20-F

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

o Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

or

þ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended December 31, 2010

or

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                      to                     

or

o Shell Company Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this Shell Company Report

Commission File Number 000-30852

GRUPO FINANCIERO GALICIA S.A.

(Exact name of Registrant as specified in its charter)

GALICIA FINANCIAL GROUP

(Translation of Registrant’s name into English)

REPUBLIC OF ARGENTINA
(Jurisdiction of incorporation or organization)

Grupo Financiero Galicia S.A.
Tte. Gral. Juan D. Perón 456
C1038 AAJ-Buenos Aires, Argentina
(Address of principal executive offices)

Pedro Richards, Chief Executive Officer
Tel: 54 11 4 343 7528 / Fax: 54 11 4 331 9183, prichards@gfgsa.com
Perón 456, 2° Piso C1038AAJ Buenos Aires ARGENTINA
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

American Depositary Shares, each representing ten Class B ordinary Shares

Name of each exchange on which registered

Nasdaq Capital Market

Title of each class

Class B Ordinary Shares, Ps.1.00 par value, (not for trading but only in connection with the listing of the American Depositary Shares on the Nasdaq Capital Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Class A Ordinary Shares, Ps.1.00 par value	281,221,650
Class B Ordinary Shares, Ps.1.00 par value	960,185,367

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and larger accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o	International Financial Reporting Standards	Other þ
	As issued by the International Accounting Standards Board o

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

TABLE OF CONTENTS

	Page
Item 1. Identity of Directors, Senior Management and Advisers		4
Item 2. Offer Statistics and Expected Timetable		4
Item 3. Key Information		4
Item 3.A. Selected Financial Data		4
Exchange Rate Information		7
Item 3.B. Capitalization and Indebtedness		8
Item 3.C. Reasons for the Offer and Use of Proceeds		8
Item 3.D. Risk Factors		8
Item 4. Information on the Company		20
History and Development of the Company		20
Organizational Structure		21
History		22
Business		29
Competition		36
Sales and Marketing		38
Property		40
Capital Investments and Divestitures		41
Selected Statistical Information		42
Government Regulation		73
Argentine Banking Regulation		78
Credit Cards Regulation		88
Concealment and Laundering of Assets of a Criminal Origin		88
Item 4A. Unresolved Staff Comments		90
Item 5. Operating and Financial Review and Prospects		90
Item 5.A. Operating Results		90
Overview		90
The Argentine Economy		91
Inflation		95
Currency Composition of Our Balance Sheet		95
Results of Operations for the Fiscal Years Ended December 31, 2010, December 31, 2009 and December 31, 2008		96
U.S. GAAP and Argentine Banking GAAP Reconciliation		110
Results by Segments		120
Consolidated Assets		126
Exposure to the Argentine Public Sector		127
Securitization of Assets		128
Funding		128
Contractual Obligations		133
Off-Balance Sheet Arrangements		134
Critical Accounting Policies		135
U.S. GAAP — Critical Accounting Policies		136
Principal Trends		141
Item 5.B. Liquidity and Capital Resources		142
Liquidity — Holding Company on an Individual Basis		142
Consolidated Cash Flows		144
Banco Galicia’s Liquidity Management		147
Capital		149
Capital Expenditures		149
Item 6. Directors, Senior Management and Employees		149
Our Board of Directors		149
Our Audit Committee		152
Our Supervisory Committee		152

(i)

TABLE OF CONTENTS
(continued)

	Page
Compensation of Our Directors		153
Management of Grupo Financiero Galicia		154
Board of Directors of Banco Galicia		155
Functions of the Board of Directors of Banco Galicia		156
Banco Galicia’s Executive Officers		158
Banco Galicia’s Supervisory Committee		162
Compensation of Banco Galicia’s Directors and Officers		162
Employees		163
Nasdaq Corporate Governance Standards		163
Share Ownership		166
Item 7. Major Shareholders and Related Party Transactions		166
Major Shareholders		166
Related Party Transactions		167
Item 8. Financial Information		169
Legal Proceedings		169
Dividend Policy and Dividends		170
Significant Changes		172
Item 9. The Offer and Listing		173
Shares and ADSs		173
Argentine Securities Market		175
Market Regulations		176
Item 10. Additional Information		177
Description of Our Bylaws		177
Exchange Controls		184
Taxation		184
Material Contracts		189
Documents on Display		191
Item 11. Quantitative and Qualitative Disclosures About Market Risk		191
General		191
Interest Rate Risk		192
Foreign Exchange Rate Risk		195
Currency Mismatches		196
Market Risk		198
Item 12. Description of Securities Other Than Equity Securities		199
Item 12.D. American Depositary Shares		199
Fees and Charges Applicable to ADS Holders		199
Fees and Direct and Indirect Payments Made by the Depositary to Us		200
Item 13. Defaults, Dividend Arrearages and Delinquencies		201
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds		201
Item 15. Controls and Procedures		201
Item 16. [Reserved]		202
Item 16A. Audit Committee Financial Expert		202
Item 16B. Code of Ethics		202
Item 16C. Principal Accountants’ Fees and Services		202
Item 16D. Exemptions from the Listing Standards for Audit Committees		203
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers		203
Item 17. Financial Statements		204
Item 18. Financial Statements		204
Item 19. Exhibits		204
SIGNATURE		206
Exhibit 2.5
Exhibit 2.6
Exhibit 4.8
Exhibit 4.9
Exhibit 4.10
Exhibit 11.2
Exhibit 12.1
Exhibit 12.2
Exhibit 13.1
Exhibit 13.2

(ii)

PRESENTATION OF FINANCIAL INFORMATION

Grupo Financiero Galicia S.A. (“Grupo Financiero Galicia”) is a financial services holding company incorporated in Argentina and is one of Argentina’s largest financial services groups. In this annual report, references to “we”, “our”, and “us” are to Grupo Financiero Galicia and its consolidated subsidiaries, except where otherwise noted. Our consolidated financial statements consolidate the accounts of the following companies:

• Grupo Financiero Galicia;

• Banco de Galicia y Buenos Aires S.A., our largest subsidiary, its wholly-owned subsidiaries Banco Galicia Uruguay S.A. (in liquidation), (“Galicia Uruguay”) and Galicia Cayman Limited (“Galicia Cayman”), and other subsidiaries and affiliated companies required to be consolidated under Argentine Banking GAAP (collectively “Banco Galicia” except where otherwise noted);

• Tarjetas Regionales S.A., a wholly owned subsidiary of Banco Galicia, and its operating subsidiaries;

• Compañía Financiera Argentina S.A. (“Compañía Financiera Argentina” or “CFA”), Cobranzas y Servicios S.A. and Procesadora Regional S.A. (collectively the “CFA Group”)

• Sudamericana Holding S.A., and its subsidiaries;

• Galicia Warrants S.A. (“Galicia Warrants”);

• Net Investment S.A. (“Net Investment”),

• Galval Agente de Valores S.A. (“Galval”); and

• GV Mandataria de Valores S.A. (“GV Mandataria”).

We maintain our financial books and records in Argentine Pesos and prepare our financial statements in conformity with the accounting rules of the Argentine Central Bank, which entity prescribes the generally accepted accounting principles for all financial institutions in Argentina. This annual report refers to those accounting principles as “Argentine Banking GAAP”. Argentine Banking GAAP differs in certain relevant respects from generally accepted accounting principles in Argentina, which we refer to as “Argentine GAAP”. Argentine Banking GAAP also differs in certain significant respects from the generally accepted accounting principles in the United States, which we refer to as “U.S. GAAP”. See Note 33 to our audited consolidated financial statements included in this annual report for a description of the differences between Argentine GAAP and Argentine Banking GAAP, and Note 35 to our audited consolidated financial statements for a reconciliation of the principal differences between Argentine Banking GAAP and U.S. GAAP and a reconciliation to U.S. GAAP of our net income and total shareholders’ equity for the three fiscal years ended December 31, 2010 and Item 5. “Operating and Financial Review and Prospects-Item 5.A. “Operating Results-U.S. GAAP and Argentine Banking GAAP Reconciliation”.

In this annual report, references to “US$”, “US Dollars”, and “Dollars” are to United States Dollars and references to “Ps.” or “Pesos” are to Argentine Pesos. The exchange rate used in translating Pesos into US Dollars and used in calculating the convenience translations included in the following tables is the “Reference Exchange Rate” which is published by the Argentine Central Bank and which was Ps.3.9758, Ps.3.7967 and Ps.3.4537 per US$1.00 as of December 31, 2010, December 31, 2009 and December 31, 2008, respectively. The exchange rate translations contained in this annual report should not be construed as representations that the stated Peso amounts actually represent or have been or could be converted into US Dollars at the rates indicated or at any other rate.

Our fiscal year ends on December 31, and references in this annual report to any specific fiscal year are to the twelve-month period ended December 31 of such year.

References to the “Government” or “Governmental” are to the Argentine Federal Government unless otherwise indicated.

Unless otherwise indicated, all information regarding deposit and loan market shares and other financial industry information has been derived from information published by the Argentine Central Bank.

We have expressed all amounts in millions of Pesos, except percentages, ratios, multiples and per-share data.

In this annual report, we refer to the “2001-2002 crisis” as the series of events that unfolded in Argentina between late 2001 and 2002, a period of great political, economic and social instability, with severe consequences for the Argentine economy by any variable used as a measure, including a banking crisis, and a material negative impact on financial institutions operating in Argentina, including us. The 2001-2002 crisis triggered a series of far reaching measures that produced structural changes in the Argentine economy and legal framework.

Also, in this annual report, “Asymmetric Pesification” refers to the compulsory conversion in January 2002 of most Dollar-denominated assets and certain Dollar-denominated liabilities held by financial institutions operating in Argentina, into Peso-denominated assets and liabilities at different exchange rates. In addition, “Compensatory Bond” and “Hedge Bond” refer to the bonds that the Government issued to Banco Galicia (as well as to other financial institutions), as compensation for the negative effects of the Asymmetric Pesification on Banco Galicia’s and other financial institutions’ financial condition. This is more fully described in Item 4. “Information on the Company-Government Regulation-Compensation to Financial Institutions”. The remaining effects of the 2001-2002 crisis were settled during 2010.

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements that involve substantial risks and uncertainties, including, in particular, statements about our plans, strategies and prospects under the captions Item 4. “Information on the Company-Capital Investments and Divestitures”, Item 5. “Operating and Financial Review and Prospects-Item 5.A. Operating Results-Principal Trends” and Item 5. “Operating and Financial Review and Prospects-Item 5.B. Liquidity and Capital Resources”. All statements other than statements of historical facts contained in this annual report (including statements regarding our future financial position, business strategy, budgets, projected costs and management’s plans and objectives for future operations) are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of such words as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue” or other similar terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, no assurance can be provided with respect to these statements. Because these statements are subject to risks and uncertainties, actual results may differ materially and adversely from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially and adversely from those contemplated in such forward-looking statements include but are not limited to:

• changes in Government regulations applicable to financial institutions, including tax regulations and changes in or failures to comply with banking or other regulations;

• changes in general political, legal, social or other conditions in Argentina, Latin America or abroad;

• fluctuations in the Argentine rate of inflation;

• changes in capital markets in general that may affect policies or attitudes toward lending to Argentina or Argentine companies, including expected or unexpected turbulence or volatility in domestic or international financial markets;

• changes in the macroeconomic situation at the regional, national or international levels, and the influence of these changes on the microeconomic conditions of the financial markets in Argentina;

• increased competition in the banking, financial services, credit card services, insurance, asset management and related industries;

• changes in interest rates which may, among other things, adversely affect margins;

• a loss of market share by any of Banco Galicia’s main businesses;

• a change in the credit cycle and increased borrower defaults;

• Banco Galicia’s inability to sustain or improve its performance;

• Banco Galicia’s inability to obtain additional debt or equity financing on attractive conditions or at all, which may limit its ability to fund existing operations and to finance new activities;

• technological changes and changes in Banco Galicia’s ability to implement new technologies;

• changes in the saving and consumption habits of its customers and other structural changes in the general demand for financial products, such as those offered by Banco Galicia;

• possible financial difficulties of the Government;

• volatility of the Peso and the exchange rates between the Peso and foreign currencies; and

• other factors discussed under Item 3. “Key Information-Item 3.D. “Risk Factors” in this annual report.

-2-

You should not place undue reliance on forward-looking statements, which speak only as of the date that they were made. Moreover, you should consider these cautionary statements in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to forward-looking statements after completion of this annual report to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and are not guarantees of future performance.

-3-

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Item 3.A. Selected Financial Data

The following table presents summary historical financial and other information about us as of the dates and for the periods indicated.

Our financial statements do not include any effect for inflation accounting other than the adjustments to non-monetary assets through February 28, 2003.

The selected consolidated financial information as of December 31, 2010 and December 31, 2009 and for the fiscal years ended December 31, 2010, 2009 and 2008 has been derived from our audited consolidated financial statements included in this annual report. The selected consolidated financial information as of December 31, 2008, December 31, 2007 and December 31, 2006 and for the fiscal years ended December 31, 2007 and December 31, 2006 has been derived from our audited consolidated financial statements not included in this annual report.

You should read this data in conjunction with Item 5. “Operating and Financial Review and Prospects” and our audited consolidated financial statements included in this annual report.

-4-

	Fiscal Year Ended December 31,
	2010			2010			2009			2008			2007			2006
	(in millions
	of US
	Dollars,
	except as
	noted)(1)
	Unaudited			(in millions of Pesos, except as noted)(1)
Consolidated Income Statement in Accordance with Argentine Banking GAAP
Financial Income		909.5			3,616.1			3,005.6			2,559.3			1,997.9			2,229.8
Financial Expenses		355.3			1,412.7			1,460.5			1,421.0			1,246.7			1,851.6
Net Financial Income (2)		554.2			2,203.4			1,545.1			1,138.3			751.2			378.2
Provision for Losses on Loans and Other Receivables		138.7			551.5			639.5			395.4			255.5			110.9
Income before Taxes		167.8			667.1			385.3			250.8			117.5			75.3
Income Tax		(65.0	)		(258.2	)		(156.0	)		(74.0	)		(71.5	)		(94.2	)
Net Income / (Loss)		102.8			408.9			229.3			176.8			46.0			(18.9	)
Earnings / (Loss) per Share (in Pesos)		0.083			0.329			0.185			0.142			0.037			(0.015	)
Cash Dividends per Share (in Pesos)		—			—			—			—			—			—
Stock Dividends per Share (in Pesos)		—			—			—			—			—			—
Book Value per Share (in Pesos)		0.500			1.989			1.653			1.487			1.333			1.296
Amounts in Accordance with U.S. GAAP
Net Income / (Loss)		576.9			2,293.6			770.2			(1,171.0	)		592.9			3,524.9
Basic and Diluted Earnings / (Losses) per Share (in Pesos)		0.465			1.848			0.620			(0.943	)		0.478			2.841
Book Value / (Deficit) per Share (in Pesos)		0.607			2.414			0.996			(0.608	)		0.192			0.117
Financial Income		1,202.1			4,779.2			3,374.8			1,201.7			2,433.2			5,456.4
Financial Expenses		337.9			1,343.4			1,434.4			1,391.3			1,160.1			1,863.6
Net Financial Income / (Loss)		864.2			3,435.8			1,940.4			(189.6	)		1,273.1			3,592.8
Provision for Losses on Loans and Other Receivables		138.3			549.7			527.3			450.1			203.4			160.3
Income Tax		127.8			508.1			(54.5	)		50.9			(92.5	)		(277.1	)
Consolidated Balance Sheet in Accordance with Argentine Banking GAAP
Cash and Due from Banks		1,420.0			5,645.6			3,696.3			3,405.1			2,960.0			2,294.8
Government Securities, Net		570.4			2,267.7			3,907.2			1,531.8			1,693.0			3,188.3
Loans, Net		5,370.9			21,353.8			13,477.9			11,774.6			11,601.0			10,525.0
Total Assets		8,981.4			35,708.1			27,602.4			24,735.8			22,828.7			23,615.4
Deposits		5,589.5			22,222.8			17,039.4			14,056.1			13,165.6			10,779.4
Other Funds (3)		2,770.8			11,015.8			8,510.5			8,834.0			8,008.6			11,227.5
Total Shareholders’ Equity		621.1			2,469.5			2,052.5			1,845.7			1,654.5			1,608.5
Average Total Assets (4)		7,323.9			29,118.4			24,685.3			23,412.5			21,332.4			24,614.5
Percentage of Period-end Balance Sheet Items Denominated in Dollars:
Loans, Net of Allowances		14.53			14.53			17.78			16.97			15.13			16.66
Total Assets		18.98			18.98			24.95			28.85			27.60			28.94
Deposits		18.08			18.08			18.16			16.98			15.53			14.13
Total Liabilities		23.01			23.01			27.73			32.47			32.84			30.41
Amounts in Accordance with U.S. GAAP
Trading Securities		679.2			2,700.4			2,011.9			989.6			476.2			208.2
Available-for-Sale Securities		599.9			2,384.9			3,916.9			2,050.0			3,717.3			5,214.6
Total Assets		10,210.2			40,593.9			30,377.6			25,159.7			24,429.1			24,107.0
Total Liabilities		9,456.4			37,596.9			29,141.3			25,914.1			24,191.0			23,961.2
Shareholders’ Equity (Deficit)		753.8			2,997.1			1,236.3			(754.4	)		238.1			145.8

-5-

	Fiscal Year Ended December 31,
	2010			2009			2008			2007			2006
	(in millions of Pesos, except as noted)(1)
Selected Ratios in Accordance with Argentine Banking GAAP
Profitability and Efficiency
Net Yield on Interest Earning Assets (5)		11.38	%		9.10	%		5.72	%		4.13	%		1.21	%
Financial Margin (6)		10.02			8.41			5.72			4.12			1.74
Return on Average Assets (7)		1.76			1.12			0.91			0.37			0.00
Return on Average Shareholders’ Equity (8)		18.63			11.69			10.13			2.86			(1.15	)
Net Income from Services as a Percentage of Operating Income (9)		44.71			45.90			51.07			54.86			63.99
Efficiency ratio (10)		71.39			71.05			76.57			77.29			92.80
Capital
Shareholders’ Equity as a Percentage of Total Assets		6.92	%		7.44	%		7.46	%		7.25	%		6.81	%
Total Liabilities as a Multiple of Shareholders’ Equity		13.46	x		12.45	x		12.40	x		12.80	x		13.68	x
Total Capital Ratio		15.19	%		14.35	%		13.92	%		15.54	%		15.03	%
Liquidity
Cash and Due from Banks as a Percentage of Total Deposits		25.40	%		21.69	%		24.23	%		22.48	%		21.29	%
Loans, Net as a Percentage of Total Assets		59.80			48.83			47.60			50.82			44.57
Credit Quality
Past Due Loans (11) as a Percentage of Total Loans		2.57	%		3.95	%		2.87	%		2.77	%		2.38	%
Non-Accrual Loans (12) as a Percentage of Total Loans		3.37			4.77			3.49			3.14			2.58
Allowance for Loan Losses as a Percentage of Non-accrual Loans(12)		137.57			118.64			123.11			114.05			117.16
Net Charge-Offs (13) as a Percentage of Average Loans		2.37			2.84			1.83			0.65			1.42
Ratios in Accordance with U.S. GAAP
Capital
Shareholders’ Equity (deficit) as a Percentage of Total Assets		7.38	%		4.07	%		(3.00	)%		0.97	%		0.60	%
Total Liabilities as a Multiple of Total Shareholders’ Equity		12.54	x		23.57	x		(34.35	)x		101.61	x		164.33	x
Liquidity
Loans, Net as a Percentage of Total Assets		52.56	%		45.55	%		49.59	%		49.36	%		40.10	%
Credit Quality
Allowance for Loan Losses as a Percentage of Non-Accrual Loans		163.37			108.37			141.34			132.13			168.58
Inflation and Exchange Rate
Wholesale Inflation (14)		14.56	%		10.04	%		8.82	%		14.56	%		7.14	%
Consumer Inflation (15)		10.92			7.69			7.24			8.47			9.84
Exchange Rate Variation (16) (%)		4.72			9.93			9.61			2.66			1.25
CER (17)		11.04			6.95			7.97			8.50			10.08

The ratios disclosed above are considered significant by the management of Grupo Financiero Galicia despite of the fact that they are not a specific requirement of any GAAP.

-6-

(1)	The exchange rate used to convert the December 31, 2010 amounts into US Dollars was Ps.3.9758 per US$1.00. All amounts are stated in millions of Pesos, except inflation and exchange rates, percentages, ratios, multiples and per-share data.
(2)	Net financial income primarily represents income from interest on loans and other receivables resulting from financial brokerage plus net income from government and corporate debt securities, including gains and losses, minus interest on deposits and other liabilities from financial intermediation. It also includes the CER adjustment.
(3)	Includes primarily liabilities with other banks and international entities. Until December 31, 2006, debt with the Argentine Central Bank was also included.
(4)	The average balances of assets, including the related interest that is due are calculated on a daily basis for Banco Galicia and for Galicia Uruguay, as well as for Tarjetas Regionales S.A consolidated with its operating subsidiaries, and on a monthly basis for Grupo Financiero Galicia and its non-banking subsidiaries.
(5)	Net interest earned divided by interest-earning assets. For a description of net interest earned, see Item 4. “Information on the Company-Selected Statistical Information-Interest-Earning Assets-Net Yield on Interest-Earning Assets”.
(6)	Financial margin represents net financial income divided by average interest-earning assets.
(7)	Net income excluding minority interest as a percentage of average total assets.
(8)	Net income as a percentage of average shareholders’ equity.
(9)	Operating income is defined as net financial income plus net income from services.
(10)	Administrative expenses as a percentage of operating income as defined above.
(11)	Past-due loans are defined as the aggregate principal amount of a loan plus any accrued interest that is due and payable for which either the principal or any interest payment is 91 days or more past due.
(12)	Non-Accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”, and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”.
(13)	Charge-offs plus direct charge-offs minus bad debts recovered.
(14)	As measured by the annual change in the end-of-period Wholesale Price Index (“WPI”), published by INDEC.
(15)	As measured by the annual change in the end-of-period Consumer Price Index (“CPI”), published by INDEC.
(16)	Annual change in the end-of-period exchange rate expressed in Pesos per US Dollar.
(17)	The “CER” is the “Coeficiente de Estabilización de Referencia”, an adjustment coefficient based on changes in the Consumer Price Index.

Exchange Rate Information

The following table sets forth the annual high, low, average and period-end exchange rates for US Dollars for the periods indicated, expressed in Pesos per Dollar and not adjusted for inflation.

	Exchange Rate(1)
	High		Low		Average(2) (3)			Period-End
	(in Pesos per US Dollar)
2006		3.1072		3.0305		3.0784	(3)		3.0695
2007		3.1797		3.0553		3.1196	(3)		3.1510
2008		3.4537		3.0128		3.1797	(3)		3.4537
2009		3.8545		3.4497		3.7478	(3)		3.7967
2010		3.9857		3.7942		3.9226	(3)		3.9758
December 2010		3.9857		3.9732		3.9776			3.9758
January 2011		4.0008		3.9715		3.9813			4.0008
February 2011		4.0305		4.0088		4.0220			4.0305
March 2011		4.0520		4.0288		4.0372			4.0520
April 2011		4.0837		4.0495		4.0655			4.0805
May 2011		4.0887		4.0788		4.0839			4.0887

(1)	Using closing reference exchange rates as published by the Argentine Central Bank.
(2)	Monthly average of daily closing quotations, unless otherwise noted.
(3)	Based on the annual average of the last day of each month’s closing quotation.

As of June 15, 2011, the exchange rate was Ps.4.0932 for US$1.00.

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Item 3.B. Capitalization and Indebtedness

Not applicable.

Item 3.C. Reasons for the Offer and Use of Proceeds

Not applicable.

Item 3.D. Risk Factors

You should carefully consider the risks described below in addition to the other information contained in this annual report. In addition, most, if not all, of the risks described below must be evaluated bearing in mind that our most important asset is our equity interest in Banco Galicia, thus, a material change in Banco Galicia’s shareholders’ equity or income statement would also adversely affect our businesses and results of operations. We may also face risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may impair our business. Our operations, property and customers are located mainly in Argentina. Accordingly, the quality of our customer portfolio, loan portfolio, financial condition and results of operations depend, to a significant extent, on the macroeconomic and political conditions prevailing in Argentina. In general, the risk assumed when investing in the securities of issuers from countries such as Argentina, is higher than when investing in the securities of issuers from developed countries.

Risk Factors Relating to Argentina

Political and economic instability in Argentina and Government intervention in the economy as well as market conditions may adversely affect Grupo Financiero Galicia’s business and prospects.

Grupo Financiero Galicia’s results of operations may be affected by inflation, fluctuations in the exchange rate, modifications in interest rates, changes in the Government’s policies (among other, foreign investments or tax policies), social instability and other political, economic or international developments in Argentina or somehow affecting the country. It should be taken into account that in recent years the Government has exercised and currently exercises a marked influence on the Argentine economy.

Historically, the Argentine economy has experienced periods of high levels of instability and volatility, low or negative economic growth and high and variable inflation and devaluation levels. During 2001 and 2002, Argentina went through a period of major political, economic and social instability, which led to a partial default by Argentina in the payment of its sovereign debt, and the devaluation of the Peso in January 2002, after over ten years of parity with the Dollar.

The Argentine economy in general, the operating results of Grupo Financiero Galicia and its subsidiaries or the rights of the holders of securities issued by such institutions or their value, may be materially and adversely affected by a number of possible factors, including, among others, Argentina’s inability to sustain its current economic recovery, the effects of inflation, Argentina’s limited ability to obtain external financing, a decline in the international prices for Argentina’s main commodity exports, a significant real appreciation of the Peso against the Dollar, intervention by the Government in the form of an ever-changing regulatory framework, the vulnerability of the Argentine economy to external shocks, a devaluation of the Peso or exchange rate controls.

Argentina’s economic growth since the 2001-2002 economic crisis may not be sustainable in light of current economic conditions and any significant decline in Argentina’s rate of recovery could adversely affect Grupo Financiero Galicia’s financial condition.

Although general economic conditions in Argentina have recovered significantly during the years since the 2001-2002 economic crisis, there is uncertainty as to whether this growth is sustainable. This is mainly because the economic growth was initially dependent on a significant devaluation of the Argentine Peso, a high excess production capacity resulting from a long period of deep recession and high commodity prices. The global economic crisis of 2008 led to a sudden economic decline in Argentina during 2009, accompanied by political and social unrest, inflationary and Peso depreciation pressures and lack of consumer and investor confidence. According to the Argentine Statistics and Census Agency (Instituto Nacional de Estadísticas y Censos, “INDEC”), Argentina’s Gross Domestic Product (“GDP”), in real terms, grew by 6.8% in 2008, 0.9% in 2009 and 9.2% in 2010, and there is uncertainty as to whether Argentina will be able to maintain the current level of economic growth.

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The economic and financial crises in certain European countries, a decline in the international demand for Argentine products, a lack of stability and competitiveness of the Peso against foreign currencies, a decline in confidence among consumers and foreign and domestic investors, a higher rate of inflation and future political uncertainties (including the upcoming presidential and parliamentary elections during 2011 and the uncertainty regarding the economic policy to be carried out by the new government), among other factors, may affect the development of the Argentine economy and cause volatility in the local securities markets, which could have a material adverse effect on the financial condition and the results of operations of Grupo Financiero Galicia and its subsidiaries.

The Argentine economy remains fragile, as reflected by the following economic conditions:

• the recovery has depended to some extent on high commodity prices, which are volatile and beyond the control of the Government;

• inflation has risen and threatens to accelerate;

• the current fiscal situation is at risk of deterioration;

• the regulatory environment continues to be uncertain and has been subject to frequent change;

• Argentina’s international financing is limited;

• the availability of long-term fixed rate credit is scarce; and

• investment as a percentage of GDP remains low.

We cannot provide any assurance that a decline in economic growth or increased economic instability, developments over which we have no control, would not have an adverse effect on our business and financial condition or results of operations.

Domestic and international uncertainty concerning the current political and social environment in Argentina may have an impact on capital flows.

Domestic, as well as international uncertainty, may adversely impact Argentina’s ability to attract capital. During the first half of 2009, capital outflows increased abruptly (influenced by domestic and international uncertainty), although this increase began to level off during the second half of 2009. In 2010 until now, the process of capital flight has not been reversed completely.

An abrupt change in the economic policies of developed economies, or changes in domestic policy, may adversly impact the flow of capital towards Argentina. Such changes would likely negatively impact the liquidity of the local market and the operations of Grupo Financiero Galicia and its subsidiaries.

Inflation could increase from current levels, and materially and adversely affect the Argentine economy and Grupo Financiero Galicia’s financial position and business.

Following the Government’s decision in January 2002 to abandon the fixed exchange rate regime set forth in the Argentine Convertibility Act, the corresponding devaluation of the Peso created pressure on the domestic pricing system and caused inflation in 2002 after several years of price stability. In 2003, inflation decreased significantly and stabilized. However, according to INDEC, the consumer price index increased by 7.2% in 2008, 7.7% in 2009 and 10.9% in 2010; while the wholesale price index went up 8.8% in 2008, 10.0% in 2009 and 14.6% in 2010. The accuracy of the measurements of the INDEC is in doubt, and the actual consumer price index and wholesale price index could be substantially higher than those indicated by the INDEC. For example, according to private estimates, the consumer price index increased by 19.4% (rather than 7.2%) in 2008, 16.3% (rather than 7.7%) in 2009 and 22.9% (rather than 10.9%) in 2010. In the past, inflation has materially undermined the Argentine economy and the Government’s ability to generate conditions that fostered economic growth. In addition, high inflation or a high level of volatility with respect to the same would materially and adversely affect the business volume of the financial system and prevent the growth of intermediation activity levels. This result, in turn, would adversely affect the level of economic activity and employment.

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High inflation would also undermine Argentina’s foreign competitiveness and adversely affect economic activity, employment, real salaries, consumption and interest rates. A high level of uncertainty with respect to these economic variables, and a general lack of stability with respect to inflation would shorten contract terms and affect the ability of businesses to plan and make decisions, thereby materially and adversely affecting economic activity, and lowering consumers’ income and their purchasing power, all of which would have a material adverse effect on the financial position and business of Grupo Financiero Galicia and its subsidiaries.

Argentina’s ongoing litigation in relation to its default on its indebtedness in 2001 may limit its ability, and that of private sector companies in Argentina, to obtain financing and to attract direct foreign investment, and may have material adverse effects on the economy and the financial performance of Grupo Financiero Galicia.

Argentina has very limited access to foreign financing. As of December 31, 2001, Argentina’s total public debt amounted to US$144.5 billion. In December of 2001, Argentina defaulted on over US$81.8 billion in external debt to bondholders. In addition, since 2002, Argentina suspended payments on over US$15.7 billion in debt to multilateral financial institutions (e.g. the IMF and the Paris Club) and other financial institutions. In 2006, Argentina cancelled all of its outstanding debt with the IMF totaling approximately US$9.5 billion, and through various exchange offers made to bondholders between 2004 and 2010, restructured over US$74 billion of its defaulted debt. Although on September 2, 2008, pursuant to Decree No. 1,394/2008, Argentina officially announced its decision to pay its debt owed to its creditor nations who are members of the Paris Club, a decision which was accepted by the Paris Club, negotiations related to such repayment remain open. As of December 31, 2010, the Government was still in default with respect to over US$7 billion of debt to bondholders. As of such date, Argentina’s total public debt amounted to US$156.7 billion (excluding the debt in default to bondholders).

In addition, the foreign shareholders of several Argentine companies, including public utilities and bondholders that did not participate in the exchange offers described above, have filed claims that exceed US$20 billion with the International Centre for Settlement of Investment Disputes (“ICSID”) alleging that the emergency measures adopted by the Government differ from the just and equal treatment dispositions set forth in several bilateral investment treaties to which Argentina is a party. The ICSID has ruled that the Government must pay an amount equal to US$1 billion, plus interest and incurred expenses, in respect of such claims. Additionally, on October 7, 2008, an ICSID tribunal, in a case in which it had already awarded compensation to the claimants, issued a decision ordering Argentina to pay the compensation previously awarded to the claimants within 60 days. In its decision, the ICSID tribunal stated that, based on the interpretation of the Bilateral Treaty on Protection and Reciprocal Promotion of Investments (“IBT”) executed between the United States and Argentina, (i) to the extent the compensation orders are not revoked, the compensation payments ordered to be made by the ICSID should be made immediately and claimants do not need to file subsequent actions or execution proceedings seeking payment of the awarded compensation and (ii) Argentina’s position of waiting for the claimants to file execution proceedings to seek collection of already awarded amounts is in flagrant breach of the international law obligations undertaken by Argentina under the IBT.

Furthermore, under the United Nations Commission on International Trade Law (“UNCITRAL”) arbitration rules, arbitration tribunals ordered Argentina (i) in December 2007, to pay US$185 million to British Gas (shareholder of Argentine gas company Metrogas); and (ii) in November 2008, to pay US$53.5 million to National Grid PLC (shareholder of Argentine electricity transportation company Transener). Argentina filed a petition with the U.S. District Court for the District of Columbia to vacate both awards. The annulment of the National Grid PLC award was rejected by the U.S. District Court for the District of Columbia, whereas the British Gas annulment suit is still pending as of the date of this annual report.

Litigation, as well as ICSID and UNCITRAL claims against the Government have resulted in material judgments and may result in new material judgments against the government, which could result in attachments of or injunctions relating to assets of Argentina that the government intended for other uses. As a result, the government may not have all the financial resources necessary to implement reforms and foster growth, which could have a material adverse effect on the country’s economy, and consequently, our financial condition. In August, 2010, the U.S. Second Circuit Court of Appeals in New York upheld a ruling issued by District Judge Thomas Griesa, which allows for the attachment of certain assets held in trust by the Government that will be stayed until a final ruling on the matter. The trust is administered by U.S. Bank Trust N.A., and was established in 1999 to hold American Depositary Shares (“ADSs”) issued by Banco Hipotecario S.A., a state-owned lender bank that was being privatized at the time. Such depositary shares corresponded to class D shares of Banco Hipotecario S.A., which were to be used to satisfy investor redemptions of options. The rulings have been issued in connection with a request from EM Ltd. and NML Capital, Ltd., two of Argentina’s largest sovereign debt holders. Pursuant to such rulings, government assets amounting to approximately US$90 million held in such trust have been attached for the benefit of outstanding government creditors.

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On March 1, 2010, the executive branch of the Government issued Executive Decree 298/2010, which created the “Fund for the Repayment of Argentine Debt” (Fondo de Desendeudamiento Argentino) for an amount of US$4,382 million, to be used for the payment of Argentine public debt. In addition, the executive branch of the Government abrogated Executive Decree 2010/09 which had created the “Bicentennial Fund for Stability and Repayment of Debt” (Fondo del Bicentenario para el Desendeudamiento y la Estabilidad). Decree 298/2010 was judicially attacked by the opposing political parties and its application was suspended temporarily by an Argentine court. The suspension was subsequently lifted. The Argentine Court of Appeals allowed the use of Argentine Central Bank reserves by the above-mentioned fund for the repayment of Argentine debt; subsequently, the executive branch of the Government proceeded to pay public debt on April 4, 2010, with its first payment in the amount of US$204 million going towards the repayment of Government bonds in Dollars at 7%, due in 2015 (“Boden 2015 Bonds”). Subsequent repayments of Argentine public debt have been made, and it is estimated that the Fund for the Repayment of Argentine Debt has been used in its entirety for such repayments.

Argentina’s default with respect to the payment of its foreign debt, and the aforementioned complaints filed against Argentina could prevent the Government and private sector companies in Argentina from accessing the international capital markets and receiving direct foreign investment. Accordingly, the Government may not have sufficient financial resources to foster economic growth. Moreover, investment in the private sector, which is also necessary to promote economic growth, may not occur at the necessary levels due to a lack of financing.

If Argentina does not fully recuperate its ability to access the international capital markets and attract direct foreign investment, there is a risk that the country will not obtain the requisite capital to foster the investment cycle and sustain a fast-paced economic growth. The country’s fiscal condition could be adversely affected, which in turn could generate more inflation and undermine the government’s ability to implement economic policies designed to foster growth. Unless a sustained growth cycle materializes, political, social and economic instability could prevail once again, all of which would have a material adverse effect on the prospects of the Argentine economy and, therefore, a material adverse impact on Grupo Financiero Galicia’s activities.

A decline in the international prices for Argentina’s main commodity exports and a significant real appreciation of the Peso against the US Dollar could affect Argentina’s economy, create new pressures on the exchange market and have a material adverse effect on the prospects of Grupo Financiero Galicia.

Argentina’s economic growth since the 2001-2002 economic crisis has taken place within a context of increasing prices for exports, such as soy. High prices for commodities have contributed to the increase in exports by Argentina since the third quarter of 2002, and to increased tax revenues for the Government, mainly from export taxes (withholdings).

Fluctuations in prices for commodities exported by Argentina and a significant increase in the value of the Peso (in real terms) may reduce Argentina’s competitiveness and significantly affect the country’s exports. A decrease in exports could affect Argentina’s economy, have a material adverse effect on public finances due to a loss of tax revenues, cause an imbalance in the country’s exchange market which, in turn, could lead to increased volatility with respect to the exchange rate. In addition, and more importantly in the short term, a significant appreciation of the Peso could materially reduce the Government’s revenues in real terms and affect its ability to make payments on its debt obligations, as these revenues are heavily derived from export taxes (withholdings). This could worsen the financial condition of the Argentine public sector and lead to an increase in taxes or a need to inject additional currency into the Argentine financial system through the printing of money, which could lead to inflation and materially and adversely affect the Argentine economy, as well as Grupo Financero Galicia’s business.

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High volatility in the regulatory framework, specifically with respect to financial institutions, could have a material adverse effect on the country’s economy in general, and Grupo Financiero Galicia’s financial position specifically.

In response to the economic crisis mentioned above, the Government enacted numerous laws and mandated extensive regulation which adversely affected the economy in general, and economic activity in particular. The Government continues to exert significant control over the economy. Political and social pressures could inhibit the implementation by the Government of policies designed to maintain price stability, generate growth and enhance consumer and investor confidence.

Financial institutions are particularly subject to significant regulation from multiple regulatory authorities, including the Argentine Central Bank, the Argentine National Securities Commission (Comisión Nacional de Valores, the “CNV”) and the Financial Information Unit (Unidad de Información Financiera, the “UIF”), all of whom may, amongst other things, impose sanctions on Grupo Financiero Galicia’s businesses, including Banco Galicia, for non-compliance with their applicable regulations.

It is not certain whether any material regulatory proceeding in the future will be initiated against, or result in a resolution adverse to, Grupo Financiero Galicia, its shareholders or directors.

As of the date of this annual report, three different bills to amend Law No. 21,526 as amended (Ley de Entidades Financieras, “the Financial Institutions’ Law”) have been presented for review in the Argentine Congress by congressmen Heller, Pinedo and Millman, respectively, seeking to amend different aspects of the Financial Institutions’ Law. If any such bill is passed, or any other amendment to the Financial Institutions’ Law is made, no assurances can be provided about what effects the subsequent changes in banking regulations could have on financial institutions in general, and on its business, financial conditions and/or results of operations.

There is a material risk that future enactments of governmental regulation by Argentine authorities affect the assets or the operating results of companies in the private sector, including Grupo Financiero Galicia and its subsidiaries, the rights of the holders of securities issued by such entities, or the value of such securities.

The lack of a stable regulatory framework could impose significant limitations on the activities of the financial system and the business of Grupo Financiero Galicia, including Banco Galicia, and would create uncertainty with respect to Grupo Financiero Galicia’s future financial situation and results of operations.

The Argentine economy and its goods and financial services and securities markets remain vulnerable to external shocks, which could materially and adversely affect the country’s economic growth and Grupo Financiero Galicia’s prospects.

The financial and securities markets in Argentina are influenced, to varying degrees, by economic and market conditions in other countries. Although such conditions may vary from country to country, investor reactions to events occurring in one country may substantially affect capital flows to issuers in other countries, and may substantially affect the trading prices of their securities. Decreased capital inflows and lower prices in the exchange markets of a country may have a material adverse effect on the real economy of such country in the form of higher interest rates or volatility in the exchange rate. This has had and may have in the future, a negative impact on the Argentine economy and could continue to adversely affect the country’s economy in the near future.

In the past, Argentina’s economy was adversely affected by developments in other markets, such as, among others, the political and economic events that occurred in Mexico at the end of 1994, and the collapse of various Asian economies between 1997 and 1998. There is a risk that similar events may have a material adverse effect on the Argentine economy in the future.

In addition, at the end of 2007 and in early 2008, the U.S. economy started to show signs of weakness caused by the uncertainty in the world economy. The subprime mortgage market crisis in the U.S. quickly spread into other regions such as Europe, Asia, and Latin America.

The number of defaults with respect to the repayment of mortgage loans in the U.S. subprime mortgage market increased dramatically due to the steep fall in real property prices and higher interest rates. The considerable decrease in the value of financial products related to these subprime mortgage market loans initially led to the closing and bankruptcy of certain banks, which later turned into a general confidence and liquidity crisis in the international financial sector.

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Due to these events, long-term interest rates began to decrease in the second half of 2008. At the beginning of the international financial markets crisis, central banks mainly focused on the potential adverse effects on their economies. However, the Dollar began to weaken, reaching historic lows during 2007, especially as compared to the strong Euro, which reached exchange rates of almost US$1.6 per Euro (this trend has since reversed as a result of the spread of the lack of confidence of the U.S. in the European markets). During this crisis, the principal world financial institutions suffered significant losses, further increasing the lack of confidence in the international financial system. At the same time, various financial institutions have become insolvent, filed for bankruptcy, been rescued by their country’s regulators, or merged with other institutions. In addition to, and as a consequence of, the historic fluctuations in the world’s principal stock exchanges during 2008 and 2009, there have been strong fluctuations in the price of oil and an abrupt fall in the price of other commodities.

In 2010, although the world economic recovery continued at a solid pace, fears of a sovereign debt crisis developed concerning some European countries. This, in turn, led to a crisis of confidence as well as the widening of bond yield spreads and risk insurance on credit default swaps between these countries and other European Union members, including Germany. Concerns around rising government deficits and debt levels across the globe, together with a wave of downgrades with respect to European sovereign debt, created alarm in financial markets.

During 2011 Greece, and to a lesser extent other European countries like Portugal and Ireland, remain a high stake problem and the risk of contagion is still an issue. The problems of the European Union periphery, stemming from the combined interactions of low growth, fiscal woes, and financial pressures, are particularly acute. Reestablishing fiscal and financial sustainability in the face of low or negative growth and high interest rates is a substantial challenge.

From the beginning of 2011 fears have turned to commodity prices which have increased more than expected, reflecting a combination of strong demand growth and supply shocks. In turn inflation has been on the rise all over the world even in many advanced economies where output is still far from potential. However the challenge is stronger in emerging and developing economies, where the consumption share of food and fuel is larger and the credibility of monetary policy is often weaker.

In addition growth concerns around developed countries have gained momentum in recent months. While a double dip recession is not the most likely scenario, it still cannot be completely ruled out.

The Argentine economy is vulnerable to the evolution of the aforementioned developments. Both inflation and growth concerns, if materialized, could prove to be a turning point in the current favorable external conditions. It is difficult to predict the manner and the extent to which these events may materially and adversely affect Argentina.

This could create an unfavorable international economic environment for Argentina, which could require government-driven adjustments to Argentine economic policy and result in lower economic growth and consequently may affect the business of Grupo Financiero Galicia and its subsidiaries, including Banco Galicia, which could adversely affect their results.

A future devaluation of the Peso could limit the ability of, or prevent Grupo Financiero Galicia from, being able to make payments with respect to its foreign currency denominated obligations.

After several years of price stability in Argentina, the devaluation of the Peso in January 2002 imposed pressures on the domestic price system that generated high inflation throughout 2002, and had a broad adverse effect on the Argentine economy, the financial situation of Argentine companies, and the general population. The devaluation had an adverse effect on the ability of Argentine companies to fulfill their foreign currency denominated obligations, generated high inflation throughout 2002, significantly reduced real salaries, and had an adverse effect on companies that were focused on the domestic market, such as public services companies and financial companies. It also adversely affected the ability of the Government to honor its foreign debt obligations.

If the Peso were to devalue significantly in the future, the aforementioned adverse effects on the Argentine economy could occur again, which could materially and adversely affect Grupo Financiero Galicia’s businesses and impair its ability to honor its obligations denominated in a foreign currency.

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We may be unable to make payments in Dollars and/or to make payments outside of Argentina due to exchange controls.

Decree No. 1570/01, which became effective on December 3, 2001, imposed certain restrictions on the transfer of foreign currency abroad by prohibiting usual transfer transactions of funds to accounts outside of Argentina. The same restriction was maintained by Decree No. 1606/01, which also included certain additional exceptions for the transfer of funds into Argentina after December 3, 2001.

Additionally, pursuant to Decree N° 616/05 (and related provisions), the Government has regulated incoming and outgoing flows of funds. Generally, this rule provides that, subject to certain exceptions, certain funds transferred into Argentina by residents or non-residents are subject to the creation of a mandatory deposit called an “encaje” equal to 30% of the amount transferred, which is to be deposited in Dollars, for one year, in a non-transferable, non-interest-bearing account at a local financial institution. This rule establishes that, subject to certain exceptions, in order to transfer currency from Argentina to foreign accounts, the approval of the Argentine Central Bank must be obtained, and it further establishes certain maximum amounts that individuals may acquire in the foreign exchange market. For a further description of these and other foreign exchange control actions, see Item 10. “Additional Information-Exchange Controls”. No assurance can be provided that the above-mentioned regulations will not be amended, or that new regulations (or implementation measures) will not be enacted in the future that operate to further limit foreign exchange flows into and out of Argentina. Any such measures, as well as any additional controls and/or restrictions, could materially and adversely affect Grupo Financiero Galicia’s ability to access international capital markets, make payments of principal and/or interest on its liabilities denominated in a foreign currency or transfer abroad (totally or partially) funds and adversely affect the financial condition and results of Grupo Financiero Galicia’s operations. Therefore, non-resident investors and Argentine residents with assets located outside of Argentina should particularly take into account the regulation (and its amendments) that govern access to the foreign exchange market. Grupo Financiero Galicia may be unable to make payments in Dollars and/or to make payments outside of Argentina due to the exchange market restrictions currently in place and/or due to restrictions on the ability of companies to transfer funds abroad.

Foreign judgments may not be enforceable in Argentina.

Grupo Financiero Galicia and most of its subsidiaries are companies incorporated under the laws of Argentina. Most of its shareholders, directors, members of the audit and executive committees, officers and some experts named herein reside in Argentina, and a substantial portion of the assets of Grupo Financiero Galicia are located in Argentina.

Pursuant to Argentine law, a foreign judgment will be enforced in Argentina, provided that the requirements set forth in Sections 517 through 519 of the Argentine Code of Civil and Commercial Procedure are met; if it is a matter of provincial law, the requirements in the local codes of procedure must be met. In both instances, the foreign judgment must not infringe the principles of Argentine public policy, as determined by the competent courts of Argentina.

Grupo Financiero Galicia cannot assure you that the enforcement of a foreign judgment that orders an Argentine entity to make payments pursuant to foreign-currency denominated debt instruments, outside of Argentina would not be held by an Argentine court to be contrary to the principles of Argentine public policy.

The Reform of the Retirement and Pension Integrated System materially and adversely affected the local capital markets and may materially and adversely affect Grupo Financiero Galicia’s ability to obtain liquidity for its operations.

The Argentine Congress approved, through its enactment of Law No. 26,425 on November 20, 2008, the elimination of the private retirement system led by the Retirement and Pension Fund Administrators (the “AFJPs”), which was merged into, and replaced by, a single public regime, referred to as the Integrated Social Security System (Sistema Integrado Previsional Argentino). The law provided that, among other measures: (i) funds accumulated in the private retirement system over the previous fourteen years would be administered by the National Social Security Administration (Administración Nacional de la Seguridad Social, the “ANSES”) going forward and (ii) the retirement system would be public and citizens would be required to make their social security payments to this new system.

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The elimination of this system created a significant change in the operations of the local capital markets, as the AFJPs were, historically, significant institutional investors in respect of local issuances of debt. The elimination of these investors from the local market could also materially and adversely affect Grupo Financiero Galicia’s future ability to access liquidity through the domestic capital markets to fund its operations. Any of these scenarios could materially and adversely affect Grupo Financiero Galicia’s financial position and ability to undertake financing transactions domestically.

The Government may order salary increases to be paid to employees in the private sector, which would increase Grupo Financiero Galicia’s operating costs.

In the past, the Government has passed laws, regulations and decrees requiring companies in the private sector to increase wages and provide specified benefits to employees, and may do so again in the future. In the aftermath of the Argentine economic crisis, employers both in the public and private sectors have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, the employees and labor organizations are demanding significant wage increases. It is possible that the Government could adopt measures mandating salary increases and/or the provision of additional employee benefits in the future. Any such measures could have a material and adverse effect on Grupo Financiero Galicia’s expenses and business, results of operations and financial condition.

Risk Factors Relating to the Argentine Financial System

The stability of the Argentine banking system is uncertain.

During 2001 and the first half of 2002, a significant amount of deposits were withdrawn from Argentine banks. This massive withdrawal of deposits was mainly due to the loss of depositor confidence in the ability of the Government to pay its debts and to maintain the Peso-Dollar parity in the context of its solvency crisis.

If depositors once again withdraw significant holdings from banks, there may be a substantial negative impact on the manner in which financial institutions, including Banco Galicia, conduct their business, and on their ability to operate as financial intermediaries. International loss of confidence in the financial institutions may also affect the sensibility of Argentine depositors.

To prevent the run on the Dollar reserves of local banks, the Government restricted the amount of money that account holders could withdraw from the banks and introduced exchange controls to restrict the flow of capital out of institutions.

While conditions have improved in the financial system, an adverse economic situation, even if not related to the financial system, could result in a transfer of capital from local financial institutions, as depositors seek to protect their assets from a new crisis. Any massive withdrawal of deposits could cause liquidity problems for financial institutions, and as a result, a contraction in credit supply.

In the case of a future shock such as the insolvency of one or more banks, or a crisis in confidence of depositors, the Government could impose new controls on foreign exchange market or transfers to foreign markets, or take other measures that could lead to new social and political tensions and undermine the financial progress of the government, which would adversely affect Argentina’s economy and growth prospects.

This could impact Grupo Financiero Galicia’s and its subsidiaries’ results.

If the volume of financial intermediation is not restored to significant levels, the capacity of financial institutions, including Banco Galicia, to generate profits will be negatively affected.

As a result of the 2001-2002 economic crisis, the volume of financial intermediation activity in Argentina decreased dramatically: private sector credit fell from 24% of GDP in December 2000 to 7.7% in June 2004 and total deposits as a percentage of GDP fell from 31% to 23.2% during the same period. The depth of the crisis and the effect of the crisis on depositors’ confidence in the financial system created significant uncertainties as to the likelihood that the financial system would fully recover its ability to act as an intermediary between savings and credit. Further, the ratio of total private sector deposits and loans to gross domestic product in Argentina are low when compared to international levels and lower than the periods prior to the crisis, especially in the case of loans to the private sector, which represented approximately 13% of Argentine GDP as of December 31, 2010, as compared to a maximum of approximately 23% at the end of 1999.

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There are no assurances that the necessary steps will be taken to restore financial intermediation activities to levels that allow for an adequate income generation capacity by Argentine financial institutions, including Banco Galicia, or that such actions will be sufficient to prevent Argentine financial institutions, such as Banco Galicia, from having to assume excessive risks in terms of maturity mismatches. Under these circumstances and for an undetermined period of time, the scale of operations of financial institutions that operate in Argentina, including Banco Galicia, their business volume, the size of their assets and liabilities or their ability to generate results could be lower than before the crisis which, in turn, may impact the results of its operations.

The limited availability of medium- and long-term funding sources in Argentina may limit the capacity of Argentine financial institutions, including Banco Galicia, to generate profits.

Since the 2001-2002 economic crisis, most deposits in the Argentine financial system are either demand or short-term time deposits. The sources of medium- and long-term funding for financial institutions are currently limited, and have consisted, to a large extent, primarily since 2004, in the securitization of loan portfolios. Such securities were negatively affected by the replacement of the retirement and pension system of the AFJPs, which invested in loan securitization, by the Integrated Social Security System. The limited availability of medium- and long-term funding for Argentine financial institutions has caused such institutions to depend on the Argentine Central Bank as a liquidity backstop or on other liquidity sources which may or may not be available or which may be very costly. To the extent that Argentine financial institutions, such as Banco Galicia, are unable to access adequate funding sources or are required to pay high costs in order to obtain the same, their results of operations may be negatively impacted which, in the case of Banco Galicia, may adversely impact its ability to repay its debt.

Argentine financial institutions continue to have exposure to the public sector and its repayment capacity which, in periods of economic downturn, may negatively impact their results of operations.

As a result of certain measures taken by the Government during the 2001-2002 economic crisis, Argentine financial institutions continue to have exposure to the public sector and its repayment capacity. The Government’s ability to honor its financial obligations is dependent on, among other things, its ability to establish economic policies that succeed in fostering sustainable economic growth in the long-term, generating tax revenues and controlling public expenditures, which could, either partially or totally, fail to take place.

With respect to Banco Galicia, in particular, as of December 31, 2010, its net position in the Argentine public sector reached Ps.3,861 million, representing approximately 11% of its total assets and 1.5 times its shareholders’ equity. Of this total, Ps.1,468 million corresponded to Government securities while the remaining Ps.2,393 million were Argentine Central Bank debt instruments. As a result, Banco Galicia’s income generating capacity may be materially impacted, or may be particularly impacted by the Argentine public sector’s repayment capacity and the performance of public sector bonds, which, in turn, is dependent on the factors referred to above. Banco Galicia’s ability to honor its financial obligations could be adversely affected by the Government’s payment capacity or its failure to meet its obligations in regard to Government obligations owed to Banco Galicia.

The Government may once again impose limitations on the enforcement of creditor rights in Argentina which could adversely affect the businesses of financial institutions, including Banco Galicia’s.

To protect debtors affected by the 2001-2002 economic crisis, beginning in 2002 the Government adopted measures that temporarily suspended proceedings for the enforcement of creditors’ rights, including mortgage foreclosures and bankruptcy petitions. Most of these measures have been rescinded. The Government, however, could adopt additional measures that could adversely affect the businesses of financial institutions, including those of Banco Galicia.

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The application of the Consumer Protection Law may prevent or limit the collection of payments with respect to services rendered by Grupo Financiero Galicia and its subsidiaries.

Argentine Law No. 24,240 (the “Consumer Protection Law”) sets forth certain rules and principles designed to protect consumers, which include Banco Galicia’s customers. The Consumer Protection Law was amended on March 12, 2008 by Law No. 26.361 to expand its applicability and the penalties associated with violations thereof.

Additionally, Law No. 25,065 (as amended by Law No. 26,010 and Law No. 26,361, the “Credit Card Law”) sets forth several mandatory regulations designed to protect credit card holders.

Both the involvement of the applicable administrative authorities at the federal, provincial and local levels, and the enforcement of the Consumer Protection Law and the Credit Card Law by the courts are increasing. This trend has increased general consumer protection levels. In the event that Grupo Financiero Galicia and its subsidiaries are found to be in violation of any provision of the Consumer Protection Law or the Credit Card Law, the penalties and remedies outlined above could prevent or limit the collection of payments due from services and financing provided by Grupo Financiero Galicia and its subsidiaries and materially and adversely affect their financial results. Grupo Financiero Galicia cannot provide any assurance that judicial and administrative rulings based on the newly enacted regulation, or measures adopted by the enforcement authorities, will not increase the consumer protection given to debtors and other clients in the future, or that they will not favor the claims initiated by consumer groups or associations.

Class actions against financial entities for an indeterminate amount may adversely affect the profitability of the financial system and Banco Galicia’s business and financial condition.

Certain public and private organizations have initiated class actions against financial institutions in Argentina. The Argentine National Constitution and the Consumer Protection Law contain certain provisions regarding class actions. However, their guidance with respect to procedural rules for instituting and trying class action cases is limited. Nonetheless, by means of an ad hoc doctrine construction, Argentine courts have admitted class actions in some cases, including various lawsuits against financial entities (including Banco Galicia) related to “collective interests” such as alleged overcharging on products, applied interest rates and advice in the sale of public securities, etc. If class action plaintiffs were to prevail against financial institutions, their success could have an adverse effect on the financial industry and, consecuently, Banco Galicia’s business and financial condition.

Risk Factors Relating to Us

Increased competition and reduced spreads without a corresponding increase in lending volumes could adversely affect Banco Galicia’s operations and profits.

We expect competition in the financial market to increase and a continued consolidation among the number of market participants. Such consolidation and increased competition could require Banco Galicia to expend significant resources to defend its current market share in the agricultural and livestock sector, small and medium sized companies (“SMEs”) business sector and consumer finance operations. Banco Galicia and other subsidiaries of Grupo Financiero Galicia could experience reduced prices and margins and/or decreased volume of operations and market share, and therefore, the results of their operations could be adversely affected.

Similarly, we expect that competition to gain market share in the SMEs business segments is likely to increase. As a result, even if the demand for financial products and services from these markets continues to grow, competition may adversely affect the results of Banco Galicia’s operations by decreasing the margins it is able to generate from this sector of clients.

Tax audits or disputes, or changes in the tax laws applicable to Grupo Financiero Galicia, could materially increase its tax payments, and certain administrative proceedings started by tax authorities against financial institutions such as Banco Galicia could generate losses to such institutions.

Certain tax authorities in the provinces and in the City of Buenos Aires initiated administrative proceedings against certain financial institutions in order to collect higher gross income taxes from such financial institutions from year-end 2002 onwards. Provincial tax authorities claim a substantial amount in connection with gross income generated by financial institutions in 2002, as such authorities include the income related to the Compensatory Bond (as defined below), into the income subject of the tax. The purpose of the Compensatory Bond was to compensate financial institutions for the losses that they would otherwise incur as a result of the measures implemented to face the 2001-2002 economic crisis, in particular, the Asymmetric Pesification. Although the final decision of these proceedings is uncertain, financial institutions, including Banco Galicia, could suffer material losses.

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Banco Galicia’s net position in assets adjustable by the Reference Stabilization Coefficient (Coeficiente de Estabilización de Referencia, “CER”) exposes it to real interest rate variation.

The amendments and modifications of Banco Galicia’s assets and liabilities resulting from the Government measures to address the 2001-2002 economic crisis have created mismatches between its assets and liabilities in terms of currency, interest rate and terms. Currently, Banco Galicia has a net position in CER-adjustable assets (which index varies based on changes in consumer retail prices) that accrue a fixed interest rate on the adjusted principal. This position is funded by non-CER-adjustable liabilities, which bear market rates that are repriced, generally in the short term. This mismatch exposes Banco Galicia to fluctuations in real interest rates, with an adverse impact on income. Such mismatches may occur if there is a significant increase in real interest rates paid on our Peso-denominated liabilities, which occurs when the nominal interest rate increases more than the CER-adjusted interest rate linked to inflation.

Adverse conditions in the credit and capital markets and in the exchange rates may have a material adverse effect on Grupo Financiero Galicia’s financial condition and results of operations and adversely impact some of Grupo Financiero Galicia’s important funding sources, therefore limiting its ability to access funding from such sources in a cost effective and/or timely manner.

Grupo Financiero Galicia may sustain losses relating to its investment in fixed or variable income securities in capital stock, and in its monetary position due to, among other reasons, changes in market prices, defaults and fluctuations in interest rates and in the exchange rate. A deterioration in the capital markets may cause Grupo Financiero Galicia to record net losses due to a decrease in the value of its investment portfolios, in addition to the losses from trading positions caused by volatility in the prices of the financial markets, even if the economy does not suffer overall. Any of these losses could have a material adverse effect on our results of operations.

Some of Banco Galicia’s liquidity is derived from domestic banking institutions and/or the domestic capital markets. As of December 31, 2010, Banco Galicia’s liquidity ratio was 33.98%, as measured by liquid assets as a percentage of total deposits (liquid assets include cash and due from banks, holdings of securities issued by the Argentine Central Bank (“Lebac and Nobac”), net interbank loans, short-term placements with correspondent banks and reverse repurchase agreement transactions in the local market). Any disruptions in the local capital markets or in the local banking market, as have been experienced in Argentina in the past from time to time, may result in a reduction in availability and/or increased cost of financing for liquidity obtained from such sources. These conditions may impact Banco Galicia’s ability to replace, in a cost effective and/or timely manner, maturing liabilities and/or access funding to execute its growth strategy. Any such event may adversely affect Banco Galicia’s financial condition and/or results of operations.

Grupo Financiero Galicia estimates and establishes reserves for potential credit risk and credit losses, which may be inaccurate or insufficient, which may, in turn, materially and adversely affect its financial condition and results of operations.

Grupo Financiero Galicia estimates and establishes reserves for potential credit risk and credit losses related to changes in levels of income of borrowers, increased rates of inflation or an increase in interest rates. This process requires complex and subjective analysis, including economic projections and assumptions regarding the ability of debtors to repay their loans.

Therefore, if in the future Grupo Financiero Galicia is unable to effectively control the level of quality of its loan portfolio, if loss reserves for loans are inadequate to cover future losses on loans, or if it is required to increase its loss reserves due to an increase in the amount of its non-performing portfolio loans, the financial condition of Grupo Financiero Galicia and its results of operations could be materially and adversely affected.

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Changes in market conditions, and any risks associated thereto, could materially and adversely affect the financial condition and results of operations of Grupo Financiero Galicia.

Grupo Financiero Galicia is directly and indirectly affected by changes in market conditions. Market risk, or risk in the valuation of assets, liabilities or revenues may be adversely affected by a change in market conditions. This risk is inherent in the products and instruments associated with our operations, including long-term loans and short-term deposits, securities and bonds. Changes in market conditions could materially and adversely affect our financial condition and results of operations, including fluctuations in interest and currency exchange rates, stock prices, changes in the volatility of interest rates and foreign currency exchange, among others.

Grupo Financiero Galicia’s main subsidiary, Banco Galicia, could fail to fully or timely detect money laundering and other illegal or inappropriate activities which could result in Banco Galicia incurring additional liability and could harm its business and reputation.

Banco Galicia must be in compliance with all applicable laws against money laundering, terrorism financing and other regulations in Argentina. These laws and regulations require, among other things, that Banco Galicia adopt and implement policies and procedures which involve “getting to know the client” and reporting suspicious and material transactions to the applicable regulatory authorities. While Banco Galicia has adopted policies and procedures intended to detect and prevent the use of its bank network for money laundering activities and by terrorists, terrorist organizations and other general individual organizations, such policies and procedures may fail to fully eliminate the risk that Banco Galicia has been or is currently being used by other parties, without it’s knowledge, to engage in activities related to money laundering or other illegal or inappropriate activities. To the extent that Banco Galicia has not detected or does not detect such illegal activities, the relevant Governmental agencies to which it reports have the power and authority to impose fines and other penalties on Banco Galicia. In addition, its business and reputation could be adversely affected if clients use it for money laundering activities or illegal or inappropriate purposes.

Interruption or failure in Banco Galicia’s information technology systems could adversely affect its operations and financial position.

As a financial institution, Banco Galicia’s success is dependent upon the efficient and uninterrupted operation of its communications and computer hardware systems, including those systems related to the operation of its ATMs and website. Banco Galicia’s communications and computer hardware systems and transactions could be harmed or interrupted by fire, flood, power failures, defective telecommunications, computer viruses, electronic or physical theft and similar events or interruptions. Any of the foregoing events could cause system interruptions, delays and the loss of critical data and could prevent the Bank from operating at optimal levels or at all. In addition, disaster recovery planning may not be sufficient to cover all of these events and Banco Galicia could have inadequate insurance coverage or limits which could prevent it from receiving full compensation for its losses from a principal interruption. If any of these events occur, it could damage its reputation, be costly to cure and adversely affect its transactions as well as its results of operations and financial position.

Payment defaults by customers may materially and adversely affect the financial and operating results of Banco Galicia’s credit card subsidiaries, and in turn, those of the Bank.

Certain of Banco Galicia’s subsidiaries are credit card companies that create, develop, direct, manage, market and operate credit card and/or related consumer credit programs in Argentina. This type of business can be materially and adversely affected by cardholders’ failure to make payments on their credit cards or personal loans when due, difficulties in enforcing payment in court, the existence of installments that are unlikely to be collected, and bad debts. Current default levels, collection efforts and bad debts may vary and be affected by a number of factors beyond these credit card subsidiaries’ control, including, without limitation: (i) adverse changes in the general Argentine economy and/or local economies, (ii) political instability, (iii) increasing unemployment rates and (iv) depreciation of real and/or nominal wages. These and other factors may have a material adverse effect on current default levels, enforcement proceedings and losses; any one or more of these consequences could have a material adverse effect on the results of the business of Banco Galicia’s credit card subsidiaries.

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A decrease in the interest rates charged to clients of Banco Galicia’s credit card subsidiaries and related fees charged to merchants could materially and adversely affect the financial results of its credit card subsidiaries, and therefore its ability to make payments.

The rules that govern the credit card business provide for certain caps on the interest rates that clients may be charged and the fees that merchants may be charged by companies such as Banco Galicia’s credit card subsidiaries. Furthermore, general legal provisions exist pursuant to which courts could decrease the interest rates and/or fees agreed upon by the parties on the grounds that they are excessively high. A change in applicable law or the existence of court decisions that lower the cap on interest rates that clients may be charged and fees that merchants may be charged would reduce the revenues of the credit card companies, which could materially and adversely affect Grupo Financiero Galicia’s results.

Grupo Financiero Galicia could be unable to invest in its business developments and/or to repay its financial obligations due to a lack of liquidity caused by it being a holding company.

Grupo Financiero Galicia, as a holding company, conducts its operations through its subsidiaries. Consequently, it does not operate nor hold substantial assets, except for equity investments in its subsidiaries. Except for such assets, Grupo Financiero Galicia’s ability to invest in its business developments and/or to repay obligations is subject to the funds generated by its subsidiaries and their ability to pay cash dividends. In the absence of such funds, Grupo Financiero Galicia could have to resort to financing options at unappealing prices, rates and conditions. Additionally, such financing could be unavailable when Grupo Financiero Galicia may need it.

Grupo Financiero Galicia’s subsidiaries are under no obligation to pay any amount to enable Grupo Financiero Galicia to carry out investment activities and/or to cancel its liabilities, or to give Grupo Financiero Galicia funds for such purposes. Each of the subsidiaries is a legal entity separate from Grupo Financiero Galicia, and due to certain circumstances, legal or contractual restrictions, as well as to the subsidiaries’ financial condition and operating requirements, Grupo Financiero Galicia’s ability to receive dividends could be limited and, its ability to develop its business and/or to comply with its payment obligations could be limited.

In addition, under certain regulations, Banco Galicia has certain restrictions related to dividend distribution. Notwithstanding the fact that investments in its business developments and the repayment of Grupo Financiero Galicia’s obligations could be afforded through means other than dividends, such as bank loans or new issuances in the capital market, investors should take such restrictions into account when analyzing Grupo Financiero Galicia’s investment developments and/or its ability to cancel its obligations. For further information on dividend distribution restrictions, see Item 8. “Financial Information-Dividend Policy and Dividends”.

Item 4. Information on the Company

History and Development of the Company

Our legal name is Grupo Financiero Galicia S.A. We are a financial services holding company that was incorporated on September 14, 1999, as a “sociedad anónima” (“a stock corporation”) under the laws of Argentina. As a holding company we do not have operations of our own and conduct our business through our subsidiaries. Banco Galicia is our main subsidiary and one of Argentina’s largest full-service banks. Through the operating subsidiaries of Tarjetas Regionales S.A., a holding company wholly owned by Banco Galicia, and Compañía Financiera Argentina (95% Banco Galicia, 5% Tarjetas regionales S.A.), we provide proprietary brand credit cards and consumer finance services throughout Argentina. Through Sudamericana Holding S.A. and its subsidiaries or “Sudamericana” we provide insurance products in Argentina. We directly or indirectly own other companies providing financial related products as explained herein. We are one of Argentina’s largest financial services groups with consolidated assets of Ps.35,708 million as of December 31, 2010.

Our goal is to consolidate our position as one of Argentina’s leading comprehensive financial services providers while continuing to strengthen Banco Galicia’s position as one of Argentina’s leading banks. We seek to broaden and complement the operations and businesses of Banco Galicia, through holdings in companies and undertakings whose objectives are related to and/or can produce synergies with financial activities. Our non-banking subsidiaries operate in financial and related activities that Banco Galicia cannot undertake or in which it is limited to invest in due to restrictive banking regulations.

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Our domicile is in Buenos Aires, Argentina. Under our bylaws, our corporate duration is until June 30, 2100. Our duration can be extended by a resolution passed at a general extraordinary shareholders’ meeting. Our principal executive offices are located at Teniente General Juan D. Perón 456, Second Floor, (C1038AAJ), Buenos Aires, Argentina. Our telephone number is (54-11) 4343-7528.

Our agent for service of process in the United States is C T Corporation System, presently located at 111 Eighth Avenue, New York, New York 10011.

Organizational Structure

The following table illustrates our organizational structure as of December 31, 2010. Percentages indicate the ownership interests held. All of the companies shown in the chart are incorporated in Argentina, except for:

• Galicia Uruguay, incorporated in Uruguay and currently not an operating financial institution;

• Galval, incorporated in Uruguay;

• Galicia Cayman, incorporated in the Cayman Islands;

• Tarjeta Naranja Dominicana S.A., incorporated in the Dominican Republic.

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History

Grupo Financiero Galicia

Grupo Financiero Galicia was formed on September 14, 1999 as a financial services holding company to hold all of the shares of the capital stock of Banco Galicia held by members of the Escasany, Ayerza and Braun families. Its initial nominal capital amounted to 24,000 common shares, 12,516 of which were designated as class A ordinary (common) shares (the “class A shares”) and 11,484 of which were designated as class B ordinary (common) shares (the “class B shares”).

Following Grupo Financiero Galicia’s formation, the holding companies that held the shares in Banco Galicia on behalf of the Escasany, Ayerza and Braun families were merged into Grupo Financiero Galicia. Following the merger, Grupo Financiero Galicia held 46.34% of the outstanding shares of Banco Galicia. In addition, and due to the merger, Grupo Financiero Galicia’s capital increased from 24,000 to 543,000,000 common shares, 281,221,650 of which were designated as class A shares and 261,778,350 of which were designated as class B shares. Following this capital increase, all of our class A shares were held by EBA Holding S.A., an Argentine corporation that is 100% owned by our controlling shareholders, and our class B shares were held directly by our controlling shareholders in an amount equal to their ownership interests in the holding companies that were merged into Grupo Financiero Galicia.

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On May 16, 2000, our shareholders held an extraordinary shareholders’ meeting during which they unanimously approved a capital increase of up to Ps.628,704,540 and the public offering and listings of our class B shares. All of the new common shares were designated as class B shares, with a par value of Ps.1.00. During this extraordinary shareholders’ meeting, all of our existing shareholders waived their preemptive rights. In addition, the shareholders determined that the exchange ratio for the exchange offer would be one class B share of Banco Galicia for 2.5 of our class B shares and one ADS of Banco Galicia for one of our ADSs. The exchange offer was completed in July 2000 and the resulting capital increase was of Ps.549,407,017. At date of completion of the exchange offer, our only significant asset was our 93.23% interest in Banco Galicia.

On January 2, 2004, our shareholders held an extraordinary shareholders’ meeting during which they approved a capital increase of up to 149,000,000 preferred shares, each of them mandatorily convertible into one of our class B shares on the first anniversary of the date of issuance, to be subscribed for in up to US$100.0 million of face value of subordinated notes to be issued by Banco Galicia to its creditors in the restructuring of the foreign debt of its head office in Argentina (the “Head Office”) and its Cayman Branch, or cash. This capital increase was carried out in connection with the restructuring of Banco Galicia’s foreign debt. On May 13, 2004, we issued 149,000,000 preferred non-voting shares, with preference over the ordinary shares in the event of liquidation, each with a face value of Ps.1.00. The preferred shares were converted into class B shares on May 13, 2005. With this capital increase, our capital increased to Ps.1,241,407,017. For more information on Banco Galicia’s debt restructuring, please see below.

In January 2005, we created Galval, a securities broker based in Uruguay, with the purpose of providing trading and custody services. We own 100% of the capital and voting rights of this subsidiary.

In August 2007, Grupo Financiero Galicia exercised its preemptive rights in Banco Galicia’s share issuance and subscribed for 93.6 million shares of Banco Galicia. The consideration consisted of: (i) US$102.2 million face value of negotiable obligations due 2014 issued by Banco Galicia in May 2004, and (ii) cash. After the capital increase, Grupo Financiero Galicia held 94.66% of Banco Galicia’s shares, up from 93.60%. For more information on Banco Galicia’s capital increase, please see “-Banco Galicia-Banco Galicia’s 2007 Capital Increase”.

As of December 31, 2009, the controlling percentage held by Grupo Financiero Galicia in Banco Galicia was 94.71%, while as of December 31, 2010, such controlling percentage reached 94.84%.

Banco Galicia

Banco de Galicia y Buenos Aires S.A. is a banking corporation organized as a stock corporation under Argentine law and supervised and licensed to operate as a commercial bank by the Superintendencia de Entidades Financieras y Cambiarias (Superintendency of Financial Institutions and Exchange Bureaus or the “Superintendency”).

Banco Galicia was founded in September 1905 by a group of businessmen from the Spanish community in Argentina and initiated its activities in November of that year. Two years later, in 1907, Banco Galicia’s stock was listed on the Buenos Aires Stock Exchange (“BASE”). Banco Galicia’s business and branch network increased significantly by the late 1950s and continued expanding in the following decades, after regulatory changes allowed Banco Galicia to exercise its potential and gain a reputation for innovation, thereby achieving a leading role within the domestic banking industry.

In the late 1950s, Banco Galicia launched the equity fund FIMA Acciones and founded the predecessor of the asset manager Galicia Administradora de Fondos S.A., Sociedad Gerente de Fondos Comunes de Inversión (“Galicia Administradora de Fondos”). Beginning in the late 1960s Banco Galicia began to establish an international network mainly comprised of branches in New York and in the Cayman Islands, a bank in Uruguay and several representative offices.

In order to develop automated banking in Argentina and avoid bank disintermediation (i.e., when consumers directly access information or goods rather than using intermediaries) in the provision of electronic information and fund transfer services, in 1985, Banco Galicia established, together with four other private- sector banks operating in Argentina, Banelco S.A. to operate a nationwide automated teller system, which became the largest in the country. During the same year, Banco Galicia also acquired an interest in VISA Argentina S.A., and is currently one of the largest issuers of such cards in Argentina.

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During the 1990s, Banco Galicia implemented a growth and modernization strategy directed at achieving economies of scale and increasing productivity and, therefore, heavily invested in developing new businesses, acquiring new customers, widening its product offering, developing its IT and human resources capabilities, and expanding its distribution capacity. This was comprised of traditional channels (branches) and, especially, alternative channels, including new types of branches (in-store for example), ATMs, banking centers, phone banking and internet banking.

As part of its growth strategy, in 1995, Banco Galicia began a new expansion drive into the “Interior” of Argentina where high growth potential was believed to exist. Argentines refer to the Interior as that part of the country’s territory different from the federal capital and the areas surrounding the city of Buenos Aires (“Greater Buenos Aires”), i.e., the provinces, including the Buenos Aires Province but excluding the city of Buenos Aires and its surroundings. Typically the Interior is underserved relative to the city of Buenos Aires and its surroundings with respect to access to financial services and its population tends to use fewer banking services. As such, mainly between 1995 and 1999, Banco Galicia acquired equity interests in entities or formed several non-banking companies providing financial services to individuals in the Interior through the issuance of proprietary brand credit cards. See “-Regional Credit Card Companies” below. In addition, in 1997, Banco Galicia acquired a regional bank that was merged into it, with branches located mainly in Santa Fe and Córdoba, two of the wealthiest and more populated Argentine provinces.

In order to fund its strategy, during the 1990s, Banco Galicia tapped the international capital markets for both equity and debt. In June 1993, Banco Galicia carried out its initial international public offering in the United States and Europe and, as a result, began to list its American Depositary Receipts (“ADRs”) on the Nasdaq Stock Market until 2000, when Banco Galicia’s shares were exchanged for our shares. In 1991, it was the first Argentine bank to issue debt in the European capital markets and, in 1994, it was the first Latin American issuer of a convertible bond. In 1996, Banco Galicia raised equity again through a local and international public offering.

In 1996, Banco Galicia entered the bank-assurance business through an agreement with ITT Hartford Life Insurance Co. for the joint development of initiatives in the life insurance business. In this same year, Banco Galicia initiated its internet presence, which evolved into a full e-banking service for both companies and individuals.

At the end of 2000, Banco Galicia was the largest private-sector bank in the Argentine market with a 9.8% deposit market share.

In 2001 and 2002 Argentina experienced a severe political and financial crisis, which had a material adverse effect on the financial system, including on Banco Galicia, and on financial businesses as a whole but especially on financial intermediation activity. However, during the crisis, the provision of banking services of a transactional nature was maintained. With the normalization of the Argentine economy’s situation and the subsequent growth cycle that began in mid 2002, financial activities began to expand at high rates, which translated into high growth at the level of the financial system as a whole, including Banco Galicia. The provision of services continued to develop, even further than prior to the crisis, and financial intermediation resumed progressively.

Beginning in May 2002, Banco Galicia began to implement a series of initiatives to deal with the liquidity shortage caused by the systemic deposit run, the unavailability of funding and other adverse effects of the 2001-2002 crisis on the financial system as a whole. Banco Galicia significantly streamlined its operations and reduced its administrative expenses and, immediately after launching such initiatives, restored its liquidity. Also, in late 2002 and early 2003, Banco Galicia closed all of its operating units abroad or began to wind them down. In addition, Banco Galicia: (i) restructured most of its commercial loan portfolio, a process that was substantially completed in 2005, (ii) restructured its foreign debt, a process that began in 2002 and that was completed in May 2004, and resulted in an increase in its capitalization, and (iii) in February 2004, finalized the restructuring of its debt with the Argentine Central Bank incurred as a consequence of the 2001-2002 crisis.

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Together with the launching of the above-mentioned initiatives, Banco Galicia began to normalize its activities, progressively restoring its customer relations and growing its business with the private sector. Banco Galicia’s deposit base began to increase in the second half of 2002 and loan origination picked up in late 2003. In parallel to the implementation of the above-mentioned initiatives, and while consistently expanding its business, Banco Galicia undertook to progressively strengthen its balance sheet by (i) obtaining compensation from the Government for the negative effects of the Asymmetric Pesification, (ii) consistently reducing its high exposure to the public sector that was a legacy of the 2001-2002 crisis as well as (iii) reducing those liabilities incurred as a consequence of such crisis. Between 2005 and 2007, Banco Galicia significantly reduced its exposure to the public sector by, among others, using public-sector assets to repay in advance Argentine Central Bank debt and restructured foreign debt. In 2007, Banco Galicia finalized the full repayment in advance of its debt with the Argentine Central Bank incurred as a consequence of the 2001-2002 crisis. In addition, in August 2007, Banco Galicia repaid in full the negotiable obligations that it had issued to restructure the debt of its New York Branch and undertook a share offering to increase its capitalization, in order to be able to support the increase in regulatory capital requirements on a bank’s exposure to the public sector and the growth of its business with the private sector. For more information, see “-Banco Galicia’s 2007 Capital Increase” below.

On June 1, 2009, Banco Galicia entered into a stock purchase agreement with AIG and with AIG Consumer Finance Group Inc. for the purchase of the shares of the CFA Group, Argentine companies that are involved in financial and related activities.

Pursuant to Resolution No. 124, dated June 7, 2010, the Argentine Central Bank authorized the purchase of the shares of the CFA Group by Banco Galicia and Tarjetas Regionales S.A. and on August 31, 2010, through Resolution No. 299, the National Commission for the Defense of Competition (Comisión Nacional de Defensa de la Competencia) approved the transaction. The purchase of the shares of CFA Group was completed by Banco Galicia (95%) and Tarjetas Regionales S.A. (5%) on June 24, 2010. The fair market value of the price to acquire the shares of these companies was Ps.333.9 million. This purchase was financed with Banco Galicia’s available cash, within its ordinary course of business. See “—Compañía Financiera Argentina” below.

Restructuring of the Foreign Debt of Banco Galicia’s Head Office in Argentina and its Cayman Branch

On May 18, 2004, Banco Galicia successfully completed the restructuring of US$1,320.9 million of the debt of Banco Galicia’s Head Office and its Cayman Branch, consisting of bank debt (including debt with multilateral credit agencies) and bonds. This amount represented 98.2% of the foreign debt eligible for restructuring. As of December 31, 2010, the principal amount of old debt, the holders of which did not participate in the exchange offer was US$1.7 million.

Based on the final amounts validly tendered, on May 18, 2004, Banco Galicia paid creditors who elected to participate in the cash offer and the Boden offer and issued the following new debt instruments:

• US$648.5 million of long-term Dollar-denominated debt instruments, of which US$464.8 million were Dollar-denominated negotiable obligations due 2014 (referred to as the “Step Up Notes Due 2014” or the “2014 Notes”) issued under an indenture.

• US$399.8 million of medium-term Dollar-denominated debt instruments, of which US$352.8 million were Dollar-denominated negotiable obligations due 2010 (referred to as the “Floating Rate Notes Due 2010” or the “2010 Notes”) issued under an indenture.

• US$230.0 million of subordinated Dollar-denominated debt instruments, of which US$218.2 million were Dollar-denominated negotiable obligations due 2019 (referred to as the “Subordinated Notes Due 2019” or the “2019 Notes”) issued under an indenture.

As of December 31, 2010, the outstanding principal amount of debt resulting from the above-mentioned restructuring amounted to US$317.1 million, US$239.2 million lower than as of December 31, 2009 and US$371.4 million lower than as of December 31, 2008, due to amortization, prepayments and advance cancellations. For more information see Item 5. “Operating and Financial Review and Prospects-Item 5.A. “Operating Results-Contractual Obligations”, and “Funding”.

Banco Galicia’s 2007 Capital Increase

On October 11, 2006, Banco Galicia’s shareholders resolved to increase Banco Galicia’s capital stock by up to 100 million ordinary (common) book-entry, class B shares, with one vote per share and a nominal value of Ps.1.0 each. The new shares could be purchased, at the option of the purchaser, in cash or in 2010 Notes, 2014 Notes and/or 2019 Notes. The offer was made only to shareholders. The purpose of the capital increase was to guarantee Banco Galicia’s compliance with the Argentine Central Bank’s capital adequacy rules, in light of the increase in such requirements. This increase was expected because of the current and projected growth of Banco Galicia’s business volume with the private sector and the Argentine Central Bank’s regulations establishing increasing capital requirements in respect of public-sector assets. See Item 4. “Information on the Company-Selected Statistical Information-Regulatory Capital-Banco Galicia”.

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On July 27, 2007, we purchased 93,604,637 new shares through the exercise of our preemptive rights. During August 2007, Banco Galicia issued 93,664,806 new shares through the exercise of its shareholders’ preemptive and accretion rights. In total, the transaction led to a net increase in Banco Galicia’s shareholders’ equity of Ps.493 million, of which Ps.466 million was an aggregate increase in Banco Galicia’s shareholders’ equity items capital stock and issuance premiums, net of issuance costs, and Ps.27 million was a profit in connection with the portion paid for in 2014 Notes, given that these notes were received by Banco Galicia at a value lower than their book value.

Banco Galicia Uruguay S.A. and Galicia (Cayman) Ltd.

In 1983, Galicia Uruguay was established as a “Casa Bancaria”, a license that granted an offshore status, as an alternative service location for Banco Galicia’s customers. In September and October 1999, the Uruguayan government’s executive branch and the Uruguayan Central Bank, respectively, approved Galicia Uruguay’s status as a full service domestic bank. Due to the effects of the 2001-2002 crisis on Galicia Uruguay, in early 2002, the Central Bank of Uruguay suspended its activities and assumed control and management of Galicia Uruguay. In December 2002, Galicia Uruguay restructured its deposits into debt maturing in 2011. On June 1, 2004, Galicia Uruguay’s license to operate as a domestic commercial bank was revoked by the Central Bank of Uruguay, but it retained the license from the Uruguayan government’s executive branch. Control and management of Galicia Uruguay by the Central Bank of Uruguay ended on February 22, 2007. On May 15, 2009, Galicia Uruguay made available to its clients in advance US$27.3 million, corresponding to the remaining balance of its restructured debt, which was initially due in September 2011. At the date of this annual report, Galicia Uruguay was in the process of being liquidated and therefore was not engaged in any active business and its restructured debt (time deposits and negotiable obligations), has been repaid in full.

On May 29, 2009, the Special General Meeting of Galicia Uruguay approved the voluntary reduction of capital by redemption of shares. Following such capital reduction, Banco Galicia held 100% of the capital stock of Galicia Cayman, of which formerly 65.34% was controlled by Galicia Uruguay and the remaining 34.66% by Banco Galicia. As of the closing of fiscal year 2010 the shareholders’ equity of Galicia Uruguay amounted to Ps.46.0 million.

Galicia Cayman was established in 1988 in the Cayman Islands as another alternative service location for Banco Galicia’s customers. Galicia Uruguay’s situation adversely affected its subsidiary Galicia Cayman, which commenced voluntary liquidation and surrendered its banking license effective as of December 31, 2002. In May 2003, Galicia Cayman together with the provisional liquidators designated by the Grand Court of the Cayman Islands completed a debt restructuring plan and, with the authorization of such Court, presented it to all creditors for their consideration. The plan was approved, in whole, by the vote of 99.7% of creditors, exceeding the legal majority required, on July 10, 2003, and became effective and mandatory for all creditors. On February 2, 2006, the Grand Court of the Cayman Islands declared the plan as terminated and ended the involvement of any third parties in the company’s management beginning on February 23, 2006.

Regional Credit Card Companies

In the mid ‘90s, Banco Galicia made the strategic decision to target the “non-banked” individuals market, which, in Argentina, typically includes the low and medium-low income segments of the population which typically live in the Interior of the country, in addition to certain locations of the Greater Buenos Aires. To implement this strategic decision, among others, in 1995, Banco Galicia began investing in non-bank companies operating in certain regions of the Interior, providing financial services to individuals through the issuance of credit cards with proprietary brands and extending credit to its customers through such cards. We refer to these companies in aggregate as the “Regional Credit Card Companies”.

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In 1995, Banco Galicia made the first investment in this business by acquiring a minority stake in Tarjeta Naranja S.A. The remaining stake remained in the hands of the founders of the company, who currently retain a minority interest. This company had begun operations in 1985 in the city of Córdoba, the second largest city in Argentina, by marketing “Tarjeta Naranja”, its proprietary brand credit card, in this city and had enjoyed local growth.

In 1996, Banco Galicia formed Tarjetas Cuyanas S.A., to operate in the Cuyo Region (the provinces of Mendoza, San Juan and San Luis) in partnership with local businessmen, who currently retain a minority interest in the company. This company launched the “Nevada Card” in May 1996 in the city of Mendoza. Also in 1996, Banco Galicia formed a new company, Tarjetas del Mar S.A., to operate in the city of Mar del Plata and its area of influence. Tarjetas del Mar S.A. began marketing the “Mira” card in March 1997.

In early 1997, Banco Galicia purchased an interest in Comfiar S.A., a consumer finance company operating in the provinces of Santa Fe and Entre Ríos, which was merged into Tarjeta Naranja S.A. in January 2004.

In 1999, Banco Galicia reorganized its participation in this business through Tarjetas Regionales S.A., a holding company wholly owned by Banco Galicia and Galicia Cayman, which achieved control of Tarjeta Naranja S.A., Comfiar S.A., Tarjetas Cuyanas S.A., and Tarjetas del Mar S.A. In addition, in 1999, Tarjetas Regionales S.A. acquired a 12.5% interest in Tarjetas del Sur S.A., a credit card company operating in southern Argentina. In January 2000, this interest increased to 60% and, in February of the same year, Tarjeta Naranja S.A. acquired the remaining 40%. In March 2001, Tarjetas del Sur S.A. merged into Tarjeta Naranja S.A.

As of December 31, 2010, Banco Galicia held 68.22% of Tarjetas Regionales S.A. while Galicia Cayman held the remaining 31.78%. Directly or indirectly, as of that date, Banco Galicia held 80.0% of Tarjeta Naranja S.A., 60.0% of Tarjetas Cuyanas S.A., and 99.999% of Tarjetas del Mar S.A.

These companies have experienced a significant expansion of their customer bases, in absolute terms and with respect to the range of customers served, number of cards issued, distribution networks and size of operations, as well as a technological upgrade and general modernization. By mid 1995, Tarjeta Naranja S.A. had approximately 200,000 cards outstanding. As of December 31, 2010, the Regional Credit Card Companies had more than 5.6 million- cards outstanding in the aggregate and were the largest proprietary brand credit card operation in Argentina.

In terms of funding, the Regional Credit Card Companies have no currency or maturity mismatches and are determined to maintain the most diversified sources of funding. These companies strengthen their cash position with commitments contracts carried out with different banks, share the sales efforts and customer financing with the merchants, carry out a permanent reinvestment of their profits and plan their financial decisions giving priority to liquidity and funds reserve.

The above-mentioned is translated into a conservative financial policy aiming to maintain the business in the long term, providing services according to their customer’s needs and minimizing risks during periods of liquidity problems.

Compañía Financiera Argentina

CFA is a financial company which operates under the Financial Institutions’ Law and other regulations set forth by the Argentine Central Bank.

CFA is a leading financial company in Argentina in the personal loans business, providing consumer personal loans through different products. Within this framework, CFA grants unsecured personal loans within the Argentine territory, mainly through its “Efectivo Sí” offices, intermediary entities (mutuals, unions, cooperatives, etc.) and the financing of purchases through its affiliated merchants. It also issues credit cards, but on a small scale.

CFA had different names before adopting its current name. It was originally set up under the name “Río de la Plata Sociedad Anónima Comercial y de Financiaciones” on August 16, 1960, and in 1977 the name was changed to “Burofinanz S.A. Compañía Financiera” (authorized by Resolution No. 424 of the Argentine Central Bank, dated December 29, 1977).

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In 1992, CFA carried out its commercial activities under the name “Interbonos Compañía Financiera S.A.” (authorized by Resolution No. 284 of the Argentine Central Bank, dated June 17, 1992), as agent of the Mercado Abierto (fixed income brokerage) and later it shifted its activities to personal financing, providing small loans through retail merchants for the acquisition of different consumer goods. In 1994, it created “Efectivo Sí", which is a product aimed at satisfying the financial needs of the “non-bankarized” population sector, or that segment of the population characterized by limited interaction with traditional banks.

In 1995, Banco de Crédito Argentino acquired an interest in the company’s capital stock and later Banco de Crédito Argentino was acquired by BBVA Banco Francés S.A., which became the major shareholder of CFA. Subsequently, the “División Convenios” (Agreements Division) was created, which allowed CFA to enter the market of agreements with mutuals, unions, cooperatives and other intermediary organizations, and grant loans to its associates.

The Argentine Central Bank, through its Resolution No. 85 dated February 7, 1996, registered CFA’s change of denomination to “Compañía Financiera Argentina S.A.” and authorized it to operate as a financial company under the Financial Institutions’ Law, thus allowing CFA to initiate its activities since February 27, 1996.

In 1998, most of CFA’s capital stock was acquired by AIG Consumer Finance Group Inc., a company controlled by AIG American International Group Inc. Six years later, in 2004, the “Cuota Sí” product was designed, aimed at financing purchases through affiliated merchants.

Finally, in June 2010, Compañía Financiera Argentina was acquired by Banco Galicia and Tarjetas Regionales S.A., which hold an interest in CFA’s capital stock of 95% and 5%, respectively

Sudamericana

In 1996, Banco Galicia entered the bank-assurance business, through the establishment of a joint venture with Hartford Life International to sell life insurance and annuities, in which it had a 12.5% interest. In December 2000, Banco Galicia sold its interest in this company and purchased 12.5% of Sudamericana, a subsidiary of Hartford Life International. As a result of various acquisitions, Grupo Financiero Galicia owns 87.5% of Sudamericana (with the remaining 12.5% being held by Banco Galicia) which offers life, retirement and property and casualty insurance products in Argentina through its subsidiaries Galicia Seguros S.A. (“Galicia Seguros”), which provides property and casualty and life insurance, Galicia Retiro Compañía de Seguros S.A. (“Galicia Retiro”), which provides retirement insurance and Sudamericana Asesores de Seguros S.A. (insurance broker).

Net Investment S.A.

Net Investment was established in February 2000 as a holding company (87.5% owned by Grupo Financiero Galicia and 12.5% owned by Banco Galicia) whose initial purpose was to invest in and develop businesses related to technology, communications, internet connectivity and web contents. Net Investment has performed its activities in the areas of business to business e-commerce, with the purpose of creating and exchanging synergies with Banco Galicia’s business activities.

The board of directors of Net Investment has been analyzing new business alternatives and the shareholders decided to amend the corporate purpose to be able to have an interest in other companies that carry out related, accessory and/or else supplementary activities to those carried out by Net Investment. Furthermore, during this fiscal year Net Investment subscribed shares of a company that carries out activities related to business development through the internet. The equity investment held by Net Investment is equivalent to 0.23% of said company’s net worth.

The board of directors of Net Investment is analyzing the possibility of carrying out other business alternatives and opportunities for the current fiscal year.

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Galicia Warrants S.A.

Galicia Warrants was founded in April 1993, when it obtained the authorization from the relevant authorities to store goods and issue certificates of deposits of goods and warrants under the provisions of Law N° 9,643.

Galicia Warrants is a leading company in the deposit certificates and warrants issuance market and its main customers belong to the agricultural, industrial and agro-industrial sectors, as well as exporters and retailers. Its main objective is to enable its customers to access credit and financing, which are secured by the property kept under custody. Its shareholders are Grupo Financiero Galicia, with an 87.5% stake, and Banco Galicia, with the remaining 12.5%

Galval

Galval was formed in January 2005 under the laws of República Oriental del Uruguay and gradually started to operate in September 2005. Galval is a company that indirectly makes use of the free trade zone of Montevideo and renders brokerage services in República Oriental del Uruguay. Grupo Financiero Galicia owns the 100% of this company’s capital stock and voting rights.

GV Mandataria

In March 2008, GV Mandataria was incorporated with the purpose of carrying out securities related representations, mandates and commissions of all types, whether involving domestic or international companies. Grupo Financiero Galicia holds 90% of GV Mandataria’s stock, and the remaining 10% is held by Galval.

Business

Banking

Banco Galicia is our largest subsidiary. Banco Galicia operates in Argentina and substantially all of its customers, operations and assets are located in Argentina. Banco Galicia is a bank that provides, directly or through its subsidiaries, a wide variety of financial products and services to large corporations, “SMEs”, and individuals.

Banco Galicia is one of the main banks within the Argentine financial system, and is a leading provider of financial services in Argentina. As per the information published by the Argentine Central Bank, as of December 31, 2010, Banco Galicia ranked third in terms of assets and deposits and second in terms of its loan portfolio within private-sector banks. As of the same date, Banco Galicia was also ranked first among private-sector domestic banks in terms of loans and deposits. Its market share of private sector deposits and of loans to the private sector was of 8.14% and 8.28% respectively, as of the end of 2010. On a consolidated basis, as of the end of fiscal year 2010, Banco Galicia had total assets of Ps.35,299 million, total loans of Ps.21,334 million, total deposits of Ps.22,243 million, and its shareholders’ equity amounted to Ps.2,596 million.

Banco Galicia provides a full range of financial services through one of the most extensive and diversified distribution platforms amongst private-sector financial institutions in Argentina. This distribution platform is comprised of 239 full service banking branches, located throughout the country, 1,472 ATMs and self-service terminals owned by Banco Galicia, phone banking and e-banking facilities. Banco Galicia’s customer base reaches more than 2.1 million customers, who were comprised of mostly individuals but who also included more than 53,000 companies. Banco Galicia has a strong competitive position in retail banking, both with respect to individuals and SMEs. Specifically, it is one of the primary providers of financial services to individuals, one of the largest providers of credit cards, the primary private-sector institution serving the SMEs sector, and has traditionally maintained a leading position in the agriculture and livestock sectors.

For a breakdown of Banco Galicia’s revenues by category of activity for the last three financial years, see Item 5. “Operating and Financial Review and Prospects“—Item 5.A. Operating Results-Results by Segments-Banking.

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Wholesale Banking

The Wholesale Banking Division includes the entire Agriculture and Livestock Sector, the Capital Markets and Investment Banking Department, the Non-financial Public Sector Department and the Foreign Trade Department. The Wholesale Banking Division manages Banco Galicia’s business transactions with companies, aimed at developing value-added financial solutions and services, focused on the optimization of the business process of companies from the different economic sectors, thus contributing both to their business development and their competitive growth.

Banco Galicia is firmly committed to Argentina’s economic growth, which is reflected in their over 53,000 corporate customers and in the composition of Banco Galicia’s total loan portfolio (without consolidation with Tarjetas Regionales S.A. and CFA), 57% of which corresponds to credit provided to the manufacturing sector (40% to SMEs and to the agriculture and livestock sector and 17% to credit provided to large companies and corporations).

During the fiscal year ended December 31, 2010, Banco Galicia maintained its leading position in the SMEs and agriculture and livestock sectors, as well as a strong presence in the corporate sector. Throughout its history of over 100 years, Banco Galicia has demonstrated its commitment to the agriculture and livestock sector, building a direct and close relationship with producers and collectives of producers, developing tailor-made products and services and providing the professional and customized advisory services that such customers need.

Banco Galicia has a strong presence in the corporate sector, which has strengthened year after year due in part to the development of value-added solutions to meet its customers’ needs and the advisory services that Banco Galicia’s experienced team of professionals can provide.

An indicator of the efforts being undertaken by Banco Galicia in order to provide better quality products and services is the receipt by Banco Galicia of the ISO 9001 Certification, a recognition which is very valuable for Banco Galicia’s businesses, as it allows it to optimize its collection systems.

Banco Galicia offers several different collection and payment services, which are designed to reduce costs. During the fiscal year ended December 31, 2010, Cobranza Integrada Galicia (Galicia Integrated Collections), Pago a Proveedores (Payment to Suppliers) and Pago de Haberes (Payroll Payments) experienced large increases in transaction volume.

With nine Corporate Banking Centers distributed in the principal business areas of Argentina, Banco Galicia offers solutions adapted to the problems of each region, meeting the demands of customers on site, within the socio-economic environment in which they operate, and decentralizing decisions from Banco Galicia’s main office.

In respect of the commercial credit-card market, Banco Galicia strengthened its leading position by offering more benefits through its Galicia Business and Galicia Corporate credit cards, which are aimed at the SMEs and the large corporations segments, respectively.

Galicia Rural, the leading credit card within the agriculture and livestock sector, continued to offer financing options for the purchase of agricultural supplies and services on the following favorable terms: 0% interest rate and terms from 90 to 180 days for the purchase of seeds, agrochemicals, fertilizers, bulk liquefied gas, machines and services, among others.

Galicia Office is Banco Galicia’s corporate e-banking service, which companies use, without any cost, to make inquiries and requests about their banking products (accounts, loans, investments, Visa and Galicia Rural liquidations), as well as gain access to a wide range of information about their check portfolio and returned checks, request and ratify checkbooks, make transfers between their accounts and third party accounts, make investments, consult Banco Galicia regarding their foreign trade transaction balance, make payments to their employees with maximum security, renew their digital signature online and make payments to their suppliers. The volume of queries and transactions made through Galicia Office continues to grow year after year as well as the volume of companies currently subscribed to the service; currently more than 40,000 companies are using Galicia Office. During the fiscal year ended December 31, 2010, over 66 million queries and 2.7 million transactions were recorded.

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With respect to direct payroll deposits, the volume of transactions during the fiscal year ended December 31, 2010 exceeded the figure recorded in 2009 by 57%. With respect to foreign trade, the annual volume of transactions exceeded the figure recorded the previous fiscal year by 38%.

Capital Markets and Investment Banking

Banco Galicia’s capital market activity is focused on corporate debt transactions and, to a lesser extent, on securitization transactions. In addition, Banco Galicia contributes to the optimization of its affiliated companies’ financing strategies.

Non-Financial Public Sector

During the fiscal year ended December 31, 2010, Banco Galicia continued improving its position as a service provider for the public sector, by visiting and offering services to several municipalities and national universities. As a result of these actions, new agreements were entered into and additional services were offered to the municipal sector. Furthermore, Banco Galicia continued taking part in different public bids on direct payroll deposits. The interest in such offered services shown by the municipal sector places Banco Galicia in a good position to continue doing business in this sector in fiscal year 2011.

Foreign Trade

During 2010, import and export operations conducted through Banco Galicia totaled US$10,410 million, thus increasing its market share from 8% in 2009 to 8.3% in 2010.

Galicia Comex, the first internet portal specializing in foreign trade in the Argentine financial system, is increasingly being used by customers as a source of information and consultation. Through Galicia Comex, customers may access valuable information for their business, such as tools, key news, sector-specific reports, analyses on external markets and interpretation of regulations and articles written by specialists, among others, in order to provide a comprehensive review of the international markets, combining both operational and commercial aspects.

Retail Banking

The Retail Banking Division manages Banco Galicia’s business with individuals from all income brackets, micro and smaller businesses (i.e., those businesses with revenues below Ps.20,000,000 annually) and small retailers and professionals. Retail Banking provides a wide range of financial products and services, encompassing transactions, loans, and investments. On the transactions side, Banco Galicia offers its customers checking and savings accounts, credit and debit cards, and payroll direct deposit, among other services. Banco Galicia’s customers have access to its services through its branch network as well as through its electronic distribution channels. See “—Sales and Marketing.”

In 2010, communication efforts were focused on reinforcing the “Cada día más” (More Every Day) concept. Banco Galicia focused on communicating with its customers on a more regular basis, rendering better services to its customers based on their daily needs, and on providing attractive offers and savings.

Ten commercials were aired throughout the year. Based on surveys conducted, high awareness and strong brand recognition were achieved. This campaign mainly aired on TV, but also included strong online and radio advertising.

In 2010, Banco Galicia launched the Zona Galicia (Galicia Zone) application for cellular phones. Zona Galicia is a unique application that allows customers to access all the special offers from neighboring stores that are available to them. Banco Galicia is the first and only bank in Argentina to offer its customers the ability to access savings, branch and special offer information from their cellular phones, in an easy and cost-free manner.

Banco Galicia divides its customer base in respect of customer activity and income level in order to better meet the needs of each customer segment. For example, Galicia Prefer is a comprehensive financial package that was created for higher-income customers through which Banco Galicia renders distinctive services and financial products according to the needs of this customer segment. As part of this financial package, during 2009, Banco Galicia launched Galicia Prefer Platinum, a new service that includes exclusive features such as personal concierge, broad insurance coverage, preferential rates both for assets and investments, and higher financing limits, among others.

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Banco Galicia provides direct payroll deposit services to over 17,500 companies, which is comprised of accounts for approximately 590,000 customers. As of December 2010, Banco Galicia has more than 35,000 customers in the micro and small business segment, and more than 1.6 million individual clients.

Private Banking offers services to individuals with medium to high net incomes through management of their investment portfolios and provision of financial advisory services. Private Banking offers its customers a wide range of domestic financial investment alternatives, giving priority to Banco Galicia’s products (deposits and FIMA mutual funds, among others) and to trusts and securities for which Banco Galicia acts as an arranger. In addition, Private Banking offers broad geographic coverage, with 13 service centers throughout Argentina.

Banco Galicia’s retail banking customer service model received the ISO 9001 Certification and the ISO 9001:2008 Certification, which further establishes Private Banking’s commitment to the ongoing improvement of its customer service quality.

Banco Galicia issues Visa, Visa Débito, American Express and MasterCard credit cards, and currently has 1.35 million active accounts, in addition to the proprietary credit cards issued by the Regional Credit Card Companies.

Banco Galicia has placed special emphasis on its personal loan customer base and has aimed at sustaining growth while maintaining its excellent risk levels. With this goal in mind, Banco Galicia has continued to simplify credit screening measures (through an automatic credit rating process) for those customers whose salaries are directly deposited in Banco Galicia or those who already have an outstanding loan.

Banco Galicia is focused on offering tailored lines of credit with characteristics that are in line with the different needs and income segments of its customers. Such focus has allowed Banco Galicia to increase the amount of lines of credit it offers, while also achieving increasing profitability levels.

Banco Galicia’s extensive branch network is one of the key components of its distribution network, and is one of its most important competitive advantages. Banco Galicia’s distribution network is supported by the use of its intranet (Banco Galicia’s system of branch-to-branch communication), the use of its information technology systems, the customer incentives that it consistently offers and the constant monitoring of its customer service quality.

As of December 31, 2010, Banco Galicia’s branch network’s geographical distribution was as follows:

Geographical Area	Number of Branches
City of Buenos Aires		77
Greater Buenos Aires		62
Rest of the Province of Buenos Aires		28
Santa Fe		15
Córdoba		15
Mendoza		9
Entre Ríos and Chubut	4 each
Río Negro		3
Corrientes, La Pampa, Misiones, San Luis, Tierra del Fuego and Tucumán	2 each
Catamarca, Chaco, Formosa, Jujuy, La Rioja, Neuquén, Salta, Santa Cruz, Santiago del Estero and San Juan	1 each
Total		239

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Apart from its branches, Banco Galicia uses Red Galicia 24, the bancogalicia.com portal, Galicia Servicios Móviles and its Retail Sales Division, which are service, transactional and sales channels focused on individual and corporate customers.

Banco Galicia’s ATMs and self-service terminals provide its customers with a means of solving their transactional needs in a simple, safe and affordable way, on a 24/7 basis. They are distributed all over the country in the branch network and other locations, such as gas stations, supermarkets and shopping malls.

During the first quarter of the fiscal year ended December 31, 2009, Banco Galicia completed the replacement of all of the ATMs in its branches and other locations. In addition, toward the end of 2009, Banco Galicia was the first bank in Argentina to provide an ATM that allows customers to deposit funds without using an envelope. This technology immediately authorizes deposits in Issuer accounts and the money is immediately credited online. This technology provides additional speed and sophistication for deposits, thus eliminating the use of envelopes, the only way to deposit money in Argentina prior to the use of this type of ATM technology. During the fiscal year ended December 31, 2010, Banco Galicia installed 18 ATMs with such technology.

The bancogalicia.com website makes it possible for customers to request products according to their needs with the assistance of an interactive advisor, obtain information on promotions in the innovative benefits catalogue, and get information about all the products and services offered by Banco Galicia. It also facilitates access to Banco Galicia’s specific web pages for both individuals (Galicia Home Banking) and companies (Galicia Office), allowing customers to access Banco Galicia’s products and services from any location, 365 days a year.

Galicia Servicios Móviles is a suite of services for cell phones (SMS, WAP, and Java and iPhone applications), allowing customers to inquire about their accounts, pay balances, subscribe to alerts and obtain information regarding their credit cards.

Regional Credit Card Companies

The companies devoted to the issuance of regional credit cards and the provision of financing transactions to consumers are subsidiaries of Banco Galicia through Tarjetas Regionales S.A. (Tarjeta Naranja S.A., Tarjetas Cuyanas S.A. and Tarjetas del Mar S.A.).

These Regional Credit Card Companies are estimated to comprise the largest operations of their kind in Argentina. These companies issue proprietary brand credit cards (the “Naranja,” “Nevada” and “Mira” cards) to their customers that are primarily located in the interior (i.e. outside of the Greater Buenos Aires area), which allow their holders to charge purchases of goods or services in a network of more than 100,000 retailers that have agreed to accept the cards. These companies accept and process from each participating retailer the charges arising from cardholder purchases. The cards can be used as charge cards or purchases can be financed through different optional payment schedules, which vary from merchant to merchant. These Regional Credit Card Companies also extend personal loans to their cardholders to be repaid in up to 24 fixed installments. Through these cards, customers also have access to the ATM networks throughout Argentina (Banelco and Link), through which customers can make cash withdrawals and access automatic debit services, among other services. These Regional Credit Card Companies also issue Visa, American Express and MasterCard cards to holders of their proprietary brand cards. All customer products are managed through a single statement.

As of December 31, 2010, the Regional Credit Card Companies’ branch network was composed of 231 service centers and the staff of all of the Regional Credit Card Companies was comprised of almost 5,000 employees.

As of December 31, 2010, the number of statements issued and the number of cards managed by the Regional Credit Card Companies exceeded 2.1 million and 5.4 million, respectively. With respect to business volume, aggregate annual purchases made by cardholders exceeded Ps.13,052 million during the fiscal year ended December 31, 2010, representing an increase of 44% from the fiscal year ended December 31, 2009, and the loan portfolio of the Regional Credit Card Companies (before allowances for loan losses and including securitized loans) for the fiscal year ended December 31, 2010 amounted to Ps.5,598 million, representing a 53.7% increase from the end of 2009. In 2010, the total number of transactions (purchase coupons plus loan and advance operations) amounted to 99.2 million, representing a 29.2% increase from the end of the fiscal year ended December 31, 2009.

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During the fiscal year ended December 31, 2009, aggregate annual purchases made by cardholders were more than Ps.9,061 million, representing an increase of almost 20% from the fiscal year ended December 31, 2008, and the loan portfolio of the Regional Credit Card Companies (before allowances for loan losses and including securitized loans) for the fiscal year ended December 31, 2009 amounted to Ps.3,641 million, representing a 12.1% increase from the end of the fiscal year ended December 31, 2008. In the fiscal year ended December 31, 2009, the total number of transactions (purchase coupons plus loan and advance operations) amounted to approximately 77 million.

For a breakdown of the Regional Credit Card Companies’ revenues for the last three financial years, see Item 5. “Operating and Financial Review and Prospects“—Item 5.A. “Operating Results-Results by Segments-Regional Credit Cards”.

CFA

CFA is the leading financial company in Argentina in the personal loan business. As of December 31, 2010, CFA’s assets were over Ps.1,728 million and its shareholders’ equity was Ps.768.7 million. CFA Group employed 1,160 people. With 59 branches and 36 points of sale throughout Argentina, CFA offers its products to 470,000 customers, who belong, in general, to the low-to-medium income segments, characterized by limited interaction with traditional banks. Such customers often seek a more simplified and quick processing regime for their loans and other banking products.

Main products:

• Efectivo Sí: Unsecured personal loans payable in installments.

• Cuota Sí: Product to finance purchases of goods through merchants associated with CFA, without using any cash or credit cards. Such goods include home appliances, household goods and construction materials.

• Loans to Public Sector Employees: Loans targeted to public sector employees on the national level, which are deducted directly from their salary.

• Loans to Financial Brokerage Firms and Employees. Payroll loans to affiliates or associate members of brokerage firms (mutuals, cooperatives, unions, etc.) and to company employees.

• Credit Cards: Issued by Visa and MasterCard, both at domestic and international level.

• Pagos Jubilatorios de la ANSES (Retirement and pension payment — National Social Security Administration): Aimed at retired people and pensioners collecting their payments at CFA.

• Microfinance: Credit lines for small ventures in specific geographic areas across the country.

• Insurance: CFA sells different types of insurance policies from leading companies of the market to meet customers’ needs.

For a breakdown of CFA’s revenues for the last financial year, see Item 5. “Operating and Financial Review and Prospects“—Item 5.A. “Operating Results-Results by Segments-CFA Personal Loans”.

Financial Division

The Financial Division of Banco Galicia includes the Treasury, Banking Relations and Management of Assets and Liabilities departments. In addition, this division is also involved in the mutual funds business and in the brokerage business through Galicia Valores S.A. Sociedad de Bolsa (“Galicia Valores”).

The Treasury Department is responsible for, among other things, managing liquidity and the different financial risks of Banco Galicia, based on the parameters determined by Banco Galicia’s board of directors. It manages positions in foreign currency and government securities, and it also acts as an intermediary and distributes financial instruments for its own customers (institutional investors) and corporate customers and individuals. The Treasury Department participates in different markets in its capacity as agent of the Mercado Abierto Electrónico (“MAE”) and member of the Rosario Futures Exchange, Financial Products Division. Through Galicia Valores, this department offers customers the ability to buy and sell securities on the BASE.

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In 2010, Banco Galicia was ranked 4th in the MAE’s annual ranking for transactions of fixed-income instruments. In the wholesale foreign exchange market, the total amount corresponding to transactions made by Banco Galicia through the MAE totaled US$9,023 million, which represented a 61% increase from 2009.

During 2010, Banco Galicia increased its operations in the interest rate derivatives market within the MAE, and ranked 3rd place in swaps and in futures contracts, in terms of volume.

The Banking Relations Department is responsible, at the international level, for managing Banco Galicia’s business relationships with banks, international credit agencies, official credit agencies and international mutual funds and, since the fourth quarter of the fiscal year ended December 31, 2009, with financial institutions and exchange houses within the domestic sector.

The Management of Assets and Liabilities Department is in charge of preparing and analyzing information aimed at managing the mismatches to which Banco Galicia’s activities are subject, and maintaining the exposure within the policies determined by Banco Galicia’s board of directors. This department’s responsibilities include the provision of support to the Assets and Liabilities Committee (ALCO) through the analysis, quantification and control of the risks associated with different business strategies and market scenarios, as well as the follow-up and control of liquidity policies and currency mismatches, whether due to regulations of the Argentine Central Bank or Banco Galicia’s operations.

Banco Galicia distributes the FIMA mutual funds through its broad distribution network (branches, electronic banking and telephone banking) to different customer segments (institutions, companies and individuals), while it acts as custodian of the assets that make up the funds in its role as depository. Galicia Administradora de Fondos is the company that manages investments and determines the value of the mutual fund units on a daily basis. The total value of the FIMA mutual funds was Ps.1,417 million as of December 31, 2010, with a market share of 6.9%.

The Comprehensive Corporate Services Division integrates all of Banco Galicia’s operations so as to improve the efficiency of Banco Galicia’s operational processes.

Insurance

Galicia Seguros is a provider of a variety of property and casualty (“P&C”) and life insurance products. Its most important line of business is group life insurance, including employee benefit plans and credit related insurance. With regard to P&C insurance products, it primarily underwrites home and ATM theft insurance. Galicia Retiro provides annuity products, and Sudamericana Asesores de Seguros S.A. is an insurance broker. These companies operations are all located in Argentina.

Total insurance production of the aforementioned insurance companies amounted to Ps.417.5 million during 2010, 28% higher than the volume of premiums of the previous year (Ps.325.5 million).

This increase in insurance production was recorded mainly for Galicia Seguros, with Ps.92.1 million more premiums written than in the same period of the previous fiscal year. As regards Galicia Seguros’ business transactions, the focus was placed on continuing to increase the company’s turnover and sales, which in 2010 amounted to Ps.151.7 million of annualized premiums. This represented a 60% growth when compared to the previous year, thus increasing the insurance policy laps ratio and extending the types of coverage offered.

The coming into force of Law N° 26,425 that creates the Argentine Integrated Social Security System (SIPA as per its initials in Spanish) meant the end of pension-linked life annuities, the main product marketed by Galicia Retiro. Consequently, the company is analyzing whether or not to re-launch new voluntary retirement products, both individual and group.

Within the current economic framework, measures aimed at complying with the goals established in the Business Plan will continue during 2011.

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Other Businesses

Galicia Warrants: this company is a leading company in the deposit certificates and warrants issuance market. It has been continuously conducting transactions since 1994, supporting medium and large companies in regard to the custody of stocks. Galicia Warrants main objective is to enable its customers access to credit and financing, which are secured by the property kept under custody. Galicia Warrants main customers belong to the agricultural, industrial and agro-industrial sectors, and also include exporters and retailers. Within the framework of growth the Argentine economy has been experiencing, industrial and agro-industrial higher activity levels, resulted in higher demand for credit and, therefore, an increase in financing-related activities. This trend is expected to continue during the next fiscal year. During 2010 the company recorded income from services for Ps.10.5 million, with a net income amounting to Ps.2.1 million at the fiscal year-end.

Net Investment: this company has performed its activities in the areas of intercompany e-commerce, with the purpose of creating and exchanging synergies with Banco Galicia’s business activities.

The board of directors of Net Investment has been analyzing new business alternatives and the shareholders decided to amend the corporate purpose to be able to have an interest in other companies that carry out related, accessory and/or else supplementary activities to those carried out by Net Investment. Furthermore, during this fiscal year Net Investment subscribed for shares of a company that carries out activities related to business development through the internet. The equity investment held by Net Investment is equivalent to 0.23% of said company’s net worth.

The board of directors of Net Investment is analyzing the possibility of carrying out other business alternatives and opportunities for the current fiscal year.

Galval: this company mainly generates fee income from brokerage and custodial services. As of December 31, 2010; it had customers’ securities held in custody for US$121.95 million, of which US$14.3 million corresponded to the holding of securities of Grupo Financiero Galicia.

GV Mandataria: The company’s main purpose is to represent, act as agent and carry out brokerage activities of any sort, both for domestic and foreign companies. During 2010, income from services amounted to Ps.3.3 million, with a pretax net income of Ps.0.2 million.

For a breakdown of the other businesses’ revenues for the last three financial years, see Item 5. “Operating and Financial Review and Prospects“—Item 5.A. “Operating Results-Results by Segments-Other Grupo Businesses”.

Competition

Due to our financial holding structure, competition is experienced at the level of our operating subsidiaries. We face strong competition in most of the areas in which our subsidiaries are active. For a breakdown of our total revenues, for each of the past three fiscal years, for the activities discussed below (i.e., banking, regional credit cards, CFA personal loans and insurance), see Item 5. “Operating and Financial Review and Prospects“—Item 5.A. “Operating Results-Results by Segments”.

Banking

Banco Galicia faces significant competition in all of its principal areas of operation. Banco Galicia faces competition from foreign banks operating in Argentina, mainly large retail banks which are subsidiaries or branches of banks with global operations, Argentine national and provincial government-owned banks, private-sector domestic banks and cooperative banks, as well as non-bank financial institutions.

With respect to private-sector customers, the principal segment for Banco Galicia, the main competitors are large foreign banks and certain domestically-owned private-sector banks, which, prior to the crisis, operated in commercial or private banking and that, after the 2001-2002 crisis, acquired the retail operations of banks that left the business as a result of such crisis. Competition from public-sector banks has decreased since the immediate post-crisis period, as the public initially attracted to such institutions as a safe harbor began to search for better service with private-sector financial institutions. However, the three largest government-owned banks are of a significant size and also compete with Banco Galicia.

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Banco Galicia’s estimated deposit market share of private-sector deposits in the Argentine financial system was 8.14% as of December 31, 2010, compared to 7.73% as of December 31, 2009 and 7.5% as of December 31, 2008.

According to information published by the Argentine Central Bank, as of December 31, 2010, Banco Galicia was the third largest private-sector bank as measured by its assets and by its deposits, the second largest bank measured by its loan portfolio, and ranked sixth in terms of net worth.

Banco Galicia believes that it has a strong competitive position in retail banking, both with respect to individuals and SMEs. Specifically, Banco Galicia believes it is one of the primary providers of financial services to individuals, the primary private-sector institution serving the SMEs sector, and has traditionally maintained a leading position in the agriculture and livestock sector.

Argentine Banking System

As of December 31, 2010, the Argentine financial system consisted of 80 financial institutions, of which 64 were banks and 16 were financial non-bank institutions (including finance companies, credit unions and savings and loans associations). Of the 64 banks, 12 were Argentine national and provincial government-owned or related banks. Of the 52 private-sector banks, 31 were private-sector domestically-owned banks; 20 were foreign-owned banks (i.e., local branches or subsidiaries of foreign banks); and 1 was a cooperative bank, also domestically-owned.

As of the same date, the largest private-sector banks, in terms of total deposits, were: Banco Santander Río, BBVA Banco Francés, Banco Galicia, Banco Macro, HSBC Bank, Credicoop and Banco Patagonia. Banco Galicia, Banco Macro and Credicoop are domestically-owned banks and the others are foreign-owned banks. According to information published by the Argentine Central Bank as of December 31, 2010, private-sector banks accounted for 52.8% of total deposits and 62.2% of total net loans in the Argentine financial system. Argentine financial industry regulations do not raise significant entry or exit barriers, nor do they make any differentiation between locally or foreign-owned institutions. The only cooperative bank is active principally in consumer and middle-market banking, with a special emphasis on the lower end of the market. As of December 31, 2010, financial institutions (other than banks) accounted for approximately 0.3% of deposits and 2.8% of net loans in the Argentine financial system.

As of December 31, 2010, the largest Argentine national and provincial government-owned or related banks, in terms of total deposits, were Banco Nación and Banco de la Provincia de Buenos Aires. Under the provisions the Financial Institutions’ Law, public-sector banks have comparable rights and obligations to private banks, except that public-sector banks are usually chosen as depositaries for public-sector revenues and promote regional development and certain public-sector banks have preferential tax treatment. The bylaws of some public-sector banks provide that the governments that own them (both national and provincial governments) guarantee their commitments. Under current law, Banco de la Provincia de Buenos Aires is not subject to any taxes, levies or assessments that the Government may impose. According to information published by the Argentine Central Bank, as of December 31, 2010, government-owned banks and banks in which the national, provincial and municipal governments had an ownership interest accounted for 46.9% of deposits and 35% of loans in the Argentine financial system.

Consolidation has been a dominant theme in the Argentine banking sector since the 1990’s, with the total number of financial institutions declining from 214 in 1991 to 80 at December 31, 2010, with the ten largest banks holding 76.96% of the system’s deposits and 71.6% of the system’s loans as of December 31, 2010.

Foreign banks continue to have significant presence, despite the fact that the number of foreign banks decreased by 19 through December 2010, as compared to the end of 2001, and that foreign banks’ share of total deposits has decreased since the 2001-2002 crisis while the share of domestic private-sector banks has increased.

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Regional Credit Cards

No official data is available about the credit card market and the consumer of financial services’ market in the Interior, where the Regional Credit Card Companies operate. However, the Regional Credit Card Companies’ operation is estimated to be the largest of its kind in Argentina and Tarjeta Naranja S.A. is estimated to be the largest proprietary-brand credit card issuer in Argentina among approximately 150 existing companies.

Compañía Financiera Argentina

CFA markets all of its financial products mainly to C1, C2, C3 and D1 segments (medium and low income segments). CFA’s main competitors are: Banco Cetelem, Banco Columbia (which acquired the branch network of GE Money), Banco de Servicios y Transacciones (formerly Credilogros), Provencred (acquired by Banco Comafi to Citibank), Cooperativa la Capital del Plata, Caja de Crédito Cuenca, Banco de Servicios Financieros (Grupo Carrefour), Banco Supervielle and Banco Sáenz (Grupo Frávega). It’s worth mentioning that CFA is ranked 8^th within national personal loans market, over entities such as Citibank, HSBC, Banco Patagonia, Banco Credicoop and Banco Hipotecario.

CFA also faces competition with certain entities which render non-regulated services, or small chains, located in less populated cities. Some big chains also offer their own financing, such as Garbarino, Frávega, Megatone and Riveiro, through the issuance of financial trusts.

Insurance

Sudamericana’s subsidiaries face significant competition since, as of December 2010, the Argentine insurance industry was comprised of approximately 181 insurance companies, 38 of which were dedicated exclusively to life insurance and 21 to annuities. Subsidiaries of foreign insurance companies and the world’s largest insurance companies with global operations are among these companies. In addition, as of that date, the number of brokers amounted to approximately 22,900 individuals and 450 companies.

During 2010, the insurance industry continued growing. Production amounted to Ps.41,202.9 million, 15.8% higher than the level recorded for 2009 at constant values.

Out of the total insurance production, 81% relates to property insurance, 17% relates to life and personal insurance, and 2% relates to retirement insurance.

Within the 81% corresponding to property insurance, the automotive insurance segment continues to be the most significant one (45%), followed by the workers’ compensation segment (29%).

Within the life insurance business, the group life insurance segment is the most significant, representing 65%, followed by individual life insurance, representing 16%, and personal accident insurance, representing 13%.

As of December 2010, Galicia Seguros ranked seventh in terms of net premium of life insurance policies underwritten and first in terms of net premium of home insurance policies underwritten.

Sales and Marketing

Banco Galicia’s, the Regional Credit Card Companies’ and CFA’s distribution capabilities are our principal marketing channels. Our distribution network is one of the largest and most flexible distribution platforms in the country and has nationwide coverage. The network of offices of the Regional Credit Card Companies mainly serves the medium and low income segments of the population, which generally make less use of bank services, through offices located all across the Interior of the country. CFA’s network serves the low income segment of the population, mainly in Buenos Aires and its outskirts. Through Banco Galicia, we operate a nationwide distribution network, which is one of the most extensive and diversified distribution networks among private-sector financial institutions in Argentina.

	March 2011
Branches (number)
Bank Branches		240
Regional Credit Card Cos. Branches		175
CFA Branches		95
Business Centers and In-House Facilities		21
Private-Banking Centers		13
Electronic Banking Terminals (number)
ATMs		701
Self-Service Terminals		786
Electronic Banking Transactions (thousands per month)
ATMs + Self-Service Terminals		14,134
Phone-Banking		331
e-banking		23,561

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Banco Galicia markets all of its financial products and services to high-, medium- and medium- to low-income individuals, including loans, insurance and FIMA family of mutual funds, among others, through its branch network, which operates on-line in real time. Within the branches, the sales force is specialized by type of customer and by customer segment. Banco Galicia’s sales policy encourages tellers to perform sales functions as well. Wealthy individuals who are private banking customers are served by specialized officers and a specialized network of service centers, including a head office facility.

Commercial and investment banking services to large corporations and other entities are provided in a centralized manner. Branch officers are responsible for Banco Galicia’s relationship with middle-market and small businesses and most of the agriculture and livestock sector customers. Banco Galicia also has established specialized centers that concentrate on providing service to businesses, which are distributed across the country and located in main cities of the Interior and certain customer companies facilities.

All of Banco Galicia’s individual and corporate customers have access to Banco Galicia’s electronic distribution channels, including the ATM and self-service terminals network and self-service terminals (“Red Galicia 24”), a multifunction call center (the “CCC”), an e-banking website (bancogalicia.com) and a banking service through cell phones (“Galicia Móvil”).

Banco Galicia is client service oriented and assigns great importance to its service model and seeks to improve it constantly.

Banco Galicia has a segmented marketing approach and designs marketing campaigns focused on specific segments of Banco Galicia’s customer base. Banco Galicia’s marketing strategy is also focused on the development of long-term relationships with customers based on a deep and increasing knowledge of those customers. As part of this client-oriented strategy, Banco Galicia implemented a customer relationship management technology. Banco Galicia’s investment in advertising has increased in the last years, in line with the general market’s trend and particularly, the Argentine financial system’s increase in investment and number of advertisers. These actions, along with massive events in shopping centers across the country and many direct-marketing programs have reinforced the perception of Banco Galicia as a close and friendly bank and have strengthened the brand image, allowing Banco Galicia to regain the “top of mind” (immediate brand recollection) leadership in its category.

Banco Galicia considers quality of service as the main element capable of distinguishing it from competitors. In order to measure this indicator, Banco Galicia periodically performs surveys, with positive results in recent years, showing high customer satisfaction. The Regional Credit Card Companies market their products and services through a network of branches and service centers, the size of which depends on the size of the locations in which they operate. The companies’ culture is strongly client service oriented and assigns great importance to quality of service. Sales officials receive intensive training in personalized sale of the companies’ products and quality of service, given that the bulk of sales is conducted on a one-on-one basis. Quality of service at the branches is permanently monitored by third parties and availability is enhanced through extended business hours. In addition, each of the companies has a web site through which they conduct sales, receive customers’ requests (such as requests for statements, loans or increases in the credit limits assigned and new cards, among others), provide information on and promote products. These sites include a link that allows payments to be made. In addition, each company has a call center, through which sales, post-sales and collection functions are performed. CFA markets its products through a network of 59 branches and 36 points of sales, located throughout Argentina. The company leads the personal loan business among financial institutions in Argentina and offers its products to customers who belong, in general, to the low-to-medium income segments, characterized by limited interaction with traditional banks. As such, CFA offers its product "Cuota SI” in approximately 4,800 merchants, of which 800 are active, while the agreements are offered out of the branches through different channels. Such customers often seek a more simplified and quick processing regime for their loans and other banking products.

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To market its products, Sudamericana’s subsidiaries mainly use Banco Galicia’s and the Regional Credit Card Companies’ distribution networks. They also use the sales officers of Sudamericana Asesores de Seguros S.A. In addition Sudamericana has a telemarketing center of its own.

Property

The following are our main property assets, as of December 31, 2010:

		Square
		Meters
Property	Address	(approx.)		Main Uses
Grupo Financiero Galicia
- Owned	-Tte. Gral. Juan D. Perón 456, 2nd floor, Buenos Aires, Argentina		191	Administrative activities
Banco de Galicia y Buenos Aires S.A.
- Owned	-Tte. Gral. Juan D. Perón 407, Buenos Aires, Argentina		17,300	Administrative activities
	-Tte. Gral. Juan D. Perón 430, Buenos Aires, Argentina		42,000	Administrative activities
	-Florida 361, Buenos Aires, Argentina		7,300	Administrative activities
- Rented	-San Martín 178/200, Buenos Aires, Argentina		3,600	Administrative activities
Banco Galicia Uruguay S.A. (in liquidation)
- Rented	-Montevideo, Uruguay		580	Storage
	-Dr. Americo Ricaldoni 2468, Montevideo, Uruguay		400	Administrative activities
Tarjeta Naranja S.A.
- Owned	-Sucre 152, 154 and 541, Córdoba, Argentina		6,307	Administrative activities
	-Humberto Primo, Córdoba, Argentina		4,883	Administrative activities
	-Jujuy 542, Córdoba, Argentina		853	Administrative activities
	-Ruta Nacional 36, km. 8, Córdoba, Argentina		49,249	Storage
	-Río Grande, Tierra del Fuego, Argentina		309	Administrative activities
	-San Jerónimo 2348 and 2350, Santa Fe, Argentina		1,475	Administrative activities
- Rented	-Sucre 145/151, La Rioja 359, 364 and 375, Córdoba, Argentina		4,450	Administrative activities and printing centre
Tarjetas Cuyanas S.A.
- Rented	-Belgrano 1415, Mendoza, Argentina		1,160	Administrative activities
	-Belgrano 1462, Mendoza, Argentina		1,156	Administrative activities
	-Belgrano 1478, Mendoza, Argentina		175	Printing centre
Tarjetas del Mar S.A.
- Rented	-Luro 3001, Mar del Plata, Buenos Aires, Argentina		100	Administrative Activities
	-Luro 2943, Mar del Plata, Buenos Aires, Argentina		980	Administrative Activities
	-Catamarca 1586, Mar del Plata, Buenos Aires, Argentina		170
Compañía Financiera Argentina
- Rented	-Florida 238, Buenos Aires, Argentina		4,500	Administrative Activities
	-Azopardo 467, Buenos Aires, Argentina		3,700	Administrative Activities
Galicia Seguros S.A.
- Owned	-Maipú 241, Buenos Aires, Argentina		3,261	Administrative activities
Galicia Warrants S.A.
- Owned	-Tte. Gral. Juan D. Perón 456, 6th floor, Buenos Aires, Argentina		118	Administrative activities
	-Alsina 3396/3510, San Miguel de Tucumán, Tucumán, Argentina		12,800	Storage
- Rented	-Alto Verde, Chicligasta, Tucumán, Argentina		2,000	Storage
Galval Agente de Valores S.A.
- Rented	-Zona Franca, Montevideo, Uruguay		300	Administrative activities
GV Mandataria de Valores S.A.
- Rented	-25 de Mayo 432, 3rd floor, Buenos Aires, Argentina (1)		336	Administrative activities

(1) Banco Galicia leases, from September 1, 2008 to August 31, 2011, a property to GV Mandataria, for US$4,500 per month during the first year, US$4,635 during the second year and US$4,775 during the third year.

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As of December 31, 2010, our distribution network consisted of:

• Banco Galicia: 239 branches located in Argentina, 137 of which were owned and 102 of which were rented by Banco Galicia, located in all of Argentina’s 23 provinces.

• Tarjeta Naranja S.A.: 122 sales points located in 21 of the 23 Argentine provinces, 120 of which were rented by the company.

• Tarjetas Cuyanas S.A.: 42 sales points in the provinces of Mendoza, San Juan, San Luis, Santiago del Estero, La Pampa, La Rioja, Catamarca, Neuquén, Rio Negro, Salta, Jujuy and Tucumán. All of them were rented.

• Tarjetas del Mar S.A.: 12 sales points located in the Province of Buenos Aires, all of which were rented. In addition, it owns 11 client assistance centers located in the Province of Buenos Aires and 48 sales stands located in premises that belong to La Anónima supermarket chain, in the provinces of Buenos Aires, La Pampa, Neuquén, Río Negro, Chubut and Tierra del Fuego.

• CFA: 41 branches, 38 mini-branches and 16 payment centers, all of which were rented, located in all of Argentina’s provinces, with at least one branch located in each province.

Capital Investments and Divestitures

During 2010, our capital expenditures amounted to Ps.330.5 million, distributed as follows:

• Ps.105.7 million in fixed assets (real estate, machinery and equipment, vehicles, furniture and fittings);

• Ps.13.1 million in construction in progress; and

• Ps.211.7 million in organizational and IT system development expenses.

During 2009, our capital expenditures amounted to Ps.179.5 million, distributed as follows:

• Ps.56.6 million in fixed assets (real estate, machinery and equipment, vehicles, furniture and fittings);

• Ps.4.7 million in construction in progress; and

• Ps.118.2 million in organizational and IT system development expenses.

During 2008, our capital expenditures amounted to Ps.279.9 million, distributed as follows:

• Ps.103.4 million in fixed assets (real estate, machinery and equipment, vehicles, furniture and fittings);

• Ps.44 million in construction in progress; and

• Ps.132.5 million in organizational and IT system development expenses.

These capital expenditures were made mainly in Argentina.

In June, 2009, Banco Galicia entered into an agreement with American International Inc. (“AIG”) and AIG Consumer Finance Group Inc. to purchase the outstanding shares of the CFA Group, a group of Argentine companies devoted to financial and complementary activities.

During fiscal year 2010, Banco Galicia purchased 95% of the shares of CFA and Tarjetas Regionales S.A. purchased the remaining 5% of the shares of CFA. The total cost for the shares was Ps.333.9 million (including acquisition costs), generating a negative goodwill of Ps.517.4 million resulting from the difference between the amount paid as acquisition cost and the book value of the net assets received.

During July, 2009, Galicia Warrants sold its Silos plant in San Salvador, province of Entre Ríos, generating a profit before tax of Ps.10.6 million.

During September 2008, the interests and credits that Banco Galicia had in Aguas Argentinas S.A. and Aguas Provinciales de Santa Fe S.A. (in liquidation) were sold, and the contingent obligations timely assumed in relation to such investments were also settled. As of December 31, 2007, the interests were fully provisioned, while the credits had their related regulatory provisions according to the debtor’s standing. As of September 30, 2008, and as a result of this transaction, a profit amounting to Ps.23.4 million was generated.

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We have budgeted capital expenditures for the fiscal year ending December 31, 2011, for the following purposes and amounts:

	(In millions of Pesos)
Infrastructure of Corporate Buildings, Tower and Branches (construction, furniture, equipment, phones, etc.)	Ps.	226.8
Fixed Assets		102.3
Organizational and IT System Development		294.4
Total	Ps.	623.5

These capital expenditures will be made mainly in Argentina.

Management considers that internal funds will be sufficient to finance fiscal year 2011 capital expenditures.

Selected Statistical Information

You should read this information in conjunction with the other information provided in this annual report, including our audited consolidated financial statements and Item 5. “Operating and Financial Review and Prospects”. We prepared this information from our financial records, which are maintained under accounting methods established by the Argentine Central Bank under Argentine Banking GAAP, and do not reflect adjustments necessary to reflect the information in accordance with U.S. GAAP.

The exchange rate used in translating Pesos into US Dollars, which is used in calculating the convenience translations included in the following tables is the Reference Exchange Rate published by the Argentine Central Bank, which was Ps.3.9758, Ps.3.7967 and Ps.3.4537 per US$1.00 as of December 31, 2010, December 31, 2009 and December 31, 2008, respectively. The exchange rate translations contained in this annual report should not be construed as representations that the stated Peso amounts actually represent or have been or could be converted into US Dollars at the rates indicated or any other rate. See Item 3. “Key Information-Exchange Rate Information”.

Average Balance Sheet and Income from Interest-Earning Assets and Expenses from Interest-Bearing Liabilities

The average balances of interest-earning assets and interest-bearing liabilities, including the related interest that is receivable and payable, are calculated on a daily basis for Banco Galicia, Galicia Uruguay, Tarjetas Regionales S.A. and CFA on a consolidated basis. CFA was consolidated since the third quarter of fiscal year 2010. The average balances of interest-earning assets and interest bearing liabilities are calculated on a monthly basis for Grupo Financiero Galicia and its other non-banking subsidiaries.

Average balances have been separated between those denominated in Pesos and those denominated in Dollars. The average yield/rate is the amount of interest earned or paid during the period divided by the related average balance.

Net gains/losses on government securities and related differences in quoted market prices are included in interest earned. We manage our trading activities in government securities as an integral part of our business. We do not distinguish between interest income and market gains or losses on our government securities portfolio. The non-accrual loans balance is included in the average loan balance calculation.

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The following table shows our consolidated average balances, accrued interest and nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal year ended December 31, 2010.

	Fiscal Year Ended December 31, 2010 (*)
	Pesos							Dollars									Total
						Average								Average								Average
	Average			Accrued		Yield/		Average			Accrued			Yield/			Average			Accrued		Yield/
	Balance			Interest		Rate		Balance			Interest			Rate			Balance			Interest		Rate
	(in millions of Pesos, except rates)
Assets
Government Securities		2,770.6			567.6		20.49		573.5			(181.0	)		(31.56	)		3,344.1			386.6		11.56
Loans
Private Sector		14,191.4			3,002.5		21.16		2,609.0			116.1			4.45			16,800.4			3,118.6		18.56
Banco Galicia and Regional Credit Card Companies		13,551.0			2,683.1		19.80		2,609.0			116.1			4.45			16,160.0			2,799.2		17.32
CFA		640.4			319.4		49.88		—			—			—			640.4			319.4		49.88
Public Sector		0.4			—		0.20		—			—			—			0.4			—		0.20
Total Loans (1)		14,191.8			3,002.5		21.16		2,609.0			116.1			4.45			16,800.8			3,118.6		18.56
Other		1,571.8			85.3		5.43		266.6			3.9			1.46			1,838.4			89.2		4.85
Total Interest-Earning Assets		18,534.2			3,655.4		19.72		3,449.1			(61.0	)		(1.77	)		21,983.3			3,594.4		16.35
Cash and Gold		2,084.8			—		—		2,233.0			—			—			4,317.8			—		—
Equity in Other Companies		702.5			—		—		147.7			—			—			850.2			—		—
Other Assets		2,735.0			—		—		183.6			—			—			2,918.6			—		—
Allowances		(901.1	)		—		—		(50.4	)		—			—			(951.5	)		—		—
Total Assets		23,155.4			—		—		5,963.0			—			—			29,118.4			—		—
Liabilities and Equity
Deposits
Current Accounts		328.1			5.5		1.67		180.0			—			—			508.1			5.5		1.08
Savings Accounts		2,717.5			7.7		0.28		1,298.7			—			—			4,016.2			7.7		0.19
Time Deposits		7,083.8			741.8		10.47		1,470.5			11.7			0.79			8,554.3			753.5		8.81
Total Interest-Bearing Deposits		10,129.4			755.0		7.45		2,949.2			11.7			0.40			13,078.6			766.7		5.86
Argentine Central Bank		—			—		—		0.7			—			—			0.7			—		—
Other Financial Entities		335.2			61.3		18.29		281.2			7.1			2.53			616.4			68.4		11.10
Debt Securities		256.7			32.3		12.58		2,019.4			196.2			9.72			2,276.1			228.5		10.04
Other		147.5			10.7		7.25		543.2			18.9			3.48			690.7			29.6		4.29
Total Interest-Bearing Liabilities		10,868.8			859.3		7.91		5,793.7			233.9			4.04			16,662.5			1,093.2		6.56
Demand Deposits		4,746.0			—		—		390.7			—			—			5,136.7			—		—
Other Liabilities		3,995.8			—		—		786.5			—			—			4,782.3			—		—
Minority Interests		341.9			—		—		—			—			—			341.9			—		—
Shareholders’ Equity		2,195.0			—		—		—			—			—			2,195.0			—		—
Total Liabilities and Equity		22,147.5			—		—		6,970.9			—			—			29,118.4			—		—
Spread and Net Yield
Interest Rate Spread							11.81								(5.81	)							9.79
Cost of Funds Supporting Interest-Earning Assets							4.64								6.78								4.97
Net Yield on Interest-Earning Assets							15.09								(8.55	)							11.38

(*)	Rates include the CER adjustment.
(1)	Non accruing loans have been included in average loans.

-43-

The following table shows our consolidated average balances, accrued interest and nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal year ended December 31, 2009.

	Fiscal Year Ended December 31, 2009 (*)
	Pesos							Dollars								Total
						Average							Average								Average
	Average			Accrued		Yield/		Average			Accrued		Yield/			Average			Accrued		Yield/
	Balance			Interest		Rate		Balance			Interest		Rate			Balance			Interest		Rate
	(in millions of Pesos, except rates)
Assets
Government Securities		2,500.7			505.0		20.19		2,185.8			50.1		2.29			4,686.5			555.1		11.84
Loans
Private Sector		9,431.6			2,049.8		21.73		1,912.0			140.3		7.34			11,343.6			2,190.1		19.31
Public Sector		120.0			27.0		22.50		—			—		—			120.0			27.0		22.50
Total Loans(1)		9,551.6			2,076.8		21.74		1,912.0			140.3		7.34			11,463.6			2,217.1		19.34
Other		1,717.9			111.2		6.47		510.0			4.0		0.78			2,227.9			115.2		5.17
Total Interest-Earning Assets		13,770.2			2,693.0		19.56		4,607.8			194.4		4.22			18,378.0			2,887.4		15.71
Cash and Gold		1,515.2			—		—		1,913.5			—		—			3,428.7			—		—
Equity in Other Companies		843.2			—		—		157.2			—		—			1,000.4			—		—
Other Assets		2,482.3			—		—		162.9			—		—			2,645.2			—		—
Allowances		(724.8	)		—		—		(42.2	)		—		—			(767.0	)		—		—
Total Assets		17,886.1			—		—		6,799.2			—		—			24,685.3			—		—
Liabilities and Equity
Deposits
Current Accounts		790.0			12.9		1.63		497.3			—		—			1,287.3			12.9		1.00
Savings Accounts		1,988.4			5.7		0.29		1,026.1			—		—			3,014.5			5.7		0.19
Time Deposits		6,073.9			843.2		13.88		1,318.0			19.1		1.45			7,391.9			862.3		11.67
Total Interest-Bearing Deposits		8,852.3			861.8		9.74		2,841.4			19.1		0.67			11,693.7			880.9		7.53
Argentine Central Bank		—			—		—		0.6			—		—			0.6			—		—
Other Financial Entities		236.5			44.8		18.94		167.9			9.0		5.36			404.4			53.8		13.30
Debt Securities		325.8			59.7		18.32		2,404.1			164.6		6.85			2,729.9			224.3		8.22
Other		162.9			12.2		7.49		931.9			44.1		4.73			1,094.8			56.3		5.14
Total Interest-Bearing Liabilities		9,577.5			978.5		10.22		6,345.9			236.8		3.73			15,923.4			1,215.3		7.63
Demand Deposits		3,058.8			—		—		6.2			—		—			3,065.0			—		—
Other Liabilities		2,816.3			—		—		669.5			—		—			3,485.8			—		—
Minority Interests		249.9			—		—		—			—		—			249.9			—		—
Shareholders’ Equity		1,961.2			—		—		—			—		—			1,961.2			—		—
Total Liabilities and Equity		17,663.7			—		—		7,021.6			—		—			24,685.3			—		—
Spread and Net Yield
Interest Rate Spread							9.34							0.49								8.08
Cost of Funds Supporting Interest-Earning Assets							7.11							5.14								6.61
Net Yield on Interest-Earning Assets							12.45							(0.92	)							9.10

(*)	Rates include the CER adjustment.
(1)	Non accruing loans have been included in average loans.

-44-

The following table shows our consolidated average balances, accrued interest and nominal interest rates for interest-earning assets and interest-bearing liabilities for the fiscal year ended December 31, 2008.

	Fiscal Year Ended December 31, 2008 (*)
	Pesos							Dollars								Total
						Average							Average								Average
	Average			Accrued		Yield/		Average			Accrued		Yield/			Average			Accrued		Yield/
	Balance			Interest		Rate		Balance			Interest		Rate			Balance			Interest		Rate
	(in millions of Pesos, except rates)
Assets
Government Securities		1,161.4			72.2		6.22		2,480.8			76.3		3.08			3,642.2			148.5		4.08
Loans
Private Sector		8,848.1			1,756.6		19.85		1,964.4			132.6		6.75			10,812.5			1,889.2		17.47
Public Sector		1,264.8			165.7		13.10		—			—		—			1,264.8			165.7		13.10
Total Loans(1)		10,112.9			1,922.3		19.01		1,964.4			132.6		6.75			12,077.3			2,054.9		17.01
Other(2)		2,908.1			197.0		6.77		1,264.9			15.2		1.20			4,173.0			212.2		5.09
Total Interest-Earning Assets		14,182.4			2,191.5		15.45		5,710.1			224.1		3.92			19,892.5			2,415.6		12.14
Cash and Gold		599.2			—		—		287.9			—		—			887.1			—		—
Equity in Other Companies		708.4			—		—		63.8			—		—			772.2			—		—
Other Assets		2,211.6			—		—		218.2			—		—			2,429.8			—		—
Allowances		(479.1	)		—		—		(90.0	)		—		—			(569.1	)		—		—
Total Assets		17,222.5			—		—		6,190.0			—		—			23,412.5			—		—
Liabilities and Equity
Deposits
Current Accounts		697.7			21.6		3.10		250.4			—		—			948.1			21.6		2.28
Savings Accounts		1,849.3			4.7		0.25		738.4			—		—			2,587.7			4.7		0.18
Time Deposits		5,797.6			749.9		12.93		971.8			17.8		1.83			6,769.4			767.7		11.34
Total Interest-Bearing Deposits		8,344.6			776.2		9.30		1,960.6			17.8		0.91			10,305.2			794.0		7.70
Argentine Central Bank		—			—		—		0.4			—		—			0.4			—		—
Other Financial Entities		297.7			53.8		18.07		797.5			39.3		4.93			1,095.2			93.1		8.50
Debt Securities		487.3			70.5		14.47		2,312.5			209.6		9.06			2,799.8			280.1		10.00
Other		224.9			21.6		9.60		1,269.0			88.9		7.01			1,493.9			110.5		7.40
Total Interest-Bearing Liabilities		9,354.5			922.1		9.86		6,340.0			355.6		5.61			15,694.5			1,277.7		8.14
Demand Deposits		2,873.6			—		—		12.4			—		—			2,886.0			—		—
Other Liabilities		2,313.1			—		—		559.5			—		—			2,872.6			—		—
Minority Interests		214.4			—		—		—			—		—			214.4			—		—
Shareholders’ Equity		1,745.0			—		—		—			—		—			1,745.0			—		—
Total Liabilities and Equity		16,500.6			—		—		6,911.9			—		—			23,412.5			—		—
Spread and Net Yield
Interest Rate Spread							5.59							(1.69	)							4.00
Cost of Funds Supporting Interest-Earning Assets							6.50							6.23								6.42
Net Yield on Interest-Earning Assets							8.95							(2.30	)							5.72

(*)	Rates include the CER adjustment.
(1)	Non accruing loans have been included in average loans. (2) Includes, among other amounts, the amounts corresponding to the Compensatory Bond and the Hedge Bond to be received.

-45-

Changes in Net Interest Income-Volume and Rate Analysis

The following table allocates, by currency of the underlying asset or liability, changes in our consolidated interest income and interest expenses between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective average yield/rate for (i) the fiscal year ended December 31, 2010 compared with the fiscal year ended December 31, 2009; and (ii) the fiscal year ended December 31, 2009, compared with the fiscal year ended December 31, 2008. Differences related to rate and volume are allocated proportionally to the rate variance and the volume variance, respectively.

	Fiscal Year 2010/ Fiscal Year 2009, Increase									Fiscal Year 2009/ Fiscal Year 2008, Increase
	(Decrease) due to changes in									(Decrease) due to changes in
	Volume			Rate			Net Change			Volume			Rate			Net Change
	(in millions of Pesos)
Interest Earning Assets
Government Securities
Pesos		55.2			7.4			62.6			146.6			286.2			432.8
Dollars		(11.0	)		(220.1	)		(231.1	)		(8.4	)		(17.8	)		(26.2	)
Total		44.2			(212.7	)		(168.5	)		138.2			268.4			406.6
Loans
Private Sector
Banco Galicia and Regional Credit Card Companies
Pesos		795.3			(162.0	)		633.3			120.4			172.8			293.2
Dollars		303.1			(327.3	)		(24.2	)		(3.4	)		11.1			7.7
Total		1,098.4			(489.3	)		609.1			117.0			183.9			300.9
CFA
Pesos		319.4			(*)			319.4			—			—			—
Dollars		—			—			—			—			—			—
Total		319.4			—			319.4			—			—			—
Public Sector
Pesos		(14.1	)		(12.9	)		(27.0	)		(668.4	)		529.7			(138.7	)
Dollars		—			—			—			—			—			—
Total		(14.1	)		(12.9	)		(27.0	)		(668.4	)		529.7			(138.7	)
Other
Pesos		(8.9	)		(17.0	)		(25.9	)		(77.4	)		(8.4	)		(85.8	)
Dollars		0.1			(0.2	)		(0.1	)		(7.0	)		(4.2	)		(11.2	)
Total		(8.8	)		(17.2	)		(26.0	)		(84.4	)		(12.6	)		(97.0	)
Total Interest-Earning Assets
Pesos		1,146.9			(184.5	)		962.4			(478.8	)		980.3			501.5
Dollars		292.2			(547.6	)		(255.4	)		(18.8	)		(10.9	)		(29.7	)
Total		1,439.1			(732.1	)		707.0			(497.6	)		969.4			471.8
Interest Bearing Liabilities
Demand Account
Pesos		(7.7	)		0.3			(7.4	)		3.4			(12.1	)		(8.7	)
Dollars		—			—			—			—			—			—
Total		(7.7	)		0.3			(7.4	)		3.4			(12.1	)		(8.7	)
Savings Account
Pesos		2.0			—			2.0			0.4			0.6			1.0
Dollars		—			—			—			—			—			—
Total		2.0			—			2.0			0.4			0.6			1.0
Time Deposits
Pesos		212.3			(313.7	)		(101.4	)		36.8			56.5			93.3
Dollars		2.6			(10.0	)		(7.4	)		3.2			(1.9	)		1.3
Total		214.9			(323.7	)		(108.8	)		40.0			54.6			94.6
With Other Financial Entities
Pesos		18.0			(1.5	)		16.5			(11.8	)		2.8			(9.0	)
Dollars		4.2			(6.1	)		(1.9	)		(33.9	)		3.6			(30.3	)
Total		22.2			(7.6	)		14.6			(45.7	)		6.4			(39.3	)
Negotiable Obligations
Pesos		(11.1	)		(16.3	)		(27.4	)		(55.5	)		44.7			(10.8	)
Dollars		(19.5	)		51.1			31.6			8.7			(53.7	)		(45.0	)
Total		(30.6	)		34.8			4.2			(46.8	)		(9.0	)		(55.8	)
Other liabilities
Pesos		(1.1	)		(0.4	)		(1.5	)		(5.2	)		(4.2	)		(9.4	)
Dollars		(15.4	)		(9.8	)		(25.2	)		(20.2	)		(24.6	)		(44.8	)
Total		(16.5	)		(10.2	)		(26.7	)		(25.4	)		(28.8	)		(54.2	)
Total Interest Bearing Liabilities
Pesos		212.4			(331.6	)		(119.2	)		(31.9	)		88.3			56.4
Dollars		(28.1	)		25.2			(2.9	)		(42.2	)		(76.6	)		(118.8	)
Total		184.3			(306.4	)		(122.1	)		(74.1	)		11.7			(62.4	)

(*) Regarding CFA’s loans and comparative disclosures for the year ended December 31, 2010, the information related to changes in volumes and rates is not presented, due to the fact that average balances or interest amounts did not exist for these activities for the above-mentioned periods in 2009. CFA’s loans were included in 2010 information since its acquisition in June 2010.

The increase of Ps.707.0 million in interest income for the fiscal year ended December 31, 2010, as compared to the previous year, is explained by the Ps.1,439.1 million benefit from the increase in total interest-earning assets, partially offset by the Ps.732.1 million decrease in interest rates.

In particular, the Ps.962.4 million benefit from Peso-denominated assets was mainly due to the increase in the volume of loans to the private sector, while the decrease from Dollar-denominated assets reflects the decline in the interest rate payable on government securities, primarily as a consequence of the establishment of a valuation allowance on the Government bonds denominated in Dollars at a Libor interest rate, due in 2012 (“Boden 2012 Bonds”), equivalent to the estimated difference between the book value and the realizable value that we consider reasonable. During the fiscal year ended December 31, 2010, these securities were sold.

In terms of interest expenses, the Ps.122.1 million decrease was mainly due to the increase in the volume of time deposits, partially offset by the reduction in interest rates.

-46-

Interest-Earning Assets-Net Yield on Interest-Earning Assets

The following table analyzes, by currency of denomination, the levels of our average interest-earning assets and net interest earned, and illustrates the net yields and spreads obtained, for each of the periods indicated.

	Fiscal Year Ended December 31,
	2010			2009			2008
	(in millions of Pesos, except percentages)
Total Average Interest-Earning Assets
Pesos		18,534.2			13,770.2			14,182.4
Dollars		3,449.1			4,607.8			5,710.1
Total		21,983.3			18,378.0			19,892.5
Net Interest Earned (1)
Pesos		2,796.1			1,714.5			1,269.4
Dollars		(294.9	)		(42.4	)		(131.5	)
Total		2,501.2			1,672.1			1,137.9
Net Yield on Interest-Earning Assets (2) (%)
Pesos		15.09			12.45			8.95
Dollars		(8.55	)		(0.92	)		(2.30	)
Weighted-Average Yield		11.38			9.10			5.72
Interest Spread, Nominal Basis (3) (%)
Pesos		11.81			9.34			5.59
Dollars		(5.81	)		0.49			(1.69	)
Weighted-Average Yield		9.79			8.08			4.00
Credit Related Fees Included in Net Interest Earned
Pesos		109.5			84.2			69.9
Dollars		—			—			—
Total		109.5			84.2			69.9

(1)	Net interest earned corresponds to the net financial income (“Financial Income” minus “Financial Expenses”, as set forth in the Income Statement), plus (i) financial fees included in “Income from Services — In Relation to Lending Transactions” in the Income Statement,(ii) contributions to the Deposits Insurance Fund included in the item with the same denomination that is part of the “Financial Expenses” caption in the Income Statement, and (iii) contributions and taxes on financial income included in the Income Statement under “Financial Expenses — Others”; minus (i) net income from corporate securities, included under “Financial Income/Expenses — Interest Income and Gains/Losses from Holdings of Government and Corporate Securities”, in the Income Statement,(ii) differences in quotation of gold and foreign currency included in the item with the same denomination that is part of the Financial Expenses/Income caption in the Income Statement, and (iii) the premiums and adjustments on forward transactions in foreign currency, included in the item “Financial Income-Others” in the Income Statement. Net interest earned also includes income from government securities used as security margins in repurchase agreement transactions. This income/loss is included in “Miscellaneous Income/Loss — Others” in the Income Statement. Net income from government securities includes both interest and gains/losses due to the variation of market quotations.
(2)	Net interest earned, divided by average interest-earning assets.
(3)	Interest spread, nominal basis is the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing deposits.

-47-

Government and Corporate Securities

The following table shows our holdings of government and corporate securities at the balance sheet dates stated below, and the breakdown of the portfolio in accordance with the Argentine Central Bank classification system and by the currency of denomination of the relevant securities. Our holdings of government securities represent mainly holdings of Banco Galicia.

	Fiscal Year Ended December 31,
	2010		2009		2008
	(in millions of Pesos)
Government Securities
Pesos
Investment		133.7		43.3		22.8
Issued by Argentine Central Bank — Lebac and Nobac		—		43.3		22.8
Bonar Bonds		133.7		—		—
Trading		38.4		100.7		233.7
Bonar Bonds		13.3		42.7		—
Bogar Bonds		—		—		1.6
Others		25.1		58.0		232.1
Issued by Argentine Central Bank		2,065.7		1,615.1		550.2
Lebac Unquoted		257.5		934.6		—
Lebac Quoted		359.1		633.9		—
Nobac Unquoted		1,265.0		29.5		520.2
Nobac Quoted		3.9		17.1		30.0
Lebac Repurchase Agreement Transactions		180.2		—		—
Without Quotation		—		945.7		69.8
Bonar Bonds		—		323.7		—
Discount Bonds in Pesos		—		622.0		69.8
Total Government Securities in Pesos		2,237.8		2,704.8		876.5
Dollars
Investment		—		—		527.4
Boden 2012 Bonds		—		—		525.9
Boden 2013 Bonds		—		—		1.5
Trading		29.9		13.5		0.4
Boden 2012 Bonds		—		—		—
Others		29.9		13.5		0.4
Government Securities for Repurchase Agreement Transactions with the Argentinte Central Bank		—		152.7		127.5
Boden 2013 — 2015 Bonds		—		—		127.5
Bonar Bonds		—		152.7		—
Without Quotation		—		1,036.2		—
Boden 2012 Bonds		—		1,032.4		—
Others		—		3.8		—
Total Government Securities in Dollars		29.9		1,202.4		655.3
Total Government Securities		2,267.7		3,907.2		1,531.8
Corporate Securities		10.3		13.2		0.1
Corporate Equity Securities (Quoted) in Pesos		10.3		0.1		0.1
Corporate Equity Securities (Quoted) in Dollars		—		13.1		—
Total Government and Corporate Securities		2,278.0		3,920.4		1,531.9

The decrease in our holdings of government securities in 2010 can mainly be attributed to the sale of Boden 2012 Bonds, bonds issued by the Government due in 2015 (“Bonar 2015 Bonds”), Government discount bonds (“Discount Bonds”) and Argentine GDP-linked negotiable securities (“GDP-Linked Negotiable Securities”). The investment portfolio in Pesos reflects Banco Galicia’s holdings of Bonar 2015 Bonds for Ps.133.7 million.

The increase in Banco Galicia’s holdings of government securities in 2009 mainly reflects an increase in its “without quotation” holdings of Boden 2012 Bonds, Bonar 2015 Bonds and Discount Bonds (Ps.1,912.1 million), and in its holdings of notes issued by the Argentine Central Bank (Ps.1,064.9 million). It also includes a decrease in investment securities (Ps.527.4 million).

The increase of Bonar Bonds was due to the swap made by Banco Galicia in which it exchanged Government bonds in Pesos at 2%, due in 2014 (“Boden 2014 Bonds”) with a face value of Ps.683.6 million (recorded in Banco Galicia’s books in February 2009, within the scope of an exchange transaction of national secured loans at market price) for Bonar 2015 Bonds with a face value of Ps.912.7 million.

All government securities, except for the Lebac and Nobac, which are issued by the Argentine Central Bank, were issued by the Government.

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Government Securities — Net Position

The following table shows our net position in government and corporate securities at the balance sheet date, and the breakdown of the portfolio in accordance with the Argentine Central Bank classification system and by the securities’ currency of denomination. The net position is defined as holdings plus forward purchases and spot purchases pending settlement, minus forward sales and spot sales pending settlement.

	As of December 31, 2010
							Spot		Spot
			Forward		Forward		purchases		sales		Net
	Holdings		Purchases		Sales		to be settled		to be settled		Position
	(in millions of Pesos)
Government Securities
Investment Portfolio
Pesos		133.7		508.4		—		—		—		642.1
Trading or Financial Brokerage Portfolio
Pesos		38.4		—		—		0.2		7.7		30.9
Dollars		29.9		—		—		11.8		14.4		27.3
Securities issued by the Argentine Central Bank
Pesos		2,065.7		399.4		180.2		32.2		24.0		2,293.1
Dollars		—		—		—		—		—		—
Other Provided as Collateral		—		118.3		—		—		—		118.3
Total Government Securities		2,267.7		1,026.1		180.2		44.2		46.1		3,111.7
Corporate Equity Securities (Quoted)		10.3		—		—		—		—		10.3
Total Government and Corporate Securities		2,278.0		1,026.1		180.2		44.2		46.1		3,122.0

The net position of government securities as of December 31, 2010 amounted to Ps.3,111.7 million.

The investment portfolio in Pesos reflects the holding of Bonar 2015 Bonds. The net position of trading securities in Pesos mainly corresponds to bonds issued by Argentina (Bonar Bonds, Discount Bonds and Boden Bonds).

During the fiscal year ended December 31, 2010, Banco Galicia sold its holdings recorded under “Government Securities without Quotation,” which corresponded to Government discount bonds (“Discount Bonds”) in Pesos and GDP-Linked Negotiable Securities, Bonar 2015 Bonds and Boden 2012 Bonds.

The securities issued by the Argentine Central Bank in Pesos consist of Argentine Central Bank Bills (“Lebac”) and Nobac totaling Ps.2,465.1 million, as of December 31, 2010.

Remaining Maturity and Weighted-Average Yield

The following table analyzes the remaining maturity and weighted-average yield of our holdings of investment and trading government and corporate securities as of December 31, 2010. Our government securities portfolio yields do not contain any tax equivalency adjustments.

Maturity Yield

								Maturing after 1					Maturing after 5
			Maturing					year but within					years but within					Maturing
	Total		within 1 year					5 years					10 years					after 10 years
	Book		Book					Book					Book					Book
	Value		Value		Yield(1)			Value		Yield(1)			Value		Yield(1)			Value		Yield(1)
	(in millions of Pesos, except percentages)
Government Securities
Held for Trading and Brokerage
Purposes (carried at market value)
Pesos		38.4		2.0		6.7	%		27.5		10.1	%		1.0		11.4	%		7.9		10.8	%
Dollars		29.9		5.6		3.1	%		24.3		4.3	%		—		—			—		10.1	%
Held for Investment (carried at amortized cost)
Pesos		133.7		—		17.3	%		133.7		17.3	%		—		—			—		—
Instruments Issued by the Argentine Central Bank
Pesos		2,065.7		2,065.7		10.5	%		—		—			—		—			—		—
Securities Without Quotation
Pesos		—		—		—			—		—			—		—			—		—
Dollars		—		—		—			—		—			—		—			—		—
Total Government Securities		2,267.7		2,073.3		10.5	%		185.5		14.5	%		1.0		10.4	%		7.9		10.8	%
Corporate Debt Securities		10.3		10.3		8.0	%		—		—			—		—			—		—
Total Portfolio		2,278.0		2,083.6		10.5	%		185.5		14.5	%		1.0		10.4	%		7.9		10.8	%

(1) Effective yield based on December 31, 2010 quoted market values.

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As of December 31, 2010, we had the following investments in securities of issuers that exceeded 10% of our shareholders’ equity.

December 31, 2010

In millions of Pesos	Issuer	Book Value		Market Value
Securities issued by the Argentine Central Bank	Argentine Central Bank		2,411.4		2,405.6
Total			2,411.4		2,405.6

Loan Portfolio

Our total loans reflect Banco Galicia’s, the Regional Credit Card Companies’ and the CFA’s loan portfolios including past due principal amounts. Personal loans and credit-card loans are typically loans to individuals granted by Banco Galicia or the Regional Credit Card Companies. The Regional Credit Card Companies’ loans are included under “Credit card loans”. Also, certain amounts related to advances, promissory notes, mortgage loans and pledge loans are extended to individuals. However, advances and promissory notes mostly represent loans to companies. The following table analyzes our loan portfolio, i.e., Banco Galicia’s loan portfolio consolidated with the Regional Credit Card Companies’ and the CFA’s loan portfolio, by type of loan and total loans with guarantees.

	As of December 31,
	2010			2009			2008			2007			2006
	(in millions of Pesos)
Principal and Interest
Non-Financial Public Sector		3.2			5.0			1,319.6			1,210.5			2,690.6
Local Financial Sector		80.6			25.4			148.1			110.0			311.6
Non-Financial Private Sector and Residents Abroad (1)
Advances		979.2			630.1			594.4			792.1			346.3
Promissory Notes		4,534.3			3,205.4			2,116.3			2,911.2			2,143.7
Mortgage Loans		950.2			964.3			1,026.8			945.1			688.0
Pledge Loans		119.2			64.8			81.0			94.5			67.1
Personal Loans (2)		4,093.6			1,724.4			1,217.6			977.9			563.2
Credit Card Loans		9,120.1			5,691.3			4,378.4			3,630.1			2,458.6
Placements in Banks Abroad		215.3			440.7			334.5			158.0			608.0
Other Loans		2,081.2			1,387.9			883.3			1,010.8			794.8
Accrued Interest, Adjustment and Quotation Differences Receivable		277.1			178.8			185.8			177.0			155.0
Documented Interest		(81.8	)		(54.2	)		(38.5	)		(42.5	)		(23.3	)
Total Non-Financial Private-Sector and Residents Abroad		22,288.4			14,233.5			10,779.6			10,654.2			7,801.4
Total Gross Loans		22,372.2			14,263.9			12,247.3			11,974.7			10,803.6
Allowance for Loan Losses		(1,038.5	)		(806.4	)		(526.8	)		(428.6	)		(327.0	)
Total Loans		21,333.7			13,457.5			11,720.5			11,546.1			10,476.6
Loans with Guarantees
With Preferred Guarantees (3)		1,257.1			1,142.2			1,332.8			1,289.8			1,076.2
Other Guarantees		3,694.5			2,453.9			2,971.1			3,180.2			4,103.6
Total Loans with Guarantees		4,951.6			3,596.1			4,303.9			4,470.0			5,179.8

(1) Categories of loans include:

• Advances: short-term obligations drawn on by customers through overdrafts.

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• Promissory Notes: endorsed promissory notes, negotiable obligations and other promises to pay signed by one borrower or group of borrowers and factored loans.

• Mortgage Loans: loans granted to purchase or improve real estate and collateralized by such real estate and commercial loans secured by a real estate mortgage.

• Pledge Loans: loans secured by collateral (such as cars or machinery) other than real estate, where such collateral is an integral part of the loan documents.

• Personal Loans: loans to individuals.

• Credit-Card Loans: loans granted through credit cards to credit card holders.

• Placements in Banks Abroad: short-term loans to banks abroad.

• Other Loans: loans not included in other categories.

• Documented Interest: discount on notes and bills.

(2)	As of December 31, 2010 includes loans incorporated as a consequence of the acquisition of CFA.
(3)	Preferred guarantees include mortgages on real estate property or pledges on movable property, such as cars or machinery, where Banco Galicia has priority, endorsements of the Federal Office of the Secretary of Finance, pledges of Government securities, or gold or cash as collateral.

As of December 31, 2010, Banco Galicia’s loan portfolio before allowances for loan losses amounted to Ps.22,372.2 million, as compared to Ps.14,263.9 million as of December 31, 2009. This change is due to a significant increase in the portfolio of loans to the private sector, in line with the increase experienced by the Argentine market in general, together with the acquisition of CFA whose loan portfolio before allowances for loan losses amounted to Ps.1,378.4 million.

Loans to the financial and non-financial public sector as of the end of the fiscal year ended December 31, 2010 were Ps.3.2 million, 36% lower than the Ps.5.0 million outstanding as of the close of the previous fiscal year.

As of December 31, 2010, the loans to the private sector before the allowance for loan losses were Ps.22,369.0 million, a 56.88% increase (47.21% without CFA’s portfolio), as compared to the Ps.14,258.9 million at the end of the previous fiscal year, and a share in the total loan portfolio of 99.99%, compared to 99.96% the previous fiscal year. Loans to corporations and individuals in the total loan portfolio increased from 96.67% at the end of the fiscal year ended December 31, 2009 to 98.56% at the end of the fiscal year ended December 31, 2010.

In fiscal year 2009, our loan portfolio before the allowance for loan losses increased 16.47% compared to the previous fiscal year end, due to a significant increase in the portfolio of loans of the private sector and a decrease in the public non-financial sector. Loans to the financial and non-financial public sector as of fiscal year end 2009 amounted to Ps.5.0 million, with a 99.65% decrease in comparison with the Ps.1,426.7 million outstanding as of the close of the previous fiscal year.

Loans by Type of Borrower

The following table shows the breakdown of our total loan portfolio, by type of borrower at December 31, 2010, 2009 and 2008. The middle-market companies’ category includes Banco Galicia’s loans to SMEs and the agricultural and livestock sectors while the individuals’ category includes loans granted by Banco Galicia, the Regional Credit Card Companies and CFA. Loans to individuals comprise both consumer loans and commercial loans extended to individuals with a commercial activity.

	As of December 31,
	2010				2009				2008
	Amount		% of Total		Amount		% of Total		Amount		% of Total
	(in millions of Pesos, except percentages)
Corporate		2,768.1		12.37		1,801.1		12.63		1,148.6		9.38
Middle-Market Companies		6,641.9		29.69		4,844.5		33.96		3,716.8		30.35
- Agribusiness		2,458.2		10.99		1,962.9		13.76		1,461.4		11.93
- SMEs		4,183.8		18.70		2,881.6		20.20		2,255.4		18.42
Commercial Loans		9,410.0		42.06		6,645.6		46.59		4,865.4		39.73
Individuals		12,640.9		56.51		7,142.8		50.07		5,578.3		45.55
- Bank		6,807.0		30.43		4,296.4		30.12		3,232.0		26.39
- Regional Credit Card Companies		4,455.9		19.92		2,846.4		19.95		2,346.3		19.16
- CFA		1,378.0		6.16		—		—		—		—
Financial Sector (1)		318.0		1.42		470.5		3.30		484.0		3.95
Non-Financial Public Sector		3.2		0.01		5.0		0.04		1,319.6		10.77
Total (2)		22,372.1		100.00		14,263.9		100.00		12,247.3		100.00

(1)	Includes local and international financial sector. Financial Sector loans are primarily composed of interbank loans (call money loans), overnight deposits at international money center banks and loans to provincial banks.
(2)	Before the allowance for loan losses.

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Consumer loans continue to be the most significant category in the loan portfolio, representing 54.68% of the total portfolio as of December 31, 2010, higher than in the end of the previous fiscal year, where the portion of the loan portfolio consisting of consumer loans was 47.54%. The share portion of the loan portfolio consisting of consumer loans as of December 31, 2008 was 43.23%.

Loans by Economic Activity

The following table sets forth as of the dates indicated an analysis of our loan portfolio according to the borrower’s main economic activity. Figures include principal and interest.

	As of December 31,
	2010				2009				2008
	Amount		% of Total		Amount		% of Total		Amount		% of Total
	(in millions of Pesos, except percentages)
Financial Sector (1)		318.0		1.42		470.5		3.30		484.0		3.95
Services
Non-Financial Public Sector		3.2		0.01		5.0		0.04		1,319.6		10.77
Communications, Transportation Health and Others		1,315.3		5.88		1,020.2		7.15		838.3		6.84
Electricity, Gas, Water Supply and Sewage Services		111.2		0.50		43.7		0.31		30.7		0.25
Other Financial Services		54.0		0.24		12.8		0.09		44.5		0.37
Total		1,483.7		6.63		1,081.7		7.59		2,233.1		18.23
Primary Products
Agriculture and Livestock		2,268.0		10.14		1,803.8		12.65		1,274.5		10.41
Fishing, Forestry and Mining		199.3		0.89		177.8		1.25		60.9		0.49
Total		2,467.3		11.03		1,981.6		13.90		1,335.4		10.90
Consumer		12,232.7		54.68		6,781.5		47.54		5,294.9		43.23
Retail Trade		906.2		4.05		719.5		5.04		537.2		4.39
Wholesale Trade		1,532.8		6.85		931.4		6.53		647.0		5.28
Construction		318.1		1.42		177.0		1.24		82.2		0.67
Manufacturing
Foodstuffs		1,098.4		4.91		773.2		5.42		533.6		4.36
Transportation Materials		70.9		0.32		41.9		0.29		81.5		0.67
Chemicals and Oil		454.3		2.03		378.3		2.65		293.2		2.39
Manufacturing Industries		1,388.7		6.21		891.5		6.25		682.6		5.57
Total		3,012.3		13.47		2,084.9		14.61		1,590.9		12.99
Other Loans		101.1		0.45		35.8		0.25		42.6		0.36
Total (2)		22,372.2		100.00		14,263.9		100.00		12,247.3		100.00

(1)	Includes local and international financial sectors.
(2)	Before the allowance for loan losses.

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By economic sector, the most significant categories during the fiscal year ended December 31, 2010 were consumer loans, loans to the manufacturing industry, the primary production sector and trade (wholesale and retail) with a participation in the total loan portfolio of 54.68%, 13.46%, 11.03% and 10.9%, respectively.

The most significant growth was reflected in the consumer sector, particularly given the size of this portfolio, with increases of 80.38%, as compared to the end of 2009; such increase was caused mainly by Banco Galicia’s acquisition of CFA. The services sector registered a decline in respect of the total loan portfolio, from 7.58% at the end of 2009 to 6.63% at the end of 2010.

Maturity Composition of the Loan Portfolio

The following table sets forth an analysis by type of loan and time remaining to maturity of our loan portfolio as of December 31, 2010.

				After 1		After 6				After 3
				Month but		Months but		After 1 Year		Years but				Total at
	Within 1			within 6		within 12		but within 3		within 5		After 5		December
	Month			Months		Months		Years		Years		Years		31, 2010
	(in millions of Pesos)
Non-Financial Public Sector (1)		3.2			—		—		—		—		—		3.2
Financial Sector (1)		80.6			—		—		—		—		—		80.6
Private Sector and Residents Abroad		11,620.2			5,264.4		1,969.3		2,485.3		771.4		177.8		22,288.4
- Advances		685.7			280.0		12.8		0.8		—		—		979.2
- Promissory Notes		1,847.3			1,905.9		369.1		338.6		67.2		6.2		4,534.3
- Mortgage Loans		30.6			91.9		94.6		340.0		243.7		149.4		950.2
- Pledge Loans		8.1			21.5		22.1		59.8		6.7		0.9		119.1
- Personal Loans		247.0			957.9		866.8		1,546.8		453.8		21.3		4,093.6
- Credit-Card Loans		6,620.4			1,811.8		569.1		118.7		—		—		9,120.1
- Other Loans		1,986.8			195.4		34.8		80.6		—		—		2,297.6
- Accrued Interest and Quotation
Differences Receivable (1)		277.1			—		—		—		—		—		277.1
- (Documented Interest)		(81.8	)		—		—		—		—		—		(81.8	)
- (Unallocated Collections)		(1.0	)		—		—		—		—		—		(1.0	)
Allowance for Loan Losses (2)		(1,038.5	)												(1,038.5	)
Total Loans, Net		10,665.5			5,264.4		1,969.3		2,485.3		771.4		177.8		21,333.7

(1)	Interest and the CER adjustment were assigned to the first month.
(2)	Allowances were assigned to the first month as were past due loans and loans in judicial proceedings.

Interest Rate Sensitivity of Outstanding Loans

The following table presents the interest rate sensitivity of our outstanding loans by denomination as of December 31, 2010.

	In millions of Pesos		As a % of Total Loans
Variable Rate (1)(2)
Pesos		922.7		26.87	%
Dollars		202.0		5.88	%
Total		1,124.7		32.75	%
Fixed Rate (2)(3)
Pesos		2,203.5		64.15	%
Dollars		106.3		3.10	%
Total		2,309.8		67.25	%
Past Due Loans
Pesos		—		—
Dollars		—		—
Total		—		—

(1)	Includes overdraft loans.
(2)	Includes past due loans and excludes interest receivable, differences in quotations and the CER adjustment.
(3)	Includes short-term and long-term loans whose rates are determined at the beginning of the loans’ life.

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Credit Review Process

Credit risk is the potential for financial loss resulting from the failure of a borrower to honor its financial contractual obligations. Our credit risk arises mainly from Banco Galicia’s, the Regional Credit Card Companies’ and CFA’s lending activities, and from the fact that, in the normal course of business, these subsidiaries are parties to certain transactions with off-balance sheet treatment and associated risk, mainly commitments to extend credit and guarantees granted. See also Item 5. “Operating and Finance Review and Prospects” —Item 5.A. “Operating Results-Off-Balance Sheet Arrangements”.

Our credit approval and credit risk analysis is a centralized process based on the concept of “opposition of interests”. This is achieved through the existing division among the risk management, the credit and the origination functions both in retail and wholesale businesses, thus enabling us to achieve an ongoing and efficient control of asset quality, a proactive management of loans with problems, aggressive write-offs of uncollectible loans, and adequate loan loss provisioning. Apart from that, it includes the follow-up of the models for measuring the portfolio risk at the operation and customer levels, facilitating the detection of loans with problems and the losses associated thereto, what in turn allows the early detection of situations that could entail some degree of portfolio deterioration and provides appropriate protection of our assets.

Banco Galicia

The Credit Risk Management and Insurance Division approves credit risk policies and procedures, verifies the compliance thereof and assesses credit risk on a continuous basis.

The credit granting policy for retail banking focuses on the use of an automatic loan granting process. This is based on behavior analysis models. Banco Galicia is focused on obtaining portfolios with direct payroll deposits, which statistically have a better loan compliance behavior when compared to other types of portfolios.

As for the wholesale banking, credit granting is based on analyses conducted on credit, cash-flow, balance sheet, capacity of the applicant. These are supported by statistical rating models.

During fiscal year 2010, the review-by-sector policy was implemented, which determines the levels of review for the economic activities belonging to the private-sector portfolio according to the concentration they show with regard to total credit and/or computable regulatory capital (“RPC”, as per its initials in Spanish).

The Credit Risk Management and Insurance Division also constantly monitors its portfolio through different indicators (asset quality of the loan portfolio, provisioning of the non-accrual portfolio, non-performance, roll rates, credit quality indicators, etc), as well as the classification and concentration thereof (through maximum ratios between the exposure to each client, its own RPC or regulatory capital, and that of each customer). The loan portfolio classification as well as its concentration control, are carried out following the regulations provided for by the Argentine Central Bank.

Credit

The Credit Division’s mission is to assure quality of loan portfolio through the origination of businesses and the optimization of loan recovery strategies in accordance with standards of best practices.

This division performs the following functions: credit granting, preventive management, tracking down and classification of customers, together with recovery of past-due loans. In order to provide timely information and with a flexible and efficient structure that helps respond and adjust to the current macro and microeconomic variables, the above-mentioned functions have been split, not only for companies but also for individuals, and sectors were created that report directly to the Division, thus looking for a more efficient decision-making process.

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This division has specific areas to service large businesses and/or fast-growing companies in the Argentine economy over the last years: banks, capital markets and the agriculture and livestock businesses. In addition, there is an area for the revision and analysis of sectors by activity and environmental risk.

The analysis and granting in relation to the retail portfolio is made on a centralized basis by the Individuals Credit Department.

Applications for products, such as credit cards, current account overdrafts and secured or unsecured personal loans, are automatically assessed through computerized credit scoring systems that take into account different criteria to determine the customer’s credit background and repayment capacity, as well as through granting guidelines based on the customer’s credit history within the financial system (which is verified against the information provided by a company that provides credit information) or with Banco Galicia (credit screening).

Credit approval of corporate loan portfolio is carried out through two specialized teams: The Corporate Credit Department responsible for credit granting and the Credit Analysis Department, in charge of the analysis of large amount transactions.

Before approving a loan, Banco Galicia performs an assessment of the potential borrower and his/her financial condition. For credit exceeding certain amounts, an analysis of each credit line and of each customer is carried out. For credits lower to certain amounts, Banco Galicia uses automated risk assessment systems that provide financial and non-financial information on the borrower, and that perform projections on the financial statements and generate automatic warnings about situations that may indicate an increase in the risk.

Banco Galicia performs its risk assessment based on the following factors:

Qualitative Analysis	Assessment of the corporate borrower’s creditworthiness performed by the officer in charge of the account based on personal knowledge.
Economic and Financial Risk	Quantitative analysis of the borrower’s balance sheet amounts.
Economic Risk of the Sector	Measurement of the general risk of the financial sector where the borrower operates (based on statistical information, internal and external).
Environmental Risk	Environmental impact analysis (required for all investment projects of significant amounts).

Loans are approved by the Corporate Approval Department, pursuant to authorization levels previously granted, except loans exceeding certain amount and loans granted to (domestic or foreign) financial institutions and to related customers; these loans are approved by the Credit Committee.

The Information and Management Division provides information for the decision-making process, for the compliance with internal credit policies and regulations from regulating authorities, and for the ongoing review of processes by establishing efficiency ratios and suggesting proposals for continuous improvement.

The Policy and Strategy Department is responsible for reviewing and proposing changes to Banco Galicia’s internal policies, both as regards credit granting and recovery of past-due loans. This area constantly interfaces with Risk Management Division.

The Preventive Management and Analysis Division is in charge of the primary reorganization of Banco Galicia’s portfolio through strategic models of behavior, as well as sector, environmental, economic and financial analysis that help anticipate non-performing credit customers.

The Customer Credit Recovery Division is responsible for reducing the deterioration of the portfolio under management and pursuing customers’ reinsertion in the commercial line; whereas the Portfolio Recovery area covers the court and out-of-court proceedings of customers within the individuals and companies portfolio.

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Regional Credit Card Companies

Each of the Regional Credit Card Companies maintains its own credit products and limits; however, their credit approval and credit risk analysis procedures are basically the same. Assessment of the credit risk of each customer is based on certain information required and provided by the customer, which is verified by the companies, as well as on information on customers’ credit records obtained from credit bureaus and other entities. Once the information is verified, the credit card is issued. There are certain requirements such as age, minimum levels of income (depending on the type of customer, i.e. employee, self-employed, etc.) and domicile area that must be fulfilled in order to qualify for a credit card. Credit limits are defined based on customers’ income. Credit limits may be raised for a particular customer, either at the customer’s request or based on the customer’s past payment profile, at the companies’ discretion or for all customers, due to, among other factors, macroeconomic conditions such as inflation, salary trends or interest rates.

Credit risk assessment, credit approval (the extension of a credit card and the assignment of a limit) and classification (in accordance with the current loan classification criteria defined by the Argentine Central Bank regulations) of the loan portfolio are managed by each company on a centralized basis by a unit that is separate from the sales units. The credit process is described in manuals and Tarjeta Naranja S.A., the largest regional credit card company, has certified all of its processes under the ISO 9001/2000 standard. Credit limits and policies are defined by the board of directors of each regional credit card company.

With regards to recovery of past due loans, the Regional Credit Card Companies manage the early stages of delinquency through their branch personnel and use different types of contact with customers (letters, phone calls, etc.). After 90 days, recovery is turned over to collection agencies that manage out of court proceedings, and if the loan is not recovered, court proceedings could be initiated by other specialized agencies. Cobranzas Regionales S.A., a subsidiary of Tarjeta Naranja S.A and Tarjetas Cuyanas S.A., supervises the whole process of recovery, including recovery procedures of said collection agencies.

CFA

CFA maintains its own credit products and limits. Assessment of the credit risk of each customer is based on certain information required and provided by the customer, which is verified by the company, as well as on information on customers’ credit records obtained from credit bureaus and other entities

Credit risk assessment, credit approval and classification (in accordance with the current loan classification criteria defined by the Argentine Central Bank regulations) of the loan portfolio are managed by the company on a centralized basis by a unit that is separate from the sales units.

Main Argentine Central Bank’s Rules on Loan Classification and Loan Loss Provisions

General

Regardless of the internal policies and procedures designed to minimize risks undertaken, Banco Galicia complies with the Argentine Central Bank regulations.

In 1994, the Argentine Central Bank introduced the current loan classification system and the corresponding minimum loan-loss provision requirements applicable to loans and other types of credit (together referred to as “loans” in this section) to private sector borrowers.

The current loan classification system applies certain criteria to classify loans in a bank’s “consumer” portfolio, and another set of criteria to classify loans in its “commercial” portfolio. The classification system is independent of the currency in which the loan is denominated.

The loan classification criteria applied to loans in the consumer portfolio is based on objective guidelines related to the borrower’s degree of fulfillment of its obligations or its legal status, the information provided by the Financial System’s Debtors System-whenever debtors reflect lower quality levels than the rating assigned by the Bank-, by the Non-Performing Debtors’ database from former financial institutions and the status resulting from the enforcement of the refinance guidelines. In the event of any disagreement, the guidelines indicating the greater risk level of loan losses should be considered.

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For the purposes of the Argentine Central Bank’s regulations, consumer loans are defined as mortgage loans, pledge loans, credit card loans and other types of loans in installments granted to individuals. All other loans are considered commercial loans. In addition, in accordance with an option set forth in these regulations, Banco Galicia applies the consumer portfolio classification criteria to commercial loans of up to Ps.750,000 (until August 2009, said amount was up to Ps.500,000). This classification is based on the level of fulfillment and the situation thereof.

The main classification criterion for loans in the commercial portfolio is each borrower’s ability to pay, mainly in terms of such borrower’s future cash flows. If a customer has both commercial and consumer loans, all these loans will be considered as a whole to determine eligibility for classification in the corresponding portfolio. Loans backed with preferred guarantees will be considered at 50% of their face value.

By applying the Argentine Central Bank’s classification to commercial loans, banks must assess the following factors: the current and projected financial situation of the borrower, the customer’s exposure to currency risk, the customer’s managerial and operating background, the borrower’s ability to provide accurate and timely financial information, as well as the overall risk of the sector in which the borrower operates and the borrower’s relative position within that sector.

The Argentine Central Bank’s regulations also establish that a team independent from the departments in charge of credit origination must carry out a periodic review of the commercial portfolio. Banco Galicia’s Credit Division, which is independent from the business units that generate transactions, is in charge of these reviews.

The review must be carried out on each borrower with debt pending payment equal to the lesser of the following amounts: Ps.2 million (until August 2009 said figure was Ps.1 million) or 1% of the bank’s RPC (computable capital) but, in any case, the review shall cover at least 20% of the total loan portfolio. The frequency of the review of each borrower depends on the bank’s exposure to that borrower. The Argentine Central Bank requires that the larger the exposure is, the more frequent the review should be. This review must be conducted every calendar quarter when credit exposure to that borrower is equal to or in excess of 5% of the bank’s RPC, or every six months when exposure equals or exceeds the lesser of the following amounts: Ps.2 million or 1% of the bank’s RPC. In all cases, at least 50% of Banco Galicia’s commercial portfolio must be reviewed once every six months; and all other borrowers in Banco Galicia’s commercial portfolio must be reviewed during the fiscal year, so that the entire commercial portfolio is reviewed every fiscal year.

In addition, only one level of discrepancy is permitted between the classification assigned by a bank and the lowest classification assigned by at least two other banks whose combined credit to the borrower represents 40% or more of the total credit of the borrower, considering all banks. If Banco Galicia’s classification was different by more than one level from the lowest classification granted, Banco Galicia must immediately downgrade its classification of the debtor to the same classification level, or else within one classification level.

Communiqué “A” 4738 issued by the Argentine Central Bank on November 26, 2007, introduced certain amendments to the classification rules applicable to debtors pertaining to the consumer portfolio, with the purpose of reflecting the customer’s total risk more accurately. Consequently, the rule establishes a new identification of the consumer portfolio categories. Said Communiqué also establishes that, in order to determine the degree of timely fulfillment of obligations, it will be necessary to analyze the customer’s arrears, legal situation and the classification assigned by the rest of the financial institutions whether currently operating or under liquidation, and whether the fulfillment of obligations depends on any kind of refinancing.

Pursuant to this Communiqué, those customers having received any kind of refinancing may achieve a better credit status than the one they had at the time of such refinancing, by previously repaying a certain number of installments for monthly or bimonthly amortization loans or a percentage of the debt for any other type of loans, without incurring any arrears exceeding 31 days.

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In August 2009, the Argentine Central Bank amended these requirements as per Communiqué “A” 4975 (effective since January 2010):

	Refinancing							Judicial Agreements
	Monthly or	Others						Previous			Com. “A”
	Bimonthly	Previous %			Com. “A” 4975			%			4975
Category change from 5 to 4	3 installments		20	%		15	%
Category change from 4 to 3	3 installments		15	%		10	%
Category change from 3 to 2	2 installments		10	%		5	%		20	%		15	%
Category change from 2 to 1	1 installment		10	%		5	%		20	%		15	%

In addition: (i) to achieve this better quality status, the customer must comply with the rest of the requirements for the new category; (ii) in case the customer has refinanced and non-refinanced transactions, the resulting classification shall be the lowest from the individual analysis of each transaction; (iii) if a customer with a refinanced loan received or had received additional financial assistance, it will remain within the category for 180 days after the refinancing or the granting of additional credit, whichever is more recent; and (iv) debtors with arrears of over 31 days must be classified within the category resulting from adding the number of days in arrears corresponding to the refinanced debt’s first unpaid installment and those of the minimum arrears set forth for the category in which the debtor is classified at the time of default.

For customers in a normal situation, the additional financial assistance granted shall not be deemed refinancing as long as it leads to an increase in principal owed and the customer’s ability to pay the obligation resulting from said expansion is assessed. The rest of the cases where no debt increase is recorded will be deemed refinancing and only those customers who have not exceeded two refinancing instances within 12 months since the last refinancing will be kept within category 1.

To comply with the commercial obligations included in this portfolio, the following cases shall not be deemed refinancing: (i) any additional credit facilities granted with respect to already agreed limits to the extent said facilities imply additional funds and they do not exceed 10% of the original limits set; and (ii) a higher financial assistance to fund working capital increases or additional investments arisen from business expansion to the extent they are in agreement with the borrower’s ordinary course of business and provided that there exists the ability to honor payments of the remaining financial obligations.

Loan Classification

The following tables contain the six loan classification categories corresponding to the different risk levels set forth by the Argentine Central Bank. Banco Galicia’s total exposure to a private sector customer must be classified according to the riskier classification corresponding to any part of said exposure.

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Commercial Portfolio.

Loan Classification	Description
1. Normal Situation	The debtor is widely able to meet its financial obligations, demonstrating significant cash flows, a liquid financial situation, an adequate financial structure, a timely payment record, competent management, available information in a timely, accurate manner and satisfactory internal controls. The debtor is in the upper 50% of a sector of activity that is operating properly and has good prospects.
2. With Special Follow-up	Cash flow analysis reflects that the debt may be repaid even though it is possible that the customer’s future payment ability may deteriorate without a proper follow-up.
	This category is divided into two subcategories:
	(2.a). Under Observation;
	(2.b). Under Negotiation or Refinancing Agreements.
3. With Problems	Cash flow analysis evidences problems to repay the debt, and therefore, if these problems are not solved, there may be some losses.
4. High Risk of Insolvency	Cash flow analysis evidences that repayment of the full debt is highly unlikely.
5. Uncollectible	The amounts in this category are deemed total losses. Even though these assets may be recovered under certain future circumstances, inability to make payments is evident at the date of the analysis. It includes loans to insolvent or bankrupt borrowers.
6. Uncollectible due to Technical Reasons	Loans to borrowers indicated by the Argentine Central Bank to be in non-accrual status with financial institutions that have been liquidated or are being liquidated, or whose authorization to operate has been revoked. It also includes loans to foreign banks and other institutions that are not:
	(i)   classified as “normal”;
	(ii)  subject to the supervision of the Argentine Central Bank or other similar authority of the country of origin;
	(iii) classified as “investment grade” by any of the rating agencies admitted pursuant to Communiqué “A” 2729 of the Argentine Central Bank.

Consumer Portfolio.

Loan Classification	Description
1. Normal Situation	Loans with timely repayment or arrears not exceeding 31 days, both of principal and interest.
2. Low Risk	Occasional late payments, with a payment in arrears of more than 32 days and up to 90 days. A customer classified as “Normal” having been refinanced may be recategorized within this category, as long as he amortizes one principal installment (whether monthly or bimonthly) or repays 5% of principal.
3. Medium Risk	Some inability to make payments, with arrears of more than 91 days and up to 180 days. A customer classified as “Low Risk” having been refinanced may be recategorized within this category, as long as he amortizes two principal installments (whether monthly or bimonthly) or repays 5% of principal.
4. High Risk	Judicial proceedings demanding payment have been initiated or arrears of more than 180 days and up to one year. A customer classified as “Medium Risk” having been refinanced may be recategorized within this category, as long as he amortizes three principal installments (whether monthly or bimonthly) or repays 10% of principal.
5. Uncollectible	Loans to insolvent or bankrupt borrowers, or subject to judicial proceedings, with little or no possibility of collection, or with arrears in excess of one year.
6. Uncollectible due to Technical Reasons	Loans to borrowers who fall within the conditions described above under “Commercial Portfolio-Uncollectible due to Technical Reasons”

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Loan Loss Provision Requirements

Allocated Provisions. Minimum allowances for loan losses are required for the different categories in which loans are classified. The rates vary by classification and by whether the loans are secured. The percentages apply to total customer obligations, both principal and interest. The allowance for loan losses on the performing portfolio is unallocated, while the allowances for the other classifications are individually allocated. Regulations provide for the suspension of interests’ accrual or the requirement of allowances equivalent to 100% of the interests for customers classified as “With Problems” and “Medium Risk”, or lower. The allowances are set forth as follows:

Minimum Allowances for Loan Losses

Category	Secured			Unsecured
1. Normal Situation		1.0	%		1.0	%
2. (a) “Under Observation” and “Low Risk”		3.0	%		5.0	%
2. (b) “Under Negotiation or Refinancing Agreements”		6.0	%		12.0	%
3. “With Problems” and “Medium Risk”		12.0	%		25.0	%
4. “High Risk of Insolvency” and “High Risk”		25.0	%		50.0	%
5. “Uncollectible”		50.0	%		100.0	%
6. “Uncollectible Due to Technical Reasons”		100.0	%		100.0	%

Loans backed with preferred guarantees “A” (loans assigned or pledged in such a way that a financial institution may be assured of its full repayment due to the existence of a solvent third party or secondary markets available for the sale of the assets) require a 1% provision independently of the customer category.

General Provisions. In addition to the specific loan loss allowances described above, the Argentine Central Bank requires the establishment of a general allowance of 1% for all loans in its “Normal Situation” category. This general allowance is not required for interbank financial transactions of less than thirty days, or loans to the non-financial public sector or to financial institutions majority-owned by the Argentine national, provincial or city governments with governmental guarantees. Besides these general provisions, Banco Galicia may establish additional provisions, determined based on Banco Galicia’s judgment of the entire loan portfolio risk at each reporting period.

As of fiscal year ended December 31, 2010, Banco Galicia decided to implement a counter-cyclical provisioning policy, which requires it to provision for an amount that is higher than that required by the Argentine Central Bank during periods of macroeconomic expansion in Argentina, so that during periods of macroeconomic contraction, Banco Galicia has excess liquidity that it can use to account for any increases in its non-performing portfolio.

As of December 31, 2010, 2009 and 2008, we maintained a general loan loss allowance of Ps.614.2 million, Ps.439.8 million and Ps.298.4 million, respectively, which exceeded by Ps.393 million, Ps.303.4 million and Ps.200.0 million, respectively, the 1% minimum general allowance required by the Argentine Central Bank. The increase in these amounts in fiscal years 2008 and 2009 was related to the seasoning of the individuals’ loan portfolio and to the possible occurrence of certain cases of default in the commercial loan portfolio, as a consequence of the worsening of certain macroeconomic variables. The increase in the amount in the fiscal year ended December 31, 2010 was related to the counter-cyclical policy mentioned above.

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Classification of the Loan Portfolio based on Argentine Central Bank Regulations

The following tables set forth the amounts of our loans past due and the amounts not yet due of the loan portfolio, including the loan portfolios of Banco Galicia, the Regional Credit Card Companies and CFA, applying the Argentine Central Bank’s loan classification criteria in effect at the dates indicated.

	As of December 31, 2010
	Amounts Not Yet Due				Amounts Past Due				Total Loans
	(in millions of Pesos, except percentages)
	Amounts		%		Amounts		%		Amounts		%
Loan Portfolio Classification
1. Normal and Normal Performance		21,230.1		97.40		—		—		21,230.1		94.90
2. With Special Follow-up — Under observation and Low Risk		387.2		1.78		—		—		387.2		1.73
3. With Problems and Medium Risk		114.2		0.52		144.6		25.11		258.8		1.15
4. High Risk of Insolvency and High Risk		64.8		0.30		251.7		43.71		316.5		1.41
5. Uncollectible		—		—		178.4		30.98		178.4		0.80
6. Uncollectible Due to Technical Reasons		—		—		1.2		0.20		1.2		0.01
Total		21,796.3		100.00		575.9		100.00		22,372.2		100.00

	As of December 31, 2009
	Amounts Not Yet Due				Amounts Past Due				Total Loans
	(in millions of Pesos, except percentages)
	Amounts		%		Amounts		%		Amounts		%
Loan Portfolio Classification
1. Normal and Normal Performance		13,273.6		96.89		—		—		13,273.6		93.06
2. With Special Follow-up — Under observation and Low Risk		310.6		2.27		—		—		310.6		2.18
3. With Problems and Medium Risk		85.1		0.62		146.2		25.92		231.3		1.62
4. High Risk of Insolvency and High Risk		30.5		0.22		308.1		54.62		338.6		2.37
5. Uncollectible		—		—		109.0		19.32		109.0		0.76
6. Uncollectible Due to Technical Reasons		—		—		0.8		0.14		0.8		0.01
Total		13,699.8		100.00		564.1		100.00		14,263.9		100.00

	As of December 31, 2008
	Amounts Not Yet Due				Amounts Past Due				Total Loans
	(in millions of Pesos, except percentages)
	Amounts		%		Amounts		%		Amounts		%
Loan Portfolio Classification
1. Normal and Normal Performance		11,430.6		96.09		—		—		11,430.6		93.33
2. With Special Follow-up — Under observation and Low Risk		388.8		3.27		—		—		388.8		3.18
3. With Problems and Medium Risk		54.1		0.46		103.1		29.29		157.2		1.28
4. High Risk of Insolvency and High Risk		21.8		0.18		185.4		52.67		207.2		1.69
5. Uncollectible		—		—		62.0		17.61		62.0		0.51
6. Uncollectible Due to Technical Reasons		—		—		1.5		0.43		1.5		0.01
Total		11,895.3		100.00		352.0		100.00		12,247.3		100.00

	As of December 31, 2007
	Amounts Not Yet Due				Amounts Past Due				Total Loans
	(in millions of Pesos, except percentages)
	Amounts		%		Amounts		%		Amounts		%
Loan Portfolio Classification
1. Normal and Normal Performance		11,242.7		96.57		—		—		11,242.7		93.89
2. With Special Follow-up — Under observation and Low Risk		356.2		3.06		—		—		356.2		2.97
3. With Problems and Medium Risk		31.7		0.27		56.0		16.87		87.7		0.73
4. High Risk of Insolvency and High Risk		12.1		0.10		221.0		66.57		233.1		1.95
5. Uncollectible		—		—		48.1		14.49		48.1		0.40
6. Uncollectible Due to Technical Reasons		—		—		6.9		2.07		6.9		0.06
Total		11,642.7		100.00		332.0		100.00		11,974.7		100.00

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	As of December 31, 2006
	Amounts Not Yet Due				Amounts Past Due				Total Loans
	(in millions of Pesos, except percentages)
	Amounts		%		Amounts		%		Amounts		%
Loan Portfolio Classification
1. Normal and Normal Performance		10,149.9		96.24		—		—		10,149.9		93.94
2. With Special Follow-up — Under observation and Low Risk		374.6		3.54		—		—		374.6		3.47
3. With Problems and Medium Risk		12.2		0.12		30.0		11.69		42.2		0.39
4. High Risk of Insolvency and High Risk		10.2		0.10		192.7		75.07		202.9		1.88
5. Uncollectible		—		—		28.8		11.22		28.8		0.27
6. Uncollectible Due to Technical Reasons		—		—		5.2		2.02		5.2		0.05
Total		10,546.9		100.00		256.7		100.00		10,803.6		100.00

Amounts Past Due and Non-Accrual Loans

The following table analyzes amounts past due by 90 days or more in our loan portfolio, by type of loan and by type of guarantee as of the dates indicated, as well as our non-accrual loan portfolio, by type of guarantee, our allowance for loan losses and the main asset quality ratios as of the dates indicated.

	As of December 31,
	2010		2009		2008		2007		2006
	(in millions of Pesos, except ratios)
Total Loans (1)		22,372.2		14,263.9		12,247.3		11,974.7		10,803.6
Non-Accrual Loans (2)
With Preferred Guarantees		27.9		33.7		42.0		43.5		40.2
With Other Guarantees		37.4		97.9		10.3		5.0		5.1
Without Guarantees		689.6		548.1		375.6		327.3		233.8
Total Non-Accrual Loans (2)		754.9		679.7		427.9		375.8		279.1
Past Due Loan Portfolio
Non-Financial Public Sector		—		—		—		—		—
Local Financial Sector		—		—		—		—		—
Non-Financial Private Sector and Residents Abroad
Advances		94.3		64.4		25.9		23.0		20.9
Promissory Notes		53.1		90.5		24.5		134.5		135.2
Mortgage Loans		16.0		16.8		24.9		30.0		28.4
Pledge Loans		6.8		2.7		1.1		0.8		0.3
Personal Loans		131.2		69.8		45.7		17.6		4.1
Credit-Card Loans		237.8		285.9		215.0		115.4		62.7
Placements with Correspondent Banks		—		—		—		—		—
Other Loans		36.7		34.0		14.9		10.7		5.1
Total Past Due Loans		575.9		564.1		352.0		332.0		256.7
Past Due Loans
With Preferred Guarantees		19.1		19.8		26.0		30.8		28.9
With Other Guarantees		35.1		66.9		9.0		4.2		4.3
Without Guarantees		521.7		477.4		317.0		297.0		223.5
Total Past Due Loans		575.9		564.1		352.0		332.0		256.7
Allowance for Loan Losses		1,038.5		806.4		526.8		428.6		327.0
Ratios (%)
As a % of Total Loans:
- Total Past Due Loans		2.57		3.95		2.87		2.77		2.38
- Past Due Loans with Preferred Guarantees		0.09		0.14		0.21		0.26		0.27
- Past Due Loans with Other Guarantees		0.16		0.47		0.07		0.03		0.04
- Past Due Unsecured Amounts		2.32		3.34		2.59		2.48		2.07
- Non-Accrual Loans (2)		3.37		4.77		3.49		3.14		2.58
- Non-Accrual Loans (2) (Excluding Interbank Loans)		3.42		4.93		3.60		3.18		2.79
Non-Accrual Loans (2) as a Percentage of Loans to the Private Sector		3.37		4.77		3.95		3.53		3.49
Allowance for Loan Losses as a % of:
- Total Loans		4.64		5.65		4.30		3.58		3.03
- Total Loans Excluding Interbank Loans		4.70		5.84		4.44		3.63		3.27
- Total Non-Accrual Loans (2)		137.57		118.64		123.11		114.05		117.16
Non-Accrual Loans with Guarantees as a Percentage of Non-Accrual Loans (2)		8.65		19.36		12.22		12.91		16.23
Non-Accrual Loans as a Percentage of Total Past Due Loans		131.08		120.49		121.56		113.20		108.73

(1)	Before the allowance for loan losses.
(2)	Non-Accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”, and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”.

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At the end of the fiscal year ended December 31, 2010, our non-accrual loans to the private sector ratio was 3.37%, lower than the 4.77% recorded at the end of the fiscal year ended December 31, 2009, mainly due to the improvement in the commercial loan portfolio, together with the growth experienced in the total loan portfolio.

As of December 31, 2009, due to the seasoning of the individuals’ portfolio and increased defaults on the commercial portfolio as a consequence of deteriorating macroeconomic conditions, the non-accrual loans to the private sector ratio rose from 3.95% as of December 31, 2008 to 4.77% as of December 31, 2009.

The Bank has entered into certain troubled debt restructuring agreements with customers. The Bank has eliminated any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses. Loans under such agreements are included within past due and accruing loans, which amounted to Ps.123.5 million, Ps.197.5 million and Ps.240.9 million as of December 31, 2010, 2009 and 2008, respectively.

For the past three fiscal years, Banco Galicia’s coverage of non-accrual loans with allowances for loan losses has exceeded 100%.

Under Argentine Central Bank rules, we are required to cease the accrual of interest or to establish provisions equal to 100% of the interest accrued on all loans pertaining to the non-accrual loan portfolio, that is, all loans to borrowers in the categories of:

• in the consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible” and “Uncollectible Due to Technical Reasons”.

• in the commercial portfolio: “With Problems”, “High Risk of Insolvency”, “Uncollectible” and “Uncollectible Due to Technical Reasons”.

The table below shows the interest income that would have been recorded on non-accrual loans on which the accrual of interest was discontinued and the recoveries of interest on loans classified as non-accrual on which the accrual of interest had been discontinued:

	As of December 31,
	2010		2009		2008		2007		2006
	(in millions of Pesos)
Interest Income that Would Have Been Recorded on Non-Accrual Loans on which the Accrual of Interest was Discontinued		56.0		52.0		35.4		35.9		23.7
Recoveries of Interest on Loans Classified as Non-Accrual on which the Accrual of Interest had been Discontinued (1)		2.8		2.6		1.8		1.8		1.2

(1) Recorded under “Miscellaneous Income”.

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Loan Loss Experience

The following table presents an analysis of our allowance for loan losses and of our credit losses as of and for the periods indicated. Certain loans are charged off directly to the income statement and, therefore, are not reflected in the allowance.

	Fiscal Year Ended
	December 31,
	2010			2009			2008			2007			2006
	(in millions of Pesos, except ratios)
Total Loans, Average (1)		16,800.8			11,481.9			12,077.3			10,528.9			10,851.0
Allowance for Loan Losses at Beginning of Period (2)		806.4			526.8			428.6			327.0			427.9
Changes in the Allowance for Loan Losses During the Period (2)
Provisions Charged to Income		523.6			625.9			384.6			248.4			105.3
Prior Allowances Reversed		—			(5.4	)		(6.5	)		(21.5	)		(32.5	)
Charge-Offs (A)		(487.3	)		(354.5	)		(289.2	)		(125.4	)		(200.8	)
Inflation and Foreign Exchange Effect and Other Adjustments (3)		195.8			13.6			9.3			0.1			27.1
Allowance for Loan Losses at End of Period		1,038.5			806.4			526.8			428.6			327.0
Charge to the Income Statement during the Period
Provisions Charged to Income (2)		523.6			625.9			384.6			248.4			105.3
Direct Charge-Offs, Net of Recoveries (B)		(88.6	)		(27.9	)		(68.4	)		(57.2	)		(46.4	)
Recoveries of Provisions		—			(5.4	)		(6.5	)		(21.5	)		(32.5	)
Net Charge (Benefit) to the Income Statement		435.0			592.6			309.7			169.7			26.4
Ratios (%)
Charge-Offs Net of Recoveries (A+B) to Average Loans (4)		2.37			2.84			1.83			0.65			1.42
Net Charge to the Income Statement to Average Loans(4)		2.59			5.16			2.56			1.61			0.24

(1)	Before the allowance for loan losses.
(2)	Includes quotation differences for Galicia Uruguay and Cayman Branch.
(3)	Includes Ps.185.4 million corresponding to the allowance for loan losses of CFA as of the date of its acquisition.(4) Charge-offs plus direct charge-offs minus bad debts recovered.

The increase in allowance for loan losses in fiscal year 2010 is mainly attributable to the seasoning of the individuals’ loan portfolio.

Allocation of the Allowance for Loan Losses

The following table presents the allocation of our allowance for loan losses among the various loan categories and shows such allowances as a percentage of our total loan portfolio before deducting the allowance for loan losses, in each case for the periods indicated. The table also shows each loan category as a percentage of our total loan portfolio before deducting the allowance for loan losses at the dates indicated.

	As of December 31,
	2010						2009						2008
					Loan						Loan						Loan
			% of		Category				% of		Category				% of		Category
	Amount		Loans		%		Amount		Loans		%		Amount		Loans		%
	(in millions of Pesos, except percentages)
Non-Financial Public Sector		—		—		—		—		—		—		—		—		10.77
Local Financial Sector		—		—		0.36		—		—		0.18		—		—		1.21
Non-Financial Private Sector and Residents Abroad
Advances		55.1		0.25		4.38		31.7		0.22		4.42		14.5		0.12		4.85
Promissory Notes		43.3		0.19		20.27		80.3		0.56		22.47		34.9		0.28		17.28
Mortgage Loans		10.6		0.05		4.25		11.8		0.08		6.76		21.9		0.18		8.38
Pledge Loans		2.6		—		0.53		1.5		—		0.45		0.5		—		0.66
Personal Loans		139.2		0.62		18.30		63.9		0.45		12.09		37.8		0.31		9.94
Credit-Card Loans		166.8		0.75		40.77		168.3		1.18		39.90		111.4		0.91		35.75
Placements in Correspondent Banks		—		—		0.96		—		—		3.09		—		—		2.73
Other		16.9		0.08		10.17		16.0		0.11		10.60		7.4		0.06		8.43
Unallocated (1)		604.0		2.69		—		432.9		3.04		—		298.4		2.44		—
Total		1,038.5		4.64		100.00		806.4		5.65		100.00		526.8		4.30		100.00

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	As of December 31,
	2007						2006
	Amount		% of Loans		Loan Category %		Amount		% of Loans		Loan Category %
	(in millions of Pesos, except percentages)
Non-Financial Public Sector		—		—		10.11		—		—		24.90
Local Financial Sector		—		—		0.92		—		—		2.88
Non-Financial Private Sector and Residents Abroad
Advances		16.2		0.13		6.61		16.3		0.15		3.21
Promissory Notes		119.8		1.00		24.31		151.1		1.40		19.84
Mortgage Loans		26.5		0.22		7.89		25.0		0.23		6.37
Pledge Loans		0.3		—		0.79		0.4		—		0.62
Personal Loans		14.0		0.12		8.17		3.7		0.03		5.21
Credit-Card Loans		56.0		0.47		30.31		28.5		0.26		22.76
Placements in Correspondent Banks		—		—		1.32		—		—		5.63
Other		7.9		0.07		9.57		1.0		0.01		8.58
Unallocated (1)		187.9		1.57		—		101.0		0.95		—
Total		428.6		3.58		100.00		327.0		3.03		100.00

(1) The unallocated reserve consists of the allowances established on the portfolio classified in the “normal situation” category and includes additional reserves in excess of Argentine Central Bank minimum requirements.

Charge-Offs

The following table sets forth the allocation of the main charge-offs made by Banco Galicia, the Regional Credit Card Companies and CFA during the years ended December 31, 2010, 2009 and 2008.

	Fiscal Year Ended
	December 31,
	2010		2009		2008
	(in millions of Pesos)
Charge-offs by Type
Advances		18.5		21.3		17.3
Promissory Notes		82.5		20.3		92.3
Mortgage Loans		1.5		9.9		7.9
Pledge Loans		0.9		0.3		0.1
Personal Loans		106.8		60.8		27.5
Credit-Card Loans
Banco Galicia		52.4		54.9		31.6
Regional Credit Card Companies		217.9		178.6		107.7
Other Loans		6.8		8.4		4.8
Total		487.3		354.5		289.2

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During fiscal year 2010, Ps.487.3 million were written off against allowance for loan losses, including the Regional Credit Card Companies’ and CFA’s portfolios. The increased amount as compared to the prior year was attributable to the seasoning of the individuals’ loan portfolio, which represented more than 50% of charge-offs.

During fiscal year 2009, Ps.354.5 million were written off against allowance for loan losses in connection with loans to individuals, including the Regional Credit Card Companies’ and CFA’s portfolios, and the increased amount as compared to the prior year was attributable to the seasoning of the individuals’ loan portfolio.

Foreign Outstandings

Cross-border or foreign outstandings for a particular country are defined as the sum of all claims against third parties domiciled in that country and comprise loans (including accrued interest), acceptances, interest-bearing deposits with other banks, other interest-bearing investments and any other monetary assets that are denominated in Dollars or other non-local currency. The following were our foreign outstandings as of the dates indicated representing 1.00% or more of our total assets:

	Fiscal Year Ended
	December 31,
Country	2010		2009		2008
	(in millions of Pesos)
United Kingdom
Demand Deposits		1.4		5.5		6.0
Forward Purchases of Boden 2012 Bonds		—		—		829.0
Forward Purchases of Discount Bonds in Pesos		—		—		603.2
Forward Purchases of Bonar 2015 Bonds		544.8		—		—
Other		0.1		—		—
Total		546.3		5.5		1,438.2
United States
Demand Deposits		191.5		178.6		353.4
Overnight Placements		215.3		440.5		317.3
Other		44.4		21.6		0.7
Total		451.2		640.7		671.4
Germany
Demand Deposits		0.3		2.1		3.0
Forward Purchases of Boden 2012 Bonds		—		803.4		1,087.9
Other		1.3		—		—
Total		1.6		805.5		1,090.9

As of December 31, 2010, we had the following foreign outstandings:

• Ps.546.3 million (1.5% of our total assets) with United Kingdom financial institutions, of which Ps.544.8 million represented two forward purchases of Bonar 2015 Bonds in connection with repurchase agreement transactions with the applicable financial institution, and Ps.1.4 million corresponded to demand deposits with such institution.

• Ps.451.2 million (1.3% of our total assets) representing liquid placements with United States financial institutions, of which Ps.191.5 million corresponded to demand deposits and Ps.215.3 million represented overnight placements.

• Ps.1.6 million with German financial institutions, of which Ps.0.3 million corresponded to demand deposits.

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Deposits

The following table sets out the composition of our deposits as of December 31, 2010, 2009 and 2008. Our deposits represent deposits with Banco Galicia.

	As of December 31,
	2010		2009		2008
	(in millions of Pesos)
Current Accounts and Other Demand Deposits		5,565.7		3,719.2		3,105.4
Savings Accounts		6,362.0		4,994.7		4,035.0
Time Deposits		9,724.9		7,954.7		6,548.0
Other Deposits (1)		463.2		248.8		263.2
Plus: Accrued Interest, Quotation Differences and CER Adjustment		107.0		122.0		104.5
Total Deposits		22,222.8		17,039.4		14,056.1

(1) Includes among other, deposits originated by Decree No. 616/05, Reprogrammed Deposits under judicial proceedings and other demand deposits.

In 2010, our consolidated deposits increased 30.4% mainly as a result of a Ps.3,213.9 million increase in deposits in current and savings accounts and a Ps.1,770.2 million increase in time deposits. As in prior years, these increases were due to deposits received by Banco Galicia’s Argentine operation.

In 2009, our consolidated deposits increased 21.2% mainly as a result of a Ps.1,573.4 million increase in deposits in current and savings accounts and Ps.1,406.7 million increase in time deposits. As in prior years, these increases were due to deposits received by Banco Galicia’s Argentine operation. As of December 31, 2009, time deposits included Ps.14.9 million of CER-adjusted time deposits.

In 2008, our consolidated deposits increased 6.8% mainly as a result of a Ps.1,084.9 million increase in deposits in current and savings accounts. As in prior years, these increases were due to deposits received by Banco Galicia’s Argentine operation. As of December 31, 2008, time deposits included Ps.47.3 million of CER-adjusted time deposits.

For more information, see Item 5.A. “Operating Results-Funding”.

The following table provides a breakdown of our consolidated deposits as of December 31, 2010, by contractual term and currency of denomination.

	Peso-Denominated					Dollar-Denominated					Total
			% of					% of					% of
	Amount		Total			Amount		Total			Amount		Total
	(in millions of Pesos, except percentages)
Current Accounts and Demand Deposits	Ps.	5,565.7		30.8	%		—		—	%	Ps.	5,565.7		25.2	%
Savings Accounts		4,186.6		23.1		Ps.	2,175.4		54.2			6,362.0		28.8
Time Deposits		8,028.1		44.4			1,696.8		42.3			9,724.9		44.0
Maturing Within 30 Days		1,584.3		8.8			407.6		10.2			1,991.9		9.0
Maturing After 31 Days but Within 59 Days		2,982.4		16.5			391.4		9.8			3,373.8		15.3
Maturing After 60 Days but Within 89 Days		1,243.6		6.9			213.0		5.3			1,456.6		6.6
Maturing After 90 Days but Within 179 Days		1,420.6		7.9			428.4		10.7			1,849.0		8.4
Maturing After 180 Days but Within 365 Days		490.8		2.7			207.8		5.2			698.6		3.2
Maturing After 365 Days		306.4		1.6			48.6		1.1			355.0		1.5
Other Deposits		319.9		1.8			143.3		3.6			463.2		2.1
Maturing Within 30 Days		158.9		0.9			116.4		2.9			275.3		1.2
Maturing After 31 Days but Within 59 Days		—		—			—		—			—		—
Maturing After 60 Days but Within 89 Days		—		—			—		—			—		—
Maturing After 90 Days but Within 179 Days		—		—			—		—			—		—
Maturing After 180 Days but Within 365 Days		123.0		0.7			—		—			123.0		0.6
Maturing After 365 Days		38.0		0.2			26.9		0.7			64.9		0.3
Total Deposits (1)	Ps.	18,100.3		100.0	%		4,015.5		100.0	%	Ps.	22,115.8		100.0	%

(1) Only principal. Excludes the CER adjustment

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The categories with the highest concentration of maturities per original term are those within the segments “within 30 days” and “after 31 days but within 59 days” (Pesos and Dollars), which accounted for 25.3% of the total and mainly corresponded to Peso-denominated time deposits. The rest of the terms have a homogeneous participation. As of December 31, 2010, the average original term of non-adjusted Peso and US Dollar-denominated time deposits was approximately 81 days. Dollar-denominated deposits, for Ps.4,015.5 million (only principal), represented 18.2% of total deposits.

The following table provides information about the maturity of our outstanding time deposits exceeding Ps.100,000, based on to whether they were made at our domestic or foreign branches, as of December 31, 2010.

	Domestic Offices		Foreign Offices
	(in millions of Pesos)
Time Deposits
Within 30 Days		1,206.3		—
After 31 Days but Within 59 Days		2,467.7		—
After 60 Days but Within 89 Days		972.8		—
After 90 Days but Within 179 Days		1,233.8		—
After 180 Days but Within 365 Days		708.2		—
After 365 Days		333.4		—
Total Time Deposits		6,922.2		—
Other Deposits		—		—
Total Deposits (1)		6,922.2		—

(1) Only principal.

Return on Equity and Assets

The following table presents certain selected financial information and ratios for the periods indicated.

	Fiscal Year Ended
	December 31,
	2010		2009		2008
	(in millions of Pesos, except percentages)
Net Income / (Loss)		408.9		229.3		176.8
Average Total Assets		29,118.4		24,685.3		23,412.5
Average Shareholders’ Equity		2,195.0		1,961.2		1,745.0
Shareholders’ Equity at End of the Period		2,469.5		2,052.5		1,845.7
Net Income as a Percentage of:
Average Total Assets		1.76		1.12		0.91
Average Shareholders’ Equity		18.63		11.69		10.13
Declared Cash Dividends		—		—		—
Dividend Payout Ratio		—		—		—
Average Shareholders’ Equity as a Percentage of Average Total Assets		7.54		7.94		7.45
Shareholders’ Equity at the End of the Period as a Percentage of Average Total Assets		8.48		8.31		7.88

Short-term Borrowings

Our short-term borrowings include all of our borrowings (including repurchase agreement transactions, debt securities and negotiable obligations) with a contractual maturity of less than one year, owed to foreign or domestic financial institutions or holders of negotiable obligations.

	As of December 31,
	2010		2009		2008
	(in millions of Pesos)
Short-Term Borrowings
Argentine Central Bank		0.7		2.1		1.7
Other Banks and International Entities
Credit Lines from Domestic Banks		155.4		86.9		43.6
Credit Lines from Foreign Banks		409.0		180.0		354.6
Repurchases with Domestic Banks		359.1		278.1		34.7
Negotiable Obligations		155.4		125.8		108.9
Total		1,079.6		672.9		543.5

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As of the end of fiscal year 2010, our short-term borrowings consisted mainly of credit lines from foreign banks and repurchase agreements transactions with domestic banks.

The Bank also borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

	As of December 31,
	2010		2009		2008
	(in millions of Pesos)
Banks and International Entities
Contractual Short-term Liabilities
Other Lines from Foreign Banks		409.0		180.0		354.6
Total Short-term Liabilities		409.0		180.0		354.6
Total Banks and International Entities		409.0		180.0		354.6
Domestic and Financial Institutions
Contractual Short-term Liabilities:
Other Lines from Credit from Domestic Banks		155.4		86.9		43.6
Total Short-term Liabilities		155.4		86.9		43.6
Total Domestic and Financial Institutions		155.4		86.9		43.6
Total		564.4		266.9		398.2

The outstanding amounts and the terms corresponding to the outstanding negotiable obligations as of the dates indicated were as follows:

			Annual Interest			As of December 31,
(in millions of Pesos)	Maturity		Rate			2010		2009		2008
Negotiable Obligations(*)
Tarjeta Naranja Class X		2011	Badlar + 275 basis points (“b.p.”)				48.2		—		—
(Quarterly interest, principal payable at maturity)
Tarjeta Naranja Class XI		2011	Badlar + 295 b.p.				40.9		—		—
(Quarterly interest, principal payable at maturity)
Tarjetas Cuyanas Class I		2011	Badlar + 300 b.p.				28.8		—		—
(Quarterly interest, principal payable at maturity)
Tarjetas Cuyanas Class II		2011		9.95	%		37.5		—		—
(Quarterly interest, principal payable at maturity)
Grupo Financiero Galicia Series I		2010		—			—		125.8		—
(Discounted base, principal payable at maturity)
Tarjeta Naranja Class VIII		2009		11.00	%		—		—		69.1
(Fixed interest, principal payable at maturity)
Tarjetas Cuyanas Series XIX		2009		14.00	%		—		—		39.8
(Fixed interest, principal payable at maturity)
Total							155.4		125.8		108.9

(*) Only principal.

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The following table shows for our significant short-term borrowings for the fiscal years ended December 31, 2010, 2009 and 2008:

• the weighted-average interest rate at year-end,

• the maximum balance recorded at the monthly closing dates of the periods,

• the average balances for each period, and

• the weighted-average interest rate for each period.

	As of December 31,
	2010			2009			2008
	(in millions of Pesos, except percentages)
Argentine Central Bank
Weighted-average Interest Rate at End of Period		—			—			—
Maximum Balance Recorded at the Monthly Closing Dates	Ps.	1.9		Ps.	2.8		Ps.	1.7
Average Balances for Each Period	Ps.	0.7		Ps.	1.3		Ps.	1.1
Weighted-average Interest Rate for the Period		—			—			—
Credit Lines from Domestic Banks
Weighted-average Interest Rate at End of Period		16.1	%		10.9	%		24.7	%
Maximum Balance Recorded at the Monthly Closing Dates	Ps.	343.0		Ps.	86.9		Ps.	261.5
Average Balances for Each Period	Ps.	150.7		Ps.	45.6		Ps.	72.9
Weighted-average Interest Rate for the Period		11.0	%		12.2	%		13.7	%
Credit Lines from Foreign Banks
Weighted-average Interest Rate at End of Period		1.4	%		2.5	%		5.4	%
Maximum Balance Recorded at the Monthly Closing Dates	Ps.	409.0		Ps.	257.2		Ps.	457.4
Average Balances for Each Period	Ps.	266.8		Ps.	153.1		Ps.	373.6
Weighted-average Interest Rate for the Period		1.9	%		5.1	%		4.5	%
Repurchases with Domestic Banks
Weighted-average Interest Rate at End of Period		10.4	%		9.8	%		10.5	%
Maximum Balance Recorded at the Monthly Closing Dates	Ps.	359.1		Ps.	278.1		Ps.	400.6
Average Balances for Each Period	Ps.	39.3		Ps.	25.9		Ps.	132.8
Weighted-average Interest Rate for the Period		9.8	%		9.6	%		10.5	%
Repurchases with Foreign Banks
Weighted-average Interest Rate at End of Period		—			—			—
Maximum Balance Recorded at the Monthly Closing Dates		—			—			—
Average Balances for Each Period		—			—			—
Weighted-average Interest Rate for the Period		—			—			—
Negotiable Obligations
Weighted-average Interest Rate at End of Period		13.6	%		—	%		12.1	%
Maximum Balance Recorded at the Monthly Closing Dates	Ps.	176.8		Ps.	247.7		Ps.	108.9
Average Balances for Each Period	Ps.	69.3		Ps.	139.8		Ps.	49.8
Weighted-average Interest Rate for the Period		9.0	%		5.5	%		9.9	%

Regulatory Capital

Grupo Financiero Galicia

The capital adequacy of Grupo Financiero Galicia is not under the supervision of the Argentine Central Bank. Grupo Financiero Galicia has to comply with the minimum capital requirement established by Law No. 19,550, as amended, (Ley de Sociedades Comerciales, the “Corporations’ Law”), which, is required to be Ps.0.012 million.

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Banco Galicia

Banco Galicia is subject to the capital adequacy rules of the Argentine Central Bank. Banks have to comply with capital requirements both on an individual basis and on a consolidated basis with their significant subsidiaries. For the purposes of Argentine Central Bank capital adequacy rules, Banco Galicia’s significant subsidiaries that it is consolidated with are Tarjetas Regionales S.A. (consolidated) and CFA. Through its Communiqués “A” 3959 and “A” 3986, respectively, the Argentine Central Bank established a new capital adequacy rule effective as of January 1, 2004. The new capital adequacy rule is based on the Basel Committee methodology, similar to the previous rule, and establishes the minimum capital a financial institution is required to maintain in order to cover the different risks inherent in its business activity and thus incorporated into its assets. Such risks include mainly: credit risk, generated both by exposure to the private sector and to the public sector; market risk, generated by foreign-currency, securities and CER positions; and interest-rate risk, generated by the mismatches between assets and liabilities in terms of interest rate repricing. The minimum capital requirement stated by the new rule is 8% of an entity’s risk-weighted assets, with a 100% risk weighting for public-sector assets (within the previous rule, this risk-weighting was 0%) and private-sector assets; with said requirement being lower depending on the existence of certain guarantees in the case of private-sector assets and for certain liquid assets.

The above-mentioned Argentine Central Bank rules provided a schedule for the gradual compliance by entities with the new rule over time. For this, it established the application, beginning on January 2004, of two coefficients known as “Alfa 1” and “Alfa 2”, in order to temporarily, and in a decreasing manner, reduce the minimum capital requirement to cover the credit risk of public-sector assets and interest-rate risk, respectively. The Alfa 1 coefficient value increased progressively, in January of each year, until it reached 1.00 on January 1, 2009, and the value of the Alfa 2 coefficient increased in the same manner until it reached 1.00 on January 1, 2007, as shown in the table below:

January 1st/ December 31st	Alfa 1		Alfa 2
2004		0.05		0.20
2005		0.15		0.40
2006		0.30		0.70
2007		0.50		1.00
2008		0.75		—
2009		1.00		—

Under Argentine Central Bank rules, core capital primarily corresponds to a bank’s shareholders’ equity at the beginning of the fiscal year and supplemental capital primarily is comprised of 50% of the fiscal year’s profits and 100% of fiscal year’s losses, and subordinated debt. In the case of Banco Galicia, supplemental capital includes the subordinated debt maturing in 2019 issued as a result of the restructuring of Banco Galicia’s foreign debt. Pursuant to Argentine Central Bank regulations on this point, subordinated debt computable as supplemental capital is limited to 50% of core capital and supplemental capital cannot exceed the latter.

Communiqué “A” 4782 of the Argentine Central Bank, dated March 3, 2008, broadened the range of subordinated contractual obligations that financial institutions may include in their calculation of supplementary shareholders’ equity. Pursuant to this Communiqué, it is possible to record as such not only subordinated debt securities with a public offering, but also any other liability contractually subordinated that meets the requirements set forth in the regulation, regardless of whether such debt had a public offering and notwithstanding the manner of execution (which allows supplementary capital to include liabilities such as loans or credit lines from abroad, for example).

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The table below shows information on Banco Galicia’s consolidated computable regulatory capital, or RPC or adjusted shareholders’ equity, and minimum capital requirements as of the dates indicated.

	As of December 31,
	2010			2009			2008
	(in millions of Pesos, except percentages)
Shareholders’ Equity		2,595.7			2,126.5			1,954.7
Argentine Central Bank Minimum Capital Requirements (1)
Allocated to Financial Assets		1,618.4			1,064.1			1,014.1
Allocated to Fixed Assets, Intangible and Unquoted Equity Investments		165.2			168.7			169.5
Allocated to Market Risk		5.8			14.3			5.4
Allocated to Interest-Rate Risk		70.1			20.7			50.7
Lending to the Non-Financial Public Sector		147.6			343.7			324.8
Total (A)		2,007.1			1,611.5			1,564.5
Computable Regulatory Capital Calculated Under Argentine Banking GAAP
Core Capital		2,192.4			1,991.2			1,789.1
Supplemental Capital		1,333.3			1,070.2			994.7
Deductions
Investments in Financial Entities		(2.0	)		(1.9	)		(1.7	)
Organization Expenses		(394.6	)		(274.9	)		(191.3	)
Goodwill Recorded from June 30, 1997		(11.5	)		(17.5	)		(28.5	)
Negative Goodwill CFA		467.2			—			—
Real Estate Properties for Banco Galicia’s Own Use and Miscellaneous, for which No Title Deed has been Made		(2.6	)		(8.4	)		(6.3	)
Other		(8.2	)		(9.9	)		(17.0	)
Total		48.3			(312.6	)		(244.8	)
Additional Capital — Market Variation		19.9			40.4			13.3
Total (B)		3,593.9			2,789.2			2,552.3
Excess Capital
Excess Over Required Capital (B)-(A)		1,586.8			1,177.7			987.8
Excess Over Required Capital as a % of Required Capital		79.06			73.08			63.14
Total Capital Ratio		15.19			14.35			13.92

(1) In accordance with Argentine Central Bank rules applicable at each date.

As of December 31, 2010, Banco Galicia’s computable capital amounted to Ps.3,593.9 million, exceeding the minimum capital requirement by Ps.1,586.8 million pursuant to the regulations provided for by the Argentine Central Bank effective at that date. This excess amount was Ps.1,177.7 million as of December 31, 2009. The increase of Ps.409.1 million in the excess was due to integration of principal by Ps.804.7 million, offset by the rise in the minimum capital requirement of Ps.395.6 million.

The greater minimum capital requirement was mainly the result of the Ps.542 million higher requirements in connection with financing to the private sector, due to the growth of this portfolio, partially offset by the Ps.196 million decrease related to the non-financial public sector, mainly due to the sale of government securities during the last twelve months.

The Ps.395.6 million increase in computable capital when compared to December 31, 2009 was mainly attributable to higher core capital of Ps.201.2 million, mainly due to 2009 fiscal year’s net income, higher supplemental capital of Ps.263.1 million, due to the increase in the balance of Banco Galicia’s subordinated debt, attributable to the increase in the quotation of the Dollar and of fiscal year’s net income, and (iii) the negative goodwill stemming from the acquisition of CFA (included in “Deductions”).

Regional Credit Card Companies

Since the Regional Credit Card Companies are not financial institutions, their capital adequacy is not regulated by the Argentine Central Bank. The Regional Credit Card Companies have to comply with the minimum capital requirement established by the Corporations’ Law, which was required to be Ps.0.012 million. However, as noted above, Banco Galicia has to comply with the Argentine Central Bank’s capital adequacy rules on a consolidated basis, which includes the Regional Credit Card Companies.

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Compañía Financiera Argentina

Since CFA is a financial institution, its capital adequacy is subject to rules of the Argentine Central Bank, the same as Banco Galicia.

Minimum Capital Requirements of Insurance Companies

The insurance companies controlled by Sudamericana must meet the minimum capital requirements set by General Resolution No. 31,134 of the National Insurance Superintendency. This resolution requires insurance companies to maintain a minimum capital level equivalent to the highest of the amounts calculated as follows:

(a) By line of insurance: this method establishes a fixed amount by line of insurance. For life insurance companies, it is Ps.4 million, increasing to Ps.5 million for companies that offer pension-linked life insurance. For providers of retirement insurance that do not offer pension-linked annuities, the requirement is Ps.3 million (increasing to Ps.5 million for companies that offer pension-linked annuities). For companies that offer property insurance that includes damage coverage (excluding those related to vehicles) the requirement is Ps.1.5 million (increasing to Ps.8 million for companies that offer all P&C products).

(b) By premiums and additional fees: to use this method, the company must calculate the sum of the premiums written and additional fees earned in the last 12 months. Based on the total, the company must calculate 16%. Finally, it must adjust the total by the ratio of net paid claims to gross paid claims for the last 36 months. This ratio must be at least 50%.

(c) By claims: to use this method, the company must calculate the sum of gross claims paid during the 36 months prior to the end of the period under analysis. To that amount, it must add the difference between the balance of unpaid claims as of the end of the period under analysis and the balance of unpaid claims as of the 36^th month prior to the end of the period under analysis. The resulting figure must be divided by three. Then the company must calculate 23%. The resulting figure must be adjusted by the ratio of net paid claims to gross paid claims for the last 36 months. This ratio must be at least 50%.

(d) For life insurance companies that offer policies with an investment component, the figures obtained in b) and c) must be increased by an amount equal to 4% of the technical reserves adjusted by the ratio of net technical reserves to gross technical reserves (at least 85%), plus 0.3% of at-risk capital adjusted by the ratio of retained at-risk capital to total at-risk capital (at least 50%).

The minimum required capital must then be compared to computable capital, defined as shareholders’ equity less non-computable assets. Non-computable assets consist mainly of deferred charges, pending capital contributions, and excess investments in authorized instruments. As of December 31, 2010, the computable capital of the companies controlled by Sudamericana Holding S.A. exceeded the minimum requirement of Ps.64.2 million by Ps.21.0 million.

Sudamericana also holds Sudamericana Asesores de Seguros S.A., a company dedicated to brokerage in different lines of insurance that is regulated by the guidelines of the Corporations’ Law, which provided for a minimum capital requirement of Ps.0.012 million.

Government Regulation

General

All companies operating in Argentina must be registered with the Argentine Superintendency of Companies whose regulations are applicable to all companies in Argentina but may be superseded by other regulatory entities’ rules, depending on the matter, such as the CNV or the Argentine Central Bank. All companies operating in Argentina are regulated by the Corporations’ Law.

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In their capacity as companies listed in Argentina, Grupo Financiero Galicia and Banco Galicia must comply with the disclosure, reporting, governance and other rules applicable to such companies issued by the markets in which they are listed and their regulators, including Law No. 17,811, as amended, Law No. 20,643 and Decrees No. 659/74 and No. 2,220/80, as well as Decree No. 677/01 otherwise known as the Decree for Transparency in the Public Offering (“Régimen de la Transparencia de la Oferta Pública”). In their capacity as public issuers of securities these companies are subject to the above-mentioned rules. As Grupo Financiero Galicia has publicly listed ADSs in the United States, it is also subject to the reporting requirements of the Securities and Exchange Act of 1934 of the United States (the “Exchange Act”) for foreign private issuers and to the provisions applicable to foreign private issuers under the Sarbanes Oxley Act. See Item 9. “The Offer and Listing-Market Regulations”.

Our operating subsidiaries are also subject to the following laws: Law No. 25,156 (the Competition Defense Law, “Ley de Defensa de la Competencia”), Law No. 22,820 (Fair Business Practice Law, “Ley de Lealtad Comercial”) and the Consumer Protection Law.

As a financial services holding company, we do not have a specific institution that regulates our activities. Our banking and insurance subsidiaries are regulated by different regulatory entities. In the case of Banco Galicia, the Argentine Central Bank is the main regulatory and supervising entity.

The banking industry is highly regulated in Argentina. Banking activities in Argentina are regulated by the Financial Institutions’ Law, which places the supervision and control of the Argentine banking system in the hands of the Argentine Central Bank. The Argentine Central Bank regulates all aspects of financial activity. See “-Argentine Banking Regulation” below.

Banco Galicia and our insurance subsidiaries are subject to Law No. 25,246, which was passed on April 13, 2000, as amended, which provides for an anti-money laundering framework in Argentina, including Law No. 26,268, which amends the latter to include within the scope of criminal activities those associated with terrorism and its financing.

Sudamericana’s insurance subsidiaries are regulated by the National Insurance Superintendency and Laws No. 17,418 and No. 20,091. Sudamericana Asesores de Seguros S.A. is regulated by the National Insurance Superintendency, through Law No. 22,400.

The activity of the Regional Credit Card Companiesand the credit card activities of Banco Galicia are regulated by Law No. 25,065, as amended, or the Credit Cards Law (“Ley de Tarjetas de Crédito”). Both the Argentine Central Bank and the National Undersecretary of Industry and Trade have issued regulations to, among other things, enforce public disclosure of companies’ pricing (fees and interest rates) in order to assure consumer awareness of such pricing. See “-Credit Cards Regulation”.

Net Investment and GV Mandataria are regulated by the Corporations’ Law, as previously noted, and are not regulated by any specific regulatory agency. Galicia Warrants is regulated by Law No. 9,643.

On January 6, 2002, the Argentine Congress enacted Law No. 25,561, or the Public Emergency Law, which together with various decrees and Argentine Central Bank rules, provided for the principal measures in order to deal with the 2001 and 2002 crisis, including Asymmetric Pesification, among others. The period of effectiveness of the Public Emergency Law was extended again until December 31, 2011.

Galval is located in Uruguay and is regulated by the local legal framework according to the following detail: Corporation’s Law No. 16,060, legal framework related to exchange markets issued by the Banco Central del Uruguay (B.C.U.), Law No. 15,921 -Zona Franca and Law No. 17,835 -Anti-money laundering.

Foreign Exchange Market

In late 2001 and early 2002, restrictions were imposed on access to the Argentine foreign exchange market and on capital movements, which were tightened by the middle of 2002. The Public Emergency Law granted the executive branch of the Government the power to regulate the local foreign exchange market.

Since its creation this regime was subject to various modifications. Only the principal features currently in force are detailed below.

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On June 9, 2005, the executive branch of the Government issued Decree No. 616/05, which established certain major amendments to the rules for capital movements into and from Argentina:

(a) Foreign exchange flows into and from the local foreign exchange market and all resident new debt transactions that may imply future foreign exchange payments to nonresidents must be registered with the Argentine Central Bank.

(b) All new debt of the private sector with non-residents must be for a minimum term of 365 days, except for international trade financing and primary issuances of debt securities, if such securities’ public offering and listing on self-regulated markets in Argentina has been duly authorized.

(c) All inflows of foreign exchange resulting from such indebtedness, with the exceptions mentioned in the previous item and those regulated by the Argentine Central Bank which are detailed below, and all inflows of foreign exchange by non-residents, excluding direct foreign investments and certain portfolio investments (subscriptions of primary issuances of debt and equity securities, which public offering and listing in self-regulated markets in Argentina has been duly authorized, and government securities acquired in the secondary market), must be kept in Argentina for a term of at least 365 days and will be subject to a 30% deposit requirement.

(d) Such deposit requirement will be held in a local financial institution as an unremunerated, no-transferable Dollar-denominated time deposit maturing in at least 365 days; such funds will not be available as a guarantee for any kind of debt and, upon the deposit maturity date, such funds will become available within the country and, therefore, will be subject to the applicable restrictions on foreign exchange transfers abroad.

(e) The 30% deposit is not required for, among other things, inflows of foreign currency resulting from:

(i) loans granted to residents by local financial institutions in foreign currency;

(ii) direct investment contributions in Argentina capital contributions to local institutions, when the contributor owns, previously or as a result of such contributions, 10% or more of the company’s capital or votes, subject to compliance with certain requirements;

(iii) sales of ownership interests in local entities to direct investors, to the extent certain documentation;

(iv) to be applied to real estate acquisitions;

(v) an indebtedness with multilateral and bilateral credit agencies either directly or through their related agencies, in so far as such funds pertain to transactions conducted in full compliance with their purposes; however, when such inflows are related to the integration (or acquisition) of securities issued by financial trusts, it is necessary to comply with other requirements to avoid the 30% deposit. other foreign indebtedness of the local non-financial private sector, with an average life of no less than two years (including principal and interest), the proceeds of which will be applied to the acquisition of non-financial investments (as defined by the Argentine Central Bank);

(vi) other foreign indebtedness with no resident creditor of the financial sector and of the private, non-financial sector, to extent the proceeds from the foreign exchange settlement are simultaneously applied, net of taxes an expenses to (i) the acquisition of foreign currency to repay external debts service and/or (ii) the formation of long-term off-shore assets;

(vii) that will be utilized within 10 business days from their liquidation in the local foreign exchange market for purposes listed as “current transactions within the international accounts” (as defined by the Argentine Central Bank), among others, within such purposes are the payment by non-Argentine residents of certain local taxes; or

(viii) resulting from the sale of foreign assets of residents in order to subscribe to primary issuances of public debt issued by the Government; and

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(f) The proceeds of sales of foreign assets brought into the country by residents (“capital repatriation”) will be subject to the 30% deposit requirement noted in (c) above, which will apply to any amounts exceeding US$2.0 million per month if certain other operative requirements are met.

The Argentine Ministry of Economy is entitled to modify the percentages and terms detailed above, when a change in the macroeconomic situation so requires. It is also entitled to modify the rest of the requirements established by Decree No. 616/05, and/or establish new ones, and/or increase the types of foreign currency inflows included. The Argentine Central Bank is entitled to regulate and control compliance with the regime established by Decree No. 616/05, and to enforce the applicable penalties.

In addition to Decree No. 616/05, the Argentine Ministry of Economy issued Resolution No. 637/05, dated November 16, 2005, which established that, the restrictions established in said Decree are also applicable to all inflows of funds to the local foreign exchange market for the subscription of primary issuances of debt securities or certificates of participation by financial trusts, if such restrictions were applicable to capital inflows to be used to acquire any of the trusts’ assets. The corresponding criminal regime will be applicable in the case that any of these rules are violated.

In addition, currently, access to the local foreign exchange market by non-residents (both individuals and entities) to transfer funds abroad is permitted:

(a) With no limit in the case of: (i) proceeds from the principal amortization of government debt securities and guarantee loans in local currency; (ii) recoveries from local bankruptcies; (iii) proceeds from the sale of direct investments (as it is defined by the Argentina Central Bank) in the non-financial private sector in Argentina if they were made with foreign currency that entered the local foreign exchange market no less than 365 days before; and (iv) certain other specific cases.

(b) With a US$500,000 monthly limit in the case of the aggregate proceeds of the sale of portfolio investments made with foreign currency that entered the local foreign exchange market no less than 365 days before.

(c) With a US$5,000 monthly limit in the aggregated of the entities authorized to deal with foreign exchange, in cases not contemplated above, unless authorization from the Argentine Central Bank is obtained.

Access to the local foreign exchange market by residents (both individuals and entities) to make real estate investment abroad, contributions pertaining to direct investment or portfolio investments abroad or buy foreign currency bills or traveler checks is allowed but limited to US$2.0 million per month if certain other operative requirements are met. Such limits may be increased in certain specific cases.

Access to the foreign exchange local market for the transfer of profits and dividends abroad is permitted when corresponding to audited and final balance sheets.

Pursuant to Decree No. 260/02, all foreign exchange transactions in Argentina must be executed only through the “mercado libre y único de cambios” (free and single foreign exchange market) on which the Argentine Central Bank buys and sells currency.

Compensation to Financial Institutions

For the Asymmetric Pesification and its Consequences

Decree No. 214/02 provided for compensation to financial institutions, for:

• the losses caused by the mandatory conversion into Pesos of certain liabilities at the Ps.1.4 per US$1.0 exchange rate, which exchange rate was greater than the Ps.1.0 per US$1.0 exchange rate established for the conversion into Pesos of certain Dollar-denominated assets. This was to be achieved through the delivery of a Peso-denominated compensatory bond issued by the Government.

• the currency mismatch left on financial institutions’ balance sheets after the compulsory pesification of certain of their assets and liabilities after the conversion of the Peso-denominated compensatory bond into a Dollar-denominated compensatory bond. This would be achieved by the purchase by financial institutions of a Dollar-denominated hedge bond. For such purpose, the Government established the issuance of a Dollar-denominated bond bearing Libor and maturing in 2012 (Boden 2012 Bonds).

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Among others, Decree No. 905/02 established the methodology for calculating the compensation to be received by financial institutions. We recorded the compensation for the amounts we had determined according to the regulations. The Argentine Central Bank had to confirm the amounts after a review.

In March 2005, we agreed to receive US$2,178.0 million of face value of Boden 2012 Bonds, comprised of US$906.3 million of face value of Boden 2012 Bonds corresponding to the Compensatory Bond (fully delivered to us in November 2005) and US$1,271.7 million of face value of Boden 2012 Bonds corresponding to the Hedge Bond (fully delivered to us in April 2007).

For Differences Related to Amparo Claims

As a result of the provisions of Decree No. 1,570/01, the Public Emergency Law, Decree No. 214/02 and concurrent regulations, and as a result of the restrictions on cash withdrawals and of the issuance of measures that established the pesification and restructuring of foreign-currency deposits, since December 2001, a significant number of claims have been filed against the Government and/or financial institutions, formally challenging the emergency regulations and requesting prompt payment of deposits in their original currency. Most lower and upper courts have declared the emergency regulations unconstitutional.

Through Communication “A” 3916, dated April 3, 2003, the Argentine Central Bank allowed for the recording of an intangible asset on account of the difference between the amount paid by financial institutions pursuant to legal actions, and the amount resulting from the conversion into Pesos of the balance of the Dollar deposits reimbursed, at the exchange rate of Ps.1.4 per US Dollar (adjusted by the CER plus accrued interest as of the payment date). In addition, it established that the corresponding amount must be amortized in 60 monthly equal and consecutive installments beginning in April 2003.

On November 17, 2005, through Communication “A” 4439, the Argentine Central Bank established that, beginning in December 2005, financial institutions having provided, as from that date, new commercial loans with an average life of more than two years could defer the losses related to the amortization of amparo claims. The maximum deferrable amount is 10% of a financial institution’s RPC or 50% of the new commercial loans. Likewise, financial institutions are not able to reduce the remainder of their commercial loan portfolio. This methodology was applied until December 2008, when the balances recorded as of that date began to be amortized in up to 36 monthly equal and consecutive installments.

With respect to judicial deposits that have been subject to pesification, the Argentine Central Bank established that, beginning in July 2007, financial institutions must establish a provision in an amount equal to the difference that results from comparing such deposits’ balances at each month’s end, considered in their original currency, and the corresponding Peso balances actually recorded on the books. Such provision, established as of December 31, 2010 and charged to income, amounted to Ps.1.8 million.

As of December 31, 2010, Banco Galicia’s amortization of all deferred losses related to amparo claims during 2010 amounted to Ps.281.0 million. During fiscal years 2009 and 2008, Banco Galicia recorded losses of Ps.109.3 million and Ps.39.5 million in connection with amparo claims, respectively.

Banco Galicia has complied with Argentine Central Bank regulations concerning the amortization of amparo claims. However, Banco Galicia reserves the right to make claims in view of the negative effect on its financial condition caused by compliance with court orders, in excess of the provisions of the above-mentioned regulations. On December 30, 2003, Banco Galicia formally requested of the executive branch of the Government, with a copy of such request sent to the Argentine Ministry of Economy and to the Argentine Central Bank, the payment of due compensation for the losses incurred in connection with Asymmetric Pesification.

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Argentine Banking Regulation

The following is a summary of certain matters relating to the Argentine banking system, including provisions of Argentine law and regulations applicable to financial institutions in Argentina. This summary is not intended to constitute a complete analysis of all laws and regulations applicable to financial institutions in Argentina.

General

Since 1977, banking activities in Argentina have been regulated by the Financial Institution’s Law, which places the supervision and control of the Argentine banking system in the hands of the autonomous Argentine Central Bank. The Argentine Central Bank enforces the Financial Institution’s Law and grants authorization to banks to operate in Argentina. The Financial Institution’s Law confers numerous powers to the Argentine Central Bank, including the ability to grant and revoke bank licenses, authorize the establishment of branches of Argentine banks outside of Argentina, approve bank mergers, capital increases and certain transfers of stock, set minimum capital, liquidity and solvency requirements and lending limits, grant certain credit facilities to financial institutions in cases of temporary liquidity problems and promulgate other regulations that further the intent of the Financial Institution’s Law. The Argentine Central Bank has vested the Superintendency with most of the Argentine Central Bank’s supervisory powers. In this section, unless otherwise stated, references to the Argentine Central Bank should be understood to be references to the Argentine Central Bank acting through the Superintendency. The Financial Institution’s Law grants to the Argentine Central Bank broad access to the accounting systems, books, correspondence, and other documents belonging to banking institutions. The Argentine Central Bank regulates the supply of credit and monitors the liquidity of, and generally supervises the operation of, the Argentine banking system.

Current regulations equally regulate Argentine and foreign owned banks.

Principal Regulatory Changes since 2002

On January 6, 2002, the Government enacted the Emergency Law (Ley de Emergencia) to address the 2001-2002 economic crisis. The principal measures taken by the Government during 2002, both through the enactment of the Emergency Law and a series of decrees and other regulations, include the following: (i) the ratification of the suspension of payments on most of the public debt, with the exception of debts owed to multilateral lending agencies; (ii) the repeal of sections of the Convertibility Law (Ley de Convertibilidad) that established, since 1991, a 1 to 1 parity between the Peso and the Dollar, the devaluation of the Peso, and the establishment of an exchange rate fluctuation regime, which resulted in an increase in the value of the Peso against the Dollar of around 240% during 2002; (iii) the amplification of exchange controls and restrictions on transfers abroad, measures which began to be eased towards the end of 2002; (iv) the ratification and extension of the restrictions on cash withdrawals from bank deposits that were established in December 2001 (the “corralito”), and later lifted in December 2002; (v) Asymmetric Pesification, the specific details of which are as follows: (a) the Dollar-denominated debts of individuals and companies with financial institutions were converted into debt denominated in Pesos at an exchange rate of Ps.1.00 per US$1.00 (1:1), (b) Dollar-denominated public sector debt to the financial sector were converted into Peso-denominated debt instruments at an exchange rate of Ps.1.40 per US$1.00 (1.40:1), and (c) the Dollar-denominated bank deposits were converted into Peso-denominated bank deposits at an exchange rate of Ps.1.40 per US$1.00 (1.40:1), while foreign regulated public sector debt held by banks and companies remained Dollar-denominated; (vi) the modification of the return on assets and cost of liabilities pesified at the rate of Ps.1.40 per US$1.00 through the establishment of maximum and minimum interest rates and capital adjustments in accordance with retail price or wage change indices; (vii) the extension of the maturities of Peso-denominated time deposits and deposits originally denominated in Dollars, above a certain amount, which established a payment schedule with maturities in 2003 or 2005, depending on whether the deposits were originally made in Pesos or Dollars (the “corralón”); (viii) the voluntary exchange of corralito or corralón deposits for Government bonds (through Decree No. 739/03, dated April 1, 2003, the corralón was eliminated); (ix) the amendment of the charter of the Argentine Central Bank (see “-General” above); and (x) the compensation to financial institutions, through bonds issued by the Government for the losses caused by Asymmetric Pesification. The executive branch of the Government and the Argentine Central Bank have provided a set of rules for determining the amount of compensation for losses related to Asymmetric Pesification, although certain financial entities claim that the compensation established by such rules is not adequate to cover the losses that they have experienced.

The Argentine Congress recently extended the validity of the Emergency Law until December 31, 2011.

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Supervision

As the regulator of the Argentine financial system, the Argentine Central Bank requires financial institutions to submit information on a daily, monthly, quarterly, semiannual and annual basis. These reports, which include balance sheets and income statements, information relating to reserve funds, use of deposits, portfolio quality (including details on debtors and any established loan loss provisions) and other pertinent information, allow the Argentine Central Bank to monitor financial institutions’ financial condition and business practices.

The Argentine Central Bank periodically carries out formal inspections of all banking institutions for the purpose of monitoring compliance by banks with legal and regulatory requirements. If the Argentine Central Bank rules are breached, it may impose various sanctions depending on the gravity of the violation. These sanctions range from calling attention to the infraction, to the imposition of fines or even the revocation of the financial institution’s operating license. Moreover, non-compliance with certain rules may result in the obligatory presentation to the Argentine Central Bank of specific adequacy or regularization plans. The Argentine Central Bank must approve these plans in order for the financial institution to remain operational.

Financial institutions operating in Argentina have been subject to the supervision of the Argentine Central Bank on a consolidated basis since 1994. Information set out in “-Limitations on Types of Business,” “-Capital Adequacy Requirements,” “-Lending Limits,” and “-Loan Classification System and Loan Loss Provisions” below, relating to a bank’s loan portfolio, is calculated on a consolidated basis. However, regulations relating to a bank’s deposits are not based on consolidated information, but on such bank’s deposits in Argentina (for example, liquidity requirements and contributions to the deposit insurance system).

Examination by the Argentine Central Bank

The Argentine Central Bank began to rate financial institutions based on the “CAMEL” quality rating system in 1994. Each letter of the CAMEL system corresponds to an area of the operations of each bank being rated, with: “C” standing for capital, “A” for assets, “M” for management, “E” for earnings, and “L” for liquidity. Each factor is evaluated and rated on a scale from 1 to 5, with 1 being the highest rating an entity can receive. The Argentine Central Bank modified the supervision system in September of 2000. The objective and basic methodology of the new system, referred to as “CAMELBIG,” do not differ substantially from the CAMEL system. The components were redefined in order to evaluate business risks separately from management risks. The components used to rate the business risks are: capital, assets, market, earnings, liquidity and business. The components to rate management risks are: internal control and the quality of management. By combining the individual factors that are under evaluation, a combined index can be populated that represents the final rating for the financial institution.

After temporarily halting such examinations as a result of the 2001-2002 economic crisis, the Argentine Central Bank resumed the examination process, which continues to be in effect today. In Banco Galicia’s case, the first examination after the 2001-2002 economic crisis was based on the information as of June 30, 2005. New examinations have been conducted, the last one of which was based on information as of September 30, 2010.

Minimum Capital Requirements

Banco Galicia, as a commercial bank, must maintain capital equal to or greater than the value calculated by comparing the minimum capital requirements applicable to a bank with similar characteristics and the capital requirement amounts related to credit risk, market risk and interest rate risk.

The minimum capital requirements applicable to a commercial bank with headquarters in the Autonomous City of Buenos Aires, such as Banco Galicia, amount to Ps.25,000,000. The minimum capital requirements related to credit or counterparty risk, which are calculated using a formula created by the Argentine Central Bank, aim to estimate the minimum capital required to counteract the risk associated with counterparties to the assets under review. The minimum capital requirements related to interest rate risk aim to counteract the risk associated with mismatches between lending and deposit rates earned on assets and liabilities held by Banco Galicia. Finally, the minimum capital requirements related to market risk not only aim to counteract the risk associated with the counterparty to each asset, but the change in its market price.

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BASIC System

The Argentine Central Bank established a control system (“BASIC”) with the purpose of allowing the public access to a greater level of information and increased security with respect to their holdings in the Argentine financial system. Each letter corresponds to one of the following procedures:

• B (“Bonos” or Bonds). On an annual basis, all financial institutions in Argentina were required to engage in certain debt issuing transactions in order to expose them to scrutiny and analysis by third parties with high standards. This requirement was eliminated by the Argentine Central Bank effective March 1, 2002.

• A (“Auditoría” or Audit). The Argentine Central Bank requires a set of external audit procedures that include: (a) the creation of a registry of auditors; (b) the implementation of strict accounting procedures to be complied with by external auditors; (c) the payment of a performance guarantee by those auditors to induce their compliance with the procedures, and (d) the creation of a department within the Argentine Central Bank liable for verifying that the procedures are followed. The purpose of this requirement is to assure accurate disclosure by the financial institutions to both the Superintendency and the public.

• S (“Supervisión” or Supervision). The Argentine Central Bank has the right to inspect financial institutions from time to time.

• I (“Información” or Information). Financial institutions are required to file on a monthly basis certain daily, weekly, monthly and quarterly statistical information.

• C (“Calificación” or Rating). The Argentine Central Bank established a system that required the periodic credit evaluation of financial entities by internationally recognized rating agencies, which was suspended by Communiqué “A” 3601 in May 2002.

Legal Reserve

The Argentine Central Bank requires that every year banks allocate to a legal reserve a percentage of their net profits established by the Argentine Central Bank, which currently amounts to 20.0%. Such reserve may only be used during periods of bank losses and after using up every allowance and other reserves. Distribution of dividends will not be allowed if the legal reserve has been impaired. See Item 8. “Financial Information-Dividend Policy and Dividends”.

Limitations on Types of Business

In accordance with the provisions of the Financial Institutions Law, commercial banks are authorized to carry out all those activities and operations which are not strictly prohibited by law or by the Argentine Central Bank regulations. Permitted activities include the capacity to: grant and receive loans; receive deposits from the general public in local and foreign currency; secure its customers’ debts; acquire, place and trade with shares and debt securities in the Argentine over-the-counter market, subject to the prior approval of the CNV; carry out operations in foreign currencies; act as trustee; and issue credit cards.

Financial institutions are not allowed to own commercial, industrial, agricultural or any other type of company, unless they are authorized by the Argentine Central Bank. Pursuant to the rules of the Argentine Central Bank, a commercial bank’s total equity investments (including interest in local mutual funds) may not exceed 50% of the bank’s adjusted shareholders’ equity or its RPC. Also, the following investments may not exceed 15%, in the aggregate, of the bank’s adjusted shareholders’ equity: (i) shares not listed on stock exchanges except for (a) shares in companies providing services supplementary to the ones offered by the bank, and (b) certain equity interests requiring the provision of utility services, if applicable; (ii) listed shares and participation certificates in mutual funds not included for the purposes of determining capital requirements associated with market risk; and (iii) listed shares that don’t have a “largely publicly available market price” (when there are daily quotations of relevant operations, which should not be substantially affected by the provision of ownership by the bank of such shares).

In order to carry out the calculation of limits described above, it is not necessary to deduct the capital stock allocated to foreign branches from a bank’ shareholders’ equity.

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Pursuant to the Argentine Central Bank’s regulations, financial institutions are not allowed to engage directly in insurance activities or hold more than a 12.5% interest (or more than a specific percentage of the financial institution’s adjusted shareholders’ equity) in the outstanding capital of a company which does not provide services supplementary to those offered by financial institutions. The Argentine Central Bank determines which services are complementary to those provided by financial institutions; it has been determined that such services include those offered in connection with stock brokerage, the issuance of credit, debit or similar cards, financial intermediation in leasing and factoring transactions.

As regards non-banking financial institutions (such as CFA), they are not allowed to provide certain services and activities, such as current accounts, foreign trade transactions, etc.

Computable Regulatory Capital

Pursuant to the Argentine Central Bank’s regulations, a bank’s RPC is calculated as: (a) the minimum core capital, including capital contributions, capital adjustments, reserves, irrevocable capital contributions pending capitalization, unassigned unaudited results (of past fiscal years) and, as of October 1, 2006, long-term debt securities complying with certain prerequisites (including a maturity not exceeding 30 years and that the amounts payable thereunder do not exceed the net accounting revenue of the Bank and should provide for non-cumulative defaults so as to allow payments to be deferred and paid at the stated maturity in a lump sum), so long as they do not exceed the predetermined percentage of net worth (generally 30% with periodic reductions until reaching the international standard of 15% on January 1, 2013); plus (b) the supplementary capital, which may not exceed the minimum core capital and includes (i) with respect to results of past fiscal years: 100% of the results (plus or minus depending on whether they are positive or negative) registered on the latest audited quarterly financials, in the event the yearly financials are not audited; (ii) for the current fiscal year, the entire results (plus or minus depending on whether they are positive or negative) registered at the close of the fiscal year once the results are audited; (iii) 50% of the revenues and 100% of the losses from the latest available audited quarterly or yearly statements; (iv) 50% of the reserves required by the Argentine Central Bank for “current” and “in current situation” loans; (v) subordinated-debt not exceeding 50% of the minimum core capital with a 5 year maturity minimum, and as of October 1, 2006, including debt instruments that comply with the prerequisites to be considered minimum core capital and that exceed the limits set forth in the above clause, debt instruments with a residual term equal to or shorter than 10 years and those that set forth non-cumulative defaults (the limit for such calculations is set at 50% of the minimum core capital), and (vi) breakdowns not included in financial statements or the corresponding auditors report and the accounts payable or collectable of the net worth accounts with uncollected valuation disparities; minus (c) the sum of (i) participation in other financial entities, (ii) securities deposited with custodians that are not registered, (iii) securities issued by foreign countries with ratings under the Government’s rating, (iv) demand securities placed with foreign financial institutions with ratings below “investment grade,” (v) unregistered ownership over real property, (vi) goodwill, (vii) incorporation and development expenses and (viii) provisioning deficiencies as determined by the Superintendency.

Financial institutions must comply with capital adequacy requirements both on an individual and consolidated basis.

Capital Adequacy Requirements

See “-Selected Statistical Information-Regulatory Capital”.

Capitalization of Debt Instruments

Through Communiqué “A” 4652, dated April 25, 2007, the Argentine Central Bank modified Item 7.3 “Capital Contributions” of “Chapter VI. Capital Adequacy- Section 7. Regulatory Capital” of its LISOL 1 rule. Through such Communiqué, the Argentine Central Bank broadened the set of financial instruments different from cash that it expressly allows to be contributed as capital for the purposes of all regulations related to capital, capital calculations and capital increases. Besides cash, in which case no special authorization from the Argentine Central Bank is required, the regulation establishes that subject to the prior authorization by the Superintendency, the following instruments are allowed as capital contributions: (i) securities issued by the Government, (ii) debt instruments issued by the Argentine Central Bank, and (iii) a financial institution’s deposits and other liabilities resulting from financial brokerage, including subordinated obligations. In cases (i) and (ii), the contributions must be recorded at market value. It is understood that an instrument has a market value when it has regular quotations in stock markets and regulated local and foreign markets. In case (iii), contributions must be recorded at market value, as defined in the previous sentence or, in the case of financial institutions that publicly offer their stock, at the price determined by the regulatory authority. When the previous situation is not verified, contributions will be admitted at their accounting value, pursuant to Argentine Central Bank rules.

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Profit Distribution

See Item 8. “Financial Information-Dividend Policy and Dividends”.

Legal Reserve Requirements for Liquidity Purposes

The “minimum cash requirements” that banks are required to carry are established as a percentage of the balances of the different types of bank deposits and, for time deposits, the percentage varies with the remaining maturity. The deposit amount minus the minimum cash requirement is such deposits “lending capacity”.

The Argentine Central Bank modifies from time to time the percentages of the minimum cash requirements depending on monetary policy considerations. Compliance with the minimum cash requirements must be accomplished with certain assets (see below), in the same currency as the deposit that triggers such requirement. Compliance with the minimum cash requirements is determined in averages, for monthly periods. The Argentine Central Bank can modify this practice, depending on monetary policy considerations.

Through Communiqué “A” 3486, dated March 22, 2002, and Communiqué “A” 3528, dated March 25, 2002, the Argentine Central Bank established that foreign currency denominated deposits lending capacity must only be applied to US Dollar-denominated international trade financing, interbank loans and Lebac, and that any such lending capacity not applied to the aforementioned purposes will constitute a greater cash minimum requirement in Pesos, for the same amount. Subsequently, other purposes were added, allowing for the financing of activities that do not directly generate cash flows in foreign currency, such as the granting of loans to finance the importing of capital goods to be used to increase the production for the local market.

Pursuant to Communiqué “A” 4449, dated December 2, 2005, the Argentine Central Bank established that, effective December 2005, the minimum cash requirement in Pesos is to be applied over the monthly average of the daily balances of the obligations comprised, except for the period from December to February of the following year, for which the quarterly average was used.

At the end of fiscal year 2010, the percentages of minimum cash requirements applicable in accordance with Argentine Central Bank rules, were as follows:

• Demand deposits:

• Peso-denominated current accounts and savings accounts: 19%.

• Dollar-denominated savings accounts: 20%.

• Time deposits, including those adjusted by CER (by remaining maturity):

• Peso-denominated: up to 29 days: 14%; from 30 to 59 days: 11%; from 60 to 89 days: 7%; from 90 to 179 days: 2%; from 180 to 365 days: 0%.

• Dollar-denominated: up to 29 days: 20%; from 30 to 59 days: 15%; from 60 to 89 days: 10%; from 90 to 179 days: 5%; from 180 to 365 days: 2%; and more than 365 days: 0%.

The assets computable for compliance with this requirement are the technical cash, which includes cash (bills and coins in vaults, in ATMs and branches, and in transportation and in armored truck companies, up to a 67% maximum beginning on October 1, 2006, as established by the Argentine Central Bank’s Communiqué “A” 4580), the balances of the Peso- and Dollar-denominated accounts at the Argentine Central Bank and that of the escrow accounts held at the Argentine Central Bank in favor of clearing houses.

As of December 31, 2010, Banco Galicia was in compliance with its legal reserve requirements, and has continued to be up to the date of this annual report.

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Lending Limits

The total equity stake and credit, including collateral, a bank is allowed to grant to a customer at any time is based on the bank’s adjusted shareholders’ equity as of the last day of the immediately preceding month and on the customer’s shareholders’ equity.

In accordance with the Argentine Central Bank’s regulations, a commercial bank shall not lend or provide credit (“financial assistance”) in favor of, nor hold shares in the capital stock of only one unrelated customer (together with its affiliates) for amounts higher than 15% of Banco Galicia’s adjusted shareholders’ equity or 100% of the customer’s shareholders’ equity. Nevertheless, a bank may provide additional financial assistance to such customer up to a sum equivalent to 10% of the bank’s adjusted shareholders’ equity, if the additional financial assistance is secured by certain liquid assets, including government or private debt securities.

The total amount of financial assistance a bank is authorized to provide to a borrower and its affiliates is also limited based on the borrower’s shareholders’ equity. The total amount of financial assistance granted to a borrower and its affiliates shall not be higher than, in the aggregate, 100% of such borrower’s shareholders’ equity, although such limit may be increased an additional 200% of the borrower’s shareholders’ equity if the sum does not exceed 2.5% of the bank’s adjusted shareholders’ equity.

Since October 1, 1995, the Argentine Central Bank has required that the granting of any kind of loans exceeding 2.5% of a bank’s adjusted shareholders’ equity be approved by the branch’s manager, the regional manager, the senior administrative officer of the credit division, the general manager and the credit committee, if any, and it must also have the approval by the board of directors, management board or another similar board.

With regards to the assistance to non-financial public sector, Communiqué “A” 3911, dated March 28, 2003, established certain limits, effective as from April 1, 2003. These limits do not include the banks’ current exposure as of March 31, 2003 or bonds received as compensation pursuant to Decree No 905/02 or to be received pursuant to other rules, nor the extension of amortization payments. The same treatment is given to bonds issued pursuant to the conditions established by Decree 1735/04 (through which the debt exchange offer was made official), received as part of the Argentine debt restructuring, in exchange for preexisting eligible securities as of March 31, 2003. Global exposure to the public sector (national, provincial and municipal public sector) shall not be higher than 75% of an institution’s adjusted shareholders’ equity. Additionally, section 12 of the aforementioned Communiqué establishes that, since January 2006, the average financial assistance to non-financial public sector, in the aggregate, shall not be higher than 40% of the bank’s total assets as of the end of the previous month. Later, through Communiqué “A” 4546, this limit was reduced to 35%, to be effective as from July 1, 2007 to present.

The Argentine Central Bank also regulates the level of “total financial exposure” (defined as financial assistance or credit plus equity participations) of bank to a “related party” (defined as a bank’s affiliates and related individuals). For purposes of these limits, “affiliate” means any entity over which a bank, directly or indirectly, has control, is controlled by, or is under common control with, or any entity over which a bank has, directly or indirectly, significant influence with respect to such entity’s corporate decisions. “Related individuals” mean a bank’s directors, senior management, syndics and such persons’ direct relatives.

The Argentine Central Bank limits the level of total financial exposure that a bank can have outstanding to related parties, depending on the rating granted to each bank by the Superintendency. Banks rated 4 or 5 are forbidden to extend financial assistance to related parties. For banks ranked between 1 and 3, the financial assistance without guarantees to related parties cannot exceed, together with any equity participation held by the bank in its affiliates, 5% of such bank’s RPC. The bank may increase its financing to such related parties up to an amount equal to 10% of such bank’s RPC if the financial assistance is secured.

However, a bank may grant additional financial assistance to such related parties up to the following limits:

• Financial institutions rated 1, 2 or 3, subject to consolidation with the lender or the borrower:

• If the affiliate is a financial institution rated 1, the amount of total financial exposure can reach 100% of a bank’s RPC, and 50% for additional financial assistance.

• If the receiving affiliate financial institution is rated 2, the amount of total financial exposure can reach 20% and an additional 105% can be included.

• If the affiliate is a financial institution rated 3, the amount of total financial exposure can reach 10%, and additional financial assistance can reach 40%.

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• Financial institutions not subject to consolidation with the lender or the borrower: 10%

• Domestic companies with complementary services associated with brokerage of shares, financial brokerage in leasing and factoring operations, and temporary acquisition of shares in companies to facilitate their development in order to sell such shares afterwards.

• Controlling company rated 1: General assistance: 100%

• Controlling company rated 2: General assistance 10% / Additional assistance 90%

• Domestic companies with complementary services related to the issuance of credit cards, debit cards or other cards:

• Controlling company rated 1: General assistance: 100% / Additional assistance 50%

• Controlling company rated 2: General assistance 20% / Additional assistance 105%

• Controlling company rated 3: General assistance 10% / Additional assistance 40%

• Domestic companies with complementary services, not subject to consolidation with the lender or the borrower : 10%

• Foreign financial entities:

• Investment grade: 10%

• No Investment grade: Unsecured 5%; Secured 10%

In addition, the aggregate amount of a bank’s total financial exposure to its related parties, plus non-exempt financial assistance may not exceed 20% of such bank’s RPC.

Notwithstanding the limitations described above, financial assistance is also limited in order to prevent risk concentration. To that end, a bank’s aggregate amount of non-exempt total financial exposure (including equity interests) independently of whether customers qualify as such bank’s related parties or not, in the case in which such exposure exceeds 10% of such bank’s RPC, may not exceed three times the bank’s RPC excluding total financial exposure to domestic financial institutions, or five times the bank’s RPC, including such exposure.

For a second floor financial institution (i.e. a financial institution which only provides financial products to other banks and not to the public) the latter limit is 10 times the bank’s RPC.

Banco Galicia has historically complied with such rules.

Loan Classification System and Loan Loss Provisions

For a description of the Argentine Central Bank’s loan classification system and the Argentine Central Bank’s minimum loan loss provisions requirements, see “-Selected Statistical Information-Main Argentine Central Bank’s Rules on Loan Classification and Loan Loss Provisions”.

Valuation of Public Sector Assets

Since March 1, 2011, the Argentine Central Bank amended the valuation criterion applicable to holdings of public sector debt according to the probable allocation of the assets:

(a) Reasonable market value: the debt instruments are registered at the corresponding market closing price or at present value; it is applicable to debt instruments included in the list of volatilities or present values published by the Argentine Central Bank.

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(b) Cost plus yield: the debt instruments not included in the list mentioned in a) above, are registered at incorporation value increased on an exponential basis according to their internal rate of return (“IRR”). The monthly accrual shall be recorded in the income statement or in a contra asset account according to the debt instrument:

(i) Debt instruments stemming from sovereign debt exchanges: as long as the market value is lower than the book value, 50% of the yield will be allocated to income and the remaining 50% will be recorded with a counterpart under contra asset accounts, which will be reversed by means of an allocation to income as long as their balance exceeds the positive difference between the market value and the book value of said account.

(ii) Argentine Central Bank instruments: the yield will be allocated to income.

(iii) Debt instruments not stemming from sovereign debt exchanges and not included in the list mentioned in a) above: registered at present value, discounting the cash flows at a discount rate equal to the yield of debt instruments with volatility published by the Argentine Central Bank with similar duration. As long as the present value is lower than the book value, the monthly accrual shall be recorded with a counterpart under contra asset account.

It is also allowed to register debt instruments subject to market prices under cost plus yield, up to certain amounts, if the objective is to hold the debt instrument till maturity.

Financial Assistance from the Argentine Central Bank

Financial Assistance for Liquidity Support Granted After March 10, 2003

Communiqué “A” 3901, issued on March 19, 2003, established an automatic mechanism to regulate the provision by the Argentine Central Bank of assistance for liquidity support to financial institutions. This mechanism does not apply to the financial assistance granted for such reasons during the 2001-2002 crisis.

Financial Assistance for Liquidity Support Granted Before April 1, 2003

Through Decree No. 739/03, dated April 1, 2003, the Government established a voluntary procedure for the restructuring of the financial assistance granted by the Argentine Central Bank to financial institutions during the 2001-2002 crisis. On March 2, 2007, Banco Galicia repaid the total outstanding balance of the financial assistance it received from the Argentine Central Bank as a consequence of the 2001-2002 crisis.

Foreign Currency Position

Through Communiqué “A” 4350, dated May 12, 2005, the Argentine Central Bank suspended, effective May 1, 2005, the limit on the positive Global Foreign Currency Net Position (defined as assets and liabilities from financial brokerage and securities denominated in foreign currencies) established at the lowest of 30% of a bank’s RPC or a bank’s liquid shareholders’ equity as of the end of the previous month. Although, at that moment the Argentine Central Bank kept the limit on the negative foreign currency net position at 30% of a bank’s RPC, through Communiqué “A” 4577, issued on September 28, 2006, and effective January 1, 2007, it established that this position should not exceed 15% of the RPC of the preceding month. Subsequently, through Communiqué “A” 4598, dated November 17, 2006, the Argentine Central Bank allowed, in certain cases, the limit to increase by 15%. Communiqué “A” 4577 also clarified that participation certificates or debt securities issued by financial trusts and credit rights on ordinary trusts, in the corresponding proportion, should be calculated when the trust’s underlying assets are denominated in foreign currency.

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Deposit Insurance System

In 1995, Law No. 24,485 and Decree No. 540/95, as amended, created a deposit insurance system for bank deposits and delegated to the Argentine Central Bank the organization and start-up of the deposit insurance system. The deposit insurance system was implemented through the creation of a fund named Fondo de Garantía de los Depósitos (“FGD”), which is administered by Seguros de Depósitos S.A. (“Sedesa”). The shareholders of Sedesa are the Government, through the Argentine Central Bank, which holds at least one share, and a trust constituted by the financial institutions which participate in the fund. The Argentine Central Bank establishes the extent of participation by each institution in proportion to the resources contributed by each such institution to the FGD. Banks must contribute to the FGD on a monthly basis in an amount that is currently equal to 0.015% of the monthly average of daily balances of a financial institution’s deposits (both Pesos and foreign currency denominated). The deposit insurance system covers all Peso and foreign currency deposits held in demand deposit accounts, savings accounts and time deposits for an amount up to Ps.30,000. Deposits made after July 1, 1995, with an interest rate 200 b.p.’s above the interest rate quoted by Banco Nación for deposits with equivalent maturities are not covered by this system. The guarantee provided by the deposit insurance system must be made effective within 30 days from the revocation of the license of a financial institution, subject to the outcome of the exercise by depositors of their priority rights described under “-Priority Rights of Depositors” below. The Argentine Central Bank may modify, at any time, and with general scope, the amount of the mandatory deposit guarantee insurance. As from January 2011, the Argentine Central Bank decided to increase the limit of the deposit insurance to Ps.120,000.

Decree No. 1292/96, enhanced Sedesa’s functions to allow it to provide equity capital or make loans to Argentine financial institutions experiencing difficulties and to institutions that buy such financial institutions or their deposits. As a result of such decree, Sedesa has the flexibility to intervene in the restructuring of a financial institution experiencing difficulties prior to bankruptcy.

Priority Rights of Depositors

According to section 49 e) of the Financial Institutions’ Law, in the event of a judicial liquidation or the bankruptcy of a financial entity, the holders of deposits in Pesos and foreign currency benefit from a general priority right to obtain repayment of their deposits up to the amount set forth below, with priority over all other creditors, with the exception of the following: (i) credits secured by a mortgage or pledge, (ii) rediscounts and overdrafts granted to financial entities by the Argentine Central Bank, according to section 17 subsections b), c) and f) of the Argentine Central Bank Charter, (iii) credits granted by the Banking Liquidity Fund created by Decree No. 32 of December 26, 2001, secured by a mortgage and pledge and (iv) certain labor credits, including accrued interest until their total cancellation.

The holders of the following deposits are entitled to the general preferential right established by the Financial Institutions’ Law (following this order of preference),

• deposits of individuals or entities up to Ps.50,000 or the equivalent thereof in foreign currency, with only one person per deposit being able to use this preference. For the determination of this preference, all deposits of the same person registered by the entity shall be computed;

• deposits in excess of Ps.50,000 or the equivalent thereof in foreign currency, referred to above;

• liabilities originated on commercial credit lines granted to the financial entity, which are directly related with international trade.

According to the Financial Institutions’ Law, the preferences set forth in previous paragraphs (i) and (ii)above, are not applicable to deposits held by persons who are affiliates of the financial entity, either directly or indirectly as determined by the Argentine Central Bank.

In addition, under section 53 of the Financial Institutions’ Law, the Argentine Central Bank has an absolute priority over all other creditors of the entity except as provided by the Financial Institutions’ Law.

Financial Institutions with Economic Difficulties

The Financial Institutions’ Law establishes that financial institutions, including commercial banks such as Banco Galicia, which evidence a deficiency in their cash reserves, have not complied with certain required technical standards, including minimum capital requirements, or whose solvency or liquidity is deemed to be impaired by the Argentine Central Bank must submit a restructuring plan to the Argentine Central Bank. Such restructuring plan must be presented to the Argentine Central Bank on the date specified by the Argentine Central Bank, which should not be later than 30 calendar days from the date on which the request is made by the Argentine Central Bank. In order to facilitate the implementation of a restructuring plan, the Argentine Central Bank is authorized to provide a temporary exemption from compliance with technical regulations and/or the payment of charges and fines that arise from such non-compliance.

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The Argentine Central Bank may also, in relation to a restructuring plan presented by a financial institution, require such financial institution to provide guarantees or limit the distribution of profits, and appoint a supervisor, to oversee such financial institutions’ management, with the power to veto decisions taken by the financial institution’s corporate authorities.

In addition, the Argentine Central Bank’s charter authorizes the Superintendency, subject only to the prior approval of the president of the Argentine Central Bank, to suspend for up to 30 days, in whole or in part, the operations of a financial institution if its liquidity or solvency have been adversely affected. Notice of this decision must be given to the board of directors of the Argentine Central Bank. If at the end of such suspension period the Superintendency considers it is necessary to renew it, it can only be authorized by the board of directors of the Argentine Central Bank, for an additional period not to exceed 90 days. During the suspension period: (i) there is an automatic stay of claims, enforcement actions and precautionary measures; (ii) any commitment increasing the financial institution’s liabilities is void, and (iii) acceleration of indebtedness and interest accrual is suspended.

If, in the judgment of the Argentine Central Bank, a financial institution is in a situation which, under the Financial Institutions’ Law, would authorize the Argentine Central Bank to revoke the financial institution’s license to operate as such, the Argentine Central Bank may, prior to considering such revocation, order a variety of measures, including (1) taking steps to reduce, increase or sell the financial institution’s capital; (2) revoking the approval granted to the shareholders of the financial institution to own an interest therein, giving a term for the transfer of such shares; (3) excluding and transferring assets and liabilities; (4) constituting trusts with part or all the financial institution’s assets; (5) granting of temporary exemptions to comply with technical regulations and/or pay charges and fines arising from such defective compliance; or (6) appointing a bankruptcy trustee and removing statutory authorities.

Furthermore, any actions authorized, commissioned or decided by the Argentine Central Bank under section 35 bis of the Financial Institutions’ Law, involving the transfer of assets and liabilities, or complementing it, or necessary to execute the restructuring of a financial institution, as well as those related to the reduction, increase and sale of equity, are not subject to any court authorization and cannot be deemed inefficient in respect of the creditors of the financial institution which was the owner of the excluded assets, even though its insolvency preceded any of such actions.

Dissolution and Liquidation of Financial Institutions

The Argentine Central Bank must be notified of any decision to dissolve a financial institution pursuant to the Financial Institutions’ Law. The Argentine Central Bank, in turn, must then notify a court of competent jurisdiction which will determine who will liquidate the entity (the corporate authorities or an appointed, independent liquidator). This determination is based on whether or not sufficient assurances exist regarding the ability of such corporate authorities to carry out the liquidation properly.

Pursuant to the Financial Institutions’ Law, the Argentine Central Bank no longer acts as liquidator of financial institutions. However, when a restructuring plan has failed or is not considered viable, local and regulatory violations exist, or substantial changes have occurred in the financial institution’s condition since the original authorization was granted, the Argentine Central Bank may decide to revoke the license of the financial institution to operate as such. In this case, the law allows judicial or extrajudicial liquidation as in the case of voluntary liquidation described in the preceding paragraph.

The bankruptcy of a financial institution cannot be adjudicated until the license is revoked by the Argentine Central Bank. No creditor, with the exception of the Argentine Central Bank, may request the bankruptcy of the former financial institution before 60 days have elapsed since the revocation of its license.

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Credit Cards Regulation

The Credit Cards Law establishes the general framework for credit card activities. Among other regulations, this law:

• sets a 3% cap on the rate a credit card company can charge merchants for processing customer card holders’ transactions with such merchants, calculated as a percentage of the customers’ purchases. With respect to debit cards, the cap is set at 1.5% and the amounts relating to the customers’ purchases should be processed in a maximum of 3 business days;

• establishes that credit card companies must provide the Argentine Central Bank with the information on their loan portfolio that such entity requires; and

• sets a cap on the interest rate a credit card company can charge a card holder, which cannot exceed by more than 25% the average interest rate charged by the issuer on personal loans and, for non-bank issuers, it cannot exceed by more than 25% the financial system’s average interest rate on personal loans (published by the Argentine Central Bank).

Both the Argentine Central Bank and the National Undersecretary of Industry and Trade have issued regulations, among others, to enforce public disclosure of companies’ pricing (fees and interest rates) to ensure consumer awareness of such pricing.

Concealment and Laundering of Assets of a Criminal Origin

Law No. 25,246 (as amended by Laws No. 26,087, No. 26,119 and No. 26,268) incorporates money laundering as a crime under the Argentine Criminal Code. Additionally, with the goal of preventing and stopping money laundering, the UIF was created under the jurisdiction of the Argentine Ministry of Justice, Security and Human Rights.

Regulations in force establish, among other things, that:

i) Any person who converts, transfers, administers, sells, encumbers or uses money or any other asset derived from any crime in which he was not involved, with the possible result of giving those original or secondary assets the appearance of having a legal origin and as long as their value is greater than Ps.50,000, whether through a single act or through a series of related events, will be imprisoned for two to ten years and will be fined an amount that will be between two and ten times the amount of the transaction.

ii) Any person that was not involved in a crime committed by another person but that (a) helps a person to elude or escape from an investigation by the relevant authority; (b) hides, alters or destroys any trail, evidence or object related to the crime or helps the perpetrator of the crime or any participant to hide them, alter them or make them disappear; (c) acquires, receives or hides money or objects arising from a crime; (d) does not report a crime or does not identify a perpetrator of or participant in a crime that is known to him when obligated to do so in order to promote the criminal prosecution of a crime of such nature; or (e) secures or helps the perpetrator of or participant in a crime to secure the product or profit of a crime, will be imprisoned for six months to three years.

The minimum and maximum of the criminal scale will be doubled when (a) the foregoing acts were crimes that are particularly serious, meaning those crimes with a punishment that is greater than three years of imprisonment; (b) the perpetrator committed the crime for profit; and (c) the perpetrator regularly performs concealment activities. The criminal scale will only be increased once, even when more than one of the above-mentioned acts occurs. In such a case the court may take into consideration the multiple acts when individualizing the punishment.

In addition, regulations establish that: (a) within the framework of a review of reported suspicious activity, the persons that are obligated to provide information may not withhold information required by the UIF because such information is a banking, stock market or professional secret nor because it is legally or contractually confidential; (b) if after having completed its analysis of the reported activity, the UIF has found sufficient elements to suspect that the activity is a money laundering operation pursuant to the law, then the UIF shall notify the Public Ministry in order to determine if a criminal prosecution should begin; and (c) those persons who have acted for their spouse, any relative that is related by blood up to the fourth degree or by marriage up to the second degree or a close friend or a person to whom they owe special gratitude, shall be exempted from criminal responsibility.

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Notwithstanding the foregoing, pursuant to the Argentine Criminal Code, the exemption shall not be effective in the following cases: (i) with respect to a person who secures or helps the perpetrator of or a participant in a crime to secure the product or profit of the crime; (ii) with respect to a perpetrator that committed the crime for profit; (iii) with respect to a perpetrator that regularly performs concealment activities; or (iv) with respect to a person that converts, transfers, administers, sells, encumbers or uses money or any other asset derived from any crime in which he was not involved, with the possible result of giving those original or secondary assets the appearance of having a legal origin and as long as their value is greater than Ps.50,000, whether through a single act or through a series of related events.

The law lists the parties that are obligated to report to the UIF; these parties include, among others: financial institutions, agents and stock companies, insurance companies, notary publics and those registered professionals whose activities are governed by the Consejo de Profesionales de Ciencias Económica (Economic Sciences Professional Council). Such reporting obligation generally consists of performing due diligence in order to get to know the client and in order to understand the corresponding transaction and, if applicable, in order to report any irregular or suspicious activity to the UIF, pursuant to the terms and conditions established by the regulation applicable to such obligated party.

Likewise, Law No. 26,119 modified the composition and the structure of the UIF, which is now comprised of a President and a Vice-president that are appointed by the executive branch based on a proposal made by the Argentine Ministry of Justice and an advisory council comprised of representatives of the Argentine Central Bank, the Argentine Revenue Service (“AFIP”), the CNV, the SEDRONAR (the Government’s secretary for the prevention of drug use and dealing), the Argentine Ministry of Justice, Security and Human Rights, the Argentine Ministry of Economy and the Argentine Ministry of Interior.

On June 13, 2007 Law No. 26,268 was enacted. Such law establishes the punishments and sanctions applicable to those individuals that are part of an unlawful association the purpose of which is, through the execution of crimes, the terrorizing of a population and the forcing of a government or an international organization to commit an act or refrain from committing an act, as long as the following characteristics are fulfilled: (a) there is a plan to spread hate regarding specific ethnic, religious or political groups; (b) the association has an international operational network; and (c) the association has at its disposal war weapons, explosives, chemical or bacterial agents or any other instruments that can put the life or safety of an uncertain number of people in danger.

In light of the above described framework, in 2000, Banco Galicia formed a Board Committee, the “Committee for the Control and Prevention of Money Laundering”, the name of which was changed in 2005 to the “Committee for the Control and Prevention of Money Laundering and Funding of Terrorist Activities”, which is in charge of establishing the general guidelines for Banco Galicia’s strategy to control and prevent money laundering and the financing of terrorism. For more information, see “Item 6. Directors, Senior Management and Employees-Functions of the Board of Directors of Banco Galicia”. In addition, a unit specializing in this area was created, the Anti-Money Laundering Unit, which is responsible for the execution of the policies passed by the committee and for the monitoring of control systems and procedures in order to ensure that they are adequate. CFA also has a Committee for the Control and Prevention of Money Laundering.

The “guide for unusual or suspicious transactions within the scope of the financial and foreign exchange system” (passed by Resolution No. 2/02 of the UIF) establishes the obligation to report the following investment related transactions: (a) investments related to purchases of government or corporate securities given in custody to the financial institution if such securities’ value appears to be inappropriate due to the type of business of the client; (b) deposits or “back to back” loan transactions with branches, subsidiaries or affiliates of the bank in places known to be “tax havens” or countries or territories considered by the Financial Action Task Force as non-cooperative, (c) client requests for investment management services (whether in foreign currency, shares or trusts) where the source of the funds is not clear or is not consistent with its business; (d) significant and unusual movements in custodial accounts; (e) frequent use by infrequent clients of special investment accounts whose owner is the financial entity; and (f) regular securities transactions, through purchases and sales on the same day and for identical volumes and nominal values, taking advantage of quotation differences, when such transactions are not consistent with the client’s profile and regular activity.

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Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

Item 5.A. Operating Results

The following discussion and analysis is intended to help you understand and assess the significant changes and trends in our historical results of operations and the factors affecting our resources. You should read this section in conjunction with our audited consolidated financial statements and their related notes included elsewhere in this annual report.

Overview

In the last three years, in order to increase our recurrent earnings generation capacity, we have undertaken to:

• Expand the volume of our business with the private sector;

• Progressively strengthen our balance sheet by consistently reducing Banco Galicia’s high exposure to the public sector, as well as those liabilities incurred by Banco Galicia as a consequence of the 2001-2002 crisis, and

• Capitalize Banco Galicia.

This strategy responds to the consequences of the 2001-2002 crisis on us, which left Banco Galicia with a very low exposure to the private sector and an unusually high and low yielding exposure to the public sector with expensive liabilities supporting such assets, mainly our restructured foreign debt. Therefore, we have undertaken to significantly increase the relative size of our business with the private sector in terms of our total balance sheet, reducing low yielding public-sector assets, strengthening our balance sheet and improving our bottom line. In addition we have undertaken to increase Banco Galicia’s capital in order for it to be able to support the growth of its business.

Our strategy for reducing Banco Galicia’s liabilities has been to use Banco Galicia’s public-sector exposure to repay them, through the proceeds of sales at market conditions in order to minimize the impact on our shareholders’ equity.

We reduced our exposure to the public sector from Ps.6,054.3 million to Ps.3,944.5 million between December 31, 2008 and December 31, 2010, representing a reduction of Ps.2,109.8 million or 34.8% of the former amount.

We have increased our regulatory capital through the purchase of CFA and through internal origination (positive results).

We have expanded our operations significantly since mid 2002, increasing our customer base and our fee based and financial intermediation activities with the private sector, strengthening our position as a leading domestic private-sector financial institution. In addition, our total deposits (which began to increase in the second half of 2002) and loan origination (which began to increase gradually in 2003) increased, both at the level of Banco Galicia and at the level of the Regional Credit Card Companies, and since June 2010 also at the level of CFA.

The increase in our overall level of activity, which led to the above-mentioned increase in the volume of our fee based business and financial intermediation with the private sector, has had a positive impact on our net financial income and on our net income from services. At the beginning of the recovery of the Argentine economy, the decreasing risk profile of the loan portfolio reduced the need to establish loan loss reserves and the improvement in the quality of the loan portfolio allowed for the reversal of provisions and strong loan recoveries, which reduced the impact of net credit losses on our bottom line. Nevertheless this effect decreased progressively, and loan loss provisions increased due to the seasoning of individuals’ loan portfolios and to the incorporation of CFA’s loan portfolio since June 2010.

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During this period, following the expansion of our business volume we decided to expand our distribution network, with a related increase in personnel and a greater use of resources in general, as well as considerable expenses for advertising and publicity. In addition, the administrative expenses reflect an inflationary environment and the adjustment of salaries that has taken place.

During 2008, and the first half of 2009, the international financial crisis and certain preexisting domestic problems and the Government’s decision to nationalize the private pension funds system dampened domestic confidence and raised uncertainty regarding future economic policies. The uncertainty triggered a strong dollarization of portfolios, with a reduction of private sector Peso deposits, and, in turn, a deceleration in growth rates of the loans to the private sector and a deterioration of asset quality. In spite of the adverse international and local financial condition, Banco Galicia managed to expand its business with the private sector and to improve its income generation, while strengthening its financial condition, the coverage of its credit risks in a scenario of deterioration of asset quality, and the provisioning for other contingencies.

The second half of 2009 showed a recovery of the world economy and of the local economy, which favorably impacted deposits and loan growth with an improvement in asset quality that extended throughout 2010.

In summary, in recent years, our results of operations were still influenced by the negative effect on our net financial income of certain consequences of the 2001-2002 crisis and the 2008 and beginning of 2009 financial crisis. However, our operating profitability was positively impacted by the strengthening of our balance sheet, including the progressive reduction of public-sector assets and liabilities and the growth of our business with the private sector, both the financial intermediation and fee based businesses, in a still low credit risk environment, but within a context of growing inflation.

Banco Galicia has finished with most of the negative effects of the 2001-2002 crisis during 2010 (i.e. amortization of amparo claims) and profitability should continue to increase during 2011.

The Argentine Economy

During 2010, the global economy continued to experience the economic recovery that began in 2009. However, 2010 was not without fears of a recessionary relapse. In particular, doubts in the U.S. began to surface mid-year relating to the strength of its recovery, which influenced the U.S. Federal Reserve to maintain a highly expansionary monetary policy. In Europe, although gradual improvements in economic performance were evident, doubts about the financial health of some countries created uncertainty and impacted negatively the international financial markets. In order to calm nervousness and defend the Euro, the European Central Bank intervened through purchases of troubled sovereign debt and aid packages in conjunction with the IMF. Relaxed monetary policy in advanced economies generated an environment of low rates and abundant liquidity, from which emerging economies benefited, receiving much of the international flow of funds seeking higher yields.

Within this favorable economic environment, accompanied by increased Argentine export prices, the Argentine economy began to experience the economic recovery that had begun worldwide during the second half of 2009. A significant recovery took place in the agricultural sector, after the drought during 2008 and 2009, which contributed extensively to the recent overall Argentine economic recovery. The financial sector benefited from the favorable international economic climate and the relatively low level of domestic political and social volatility. Growth of over 9% was achieved by the Argentine economy from the fiscal year ended December 31, 2009 to the fiscal year ended December 31, 2010. According to the General Activity Index prepared by Orlando J. Ferreres y asociados’ Consulting Firm (IGA-OJF), the Argentine economy experienced an 8.2% expansion in 2010. The Argentine economy was expanding at a seasonally adjusted quarterly average rate of 3.2% during the first half of 2010, driven in large part by the contribution of the agricultural sector. By the second half of 2010, a slight slowdown occurred in the pace of economic growth, with average quarterly growth of 0.9% (seasonally adjusted).

The highest performing production sector of the Argentine economy was agriculture, with an annual expansion of 19.7%, followed by manufacturing (10.5% expansion) and trade (9.4% expansion). After the severe drought of 2009, crops recovered significantly and showed an increase of 55% over the previous year. In addition, during 2010, certain service sectors experienced growth, such as health services (2.2% expansion), public administration (3.2% expansion) and electricity, gas and water supply (3.4% expansion). These sectors were the least affected by the economic crisis of 2008/2009.

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The industrial sector, as determined by the Industrial Production Index prepared by FIEL (IPI-FIEL), experienced an 8.8% increase in 2010, making a strong recovery. Among the highest performing sectors of the economy was the automotive sector, with a 43.1% increase in 2010, and the iron and steel industry, with a 23.1% increase during the same period. These sectors experienced the highest levels of contraction during the economic crisis of 2008/2009. The industrial sector benefited from increased demand generated by the global recovery, in particular in Brazil, the largest buyer of the Argentine automotive sector, for example.

The unemployment rate for the fiscal year ended December 31, 2010 fell to 7.5% of the “economically active population” in Argentina, or the segment of the Argentine population that is employed, or unemployed and actively seeking employment, from 8.4% for fiscal year ended December 31, 2009, reflecting a moderate increase in the performance of the labor market.

In the monetary sector, the primary indicators experienced increases during the fiscal year ended December 31, 2010. The monetary base ended the fiscal year ended December 31, 2010 with an expansion of 31.6%, as compared to 15.7% for the fiscal year ended December 31, 2009. The Ps.38,100 million expansion experienced during the fiscal year ended December 31, 2010 was mainly attributable to the intervention of the Argentine Central Bank in the foreign exchange market in the amount of Ps.46,300 million, and was partially offset by the contraction of the availability of domestic credit in the amount of Ps.8,200 million. The expansion was also attributable in large part to the issuance by the Argentine Central Bank of various securities in the aggregate amount of Ps.20,300 million. Due to transactions carried out with the government, the monetary base expanded by Ps.19,500 million, mainly as a result of the transfer of the Argentine Central Bank’s 2009 profits to the Argentine Treasury Department.

This trend was also reflected in the performance of the private M2 (money in circulation and deposits in savings and checking accounts, in Pesos, that belong to the private sector), which grew by 33.1% in the fiscal year ended December 31, 2010, as compared to the fiscal year ended December 31, 2009, an increase of more than 3 percentage points above the target set by the monetary program, which was updated during the second half of 2010. As of December 31, 2010, the total M2 (i.e., a money supply indicator that is an aggregate of all publicly held money in circulation plus public and private sector savings and checking account deposits denominated in Pesos) experienced an expansion of 28.1%.

Interest rates remained relatively stable throughout 2010, although during the last months they have exhibited a slight upward trend, which could be explained by the strong growth in credit and the consequent reduction of liquidity in the financial system.

The reference exchange rate established by the Argentine Central Bank increased from Ps.3.797 to Ps.3.976 per Dollar between December 31, 2009 and December 31, 2010 (equivalent to a 4.7% depreciation), while the average exchange rate increased from Ps.3.731 per Dollar in 2009 to Ps.3.913 per Dollar in 2010.

Inflation for 2010 amounted to 10.9%, as measured by the CPI of the INDEC, higher than the 7.7% recorded in 2009. The WPI experienced a 14.6% increase.

According to private sector estimates, consumer prices increased 22.9% in 2010. Food and beverage prices experienced an increase that was 10 percentage points above a normal annual increase. Increases in beef prices contributed 4.5 percentage points to the overall 22.9% increase in consumer prices.

In the fiscal area, the recovery in activity levels and the upward trend in prices, coupled with the excellent performance of the external sector (mainly in volume, but prices did rebound by the end of the year), resulted in a 35.2% increase in tax revenue (including social security) for 2010. Growth in spending was 33.9% in 2010, reaching a growth rate of almost 40% by the end of the fiscal year. The Argentine public sector achieved a surplus of Ps.25,115 million in 2010, equivalent to 1.7% of GDP, in line with that observed in 2009. After the payment of interest of Ps.22,047 million, the financial surplus amounted to Ps.3,068 million, equivalent to 0.2% of GDP. See “Risk Factors-Risk Factors Relating to Argentina-Inflation could increase from current levels, and materially and adversely affect the Argentine economy and Grupo Financiero Galicia’s financial position and business”.

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The balance of payments on current accounts maintained a surplus as a result of the high excess in the country’s trade balance. However, in terms of GDP, Argentina would have experienced a significant decrease, from 3.6% in the fiscal year ended December 31, 2009, to 0.9% in the fiscal year ended December 31, 2010. The trade balance showed a US$12,057 million surplus in 2010, lower than the US$16,980 million of the previous year.

Exports showed a significant recovery, expanding 23% from the previous year, which was mainly attributable to the increase of 18% in export volumes. Commodities, which included increased demand for Argentina’s crops, displayed an increase of 63% (almost all by volume). Prices began to trend upwards towards year-end 2010, which indicates healthy economic growth for fiscal year 2011. The global recovery generally, and the recovery of Brazil’s economy specifically, impacted positively the performance of Argentina’s industrial goods, which expanded 28% in 2010. Imports in the fiscal year ended December 31, 2010 also grew by nearly 46% when compared to the fiscal year ended December 31, 2009.

Within a framework of a gradual improvement in the international economy, private sector capital experienced a net foreign currency outflow of US$844 million during the first nine months of 2010, sharply below the outflow of US$8,963 million during the same period in 2009. In fact, the third quarter of 2010 exhibited a net income of US$974 million and it is estimated that when these figures are released, the fourth quarter of 2010 will be in line with the third quarter. Thus, the fiscal year ended December 31, 2010 ended with an almost neutral capital outflow, following an outflow of more than US$8,000 million for the fiscal year ended December 31, 2009. As of December 31, 2010, the Argentine Central Bank’s international reserves amounted to US$52,190 million, US$4,222 million above the amount held as of December 31, 2009.

The Argentine Financial System

The situation described above with respect to the general Argentine economy had a positive impact on the Argentine financial system, resulting in an increase in the levels of private sector intermediation, while still far from the levels reached by Argentina prior to the 2001-2002 Argentine economic crisis and those reached by neighboring countries such as Chile and Brazil.

The financial system’s total deposits grew by 38.7% during the fiscal year ended December 31, 2010, reaching Ps.373,862 million; deposits from the non-financial private sector increased 29.7%, amounting to Ps.256,028 million; and public sector deposits were Ps.115,841 million, an increase of 67.9% over the fiscal year ended December 31, 2009. Total deposits from the private sector, as of December 31, 2010, were composed of savings and current account deposits in the amount of Ps.138,036 million and time deposits in the amount of Ps.107,401 million, which represented increases of 34.3% and 25.4%, respectively.

Total loans to the private sector grew by 37.8% from the fiscal year ended December 31, 2009 to the fiscal year ended December 31, 2010, reaching Ps.197,279 million. The fastest growing category was that of short-term commercial loans, consisting of cash advances in current accounts and promissory notes, which experienced an increase of 45.8%, and were Ps.61,780 million as of December 31, 2010. Consumer loans for the fiscal year ended December 31, 2010, which include credit cards and personal loans, were Ps.68,894 million, a 37.2% increase over the fiscal year ended December 31, 2009. Secured loans rose by 34.5%, with a balance as of December 31, 2010 of Ps.9,841 million, while mortgage loans were Ps.21,093 million for the fiscal year ended December 31, 2010, an increase of 13.3% over the fiscal year ended December 31, 2009. Loans to the public sector accounted for 12.2% of total assets, declining 2.3 percentage points during the fiscal year ended December 31, 2010, far from the 48.9% decrease in 2002.

The average interest rate paid by private banks in December 2010 (deposits for up to 59 days) was 10.29%, an increase of 58 b.p.’s from December 2009. The average interest rate applicable to time deposits in Pesos over Ps.1 million was 11.11% for the fiscal year ended December 31, 2010, an increase of 130 b.p. from the fiscal year ended December 31, 2009. As of December 31, 2010, the interest rates applicable to cash advances reached 19.23%, which represented a decrease of 205 b.p. from the fiscal year ended December 31, 2009, even though interest rates applicable to cash advances in amounts over Ps.10 million experienced a rise of 40 b.p. and were at 11.1% as of December 31, 2010.

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During the fiscal year ended December 31, 2010, financial institutions, such as Banco Galicia, increased their levels of liquidity relative to total deposits, further contributing to financial stability. The average liquidity ratio decreased from an average of 28.6% in December 2009 to 28% in December 2010.

The Argentine Central Bank placed debt securities, Lebac and Nobac, in the amount of Ps.26,598 million during the fiscal year ended December 31, 2010, which grew a combined 60.5% as compared to 2009, reaching Ps.70,578 million as of December 31, 2010. In addition to this growth, the private M2 exceeded by 3.2% the maximum limit established by the Argentine Central Banks’ monetary program, a tool that it uses to make projections relating to the performance of monetary policy instruments, reaching an average balance of Ps.220,534 million, equivalent to a growth of 33.1%. Purchases of foreign currency by the Argentine Central Bank in the foreign exchange market and loans by entities in the Argentine financial system to the private sector were major factors in the growth of the overall monetary supply in Argentina during the period, which monetary supply is measured by the Argentine Central Bank using the following indicators: M1, or publicly held money in circulation and public and private sector checking accounts in Pesos, M2 (described above) and M3, or publicly held money in circulation and total public and private sector deposits in Pesos.

The Argentine financial system’s net worth increased by Ps.9,247 million during the fiscal year ended December 31, 2010, which represents a 19.1% improvement from the fiscal year ended December 31, 2009. The system’s profitability in 2010 was equivalent to 2.8% of total assets, while return on shareholders’ equity was 24.3%, higher than the 19.2% recorded in 2009 and the 13.4% recorded in 2008. Income from interests and services represented 4.3% and 3.8% of total assets, respectively. The increase in the listed prices of government securities led to an improvement in income from holding such securities, representing 3.3% of total assets.

Administrative expenses increased slightly, from 6.7% of total assets in the fiscal year ended December 31, 2009 to 6.8% of total assets in the fiscal year ended December 31, 2010. Provisions for loan losses decreased from 1.1% of total assets in 2009 to 0.8% of total assets in 2010, reflecting an improvement in portfolio quality. In line with such performance, the non-accrual loan portfolio to the non-financial private sector decreased from 3.5% in December 2009 to 2.3% in November 2010, representing the latest data available. Within the context of conservative monetary policy, coverage of the private sector non-accrual loan portfolio (with allowances) continued to grow, reaching the record levels of 157.1% in December 2010, a 126.2% increase over December 2009.

As of December 31, 2010, 80 financial institutions were in operation, taking into account both banking and non-banking institutions. Of these 80, 64 were banks, 52 of which were private-sector banks (accounting for 52.8% of total deposits in the financial system). In turn, 32 were domestic banks, one of which was a cooperative bank (accounting for 28.8% of total deposits) and 20 were foreign-owned banks (which represented 23.99% of total deposits). There were 12 government-owned banks (which represented 46.9% of total deposits), and there were 16 non-banking financial institutions, with only a 0.3% share of total deposits.

The concentration of the financial system, measured by the deposit-market share of the ten leading banks, reached 76.96% as of December 31, 2010. This percentage was 0.86 percentage points higher than the market share recorded as of December 31, 2009.

Based on information as of December 2010, the financial system employed a total of 99,739 people, 62.2% of which were employed by the private sector, representing a 2.33% increase since the beginning of 2010.

The Argentine Insurance Industry

During 2010, the insurance industry continued to experience growth. Production amounted to Ps.41,202.9 million, 15.8% higher than the level recorded for 2009, at constant values. Out of the total insurance production, 81% related to property insurance, 17% related to life and personal insurance, and 2% related to retirement insurance. Within the 81% corresponding to property insurance, the automotive insurance segment continues to be the most significant one (45%), followed by the workers’ compensation segment (29%).

Within the life insurance business, the group life insurance segment is the most significant, representing 65%, followed by individual life insurance, representing 16%, and personal accident insurance, representing 13%.

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Inflation

Historically, inflation in Argentina has played a significant role in influencing, often negatively, the economic conditions in Argentina and, in turn, the operations and financial results of companies operating in Argentina, such as Grupo Financiero Galicia.

The chart below presents a comparison of inflation rates published by INDEC, measured by the wholesale price index and the consumer price index, for the fiscal years 2010, 2009 and 2008. In addition, the chart below presents the evolution of the CER index, published by the Argentine Central Bank, used to adjust the principal of certain of our assets and liabilities, for the periods indicated.

	For the 12-month period ended December 31,
(in percentages)	2010		2009		2008
Price Indices (1) (2)
Wholesale Price Index (“WPI”)		14.56		10.27		8.82
Consumer Price Index (“CPI”)		10.92		7.69		7.24
Adjustment Indices
CER		11.04		6.95		7.97

(1)	Data for December of each year as compared to December of the immediately preceding year. Source: INDEC/the Argentine Central Bank.
(2)	The accuracy of the measurements of the INDEC is in doubt, and the actual consumer price index and wholesale price index could be substantially higher than those indicated by the INDEC. For example, according to private sector estimates, the consumer price index increased by 19.4% (rather than 7.2%) in 2008, 16.3% (rather than 7.7%) in 2009 and 22.9% (rather than 10.9%) in 2010.

In the first five months of 2011, the WPI increased 5.02% and the CPI increased 3.94%. Over the same period, the CER increased 4.03%.

Currency Composition of Our Balance Sheet

The following table sets forth our assets and liabilities denominated in foreign currency, in Pesos and adjustable by the CER, at the dates indicated.

	As of December 31,
	2010		2009		2008
	(In millions of Pesos)
Assets
In Pesos, Unadjusted		28,319.4		19,791.0		15,165.1
In Pesos, Adjusted by the CER		610.8		926.3		2,439.2
In Foreign Currency (1)		6,777.9		6,885.1		7,131.5
Total Assets		35,708.1		27,602.4		24,735.8
Liabilities and Shareholders’ Equity
In Pesos, Unadjusted, Including Shareholders’ Equity		28,059.5		20,513.1		17,262.1
In Pesos, Adjusted by the CER		13.6		14.9		50.3
In Foreign Currency (1)		7,635.0		7,074.3		7,423.4
Total Liabilities and Shareholders’ Equity		35,708.1		27,602.3		24,735.8

(1) If adjusted to reflect forward sales and purchases of foreign exchange made by Banco Galicia and recorded off-balance sheet, assets amounted to Ps.10,186.3 million and liabilities to Ps.10,210.2 million.

Funding of our long position in CER-adjusted assets through Peso-denominated liabilities bearing a market interest rate (and no principal adjustment linked to inflation) exposes us to differential fluctuations in the inflation rate and in market interest rates, with a significant increase in market interest rates vis-à-vis the inflation rate (which is reflected in the CER variation) having a negative impact on our net financial income.

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Results of Operations for the Fiscal Years Ended December 31, 2010, December 31, 2009 and December 31, 2008

We discuss below our results of operations for the fiscal year ended December 31, 2010 as compared with our results of operations for the fiscal year ended December 31, 2009, and our results of operations for the fiscal year ended December 31, 2009 as compared with our results of operations for the fiscal year ended December 31, 2008.

Net Income/Loss

	Fiscal Year Ended									Change
	December 31,									December 31,
	2010			2009			2008			2010/2009			2009/2008
	(in millions of Pesos, except percentages)
Consolidated Income Statement
Financial Income		3,616.1			3,005.6			2,559.3			610.5			446.3
Financial Expenses		1,412.7			1,460.5			1,421.0			(47.8	)		39.5
Net financial Income		2,203.4			1,545.1			1,138.3			658.3			406.8
Provision for Losses on Loans and Other Receivables		551.5			639.5			395.4			(88.0	)		244.1
Net income from Services		1,781.9			1,310.9			1,187.9			471.0			123.0
Administrative Expenses		2,845.3			2,029.1			1,781.1			816.2			248.0
Minority Interest		(104.3	)		(46.5	)		(35.8	)		(57.8	)		(10.7	)
Income / (Loss) from Equity Investments		62.1			11.3			56.8			50.8			(45.5	)
Miscellaneous Income / (Loss), Net		120.8			233.1			80.1			(112.3	)		153.0
Income Tax		(258.2	)		(156.0	)		(74.0	)		(102.2	)		(82.0	)
Net income / (Loss)		408.9			229.3			176.8			179.6			52.5
Return on Average Assets (1)		1.8			1.1			0.9			0.6			0.2
Return on Average Shareholders’ Equity		18.6			11.7			10.1			6.9			1.6

(1) For the calculation of the return on average assets, profits or losses corresponding to minority interests are excluded from net income.

Net income for the fiscal year ended December 31, 2010 was Ps.408.9 million, as compared to Ps.229.3 million for the fiscal year ended December 31, 2009 and Ps.176.8 million for the fiscal year ended December 31, 2008.

Net earnings per share for the fiscal year ended December 31, 2010 were Ps.0.329, as compared to Ps.0.185 for the fiscal year ended December 31, 2009. The return on average assets and the return on average shareholders’ equity for the fiscal year ended December 31, 2010 were 1.8% and 18.6%, respectively, as compared to 1.1% and 11.7%, respectively, for the fiscal year ended December 31, 2009. For the fiscal year ended December 31, 2008, net income per share was Ps.0.142, the return on average assets was 0.9% and the return on average shareholders’ equity was 10.1%.

Fiscal Year 2010 Compared to Fiscal Year 2009

Net income for the fiscal year ended December 31, 2010 was Ps.408.9 million, as compared to Ps.229.3 million for the fiscal year ended December 31, 2009, a Ps.179.6 million increase, or 78.3%. Such increase was primarily attributable to:

• a Ps.610.5 million increase in financial income, from Ps.3,005.6 million to Ps.3,616.1 million,

• a Ps.471.0 million increase in net income from services, from Ps.1,310.9 million to Ps.1,781.9 million,

• a Ps.88.0 million decrease in provisions for loan losses, from Ps.639.5 million to Ps.551.5 million,

• a Ps.47.8 million decrease in financial expenses, from Ps.1,460.5 million to Ps.1,412.7 million,

• an increase of Ps.50.8 million in income from equity investments, from Ps.11.3 million to Ps.62.1 million.

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Such changes were partially offset by:

• a Ps.816.2 million increase in administrative expenses, from Ps.2,029.1 million to Ps.2,845.3 million,

• a Ps.112.3 million decrease in miscellaneous net loss, from Ps.233.1 million to Ps.120.8 million, and

• an increase in income tax of Ps.102.2 million, from Ps.156.0 million to Ps.258.2 million.

The operating income for the fiscal year ended December 31, 2010 was Ps.3,985.3 million, as compared to Ps.2,856.0 million for the fiscal year ended December 31, 2009. Such increase was primarily attributable both to a Ps.658.3 million higher net financial income (Ps.282.2 million of which corresponded to CFA) and a Ps.471.0 million higher net income from services (Ps.14.7 million of which corresponded to CFA).

Fiscal Year 2009 Compared to Fiscal Year 2008

During fiscal year 2009, net income amounted to Ps.229.3 million, a Ps.52.5 million increase compared to the previous fiscal year. This increase was mainly attributable to:

• a Ps.446.3 million increase in financial income, from Ps.2,559.3 million to Ps.3,005.6 million,

• a Ps.153.0 million increase in miscellaneous net income, from Ps.80.1 million to Ps.233.1 million, and

• a Ps.123.0 million increase in net income from services, from Ps.1,187.9 million to Ps.1,310.9 million.

These factors were partially offset by:

• a Ps.244.1 million increase in provisions for loan losses from Ps.395.4 million to Ps.639.5 million,

• a Ps.248.0 million increase in administrative expenses, from Ps.1,781.1 million to Ps.2,029.1 million,

• an increase in income tax of Ps.82.0 million, from Ps.74.0 million to Ps.156.0 million, and

• a decrease of Ps.45.5 million in income from equity investments, from Ps.56.8 million to Ps.11.3 million.

Financial Income

Our financial income was composed of the following:

	Fiscal Year Ended
	December 31,
	2010		2009		2008
	(in millions of Pesos)
Income on Loans and Other Receivables Resulting from Financial Brokerage and Premiums Earned on Reverse Repurchases		3,061.3		2,207.7		1,930.3
Income from Government and Corporate Securities, Net		409.2		559.1		238.1
CER Adjustment		5.3		24.4		123.9
Other (1)		140.3		214.4		267.0
Total		3,616.1		3,005.6		2,559.3

(1) Reflects income from financial leases, net, and differences in the quotation of gold and foreign currency as well as premiums on forward sales of foreign exchange.

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The following table shows our yields on interest-earning assets and cost of funds:

	As of December 31,
	2010				2009				2008
	Average				Average				Average
	Balance		Rate		Balance		Rate		Balance		Rate
	(in millions of Pesos, except rates)
Interest-Earning Assets		21,983.3		16.35		18,378.0		15.71		19,892.5		12.14
Government Securities		3,344.1		11.56		4,686.5		11.84		3,642.2		4.08
Loans		16,800.8		18.56		11,463.6		19.34		12,077.3		17.01
Other		1,838.4		4.85		2,227.9		5.17		4,173.0		5.09
Interest-Bearing Liabilities		16,662.5		6.56		15,923.4		7.63		15,694.5		8.14
Current Accounts		508.1		1.08		1,287.3		1.00		948.1		2.28
Savings Accounts		4,016.2		0.19		3,014.5		0.19		2,587.7		0.18
Time Deposits (1)		8,554.3		8.81		7,391.9		11.67		6,769.4		11.34
Argentine Central Bank		0.7		—		0.6		—		0.4		—
Debt Securities		2,276.1		10.04		2,729.9		8.22		2,799.8		10.00
Other Interest-bearing Liabilities		1,307.1		7.50		1,499.2		7.34		2,589.1		7.86
Spread and Net Yield
Interest Spread, Nominal Basis (2)				9.79				8.08				4.00
Net Yield on Interest-earning Assets (3)				11.38				9.10				5.72
Financial Margin (4)				10.02				8.41				5.72

(1)	Includes restructured deposits certificates and restructured deposits with amparo claims.
(2)	Reflects the difference between the average nominal interest rate on interest-earning assets and the average nominal interest rate on interest-bearing liabilities. Interest rates include the CER adjustment.
(3)	Net interest earned divided by average interest-earning assets. Interest rates include the CER adjustment.
(4)	Represents net financial income, divided by average interest-earning assets.

Fiscal Year 2010 Compared to Fiscal Year 2009

Financial income for the fiscal year ended December 31, 2010 was Ps.3,616.1 million, as compared to Ps.3,005.6 million for the fiscal year ended December 31, 2009, a 20.3% increase. Such increase was the result of a higher average volume of interest-earning assets together with higher average yield.

The average yield on interest-earning assets for the fiscal year ended December 31, 2010 was 16.35%, as compared to 15.71% for the fiscal year ended December 31, 2009, a 64 b.p. increase. Such increase was primarily attributable to a change in the mix of interest earning assets, for example, loan participations grew from 62.4% to 76.4% of total interest-earning assets, while the remaining individual components of “Interest-Earning Assets” (“Government Securities” and “Other Interest-Earning Assets”) experienced decreases. See the table “Yield on Interest-Earning Assets and Cost of Funds” above.

The average interest-earning assets for the fiscal year ended December 31, 2010 was Ps.21,983.3 million, as compared to Ps.18,378.0 million for the fiscal year ended December 31, 2009, a 19.6% increase, which was primarily attributable to the 46.6% growth in the average loan portfolio. Such increase was partially offset by the 28.6% decrease in the average balance of the net position in government securities.

The average loan portfolio balance for the fiscal year ended December 31, 2010 was Ps.16,800.8 million, as compared to Ps.11,463.6 million for the fiscal year ended December 31, 2009, a 46.6% increase, which was primarily attributable to the growth of both loans to individuals and to companies. Excluding CFA’s average loans of Ps.640.4 million, such increase was 41.0%. Taking into account fiscal year end balances of loans to the private sector, such increase was 56.9% or Ps.8,110.1 million. Excluding the CFA portion of loans, such increase was 47.2%. These increases are net of charge-offs against allowances for loan losses during the fiscal year ended December 31, 2010.

The estimated market share of loans to the private sector, without considering those granted by the regional credit card companies and by CFA, was 8.28% as of December 31, 2010, as compared to 7.67% as of December 31, 2009, a 61 b.p. increase. Including loans granted by CFA, such market share reached 8.95% as of December 31, 2010.

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The average balance of loans to the public sector for the fiscal year ended December 31, 2010 was Ps.0.4 million, as compared to Ps.120.0 million for the fiscal year ended December 31, 2009, a Ps.119.6 million decrease, which was mainly attributable to the exchange transaction of préstamos garantizados nacionales, or secured loans (“PGN”), for Argentine government securities carried out in January 2009. Loans to the private sector for the fiscal year ended December 31, 2010 were Ps.16,800.4 million, as compared to Ps.11,343.6 million for the fiscal year ended December 31, 2009, a Ps.5,456.8 million or 48.1% increase, in line with the increase experienced by the Argentine market in general. Taking into account fiscal year end balances of loans to the private sector, such increase amounted to Ps.8,110.1 million, a 56.9% increase. These increases are net of charge-offs against allowances for loan losses for the fiscal year ended December 31, 2010.

The average interest rate on total loans, including the CER adjustment, was 18.56% for the fiscal year ended December 31, 2010, as compared to 19.34% for the fiscal year ended December 31, 2009, a decrease of 78 b.p. Such decrease was mainly attributable to the factors discussed below. The portfolio of loans to the private sector accrued at an 18.56% average interest rate and the public-sector loan portfolio accrued at a 0.20% average interest rate, including the CER adjustment, for the fiscal year ended December 31, 2010, as compared to 19.31% and 22.50%, respectively, for the fiscal year ended December 31, 2009. Such decreases were mainly attributable to the factors discussed below.

The average interest rate for the fiscal year ended December 31, 2010 on Peso-denominated loans to the private sector was 21.16%, as compared to 21.73% for the fiscal year ended December 31, 2009, a 57 b.p. decrease. The average interest rate on foreign currency denominated loans to the private sector for the fiscal year ended December 31, 2010 was 4.45%, as compared to 7.34% for the fiscal year ended December 31, 2009, a 289 b.p. decrease. Such decreases were mainly attributable to changes in the mix of loans and the fluctuation of interest rates in Argentina.

The average position in government securities for the fiscal year ended December 31, 2010 was Ps.3,344.1 million, as compared to Ps.4,686.5 million for the fiscal year ended December 31, 2009, a 28.6% decrease, which was mainly attributable to the sale of Boden 2012 Bonds and Discount Bonds.

The average yield on government securities for the fiscal year ended December 31, 2010 was 11.56%, as compared to 11.84% for the fiscal year ended December 31, 2009, a 28 b.p. decrease, which was mainly attributable to changes in the bond portfolio.

The average interest rate on government securities denominated in Dollars for the fiscal year ended December 31, 2010 was -31.56%, as compared to 2.29% in the fiscal year ended December 31, 2009, a decrease of 3,385 b.p. In 2010, the negative rate was the consequence of valuation allowances made during the year that allowed Banco Galicia to sell all of its Boden 2012 Bonds.

The average “Other Interest-Earning Assets” for the fiscal year ended December 31, 2010 were Ps.1,838.4 million, as compared to Ps.2,227.9 million for the fiscal year ended December 31, 2009, a decrease of Ps.389.5 million or 17.5%. Such decrease was primarily attributable to a reduction in the holding of certain residual interests in financial trusts in connection with securitizations.

The average rate of “Other Interest-Earning Assets” for the fiscal year ended December 31, 2010 was 4.85%, as compared to 5.17% for the fiscal year ended December 31, 2009, a 32 b.p. decrease. Such decrease was attributable to the concentration of transactions in Pesos rather than other currencies, since the average rate of other interest-earning assets in Pesos decreased by 104 b.p., from 6.47% to 5.43%, while the average rate in foreign currency increased 68 b.p., from 0.78% to 1.46%.

The financial income for the fiscal year ended December 31, 2010 included a Ps.27.7 million profit from fluctuations in foreign currency exchange rates, including the result of forward transactions in foreign currency. This financial income also includes a Ps.138.4 million gain from foreign exchange brokerage activities and a Ps.110.7 million loss from the valuation of the net position in foreign currency. The financial income for the fiscal year ended December 31, 2009 included a Ps.85.1 million profit from fluctuations in foreign currency exchange rates, including the result of forward transactions in foreign currency, a Ps.127.1 million gain from foreign exchange brokerage activities and a Ps.42.0 million loss from the valuation of the net position in foreign currency.

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The following table shows our market shares:

	Fiscal Year Ended
	December 31,
(in percentages)	2010		2009		2008
Total Deposits		5.94		6.29		5.93
Private-Sector Deposits
Total		8.33		7.81		7.61
Deposits in Current and Savings Accounts and Non-Restructured Time Deposits		8.59		8.07		7.87
Total Loans		7.95		6.91		6.16
Private-Sector Loans		8.95		7.67		6.12

Exclusively Banco Galicia. within the Argentine market, based on daily information on deposits and loans prepared by the Argentine Central Bank. Beginning in June 30, 2010, these figures include deposits and loans corresponding to CFA. End-of-month balances are used. Deposits and loans include only principal. The Regional Credit Card Companies’ data is not included.

Fiscal Year 2009 Compared to Fiscal Year 2008

Financial income for the fiscal year 2009 amounted to Ps.3,005.6 million, a 17.4% increase compared to the Ps.2,559.3 million recorded in fiscal year 2008. This increase in financial income was the result of a higher average yield on interest-earning assets, partially offset by lower average volume.

The average yield on interest-earning assets was 15.71%, a 357 b.p. increase, which can be explained by increases of 776 b.p. and 233 b.p. in the average lending interest rate on government securities and on loans, respectively.

Average interest-earning assets decreased 7.6%, from Ps.19,892.5 million to Ps.18,378.0 million. This was a result of the 46.6% drop in the average balance of other interest-earning assets, and 5.1% in the average balance of total loan portfolio. This effect was partially offset by a 28.7% increase in the average balance of the net position in government securities.

The average loan balance amounted to Ps.11,463.6 million, 5.1% lower than the Ps.12,077.3 million in fiscal year 2008. This decrease was mainly due to the fact that in January 2009 Banco Galicia made a swap at market prices of Secured Loans for other public sector assets (Nobac 2010, Bogar 2018 Bonds, Boden 2014 Bonds and Discount Bonds 2033). These assets, in the table Yield on Interest-Earning Assets and Cost of Funds, shown above, are presented in the line of “Government Securities” and caused a decrease in the “Loans” line. As a consequence of the foregoing, the average balance of loans to public sector decreased by Ps.1,144.8 million (90.5%). As regards to the private sector loans, an average increase of Ps.531.1 million (4.9%) was recorded.

The average interest rate on total loans, including the CER adjustment, was 19.34% in fiscal year 2009, compared to 17.01% in fiscal year 2008. The portfolio of loans to the private sector accrued a 19.31% average interest rate and the public-sector loan portfolio accrued a 22.50% average interest rate, including the CER adjustment.

The estimated market share of Banco Galicia, on an individual basis, in the Argentine financial system’s total loans to the private sector was 7.67% at the end of December 2009, whereas such market share was 6.12% as of December 31, 2008.

The average interest rate on Peso-denominated loans to the private sector increased by 188 b.p., from 19.85% in fiscal year 2008 to 21.73% in fiscal year 2009. This increase reflected the increase experienced in the Argentine market in general. The average interest rate on foreign-currency denominated loans to the private sector increased by 59 b.p., from 6.75% in fiscal year 2008 to 7.34% in fiscal year 2009.

The average position in government securities amounted to Ps.4,686.5 million, an increase of Ps1,044.3 million (28.7%), compared to Ps.3,642.2 million in fiscal year 2008. This variation is mainly due to the increase of Ps.1,339.3 million in the average balance of the position in government securities in Pesos, as a result of the government securities received as part of the Secured Loans exchange transaction carried out by the end of January 2009. This increase was partially offset by the decrease of Ps.295.0 million in the average balance of government securities in Dollars due, mainly, to the sale in June 2009 of the 15^th interest and amortization coupon of Boden 2012 Bonds due in August 2009. This decrease was partially offset by the increase in the price of the Dollar during the year 2009 (December 2008: Ps.3.45 — December 2009: Ps.3.80).

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The average yield on government securities increased by 776 b.p., from 4.08% in fiscal year 2008 to 11.84% in fiscal year 2009. This variation is composed of a 1,397 b.p. increase in the average interest rate on government securities in Pesos, partially offset by a 79 b.p. decrease in the average interest rate on government securities in Dollars.

As a result of the Secured Loans exchange transaction mentioned above, the new portfolio of government securities received was assessed as a special investment, pursuant to the guidelines of the Argentine Central Bank. Consequently, these holdings are stated at their equity value, exponentially increased in terms of the IRR, and adjusted by the CER, if applicable. When the market value of each item is lower than its book value, the monthly accrual of the IRR and the CER is offset, on a cumulative basis, against an asset regularization account, until the book value equals the market value. Such asset regularization account is reversed and charged to income as long as the balance thereof exceeds the positive difference between the market value and the book value. Moreover, during fiscal year 2009, a portion of such portfolio of government securities was sold, generating an income. Both effects mainly justify the rise in the average rate of the government security portfolio in Pesos. On the other hand, the nominal rate for 2009 and 2008 is influenced by the fact that in the item “Government Securities” are included Discount Bonds in Pesos and GDP-Linked Negotiable Securities, which accounting is governed by Communiqué “A” 4270 issued by the Argentine Central Bank.

The decrease in the average interest rate on government securities in US Dollars was mainly due to the decrease of the Libo rate accrued by Boden 2012 Bonds. Apart from that, the average interest rate for fiscal year was influenced by the sale of the 15^th interest and amortization coupon of Boden 2012 Bonds.

The average balance of the “Other Interest-Earning Assets” section amounted to Ps.2,227.9 million, a Ps.1,945.1 million decrease as compared to the average recorded in fiscal year 2008. This was mainly due to the fact the Argentine Central Bank eliminated the rate on funds deposited with said entity corresponding to the minimum cash requirement on term liabilities.

The average rate of the “Other Interest-Earning Assets” section increased by 8 p.b. as of December 31, 2009 in comparison to December 31, 2008, from 5.09% in 2008 to 5.17% in 2009, resulting from the variation of the Peso in respect to the transactions in Pesos and in foreign currency, since the average rate of the other interest-earning assets in Pesos was 6.77% in 2008 to 6.47% in 2009, with a decrease of 30 p.b., while the average rate of the foreign currency decreased from 1.20% in 2008 to 0.78% in 2009, a decrease of 42 p.b.

Financial income for fiscal year 2009 includes a Ps.103.5 million profit from foreign-exchange quotation differences, which includes income from foreign exchange forward transactions. The above-mentioned profit includes a Ps.127.1 million gain from foreign exchange brokerage activities and a Ps.23.6 million loss from the valuation of the net position in foreign currency. Financial income for fiscal year 2008 includes Ps.173.3 million profit from foreign-exchange quotation differences, which includes a Ps.163.7 million profit from foreign-exchange brokerage activities and a Ps.9.6 million profit from foreign currency net position valuation.

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Financial Expenses

Our financial expenses were composed of the following:

	Fiscal Year Ended
	December 31,
	2010		2009		2008
	(in millions of Pesos)
Interest on Deposits		765.5		877.9		786.1
Negotiable Obligations		230.8		284.5		288.8
Contributions and Taxes		268.6		161.7		135.9
CER Adjustment		0.1		0.3		9.2
Other (1)		147.6		136.1		201.0
Total		1,412.6		1,460.5		1,421.0

(1) Includes accrued interest on liabilities resulting from financial brokerage with banks and international entities and premiums payable on repurchases.

Fiscal Year 2010 Compared to Fiscal Year 2009

The financial expenses for the fiscal year ended December 31, 2010 were Ps.1,412.6 million, as compared to Ps.1,460.5 million for the fiscal year ended December 31, 2009, a 3.3% decrease. Such decrease was mainly attributable to a 107 b.p. decrease in the average cost of funds, partially offset by a 4.6% increase in the average balance of interest-bearing liabilities.

The average interest-bearing liabilities for the fiscal year ended December 31, 2010 were Ps.16,662.5 million, as compared to Ps.15,923.4 million for the fiscal year ended December 31, 2009, a 4.6% increase. Such increase was attributable to the Ps.1,384.9 million increase in total interest-bearing deposits, which rose from Ps.11,693.7 million to Ps.13,078.6 million, partially offset by a Ps.453.8 million decrease in the average balance of debt securities from Ps.2.729,9 million to Ps.2.276.1 million and a decrease in “Other Interest-Bearing Liabilities” from Ps.1,499.2 million to Ps.1,307.1 million.

The increase in the average balance of interest-bearing deposits was mainly attributable to the increase of the deposits in Argentina in savings accounts and time deposits. The decrease in the average balance of interest-bearing checking accounts was due to the elimination of such accounts by the Argentine Central Bank. Taking into consideration the final balances of total deposits in Argentina, such increases totaled Ps.5,214.3 million or 30.5% for the fiscal year ended December 31, 2010 as compared to an increase of Ps.3,074.5 million for the fiscal year ended December 31, 2009.

Average savings and checking account deposits increased 31.1% for the fiscal year ended December 31, 2010, as compared to 14.7% for the fiscal year ended December 31, 2009, while time deposits increased 15.7% and 9.2% during such time periods, respectively, which allowed for an improvement in the structure of interest-bearing deposits. Excluding those from CFA, said deposits amounted to Ps.21,975.9 million, as compared to Ps.17,083.3 million for the fiscal year ended December 31, 2009, a 28.6% increase.

Regarding the total average interest-bearing deposits for the fiscal year ended December 31, 2010, Ps.2,949.2 million were Dollar-denominated deposits and Ps.10,129.4 million were Peso-denominated deposits, as compared to Ps.2,841.4 million and Ps.8,852.3 million, respectively, for the fiscal year ended December 31, 2009.

Considering only deposits from the private sector in checking and savings accounts and time deposits, Banco Galicia’s estimated deposit market share in the Argentine financial system was 8.44% for the fiscal year ended December 31, 2010, as compared to 8.07% for the fiscal year ended December 31, 2009, a 37 b.p. increase. Including CFA’s deposits, the market share reached 8.59% as of December 31, 2010.

The average rate on interest-bearing deposits for the fiscal year ended December 31, 2010 was 5.86%, as compared to 7.53% for the fiscal year ended December 31, 2009, a 168 b.p. decrease. Peso-denominated deposits (including those adjusted by CER) for the fiscal year ended December 31, 2010 accrued at a 7.45% average interest rate, as compared to 9.74% for the fiscal year ended December 31, 2009, a 229 b.p. decrease. This decrease was experienced by the Argentine market as a whole in 2010. The rate of Dollar-denominated deposits for the fiscal year ended December 31, 2010 was 0.40%, as compared to 0.67% for the fiscal year ended December 31, 2009, a 27 b.p. decrease. This decrease was mainly attributable to the fluctuations in international interest rates.

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The average balance of debt securities for the fiscal year ended December 31, 2010 was Ps.2,276.1 million, as compared to Ps.2,729.9 million for the fiscal year ended December 31, 2009, a 16.6% decrease. This decrease was mainly attributable to a net reduction in the year end balance of Banco Galicia’s outstanding negotiable obligations. Such reduction resulted from amortizations and the redemption of negotiable obligations due 2014 for an outstanding principal amount of US$102.3 million and the capitalization of the subordinated negotiable obligations due 2019 owned by Grupo. Such reduction was partially offset by the increase in the Dollar exchange rate from December 31, 2009 to December 31, 2010.

The average rate for debt securities for the fiscal year ended December 31, 2010 was 10.04%, as compared to 8.22% for the fiscal year ended December 31, 2009, a 182 b.p. increase. Such increase was mainly attributable to changes in the bond portfolio, which are set forth in detail below.

The average interest rate for the fiscal year ended December 31, 2009 was favorably affected by a Ps.68.6 million profit derived from the repurchase of Banco Galicia’s negotiable obligations due 2014 for a face value of US$82.4 million. Had we not repurchased such negotiable obligations, the average interest rate for debt securities would have increased to 10.73%.

The average balance of “Other Interest-Bearing Liabilities” for the fiscal year ended December 31, 2010 was Ps.1,307.1 million, with an average rate of 7.50%, as compared to Ps.1,499.2 million for the fiscal year ended December 31, 2009, with an average rate of 7.34%, a 12.8% decrease in average balance and a 16 b.p. increase in average rate, respectively. This item includes mainly Dollar-denominated debt with international banks and credit entities, and Dollar-denominated obligations in connection with repurchase agreement transactions of government securities. The Ps.192.1 million decrease in the average balance was mainly attributable to the lower average balance of repurchase agreement transactions.

The average rate increase was related to transactions in Pesos, since the average rate increased 65 b.p., from 14.27% for the fiscal year ended December 31, 2009 to 14.92% for the fiscal year ended December 31, 2010, while the average rate in Dollars decreased 168 b.p., from 4.83% for the fiscal year ended December 31, 2009 to 3.15% for the fiscal year ended December 31, 2010.

Fiscal Year 2009 Compared to Fiscal Year 2008

Financial expenses for fiscal year 2009 amounted to Ps.1,460.5 million, representing a 2.8% increase from the Ps.1,421.0 million for fiscal year 2008.

This variation stemmed from a 51 b.p. decrease in the average cost of funds, partially mitigated by a 1.5% increase in the average balance of interest-bearing liabilities.

Average interest-bearing liabilities amounted to Ps.15,923.4 million, compared to Ps.15,694.5 million in fiscal year 2008. This variation was due to the Ps.1,388.5 million increase in total interest-bearing deposits, which rose from Ps.10,305.2 million to Ps.11,693.7 million, partially offset by a Ps.1,089.9 million decrease in the “Other Interest-Bearing Liabilities” (from Ps.2,589.1 million to Ps.1,499.2 million), and Ps.69.9 million average balance of debt securities, (from Ps.2,799.8 million to Ps.2,729.9 million).

The increase in the average balance of interest-bearing deposits was mainly the result of the increase in Banco Galicia’s deposits in Argentina, in current accounts, savings accounts and time deposits. Taking into consideration the final balances of Banco Galicia’s total deposits in Argentina, such increase totaled Ps.3,074.5 million for fiscal year, equivalent to a 21.9% increase from the previous fiscal year-end total. Average transactional deposits increased 21.7%, while time deposits grew 9.2%, which allowed for an improvement of interest-bearing deposits.

Of the total average interest-bearing deposits, Ps.2,841.4 million were Dollar-denominated deposits and Ps.8,852.3 million were Peso-denominated, compared to Ps.1,960.6 million and Ps.8,344.6 million, respectively, in fiscal year 2008.

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Considering only private-sector deposits in current and savings accounts and time deposits, raised by Banco Galicia only in Argentina, the estimated deposit market share of Banco Galicia in the Argentine financial system rose from 7.87% as of December 31, 2008 to 8.07% as of December 31, 2009.

The average rate on interest-bearing deposits was 7.53%, 17 b.p. lower than the 7.70% average rate recorded in fiscal year 2008. Peso-denominated deposits (including those adjusted by CER) accrued an average rate of 9.74%, higher by 44 b.p. than the average interest rate of 9.30% in fiscal year 2008. This increase was experienced by the Argentine market as a whole in 2009. Likewise, the cost of Dollar-denominated deposits was 0.67%, lower by 24 b.p. than the average interest rate of 0.91% recorded in fiscal year 2008.

The average balance of debt securities amounted to Ps.2,729.9 million, Ps.69.9 million lower than the Ps.2,799.8 million in fiscal year 2008. This decrease is mainly related to a US$131.9 million net decrease (taking into consideration the capitalization of interests on Subordinated Notes Due 2019) in the final balance of Banco Galicia’s foreign debt recorded as notes, due to amortizations, redemptions and advance cancellations. It should be mentioned that Grupo Financiero Galicia was authorized by the CNV to create the program for the issuance of notes for a nominal value of US$60 million (or its equivalent in other currencies). The offer of notes for a nominal value of US$45 million, whose subscription period ended on June 2, 2009, was totally subscribed. This issuance partially mitigated the reductions made by Banco Galicia. Also, this variation was partially offset by an increase in the price of the Dollar between December 31, 2008 and the same date in 2009.

The average cost of debt securities was 8.22% in fiscal year 2009, while it was 10.00% in fiscal year 2008. The average rate for fiscal year 2009 was mainly influenced by the Ps.68.6 million gain resulting from the repurchase and advance cancellation of part of Banco Galicia’s foreign debt (Notes Due 2014 for a nominal value of US$82.4 million). Otherwise, the average rate of the debt securities would have increased to 10.73%. The rate was also influenced by the issuance of notes mentioned in the above paragraph, as the series I were issued at a price of 92.68% and for a nominal amount of US$34.4 million, which amounted to an annual cost of 8% and, as the series II were issued at a price of 103.48%, equal to an annual cost of 10.5% and for a nominal amount of US$10.6 million.

The average balance of the “Other Interest-Bearing Liabilities” caption was Ps.1,499.2 million, with an average rate of 7.34% while, for fiscal year 2008, the average balance amounted to Ps.2,589.1 million and the average rate was 7.86%. This item records, mainly, Dollar-denominated debt with international banks and credit agencies and Dollar-denominated obligations in connection with repurchase agreement transactions of Government securities. The decrease of Ps.1,089.9 million in the average balance is mainly due to the decrease in the average of repurchase agreement transactions and the repayment in advance on January 6, 2009, by Grupo Financiero Galicia of foreign financial loans for US$62 million, through a single final payment of US$39.1 million.

The decrease in the average rate is due to Dollar and Peso operations, as the Dollar rate was 6.20% in 2008 and 4.83% in 2009, a decrease of 137 b.p., and the average rate in Pesos decreased 16 b.p., from 14.43% in 2008 to 14.27% in 2009.

Net Financial Income

Fiscal Year 2010 compared to Fiscal Year 2009

Net financial income for the fiscal year ended December 31, 2010 was Ps.2,203.4 million (including Ps.282.2 million from CFA), with a corresponding financial margin of 10.02%, as compared to Ps.1,545.1 million for the fiscal year ended December 31, 2009, with a corresponding financial margin of 8.41%, a Ps.658.3 million increase and a 161 b.p. increase, respectively. Including financial income from security margins of repurchase agreement transactions, net financial income amounted to Ps.2,219.3 million and Ps.1,564.0 million, respectively, before the adjustment to the valuation of public sector assets (a Ps.4.1 million gain in the fiscal year ended December 31, 2009).

The increase in net financial income for the fiscal year ended December 31, 2010 was mainly attributable to a significant increase in the volume of activity with the private sector, a higher average spread and the increase recorded in non interest-bearing liabilities, together with the incorporation of net financial income from CFA.

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Fiscal Year 2009 compared to Fiscal Year 2008

Net financial income for fiscal year 2009 amounted to Ps.1,545.1 million, and the financial margin was 8.41%. In fiscal year 2008, the corresponding amounts were Ps.1,138.3 million and 5.72%, respectively.

Excluding the income from the valuation adjustment of public-sector assets (Ps.4.1 million profit), and including the financial income related to margin requirements of repurchase agreement transactions (Ps.23.0 million profit), net financial income amounted to Ps.1,564.0 million and the corresponding adjusted financial margin was 8.51%. During fiscal year 2008, net financial income, calculated the same way, amounted to Ps.1,163.3 million, and the corresponding adjusted financial margin was 5.85%.

Net financial income for fiscal year 2009 was mainly due to the profit from the Peso-denominated matched portfolio, offset by the loss recorded by the matched portfolio in foreign currency.

The improvement in the adjusted net financial margin is mainly attributable to: (i) a decrease in the average cost of liabilities resulting from the change in their structure as a consequence of the change in the composition of deposits, with an increase in transactional deposits, and the reduction of foreign debt; (ii) an increase in income from intermediation with the private sector, with an increase in the volume of average loans and an increase in the average interest rate on such loans; and (iii) an increase in income related to the government securities portfolio.

Provision for Losses on Loans and Other Receivables

Fiscal Year 2010 compared to Fiscal Year 2009

Provisions for losses on loans and other receivables for the fiscal year ended December 31, 2010 were Ps.551.5 million, as compared to Ps.639.5 million for the fiscal year ended December 31, 2009, a Ps.88.0 million decrease. Such decrease was mainly attributable to the improvement in the credit quality of the loan portfolio due to favorable economic conditions. This figure included Ps.44.8 million corresponding to CFA.

Provisions for losses on loans and other receivables amounted to Ps.639.5 million in fiscal year 2009, Ps.244.1 million higher than the Ps.395.4 million for fiscal year 2008. A significant part of this increase was due to the seasoning of the individuals’ loan portfolio and to the possible occurrence of certain cases of default in the commercial loan portfolio, as a consequence of the worsening of certain macroeconomic variables, mainly during the first semester of 2009.

Provisions for losses on loans and other receivables amounted to Ps.395.4 million in fiscal year 2008, Ps.139.9 million higher than the Ps.255.5 million of fiscal year 2007. A significant percentage of this increase was due to the seasoning of our loan portfolio, mainly the individuals’ portfolio.

For more information on asset quality, see Item 4. “Information on the Company-Selected Statistical Information-Amounts Past Due and Non-Accrual Loans” and “-Selected Statistical Information-Loan Loss Experience”.

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Net Income from Services

Our net income from services consisted of:

	Fiscal Year Ended						% Change
	December 31,						December 31,
	2010		2009		2008		2010/2009		2009/2008
	(in millions of Pesos)						(in percentages)
Income From
Credit Cards		1,576.6		1,148.2		952.6		37.3		20.5
CFA		32.9		—		—		—		—
Deposits Accounts		325.5		252.9		201.7		28.7		25.4
Cash Management		24.7		18.6		17.8		32.8		4.5
Safe Deposit Box		51.2		30.2		18.0		69.5		67.8
Services for Shipments		18.1		14.9		11.1		21.5		34.2
Product Package		23.5		14.3		11.4		64.3		25.4
Financial Fees		56.7		50.1		42.0		13.2		19.3
Credit-related Fees		150.7		96.5		95.7		56.2		0.8
Check Collection		44.9		33.0		33.9		36.1		(2.7	)
Collection Services (Taxes and Utility Bills)		36.9		25.7		19.5		43.6		31.8
International Trade		67.2		51.8		46.1		29.7		12.4
Other (1)		106.0		90.6		122.3		17.0		(25.9	)
Total Income		2,514.9		1,826.8		1,572.1		37.7		16.2
Total Expenses		733.0		515.9		384.2		42.1		34.3
Net Income from Services		1,781.9		1,310.9		1,187.9		35.9		10.4

(1) Includes, among others, fees from investment banking activities, asset management, assets under custody and guarantees granted.

Fiscal Year 2010 Compared to Fiscal Year 2009

Net income from services for the fiscal year ended December 31, 2010 was Ps.1,781.9 million, including Ps.14.7 million from CFA, as compared to Ps.1,310.9 million for the fiscal year ended December 31, 2009, a 35.9% increase. Excluding net income from services from CFA, the increase would have been 34.8%. All items under net income from services recorded a significant increase, which was mainly attributable to the increase in the volume of transactions, within a framework of business expansion, together with an increase in the price of certain services, in line with general financial market trends.

Banco Galicia’s income from credit and debit card transactions, on an individual basis, for the fiscal year ended December 31, 2010 was Ps.664.7 million, as compared to Ps.465.3 million for the fiscal year ended December 31, 2009, a 42.9% increase. Such increase was mainly attributable not only to the greater number of credit cards managed, but also to the greater average number of purchases made with each card during the year. The total number of cards managed by Banco Galicia excluding those managed by the Regional Credit Card Companies and CFA, for the fiscal year ended December 31, 2010 was 1,576.4 thousand, as compared to 1,356.2 thousand for the fiscal year ended December 31, 2009, a 16.2% increase.

Income from services corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2010 was Ps.911.9 million, as compared to Ps.682.9 million for the fiscal year ended December 31, 2009, a 33.5% increase. Such increase was mainly attributable to the increase in the purchases made during the fiscal year together with a greater number of credit cards. These Regional Credit Card Companies managed 5,365.6 thousand credit cards for the fiscal year ended December 31, 2010, as compared to 4,618.2 thousand credit cards for the fiscal year ended December 31, 2009, a 16.2% increase.

Total deposit accounts for the fiscal year ended December 31, 2010 were 1,969.0 thousand, as compared to 1,734.1 thousand for the fiscal year ended December 31, 2009, a 13.5% increase.

Significant growth levels were achieved by Banco Galicia for the fiscal year ended December 31, 2010, particularly safe deposit box (69.5%), credit-related fees (56.2%), collection services (43.6%), check collection (36.1%), international trade (29.7%), deposits accounts (28.7%) and financial fees (13.2%) as compared to the growth levels achieved mainly in safe deposit box (67.8%), collection services (31.8%), deposit accounts (25.4)%, financial fees (19.3%) and international trade (12.4%) for the fiscal year ended December 31, 2009.

Expenses from services for the fiscal year ended December 31, 2010 were Ps.733.0 million, as compared to Ps.515.9 million for the fiscal year ended December 31, 2009, a 42.1% increase. Such increase was mainly attributable to an increase in the number and frequency of promotions related to credit cards.

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Fiscal Year 2009 Compared to Fiscal Year 2008

Net income from services amounted to Ps.1,310.9 million, 10.3% higher than the Ps.1,187.9 million recorded in fiscal year 2008. Almost all categories grew, mainly as a consequence of an increase in the volume of transactions together with an increase in the price of certain services, in line with the dynamics of the financial market.

Banco Galicia’s income from credit and debit card transactions, on an individual basis, amounted to Ps.465.3 million, a 26.5% increase over the Ps.367.7 million recorded in fiscal year 2008. This higher income was attributable not only to the greater number of credit cards managed, but also to the greater average purchases made with such cards during the year. The total number of cards managed by Banco Galicia (excluding those managed by the Regional Credit Card Companies) increased 9.5%, reaching 1,356.2 thousand as of December 31, 2009, compared to 1,238.5 thousand as of December 31, 2008.

Income from services corresponding to the Regional Credit Card Companies was Ps.682.9 million, 16.8% higher than the Ps.584.9 million recorded in fiscal year 2008. This variation was mainly due to the increase in the purchases made with these credit cards during fiscal year 2009. These companies managed 4,618.2 thousand cards as of December 31, 2009, a 2.6% decrease from December 31, 2008.

Total deposit accounts of Banco Galicia, the only company from Grupo Financiero Galicia that owns deposit accounts, amounted to 1,734.1 thousand as of December 31, 2009, 12.6% higher than the previous year.

Reflecting the increase in the volume of deposits and in the number of accounts, the higher sales of products, and the increase in the price of certain services, significant growth was achieved during fiscal year 2009 in income from the services related to deposit accounts (25.4%), financial transactions (19.3%), safe deposit boxes (67.8%), collection services (31.8%) and foreign trade (12.4%).

Expenses from services increased 34.3%, from Ps.384.2 million in fiscal year 2008 to Ps.515.9 million in fiscal year 2009.

The following table sets forth the number of credit cards outstanding as of the dates indicated:

							% Change
	December 31,						December 31,
Credit Cards	2010		2009		2008		2010/2009			2009/2008
	(number of credit cards, except otherwise noted)						(percentages)
Visa		1,102,730		982,866		936,267		12.20			4.98
“Gold”		292,400		262,388		203,464		11.44			28.96
International		504,687		471,766		470,709		6.98			0.22
Domestic		164,120		189,626		227,785		(13.45	)		(16.75	)
“Business”		36,878		28,430		20,976		29.72			35.54
“Corporate”		1,718		1,130		960		52.04			17.71
“Platinum”		102,927		29,526		12,373		248.60			138.63
Galicia Rural		8,716		7,157		6,215		21.78			15.16
American Express		392,247		308,942		241,145		26.96			28.11
“Gold”		168,899		143,899		99,970		17.37			43.94
International		153,526		145,111		133,644		5.80			8.58
Platinum		69,822		19,932		7,531		250.30			164.67
MasterCard		72,738		57,276		54,916		27.00			4.30
“Gold”		24,613		19,452		16,790		26.53			15.85
MasterCard		47,186		36,670		36,531		28.68			0.38
Argencard		939		1,154		1,595		(18.63	)		(27.65	)
Regional Credit Card Companies		5,365,638		4,618,199		4,742,816		16.18			(2.63	)
Local Brands		3,324,826		2,944,544		2,864,709		12.91			2.79
Visa		1,699,240		1,424,453		1,628,185		19.29			(12.51	)
MasterCard		317,759		221,575		217,090		43.41			2.07
American Express		23,813		27,627		32,832		(13.81	)		(15.85	)
CFA		53,369		—		—		—			—
Visa		38,834		—		—		—			—
MasterCard		14,535		—		—		—			—
Total		6,995,438		5,974,440		5,981,359		17.09			(0.12	)
Total Amount of Purchases (in millions of Pesos)	Ps.	26,880	Ps.	18,142	Ps.	14,949		48.16			21.36

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Administrative Expenses

The following table sets forth the components of our administrative expenses:

	Fiscal Year Ended						% Change
	December 31,						December 31,
	2010		2009		2008		2010/2009		2009/2008
	(in millions of Pesos)						(in percentages)
Salaries and Social Security Contributions		1,408.0		975.8		805.2		44.3		21.2
Property-related Expenses		162.5		136.1		113.2		19.4		20.2
Personnel Services		89.3		76.8		90.8		16.3		(15.4	)
Advertising and Publicity		189.6		127.8		146.5		48.4		(12.8	)
Amount Accrued in Relation to Directors’ and Syndics’ Compensation		11.4		8.6		8.2		32.6		4.9
Electricity and Communications		106.4		85.9		72.7		23.9		18.2
Taxes		190.7		139.3		104.0		36.9		33.9
Other		687.4		478.8		440.5		43.6		8.7
Total		2,845.3		2,029.1		1,781.1		40.2		13.9

Fiscal Year 2010 Compared to Fiscal Year 2009

Administrative expenses for the fiscal year ended December 31, 2010 were Ps.2,845.3 million, including Ps.148.5 million from CFA, as compared to Ps.2,029.1 million for the fiscal year ended December 31, 2009, a 40.2% increase. Such increase was mainly attributable to the increase in personnel expenses related to salary increases, a 10.2% staff increase and the incorporation of CFA. The remaining administrative expenses increased following the trend of the financial system within an inflationary context.

Salaries, social security contributions and expenses related to personnel services for the fiscal year ended December 31, 2010 were Ps.1,497.3 million, as compared to Ps.1,052.6 million for the fiscal year ended December 31, 2009, a 42.2% increase. Such increase was mainly attributable to the incorporation of CFA and Ps.66.9 million in expenses associated with such acquisition, the salary increase agreement with the national bank employee union in force since January 2010 and the 10.2% increase in number of employees. The remaining administrative expenses for the fiscal year ended December 31, 2010 were Ps.1,348.0 million, as compared to Ps.976.5 million for the fiscal year ended December 31, 2009, a 38.0% increase. Ps.81.6 million of this increase corresponded to CFA. Such increase was mainly attributable to a higher level of activity, to the geographical expansion of Banco Galicia and the Regional Credit Card Companies and to increased inflation during the period.

Fiscal Year 2009 Compared to Fiscal Year 2008

In fiscal year 2009, administrative expenses amounted to Ps.2,029.1 million, 13.9% higher than the Ps.1,781.1 million recorded in the previous fiscal year.

Salaries and social security contributions and expenses related to personnel services increased 17.5%, from Ps.896.0 million in fiscal year 2008 to Ps.1,052.6 million in fiscal year 2009. This increase was mainly due to higher salaries, given the staff experienced a 2.8% decrease, from 9,408 employees as of December 31, 2008 to 9,142 in December 31, 2009.

The remaining administrative expenses amounted to Ps.976.5 million in fiscal year 2009, thus reflecting a 10.3% increase from the Ps.885.1 million recorded in the previous fiscal year. This increase was associated to a successful policy of expenses control within the framework of an inflationary context.

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Income/(Loss) from Equity Investments

Fiscal Year 2010 compared to Fiscal Year 2009

Income from equity investments for the fiscal year ended December 31, 2010 was Ps.62.1 million, as compared to Ps.11.3 million for the fiscal year ended December 31, 2009, a Ps.50.8 million increase. Such increase was mainly attributable to the Ps.51.7 million amortization of the negative goodwill stemming from the acquisition of the CFA Group, which is required to be amortized in 60 months using the straight-line method, in accordance with regulations of the Argentine Central Bank.

Fiscal Year 2009 compared to Fiscal Year 2008

In fiscal year 2009, a Ps.11.3 million gain from equity investments was recorded, compared to a Ps.56.8 million profit recorded in fiscal year 2008, mainly due to the profit from the dividends received from Banco Galicia’s interest in Visa Argentina S.A.. Income for fiscal year 2008 was mainly a consequence of the Ps.53.8 million profit from dividends received due to Banco Galicia’s interest in Visa Argentina S.A. The magnitude of these dividends was related to the initial public offering of Visa Inc.’s shares.

Miscellaneous Income/(Loss), Net

Fiscal Year 2010 compared to Fiscal Year 2009

Miscellaneous net income for the fiscal year ended December 31, 2010 was Ps.120.8 million, including a gain of Ps.37.0 million from CFA, as compared to Ps.233.1 million for the fiscal year ended December 31, 2009, a Ps.112.3 million decrease.

Excluding profits from security margins of repurchase agreement transactions of Ps.15.9 million, which are of a financial nature, net miscellaneous income for the fiscal year ended December 31, 2010 was Ps.104.9 million, as compared to Ps.210.1 million, also excluding the above-mentioned financial income of Ps.23.0 million, for the fiscal year ended December 31, 2009, a Ps.105.2 million decrease. The variation in results between the two periods was mainly due to: i) the decision to accelerate amortization of the total amount of deferred losses from amparo claims of Ps.281.0 million in comparison to the year 2009 (Ps.109.3 million), and ii) the revenue, in fiscal year 2010, of Ps.85.5 million resulting from the early cancellation of the foreign denominated financial loan and the absence of the Ps.12.7 million profit from the sale by Galicia Warrants of its Silos plant in San Salvador, in the province of Entre Rios recorded in 2009. These results were offset by : i) the lower net provisions for Ps.45.1 million in comparison to the year 2009, ii) the higher recovered loans of Ps.67.3 million and iii) the higher punitive interest of Ps.19.0 million.

Fiscal Year 2009 compared to Fiscal Year 2008

Miscellaneous net income for fiscal year 2009 amounted to Ps.233.1 million, compared to a Ps.80.1 million profit for fiscal year 2008. Excluding the income of a financial nature from security margins of repurchase agreement transactions (of Ps.23.0 million), miscellaneous net income in fiscal year 2009 amounted to Ps.210.1 million, while in fiscal year 2008 a gain of Ps.45.9 million was recorded (also excluding the above-mentioned financial income for Ps.34.2 million).

The variation in results between the two periods was mainly due to the revenue of Ps.85.5 million corresponding to the result from the early cancellation of the foreign financial loan, the Ps.55.3 million net operating income of Sudamericana recorded under “Miscellaneous Income/Loss” for consolidation purposes and the Ps.12.7 million profit from the sale by Galicia Warrants of its Silos plant in San Salvador, in the province of Entre Rios. These results were offset by the higher amortization of amparo claims for the year 2009 (Ps.39.2 million) in comparison to the year 2008, as from January 2009, the amount deferred at December 31 2008 began to be amortized in 36 monthly installments.

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Income Tax

Fiscal Year 2010 compared to Fiscal Year 2009

The income tax charge for the fiscal year ended December 31, 2010 was Ps.258.2 million, as compared to Ps.156.0 million for the fiscal year ended December 31, 2009, a Ps.102.2 million increase. Such increase was mainly attributable to the increase in the profit before tax of Tarjetas Regionales S.A. and to the incorporation of CFA. Such tax charges for the fiscal year ended December 31, 2010 mainly corresponded to Tarjetas Regionales S.A. consolidated with its operating subsidiaries in the amount of Ps.188.9 million, to CFA in the amount of Ps.51.2 million, to Sudamericana in the amount of Ps.16.3 million and Ps.1.2 million, Ps.0.8 million and Ps.0.6 million to Galicia Warrants, Galicia Administradora de Fondos and Galicia Valores, respectively.

Fiscal Year 2009 compared to Fiscal Year 2008

The income tax charge for fiscal year 2009 was Ps.156.0 million (an Ps.82.0 million increase when compared to fiscal year 2008), of which Ps.111.6 million corresponded to Tarjetas Regionales S.A. consolidated with its operating subsidiaries, Ps.24.8 million corresponded to Grupo Financiero Galicia, individually, and Ps.14.2 million and Ps.4.4 million corresponded to Sudamericana and Galicia Warrants, respectively.

U.S. GAAP and Argentine Banking GAAP Reconciliation

General

We prepare our financial statements in accordance with Argentine Banking GAAP. The more significant differences between Argentine Banking GAAP and U.S. GAAP relate to the determination of the allowance for loan losses, the carrying value of certain government securities and receivables for government securities, the accounting of Banco Galicia’s foreign debt restructuring and recognition of deferred income taxes. For more detail on differences in accounting treatment between Argentine Banking GAAP and U.S. GAAP as of December 31, 2010, see Note 35 to our consolidated financial statements.

Allowances for Loan Losses

With respect to the determination of the allowance for loan losses, we follow the rules of the Argentine Central Bank. Under these rules, reserves are based on minimum reserve requirements established by the Argentine Central Bank. U.S. GAAP requires that an impaired loan be generally valued at the present value of expected future cash flows discounted at the loan’s effective rate or at the fair value of the collateral if the loan is collateral dependent. For the purposes of analyzing our loan loss reserve under U.S. GAAP, we divide our loan portfolio into performing and non-performing commercial and consumer loans.

The following table shows the allowance for loan losses for the periods indicated under Argentine Banking GAAP and U.S. GAAP and the corresponding shareholders’ equity adjustment under U.S. GAAP:

	December 31,			December 31,		December 31,
	2010			2009		2008
	(in millions of Pesos)
Argentine Banking GAAP		870.2	(1)		815.9		526.8
U.S. GAAP
ASC 310
Allowance for Loan Losses		61.6			64.8		93.6
ASC 450		743.1			687.5		481.7
U.S. GAAP Shareholders’ Equity Adjustment (2)		65.5			63.6		(48.5	)

(1)	The balance does not include Ps.185,381 of CFA allowances for loan losses as of the acquisition date.
(2)	Including qualitative and quantitative adjustments.

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ASC 310 Analysis

The non-performing commercial loan portfolio is comprised of loans falling into the following classifications of the Argentine Central Bank:

• “With Problems”

• “High Risk of Insolvency”

• “Uncollectible”

The following table shows our loan loss reserve under ASC 310 for our non-performing commercial loan portfolio as of the dates indicated.

	December 31, 2010		December 31, 2009		December 31, 2008
	(in millions of Pesos)
Loan Loss Reserve Under U.S. GAAP — ASC 310 Analysis		61.6		64.8		93.6

For such non-performing commercial loans, we applied the procedures required by ASC 310. For loans that were not collateral dependent, the expected future cash flows to be received from the loans were discounted using the interest rate at each balance sheet date for variable loans. Loans that were collateral dependent, and for which there was an expectation that the loan balance would be recovered via the exercise of collateral, were valued using the fair value of the collateral. In addition, in order to assess the fair value of collateral, we discounted collateral valuations due to the extended period of time that it can take to foreclose on assets in Argentina.

ASC 450 Analysis

To calculate the allowance required for smaller-balance impaired loans and unimpaired loans, we perform an analysis of historical losses from our consumer and performing commercial loan portfolios in order to estimate losses for U.S. GAAP purposes resulting from loan losses that had been incurred in such loan portfolios at the balance sheet date but which had not been individually identified.

Loss estimates are analyzed by loan type and thus for homogeneous groups of clients. Such historical ratios are updated to incorporate the most recent data reflecting current economic conditions, industry performance trends, geographic or obligor concentrations within each portfolio segment, and any other pertinent information that may affect the estimation of the allowance for loan losses. Many factors can affect Banco Galicia’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss severity.

We estimate that, on average, it takes a period of up to one year between the trigger of an impairment event and identification of a loan as being a probable loss for consumer and performing commercial loans.

The increase in the allowances recorded under ASC 450 is mostly due to a higher volume of credit card and personal loans granted during 2010 and 2009 and the rise of the loan loss reserves migration ratios. The table below shows our loan loss reserve under ASC 450 for consumer and performing commercial loans as of the dates indicated.

	December 31,		December 31,		December 31,
	2010		2009		2008
	(in millions of Pesos)
Loan Loss Reserve Under U.S. GAAP — ASC 450 Analysis		743.1		687.5		481.7

In addition to assessing the reasonableness of the loan loss reserve as described above, Banco Galicia makes an overall determination of the adequacy of each period’s reserve based on such ratios as:

• Loan loss reserves as a percentage of non-accrual loans,

• Loan loss reserves as a percentage of total amounts past due, and

• Loan loss reserves as a percentage of past-due unsecured amounts.

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The table below shows the above-mentioned ratios as of the dates indicated.

	December 31, 2010			December 31, 2009			December 31, 2008
Loan Loss Reserves as a Percentage of Non-accrual Loans		163.37	%		108.37	%		141.34	%
Loan Loss Reserves as a Percentage of Total Amounts Past Due		116.04	%		130.58	%		171.81	%
Loan Loss Reserves as a Percentage of Past-due Unsecured Amounts		189.79	%		154.29	%		190.78	%

The allowance for loan losses has increased approximately 7% during 2010 under US GAAP. This variation is due to an increase in the portfolio of loans to the private sector and to the qualitative approach reflecting current economic conditions, industry performance trends, geographic or obligor concentrations, within each portfolio segment required for smaller-balance impaired and unimpaired.

Carrying Value of Certain Government Securities and Receivables for Government Securities

As of December 31, 2010, our holding of Bonar 2015 Bonds have been recorded at their acquisition cost increased according to the accrual of their IRR under Argentine Banking GAAP.

Under U.S. GAAP, the Bonar 2015 Bonds were considered as “available for sale securities” and recorded at fair value with the unrealized gains or losses recognized as a charge or credit to equity through other comprehensive income.

Under U.S. GAAP, all of these assets are carried at fair value as fully explained in Note 35 to our financial statements and “-U.S. GAAP — Critical Accounting Policies”.

Government securities under investment accounts are classified as “holdings of investment account securities” under Argentine Central Bank rules.

As of December 31, 2009 under Argentine Banking GAAP, our holdings of Boden 2012 Bonds, Bonar 2015 Bonds, securities issued by the Argentine Central Bank and Discount Bonds in Pesos were recorded in accordance with Argentine Central Bank valuation rules for public-sector assets. During 2010, the position of these bonds, as a whole, has been realized.

Under U.S. GAAP, all of these assets were carried at fair value.

Government securities under investment accounts were classified as government securities without quotation under Argentine Central Bank rules (Boden 2012 Bonds corresponding to the Compensatory Bond or Hedge Bond received, Bonar 2015 Bonds, securities issued by the Argentine Central Bank and Discount Bonds in Pesos), were considered as available for sale under U.S. GAAP. As of December 31, 2009, unrealized gains or losses on these securities were reflected in other comprehensive income. During the year ended December 31, 2010, Boden 2012 Bonds corresponding to the Compensatory Bond or Hedge Bond received and Discount Bonds in Pesos were sold. Therefore, the 2010 U.S. GAAP net income reconciliation includes the reversal of the 2009 shareholders’ equity adjustment previously recorded through other comprehensive income that are being realized and reversed through the income statement.

As of December 31, 2008, the amortized cost exceeded the fair value of these securities by Ps.711.1 million. For U.S. GAAP purposes, we have recorded an other-than-temporary impairment of these securities, based on a variety of factors, including the length of time and extent to which the market value has been less than cost, and our intent and ability to hold these securities to recovery. The fair value of these securities was determined on the balance sheet date, based on their quoted market price, and constitutes the new cost basis for this investment.

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The table below shows the book value, market value and amortized cost of Bonar 2015 Bonds and Boden 2012 Bonds, Discount Bonds and Bonar 2015 Bonds as of December 31, 2010 and 2009, respectively.

	December 31, 2010										December 31, 2009
			Book										Book
			Value										Value
	Amortized		Argentine						Shareholders’		Amortized		Argentine						Shareholders’
	Cost US		Banking		Market		Unrealized		Equity		Cost US		Banking		Market		Unrealized		Equity
(In millions of Pesos)	GAAP		GAAP		Value		(Loss)/Gain		Adjustment		GAAP		GAAP		Value		(Loss)/Gain		Adjustment
Boden 2012 Bonds		—		—		—		—		—		901.0		1,906.9		1,731.1		830.1		(175.8	)
Discount Bonds		—		—		—		—		—		169.9		622.0		337.9		132.2		(284.1	)
Bonar 2015 Bonds		527.9		642.1		726.6		198.7		84.5		591.5		359.0		676.6		85.0		(317.6	)

Foreign Debt Restructuring

On May 18, 2004, we completed the restructuring of its foreign debt. As a result of this restructuring, we recorded a Ps.142.5 million gain under Argentine Banking GAAP.

For U.S. GAAP purposes, the restructuring is accounted for in each of two steps. The first step of the restructuring required the holders of our debt to exchange its old debt for new debt in two tranches. Pursuant to “Determining Whether a Debtor’s Modification or Exchange of Debt Instruments” is within the scope of ASC 470 (ASC 820), we did not receive any concession from the holders of the debt and therefore, the first step of the restructuring was not considered a trouble debt restructuring. Pursuant to “Debtors Accounting for a Modification or Exchange of Debt Instruments” ASC 470-50, the first step of the restructuring was accounted for as a modification of the old debt and therefore we did not recognize any gain or loss. The second step of the restructuring offers the holders of our debt issued in the first step explained above the option to exchange it for new securities including cash, Boden 2012 Bonds and our equity shares. Pursuant to U.S. GAAP, this second step of the restructuring was accounted for in accordance with “Accounting by Debtors and Creditors for Trouble Debt Restructurings” ASC 310-40, as a partial settlement of the debt through the transfer of certain assets and equity at its fair value. After deducting the considerations used to repay the debt, ASC 310-40 requires the comparison of the future cash outflows of the restructured debt and the carrying of the debt at the restructuring date.

Gain on troubled debt restructuring is only recognized when the remaining carrying value of the debt at the date of the restructuring exceeds the total future cash payments of the restructured debt reduced by the fair value of the assets and equity given as payment of the debt. Since the total future cash outflows of the restructured debt exceeds the carrying value of the old debt, no gain on restructuring was recorded under U.S. GAAP.

As a result, under U.S. GAAP, the carrying amount of the restructured debt is greater than the amount recorded under Argentine Banking GAAP. Therefore, under U.S. GAAP, a new effective interest rate was determined to reflect the present value of the future cash payments of the restructured debt.

Furthermore, under U.S. GAAP, expenses incurred in a trouble debt restructuring are expensed as incurred. Expenses related to the issuance of equity were deducted directly from the shareholders’ equity.

We repurchased part of the debt maturing in 2010 and 2014. In addition, negotiable obligations were repaid in advance. For U.S. GAAP purposes, these transactions were considered as an extinguishment of debt. Therefore, the U.S. GAAP adjustment recorded in previous years related to the debt extinguished was reversed in 2008, 2009 and 2010 respectively, generating a gain of approximately Ps.34.5 million, Ps.20.5 million and Ps.8.7 million included in 2010, 2009 and 2008 U.S. GAAP net income reconciliation.

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Securitizations

The following table summarizes the adjustment for U.S. GAAP purposes related to securitization transactions as of December 31, 2010 and 2009:

	As of December 31,
	2010							2009
	(In millions of Pesos)
	Book Value		Fair Value –		U.S. GAAP			Book Value		Fair Value –		U.S. GAAP
	Argentine		Book value		Shareholders’			Argentine		Book value		Shareholders’
	Banking		under U.S.		Equity			Banking		under U.S.		Equity
	GAAP		GAAP		Adjustment			GAAP		GAAP		Adjustment
Galtrust I (1)		521.9		521.9		—			584.1		211.6		(372.5	)
Financial Trust Galicia (2)		96.3		36.2		(60.1	)		80.0		28.7		(51.3	)
Others		13.5		19.5		6.0			56.5		51.0		(5.5	)
Total		631.7		577.6		(54.1	)		720.6		291.3		(429.3	)

(1) Financial Trust “Galtrust I”

The financial trust “Galtrust I” was created in October 2000 in connection with the securitization of provincial loans for a total amount of Ps.1,102 million. The securitized loans were from the portfolio of loans granted to provincial governments, guaranteed by the federal tax revenues shared with the provincial governments.

During 2002, the portfolio of loans included and the related retained interest in Galtrust I were subject to the pesification. As a result, the retained interest in the trust was converted into Pesos at an exchange rate of Ps.1.40 to US$1.00 and the interest rate for their debt securities changed to CER plus 10%. During 2003, Galtrust I had swapped its provincial loans for Bogar Bonds.

Under Argentine Banking GAAP, this transaction was accounted for as sales and the debt securities and certificates retained by Banco Galicia are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trust.

The retained interest in the trust was recorded under Argentine Central Bank rules in the “Other Receivables from Financial Brokerage”, and its balance as of December 31, 2010 and 2009, was Ps.521.9 million and Ps.584.1 million, respectively.

As of December 31, 2010, under Argentine Banking GAAP, we recorded certain reserves to adjust the equity method used to account for the residual interest in the trust, at its fair value.

December 31, 2009 and 2008

As of December 31, 2009 and 2008, Banco Galicia considered this transaction as a sale under U.S. GAAP, in accordance with ASC 860. Galtrust I certificate of participation retained by us was considered as “available for sale securities” under U.S. GAAP and the unrealized gains on this security was reported as an adjustment to shareholders’ equity through Other Comprehensive Income.

The fair value of these securities was determined on the balance sheet date, based on an internal valuation technique estimating future cash flows for this certificate of participation, discounted at a present value with a rate comparable with internal rates of return of other CER adjusted bonds. Such fair value constituted the new cost basis for this investment.

As of December 31, 2009, we have determined that unrealized losses on these investments are temporary in nature based on its ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery and the results of its review conducted to identify and evaluate investments that have indications of possible impairments.

As of December 31, 2008 we have recorded an other-than-temporary impairment of these securities for an amount of Ps.357.7 million, based on a variety of factors, mostly including the length of time and extent to which the market value has been less than cost, and the weakening of the global and local markets condition in which the e operate, with no immediate prospect of recovery.

December 31, 2010

Effective January 1, 2010, we implemented new accounting guidance provided by SFAS 166 and 167 (ASU 2009-16 and ASU 2009-17, respectively, under the new codification), which amend the accounting for transfers of financial assets and consolidation of variable interest entities (“VIEs”).

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The new guidance eliminates the concept of qualified special purpose entities (“QSPEs”) that were previously exempt from consolidation and introduces a new framework for determining the primary beneficiary of a VIE. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. Therefore, we must evaluate all existing securitization trusts that formerly qualified as QSPEs to determine whether they must be consolidated in accordance with ASU 2009-17. An entity is considered a VIE if it possesses one of the following characteristics:

• Insufficient equity investment at risk

• Equity lacks decision-making rights

• Equity with non-substantive voting rights

• Lacking the obligation to absorb an entity’s expected losses

• Lacking the right to receive an entity’s expected residual returns

Under the new guidance, the primary beneficiary is the party that has both (1) the power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including the role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities.

Under ASC 810-10-65, we should measure the components of the newly consolidated financial trusts at their carrying amounts as of the adoption date. We must determine the amounts of the assets, liabilities, and non-controlling interests of the newly consolidated financial trusts, that would have been recorded in our financial statements as of January 1, 2010, as if ASU 2009-17 had been effective as of the date of our initial involvement with the financial trusts. Any difference between the net amount added (net assets of each financial trusts where we are primary beneficiary) from our balance sheet and the amount of any previously recognized retained interest is recognized as a cumulative-effect adjustment to retained earnings as of December 31, 2010.

For U.S. GAAP purposes, as of December 31, 2010 the trust, a formerly qualified QSPE, was considered a variable interest entity. In accordance with ASC 810, we were deemed to be the primary beneficiary of this trust and, therefore, Banco Galicia reconsolidated the assets and liabilities of the mentioned trust. Upon consolidation, the Bogar Bonds were classified as available-for-sale securities and measured at fair value with changes recorded in other comprehensive income. Since the fair value of the residual interest in the trust recorded under Argentine Central Bank rules was determined based on the fair value of the Bogar Bonds, recorded as an asset in the trust, there is no difference in the measurement basis of the net assets held and recorded under Argentine Central Bank rules and U.S. GAAP. The only difference between both standards is that under U.S. GAAP, changes in the fair value of the Bogar Bonds are recorded in other comprehensive income, while under Argentine Banking GAAP, changes are recorded in the consolidated income statement.

(2) Financial Trust Galicia

Under this trust, Government promissory notes in Pesos at 2% due 2014 for Ps.108.0 million were transferred and a certificate of participation and debt securities were received in exchange. Those Government promissory notes were previously received in exchange of national secured loans held by us.

For Argentine Banking GAAP purposes, the debt securities and certificates retained by Banco Galicia are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trust. The cost of these securities was determined based on the book value of the promissory notes transferred.

This transfer was not considered a true sale for U.S. GAAP purposes, and therefore, it was recorded as a “secured borrowing” according to ASC 860. Therefore, we reconsolidated the promissory notes transferred to the financial trust.

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Under U.S. GAAP, the promissory notes were classified as loans recorded at amortized cost with the corresponding loan loss reserve, as applicable. The U.S. GAAP adjustment is related to the difference between the cost basis used under both standards. For Argentine Banking GAAP, the cost was determined based on the carrying value of national secured loans previously hold and exchange for the promissory notes, while under U.S. GAAP, the cost was determined based on the fair value of each national secured loans transferred in exchange of the promissory notes received.

BG Financial Trust

During 2005, we entered into a securitization transaction of commercial and consumer non-performing loans. For Argentine Banking GAAP, no assets are recognized as of December 31, 2010 and 2009 as all the debt securities and certificates of participations were subscribed by third parties. Under U.S. GAAP, this transaction was not considered a true sale and therefore it was recorded as a secured borrowing according with ASC 860.

Additional information required by U.S. GAAP

The table below presents the aggregated assets and liabilities of the financial trusts which have been consolidated for U.S. GAAP purposes:

	As of December 31,
(In millions of Pesos)	2010		2009
Cash and Due from Banks	Ps.	11.6	Ps.	15.2
Government Securities		1,009.2		—
Loans (Net of Allowances)		—		463.8
Other Assets		1.1		8.8
Total Assets	Ps.	1,021.9	Ps.	487.8
Debt Securities	Ps.	414.5	Ps.	279.6
Certificates of Participation		604.7		193.3
Other Liabilities		2.7		14.9
Total Liabilities	Ps.	1,021.9	Ps.	487.8

Our maximum loss exposure, which amounted to Ps.1,021.9 million and Ps.487.8 million as of December 31, 2010 and 2009, respectively, is based on the unlikely events that all of the assets in the VIE’s become worthless and incorporates potential losses associated with assets recorded on our balance sheet.

Other transfers of financial assets accounted for as sales under U.S. GAAP

As of December 31, 2009 and 2008, Banco Galicia has entered into different securitizations as described in Note 30 to the attached financial statements that were accounted for as sales under Argentine Banking GAAP. The transfers of financial assets related to the creation of certain trusts were considered sales for U.S. GAAP purposes under ASC 860 and for that reason debt securities and certificates retained by Banco Galicia are considered to be “available for sale securities” under U.S. GAAP.

The retained interests were initially recorded at an amount equal to a portion of the previous aggregate carrying amount of assets sold and retained. The portion is determinate based on the relative fair values of the assets sold and assets retained as of the date of the transfer based on their allocated book value using the relative fair value allocation method.

Subsequently, the unrealized gains (losses) on these securities are reported as an adjustment to shareholders’ equity, unless unrealized losses are deemed to be other than temporary in accordance with ASC 325-40.

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The fair value of these retained interests in the trusts is determined based upon an estimate of cash flows to be collected by us as holder of the retained interests, discounted at an estimated market rate and will constitute the new cost basis of these securities.

The U.S. GAAP shareholders’ equity adjustment for all the transfers of financial assets described above amounted to Ps.(5.4) million and Ps.(19.6) million as of December 31, 2009 and 2008, respectively.

Additionally, we have analyzed servicing assets and/or liabilities concluding that the benefits of servicing are not expected to be adequate compensation. As of December 31, 2009 and 2008, servicing liabilities of Ps.0.1 million and Ps.1.4 million has been recorded for U.S. GAAP purposes, respectively.

As of December 31, 2010 these financial trusts had been liquidated. Therefore, the 2010 U.S. GAAP net income reconciliation includes the reverse of the previous year’s adjustments.

There were no restrictions on assets reported by the entity in its statement of financial position related to any transferred financial asset.

Negative Goodwill — Compañía Financiera Argentina and subsidiaries

The Argentine Central Bank’s board of directors, through Resolution No.124 dated June 7, 2010, authorized Banco Galicia to purchase 95% of the shares belonging to the following companies: Compañía Financiera Argentina, Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.). Furthermore, through the above-mentioned resolution the Argentine Central Bank authorized the subsidiary Tarjetas Regionales S.A. to purchase the remaining 5% of the shares belonging to said companies.

On August 31, 2010, through Resolution No.299, the Argentine Commission of Competence Defense (Comisión Nacional de Defensa de la Competencia) authorized the above-mentioned purchase and sale transaction, of which Banco Galicia was informed on September 1, 2010.

The total purchase price paid amounted to Ps.328.3 million for Compañía Financiera Argentina, Ps.0.8 million for Cobranzas y Servicios S.A. and Ps.4.8 million for Procesadora Regional S.A. (former Universal Processing Center S.A.).

The transaction will enable Banco Galicia to serve a greater number of customers with our current structure, to complement lines of business and to achieve greater economies of scale by additionally providing Compañía Financiera Argentina and the above-mentioned companies with a more efficient financing structure and permitting its clients access to a network with a greater geographical coverage. Nevertheless, CFA is still a separated segment considering how the business is analyzed by the management.

Pursuant to Argentine Central Bank rules, and due to the difference between the acquisition cost and the estimated fair value of assets and liabilities acquired as of June 30, 2010, a negative goodwill amounting to Ps.500.6 million was recorded by Compañía Financiera Argentina and a negative goodwill of Ps.16.8 million was recorded by Cobranzas y Servicios S.A., both of which were recorded under Liabilities-Provisions. With regard to Procesadora Regional S.A. (former Universal Processing Center S.A.), a goodwill amounting to Ps.4.0 million was recorded under Intangible Assets — Goodwill. The negative goodwill is subsequently charged to Income on a straight-line basis during 60 months.

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As of December 31, 2010 we had a balance of Ps.465.6 million related to the negative goodwill.

Under U.S. GAAP, ASC 805 requires the acquisition of controlling interest of Compañía Financiera Argentina, Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.) to be accounted for as a business combination applying the purchase method, recognizing all net assets acquired at their fair value. We applied the following guidance:

• If the consideration transferred exceeds the fair value of assets acquired and liabilities assumed, the acquirer shall recognize goodwill as of the acquisition date, or,

• If the consideration transferred is lower than the fair value of assets acquired and liabilities assumed, the acquirer shall recognize the resulting gain in earnings on the acquisition date.

No intangible assets were identified as part of the acquisition considering the type of assets acquired (mainly consumer loans) and the profile of the deposits in these companies.

Considering that the net assets acquired were originally recorded at their estimated fair value under Argentine Banking GAAP, no adjustments for U.S. GAAP purposes were recorded in this regard. However, the negative goodwill recorded as a liability and being amortized over a 60 months period under Argentine Banking GAAP, has been fully recognized as a gain in the consolidated statement of income for U.S. GAAP purposes under the caption Miscellaneous Income.

In addition, the amortization of negative goodwill recorded under Argentine Banking GAAP has been reversed for U.S. GAAP purposes.

Income Tax

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Galicia are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, we and our non-bank subsidiaries apply the deferred income tax method.

For the purposes of U.S. GAAP reporting, we applied ASC 740-10 “Accounting for Income Taxes”. Under this method, income tax is recognized based on the assets and liabilities method whereby deferred tax assets and liabilities are established for temporary differences between the financial reporting and tax basis of our assets and liabilities. Deferred tax assets are recognized if it is more likely than not those assets will be realized.

We had significant accumulated tax loss carryforward at December 31, 2008. Based on the analysis performed, management believes that we would recover only temporary differences with future taxable income. Therefore, the net operating tax loss carryforward and presumed minimum income tax was more likely than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount as of December 31, 2008.

As of December 31, 2009, based on the analysis performed, we believe that it is more likely than not that it will recover only the net operating tax loss carryforward and the temporary differences, with future taxable income. Therefore, presumed minimum income tax was not more likely than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount as of December 31, 2009.

As of December 31, 2010 based on the analysis performed, we believe that is more likely than not that it will recover the net operating tax loss carryforward, the temporary differences and the presumed minimum income tax, with future taxable income. Among other factors, we considered that as of the date of the issuance of the attached financial statements, the taxable income mainly due to the sales of Government bonds has been consumed the total tax loss carryforward. In addition, according to the taxable income projections, we estimated that the presumed minimum income tax will be utilized during the following years 2011 and 2012. Therefore, no valuation allowance was provided against presumed minimum income tax.

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“Accounting for Uncertainty in Income Taxes”, ASC 740-10 was issued in July 2006 and interprets FASB Statement of Financial Accounting Standards ASC 740-10. ASC 740-10 became effective for us on January 1, 2007 and prescribes a comprehensive model for the recognition, measurement, financial statement presentation and disclosure of uncertain tax positions taken or expected to be taken in a tax return. ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

We classify income tax-related interest and penalties as income taxes in the financial statements. The adoption of this pronouncement had no effect on our overall financial position or results of operations.

Summary

As a result of the above and other differences, our net income and shareholders’ equity under Argentine Banking GAAP and U.S. GAAP for the periods indicated were as follows:

	Net Income (Loss)					Shareholders’ Equity (Deficit)
	Argentine Banking					Argentine Banking
	GAAP		U.S. GAAP			GAAP		U.S. GAAP
	(in millions of Pesos)
Fiscal Year 2010		408.9		2,293.6			2,469.5		2,997.1
Fiscal Year 2009		229.3		770.2			2,052.5		1,236.3
Fiscal Year 2008		176.8		(1,171.0	)		1,845.7		(754.4	)

The significant differences that result between shareholders’ equity under U.S. GAAP and shareholders’ equity under Argentine Banking GAAP primarily reflect that under U.S. GAAP:

• Bonar 2015 Bonds are reflected at market values, with changes from market values at the time of exchange being recognized as other comprehensive income. With the improvement in the Argentine economy, market values have increased, with a favorable influence on our financial position.

• The difference between the consideration transferred for the acquisition of Compañía Financiera Argentna S.A. and Cobranzas y Servicicios S.A. and the fair value of the assets acquired and liabilities assumed was recognized as a gain in earnings on the acquisition date. Instead, under Argentine Banking GAAP, such difference was recorded under Liabilities-Provisions.

Pursuant to the Argentine Central Bank regulations, the negative goodwill has to be charged to Income with regard to the causes that have originated it, not to exceed a 60-month straight-line method amortization.

• The recognition of the Deffered Income Taxes under U.S. GAAP due to the fact that we consider that it is more likely than not that it will recover the net operating tax loss carryforward, the temporary differences and the presumed minimum income tax, with future taxable income. In addition, according to the taxable income projections, we estimated that the presumed minimum income tax will be utilized during the following years 2011 and 2012. Therefore, no valuation allowance was provided against presumed minimum income tax. As of December 31, 2009 we have recorded a valuation allowance against the presumed minimum income tax.

The significant differences that result between net income under U.S. GAAP and net income under Argentine Banking GAAP primarily reflect that under U.S. GAAP:

• The sale of Boden 2012 Bonds and Discount Bonds generated a significant income for U.S. GAAP due to as of December 31, 2009 an unrealized gain was recorded under Other Comprehensive Income.

• The difference between the consideration transferred for the acquisition of Compañía Financiera Argentina and Cobranzas y Servicios S.A. and the fair value of the assets acquired and liabilities assumed was recognized as a gain in earnings on the acquisition date. Instead, under Argentine Banking GAAP, the negative goodwill is charged to Income on a straight-line basis during 60 months.

• The recognition of the Deffered Income Taxes under U.S. GAAP due to the fact that we consider that it is more likely than not that it will recover the net operating tax loss carryforward, the temporary differences and the presumed minimum income tax, with future taxable income. In addition, according to the taxable income projections, we estimated that the presumed minimum income tax will be utilized during the following years 2011 and 2012. Therefore, no valuation allowance was provided against presumed minimum income tax. As of December 31, 2009 we have recorded a valuation allowance against the presumed minimum income tax.

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Results by Segments

Our segment disclosures for the years ended December 31, 2010, 2009 and 2008 are presented on a basis that corresponds with our internal reporting structure, considering the banking business as one single segment that is evaluated regularly by the board of directors of Grupo Financiero Galicia (“the Board of Directors”) in deciding how to allocate resources and in assessing performance of our business.

We measure the performance of each of our business segments primarily in terms of “Net income”, in accordance with the regulatory reporting requirements of the Argentine Central Bank. Net income and other information by segment are based on Argentine Banking GAAP and are consistent with the presentation of our consolidated financial statements.

Our segments are the following:

• Banking: our banking business segment represents Banco Galicia consolidated line by line with Galicia Uruguay, Galicia Cayman and its subsidiaries and the results of other small banking-related subsidiaries.

• Regional Credit Cards: our regional credit cards business segment represents the accounts of Tarjetas Regionales S.A. consolidated with its subsidiaries.

• CFA Personal Loans: the CFA Group’s business segment primarily extends unsecured personal loans to low and middle-income segments of the Argentine population, with Cobranzas & Servicios S.A. and Procesadora Regional S.A. primarily providing processing services to CFA.

• Insurance: our insurance business segment represents the accounts of Sudamericana and its subsidiaries.

• Other Grupo Businesses: this segment includes the results of Net Investment, Galicia Warrants, GV Mandataria and Galval.

Our results by segments are shown in Note 31 to our audited consolidated financial statements. Below is a discussion of our results of operations by segments for the years ended December 31, 2010, December 31, 2009 and December 31, 2008.

Banking

The table below shows the results of our banking business segment.

	As of December 31,
In millions of Pesos, except percentages	2010			2009			2008
Net Financial Income		1,428.0			1,144.2			847.3
Net Income from Services		880.6			727.9			655.0
Net Operating Revenue		2,308.6			1,872.1			1,502.3
Provisions for Loan Losses		307.2			388.7			214.9
Administrative Expenses		1,693.1			1,321.8			1,166.5
Net Operating Income		308.3			161.6			120.9
Income from Equity Investments
Tarjetas Regionales SA		270.5			133.0			76.4
Compañía Financiera Argentina S.A.(*)		133.3			—			—
Sudamericana		4.0			3.4			2.9
Others		13.7			13.1			58.1
Income from Equity Investments		421.5			149.5			137.4
Other Income (Loss)		(260.6	)		(139.3	)		(63.0	)
Net Income		469.1			171.8			195.3
Net Income as a % of Grupo Financiero Galicia’s Net Income		115	%		75	%		110	%
Average Loans		12,818.6			8,959.4			8,707.5
Average Deposits		18,112.0			14,765.9			13,199.0

(*) Includes negative amortization of goodwill.

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This segment recorded Ps.469.1 million net income for the fiscal year ended December 31, 2010, as compared to Ps.171.8 million for the fiscal year ended December 31, 2009, a Ps.297.3 million increase, which in turn was Ps.23.5 million lower than the Ps.195.3 million for the fiscal year ended December 31, 2008.

The increase in the net income for the fiscal year ended December 31, 2010 was mainly attributable to the increase of Ps.436.5 million in its net operating revenue, the Ps.271.9 million increase in income from equity investments and the decrease in provisions for loan losses of Ps.81.5 million, as compared to that of the fiscal year ended December 31, 2009. This increase was partially offset by an increase from the fiscal year ended December 31, 2009 to the fiscal year ended December 31, 2010 in both administrative expenses in the amount of Ps.371.3 million and other losses in the amount of Ps.121.3 million.

Since the third quarter of 2010, 95% of the results of operations of CFA (net of results from transactions not involving third parties) were consolidated with those of the Bank, which during the second half of the fiscal year ended December 31, 2010, amounted to Ps.83.7 million, as well as the Ps.49.6 million profit from the amortization of the negative goodwill stemming from its acquisition. Such negative goodwill amounted to Ps.446.1 million as of December 31, 2010.

Net income from services was Ps.880.6 million for the fiscal year ended December 31, 2010, as compared to Ps.727.9 million for the fiscal year ended December 31, 2009, a 21% increase, which was in turn 11.1% higher than the Ps.655.0 million for the fiscal year ended December 31, 2008. These increases, which were in line with the growth exhibited by the general Argentine financial market, can mainly be attributed to an increase in the volume of transactions together with an increase in the price of certain services.

Provisions for loan losses and other receivables were Ps.307.2 million for the fiscal year ended December 31, 2010, as compared to Ps.388.7 million for the fiscal year ended December 31, 2009, a decrease of Ps.81.5 million. Such provisions for the fiscal year ended December 31, 2009 were Ps.173.8 million higher than those for the fiscal year ended December 31, 2008. The decrease during the fiscal year ended December 31, 2010 was due to the improvement experienced by the loan portfolio within a favorable economic environment, while the increase during the fiscal year ended December 31, 2009 was mainly attributable to the seasoning of the loan portfolio, within an environment of economic deterioration.

Administrative expenses were Ps.1,693.1 million for the fiscal year ended December 31, 2010, as compared to Ps.1,321.8 million for the fiscal year ended December 31, 2009, a 28.1% increase. Such expenses for the fiscal year ended December 31, 2009 were 13.3% higher than the Ps.1,166.5 million for the fiscal year ended December 31, 2008. These increases were mainly attributable to the increase in personnel expenses and in other administrative expenses. For the fiscal years ended December 31, 2010 and 2009, the increases in personnel expenses (salaries, Argentine social security contributions and expenses related to personnel services), as compared to the previous fiscal year, were mainly attributable to wage increases provided to the Bank’s employees. For the fiscal year ended December 31, 2010, the increase in other administrative expenses was mainly attributable to the higher level of activity and to the effect of inflation. For the fiscal year ended December 31, 2009, the increase in other administrative expenses showed a controlled growth, as a result of a successful policy of expense control within the context of an inflationary environment.

Income from equity investments was Ps.421.5 million for the fiscal year ended December 31, 2010, as compared to Ps.149.5 million and Ps.137.4 million for the fiscal years ended December 31, 2009 and 2008, respectively. The increase in income from equity investments for the fiscal year ended December 31, 2010 was mainly attributable to: i) the incorporation in the third quarter of 2010 of 95% of the results of operations of CFA (net of results from transactions not involving third parties) into those of the Bank, which during the second half of the fiscal year ended December 31, 2010 amounted to Ps.83.7 million, and the accrual of negative goodwill generated by the purchase of CFA in the amount of Ps.49.6 million; and ii) the income that resulted from the Bank’s equity investment in Tarjetas Regionales S.A. of Ps.270.5 million. The increase in income from equity investments for the fiscal year ended December 31, 2009 was mainly due to the Bank’s gain from its interest in Tarjetas Regionales S.A. of Ps.133.0 million, while for the fiscal year ended December 31, 2008 it was mainly due to the Bank’s gain from its interest in Tarjetas Regionales S.A. of Ps.76.4 million and the Ps.53.8 million profit from dividends received because of the Bank’s interest in Visa Argentina S.A.

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Miscellaneous net losses were Ps.260.6 million for the fiscal year ended December 31, 2010, as compared to Ps.139.3 million and Ps.63.0 million for the fiscal years ended December 31, 2009 and 2008, respectively. The loss for the fiscal year ended December 31, 2010 was mainly attributable to the amortization of the total amount of deferred losses from amparo claims of Ps.281.0 million. The loss for the fiscal year ended December 31, 2009 was mainly attributable to the amortization of deferred losses from amparo claims of Ps.109.3 million. The increase in amortizations of amparo claims of Ps.69.8 million in 2009, as compared to the fiscal year ended December 31, 2008, is mainly attributable to the fact that, beginning in January of 2009, the Bank began to amortize in 36 monthly installments the amount deferred at December 31, 2008. The loss for the fiscal year ended December 31, 2008 was mainly attributable to the amortization of deferred losses from amparo claims of Ps.39.5 million, together with the provisions set aside for such claims. This effect was partially offset by income related to loan recoveries of Ps.54.6 million and financial income from margin requirements in connection with repurchase agreement transactions of Ps.34.2 million.

Regional Credit Cards

The table below shows the results of our regional credit cards business segment.

	As of December 31,
In millions of Pesos, except percentages	2010			2009			2008
Net Financial Income		503.4			375.5			296.2
Net Income from Services		1,040.1			737.0			571.8
Net Operating Revenue		1,543.5			1,112.5			868.0
Provisions for Loan Losses		199.5			250.8			180.4
Administrative Expenses		905.0			621.9			554.5
Net Operating Income		439.0			239.8			133.1
Other Income (Loss)		101.7			54.9			45.2
Minority Interests		(78.4	)		(32.6	)		(20.6	)
Pre-tax Income		462.3			262.1			157.7
Income Tax Provision		191.8			129.1			81.3
Net Income		270.5			133.0			76.4
Net Income as a % of Grupo Financiero Galicia’s Net Income		66	%		58	%		43	%
Average Loans		3,341.8			2,402.5			2,105.0

In fiscal year 2010, the business segment of the Regional Credit Card Companies recorded net income of Ps.270.5 million, as compared to Ps.133.0 million for the fiscal year ended December 31, 2009, a 103.4% increase. The net income for the fiscal year ended December 31, 2009 was 74.1% higher than that of the fiscal year ended December 31, 2008, which amounted to Ps.76.4 million.

Beginning in the third quarter of 2010, 5% of the results of operations of CFA were consolidated with those of the Regional Credit Card Companies along with the accrual of negative goodwill generated by the acquisition of CFA.

The increase in income corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2010 was mainly attributable to: i) net operating revenue of Ps.431.0 million, ii) a decrease in loan loss provisions of Ps.51.3 million and iii) an increase in other income of Ps.46.8 million. This increase was partially offset by an increase in administrative expenses of Ps.283.1 million and an increase in income tax provision of Ps.62.7 million.

The increase in income corresponding to the Regional Credit Card Companies for the fiscal year ended December 31, 2009 was mainly attributable to the increase in net operating revenues of Ps.244.5 million, which was higher than the increase in the provisions for loan losses of Ps.70.4 million and the increase in administrative expenses of Ps.67.4 million.

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The Regional Credit Card Companies experienced growth in the following key indicators during the fiscal year ended December 31, 2010, as compared to the fiscal year ended December 31, 2009:

• average statements issued: 11.7% growth between December 31, 2010 and December 31, 2009, reaching an annual average of 2.2 million customers;

• increase in retail sales: 43%, from Ps.9,311 million as of December 31, 2009 to Ps.13,317 million as of December 31, 2010;

• increase in loan portfolio (including managed portfolio): 44.2%, amounting to Ps.6,940 million during the fiscal year ended December 31, 2010;

• increase in the number of purchase transactions: 17.3%, reaching 90.7 million during the fiscal year ended December 31, 2010; and

• increase in the size of the distribution network: 11%, reaching a total of 231 service centers as of December 31, 2010.

Tarjeta Naranja opened five locations in Greater Buenos Aires and opened its first branch in the Autonomous City of Buenos Aires. In addition, Tarjetas del Mar launched, together with Supermercados La Anónima, the credit card “La Anónima” distributed by 48 service centers in La Anónima’s stores. The Regional Credit Card Companies employed 5,008 employees as of December 31, 2010, which represents a 27% increase over the employee total for the fiscal year ended December 31, 2009.

During the fiscal year ended December 31, 2009, the Regional Credit Card Companies experienced growth in the following key indicators as compared to the fiscal year ended December 31, 2008:

• average statements issued: 6.6%, reaching 1.85 million on annual average;

• loan portfolio (including managed portfolio): 3.8%, amounting to Ps.3,376 million at year-end;

• turnover: 20%, reaching Ps.9,061 million on an annual basis;

• number of purchase transactions: 10.5%, reaching 74.7 million during the year;

• the size of the distribution network remained unchanged: 209 service centers; and

• the number of personnel remained almost unchanged, reaching 3,936 employees as of December 31, 2009.

The decrease in the Regional Credit Card Companies’ provisions for loan losses from Ps.250.8 million for the fiscal year ended December 31, 2009 to Ps.199.5 million for the fiscal year ended December 31, 2010 was mainly attributable to the improvements in the credit card sector (due to the application of higher creditworthiness standards to potential customers) and increased rates of collection (due to technological and organizational advances), in the context of a more favorable economic environment. In the fiscal year ended December 31, 2009, the higher provisions for loan losses and other receivables were mainly related to the advanced maturity of the credit card companies’ loan portfolios.

The increases in administrative expenses in fiscal years ended December 31, 2010 and 2009 were mainly attributable to the increased level of activity among the Regional Credit Card Companies, increased inflation and geographical expansion.

In fiscal years 2010 and 2009, miscellaneous net income mainly reflected loans recovered.

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CFA Personal Loans

The table below sets forth the results of operations of the CFA Group’s personal loans business segment:

	As of December 31,
In millions of Pesos, except percentages	2010(*)
Net Financial Income		282.0
Net Income from Services		25.9
Net Operating Revenue		307.9
Provisions for Loan Losses		44.8
Administrative Expenses		159.2
Net Operating Income		103.9
Other Income (Loss)		37.5
Pre-tax Income		141.4
Income Tax Provision		51.2
Net Income		90.2
Net Income as a % of Grupo Financiero Galicia’s Net Income		22	%
Average Loans		640.4
Average Deposits		116.5

(*) Results of operations correspond to the second half of the fiscal year ended December 31, 2010, subsequent to the Bank’s acquisition of CFA Group.

On June 24, 2010, Banco Galicia acquired 95% of the outstanding stock of the CFA Group; the remaining 5% was acquired by Tarjetas Regionales S.A.

The most significant entity in the CFA Group, in terms of revenue generation, is CFA, a leading non-bank financial institution that engages in retail lending and focuses on the area of unsecured personal loans and consumer credit cards within Argentina.

CFA customers are characterized by a limited relationship with traditional banks and a desire for quick and easy access to credit. CFA’s customers usually belong to the lower and middle-class sectors of the Argentine economy. “Efectivo Sí,” the leading brand of CFA, has an especially strong presence in Greater Buenos Aires.

As of December 31, 2010, CFA had 470,000 clients, 1,160 employees, 59 branches and 36 customer service centers located throughout Argentina. It had net loans to the private sector of Ps.1,192.8 million and a net worth of Ps.768.7 million.

Net income for the second half of 2010 amounted to Ps.90.2 million, as a consequence of net operating revenues of Ps.307.9 million and other income of Ps.37.5 million, respectively. These results were partially offset by losses arising from: i) administrative expenses of Ps.159.2 million; ii) loan loss provisions of Ps.44.8 million; and iii) income tax provision of Ps.51.2 million.

Insurance

The table below shows the results of our insurance business segment.

	As of September 30,
In millions of Pesos, except percentages	2010			2009			2008
Net Financial Income		28.7			28.5			20.2
Net Operating Revenue		28.7			28.5			20.2
Administrative Expenses		56.2			42.9			30.0
Net Operating Income		(27.5	)		(14.4	)		(9.8	)
Other Income (Loss)		75.1			55.3			43.5
Pre-tax Income		47.6			40.9			33.7
Income Tax Provision		16.3			14.1			11.1
Net Income		31.3			26.8			22.6
Net Income as a % of Grupo Financiero Galicia’s Net Income		8	%		12	%		13	%

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The accounting rules of the Argentine Central Bank establish that the accounts of non-homogeneous activities must be included under “Other Income/Loss”, therefore the income statement of Sudamericana was reclassified and that is why, in the table above, its main accounts (earned premiums, claims, acquisition costs, etc.) are included in such item. The results of this segment mainly represent the results of Galicia Seguros. For consolidation purposes, we have used Sudamericana’s consolidated financial statements as of September 30 of each year.

In the twelve-month period ended September 30, 2010, the insurance segment recorded Ps.31.3 million in net income. In the same period, Galicia Seguros recorded gains of Ps.29.1 million. This segment’s net income was mainly due to: (i) Ps.360.6 million of earned premiums, claims of Ps.53.3 million, and acquisition costs of Ps.144.3 million, (ii) net financial income of Ps.28.7 million, and (iii) administrative expenses amounting to Ps.56.2 million, of which approximately 37% corresponded to personnel expenses. Earned premiums for the twelve months ended September 30, 2010 were Ps.51.1 million greater than in the same period of 2009, representing a 16% increase.

In the twelve-month period ended September 30, 2009, the insurance segment recorded Ps.26.8 million in net income. In the same period, Galicia Seguros recorded gains of Ps.24.4 million. This segment’s net income was mainly due to: (i) Ps.309.5 million of earned premiums, claims of Ps.40.7 million, and acquisition costs of Ps.114.3 million, (ii) net financial income of Ps.28.5 million, and (iii) administrative expenses amounting to Ps.42.9 million, of which approximately 36% corresponded to personnel expenses. Earned premiums for the twelve months ended September 30, 2009 were Ps.83.5 million greater than in the same period of 2008, representing a 37% increase.

In the twelve-month period ended September 30, 2008, the insurance segment recorded Ps.22.6 million in net income. In the same period, Galicia Seguros recorded gains of Ps.20.7 million. This segment’s net income was mainly due to: (i) Ps.221.4 million of earned premiums and additional fees, claims for Ps.22.1 million, and acquisition costs of Ps.90.2 million; (ii) net financial income of Ps.20.2 million, and (iii) administrative expenses amounting to Ps.30.0 million, of which approximately 41% corresponded to personnel expenses.

During the three fiscal years, the company’s growths in premiums earned were mainly the result of Galicia Seguros’ performance through group life insurance, home insurance and accidental, death and dismemberment insurance sold through Banco Galicia and the Regional Credit Card Companies. The sales call center (customer contact center) helped to achieve such growths.

During 2010, 2009 and 2008, acquisition costs grew following the increases in underwritten premiums, while increases in administrative expenses were mainly due to the fact that a part of the value added tax is recorded at cost (certain life insurance products are exempt from such tax but the fees paid to the brokers and other expenses related thereto are subject to such tax) and to the salary increases and increases in other expenses within an inflationary context. It is important to note that during the three years the claims ratio have remained at practically the same level.

Other Grupo Businesses

This segment includes the results of Net Investment, Galicia Warrants, Galval and GV Mandataria. In fiscal year 2010, the segment recorded Ps.2.0 million in net loss, compared to Ps.2.3 million in net income in fiscal year 2009 and Ps.0.1 million in fiscal year 2008. In fiscal year 2010, this segment’s results were attributable to the net loss of Galicia Warrants and Net Investment of Ps.4.0 million and Ps.0.1 million, respectively, partially offset by a Ps.2.0 million and Ps.0.1 million attributable to Galicia Warrants’s and GV Mandataria’s net income, respectively. In fiscal year 2009, this segment’s results were attributable to the net income of Galicia Warrants and GV Mandataria of Ps.7.7 million and Ps.0.1 million, respectively, partially offset by losses of Ps.4.7 million and Ps.0.8 million corresponding to Galval and Net Investment, respectively.

In fiscal year 2008, this segment’s results were attributable to Galicia Warrant’s net income of Ps.2.4 million, partially offset by a Ps.1.2 million, Ps.1.1 million and Ps.0.02 million losses of Net Investment, Galval and GV Mandataria, respectively.

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Consolidated Assets

The structure and main components of our consolidated assets as of the dates indicated were as follows:

	As of December 31,
	2010				2009				2008
	Amounts		%		Amounts		%		Amounts		%
	(in millions of Pesos, except percentages)
Cash and Due from Banks		5,645.6		15.8		3,696.3		13.4		3,405.1		13.8
Government and Corporate Securities		2,278.0		6.4		3,920.4		14.2		1,531.9		6.2
Loans		21,353.8		59.8		13,477.9		48.8		11,774.6		47.6
Other Assets		6,430.7		18.0		6,507.8		23.6		8,024.2		32.4
Total		35,708.1		100.0		27,602.4		100.0		24,735.8		100.0

Of our Ps.35,708.1 million total assets as of December 31, 2010, Ps.35,298.9 million, equivalent to 98.9% of the total, corresponded to Banco Galicia on a consolidated basis. The remaining 1.1% was attributable mainly to Sudamericana on a consolidated basis (Ps.293.9 million). The composition of our assets shows an increase in the participation of the line items “Loans” and “Cash and Due from Banks”, to the detriment of “Government and Corporate Securities” and “Other Assets”.

The item “Cash and Due from Banks” included cash for Ps.1,489.4 million, balances held at the Argentine Central Bank for Ps.3,932.3 million and balances held in correspondent banks for Ps.223.9 million. The balance held at the Argentine Central Bank and part of the cash are computable for meeting the minimum cash requirements set by the Argentine Central Bank.

Our holdings of government and corporate securities as of December 31, 2010 amounted to Ps.2,278.0 million, of which Ps.2,267.7 million were government securities. Our holdings of government and corporate securities are shown in more detail in Item 4. “Information on the Company-Selected Statistical Information-Government and Corporate Securities”.

Our total net loans amounted to Ps.21,353.8 million, of which Ps.21,333.7 million corresponded to Banco Galicia (including the Regional Credit Card Companies’ portfolios) and the remaining amount to secured loans held by Sudamericana. For more information on Banco Galicia’s loan portfolio, see Item 4. “Information on the Company-Selected Statistical Information-Loan Portfolio”.

• The “Other Assets” item mainly includes the following items recorded on our balance sheet under “Other Receivables Resulting from Financial Brokerage”, unless otherwise noted: Ps.1,483.6 million recorded under “Bank Premises and Equipment”, “Miscellaneous Assets” and “Intangible Assets”.

• Ps.521.9 million corresponding to our holdings of debt securities and participation certificates issued by the Galtrust I Financial Trust, resulting from the securitization of loans to the provincial public sector in late 2000.

• Ps.508.4 million of forward purchases of Bonar 2015 Bonds in connection with repurchase agreement transactions (including the corresponding security margins recorded as “Miscellaneous Receivables” in the balance sheet).

• Ps.428.1 million corresponding to “Assets under Financial Leases”.

• Ps.399.4 million of forward purchases in connection with repurchase agreement transactions.

• Ps.395.7 million corresponding to the minimum presumed income tax recorded under “Miscellaneous Receivables”.

• Ps.379.6 million corresponding to balances deposited at the Argentine Central Bank as guarantees in favor of clearing houses.

• Ps.271.7 million corresponding to participation certificates in, and debt securities of, different financial trusts, created by Banco Galicia or by third parties.

• Ps.168.5 million corresponding to holdings of the participation certificate in, and debt securities of, the special fund (referred to as “Special Fund Former Almafuerte Bank”) jointly formed by Banco Galicia with other private-sector banks in order to facilitate the recovery of the assets of former Almafuerte Bank.

• Ps.52.9 million corresponding to equity investments.

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The “Other Assets” item decreased 1.2% as compared to fiscal year 2009, mainly as a consequence of: a) the write off of deferred losses in connection with amparo claims (which as of December 31, 2009 amounted to Ps.259.1 million) fully amortized during 2010; b) a decrease of Ps.62.7 million corresponding to our holdings in debt securities and participation certificates issued by Galtrust I Financial Trust because we recorded certain reserves to adjust the equity method used to account for the residual interest in the trust, at its fair value; c) a decrease of Ps.260.2 million corresponding to holdings of the participation certificates in, and debt securities of, the special fund Almafuerte, as a consequence of the fact that the outstanding balance of Class “A” participation certificates was fully paid and the special fund’s balance was partially paid and d) an increase of Ps.88.9 million in assets under financial leases originated in the increase of the volume operated.

Exposure to the Argentine Public Sector

The following table shows our total net exposure to the Argentine public sector as of December 31, 2010, 2009 and 2008. This exposure mainly consisted of exposure of Banco Galicia.

	As of December 31,
	2010		2009		2008
	(in millions of Pesos)
Net Position in Government Securities		3,111.7		4,933.0		3,645.3
Trading and Investment Accounts		2,469.6		1,810.5		627.6
Boden 2012 Bonds		—		1,906.9		2,350.8
Nobac 2010		—		269.9		—
Bonar 2015 Bonds		642.1		323.7		—
Discount Bonds in Pesos and GDP-Linked Negotiable Securities		—		622.0		666.9
Loans		24.6		25.4		1,480.7
Financial Sector		—		—		107.1
Secured Loans and Others		24.6		25.4		1,373.6
Other Receivables Resulting from Financial Brokerage		808.2		924.6		928.3
Trusts’ Certificates of Participation and Securities		807.0		923.7		927.5
Other		1.2		0.9		0.8
Total Assets (1)		3,944.5		5,883.0		6,054.3

(1) Does not include deposits with the Argentine Central Bank, which constitute one of the items by which Banco Galicia complies with the Argentine Central Bank’s minimum cash requirements.

As of December 31, 2010, our total exposure to the public sector amounted to Ps.3,944.5 million. The decrease as compared to the previous fiscal year was mainly attributable to the sale of Banco Galicia’s holdings of Boden 2012 Bonds and Discount Bonds.

Excluding Banco Galicia’s holding of debt securities issued by the Argentine Central Bank (Ps.2,393.0 million, Ps.1,953.7 million and Ps.583.8 million, for fiscal years 2010, 2009 and 2008, respectively), net exposure to the non-financial public sector decreased by Ps.2,377.8 million compared to 2009 and by Ps.3,919.0 million compared to 2008, which represents decreases of 60.5% and 71.6%, respectively.

As of December 31, 2009, our total exposure to the public sector amounted to Ps.5,883 million. The decrease as compared to the previous fiscal year was mainly due to the sale of part of the public sector assets portfolio received from the exchange of Secured Loans carried out by the end of January, 2009 and to the sale in June 2009 of the 15^th interest and amortization coupon of Boden 2012 Bonds due in August 2009. Likewise, but with lower impact, it was due to the fact of having received assets issued by the Argentine Central Bank during said exchange.

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Securitization of Assets

In the normal course of business, our operating subsidiaries (Banco Galicia and the Regional Credit Card Companies) use the securitization of assets as a source of funding. The securitization of assets basically involves a company transferring assets to a trust and the trust funding the purchase by issuing securities that are sold to third parties. A trust is a special-purpose entity, not an operating entity; typically, a trust is set up for the single purpose of completing the securitization transaction, has a limited life and no employees. Trust securities can be publicly offered, which is the case in those financial trusts in which Banco Galicia or the Regional Credit Card Companies acted as trustor. See Note 30 to our audited financial statements for a description of the outstanding trusts as of December 31, 2010.

During 2010, we didn’t generate funds through the securitization and sale of on-balance sheet and off-balance sheet loans of Banco Galicia and the Regional Credit Card Companies, while in 2009 and 2008 we generated funds through the securitization and sale of on-balance sheet and off-balance sheet loans of Banco Galicia and the Regional Credit Card Companies, for aggregate amounts of Ps.40 million and Ps.644.3 million, respectively. No gains or losses were recognized in the sale of these loans. As a result of these securitizations, we retained certain interests in those trusts through senior debt securities and certificates of participation in the amount of Ps.14.5 million in fiscal year 2009 and Ps.101.1 million in fiscal year 2008.

Funding

Banco Galicia’s and the Regional Credit Card Companies’ lending activities are our main asset-generating businesses. Accordingly, most of our borrowing and liquidity needs are associated with these activities. We also have liquidity needs at the level of our holding company, which are discussed in Item 5. “Operating and Financial Review and Prospects-Item 5.B. “Liquidity and Capital Resources-Liquidity-Holding Company on an Individual Basis”. Our objective is to maintain cost-effective and well diversified funding to support current and future asset growth in our businesses. For this, we rely on diverse sources of funding and have also engaged in a process of reducing Banco Galicia’s high cost liabilities incurred as a consequence of the 2001-2002 crisis. The use and availability of funding sources depends on market conditions, both local and foreign, and prevailing interest rates. Market conditions in Argentina include a structurally limited availability of domestic long-term funding.

Our funding activities and liquidity planning are integrated into our asset and liability management and our financial risks management and policies. The liquidity policy of Banco Galicia, our main subsidiary, is described in Item 5. “Operating and Financial Review and Prospects-Item 5.B. “Liquidity and Capital Resources-Banco Galicia’s Liquidity Management” and our other financial risk policies, including interest rate, currency and market risks are described in Item 11. “Quantitative and Qualitative Disclosures about Market Risk”. Our funding sources are discussed below.

Traditionally, our primary source of funding has been Banco Galicia’s deposit taking activity. Although Banco Galicia has access to Argentine Central Bank financing, management does not view this as a primary source of funding in line with our overall strategies discussed herein.

Other important sources of funding have traditionally included issuing Dollar-denominated medium and long-term debt securities issued in foreign capital markets and borrowing from international banks and multilateral credit agencies. After the restructuring of its foreign debt in May 2004 and until the US$300 million bond issuance in May 2011, Banco Galicia had not relied on the issuance of new debt securities, and entered into three long term loan agreements with the International Finance Corporation (“IFC”) in 2005, 2007 and 2010 for US$130 million, with the purpose of funding long-term loans to SMEs. In addition, Banco Galicia entered into a long-term loan agreement with Netherlands Financierings-Moatschappy Voor Ont Wikkelingslanden N.V. (“FMO”) on December 17, 2010 for US$20.0 million and a long-term loan agreement with the Inter-American Development Bank (“IDB”) on February 15, 2011 for US$30.0 million.

The Regional Credit Card Companies and CFA issue debt securities in the local and foreign capital markets.

Selling government securities under repurchase agreement transactions has been another recurrent source of funding for Banco Galicia. In 2010, the repurchase transactions of government securities increased Ps.187.0 million (principal and interest) and in 2009 decreased Ps.373.1 million (principal and interest). Within its liquidity policy, Banco Galicia considers its unencumbered liquid government securities holdings as part of its available excess liquidity. See Item 5. “Operating and Financial Review and Prospects”-Item 5.B. “Liquidity and Capital Resources-Banco Galicia’s Liquidity Management”.

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Historically (prior to 2009 and 2010), the securitization of assets in the local market has also been a significant and growing source of medium-term funding, for up to approximately four years for Banco Galicia, while for the Regional Credit Card companies the terms are shorter (approximately two years). In fiscal year 2008, the securitization of loans generated funds of Ps.261.5 million from the securitization of loans granted by Banco Galicia on an individual basis, and of Ps.382.8 million from the securitization of the Regional Credit Card Companies’ loan portfolios. See “-Securitization of Assets”.

The Regional Credit Card Companies fund their business through the issuance of debt securities in the local and international capital markets, borrowing from local financial institutions, asset securitization and debt with merchants generated in the ordinary course of business of any credit card issuing company. In 2010, the Regional Credit Card Companies issued securities in an amount equal to Ps.504.6 million.

Below is a breakdown of our funding as of the dates indicated:

	December 31,
	2010				2009				2008
	Amounts		%		Amounts		%		Amounts		%
	(in millions of Pesos, except percentages)
Deposits		22,222.8		62.2		17,039.4		61.7		14,056.1		56.8
Current Accounts and Other Demand Deposits		5,565.7		15.6		3,719.1		13.5		3,105.4		12.6
Savings Accounts		6,362.0		17.8		4,994.7		18.1		4,035.0		16.3
Time Deposits		9,724.9		27.2		7,954.8		28.8		6,548.1		26.5
Other Deposits		463.2		1.3		248.7		0.9		263.2		1.1
Accrued Interest, Quotation Differences and CER Adjustment		107.0		0.3		122.1		0.4		104.5		0.4
Debt with Financial Institutions (1)		2,114.5		5.9		1,480.1		5.4		2,172.9		8.8
Domestic Financial Institutions		668.3		1.9		322.3		1.2		248.6		1.0
International Banks and Credit Agencies		649.5		1.8		548.1		2.0		941.5		3.8
Repurchases		796.7		2.2		609.7		2.2		982.8		4.0
Negotiable Obligations (Unsubordinated and Subordinated) (1)		2,041.7		5.7		2,716.6		9.8		2,932.5		11.9
Other obligations		6,859.6		19.2		4,314.0		15.6		3,728.6		15.0
Shareholders’ Equity		2,469.5		6.9		2,052.5		7.4		1,845.7		7.5
Total Funding		35,708.1		100.0		27,602.6		100.0		24,735.8		100.0

(1) Includes accrued interest, quotation differences, and CER adjustment where applicable.

As of December 31, 2010, deposits represented 62.2% of our funding, up from 61.7% as of December 31, 2009 and up from 56.8% as of December 31, 2008. Our deposit base has increased 30.4% in 2010 and 21.2% in 2009. In 2010, the increase in deposits of Ps.5,183.4 million was due to the increase in transactional deposits (deposits in current and savings accounts) and time deposits. The increase in 2009 was also the result of an increase in transactional deposits and time deposits. All of the growth was due to deposits received by Banco Galicia’s Argentine operations. For more information on deposits, see Item 4. “Information on the Company-Selected Statistical Information-Deposits”.

As of December 31, 2010, credit lines from international banks and credit agencies representing Dollar-denominated debt subject to foreign law amounted to Ps.649.5 million. Of this total, Ps.410.6 million corresponded to trade loans and Ps.230.7 million corresponded to an IFC loan granted to Banco Galicia in 2005 which increased at the end of 2010 with the signing of a new agreement. Credit lines from international banks and credit agencies increased to Ps.649.5 million at the end of 2010 from Ps.548.1 million as of December 31, 2009. The increase was mainly due to the increase in trade loans.

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Our debt securities outstanding amounted to Ps.2,041.7 million (principal and interest) as of December 31, 2010, as compared to Ps.2,716.6 million as of December 31, 2009, and Ps.2,932.5 million as of December 31, 2008. Of our debt securities outstanding at the end of fiscal year 2010, Ps.1,700.0 million (only principal) corresponded to Dollar-denominated debt subject to foreign law and Ps.264.9 million (only principal) corresponded to Peso-denominated debt of the Regional Credit Card Companies structured as negotiable obligations. As of December 31, 2010, the breakdown of our Dollar-denominated debt was as follows:

• Ps.1,188.8 million of 2019 Notes, issued in 2004 and corresponding to new debt of Banco Galicia resulting from the foreign debt restructuring completed in May of said year.

• Ps.147.3 million of class XII negotiable obligations, maturing in 2011, issued by Tarjeta Naranja S.A.

• Ps.58.0 million of class IX series II negotiable obligations, in 2011, issued by Tarjeta Naranja S.A.

• Ps.79.8 million of series XXII negotiable obligations, maturing in 2011, issued by Tarjetas Cuyanas S.A.

• Ps.70.5 million and Ps.106.8 million of class II series II and III negotiable obligations, respectively, maturing in 2012 and 2013, issued by Grupo Financiero Galicia.

• Ps.42.1 million of class I series II negotiable obligations, maturing in 2011, issued by Grupo Financiero Galicia.

• Ps.6.7 million of past due foreign debt included in Banco Galicia’s 2004 debt restructuring, the holders of which did not participate in such restructuring.

The decrease in our debt securities outstanding as of December 31, 2010 from the amount as of December 31, 2009 was mainly the consequence of the following: i) the payment of the last principal installment for the 2010 Notes of 12.5%, for a total of US$34.2 million and ii) the cancellation in advance of 2014 Notes for US$194.6 million.

The decrease in our debt securities outstanding as of December 31, 2009 from the amount as of December 31, 2008 was mainly the consequence of the following: i) the payment of two principal installments for the 2010 Notes of 12.5% each, for a total of US$68.4 million, ii) the cancellation in advance of 2014 Notes for US$77.3 million, which were acquired in market transactions carried out during the fiscal year, (iii) the full amortization of Galicia Uruguay’s restructured debt structured as negotiable obligations by US$16.1 million and (iv) the issuance of Ps.125.8 million and Ps.40.3 million of series I and series II negotiable obligations, respectively, by Grupo Financiero Galicia.

For more information see “-Contractual Obligations” below.

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Ratings

The following are our ratings as of the date of this annual report:

LOCAL RATINGS

	Standard &		Evaluadora
	Poor’s	Fitch Argentina	Latinoamericana	Moody’s
Grupo Financiero Galicia S.A.
Rating of Shares	1
Short-/Medium Term Debt (1)			AA-
Banco de Galicia y Buenos Aires S.A.
Counterparty Rating	raAA-
Long-Term Debt (2) (3)	raAA-			Aa3.ar
Subordinated Debt (2) (4)	raA+		A+	Aa3.ar
Deposits (Long Term / Short Term)	raAA- / raA-1+
Deposits (Local Currency / Foreign Currency)				Aa2.ar / Ba1.ar
Trustee				TQ1(-).ar
Tarjeta Naranja S.A.
Medium-/Long-Term Debt (2) (5)		AA(arg)
Short-Term Debt (2) (6)		A1+(arg)
Tarjetas Cuyanas S.A.
Long-Term Debt (2) (7)		AA-(arg)
Short-Term Debt (2) (8)		A1(arg)
CFA S.A.
Long-Term Debt (9)		AA-(arg)		Aa2.ar
Short-Term Debt (10)		A1(arg)		Aa2.ar
Deposits (Local Currency / Foreign Currency)				Aa2.ar / Ba1.ar
INTERNATIONAL RATINGS
Banco de Galicia y Buenos Aires S.A.
Long-Term Debt (2) (3)	B			B2
Tarjeta Naranja S.A.
Medium-/Long-Term Debt (2) (11)		B
Tarjetas Cuyanas S.A.
Long-Term Debt (2) (12)		B

(1)	Class I series II, class II series II and class II series III negotiable obligations.
(2)	See “-Contractual Obligations”.
(3)	Class I negotiable obligations.
(4)	Subordinated Negotiable Obligations Due in 2019.
(5)	Class IV, class IX series II, class XII and class XIII negotiable obligations.
(6)	Class XI negotiable obligations.
(7)	Class I series II, class III and series XVIII negotiable obligations.
(8)	Class II and class IV negotiable obligations.
(9)	Class III series II negotiable obligations.
(10)	Class III series I negotiable obligations.
(11)	Class IV, class XII and class XIII negotiable obligations.
(12)	Class XVIII negotiable obligations.

Debt Programs

On March 9, 2009, our shareholders, during the ordinary shareholders’ meeting, and the Board of Directors created a global short-, medium- and long-term negotiable obligations program, for a maximum outstanding amount of US$60 million. This program was authorized pursuant to Resolution No. 16,113 of April 29, 2009 of the CNV. On March 16, 2009 and on April 24, 2009, the Board of Directors approved the terms and conditions of the issuance of the class I, series I and series II negotiable obligations.

Within the program, on June 4, 2009 Grupo Financiero Galicia issued two series of bonds for a total amount of US$45 million, with the following characteristics: (i) US$34.4 million of non-interest bearing class I, series I negotiable obligations, due on May 30, 2010, this bond was issued at a price of 92.68/100 and with a yield of 8%; and (ii) US$10.6 million of 12.5% class I, series II negotiable obligations, due on May 25, 2011, this bond was issued at a price of 103.48/100 with a yield of 10.5%. Interest is payable on the notes described in (ii) semiannually.

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On April 14, 2010, our shareholders held an ordinary and extraordinary shareholders’ meeting during which they approved an increase of US$40 million in the amount of the global program of simple short-, medium- and/or long- term negotiable obligations. Therefore, the maximum amount of the program, which was originally set at US$60 million or its equivalent in any other currency, was increased to US$100 million or its equivalent in any other currency.

Moreover, during fiscal year 2010, Grupo Financiero Galicia repaid, upon maturity, its class I, series I negotiable obligations, for US$34.4 million and made an offer of negotiable obligations for a face value of US$45 million. The subscription period ended on June 4, 2010; negotiable obligations were fully subscribed and Grupo Financiero Galicia decided not to issue series I, which was planned to be issued at a discount. The cut-off rate for series II was 101.82%, for a face value of US$18.1 million, equivalent to a 7% annual yield. As regards series III, the cut-off rate was 101.28%, for a face value of US$26.9 million, equivalent to an 8.5% annual yield.

On June 8, 2010 Grupo Financiero Galicia issued two series of bonds for a total amount of US$45 million, with the following characteristics: (i) US$18.14 million of 8% class II, series II negotiable obligations, due in 2012, issued at a price of 101.82/100, with a yield of 7% and (ii) US$26.86 million of 9% class II, series III negotiable obligations due in 2013, issued at a price of 101.28/100, with a yield of 8.5%. Interest is payable semiannually.

During 2011, Grupo Financiero Galicia repaid, upon maturity, the class I, series II negotiable obligations for US$10.6 million.

Banco Galicia has a program outstanding for the issuance and re-issuance of non-convertible negotiable obligations, subordinated or non-subordinated, adjustable or non-adjustable, secured or unsecured, with a term from 30 days to up to the current permitted maximum (30 years), for a maximum outstanding face value during the period of such program of up to US$342.5 million. This program was approved by the CNV on November 4, 2005 and the extension of the program was approved by the CNV pursuant to Resolution No. 16,454, dated November 11, 2010. The term of the program is for five years commencing on the date of approval of the extension by the CNV. On May 4, 2011 Banco Galicia issued 8.75% class I notes due 2018 in the aggregate principal amount of US$300.0 million under this program. These notes are subject to a number of significant covenants, which are subject to important qualifications and exceptions, that, among other things, restrict the ability of (i) Banco Galicia and certain of its subsidiaries to directly or indirectly, create, incur, assume or suffer to exist liens upon its present or future assets to secure any indebtedness and (ii) Banco Galicia to merge, consolidate or amalgamate with or into, or convey or transfer or lease all or substantially all of its properties and assets, whether in one transaction or a series of related transactions.

Tarjeta Naranja S.A. has a program outstanding with the same characteristics, for a maximum outstanding face value during the period of such program of up to US$350 million. The program was approved by the CNV on November 16, 2007. As of December 31, 2010, debt for a principal amount outstanding of US$94.6 million had been issued under the program. Tarjeta Naranja S.A.’s program contains certain restrictions on liens, subject to the provisions established in the applicable pricing supplement with respect to each class and/or series of negotiable obligations, so long as any note issued under such program remains outstanding. Certain notes issued under Tarjeta Naranja S.A.’s program are subject to covenants that limit the ability of Tarjeta Naranja S.A. and certain of its subsidiaries, subject to important qualifications and exceptions, to pay dividends on its capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness, make certain restricted payments, and consolidate, merge or transfer assets, among others.

Tarjetas Cuyanas S.A. has a program outstanding with the same characteristics, for a maximum outstanding face value during the period of such program of up to US$80 million. The CNV approved the program on May 2, 2007 and approved the increase of its maximum outstanding face value to up to US$120 million on May 18, 2010. As of December 31, 2010, debt for a principal amount outstanding of US$45.1 million had been issued under this program.

CFA has a program outstanding for the issuance of ordinary short, medium or long term, secured or unsecured, subordinated or non-subordinated, negotiable obligations, for a maximum outstanding face value during the period of such program of up to Ps.200 million. The CNV approved this program on August 3, 2006, and approved the increase of its maximum outstanding face value to up to Ps.500 million on March 19, 2008. As of December 31, 2010, there was no outstanding debt issued under CFA’s program. On January 27, 2011 the CNV approved an extension of the program and approved the increase of its maximum outstanding face value to up to US$250 million. On March 28, 2011 CFA issued debt in the aggregate principal amount of Ps.100 million under its program. See “-Significant Changes”.

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Contractual Obligations

The table below identifies the principal amounts of our main on balance-sheet contractual obligations, their currency of denomination, remaining maturity and interest rate and the breakdown of payments due, as of December 31, 2010.

			Annual			Less than		1 to 3		3 to 5		Over 5
	Maturity		Interest Rate	Total		1 Year		Years		Years		Years
Grupo Financiero Galicia
Negotiable Obligations Series II Due 2011 (US$)		2011	12.50%		42.8		42.8		—		—		—
Negotiable Obligations Class II Series II Due 2012 (US$)		2012	8.00%		71.2		0.7		70.5		—		—
Negotiable Obligations Class II Series III Due 2013 (US$)		2013	9.00%		107.5		0.7		106.8		—		—
Banco Galicia
Deposits
Time Deposits (Pesos/US$)	Various		Various		9,862.1		9,826.8		35.0		0.2		0.1
Bonds
2019 Notes (US$) (1) (2)		2019	11.00%		1,253.0		—		—		—		1,253.0
9% Notes Due 2003 (US$) (3)		2003	9.00%		12.2		12.2		—		—		—
Loans
Floating Rate Loans Due 2019 (US$) (1) (4)		2019	Libor + 578 bp		8.5		—		—		—		8.5
IFC Financial Loans (US$)	Various		Libor + 350 bp		230.6		68.7		120.9		41.0		—
Other Financial Loans (US$) (5)		2010	Various		410.0		410.0		—		—		—
IDB Financial Loans (Pesos)	Various		Various		54.9		12.0		21.4		12.6		8.9
Fontar Financial Loans (Pesos)	Various		Various		47.7		14.7		20.1		8.9		4.0
BICE Financial Loans (Pesos)	Various		Various		10.2		2.7		4.6		2.9		—
BICE Financial Loans (US$)	Various		Various		13.7		2.9		5.5		5.3		—
Repurchases (Pesos) (6)		2010	Various		359.1		359.1		—		—		—
Repurchases (US$) (6)		2010	Various		437.7		40.1		397.6		—		—
Tarjetas Regionales S.A.
Financial Loans with Local Banks (Pesos)	Various		Various		376.5		190.4		186.1		—		—
Negotiable Obligations (Pesos/US$)	Various		Various		552.5		543.7		8.8		—		—
CFA
Local Financing (Pesos)	Various		Various		212.5		137.5		75.0		—		—
Total					4,200.6		1,838.2		1,017.3		70.7		1,274.4

Principal and interest. Includes the CER adjustment, where applicable.

(1)	Issued in 2004 as part of the restructuring of the foreign debt of Banco Galicia’s Head Office and its Cayman Branch.
(2)	Subordinated Notes Due 2019: Interest paid in cash: 6% per annum from January 1, 2004 until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. Unless the notes are previously redeemed, the annual interest rate will increase to 11% per annum from that date until (but not including) January 1, 2019. Interest paid in additional subordinated negotiable obligations due 2019: 5% per annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal amortizes in full on January 1, 2019, unless the notes are previously redeemed at par plus accrued but unpaid interest, in whole or in part, at Banco Galicia’s option, at any time after the 2010 Notes and the 2014 Notes have been repaid in full and, otherwise, in accordance with the terms of the agreements governing such notes.
(3)	The balance represents debt not tendered by its holders to the exchange offered by Banco Galicia to restructure its foreign debt, which was completed in May 2004.
(4)	Interest payable in cash: Libor+78 b.p., per annum from January 1, 2004, until (but not including) January 1, 2014, payable semiannually, on January 1 and July 1 of each year, beginning on July 1, 2004. Unless the loans are previously redeemed, the annual interest rate will increase to Libor+578 b.p. per annum from that date until (but not including) January 1, 2019. Also pays interest in additional subordinated loans, due 2019: 5% per annum from January 1, 2004, to be paid on January 1, 2014 and January 1, 2019. Principal amortizes in full on January 1, 2019 unless the loans are previously redeemed at part plus accrued interest and additional amounts, if any, in whole or in part at Banco Galicia’s option, in accordance with the terms of the agreements governing such loans.
(5)	Borrowings to finance international trade operations to Bank customers.
(6)	Includes premiums.

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Off- Balance Sheet Contractual Obligations

Operating Leases

As of December 31, 2010, we also had off-balance sheet contractual obligations arising from the leasing of certain properties used as a part of our distribution network. The estimated future lease payments in connection with these properties are as follows:

	(In millions of Pesos)
2011		50.40
2012		61.49
2013		71.94
2014		80.57
2015		88.63
2016 and After		95.72
Total		448.75

Other

As a shareholder of Aguas Cordobesas S.A., Banco Galicia is a guarantor with respect to compliance with certain obligations arising from the concession contract signed by Aguas Cordobesas S.A. In addition, Banco Galicia and the other shareholders committed, in certain circumstances, to provide financial support to the company if it was unable to fulfill the commitments it had undertaken with various international financial institutions.

Banco Galicia, as a shareholder and proportionally to its 10.833% interest, is jointly responsible, to the Province of Córdoba, for contractual obligations under the concession contract for its entire term. Should any of the other shareholders fail to comply with the commitments arising from their joint responsibility, the province may force Banco Galicia to assume the unfulfilled commitment, but only in proportion and to the extent of the interest held by Banco Galicia. See Note 3 to our consolidated financial statements.

Off-Balance Sheet Arrangements

Our off-balance sheet risk mainly arises from Banco Galicia’s activities.

In the normal course of its business, Banco Galicia is a party to financial instruments with off-balance sheet risk which are entered into in order to meet the financing needs of its customers. These instruments expose us to credit risk in addition to the amounts recognized on our consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.

Commitments to Extend Credit, Stand-By Letters of Credit and Guarantees Granted

Guarantees granted are surety guarantees in connection with transactions between two parties. Standby letters of credit and guarantees granted are conditional commitments issued by Banco Galicia to guarantee the performance of a customer to a third party. Acceptances are conditional commitments for foreign trade transactions.

Commitments to extend credit are agreements to lend to a customer at a future date, subject to meeting certain contractual terms. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent actual future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis.

We use the same credit policies in making commitments, conditional obligations and guarantees as we do for granting loans. In the opinion of management, our outstanding commitments and guarantees do not represent unusual credit risk.

Our exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.

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Our credit exposure related to these items as of December 31, 2010, is summarized below:

	December 31,
	2010
	(in millions of Pesos)
Commitments to Extend Credit		1,840.2
Standby Letters of Credit		335.8
Guarantees Granted		213.8
Acceptances		111.7

In addition to the above commitments, as of December 31, 2010, purchase limits available for credit-card holders amounted to Ps.25,950.0 million.

As of December 31, 2010, main fees related to the above-mentioned commitments were Ps.9.4 million corresponding to standby letters of credit, Ps.6.4 million from guarantees provided and Ps.1.0 million from commitments to extend credit.

The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to our customers, we may require counter guarantees. As of December 31, 2010, these counter guarantees, classified by type, were as follows:

	December 31,
	2010
	(in millions of Pesos)
Preferred Counter Guarantees		15.5
Other Counter Guarantees		48.6

For more detailed information about off-balance sheet financial instruments, see Note 25 to our audited consolidated financial statements.

Other

We account for checks drawn on us and other financial institutions, as well as other items in the process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process as of December 31, 2010, were as follows:

	December 31, 2010
	(in millions of Pesos)
Checks Drawn on Banco Galicia		419.4
Checks Drawn on Other Banks		529.2
Bills and Other Items for Collection		3,575.9

With respect to fiduciary risk, we act as trustee of trust agreements to guarantee obligations arising from various contracts between the parties. As of December 31, 2010, the trust funds amounted to Ps.2,503.0 million.

In addition, we hold securities in custody, which as of December 31, 2010 amounted to Ps.10,634.8 million.

For more detailed information about off-balance sheet financial instruments, see Note 25 to our audited consolidated financial statements.

Critical Accounting Policies

We believe that the following are our critical accounting policies under Argentine Banking GAAP, as they are important to the portrayal of our financial condition and results of operations and require our most difficult, subjective and complex judgment and the need to make estimates about the effect of matters that are inherently uncertain.

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Allowance for Loan Losses

Our allowance for loan losses including the allowance for loan losses of the regional credit card companies and CFA is maintained in accordance with Argentine Central Bank rules. Under such rules, a minimum allowance for loan losses is calculated primarily based upon the classification of Banco Galicia’s commercial loan borrowers and upon delinquency aging (or the number of days the loan is past due) for individual loan borrowers of both Banco Galicia and the regional credit card companies and for Banco Galicia’s commercial loans of less than Ps.750,000. Although we are required to follow the methodology and guidelines for determining the minimum loan loss allowance as set forth by the Argentine Central Bank, we are allowed to establish additional allowances for loan losses. The determination of the allowance for loan losses requires a significant degree of judgment.

For commercial loans, we are required to classify all of our commercial loan borrowers. In order to perform the classification, we must consider the management and operating history of the borrower, the present and projected financial situation of the borrower, the borrower’s payment history and ability to service the debt, the capability of the borrower’s internal information and control systems and the risk in the sector in which the borrower operates. We apply the minimum loss percentages required by the Argentine Central Bank to our commercial loan borrowers based on the loan classification and the nature of the collateral, or guarantee in respect of the loan. In addition, based on the overall risk of the portfolio, we consider whether or not additional loan loss reserves in excess of the minimum required are warranted.

For our consumer loan portfolio, including the loan portfolios of Banco Galicia, the regional credit card companies and CFA, we classify loans based upon delinquency aging, consistent with the requirements of the Argentine Central Bank. Minimum loss percentages required by the Argentine Central Bank are also applied to the totals in each loan classification.

Other Receivables Resulting from Financial Brokerage and Miscellaneous Receivables

We carry other receivables resulting from financial brokerage and miscellaneous receivables net of allowances for uncollectible amounts. Our judgment regarding the ultimate collectibility is performed on an account-by-account basis and considers our assessment of the borrower’s ability to pay based on factors such as the borrower’s financial condition, past payment history, guarantees and past-due status.

Goodwill

Goodwill is carried at cost less accumulated amortization. The carrying amount of goodwill is analyzed for impairment based on estimates of future undiscounted cash flows generated by the business acquired. The estimate of future cash flows requires complex management judgment.

Pursuant to the Argentine Central Bank regulations, the negative goodwill has to be charged to Income with regard to the causes that have originated it, not to exceed a 60-month straight-line method amortization.

U.S. GAAP — Critical Accounting Policies

Additional information in connection with critical accounting policies for U.S. GAAP purposes is described as follows.

Other-than-temporary impairment

Under U.S. GAAP, Government bonds, including Bonar 2015 Bonds, Galtrust I and the investment in Almafuerte Special fund, were classified as available-for-sale securities, and therefore, carried at fair value with changes in the fair value reflected in other comprehensive income for the years ended December 31, 2010 and 2009.

“Recognition and Presentation of Other-Than-Temporary Impairments” ASC 320 establishes a new method of recognizing and reporting other-than-temporary impairments of debt securities. Impairment is now considered to be other than temporary if an entity:

1. intends to sell the security;

2. is more likely than not to be required to sell the security before recovering its cost; or

3. does not expect to recover the security’s entire amortized cost basis (even if the entity does not intend to sell)—that is, a ‘credit loss’.

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This credit loss is based on the present value of cash flows expected to be collected from the debt security. If a credit loss exists but an entity does not intend to sell the impaired debt security and it is more likely than not to be required to sell before recovery, the impairment is other than temporary. It should therefore be separated into:

1. the estimated amount relating to the credit loss, and

2. all other changes in fair value.

Only the estimated credit loss amount is recognized in profit or loss; the remaining change in fair value is recognized in ‘other comprehensive income’. This approach more closely aligns the impairment models for debt securities and loans by reflecting only credit losses as impairment in profit and loss.

As of December 31, 2010 and 2009 the fair value of the securities exceeded their amortized cost. Therefore for U.S. GAAP purposes we concluded that there was no recognition of impairment.

As of December 31, 2008, the amortized cost exceeded the fair value of these securities by Ps.846.8 million. Therefore, for U.S. GAAP purposes, we have recorded an other-than-temporary impairment of these securities, based on a variety of factors, including the length of time and extent to which the market value has been less than cost, and our intent and ability to hold these securities to recovery.

Allowance for Loan Losses

Under U.S. GAAP, Banco Galicia considers loans to be impaired when it is probable that all amounts of principal and interest will not be collected according to the contractual terms of the loan agreement. The allowance for significant impaired loans are assessed based on the present value of estimated future cash flows discounted at the current effective loan rate or the fair value of the collateral in the case where the loan is considered collateral-dependent. An allowance for impaired loans is provided when discounted future cash flows or collateral fair value is lower than book value.

In addition, if necessary, a specific allowance for loan losses is established for individual loans, based on regular reviews of individual loans, recent loss experience, credit scores, the risk characteristics of the various classifications of loans and other factors directly influencing the potential collectibility and affecting the quality of the loan portfolio.

To calculate the allowance required for smaller-balance impaired loans and unimpaired loans, we perform an analysis of historical losses from our consumer and performing commercial loan portfolios in order to estimate losses for U.S. GAAP purposes resulting from loan losses that had been incurred in such loan portfolios at the balance sheet date but which had not been individually identified. Loss estimates are analyzed by loan type and thus for homogeneous groups of clients. Such historical ratios are updated to incorporate the most recent data reflecting current economic conditions, industry performance trends, geographic or obligor concentrations within each portfolio segment, and any other pertinent information that may affect the estimation of the allowance for loan losses.

We estimate that, on average, it takes a period of up to one year between the trigger of an impairment event and identification of a loan as being a probable loss for consumer and performing commercial loans.

Many factors can affect Banco Galicia’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss severity.

A ten percent decrease in the expected cash flows of significant impaired loans individually analyzed, could result in an additional impairment of approximately Ps.7.5 million.

A ten percent increase in the historical loss ratios for loans collectively analyzed could result in an additional impairment of approximately Ps.92.8 million.

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These sensitivity analyses do not represent management’s expectations of the deterioration in risk ratings or the increases in loss rates but are provided as hypothetical scenarios to assess the sensitivity of the allowance for loan and lease losses to changes in key inputs. We believe the risk ratings and loss severities currently in use are appropriate and represent management’s expectations about the credit risk inherent in its loan portfolio.

Determining the allowance for loan losses requires significant management judgments and estimates including, among others, identifying impaired loans, determining customers’ ability to pay and estimating the fair value of underlying collateral or the expected future cash flows to be received. Actual events are likely to differ from the estimates and assumptions used in determining the allowance for loan losses.

Fair Value Estimates

A portion of our assets is carried at fair value, including trading and available-for-sale securities, retained interests in assets transferred to financial trusts, futures and forwards transactions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10, among other things, requires Grupo Financiero Galicia to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In addition, ASC 825-10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825-10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes on fair value recognized in net income. As a result of ASC 825-10 analysis, Grupo Financiero Galicia has not elected to apply fair value accounting for any of its financial instruments not previously carried at fair value.

Fair Value Hierarchy

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

• Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Inputs include the following:

(a)	Quoted prices for similar assets or liabilities in active markets;
(b)	Quoted prices for identical or similar assets or liabilities in non-active markets;
(c)	Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
(d)	Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means.

• Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Determination of Fair Value

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, Banco Galicia’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

Grupo Financiero Galicia believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Impairment of Assets Other Than Loans

Certain assets, such as goodwill and equity investments are subject to an impairment review. Asset impairment charges require considerable judgment and are recorded when market value declines below the carrying value, for declines other-than-temporary, or where the cost of the asset is deemed to not be recoverable.

Goodwill impairment exists when the fair value of the reporting unit to which the goodwill is allocated is not enough to cover the book value of its assets and liabilities and the goodwill. The fair value of the reporting units is estimated using discounted cash flow techniques. The sustained value of the majority of the goodwill is supported ultimately by revenue from our banking and credit-card businesses. A decline in earnings as a result of a lack of growth, or our inability to deliver cost-effective services over sustained periods, could lead to a perceived impairment of goodwill, which would be evaluated and, if necessary, recorded as a write-down in our consolidated income statement. On an annual basis, or as circumstances dictate, management reviews goodwill and evaluates events or other developments that may indicate impairment in the carrying amount. The evaluation methodology for potential impairment is inherently complex and involves significant management judgment in the use of estimates and assumptions. These estimates involve many assumptions, including the expected results of the reporting unit, an assumed discount rate and an assumed growth rate for the reporting unit.

As of December 31, 2010 and 2009, no impairment was recorded. As of December 31, 2008 Grupo Financiero Galicia performed the impairment test of the goodwill related to the acquisition of a loan portfolio of the ABN-AMRO Bank and an impairment loss was recognized.

The fair value of equity investments is determined using discounted cash flow techniques. This technique involves complex management judgment in terms of estimating the future cash flows of the companies and in defining the applicable interest rate to discount those cash flows.

Deferred Tax Asset Valuation Allowance

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the carrying amounts of assets and liabilities recorded for accounting and tax reporting purposes and for the future tax effects of net operating loss carryforwards. We had a significant amount of deferred tax assets as of December 31, 2010, 2009 and 2008. Recognition of those deferred tax assets is subject to management’s judgment based on available evidence that realization is more likely than not and they are reduced, if necessary, by a valuation reserve. Management’s judgment on the likelihood that deferred tax assets can be realized is subjective and involves estimates and assumptions about matters that are inherently uncertain. This judgment involves estimating future taxable income and the timing at which the temporary differences between book and taxable income will be reversed. Underlying estimates and assumptions can change over time, influencing our overall tax positions, as a result of unanticipated events or circumstances.

Grupo Financiero Galicia had significant accumulated tax loss carryforward at December 31, 2008. Based on the analysis performed management believes that Grupo Financiero Galicia would recover only temporary differences with future taxable income. Therefore, the net operating tax loss carryforward and presumed minimum income tax was more likely than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount as of December 31, 2008.

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As of December 31, 2009 based on the analysis performed, Grupo Financiero Galicia believes that it is more likely than not that it will recover only the net operating tax loss carryforward and the temporary differences, with future taxable income. Therefore, presumed minimum income tax was not more likely than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount as of December 31, 2009.

As of December 31, 2010 based on the analysis performed, Grupo Financiero Galicia believes that it is more likely than not that it will recover the net operating tax loss carryforward, the temporary differences and the presumed minimum income tax, with future taxable income. Among other factors, Grupo Financiero Galicia considered that as of the date of the issuance of the attached financial statements, the taxable income mainly due to the sales of Government bonds has been consumed the total tax loss carryforward. In addition, according to the taxable income projections, Grupo Financiero Galicia estimated that the presumed minimum income tax will be utilized during the following years 2011 and 2012. Therefore, no valuation allowance was provided against presumed minimum income tax.

Assets Not Recognized Under U.S. GAAP

Under US GAAP, assets are defined as “... probable future economic benefits obtained or controlled by an entity as a result of past transactions or events”. In addition, one of the three essential characteristics of an asset is that an entity can obtain the benefit and can control others’ access to it. Determining if a company has control of an asset involves in certain cases some judgment.

As of December 31, 2009 and 2008, under Argentine Banking GAAP, Banco Galicia had recorded under “Intangible Assets” the difference arising from the reimbursement of Reprogrammed Deposits at the market exchange rate pursuant to amparo claims and the carrying value of these deposits. The receivable for differences related to amparo claims does not represent an asset under U.S. GAAP. As of December 31, 2010, this item has been fully amortized.

Securitizations

Under US GAAP, prior to January 1, 2010, Grupo Financiero Galicia adopted SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”, as amended by SFAS 156, both of them codified under the topic ASC No. 860 “Transfers and Servicing” (“ASC No. 860”). ASC No. 860 required an entity to recognize the financial and servicing assets it controls and the liabilities it had incurred and to derecognize financial assets when control has been surrendered.

Effective January 1, 2010, Grupo Financiero Galicia implemented new accounting guidance provided by SFAS 166 and 167 (ASU 2009-16 and ASU 2009-17, respectively, under the new codification), which amend the accounting for the transfers of financial assets and the consolidation of VIEs.

The new guidance eliminates the concept of QSPEs that were previously exempt from consolidation and introduces a new framework for determining the primary beneficiary of a VIE. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. Therefore, Grupo Financiero Galicia must evaluate all existing securitization trusts that qualify as QSPEs to determine whether they must be consolidated in accordance with ASU 2009-17. An entity is considered a VIE if it possesses one of the following characteristics:

• Insufficient equity investment at risk

• Equity lacks decision-making rights

• Equity with non-substantive voting rights

• Lacking the obligation to absorb an entity’s expected losses

• Lacking the right to receive an entity’s expected residual returns

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Under the new guidance, the primary beneficiary is the part that has both (1) the power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

To assess whether Grupo Financiero Galicia has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, Grupo Financiero Galicia considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities.

Under ASC 810-10-65, Banco Galicia should measure the components of the newly consolidated financial trusts at their carrying amounts as of the adoption date. Grupo Financiero Galicia must determine the amounts of the assets, liabilities, and non-controlling interests of the newly consolidated financial trusts, that would have been recorded in Grupo Financiero Galicia’s financial statements as of January 1, 2010, as if ASU 2009-17 had been effective as of the date of Grupo Financiero Galicia’s initial involvement with the financial trusts. Any difference between the net amount added (assets less liabilities of each financial trusts where Grupo Financiero Galicia is primary beneficiary) from Grupo Financiero Galicia’s balance sheet and the amount of any previously recognized retained interest is recognized as a cumulative-effect adjustment to retained earnings.

Based on the mentioned evaluation as of December 31, 2010 Grupo Financiero Galicia consolidated the financial trust Galtrust I in which Grupo Financiero Galicia had a controlling financial interest and for which it is the primary beneficiary

Exchange of Assets

In accordance with U.S. GAAP, specifically ASC 310-20, satisfaction of one monetary asset by the receipt of another monetary asset for the creditor is generally based on the market value of the asset received in satisfaction of the debt (an extinguishment). In this particular case, the securities being received are substantially different in structure and in interest rates than the debt securities swapped. Therefore, such amounts should initially be recognized at their fair value. The estimated fair value of the securities received will constitute the cost basis of the asset. Any difference between the old asset and the fair value of the new asset is recognized as a gain or loss.

Banco Galicia exchanged Government Bonds denominated in Pesos at 2% due 2014 (Boden 2014 Bonds) with a face value of Ps.683.6 million (recorded in Banco Galicia’s shareholders’ equity in February 2009 within the scope of an exchange transaction of National Secured Loans at market price) for Bonar 2015 Bonds with a face value of Ps.912.7 million.

Under U.S. GAAP, the Bonar 2015 Bonds were considered as available for sale securities and recorded at fair value with the unrealized gains or losses recognized as a charge or credit to equity through other comprehensive income.

Principal Trends

Related to Argentina

The momentum in consumption as a result of the Government’s expansive monetary policy and an increase in salaries, as well as a very good harvest with high international commodity prices were the main drivers of Argentina’s GDP growth, which in real terms grew 9.2% in 2010 according to INDEC.

Even though the strong expansion of GDP in 2010 indicates that in 2011 the economy could expand at a rate of around 5.5%, a slight slowdown is expected as compared to 2010. In this sense, if the current levels of global growth, abundant liquidity and increasing commodity prices can be maintained, the Argentine economy may continue to experience growth, even though both the agricultural and industrial sectors of the Argentine economy, will likely show more moderate growth rates as compared to their unusually high figures for 2010. However, presidential elections will be held this year, which could be accompanied by uncertainty and increased volatility.

The decrease in uncertainty at a global level, despite some economic uncertainty relating to a sovereign debt crisis in some European countries, together with the recovery being experienced by most economies worldwide, and in particular the principal business partners of Argentina, generates a promising outlook for growth potential within Argentina. Our management believes that if the economic outlook for Argentina remains positive, our business will be positively affected.

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Related to the Financial System

With respect to the Argentine financial system, it is expected to continue to strengthen its solvency, as a result of increased levels of financial intermediation with the private sector. In order to accomplish these increased levels, challenges such as inflation and the reliability of the data provided by INDEC must be overcome. In addition, income from services will continue to make up a large part of operating income. Management of the various financial institutions must also focus on controlling administrative expenses in an effort to improve operational efficiency. With respect to the evolution of portfolio quality, we expect the improvement observed during the last quarter of 2010 to continue, maintaining high coverage with provisions for the non-accruing portfolio.

Related to Us

It is expected that the level of activity of all of the subsidiaries of Grupo Financiero Galicia will be consistent with expectations generated by a more favorable economic context. Given that Banco Galicia is the most significant asset of Grupo Financiero Galicia, we refer to the trends related to Banco Galicia.

During recent years, and despite passing through various periods of crisis, both internationally and domestically, Banco Galicia managed to increase its volume of business with the private sector and improve its overall capital structure, which had a positive impact on its ability to generate financial and service-related income. In 2011, with the goal of continued improvement of recurring operating results, Banco Galicia will maintain its strategy of increasing its volume of intermediation activities with the private sector, reducing its exposure to the public sector and to assets with very low or no yield maintaining an adequate diversification and risk coverage, as well as improving the structure of its liabilities and reducing its foreign debt.

The analysis of these trends should be read in conjunction with the discussion in Item 3. “Key Information— Risk Factors”, and with consideration that the Argentine economy has been historically volatile, which has negatively affected the volume and growth of the financial system.

Item 5.B. Liquidity and Capital Resources

Liquidity — Holding Company on an Individual Basis

We generate our net earnings/losses from our operating subsidiaries, especially Banco Galicia, our main operating subsidiary. Although, from 2002 to 2010 we did not receive any dividends from Banco Galicia, it is the primary source of funds available to us. On April 27, 2011, Banco Galicia’s shareholders held a shareholders’ meeting during which they approved the distribution of cash dividends for a total amount of Ps.100.1 million. During May 2011, according to our participation of 94.84%, we received a cash dividend of Ps.94.9 million. Additionally, during 2010, we received from other subsidiaries Ps.18.8 million in cash dividends.

Banco Galicia’s dividend-paying ability has been affected since late 2001 (and until 2010) by the effects of the 2001-2002 crisis on its liquidity and income-generation capacity. In addition, there were other restrictions on Banco Galicia’s ability to pay dividends resulting from applicable Argentine Central Bank rules and the loan agreements entered into by Banco Galicia as part of its foreign debt restructuring. See Item 8. “Financial Information-Dividend Policy and Dividends”.

The extent to which a banking subsidiary may extend credit or otherwise provide funds to a holding company is limited by Argentine Central Bank rules. For a description of these rules, see Item 4. “Information on the Company-Argentine Banking Regulation-Lending Limits”.

According to Grupo Financiero Galicia’s policy for the distribution of dividends and due to the fact that most of the profits for fiscal year 2010 correspond to income by holdings and just a fraction corresponds to the realized and liquid profits meeting the requirements to be distributed as per Section 68 of the Corporations’ Law, and taking as well into consideration Grupo Financiero Galicia’s financial condition and, particularly, the need to pay the outstanding foreign-currency denominated negotiable obligations issued, at the shareholders’ meeting held on April 27, 2011, our shareholders approved the payment of dividends in cash for Ps.24.8 million, which represents 2% with regard to 1,241,407,017 class “A” and “B” ordinary shares with a face value of Ps.1 each.

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Pursuant to what is set forth in the last paragraph of the section incorporated by Act No. 25,585 after Section 25 of Act No. 23,966, as applicable, Grupo Financiero Galicia will be restored the amounts corresponding to the tax on personal assets it paid for fiscal year 2010 in its capacity as substitute taxpayer of the shareholders subject to the above-mentioned tax.

As of December 31, 2010, Grupo Financiero Galicia, on an individual basis, had cash and due from banks for Ps.0.8 million and short-term investments for Ps.26.5 million. Grupo Financiero Galicia’s short-term investments were made up of: (i) special current account deposits for Ps.24.8 million, (ii) time deposits for Ps.0.5 million, and (iii) investments in mutual funds for Ps.1.2 million.

As of December 31, 2009, Grupo Financiero Galicia, on an individual basis, had cash and due from banks for Ps.3.8 million and short-term investments for Ps.28.7 million. Grupo Financiero Galicia’s short-term investments were made up of: (i) special current account deposits for Ps.3.2 million, (ii) time deposits for Ps.10.6 million, (iii) investments in mutual funds for Ps.1.8 million, (iv) negotiable obligations issued by companies from abroad for Ps.5.6 million, and (v) ETFs for Ps.7.5 million.

As of December 31, 2008, on a non-consolidated basis, we had cash and due from banks in the amount of Ps.0.2 million and short-term investments for Ps.27.3 million.

In July 2007, in exercise of our preemptive rights, we used US$102.2 million of face value of 2014 Notes and cash to subscribe for 93.6 million shares of Banco Galicia, in the offering carried out by Banco Galicia. To fund such cash subscription we entered into an US$80 million loan agreement in July 2007, the first installment of which was repaid in July 2008, for US$24.3 million (US$18.0 million of principal and US$6.3 million in interest).

On January 6, 2009, the remaining outstanding of US$62 million was cancelled in advance, with a single and final payment of US$39.1 million, with our own funds and funds from financing granted by local entities.

On March 9, 2009, our shareholders held the general ordinary shareholders’ meeting during which they approved the creation of a global program for simple negotiable obligations, not convertible into shares, for a maximum principal amount of US$60 million. On June 4, 2009 series I and series II notes corresponding to the class I notes were issued in the amount of US$45 million. Series I, with a one-year term, was issued for a principal amount of US$34.4 million and a yield of 8%; series II, with a two-year term, was issued for a principal amount of US$10.6 million and an annual yield of 10.5%. With the proceeds of these issuances, we proceeded to cancel the funding from local entities.

On April 14, 2010, Grupo Financiero Galicia’s shareholders held the ordinary and extraordinary shareholders’ meeting during which they approved an extension of US$40 million in the amount of the global program of simple short-, medium- and/or long- term negotiable obligations. Therefore, the maximum amount of the program, which was originally set at US$60 million or its equivalent in any other currency, was increased to US$100 million or its equivalent in any other currency.

Furthermore, during fiscal year 2010 Grupo Financiero Galicia made an offer of negotiable obligations for a face value of US$45.0 million. The subscription period ended on June 4, 2010; the negotiable obligations were fully subscribed and Grupo Financiero Galicia decided not to issue series I, which was planned to be issued at a discount. The cut-off rate for series II was 101.82%, for a face value of US$18.1 million, equivalent to a 7% annual yield. As regards series III, the cut-off rate was 101.28%, for a face value of US$26.9 million, equivalent to an 8.5% annual yield. Accordingly, during fiscal year 2010, Grupo Financiero Galicia repaid, upon maturity, the class I, series I negotiable obligations for US$34.4 million. During 2011, Grupo Financiero Galicia repaid, upon maturity, the class I, series II negotiable obligations for US$10.6 million.

Each of our subsidiaries is responsible for their own liquidity management. For a discussion of Banco Galicia’s liquidity management, see “-Banco Galicia’s Liquidity Management-Banco Galicia (Unconsolidated) Liquidity Management”.

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Consolidated Cash Flows

Our consolidated statements of cash flows were prepared using the measurement methods prescribed by the Argentine Central Bank, but in accordance with the presentation requirements of Statement of Cash Flows, ASC 230-10. See our consolidated cash flow statements as of and for the fiscal years ended December 31, 2010, December 31, 2009 and December 31, 2008, included in this annual report.

As of December 31, 2010, on a consolidated basis, we had Ps.7,443.5 million in available cash (defined as total cash on hand and cash equivalents), representing a Ps.2,014.8 million increase from the Ps.5,428.7 million as of December 31, 2009. At the end of fiscal year 2009, our available cash (and cash equivalents) had increased in the amount of Ps.633.3 million from the Ps.4,795.4 million of available cash (and cash equivalents) at the end of the prior fiscal year.

Effective May 14, 2007, and in accordance with the provisions of Argentine Central Bank’s Communiqué “A” 4667, cash equivalents are comprised of the following: Argentine Central Bank debt instruments (Nobac and Lebac) having a remaining maturity that does not exceed 90 days, securities in connection with reverse repurchase agreement transactions with the Argentine Central Bank, short term call loans to corporations, local interbank loans and overnight placements in correspondent banks abroad. Cash equivalents also comprise, in the case of the Regional Credit Card Companies, time deposit certificates and mutual fund shares.

The table below summarizes the information from our consolidated statements of cash flows for the three fiscal years ended December 31, 2010, 2009 and 2008 which is also discussed in more detail below.

	December 31,
	2010			2009			2008
	(in millions of Pesos)
Funds (1) at the Beginning of the Fiscal Year	Ps.	5,428.7		Ps.	4,795.4		Ps.	3,766.2
Funds Provided (Used) by Operating Activities		872.2			1,464.8			852.0
- Funds Provided by the Sale Of or Proceeds From Government Securities Trading		327.8			1,120.9			802.6
- CER Adjustment		15.0			6.5			(113.2	)
- Other		529.4			337.4			162.6
Funds Provided (Used) by Investing Activities		(2,813.1	)		(1,526.0	)		1,093.6
- Net (Increase)/Decrease in Loans		(4,539.4	)		(1,185.6	)		1,501.3
Loans to the Private Sector		(4,435.0	)		(1,193.6	)		1,444.6
Loans to the Public Sector		(104.4	)		8.0			56.7
- Funds Provided by the Sale Of or Proceeds From Government Securities Available for Sale		2,376.5			—			36.5
- Other		(650.2	)		(340.4	)		(444.2	)
Funds Provided (Used) by Financing Activities		3,844.7			517.9			(1.065.6	)
- Net Increase/(Decrease) in Deposits		4,180.9			1,838.7			(57.0	)
- Funds Provided/(Used) by Repurchases		211.0			(409.3	)		(376.6	)
- Funds Raised by the Regional Credit Card Companies		460.3			197.7			269.5
- Payments on Long-term Debt		(1,452.8	)		(778.6	)		(743.5	)
- Other		445.3			(330.6	)		(158.0	)
-Effect of Exchange Rate on Cash and Cash Equivalents		111.1			176.7			149.2
Funds at the End of the Fiscal Year	Ps.	7,443.5		Ps.	5,428.7		Ps.	4,795.4

(1) Cash and cash equivalents.

Our investing activities primarily consist of our origination of loans and other credits to the private sector. Our financing activities primarily include raising customer deposits, in addition to entering into sales of government securities under repurchase agreement transactions or not, issuing bonds in the local and foreign capital markets and borrowing from foreign and local banks and international credit agencies. In the last few years, these activities have also included reducing expensive liabilities incurred as a consequence of the 2001-2002 crisis.

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As shown in the table above, and explained in more detail below, in the last three years and consistently with our strategy of strengthening our balance sheet, we have generated significant amounts of cash from our exposure to the public sector, which represents mainly Banco Galicia’s exposure, for approximately Ps.2,614.9 million in 2010, Ps.1,135.4 million in 2009 and Ps.782,7 million in 2008, and have used cash generated by such assets (as well as these assets directly) mainly to repay restructured foreign debt, incurred as a consequence of or related to the 2001-2002 crisis.

In 2010 and 2009 funds generated by operating and financing activities were used for investing activities, mainly due to the increase in loans to the private sector.

In 2008, due to the international economic crisis and its local impact, our main source of funds was funds available at the end of the fiscal year due to a decrease in loans to the private sector (in replacement of our principal source of funding: deposits).

Management believes that cash flows from operations and available cash and cash equivalent balances, will be sufficient to fund our financial commitments and capital expenditures for fiscal year 2011.

Cash Flows from Operating Activities

In fiscal year 2010, net cash provided by operating activities exceeded our net income of Ps.408.9 million and amounted to Ps.872.2 million, due to the depreciation and amortization of intangibles assets, which represent non-cash expenses, of Ps.433.2 million, loan loss provisions, which, similarly, do not require cash at the time of provision and which, net of reversals, amounted to Ps.346.7 million and a decrease of Ps.327.8 million of government securities attributable to the increase of Ps.363.6 million of Argentine Central Bank debt instruments (Nobac and Lebac) having a remaining maturity that exceed 90 days and offset by Ps.35.8 million of other securities. In addition, net cash was provided by other fluctuations in operating assets and liabilities: (i) Ps.15.0 million of the collection of CER adjustment, (ii) Ps.104.4 million of foreign exchange brokerage, (iii) Ps.144.2 million of the liquidation corresponding to Tarjeta Naranja Financial Trust, (iv) Ps.224.1 million of collections on account of third parties and (v) Ps.723.2 million of the decrease of net other assets and liabilities.

In fiscal year 2009, net cash provided by operating activities exceeded our net income of Ps.229.3 million and amounted to Ps.1,464.8 million, due to the depreciation and amortization of intangibles assets, which represent non-cash expenses, of Ps.241.5 million, loan loss provisions, which, similarly, do not require cash at the time of provision and which, net of reversals, amounted to Ps.487.6 million and a decrease of Ps.1,120.9 million of government securities attributable to sales and to the collection of amortization and interest on Boden 2012 Bonds for Ps.637.4 million, Ps.1,170.1 million of sales of securities in Pesos, net of Ps.894.2 million of Argentine Central Bank debt instruments (Nobac and Lebac) having a remaining maturity that exceed 90 days and the increase of Ps.166.6 million of trading securities. In addition, net cash was provided by other fluctuations in operating assets and liabilities: (i) Ps.6.5 million collection of CER adjustment, (ii) Ps.160.9 million of foreign exchange brokerage, (iii) Ps.17.8 million of deposit in connection with Decree No. 616, and (iv) Ps.57.0 million of the liquidation corresponding to Tarjeta Naranja Financial Trust. Cash generated from operating activities was higher than in fiscal year 2008, basically because of more sales of government securities.

In fiscal year 2008, net cash provided by operating activities exceeded our net income of Ps.176.8 million and amounted to Ps.852.0 million, due to the depreciation and amortization of intangibles assets, which represent non-cash expenses, of Ps.161.3 million, loan loss provisions, which, similarly, do not require cash at the time of provision and which, net of reversals, amounted to Ps.335.7 million and a decrease of Ps.802.6 million of government securities attributable to the collection of amortization and interest on Boden 2012 Bonds for Ps.620.5 million, sales of Argentine bonds for Ps.36.8 million, sales of other securities for Ps.80.8 million and Ps.64.5 million of Argentine Central Bank debt instruments (Nobac and Lebac) having a remaining maturity that exceed 90 days. In addition, net cash was provided by other fluctuations in operating assets and liabilities: (i) Ps.113.2 million corresponding to the capitalization of CER adjustment, (ii) Ps.86.8 million of interest on repurchase agreement transactions, (iii) Ps.76.0 million of minimum presumed income tax, and (iv) Ps.79.3 million of securitization of loans which represents non-cash income. Cash generated from operating activities was lower than in fiscal year 2007, basically because of fewer sales of government securities.

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Cash Flows from Investing Activities

In fiscal year 2010, net cash used by investing activities amounted to Ps.2,813.1 million. This increase was mainly attributable to the increase of Ps.4,539.4 million in our private-sector loan portfolio. In addition, cash equal to Ps.391.1 million was applied to bank premises and equipment, miscellaneous and intangible assets and Ps.339.3 attributable to investments in other companies. These amounts were offset by sales and the collection of amortization and interest on Boden 2012 Bonds for Ps.1,808.6 million, Ps.487.2 million of sales of Discount Bonds, Ps.80.7 million of sales of Bonar 2015 Bonds, and Ps.80.2 million corresponding to other intangible assets.

In fiscal year 2009, net cash used by investing activities increased to Ps.1,526.0 million. This increase was mainly attributable to the increase of Ps.1,185.6 million in our private-sector loan portfolio. In addition, cash equal to Ps.282.6 million was applied to bank premises and equipment, miscellaneous and intangible assets, including payments of deposits pursuant to amparo claims. Cash used by investing activities increased from 2008, as our private-sector loan portfolio increased, because of the international financial crisis and its local impact as seen on 2008.

In fiscal year 2008, net cash generated by investing activities decreased to Ps.1,093.6 million. This decrease was mainly attributable to the decrease of Ps.1,501.3 million in our private-sector loan portfolio. In addition, cash equal to Ps.403.1 million was applied to bank premises and equipment, miscellaneous and intangible assets, including payments of deposits pursuant to amparo claims. Cash used by investing activities decreased from 2007, as our private-sector loan portfolio decreased, because of the international financial crisis and its local impact.

Cash Flows from Financing Activities

In fiscal year 2010, financing activities generated cash in the amount of Ps.3,844.6 million due to a Ps.4,180.9 million increase in deposits, corresponding to: (a) an increase of Ps.3,326.9 million in demand deposits and (b) an increase of Ps.854.0 million in time deposits. In addition, cash for Ps.211.0 million was generated by net repurchase agreement transactions and Ps.445.3 million was generated by an increase in short-term borrowings. These amounts were offset by Ps.992.5 million net decrease in long-term credit facilities, mainly corresponding to: (a) payments of interest on restructured debt, the payment of two amortization installments on debt due 2010 and the prepayment of Banco Galicia’s 2014 Notes for Ps.1,031.7 million, (b) payments of long-term debt for Ps.421.1 million and (c) a Ps.460.3 million net increase in funds obtained by the Regional Credit Card Companies through the issuance of negotiable obligations and long term foreign credit facilities.

In fiscal year 2009, financing activities generated cash in the amount of Ps.517.9 million due to a Ps.1,838.7 million increase in deposits, corresponding to: (a) an increase of Ps.1,793.9 million in demand deposits and (b) an increase of Ps.44.8 million in time deposits, which was offset by the following: (i) a Ps.580.9 million net decrease in long term credit facilities, mainly corresponding to: (a) payments of interest on restructured debt for US$41.4 million, (b) the payment of two amortization installments on debt due 2010 for US$68.4 million, (c) the prepayment of Banco Galicia’s 2014 Notes for US$77.3 million, (d) a decrease of Ps.6.8 million of IFC loans and (e) a Ps.86 million net decrease in funds obtained by the Regional Credit Card Companies through the issuance of negotiable obligations; (ii) a Ps.409.3 million net decrease in repurchase agreement transactions; and (iii) a Ps.319.9 million net decrease in short-term borrowings, mainly due to the decrease in borrowings from local and foreign banks, for Ps.327.5 million.

In addition, on January 7, 2009, Grupo Financiero Galicia paid in advance, through a single and final payment of US$39.1 million, the remaining balance of the loan entered into with Merrill Lynch International. In order to make the above-mentioned prepayment, Grupo Financiero Galicia used its own funds plus funds from a 180-day loan entered into with Sudamericana on January 6, 2009 for the amount of Ps.97 million.

On March 9, 2009 Grupo Financiero Galicia’s shareholders, at their ordinary shareholders’ meeting, approved the creation of a negotiable obligation program for up to US$60 million. The CNV approved said program on April 29, 2009, and, on May 9, 2009, also approved a pricing supplement for the offering of negotiable obligations for up to US$45 million. See Item 5.A. “Operating Results-Funding-Debt Programs”.

On June 4, 2009, Grupo Financiero Galicia issued two bonds amounting to US$45 million: (i) US$34.4 million of non-interest bearing bonds due on May 30, 2010, these bonds were issued at a price of 92.68/100 and their yield will be 8%, and (ii) US$10.6 million of bonds with a 12.5% coupon, due on May 25, 2011, these bonds were issued at a price of 103.48/100 and their yield will be 10.5%. Interest on the bonds noted in (ii) is payable semiannually. With the proceeds of said bonds, Grupo Financiero Galicia cancelled the bridge loan that it had entered with Sudamericana on January 6, 2009.

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In fiscal year 2008, financing activities used cash in the amount of Ps.1,065.6 million, mainly due to: (i) a Ps.474.0 million net decrease in long term credit facilities, mainly corresponding to: (a) the payments of interest on restructured debt for US$49 million, (b) the payment of two amortization installments on debt due 2010 for US$68.4 million, (c) the prepayment of Banco Galicia’s 2014 Notes for US$30.2 million, (d) the reduction of US$24.6 million of Galicia Uruguay’s restructured debt structured as negotiable obligations, (e) the increase of Ps.153.6 million of IFC loans and (f) the Ps.80.5 million net decrease in funds obtained by the Regional Credit Card Companies through the issuance of negotiable obligations; (ii) a Ps.376.6 million net decrease in repurchase agreement transactions; (iii) a Ps.156.6 million net decrease in short-term borrowings, mainly due to: (a) the decrease in borrowings from local and foreign banks, for Ps.81.0 million and (b) the payment of US$24.0 million as part of a US$80 million loan granted to us in last year; and (iv) a Ps.57.0 million decrease in deposits, corresponding to: (a) a decrease of Ps.908.4 million in time deposits and (b) an increase of Ps.868.1 million in demand deposits.

For a description of the types of financial interests we use and the maturity profile of our debt, currency and interest rate structure, see Item 5. “Operating and Financial Review and Prospects”-Item 5.A. “Operating Results”.

Banco Galicia’s Liquidity Management

Banco Galicia Consolidated Liquidity Gaps

Liquidity risk is the risk that liquid assets are not available for Banco Galicia to meet financial commitments at contractual maturity, take advantage of potential investment opportunities and meet demand for credit. To monitor and control liquidity risk, Banco Galicia monitors and systematically calculates the gaps between financial assets and liabilities maturing within set time intervals based on contractual remaining maturity, on a consolidated basis with the Regional Credit Card Companies and CFA. All of the deposits in current accounts and other demand deposits and deposits in savings accounts are included in the first time interval. These figures are used to simulate different liquidity crisis scenarios based on assumptions stemming from historical experience.

As of December 31, 2010, the consolidated gaps between maturities of Banco Galicia’s financial assets and liabilities based on contractual remaining maturity were as follows

	As of December 31, 2010(1)
	Less than
	one Year			1 - 5 Years			5 - 10 Years			Over 10 Years			Total
	(in millions of Pesos, except ratios)
Assets
Cash and Due from Banks		1,730.1			—			—			—			1,730.1
Argentine Central Bank — Escrow Accounts		4,283.9			—			—			—			4,283.9
Overnight Placements		215.3			—			—			—			215.3
Loans — Public Sector		2.0			—			—			—			2.0
Loans — Private Sector		17,444.3			3,256.4			163.0			13.0			20,876.7
Government Securities		2,043.6			643.2			—			—			2,686.8
Negotiable Obligations and Corporate Securities		45.8			23.6			7.1			—			76.5
Financial Trusts		411.4			308.4			270.0			—			989.8
Special Fund Former Almafuerte Bank		0.0			164.7			—			—			164.7
Other Financing		9.5			—			—			—			9.5
Assets under Financial Lease		162.4			263.6			43.1			—			469.1
Other		359.4			—			—			—			359.4
Total Assets		26,707.7			4,659.9			483.2			13.0			31,863.8
Liabilities
Savings Accounts		6,190.0			—			—			—			6,190.0
Demand Deposits		6,018.8			—			—			—			6,018.8
Time Deposits		9,896.9			35.1			0.1			0.1			9,932.2
Negotiable Obligations		554.4			1,201.0			—			—			1,755.4
International Banks and Credit Agencies		476.6			226.5			—			—			703.1
Domestic Banks		357.2			342.4			12.8			0.1			712.5
Other Liabilities (1)		4,255.2			397.6			—			—			4,652.8
Total Liabilities		27,749.1			2,202.6			12.9			0.2			29,964.8
Asset / Liability Gap		(1,041.4	)		2,457.3			470.3			12.8			1,899.0
Cumulative Gap		(1,041.4	)		1,415.9			1,886.2			1,899.0			1,899.0
Ratio of Cumulative Gap to Cumulative Liabilities		(3.8	)%		4.7	%		6.3	%		6.3	%
Ratio of Cumulative Gap to Total Liabilities		(3.5	)%		4.7	%		6.3	%		6.3	%

Principal plus CER adjustment. Does not include interest.

(1) Includes, mainly, debt with retailers due to credit card operations, liabilities in connection with repurchase transactions, debt with domestic credit agencies and collections for third parties. The “Less than One Year” bucket also includes Ps.6.7 million corresponding to Banco Galicia’s foreign debt not tendered by its holders in the exchange offered to restructure such foreign debt, which was completed in May 2004.

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The table above is prepared taking into account contractual maturity. Therefore, all financial assets and liabilities with no maturity date are included in the “Less than 1 Year” category.

Banco Galicia must comply with a maximum limit set by its board of directors for liquidity mismatches. This limit has been established at -25% (minus 25%) for the ratio of cumulative gap to total liabilities within the first year. As shown in the table above, Banco Galicia complies with the established policy, since such gap was -3.5% (minus 3.5%) as of December 31, 2010.

Banco Galicia (Unconsolidated) Liquidity Management

The following is a discussion of Banco Galicia’s liquidity management, excluding the consolidated companies.

Banco Galicia’s policy is to maintain a level of liquid assets that allows it to meet financial commitments at contractual maturity, take advantage of potential investment opportunities, and meet customer’s credit demand. To set the appropriate level, forecasts are made based on historical experience and on an analysis of possible scenarios. This enables management to project funding needs and alternative funding sources, as well as excess liquidity and placement strategies for such funds. As of December 31, 2010, Banco Galicia’s unconsolidated liquidity structure was as follows:

	As of December 31, 2010
	(in millions of Pesos)
Legal Requirement	Ps.	4,861.1
Management Liquidity		2,647.5
Total Liquidity (1)	Ps.	7,508.6

(1) Excludes cash and due from banks of consolidated companies.

The legal liquidity requirements in the table above correspond to the Minimum Cash Requirements for Peso- and Dollar-denominated liabilities determined by Argentine Central Bank regulations. For more information on the Argentine Central Bank regulations regarding reserve requirements for liquidity purposes, see Item 4. “Information on the Company-Argentine Banking Regulation-Legal Reserve Requirements for Liquidity Purposes”.

The assets included in this calculation are technical cash, which consists of bills and coins, the balances of Peso- and Dollar-denominated deposit accounts at the Argentine Central Bank and escrow accounts held at the Argentine Central Bank in favor of clearing houses.

Management liquidity consists of the following items: (i) 100% of the balance of overnight placements in banks abroad, (ii) the net amount of the margin requirement for short-term loans (call loans) to highly-rated companies, (iii) 90% of the Lebac balance, (iv) 100% of the market value of available government securities, due to the potential liquidity that might be obtained through sales or repurchase transactions, (v) net short-term interbank loans (call loans), and (vi) 100% of the balance at the Argentine Central Bank, including escrow accounts in favor of clearing houses, in excess of the amounts necessary to cover the Minimum Cash Requirements.

During the shareholders’ meeting of Banco Galicia held on April 27, 2011, Banco Galicia’s shareholders approved the proposal of its board of directors in connection with the payment of a cash dividend for Ps.100.1 million. This proposal was previously authorized by the Superintendency, required by regulations in force established by the Argentine Central Bank. From said dividend, the personal asset tax corresponding to fiscal year 2010 will be withheld, at the appropriate time.

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Capital

Our capital management policy is designed to ensure prudent levels of capital. The following table analyzes our capital resources as of the dates indicated.

	As of December 31,
	2010			2009			2008
	(in millions of Pesos, except ratios, multiples and percentages)
Shareholders’ Equity	Ps.	2,469.5		Ps.	2,052.5		Ps.	1,845.7
Shareholders’ Equity as a Percentage of Total Assets		6.92	%		7.44	%		7.46	%
Total Liabilities as a Multiple of Total Shareholders’ Equity		13.46	x		12.45	x		12.40	x
Tangible Shareholders’ Equity (1) as a Percentage of Total Assets		5.64	%		5.36	%		5.17	%

(1) Tangible shareholders’ equity represents shareholders’ equity minus intangible assets.

For information on our capital adequacy and that of our operating subsidiaries, see Item 4. “Information on the Company-Selected Statistical Information-Regulatory Capital”.

Capital Expenditures

In the course of our business, our capital expenditures are mainly related to fixed assets, construction and organizational and IT system development. In general terms, our capital expenditures are not significant when compared to our total assets.

For a more detailed description of our capital expenditures in 2010 and our capital commitments for 2011, see Item 4. “Information on the Company-Capital Investments and Divestitures”. For a description of financing of our capital expenditures, see “-Consolidated Cash Flows”.

Item 6. Directors, Senior Management and Employees

Our Board of Directors

Our ordinary shareholders’ meeting took place on April 27, 2011. The following table sets out the members of our Board of Directors as of that date (all of whom reside in Buenos Aires, Argentina), the positions they hold within Grupo Financiero Galicia, their dates of birth, their principal occupations and the dates of their appointment and on which their current terms will expire. Terms expire when the annual shareholders’ meeting takes place.

			Principal	Member	Current
Name	Position	Date of Birth	Occupation	Since	Term Ends
Eduardo J. Escasany	Chairman	June 30, 1950	Businessman	April 2005	December 2012
Pablo Gutiérrez	Vice chairman	December 9, 1959	Banker	April 2003	December 2012
Abel Ayerza	Director	May 27, 1939	Businessman	September 1999	December 2011
Federico Braun	Director	February 4, 1950	Businessman	September 1999	December 2013
Enrique Martin	Director	October 19, 1945	Businessman	April 2006	December 2011
Luis O. Oddone	Director	May 11, 1938	Businessman	April 2005	December 2012
Silvestre Vila Moret	Director	April 26, 1971	Businessman	June 2002	December 2013
Eduardo J. Zimmermann	Director	January 3, 1931	Businessman	April 2000	December 2011
Guido C. Forcieri	Director	May 15, 1980	Lawyer	April 2011	December 2013
María Ofelia Hordeñana de Escasany	Alternate Director	December 30, 1920	Businesswoman	April 2000	December 2013
Sergio Grinenco	Alternate Director	May 26, 1948	Banker	April 2003	December 2013
Alejandro Rojas Lagarde	Alternate Director	July 17, 1937	Lawyer	April 2000	December 2011
Luis S. Monsegur	Alternate Director	August 15, 1936	Accountant	April 2000	December 2013

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The following is a summary of the biographies of the members of our Board of Directors:

Eduardo Escasany: Mr. Escasany obtained a degree in economics at the Universidad Católica Argentina. He was associated with Banco Galicia from 1973 to 2002. He was appointed to Banco Galicia’s board of directors in 1975. In 1979, he was elected as the vice chairman and from 1989 to March 21, 2002 he was the chairman of Banco Galicia’s board of directors and its chief executive officer. He served as the vice chairman of the board between 1989 and 1993 and then, he was elected as the chairman of the Argentine Bankers Association from 1993 to 2002. He was also chairman of the Board of Directors from September, 1999 until June, 2002. He was elected again as a member of the Board of Directors in April 2005, and re-elected in April 2007. In April 2010, he was re-elected as member of the Board of Directors and appointed as chairman. He is also a lifetime trustee and vice chairman of the Fundación Banco de Galicia y Buenos Aires. Mr. Escasany is Mrs. María Ofelia Hordeñana de Escasany’s son and Mr. Silvestre Vila Moret’s uncle.

Pablo Gutiérrez: Mr. Gutierrez obtained a degree in business administration at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1985. In April 2005, he was appointed to the board of directors of Banco Galicia. He served as the head of Banco Galicia’s Treasury Division until April 2007. Mr. Gutierrez is also chairman of Galicia Valores, director of Argenclear S.A., vice chairman of Galicia Pension Fund Limited and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He has been an alternate director of Grupo Financiero Galicia since April 2003, and was re-elected in April 2006 and in April 2009. In April 2010, he was re-elected as member of the Board of Directors and appointed as vice chairman. Mr. Gutierrez is Mr. Abel Ayerza’s nephew.

Abel Ayerza: Mr. Ayerza obtained a degree in business administration at the Universidad Católica Argentina. He was associated with Banco Galicia from 1966 to 2002, having served as a member of Banco Galicia’s board of directors from 1976 to 2002. Mr. Ayerza is also the chairman of Aygalpla S.A., a lifetime trustee and second vice chairman of the Fundación Banco de Galicia y Buenos Aires and the managing partner of Cribelco S.R.L., Crisabe S.R.L. and Huinca Cereales S.R.L. He has been a member of the Board of Directors since September, 1999. In April 2000 he was elected as vice chairman, and on June 3, 2002 he was appointed as chairman of the Board of Directors. On April 23, 2003 he was elected for his current position, and later he was re-elected on April 27, 2006 and on April 28, 2009. Mr. Ayerza is the uncle of Mr. Pablo Gutierrez.

Federico Braun: Mr. Braun obtained a degree in industrial engineering at the Universidad de Buenos Aires. He was associated with Banco Galicia from 1984 to 2002, having served as a member of the Board of Directors during such period. Mr. Braun is also the chairman of Asociación Argentina de Codificación de Productos Comerciales (Código), Campos de la Patagonia S.A., Estancia Anita S.A. and S.A. Importadora and Exportadora de la Patagonia; the vice chairman of Club de Campo Los Pingüinos S.A., Inmobiliaria y Financiera “La Josefina” S.A. and Asociación de Supermercados Unidos y Mayorista Net S.A.; a member of Asociación Empresaria Argentina and a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He has been a member of the Board of Directors since September, 1999. He was elected for his current position on June 3, 2002, and was re-elected on April 28, 2005, on April 29, 2008 and on April 27, 2011.

Enrique Martin: Mr. Martin obtained a degree in law at the Universidad de Buenos Aires. He was a professor at said university for more than 20 years and has a post-graduate certificate in international economics from the University of London. He was associated with Banco Galicia from 1977 until 2002 and was responsible for the International Banking Relations Department. Mr. Martin is Advisor to ZEIG S.A. He is also a director of the Argentine-Chilean Chamber of Commerce and an advisor to the Canadian-Argentine Chamber of Commerce. He has been a member of the Board of Directors since April 2006, and was re-elected in April 2009.

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Luis Oddone: Mr. Odonne obtained a degree in national public accounting at the Universidad de Buenos Aires. He was appointed as Grupo Financiero Galicia’s syndic from 1999 until April 2005. Mr. Oddone is also the chairman of La Cigarra S.A. and Scharstof S.A., a director of Petrolera de Conosur S.A. and a syndic for Santa Emilia de Martin S.A. and Promotora S.A. He has been a member of the Board of Directors since April, 2005, and was re-elected in April 2007 and in April 2010.

Silvestre Vila Moret: Mr. Vila Moret obtained a degree in banking administration at the Universidad Católica Argentina. He was associated with Banco Galicia from 1997 until May 2002. Mr. Vila Moret is also vice chairman of El Benteveo S.A. and Santa Ofelia S.A. He has been a member of the Board of Directors since June 2002, and was re-elected in April 2005, 2008 and 2011. Mr. Vila Moret is the grandson of Mrs. María Ofelia Hordeñana de Escasany and nephew of Mr. Eduardo Escasany.

Eduardo Zimmermann: Mr. Zimmermann obtained a degree in banking administration at the Universidad Argentina de la Empresa. He was associated with Banco Galicia between 1958 and 2002, where he acted as a director from 1975 to 2002. Mr. Zimmermann is also a lifetime trustee of the Fundación Banco de Galicia y Buenos Aires. He has been a member of the Board of Directors since April 2000, and was re-elected to his current position in April 2006 and in April 2009.

César Forcieri: Mr. Forcieri obtained a degree in Law at the Universidad Argentina de la Empresa (UADE) in 2005 and a Master in Finance at the Universidad del CEMA in 2008. As from 2006 to 2010, he held different offices in ANSES, performing duties in its Technical and Administrative Department and its Acquisitions and Public Contracts Office, as well as in the Wealth Fund for the Pension System (Fondo de Garantía de Sustentabilidad para el Sistema Integrado Previsional Argentino—FGS-SIPA), where he served as Liaison Manager from 2009 through May 2010. During the same period, he was a regular director at Quickfood S.A., a public company partially owned by the FGS-SIPA. As from May to August 2010 he served as Acting Chief of Staff at the Argentine Ministry of Economy and Finance, when he was confirmed by Presidential Decree 1182/10. He remains in office. Amongst the duties entrusted to him, Mr. Forcieri represents Argentina as Deputy Finance Minister to the Group of Twenty and chairs the Ministry’s Working Group for the Analysis of Investment Projects applying to the Bicentennial Investment Loans Programme (Programa de Financiamiento Productivo del Bicentenario).

María Ofelia Hordeñana de Escasany: Mrs. Hordeñana de Escasany has held several positions in different subsidiaries of Banco Galicia. She is currently the chairman of the Fundación Banco de Galicia y Buenos Aires and Santamera S.A. She has been an alternate director of Grupo Financiero Galicia since April 2000, and was re-elected to her current position in April 2005, 2008 and 2011. Mrs. Hordeñana de Escasany is the mother of Mr. Eduardo Escasany and the grandmother of Mr. Silvestre Vila Moret.

Sergio Grinenco: Mr. Grinenco obtained a degree in economics at the Universidad Católica Argentina and a master’s degree in business administration from Babson College in Wellesley, Massachusetts. He has been associated with Banco Galicia since 1977. He was elected as an alternate director of Banco Galicia in September 2001 and as the vice chairman in April 2003, a position he currently holds after being re-elected in April 2006, 2009 and 2011. Mr. Grinenco is also the chairman of Galicia Factoring y Leasing S.A., liquidator of Galicia Capital Markets S.A. (in liquidation) and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires.

Alejandro María Rojas Lagarde: Mr. Rojas obtained a degree in law at the Universidad de Buenos Aires. He has held a variety of positions at Banco Galicia since 1963. From 1965 to January 2000, he was responsible for the general counsel office of Banco Galicia. He was re-elected to his current position in April 2005 and in April 2008. He is also a manager of Rojas Lagarde S.R.L., director of Santiago Salud S.A. and lifetime trustee of the Fundación Banco de Galicia y Buenos Aires.

Luis Sila Monsegur: Mr. Monsegur obtained a degree in national public accounting at the Universidad de Buenos Aires. He held a variety of positions at Banco Galicia from 1962 to 1992 and is an alternate trustee of the Fundación Banco de Galicia y Buenos Aires. He was re-elected to his current position in April 2005, 2008 and 2011.

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Our Board of Directors may consist of between three and nine permanent members. Currently our Board of Directors has nine members. In addition, the number of alternate directors-individuals who act in the temporary or permanent absence of a director-has been set at four. The directors and alternate directors are elected by the shareholders at our annual general shareholders’ meeting. Directors and alternate directors are elected for a three-year term.

Messrs. Sergio Grinenco and Pablo Gutiérrez are also directors of Banco Galicia. In addition, some members of our Board of Directors may serve on the board of directors of any subsidiary we establish in the future.

Five of our directors and one of our alternate directors are members of the families that are the controlling shareholders of Grupo Financiero Galicia.

Our Audit Committee

In compliance with CNV rules regarding the composition of the Audit Committee of companies listed in Argentina, which require that the Audit Committee be comprised of at least three directors, with a majority of independent directors, the Board of Directors established an Audit Committee with three members. Currently, Messrs. Luis O. Oddone, Eduardo Zimmermann and C. Enrique Martin are the members of the Audit Committee. All of the members of our Audit Committee are independent directors under the CNV and Nasdaq requirements. All three members of the Audit Committee are financially literate and have extensive managerial experience. Mr. Oddone is the financial expert serving on our Audit Committee.

According to the CNV rules, the Audit Committee is primarily responsible for (i) issuing a report on the Board of Directors’ proposals for the appointment of the independent auditors and the compensation for the Directors, (ii) issuing a report detailing the activities performed according to the CNV requirements, (iii) issuing the Audit Committee’s annual plan and implementing the plan each fiscal year, (iv) evaluating the external auditors’ independence, work plans and performance, (v) evaluating the plans and performance of the internal auditors, (vi) supervising the reliability of our internal control systems, including the accounting system, and of external reporting of financial or other information, (vii) following-up on the use of information policies on risk management at Grupo Financiero Galicia’s main subsidiaries, (viii) evaluating the reliability of the financial information to be filed with the CNV and the SEC, (ix) verifying compliance with the applicable conduct rules, and (x) issuing a report on related party transactions and disclosing any transaction where a conflict of interest exists with corporate governance bodies and controlling shareholders. The Audit Committee has access to all information and documentation that it requires and is broadly empowered to fulfill its duties. During 2010, the Audit Committee held twelve meetings.

Our Supervisory Committee

Our bylaws provide for a Supervisory Committee consisting of three members who are referred to as syndics (“syndics”) and three alternate members who are referred to as alternate syndics (“alternate syndics”). In accordance with the Corporations’ Law and our bylaws, the syndics and alternate syndics are responsible for ensuring that all of our actions are in accordance with applicable Argentine law. Syndics and alternate syndics are elected by the shareholders at the annual general shareholders’ meeting. Syndics and alternate syndics do not have management functions. Syndics are responsible for, among other things, preparing a report to shareholders analyzing our financial statements for each year and recommending to the shareholders whether to approve such financial statements. Alternate syndics act in the temporary or permanent absence of a syndic. Currently, there are three syndics and three alternate syndics. Syndics and alternate syndics are elected for a one-year term.

The following table shows the members of our Supervisory Committee. Each of our syndics was appointed at the ordinary shareholders’ meeting held on April 27, 2011. Terms expire when the annual shareholders’ meeting takes place.

		Principal	Current
Name	Position	Occupation	Term Ends
Norberto Corizzo	Syndic	Accountant	December 2011
Luis A. Díaz	Syndic	Accountant	December 2011
Enrique M. Garda Olaciregui	Syndic	Lawyer	December 2011
Miguel Armando	Alternate Syndic	Lawyer	December 2011
Fernando Noetinger	Alternate Syndic	Lawyer	December 2011
Horacio Tedín	Alternate Syndic	Lawyer	December 2011

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The following is a summary of the biographies of the members of our Supervisory Committee:

Norberto Corizzo: Mr. Corizzo obtained a degree in national public accounting at the Universidad de Buenos Aires. He has developed taxes activities in companies such as López González Raimondi y Asoc., Noel y Cía and Price Waterhouse. He has been syndic at Grupo Financiero Galicia since April 2003. He has been associated with Banco Galicia since 1977. Mr. Corizzo is also a syndic of Banco Galicia, EBA Holding, Tarjetas Regionales S.A., Cobranzas Regionales S.A., Tarjeta Naranja S.A., Tarjetas Cuyanas S.A., Tarjetas del Mar S.A., Compañía Financiera Argentina, and of other subsidiaries of Banco Galicia and Grupo Financiero Galicia.

Luis Díaz: Mr. Díaz obtained a degree in national public accounting at the Universidad de Buenos Aires. He has provided services to Banco Galicia since 1965, and was elected as a syndic of Banco Galicia and Grupo Financiero Galicia at the shareholders’ meetings held on April 28, 2009. Additionally, he is a syndic of Tarjetas Regionales S.A., Tarjetas del Mar S.A., Galicia Factoring y Leasing S.A. (“in liquidation”), Galicia Valores, Galicia Warrants, Compañía Financiera Argentina and of other subsidiaries of Banco Galicia and Grupo Financiero Galicia.

Enrique M. Garda Olaciregui: Mr. Garda Olaciregui obtained a degree in law at the Universidad del Salvador. He has a master in Finances at Universidad del CEMA and a degree in Corporate Law at Universidad Austral. He has been associated with Banco Galicia since 1970. He served as legal advisor to Banco Galicia between September 2001 and April 2003. He has provided services as a Secretary Director between April 2003 and April 2010, when he was designated as regular syndic of Banco de Galicia. Additionally, he is a regular syndic at Grupo Financiero Galicia, Galicia Factoring y Leasing (“in liquidation”), Galicia Warrants, Tarjetas Regionales S.A., GV Mandataria, Tarjetas Cuyanas S.A., Tarjeta Naranja S.A. Tarjetas del Mar S.A., Galicia Valores, Galicia Capital Markets S.A. (“in liquidation”), Cobranzas Regionales S.A., Compañía Financiera Argentina and of other subsidiaries of Banco Galicia and Grupo Financiero Galicia.

Miguel Armando: Mr. Armando obtained a degree in law at the Universidad de Buenos Aires. He was first elected as an alternate syndic of Banco Galicia in 1986. He is vice chairman of Arnoar S.A. and member of the board of Directors of Santiago de Compostela Promotora de Seguros S.A. Mr. Armando is also a syndic of EBA Holding S.A. and an alternate syndic of Banco Galicia, Grupo Financiero Galicia, Galicia Valores, Tarjetas Regionales S.A., Tarjeta Naranja S.A., Tarjetas Cuyanas S.A., Tarjetas del Mar S.A. and Compañía Financiera Argentina, among others.

Fernando Noetinger: Mr. Noetinger obtained a degree in law at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1987. Mr. Noetinger is also chairman of Arnoar S.A., and an alternate syndic of EBA Holding S.A., Banco Galicia, Electrigal S.A., GV Mandataria, Tarjetas del Mar S.A., Tarjetas Regionales S.A., Santiago Salud S.A., Galicia Warrants, Galicia Valores, Galicia Factoring y Leasing S.A., Galicia Capital Markets S.A (“in liquidation”), Galicia Retiro, Galicia Seguros, Sudamericana Holding S.A., Compañía Financiera Argentina and Net Investment, among others.

Horacio Tedín: Mr. Tedín obtained a degree in law at the Universidad de Buenos Aires. In 1981 he founded his own law firm, which has actively worked for Banco Galicia and other big corporate clients. Mr. Tedín has been an alternate syndic of Grupo Financiero Galicia since 2006. He is also a syndic of Electrigal S.A. and an alternate syndic of EBA Holding S.A., GV Mandataria, Compañía Financiera Argentina, Tarjetas Regionales S.A. and Galicia Administradora de Fondos, among others.

Compensation of Our Directors

Compensation for the members of the Board of Directors is considered by the shareholders at the shareholders’ meeting once the fiscal year has ended. Our independent directors are paid an annual fee based on the functions they carry out and they may receive partial advance payments during the year. We do not pay fees to the members of our Board of Directors who are also members of the board of directors of Banco Galicia. At the ordinary shareholders’ meeting held on April 27, 2011 the compensation for the Board of Directors was set at Ps.512,000 for the fiscal year ending on December 31, 2010. For a description of the amounts to be paid to the board of directors of Banco Galicia, see “—Compensation of Banco Galicia’s Directors and Officers” below.

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We do not maintain a stock-option, profit-sharing or pension plan for the benefit of our directors. In connection with Banco Galicia’s foreign debt restructuring, we agreed to limit the amounts paid per fiscal year to the members of our Board of Directors and agreed not to make any payments to our management in excess of market compensation. See Item 10. “Additional Information-Material Contracts”.

We do not have a policy establishing any termination benefits for our directors.

Management of Grupo Financiero Galicia

Our organizational structure consists of a chief executive officer (“CEO”) who reports to the Board of Directors, and the Chief Financial Officer who reports to the CEO and is in charge of the Financial and Accounting Division.

The CEO’s main function consists in implementing the policies defined by the Board of Directors, as well as suggesting to the Board of Directors the application of plans, budgets and company organization. He is also in charge of supervising the Financial & Accounting Division, assessing the attainment of goals and the performance of Grupo Financiero Galicia. The position also takes part in the board of directors of some subsidiaries. Our CEO is Mr. Pedro Richards, who was born on November 14, 1952.

The Financial & Accounting Division is mainly responsible for the assessment of investment alternatives, thus suggesting whether to invest or withdraw Grupo Financiero Galicia’s positions in different companies or businesses. It also plans and coordinates Grupo Financiero Galicia’s administrative services and financial resources in order to guarantee its proper management. This division also aims at meeting requirements set by several controlling authorities, complying with information and internal control needs and budgeting purposes. Furthermore, it includes the investor relations function, aimed at planning, preparing, coordinating, controlling and providing financial information to the stock exchanges where Grupo Financiero Galicia’s shares are listed, regulatory bodies and both domestic and international investors and analysts. It assesses the materials published by analysts, carrying out a follow-up of their opinions, as well as those of shareholders and investors in general.

Our compensation policy, which is essentially the same as the policy followed by the companies that we control, consists of arranging salary levels in order of importance based on a system that describes and assesses job positions based on objective factors (the Hay System). The purpose of such system is to pay compensation that is similar to the compensation that is paid for a similar position in the domestic market. Managers who are our employees or our controlled companies’ employees receive a fixed salary and may receive a bonus based on individual performance. This policy for compensation includes the possibility of having access to retirement insurance. We do not maintain stock-option, profit-sharing or pension plans or any other retirement plans for the benefit of our managers.

We have established a Disclosure Committee in response to the U.S. Sarbanes-Oxley Act of 2002. The main responsibility of this committee is to review and approve controls over the public disclosure of financial and related information, and other procedures necessary to enable our chief financial officer and chief executive officer to provide their certifications of our annual report that is filed with the SEC. The members are Messrs. Pedro Richards, José Luis Gentile, Adrián Enrique Pedemonte and Ms. Mariana Saavedra. In addition, at least one of the members of this committee attends all of the meetings of our principal subsidiaries’ disclosure committees.

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Board of Directors of Banco Galicia

At the ordinary shareholders’ meeting held on April 27, 2011, the size of Banco Galicia’s board of directors was set at seven members and five alternate directors. The following table sets out the members of Banco Galicia’s board of directors as of April 27, 2011, all of whom are residents of Buenos Aires, Argentina, the position currently held by each of them, their dates of birth, their principal occupations, the dates of their appointment and the year in which their current terms will expire. The business address of the members of the Banco Galicia’s board of directors is Tte. General J. D. Perón 407, (C1038AAI) Buenos Aires, Argentina.

		Date of	Principal	Member	Current
Name	Position	Birth	Occupation	Since	Term Ends
Antonio R. Garcés	Chairman of the Board	May 30, 1942	Banker	September 2001	December 2011
Sergio Grinenco	Vice chairman	May 26, 1948	Banker	April 2003	December 2011
Guillermo J. Pando	Secretary Director	October 23, 1948	Banker	April 2003	December 2013
Pablo Gutierrez	Director	December 9, 1959	Banker	April 2005	December 2013
Luis M. Ribaya	Director	July 17, 1952	Banker	September 2001	December 2013
Pablo M. Garat (1)	Director	January 12, 1953	Lawyer	April 2004	December 2012
Ignacio A. González García(1)	Director	April 23, 1944	Accountant	April 2010	December 2012
Enrique García Pinto	Alternate Director	August 10, 1948	—	April 2009	December 2011
Raúl H. Seoane	Alternate Director	July 18, 1953	Banker	April 2005	December 2011
Juan C. Fossatti (2)	Alternate Director	September 11, 1955	Lawyer	June 2002	December 2012
Julio P. Naveyra (2)	Alternate Director	March 24, 1941	Accountant	April 2004	December 2012
Osvaldo H. Canova (2)	Alternate Director	December 8, 1934	Accountant	April 2004	December 2012

(1)

In accordance with the rules of the CNV, and pursuant to the classifications adopted by the CNV, Messrs. Garat and González García are independent and were elected at the ordinary shareholders’ meeting held on April 14, 2010. The board of directors’ meeting held on April 15, 2010 elected them as members of the Audit Committee. Messrs. Garat and González García are also independent directors in accordance with the Nasdaq rules.

(2)

In accordance with the rules of the CNV, and pursuant to the classifications adopted by the CNV, Messrs. Fossatti, Canova and Naveyra are independent alternate directors. They would replace the independent directors in case of vacancy. They are also independent directors in accordance with the Nasdaq rules.

The following are the biographies of the members of the board of directors of Banco Galicia:

Antonio Roberto Garcés: Mr. Garcés obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Issuer since 1959. In April 1985, he was appointed as an alternate director of Banco Galicia. Subsequently, he was appointed as the vice chairman of Banco Galicia in September 2001, the chairman of the board of directors of Banco Galicia from March 2002 until August 2002, and then the vice chairman from August 2002 until April 2003, when he was elected as the chairman of Banco Galicia’s board of directors, a position he currently holds, after being re-elected on April 28, 2009. From April 2003 until April 2011, he was a member of the Board of Directors and served as its chairman from April 23, 2003 to April 2010. Mr. Garcés is also the first vice chairman of the Argentine Bankers Association (ADEBA), a director of Compañía Financiera Argentina and a lifetime trustee of the Fundación.

Sergio Grinenco: See “—Our Board of Directors”.

Guillermo Juan Pando: Mr. Pando has been associated with Banco Galicia since 1969. He was first elected as an alternate director of Banco Galicia from September 2001 until June 2002, and in April 2003 he was elected as a director. He is also the chairman of Galicia Cayman and Private Equity Management Corporation Ltd., vice chairman of Distrocuyo S.A. and Electrigal S.A., director of Santiago Salud S.A. an alternate director of Compañía Financiera Argentina, Tarjetas Regionales S.A., Tarjetas del Mar S.A. and Tarjeta Naranja S.A., the liquidator of Galicia Factoring y Leasing S.A. (in liquidation) and Galicia Capital Markets S.A. (in liquidation) and an alternate trustee of Fundación Banco de Galicia y Buenos Aires.

Pablo Gutierrez: See “—Our Board of Directors”.

Luis María Ribaya: Mr. Ribaya obtained a degree in law from the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1971. He was elected as a director of Banco Galicia in September 2001, as an alternate director in June 2002 and again as a director in April 2003. Mr. Ribaya is also the chairman of Argencontrol S.A. and MAE, a director of Galicia Valores, and an alternate trustee of Fundación Banco de Galicia y Buenos Aires.

Pablo María Garat: Mr. Garat obtained a degree in law at the Universidad de Buenos Aires. He has been associated with Banco Galicia as an independent director since April 2004. Mr. Garat has been an official representative of the Province of Tierra del Fuego and an advisor to the Argentine Senate, and he currently develops its professional independent activity at his own law firm and is a professor at the University of Constitutional Law and Constitutional Tributary Law.

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Ignacio Abel González García: Mr. González García obtained a degree in national public accounting at the Universidad de Buenos Aires and a master in Auditing at Drew University, New Jersey. Previously, he served as a Member of the International Committee of Finance & Value Sharing, PricewaterhouseCoopers. He was appointed as director of Banco Galicia at the shareholders’ meeting held on April 14, 2010. He is also syndic of Sociedad Anónima La Nación, La Nación Nuevos Medios, Publirevistas S.A., Sociedad Anónima Importadora y Exportadora de la Patagonia and Banelco S.A., Founder and President of P.O.D.ER (Polo de Desarrollo Educativo Renovador).

Raúl Héctor Seoane: Mr. Seoane obtained a degree in economics from the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1988. Mr. Seoane has served as an alternate director of Banco Galicia since April 2005.

Enrique García Pinto: Mr. García Pinto has been associated with Banco Galicia since 1970. Previous to such time he served at Nobleza Piccardo SAYCYF and Saturno Agropecuaria SCA. Mr. García Pinto was appointed as an alternate director of Banco Galicia at the shareholders’ meeting held on April 28, 2009. He is also vice chairman of Galicia Internacional S.A. and an alternate director of Sullair S.A. and Distrocuyo S.A.

Juan Carlos Fossatti: Mr. Fossatti obtained a degree in law from the Universidad de Buenos Aires. He has been associated with Banco Galicia since June 2002, when he was elected as an independent alternate director at the annual general shareholders’ meeting. Mr. Fossatti is also the chairman of Tierras del Bermejo S.A. and of Tierras del Tigre S.A. and director of Baerlocher do Brazil S.A. (Sao Paulo — Brazil).

Julio Pedro Naveyra: Mr. Naveyra obtained a degree in accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since April 2004 when he was elected as an independent alternate director. Mr. Naveyra has also been a member of Harteneck, López y Cía. (now Price Waterhouse & Co. S.R.L.). He is also a syndic of S.A. La Nación, Supermercados Makro S.A., Sandoz S.A., Exxon Mobil S.A., Plan Ovalo S.A. de Ahorro, Ford Motor Argentina S.R.L. and Ford Credit Argentina S.A., and a director of Gas Natural Ban S.A., Telecom Argentina S.A. and Grupo Concesionario del Oeste S.A.

Osvaldo Héctor Canova: Mr. Canova obtained a degree in accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since April 2004 when he was elected as an independent alternate director. Mr. Canova has also been a member of Harteneck, López y Cía. (now Price Waterhouse & Co. S.R.L.) and Mcduliffe, Turquan Young. Mr. Canova is also President of Maynor S.A. and a syndic of Unilever Argentina S.A., Helket S.A., Sociedad Anónima Grasas Refinadas Argentinas Comercial e Industrial (SAGRA), Arisco S.A., Novartis S.A., Ford Credit de Argentina S.A., Plan Ovalo S.A. de Ahorro and Ford Credit Holding Argentina S.A.

Functions of the Board of Directors of Banco Galicia

Banco Galicia’s board of directors may consist of three to nine permanent members. In addition, there can be one or more alternate directors who can act during the temporary or permanent absence of a director. As of the date of this annual report, five directors and one alternate director were engaged on a full time basis in the day-to-day operations of Banco Galicia. Messrs. García Pinto, Fossatti, Garat, González García, Canova and Naveyra are not employees of Banco Galicia.

Banco Galicia’s board of directors meets formally twice each week and informally on a daily basis, is in charge of Banco Galicia’s general management and makes all the necessary decisions. Members of Banco Galicia’s board of directors serve on the following committees:

Risk Management Committee: This committee is composed of four directors, the CEO, the managers of the Planning and Financial Control and the Risk Management Divisions, and the Internal Audit Department manager. This committee is in charge of approving risk management strategies, policies, processes and procedures and the contingency plans thereof. It is also responsible for setting specific limits for the exposure to each risk and approving, when applicable, temporary excesses over said limits as well as being informed of each risk position and compliance with policies. This committee meets at least once every two months. Its resolutions are summarized in writing.

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Credit Committee: This committee is composed of five directors, the CEO and the managers of the Credit and Risk Management Divisions. The managers of the Wholesale Banking, Retail Banking and Financial Divisions must attend the meetings if the bank account pending approval by this committee corresponds to any of the above-mentioned divisions. This committee meets at least once every week. It is in charge of granting loans for amounts higher than Ps.50 million and all loans to financial institutions (local or international) and related parties. Approved operations are recorded in signed and dated documents.

Information Technology Committee: This committee is composed of three directors, the CEO, the Comprehensive Corporate Services Division manager and the IT Department manager. This committee is in charge of supervising and approving the development plans of new systems and their budgets, as well as controlling these systems’ budget control. It is also responsible for approving the general design of the systems’ structure, the main processes thereof and the systems implemented, as well as monitoring the quality of Banco Galicia’s systems. This committee meets at least once every three months. It can hold extraordinary meetings when there exist issues that require to be considered urgently. The IT Department manager usually calls for the meeting and requests the documents to be considered. However, any member of the Committee can do so. Its resolutions are summarized in writing.

Audit Committee: In accordance with the requirements set forth by the Argentine Central Bank regulations, Banco Galicia has an Audit Committee composed of two directors, one of which is an independent director, and the Internal Audit Department manager. In addition, in its capacity as a publicly listed company (in Argentina), Banco Galicia must comply with the transparency regime for public companies set forth by Decree No. 677/01 and by the rules established by the CNV in its resolutions No. 400, 402 and supplementary regulations. In compliance with the CNV regulations, the Audit Committee is made up of three directors, two of which are independent directors.

Committee for the Control and Prevention of Money Laundering and Funding of Terrorist Activities: This committee is responsible for planning, coordinating and enforcing compliance with the policies for the prevention and control of money laundering and funding of terrorist activities established and approved by Banco Galicia’s board of directors, based on regulations in force. Furthermore, this committee is in charge of the design of internal controls, personnel training plans and the control of the fulfillment thereof by the internal audit. It is composed of two directors, the CEO, the person in charge of the Anti-Money Laundering Unit (UAL), the managers of the following divisions: Financial, Wholesale and Retail Banking and Comprehensive Corporate Services, as well as the Risk Management Division manager and the Internal Audit Department manager. The syndics can be invited to attend any meeting called by this committee. The Anti-Money Laundering Unit reports directly to Banco Galicia’s board of directors. In addition, in compliance with the regulations set forth by the Argentine Central Bank, Director Mr. Guillermo Juan Pando, was appointed Banco Galicia’s officer responsible for the control and prevention of money laundering and funding of terrorist activities. Likewise, the Financial Division manager is the officer in charge of financial intermediation transactions.

This committee is scheduled to meet at least once every two months and its resolutions must be registered in a minutes book bearing folios and seals.

Committee for Information Integrity: This Committee was created to comply with the provisions of the U.S. Sarbanes-Oxley Act. It is composed of two directors, the CEO, the manager in charge of the Planning and Financial Control Division, the Internal Audit Department manager, and the managers of the Accounting Department, the Management of Assets and Liabilities Department and the Investor Relations Department. The syndics can be invited to attend any meeting called by this committee. A member of this committee that was created for the same purpose by Grupo Financiero Galicia also attends the meetings held by this committee. Likewise, this committee may call officers from Banco Galicia’s different divisions whenever it may deem necessary. This committee will meet every month or as long as there exist issues that require to be considered

Human Resources Committee: This committee is in charge of the appointment and assignment, transfer, rotation, development, headcount and compensation of the personnel included in salary levels 9 and above. It is composed of four directors, the CEO and the Organizational Development and Human Resources Division manager. This committee meets every six months or whenever there are issues that require consideration. Its resolutions are summarized in writing.

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Asset and Liabilities Committee (ALCO): This committee is in charge of analyzing the evolution of Banco Galicia’s business from a financial point of view, in regard to fund raising and different assets placement. It is also in charge of the follow-up and control of liquidity, interest rate and currency mismatches. This committee is in charge of analyzing and making recommendations to the business divisions in connection with the management of interest rate, currency and maturity mismatches, with the goal of maximizing financial and foreign-exchange results within acceptable parameters of risk and capital use. This Committee is also responsible for suggesting changes to these parameters, if necessary, to Banco Galicia’s board of directors. Five directors, the CEO, the Retail Banking Division manager, the Wholesale Banking Division manager, the Financial Division manager, the Risk Management Division manager and the Planning and Financial Control Division manager are members of this committee. This committee meets at least once a month. Its resolutions are summarized in writing and signed by two of its members.

Customer Assistance Committee: This committee is in charge of the general supervision of the activities related to the servicing, follow-up and resolution of customer complaints. This committee establishes the standards for customer service, with the purpose of implementing improvements to minimize the number of complaints and shorten response times. It is made up of one director, the Head of the Center for Retail Business Contacts and the Galicia Responde Service, and the division and department managers and other officers whose participation is deemed relevant. This committee is scheduled to meet at least once every two months. Its resolutions are summarized in writing.

Planning and Management Control Committee: This committee is composed of five directors, the CEO, the Risk Management Division manager, the Planning and Financial Control Division manager and the Internal Audit Department manager. The syndics can be invited to attend any meeting called by this committee. This committee is in charge of the analysis, definition and follow-up of the consolidated balance sheet and income statement. This committee meets at least once every month. Quarterly budgetary follow-up by division must be made in meetings, in which three directors, the CEO, the Planning and Financial Control Division manager and those managers who are called upon may attend. Its resolutions are summarized in writing and signed by two of the above-mentioned officers.

Segments and Business Management Committee: This committee is composed of three directors, the CEO, the division managers, the department managers and those officers whose participation is deemed necessary and those whose presence is specifically requested. It is in charge of the analysis, definition and follow-up of businesses and segments. This committee meets at least once every three months. Its resolutions are summarized in writing and signed by two of the above-mentioned officers.

Crisis Committee: This committee is composed of five directors, the CEO and those other officers whose participation is deemed to be necessary and those who are invited to attend. This committee is in charge of the assessment of any liquidity crisis and the implementation of actions designed to resolve the same. Its resolutions are summarized in writing and are signed by any two of the previously described members.

Periodically, the board of directors of Banco Galicia is informed of the actions taken by the committees, which are recorded in minutes.

Banco Galicia’s Executive Officers

On August 31, 2009, Mr. Daniel A. Llambías, an accountant, was appointed CEO of Banco Galicia, by decision of its board of directors. The CEO is in charge of implementing the strategic goals established by the board of directors of Banco Galicia. Likewise, he coordinates the managers of Banco Galicia’s divisions, while reporting to Banco Galicia’s board of directors.

Daniel Antonio Llambías: Mr. Llambías was born on February 8, 1947. He obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1964. He was elected as an alternate director of Banco Galicia in September 1997 and as a director in September 2001 until August 2009, when he was appointed CEO. Mr. Llambías is also the chairman of Sudamericana Holding S.A., the vice chairman of Visa Argentina S.A and Tarjetas del Mar S.A., a director of Tarjeta Naranja S.A., Tarjetas Regionales S.A., Tarjetas Cuyanas S.A., IDEA and Fincas de La Juanita S.A., as well as a member of the supervisory committee of Automóvil Club Argentino, and an alternate trustee of the Fundación Banco de Galicia y Buenos Aires.

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The following divisions and department managers report to Banco Galicia’s CEO:

Division	Manager
Retail Banking	Juan Sarquis
Wholesale Banking	Gastón Bourdieu
Financial	Pablo María Leon
Risk Management	Juan Carlos L’Afflitto
Credit	Marcelo Poncini
Comprehensive Corporate Services	Miguel Ángel Peña
Organizational Development and Human Resources	Rafael Pablo Bergés
Planning and Financial Control	Raúl Héctor Seoane

Retail Banking Division: This division is responsible for designing, planning and implementing the vision, strategies, policies and goals for the Retail Banking Division’s businesses and for each customer segment and distribution channel. It is also in charge of the definition and control of this division’s business goals. The following departments report to this division: Private Banking, Segments, Products, Alternative Channels, Branch Network, Publicity, Promotion and Image, and Operating Supervision of Branches and Planning.

Wholesale Banking Division: This division is responsible for designing, planning and implementing the vision, strategies, policies and goals for the Wholesale Banking Division’s businesses and for each customer segment (corporate, SMEs, agriculture and livestock companies and public-sector companies) and products. It is also in charge of the definition and control of this division’s business goals. The following departments report to this division: Agriculture and Livestock Sector, Corporate, SMEs, Public Sector, Wholesale Products and Marketing, Capital Markets and Investment Banking, Business Analysis and Planning.

Financial Division: This division is responsible for planning and managing the correct use of financial resources and providing the appropriate funding for Banco Galicia’s businesses, establishing and applying Banco Galicia’s deposit-raising and funding policies within the parameters established by Banco Galicia’s risk policies. It also manages short-term resources and Banco Galicia’s investment portfolio, ensuring the correct execution of transactions. The following departments report to this division: Management of Assets and Liabilities, Treasury, Banking Relations and Information Support and Management.

Risk Management Division: This division is responsible for monitoring and actively managing the various risks faced by the Bank (credit, financial and operational) and its subsidiaries, as well as ensuring the Bank’s compliance with Argentine and international policies in place to control and prevent money laundering and terrorist financing. The following departments report to this division: Credit Risk and Insurance, Financial Risk, Operational Risk, Information and Risk Analysis and Development and Management of Models.

Credit Division: This division is responsible for developing and proposing the strategies for credit and credit-granting policies, as well as managing and monitoring credit origination processes, follow-up and control thereof, and the recovery of past-due loans. This aims at ensuring the quality of the loan portfolio, cost and time efficiency, and recovery optimization, thus minimizing loan losses and optimizing efficiency in processes and business credit granting. The following departments report to this division: Credit Analysis, Corporate Credit, Consumer Credit, Preventative Management and Analysis, Customer Credit Recovery, Portfolio Recovery, Information and Management of the Area, Policies and Strategies and Special Projects.

Comprehensive Corporate Services Division: This division is responsible for designing, planning and implementing the strategies and policies for the IT, Organization, Operations, Purchase of Goods and Services and Infrastructure divisions, and the maintenance thereof. It is as well in charge of Banco Galicia’s physical and information safety, with the purpose of ensuring and maintaining the logistic support for its operations and activities. The following departments report to this division: Operations, IT, Organization, Engineering and Maintenance, Purchases and Contracts, Security, Management Control and Information Security.

Organizational Development and Human Resources Division: This division is in charge of designing, planning and implementing human resources strategies and policies, as well as defining and controlling management goals of Banco Galicia’s human resources with the purpose of ensuring homogeneous practices, availability of qualified and motivated personnel and a proper work environment. The following departments report to this division: Human Resources, Internal Communications and Change Management, Management Development, Compensation and Benefits, Quality Assurance and Corporate Social Responsibility.

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Planning and Financial Control Division: This division is responsible for planning and controlling budget, accounting and tax activities. The following departments report to this division: Accounting, Tax Advisory, Planning and Management Control, Investors Relations and Fiduciary Administration and Supplementary Businesses.

The following departments report to the CEO:

Department	Manager
Legal Advisory Services Department	María Elena Casasnovas
Research Department	Nicolás Dujovne

Legal Advisory Services Department: This department is responsible for providing advisory services and determining the steps to be taken for Banco Galicia’s business conduction under the regulations in force, with the purpose of ensuring the legitimacy thereof and avoiding loss of rights, indemnifications and/or penalties.

Research Department: This department is responsible for providing Banco Galicia’s different areas with the analysis and information that may contribute to increasing income and customer portfolios, as well as facilitating the decision-making process.

The following departments report to the board of directors of Banco Galicia:

Department	Manager
Internal Audit	Omar Severini
Institutional Affairs and Press Department	Diego Francisco Videla
Anti-money Laundering Unit	Claudia Estecho

Internal Audit Department: This department is responsible for assessing and monitoring the effectiveness of internal control systems with the purpose of ensuring compliance with applicable laws and regulations.

Institutional Affairs and Press Department: This department is responsible for managing and controlling press and institutional image promotion activities, providing advice to the different areas.

Anti-money Laundering Unit: This unit is responsible for monitoring and detecting unusual possible operations to assure compliance with the Control and Prevention of Money Laundering regulations.

The following are the biographies of Banco Galicia’s CEO and the senior executive officers mentioned above and not provided in the sections “—Board of Directors of Banco Galicia” or “—Our Board of Directors” above.

Daniel Antonio Llambías: Mr. Llambías was born on February 8, 1947. He obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with the Issuer since 1964. He was elected as an alternate director of the Issuer in September 1997 and as a director in September 2001 until August 2009, when he was appointed chief executive officer of the Issuer. Mr. Llambías is also the chairman of Sudamericana Holding S.A., the vice chairman of Visa Argentina S.A. and Tarjetas del Mar S.A., a director of Tarjeta Naranja S.A., Tarjetas Regionales S.A., Tarjetas Cuyanas S.A., IDEA and Fincas de La Juanita S.A., as well as a member of the supervisory committee of Automóvil Club Argentino, and an alternate trustee of the Fundación.

Juan H. Sarquís: Mr. Sarquís was born on June 23, 1957. He obtained a degree in economics at the Universidad Católica Argentina. He has been associated with Banco Galicia since 1982. Mr. Sarquis is also a director of Sudamericana Holding S.A. and Banelco S.A., an alternate director of Visa Argentina S.A., Banelsip S.A., Tarjetas Regionales S.A., Tarjeta Naranja S.A., Tarjetas del Mar S.A. and Tarjetas Cuyanas S.A.

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Gastón Bourdieu: Mr. Bourdieu was born on August 31, 1956. He obtained a degree in agricultural administration at UADE University. He has been associated with Banco Galicia since 1981 as a member of the young professional program in the Credit Division. He is also a director of Galicia Warrants.

Pablo M. Leon: Mr. Leon was born on August 31, 1964. He obtained a degree in finance at the Universidad de Palermo and two PDF (Programs for Executive Development) at IAE (Instituto Argentino de Empresas) and IMD, Lausanne, Switzerland. He has been associated with Banco Galicia since 1987. He is also the chairman of Galicia Valores and director of Argenclear S.A.

Juan Carlos L’Afflitto: Mr. L’Afflitto was born on September 15, 1958. He received a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 1986. Prior to such time, he worked at Morgan, Benedit y Asociados, where he acted as an advisor and accountant. He was a professor at the Universidad Católica Argentina until 1990.

Marcelo Poncini: Mr. Poncini was born on November 11, 1961. He obtained a degree in business administration at the Universidad de Morón. He has been associated with Banco Galicia since 1987.

Miguel Angel Peña: Mr. Peña was born on January 22, 1962. He obtained a degree in information systems from the Universidad Nacional Tecnológica. He has been associated with Banco Galicia since 1994. Mr. Peña is director of Tarjeta Naranja S.A. He is also a voting member of the ONG-Usuaria (Asociación Argentina de Usuarios de la Informática y las Comunicaciones).

Rafael Pablo Bergés: Mr. Bergés was born on Septembre 10, 1963. He obtained de degree in industrial ingeneering. He has been asociate with Banco Galicia since August 2010. Prior to sucha time, he worked at Techint and at a several muntinational companies in managerial positions. From 1998 to 2009 he was vice president in the Human Resources Division of Grupo Telefónica.

Raúl Héctor Seoane: See “Board of Directors of Banco Galicia".

María Elena Casasnovas: Mrs. Casasnovas was born on May 10, 1951. She obtained a degree in law at the Pontificia Universidad Católica Santa María de los Buenos Aires. She has been associated with Banco Galicia since 1972.

Nicolás Dujovne: Mr. Dujovne was born on May 18, 1967. He received a degree in economics at the Universidad de Buenos Aires and a master’s degree in Economics at the Universidad Torcuato Di Tella. He has been associated with Banco Galicia since 1997. Prior to such time, he worked at Citibank Argentina, Alpha and Macroeconómica. In 1998, he served as the chief of advisors to the Secretary of the Argentine Treasury and, in 2000, as the representative of the Argentine Ministry of Economy at the Argentine Central Bank’s board of directors. He also worked as a consultant for The World Bank. In 2001, he returned to Banco Galicia as the Chief Economist.

Omar Severini: Mr. Severini was born on July 30, 1958. He obtained a degree in national public accounting from the Universidad de Belgrano. He has been associated with Banco Galicia since 1978.

Diego Francisco Videla: Mr. Videla was born on November 7, 1947. He has been associated with Banco Galicia since 1997. Prior to such time, he acted as an advisor in the privatization of Banco de la Provincia de Misiones S.A. Mr. Videla is a voting member of the Fundación Policía Federal Argentina and a secretary of Fundación Escuela de Guerra Naval Argentina.

Claudia Raquel Estecho: Mrs. Estecho was born on September 24, 1957. She obtained a degree in public accounting at the Universidad de Buenos Aires. She has been associated with Banco Galicia since 1976.

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Banco Galicia’s Supervisory Committee

Banco Galicia’s bylaws provide for a Supervisory Committee consisting of three syndics and three alternate syndics. Pursuant to Argentine law and to the provisions of Banco Galicia’s bylaws, Banco Galicia’s syndics and alternate syndics are responsible of ensuring that all of Banco Galicia’s actions are in accordance with applicable Argentine law. Syndics and alternate syndics do not participate in business management and cannot have managerial functions of any type. Syndics are responsible for, among other things, the preparation of a report to the shareholders analyzing Banco Galicia’s financial statements for each year and the recommendation to the shareholders as to whether to approve such financial statements. Syndics and alternate syndics are elected at the ordinary shareholders’ meeting for a one-year term and they can be re-elected. Alternate syndics act in the temporary or permanent absence of a syndic.

The table below shows the composition of Banco Galicia’s Supervisory Committee as they were re-elected by the annual shareholders’ meeting held on April 14, 2010.

	Year of		Principal
Name	Appointment	Position	Occupation	Current Term Ends
Enrique M. Garda Olaciregui	2011	Syndic	Lawyer	December 31, 2011
Norberto D. Corizzo	2011	Syndic	Accountant	December 31, 2011
Luis A. Díaz	2011	Syndic	Accountant	December 31, 2011
Fernando Noetinger	2011	Alternate Syndic	Lawyer	December 31, 2011
Miguel N. Armando	2011	Alternate Syndic	Lawyer	December 31, 2011
Ricardo A. Bertoglio	2011	Alternate Syndic	Accountant	December 31, 2011

For the biographies of Messrs. Enrique M. Garda Olaciregui, Norberto D. Corizzo, Luis A. Díaz, Fernando Noetinger and Miguel N. Armando, see “-Our Supervisory Committee”.

Ricardo Adolfo Bertoglio: Mr. Bertoglio obtained a degree in national public accounting at the Universidad de Buenos Aires. He has been associated with Banco Galicia since 2002. He was elected as a syndic in June 2002 and served as a syndic until April 2006, at which time he was elected as an alternate syndic.

Compensation of Banco Galicia’s Directors and Officers

Banco Galicia’s board of directors establishes the policy for compensation of Banco Galicia’s personnel. Banco Galicia’s managers receive a fixed compensation and they may receive a variable compensation, based on their performance. Five directors and an alternate director are employees of Banco Galicia and, therefore, receive a fixed compensation and may also receive a variable compensation based on their performance, provided that these additional payments do not exceed the standard levels of similar entities in the Argentine financial market, a provision that is applicable to managers as well. The compensation regime includes the possibility of acquiring a retirement insurance policy. Banco Galicia does not maintain stock-option plans or pension plans or any other retirement plans for the benefit of its directors and managers. Banco Galicia does not have a policy establishing any termination benefits for its directors.

For fiscal year 2010, Banco Galicia’s ordinary shareholders’meeting held on April 27, 2011, approved compensation for the independent directors in the total amount of Ps.0.73 million.

During 2010, provisions were established to cover the variable compensation of Banco Galicia’s board of directors and managers for the fiscal year. In January 2010, Banco Galicia’s board of directors decided to pay the variable compensation corresponding to fiscal year 2009, based on the compensation for similar or equivalent positions in the market, in recognition of the performance and professional development of the respective beneficiaries during said fiscal year. In March 2011, Banco Galicia’s board of directors decided to pay a variable compensation to certain employees of Banco Galicia for the fiscal year 2010, based on the compensation for similar or equal job positions in the labor market, in recognition of the performance and professional development of the respective beneficiaries during fiscal year 2010.

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Employees

The following table shows the composition of our staff:

	As of December 31,
	2010		2009		2008
Grupo Financiero Galicia S.A.		13		10		9
Banco de Galicia y Buenos Aires S.A.		5,185		5,028		5,324
Branches		2,685		2,636		2,888
Head Office		2,500		2,392		2,436
Galicia Uruguay		7		8		10
Regional Credit-Card Companies		4,699		3,936		3,898
CFA		1,160		—		—
Sudamericana Consolidated		126		116		105
Other Subsidiaries		48		44		62
Total		11,238		9.142		9,408

Within the current legal framework, membership in an employee union is voluntary and there is only one union of bank employees with national representation. As of December 31, 2010, approximately 14% of Banco Galicia’s employees were affiliated with the national bank employee union. The employees of the Regional Credit Card Companies are affiliated with the national commerce employee union, in a percentage that ranged from 1.5% to 8.8%, depending on the company, as of December 31, 2010. During the first four months of 2010, 2009 and 2008, the bank employee union and the national commerce employee union renegotiated their respective collective labor agreements in order to establish new minimum wages. As a result, between March and April of each year, salary increases were granted. Banco Galicia has not experienced a strike by its employees since 1973 and the Regional Credit Card Companies have never experienced any strike event. We believe that our relationship with our employees has developed within normal and satisfactory parameters.

We have a human resources policy that aims at providing our employees possibilities for growth and personal and socio-economic achievement. We will continue our current policy of monitoring both wage levels and labor conditions in the financial industry in order to be competitive. Our employees receive fixed compensation and may receive variable compensation according to their level of achievement. We do not maintain any profit-sharing programs for our employees.

The Fundación Banco de Galicia y Buenos Aires (the “Fundación”) is an Argentine non-profit organization that provides various services to Banco Galicia employees. The various activities of the Fundación include, among others, managing the medical services of Banco Galicia employees and their families, purchasing school materials for the children of Banco Galicia’s employees and making donations to hospitals and other charitable causes, including cultural events. The Fundación is managed by a Council, certain members and alternate members of which are members of our Board of Directors and supervisory committee. Members and alternate members of the Council do not receive remuneration for their services as trustees.

Nasdaq Corporate Governance Standards

Pursuant to Nasdaq Marketplace Rule 5615(a) (3), a foreign private issuer may follow home country corporate governance practices in lieu of the requirements of the Rule 5600 Series, provided that the foreign private issuer complies with certain sections of the Rule 5000 Series, discloses each requirement that it does not follow and describes the home relevant country practice followed in lieu of such requirement. The requirements of the Rule 5000 Series and the Argentine corporate governance practice that we follow in lieu thereof are described below:

(i) Rule 5250 (d) — Distribution of Annual and Interim Reports. In lieu of the requirements of Rule 5250 (d), we follow Argentine law, which requires that companies make public a Spanish language annual report, including annual audited consolidated financial statements, by filing such annual report with the CNV and the BASE, within 70 calendar days of the end of the company’s fiscal year. Interim reports must be filed with the CNV and the BASE within 42 calendar days of the end of each fiscal quarter. The BASE publishes the annual reports and interim reports in the BASE bulletin and makes the bulletin available for inspection at its offices. In addition, our shareholders can receive copies of our annual reports and any interim reports upon such shareholders’ request. English language translations of our annual reports and interim reports are furnished to the SEC. We also post the English language translation of our annual reports and quarterly press releases on our website. Furthermore, under the terms of the Second Amended and Restated Deposit Agreement, dated as of June 22, 2000, among us, The Bank of New York, as depositary, and owners of ADSs issued thereunder, we are required to furnish The Bank of New York with, among other things, English language translations of our annual reports and each of our

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quarterly press releases. Annual reports and quarterly press releases are available for inspection by ADRs holders at the offices of The Bank of New York located at, 101 Barclay Street, New York, New York. Finally, Argentine law requires that 20 calendar days before the date of a shareholders’ meeting, the board of directors must provide to the shareholders, at the company’s executive office or through electronic means, all information relevant to the shareholders’ meeting, including copies of any documents to be considered by the shareholders (which includes the annual report), as well as proposals of the company’s board of directors.

(ii) Rule 5605 (b) (1) — Majority of Independent Directors. In lieu of the requirements of Rule 5605 (b) (1), we follow Argentine law, which does not require that a majority of the board of directors be comprised of independent directors. Argentine law instead requires that public companies in Argentina such as us must have a sufficient number of independent directors to be able to form an audit committee of at least three members, the majority of which must be independent pursuant to the criteria established by the CNV. In addition, because we are a “controlled company” as defined in Rule 5615 (c) (1), we are relying on the exemption provided thereby for purposes of complying with Rule 5615 (c) (2).

(iii) Rule 5605 (b) (2) — Executive Sessions of Independent Directors. In lieu of the requirements of Rule 5605 (b) (2), we follow Argentine law which does not require independent directors to hold regularly scheduled meetings at which only such independent directors are present (i.e., executive sessions). Our Board of Directors as a whole is responsible for monitoring our affairs. In addition, under Argentine law, the board of directors may approve the delegation of specific responsibilities to designated directors or non-director managers of the company. Also, it is mandatory for public companies to form a supervisory committee (composed of syndics), which is responsible for monitoring the legality of the company’s actions under Argentine law and the conformity thereof with its by-laws. Finally, our audit committee has regularly scheduled meetings and, as such, such meetings will serve a substantially similar purpose as executive sessions.

(iv) Rule 5605 (d) — Compensation of Officers. In lieu of the requirements of Rule 5605 (d), we follow Argentine law, which does not require companies to form a compensation committee comprised solely of independent directors. It also is not required in Argentine law that the compensation of the chief executive officer and all other executive officers be determined by either a majority of the independent directors or a compensation committee comprised solely of independent directors. Under Argentine law, the board of directors is the corporate body responsible for determining the compensation of the chief executive officer and all other executive officers, so long as they are not directors. In addition, under Argentine law, the audit committee shall give its opinion about the reasonableness of management’s proposals on fees and option plans for directors or managers of the company. Finally, because we are a “controlled company” as defined in Rule 5615 (c) (1), we are relying on the exemption provided thereby for purposes of complying with Rule 5615 (c) (2).

(v) Rule 5605 (e) (1) — Nomination of Directors. In lieu of the requirements of Rule 5605 (e) (1), we follow Argentine law which requires that directors be nominated directly by the shareholders at the shareholders’ meeting and that they be selected and recommended by the shareholders themselves. Under Argentine law, it is the responsibility of the ordinary shareholders’ meeting to appoint and remove directors and to set their compensation. In addition, because we are a “controlled company” as defined in Rule 5615 (c) (1), we are relying on the exemption provided thereby for purposes of complying with Rule 5615 (c) (2).

(vi) Rule 5605 (c) (1) — Audit Committee Charter. In lieu of the requirements of Rule 5605 (c) (1), we follow Argentine law, which requires that audit committees have a charter but does not require that companies certify as to the adoption of the charter nor does it require an annual review and assessment thereof. Argentine law instead requires that companies prepare a proposed plan or course of action with respect to those matters, which are the responsibility of the company’s audit committee. Such plan or course of action could, at the discretion of our audit committee, include a review and assessment of the audit committee charter.

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(vii) Rule 5605 (c) (2) — Audit Committee Composition. Argentine law does not require, and it is equally not customary business practice in Argentina, that companies have an audit committee comprised solely of independent directors. Argentine law instead requires that companies establish an audit committee with at least three members comprised of a majority of independent directors as defined by Argentine law. Nonetheless, although not required by Argentine law, we have a three member audit committee comprised of entirely independent directors, as independence is defined in Rule 10 A-3 (b) (1), one of which the Board of Directors has determined to be an audit committee financial expert. In addition, we have a supervisory committee (“comisión fiscalizadora”) composed of three syndics, which are in charge of monitoring the legality, under Argentine law, of the actions of our board of directors and the conformity of such actions with our by-laws.

(viii) Rule 5620 (c) — Quorum. In lieu of the requirements of Rule 5620 (c), we follow Argentine law and our bylaws, which distinguish between ordinary meetings and extraordinary meetings and require, in connection with ordinary meetings, that a quorum consist of a majority of stock entitled to vote. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, constitute a quorum and resolutions may be adopted by an absolute majority of the votes present. Argentine law and our bylaws require, in connection with extraordinary meetings, that a quorum consist of 60% of the stock entitled to vote. However, if such quorum is not present at the first meeting, our bylaws provide that a second meeting may be called which may be held with the number of shareholders present. In both ordinary and extraordinary meetings, decisions are adopted by an absolute majority of votes present at the meeting, except for certain fundamental matters (such as mergers and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), anticipated liquidation, a change in our domicile to outside of Argentina, total or partial recapitalization of our statutory capital following a loss, any transformation in our corporate legal form or a substantial change in our corporate purpose) which require an approval by vote of the majority of all the stock entitled to vote (all stock being entitled to only one vote).

(ix) Rule 5620 (b) — Solicitation of Proxies. In lieu of the requirements of Rule 5620 (b), we follow Argentine law which requires that notices of shareholders’ meetings be published, for five consecutive days, in the Official Gazette and in a widely circulated newspaper in Argentina no earlier than 45 calendar days prior to the meeting and at least 20 calendar days prior to such meeting. In order to attend a meeting and be listed on the meeting registry, shareholders are required to submit evidence of their book-entry share account held at Caja de Valores S.A. (“Caja de Valores”) up to three business days prior to the scheduled meeting date. If entitled to attend the meeting, a shareholder may be represented by proxy (properly executed and delivered with a certified signature) granted to any other person, with the exception of a director, syndic, member of the surveillance committee (“consejo de vigilancia”), manager or employee of the issuer, which are prohibited by Argentine law from acting as proxies. In addition, our ADRs holders receive, prior to the shareholders’ meeting, a notice listing the matters on the agenda, a copy of the annual report and a voting card.

(x) Rule 5630 (a) — Conflicts of Interest. In lieu of the requirements of Rule 5630 (a), we follow Argentine law which requires that related party transactions be approved by the audit committee when the transaction exceeds one percent (1%) of the corporation’s net worth, measured pursuant to the last audited balance sheet, so long as the relevant transaction exceeds the equivalent of three hundred thousand Argentine Pesos (Ps.300,000). Directors can contract with the corporation only on terms consistent with prevailing market terms. If the contract is not in accordance with prevailing market terms, such transaction must be pre-approved by the board of directors (excluding the interested director). In addition, under Argentine law, a shareholder is required to abstain from voting on a business transaction in which its interests may be in conflict with the interests of the company. In the event such shareholder votes on such business transaction and such business transaction would not have been approved without such shareholders’ vote, such shareholder may be liable to the company for damages and the resolution may be declared void.

Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.

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Share Ownership

For information on the share ownership of our directors and executive officers as of December 31, 2010, see Item 7. “Major Shareholders and Related Party Transactions-Major Shareholders”.

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

As of April 30, 2011, our capital structure was made up of class A shares, each of which is entitled to five votes and class B shares, each of which is entitled to one vote. As of April 30, 2011, we had 1,241,407,017 shares outstanding composed of 281,221,650 class A shares and 960,185,367 class B shares (397,228,430 of which were evidenced by 39,722,843 ADSs).

Our controlling shareholders are members of the Escasany, Ayerza and Braun families and the Fundación. As of April 30, 2011, the controlling shareholders owned 100% of our class A shares through EBA Holding (representing 22.65% of our total outstanding shares) and 13.99% of our class B shares (or 10.82% of our total outstanding shares), therefore directly and indirectly owning 33.47% of our shares and 65.09% of total votes.

Based on information that is available to us, the table below sets forth, as of April 30, 2011, the number of our class A and class B shares held by holders of more than 5% of each class of shares, the percentage of each class of shares held by such holder, and the percentage of votes that each class of shares represent as a percentage of our total possible votes.

Class A Shares

Name	Class A Shares	% of Class A Shares		% of Total Votes
EBA Holding S.A.	281,221,650 class A shares		100		59.4

Class B Shares

Name	Class B Shares	% of Class B Shares		% of Total Votes
The Bank of New York (1)	397,228,430 class B shares		41.4		16.8
ANSES (2)	253,745,743 class B shares		26.4		10.7
EBA Holding Shareholders (3)	134,284,871 class B shares		14.0		5.7
Carmignac Gestión (4)	86,020,000 class B shares		9.0		3.6

(1)	Pursuant to the requirements of Argentine law, all class B shares represented by ADSs are owned of record by The Bank of New York, as Depositary. The address for the Bank of New York is 101 Barclay Street, New York 10286, and the country of organization is the United States.
(2)	ANSES’ holding is obtained through information supplied by Caja de Valores and information gathered from the ANSES. Said holding includes 46,521,340 shares in ADSs.
(3)	No member holds more than 2.0% of the capital stock. Said holding includes 37,036,150 shares in the form of ADSs.
(4)	Information is based on available public information dated March 31, 2011. The address for Carmignac Gestion S.A. is 34 place Vendome 75001, Paris, France.

Based on information that is available to us, the table below sets forth, as of April 30, 2011, the shareholders that either directly or indirectly have more than 5% of our votes or shares.

Name	Shares	% of Shares		% of Total Votes
The Bank of New York	397,228,430 class B shares		32.0		16.8
EBA Holding S.A.	281,221,650 class A shares		22.7		59.4
ANSES	253,745,743 class B shares		20.4		10.7
EBA Holding Shareholders	134,284,871 class B shares		10.8		5.7
Carmignac Gestión (1)	86,020,000 class B shares		6.9		3.6

(1) Information is based on available public information dated March 31, 2011.

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Members of the three controlling families have owned the majority of the issued share capital of Banco Galicia since 1959. Members of the Escasany family have been on the board of directors of Banco Galicia since 1923. The Ayerza and Braun families have been represented on Banco Galicia’s board of directors since 1943 and 1947, respectively. Currently, there is one member of these families on Banco Galicia’s board of directors and five members of these families on our Board of Directors. In addition, there is one alternate director on our Board of Directors that is member of the controlling families.

On September 13, 1999, the controlling shareholders of Banco Galicia formed EBA Holding S.A., an Argentine corporation, which is 100% owned by our controlling shareholders. EBA Holding holds 100% of our class A shares.

Currently, EBA Holding only has class A shares outstanding. EBA Holding’s bylaws provide for certain restrictions on the sale or transfer of its class A shares. While the class A shares of EBA Holding may be transferred to any other class A shareholder of EBA Holding, any transfer of such class A shares to third parties would automatically result in the conversion of the sold shares into class B shares of EBA Holding having one vote per share. In addition, EBA Holding’s bylaws contain rights of first refusal, buy-sell provisions and tag-along rights.

A public shareholder of Banco Galicia, who indirectly owns approximately 4.5% of the outstanding capital stock of Banco Galicia, has granted a right of first refusal for the purchase of all or part of its shares to certain of our controlling shareholders in the event such public shareholder decides to sell all or part of its Banco Galicia shares.

As of December 31, 2010, we had 81 identified United States record shareholders (not considering The Bank of New York), of which 13 held our class B shares and 68 held our ADSs. Such United States holders, in the aggregate, held approximately 122.3 million of our class B shares, representing approximately 9.8% of our total outstanding capital stock as of said date.

Related Party Transactions

Other than as set forth below, Grupo Financiero Galicia and its non-banking subsidiaries are not a party to any transactions with, and have not made any loans to any (i) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by Grupo Financiero Galicia or its non-banking subsidiaries, (ii) associates (i.e. an unconsolidated enterprise in which Grupo Financiero Galicia or its non-banking subsidiaries has a significant influence or which has significant influence over Grupo Financiero Galicia or its non-banking subsidiaries), (iii) individuals owning, directly or indirectly, an interest in the voting power of Grupo Financiero Galicia or its non-banking subsidiaries that gives them significant influence over Grupo Financiero Galicia or its non-banking subsidiaries, as applicable, and close members of any such individual’s family (i.e. those family members that may be expected to influence, or be influenced by, that person in their dealings with Grupo Financiero Galicia or its non-banking subsidiaries, as applicable), (iv) key management personnel (i.e. persons that have authority and responsibility for planning, directing and controlling the activities of Grupo Financiero Galicia or its non-banking subsidiaries, including directors and senior management of companies and close members of such individual’s family) or (v) enterprises in which a substantial interest is owned, directly or indirectly, by any person described in (iii) or (iv) over which such a person is able to exercise significant influence nor are there any proposed transactions with such persons. For purposes of this paragraph, this includes enterprises owned by directors or major shareholders of Grupo Financiero Galicia or its non-banking subsidiaries that have a member of key management in common with Grupo Financiero Galicia or its non-banking subsidiaries, as applicable. In addition, “significant influence” means the power to participate in the financial and operating policy decisions of the enterprise but means less than control. Shareholders beneficially owning a 10% interest in the voting power of Grupo Financiero Galicia or its non-banking subsidiaries are presumed to have a significant influence on Grupo Financiero Galicia or its non-banking subsidiaries, as applicable.

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Grupo Financiero Galicia has granted working capital loans to the following entities that it directly or indirectly controls:

						Outstanding amount
Entity	Granted in	Rate		Original Amount		December 31, 2010		December 31, 2009
		%				(in millions of Pesos)
Net Investment S.A.	Nov/Apr 2009		0.0	Ps.	0.20	Ps.	0	Ps.	0.20
GV Mandataria de Valores S.A.	Nov/Sep 2009		0.0	Ps.	0.57	Ps.	0	Ps.	0.76

Some of our directors and the directors of Banco Galicia have been involved in certain credit transactions with Banco Galicia as permitted by Argentine law. The Corporations’ Law and the Argentine Central Bank’s regulations allow directors of a limited liability company to enter into a transaction with such company if such transaction follows prevailing market conditions. Additionally, a bank’s total financial exposure to related individuals or legal entities is subject to the regulations of the Argentine Central Bank. Such regulations set limits on the amount of financial exposure that can be extended by a bank to affiliates based on, among other things, a percentage of a bank’s RPC. See Item 4. “Information on the Company-Argentine Banking Regulation-Lending Limits”.

Banco Galicia is required by the Argentine Central Bank to present to its board of directors, on a monthly basis, the outstanding amounts of financial assistance granted to directors, controlling shareholders, officers and other related entities, which are transcribed in the minute books of the board of directors of Banco Galicia. The Argentine Central Bank establishes that the financial assistance to directors, controlling shareholders, officers and other related entities must be granted on an equal basis with respect to rates, tenor and guarantees as loans granted to the general public.

In this section “total financial exposure” comprises equity interests and financial assistance (all credit related items such as loans, holdings of corporate debt securities without quotation, guarantees granted and unused balances of loans granted, among others), as this term is defined in “Item 4. Information on the Company-Argentine Banking Regulation-Lending Limits”.

“Related parties” refers to our directors and the directors of Banco Galicia, our senior officers and senior officers of Banco Galicia, our syndics and Banco Galicia’s syndics, our controlling shareholders as well as all individuals who are related to them by a family relationship of up to the second degree by blood and/or first degree by marriage and any entities directly or indirectly affiliated with any of these parties, not required to be consolidated.

The following table presents the aggregate amounts of total financial exposure of Banco Galicia to related parties, the number of recipients, the average amounts and the single largest exposures as of the end of the three fiscal years ended December 31, 2010 and as of April 30, 2011, the last date for which information is available.

	April 30, 2011		December 31, 2010		December 31, 2009		December 31, 2008
	In millions of Pesos, except as noted
Aggregate Total Financial Exposure	Ps.	111	Ps.	126.1	Ps.	76.0	Ps.	74.9
Number of Recipient Related Parties		231		230		219		221
Individuals		177		175		172		174
Companies		54		55		47		47
Average Total Financial Exposure	Ps.	0.5	Ps.	0.5	Ps.	0.3	Ps.	0.3
Single Largest Exposure	Ps.	25.1	Ps.	39	Ps.	18.9	Ps.	30.5

The financial assistance granted to our directors, officers and related parties by Banco Galicia, including the financial assistance that was restructured, was granted in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other non-related parties, and did not involve more than the normal risk of collectibility or present other unfavorable features.

Banco Galicia and Grupo Financiero Galicia have executed a trademark license agreement under which Banco Galicia has authorized Grupo Financiero Galicia to use the word “Galicia” in our corporate name and has authorized our direct or indirect subsidiaries, other than those of Banco Galicia, to use in their corporate names Banco Galicia’s registered trademarks, including the word “Galicia”, in marketing their products and services. The trademark license agreement has a 10-year term until July 1, 2010, at which point it becomes automatically renewable every two years. This agreement provides for the payment of an annual royalty, which in 2010 amounted to Ps.1.3 million.

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Item 8. Financial Information

We have elected to provide the financial information set forth in Item 18 of this annual report.

Legal Proceedings

We are a party to the following legal proceedings:

Banco Galicia

In response to certain pending legal proceedings, Banco Galicia has made allowances to cover (i) various types of claims filed by customers against it (e.g., claims for thefts from safe deposit boxes, collections of checks that had been fraudulently altered, discrepancies related to deposit and payment services rendered to Banco Galicia’s customers, etc.) and (ii) estimated amounts payable under labor-related lawsuits filed against Banco Galicia by former employees.

In connection with the application by financial institutions of emergency measures implemented by the executive branch of the Government during and in respect of the 2001-2002 economic crisis, which mandated the Asymmetric Pesification of deposits originally denominated in Dollars and the restructuring of such deposits, in 2002 individuals and institutions initiated a significant number of legal actions known as amparo claims against financial institutions, including Banco Galicia, on the basis that these measures violated their constitutional and other rights. These legal actions have resulted in losses for financial institutions, including Banco Galicia, as a result of court orders mandating the reimbursement of restructured deposits at values greater than those established by the emergency measures.

The Argentine Central Bank issued regulations allowing for the deferral and amortization of such losses, but the Government did not provide for any compensation for such losses to financial institutions; the Argentine Supreme Court has issued rulings with respect to Asymmetric Pesification, and varying conclusions can be drawn from these rulings. Banco Galicia has repeatedly reserved its right to make claims with respect to the negative effect that pesification has had on its results of operations. The method of accounting for such right as a deferred loss, as established by Argentine Central Bank regulations, does not affect a given right’s existence or legitimacy. On December 30, 2003, Banco Galicia formally requested of the executive branch of the Government, with a copy of such request to both the Argentine Ministry of Economy and the Argentine Central Bank, the payment of due compensation for the losses incurred by Banco Galicia caused by Asymmetric Pesification. Banco Galicia has reserved its right to further extend such request in order to encompass losses that may be incurred due to new court judgments.

As of the date of this annual report, provincial tax collection authorities, as well as tax collection authorities from the Autonomous City of Buenos Aires, are in the process (at various stages of completion) of conducting audits related to taxes on gross income corresponding to fiscal year 2002, mainly regarding the Argentine Compensatory Bond. Banco Galicia has been expressing its disagreement regarding these adjustments through corresponding administrative and/or legal proceedings. These proceedings and their possible effects are constantly being monitored by the management of Banco Galicia. Even though the foregoing has not yet been finally resolved, Banco Galicia believes it has complied with its tax liabilities in full pursuant to current regulations and has provisioned the amounts considered adequate according to the different stages of each process.

In addition, Theseus S.A. and Lagarcué S.A., two minority shareholders of Banco de Galicia y Buenos Aires S.A., initiated legal proceedings on March 11, 2003 against Banco Galicia requesting that the court “declare null the corporate legal action effected by Grupo Financiero Galicia with the cooperation of Banco Galicia pursuant to which there was an exchange of class B shares of Banco Galicia for class B shares of Grupo Financiero Galicia.” Banco Galicia and Grupo Financiero Galicia have answered the claim, arguing that the transaction complied with applicable legal requirements. The plaintiff in these civil proceedings has petitioned the court, pursuant to the provisions of Article 1101 of the Argentine Civil Code, for suspension of such proceedings until final sentencing takes place in the related, and currently pending, criminal proceedings. The judge presiding over the civil proceedings granted this request; Banco Galicia subsequntly appealed this decision. These civil proceedings are currently before the Argentine Business Court (Cámara Argentina de Comercio), pending resolution of Banco Galicia’s appeal.

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The material effect that the lawsuit could have, if it were successful, which Banco Galicia considers unlikely, is not assessed in monetary terms, since such effects are not indicated in the lawsuit. Banco Galicia believes that the result of this lawsuit is unlikely to produce a significant adverse effect on its financial condition.

Regional Credit Card Companies

As of the date of this annual report, the Argentine Revenue Service (AFIP), the Revenue Board of the Province of Córdoba and the municipalities of the cities of Mendoza and San Luis are in the process of conducting audits in respect of the activities of certain of the credit card subsidiaries of Banco Galicia. Such entities have served notices and made claims regarding taxes applicable to the subsidiaries of Tarjetas Regionales S.A. Based on the opinions of their tax advisors, these companies believe that the above-mentioned claims are both legally and technically without merit and that taxes related to the claims have been correctly calculated in accordance with applicable tax regulations and case law. Therefore, these companies are taking the corresponding administrative and legal steps in order to resolve such issues.

Compañía Financiera Argentina

With respect to CFA, the company acquired by Banco Galicia in June 2010, the AFIP initiated two separate proceedings in which it questioned certain deductions made by CFA. CFA filed appeals before the federal tax courts, and these cases are still pending resolution.

In addition, two consumer groups have initiated class action suits against CFA. In the first class action, the claim is for the repayment of amounts paid by consumers for certain life insurance policies and the nullification of all outstanding life insurance policies issued by CFA. The second class action is on behalf of all customers holding credit, debit or purchase cards of CFA, and the claimants are seeking the return of a portion of interest paid and alleging that the CFA is a non-bank entity, despite being regulated by the Argentine Central Bank. These proceedings are currently before the federal courts, and are still pending resolution.

Dividend Policy and Dividends

Dividend Policy

Grupo Financiero Galicia’s policy for the distribution of dividends envisages, among other factors, the obligatory nature of establishing a legal reserve, the company’s financial condition and its indebtedness, the business requirements of affiliated companies and, mainly, that the profits recorded in the financial statements are, to a great extent, income from holdings and not realized and liquid profits, a requirement of Section 68 of the Corporations’ Law so that it is possible to distribute them as dividends. The proposal to distribute dividends arising from such analysis has to be approved at the shareholders’ meeting that discusses the Financial Statements corresponding to each fiscal year.

We may only declare and pay dividends out of our retained earnings representing the profit realized on our operations and investments. The Corporations’ Law and our bylaws state that no profits may be distributed until prior losses are covered. Dividends paid on our class A shares and class B shares will equal one another on a per share basis. As required by the Corporations’ Law, 5% of our net income is allocated to a legal reserve until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal reserve has been impaired until it is fully restored. The legal reserve is not available for distribution to shareholders.

Our ability to pay dividends to our shareholders principally depends on (i) our net income (on a consolidated basis), (ii) availability of cash and (iii) applicable legal requirements.

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Holders of our ADSs will be entitled to receive any dividends payable in respect of our underlying class B shares. We will pay cash dividends to the ADSs depositary in Pesos, although we reserve the right to pay cash dividends in any other currency, including Dollars. The ADSs deposit agreement provides that the depositary will convert cash dividends received by the ADSs depositary in Pesos to Dollars and, after deduction or upon payment of fees and expenses of the ADSs depositary and deduction of other amounts permitted to be deducted from such cash payments in accordance with the ADSs deposit agreement (such as for unpaid taxes by the ADSs holders in connection with personal asset taxes or otherwise), will make payment to holders of our ADSs in Dollars.

Argentine Central Bank regulations allowed the distribution of cash dividends by Banco Galicia.

By means of Communiqués “A” 4589 and “A” 4591, issued on October 29 and November 8, 2006, the Argentine Central Bank modified the criteria by which a financial institution determines if it can distribute profits. According to the new rules, profits can be distributed up to the positive amount resulting after deducting from retained earnings the reserves that may be legally and statutory required, as well as the following items: the difference between the book value and the market value of a financial institution’s portfolio of public-sector assets and/or debt issued by the Argentine Central Bank not marked-to-market, the amount of assets representing the losses from lawsuits related to deposits (amparos) , and any adjustments required by the external auditors or the Argentine Central Bank not having been recognized. In addition, to be able to distribute profits, a financial institution must comply with the capital adequacy rule, with the minimum capital requirement and the regulatory capital calculated, only for the purpose of determining its ability to distribute profits, by deducting from its assets and retained earnings all the items mentioned in above, as well as the asset recorded in connection with the minimum presumed income tax and the amounts allocated to the repayment of long-term debt instruments computable as core capital pursuant to Communiqué “A” 4576. Likewise, in such calculation, a financial institution will not be able to compute any regulatory forbearance that the Argentine Central Bank may provide, affecting minimum capital requirements, RPC or a financial institution’s capital adequacy, and the amount of profits that it wishes to distribute.

In May 2010, the Argentine Central Bank modified the conditions necessary to pay dividends through Communiqué “A” 5072:

• Calculation of the distributable profits subtracting the net difference between the book value and the market price of the government debt.

• Compliance with minimum capital requirements plus 30% after the payment of the dividend.

• Compliance with minimum capital cash reserves after the payment of the dividend.

Under the new rules, dividend distribution requires the prior authorization of the Argentine Central Bank, with such authorization having the purpose of verifying that the aforementioned requirements have been fulfilled.

Dividends

As a holding company, our principal source of cash from which to pay dividends on our shares is dividends or other intercompany transfers from our subsidiaries, primarily Banco Galicia. Due to the dividend restrictions contained in Banco Galicia’s loan agreements in connection with Banco Galicia’s foreign debt restructuring and in Argentine Central Bank regulations, our ability to distribute cash dividends to our shareholders has been materially and adversely affected since late 2001 until 2010.

Banco Galicia

At the close of the fiscal year ended December 31, 2010, Banco Galicia’s capital, non-capitalized contributions, profit reserves, adjustments to shareholders’ equity and retained earnings (not including the fiscal year’s net income) totaled Ps.2,126.5 million. Banco Galicia’s net income for fiscal year 2010 amounted to Ps.469.1 million. In addition to the retained earnings at the previous fiscal year end, of Ps.297.4 million, Banco Galicia’s total retained earnings amounted to Ps.766.6 million.

Taking into consideration the Argentine Central Bank rules regarding the distribution of profits, as explained above, Banco Galicia’s board of directors proposed at the shareholders’ meeting held on April 27, 2011, and such shareholders approved, the distribution of Ps.93.8 million to legal reserve and Ps.100.1 million to cash dividends (ordinary shares, 17.8% of Ps.562,326,651). The amount distributed was previously authorized by the Superintendency.

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Grupo Financiero Galicia

Due to the fact that most of the profits for fiscal year correspond to income by holdings and just a fraction corresponds to the realized and liquid profits meeting the requirements to be distributed as per Section 68 of the Corporations’ Law, and taking as well into consideration Grupo Financiero Galicia’s financial condition and, particularly, the need to pay the outstanding foreign-currency denominated negotiable obligations issued, during the shareholders’ meeting our shareholders approved the payment of dividends in cash for the amount of Ps.24.8 million, which represents 2% with regard to 1,241,407,017 class “A” and “B” ordinary shares with a face value of Ps.1 each.

Pursuant to what is set forth in the last paragraph of the section incorporated by Act No. 25,585 after Section 25 of Act No. 23,966, as applicable, Grupo Financiero Galicia will be restored the amounts corresponding to the tax on personal assets it paid for fiscal year 2010 in its capacity as substitute taxpayer of the shareholders subject to the above-mentioned tax.

Significant Changes

Grupo Financiero Galicia

On April 27, 2011, our shareholders held a shareholders’ meeting during which they approved the payment of dividends in cash in the amount of Ps.24.8 million which represents 2% with regard to 1,241,407,017 class “A” and “B” ordinary shares with a face value of Ps.1 each.

In May 2011, Grupo Financiero Galicia repaid, upon maturity, the class I, series II negotiable obligations for US$10.6 million.

Banco Galicia

After the end of the fiscal year ended December 31, 2010, Banco Galicia made the decision to partially redeem the capitalized interest corresponding to its subordinated negotiable obligations due 2019 (5% annual interest, payable semiannually), which had accrued from January 1, 2004, to December 31, 2010, and was originally scheduled to be paid on January 1, 2014. The cash payment took place on February 22, 2011, and represented 41.30% of face value. In addition, this payment included the 11% annual interest accrued and unpaid from January 1, 2011 to February 21, 2011 on the amount being redeemed, equivalent to 0.64% of face value. After this payment, for a total principal amount of US$90.1 million, the outstanding principal amount of such subordinated negotiable obligations amounts to US$218.2 million.

During the shareholders’ meeting of Banco Galicia held on April 27, 2011, Banco Galicia’s shareholders approved the proposal of its board of directors in connection with the payment of a cash dividend for Ps.100.1 million. This proposal was previously authorized by the Superintendency, required by regulations in force established by the Argentine Central Bank. From said dividend, the personal asset tax corresponding to fiscal year 2010 will be withheld, at the appropriate time.

On May 4, 2011, Banco Galicia issued its class I negotiable obligations, within its global short-term, medium-term and/or long-term note program, for an outstanding face value at any time of up to US$342.5 million, or the equivalent amount in other currencies. The amount issued was US$300.0 million. The aggregate principal amount will mature on May 4, 2018. The notes will bear 8.75% interest per annum, which will be payable semi-annually, commencing on November 4, 2011.

Tarjetas Regionales

On January 28, 2011, Tarjeta Naranja S.A. issued US$200 million of 9.0% senior unsecured notes due 2017 pursuant to Rule 144A/Regulation S of the Securities Act of 1933. Tarjeta Naranja S.A. plans to use these funds for working capital and to finance its business expansion.

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On April 15, 2011, Tarjetas Cuyanas issued its class IV negotiable obligations, within its global short-term, medium-term and/or long-term note program, for an outstanding face value of up to US$120.0 million, or the equivalent amount in other currencies. The aggregate principal amount issued of Ps.50 million will mature on January 10, 2012. The notes will bear a floating interest rate equal to the simple arithmetic average of the private BADLAR plus 2.85%, which will be payable on July 14, 2011, on October 12, 2011 and on January 10, 2012.

CFA

On January 27, 2011, the CNV approved an extension of CFA’s program for the issuance of ordinary short-, medium- or long-term, secured or unsecured, subordinated or non-subordinated, negotiable obligations and approved the increase of its maximum outstanding face value to up to US$250 million.

On March 28, 2011, CFA issued its class III negotiable obligations under its program. The amount issued of series I was Ps.56.0 million, and the aggregate amount will mature on December 23, 2011. The notes will bear floating interest rate equal to the simple arithmetic average of the private BADLAR plus 3.26%, which will be payable on June 26, 2011, September 24, 2011 and on the date of maturity.

The amount issued of series II was Ps.44.0 million, and will be amortized in three installments, on June 28, 2012 (33.33%), on September 28, 2012 (33.33%) and on December 28, 2012 (33.34%). The notes will bear a floating interest rate equal to the simple arithmetic average of the private BADLAR plus 4.08%, which will be payable quarterly, commencing on June 28, 2011 and until December 28, 2012.

On April 20, 2011, distribution of a cash dividend for Ps.55.6 million was approved at CFA’s shareholders’ meeting.

Item 9. The Offer and Listing

Shares and ADSs

Our class B shares are listed on the BASE and the Córdoba Stock Exchange under the symbol “GGAL”. Our ADSs, each representing ten class B shares, are listed on the Nasdaq Capital Market, under the symbol “GGAL”. Our ADSs have been listed on Nasdaq Capital Market since August 2002. Previously, our ADSs had been listed on the Nasdaq National Market since July 24, 2000.

On May 13, 2004, we issued 149 million preferred shares in connection with the restructuring of the foreign debt of Banco Galicia’s Head Office and its Cayman Branch. Under the terms and conditions of the restructuring, our preferred shares were automatically convertible into class B shares on May 13, 2005. Such conversion took place on May, 13, 2005. Our preferred shares were listed on the BASE and the Córdoba Stock Exchange under the symbol “GGAL” between May 13, 2004 and May 12, 2005.

The following tables present, for the periods indicated, the high and low closing prices and the average trading volume of our class B shares and preferred shares on the BASE as reported by the BASE and the high and low closing prices and the average trading volume of our ADSs on the Nasdaq as reported by the Nasdaq Capital Market. There has been low trading volume of our class B shares on the Córdoba Stock Exchange. The following prices have not been adjusted for any stock dividends and/or stock splits.

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Grupo Financiero Galicia — Class B Shares — Buenos Aires Stock Exchange (in Pesos)

					Average Daily Volume
	High		Low		(in thousands of Class B shares)
Calendar Year
2006		2.86		1.72		2,045.3
2007		3.37		2.23		1,924.8
2008		2.36		0.57		3,549.4
2009		2.30		0.61		2,471.5
2010		6.69		1.84		2,341.3
Two Most Recent Fiscal Years
2009
First Quarter		0.88		0.61		1,497.9
Second Quarter		1.28		0.70		2,669.4
Third Quarter		1.81		1.26		1,747.7
Fourth Quarter		2.30		1.76		1,742.8
2010
First Quarter		2.41		1.84		1,315.5
Second Quarter		2.53		2.02		1,957.0
Third Quarter		4.01		2.29		2,988.9
Fourth Quarter		6.69		3.91		3,094.7
2011
First Quarter		6.69		5.23		1,299.7
Second Quarter (through May 31, 2011)		5.85		5.15		1,418.4
Most Recent Six Months
December 2010		6.69		5.71		2,117.0
January 2011		6.69		6.10		1,057.6
February 2011		6.62		5.91		1,467.9
March 2011		5.98		5.23		1,390.3
April 2011		5.85		5.43		1,574.4
May 2011		5.84		5.15		1,277.2

As of June 15, 2011, the closing price of our class B shares was Ps.5.45.

Grupo Financiero Galicia — ADSs — Nasdaq Capital Market (in US$)

					Average Daily Volume
	High		Low		(in thousands of ADRs)
Calendar Year
2006		9.56		5.61		190.2
2007		11.12		6.98		273.1
2008		7.60		1.45		251.6
2009		6.10		1.56		160,0
2010		16.77		4.72		447.1
Two Most Recent Fiscal Years
2009
First Quarter		2.42		1.56		100.9
Second Quarter		3.28		1.80		191.1
Third Quarter		4.71		3.10		163.0
Fourth Quarter		6.10		4.55		187.7
2010
First Quarter		6.20		4.72		113.6
Second Quarter		6.48		5.12		147.7
Third Quarter		10.15		5.67		658.8
Fourth Quarter		16.77		9.86		847.8
2011
First Quarter		16.52		12.32		376.8
Second Quarter (through May 31, 2011)		13.94		11.12		258.1
Most Recent Six Months
December 2010		16.77		14.27		613.8
January 2011		16.52		15.05		424.7
February 2011		16.01		13.83		443.8
March 2011		14.38		12.32		279.9
April 2011		13.94		12.72		288.2
May 2011		13.53		11.12		229.5

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As of June 15, 2011, the closing price of our ADSs was US$12.65.

The following tables present for the periods indicated the high and low closing prices and the average trading volume of Banco Galicia’s class B shares on the BASE as reported by the BASE. Banco Galicia class B shares continue to be listed on the BASE with very low trading volume.

Banco Galicia — Class B Shares — Buenos Aires Stock Exchange (in Pesos)

					Average Daily Trading Volume
	High		Low		(in thousand Class B shares)
Calendar Year
2006		4.50		3.04		1.56
2007		6.46		4.25		2.74
2008		4.45		2.15		3.30
2009		3.55		2.10		6.47
2010		11.91		3.12		3.51
Two Most Recent Fiscal Years
2009
First Quarter		2.38		2.17		0.69
Second Quarter		2.30		2.15		4.03
Third Quarter		3.00		2.10		14.85
Fourth Quarter		3.55		3.04		6.06
2010
First Quarter		4.08		3.12		3.51
Second Quarter		4.05		3.44		1.67
Third Quarter		6.28		3.79		3.11
Fourth Quarter		11.91		6.15		5.76
2011
First Quarter		11.66		9.06		2.59
Second Quarter (through May 31, 2011)		11.90		10.78		2.62
Most Recent Six Months
December 2010		10.83		8.46		3.45
January 2011		11.52		9.06		2.68
February 2011		11.66		10.24		2.57
March 2011		10.93		10.14		2.51
April 2011		11.71		10.78		2.43
May 2011		11.90		10.80		1.79

As of June 15, 2011, the closing price of Banco Galicia’s class B shares was Ps.13.15.

Argentine Securities Market

The principal and oldest exchange for the Argentine securities market is the BASE. The BASE started operating in 1854 and handles approximately 95% of all equity trading in Argentina. Securities listed on the BASE include corporate equity and debt securities and government securities. Debt securities listed on the BASE may also be listed on the MAE. The Buenos Aires Stock Market (the “MERVAL”), which is affiliated with the BASE, was founded in 1929 and is the largest stock market in Argentina. The MERVAL is a corporation whose 134 shareholder members are the only individuals and entities authorized to trade, either as principal or as agent, in the securities listed on the BASE. Although there are 183 MERVAL shares outstanding, some banks and brokers own more than one share and currently there are 134 members. We are a member of the MERVAL through Galicia Valores, who owns three shares.

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Trading on the BASE is conducted mostly through the Sistema Integrado de Negociación Asistida por Computación (Integrated Computer Assisted Trading System, “SINAC”) although there are still some transactions carried out by continuous open outcry, the traditional auction system, from 11:00 a.m. to 5:00 p.m. each business day of the year. SINAC is a computer trading system that permits trading in debt and equity securities and is accessed by brokers directly from workstations located at their offices. As a result of an agreement between the MERVAL and the MAE, equity securities are traded exclusively on the BASE and corporate and government debt securities are traded on the MAE and the BASE. Currently, all transactions relating to listed corporate and government debt securities can be effected on SINAC. In addition, a substantial over-the-counter market exists for private trading in listed debt securities and, prior to the agreement described above, equity securities. Such trades are reported on the MAE.

Although companies may list all of their capital stock on the BASE, in most cases the controlling shareholders retain the majority of a company’s capital stock. This results in only a relatively small percentage of most companies’ stock being available for active trading by the public on the BASE. Even though individuals have historically constituted the largest group of investors in Argentina’s equity markets, in recent years, banks and insurance companies have shown an interest in these markets. Argentine mutual funds, by contrast, continue to have very low participation in the market. Although 106 companies had equity securities listed on the BASE as of December 31, 2010, the 10 most-traded companies on the exchange accounted for approximately 81.28% of total trading value during 2010. Our shares were the second most-traded shares on the BASE in 2010, with a 16.35% share of trading volume.

The Córdoba Stock Exchange is another important stock market in Argentina. Securities listed on the Córdoba Stock Exchange include both corporate equity and debt securities and government securities. Through an agreement with the BASE, all of the securities listed on the BASE are authorized to be listed and subsequently traded on the Córdoba Stock Exchange. Thus, many transactions that originate on the Córdoba Stock Exchange relate to companies listed on the BASE and such trades are subsequently settled in Buenos Aires.

Market Regulations

The CNV oversees the Argentine securities markets and is responsible for authorizing public offerings of securities and supervising brokers, public companies and mutual funds. Argentine pension funds and insurance companies are regulated by separate Government agencies, while financial institutions are regulated mainly by the Argentine Central Bank. The Argentine securities markets are governed generally by Law No. 17,811, as amended, which created the CNV and regulates stock exchanges, market operations and the public offering of securities.

In compliance with the provisions of Law No. 20,643 and the Decrees No. 659/74 and No. 2220/80, most debt and equity securities traded on the exchanges and the MAE must, unless otherwise instructed by the shareholders, be deposited by the shareholders in Caja de Valores, which is a corporation owned by the BASE, the MERVAL and certain provincial exchanges. Caja de Valores is the central securities depository of Argentina, which provides depository facilities for securities and acts as a transfer and paying agent in connection therewith. It also handles settlement of securities transactions carried out on the BASE and operates the computerized exchange information system.

The level of regulation of the market for Argentine securities and investors’ activities is low relatively as compared to the United States and certain other countries, and enforcement of existing regulatory provisions has been limited. In addition, there may be less publicly available information about Argentine companies than is regularly published by or about companies in these countries. However, the CNV has taken steps to strengthen disclosure and regulatory standards for the Argentine securities market, including the issuance of regulations prohibiting insider trading and requiring insiders to report on their ownership of securities, with associated penalties for non-compliance.

In order to improve Argentine securities market regulation, Decree No. 677/01 or “Decree for Transparency in the Public Offering”, was promulgated and took effect on June 1, 2001. This decree has come to be regarded as the financial consumer’s “bill of rights”. Its objective is to provide transparency and protection to participants in the capital markets. The decree applies to individuals and entities that participate in the public offering of securities and to stock exchanges as well. Among its key provisions, the decree broadens the definition of “security;” governs the treatment of negotiable securities; obligates publicly listed companies to form audit committees composed of three or more members of the board of the directors, the majority of whom must be independent under CNV regulations; authorizes market-stabilization transactions under certain circumstances; governs insider trading, market manipulation and securities fraud; and regulates going-private transactions and acquisitions of voting shares, including controlling stakes in public companies.

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In order to offer securities to the public in Argentina, an issuer must meet certain requirements of the CNV regarding assets, operating history, management and other matters, and only securities for which an application for a public offering has been approved by the CNV may be listed on the corresponding stock exchange. This approval does not imply any kind of certification of assurance related to the merits of the quality of the securities, or the solvency of the issuer. Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements, as well as various other periodic reports, with the CNV and the corresponding stock exchange.

Securities can be freely traded on the Argentine markets but certain restrictions exist regarding access by residents and non-residents to the local foreign exchange market and to transfers of foreign exchange abroad. See Item 4. “Information on the Company-Government Regulation-Foreign Exchange Market”.

On October 2007, the CNV passed Resolution No. 516/07 providing for the voluntary adoption of a corporate governance code. The CNV recommends adoption of such code by public companies but requires that their policy with respect to each topic described in the code be disclosed in detail in the annual report. This resolution was effective for fiscal years beginning on January 1, 2008 and after and, therefore, public companies, including us, have to report on their degree of fulfillment of each topic of such code.

Item 10. Additional Information

Description of Our Bylaws

General

Set forth below is a brief description of certain provisions of our bylaws and Argentine law and regulations with regard to our capital stock. Your rights as a holder of our capital stock are subject to Argentine corporate law, which may differ from the corporate laws of other jurisdictions. This description is not purported to be complete and is qualified in its entirety by reference to our bylaws, Argentine law and the rules of the BASE, the Córdoba Stock Exchange as well as the CNV. A copy of our bylaws has been filed with and can be examined at the CNV in Buenos Aires and the SEC in Washington, D.C.

We were incorporated on September 14, 1999, as a stock corporation under the laws of Argentina and registered on September 30, 1999, with the Argentine Superintendency of Companies or IGJ, under corporate registration number 14,519 of Book 7, Volume of Stock Corporations. Our domicile is in Buenos Aires, Argentina. Under our bylaws, our duration is until June 30, 2100 and we are exclusively a financial and investment company (as stated in “Chapter 2. Purpose. Article 3.” of our by-laws). This duration may be extended by resolution taken at a general extraordinary shareholders’ meeting.

Our bylaws do not contain any provision governing the ownership threshold above which shareholder ownership must be disclosed.

During the shareholders’ meeting held on April 23, 2003, we decided not to adhere to the “Optional Statutory System for the Mandatory Acquisition of Shares in a Public Offering” regime in compliance with Decree No. 677/01, which requires a company to announce whether it has adopted this regime.

Outstanding Capital Stock

Our total subscribed and paid-in share capital as of December 31, 2010, amounted to Ps.1,241,407,017, composed of class A shares and class B shares, each with a par value of Ps.1.00. The following table presents the number of our shares outstanding as of December 31, 2010, and the voting interest that the shares represent.

	As of December 31, 2010
Shares	Number of Shares		% of Capital Stock		% of Voting Rights
Class A Shares		281,221,650		22.65		59.42
Class B Shares		960,185,367		77.35		40.58
Total		1,241,407,017		100.00		100.00

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Registration and Transfer

The class B shares are book-entry common shares held through Caja de Valores. Caja de Valores maintains a stock registry for us and only those persons listed in such registry will be recognized as our shareholders. Caja de Valores periodically delivers to us a list of the shareholders as at a certain date.

The class B shares are transferable on the books of Caja de Valores. Caja de Valores records all transfers in our registry. Within 10 days of any such transfer, Caja de Valores is required to confirm the registration of transfer with the transferor.

Voting Rights

At shareholders’ meetings, each class A share is entitled to five votes and each class B share is entitled to one vote. However, class A shares are entitled to only one vote in certain matters, such as:

• a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized to be publicly offered or listed on any stock exchange;

• a transformation in our legal corporate form;

• a fundamental change in our corporate purpose;

• a change of our domicile to outside Argentina;

• a voluntary termination of our public offering or listing authorization;

• our continuation following a delisting or a mandatory cancellation of our public offering or listing authorization;

• a total or partial recapitalization of our statutory capital following a loss; or

• the appointment of syndics.

All distinctions between our class A shares and our class B shares will be eliminated upon the occurrence of any of the following change of control events:

• EBA Holding sells 100% of its class A shares;

• EBA Holding sells a portion of our class A shares to a third person who, when aggregating all our class A shares with our class B shares owned by such person, if any, obtains 50% plus one vote of our total votes; or

• the current shareholders of EBA Holding sell shares of EBA Holding that will allow the buyer to exercise more than 50% of the voting power of EBA Holding at any general shareholders’ meeting of EBA Holding shareholders, except for transfers to other current shareholders of EBA Holding or to their heirs or their legal successors or to entities owned by any of them.

Limited Liability of Shareholders

Shareholders are not liable for our obligations. Shareholders’ liability is limited to the payment of the shares for which they subscribe. However, shareholders who have a conflict of interest with us and do not abstain from voting may be held liable for damages to us. Also, shareholders who willfully or negligently vote in favor of a resolution that is subsequently declared void by a court as contrary to Argentine law or our bylaws may be held liable for damages to us or to third parties, including other shareholders, resulting from such resolutions.

Directors

Our bylaws provide that the board of directors shall be composed by at least three and at most nine members, as decided at a general ordinary shareholders’ meeting. To be appointed to our Board of Directors, such person must have been presented as a candidate by shareholders who represent at least 10% of our voting rights, at least three business days before the date the general ordinary shareholders’ meeting is to be held. Our bylaws do not state an age limit over which the directors cannot serve on our board.

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At each annual shareholders’ meeting, the term of one third of the members of our Board of Directors (no fewer than three directors) expires and their successors are elected to serve for a term of three years. The shareholders’ meeting shall have the power to fix a shorter period (one or two years) for the terms of office of one, several or all of the directors. This system of electing directors is intended to help maintain the continuity of the board. Alternate directors replace directors until the following general ordinary shareholders’ meeting is held. Directors may also be replaced by alternate directors if a director will be absent from a board meeting. The board of directors is required to meet at least once every month and anytime any one of the directors or syndics so requests.

Our bylaws state that the board of directors may decide to appoint an executive committee and/or a delegate director.

Our bylaws do not provide for any arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to in this annual report was selected as a director or member of senior management.

Additionally, pursuant to our bylaws, any borrowing powers on behalf of the Company are granted to our Board of Directors. Our Board of Directors has the power to delegate these borrowing powers to our directors through a power of attorney and currently certain of our directors have powers of attorney to negotiate the terms of and borrow money on behalf of the Company. Furthermore, as stated by our bylaws, the chairman of our Board of Directors is also the legal representative of the Company. Although our bylaws do not expressly address a director’s power to vote on proposals, arrangements or contracts in which the director has a material interest, pursuant to customary Argentine business practice and certain tenants of Argentine corporate law, our directors do not vote on proposals, arrangements or contracts in which the director has a material interest.

Appointment of Directors and Syndics by Cumulative Voting

The Corporations’ Law provides for the use of cumulative voting to enable minority shareholders to appoint members of the board of directors and syndics. Upon the completion of certain requirements, shareholders are entitled to appoint up to one third of the vacancies to be filled on the board of directors by cumulative voting. Each shareholder voting cumulatively has the number of votes resulting from multiplying the number of votes to which such shareholder would normally be entitled by the number of vacancies to be filled. Such shareholder may apportion his votes or cast all such votes for one or a number of candidates not exceeding one third of the vacancies to be filled.

Compensation of Directors

The Corporations’ Law and the CNV establish rules regarding the compensation of directors. The maximum amount of aggregate compensation that the members of the board of directors may receive, including salaries and other compensation for the performance of permanent technical and administrative services, may not exceed 25.0% of profits of each fiscal year. This maximum amount shall be limited to 5.0% when no dividends are distributed to the shareholders and shall be increased proportionately to the dividend distribution until the 25.0% limit is reached when all profits are distributed.

The Corporations’ Law provides that aggregate director compensation may exceed the maximum percentage of computable profit in any one year when the company’s profits are non-existent or too small as to allow payment of a reasonable compensation to board members which have been engaged in technical or administrative services to the company, provided that such proposal is described in the notice of the agenda for the ordinary shareholders’ meeting and is approved by a majority of shareholders present at such shareholders’ meeting.

In addition to the above, our bylaws establish that best practices and national and international market standards regarding directors with similar duties and responsibilities shall be considered when determining the compensation of board members.

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Syndics

Our bylaws, in accordance with Argentine law, provide for the maintenance of a supervisory committee whose members are three permanent syndics and three alternate syndics. Syndics are elected for a one-year term and may be re-elected. Alternate syndics replace permanent syndics in case of absence. For the appointment of syndics, each of our class A shares and class B shares has only one vote. Fees for syndics are established by the shareholders at the annual ordinary shareholders’ meeting. Their function is to oversee the management of the company, to control the legality of the actions of the board of directors, to attend all board of directors’ meetings, to attend all shareholders’ meetings, to prepare reports for the shareholders on the financial statements with their opinion, and to provide information regarding the company to shareholders that represent at least 2% of the capital stock. Syndics’ liabilities are joint and several and unlimited for the non-fulfillment of their duties. They are also jointly and severally liable, together with the members of the board of directors, if the proper fulfillment of their duties as syndics would have avoided the damage or the losses caused by the members of the board of directors.

Shareholders’ Meetings

Shareholders’ meetings may be ordinary meetings or extraordinary meetings. An annual ordinary shareholders’ meeting is required to be held in each fiscal year to consider the matters outlined in Article 234 of the Corporations’ Law, including, among others:

• approval of the financial statements and general performance of the management for the preceding fiscal year;

• appointment and remuneration of directors and members of the supervisory committee;

• allocation of profits; and

• any other matter the board of directors decides to submit to the shareholders’ meeting concerning the company’s business administration. Matters which may be discussed at these or other ordinary meetings include resolutions regarding the responsibility of directors and members of the supervisory committee, as well as capital increases and the issuance of negotiable obligations.

Extraordinary shareholders’ meetings may be called at any time to discuss matters beyond the competence of the ordinary meeting, including but not limited to amendments to the bylaws, matters related to the liquidation of a company, limitation of the shareholders’ preemptive rights to subscribe new shares, issuance of bonds and debentures, transformation of the corporate form, a merger into another company and spin-offs, early winding-up, change of the company’s domicile to outside Argentina, total or partial repayment of capital for losses, and a substantial change in the corporate purpose set forth in the bylaws.

Shareholders’ meetings may be convened by the board of directors or by the syndics. A shareholder or group of shareholders holding at least 5.0% in the aggregate of our capital stock may request the board of directors or the syndics to convene a general shareholders’ meeting to discuss the matters indicated by the shareholder.

Once a meeting has been convened with an agenda, the agenda limits the matters to be decided upon at such meeting and no other matters may be decided upon.

Additionally, our bylaws provide that any shareholder holding at least 5% in aggregate of our capital stock may present, in writing, to the Board of Directors, before February 28 of each year, proposals of items to be included in the agenda at the annual general ordinary shareholders’ meeting. The Board of Directors is not obligated to include such items in the agenda.

Class B shares represented by ADSs will be voted or caused to be voted by the Depositary in accordance with instructions of the holders of such ADSs. In the event instructions are not received from the holder, the Depositary shall give a discretionary proxy for the shares represented by such ADSs to a person designated by us.

Notice of each shareholders’ meeting must be published in the Official Gazette, and in a widely circulated newspaper in the country’s territory, at least twenty days prior to the meeting but not more than forty-five days prior to the date on which the meeting is to be held. The board of directors will determine the appropriate publication of notices outside Argentina in accordance with the requirements of the jurisdictions and exchanges on which our shares are traded. In order to attend a meeting and to be listed on the meeting registry, shareholders must submit evidence of their book-entry share account held at Caja de Valores at least three business days prior to the scheduled meeting date without counting the meeting day.

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The quorum for ordinary meetings consists of a majority of stock entitled to vote, and resolutions may be adopted by the affirmative vote of 50% plus one vote (an “absolute majority”) of the votes present whether in person or participating via electronic means of communication. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute majority of the votes present. The second meeting may be convened to be held one hour later on the same day as the first meeting had been called for, provided that it is an ordinary shareholders’ meeting, or within thirty days of the date for which the first ordinary meeting was called.

The quorum for extraordinary shareholders’ meetings consists of 60% of stock entitled to vote, and resolutions may be adopted by an absolute majority of the votes present. If no quorum is present at the first meeting, a second meeting may be called at which the shareholders present, whatever their number, shall constitute a quorum. Resolutions are to be adopted by an absolute majority of the votes present. The second meeting has to be convened to be held within thirty days of the date for which the first extraordinary meeting was called, and the notice must be published for three days, at least eight days before the date of the second meeting. Some special matters require a favorable vote of the majority of all the stock holding voting rights, the class A shares being granted the right to only one vote each. The special matters are described in “-Voting Rights” above.

Dividends

Dividends may be lawfully paid and declared only out of our retained earnings representing the profit realized and liquid on our operations and investments reflected in our annual financial statements, as approved at our annual general shareholders’ meeting. No profits may be distributed until prior losses are covered. Dividends paid on our class A shares and class B shares will equal one another on a per-share basis.

As required by the Corporations’ Law, 5% of our net income is allocated to a legal reserve until the reserve equals 20% of our outstanding capital. Dividends may not be paid if the legal reserve has been impaired. The legal reserve is not available for distribution to shareholders.

Our Board of Directors submits our financial statements for the previous fiscal year, together with reports prepared by our supervisory committee, to our shareholders for approval at the general ordinary shareholders’ meeting. The shareholders, upon approving the financial statements, determine the allocation of our net income.

Our Board of Directors is allowed by law and by our bylaws to decide to pay anticipated dividends on the basis of a balance sheet especially prepared for purposes of paying such dividends.

Under CNV regulations and our bylaws, cash dividends must be paid to shareholders within 30 days of the shareholders’ meeting approving the dividend. Payment of dividends in shares requires authorization from the CNV, the BASE and the Córdoba Stock Exchange, whose authorizations must be requested within 10 business days after the shareholders’ meeting approving the dividend. We must make a distribution of the shares available to shareholders not later than three months after receiving authorization to do so from the CNV.

Shareholders may no longer claim the payment of dividends from us after three years have elapsed from the date on which the relevant dividends were made available to such shareholders.

Capital Increases and Reductions

We may increase our capital upon resolution of the general ordinary shareholders’ meeting. All capital increases must be reported to the CNV, published in the Official Gazette and registered with the Public Registry of Commerce. Capital reductions may be voluntary or mandatory. A voluntary reduction of capital must be approved by an extraordinary shareholders’ meeting after the corresponding authorization by the BASE, the Córdoba Stock Exchange and the CNV and may take place only after notice of such reduction has been published and creditors have been given an opportunity to obtain payment or guarantees for their claims or attachment. A reduction of capital is mandatory when losses have exceeded reserves and more than 50% of the share capital of the company.

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Preemptive Rights

Under Argentine law, it is mandatory that a shareholder of ordinary shares of any given class have preemptive rights, proportional to the number of shares he or she owns, to subscribe for shares of capital stock of the same class or of any other class if the new subscription offer does not include all classes of shares. Shareholders may only decide to suspend or limit preemptive rights by supermajority at an extraordinary shareholders’ meeting and only in exceptional cases. Shareholders may waive their preemptive rights only on a case-by-case basis.

In the event of an increase in our capital, holders of class A shares and class B shares have a preemptive right to subscribe for any issue of class B shares in an amount sufficient to maintain the proportion of capital then held by them. Holders of class A shares are entitled to subscribe for class B shares because no further class A shares carrying five votes each are allowed to be issued in the future. Under Argentine law, companies are prohibited from issuing stock with multiple voting rights after they have been authorized to make a public offering of securities.

Preemptive rights are exercisable following the last publication of the notification to shareholders of the opportunity to exercise preemptive rights in the Official Gazette and an Argentine newspaper of wide circulation for a period of 30 days, provided that such period may be reduced to no less than 10 days if so approved by an extraordinary shareholders’ meeting.

Shareholders who have exercised their preemptive rights and indicated their intention to exercise additional preemptive rights are entitled to additional preemptive rights (“accretion rights”), on a pro rata basis, with respect to any unsubscribed shares, in accordance with the terms of the Corporations’ Law. Class B shares not subscribed for by shareholders through the exercise of their preemptive or accretion rights may be offered to third parties.

Holders of ADSs may be restricted in their ability to exercise preemptive rights if a registration statement relating to such rights has not been filed or is not effective or if an exemption from registration is not available.

Appraisal Rights

Whenever our shareholders approve:

• a merger or spin-off in which we are not the surviving corporation, unless the acquirer’s shares are authorized to be publicly offered or listed on any stock exchange,

• a transformation in our legal corporate form,

• a fundamental change in our corporate purpose,

• a change of our domicile to outside Argentina,

• a voluntary termination of our public offering or listing authorization,

• our continuation following a delisting or a mandatory cancellation of our public offering or listing authorization, or

• a total or partial recapitalization of our statutory capital following a loss,

any shareholder that voted against such action or did not attend the relevant meeting may exercise its right to have its shares canceled in exchange for the book value of its shares, determined on the basis of our latest balance sheet prepared in accordance with Argentine laws and regulations, provided that such shareholder exercises its appraisal rights within the periods set forth below.

There is, however, doubt as to whether holders of ADSs, will be able to exercise appraisal rights with respect to class B shares represented by ADSs.

Appraisal rights must be exercised within five days following the adjournment of the meeting at which the resolution was adopted, in the event that the dissenting shareholder voted against such resolutions, or within 15 days following such adjournment if the dissenting shareholder did not attend such meeting and can prove that he was a shareholder on the date of such meeting. In the case of a merger or spin-off involving an entity authorized to make a public offering of its shares, appraisal rights may not be exercised if the shares to be received as a result of such transaction are listed on any stock exchange. Appraisal rights are extinguished if the resolution giving rise to such rights is overturned at another shareholders’ meeting held within 75 days of the meeting at which the resolution was adopted.

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Payment of the appraisal rights must be made within one year from the date of the shareholders’ meeting at which the resolution was adopted, except if the resolution was to delist our capital stock, in which case the payment period is reduced to 60 days from the date of the related resolution.

Preferred Stock

According to the Corporations’ Law and our bylaws, an ordinary shareholders’ meeting may approve the issuance of preferred stock. Such preferred stock may have a fixed dividend, cumulative or not cumulative, with or without additional participation in our profits, as decided by shareholders at a shareholders’ meeting when determining the conditions of the issuance. They may also have other preferences, such as a preference in the event of our liquidation.

The holders of preferred stock shall not be entitled to voting rights. Notwithstanding the foregoing, in the event that no dividends are paid to such holders for their preferred stock, and for as long as such dividends are not paid, the holders of preferred stock shall be entitled to voting rights. Holders of preferred stock are also entitled to vote on certain special matters, such as the transformation of the corporate form, a merger into another company and spin-offs (when we are not the surviving entity and the surviving entity is not listed on any stock exchange), early winding-up, a change of our domicile to outside Argentina, total or partial repayment of capital for losses and a substantial change in the corporate purpose set forth in our bylaws or in the event our preferred stock is traded on stock exchanges and such trading is suspended or terminated.

Conflicts of Interest

As a protection to minority shareholders, under the Corporations’ Law, a shareholder is required to abstain from voting on any resolution in which its direct or indirect interests conflict with that of or are different than ours. In the event such shareholder votes on such resolution, and such resolution would not have been approved without such shareholders’ vote, the resolution may be declared void by a court and such shareholder may be liable for damages to the company as well as to any third party, including other shareholders.

Redemption or Repurchase

According to Decree No. 677/01, a stock corporation may acquire the shares issued by it, provided that the public offering and listing thereof has been authorized, subject to the following terms and conditions and those set forth by the CNV. The CNV has not yet issued its regulations. The above-mentioned conditions are: (a) the shares to be acquired shall be fully paid up; (b) there shall be a resolution signed by the board of directors to such effect; (c) the acquisition shall be made out of net profits or free or voluntary reserves; and (d) the total amount of shares acquired by the company, including previously acquired shares, shall not exceed 10% of the capital stock or such lower percentage determined by the CNV. The shares acquired by the company in excess of such limit shall be disposed of within the term of 90 days after the date of the acquisition originating such excess.

The shares acquired by the company shall be disposed of by the company within the maximum term of three years counted as from the date of acquisition thereof. Upon disposing of the shares, the company shall make a preemptive offer thereof. Such an offer will not be obligatory if the shares are used in connection with a compensation plan or program for the company’s employees or if the shares are distributed among all shareholders pro rata their shareholdings. If shareholders do not exercise, in whole or in part, their preemptive rights, the sale shall be made at a stock exchange.

Liquidation

Upon our liquidation, one or more liquidators may be appointed to wind up our affairs. If no such appointment is made, our Board of Directors will act as liquidator. All outstanding common shares will be entitled to participate equally in any distribution upon liquidation. In the event of a liquidation, in Argentina as well as in any other country, our assets shall first be applied to satisfy our debts and liabilities.

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Other Provisions

Our bylaws are governed by Argentine law and the ownership of any kind of our shares represents acceptance of our bylaws and submission to the exclusive jurisdiction of the ordinary commercial courts of Buenos Aires for any claim or dispute related to us, our shareholders, directors and members of the supervisory committee.

Exchange Controls

For a description of the exchange controls that would affect us or the holders of our securities, see Item 4. “Information on the Company-Government Regulation-Foreign Exchange Market”.

Taxation

The following is a summary of the principal Argentine and U.S. Federal tax consequences arising from the acquisition, ownership and disposition of our class B shares and ADSs. It is based upon Argentine and U.S. Federal tax laws and regulations in effect as of the date of this annual report and is subject to any subsequent changes in such laws and regulations that may come into effect after such date. Any change could apply retroactively and could affect the continued validity of this summary. The summary which follows does not constitute legal advice or a legal opinion with respect to the transactions that the holders of our class B shares or ADSs may enter into, but rather is only a brief description of certain (and not all) aspects of the Argentine and U.S. Federal taxation system related to the acquisition, ownership and disposition of our class B shares and ADSs. In addition, although the following summary is believed to be a reasonable interpretation of the current taxation rules and regulations, we cannot assure you that the applicable authorities or tribunals will agree with all of, or any of, the tax consequences outlined below. Currently, there is no tax treaty between the United States and Argentina.

Argentine Taxes

Taxation of Dividends

In general, dividend payments on ADSs or ordinary shares, whether in cash, property, or stock, are not subject to Argentine withholding tax or other taxes.

There is an exception under which a 35% tax (“equalization tax”) will be imposed on certain dividends approved by the registrant’s shareholders. The equalization tax will be applied only to the extent that distributions of dividends exceed the taxable income of the company increased by non-taxable dividends received by the distributing company in prior years and reduced by Argentine income tax paid by the distributing company.

In this situation the equalization tax will be imposed as a withholding tax on the shareholder receiving the dividend. Dividends distributions made in property (other than cash) will be subject to the same tax rules as cash dividends. Stock dividends are not subject to Argentine taxation.

Taxation of Capital Gains

Pursuant to Decree No. 2,284/91 (the “Deregulation Decree”), capital gains derived by non-resident individuals or foreign companies from the sale, exchange or other disposition of ADSs or class B shares are not currently subject to income tax.

Beginning on January 1, 2001, capital gains from the sale, exchange or other dispositions of shares not listed in a stock exchange will be subject to income tax when derived by individuals domiciled in Argentina.

In addition, in the case of entities or permanent organizations incorporated or domiciled abroad that, pursuant to their bylaws, charters, documents or the applicable regulatory framework, have as their principal activity investing outside of the jurisdiction of their incorporation or domicile, or are generally restricted from doing business in their country of incorporation, it will be assumed, without any proof to the contrary being admitted, that the seller is an individual domiciled in Argentina. Such entities will be subject to income tax imposed as a withholding tax on the seller receiving the payment (for payments made beginning on April 30, 2001) at the rate of 17.50% (that is, 35% on 50% of the amount of the payment), but the foreign party may choose instead to pay a tax of 35% on the net gain realized on the sale. In such situation, the Deregulation Decree will not be applicable.

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On July 3, 2003, the Government’s Chief Counsel (“Procurador del Tesoro”) issued an opinion that the provisions of the income tax law that taxed capital gains arising from shares without quotation obtained by resident individuals or “offshore companies”, as defined by the Argentine Income Tax Law, are no longer in force because they have been implicitly abrogated. The validity of this opinion is difficult to assess. Opinions of the Government’s Chief Counsel are binding upon all Government attorneys, including attorneys of the Argentine tax administration.

Transfer Taxes

No Argentine transfer taxes are applicable on the sale or transfer of ADSs or class B shares.

Tax on Minimum Notional Income

The tax reform in force since 1999 reinstituted a tax on assets on Argentine companies. This tax is similar to the asset tax that was previously in effect in Argentina from 1990 to 1995. It applies at a general rate of 1% on a broadly defined asset base encompassing most of the taxpayer’s gross assets at the end of any fiscal year ending after December 31, 1998.

Specifically, the Law establishes that banks, other financial institutions and insurance companies will consider a taxable base equal to 20% of the value of taxable assets.

A company’s asset tax liability for a tax year will be reduced by its income tax payments, and asset tax payments for a tax year can be carried forward to be applied against the company’s income tax liability in any of the following ten tax years.

Personal Assets Tax

Individuals domiciled and undivided estates located in Argentina or abroad will be subject to an annual tax in respect of assets located in Argentina and abroad. The tax rate is from 0.5% to 1.25%, depending on the total amount of assets. Individuals domiciled abroad will pay the tax only in respect of the assets they hold in Argentina. In the case of individuals domiciled abroad, the tax will be paid by the individuals or entities domiciled in Argentina which, as of December 31 of each year, hold the joint ownership, possession, use, enjoyment, deposit, safekeeping, custody, administration or tenure of the assets located in Argentina subject to the tax belonging to the individuals domiciled abroad. When the direct ownership of negotiable obligations, government securities and certain other investments, except shares issued by companies ruled by the Corporations’ Law, corresponds to companies domiciled abroad in countries that do not enforce registration systems for private securities (with the exception of insurance companies, open-end investment funds, pension funds or banks and financial entities with head offices in countries that have adopted the international banking supervision standards laid down by the Basel Committee on Banking Supervision) or that pursuant to their bylaws, charter, documents or the applicable regulatory framework, have as their principal activity investing outside of the jurisdiction of their organization or domicile, or are generally restricted from doing business in their country of incorporation, it will be assumed, without any proof to the contrary being admitted, that those assets belong ultimately to individuals and therefore the system for paying the tax for such individuals domiciled abroad is applicable to them.

There is an exception pursuant to a tax reform that was published in the Official Gazette as Law No. 25,585, which went into effect on December 31, 2002. This tax reform introduced a mechanism to collect the personal assets tax on shares issued by companies ruled by the Corporations’ Law, which ownership belongs to individuals domiciled in Argentina or abroad and companies or entities domiciled abroad. In the case of companies or entities domiciled abroad, it will be assumed, without any proof to the contrary being admitted, that those shares belong ultimately to individuals domiciled abroad.

The tax will be assessed and paid by those companies ruled by the Corporations’ Law at the rate of 0.5% on the value of the shares or equity interest. The valuation of the shares, whether listed or not, must be made according to their proportional equity value. These companies may eventually seek reimbursement from the direct owner of their shares in respect of any amounts paid to the Argentine tax authorities as personal assets tax. Grupo Financiero Galicia has sought reimbursement for the amount paid corresponding to December 31, 2002. The board of directors submitted the decision on how to proceed with respect to fiscal year 2003 to the annual shareholders’ meeting held on April 22, 2004. At that meeting, our shareholders voted to suspend all claims on our shareholders for amounts unpaid for fiscal year 2002 and to have us absorb the amounts due for fiscal year 2003 onward when not withheld from dividends.

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Other Taxes

There are no Argentine federal inheritance, succession or gift taxes applicable to the ownership, transfer or disposition of ADSs or class B shares. There are no Argentine stamps, issue, registration or similar taxes or duties payable by holders of ADSs or class B shares.

Deposit and Withdrawal of Class B Shares in Exchange for ADSs

No Argentine tax is imposed on the deposit or withdrawal of class B shares in exchange for ADSs.

United States Taxes

The following is a summary of the material U.S. Federal income tax consequences of the acquisition, ownership and disposition of class B shares or ADSs, as such securities are set forth in the documents or the forms thereof, relating to such securities as in existence on the date hereof, but it does not purport to address all of the tax considerations that may be relevant to a decision to purchase, own or dispose of class B shares or ADSs. This summary assumes that the class B shares or ADSs will be held as capital assets and does not address tax consequences to all categories of investors, some of which (such as dealers or traders in securities or currencies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt entities, banks, insurance companies, persons that received class B shares or ADSs as compensation for the performance of services, persons owning (or deemed to own for U.S. tax purposes) at least 10% or more (by voting power or value) of our shares, investors whose functional currency is not the US Dollar and persons that will hold the class B shares or ADSs as part of a position in a “straddle” or as part of a “hedging” or “conversion” transaction for U.S. tax purposes) may be subject to special tax rules. Moreover, this summary does not address the U.S. federal estate and gift or alternative minimum tax consequences of the acquisition, ownership and disposition of class B shares or ADSs.

This summary (i) is based the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary United States Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof; and (ii) is based in part on representations of the Depository and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The U.S. Treasury Department has expressed concern that depositaries for ADRs, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders of such receipts or shares. Accordingly, the U.S. foreign tax credit analysis described below could be affected by future actions that may be taken by the U.S. Treasury Department.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of class B shares or ADSs who, for U.S. Federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. Federal income taxation regardless of its source, or (iv) a trust if such trust validly elects to be treated as a United States person for United States federal income tax purposes or if (a) a United States court can exercise primary supervision over its administration and (b) one or more United States persons have the authority to control all of the substantial decisions of such trust. A “Non-U.S. Holder” is a beneficial owner of class B shares or ADSs that is neither a U.S. Holder nor a partnership (or other entity treated as such for U.S. federal income tax purposes).

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds class B shares or ADSs, the tax treatment of the partnership and a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its tax advisor as to its tax consequences.

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Each prospective purchaser should consult its own tax advisor with respect to the U.S. Federal, state, local and foreign tax consequences of acquiring, owning or disposing of class B shares or ADSs.

Ownership of ADSs in General

In general, for U.S. Federal income tax purposes holders of ADSs will be treated as the owners of the ADSs evidenced thereby and of the class B shares represented by such ADSs.

Taxation of Cash Dividends and Distribution of Stock

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, for U.S. Federal income tax purposes, the gross amount of distributions by Grupo Financiero Galicia of cash or property (other than certain distributions, if any, of class B shares or ADSs distributed pro rata to all shareholders of Grupo Financiero Galicia, including holders of ADSs) made with respect to the class B shares or ADSs before reduction for any Argentine taxes withheld therefrom, will constitute dividends to the extent that such distributions are paid out of Grupo Financiero Galicia’s current and accumulated earnings and profits, and will be included in the gross income of a U.S. Holder as dividend income. Subject to the discussion below under “Passive Foreign Investment Company Considerations”, non-corporate U.S. Holders generally may be taxed on such distributions on ADSs (or shares that are readily tradable on an established securities market in the United States at the time of such distribution) at the lower rates applicable to long-term capital gains for taxable years beginning on or before December 31, 2012 (i.e., gains from the sale of capital assets held for more than one year). Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss with respect to such ADSs (or shares), that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4)(B) of the Code or that receive dividends with respect to which they are obligated to make related payments, will not be eligible for the reduced rates of taxation. Such dividends will not be eligible for the dividends received deduction generally allowed to corporations under the Internal Revenue Code of 1986, as amended (the “Code”).

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, if distributions with respect to the class B shares exceed Grupo Financiero Galicia’s current and accumulated earnings and profits, the excess would be treated first as a tax-free return of capital to the extent of such U.S. Holder’s adjusted tax basis in the class B shares or ADSs. Any amount in excess of the amount of the dividend and the return of capital would be treated as capital gain. Grupo Financiero Galicia does not maintain calculations of its earnings and profits under U.S. federal income tax principles.

Dividends paid in Pesos will be included in the gross income of a U.S. Holder in an amount equal to the US Dollar value of the Pesos on the date of receipt, which, in the case of ADSs, is the date they are received by the depositary. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution. Any gains or losses resulting from the conversion of Pesos between the time of the receipt of dividends paid in Pesos and the time the Pesos are converted into US Dollars will be treated as ordinary income or loss, as the case may be, of a U.S. Holder. Dividends received by a U.S. Holder with respect to the class B shares or ADSs will be treated as foreign source income, which may be relevant in calculating such holder’s foreign tax credit limitation. Subject to certain conditions and limitations, Argentine tax withheld on dividends may be deducted from taxable income or credited against a U.S. Holder’s U.S. Federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific categories of income. For this purpose, dividend income with respect to your class B shares or ADSs should generally constitute “passive category income”, or in the case of certain U.S. Holders, “general category income”. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Subject to the discussion below under “Backup Withholding and Information Reporting Requirements”, a Non-U.S. Holder generally will not be subject to U.S. Federal income or withholding tax on dividends received on class B shares or ADSs, unless such income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States.

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Taxation of Capital Gains

Subject to the discussion below under “Passive Foreign Investment Company Considerations”, U.S. Holders that hold class B shares or ADSs as capital assets will recognize capital gain or loss for U.S. Federal income tax purposes upon a sale or exchange of such class B shares or ADSs in an amount equal to the difference between such U.S. Holder’s adjusted tax basis in the class B shares or ADSs and the amount realized on their disposition. In the case of a non-corporate U.S. Holder, the maximum marginal U.S. Federal income tax rate applicable to such gain will be lower than the maximum marginal federal income tax rate for ordinary income (other than certain dividends) if the U.S. Holder’s holding period for the class B shares or ADSs exceeds one year. Gain or loss, if any, recognized by a U.S. Holder generally will be treated as United States source income or loss for U.S. foreign tax credit purposes. Certain limitations exist on the deductibility of capital losses for U.S. Federal income tax purposes.

The initial tax basis of the class B shares to a U.S. Holder is the US Dollar value of the Pesos denominated purchase price determined on the date of purchase. If the class B shares or ADSs are treated as traded on an “established securities market”, a cash basis U.S. Holder (or, if it elects, an accrual basis U.S. Holder) will determine the Dollar value of the cost of such class B shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date of the purchase.

With respect to the sale or exchange of class B shares or ADSs, the amount realized generally will be the US Dollar value of the payment received determined on (i) the date of receipt of payment in the case of a cash basis U.S. Holder and (ii) the date of disposition in the case of an accrual basis U.S. Holder. If the class B shares or ADSs are treated as traded on an “established securities market”, a cash basis taxpayer (or, if it elects, an accrual basis taxpayer) will determine the US Dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.

Subject to the discussion below under “Backup Withholding Tax and Information Reporting Requirements”, a Non-U.S. Holder generally will not be subject to U.S. Federal income or withholding tax on gain realized on the sale or exchange of class B shares or ADSs unless (i) such gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States or (ii) in the case of gain realized by an individual Non-U.S. Holder, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale or exchange and certain other conditions are met.

Passive Foreign Investment Company Considerations

A Non-United States corporation will be classified as a “passive foreign investment company”, or a PFIC, for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (1) at least 75 percent of its gross income is “passive income” or (2) at least 50 percent of the average value of its gross assets is attributable to assets that produce “passive income” or is held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities and securities transactions, other than certain income derived in the active conduct of a banking business.

The application of the PFIC rules to certain banks is unclear under U.S. federal income tax law. The IRS has issued a notice and certain proposed Treasury Regulations that exclude from passive income any income derived in the active conduct of a banking business by a qualifying foreign bank (the “Active Bank Exception”). However, the IRS notice and proposed Treasury Regulations are inconsistent in certain respects. Since final Treasury Regulations have not been issued, there can be no assurance that Grupo Financiero Galicia or its subsidiaries will satisfy the Active Bank Exception for any given taxable year.

Based on certain estimates of its gross income and gross assets, the nature of its business and relying on the Active Bank Exception, Grupo Financiero Galicia believes that it will not be classified as a PFIC for the taxable year ended December 31, 2010. Grupo Financiero Galicia’s status in future years will depend on its assets and activities in those years. Grupo Financiero Galicia has no reason to believe that its assets or activities will change in a manner that would cause it to be classified as a PFIC, but there can be no assurance that Grupo Financiero Galicia will not be considered a PFIC for any taxable year. If Grupo Financiero Galicia were a PFIC, a U.S. Holder of class B shares or ADSs generally would be subject to imputed interest charges and other disadvantageous tax treatment (including the denial of the taxation of certain dividends at the lower rates applicable to long-term capital gains, as discussed above under “Taxation of Cash Dividends and Distribution of Stock”) with respect to any gain from the sale or exchange of, and certain distributions with respect to, the class B shares or ADSs.

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If Grupo Financiero Galicia were a PFIC, a U.S. Holder of class B shares or ADSs could make a variety of elections that may alleviate certain of the tax consequences referred to above, and one of these elections may be made retroactively. However, it is expected that the conditions necessary for making certain of such elections will not apply in the case of the class B shares or ADSs. U.S. Holders should consult their own tax advisors regarding the tax consequences that would arise if Grupo Financiero Galicia were treated as a PFIC.

Backup Withholding and Information Reporting

United States backup withholding tax and information reporting requirements generally apply to certain payments to certain holders of stock.

Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemption of, class B shares or ADSs made within the United States, or by a U.S. payor or U.S. middleman, to a holder of class B shares or ADSs (other than an “exempt recipient”, including a payee that is not a United States person that provides an appropriate certification and certain other persons).

A payor will be required to withhold backup withholding tax from any payments of dividends on, or proceeds from the sale or redemption of, class B shares or ADSs within the United States, or by a U.S. payor or U.S. middleman, to a holder (other than an exempt recipient such as a corporation or a payee that is not a United States person and that provides an appropriate certification) if such Holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements. The backup withholding tax rate is 28% through 2012.

In addition, certain U.S. Holders who are individuals are required to report information relating to an interest in our class B shares of ADSs, subject to certain exceptions (including an exception for the class B shares or ADSs held in accounts maintained by certain financial institutions). U.S. Holders are urged to consult their tax advisers regarding the effect, if any, of new U.S. federal income tax legislation on their ownership and disposition of the class B shares or ADSs.

Medicare Tax on Investment Income

Certain U.S. Holders who are individuals, estates or trusts are required to pay a 3.8% tax on, among other things, dividends and capital gains from the sale or other disposition of shares of the class B shares or ADSs for taxable years beginning after December 31, 2012.

THE ABOVE SUMMARIES ARE NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP OF THE CLASS B SHARES OR ADSs. YOU SHOULD CONSULT AN INDEPENDENT TAX ADVISOR CONCERNING THE TAX CONSEQUENCES OF YOUR PARTICULAR SITUATION.

Material Contracts

In connection with its foreign debt restructuring, Banco Galicia entered into various restructured loan agreements with its bank creditors and into an indenture with The Bank of New York, acting as trustee, pursuant to which bonds were issued. These restructured loan agreements and the indenture include, on a combined basis, a number of significant covenants that, among other things, restrict Banco Galicia’s ability to: (i) pay dividends on stock or purchase stock (see Item 8. “Financial Information-Dividend Policy and Dividends”); (ii) use the proceeds received from the sale of certain assets or from the issuance of debt or equity securities; (iii) engage in certain transactions with affiliates; or (iv) engage in business activities unrelated to Banco Galicia’s current business. In addition, certain of the restructured loan agreements also require Banco Galicia to maintain specified financial ratios and to comply with certain reporting and informational requirements.

In December of 2004, Banco Galicia entered into an amendment and waiver of the restructured loan agreements, whereby Banco Galicia and the lenders agreed principally to: (i) amend certain terms to allow for certain securitization transactions and to allow for the financing of the construction of the new corporate tower and (ii) waive the delivery requirement for certain documents in connection with certain transactions.

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In August of 2006, Banco Galicia entered into a second amendment to each of the restructured loan agreements, whereby Banco Galicia and the lenders agreed principally to: (i) permit the use of proceeds received from the sale of various government securities and other similar assets to effect open market purchases of negotiable instruments issued by Banco Galicia and to prepay loans outstanding with the lenders and (ii) permit us to further capitalize Banco Galicia with negotiable obligations of Banco Galicia owned by us and issued in connection with the restructuring of Banco Galicia’s debt.

In December of 2007, Banco Galicia entered into a third amendment to each of the restructured loan agreements, whereby Banco Galicia and the lenders agreed principally to: (i) the modification of the mergers, consolidations, sales and leases covenant and the transactions with affiliates covenant in order to afford Banco Galicia greater flexibility with respect to transactions contemplated by such covenants, (ii) the deletion of covenants limiting Banco Galicia’s ability to dispose of its assets, make capital expenditures or investments or compensate its directors and (iii) the modification of the amendment, waiver or consent provision of such restructured loan agreements so that certain notes or loans held by Banco Galicia and its affiliates may be counted for purposes of entering into amendments, waivers or consents to such agreements.

In connection with Banco Galicia’s issuance on May 4, 2011 of its class I negotiable obligations, due 2018, in the aggregate principal amount of US$300.0 million, within its global short-term, medium-term and/or long-term note program, for an outstanding face value at any time of up to US$342.5 million, or the equivalent amount in other currencies, Banco Galicia entered into an indenture, dated as of May 4, 2011, with The Bank of New York Mellon, acting as trustee, pursuant to which the above-mentioned negotiable obligations were issued. This indenture includes a number of significant covenants, which are subject to important qualifications and exceptions, that, among other things, restrict the ability of (i) Banco Galicia and certain of its subsidiaries to directly or indirectly, create, incur, assume or suffer to exist liens upon its present or future assets to secure any indebtedness and (ii) Banco Galicia to merge, consolidate or amalgamate with or into, or convey or transfer or lease all or substantially all of its properties and assets, whether in one transaction or a series of related transactions.

In connection with Tarjeta Naranja S.A.’s issuance on January 28, 2011 of its class XIII negotiable obligations, due 2017, in the aggregate principal amount of US$200.0 million, within its global short-term, medium-term and/or long-term note program, for an outstanding face value at any time of up to US$350.0 million, or the equivalent amount in other currencies, Tarjeta Naranja S.A. entered into an indenture with The Bank of New York Mellon, acting as trustee, pursuant to which the above-mentioned negotiable obligations were issued. This indenture includes a number of significant covenants, which are subject to important qualifications and exceptions, that, among other things, restrict the ability of Tarjeta Naranja S.A. (and certain of its subsidiaries in specific instances) to (i) incur or guarantee certain indebtedness; (ii) declare or pay certain dividends or make certain distributions; (iii) purchase, redeem, retire or otherwise acquire for value any of its capital stock; (iv) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayments or scheduled sinking fund payments, certain subordinated obligations, or intercompany indebtedness between or among Tarjeta Naranja S.A. and certain of its subsidiaries; (v) make certain investments; (vi) enter into sale and lease-back transactions; (vii) make certain asset dispositions; (viii) issue, assume or guarantee certain indebtedness secured by a lien (or cause or permit certain of its subsidiaries to do so); (ix) engage in certain transactions with affiliates; (x) engage in business activities unrelated to its current business; (xi) limit or encumber the ability of certain of its subsidiaries to pay dividends, pay indebtedness, make loans or advances or transfer properties or assets; (xii) consolidate with or merge into another person or convey, transfer or lease its properties and assets substantially as an entirety to any person; or (xiii) transfer, convey, sell, lease (or otherwise dispose of) or issue voting stock of certain of its subsidiaries.

Other Loans

The improved position of Banco Galicia after the foreign debt restructuring mentioned above, allowed Banco Galicia to have access to new facilities to finance medium- and long-term investment projects. In May 2005 and in November 2007, the IFC granted Banco Galicia a US$40 million loan and a US$50 million loan respectively, both facilities fully utilized, with a tenor of up to 8 years, for the financing of investment projects of SMEs mainly active in the agribusiness sector and export oriented. As of December 31, 2010, the principal amount of those facilities amounted to Ps.221.6 million.

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In September of 2010, IFC granted Banco Galicia a US$40 million loan, with a 5 year term. In December of 2010, FMO granted Banco Galicia a US$20 million loan, with a 6 year term. The purpose of these facilities is to fund long-term loans to SMEs. The proceeds of these facilities, as of December 31, 2010, have been utilized in the amount of US$2 million. In addition, in February of 2011, IDB granted Banco Galicia a US$30 million loan, with a 5 year term, the proceeds of which are to be used to fund investment projects (green line and microfinance).

Documents on Display

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information with the SEC. These materials, including this annual report and its exhibits, may be inspected and printed or copied for a fee at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information about the operation of the Public Reference Room by calling the SEC at (202) 942-8090. These materials are also available on the SEC’s website at http://www.sec.gov. Material submitted by us can also be inspected at the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006-1506.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

General

Market risks faced by us are the risks arising from the fluctuations in interest rates and in foreign exchange rates. Our market risk arises mainly from the operations of Banco Galicia in its capacity as a financial intermediary. Our subsidiaries and equity investees other than Banco Galicia are also subject to market risk. However, the amount of these risks is not significant and they are not discussed below. Policies regarding these risks are applied at the level of our operating subsidiaries.

In compliance with the Argentine Central Bank’s regulations, based on the best practices and international standards, Banco Galicia has a Risk Management Division responsible for identifying, monitoring and actively and integrally managing the different risks Banco Galicia and its subsidiaries are exposed to (credit, financial and operational risks). The aim of the Division is to guarantee Banco Galicia’s board of directors that it is fully aware of the risks Banco Galicia is exposed to. It also creates and proposes the policies and procedures necessary to mitigate and control such risks. The Risk Management Committee, made-up of four members of the board of directors of Banco Galicia, the CEO and the managers of the Risk Management Division, the Planning and Financial Control Division and Internal Audit, is the highest corporate body to which Banco Galicia’s board of directors delegates integral risk management and the executive responsibility to define and enforce risk management policies, procedures and controls. This Committee is also responsible for setting specific limits for the exposure to each risk and approving, when applicable, temporary excesses over said limits as well as being informed of each risk position and compliance with policies.

See Item 6. “Directors, Senior Management and Employees-Functions of the Board of Directors of Banco Galicia”. Liquidity management is discussed in Item 5. “Operating and Financial Review and Prospects"-Item 5.B. “Liquidity and Capital Resources”. Credit risk management is discussed in Item 4. “Information on the Company-Selected Statistical Information-Credit Review Process” and other sections under Item 4. “Information on the Company-Selected Statistical Information” describing Banco Galicia’s loan portfolio and loan loss experience.

The following sections contain information on Banco Galicia’s sensitivity to interest-rate risk and exchange-rate risk that constitute forward-looking statements that involve risks and uncertainties. Actual results could differ from those projected in the forward-looking statements.

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Interest Rate Risk

Another distinctive and natural characteristic of financial brokerage is the existence of interest-earning assets and interest-bearing liabilities with different maturities (or different rate repricing periods) and interest rates that can be fixed or variable. This situation leads to a gap or mismatch that arises from the balance sheet and measures the imbalance between fixed- and variable-rate assets and liabilities, and results in the so-called interest-rate risk or else balance sheet structural risk. A commercial bank can face the interest rate risk on both sides of its balance sheet: with regard to the income generated by assets (loans and securities) and the expenses related to the interest-bearing liabilities (deposits and others sources of funds).

The policy currently in force defines this gap as the risk that the financial margin and the economic value of the shareholders’ equity may vary as a consequence of fluctuations in market interest rates. The magnitude of such variation is associated to the sensitivity to interest rates of the structure of Banco Galicia’s assets and liabilities.

Aimed at managing and limiting the sensitivity of Banco Galicia’s economic value and results with respect to variations in the interest rate inherent to the structure of certain assets and liabilities, the following caps have been determined:

• Limit on the net financial income for the first year.

• Limit on the net present value of assets and liabilities.

Limit on the Net Financial Income for the First Year

The effect of interest rate fluctuations on the net financial income for the first year is calculated using the methodology known as scenario simulation. On a monthly basis, net financial income for the first year is simulated in a base scenario and in a “+100 b.p.” scenario. In order to prepare each scenario, different criteria are assumed regarding the sensitivity to interest rates of assets and liabilities, depending on the historical performance observed of the different balance sheet items. Net financial income for the first year in the “+100 b.p.” scenario is compared to the net financial income for the first year in the base scenario. The resulting difference is related to the annualized accounting net financial income for the last calendar trailing quarter available, for Banco Galicia on a consolidated basis, before quotation differences and CER adjustment.

The limit on a potential loss in the “+100 b.p.” scenario with respect to the base scenario was established at 20% of the net financial income for the first year, as defined in the above paragraph. As of December 31, 2010, the negative difference between the net financial income for the first year corresponding to the “+100 b.p.” scenario and that corresponding to the base scenario accounted for -0.5% (minus 0.5%) of the net financial income for the first year. As of December 31, 2009 such loss represented 1.3% of the net financial income for the first year.

The tables below show as of December 31, 2010 and December 31, 2009, in absolute and percentage terms, the change in Banco Galicia’s net financial income (“NFI”) of the first year, as compared to the NFI of the “base” scenario corresponding to various interest-rate scenarios in which interest rates change 50, 100, 150 and 200 b.p. from those in the “base” scenario. Banco Galicia’s net portfolio is broken down into trading and non-trading. The trading net portfolio represents primarily securities issued by the Argentine Central Bank (Lebac and Nobac).

Net Portfolio	Net Financial Income (1)
(In millions of Pesos, except percentages)	As of December 31, 2010						As of December 31, 2009
Change in Interest Rates in b.p.	Variation			% Change in the NFI			Variation			% Change in the NFI
200		(30.4	)		(0.92	)%		(47.3	)		(2.65	)%
150		(22.9	)		(0.69	)%		(35.4	)		(1.98	)%
100		(16.2	)		(0.49	)%		(23.5	)		(1.32	)%
50		(7.8	)		(0.23	)%		(11.8	)		(0.66	)%
Static		—			—			—			—
(50)		8.4			0.25	%		12.1			0.68	%
(100)		16.7			0.50	%		24.8			1.39	%
(150)		25.0			0.75	%		37.4			2.10	%
(200)		33.3			1.00	%		50.1			2.80	%

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Net Trading Portfolio	Net Financial Income (1)
(In millions of Pesos, except percentages)	As of December 31, 2010						As of December 31, 2009
Change in Interest Rates in b.p.	Variation			% Change in the NFI			Variation			% Change in the NFI
200		40.9			1.23	%		32.5			1.82	%
150		30.7			0.92	%		24.4			1.37	%
100		20.4			0.61	%		16.3			0.91	%
50		10.2			0.31	%		8.1			0.45	%
Static		—			—			—			—
(50)		(10.3	)		(0.31	)%		(8.2	)		(0.46	)%
(100)		(20.5	)		(0.62	)%		(16.3	)		(0.91	)%
(150)		(30.7	)		(0.92	)%		(24.4	)		(1.37	)%
(200)		(41.0	)		(1.23	)%		(32.6	)		(1.83	)%

Net Non Trading Portfolio	Net Financial Income (1)
(In millions of Pesos, except percentages)	As of December 31, 2010						As of December 31, 2009
Change in Interest Rates in b.p.	Variation			% Change in the NFI			Variation			% Change in the NFI
200		(71.3	)		(2.15	)%		(79.8	)		(4.47	)%
150		(53.6	)		(1.61	)%		(59.8	)		(3.35	)%
100		(36.6	)		(1.10	)%		(39.8	)		(2.23	)%
50		(18.0	)		(0.54	)%		(19.9	)		(1.11	)%
Static		—			—			—			—
(50)		18.7			0.56	%		20.3			1.14	%
(100)		37.2			1.12	%		41.1			2.30	%
(150)		55.7			1.68	%		61.8			3.46	%
(200)		74.3			2.23	%		82.7			4.63	%

(1) Net interest of the first year.

Net Present Value of Assets and Liabilities

The net present value of assets and liabilities is also calculated on a monthly basis and taking into account the assets and liabilities of Banco Galicia’s consolidated balance sheet. The net present value of the consolidated assets and liabilities, as mentioned, is calculated for a “base” scenario in which the portfolio of securities with quotation is discounted using interest rates obtained according to “yield curves” determined based on the market yields of different reference bonds denominated in Pesos, in US Dollars and adjusted by CER. Yield curves for assets and liabilities without quotation are also created using market interest rates. The net present value of assets and liabilities is also obtained for another scenario where portfolios are discounted at the rates of the aforementioned yield curves plus 100 b.p. It is worth mentioning that, in order to prepare the second scenario, it was assumed that an increase in domestic interest rates is not transferred to the yield curves of the portfolios in US Dollars.By comparing the values obtained for each scenario, the difference between the present values of shareholders’ equity in each scenario can be drawn.

The limit on a potential loss in the present value of shareholders’ equity resulting from a 100 b.p. increase in interest rates regarding the base scenario was established at 3% of the RPC. As of the fiscal year-end 2010, a 100 b.p. increase in interest rates (as mentioned in the paragraph above) resulted in a reduction in the present value of Banco Galicia’s shareholders’ equity in comparison to the value calculated for the base scenario, equivalent to -1.5% (minus 1.5%) of the RPC. For fiscal year end 2009 this reduction was -2.0% (minus 2.0%).

The analysis made was based on deterministic methods, which take in consideration only the aforementioned scenario. With the purposes of covering a larger number of scenarios, and therefore, a greater variation range of the pertinent variables, during 2010 a Balance Sheet Structural Risk Manager was developed, which, with stochastic simulations, will allow to cover a wider range of scenarios and generate results for a large variety of analyses.

One of the main applications of the manager will be the estimation of the economic capital consumption of the balance sheet structural risk. Thanks to the manager it will be possible to estimate the “VaR” (Value at Risk) inherent to Banco Galicia’s asset and interest bearing liabilities, based on the generation of a considerable number of simulations of interest rates’ movements. Likewise, the “EaR” (Earnings at Risk) will be estimated taking into consideration different interest rates evolution paths and their impact on the net financial income. Both results, —VaR and EaR— are associated with specific levels of likelihood of occurrence or degree of confidence.

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In fiscal year 2011, the implementation of this tool will be completed, and economic capital will start to be estimated systematically within a comprehensive risk management framework as regards Banco Galicia.

The tables below show as of December 31, 2010 and December 31, 2009, in absolute and percentage terms, the change in Banco Galicia’s RPC versus the RPC of the “base” scenario, corresponding to various interest-rate scenarios in which interest rates change 50, 100, 150 and 200 b.p. from those in the “base” scenario. Banco Galicia’s net portfolio is broken down into trading and non-trading. The trading net portfolio represents primarily securities issued by the Argentine Central Bank (Lebac and Nobac).

Net Portfolio	Net Fair Value
(In millions of Pesos, except percentages)	As of December 31, 2010						As of December 31, 2009
Change in Interest Rates in b.p.	Variation			% Change in the RPC			Variation			% Change in the RPC
200		(103.6	)		(2.89	)%		(104.6	)		(3.80	)%
150		(78.4	)		(2.18	)%		(80.1	)		(2.91	)%
100		(52.7	)		(1.47	)%		(54.6	)		(1.98	)%
50		(26.6	)		(0.74	)%		(27.9	)		(1.01	)%
Static		—			—			—			—
(50)		27.0			0.75	%		29.2			1.06	%
(100)		54.5			1.52	%		59.7			2.17	%
(150)		82.4			2.30	%		91.7			3.33	%
(200)		110.8			3.09	%		125.3			4.55	%

Net Trading Portfolio	Net Fair Value
(In millions of Pesos, except percentages)	As of December 31, 2010						As of December 31, 2009
Change in Interest Rates in b.p.	Variation			% Change in the RPC			Variation			% Change in the RPC
200		(2.4	)		(0.07	)%		(5.3	)		(0.19	)%
150		(1.8	)		(0.05	)%		(4.0	)		(0.15	)%
100		(1.2	)		(0.03	)%		(2.6	)		(0.09	)%
50		(0.6	)		(0.02	)%		(1.3	)		(0.05	)%
Static		—			—			—			—
(50)		0.6			0.02	%		1.3			0.05	%
(100)		1.2			0.03	%		2.6			0.09	%
(150)		1.8			0.05	%		3.9			0.14	%
(200)		2.4			0.07	%		5.2			0.19	%

Net Non Trading Portfolio	Net Fair Value
(In millions of Pesos, except percentages)	As of December 31, 2010						As of December 31, 2009
Change in Interest Rates in b.p.	Variation			% Change in the RPC			Variation			% Change in the RPC
200		(101.2	)		(2.82	)%		(99.3	)		(3.61	)%
150		(76.6	)		(2.13	)%		(76.1	)		(2.76	)%
100		(51.5	)		(1.43	)%		(52.0	)		(1.89	)%
50		(26.0	)		(0.72	)%		(26.6	)		(0.97	)%
Static		—			—			—			—
(50)		26.4			0.74	%		27.9			1.01	%
(100)		53.3			1.48	%		57.1			2.07	%
(150)		80.6			2.25	%		87.8			3.19	%
(200)		108.4			3.02	%		120.1			4.36	%

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Foreign Exchange Rate Risk

Exchange-rate sensitivity is the relationship between the fluctuations of exchange rates and Banco Galicia’s net financial income resulting from the revaluation of Banco Galicia’s assets and liabilities denominated in foreign currency. The impact of variations in the exchange rate on Banco Galicia’s net financial income depends on whether Banco Galicia has a net asset foreign currency position (the amount by which foreign currency denominated assets exceed foreign currency denominated liabilities) or a short foreign currency position (the amount by which foreign currency denominated liabilities exceed foreign currency denominated assets). In the first case an increase/decrease in the exchange rate results in a gain/loss, respectively. In the second case, an increase/decrease results in a loss/gain, respectively. Banco Galicia has established limits for its consolidated foreign currency mismatches for the asset and liability positions of 30% and -10% (minus 10%) of Banco Galicia’s RPC, respectively. At the end of the fiscal year, Banco Galicia’s net asset position in foreign currency represented 2.2% of its RPC.

As of December 31, 2010, Banco Galicia had a net asset foreign currency position of Ps.40.7 million equivalent to US$10.2 million, after adjusting its on-balance sheet net liability position of Ps.792.5 million (US$199.3 million) by net forward purchases of foreign currency without delivery of the underlying asset, for Ps.833.2 million (US$209.6 million), recorded off-balance sheet.

As of December 31, 2009, Banco Galicia had a net asset foreign currency position of Ps.61.1 million equivalent to US$16.1 million, after adjusting its on-balance sheet net liability position of Ps.176.0 million (US$46.3 million) by net forward purchases of foreign currency without delivery of the underlying asset, for Ps.237.1 million (US$62.4 million), recorded off-balance sheet.

As of December 31, 2008, Banco Galicia had a net asset foreign currency position of Ps.227.6 million equivalent to US$65.9 million, after adjusting its on-balance sheet net liability position of Ps.162.2 million (US$47.0 million) by net forward purchases of foreign currency without delivery of the underlying asset, for Ps.389.8 million (US$112.9 million), recorded off-balance sheet.

The tables below show the effects of changes in the exchange rate of the Peso vis-à-vis the US Dollar on the value of Banco Galicia’s foreign currency net asset position as of December 31, 2010, 2009 and 2008. As of these dates, the breakdown of Banco Galicia’s foreign currency net asset position into trading and non-trading is not presented, as Banco Galicia’s foreign currency trading portfolio was not material.

	Value of Foreign Currency Net Position as of
	December 31, 2010
Percentage Change in the Value of the Peso Relative to the Dollar(1)	Amount			Absolute Variation			% Change
	(In millions of Pesos, except percentages)
40%		57.0			16.3			40.0
30%		52.9			12.2			30.0
20%		48.8			8.1			19.9
10%		44.8			4.1			10.1
Static		40.7	(2)		—			—
(10)%		36.6			(4.1	)		(10.1	)
(20)%		32.6			(8.1	)		(19.9	)
(30)%		28.5			(12.2	)		(30.0	)
(40)%		24.4			(16.3	)		(40.0	)

(1)	Devaluation / (Revaluation).
(2)	Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts.

	Value of Foreign Currency Net Position as of
	December 31, 2009
Percentage Change in the Value of the Peso Relative to the Dollar(1)	Amount			Absolute Variation			% Change
	(In millions of Pesos, except percentages)
40%		85.5			24.4			39.9
30%		79.4			18.3			30.0
20%		73.3			12.2			20.0
10%		67.2			6.1			10.0
Static		61.1	(2)		—			—
(10)%		55.0			(6.1	)		(10.0	)
(20)%		48.9			(12.2	)		(20.0	)
(30)%		42.8			(18.3	)		(30.0	)
(40)%		36.7			(24.4	)		(39.9	)

(1)	Devaluation / (Revaluation).
(2)	Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts.

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	Value of Foreign Currency Net Position as of
	December 31, 2008
Percentage Change in the Value of the Peso Relative to the Dollar(1)	Amount			Absolute Variation			% Change
	(In millions of Pesos, except percentages)
40%		318.6			91.0			40.0
30%		295.9			68.3			30.0
20%		273.1			45.5			20.0
10%		250.4			22.8			10.0
Static		227.6	(2)		—			—
(10)%		204.8			(22.8	)		(10.0	)
(20)%		182.1			(45.5	)		(20.0	)
(30)%		159.3			(68.3	)		(30.0	)
(40)%		136.6			(91.0	)		(40.0	)

(1)	Devaluation / (Revaluation).
(2)	Adjusted to reflect forward purchases and sales of foreign currency without delivery of the underlying asset, registered in memorandum accounts.

Currency Mismatches

Financial brokerage naturally involves the raising of funds and the subsequent use thereof. Both funding (deposits and other alternative sources of financing) and the use of the funds in loans and/or investments can be carried out in assets and liabilities denominated in different currencies. This possible currency mismatch between liabilities and the use thereof on assets generates a source of risk that arises from the variations in the different foreign currency exchange rates. This risk is inherent to the structure of assets and liabilities per currency.

Currency risk is defined as the risk of incurring in equity losses as a consequence of variations in the foreign currency exchange rates in which assets and liabilities (both on and off the Balance Sheet) are denominated.

For purposes of the management and mitigation of the currency risk, two other currencies have been defined apart from the Argentine Peso: Assets and liabilities adjusted by CER and foreign currency.

The policy framework currently in force establishes limits in terms of maximum net asset positions (assets denominated in a currency which are higher than the liabilities denominated in such currency) and net liability positions (assets denominated in a currency which are lower than the liabilities denominated in such currency) for mismatches in Pesos adjusted by CER and in foreign currency, as a proportion of Banco Galicia’s RPC, on a consolidated basis.

Banco Galicia manages mismatches not only regarding assets and liabilities, but also covering mismatches through the foreign currency futures market. Transactions in foreign currency futures (US Dollar futures) are subject to limits that take into consideration particular characteristics of each trading environment.

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The table below shows the composition of Banco Galicia’s shareholders’ equity by currency and type of principal adjustment, that is Banco Galicia’s assets and liabilities denominated in foreign currency, in Pesos and adjustable by the CER, as of December 31, 2010.

	As of December 31, 2010
	Assets		Liabilities		Gap
	(In millions of Pesos)
Financial Assets and Liabilities		32,948.7		31,091.5		1,857.2
Pesos — Adjusted by CER		577.0		13.6		563.4
Pesos — Unadjusted		25,668.4		23,582.1		2,086.3
Foreign Currency (1)		6,703.3		7,495.8		(792.5	)
Other Assets and Liabilities		2,350.2		1,611.7		738.5
Total Gap		35,298.9		32,703.2		2,595.7
Adjusted for Forward Transactions Recorded in Memo Accounts
Financial Assets and Liabilities		32,948.7		31,091.5		1,857.2
Pesos — Adjusted by the CER		577.0		13.6		563.4
Pesos — Unadjusted, Including Shareholders’ Equity (2)		22,260.0		21,006.9		1,253.1
Foreign Currency (1) (2)		10,111.7		10,071.0		40.7
Other Assets and Liabilities		2,350.2		1,611.7		738.5
Total Adjusted Gap		35,298.9		32,703.2		2,595.7

(1)	In Pesos, at an exchange rate of Ps.3.9758 per US$1.0.
(2)	Adjusted for forward sales and purchases of foreign exchange made by Banco Galicia and recorded off-balance sheet.

As of December 31, 2010, considering the adjustments from forward transactions registered under memorandum accounts, Banco Galicia had net asset positions in all currencies.

The paragraphs below describe the composition of the different currency mismatches as of December 31, 2010.

Peso-denominated Assets and Liabilities Adjusted by CER

At fiscal year-end, Banco Galicia had a net asset position of Ps.563.4 million, mainly made up of Ps.521.9 million corresponding to the participation certificate in Galtrust I Financial Trust.

The limit established for the CER-adjusted mismatch is at 100% and at 25% of Banco Galicia’s RPC for the net asset position and the net liability position, respectively. At fiscal year-end, the asset position in Pesos adjusted by CER accounted for 15.7% of Banco Galicia’s RPC.

Assets and Liabilities Denominated in Foreign Currency

Banco Galicia’s assets denominated in foreign currency mainly comprised the following: (i) Loans to the non-financial private sector and residents abroad for Ps.3,103.4 million (principal and interests, net of allowances), and (ii) cash and balances held at the Argentine Central Bank and correspondent banks for Ps.3,120.9 million.

Banco Galicia’s liabilities denominated in foreign currency consisted mainly of: (i) Deposits for Ps.4,023.1 million (principal, interests and quotation differences); (ii) Ps.1,551.7 million of subordinated and unsubordinated negotiable obligations issued by Banco Galicia and the Regional Credit Card Companies (iii) debt with banks and international credit agencies for Ps.703.1 million, (iv) Ps.613.3 million in connection with collections for third parties, (v) Ps.437.7 million corresponding to creditors on account of the repurchase agreement transactions agreed upon with the Bonar 2015 Bonds portfolio (principal plus premiums), and (vi) Ps.12.8 million of payable accrued interests for other liabilities resulting from financial brokerage.

A net liability position of Ps.792.5 million stems from the consolidated balance sheet. Furthermore, forward transactions in foreign currency without delivery of the underlying asset for Ps.833.2 million were recorded in memorandum accounts. Therefore, as of that date, Banco Galicia’s net position in foreign currency adjusted to reflect these transactions was an asset position of Ps.40.7 million, equivalent to US$10.2 million.

Banco Galicia has set limits as regards foreign-currency mismatches at 30% and 10% of Banco Galicia’s RPC for its net asset position and its short position, respectively. At the end of the fiscal year, Banco Galicia’s net asset position in foreign currency represented 1.1% of its RPC.

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Non-Adjusted Peso-Denominated Assets and Liabilities

Banco Galicia’s non-adjusted Peso-denominated assets mainly comprised the following: (i) Loans to the non-financial private sector for Ps.18,161.9 million (principal plus interests, net of allowances); (ii) cash and balances held at the Argentine Central Bank and correspondent banks for Ps.2,890.1 million (including the balance of escrow accounts); (iii) Ps.2,047.2 million corresponding to the holdings of securities issued by the Argentine Central Bank; (iv) Ps.907.8 million of forward purchases related to repurchase agreement transactions of Bonar 2015 Bonds, Lebac and Nobac; (v) Ps.409.0 million corresponding to debt securities and participation certificates in various financial trusts; and (vi) Ps.133.8 million corresponding to holdings of Bonar 2015 Bonds.

Banco Galicia’s non-adjusted Peso-denominated liabilities mainly comprised: (i) Deposits for Ps.18,206.1 million (principal plus interests); (ii) liabilities with stores in connection with credit card activities corresponding to Banco Galicia and the Regional Credit Card Companiesfor Ps.2,952.8 million; (iii) Ps.599.6 million in liabilities with local financial institutions (almost all corresponding to the Regional Credit Card Companies); and (iv) Ps.359.1 million (principal plus premium) corresponding to creditors on account of repurchase agreement transactions of Lebac and Nobac.

The net asset position in non-adjusted Peso-denominated assets and liabilities was of Ps.1,253.1 million at fiscal year-end.

Other Assets and Liabilities

In the category “Other Assets and Liabilities”, the assets were mainly the following: (i) Bank, premises and equipment, miscellaneous and intangible assets for Ps.1,448.9 million; (ii) miscellaneous receivables for Ps.779.4 million, and (iii) equity investments for Ps.65.8 million. Liabilities mainly included Ps.816.5 million recorded under “Miscellaneous Liabilities” and allowances for other contingencies for Ps.695.5 million.

Market Risk

The exposure to portfolios of listed financial instruments, whose value varies according to the movement in their market prices, is subject to a specific policy framework that regulates the risk of incurring a loss as a consequence of the variation of the market price of financial assets whose value is subject to negotiation.

Brokerage transactions and/or investments in government securities, currencies, derivative products and debt instruments issued by the Argentine Central Bank are governed by the policy that limits the maximum tolerable loss in a given fiscal year.

In order to measure and monitor this source of risk, the VaR model is used, among others. This model determines intra-daily, for Banco Galicia individually, the possible loss that could be generated by the positions in securities, derivative instruments and currencies under certain parameters.

The parameters taken into consideration are as follows:

(i) The VaR model enjoys a measured 95% – 99% degree of accuracy.

(ii) VaR estimates are made for holding periods of one day and “n” days, where “n” is defined as the number of days necessary to settle the position in each security.

(iii) In the case of new issuances, the available trading days are taken into consideration; if there are not enough trading days or if there are no quotations, the volatility of bonds from domestic issuers with similar risk and characteristics is used.

Likewise, the measurement method known as Dollar Value of One Basis Point (“DVO1”) is also applied to measure and monitor the trading of debt instruments issued by the Argentine Central Bank.

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Banco Galicia’s policy requires that the Risk Management and Treasury Divisions agree on the parameters under which the models work and establishes the maximum losses authorized both for securities, foreign-currency, Argentine Central Bank’s debt instruments and derivative products in a fiscal year. Maximum losses were established in:

Securities	Ps.	15.0 million.
Currencies	Ps.	1.0 million.
Interest Rate Derivatives	Ps.	0.5 million.
Lebac / Nobac	Ps.	0.9 million.

Banco Galicia was within policy guidelines.

During 2011, a comprehensive review of the methods to measure and control market risk is planned with the purpose of evaluating the need to adjust the existing models and / or move towards the design of more sophisticated measuring tools.

Stress Test

The policies approved for the respective financial risks, limit exposures taking into account the different risk factors that may come about within certain ranges of occurrence. Extreme, unlikely and high-impact events are not strictly provided for in the policies.

In order to assess the effect of adverse and highly unlikely scenarios regarding the different exposures to which Banco Galicia’s business is subject to, the analysis is supplemented with stress tests. These practices are intended to evaluate the impact of extreme scenarios and allow estimating the loss that the occurrence of any of these events could cause.

The information provided by this tool, not only allows to measure a special market condition but also provides supporting evidence for a possible modification of a current policy or the implementation of corrective measures to tailor Banco Galicia’s risk profile. Also, stress tests are common practice when designing or updating a policy.

In fiscal year 2011, periodic stress tests will be developed and gradually performed on Banco Galicia’s main risk exposures. The implementation of these tests, together with the existing policies, will contribute to an efficient assessment of risk exposures and to their management and mitigation.

Item 12. Description of Securities Other Than Equity Securities

Item 12.D. American Depositary Shares

Fees and Charges Applicable to ADS Holders

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositay collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

Persons depositing or withdrawing shares must pay	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	•   Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property
	•   Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.02 (or less) per ADS	•   Any cash distribution to ADS registered holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	•   Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders

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Persons depositing or withdrawing shares must pay	For:
Registration or transfer fees	•   Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary	•   Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
	•   Converting foreign currency to US Dollars
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes.	•   As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities	•   As necessary

Fees and Direct and Indirect Payments Made by the Depositary to Us

Past Fees and Payments

During 2010, Grupo Financiero Galicia S.A. received a payment of US$350,000 for services rendered in 2009 and US$247,552.76 regarding the same services rendered in 2010, for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile and telephone calls) accounting fees and legal fees.

Future Fees and Payments

The Bank of New York Mellon, as depositary, has agreed to reimburse the Company for expenses they incur that are related to establishment and maintenance expenses of the ADSs program. The depositary has agreed to reimburse the Company for its continuing annual stock exchange listing fees and certain accounting and legal fees. The depositary has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consists of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs or special investor relations promotional activities. There are limits on the amount of expenses for which the depositary will reimburse the Company, but the amount of reimbursement available to the Company is not tied to the amount of fees the depositary collects from investors.

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

We expect to receive a similar reimbursement from the depositary for expenses for the fiscal year 2011, to the one we received for the fiscal year 2010.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures.

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as amended). We performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with or submit to the SEC under the Exchange Act, as amended, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective. Notwithstanding the effectiveness of our disclosure controls and procedures, these disclosure controls and procedures cannot provide absolute assurance of achieving their objectives because of their inherent limitations. Disclosure controls and procedures are processes that involve human diligence and compliance and are subject to error in judgment. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by our disclosure controls and procedures.

(b) Management’s Annual Report on Internal Control Over Financial Reporting.

1) Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us and our consolidated subsidiaries. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with applicable generally accepted accounting principles. Internal controls and procedures are processes that involve human diligence and compliance and are subject to error in judgment. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2) Our management, including our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this annual report. In making this assessment, we used the criteria established in “Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations” of the Treadway Commission, or COSO.

3) Based on our assessment, we and our management have concluded that, as of the end of the period covered by this annual report, our internal control over financial reporting was effective.

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4) Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, has audited as of the end of the period the effectiveness of our internal control over financial reporting as of December 31, 2010, as stated in their report to our financial statements.

(c) See Item 18. “Financial Statements-Report of the Independent Registered Public Accounting Firm as of and for the fiscal years ended December 31, 2010, 2009 and 2008” for our registered public accounting firm’s attestation report on management’s assessment of our internal control over financial reporting.

(d) Changes in Internal Control Over Financial Reporting.

During the period covered by this report, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as amended) that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

Mr. Luis O. Oddone is our Audit Committee financial expert and he is independent as that term is defined under Nasdaq National Market listing requirements.

Item 16B. Code of Ethics

We have adopted a code of ethics (for Grupo Financiero Galicia and its main subsidiaries) in accordance with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We did not modify our code of ethics during fiscal year 2010. In addition, we did not grant any waivers to our code of ethics during fiscal year 2010. In June 2009, we adopted a code of corporate governance good practices in accordance with Argentine legal requirements that received minor modifications in 2010. Our code of ethics and our code of corporate governance good practices are attached hereto as Exhibits 11.1 and 11.2.

Item 16C. Principal Accountants’ Fees and Services

The following table sets forth the total amount billed to us by our independent registered public accounting firm, Price Waterhouse & Co. S.R.L., during the fiscal years ended December 31, 2010 and 2009.

	2010		2009
	(In thousands of Pesos)
Audit Fees		8,018		6,882
Audit Related Fees		1,717		1,648
Tax Fees		981		891
All Other Fees		919		964
Total		11,635		10,385

Audit Fees

Audit fees are mainly the fees billed in relation with professional services for auditing our consolidated financial statements under local and U.S. GAAP requirements for fiscal years 2010 and 2009.

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Audit-Related Fees

Audit-related fees are fees billed for professional services related to attestation, review and verification services with respect to our financial information and the provision of services in connection with special reports in 2010 and 2009.

Tax Fees

Tax fees are fees billed with respect to tax compliance and advisory services related to tax liabilities.

All Other Fees

All other fees include fees paid for professional services other than the services reported above under “audit fees”, “audit related fees” and “tax fees” in each of the fiscal periods above.

Audit Committee Pre-approval

Our audit committee is required to pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm. Since 2004, our Audit Committee has reviewed and approved audit and non-audit services fees proposed by our independent auditors.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

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PART III

Item 17. Financial Statements

Not applicable.

Item 18. Financial Statements

Report of the Independent Registered Public Accounting Firm as of and for the fiscal years ended December 31, 2010, 2009 and 2008.

Consolidated Balance Sheets as of December 31, 2010 and 2009.

Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008.

Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008.

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2010, 2009 and 2008.

Notes to the Consolidated Financial Statements.

You can find our audited consolidated financial statements on pages F-1 to F-105 of this annual report.

Item 19. Exhibits

Exhibit		Description
	1.1	Unofficial English language translation of the Bylaws (estatutos sociales).****
	2.1	Form of Deposit Agreement between The Bank of New York and the registrant, including the form of American Depositary Receipt.*
	2.2	Indenture, dated as of May 18, 2004, among Banco Galicia, The Bank of New York and Banco Rio de la Plata S.A.**
	2.3	Indenture, dated as of June 4, 2009, among Grupo Financiero Galicia, The Bank of New York Mellon, Banco de Valores S.A. and The Bank of New York (Luxembourg) S.A.*******
	2.4	Indenture, dated as of June 8, 2010, among Grupo Financiero Galicia, The Bank of New York Mellon, Banco de Valores S.A. and The Bank of New York Mellon (Luxembourg) S.A.********
	2.5	Indenture, dated as of May 4, 2011, among Banco de Galicia y Buenos Aires S.A., The Bank of New York Mellon, Banco de Valores S.A. and The Bank of New York Mellon (Luxembourg) S.A.
	2.6	Indenture, dated as of January 28, 2011, among Tarjeta Naranja S.A., The Bank of New York Mellon, Banco de Valores S.A. and The Bank of New York Mellon (Luxembourg) S.A.
	4.1	English translation of form of Financial Trust Contract, dated April 16, 2002, among Banco Galicia, Banco Provincia de Buenos Aires and BAPRO Mandatos y Negocios S.A.***
	4.2	Form of Restructured Loan Facility (as evidenced by the Note Purchase Agreement, dated as of April 27, 2004, among Banco de Galicia y Buenos Aires S.A., Barclays Bank PLC, the holders party thereto and Deutsche Bank Trust Company Americas).**

-204-

Exhibit		Description
	4.3	Form of First Amendment and Waiver to Restructured Loan Facility (as evidenced by the First Amendment and Waiver to the Note Purchase Agreement, dated as of December 20, 2004, among Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust Company Americas).****
	4.4	Form of Second Amendment to Restructured Loan Facility (as evidenced by the Second Amendment to the Note Purchase Agreement, dated as of August 25, 2006, among Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust Company Americas).*****
	4.5	Form of Third Amendment to Restructured Loan Facility (as evidenced by the Third Amendment to the Note Purchase Agreement, dated as of December 28, 2007, among Banco de Galicia y Buenos Aires S.A., the holders party thereto and Deutsche Bank Trust Company Americas).******
	4.6	Loan Agreement, dated as of July 24, 2007, between Grupo Financiero Galicia S.A. and Merrill Lynch International.******
	4.7	Stock Purchase Agreement, dated as of June 1, 2009, among American International Group Inc., AIG Consumer Finance Group, Inc. and Banco de Galicia y Buenos Aires S.A., and the other parties signatory thereto.********
	4.8	Loan Agreement, dated as of September 8, 2010, between Banco de Galicia y Buenos Aires S.A. and International Finance Corporation.
	4.9	Loan Agreement, dated as of December 17, 2010, between Banco de Galicia y Buenos Aires S.A. and Netherlands Financierings-Moatschappy Voor Ont Wikkelingslanden N.V.
	4.10	Loan Agreement, dated as of February 15, 2011, between Banco de Galicia y Buenos Aires S.A. and Inter-American Development Bank.
8.1		For a list of our subsidiaries as of the end of the fiscal year covered by this annual report, please see Item 4. “Information on the Company-Organizational Structure”.
	11.1	Code of Ethics.*******
	11.2	Code of Corporate Governance Good Practices.
	12.1	Certification of the principal executive officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	12.2	Certification of the principal financial officer required under Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	13.1	Certification of the principal executive officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	13.2	Certification of the principal financial officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Incorporated by reference from our Registration Statement on Form F-4 (333-11960).
**	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2003.
***	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2002.
****	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2004.
*****	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2006.
******	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2007.
*******	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2008.
********	Incorporated by reference from our Annual Report on Form 20-F for the year ended December 31, 2009.

-205-

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

GRUPO FINANCIERO GALICIA S.A.
By:	/s/ Pedro Alberto Richards
	Name:	Pedro Alberto Richards
	Title:	Chief Executive Officer
By:	/s/ José Luis Gentile
	Name:	José Luis Gentile
	Title:	Chief Financial Officer

Date: June 29, 2011

-206-

GRUPO FINANCIERO GALICIA S.A. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of the Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2010 and 2009		F-3
Consolidated Statements of Income for the fiscal years ended December 31, 2010, 2009 and 2008		F-6
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2010, 2009 and 2008		F-8
Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended December 31, 2010, 2009 and 2008		F-10
Notes to the Consolidated Financial Statements		F-11

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Grupo Financiero Galicia S.A.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, change in shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Grupo Financiero Galicia S.A. and its subsidiaries (the “Company”) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting rules prescribed by the Banco Central de la República Argentina (the “BCRA”). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Control Over Financial Reporting appearing in Item 15. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Accounting rules prescribed by the BCRA vary in certain significant respects from accounting principles generally accepted in Argentina for enterprises in general and from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Notes 33 and 35 to the consolidated financial statements, respectively.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Price Waterhouse & Co. S.R.L.

Buenos Aires, Argentina
February 17, 2011, except for notes 27, 31, 34 and 35 as to which the date is June 29, 2011.

F-2

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Balance Sheets
As of December 31, 2010 and 2009
(Expressed in thousands of Argentine pesos)

	December 31,
	2010			2009
ASSETS
A. Cash and due from banks
Cash		1,489,374			1,379,888
Financial institutions and correspondents		4,156,197			2,316,421
Argentine Central Bank		3,932,281			2,066,792
Other local financial institutions		14,607			6,783
Foreign		209,309			242,846
	Ps.	5,645,571		Ps.	3,696,309
B. Government and corporate securities
Holdings of investment account securities		133,756			—
Holdings of securities in special investment account		—			43,350
Holdings of trading securities		68,231			114,186
Government securities from repo transactions with the Argentine Central Bank		—			152,650
Government securities without quotation		—			1,981,972
Securities issued by the Argentine Central Bank		2,065,723			1,615,078
Investments in quoted corporate securities		10,302			13,171
	Ps.	2,278,012		Ps.	3,920,407
C. Loans
To the non-financial public sector		24,565			25,416
To the financial sector		80,633			25,352
Interbank loans — (call money loans granted)		32,500			25,300
Other loans to domestic financial institutions		47,968			24
Accrued interest, adjustments and exchange rate differences receivable		165			28
To the non-financial private sector and residents abroad		22,287,056			14,233,579
Overdrafts		977,890			630,068
Promissory notes		4,534,326			3,205,433
Mortgage loans		950,237			964,291
Pledge loans		119,175			64,819
Personal loans		4,093,559			1,724,413
Credit card loans		9,120,092			5,691,335
Other		2,297,507			1,828,591
Accrued interest, adjustments and quotation differences receivable		277,070			178,837
Documented interest		(81,804	)		(54,185	)
Unallocated collections		(996	)		(23	)
Allowances		(1,038,473	)		(806,446	)
	Ps.	21,353,781		Ps.	13,477,901
D. Other receivables resulting from financial brokerage
Argentine Central Bank		402,386			493,129
Amounts receivable for spot and forward sales to be settled		237,333			23,650
Securities receivable under spot and forward purchases to be settled		914,124			681,148
Negotiable obligations without quotation		99,237			38,979
Balances from forward transactions without delivery of underlying asset to be settled		5,403			1,040
Other		1,799,313			2,127,991
Allowances		(131,806	)		(30,570	)
	Ps.	3,325,990		Ps.	3,335,367

The accompanying Notes are an integral part of these consolidated financial statements

F-3

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Balance Sheets — Continued
As of December 31, 2010 and 2009
(Expressed in thousands of Argentine pesos)

	December 31,
	2010			2009
ASSETS (Continued)
E. Assets under financial leases
Assets under financial leases		426,626			362,298
Interest and adjustments		6,923			7,989
Allowances		(5,469	)		(6,070	)
	Ps.	428,080		Ps.	364,217
F. Equity investments
In financial institutions		1,971			1,882
Other		64,140			57,973
Allowances		(13,263	)		(5,960	)
	Ps.	52,848		Ps.	53,895
G. Miscellaneous receivables
Receivables for assets sold		35,403			34,106
Tax on minimum presumed income — Tax credit		395,738			328,619
Other		677,151			820,875
Accrued interest on receivables for assets sold		135			124
Other accrued interest and adjustments receivable		159			109
Allowances		(26,025	)		(28,655	)
	Ps.	1,082,561		Ps.	1,155,178
H. Bank premises and equipment	Ps.	948,067		Ps.	898,321
I. Miscellaneous assets	Ps.	81,403		Ps.	63,841
J. Intangible assets
Goodwill		23,467			26,346
Organization and development expenses		430,648			545,978
	Ps.	454,115		Ps.	572,324
K. Unallocated items		4,844			27,239
L. Other Assets		52,791			37,367
Total Assets	Ps.	35,708,063		Ps.	27,602,366

The accompanying Notes are an integral part of these consolidated financial statements

F-4

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Balance Sheets — Continued
As of December 31, 2010 and 2009
(Expressed in thousands of Argentine pesos)

	December 31,
	2010		2009
LIABILITIES AND SHAREHOLDERS’ EQUITY
M. Deposits
Non-financial public sector	Ps.	874,201	Ps.	1,377,236
Financial sector		9,934		228,480
Non-financial private sector and residents abroad		21,338,629		15,433,650
Current accounts		5,466,532		3,631,399
Saving accounts		6,356,877		4,765,626
Time deposits		8,975,889		6,727,792
Investment accounts		156,935		109
Other		306,139		248,247
Accrued interest and quotation differences payable		76,257		60,477
	Ps.	22,222,764	Ps.	17,039,366
N. Other liabilities resulting from financial brokerage
Argentine Central Bank		2,105		3,215
Other		2,105		3,215
Banks and international entities		646,745		545,022
Unsubordinated negotiable obligations		775,863		1,539,754
Amounts payable for spot and forward purchases to be settled		950,453		618,375
Securities to be delivered under spot and forward sales to be settled		229,684		175,655
Loans from domestic financial institutions		613,197		251,481
Interbank loans (call money loans received)		—		70,000
Other loans from domestic financial institutions		610,022		179,701
Accrued interest payable		3,175		1,780
Balances from forward transactions without delivery of underlying asset to be settled		11,085		8,060
Other		4,358,049		2,934,951
Accrued interest and quotation differences payable		20,890		42,924
	Ps.	7,608,071	Ps.	6,119,437
O. Miscellaneous liabilities
Dividends payable		20,000		17,000
Directors’ and Syndics’ fees		9,672		7,071
Other		879,957		554,628
Adjustments and accrued interests		3		—
	Ps.	909,632	Ps.	578,699
P. Provisions		698,244		255,922
Q. Subordinated negotiable obligations		1,253,027		1,137,447
R. Unallocated items		24,456		7,393
S. Other Liabilities		140,158		122,994
T. Non-controlling interests		382,211		288,569
Total Liabilities	Ps.	33,238,563	Ps.	25,549,827
SHAREHOLDERS’ EQUITY		2,469,500		2,052,539
Total Liabilities and Shareholders’ Equity	Ps.	35,708,063	Ps.	27,602,366

The accompanying Notes are an integral part of these consolidated financial statements

F-5

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Income
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010		2009		2008
A. Financial income
Interest on cash and due from banks	Ps.	746	Ps.	638	Ps.	8,765
Interest on loans granted to the financial sector		8,542		4,819		3,896
Interest on overdrafts		186,443		191,791		182,804
Interest on promissory notes		498,436		400,898		440,490
Interest on mortgage loans		103,888		118,474		126,543
Interest on pledge loans		11,535		11,305		14,998
Interest on credit card loans		1,143,592		837,484		656,477
Interest on financial leases		63,749		82,458		82,166
Interest on other loans		981,709		436,759		317,501
Interest on other receivables resulting from financial brokerage		15,438		23,255		33,994
Net income from government and corporate securities		409,165		559,099		238,098
Income from secured loans — Decree No. 1387/01		3,608		11,460		59,851
Consumer price index adjustment (CER)		5,331		24,429		123,948
Exchange rate differences on foreign currency		76,296		127,454		77,898
Other		107,648		175,314		191,922
	Ps.	3,616,126	Ps.	3,005,637	Ps.	2,559,351
B. Financial expenses
Interest on current account deposits		5,476		12,852		21,641
Interest on savings account deposits		5,442		3,722		3,446
Interest on time deposits		748,205		858,468		757,699
Interest on interbank loans received (call money loans)		6,158		3,702		5,696
Interest on financing from the financial sector		6,525		1,276		774
Interest on other liabilities resulting from financial brokerage		165,604		231,972		297,026
Interest on subordinated obligations		137,788		125,343		101,424
Other interest		6,367		2,882		3,313
Consumer price index adjustment		59		345		9,249
Contributions made to Deposit Insurance Fund		31,839		26,030		23,555
Other		299,218		193,867		197,196
	Ps.	1,412,681	Ps.	1,460,459	Ps.	1,421,019
C. Gross brokerage margin		2,203,445		1,545,178		1,138,332
Loan loss provisions		551,524		639,505		395,389
D. Income from services
In relation to lending transactions		660,987		456,466		379,752
In relation to borrowing transactions		543,309		440,633		370,181
Other commissions		42,152		26,781		22,415
Other		1,268,486		902,903		799,800
	Ps.	2,514,934	Ps.	1,826,783	Ps.	1,572,148
E. Expenses for services
Commissions		291,701		197,714		164,780
Other		441,356		318,149		219,500
	Ps.	733,057	Ps.	515,863	Ps.	384,280

The accompanying Notes are an integral part of these consolidated financial statements

F-6

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Income — Continued
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010			2009			2008
F. Administrative expenses
Personnel expenses		1,602,711			1,119,084			966,213
Directors’ and syndics’ fees		11,402			8,563			8,153
Other fees		99,702			70,144			56,938
Advertising and publicity		189,596			127,836			146,496
Taxes		190,722			139,327			103,998
Depreciation of bank premises and equipment		76,899			73,904			61,910
Amortization of organization expenses		63,132			45,908			37,950
Other operating expenses		373,641			280,104			249,219
Other		237,509			164,259			150,201
	Ps.	2,845,314		Ps.	2,029,129		Ps.	1,781,078
Net Income from financial brokerage	Ps.	588,484		Ps.	187,464		Ps.	149,733
G. Non-controlling interests result	Ps.	(104,333	)	Ps.	(46,512	)	Ps.	(35,812	)
H. Miscellaneous income
Net lncome from equity investments		62,054			11,347			56,764
Default interests		56,193			37,243			4,429
Loans recovered and allowances reversed		154,328			48,347			103,992
Other		474,262			502,346			333,646
Consumer price index adjustment (CER)		45			78			28
	Ps.	746,882		Ps.	599,361		Ps.	498,859
I. Miscellaneous losses
Default interests and charges in favor of the Argentine Central Bank		58			72			17
Loan loss provisions for miscellaneous receivables and other provisions		102,387			109,296			161,703
Amortization of differences arising from court resolutions		280,946			109,310			39,545
Depreciation and losses from miscellaneous assets		1,347			1,708			1,405
Amortization of goodwill		11,330			11,457			20,462
Other		167,832			123,168			138,784
Consumer price index adjustment		41			35			31
	Ps.	563,941		Ps.	355,046		Ps.	361,947
Net Income before tax		667,092			385,267			250,833
J. Income tax	Ps.	258,191		Ps.	155,992		Ps.	74,014
Net Income for the fiscal year	Ps.	408,901		Ps.	229,275		Ps.	176,819
Net Income per common share (basic and assuming full dilution) in Argentine Pesos		0.329			0.185			0.142

The accompanying Notes are an integral part of these consolidated financial statements

F-7

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Cash Flows
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010			2009			2008
Cash Flow from operating activities:
Net Income for the year	Ps.	408,901		Ps.	229,275		Ps.	176,819
Adjustments to reconcile net income to net cash from operating activities:
Depreciation of bank premises and equipment and miscellaneous assets		77,824			74,856			63,309
Amortization of intangible assets		355,408			166,675			97,957
Increase in allowances for loan and other losses, net of reversals		346,657			487,636			335,658
Equity gain of unconsolidated subsidiaries		(62,054	)		(11,347	)		(56,764	)
Gain on sale of premises and equipment		(5,184	)		(13,997	)		(695	)
Consumer price index adjustment (CER/CVS)		14,977			6,482			(113,226	)
Unrealized foreign exchange loss		(270,210	)		(420,052	)		(229,426	)
Decrease in government securities		327,802			1,120,852			802,604
Increase in other assets		(98,009	)		(37,908	)		(122,938	)
Decrease in other liabilities		(223,912	)		(137,712	)		(101,284	)
Net cash provided by operating activities	Ps.	872,200		Ps.	1,464,760		Ps.	852,014
Cash Flow from investing activities:
Payment for the CFA acquisitions net of cash acquired		(221,729	)		—			—
(Increase) / Decrease in loans, net		(4,539,425	)		(1,185,582	)		1,501,309
Decrease of available for sales securities		2,376,489			—			36,548
Sales of investments in other companies		846			—			10,421
Increase in equity investments in other companies		—			(7,231	)		(5,063	)
Increase in deposits at the Argentine Central Bank		(62,431	)		(72,188	)		(76,838	)
Additions to bank premises and equipment, miscellaneous, and intangible assets		(391,080	)		(282,553	)		(403,085	)
Proceeds from sales of premises and equipment		24,190			21,551			30,337
Net cash (used in) / provided by investing activities	Ps.	(2,813,140	)	Ps.	(1,526,003	)	Ps.	1,093,629
Cash Flow from financing activities:
Cash dividends paid to Non-controlling interests		(10,877	)		(10,728	)		(1,404	)
Increase / (Decrease) in deposits, net		4,180,854			1,838,725			(57,029	)
Borrowings under credit facilities — long-term		460,280			197,677			269,498
Payments on credit facilities — long-term		(1,452,817	)		(778,594	)		(743,476	)
Increase / (Decrease) in short-term borrowings, net		456,209			(319,911	)		(156,579	)
Increase / (Decrease) in repurchase agreements		210,987			(409,314	)		(376,645	)
Net cash used in financing activities	Ps.	3,844,636		Ps.	517,855		Ps.	(1,065,635	)

The accompanying Notes are an integral part of these consolidated financial statements

F-8

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Cash Flows — Continued
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010		2009		2008
Increase in cash and cash equivalents, net	Ps.	1,903,696	Ps.	456,612	Ps.	880,008
Cash and cash equivalents at the beginning of the year		5,428,730		4,795,383		3,766,207
Effect of exchange rate changes on cash and cash equivalents		111,091		176,735		149,168
Cash and cash equivalents at the end of the year	Ps.	7,443,517	Ps.	5,428,730	Ps.	4,795,383
Supplemental disclosures relative to cash flows:
Interest paid	Ps.	1,084,707	Ps.	1,285,145	Ps.	1,227,389
Income tax paid	Ps.	98,278	Ps.	124,653	Ps.	64,914
Minimum Presumed Income Tax (*)	Ps.	52,947	Ps.	35,501	Ps.	19,767
Non-Cash Investing and financing activities
Trust Interest	Ps.	—	Ps.	40,998	Ps.	159,376
Asset’s Exchange Transactions	Ps.	—	Ps.	1,333,647	Ps.	—

^(*) The MPIT is calculated based on assets and can be credited against future income tax.

The accompanying Notes are an integral part of these consolidated financial statements

F-9

Grupo Financiero Galicia S.A. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

					Inflation
					adjustments to							(Accumulated
					Capital Stock							deficit) /			Total
	Capital		Paid in		and Paid in		Profit reserves					Retained			Shareholders’
	Stock		Capital		Capital		Legal		Other			earnings			Equity
Balance at December 31, 2007	Ps.	1,241,407	Ps.	606	Ps.	278,131	Ps.	34,855	Ps.	53,469		Ps.	46,037		Ps.	1,654,505
Distribution of retained earnings by the shareholders’ meeting on April 29, 2008
Legal Reserve		—		—		—		2,302					(2,302	)		—
Discretionary Reserve		—		—		—		—		43,735			(43,735	)		—
Valuation Differences								—		14,421			—			14,421
Net Income for the year		—		—		—		—		—			176,819			176,819
Balance at December 31, 2008	Ps.	1,241,407	Ps.	606	Ps.	278,131	Ps.	37,157	Ps.	111,625			176,819			1,845,745
Distribution of retained earnings by the shareholders’ meeting on April 28, 2009
Legal Reserve		—		—		—		8,841					(8,841	)		—
Discretionary Reserve		—		—		—		—		167,978			(167,978	)		—
Valuation Differences								—		(22,481	)		—			(22,481	)
Net Income for the year		—		—		—		—					229,275			229,275
Balance at December 31, 2009	Ps.	1,241,407	Ps.	606	Ps.	278,131	Ps.	45,998	Ps.	257,122			229,275			2,052,539
Distribution of retained earnings by the shareholders’ meeting on April 14, 2010
Legal Reserve		—		—		—		11,464					(11,464	)		—
Discretionary Reserve		—		—		—		—		217,811			(217,811	)		—
Valuation Differences								—		8,060			—			8,060
Net Income for the year		—		—		—		—		—			408,901			408,901
Balance at December 31, 2010	Ps.	1,241,407	Ps.	606	Ps.	278,131	Ps.	57,462	Ps.	482,993			408,901			2,469,500

The accompanying Notes are an integral part of these consolidated financial statements

F-10

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

1. Basis of Presentation.

Grupo Financiero Galicia S.A. (“Grupo Galicia”, the “Company” or the “Group”) is a corporation that is organized under the laws of Argentina and acts as a holding company for Banco de Galicia y Buenos Aires S.A. and its subsidiaries (“Banco Galicia” or the “Bank”). Grupo Galicia was formed by the controlling shareholders of the Bank on September 14, 1999 to consummate an exchange of shares with the shareholders of Banco Galicia and establish Grupo Galicia as the Bank’s holding company. Grupo Galicia was formed with two classes of shares: Class A shares, which are entitled to 5 votes per share, and Class B shares, which are entitled to 1 vote per share. To effect the exchange, Grupo Galicia offered to exchange Grupo Galicia class B shares for all outstanding Banco Galicia class B shares on a 2.5-for-1 basis and to exchange Grupo Galicia ADSs for all outstanding Banco Galicia ADSs on a 1-for-1 basis. The controlling shareholders retained all of the class A shares. As a result of the exchange, which was consummated on July 26, 2000, the Company became holder of 93.23% of the Bank’s capital stock, and the remaining 6.77% remained as a Non-controlling interest in the Bank. At December 31, 2010 and 2009, the Company’s interest in Banco Galicia as a result of open market purchases was 94.84074% and 94.70505% respectively.

Banco Galicia is a private-sector commercial bank organized under the laws of Argentina which provides general banking services, through its branches, to corporate and retail customers.

As mentioned in note 32, on June 30, 2010 the Bank purchased the 95% of the shares belonging to the following companies: Compañía Financiera Argentina S.A., Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.) and, Tarjetas Regionales S.A. purchased the remaining 5% of the shares belonging to said companies.

Grupo Galicia’s consolidated financial statements as of December 31, 2010 and 2009 include the assets, liabilities and results of the controlled companies detailed below. The percentages directly or indirectly held in those companies’ capital stock are as follows:

	December 31,
Issuing Company	2010			2009
Grupo Financiero Galicia S.A.
Galval Agente de Valores S.A.		100.00	%		100.00	%
GV Mandataria de Valores S.A.		100.00	%		100.00	%
Net Investment S.A.		99,36	%		99.34	%
Galicia Warrants S.A.		99.36	%		99.34	%
Sudamericana Holding S.A.		99.36	%		99.34	%
Banco de Galicia y Buenos Aires S.A.		94.84	%		94.71	%
Banco Galicia Uruguay S.A. (In Liquidation)		94.84	%		94.71	%
Tarjetas Regionales S.A.		94.84	%		94.71	%
Galicia Administradora de Fondos S.A.Sociedad Gerente de Fondos Comunes de Inversión		94.84	%		94.71	%
Galicia (Cayman) Ltd.		94.84	%		94.71	%
Tarjetas del Mar S.A.		94.84	%		94.70	%
Compañía Financiera Argentina S.A.		94.84	%		—
Cobranzas y Servicios S.A.		94.84	%		—
Procesadora Regional S.A.		94.84	%		—
Galicia Valores S.A. Sociedad de Bolsa		94.83	%		94.70	%
Tarjeta Naranja S.A.		75.87	%		75.76	%
Cobranzas Regionales S.A.		73.54	%		73.43	%
Tarjetas Cuyanas S.A.		56.90	%		56.82	%
Tarjeta Naranja Dominicana S.A.		37.94	%		37.88	%
Galicia Factoring y Leasing S.A. ( In Liquidation )		—			94.69	%

F-11

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The financial statements of the controlled companies were adapted to the accounting and disclosure standards set by the Argentine Central Bank and cover the same period as that of the financial statements of the Group.

Intercompany transactions have been eliminated for the purposes of these statements.

2. Significant Accounting Policies.

The accounting policies and financial statements presentation conform to the rules of the Argentine Central Bank which prescribes the generally accepted accounting principles for all banks in Argentina (the “Argentine Banking GAAP”). This differs in certain significant respects from generally accepted accounting principles in Argentina applicable to enterprises in general (“Argentine GAAP”) (see Note 33) and from generally accepted accounting principles in the United States of America (“U.S. GAAP”). (see Note 35 ).

Certain required disclosures have not been presented herein since they are not material to the accompanying financial statements. In addition, certain presentations and disclosures, including the statements of cash flows, have been included in the accompanying financial statements to comply with the Securities and Exchange Commission’s regulations for foreign registrants.

Certain reclassifications of prior years information have been made to conform to current year presentation.

Such reclassifications do not have a significant impact on the Group’s financial statements.

The following is a summary of significant policies followed by the Group in the preparation of the consolidated financial statements.

2.1 Presentation of Financial Statements in Constant Argentine Pesos.

Effective September 1, 1995, pursuant to Decree No. 316/95, the Bank discontinued its prior practice of adjusting the financial statements for inflation. Effective January 1, 2002, however, as a result of the application of Argentine Central Bank, National Securities Commission (“CNV”) and Argentine Federation of Professional Councils in Economic Sciences “FACPCE” rules, the Group re-applied the application of the adjustment for inflation.

In 2002, Argentina experienced a high rate of inflation. The wholesale Price Index “WPI” increased approximately 118.44% in 2002.

Primarily as a result of the stabilization of the WPI during the first half of 2003, the Argentine government, the Argentine Central Bank and the CNV eliminated the requirement that financial statements be prepared in constant currency.

F-12

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

2.2 Foreign Currency.

Foreign currency is stated at the U.S. dollar rate of exchange set by the Argentine Central Bank, prevailing at the close of operations on the last business day of each year.

Assets and liabilities valued in foreign currencies other than the U.S. dollar are converted into U.S. dollars using the year end exchange rates issued by the Argentine Central Bank.

For financial reporting purposes, these assets and liabilities are then translated into pesos at the year end U.S. dollar to Argentine peso exchange rate.

2.3 Government and Corporate Securities.

Government securities mainly represent obligations of the Argentine government. Corporate securities included in this caption consist of listed corporate equity securities, mutual funds and listed debt securities.

Realized and unrealized gains and losses on sales and interest income on government and corporate securities are included as “Net Income from government and corporate securities” in the accompanying statements of income.

Valuation of Government Securities under Argentine Banking GAAP

The Argentine Central Bank established the categories in which banks classify Argentine government securities listed on local or foreign markets and the accounting valuation for the securities in each of these categories. According to the categories established by the Argentine Central Bank, the Group recorded in their securities under the following captions:

a) Holdings of investment account securities:

Includes Peso denominated Bond issued by the Argentine government at Badlar rate due 2015 (Bonar 2015).

As of December 31, 2010, these holdings have been valued at their acquisition cost increased on an exponential basis according to their internal rate of return (I.R.R.) The same criterion was applied to holdings of such bonds used in reverse repo transactions. Had these securities been valued at market price, Shareholders’ Equity would have been increased by Ps.84,496 as of December 31, 2010.

b) Holdings of securities in special investment accounts:

During this fiscal year, the position of these securities, has been realized.

As of December 31, 2009, these holdings have been valued pursuant to the provisions of the Argentine Central Bank at its cost increased on an exponentially basis according to their I.R.R..

The same criterion was applied to holdings of such bonds used in repurchase agreement transactions recorded under “Other Receivables Resulting from Financial Brokerage” and “Miscellaneous Receivables.”

c) Holding of Trading Securities:

These securities are recorded at fair value, and any difference between book value and their fair value is recognized as a gain or loss in the income statement.

d) Government Securities without quotation:

These holdings include the following securities:

i) National Government Bonds in U.S. dollars Libor due 2012 — Compensatory and Hedge Bonds (Boden 2012): during 2010, the position of these bonds, has been realized, which as of the beginning of the fiscal year amounted to Ps.1,731,089.

F-13

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of December 31, 2009 these Bonds have been valued at their “technical value” (face value plus accrued interest and less capital amortization according to the contractual terms of the instrument). The same criterion was applied to holdings of such bonds used in repo transactions recorded under “Other Receivables Resulting from Financial Brokerage” and “Miscellaneous Receivables”.

ii) Discount Bonds and GDP-Linked Negotiable Securities: During 2010, the position of these bonds, has been realized, which as of the beginning of the fiscal year amounted to Ps. 621,983.

As of December 31, 2009, the securities were recorded at the lowest of the total future nominal cash payments up to maturity, specified by the terms and conditions of the new securities and the carrying value of the securities tendered as of March 17, 2005. Said amount was net of charged financial services.

iii) Peso-denominated Bonds issued by the Argentine Nation at Badlar rate due 2015 (Bonar 2015 Bonds):

As of December 31, 2009, these bonds have been valued at their acquisition cost increased according to the accrual of their internal rate of return (IRR). At December 31, 2010 and 2009 the book value of these investments amounted to Ps.642,147 and Ps.358,984 respectively. The fair value of such investments amounted to Ps.726,643 and to Ps.676,580 at December 31, 2010 and 2009 respectively. In January 2010, face value of Ps.627,178 were reclassified to investment accounts.

During this fiscal year, the position of these securities has been realized.

e) Securities issued by the Argentine Central Bank:

i) Listed Securities: These are recorded at marked to market, and any difference between book value and their fair value is recognized as a gain or loss in the income statement.

ii) Unlisted Securities: Holdings of unlisted securities were valued at their acquisition cost increased on an exponential basis according to their internal rate of return, with gain and losses were recorded in the income statement.

f) Investment in quoted corporate securities

These securities are recorded at fair value, and any difference between book value and their fair value is recognized as a gain or loss in the income statement.

2.4 Financial Trust Debt Securities and Certificates of Participation.

The debt securities were incorporated and recorded at their face value; the remaining holdings were recorded according to their internal rate of return. Certificates of participation are accounted for under the equity method.

2.5 Interest Income (Expense) Recognition.

For loans and deposits, interest is recognized on a compounded basis, which provides for an increasing effective rate over the life of the loan or deposit.

The Bank suspends the accrual of interest generally when the related loan is past due and the collection of interest and principal is in doubt. The suspension of interest corresponds to the loans classified as “with problems” and “deficient performance” or below, under the Argentine Central Bank’s classification rules. Accrued interest remains on the Bank’s books and is considered to be part of the loan balance when determining the allowance for loan losses. Regarding impaired loans, interest is recognized on a cash basis after reducing the balance of accrued interest, if applicable.

F-14

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Reference Stabilization Index (“CER”) is accrued in all lending and borrowing transactions originally carried out in foreign currency prior to the pesification process.

2.6 Allowances for Loan Losses.

The Bank provides for estimated future possible losses on loans and the related accrued interest through the establishment of an allowance for loan losses. The allowance charged to expense is determined by management based upon loan classification, actual loss experience, current and expected economic conditions, delinquency aging, and an evaluation of potential losses in the current loan portfolio. Specific attention is given to loans with evidence that may negatively affect the Group’s ability to recover the loan and accrued interest.

2.7 Provisions for Contingencies.

The Group has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings, including those involving labor and other matters. The Group accrues liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Group’s estimates of the outcomes of these matters and the Group’s lawyers’ experience in responding, litigating and settling other matters. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs, which could have a material effect on the Group’s future results of income and financial condition or liquidity.

2.8 Equity Investments.

Equity Investments include equity investments in companies where a non-controlling interest is held.

Under Argentine Banking GAAP, the equity method is used to account for investments, considering the recoverable amount of those investments, where a significant influence in the corporate decision making process exists. Significant influence is considered to be present if one of the following applies:

• Ownership of a portion of a related company’s capital granting the voting power necessary to influence the approval of such company’s financial statements and profits distribution.

• Representation in the related company’s board of directors or corporate governance body.

• Participation in the definition of the related company’s policies.

• Existence of significant transactions between the company holding the interest and the related company (for example, when the former is the latter’s only supplier or by far its most important client).

• Interchange of senior officers among companies.

• Technical dependence of one of the companies on the other.

Equity investments in companies where corporate decisions are not influenced, in terms of the criteria listed above, are accounted for, considering the recoverable amount of those investments, at the lower of cost or equity method.

F-15

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

2.9 Bank Premises and Equipment and Miscellaneous Assets.

Bank premises and equipment and miscellaneous assets are valued at cost adjusted for inflation (as described in Note 2.1), less accumulated depreciation.

Construction in progress is carried at cost adjusted for inflation (as described in Note 2.1).

Financial leases that mainly transfer risks and benefits inherent to the leased property are registered at the beginning of the lease either by the cash value of the leased property or the present value of cash flows established in the financial lease, whichever is the lowest.

Accumulated depreciation is computed under the straight-line method at rates over the estimated useful lives of the assets, which generally are estimated to be 50 years for properties, 10 years for furniture and fixtures, and 5 years for others. Leasehold improvements are depreciated using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.

The cost of maintenance and repairs is charged to expense as incurred. The cost of significant renewals and improvements is added to the carrying amount of the respective fixed assets. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statement of income.

2.10 Intangible Assets.

Intangible assets are valued at cost adjusted for inflation (as described in Note 2.1) and are amortized on a straight-line basis over 120 months for goodwill and over a range of 60 months for organization and development costs. Under Argentine Banking GAAP, goodwill is no longer recognized as an asset when it is estimated that amounts of future income will not be sufficient to absorb the amortization of goodwill or when there are other reasons to presume that the amount of an investment made, will not be recovered in full.

Effective March 2003, the Argentine Central Bank established that the difference resulting from compliance with court decisions made in lawsuits filed challenging the current regulations applicable to deposits with the financial system, within the framework of the provisions of Law No. 25,561, Decree No. 214/02 and supplementary regulations, must also be recorded under this caption. Such difference must be amortized in a maximum of 60 equal monthly and consecutive installments as of April 2003.

As of December 31, 2009 the bank recorded assets for Ps.259,053. During 2010, the Group amortized such assets and certain legal claims recognized during this fiscal year.

As of December 31, 2010 there are not pending claims to be amortized.

The Bank carried out the abovementioned amortization for the purposes of complying with the provisions set forth by the Argentine Central Bank only. However, the Bank has repeatedly reserved its right to make claims in view of the negative effect caused on its financial condition by the reimbursement of deposits originally in U.S. dollars pursuant to court orders, which exceeded the amount established in the aforementioned regulation. On November 30, 2003, the bank formally requested the National Executive Branch, with a copy to the Ministry of Economy (“MECON”) and to the Argentine Central Bank, the payment of due compensation for the losses incurred that were generated by the “asymmetric pesification” and especially for the negative effect on its financial condition caused by court resolutions.

F-16

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

2.11 Shareholders’ Equity.

Shareholders’ Equity accounts have been adjusted for inflation following the procedure described in Note 2.1, except for the “Capital Stock” and “Paid-in Capital” accounts, which have been stated at their original values. The adjustment of these accounts was allocated to the “Inflation adjustments to capital stock and paid-in capital” account.

2.12 Minimum Presumed Income Tax and Income Tax.

Effective 1998, a Minimum Presumed Income Tax (“MPIT”) was established as a complementary component of income tax obligations. MPIT is a minimum taxation, which assesses at the tax rate of 1% of certain assets. Ultimately, the tax obligation will be the higher of MPIT or income tax. For financial entities, the taxable basis is 20% of their computable assets. If in a fiscal year, the MPIT obligation exceeds the income tax liability, the surplus will be available as a credit against future income tax.

The Bank has recognized the MPIT amount paid in the year and the accumulated amount paid in prior years as an asset for future tax deductions.

Based on the provisions set forth by the Argentine Central Bank, the Group recorded an asset related to the MPIT amounting to Ps.395,738 and Ps.328,619, as of December 31, 2010 and 2009, respectively.

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and therefore income taxes for Banco Galicia are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicia’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-bank subsidiaries had recognized a deferred tax asset as of December 31, 2010 and 2009.

2.13 Statements of Cash Flows.

The consolidated statements of cash flows were prepared using the measurement methods prescribed by the Argentine Central Bank and in accordance with the presentation requirements of Statement of Cash Flows (“ASC 230-10”).

Cash and cash equivalents include cash and due from banks and highly liquid investments with an original maturity of less than three months.

2.14 Use of Estimates.

The preparation of financial statements in conformity with Argentine Banking GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

3. Restricted Assets.

3.1 Pursuant to Argentine Central Bank regulations, Banco Galicia must maintain a monthly average liquidity level. Computable assets for complying with the minimum cash requirement are cash and the checking accounts opened at the Argentine Central Bank.

F-17

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The minimum cash requirement at the end of each fiscal year was as follows (as measured in average daily balances):

	December 31,
	2010		2009
Peso balances	Ps.	2,841,388	Ps.	1,985,771
Foreign currency balances		1,903,774		1,715,157

3.2 Certain of the Group’s other assets are pledged or restricted from use under various agreements. The following assets were restricted at each balance sheet date:

	December 31,
	2010		2009
Funds and securities pledged under various arrangements	Ps.	943,830	Ps.	1,043,398
Shares on equity investments (*)		5,250		5,250
Deposits in the Argentine Central Bank, restricted under Argentine Central Bank regulations		2,402		3,668
Loans pledged and real property granted as collateral-Banco Galicia Uruguay S.A. (**)		—		3,857
Loans granted as collateral(***)		85,147		199,801
Total	Ps.	1,036,629	Ps.	1,255,974

(*)	Shares over which transferability is subject to prior approval of the National or Provincial authorities, as applicable, under the terms of certain concession contracts signed.
	The Bank, as a shareholder of Aguas Cordobesas S. A. and proportionally to its 10.833% interest, is jointly responsible for the contractual obligations arising from the concession contract during the entire term thereof. Should any of the other shareholders fail to comply with the commitments arising from their joint responsibility, the Bank may be forced to assume the unfulfilled commitment by the grantor, but only in the proportion and to the extent of the interest held by the Bank.
(**)	Under a fixed pledged agreement signed on July 24, 2003 and registered with the Registry of Property —Movable Property — Pledges Division of Montevideo — Uruguay, on August 5, 2003, Galicia Uruguay S.A.’s credit rights against all of its debtors have been pledged in favor of the holders of transferable time deposit certificates and/or negotiable obligations issued in compliance with the debt restructuring plan approved. Galicia Uruguay S.A. wholly repaid in advance the remaining balance of the debt restructuring plan and therefore and having fulfilled its obligations, its shareholders have resolved, at the Shareholders’ Meeting held on June 30, 2010, to voluntarily dissolve and liquidate the company.
(***)	Securities granted as collateral for lines of credit provided by the International Finance Corporation (“IFC”). The Bank used Bonar 2015 to collateralized Ps.55,075 IFC lines of credit at December 31, 2010. At December 2009, the Bank used BODEN 2012 to collateralized Ps.70,983 of IFC lines of credit.

F-18

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

4. Interest-Bearing Deposits with Other Banks.

As of December 31, 2010 and 2009, the overnight foreign bank interest-bearing deposits included under the caption “Loans — Other” amounted to Ps. 215,282 and Ps. 383,794, respectively.

5. Government and Corporate Securities.

Government and corporate securities consist of the following at the respective balance sheet dates:

	December 31,
	2010		2009
Government Securities
In investment accounts:
Peso-denominated Argentine Bonds Private Badlar + 275 bp due in 2015		133,756		—
Total in investment accounts	Ps.	133,756	Ps.	—
In special investment accounts:
Argentine Central Bank Notes		—		43,350
Total in special investment accounts	Ps.	—	Ps.	43,350
For trading purposes:
U.S. dollar-denominated National Government Bonds Libor due in 2015		8,303		—
National Government Bonds in U.S. dollars due in 2012		4,800		—
U.S. dollar-denominated Argentine Bonds 7% due in 2011-BONAR V		4,570		5,174
Peso-denominated Argentine Bonds Badlar Privada + 300 bp due in 2015		13,404		39,014
Other Government Bonds		25,023		60,354
Other		12,131		9,644
Total trading purposes	Ps.	68,231	Ps.	114,186
From repo transactions with the Argentine Central Bank:
U.S. dollar-denominated National Government Bonds Libor 7% due in 2013		—		152,650
Total from repo transactions with the Argentine Central Bank	Ps.	—	Ps.	152,650
Without quotation:
National Government Bonds in U.S. dollars due in 2012		—		1,032,412
Cordoba Province Government’s Bonds		—		3.833
Peso-denominated Argentine Bonds Badlar Privada + 300 bp due in 2015		—		323,744
Discount Bonds due in 2033 and GDP-Linked Negotiable Securities		—		621,983
Total Without quotation	Ps.	—	Ps.	1,981,972
Securities issued by the Argentine Central Bank:
For Repo Transaction (*)		180,232		—
Securities with quotation (**)		363,050		651,050
Securities without quotation (***)		1,522,441		964,028
Total Securities issued by the Argentine Central Bank	Ps.	2,065,723	Ps.	1,615,078
Total government securities	Ps.	2,267,710	Ps.	3,907,236
Corporate Securities:
Shares		68		53
Marketable Negotiable obligations		4,484		5,613
Negotiable Mutual Funds		5,750		7,505
Total corporate securities	Ps.	10,302	Ps.	13,171
Total government and corporate securities	Ps.	2,278,012	Ps.	3,920,407

F-19

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

(*)	The Securites for repo transactions correspond to Compañía Financiera Argentina S.A.
(**)	Includes Ps.266,635 of Compañía Financiera Argentina S.A.
(***)	Includes Ps.4,920 of Compañía Financiera Argentina S.A.

As of December 31, 2010, Bonar 2015 Bonds and Securities issued by Argentine Central Bank sold under repurchase agreements amounted to Ps.394,833 and Ps.359,428, respectively and were recorded under the caption “Other Receivables resulting from financial brokerage”.

As of December 31, 2009, Boden 2012 Bonds and Securities issued by Argentine Central Bank sold under repurchase agreements amounted to Ps.472,599 and Ps.203,917, respectively and were recorded under the caption “Other Receivables resulting from financial brokerage”.

6. Loans.

The lending activities of the Bank consist of the following:

• Loans to the non-financial public sector: loans to the federal and provincial governments of Argentina.

• Loans to the financial sector: loans to local banks and financial entities.

• Loans to the non-financial private sector and residents abroad: include the following types of lending:

Overdrafts — short-term obligations drawn on by customers through overdrafts.

Promissory Notes — endorsed promissory notes, discounted and purchased bills and factored loans.

Mortgage loans — loans to purchase or improve real estate and collateralized by such real estate or commercial loans secured by real estate.

Pledge loans — loans where collateral is pledged as an integral part of the loan document.

Credit card loans — loans to credit card holders.

Personal loans — loans to individuals.

Others — includes mainly short-term placements in foreign banks.

Pursuant to Argentine Central Bank regulations, financial entities must disclose the breakdown of their loan portfolio to: the non-financial public sector, the financial sector and the non-financial private sector and residents abroad. In addition, financial entities must disclose the type of collateral established on the applicable loans to the non-financial private sector and the pledges granted on loans (preferred guarantees relative to a registered senior pledge).

F-20

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of December 31, 2010 and 2009, the classification of the Group’s loan portfolio was as follows:

	December 31,
	2010			2009
Non-financial public sector	Ps.	24,565		Ps.	25,416
Financial sector (Argentine)		80,633			25,352
Non-financial private sector and residents abroad		22,287,056			14,233,579
• With preferred guarantees		1,257,111			1,142,199
• With other guarantees		3,694,518			2,450,075
• Unsecured (*)		17,335,427			10,641,305
Subtotal		22,392,254			14,284,347
Allowance for loan losses (See Note 7)		(1,038,473	)		(806,446	)
Total	Ps.	21,353,781		Ps.	13,477,901

(*) As of December 31, 2010 includes Ps. 1,378,363 of Compañía Financiera Argentina S.A.

The Bank also records its loan portfolio by industry segment. The following industry segments comprised the most significant loan concentrations as of December 31, 2010 and 2009, respectively:

	December 31,
	2010			2009
Consumer		54.68	%		47.54	%
Manufacturing		13.47	%		14.61	%
Primary Products		11.03	%		13.90	%
Wholesale Trade		6.85	%		6.53	%
Services		6.63	%		7.59	%
Retail Trade		4.05	%		5.04	%
Financial Sector		1.42	%		3.30	%
Construction		1.42	%		1.24	%

7. Allowance for Loan Losses.

The activity in the allowance for loan losses for the fiscal years ended December 31, 2010, 2009 and 2008, was as follows:

	December 31,
	2010			2009			2008
Balance at beginning of year	Ps.	806,446		Ps.	526,801		Ps.	428,607
Provision charged to income		523,588			625,897			384,606
Recoveries		(8	)		(5,424	)		(6,510	)
Foreign exchange effect and other adjustments (*)		195,776			13,693			9,289
Loans charged off		(487,329	)		(354,521	)		(289,191	)
Balance at end of year	Ps.	1,038,473		Ps.	806,446		Ps.	526,801

(*) Includes Ps. 185,381 of allowances as of the acquisition date of Compañia Financiera Argentina S.A.

F-21

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Certain loans, principally small loans, are charged directly to income and are not reflected in the activity in the allowance for loan losses. The “Loan loss provision” in the accompanying statements of income includes:

	December 31,
	2010		2009		2008
Provisions charged to income	Ps.	523,588	Ps.	625,897	Ps.	384,606
Direct charge-offs		17,079		10,501		7,307
Other receivable losses		9,921		3,051		2,545
Financial leases		936		56		931
	Ps.	551,524	Ps.	639,505	Ps.	395,389

The Bank has entered into certain troubled debt restructuring agreements with customers. The Bank has eliminated any differences between the principal and accrued interest due under the original loan and the new loan amount through a charge against the allowance for loan losses. Loans under such agreements amounted to Ps.123,462, Ps.197,460 and Ps.240,917 as of December 31, 2010, 2009 and 2008, respectively.

8. Other Receivables Resulting from Financial Brokerage.

The composition of other receivables from financial brokerage, by type of guarantee, is as follows:

	December 31,
	2010			2009
Preferred guarantees, including deposits with
The Argentine Central Bank	Ps.	420,328		Ps.	516,001
Other guarantees		604			90,192
Unsecured		3,036,864			2,759,744
Less: Allowance for doubtful accounts		(131,806	)		(30,570	)
	Ps.	3,325,990		Ps.	3,335,367

The breakdown of the caption “other” included in the balance sheet was as follows:

	December 31,
	2010		2009
Mutual funds	Ps.	147,009	Ps.	126,936
Galtrust I		620,501		584,111
Other financial trust participation certificates		455,874		941,542
Accrued commissions		38,418		28,896
Others		537,511		446,506
	Ps.	1,799,313	Ps.	2,127,991

F-22

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

9. Equity Investments.

Equity investments in other companies consisted of the following as of the respective balance sheet dates:

	December 31,
	2010			2009
In Financial Institutions, complementary and authorized activities
Banelco S.A.	Ps.	9,569		Ps.	8,681
Visa Argentina S.A.		3,000			3,169
Mercado de Valores de Buenos Aires S.A.		8,138			8,143
Banco Latinoamericano de Exportaciones S.A.		1,971			1,882
Others		790			852
Total equity investments in Financial Institutions, complementary and authorized activities	Ps.	23,468		Ps.	22,727
In Non-financial Institutions
Electrigal S.A.		5,455			5,455
A.E.C. S.A.		26,703			21,379
Aguas Cordobesas S.A.		8,911			8,911
Other		1,574			1,383
Total equity investments in non-financial institutions	Ps.	42,643		Ps.	37,128
Allowances	Ps.	(13,263	)	Ps.	(5,960	)
Total Equity investments	Ps.	52,848		Ps.	53,895

10. Bank Premises and Equipment and Intangible Assets.

The major categories of Grupo Financiero Galicia’s premises and equipment and accumulated depreciation, as of December 31, 2010 and 2009, were as follows:

	December 31,
	2010			2009
Land and buildings	Ps.	973,556		Ps.	927,100
Furniture and fittings		227,155			197,563
Machinery and equipment		423,111			345,273
Vehicles		8,528			2,592
Others		4,444			4,671
Accumulated depreciation		(688,727	)		(578,878	)
	Ps.	948,067		Ps.	898,321

Depreciation expense recorded for the fiscal years ended December 31, 2010, 2009 and 2008, was Ps.76,899, Ps. 73,904 and Ps. 61,910, respectively.

F-23

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The major categories of intangible assets as of December 31, 2010 and 2009, were as follows:

	December 31,
	2010		2009
Goodwill, net of accumulated amortization of Ps.98,767 and Ps.87,700, respectively	Ps.	23,467	Ps.	26,346
Organization and development expenses, net of accumulated amortization of Ps.336,276 and Ps.202,214, respectively		430,648		286,925
Legal actions related to the payment of deposits (“amparo claims”), net of accumulated amortization of Ps.859,638 and Ps.578,692, respectively (see Note 2.10)		—		259,053
	Ps.	454,115	Ps.	572,324

Total amortization expenses for the fiscal years ended December 31, 2010, 2009 and 2008, was Ps. 355,408, Ps.166,675 and Ps.97,957, respectively.

Organization and development expenses included software and the related implementation services purchased from third parties, with a net book value of Ps.349,527; Ps.213,226 and Ps.139,722 at December 31, 2010, 2009 and 2008, respectively.

The table below shows the components of goodwill by type of activity and reportable segment (see note 31) for the periods presented.

	December 31,
	2010		2009
Banking		19,903		26,346
Data Processing		3,564		—
	Ps.	23,467	Ps.	26,346

11. Miscellaneous Assets.

Miscellaneous assets consisted of the following as of December 31, 2010 and 2009:

	December 31,
	2010		2009
Construction in progress	Ps.	5,423	Ps.	1,370
Deposits on fixed asset purchases		2,848		831
Stationery and supplies		12,254		15,363
Real estate held for sale		3,584		5,561
Assets under leasing agreements		19,157		19,503
Others		38,137		21,213
	Ps.	81,403	Ps.	63,841

F-24

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

12. Allowances and Provisions.

Allowances on other assets and reserves for contingencies were as follows:

	December 31,
	2010		2009
Allowances against asset accounts:
Other receivables resulting from financial brokerage, for collection risk (a)		131,806		30,570
Assets under financial leases (a)		5,469		6,070
Equity investments in other companies (b)		13,263		5,960
Miscellaneous receivables, for collection risk (a)		26,025		28,655
Reserves for contingencies:
For severance payments (c)		12,139		5,892
Litigations (d)		84,051		57,042
Other contingencies (e)		89,802		148,352
Sundry liabilities arising from credit card activities (f)		46,493		44,493
Other commitments (g)		125		143
Negative Goodwill (h)		465,634		—
Total reserves for contingencies	Ps.	698,244	Ps.	255,922

(a)	Based upon an assessment of debtors’ performance, the economic and financial situation and the guarantees collateralizing their respective transactions. Includes Ps.98,638 of valuation allowances to adjust certificates of participation held in Galtrust I to its fair value.
(b)	Includes the estimated losses due to the excess of the cost plus dividend method over the equity method in non-majority owned equity investments.
(c)	Estimated amounts payable under labor lawsuits filed against the Bank by former employees.
(d)	Litigation arising from different types of claims from customers (e.g., claims for thefts from safe deposit boxes, the cashing of checks that have been fraudulently altered, discrepancies in deposits and payments services that the Bank renders, etc).
(e)	At the date of these consolidated financial statements, there are several review and assessment processes ongoing, at different progress stages, initiated by the provincial and Autonomous City of Buenos Aires’ Tax Authorities related to the turnover tax, mainly corresponding to fiscal year 2002, and basically in connection with the Compensatory Bond set forth by the National Government in order to compensate financial institutions for the losses resulting from the asymmetric pesification of loans and deposits.

The Bank has been expressing its disagreement regarding these adjustments at the corresponding administrative and/or legal proceedings. These proceedings and their possible effects are constantly being monitored by the management division. Even though the foregoing has not been finally resolved yet, the Bank considers it has complied with its tax liabilities in full pursuant to current regulations, since it is not possible to foresee the final outcome, the Bank has established provisions deemed suitable according to each process’s status.

As regards Compañía Financiera Argentina S.A., the Argentine Revenue Service (AFIP) conducted audits on fiscal years 1998 and 1999, not accepting certain uncollectible loans to be recorded as uncollectible receivables deductible from income tax and minimum presumed income tax. The original amount claimed for taxes by the tax collection authorities totals Ps.2,094.

F-25

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Since the final resolution of this controversy is still uncertain, provisions have been set up to cover such contingencies.

(f) Reserves for a guarantee of credit-cards receivable and for the estimated liability for the insurance of the payment of credit-cards balance in the event of the death of the credit-card holders.

At the date of these consolidated financial statements, the Argentine Revenue Service (AFIP), the Revenue Board of the Province of Córdoba and the Municipalities of the cities of Mendoza and San Luis are in the process of conducting audits, with respect to claims made by such agencies, regarding taxes applicable to Credit Cards issuing companies. The original amount claimed for such reason, totals Ps.10,500, approximately.

Based on the opinions of their tax advisors, the companies believe that the abovementioned claims are both legally and technically groundless.

However, since the final outcome of these measures cannot be foreseen, provisions have been set up to cover such contingencies. Therefore, both companies are taking the corresponding administrative and legal steps in order to solve such issues.

(g)	Represents contingent commitments in connection with customers classified in categories other than the “normal” categories under Argentine Banking GAAP.
(h)	The Board of Directors of the Argentine Central Bank through Resolution No. 124 dated June 7, 2010, authorized the acquisition of 95% of stocks of Compañía Financiera Argentina S.A., Cobranzas y Servicios S.A. and Procesadora Regional S.A. Also, said Resolution authorized subsidiary company Tarjetas Regionales S.A. to acquire the remaining 5% of said companies’ stocks.

On August 31, 2010, through Resolution No. 299, the National Commission for the Defense of Competition authorized the abovementioned trading transaction which was notified to the Bank on September 1, 2010.

The total acquisition cost paid by the Group amounted to Ps.328,279 for Compañía Financiera Argentina, Ps.835 for Cobranzas y Servicios S.A. and Ps.4,809 for Procesadora Regional S.A..

In accordance with Argentine Central Bank regulations, as a result of the difference between the cost of acquisition and the value of assets and liabilities acquired as of June 30, 2010, consistently valued with those of the Group, a negative goodwill of Ps.450,547 was recorded for Compañía Financiera Argentina S.A. and Ps.15,087 for Cobranzas y Servicios S.A., which were recorded under the caption “Liabilities — Provisions”. In the case of Procesadora Regional S.A, a positive goodwill of Ps. 3,565 was recorded under Intangible Assets — Goodwill.

The allocation to income of the negative goodwill is carried out on a straight-line basis over 60 months, taking into account Argentine Central Bank regulations on the subject.

F-26

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

13. Other Liabilities Resulting from Financial Brokerage- Banks and International Entities, and Loans from Domestic Financial Institutions

The Bank also borrows funds under different credit arrangements from local and foreign banks and international lending agencies as follows:

	December 31,
	2010		2009
Description
Bank and International Entities
Contractual long-term Liabilities
Floating Rate Bank Loans 2010	Ps.	—	Ps.	2,024
Floating Rate Bank Loans 2014		—		94,902
Floating Rate Bank Loans 2019		8,232		7,364
Internacional Finance Corp. (I.F.C.)		229,540		260,771
Total long-term liabilities	Ps.	237,772	Ps.	365,061
Contractual short-term liabilities:
Other lines from foreign banks		408,973		179,961
Total short-term liabilities	Ps.	408,973	Ps.	179,961
Total Banks and International Entities	Ps.	646,745	Ps.	545,022
Domestic and Financial Institutions
Contractual long-term liabilities:
BICE (Banco de Inversión y Comercio Exterior)		23,709		—
Other lines from domestic banks		434,064		164,612
Total long-term liabilities	Ps.	457,773	Ps.	164,612
Contractual short-term liabilities:
Other lines from credit from domestic banks		155,424		86,869
Total short-term liabilities	Ps.	155,424	Ps.	86,869
Total Domestic and Financial Institutions	Ps.	613,197	Ps.	251,481
TOTAL	Ps.	1,259,942	Ps.	796,503

Accrued interest on the above liabilities in the amount of Ps.6,245 and Ps.4,525 as of December 31, 2010 and 2009, respectively, is included in “Others” under the caption “Other Liabilities Resulting from Financial Brokerage” in the accompanying balance sheet.

Long-term debt of Ps.695,545 corresponds mainly to: (a) a line of credit from the IFC for Ps.229,540 for financing investment projects, b) debt issued as a result of the Bank’s foreign debt restructuring completed in May 2004 for Ps.8,232, (c) debt with domestic banks for Ps.434,064, corresponding mainly of the regional credit-card companies, (d) lines of credit from the BICE for Ps.23,709 for financing investment projects.

F-27

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of December 31, 2010, maturities of the above long-term loans for each of the following five fiscal years and thereafter were as follows:

Contractual long-term Liabilities
2011		241,201
2012		286,237
2013		111,334
2014		30,137
2015		18,405
Thereafter		8,231
	Ps.	695,545

14. Other Liabilities Resulting from Financial Brokerage — Negotiable Obligations

The amounts outstanding and the terms corresponding to outstanding negotiable obligations at the dates indicated were as follows:

			Annual			As of December 31,
	Maturity		Interest Rate			2010		2009
Negotiable Obligations (1)
Long-term liabilities:
9% Notes Due 2003		2003		9,00	%		6,652		6,352
(Semi-annual interest, principal payable at maturity)
Banco Galicia- Due 2010-Libor + 350 PB		2010		0,00	%		—		129,858
(Semi-annual interest)
Banco Galicia- Due 2014		2014		7,00	%		—		736,542
(Semi-annual interest)
Banco Galicia- Subordinated Due 2019		2019		11,00	%		1,253,027		1,137,447
(Semi-annual interest, principal payable at maturity)
Tarjetas Naranja S.A. Class IV		2011		15,50	%		77,064		156,794
(Interest fixed,semi-annual interest - principal payable every six months)
Tarjetas Cuyanas S.A. S. XVIII		2012		12,00	%		39,164		79,506
(Interest fixed,semi-annual interest - principal payable every six months)
Tarjetas Cuyanas S.A. S. XX		2010		—			—		75,934
(Issued at a discounted base, principal payable at maturity)
Tarjetas Cuyanas S.A. Class III		2011		6,00	%		79,841		—
(Issued at a discounted base, principal payable at maturity)
Tarjetas Naranja S.A. Class IX Serie I		2010		—			—		133,296
(Issued at a discounted base, principal payable at maturity)
Tarjetas Naranja S.A. Class IX Serie II		2011		12,50	%		59,038		55,416
(Interest fixed,semi-annual interest, principal payable at maturity)

F-28

			Annual			As of December 31,
	Maturity		Interest Rate			2010		2009
Tarjetas Naranja S.A. Class XII		2011		6,10	%		139,214		—
(Interest fixed,quarterly interest, principal payable at maturity)
Grupo Financiero Galicia Class I Serie II		2011		12,50	%		42,128		40,263
(Interest fixed,semi-annual interest, principal payable at maturity)
Grupo Financiero Galicia Class II Serie II		2012		8,00	%		70,546		—
(Interest fixed,semi-annual interest, principal payable at maturity)
Grupo Financiero Galicia Class II Serie III		2013		9,00	%		106,782		—
(Interest fixed,semi-annual interest, principal payable at maturity)
Total		Ps.					1,873,456		2,551,408

			Annual			As of December 31,
	Maturity		Interest Rate			2010		2009
Short-term liabilities:
Tarjeta Naranja Class X		2011	Badlar + 275 bp				48,177		—
(Quarterly interest, principal payable at maturity)
Tarjeta Naranja Class XI		2011	Badlar + 295 bp				40,919		—
(Quarterly interest, principal payable at maturity)
Tarjetas Cuyanas S.A. Class I		2011	Badlar + 300 bp				28,854		—
(Quarterly interest, principal payable at maturity)
Tarjetas Cuyanas S.A. Class II		2011		9,95	%		37,484		—
(Quarterly interest, principal payable at maturity)
Grupo Financiero Galicia Serie I		2010		—			—		125,793
(Issued at a discounted base, principal payable at maturity)
Total		Ps.					155,434		125,793
Total Negotiable Obligations		Ps.					2,028,890		2,677,201

(1) Only principal, except for Subordinated Obligations which include accrued interest for Ps.64,234 .

As of December 31, 2010 and 2009, interest and principal on all of the above debt securities were payable in U.S. dollars except for Tarjeta Naranja’s Class IV Notes and Tarjetas Cuyanas’ Class XVIII Notes, which were payable in Pesos.

F-29

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Accrued interest on the above liabilities for Ps.12,885 and Ps.39,350 as of December 31, 2010 and 2009, respectively, was included in “Other” under the caption “Other Liabilities Resulting from Financial Brokerage “ in the accompanying balance sheet.

Long-term negotiable obligations as of December 31, 2010 mature as follows:

	Maturity Long Term
Past Due (*)		6,652
2011		427,742
2012		79,253
2013		106,782
2014		—
2015		—
Thereafter		1,253,027
		1,873,456

(*) Corresponds to past due debt not yet restructured.

15. Balances in Foreign Currency.

The balances of assets and liabilities denominated in foreign currencies (principally in U.S. dollars) were as follows:

	December 31,
	2010		2009
Assets:
Cash and due from banks	Ps.	3,131,530	Ps.	1,867,910
Government and corporate securities		40,169		1,215,571
Loans		3,103,434		2,395,667
Other receivables resulting from financial brokerage		426,779		899,804
Assets under financial leases		28,018		29,147
Equity investments in other companies		2,046		1,939
Miscellaneous receivables		45,879		462,434
Bank premises and equipment		419		738
Miscellaneous assets		40		38
Intangible assets		—		569
Unallocated items		45		12,572
Other assets		6		70
Total	Ps.	6,778,365	Ps.	6,886,459
Liabilities:
Deposits	Ps.	4,017,664	Ps.	3,094,442
Other liabilities resulting from financial brokerage		2,344,487		2,827,321
Miscellaneous liabilities		19,233		11,951
Subordinated Negotiable Obligations		1,253,027		1,137,447
Provisions		13,868		11,493
Unallocated items		472		3,078
Other Liabilities		101		86
Total	Ps.	7,648,852	Ps.	7,085,818

Exchange rate 3.9758 as of December 31, 2010 and 3.7967 as of December 31, 2009

F-30

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

16. Transactions with Related Parties

The Group has granted loans to certain related parties including related officers, equity-method investees and consolidated companies. Total loans outstanding as of December 31, 2010 and 2009, amounted to Ps.126,502 and Ps.76,433, respectively, and the change from December 31, 2009 to December 31, 2010, reflects payments amounting to Ps.3,572 and advances of Ps.52,301. Furthermore, there were CER adjustments and foreign exchange differences of Ps.1,340 on the above-mentioned portfolio between those dates.

Such loans were made in the ordinary course of business at normal credit terms, including interest rates and collateral requirements, and, in management’s opinion, such loans represent normal credit risk.

17. Breakdown of Captions Included in the Income Statement.

	December 31,
	2010		2009		2008
Financial Income
Interest on other receivables resulting from financial brokerage:
Interest on purchased certificates of deposits		11,684		14,914		6,033
Additional interest on current accounts and special accounts with the Argentine Central Bank		—		—		12,241
Advance payment-Leasing		1,968		2,928		12,332
Other		1,786		5,413		3,388
	Ps.	15,438	Ps.	23,255	Ps.	33,994
Other
Premiums on forward purchases of Government securities under repos		29,584		16,114		7,013
Interest on pre-export and export financing		73,298		94,517		69,238
Result from other credits by financial brokerage		4,543		60,550		11,076
Net position of valuation public sector loans		—		4,106		9,157
Net position of forward transactions in pesos		—		27		95,433
Other		223		—		5
	Ps.	107,648	Ps.	175,314	Ps.	191,922
Financial Expenses
Interest on other liabilities resulting from financial brokerage:
Interest on negotiable obligations		92,980		157,970		187,320
Interest on other liabilities resulting from financial brokerage from other banks and international entities		72,624		74,002		109,706
	Ps.	165,604	Ps.	231,972	Ps.	297,026
Other interest
Interest for other deposits		3,702		2,860		3,301
Other		2,665		22		12
	Ps.	6,367	Ps.	2,882	Ps.	3,313

F-31

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010		2009		2008
Other
Premiums on repo transactions		13,169		33,780		84,823
Contributions and taxes on financial income		236,792		135,644		112,373
Net position of forward transactions in pesos		48,630		24,068		—
Other		627		375		—
	Ps.	299,218	Ps.	193,867	Ps.	197,196
Income from services
Other
Commissions on credit cards		1,127,881		781,367		652,040
Safety rental		51,248		30,221		18,003
Insurance premiums		337		12,671		58,901
Other		89,020		78,644		70,856
	Ps.	1,268,486	Ps.	902,903	Ps.	799,800
Expenses for services
Other
Gross revenue taxes		131,260		91,016		74,339
Linked with credit cards		295,150		212,427		130,813
Other		14,946		14,706		14,348
	Ps.	441,356	Ps.	318,149	Ps.	219,500
Administrative expenses
Other operating expenses
Rentals		85,551		62,234		51,292
Electricity and communications		106,439		85,850		72,712
Maintenance and repair expenses		67,274		52,134		43,841
Security Services		75,707		50,282		42,255
Other operating expenses		38,670		29,604		39,119
	Ps.	373,641	Ps.	280,104	Ps.	249,219
Miscellaneous income
Other
Interest on miscellaneous receivables		25,375		31,076		39,382
Premiums and commissions from insurance business		388,486		333,669		276,019
Waiver for repayment of debt		—		85,550		—
Other		60,401		52,051		18,245
	Ps.	474,262	Ps.	502,346	Ps.	333,646
Miscellaneous losses
Other
Claims		3,412		2,561		1,821
Commissions and expenses on insurance business		136,228		93,686		119,045
Other		28,192		26,921		17,918
	Ps.	167,832	Ps.	123,168	Ps.	138,784

F-32

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

18. Income Taxes.

Income tax for the fiscal years ended December 31, 2010, 2009 and 2008, amounted to Ps.258,191, Ps.155,992 and Ps.74,014, respectively. The statutory income tax rate as of December 31, 2010, 2009 and 2008 was 35%. As of December 31, 2010 and 2009, the Group had tax loss carryforwards in the approximate amount of Ps.262,400 and Ps.268,060, respectively, that may reduce future year’s taxable income for income tax purposes. Such tax loss carryforwards expire over the following five years.

As of December 31, 2010 and 2009, the consolidated Group’s MPIT available to credit against future income tax amounts to Ps.395,738 and Ps.328,619, respectively. Such MPIT expire over the following ten years.

19. Shareholders’ Equity and Restrictions Imposed on the Distribution of Dividends.

The distribution of retained earnings in the form of dividends is governed by the Corporations Law and CNV regulations. These rules obligate Grupo Galicia to transfer 5% of its net income to a legal reserve until the reserve reaches an amount equal to 20% of the company’s capital stock.

In the case of Banco Galicia, Argentine Central Bank rules require 20% of the profits shown in the income statement plus (less) prior year adjustments to be allocated to a legal reserve.

This proportion applies regardless of the ratio of the legal reserve to the capital stock. Should the legal reserve be used to absorb losses, dividends shall be distributed only if the value of the legal reserve exceeds 20% of the capital stock plus the capital adjustment.

The Argentine Central Bank set forth the criteria for the distribution of dividends by financial institutions. According to the new rules, dividends can be distributed up to the positive amount resulting after deducting from retained earnings the reserves that may be legally and statutory required, as well as the following items: the difference between the book value and the market value of a financial institution’s portfolio of public sector assets and/or debt instruments issued by the Argentine Central Bank not valued at market price, the amount of the asset representing the losses from lawsuits related to deposits and any adjustments required by the external auditors or the Argentine Central Bank to be recognized.

In addition, to be able to distribute dividends, a financial institution must comply with the capital adequacy rule, with the minimum capital requirement and the regulatory capital calculated with the purpose to determine its ability to distribute dividends, by deducting from its assets and retained earnings all the items mentioned in the paragraph above, as well as the asset recorded in connection with the MPIT and the amounts allocated to the repayment of long-term debt instruments computable as core capital.

Moreover, in such calculation, a financial institution will not be able to compute the temporary reductions in the capital affecting minimum capital requirements, computable regulatory capital or a financial institution’s capital adequacy.

In addition to the above-mentioned, the Argentine Central Bank shall not accept distribution of profits as long as computable capital is lower than minimum capital requirements increased by 30%.

Distribution of profits shall require the prior authorization of the Argentine Central Bank’s Superintendence of Financial and Foreign Exchange Institutions, which intervention shall have the purpose of verifying the aforementioned requirements have been fulfilled.

In turn, the shareholders of Tarjeta Naranja S.A., ratified the decision made by the Board of Directors and, set forth the following policy for the distribution of dividends: a) to keep under retained earnings those retained earnings corresponding to fiscal years prior to 2005 and, therefore, not to distribute them as dividends, and b) to set the maximum limit for the distribution of dividends at 25% of the realized and liquid profits of each fiscal year from and after fiscal year 2005. These restrictions shall remain in force as long as this company’s shareholder’s equity is below Ps.300,000.

F-33

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Also, Tarjeta Naranja S.A. agreed, pursuant to the terms and conditions of the Class IV and IX Negotiable Obligations, not to distribute profits exceeding 50% of net income.

20. Minimum Capital.

Grupo Galicia is not subject to the minimum capital requirements established by the Argentine Central Bank.

In addition, Grupo Galicia meets the minimum capital requirements established by the Corporations Law, which amount to Ps.12.

Pursuant to Argentine Central Bank regulations, Banco Galicia is required to maintain a minimum capital, which is calculated by weighting the risks related to assets and to the balances of bank premises and equipment and miscellaneous and intangible assets.

As called for by Argentine Central Bank regulations, as of December 31, 2010 and 2009, the minimum capital requirements were as follows:

					Computable Capital as
					a % of Minimum
	Minimum Capital		Computable Capital		Capital
December 31, 2010	Ps.	2,007,081	Ps.	3,593,930		179,06
December 31, 2009	Ps.	1,611,504	Ps.	2,789,198		173,08

21. Earnings per Share.

Earnings per share are based upon the weighted average of common shares outstanding of Grupo Galicia in the amount of 1,241,407 for the fiscal years ended December 31, 2010, 2009 and 2008.

Earnings per share for the fiscal years ended December 31, 2010, 2009 and 2008, were 0.329, 0.185, and 0.142, respectively.

As of December 31, 2010, 2009 and 2008, there were no outstanding dilutive instruments and therefore for the purposes of calculating earnings per share Grupo Galicia had a simple capital structure.

22. Contribution to the Deposit Insurance System.

Law No. 24,485 and Decree No. 540/95 established the creation of the Deposit Insurance System to cover the risk attached to bank deposits, in addition to the system of privileges and safeguards envisaged in the Financial Institutions Law.

The National Executive Branch through Decree No. 1127/98 dated September 24, 1998, extended this insurance system to demand deposits and time deposits of up to Ps.30 denominated either in pesos and/or in foreign currency.

This system does not cover deposits made by other financial institutions (including time deposit certificates acquired through a secondary transaction), deposits made by parties related to Banco Galicia, either directly or indirectly, deposits of securities, acceptances or guarantees and those deposits set up after July 1, 1995, at an interest rate exceeding the one established regularly by the Argentine Central Bank based on a daily survey conducted by it. Also excluded are those deposits whose ownership has been acquired through endorsement and those placements made as a result of incentives other than the interest rate. This system has been implemented through the creation of the Deposit Insurance Fund (“FGD”), which is managed by a company called Seguros de Depósitos S.A. (SEDESA). The shareholders of SEDESA are the Argentine Central Bank and the financial institutions, in the proportion determined for each one by the Argentine Central Bank based on the contributions made to the fund.

F-34

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of January 1, 2005, the Argentine Central Bank set this contribution in 0.015%.

As of December 31, 2010, 2009 and 2008, the standard contribution to the Deposits Insurance System amounted to Ps.31,839, Ps.26,030 and Ps.23,555, respectively, recorded in the Consolidated Statements of Income in Financial Expenses under the caption “Contributions made to Deposit Insurance Fund”.

It should be noted that from January 2011, the Argentine Central Bank decided to increase the limit of deposit insurance up to the amount of Ps.120.

23. Statements of Income and Balance Sheets.

The presentation of financial statements according to the Argentine Central Bank rules differs significantly from the format required by the Securities and Exchange Commission under Rules 210.9 to 210.9-07 of Regulation S-X (Article 9). The statement of income presented below discloses the categories required by Article 9 using Argentine Banking GAAP:

	December 31,
	2010		2009		2008
Interest income:
Interest and fees on loans (*)	Ps.	3,174,796	Ps.	2,278,655	Ps.	2,099,393
Interest and dividends on investment securities:
Non taxable interest income		21,263		270,353		76,912
Interest on interest bearing deposits with other banks		746		638		8,765
Interest on other receivables from financial brokerage		135,620		90,186		163,420
Trading account interest, net		318,121		284,837		71,515
Total interest income		3,650,546		2,924,669		2,420,005
Interest expense
Interest on deposits		766,710		880,775		794,037
Interest on securities sold under agreements to repurchase		13,169		33,780		84,823
Interest on short-term liabilities from financial intermediation		77,350		67,283		82,667
Interest on long-term liabilities from financial intermediation (*)		235,985		233,477		316,141
Total interest expense		1,093,214		1,215,315		1,277,668
Net interest income		2,557,332		1,709,354		1,142,337
Provision for loan losses, net of reversals		445,833		595,713		313,188
Net interest income after provision for loan losses		2,111,499		1,113,641		829,149

(*) Includes CER/CVS adjustments.

F-35

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010		2009		2008
Non-interest income:
Service charges on deposit accounts	Ps.	323,328	Ps.	253,299	Ps.	201,653
Credit-card service charges and fees		981,215		704,025		548,629
Other commissions		1,188,063		882,084		897,715
Income from equity in other companies		62,054		11,347		56,764
Premiums and commissions on insurance business		388,486		333,669		276,019
Other		127,723		195,426		139,949
Total non-interest income	Ps.	3,070,869	Ps.	2,379,850	Ps.	2,120,729
Non-interest expense:
Commissions		601,797		424,847		309,808
Salaries and social security charges		1,407,961		975,767		805,197
Fees and external administrative services		268,235		183,730		161,192
Depreciation of bank premises and equipment		76,899		73,904		61,910
Personnel services		89,345		76,760		90,791
Rentals		85,551		62,234		51,292
Electricity and communications		106,439		85,850		72,712
Advertising and publicity		189,596		127,836		146,496
Taxes		608,485		406,161		324,475
Amortization of organization and development expenses		63,132		45,908		37,950
Maintenance and repair expenses		67,274		52,134		43,841
Commissions and expenses on insurance business		136,228		93,686		119,045
Amortization of “Amparo claims”		280,946		109,310		39,545
Other Provisions and reserves		102,387		109,296		161,703
Other		326,668		234,289		237,276
Total non-interest expense	Ps.	4,410,943	Ps.	3,061,712	Ps.	2,663,233
Income before tax expense		771,425		431,779		286,645
Income tax expense		258,191		155,992		74,014
Net Income	Ps.	513,234	Ps.	275,787	Ps.	212,631
Less: Net Income attributable to non-controlling interest		104,333		46,512		35,812
Net Income attributable to Controlling interest	Ps.	408,901	Ps.	229,275	Ps.	176,819
Net income per Ordinary Share in Argentine Pesos		0.329		0.185		0.142

F-36

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Argentine Central Bank rules also require certain classifications of assets and liabilities, which are different from those required by Article 9. The following balance sheet presents Grupo Galicia’s balance sheet as of December 31,2010 and 2009, as if they had followed Article 9 balance sheet disclosure requirements using Argentine Banking GAAP.

	December 31,
	2010			2009
Assets:
Cash and due from banks	Ps.	5,657,730		Ps.	3,713,335
Interest-bearing deposits in other banks		215,282			440,745
Federal funds sold and securities purchased under resale agreements or similar agreements		240,811			178,474
Trading account assets		2,706,167			2,011,860
Investment securities		2,297,543			4,471,928
Loans		21,861,678			14,368,457
Allowances for loan losses		(1,038,473	)		(812,354	)
Miscellaneous receivables		823,602			619,944
Bank Premises and Equipment		948,067			898,321
Intangible Assets		454,115			572,234
Other assets		1,945,243			1,540,164
Total assets	Ps.	36,111,765		Ps.	28,003,108
Liabilities and Shareholders’ Equity:
Deposits	Ps.	22,115,956		Ps.	16,917,453
Short-term borrowing		719,831			392,623
Other liabilities		273,792			313,526
Amounts payable for spot and forward purchases to be settled		950,453			618,375
Other liabilities resulting from financial brokerage		5,022,761			3,489,899
Long-term debt		2,569,001			3,081,081
Miscellaneous Liabilities		909,632			578,699
Contingent liabilities		698,244			255,922
Total Liabilities		33,259,670			25,647,578
Common Stock		1,241,407			1,241,407
Other stockholders’ equity		1,228,093			811,132
Non-controlling Interest		382,595			302,991
Total Shareholders’ Equity		2,852,095			2,355,530
Total Liabilities and Equity	Ps.	36,111,765		Ps.	28,003,108

F-37

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The carrying value and market value of each classification of investment securities in the Article 9 balance sheet were as follows:

	December 31, 2010									December 31, 2009
			Unrealized									Unrealized
	Carrying value		Gains		Losses			Market value		Carrying value		Gains		Losses			Market value
Bonar 2015 Bonds Investments		642,147		198,693		—			726,643		—		—		—			—
Boden 2012 Bonds — Compensatory Bond and Hedge Bond		—		—		—			—		1,906,907		830,119		—			1,731,089
GalTrust I		783,761		566,115		—			783,761		584,111		193,651		—			211,647
Discount Bonds		—		—		—			—		598,601		132,209		—			302,124
Bonar 2015 Bonds		—		—		—			—		323,744		85,032		—			641,340
Other assets		871,635		—		(3,167	)		874,459		1,058,565		88,347		(5,018	)		1,030,678
TOTAL	Ps.	2,297,543	Ps.	764,808	Ps.	(3,167	)	Ps.	2,384,863	Ps.	4,471,928	Ps.	1,329,358	Ps.	(5,018	)	Ps.	3,916,878

As of December 31, 2010 and 2009 the Group maintained investments in certificates of participation in Almafuerte Special Fund and Trusts sponsored by Banco Galicia and its subsidiaries. At such dates the Group has determined that unrealized losses on these investments were temporary in nature based on its ability and intent to hold them for a period of time sufficient to allow them for any anticipated recovery.

The maturities as of December 31, 2010, of the Investment securities included in the Article 9 balance sheet were as follows:

	December 31, 2010
							Maturing
					Maturing		after
			Maturing		after 1 year		5 years but		Maturing
	Carrying		within		but within 5		within 10		after
	Value		1 year		years		years		10 years
Galtrust I		783,761		80,615		416,065		287,081		—
Bonar 2015 Bonds Investments		642,147		—		642,147		—		—
Other assets		871,635		485,464		362,737		23,434		—
TOTAL	Ps.	2,297,543		566,079		1,420,949		310,515		—

The following table presents realized gains and losses from AFS securities:

Year ended December 31,	2010		2009		2008
Proceeds from sales		2,376,489		—		36,548
Gross realized gains		971,680		—		2,090
Gross realized losses		—		—		—
Net unrealized gains		408,981		1,312,212		9,915
Losses reclasiffied out of OCI		—		—		(156,237	)

24. Operations by Geographical Segment.

The main financial information, classified by country where transactions originate, is shown below. Most of the transactions originated in the Republic of Uruguay were with Argentine citizens and enterprises, and were denominated in U.S. dollars. Transactions between different geographical segments have been eliminated for the purposes of this Note.

F-38

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010			2009			2008
Total revenues:(*)
Republic of Argentina	Ps.	6,868,807		Ps.	5,417,227		Ps.	4,582,947
Republic of Uruguay		8,195			14,489			47,411
Grand Cayman Island		940			65			—
Net income (loss), net of monetary effects allocable to each country:
Republic of Argentina		418,066			238,740			166,368
Republic of Uruguay		(8,647	)		(7,274	)		10,451
Grand Cayman Island		(518	)		(2,191	)		—
Total assets:
Republic of Argentina		35,538,519			27,350,754			24,349,404
Republic of Uruguay		167,749			237,544			386,386
Grand Cayman Island		1,795			14,068			—
Bank Premises and Equipment
Republic of Argentina		947,648			897,583			866,179
Republic of Uruguay		419			738			5,090
Miscellaneous assets
Republic of Argentina		81,363			63,803			78,326
Republic of Uruguay		40			38			297
Goodwill
Republic of Argentina		23,467			26,346			37,804
Other intangible assets
Republic of Argentina		430,648			545,409			528,115
Republic of Uruguay		—			569			1,060
Geographical segment assets as a percentage of total assets
Republic of Argentina		99.53	%		99.09	%		98.44	%
Republic of Uruguay		0.47	%		0.86	%		1.56	%
Grand Cayman Island		—			0.05	%		—

(*) The caption Revenues include financial income, income from services and miscellaneous income.

F-39

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

25. Financial Instruments with Off-Balance Sheet Risk.

The Group has been party to financial instruments with off-balance sheet risk in the normal course of its business in order to meet the financing needs of its customers. These instruments expose the Bank to credit risk above and beyond the amounts recorded in the consolidated balance sheets. These financial instruments include commitments to extend credit, standby letters of credit, guarantees granted and acceptances.

The Group uses the same credit policies in making commitments, conditional obligations and guarantees as it does for granting loans. In management’s opinion, the Group’s outstanding commitments and guarantees do not represent unusual credit risk.

The Group’s exposure to credit loss in the event of non-performance by the counterparty to the financial instrument for commitments to extend credit, standby letters of credit, guarantees granted and acceptances is represented by the contractual notional amount of those investments.

A summary of the credit exposure related to these items is shown below:

	December 31,
	2010		2009
Commitments to extend credit	Ps.	1,840,214	Ps.	1,323,498
Standby letters of credit		335,761		175,525
Guarantees granted		213,830		194,474
Acceptances		111,744		58,904

Commitments to extend credit are agreements to lend to a customer at a future date, subject to the meeting of the contractual terms. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, total commitment amounts do not necessarily represent actual future cash requirements of the Group. The Group evaluates each customer’s creditworthiness on a case-by-case basis. In addition to the above commitments, as of December 31, 2010 and 2009, the available purchase limits for credit card holders amounted to Ps.25,950,025 and Ps.17,591,132, respectively.

Standby letters of credit and guarantees granted are conditional commitments issued by the Group to guarantee the performance of a customer to a third party.

Acceptances are conditional commitments for foreign trade transactions.

The credit risk involved in issuing letters of credit and granting guarantees is essentially the same as that involved in extending loan facilities to customers. In order to grant guarantees to its customers, the Group may require counter-guarantees. These financial customer guarantees are classified by type, as follows:

	December 31,
	2010		2009
Preferred counter-guarantees	Ps.	15,503	Ps.	15,353
Other counter-guarantees		48,640		33,344

F-40

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The Group accounts for checks drawn on it and other banks, as well as other items in process of collection, such as notes, bills and miscellaneous items, in memorandum accounts until such time when the related item clears or is accepted. In management’s opinion, the risk of loss on these clearing transactions is not significant. The amounts of clearing items in process were as follows:

	December 31,
	2010		2009
Checks drawn on the Bank	Ps.	419,405	Ps.	378,631
Checks drawn on the other Bank		529,215		458,411
Bills and other items for collection		3,575,900		2,262,278

As of December 31, 2010 and 2009, the trusts’ funds amounted to Ps.2,502,979 and Ps.1,406,805, respectively.

In addition, the Group had securities in custody, which as of December 31, 2010 and 2009, amounted to Ps. 10,634,818 and Ps.8,119,755, respectively.

As of December 31, 2010, the Group also has off-balance sheet contractual obligations arising from the leasing of certain properties used as a part of our distribution network. The estimated future lease payments in connection with these properties are as follows:

2011		50,400
2012		61,488
2013		71,941
2014		80,574
2015		88,631
2016 and After		95,722
Total	Ps.	448,756

26. Derivative Financial Instruments.

The Group’s management of financial risks is carried within the limits of the policies approved by the Board of Directors in such respect. In that sense, derivatives allow, depending on market conditions, to adjust risk exposures to the established limits, thus contributing to keep such exposures within the parameters set forth by said policies. The Group plans to continue to use these instruments in the future, as long as their use is favorably assessed, in order to limit certain risk exposures.

F-41

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The derivative instruments held by the Group as of December 31, 2010 and 2009 were as follows:

					Net Book			Net Book
					Value as			Value as
			Notional		of			of
		Average	Amount as		December			December			Fair Value			Fair Value
		Weighted	of		31, 2010			31, 2009			as of			as of
		Maturity	December		Asset /			Asset /			December			December
Type of Contract	Underlying	Term	31, 2010		(Liability)			(Liability)			31, 2010			31, 2009
FORWARDS (a)
• Purchases	Foreign currency	2 months		3,341,808		(3,163	)		—			(3,163	)		—
• Sales	Foreign currency	1 months		2,393,976		1,932			—			1,932			—
FUTURES (a)
• Purchases	Interest Rate	6 months		1,140,100		—			—			—			—
• Sales	Interest Rate	4 months		780,100		—			—			—			—
FORWARDS — CLIENTS (b)
• Purchases	Foreign currency	1 months		23,598		(92	)		—			(92	)		—
• Sales	Foreign currency	6 months		117,698		3,471			1,040			3,471			1,040
FORWARD FOREIGN CURRENCY HEDGE CONTRACT (c)
• Purchases	Foreign currency	4 months		—		—			(8,060	)		—			(8,060	)
• Purchases	Foreign currency	3 months		10,000		(2,710	)		—			(2,710	)		—
• Purchases	Foreign currency	5 months		20,000		(5,120	)		—			(5,120	)		—
OPTIONS (d)
• Put option written Boden 2012 coupon	National government securities	18 months		21,680		—			—			(302	)		—
• Put option written Boden 2013 coupon	National government securities	22 months		77,063		—			—			(3,421	)		(3,997	)
INTEREST RATE SWAP (e)
• Fixed for variable interest rate	Other	9 months		60,000		—			—			—			—
• Variable for fixed interest rate	Other	11 months		78,000		—			—			—			—
SWAPS WITH CUSTOMERS (f)
• Variable for fixed interest rate	Other	10 months		40,000		—			—			—			—

(*)	As of December 31, 2010 and 2009, the amounts correspond to sales as well as purchases.
(a)	These transactions are made through recognized exchange markets, such as Mercado Abierto Electrónico (MAE) and Mercado a Término de Rosario (ROFEX).

The general settlement method for these transactions does not require delivery of the traded underlying asset. Rather, settlement is carried on a daily basis for the difference, if any, between the closing price of the underlying asset and the closing price or value of the underlying asset corresponding to the previous day, the difference in price being charged to income.

F-42

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of December 31, 2010 there are pending purchases-sales forwards transactions amounts to Ps.(3,163) and Ps.1,932, respectively. As of December 31, 2010 and 2009, there are not pending amounts recorded for purchases-sales futures transactions.

(b)	These transactions have been conducted directly with customers. The Group records under “Other Receivables from Financial Brokerage” and / or “Other Liabilities Resulting from Financial Brokerage”, as the case may be, the difference between the agreed foreign currency exchange rate and such exchange rate at the end of the year according with the future prices published by Rofex.
(c)	The Group entered into forward foreign currency hedge contracts, aimed to hedge the risk associated with the exchange rate exposure of financial debt designated in U.S. Dollars.

On May 31, 2010, the contract entered into in fiscal year 2009 was settled, recording a Ps.(10,329) loss, which was charged to Income for the fiscal year.

The settlement of the outstanding transactions at the settlement date shall be carried without the physical delivery of the currency. That is to say, it shall be by compensation or difference between the spot exchange rate for settlement and the forward exchange rate.

(d) As established by Decree 1836/02 and Argentine Central Bank regulations, in connection with the second exchange offered by the government to exchange restructured deposits for government bonds, the Bank granted an option to sell coupons to the holders of restructured deposits certificates who had opted to receive Boden 2013 Bonds and Boden 2012 Bonds in exchange for their certificates.

The exercise price will be equal to that resulting from converting to pesos the face value of each coupon in U.S. dollars at a rate of Ps.1.40 per U.S. dollar adjusted by applying the CER, which arises from comparing the index at February 3, 2002 to that corresponding to the due date of the coupon. That value shall in no case exceed the principal and interest amounts in pesos resulting from applying the face value of the coupon in U.S. dollars at the buying exchange rate quoted by Banco de la Nación Argentina (Banco Nación) on the payment date of that coupon.

As of December 31, 2010 and 2009, the options bought and sold were recorded at their exercise price in memorandum accounts. The premiums collected and/or paid have been accrued on a straight-line basis over the life of the contract.

(e) These transactions are conducted within the environment created by the MAE, and the settlement thereof is carried out on a monthly basis, in pesos, for the difference between the cash flows calculated using a variable rate (Badlar for time deposits of 30 to 35 days of private banks) and the cash flows calculated using a fixed rate, or vice versa, on the notional value traded, the difference in price being charged to income.

In case accrued balances pending settlement exist, they are recorded under “Other Receivables from Financial Brokerage” and/or “Other Liabilities Resulting from Financial Brokerage”, as the case may be.

As of December 31, 2010, there are not pending amounts recorded for purchases-sales futures transactions.

(f) These transactions have been conducted directly with customers pursuant to the above mentioned conditions

As of December 31, 2010, there are not pending amounts recorded for purchases-sales futures transactions.

F-43

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

27. Disclosure about Fair Value of Financial Instruments.

ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosures of estimates of fair value of financial instruments. These estimates were made at the end of December 2010 and 2009. Because many of the Bank’s financial instruments do not have a readily trading market from which to determine fair value, the disclosures are based upon estimates regarding economic and current market conditions and risk characteristics. Such estimates are subjective and involve matters of judgment and, therefore, are not precise and may not be reasonably comparable to estimates of fair value for similar instruments made by other financial institutions.

The estimated fair values do not include the value of assets and liabilities not considered financial instruments.

In order to determine the fair value, cash flows were discounted for each category or group of loans having similar characteristics, based on credit risk, guarantees and/or maturities, using rates offered for similar loans by the Bank as of December 31, 2010 and 2009, respectively.

	2010				2009
	Book Value		Fair Value		Book Value		Fair Value
Derivative activities: (see Note 26)
Assets	Ps.	5,403	Ps.	5,403	Ps.	1,040	Ps.	1,040
Liabilities		11,085		14,808		8,060		12,057
Non derivative activities:
Assets:
Cash and due from banks (1)	Ps.	5,645,571	Ps.	5,645,571	Ps.	3,696,309	Ps.	3,696,309
Government securities (2)
Trading		2,133,954		2,128,146		1,881,914		1,882,548
Without quotation		—		—		1,981,972		1,920,869
Investment		133,756		151,356		43,350		43,395
Corporate Equity Securities		10,302		10,302		13,171		13,171
Loans (3)		21,353,781		22,122,026		13,477,901		13,732,385
Others (4)		3,526,930		3,514,578		3,830,321		3,322,184
Liabilities:
Deposits (5)	Ps.	22,222,764	Ps.	20,210,974	Ps.	17,039,366	Ps.	17,047,003
Other liabilities resulting from financial
Intermediation:
Banks and international entities and Loans from Domestic Financial Institutions (6) and
Negotiable obligations (7)		3,307,905		3,307,916		3,517,579		3,359,272
Others (8)		5,542,108		5,240,036		3,731,245		3,537,588

F-44

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The following is a description of the estimating techniques applied:

(1)	Cash and due from banks: By definition, cash and due from banks are short-term and do not possess credit loss risk. The carrying values as of December 31, 2010 and 2009 are a reasonable estimate of fair value.
(2)	Government securities: Government securities held for trading purposes are carried at fair value. Holdings of investment account securities correspond to securities issued by Argentine Central Bank which fair value corresponds to their quoted market value. As of December 31, 2010 securities without quotation include Bonar 2015 Bonds. Such bonds had quoted market values and therefore their fair value where determined using the mentioned quoted market values. As of December 31, 2009 securities included Boden 2012 Bonds, Discount Bonds and Bonar 2015 Bonds. During fiscal year 2010 positions of Boden 2012 and Discount Bonds have been realized.
(3)	Loans: The fair values of loans are estimated for groups of similar characteristics, including type of loan, credit quality incorporating the credit risk factor. For floating- or adjustable-rate loans, which mature or are repriced within a short period of time, the carrying values are considered to be a reasonable estimate of fair values. For fixed-rate loans, market prices are not generally available and the fair values are estimated discounting the estimated future cash flows based on the contracted maturity of the loans. The discount rates are based on the current market rates corresponding to the applicable maturity. Where quoted market prices or estimated fair values are available, primarily for loans to refinancing countries, loans held for dispositions or sales and certain other foreign loans, the fair values are based on such market prices and estimated fair values, including secondary market prices. For nonperforming loans, the fair values are generally determined on an individual basis by discounting the estimated future cash flows and may be based on the appraisal value of underlying collateral as appropriate.
(4)	Others: Includes other receivables from financial brokerage and equity investments in other companies. A majority of the items include purchases of government securities held for investment purposes which fair value is determined by the quoted market value of the underlying government securities, mostly Bonar 2015 Bonds and Securities issued by Argentine Central Bank. This caption also include financial trusts certificates of participation which their fair value is estimated using valuation techniques to convert the future amounts to a single present amount discounted. The measurement is based on the value indicated by current market expectation about those future amounts. The estimated of the cash flows is based on the future cash flows from the securitized assets, considering the prepayments, historical loan performance, etc. Equity investments in companies where significant influence is exercised are not within the scope of ASC 825, Financial Instruments. Equity investments in other companies are carried at market value less costs to sell.
(5)	Deposits: The fair value of deposit liabilities on demand and savings account deposits is similar to its book value. The fair value of time deposits was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities.
(6)	Banks and international entities and loans from domestic financial institutions: Includes credit lines borrowed under different credit arrangements from local and foreign banks and entities. Most of them were restructured as of May 2004. As of December 2010 and 2009, when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.
(7)	Negotiable obligations: As of December 31, 2010 and 2009, the fair value of the negotiable obligations was determined based on quoted market prices and when no quoted market prices were available, the estimated fair value has been calculated by discounting the contractual cash flows of these liabilities at estimated market rates.
(8)	Others: Includes other liabilities resulting from financial brokerage. Their fair value was estimated at the expected future cash flows discounted at the estimated rates at year-end.

F-45

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

28. Situation of Banco Galicia Uruguay S.A. (in liquidation).

During fiscal year 2009, Banco Galicia Uruguay S.A. (in liquidation) wholly repaid in advance the debt restructuring plan entered into with its creditors. Therefore and having fulfilled its obligations, its shareholders have resolved, at the Shareholders’ Meeting held on June 30, 2010, to voluntarily dissolve and liquidate the company.

Furthermore, taking into consideration the financial condition and the evolution estimated in the liquidation process, shareholders decided to reduce the company’s computable capital for a value equal to US$2,069 through the voluntary redemption of shares, which was carried out on October 28, 2010.

Pursuant to current regulations, the corporate name is, as from said date, Banco Galicia Uruguay S.A. (in liquidation).

At fiscal year-end, Banco Galicia Uruguay S.A. (in liquidation)’s Shareholder’s Equity amounts to Ps.46,036.

29. Preferred Liabilities of the former Banco Almafuerte Coop. Ltdo.

As a consequence of the dissolution of former Banco Almafuerte Coop. Ltdo., the Bank assumed certain preferred liabilities corresponding to five branches of said financial institution. As a counterpart, the Bank received a Class “A” Participation Certificate of the Nues Trust Fund and has been involved in the creation of a Special Fund. Both transactions were implemented pursuant to Resolution No. 659, dated November 27, 1998, adopted by the Board of Directors of the Argentine Central Bank within the framework of Section 35 bis, section II, clauses a) and b) of the Financial Institutions Law.

On June 30, 2006, the holders of Class “A” Participation Certificates of the Nues Trust and the contributors to the Special Fund subscribed a new agreement in order to achieve the total repayment of unpaid balances corresponding to Class “A” Participation Certificates and the subsequent liquidation of the Special Fund.

On July 6, 2010, the outstanding balance of Class “A” participation certificates was fully paid and the Special Fund’s balance was partially paid, thus generating a remaining balance equal to the original contribution to the fund.

As of December 31, 2010 the Special Fund’s balance amounts to Ps.169,890. At the end of the previous fiscal year, said balance amounted to Ps.373,313 and that of the Participation Certificate amounted to Ps. 59,910.

As of December 31, 2010 the underlying assets of the Special Fund were invested in Bonar 2014 Bonds amounting to Ps.370,946. As of December 31, 2009, the underlying assets of the Nues Trust and the Special Fund were invested in cash, securities issued by the Argentine Central Bank and secured loans amounting to Ps.417,163, Ps.148,834 and Ps.506,784, respectively. As of December 31, 2010 the Bank held 45% of the Special Fund and the previous fiscal year, the Bank held 25,898% of the total certificates of participation of the Nues Trust and 45% of the Special Fund.

F-46

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

30. Financial Trusts.

a) Financial trusts with the Bank as trustee outstanding at fiscal year-end:

Estimated

Book value of securities held in

Issuance

maturity

Portfolio

own portfolio

Name

Date

date

Trustee

Trust assets

transferred

12/31/10

12/31/09

Galtrust I

10/13/00

10/10/15

First Trust of New York N.A.

Secured Bonds in Pesos at 2% due 2018 (1)

U.S. 490,224

(*)

Ps.

521,862

(**)

Ps.

584,111

Galicia

04/16/02

05/06/32

Bapro Mandatos y Negocios S.A.

National Government Bonds in Pesos at 2% due 2014 (2)

Ps.

108,000

Ps.

96,364

Ps.

79,990

Créditos Inmobiliarios Galicia II

10/12/05

12/15/25

Deustche Bank S.A.

Mortgage loans

Ps.

150,000

Ps.

721

Ps.

56,172

Galicia Personales VI

09/28/07

06/15/12

Deustche Bank S.A.

Personal loans

Ps.

108,081

—

Ps.

17,175

Galicia Personales VII

02/21/08

11/15/12

Deustche Bank S.A.

Personal loans

Ps.

150,000

Ps.

1,652

Ps.

35,216

Galicia Personales VIII

07/04/08

04/15/13

Deustche Bank S.A.

Personal loans

Ps.

187,500

—

Ps.

55,518

Totals

Ps.

620,599

Ps.

828,182

(*)	The remaining US$9,776 was transferred in cash.
(**)	Net of the allowance for impairment of value.
(1)	In exchange for loans to the Provincial Governments.
(2)	In exchange for secured loans.

b) As of December 31, 2010 and 2009, the Bank records financial trusts in own portfolio:

• Received as loan repayment for Ps.20,752 and Ps.58,662, respectively.

• Acquired as investments for Ps.140,084 and Ps.52,232, respectively.

c) BG Financial Trust

The “BG Financial Trust” was created in December 2005. The Bank transferred to the trustee (“Equity Trust Company (Argentina) S.A.”) Ps.264,426 of loans classified in category “3” in accordance with the Argentine Central Bank rules or in a lower category, for an amount, net of allowances, of Ps.91,290. The Bank received in exchange cash for an equal amount. The debt securities issued by the trust were fully subscribed by third parties. The Bank has been appointed Servicer and Collection Manager of the Trust, thus assuming a special management commitment that will enable the Bank to receive a compensation incentive equal to 55% of the excess of net cash flows, upon the occurrence of the following: (i) no later than December 31, 2009, the net cash flow effectively collected equals or exceeds the price paid for the transferred portfolio; and (ii) no later than December 31, 2012, an IRR equal to or greater than 18% is reached. In the event the two objectives of the special management commitment fail to be met, a penalty equal to the difference shall be paid to the trustee.

F-47

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of April 2008, the requirements stated in items (i) and (ii) have been fulfilled, thus the Bank became entitled to receive the compensation incentive beginning on such date.

d) Financial trusts with the companies controlled by Tarjetas Regionales S.A. as trustees outstanding at fiscal year-end:

Tarjeta Naranja S.A.

Estimated

Book value of securities

Issuance

maturity

Portfolio

held in own portfolio

Name

Date

date

Trustee

Trust assets

transferred

12/31/10

12/31/09

Tarjeta Naranja Trust VI

12/11/07

01/23/10

Equity Trust Company (Argentina) S.A.

Certain credit rights against cardholders

Ps.

150,003

—

Ps.

25,115

Tarjeta Naranja Trust VII

02/19/08

07/23/10

Equity Trust Company (Argentina) S.A.

Certain credit rights against cardholders

Ps.

142,913

—

Ps.

24,664

Tarjeta Naranja Trust VIII

08/05/08

09/20/10

Equity Trust Company (Argentina) S.A.

Certain credit rights against cardholders

Ps.

138,742

—

Ps.

47,917

Tarjeta Naranja Trust IX

12/12/08

05/20/10

Equity Trust Company (Argentina) S.A.

Certain credit rights against cardholders

Ps.

90,615

—

Ps.

24,786

Totals

—

Ps.

122,482

As of December 31, 2009, Tarjeta Naranja S.A.’s holdings of participation certificates and debt securities totaled Ps. 91,475 and Ps. 31,007, respectively. As of December 31, 2010 Tarjeta Naranja S.A. do not hold participation certificates neither debt securities.

Tarjetas Cuyanas S.A.

Estimated

Book value of securities

Issuance

maturity

Portfolio

held in own portfolio

Name

Date

date

Trustee

Trust assets

transferred

12/31/10

12/31/09

Tarjetas Cuyanas Trust V

02/04/08

03/15/10

Equity Trust Company (Argentina) S.A.

Certain credit rights against cardholders

Ps.

61,700

—

Ps.

21,637

Totals

—

Ps.

21,637

As of December 31, 2009, Tarjetas Cuyanas S.A.’s holding of participation certificates totaled Ps. 21,637, and as of December 31, 2010 Tarjetas Cuyanas S.A. do not hold participation certificates neither debt securities.

F-48

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

e) Trust Activities

• Trust contracts for purposes of guaranteeing compliance with obligations:

Purpose: in order to guarantee compliance with contractual obligations, the parties to these agreements have agreed to deliver to the Bank, amounts as fiduciary property, to be invested according to the following detail:

		Balances of
		Trust Funds		Maturity Date
Date of Contract	Trustor	Ps.		(1)
11/01/06	Peñaflor		1		12/31/11
04/10/07	Sullair		1		01/31/13
02/12/08	Sinteplast		2		01/28/13
12/21/09	Las Blondas		1		12/31/11
09/24/10	Grupo Gestión		2,031		09/30/12
	Totals		2,036

(1) These amounts shall be released monthly until settlement date of trustor obligations or maturity date, whichever occurs first.

• Financial trust contracts:

Purpose: to administer and exercise the fiduciary ownership of the trust assets until the redemption of debt securities and participation certificates:

		Balances of Trust Funds
Date of Contract	Trust	Ps.		U.S.		Maturity Date
07/13/05	Rumbo Norte I		2,301		42		07/13/11	(3)
10/12/05	Hydro I		15,126		—		09/05/17	(2)
12/05/06	Faid 2011		52,223		—		02/28/12	(3)
12/06/06	Gas I		27,039		—		12/31/11	(3)
03/02/07	Agro Nitralco		534		—		12/31/11	(3)
09/05/07	Saturno VII		123		—		12/31/11	(3)
11/22/07	Radio Sapienza VI		51		—		06/30/11	(3)
05/06/08	Agro Nitralco II		15,165		—		12/31/11	(3)
05/14/09	Gas II		2,371,093		—		05/31/14	(3)
08/31/10	Sursem I		17,119		—		09/30/11	(3)
	Totals		2,500,774		42

(2)	These amounts shall be released monthly until redemption of debt securities.
(3)	Estimated date, since maturity date shall occur at the time of the distribution of all of trust assets.

31. Segment Reporting.

The Group has disclosed its segment information in accordance with the “Disclosures about Segments of an Enterprise and Related Information” ASC 280-10. Operating segments are defined as components of an enterprise about which separate financial information is available and which is regularly reviewed by the Board of Directors in deciding how to allocate resources and in assessing performance. Reportable segments consist of one or more operating segments with similar economic characteristics, distribution systems and regulatory environments. The information provided for Segment Reporting is based on internal reports used by management.

F-49

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The Group measures the performance of each of its business segments primarily in terms of “Net income” in accordance with the regulatory reporting requirements of the Argentine Central Bank. Net income and other segment information are based on Argentine Banking GAAP and are consistent with the presentation of the Group’s consolidated financial statements.

The following summarizes the aggregation of Grupo Financiero Galicia’s operating segments into reportable segments:

Banking: corresponds to the results of our banking business and represents the accounts of Banco de Galicia y Buenos Aires S.A. consolidated line by line with Banco Galicia Uruguay S.A. and it subsidiaries. The results Galicia Valores S.A. Sociedad de Bolsa, and Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión, which are controlled by the Bank are shown under income from equity investments.

Regional Credit Cards: shows the results of our regional credit card and consumer finance business and represents the accounts of Tarjetas Regionales S.A. consolidated with its subsidiaries. As of December 31, 2010, Tarjetas Regionales S.A.’s main subsidiaries were Tarjeta Naranja S.A. , Tarjetas Cuyanas S.A. and Tarjetas del Mar S.A..

CFA Personal Loans: shows the results of Compañía Financiera Argentina S.A..This Company was incorporated as of June 30, 2010 in the consolidated financial statements of the Bank.

Insurance: includes the results of our insurance business and represents the accounts of Sudamericana Holding S.A. and its subsidiaries, including the results of the 12.5% interest owned by the Bank. As of December 31, 2010, Grupo Financiero Galicia S.A. maintained, through Sudamericana Holding S.A., controlling interests in Galicia Vida Compañía de Seguros S.A., Galicia Retiro Compañía de Seguros S.A. and Sudamericana Asesores de Seguros S.A..

Other Grupo Businesses: shows the results of Galicia Warrants S.A., Net Investment S.A. (in both cases, including the 12.5% interest of the Bank), Galval Agente de Valores S.A. and GV Mandataria de Valores S.A..

The column “Adjustments” comprises (i) intercompany transactions between us and our consolidated subsidiaries and among these companies, if corresponding, which are eliminated in our consolidated income statement; (ii) adjustments to compensate for not showing the results of Galicia Valores S.A. Sociedad de Bolsa, Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión consolidated line by line with Banco Galicia but as income from equity investments, while in our consolidated financial statements, the accounts of these companies are shown line by line; (iii) the results corresponding to Non-controlling interests in the Bank and (iv) all of our stand alone income and expenses, including goodwill amortization, different from income from our interests in our subsidiaries.

F-50

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

							CFA
				Regional			Personal						Other Grupo’s						Consolidated
In Pesos Thousands	Banking			Credit Cards			Loans			Insurance			Businesses			Adjustments			Total
Year ended December 31, 2010
Net Financial Income		1,427,982			503,385			282,021			28,656			(738	)		(37,861	)		2,203,445
Net Income from Services		880,591			1,040,109			25,902			—			12,835			(177,560	)		1,781,877
Net Operating Revenue		2,308,573			1,543,494			307,923			28,656			12,097			(215,421	)		3,985,322
Provisions for Loan Losses		307,240			199,461			44,823			—			—			—			551,524
Administrative Expenses		1,693,034			905,035			159,165			56,188			17,351			14,541			2,845,314
Net Operating Income		308,299			438,998			103,935			(27,532	)		(5,254	)		(229,962	)		588,484
Income from Equity Investment
Tarjetas Regionales SA		270,494			—						—			—			(270,494	)		—
Compañía Financiera Argentina SA		133,277			—			—			—			—			(133,277	)		—
Sudamericana		4,023			—			—			—			—			(4,023	)		—
Others		13,665			—			—			—			—			48,389			62,054
Other Income (Loss)		(260,624	)		101,716			37,473			75,102			4,602			162,618			120,887
Non-controlling interests		—			(78,417	)		—			—			—			(25,916	)		(104,333	)
Pre-tax Income		469,134			462,297			141,408			47,570			(652	)		(452,665	)		667,092
Income tax provision		—			191,803			51,195			16,269			1,303			(2,379	)		258,191
Net Income		469,134			270,494			90,213			31,301			(1,955	)		(450,286	)		408,901
Net Income as a % of Grupo Financiero Galicia’s Net Income		115	%		66	%		22	%		8	%		(1	)%		—			—
Average:
Private Loans		12,818,609			3,341,756			640,405			—			—			2			16,800,722
Deposits		18,111,998			—			116,499			—			—			(13,095	)		18,215,402
End of Period:
Assets		30,212,422			4,888,094			1,754,255			293,886			37,810			(1,478,404	)		35,708,063
Equity		2,595,660			812,252			787,460			105,102			22,599			(1,853,573	)		2,469,500

F-51

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

				Regional						Other Grupo						Consolidated
In Pesos Thousands	Banking			Credit Cards			Insurance			Businesses			Adjustments			Total
Year ended December 31, 2009
Net Financial Income		1,144,226			375,491			28,543			(1,931	)		(1,151	)		1,545,178
Net Income from Services		727,855			736,985			—			12,485			(166,405	)		1,310,920
Net Operating Revenue		1,872,081			1,112,476			28,543			10,554			(167,556	)		2,856,098
Provisions for Loan Losses		388,665			250,840			—			—			—			639,505
Administrative Expenses		1,321,785			621,865			42,984			19,255			23,240			2,029,129
Net Operating Income		161,631			239,771			(14,441	)		(8,701	)		(190,796	)		187,464
Income from Equity Investment
Tarjetas Regionales SA		133,028			—			—			—			(133,028	)		—
Sudamericana		3,352			—			—			—			(3,352	)		—
Others		13,139			—			—			—			(1,792	)		11,347
Other Income (Loss)		(139,303	)		54,966			55,327			15,629			246,349			232,968
Non-controlling interests		—			(32,642	)		—			—			(13,870	)		(46,512	)
Pre-tax Income		171,847			262,095			40,886			6,928			(96,489	)		385,267
Income tax provision					129,067			14,153			4,576			8,196			155,992
Net Income		171,847			133,028			26,733			2,352			(104,685	)		229,275
Net Income as a % of Grupo Financiero Galicia’s Net Income		75	%		58	%		12	%		1	%		—			—
Average:
Private Loans		8,959,360			2,402,489			—			—			(18,215	)		11,343,634
Deposits		14,765,933			—			—			—			(7,376	)		14,758,557
End of Period:
Assets		27,224,687			3,365,737			260,694			39,209			(3,287,961	)		27,602,366
Equity		2,126,522			586,757			90,801			21,854			(773,395	)		2,052,539

F-52

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

				Regional						Other Grupo						Consolidated
In Pesos thousand	Banking			Credit Cards			Insurance			Businesses			Adjustments			Total
Year ended December 31, 2008
Net Financial Income		847,282			296,156			20,156			(80	)		(25,182	)		1,138,332
Net Income from Services		654,952			571,829			—			12,897			(51,810	)		1,187,868
Net Operating Revenue		1,502,234			867,985			20,156			12,817			(76,992	)		2,326,200
Provisions for Loan Losses		214,948			180,441			—			—			—			395,389
Administrative Expenses		1,166,476			554,451			29,963			13,463			16,725			1,781,078
Net Operating Income		120,810			133,093			(9,807	)		(646	)		(93,717	)		149,733
Income from Equity Investment
Tarjetas Regionales SA		76,436			—			—			—			(76,436	)		—
Sudamericana		2,866			—			—			—			(2,866	)		—
Others		58,164			—			—			—			(1,400	)		56,764
Other Income (Loss)		(63,014	)		45,242			43,506			2,104			52,310			80,148
Non-controlling interests		—			(20,646	)		—			—			(15,166	)		(35,812	)
Pre-tax Income		195,262			157,689			33,699			1,458			(137,275	)		250,833
Income tax provision		—			81,253			11,140			1,328			(19,707	)		74,014
Net Income		195,262			76,436			22,559			130			(117,568	)		176,819
Net Income as a % of Grupo Financiero Galicia’s Net Income		110	%		43	%		13	%		—	%		—			—
Average:
Loans		8,707,477			2,104,993			—			—			—			10,812,470
Deposits		13,199,000			—			—			—			(7,712	)		13,191,288
End of Period:
Assets		24,439,812			2,763,843			227,719			22,552			(2,718,136	)		24,735,790
Equity		1,954,666			453,728			77,065			8,641			(648,355	)		1,845,745

F-53

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

32. Agreement for the purchases of shares

The Argentine Central Bank’s Board of Directors, through Resolution No. 124 dated June 7, 2010, authorized the Bank to purchase 95% of the shares belonging to the following companies: Compañía Financiera Argentina S.A., Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.). Furthermore, through the above-mentioned resolution the Argentine Central Bank authorized the subsidiary Tarjetas Regionales S.A. to purchase the remaining 5% of the shares belonging to said companies.

On August 31, 2010, through Resolution No. 299, the Argentine Commission of Competence Defense (Comisión Nacional de Defensa de la Competencia) authorized the above-mentioned purchase and sale transaction, what was informed to the Bank on September 1, 2010.

The total purchase price paid amounted to Ps.328,279 for Compañía Financiera Argentina, Ps.835 for Cobranzas y Servicios S.A. and Ps.4,809 for Procesadora Regional S.A. (former Universal Processing Center S.A.).

Pursuant to the Argentine Central Bank regulations, and due to the difference between the acquisition cost and the value of assets and liabilities purchased as of June 30, 2010, valued in line with those that belong to the Group, a negative goodwill amounting to Ps.500,608 was recorded by Compañía Financiera Argentina S.A. and a negative goodwill of Ps.16,764 was recorded by Cobranzas y Servicios S.A., both of which were recorded in caption Liabilities-Provisions. As of December 31, 2010 such balances amounted to Ps. 446,054, and Ps. 19,580 respectively. With regard to Procesadora Regional S.A. (former Universal Processing Center S.A.), a positive goodwill amounting to Ps.4,049 was recorded under Intangible Assets — Goodwill.

The negative goodwill is charged to Income on a straight-line basis during 60 months, pursuant to the Argentine Central Bank regulations in that regard.

The table below presents a condensed balance sheet of the mentioned companies according to their financial statements (without adjustments and consolidating eliminations), as of December 31, 2010:

• Balance Sheet:

	Compañía				Procesadora
	Financiera		Cobranzas		Regional
	Argentina		y Servicios		S.A.
	12/31/2010		12/31/2010		12/31/2010
Cash and due from banks		69,280		309		424
Government and corporate securities		211,787		—		—
Loans and Trade receivables		1,192,815		—		—
Other receivables resulting from financial brokerage		187,736		19,115		1,708
Other assets		66,142		2,297		2,642
Total Assets		1,727,760		21,721		4,774
Deposits		385,324		—		—
Other liabilities resulting from financial brokerage		435,107		—		2
Provisions		8,150		—		—
Other liabilities		130,455		3,405		4,352
Total Liabilities		959,036		3,405		4,354
Shareholder’s Equity		768,724		18,316		420
Total Liabilities and Shareholder’s Equity		1,727,760		21,721		4,774

F-54

Additional business combination disclosure as required by ASC 805-10-50-2 (h)

The table below presents unaudited condensed income statement data under Argentine Banking GAAP of the CFA Group for the six-month period ending December 31, 2010, which represents the results of CFA Group since the acquisition date included in Grupo Financiero Galicia’s consolidated income statement for the year ended December 31, 2010.

	Condensed income statement of the CFA Group
	for the six-month period ending December 31,
	2010
Net financial income		282,021
Net Income from services		25,902
Net operating revenue		307,923
Provisions for loan losses		(44,823	)
Administrative expenses		(159,165	)
Net operating income		103,935
Other income loss		37,473
Non-controlling interest		—
Pre-tax income		141,408
Income tax provision		(51,195	)
Net Income		90,213

The table below presents the unaudited pro forma condensed consolidated income statement for the year ended December 31, 2010 which give effect to Grupo Financiero Galicia’s acquisition of the CFA Group as if it had occurred on January 1, 2010.

The unaudited pro forma condensed consolidated income statement presented below is derived from the historical financial statements of the CFA Group and Grupo Financiero Galicia in accordance with Argentine Banking GAAP. Such unaudited pro forma consolidated financial information does not include eliminations related to transactions between Grupo Financerio Galicia and the CFA Group, the anticipated realization of cost savings from any operating efficiencies, synergies or restructurings resulting from the integration of the CFA Group.

Grupo Financiero Galicia believes that the assumptions used to derive the unaudited pro forma condensed consolidated income statement are reasonable given the information available; however, such assumptions are subject to change, and the effect of any such change could be material. The unaudited pro forma condensed consolidated income statement has been provided for information purposes only and is not necessarily indicative of the financial condition or results of operations that would have been achieved had the transaction actually been completed on the dates indicated and do not purport to be indicative of results of operations at any future date or for any future period.

Information related to the CFA Group under U.S. GAAP prior to the date of the acquisition of the CFA Group by Grupo Financiero Galicia is not available and therefore, the disclosure required by ASC 805-10-50-2(h) is impracticable.

	Unaudited pro-forma condensed
	income statement of Grupo			Unaudited pro-forma condensed
	Financiero Galicia for the twelve-			income statement Grupo Financiero
	month period ending December 31,			Galicia for the twelve-month period
	2010			ending December 31, 2009
Net financial income		2,453,977			1,918,615
Net Income from services		1,807,430			1,351,678
Net operating revenue		4,261,407			3,270,293
Provisions for loan losses		(681,602	)		(791,689	)
Administrative expenses		(2,999,289	)		(2,269,451	)
Net operating income		580,516			209,153
Other income		194,764			273,057
Non-controlling interest		(104,333	)		(155,992	)
Pre-tax income		670,947			326,218
Income tax provision		(283,428	)		(65,871	)
Net Income		387,519			260,347

F-55

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

33. Differences between the Argentine Central Bank’s regulations and Argentine GAAP in the Autonomous City of Buenos Aires.

The main differences between the Argentine Central Bank’s regulations and Argentine GAAP are detailed below:

Boden 2012 Bonds

As of December 31, 2009 these securities were recorded at face value and increased on the basis of interest accrued under the relative terms and conditions. Under Argentine GAAP these securities should have been value at fair value with the resulting gain or loss reflected in the income statement.

Had such bonds recorded under the abovementioned captions been valued at fair value, the Group’s equity would have been reduced by approximately Ps.175,818 as of December 31, 2009.

During this fiscal year, the position of these bonds, has been sold.

The same criterion was applied to holdings of such bonds used in repo transactions recorded under “Other Receivables Resulting from Financial Brokerage” and “Miscellaneous Receivables”.

Bonar 2015 Bonds

As of December 31, 2009 these bonds have been valued at their acquisition cost increased by the accrual of their internal rate or return (IRR). Under Argentine GAAP these securities should have been marked to market with the resulting gain or loss reflected in the income statement. Had such bonds been valued at market price, the Group’s equity would have been increased by approximately Ps.317,596 as of December 31, 2009.

These holdings amounted to a face value of Ps.746,178 as of December 31, 2009, which total Ps.323,744 (in January 2010, the amount of face value Ps.627,178 were recognized in investment accounts).

During this fiscal year, the position of these securities has been realized.

Bonar 2015 Bonds in Investment Accounts

In January 2010, Bonar 2015 with a face value of Ps.668,178 were recorded in this item, from which face value Ps.627,178 were valued at their acquisition cost increased according to the internal rate of return (I.R.R.) and face value Ps.41,000 were valued at fair values as of the previous fiscal year-end. Holdings of these securities are valued at their acquisition cost at the closing of operations on the day before they were recognized. Consequently, the recognition of face value Ps.627,178 generated income for Ps.240,624.

As of December 31, 2010, these holdings have been valued at their acquisition cost increased on an exponential basis according to their I.R.R. The same criterion was applied to holdings of such bonds used in reverse repo transactions. Under Argentine GAAP these securities should be valued at market price, the Bank’s Shareholders’ Equity would have been increased by Ps.84,496 as of December 31, 2010.

Discount Bonds and GDP-Linked Negotiable Securities

As of December 31, 2009 the securities received have been recorded at the lowest of the total future nominal cash payments up to maturity specified by the terms and conditions of the new securities, and the carrying value of the securities tendered as of March 17, 2005, net of the financial services received.

F-56

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Pursuant to Argentine GAAP, these assets must have been valued separately and at their fair valur, less estimated selling costs. Had these securities been valued at fair value, as of December 31, 2009 the Group’s shareholders’ equity would have been reduced by approximately Ps.284,111.

During this fiscal year, the position of these bonds has been realized by the Group.

Accounting disclosure of effects generated by court decisions on deposits

As of December 31, 2009, the Group carried assets of Ps.259,053 under “Intangible Assets — Organization and Development Expenses”, for the residual value of the differences resulting from compliance with court decisions on reimbursement of deposits within the framework of Law No. 25,561, Decree No. 214/02 and complementary regulations. Under Argentine GAAP, such assets may be recorded as a receivable and its valuation should be based upon the best estimate of the recoverable amounts.

As of December 31, 2010 this item has been fully amortized.

Conversion of financial statements

The conversion into pesos of the financial statements of the foreign branches and subsidiaries for the purpose of their consolidation with Banco Galicia’s financial statements, made in accordance with Argentine Central Bank regulations differ from Argentine GAAP (Technical Pronouncement No. 18). Argentine GAAP requires that:

a) The measurements in the financial statements that are stated in fiscal year-end foreign currency (current values, recoverable values) be converted into pesos at the balance sheet date exchange rate; and

b) The measurements that are stated in foreign currency of periods predating the closing date (for example: those which represent historical costs, income, expenses) in the financial statements be converted into pesos at the pertinent historical exchange rates, restated at fiscal year-end currency due to the application of Technical Pronouncement No. 17. Quotation differences arising from conversion of the financial statements are treated as financial income or losses, as the case may be.

The application of this criterion instead of that mentioned in Note 2.2 does not have a significant impact on the Group’s financial statements.

Allowance for loan losses — Non-financial public sector

Current Argentine Central Bank regulations on the establishment of allowances provide that receivables from the public sector are not subject to allowances for uncollectibility risk. Under Argentine GAAP, those allowances must be estimated based on the recoverability risk of those assets.

Negative Goodwill

As of December 31, 2010, the Bank and Tarjetas Regionales S. A. have recorded a negative goodwill (net of the accumulated amortizations) for Ps.446,054 and Ps.19,580, respectively, thus regularizing the equity investments. This negative goodwill stems from the difference between the acquisition cost paid by the companies Compañía Financiera Argentina S.A. and Cobranzas y Servicios S.A. and their equity method value estimated at the time of the purchase.

Pursuant to the Argentine Central Bank regulations, the negative goodwill has to be charged to Income with regard to the causes that have originated it, not to exceed a 60-month straight-line method amortization. Pursuant to Argentine GAAP, the negative goodwill that is not related to expenses estimations or estimated future losses should be recognized as a gain at the time of the purchase.

F-57

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Accounting for income tax according to the deferred tax method

The Bank determines the Income Tax charge by applying the statutory tax rate to the estimated taxable income, without considering the effect of any temporary differences between accounting and tax results.

Under Argentine GAAP, income tax must be recognized using the deferred tax method and, therefore, deferred tax assets or liabilities must be established based on the aforementioned temporary differences. In addition, unused tax loss carryforwards or fiscal credits that may be offset against future taxable income should be recognized as deferred assets, provided that taxable income is likely to be generated.

Adoption of the International Financial Reporting Standards by the National Securities Commission

The international financial reporting standards adopted by the National Securities Commission (C.N.V.) are not applicable to Banco de Galicia y Buenos Aires S.A., Galicia Seguros S.A. and Galicia Retiro S.A.. This is due to the fact that the C.N.V. holds the position to accept accounting criteria set forth by other regulatory or control bodies, such as those established by the Argentine Central Bank for the companies included in the Financial Institutions Law and those established by the Argentine Superintendency of Insurance for insurance companies.

The application of such standards shall be compulsory for Grupo Financiero Galicia S.A. as from the fiscal year commenced on January 1, 2012. The Board of Directors approved the specific implementation plan on April 28, 2010. At the date of these financial statements, the Group is assessing the effects of the adoption of the financial reporting standards may have, which mainly affect the presentation of the Company’s consolidated financial information. In this respect, the Company is working on the information models required by such accounting standards, both for annual and interim reporting information. The main changes will affect (i) the reporting of the consolidated financial statements as main financial statements, (ii) the amendment of information to be included in the Notes to the financial statements, such as the classification of financial instruments, the level of importance of estimates made, and the disclosure of qualitative and quantitative aspects related to the management of financial risks, and (iii) the reconciliation of information by segments, among other aspects related to the presentation of information.

Tarjeta Naranja S.A. and Tarjetas Cuyanas S.A., institutions which are both included in the public offering system because of their Negotiable Obligations pursuant to Law No.17811, are under the scope of General Resolution No. 562 issued in December 2009 by the C.N.V. related to the adoption of the international financial reporting standards. The effective date of the resolution’s application will be January 1, 2012. Therefore, the companies started with the instruction of their management divisions to develop both integral conversion projects in order to comply with the mentioned resolution.

At the date of these financial statements, these companies are assessing some of the effects the adoption of these accounting standards will have, which mainly include: The valuation of receivables from sales, allowances for loan losses and the recording of income, as well as specific requirements for these companies’ presentation of financial information.

The adoption of the international financial reporting standards is not mandatory for the rest of the companies controlled by the Group, either directly or indirectly. However, these companies’ Board of Directors have decided to introduce the described change in regulations as from January 1, 2012, for consolidation purposes with Grupo Financiero Galicia’s financial statements.

F-58

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

34. Subsequent events

Grupo Financiero Galicia

On April 27, 2011, our shareholders held a shareholders’ meeting during which they approved the payment of dividends in cash in the amount of Ps.24.8 million which represents 2% with regard to 1,241,407,017 Class “A” and “B” ordinary shares with a face value of Ps.1 each.

Banco Galicia

After the end of the fiscal year ended December 31, 2010, the Bank made the decision to partially redeem the capitalized interest corresponding to its subordinated negotiable obligations due 2019 (5% annual interest, payable semiannually), which had accrued from January 1, 2004, to December 31, 2010, and was originally scheduled to be paid on January 1, 2014. The cash payment took place on February 22, 2011, and represented 41.30% of face value. In addition, this payment included the 11% annual interest accrued and unpaid from January 1, 2011 to February 21, 2011 on the amount being redeemed, equivalent to 0.64% of face value. After this payment, for a total principal amount of US$90.1 million, the outstanding principal amount of such subordinated negotiable obligations amounts to US$218.2 million.

During the shareholders’ meeting of Banco Galicia held on April 27, 2011, the Bank’s shareholders approved the proposal of its board of directors in connection with the payment of a cash dividend for Ps.100.1 million. This proposal was previously authorized by the Superintendency, required by regulations in force established by the Argentine Central Bank. From said dividend, the personal asset tax corresponding to fiscal year 2010 will be withheld, at the appropriate time.

On May 4, 2011, the Bank issued its class I negotiable obligations, within its global short-term, medium-term and/or long-term note program, for an outstanding face value at any time of up to US$342.5 million, or the equivalent amount in other currencies. The amount issued was US$300.0 million. The aggregate principal amount will mature on May 4, 2018. The notes will bear 8.75% interest per annum, which will be payable semi-annually, commencing on November 4, 2011.

Tarjetas Regionales

On January 28, 2011, Tarjeta Naranja S.A. issued US$200 million of 9.0% senior unsecured notes due 2017 pursuant to Rule 144A/Regulation S of the Securities Act of 1933. Tarjeta Naranja S.A. plans to use these funds for working capital and to finance its business expansion.

On April 15, 2011, Tarjetas Cuyanas issued its class IV negotiable obligations, within its global short-term, medium-term and/or long-term note program, for an outstanding face value of up to US$120.0 million, or the equivalent amount in other currencies. The aggregate principal amount issued of Ps.50 million will mature on January 10, 2012. The notes will bear a floating interest rate equal to the simple arithmetic average of the private BADLAR plus 2.85%, which will be payable on July 14, 2011, on October 12, 2011 and on January 10, 2012.

Compañía Financiera Argentina

On January 27, 2011, the CNV approved an extension of CFA’s program for the issuance of ordinary short-, medium- or long-term, secured or unsecured, subordinated or non-subordinated, negotiable obligations and approved the increase of its maximum outstanding face value to up to US$250 million.

On March 28, 2011, CFA issued its class III negotiable obligations under its program. The amount issued of series I was Ps.56.0 million, and the aggregate amount will mature on December 23, 2011. The notes will bear floating interest rate equal to the simple arithmetic average of the private BADLAR plus 3.26%, which will be payable on June 26, 2011, September 24, 2011 and on the date of maturity.

F-59

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The amount issued of series II was Ps.44.0 million, and will be amortized in three installments, on June 28, 2012 (33.33%), on September 28, 2012 (33.33%) and on December 28, 2012 (33.34%). The notes will bear a floating interest rate equal to the simple arithmetic average of the private BADLAR plus 4.08%, which will be payable quarterly, commencing on June 28, 2011 and until December 28, 2012.

On April 20, 2011, distribution of a cash dividend for Ps.55.6 million was approved at CFA’s shareholders’ meeting.

35. Summary of Significant Differences between Argentine Central Bank Rules and United States Accounting Principles.

The following is a description of the significant differences between Argentine Banking GAAP and the generally accepted accounting principles in the United States (“U.S. GAAP”).

a. Income tax

Argentine Central Bank regulations do not require the recognition of deferred tax assets and liabilities and, therefore, income taxes for Banco Galicia and CFA are recognized on the basis of amounts due in accordance with Argentine tax regulations. However, Grupo Galicia and Grupo Galicia’s non-bank subsidiaries apply the deferred income tax method. As a result, Grupo Galicia and its non-banking subsidiaries have recognized a deferred tax asset as of December 31, 2010 and 2009.

For the purposes of U.S. GAAP reporting, Grupo Galicia applies ASC 740-10 “Accounting for Income Taxes”. Under this standard, income tax is recognized based on the assets and liabilities method whereby deferred tax assets and liabilities are established for temporary differences between the financial reporting and tax basis of Grupo Galicia’s assets and liabilities. Deferred tax assets are recognized if it is more likely than not that such assets will be realized.

F-60

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Deferred tax assets (liabilities) are summarized as follows:

	December 31, 2010
	ASC 740-10
	applied to			ASC 740-10
	Argentine			applied to U.S.			U.S. GAAP
	GAAP			GAAP			Deferred Tax
	balances			adjustments			total
Deferred tax assets
Allowance for loan losses — private sector		165,836			(22,919	)		142,917
Intangible assets		997			46,766			47,763
Impairment of fixed assets and foreclosed assets		—			19,598			19,598
Debt restructuring		—			26,603			26,603
Investments		7,175			—			7,175
Liabilities		70,838			—			70,838
Others		89,128			30,970			120,098
Loss carry forward		91,840			—			91,840
Total gross deferred tax assets	Ps.	425,814		Ps.	101,018		Ps.	526,832
Deferred tax liabilities:
Allowance for loan losses — public sector		(54,514	)		—			(54,514	)
Provincial public debt		—			(27,541	)		(27,541	)
Others		(117,998	)		—			(117,998	)
Total gross deferred tax liabilities	Ps.	(172,512	)	Ps.	(27,541	)	Ps.	(200,053	)
Net deferred income tax asset before valuation allowance	Ps.	253,302		Ps.	73,477		Ps.	326,779
Valuation allowance		—			—			—
Net deferred income tax assets	Ps.	253,302		Ps.	73,477		Ps.	326,779

F-61

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31, 2009
	ASC 740-10
	applied to			ASC 740-10
	Argentine			applied to U.S.			U.S. GAAP
	GAAP			GAAP			Deferred Tax
	balances			adjustments			total
Deferred tax assets
Allowance for loan losses — private sector		175,935			(22,285	)		153,650
Compensatory Bond, Bonar Bonds, Discount Bonds and other investments		(41,792	)		49,764			7,972
Intangible assets		93,938			27,074			121,012
Compensation related to the payment of deposits		—			90,669			90,669
Impairment of fixed assets and foreclosed assets		—			20,087			20,087
Provision for contingencies		71,225			—			71,225
Debt restructuring		—			48,045			48,045
Others		84,921			33,723			118,644
Loss carry forward		93,821			—			93,821
Total gross deferred tax assets	Ps.	478,048		Ps.	247,077		Ps.	725,125
Deferred tax liabilities:
Allowance for loan losses — public sector		(25,743	)		—			(25,743	)
Others		(122,672	)		—			(122,672	)
Total gross deferred tax liabilities	Ps.	(148,415	)	Ps.	—		Ps.	(148,415	)
Net deferred income tax asset before valuation allowance	Ps.	329,633		Ps.	247,077		Ps.	576,710
Valuation allowance		—			—			—
Net deferred income tax assets	Ps.	329,633		Ps.	247,077		Ps.	576,710

The following table accounts for the difference between the actual tax provision and the amounts obtained by applying the statutory income tax rate in Argentina to income before income tax, calculated on the basis of U.S. GAAP for the fiscal years ended December 31, 2010, 2009 and 2008:

	December 31,
	2010			2009			2008
Statutory income tax rate		35	%		35	%		35	%
Tax provision computed by applying the statutory rate to the income before taxation calculated in accordance with U.S. GAAP	Ps.	965,311		Ps.	288,659		Ps.	(427,665	)
Tax exempt income		(457,189	)		564,995			92,791
Valuation allowance		—			(799,138	)		283,952
Actual tax provision under U.S. GAAP	Ps.	508,122		Ps.	54,516		Ps.	(50,922	)

The Group had a significant accumulated tax loss carryforward at December 31, 2008. Based on the analysis performed, management believed that the Group would recover only temporary differences with future taxable income. Therefore, the net operating tax loss carryforward and presumed minimum income tax was more likely than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount as of December 31, 2008.

F-62

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of December 31, 2009 based on the analysis performed, the Group believed that it was more likely that not that it would recover only the net operating tax loss carryforward and the temporary differences, with future taxable income. Therefore, presumed minimum income tax was not more likely than not to be recovered in the carryforward period and hence a valuation allowance was provided against this amount as of December 31, 2009.

As of December 31, 2010 based on the analysis performed, the Group believes that is more likely that not that it will recover the net operating tax loss carryforward, the temporary differences and the presumed minimum income tax, with future taxable income. Among other factors, the Group considered that as of the date of the issuance of these financial statements, the taxable income mainly due to the sales of national government bonds has been consumed the total tax loss carryforward. In addition, according to the taxable income projections, the Group estimated that the presumed minimum income tax will be utilized during 2011 and 2012. Therefore, no valuation allowance was provided against presumed minimum income tax.

“Accounting for Uncertainty in Income Taxes”, ASC 740-10 was issued in July 2006 and interprets FASB Statement of Financial Accounting Standards ASC 740-10. ASC 740-10 became effective for the Group on January 1, 2007 and prescribes a comprehensive model for the recognition, measurement, financial statement presentation and disclosure of uncertain tax positions taken or expected to be taken in a tax return. ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2010, there were no uncertain tax positions.

The Group classifies income tax-related interest and penalties as income taxes in the financial statements. The adoption of this pronouncement had no effect on the Group’s overall financial position or results of operations.

The following table shows the tax years open for examination as of December 31, 2010, by major tax jurisdictions in which the Group operates:

Jurisdiction	Tax year
Argentina		2006 – 2010
Uruguay		2006 – 2010

b. Commissions on loans

Under Argentine Banking GAAP, the Bank does not defer loan origination fees and costs. In accordance with U.S. GAAP under ASC 310, loan origination fees net of certain direct loan origination costs should be recognized over the life of the related loan as an adjustment of yield.

c. Intangible assets

Goodwill — Amortization and impairment

The following table summarizes the U.S. GAAP shareholders’ equity adjustments as of December 31, 2010 and 2009:

	December 31,
	2010			2009
Goodwill impairment (1)		(11,483	)		(16,649	)
Reversal of amortizations (2)		43,618			41,856
Total	Ps.	32,135		Ps.	25,207

(1) The amount mainly includes goodwill recorded on the purchase of regional credit-card companies, the acquisition of assets and liabilities of the retail division of ABN AMRO Bank and other subsidiaries are being amortized over 10 years for Argentine Banking GAAP purposes.

F-63

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

According to ASC 350-20, since June 30, 2001, goodwill is no longer amortized. Under U.S. GAAP, ASC 350 requires that goodwill should be reviewed annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and adjusted in case that an impairment is detected. As of December 31, 2010 and 2009, no impairment was recorded. As of December 31, 2008 the Group performed the impairment test of the goodwill related to the acquisition of certain loan portfolio of the ABN-AMRO Bank and an impairment loss was recognized for an amount of Ps.26,163.

(2) Goodwill being amortized for Argentine Banking GAAP purposes included goodwill previously impaired under U.S. GAAP, has been reversed for U.S. GAAP purposes.

Negative Goodwill — Compañía Financiera Argentina S.A., Cobranzas y Servicios S.A., and Procesadora Regional S.A.

The Argentine Central Bank’s Board of Directors, through Resolution No. 124 dated June 7, 2010, authorized the Bank to purchase 95% of the shares belonging to the following companies: Compañía Financiera Argentina S.A., Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.). Furthermore, through the above-mentioned resolution the Argentine Central Bank authorized the subsidiary Tarjetas Regionales S.A. to purchase the remaining 5% of the shares belonging to said companies.

On August 31, 2010, through Resolution No. 299, the Argentine Commission of Competence Defense (Comisión Nacional de Defensa de la Competencia) authorized the above-mentioned purchase and sale transaction, of which the Bank was informed on September 1, 2010.

The total purchase price paid amounted to Ps.328,279 for Compañía Financiera Argentina, Ps.835 for Cobranzas y Servicios S.A. and Ps.4,809 for Procesadora Regional S.A. (former Universal Processing Center S.A.).

F-64

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The transaction will enable the Bank to serve a greater number of customers with our current structure, to complement lines of business and to achieve greater economies of scale by additionally providing Compañía Financiera Argentina and the above mentioned companies with a more efficient financing structure and permitting its clients access to a network with a greater geographical coverage. Nevertheless, CFA is still a separated segment considering how the business is analyzed by the management.

Pursuant to Argentine Central Bank rules, and due to the difference between the acquisition cost and the estimated fair value of assets and liabilities acquired as of June 30, 2010, a negative goodwill amounting to Ps.500,608 was recorded by Compañía Financiera Argentina S.A. and a negative goodwill of Ps.16,764 was recorded by Cobranzas y Servicios S.A., both of which were recorded in caption Liabilities-Provisions. With regard to Procesadora Regional S.A. (former Universal Processing Center S.A.), a goodwill amounting to Ps.4,049 was recorded under Intangible Assets — Goodwill. The negative goodwill is subsequently charged to Income on a straight-line basis during 60 months.

As of December 31, 2010 the Group has a balance of Ps. 465,634 related to the negative goodwill.

Under U.S. GAAP, ASC 805 requires the acquisition of controlling interest of Compañía Financiera Argentina, Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.). to be accounted for as a business combination applying the purchase method, recognizing all net assets acquired at their fair value. The Group applies the following guidance:

• if the consideration transferred exceeds the fair value of assets acquired and liabilities assumed, the acquirer shall recognize goodwill as of the acquisition date, or,

• if the consideration transferred is lower than the fair value of assets acquired and liabilities assumed, the acquirer shall recognize the resulting gain in earnings on the acquisition date.

The following table summarizes the consideration transferred and the fair value of identified assets acquired and liabilities assumed at the acquisition date:

	Compañía
	Financiera			Cobranzas y			Universal
	Argentina			Servicios			Processing Center
Acquisition date	June 30, 2010			June 30, 2010			June 30, 2010
Fair value of consideration transferred:
Cash	Ps.	328,279		Ps.	835		Ps.	4,809
Total		328,279			835			4,809
Recognised amounts of identifiable assets acquired and liabilities assumed:
Cash and due from banks		61,125			522			816
Government and corporate securities		31,948			15,789			934
Loans and Trade receivables		1,138,407			3,189			—
Other receivables resulting from financial brokerage		68,842			—			—
Other assets		44,605			783			1,476
Deposits		(304,488	)		—			—
Other liabilities resulting from financial brokerage		(123,759	)		—			—
Provisions		(10,135	)		(750	)		—
Other liabilities		(77,658	)		(1,934	)		(2,466	)
Total identifiable net assets		828,887			17,599			760
Goodwill /(Negative Goodwill)	Ps.	(500,608	)	Ps.	(16,764	)	Ps.	4,049

F-65

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

These acquisitions were approved by the Argentine Central Bank on June 2010. By means of such approval, the Bank took control of the operations in these companies. Therefore, the acquisition date was considered to be June 30, 2010.

No intangible assets were identified as part of the acquisition considering the type of assets acquired (mainly consumer loans) and the profile of the deposits in these companies.

Considering that the net assets acquired were originally recorded at their estimated fair value under Argentine Banking GAAP, no adjustments for U.S. GAAP purposes were recorded in this regard. However, the negative goodwill recorded as a liability and being amortized over a 60 months period under Argentine Banking GAAP, has been fully recognized as a gain in the consolidated statement of income for U.S. GAAP purposes under the caption Miscellaneous Income.

In addition, the amortization of negative goodwill recorded under Argentine Banking GAAP has been reversed for U.S. GAAP purposes.

The tables below present the condensed income statement of the mentioned companies in accordance with Argentine Banking GAAP:

• for the fiscal year ended December 31, 2010,

• for the six-month period ended June 30, 2010, which were not included in Group’s consolidated financial statements for the year ended December 31, 2010, and

• for the six-month period ended December 31, 2010 which were the results consolidated in Group’s consolidated financial statements for the year ended December 31, 2010 considering that the acquisition date was June 30, 2010,

• Compañía Financiera Argentina

				Six mounths			Six mounths
	Fiscal year ended			period ended			period ended
	12/31/2010			06/30/2010			12/31/2010 (*)
Financial Income		618,290			292,689			325,601
Financial Expenses		(85,753	)		(42,156	)		(43,597	)
Loan Loss provisions		(174,901	)		(130,078	)		(44,823	)
Income from Services		47,631			23,674			23,957
Expenses for Services		(33,109	)		(15,314	)		(17,795	)
Administrative expenses		(276,894	)		(136,755	)		(140,139	)
Miscellaneous Income		67,472			25,649			41,823
Miscellaneous Losses		(18,191	)		(13,001	)		(5,190	)
Income Tax		(75,000	)		(25,000	)		(50,000	)
Net Income / (Loss)		69,545			(20,292	)		89,837

(*) These amounts do not include adjustments and consolidating eliminations.

F-66

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

• Cobranzas y Servicios

				Six mounths			Six mounths
	Fiscal year ended			period ended			period ended
	12/31/2010			06/30/2010			12/31/2010(*)
Financial Income		—			—			—
Financial Expenses		—			—			—
Loan Loss provisions		—			—			—
Income from Services		20,506			10,203			10,303
Expenses for Services		(664	)		(326	)		(338	)
Administrative expenses		(17,160	)		(8,268	)		(8,892	)
Miscellaneous Income		13			(826	)		839
Miscellaneous Losses		—			—			—
Income Tax		(1,195	)		—			(1,195	)
Net Income / (Loss)		1,500			783			717

(*) These amounts do not include adjustments and consolidating eliminations.

• Procesadora Regional S.A.

				Six mounths			Six mounths
	Fiscal year ended			period ended			period ended
	12/31/2010			06/30/2010			12/31/2010(*)
Financial Income		16			(1	)		17
Financial Expenses		—			—			—
Loan Loss provisions		—			—			—
Income from Services		17,635			7,531			10,104
Expenses for Services		(564	)		(235	)		(329	)
Administrative expenses		(19,086	)		(8,952	)		(10,134	)
Miscellaneous Income		2			1			1
Miscellaneous Losses		—			—			—
Income Tax		(237	)		(237	)		—
Net Income / (Loss)		(2,234	)		(1,893	)		(341	)

(*) These amounts do not include adjustments and consolidating eliminations.

Software costs

Under U.S. GAAP, ASC 850-40 defines three stages for the costs of computer software developed or obtained for internal use: the preliminary project stage, the application development stage and the post-implementation operation stage. Only the second stage costs should be capitalized. Under Argentine Banking GAAP, the Bank is to capitalize costs relating to all three of the stages of software development.

During the year ended December 31, 2010, the Bank has capitalized software costs related to the preliminary project stage and the post-implementation operation stage which were expensed as incurred for U.S. GAAP and therefore increasing the U.S. GAAP adjustment as of December 31, 2010.

F-67

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

d. Loan loss reserves

(i) Loans — Non-financial national public sector

During the fiscal year ended December 31, 2001, and as a consequence of Decree No. 1387/01, effective as of November 6, 2001, the Bank swapped part of its Argentine public-sector debt instruments, under the Promissory Note/Bond program, for secured loans.

During January 2009 the National Government offered a public debt swap, including secured loans set forth in Decree No. 1387/01 and other debt securities. Regarding such measure, the Bank took part in an exchange of National Secured Loans “DUE:2009-7%, Bond Promissory Note G+580 Mega (fixed rate)”, for other public sector assets pursuant to their market prices.

Under Argentine Banking GAAP, the Secured Loans have been valued on the basis of the highest value that arises from the difference between the present value, informed by the Argentine Central Bank, and their net book value. The latter value is the book value recorded as of January 31, 2009, increased monthly by the IRR and adjusted by the CER, net of charged financial services received. In the case these Secured Loans’ present value is lower than their book value, the monthly accrual is charged to an asset regularizing account. Such account shall be reversed by charging its balance to Income as long as such balance is higher than the positive difference existing between the present value and the net book value, as recorded in the previous fiscal year.

In accordance with U.S. GAAP, specifically ASC 310-20, satisfaction of one monetary asset (in this case a loan or debt security) by the receipt of another monetary asset (in the case a secured loan) for the creditor is generally based on the market value of the asset received in satisfaction of the debt (an extinguishment). In this particular case, the secured loan being received is substantially different in structure and in interest rates than the debt securities swapped. Therefore, the fair value of the loans was determined on the balance sheet date based on the contractual cash flows of the loan received discounted at an estimated market rate. The estimated fair value of the loan received will constitute the cost basis of the asset. Any difference between the old asset and the fair value of the new asset is recognized as a gain or loss. The difference between the cost basis and amounts expected to be collected is being amortized on an effective yield basis over the life on the loan.

As of December 31, 2009 and 2008 National secured loans amounted to thousands of US dollars 3,273 and 427, 957 (face value).

During the year ended December 31, 2010 the Bank sold its position in these loans. Therefore, as of December 31, 2010, the shareholders’ equity does not include a reconciliation item related to the above mentioned adjustment.

(ii) Loans to the non-financial private sector and residents abroad

For the purposes of analyzing our loan loss reserve under U.S. GAAP, the Bank divides the loan portfolio into performing and non-performing commercial and consumer loans.

The non-performing commercial loan portfolio is comprised of loans falling into the following classifications of the Argentine Central Bank:

• “With Problems”

• “High Risk of Insolvency”

• “Uncollectible”

F-68

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The Bank applies ASC 310-10 to all commercial loans classified as “With problems”, “High Risk of Insolvency” and “Uncollectible” or commercial loans more than 90 days past due. The Bank specifically calculates the present value of estimated cash flows for commercial loans in excess of Ps.750 and more than 90 days past due. For commercial and other loans in legal proceedings, loans in excess of Ps.750 are specifically reviewed either on a cash-flow or collateral-value basis, both considering the estimated time to settle the proceedings.

For loans that were not collateral dependent, the expected future cash flows to be received from the loans were discounted using the interest rate at each balance sheet date for variable loans. Loans that were collateral dependent, and for which there was an expectation that the loan balance would be recovered via the exercise of collateral, were valued using the fair value of the collateral. In addition, in order to assess the fair value of collateral, we discounted collateral valuations due to the extended period of time that it can take to foreclose on assets in Argentina.

To calculate the allowance required for smaller-balance impaired loans and unimpaired loans, we perform an analysis of historical losses from our consumer and performing commercial loan portfolios in order to estimate losses for U.S. GAAP purposes resulting from loan losses that had been incurred in such loan portfolios at the balance sheet date but which had not been individually identified. Loss estimates are analyzed by loan type and thus for homogeneous groups of clients. Such historical ratios are updated to incorporate the most recent data reflecting current economic conditions, industry performance trends, geographic or obligor concentrations within each portfolio segment, and any other pertinent information that may affect the estimation of the allowance for loan losses. Many factors can affect the Bank’s estimates of allowance for loan losses, including volatility of default probability, migrations and estimated loss severity. The U.S. GAAP shareholders’ equity adjustment for smaller balance impaired loans and unimpaired loans as of December 31, 2010 and 2009 amounted to Ps. (69,826) and Ps.(22,509), respectively.

With respect to the acquisition of Compañia Financiera Argentina S.A., Cobranzas y Servicios S.A. and Procesadora Regional S.A. (former Universal Processing Center S.A.) under Argentine Banking GAAP, the Bank recorded the loan portfolio acquired at fair value. However the presentation in the consolidated balance sheet was made on a gross basis, recording an outstanding amount of principal plus interest of Ps. 1,323,788 and the related allowances for loan losses of Ps. 185,381.

For U.S. GAAP purposes the fair value of the loan portfolio acquired is presented in one line item, for an amount of Ps. 1,138,407, with no amount of allowance for loan losses being recognized at the acquisition date.

a. Allowance for Credit Losses and Recorded Investments in Financial Receivables

The following table presents the allowance for loan losses and the related carrying amount of Financial Receivables for the years ended December 31, 2010 and 2009 respectively:

	As of December 31, 2010
			Commercial
	Consumer		Loan
	Loan Portfolio		Portfolio		Total
Allowance for credit losses:
Ending balance: individually evaluated for impairment		—		61,607		61,607
Ending balance: collectively evaluated for impairment		729,212		13,867		743,079
Ending Balance		729,212		75,474		804,686
Financing receivables:
Ending balance: individually evaluated for impairment		—		137,175		137,175
Ending balance: collectively evaluated for impairment		14,123,190		9,291,751		23,414,941
Ending Balance		14,123,190		9,428,926		23,552,116

F-69

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	As of December 31, 2009
	Consumer		Commercial
	Loan Portfolio		Loan Portfolio		Total
Allowance for credit losses:
Ending balance: individually evaluated for impairment		—		64,777		64,777
Ending balance: collectively evaluated for impairment		671,268		16,247		687,515
Ending Balance		671,268		81,024		752,292
Financing receivables:
Ending balance: individually evaluated for impairment		—		286,256		286,256
Ending balance: collectively evaluated for impairment		8,899,877		6,687,669		15,587,546
Ending Balance		8,899,877		6,973,925		15,873,802

b. Loan Charge-off s and recoveries

Under Argentine Banking GAAP, recoveries on previously charged-off loans are recorded directly to income and the amount of charged-off loans in excess of amounts specifically allocated is recorded as a direct charge to the income statement. The Bank does not partially charge off troubled loans until final disposition of the loan, rather, the allowance is maintained on a loan-by-loan basis for its estimated settlement value. Under U.S. GAAP, all charge off and recovery activity is recorded through the allowance for loan loss account. Further, loans are generally charged to the allowance account when all or part of the loan is considered uncollectible. In connection with loans in judicial proceedings, resolution through the judicial system may span several years. Loans in judicial proceedings, greater than three years as of December 31, 2010, 2009 and 2008, amounted to Ps.5,061, Ps.1,726 and Ps.20,800, respectively. Under U.S. GAAP these loans were completely provisioned. The Bank also classified loans, many of which are in judicial proceedings, which amounted approximately Ps.178,400, Ps.109,000 and Ps.62,000 as of December 31, 2010, 2009 and 2008, respectively, as uncollectible, although the Bank may hold preferred guarantees. Under U.S. GAAP, these loans would have been charged off. Therefore, the balance of loans and allowance for loan losses would be decreased by these amounts. The Bank’s practice does not affect the accompanying Statements of Income or Shareholders’ equity as the Bank’s reserve contemplates all losses inherent in those troubled loans.

c. Impaired Loans

ASC 310, requires a creditor to measure impairment of a loan based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. This Statement is applicable to all loans (including those restructured in a troubled debt restructuring involving amendment of terms), except large groups of smaller-balance homogenous loans that are collectively evaluated for impairment. Loans are considered impaired when, based on Management’s evaluation, a borrower will not be able to fulfill its obligation under the original loan terms.

F-70

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The following table discloses the amounts of loans considered impaired in accordance with ASC 310 updated by ASU 2010 — 20, as of December 31, 2010 and 2009:

	As of December 31, 2010
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded:
Commercial
Impaired Loans		6,147		2,956		—
With an allowance recorded:
Commercial
Impaired Loans		131,028		236,899		61,607
Total		137,175		239,855		61,607

	As of December 31, 2009
			Unpaid
	Recorded		Principal		Related
	Investment		Balance		Allowance
With no related allowance recorded:
Commercial
Impaired Loans		39,052		4,632		—
With an allowance recorded:
Commercial
Impaired Loans		247,204		149,342		64,777
Total		286,256		153,974		64,777

The average recorded investments for impaired loans were Ps. 184,855 and Ps. 185,270 for the years ended December 31, 2010 and 2009, respectively.

The interest income recognized on impairment loans amounted to Ps. 3,451, Ps. 1,667 and Ps. 831 for the years ended December 31, 2010, 2009 and 2008, respectively.

d. Non-accrual Loans

Non-Accrual loans are defined as those loans in the categories of: (a) Consumer portfolio: “Medium Risk”, “High Risk”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”, and (b) Commercial portfolio: “With problems”, “High Risk of Insolvency”, “Uncollectible”, and “Uncollectible Due to Technical Reasons”.

F-71

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The following table represents the amounts of nonaccruals, segregated by class of loans, as of December 31, 2010 and 2009, respectively:

	As of December 31,
	2010		2009
Consumer
Advances		26,586		23,599
Promissory Notes		25,030		18,201
Mortgage Loans		7,638		7,601
Personal Loans		169,018		73,178
Credit Card Loans		221,786		280,111
Other Loans		12,469		8,700
Total Consumer		462,527		411,390
Commercial
Performing Loans		—		—
Impaired Loans		135,710		274,024
Total Commercial		135,710		274,024
Total Non accrual loans		598,237		685,414

An aging analysis of past due loans, segregated by class of loans, as of December 31, 2010 and 2009 were as follows:

	As of December 31, 2010
	30-90		91-180		181-360
	Days Past		Days Past		Days Past		Greater		Total Past				Total
	Due		Due		Due		than 360		Due		Current		Financing
Consumer
Advances		7,124		7,879		10,705		8,002		33,710		203,599		237,309
Promissory Notes		3,572		5,695		9,949		9,386		28,602		789,459		818,061
Mortgage Loans		5,489		2,585		1,222		3,831		13,127		469,721		482,848
Personal Loans		91,978		63,211		86,722		19,085		260,996		3,757,871		4,018,867
Credit Cards Loans		137,370		88,265		115,653		17,868		359,156		7,994,885		8,354,041
Other Loans		3,272		5,018		3,021		4,430		15,741		196,323		212,064
Total Consumer Loans		248,805		172,653		227,272		62,602		711,332		13,411,858		14,123,190
Commercial:
Performing Loans		—		—		—		—		—		9,291,751		9,291,751
Impaired loans		—		—		16,872		112,996		129,868		7,307		137,175
Total Commercial Loans		—		—		16,872		112,996		129,868		9,299,058		9,428,926
Total		248,805		172,653		244,144		175,598		841,200		22,710,916		23,552,116

F-72

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	As of December 31, 2009
	30-90		91-180		181-360
	Days Past		Days Past		Days Past		Greater		Total Past				Total
	Due		Due		Due		than 360		Due		Current		Financing
Consumer
Advances		3,860		6,419		10,885		6,295		27,459		166,520		193,979
Promissory Notes		5,524		5,622		8,226		4,353		23,725		706,986		730,711
Mortgage Loans		6,643		1,825		1,310		4,466		14,244		463,356		477,600
Personal Loans		28,439		19,170		38,564		15,445		101,618		1,725,125		1,826,743
Credit Cards Loans		112,350		86,491		158,200		35,420		392,461		5,110,849		5,503,310
Other Loans		2,901		2,343		2,882		3,474		11,600		155,934		167,534
Total Consumer Loans		159,717		121,870		220,067		69,453		571,107		8,328,770		8,899,877
Commercial:
Performing Loans		—		—		—		—		—		6,687,669		6,687,669
Impaired loans						103,888		140,687		244,575		41,681		286,256
Total Commercial Loans		—		—		103,888		140,687		244,575		6,729,350		6,973,925
Total		159,717		121,870		323,955		210,140		815,682		15,058,120		15,873,802

Financial receivables that are past due 90 days or more do not accrue interests.

e. Credit Quality Indicators

The following tables contain the loan portfolio classification by credit quality indicator set forth by the Argentine Central Bank.

Commercial Portfolio:

Loan Classification	Description
1. Normal Situation	The debtor is widely able to meet its financial obligations, demonstrating significant cash flows, a liquid financial situation, an adequate financial structure, a timely payment record, competent management, available information in a timely, accurate manner and satisfactory internal controls. The debtor is in the upper 50% of a sector of activity that is operating properly and has good prospects.
2. With Special Follow-up	Cash flow analysis reflects that the debt may be repaid even though it is possible that the customer’s future payment ability may deteriorate without a proper follow-up.
	This category is divided into two subcategories:
	(2.a). Under Observation;
	(2.b). Under Negotiation or Refinancing Agreements.
3. With Problems	Cash flow analysis evidences problems to repay the debt, and therefore, if these problems are not solved, there may be some losses.
4. High Risk of Insolvency	Cash flow analysis evidences that repayment of the full debt is highly unlikely.
5. Uncollectible	The amounts in this category are deemed total losses. Even though these assets may be recovered under certain future circumstances, inability to make payments is evident at the date of the analysis. It includes loans to insolvent or bankrupt borrowers.

Credit quality indicators for the commercial portfolio are reviewed, at a minimum, on a annual basis.

F-73

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Consumer Portfolio:

Loan Classification	Description
1. Normal Situation	Loans with timely repayment or arrears not exceeding 31 days, both of principal and interest.
2. Low Risk	Occasional late payments, with a payment in arrears of more than 32 days and up to 90 days. A customer classified as “Normal” having been refinanced may be recategorized within this category, as long as he amortizes one principal installment (whether monthly or bimonthly) or repays 5% of principal.
3. Medium Risk	Some inability to make payments, with arrears of more than 91 days and up to 180 days. A customer classified as “Low Risk” having been refinanced may be recategorized within this category, as long as he amortizes two principal installments (whether monthly or bimonthly) or repays 5% of principal.
4. High Risk	Judicial proceedings demanding payment have been initiated or arrears of more than 180 days and up to one year. A customer classified as “Medium Risk” having been refinanced may be recategorized within this category, as long as he amortizes three principal installments (whether monthly or bimonthly) or repays 10% of principal.
5. Uncollectible	Loans to insolvent or bankrupt borrowers, or subject to judicial proceedings, with little or no possibility of collection, or with arrears in excess of one year.

Credit quality indicators for the consumer portfolio are reviewed on a monthly basis.

The following table shows the loan balances categorized by credit quality indicators for the years ended December 31, 2010 and 2009:

	As of December 31, 2010
	“1”		“2”		“3”		“4”		“5”
			With special				High risk of
	Normal		follow-up or		With problems		insolvency or
	Situation		Low Risk		or Medium Risk		High risk		Uncollectible		Total
Consumer
Advances		203,599		7,124		7,879		10,705		8,002		237,309
Promissory Notes		789,459		3,572		5,695		9,949		9,386		818,061
Mortgage Loans		469,721		5,489		2,585		1,222		3,831		482,848
Personal Loans		3,757,871		91,978		63,211		86,722		19,085		4,018,867
Credit Cards Loans		7,994,885		137,370		88,265		115,653		17,868		8,354,041
Other Loans		196,323		3,272		5,018		3,021		4,430		212,064
Total Consumer Loans		13,411,858		248,805		172,653		227,272		62,602		14,123,190
Commercial:
Performing loans		9,204,218		87,533		—		—		—		9,291,751
Impaired loans		—		1,465		53,299		78,230		4,181		137,175
Total Commercial Loans		9,204,218		88,998		53,299		78,230		4,181		9,428,926
Total Financing Receivables		22,616,076		337,803		225,952		305,502		66,783		23,552,116

F-74

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	As of December 31, 2009
	“1”		“2”		“3”		“4”		“5”
			With special				High risk of
	Normal		follow-up or		With problems		insolvency or
	Situation		Low Risk		or Medium Risk		High risk		Uncollectible		Total
Consumer
Advances		166,520		3,860		6,419		10,885		6,295		193,979
Promissory Notes		706,986		5,524		5,622		8,226		4,353		730,711
Mortgage Loans		463,356		6,643		1,825		1,310		4,466		477,600
Personal Loans		1,725,125		28,439		19,170		38,564		15,445		1,826,743
Credit Cards Loans		5,110,849		112,350		86,491		158,200		35,420		5,503,310
Other Loans		155,934		2,901		2,343		2,882		3,474		167,534
Total Consumer Loans		8,328,770		159,717		121,870		220,067		69,453		8,899,877
Commercial:
Performing loans		6,568,822		118,847		—		—		—		6,687,669
Impaired loans		6,250		5,982		97,484		170,515		6,025		286,256
Total Commercial Loans		6,575,072		124,829		97,484		170,515		6,025		6,973,925
Total Financing Receivables		14,903,842		284,546		219,354		390,582		75,478		15,873,802

As of December 31, 2010 and 2009, the total shareholders’ equity adjustment for loan impairment-private sector was as follows:

	Argentine
	Banking GAAP			U.S. GAAP		Adjustment
December 31, 2009		815,963			752,292		63,671
Variances		54,206			52,394		1,812
December 31, 2010	Ps.	870,169	(*)	Ps.	804,686	Ps.	65,483

(*) The balance does not include Ps. 185,381 of CFA allowances for loan losses as of the acquisition date.

F-75

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

e. Government securities and other investments

(i) Compensatory and Hedge bonds received and Hedge Bonds in connection with the compensation for foreign currency position and compensatory bonds received and to be received in connection with the compensation for “asymmetric pesification”.

Argentine Central Bank Communiqué “A” 3650 established the regulations necessary to implement the provisions of Decree No.905/02 in connection with the compensation of the negative effects of the conversion into pesos at different exchange rates of financial institutions’ assets and liabilities and the resulting foreign currency mismatches left in their respective balance sheets.

In order to acquire the Hedge Bond, the Bank enters into an advance with the Argentine Central Bank, with interest payable at CER plus 2%. In the case of the Hedge Bond and the related financing to be obtained from the Argentine Central Bank, the transaction to acquire the Hedge Bond was retroactive to February 3, 2002. The Bank could withdraw its request to acquire the Hedge Bond prior to approval of the Argentine Central Bank and prior to the execution of the transaction.

Under U.S. GAAP, the activity of the compensation bonds has been reflected in the income statement considering that the compensation bonds were adjusted to its market value. The activity includes (1) the effect of the exchange rate between the Argentine pesos and the U.S. dollars for the compensation bonds to be received, (2) the cancellation of certain amounts related to the disputes with the Central Bank and (3) the payments made in satisfaction to the deposits held in Uruguay, and foreign debt restructuring.

Under Argentine Banking GAAP, as of December 31, 2009 and 2008 these Bonds have been valued at their “technical value” (face value plus accrued interest and less principal amortization according to the contractual terms of the instrument). The same criterion was applied to holdings of such bonds used in repo transactions recorded under “Other Receivables Resulting from Financial Brokerage” and “Miscellaneous Receivables”.

As of December 31, 2008 and 2009, the Compensatory and Hedge Bond were considered available for sale securities for U.S. GAAP purposes and recorded at fair value with unrealized gains or losses related to changes in prices, recognized as a charge or credit to equity through other comprehensive income.

As of December 31, 2008, the amortized cost exceeded the fair value of these securities by Ps. 711,064. For U.S. GAAP purposes, the Group has recorded an other-than-temporary impairment of these securities, based on a variety of factors, including the length of time and extent to which the market value has been less than cost, and the Group’s intent and ability to hold these securities to recovery. The fair value of these securities was determined on the balance sheet date, based on their quoted market price, and constitutes the new cost basis for this investment.

During the year ended December 31, 2010, all compensatory and hedge bonds were sold. Therefore, the 2010 U.S. GAAP net income reconciliation includes the reversal of the 2009 shareholders’ equity adjustment of Ps. 175,818 plus Ps. 830,119 of gains previously recorded through other comprehensive income that are being realized and reversed through the income statement.

2010

2009

Book

Book

Value

Fair value -

Value

Fair value -

Amortized

Argentine

Book value

Shareholders’

Amortized

Argentine

Book value

Unrealized

Shareholders’

Cost U.S.

Banking

under U.S.

Unrealized

equity

Cost U.S.

Banking

under U.S.

(Loss)/

equity

GAAP

GAAP

GAAP

(Loss)/Gain

adjustment

GAAP

GAAP

GAAP

Gain

adjustment

(In thousands of Ps.)

BODEN 2012 Bonds

—

—

—

—

—

900,970

1,906,907

1,731,089

830,119

(175,818

)

F-76

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

(ii) External Notes / Discount Bonds and GDP-Linked Negotiable Securities

In January 2006, the Bank accepted the offer to exchange its External Notes, for “Discount Bonds in Pesos” and “GDP-Linked Negotiable Securities” issued under Argentine debt restructuring. The Bank received the new instrument for an original principal amount equal to 33.7% for the External Notes carrying value as of December 31, 2004.

Under Argentine Banking GAAP, the Discount Bonds and GDP — Linked Negotiable Securities have been recorded at the lower of the total future nominal cash payments up to maturity, specified by the terms and conditions of the new securities, and the carrying value of the securities tendered as of March 17, 2005, equivalent to the present value of the Bogar Bonds’ cash flows at that date.

Under Argentine Banking GAAP, as of December 31, 2009, the securities were recorded at the lowest of the total future nominal cash payments up to maturity, specified by the terms and conditions of the new securities and the carrying value of the securities tendered as of March 17, 2005. Said amount was net of charged financial services.

As of December 31, 2008 and 2009, the Discount Bonds were considered available for sale securities for U.S. GAAP purposes and recorded at fair value with the unrealized gains or losses recognized as a charge or credit to equity through other comprehensive income.

As of December 31, 2008, the amortized cost exceeded the fair value of these securities by Ps.135,749. For U.S. GAAP purposes, the Group has recorded an other-than-temporary impairment of these securities for such amount, based on a variety of factors, including the length of time and extent to which the market value has been less than cost, and the Group’s intent and ability to hold these securities to recovery.

The fair value of these securities was determined on the balance sheet date, based on their quoted market price, and constitutes the new cost basis for this investment.

The GDP-linked Negotiable Securities are considered a freestanding derivative financial instrument under ASC 815 and carried at fair value with unrealized gains or losses recognized in the income statement.

During the year ended December 31, 2010, the Discount Bonds and GDP-Linked Negotiable Securities were sold. Therefore, the 2010 U.S. GAAP net income reconciliation includes the reversal of the 2009 shareholders’ equity adjustment of Ps. 284,111 plus Ps. 132,209 of gains previously recorded through other comprehensive income that are being realized and reversed through the income statement.

2010

2009

Book

Book

Value

Fair value -

Value

Fair value -

Amortized

Argentine

Book value

Shareholders’

Amortized

Argentine

Book value

Shareholders’

Cost U.S.

Banking

under U.S.

Unrealized

equity

Cost U.S.

Banking

under U.S.

Unrealized

equity

GAAP

GAAP

GAAP

(Loss)/Gain

Adjustment

GAAP

GAAP

GAAP

(Loss)/Gain

Adjustment

(In thousands of Ps.)

Discount Bonds

—

—

—

—

—

169,915

598,601

302,124

132,209

(296,477

)

GDP linked Bonds

—

—

—

—

—

—

23,382

35,748

—

12,366

F-77

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

(iii) Bonar 2015 Bonds

The Bank exchanged National Government Bonds in Pesos at 2% due 2014 (Boden 2014 Bonds) with a face value of Ps.683,647 (recorded in the Bank’s Shareholders equity in February 2009 within the scope of an exchange transaction of National Secured Loans at market price) for Bonar 2015 Bonds with a face value of Ps.912,669.

Under Argentine Banking GAAP, the bonds related to public debt instruments subscribed, were stated in the Shareholders’ Equity at the value these exchanged securities had been recorded.

In accordance with U.S. GAAP, specifically ASC 310-20, satisfaction of one monetary asset by the receipt of another monetary asset for the creditor is generally based on the market value of the asset received in satisfaction of the debt (an extinguishment). In this particular case, the securities being received are substantially different in structure and in interest rates than the debt securities swapped. Therefore, such amounts should initially be recognized at their fair value. The estimated fair value of the securities received will constitute the cost basis of the asset. Any difference between the old asset and the fair value of the new asset is recognized as a gain or loss.

As of December 31, 2009 and 2010, the bonds have been recorded at their acquisition cost increased according to the accrual of their internal rate of return (IRR) under Argentine Banking GAAP.

Under U.S. GAAP, the BONAR 2015 bonds were considered as available for sale securities and recorded at fair value with the unrealized gains or losses recognized as a charge or credit to equity through other comprehensive income.

During the year ended December 31, 2010, the Group sold Ps.119 millions (face value) of Bonar 2015 Bonds, and therefore recognized a gain of Ps.14,219 previously recorded through other comprehensive income under U.S. GAAP.

2010

2009

Book

Book

Value

Fair Value —

Value

Fair Value —

Amortized

Argentine

Book value

Shareholders’

Amortized

Argentine

Book value

Shareholders’

Cost U.S.

Banking

under U.S.

Unrealized

equity

Cost U.S.

Banking

under U.S.

Unrealized

equity

GAAP

GAAP

GAAP

(Loss)/Gain

Adjustment

GAAP

GAAP

GAAP

(Loss)/Gain

Adjustment

(In thousands of Ps.)

Bonar 2015 Bonds

527,950

642,147

726,643

198,693

84,496

591,548

358,984

676,580

85,032

317,596

(*) Under Argentine banking GAAP, Bonar 2015 are recorded in the captions “investment securities”, “other receivable from financial brokerage” and “miscellaneous assets”.

(iv) Other investments

The following table summarizes the U.S. GAAP adjustment related to other investments, as of December 31, 2010 and 2009:

	2010							2009
			Fair Value —							Fair Value —
	Book Value		Book value		Shareholders’s			Book Value		Book value		Shareholders’s
	Argentine		under U.S.		Equity			Argentine		under U.S.		Equity
	Banking GAAP		GAAP		Adjustment			Banking GAAP		GAAP		Adjustment
	(in thousands of Ps,)
Nues Trust		—		—		—			59,909		75,483		15,574
Almafuerte Trust		169,890		166,723		(3,167	)		373,313		335,219		(38,094	)
Securities issued by BCRA		2,411,393		2,405,585		(5,808	)		1,953,676		1,953,827		151
Total		2,581,283		2,572,308		(8,975	)		2,386,898		2,364,529		(22,369	)

F-78

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Nues Trust and Almafuerte Special Fund

Under Argentine Banking GAAP, the certificate of participation of Nues Trust and Almafuerte Special Fund were accounted at the equity method.

Under U.S. GAAP, theses certificates of participation were classified as available-for-sale securities, and therefore, recognized at fair value with changes in other comprehensive income.

As of December 31, 2010 and 2009, and for U.S. GAAP purposes, the Group has determined that unrealized losses / gains on these investments are temporary in nature based on its ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery and the results of its review conducted to identify and evaluate investments that have indications of possible impairments.

Furthermore, under U.S. GAAP the Group has recorded an other-than-temporary impairment for an amount of Ps.110,715 for the year ended December 31, 2008, related to the certificate of participation in the mentioned funds, based on a variety of factors, mostly including the length of time and extent to which the market value has been less than cost and the weakening of the global and local markets condition in which the Group operates, with no immediate prospect of recovery.

On July 6, 2010, the outstanding balance of the certificate of participation of Nues Trust was fully paid.

Securities issued by BCRA

As of December 31, 2009 certain securities issued by the Argentine Central Bank were classified under Argentine Banking GAAP as Holdings in Special Investment Account and were recorded at their cost plus accrued interest determined on an exponentially basis according to their internal rate of return (IRR). Under U.S. GAAP, these securities were classified as available-for-sale and accounted for at its fair value with changes in the other comprehensive income. During the fiscal year ended December 31, 2010 these securities were sold.

As of December 31, 2010 under Argentine Banking GAAP the Group acquired securities issued by the Argentine Central Bank, which were classified under the caption “Securities issued by the Argentine Central Bank”, and recorded at their cost plus accrued interest determined on an exponentially basis according to their internal rate of return (IRR). For U.S. GAAP purposes, these securities were classified as trading and accounted for at its fair value with changes recorded in the income statement.

f. Items in process of collection

The Bank does not give accounting recognition to checks drawn on the Bank or other banks, or other items to be collected until such time as the related item clears or is accepted. Such items are recorded by the Bank in memorandum accounts. U.S. banks, however, account for such items through balance sheet clearing accounts at the time the items are presented to the Bank.

Grupo Galicia’s assets and liabilities would be increased by approximately Ps.4,524,520, Ps.3,099,320 and Ps.2,131,485 applying U.S. GAAP at December 31, 2010, 2009 and 2008, respectively.

g. Compensation related to the payment of deposits

Financial institutions have requested the Government for compensation for the losses generated from the payment of deposits pursuant to judicial orders at the free market exchange rate, which was higher than that established by the government for conversion into pesos of the financial institutions’ assets and liabilities.

F-79

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Through Communiqué “A” 3916, the Argentine Central Bank allowed the recording of an intangible asset for the difference between the amount paid by financial institutions pursuant to judicial orders and the amount resulting from the conversion into pesos of the dollar balance of the deposits reimbursed at the Ps.1.40 per U.S. dollar exchange rate (adjusted by CER and interest accrued until the date of the reimbursement). The corresponding amount must be amortized over 60 months beginning April 2003. As of December 31, 2009, the amount recorded under “Intangible Assets”, net of accumulated amortization, was Ps.259,053. During the fiscal year ended December 31, 2010, these amounts were totally amortized.

As of the date of preparation of these financial statements, the Supreme Court neither the National Government has not taken any measures to compensate for these issues.

Under U.S. GAAP, the right to obtain this compensation is not considered an asset. Therefore, the U.S. GAAP adjustment reflects the reversal of the amount capitalized under Argentine Central Bank rules. As of December 31, 2010, the shareholders’ equity does not include any reconciliation item considering the total amortization of the assets, under Argentine Central Bank rules.

h. Securitizations

The following table summarizes the adjustment for U.S. GAAP purposes related to securitization transactions as of December 31, 2010 and 2009:

	2010							2009
	Book Value		Fair Value —		U.S. GAAP			Book Value		Fair Value —		U.S. GAAP
	Argentine		Book value		Shareholders’s			Argentine		Book value		Shareholders’s
	Banking		under U.S.		Equity			Banking		under U.S.		Equity
	GAAP		GAAP		Adjustment			GAAP		GAAP		Adjustment
	(in thousands of Ps,)
Galtrust I (1)		521,862		521,862		—			584,111		211,647		(372,464	)
Financial Trust Galicia (2)		96,364		36,241		(60,123	)		79,990		28,692		(51,298	)
Others		13,491		19,482		5,991			56,458		50,940		(5,518	)
Total		631,717		577,585		(54,132	)		720,559		291,279		(429,280	)

(1) Financial trust “Galtrust I”

The financial trust “Galtrust I” was created in October 2000 in connection with the securitization of provincial loans for a total amount of Ps.1,102 million. The securitized loans were from the portfolio of loans granted to provincial governments, guaranteed by the federal tax revenues shared with the provincial governments.

During 2002, the portfolio of loans included and the related retained interest in Galtrust I were subject to the pesification. As a result the retained interest in the trust was converted into pesos at an exchange rate of 1.40 to 1 and the interest rate for their debt securities changed to CER plus 10%. During 2003, Galtrust I had swapped its provincial loans for Bogar Bonds.

Under Argentine Banking GAAP, this transaction was accounted for as sales and the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trust.

The retained interest in the trust was recorded under Argentine Central Bank rules in the “Other Receivables from Financial Brokerage”, and its balance as of December 31, 2010 and 2009, was Ps.521,863 and Ps.584,111, respectively.

As of December 31, 2010, under Argentine Banking GAAP, the Group recorded certain reserves to adjust the equity method used to account for the residual interest in the trust, at its fair value.

F-80

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

December 31, 2009 and 2008

As of December 31, 2009 and 2008, the Bank considered this transaction as a sale under U.S. GAAP, in accordance with ASC 860. Galtrust I certificate of participation retained by the Group was considered as “available for sale securities” under U.S. GAAP and the unrealized gains on this security was reported as an adjustment to shareholders’ equity through Other Comprehensive Income.

The fair value of these securities was determined on the balance sheet date, based on an internal valuation technique estimating future cash flows for this certificate of participation, discount at a present value with a rate comparable with internal rates of return of other CER adjusted bonds. Such fair value constituted the new cost basis for this investment.

As of December 31, 2009, the Group has determined that unrealized losses on these investments are temporary in nature based on its ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery and the results of its review conducted to identify and evaluate investments that have indications of possible impairments.

As of December 31, 2008 the Group has recorded an other-than-temporary impairment of these securities for an amount of Ps.357,697; based on a variety of factors, mostly including the length of time and extent to which the market value has been less than cost, and the weakening of the global and local markets condition in which the Group operates, with no immediate prospect of recovery.

December 31, 2010

Effective January 1, 2010, the Group implemented new accounting guidance provided by SFAS 166 and 167 (ASU 2009-16 and ASU 2009-17, respectively, under the new codification), which amend the accounting for transfers of financial assets and consolidation of variable interest entities (VIEs).

The new guidance eliminates the concept of qualified special purpose entities (“QSPEs”) that were previously exempt from consolidation and introduces a new framework for determining the primary beneficiary of a VIE. The primary beneficiary of a VIE is required to consolidate the assets and liabilities of the VIE. Therefore, the Group must evaluate all existing securitization trusts that formerly qualified as QSPEs to determine whether they must be consolidated in accordance with ASU 2009-17. An entity is considered a VIE if it possesses one of the following characteristics:

• Insufficient Equity Investment at Risk

• Equity lacks decision-making rights

• Equity with non-substantive voting rights

• Lacking the obligation to Absorb an Entity’s Expected Losses

• Lacking the right to receive an Entity’s expected residual returns

Under the new guidance, the primary beneficiary is the party that has both (1) the power to direct the activities of an entity that most significantly impact the VIE’s economic performance; and (2) through its interests in the VIE, the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

To assess whether the Group has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, the Group considers all facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities.

F-81

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Under ASC 810-10-65, the Group should measure the components of the newly consolidated financial trusts at their carrying amounts as of the adoption date. The Group must determine the amounts of the assets, liabilities, and non-controlling interests of the newly consolidated financial trusts, that would have been recorded in the Group’s financial statements as of January 1st 2010, as if ASU 2009-17 had been effective as of the date of the Group’s initial involvement with the financial trusts. Any difference between the net amount added (net assets of each financial trusts where the Group is primary beneficiary) from the Group’s balance sheet and the amount of any previously recognized retained interest is recognized as a cumulative-effect adjustment to retained earnings as of December 31, 2010.

For U.S. GAAP purposes, as of December 31, 2010 the trust, a formerly qualified QSPE, was considered a variable interest entity. In accordance with ASC 810, the Group was deemed to be the primary beneficiary of this trust and, therefore, the Bank reconsolidated the assets and liabilities of the mentioned trust. Upon consolidation, the Bogar Bonds were classified as available-for-sale securities and measured at fair value with changes recorded in other comprehensive income. Since the fair value of the residual interest in the trust recorded under Argentine Central Bank rules was determined based on the fair value of the Bogar Bonds, recorded as an assets in the trust, there is no difference in the measurement basis of the net assets held and recorded under Argentine Central Bank rules and the assets and liabilities recorded under U.S. GAAP. The only difference between both standards is that under U.S. GAAP, changes in the fair value of the Bogar Bonds are recorded in other comprehensive income, while under Argentine Banking GAAP, changes are recorded in the consolidated income statement.

(2) Financial Trust Galicia

Under this trust, National Government Promissory Notes in pesos at 2% due 2014 for Ps.108,000 were transferred and a Certificate of Participation and Debt Securities were received in exchange. Those National Government Promissory Notes were previously received in exchange of National Secured Loans held by the Group.

For Argentine Banking GAAP purposes, the debt securities and certificates retained by the Bank are accounted for at cost plus accrued interest for the debt securities, and the equity method is used to account for the residual interest in the trust. The cost of these securities was determined based on the book value of the Promissory Notes transferred.

This transfer was not considered a true sale for U.S. GAAP purposes, and therefore, it was recorded as a secured borrowing according with ASC 860. Therefore, the Bank recognized in its consolidated balance sheet, the Promissory Notes transferred to the financial trust.

Under U.S. GAAP, the Promissory notes were classified as loans recorded at amortized cost with the corresponding loan loss reserve, if applicable. The U.S. GAAP adjustment is related to the difference between the cost basis used under both standards. For Argentine Banking GAAP, the cost was determined based on the carrying value of National Secured Loans previously hold and exchange for the Promissory Notes, while under U.S. GAAP, the cost was determined based on the fair value of each National Secured Loans transferred in exchange of the Promissory Notes received.

BG Financial Trust

During 2005, the Group entered into a securitization transaction of commercial and consumer non-performing loans. For Argentine Banking GAAP, no assets are recognized as of December 31, 2010 and 2009 as all the debt securities and certificates of participations were subscribed by third parties. Under U.S. GAAP, this transaction was not considered a true sale and therefore it was recorded as a secured borrowing according with ASC 860.

F-82

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Additional information required by U.S. GAAP

The table below presents the aggregated assets and liabilities of the financial trusts which have been consolidated for U.S. GAAP purposes:

	December 31,		December 31,
	2010		2009
Cash and due from banks	Ps.	11,626	Ps.	15,220
Government securities		1,009,154		—
Loans (net of allowances)		—		463,742
Other assets		1,149		8,833
Total Assets	Ps.	1,021,929	Ps.	487,795
Debt Securities	Ps.	414,510	Ps.	279,583
Certificates of Participation		604,665		193,321
Other liabilities		2,754		14,891
Total Liabilities	Ps.	1,021,929	Ps.	487,795

The Group’s maximum loss exposure, which amounted to Ps. 1,021,929 and Ps. 487,795 as of December 31, 2010 and 2009, respectively is based on the unlikely events that all of the assets in the VIE’s become worthless and incorporates potential losses associated with assets recorded on the Group’s balance sheet.

• Other transfers of financial assets accounted for as sales under U.S. GAAP

As of December 31, 2009 and 2008, the Bank has entered into different securitizations as described in Note 30 to these financial statements that were accounted for as sales under Argentine Banking GAAP. The transfers of financial assets related to the creation of certain trusts were considered sales for U.S. GAAP purposes under ASC 860 and for that reason debt securities and certificates retained by the Bank are considered to be “available for sale securities” under U.S. GAAP.

The retained interests were initially recorded at an amount equal to a portion of the previous aggregate carrying amount of assets sold and retained. The portion is determinate based on the relative fair values of the assets sold and assets retained as of the date of the transfer based on their allocated book value using the relative fair value allocation method.

Subsequently, the unrealized gains (losses) on these securities are reported as an adjustment to shareholder’s equity, unless unrealized losses are deemed to be other than temporary in accordance with ASC 325-40.

The fair value of these retained interests in the trusts is determined based upon an estimate of cash flows to be collected by the Group as holder of the retained interests, discounted at an estimated market rate and will constitute the new cost basis of these securities.

The U.S. GAAP shareholder’s equity adjustment for all the transfers of financial assets described above amounted to Ps.(5,380) and Ps.(19,567) as of December 31, 2009 and 2008, respectively.

Additionally, servicing assets and/or liabilities have been analyzed by the Group concluding that the benefits of servicing are not expected to be adequate compensation. As of December 31, 2009 and 2008, servicing liabilities of Ps.138 and Ps.1,375 has been recorded for U.S. GAAP purposes, respectively.

As of December 31, 2010 these financial trusts had been liquidated. Therefore, the 2010 U.S. GAAP net income reconciliation includes de reverse of the previous year’s adjustments.

There were no restrictions on assets reported by the entity in its statement of financial position related to any transferred financial asset.

F-83

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

i. Acceptances

Under Argentine Banking GAAP, acceptances are accounted for in memorandum accounts. Under U.S. GAAP, third party liability for acceptances should be included in “Other Receivables Resulting from Financial Brokerage” representing Group customers’ liabilities on outstanding drafts or bills of exchange that have been accepted by the Group. Acceptances should be included in “Other Liabilities Resulting from Financial Brokerage” representing the Group’s liability to remit payment upon the presentation of the accepted drafts or bills of exchange.

The Group’s assets and liabilities would be increased by approximately Ps.111,744, Ps.58,904 and Ps.69,500, had U.S. GAAP been applied as of December 31, 2010, 2009 and 2008, respectively.

j. Impairment of real estate properties and foreclosed assets

Under Argentine Banking GAAP, real estate properties and foreclosed assets are carried at cost adjusted by depreciation over the life of the assets. In accordance with ASC 360-10 “Impairment of Long-lived Assets”, such assets are additionally subject to: recognition of an impairment loss if the carrying amounts of those assets are not recoverable from their undiscounted cash flows and an impairment loss measured as the difference between the carrying amount and fair value of the assets.

The Group evaluates potential impairment loss relating to long-lived assets by comparing their carrying amounts with the undiscounted future expected cash flows generated by the assets over the remaining life of the assets. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the assets. Testing whether an asset is impaired and measuring the impairment loss is performed for asset groupings at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In 2002, the Group determined that the uncertainty of the Argentine economic situation had a significant impact on the recoverability of its long-live assets and evaluated its properties for impairment. An impairment loss was recorded in 2002.

Foreclosed assets are carried at the lower of cost and market. In 2002, the Group recorded a valuation allowance reflecting a decrease in the market values of its foreclosed properties.

In 2010 and 2009, no additional impairment was recorded in real estate properties and foreclosed assets. The Argentine Banking GAAP amortizations for 2010 and 2009 of the assets impaired in 2002 have been reversed for U.S. GAAP purposes.

k. Equity investments in other companies

Under Argentine Banking GAAP, the equity investments in companies where significant influence exists are accounted for under the equity method. The remaining investments have been accounted for under the cost method, taking their equity method value as a limit in book value.

In addition, for U.S. GAAP purposes, under ASC 320, the Group should determine if any factors are present that might indicate the fair value of the investment has been negatively impacted during the fiscal year. If it is determined that the fair value of an investment is less than the related company’s value, an impairment of the investment must be recognized.

F-84

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As of December 31, 2010 and 2009, the group concluded that the carrying amount of certain investments would not be recoverable and therefore an impairment loss was recorded for U.S. GAAP purposes.

l. Financial Guarantees

Exchange of deposits with the financial system II — Written Options.

Pursuant to the decree 1836/02 and the Argentine Central Bank Communiqué “A” 3828, the Bank entered into an exchange offer to exchange restructured deposit certificates (“CEDROS”) for Boden 2012 Bonds and Boden 2013 Bonds. The Boden Bonds offered to the holders of CEDROS are unsecured government bonds denominated in U.S. dollars. As a part of the restructuring, the Bank granted an option to sell coupons to the holders of restructured deposits certificates who had opted to receive Boden 2013 Bonds and Boden 2012 Bonds in exchange for their certificates.

The exercise price will be equal to that resulting from converting to pesos the face value of each coupon in U.S. dollars at a rate of Ps.1.40 per U.S. dollar adjusted by applying the CER, which arises from comparing the index at February 3, 2002 to that corresponding to the due date of the coupon. That value shall in no case exceed the principal and interest amounts in pesos resulting from applying the face value of the coupon in U.S. dollars at the buying exchange rate quoted by Banco de la Nación Argentina (Banco Nación) on the payment date of that coupon.

Under Argentine Banking GAAP, these options were recorded off-balance. For U.S. GAAP, these options are treated as derivatives, and therefore, the Bank recorded the fair value of such options in accordance with the requirements of ASC 815, with changes in fair value recorded though earnings. The fair value as of December 31, 2010 and 2009, of these options amounted to Ps.3,723 (liability) and Ps.3,997 (liability), respectively.

Other Financial Guarantees.

During 2010 and 2009, the Company entered into different agreements to guarantee lines of credit of selected customers amounting to Ps.443,207 and Ps.285,730, respectively. As of December 31, 2010 and 2009, guarantees granted by the Bank amounted to Ps.124,705 and Ps.112,899, respectively.

As of December 31, 2010 and 2009, the Group maintained the following guarantees:

	2010
			Estimated		U.S. GAAP
	Maximum		Proceeds		Carrying
	Potential		From collateral		Amount -
	Payments (*)		Recourse		Liability
Financial guarantees		124,705		6,822		125
	Ps.	124,705	Ps.	6,822	Ps.	125

	2009
			Estimated		U.S. GAAP
	Maximum		Proceeds		Carrying
	Potential		From collateral		Amount -
	Payments (*)		Recourse		Liability
Financial guarantees		112,899		3,719		152
	Ps.	112,899	Ps.	3,719	Ps	152

(*) The maximum potential payments represent a “worse-case scenario’’, and do not necessarily reflect expected results. Estimated proceeds from collateral and recourse represent the anticipated value of assets that could be liquidated or received from other parties to offset the Company’s payments under guarantees.

F-85

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Under U.S. GAAP, effective January 1, 2003, the Bank adopted “Guarantor’s Accounting and Disclosures Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others”, ASC 460 Guarantees. As of December 31, 2010 and 2009, the Bank recognized a liability for the fair value of the obligations assumed at its inception. Such liabilities are being amortized over the expected term of the guarantee. As of December 31, 2010 and 2009, the fair value of the guarantees amounted to Ps.6,947 and Ps.3,870 respectively.

m. Non-controlling interest

In December 31, 2007, the FASB issued former SFAS 160 (ASC 810) which amend the accounting of non-controlling interests (formerly known as “minority interests”). For Grupo Financiero Galicia, it became effective for fiscal years beginning January 1, 2009. The Group gave it retroactive effect as of December 31, 2008, so as to compare them with the current consolidated financial statements.

Argentine Central Bank rules require to record noncontrolling interests as a component of the liabilities. ASC 810 requires to record such interests as shareholders’ equity. In addition, the U.S. GAAP adjustment represents the allocation to the non-controlling interest of non-wholly owned subsidiaries of certain U.S. GAAP adjustments related to such subsidiaries.

For U.S. GAAP purposes the shareholders’ equity as of December 31, 2008, was negative. Therefore, the effect of the U.S. GAAP adjustments related to the Non-controlling interest at that date, is recognized up to the amount reflected in Non-controlling interest for Argentine Banking GAAP as of December 31, 2008.

n. Foreign Debt Restructuring

On May 18, 2004, the Group completed the restructuring of its foreign debt. As a result of this restructuring, the Group recorded a Ps.142.5 million gain under Argentine Banking GAAP.

For U.S. GAAP purposes, the restructuring is accounted for in each of two steps. The first step of the restructuring required the holders of the Group’s debt to exchange its old debt for new debt in two tranches. Pursuant to “Determining Whether a Debtor’s Modification or Exchange of Debt Instruments is within the scope of ASC 470 (ASC 820), the Group did not receive any concession from the holders of the debt and therefore, the first step restructuring was not considered a trouble debt restructuring. Pursuant to “Debtors Accounting for a Modification or Exchange of Debt Instruments” ASC 470-50, the first step of the restructuring was accounted for as a modification of the old debt and therefore the Group did not recognize any gain or loss. The second step of the restructuring offers the holders of the Group’s debt issued in the first step explained above to exchange it for new securities including cash, Boden 2012 Bonds and equity shares of the Group. Pursuant to U.S. GAAP this second step, the restructuring was accounted for in accordance with “Accounting by Debtors and Creditors for Trouble Debt Restructurings” ASC 310-40, as a partial settlement of the debt through the transfer of certain assets and equity at its fair value. After deducting the considerations used to repay the debt, ASC 310-40 requires the comparison of the future cash outflows of the restructured debt and the carrying of the debt at the restructuring date.

Gain on troubled debt restructuring is only recognized when the remaining carrying value of the debt at the date of the restructuring exceeds the total future cash payments of the restructured debt reduced by the fair value of the assets and equity given as payment of the debt. Since the total future cash outflows of the restructured debt exceeds the carrying value of the old debt, no gain on restructuring was recorded under U.S. GAAP.

F-86

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

As a result, under U.S. GAAP, the carrying amount of the restructured debt is greater than the amount recorded under Argentine Banking GAAP. Therefore, under U.S. GAAP, a new effective interest rate was determined to reflect the present value of the future cash payments of the restructured debt.

Furthermore, under U.S. GAAP, expenses incurred in a trouble debt restructuring are expensed as incurred. Expenses related to the issuance of equity were deducted directly from the shareholder’s equity.

The Group repurchased part of the debt maturing in 2010 and 2014. In addition, Negotiable Obligations were repaid in advance. For U.S. GAAP purposes, these transactions were considered as an extinguishment of debt. Therefore, the U.S. GAAP adjustment recorded in previous years related to the debt extinguished was reversed in 2008, 2009 and 2010 respectively, generating a gain of approximately Ps.34,462, Ps.20,461 and Ps.8,680 included in 2010, 2009 and 2008 U.S. GAAP net income reconciliation.

o. Repurchase Agreements and Reverse Repurchase Agreements (“Repos and Reverse Repos”)

During 2010, 2009 and 2008, the Bank entered into Repo and Reverse Repo agreements of financial instruments: Boden 2012 Bonds, Securities issued by Argentine Central Bank, Discount Bonds and Bonar 2015 Bonds. (See note 35.e)

Under Argentine Banking GAAP, initial measurement of such agreements implies sale or purchase accounting together with the recognition of an asset and liability due to the investing or financing transaction entered into.

For U.S. GAAP purposes these transactions have not qualified as true sales and therefore these transactions were classified as available for sale securities and trading and recorded at fair value. The corresponding net adjustment in shareholders’ equity under U.S. GAAP is included under the caption “Compensatory Bond received”, “Discount Bonds” and “ Bonar 2015 Bonds”.

p. Fair Value Measurements Disclosures

Effective January 1, 2008, ASC 820-10 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-value measurements. ASC 820 -10, among other things, requires the Group to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In addition, ASC 825-10 provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments and written loan commitments not previously recorded at fair value. Under ASC 825-10, fair value is used for both the initial and subsequent measurement of the designated assets, liabilities and commitments, with the changes on fair value recognized in net income. As a result of ASC 825-10 analysis, the Group has not elected to apply fair value accounting for any of its financial instruments not previously carried at fair value.

Fair Value Hierarchy

ASC 820-10, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Effective January 2010, the Group adopted new accounting guidance under ASC 820 that requires additional disclosures including, among other things, (i) the amounts and reasons for certain significant transfers among the three hierarchy levels of inputs, (ii) the gross, rather than net, basis for certain level 3 roll forward information, (iii) use of a “class” rather than a “major category” basis for assets and liabilities, and (iv) valuation techniques and inputs used to estimate level 2 and level 3 fair value measurements. The following information incorporates these new disclosures requirements except for the level 3 roll forward information which is not required until the first quarter of 2011.

F-87

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

In addition, ASC 820-10 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•	Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•	Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
	Level 2 — inputs include the following:
	a) Quoted prices for similar assets or liabilities in active markets;
	b) Quoted prices for identical or similar assets or liabilities in non-active markets;
	c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
	d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means
•	Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Determination of Fair Value

Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, fair value is based upon internally developed models that use primarily market-based or independently-sourced market parameters, including interest rate yield curves, option volatilities and currency rates. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality, the Bank’s creditworthiness, liquidity and unobservable parameters that are applied consistently over time.

The Group believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

The following section describes the valuation methodologies used by the Group to measure various financial instruments at fair value, including an indication of the level in the fair-value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

Assets

a) Government securities and other investments

Listed investment securities: where quoted prices are available in an active market, securities are classified within level 1 of the valuation hierarchy. Level 1 securities includes national and government bonds, instruments issued by BCRA and corporate securities.

Other investments securities: as quoted market prices are not available, then fair values are estimated by using a discount cash flow model which includes assumptions based upon projected finance charges related to the securitized assets, estimated net credit losses, prepayment assumptions and contractual interest paid to third-party investors. These are classified within level 3 of the valuation hierarchy.

F-88

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

b) Securities receivable under repurchase agreements

Securities receivables under repurchase agreements are classified within level 1 of the valuation hierarchy using quoted prices available in the active market for Bonar 2015 Bonds and Securities issued by Argentine Central Bank where the securities are traded.

c) Securitizations

As of December 31, 2009 the Group’s retained interests in certificates of participation of financial trusts. These were classified within level 3 of the valuation hierarchy. As quoted market prices are not available, then fair values were estimated by using a discount cash flow model which includes assumptions based upon projected finance charges related to the securitized assets, estimated net credit losses, prepayment assumptions and contractual interest paid to third-party investors.

As of December 31, 2010 the caption includes the consolidated assets of Galtrust I. The fair value was estimated by using the discounted cash flows of the assets. Therefore, these are classified within level 3 of the valuation hierarchy

d) Derivatives Financial Instruments

Forward transactions traded in autoregulated markets are made through recognized exchange markets, such as Mercado Abierto Electrónico (MAE) and Mercado a Término de Rosario (ROFEX).

The general settlement method for these transactions does not require delivery of the traded underlying asset. Rather, settlement is carried on a daily basis for the difference, if any, between the closing price of the underlying asset and the closing price or value of the underlying asset corresponding to the previous day, the difference in price being charged to income. Therefore, they are classified in Level 1 of the fair-value hierarchy.

Forward transactions conducted directly with customers are recorded as the difference between the agreed foreign currency exchange rate and such exchange rate at the end of the year according with the future prices published by Rofex. Therefore, they are classified in Level 2 of the fair-value hierarchy.

Liabilities

e) Securities to be delivered under spot and forward sales to be settled

Securities to be delivered under spot and forward sales to be settled are classified within level 1 of the valuation hierarchy using quoted prices available in the active market for Securities issued by the Argentine Central Bank where the securities are traded.

f) Derivatives Financial Instruments

Forward transactions traded in autoregulated markets are made through recognized exchange markets, such as Mercado Abierto Electrónico (MAE) and Mercado a Término de Rosario (ROFEX).

The general settlement method for these transactions does not require delivery of the traded underlying asset. Rather, settlement is carried on a daily basis for the difference, if any, between the closing price of the underlying asset and the closing price or value of the underlying asset corresponding to the previous day, the difference in price being charged to income. Therefore, they are classified in Level 1 of the fair-value hierarchy.

Forward transactions conducted directly with customers are recorded as the difference between the agreed foreign currency exchange rate and such exchange rate at the end of the year according with the future prices published by Rofex. Therefore, they are classified in Level 2 of the fair-value hierarchy.

F-89

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Items measured at fair value on a recurring basis

The following table presents the financial instruments carried at fair value as of December 31, 2010 and 2009, for U.S. GAAP purposes by ASC 820-10 valuation hierarchy (as described above).

							Internal			Internal
							models with			models with
				Quoted			significant			significant
				market prices			observable			unobservable
	Total			in active			market			market
	carrying			markets			parameters			parameters
Balances as of December 31, 2010	value			(Level 1)			(Level 2)			(Level 3)
ASSETS
a.1) Trading Securities
National Government Securities	Ps.	68,231		Ps.	68,231		Ps.	—		Ps.	—
a.2) Securities issued by Argentine Central Bank
Securities issued by the Argentine Central Bank		2,059,915			2,059,915			—			—
a.3) Other Investments (*)		166,723			—			—			166,723
a.4) Corporate Securities
Shares		68			68			—			—
Marketable Negotiable Obligations		4,484			4,484			—			—
Negotiable Mutual Funds		5,750			5,750			—			—
a.5) In Investment Accounts		151,356			151,356			—			—
b) Securities receivable under repurchase agreements
b.1) Securities issued by Argentine Central Bank
Securities issued by Argentine Central Bank		549,901			549,901			—			—
b.2) In Investment Account		575,287			575,287			—			—
c) Securitizations
Debt Securities		19,482			—			—			19,482
Galtrust I — Bogar Bonds (**)		783,761			—			—			783,761
d) Derivatives financial instruments											—
Foreign exchange contracts		5,403			1,932			3,471			—
TOTAL ASSETS AT FAIR VALUE		4,390,361			3,416,924			3,471			969,966
LIABILITIES — By Class
e) Securities to be delivered under spot and forward sales to be settled		(204,231	)		(204,231	)		—			—
f) Derivatives financial instruments
Options		(3,723	)		—			(3,723	)		—
Foreign exchange contracts		(11,085	)		(3,163	)		(7,922	)		—
TOTAL LIABILITIES AT FAIR VALUE		(219,039	)		(207,394	)		(11,645	)		—

(*)

This amount is related to the fair value of certificates of participation held in the Almafuerte Special Fund

(**)

During the year ended December 31, 2010 and as part of the implementation of ASU 2009-16 and ASU 2009-17, the Group started consolidating Galtrust I. Therefore, the Ps. 783,761 corresponds to the fair value of the Bogar Bonds recorded as an asset in Galtrust I. In 2009 Galtrust I was not consolidated and therefore the amount shown as of December 31, 2009 corresponds to the certificate of participation held by the group in Galtrust I.

F-90

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

							Internal			Internal
							models with			models with
				Quoted			significant			significant
				market prices			observable			unobservable
	Total			in active			market			market
	carrying			markets			parameters			parameters
Balances as of December 31, 2009	value			(Level 1)			(Level 2)			(Level 3)
ASSETS
a.1) Trading Securities
National Government Securities	Ps.	266,836		Ps.	266,836		Ps.	—		Ps.	—
a.2) Without Quotation — National Government Securities
Compensatory and Hedge Bond Received		938,340			938,340			—			—
Discount Bonds & GDP Linked Negotiable Sec		337,872			337,872			—			—
Bonar 2015 Bonds		676,580			676,580			—			—
a.3) Securities issued by Argentine Central Bank
Securities issued by the Argentine Central Bank		1,658,473			1,658,473			—			—
a.4) Other Investments (*)		410,702			—			—			410,702
a.5) Corporate Securities
Shares		53			53			—			—
Marketable Negotiable Obligations		5,613			5,613			—			—
Negotiable Mutual Funds		7,505			7,505			—			—
b) Securities receivable under repurchase agreements
b.1) Without Quotation — National Government Securities
Compensatory and Hedge Bond Received		805,724			805,724			—			—
b.2) Securities issued by Argentine Central Bank
Securities issued by Argentine Central Bank		226,682			226,682			—			—
c) Securitizations
Debt Securities and Certificates of Participation		50,939			—			—			50,939
Galtrust I — Certificates of participation		211,647			—			—			211,647
d) Derivatives financial instruments
Foreign exchange contracts		1,040			—			1,040			—
TOTAL ASSETS AT FAIR VALUE		5,598,006			4,923,678			1,040			673,288
LIABILITIES
e) Securities to be delivered under spot and forward sales to be settled		(12,975	)		(12,975	)		—			—
f) Derivatives financial instruments
Options		(3,997	)		—			(3,997	)		—
Foreign exchange contracts		(8,060	)		—			(8,060	)		—
TOTAL LIABILITIES AT FAIR VALUE		(25,032	)		(12,975	)		(12,057	)		—

(*) This amount is related to the fair value of the Certificate of Participation in Nues Trust of Ps. 75,483 and Ps. 335,219 in the Almafuerte Special Fund.

F-91

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Changes in level 3 fair value measurements

The table below includes a roll forward of the balance sheet amounts as of December 31, 2010, 2009 and 2008 (including the change in fair value) for financial instruments classified by the Group within level 3 of the valuation hierarchy. When a determination is made to classify a financial instrument within level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement.

	Galtrust I - Bogar								Total Fair Value
	bonds		Debt securities			Other investments			Measurements
Fair value, December 31, 2008	Ps.	67,881	Ps.	58,177		Ps.	301,486		Ps.	427,544
Total gains or losses (realized/unrealized)		143,766		13,718			109,216			266,700
Included in earnings				18,737						18,737
Included in other comprehensive income		143,766		(5,019	)		109,216			247,963
Purchases		—		—			—			—
Issuances		—		—			—			—
Settlements		—		(20,956	)		—			(20,956	)
Transfers in to/ out of level 3		—		—			—			—
Fair value, December 31, 2009	Ps.	211,647	Ps.	50,939		Ps.	410,702		Ps.	673,288
Total gains or losses (realized/unrealized)		572,114		(7,265	)		(243,979	)		320,870
Included in earnings		—		(7,265	)		—			(7,265	)
Included in other comprehensive income		572,114		0			(243,979	)		328,135
Purchases		—		—			—			—
Issuances		—		—			—			—
Settlements		—		(24,192	)		—			(24,192	)
Transfers in to/ out of level 3		—		—			—			—
Fair value, December 31, 2010	Ps.	783,761	Ps.	19,482		Ps.	166,723		Ps.	969,966

The table below summarizes gains and losses due to changes in fair value, recorded in earnings for level 3 assets and liabilities during the year:

	Total Fair Value Measurements
Balances as of December 31,	2010			2009		2008
Available for sale securities
Classification of gains and losses included in earnings :
Financial Income	Ps.	(7,265	)	Ps.	18,737	Ps.	(259,762	)
Total	Ps.	(7,265	)	Ps.	18,737	Ps.	(259,762	)

In addition, the Group is required, on a nonrecurring basis, to adjust the carrying value of certain assets or provide valuation allowances related to certain assets using fair value measurements in accordance with GAAP. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Group records nonrecurring adjustments for including certain impairment amounts for impaired loans calculated in accordance with ASC 310-10 when establishing the allowance for loan losses. Estimates of fair value used for impaired loans generally are based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. Loans subject to nonrecurring fair value measurement were Ps. 75,567 and Ps. 157,843 as of December 31, 2010 and 2009 classified as Level 3.

F-92

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

q. New authoritative pronouncements

In August 2010, the FASB issued ASU 2010-21 to amend various SEC paragraphs pursuant to the issuance of Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. The proposed amendments do not include an effective date, applications must be considered after publication. The Bank does not expect any significant effect in its U.S. GAAP disclosures and financial information.

In December 2010, the FASB issued ASU 2010-28 “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”. Under Topic ASC 350 on goodwill and other intangible assets, testing for goodwill impairment is a two-step test. When a goodwill impairment test is performed (either on an annual or interim basis), an entity must assess whether the carrying amount of a reporting unit exceeds its fair value (Step 1). If it does, an entity must perform an additional test to determine whether goodwill has been impaired and to calculate the amount of that impairment (Step 2). The amendments in this Update affect all entities that have recognized goodwill and have one or more reporting units whose carrying amount for purposes of performing Step 1 of the goodwill impairment test is zero or negative. The amendments in this Update modify Step 1 so that for those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. The qualitative factors are consistent with the existing guidance and examples in paragraph 350-20-35-30, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Bank does not expect any significant impact in its consolidated financial position after the adoption of these new requirements.

In January 2011, FASB issued ASU 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in ASU 2010-20”, to temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. Under the existing effective date in ASU 2010-20, the Bank would have provided disclosures about troubled debt restructurings for periods beginning on or after December 15, 2010. According to ASU 2011-02, the amendments in this ASU are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption.

The Bank does not expect any significant impact in its consolidated financial position after the adoption of these new requirements.

F-93

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

In April 2011, FASB issued ASU 2011-02, “A Creditor’s Determination of whether a Restructuring Is a Troubled Debt Restructuring”, to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The new guidance requires for creditors to evaluate modifications and restructurings of receivables using a more principles-based approach, which may result in more modifications and restructurings being considered troubled debt restructurings. In addition, the amendments to Topic 310 clarify that a creditor is precluded from using the effective interest rate test in the debtor’s guidance on restructuring of payables when evaluating whether a restructuring constitutes a troubled debt restructuring. For public entities, the amendments are effective for the first interim or annual period beginning on or after June 15, 2011, and should be applied retrospectively to the beginning of the annual period of adoption. For purposes of measuring impairment of those receivables, an entity should apply the amendments prospectively for the first interim or annual period beginning on or after June 15, 2011. The disclosures required by paragraphs 310-10-50-33 through 50-34, which were deferred by Accounting Standards Update No. 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20, is effective for interim and annual periods beginning on or after June 15, 2011. The Bank does not expect any significant impact in its consolidated financial position after the adoption of these new requirements.

In April 2011, FASB issued ASU 2011-03 “Reconsideration of effective control for repurchase agreements”. The amendments in this update remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. The guidance in this Update is effective for the first interim or annual period beginning on or after December 15, 2011. Early adoption is not permitted. The Bank does not expect any significant impact in its consolidated financial position after the adoption of these new requirements.

F-94

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Consolidated net income

	December 31,
	2010			2009			2008
Net income as stated	Ps.	408,901		Ps.	229,275		Ps.	176,819
Loan origination fees and costs (Note 35 b.)		7,422			(51,828	)		10,300
Intangible assets:
Goodwill amortization and impairment (Note 35 c.)		6,928			11,458			(77,605	)
Negative goodwill (Note 35 c.)		465,634			—			—
Software cost (Note 35 c.)		(56,259	)		(30,548	)		(24,593	)
Compensation related to the payment of deposits (Note 35 g.)		259,053			57,821			(39,850	)
Equity investments in other companies — Impairment (Note 35 k.)		1,810			(4,731	)		(3,882	)
Loans —non Financial Public Sector — Secured loans (Note 35 d.(i))		282			32,213			48,228
Loan impairment — Private sector (Note 35 d.(ii))		1,812			112,166			(54,748	)
Securitizations (Note 35 h.)		(2,334	)		(18,727	)		(376,975	)
Government Securities and other investments:
Compensatory Bond received and Hedge Bond (Note 35 e.(i))		1,005,937			91,438			(838,609	)
Discount Bonds (Note 35 e.(ii))		428,686			51,587			(86,849	)
GDP — Linked Negotiable Securities (Note 35 e.(ii))		(12,366	)		2,465			(31,479	)
Bonar 2015 Bonds ( Note 35 e. (iii))		(346,761	)		232,564			—
Other investments (Note 35 e. (iv))		104,908			—			(110,715	)
Amortization of real estate properties and foreclosed assets previously impaired under U.S. GAAP (Note 35 j.)		1,395			1,395			1,395
Recognition for the fair value of obligations assumed under financial guarantees issued (Note 35 l.)		8,361			31,303			(35,727	)
Foreign Debt restructuring (Note 35 n.)		61,264			34,111			29,749
Deferred Income tax (Note 35 a.)		(249,931	)		101,476			124,936
Minimum Presumed Income Tax (Note 35 a. )		328,619			(44,198	)		(25,906	)
Non-controlling interest (Note 35 m.)		104,333			46,512			35,812
Net income (loss) in accordance with U.S. GAAP	Ps.	2,527,694		Ps.	885,752		Ps.	(1,279,699	)
Less Net Loss / (Income) attributable to the Non-controlling Interest (Note 35 m)		(234,121	)		(115,529	)		108,721
Net Income (Loss) attributable to Parent Company in accordance with U.S. GAAP	Ps.	2,293,573		Ps.	770,223		Ps.	(1,170,978	)
Average number of shares outstanding (in thousands) (Note 21)		1,241,407			1,241,407			1,241,407
Basic net income (loss) per share in accordance with U.S. GAAP (Note 21)		1,848			0.620			(0.943	)
Diluted net income (loss) per share in accordance with U.S. GAAP (Note 21)		1,848			0.620			(0.943	)

F-95

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Consolidated shareholders’ equity

	December 31,
	2010			2009
Shareholders’ equity as stated	Ps.	2,469,500		Ps.	2,052,539
Loan origination fees and costs (Note 35 b.)		(84,642	)		(92,064	)
Intangible assets:
Goodwill amortization and impairment (Note 35 c.)		32,135			25,207
Negative Goodwill (Note 35 c.)		465,634			—
Software Cost (Note 35 c.)		(133,613	)		(77,354	)
Compensation related to the payment of deposits (Note 35 g.)		—			(259,053	)
Equity investments in other companies — Impairment (Note 35 k.)		(29,738	)		(31,548	)
Loans —non Financial Public Sector — Secured loans (Note 35 d.(i))		—			(282	)
Loan impairment — Private sector (Note 35 d.(ii))		65,483			63,671
Government securities and other investments:
Compensatory and Hedge Bond received (Note 35 e.(i))		—			(175,818	)
Discount Bonds (Note 35 e.(ii))		—			(296,477	)
GDP — Linked Negotiable Securities (Note 35 e. (ii))		—			12,366
Bonar 2015 Bonds (Note 35 e. (iii))		84,496			317,596
Other Investments (Note 35 e. (iv))		(8,975	)		(22,369	)
Securitizations (Note 35 h.)		(54,132	)		(429,280	)
Impairment of real estate properties and foreclosed assets (Note 35 j.)		(67,155	)		(67,155	)
Amortization of real estate properties and foreclosed assets previously impaired under U.S. GAAP (Note 35 j.)		11,160			9,765
Minimum Presumed Income Tax (Note 35 a.)		—			(328,619	)
Deferred Income tax (Note 35 a.)		326,779			576,710
Recognition for the fair value of obligations assumed under financial guarantees issued (Note 35 l.)		(3,848	)		(4,149	)
Foreign debt restructuring (Note 35 n.)		(76,008	)		(137,272	)
Non-controlling interest (Note 35m.)		382,211			288,569
Consolidated shareholders’ equity (deficit) in accordance with U.S. GAAP	Ps.	3,379,287		Ps.	1,424,983
Non-controlling Interest (Note 35 m.)		(382,220	)		(188,661	)
Consolidated Parent Company Shareholders Equity (Deficit) in accordance with U.S. GAAP	Ps.	2,997,067		Ps.	1,236,322

F-96

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Roll forward analysis of shareholders’ equity under U.S. GAAP at December 31, 2010, 2009 and 2008:

											Other						Total
					Adjustments to						Comprehensive			(Accumulated			Shareholders’
	Capital		Paid		Shareholders’		Profit reserves				Income			deficit) /Retained			Equity Parent			Non controlling
	Stock		in Capital		Equity		Legal		Other		(loss)			Earnings			Company			interest
Balance at December 31, 2007	Ps.	1,241,407	Ps.	606	Ps.	294,254	Ps.	34,855	Ps.	53,469	Ps.	(143,821	)	Ps.	(1,242,688	)	Ps.	238,082		Ps.	(115,916	)
Distribution of retained earnings:
Absorption approved by the shareholders’ meeting on April 29,2008
Legal Reserve		—		—		—		2,302		—		—			(2,302	)		—			—
Discretionary Reserve		—		—		—		—		43,735		—			(43,735	)		—			—
Unrealized gain of available-for-sale securities, net of tax		—		—		—		—		—		178,483			—			178,483			7,195
Net Income (Loss) in accordance with U.S. GAAP		—		—		—		—		—		—			(1,170,978	)		(1,170,978	)		108,721
Balance at December 31, 2008	Ps.	1,241,407	Ps.	606	Ps.	294,254	Ps.	37,157	Ps.	97,204	Ps.	34,662		Ps.	(2,459,703	)	Ps.	(754,413	)	Ps.	—
Distribution of retained earnings:
Absorption approved by the shareholders’ meeting on April 28,2009
Legal Reserve		—		—		—		8,841		—		—			(8,841	)		—			—
Discretionary Reserve		—		—		—		—		167,978		—			(167,978	)		—			—
Net, unrealized gain / (loss) of available-for-sale securities, net of tax		—		—		—		—		—		1,220,512			—			1,220,512			(73,132	)
Net Income (Loss) in accordance with U.S. GAAP		—		—		—		—		—		—			770,223			770,223			(115,529	)
Balance at December 31, 2009	Ps.	1,241,407	Ps.	606	Ps.	294,254	Ps.	45,998	Ps.	265,182	Ps.	1,255,174		Ps.	(1,866,299	)	Ps.	1,236,322		Ps.	(188,661	)
Distribution of retained earnings:
Absorption approved by the shareholders’ meeting on April 28,2010
Legal Reserve		—		—		—		11,464		—		—			(11,464	)		—			—
Discretionary Reserve		—		—		—		—		217,811		—			(217,811	)		—			—
Net, unrealized gain / (loss) of available-for-sale securities, net of tax		—		—		—		—		—		(532,828	)		—			(532,828	)		40,562
Net Income (Loss) in accordance with U.S. GAAP		—		—		—		—		—		—			2,293,573			2,293,573			(234,121	)
Balance at December 31, 2010	Ps.	1,241,407	Ps.	606	Ps.	294,254	Ps.	57,462	Ps.	482,993	Ps.	722,346		Ps.	197,999		Ps.	2,997,067		Ps.	(382,220	)

Comprehensive income

“Reporting Comprehensive Income” ASC 220, establishes standards for reporting and the display of comprehensive income and its components (revenues, expenses, gains and losses) in the financial statements. Comprehensive income is the total of net income and all transactions, and other events and circumstances from non-owner sources.

F-97

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

The following disclosure presented for the fiscal years ended December 31, 2010, 2009 and 2008, shows all periods restated to conform ASC 220:

	December 31,
	2010			2009			2008
Income Statement
Financial Income	Ps.	4,779,236		Ps.	3,374,800		Ps.	1,201,697
Financial Expenditures		1,343,357			1,434,408			1,391,270
Net Financial Income (Loss)		3,435,879			1,940,392			(189,573	)
Provision for Loan Losses		549,712			527,339			450,137
Income from Services		2,506,687			1,802,381			1,538,380
Expenditures from Services		721,124			515,648			383,654
Administrative Expenses		2,881,200			2,063,546			1,799,579
Net Income / (Loss) from Financial Brokerage		1,790,530			636,240			(1,284,563	)
Miscellaneous Income		1,542,945			594,630			494,977
Miscellaneous Losses		297,659			290,602			541,035
Net Income / (Loss) before Income tax		3,035,816			940,268			(1,330,621	)
Income Tax		508,122			54,516			(50,922	)
Net income (loss) under U.S. GAAP		2,527,694			885,752			(1,279,699	)
Less Net (Income) / Loss attributable to the Non-controlling Interest		(234,121	)		(115,529	)		108,721
Net Income / (Loss) attributable to Parent Company		2,293,573			770,223			(1,170,978	)
Other comprehensive income (loss):
Unrealized gains (losses) on securities, net		(532,828	)		1,220,512			178,483
Other comprehensive income (loss), net		(532,828	)		1,220,512			178,483
Comprehensive income (Loss)	Ps.	1,760,745		Ps.	1,990,735		Ps.	(992,495	)

Accumulated non-owner changes in equity (accumulated other comprehensive income) as of December 31, 2010, 2009 and 2008 were as follows:

	December 31,
	2010			2009			2008
Boden 2012 Bonds — Compensatory Bond (1)		—			830,119			—
GalTrust I (2)		566,115			193,651			—
Discount Bonds (3)		—			132,209			—
Bonar 2015 Bonds		198,693			85,032			—
Other		(3,167	)		83,329			26,549
Accumulated other comprehensive income	Ps.	761,641		Ps.	1,324,340		Ps.	26,549
Less, accumulated other comprehensive income attributable to the Non-controlling interest		(39,295	)		(69,166	)		8,113
Net accumulated other comprehensive income attributable to Parent Company	Ps.	722,346		Ps.	1,255,174		Ps.	34,662

F-98

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

(1)	During the year ended December 31, 2010, the group sold all it position in Boden 2012 Bonds — Compensatory Bonds, generated a gain of Ps.1,005,937 recorded under the caption “Financial Income” in the consolidated income Statement Under U.S. GAAP.
(2)	In 2010, the Group adopted ASU 2009-16 and ASU 2009-17. Under these new standards, the Group started consolidated Galtrust I, including the Bogar Bonds for an amount of Ps.783,761 recorded as assets in such trust. Prior to 2010, the Group only recorded the Certificates of Participation it held in such trust.
(3)	During the year ended December 31, 2010, the group sold all it position in Discount Bonds, generated a gain of Ps.428,686 recorded under the caption “Financial Income” in the consolidated income Statement Under U.S. GAAP

There were no available for sale securities with a continuous loss position of 12 months or more. The Group has determined that unrealized losses on investments as of December 31, 2010 are temporary in nature based on its ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery and the results of its review conducted to identify and evaluate investments that have indications of possible impairments.

F-99

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Concentration of risk — Total exposure to the public sector — Argentine government and provinces

The Group has significant exposure to the Argentine national government and provinces in the form of government securities net positions, secured loans and other debt obligations. As of December 31, 2010 and 2009, the Group had the following bonds and loans outstanding:

	December 31, 2010				December 31, 2009
	Argentine				Argentine
	Banking				Banking
	GAAP		U.S. GAAP		GAAP		U.S. GAAP
Argentine national government loans	Ps.	21,397	Ps.	21,397	Ps.	25,416	Ps.	25,134
Other Argentine public-sector receivables		266,254		202,964		344,842		271,024
Galtrust I (securitization of Provincial Loans)		515,966		515,966		579,730		207,266
Compensatory bond received		—		—		1,906,907		1,731,089
Securities issued by the Argentine Central Bank		2,411,393		2,405,585		1,953,676		1,953,827
Discount Bonds & GDP Linked Negotiable Securities		—		—		621,983		337,872
Bonar 2015 Bonds		642,147		726,643		358,984		676,580
Other (1)		87,289		87,289		91,420		91,420
Total	Ps.	3,944,446	Ps.	3,959,844	Ps.	5,882,958	Ps.	5,294,212

(1) Includes bonds and other national government bonds.

Risks and Uncertainties

Government Securities

As of December 31, 2010, the Group’s exposure to the Argentine public sector represented approximately 11,05% of the total Group’s assets. Although the Group’s exposure to the Argentine public sector consists of performing assets, the realization of the Group’s assets, its income and cash flow generation capacity and future financial condition is dependent on the Argentine government ability to comply with its payment obligations.

Argentine Central Bank’s regulations state that, the total exposure of financial institutions to the non-financial public sector must not exceed 35% of their total assets.

As of December 31, 2010 and 2009, the Group was in compliance with the general limit of 35% imposed by the Argentine Central Bank.

F-100

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Allowance for loan losses

Management believes that the current level of allowance for loan losses recorded for U.S. GAAP purposes are sufficient to cover incurred losses of the Group’s loan portfolio as of December 31, 2010. Many factors can affect the Group’s estimates of allowance for loan losses, including expected cash flows, volatility of default probability, migrations and estimated loss severity. The process of determining the level of the allowance for credit losses requires a high degree of judgment. It is possible that others, given the same information, may at any point in time reach different reasonable conclusions.

U.S. GAAP estimates

Valuation reserves, impairment charges and estimates of market values on assets and step up bonds discounting, as established by the Group for U.S. GAAP purposes are subject to significant assumptions of future cash flows and interest rates for discounting such cash flows. Losses on the exchange of government and provincial bonds and on retained interests in securitization trusts could be significantly affected by higher discount rates. Should the discount rates change in future years, the carrying amounts and charges to income and shareholders’ equity will also change. In addition, as estimates of future cash flows change, the carrying amounts which are dependent on such cash flows could be affected as well. It is possible that changes to the carrying amounts of loans, investments and other assets will be adjusted in the near term in amounts that are material to the Group’s financial position and results of income.

36. Parent only Financial Statements

The following are the unconsolidated balance sheets of Grupo Galicia as of December 31, 2010 and 2009 and the related unconsolidated statements of income, and cash flows for the fiscal years ended December 31, 2010, 2009 and 2008.

F-101

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Balance sheet (Parent Company only)

	December 31,
	2010		2009
ASSETS
A. Cash and due from Banks
Cash	Ps.	11	Ps.	11
Financial institutions and correspondents		819		63
	Ps.	830	Ps.	74
B. Government and corporate securities
Holdings of trading securities		—		—
Investments in listed corporate securities		—		13,118
	Ps.	—	Ps.	13,118
C. Loans
To the financial sector		57,857		52,757
	Ps.	57,857	Ps.	52,757
D. Other receivables resulting from financial brokerage
Negotiable obligations without quotation		—		—
Balances from forward transactions without delivery of underlying asset to be settled		—		—
Other receivables not included in the debtor classification Regulations		1,198		1,786
Other receivables included in the debtor classification Regulations		25,268		17,381
Accrued interest receivable included in the debtor Classification regulations		2		181
	Ps.	26,468	Ps.	19,348
F. Equity investments
In financial institutions		2,522,197		2,072,245
Other		88,948		84,812
	Ps.	2,611,145	Ps.	2,157,057
G. Miscellaneous receivables
Tax on minimum presumed income — Tax credit		—		908
Other		1,428		2,980
	Ps.	1,428	Ps.	3,888
H. Bank premises and equipment		1,012		2,993
J. Intangible assets
Goodwill		12,766		9,697
Organization and development expenses		36		26
	Ps.	12,802	Ps.	9,723
Total Assets	Ps.	2,711,542	Ps.	2,258,958

F-102

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

	December 31,
	2010		2009
LIABILITIES AND SHAREHOLDERS’ EQUITY
N. Other liabilities resulting from financial brokerage
Banks and international entities	Ps.	—	Ps.	—
Unsubordinated negotiable obligations		221,048		166,056
Balances from forward transactions without delivery of underlying asset to be settled		7,830		8,060
Accrued interest and quotation differences payable		2,133		930
		231,011		175,046
O. Miscellaneous liabilities
Directors’ and Syndics’ fees	Ps.	195	Ps.	225
Other		10,836		31,148
		11,031		31,373
Total Liabilities	Ps.	242,042	Ps.	206,419
SHAREHOLDERS’ EQUITY	Ps.	2,469,500	Ps.	2,052,539
Total Liabilities and Shareholders’ Equity	Ps.	2,711,542	Ps.	2,258,958

F-103

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Statement of Income (Parent Company only)

	December 31,
	2010			2009			2008
A. Financial income
Interest on loans granted to the financial sector		181			120			97
Interest on other loans		—			—			—
Interest on other receivables resulting from financial brokerage		54			74			314
Net income from government and corporate securities		161			484			126
Exchange rate differences on gold and foreign currency		—			16,120			—
Other		—			27			—
	Ps.	396		Ps.	16,825		Ps.	537
B. Financial expenses
Interest on other liabilities resulting from financial brokerage	Ps.	18,796		Ps.	11,071		Ps.	17,062
Exchange rate differences on gold and foreign currency		23,221			—			11,258
Other		243			266			280
	Ps.	42,260		Ps.	11,337		Ps.	28,600
C. Gross brokerage margin		(41,864	)		5,488			(28,063	)
F. Administrative expenses
Personnel expenses		6,338			3,786			3,492
Directors’ and syndics’ fees		1,362			1,080			1,013
Other fees		4,144			5,125			3,182
Taxes		2,993			6,984			1,208
Other operating expenses		717			685			521
Other		7,559			5,558			5,080
	Ps.	23,113		Ps.	23,218		Ps.	14,496
Net Income from financial brokerage	Ps.	(64,977	)	Ps.	(17,730	)	Ps.	(42,559	)
H. Miscellaneous income
Net income from equity investments		473,918			188,069			219,688
Other		2,722			86,090			1,557
	Ps.	476,640		Ps.	274,159		Ps.	221,245
I. Miscellaneous losses
Other		2,733			2,401			3,952
	Ps.	2,733		Ps.	2,401		Ps.	3,952
Net Income before tax		408,930			254,028			174,734
J. Income tax	Ps.	29		Ps.	24,753		Ps.	(2,085	)
Net income for the fiscal year	Ps.	408,901		Ps.	229,275		Ps.	176,819

(1) Includes the foreign currency position compensation.

F-104

Grupo Financiero Galicia S.A. and Subsidiaries

Notes to the Consolidated Financial Statements
For the fiscal years ended December 31, 2010, 2009 and 2008
(Expressed in thousands of Argentine pesos)

Statement of cash flows (Parent Company only)

	December 31,
	2010			2009			2008
CHANGES IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the year	Ps.	19,422		Ps.	27,562		Ps.	26,407
Increase / (decrease) in cash and cash equivalents		7,876			(8,140	)		1,155
Cash and cash equivalents at end of year		27,298			19,422			27,562
Cash and cash equivalents provided by (used in) operating activities
Less:
Operating expenses paid		(31,706	)		(27,160	)		(15,349	)
Income Tax payment and prepayment		(21,822	)		—			—
Plus:
Other operating income received		1,132			2,996			5,294
Cash and cash equivalents provided by (used in) operating activities	Ps.	(52,396	)	Ps.	(24,164	)	Ps.	(10,055	)
Other sources of cash and cash equivalents
Collection for the issuance of negotiable obligations		168,745			160,345			—
Loan received		—			—			—
Dividends		18,813			15,969			12,163
Increase in short-term investment		—			4,022			1,676
Collection of deposit as per Decree 616/2005		—			—			72,360
Collection for sale of fixed assets		8,385			—			—
Other sources of cash and cash equivalents		2,675			581			1,806
Other sources of cash and cash equivalents	Ps.	198,618		Ps.	180,917		Ps.	88,005
Other uses of cash and cash equivalents
Payment of loans received		(134,030	)		(152,772	)		(76,760	)
Increase in fixed assets		(246	)		(39	)		(24	)
Increase in long-term investments		(4,070	)		(12,082	)		(11	)
Total other uses of cash and cash equivalents	Ps.	(138,346	)	Ps.	(164,893	)	Ps.	(76,795	)
Increase / (decrease) in cash and cash equivalents	Ps.	7,876		Ps.	(8,140	)	Ps.	1,155

The accompanying condensed financial statements have been prepared in accordance with Argentine Banking GAAP. Certain information and footnote disclosures normally included in financial statements prepared in accordance with Argentine Banking GAAP have been condensed or omitted. The Company’s majority-owned subsidiaries are recorded using the equity method of accounting. The footnotes’ disclosures contain supplemental information relating to the operations of Grupo Galicia; as such, these financial statements should be read in conjunction with the notes to the consolidated financial statements of the Company.

F-105

EX-2.5

Exhibit 2.5

EXECUTION COPY

BANCO DE GALICIA Y BUENOS AIRES, S.A.
as Issuer,

THE BANK OF NEW YORK MELLON
as Trustee, Co-Registrar, Paying Agent and Transfer Agent

and

BANCO DE VALORES S.A.
as Argentine Registrar, Paying Agent, Transfer Agent and
Representative of the Trustee in Argentina

and

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Luxembourg Paying Agent and Transfer Agent

INDENTURE

Dated as of May 4, 2011

8.75% SENIOR NOTES DUE 2018

TABLE OF CONTENTS

	Page
ARTICLE I GENERAL
Section 1.1 Definitions		2
Section 1.2 Rules of Construction		17
Section 1.3 Agents		18
ARTICLE II THE NOTES
Section 2.1 Form and Dating		20
Section 2.2 Execution and Authentication		21
Section 2.3 Registrar, Transfer Agent and Paying Agent		22
Section 2.4 Paying Agent to Hold Money in Trust		23
Section 2.5 CUSIP and ISIN Numbers		24
Section 2.6 Holder Lists		24
Section 2.7 Global Note Provisions		24
Section 2.8 Legends		25
Section 2.9 Transfer and Exchange		26
Section 2.10 Mutilated, Destroyed, Lost or Stolen Notes		29
Section 2.11 Temporary Notes		30
Section 2.12 Cancellation		30
Section 2.13 Defaulted Interest		30
Section 2.14 Additional Notes		31
ARTICLE III COVENANTS
Section 3.1 Payment of Notes		32
Section 3.2 Maintenance of Office or Agency		32
Section 3.3 Maintenance of Corporate Existence; Properties		32
Section 3.4 Compliance with Law		33
Section 3.5 Maintenance of Books and Records		33
Section 3.6 Negative Pledge		33
Section 3.7 Payment of Taxes		33
Section 3.8 Further Actions		33

i

TABLE OF CONTENTS
(continued)

	Page
Section 3.9 Waiver of Stay, Extension or Usury Laws		34
Section 3.10 Conduct of Business		34
Section 3.11 Reports to Holders		34
Section 3.12 Listing and Trading		35
Section 3.13 Additional Amounts		36
Section 3.14 Use of Proceeds		38
Section 3.15 Compliance Certificates		38
ARTICLE IV MERGERS, CONSOLIDATIONS, SALES, LEASES
Section 4.1 Mergers, Consolidations, Sales, Leases		38
ARTICLE V REDEMPTION AND REPURCHASES OF NOTES
Section 5.1 Redemption		39
Section 5.2 Election to Redeem		39
Section 5.3 Notice of Redemption		40
Section 5.4 Selection of Notes to Be Redeemed in Part		41
Section 5.5 Deposit of Redemption Price		41
Section 5.6 Notes Payable on Redemption Date		41
Section 5.7 Unredeemed Portions of Partially Redeemed Note		42
Section 5.8 Repurchases; Notes held by the Bank and/or Affiliates		42
Section 5.9 Application of Redemption Payments		42
ARTICLE VI DEFAULTS AND REMEDIES
Section 6.1 Events of Default		42
Section 6.2 Acceleration		44
Section 6.3 Other Remedies		44
Section 6.4 Waiver of Past Defaults		44
Section 6.5 Control by Majority		44
Section 6.6 Limitation on Suits		45
Section 6.7 Rights of Holders to Receive Payment		45
Section 6.8 Collection Suit by Trustee		45

ii

TABLE OF CONTENTS
(continued)

	Page
Section 6.9 Trustee May File Proofs of Claim, etc.		46
Section 6.10 Priorities		46
Section 6.11 Undertaking for Costs		47
ARTICLE VII TRUSTEE
Section 7.1 Duties of Trustee		47
Section 7.2 Rights of Trustee		48
Section 7.3 Individual Rights of Trustee		50
Section 7.4 Trustee’s Disclaimer		50
Section 7.5 Notice of Defaults		50
Section 7.6 Report to Trustee		51
Section 7.7 Compensation and Indemnity		51
Section 7.8 Replacement of Trustee		52
Section 7.9 Successor Trustee by Merger		53
Section 7.10 Eligibility		53
Section 7.11 The Trustee’s Representative in Argentina		53
Section 7.12 Paying Agent, Registrar and Luxembourg Paying Agent		54
ARTICLE VIII DEFEASANCE; DISCHARGE OF INDENTURE
Section 8.1 Legal Defeasance and Covenant Defeasance		54
Section 8.2 Conditions to Defeasance		56
Section 8.3 Application of Trust Money		57
Section 8.4 Repayment to Bank		57
Section 8.5 Indemnity for U.S. Government Obligations		57
Section 8.6 Reinstatement		57
Section 8.7 Satisfaction and Discharge		58
ARTICLE IX AMENDMENTS
Section 9.1 Without Consent of Holders		59
Section 9.2 With Consent of Holders		60
Section 9.3 Revocation and Effect of Consents and Waivers		61

iii

TABLE OF CONTENTS
(continued)

	Page
Section 9.4 Notation on or Exchange of Notes		61
Section 9.5 Trustee to Sign Amendments and Supplements		61
Section 9.6 Evidence of Action Taken by Holders		61
Section 9.7 Holders to be Treated as Owners		62
Section 9.8 Noteholders Meeting; Consent		62
ARTICLE X MISCELLANEOUS
Section 10.1 Notices		64
Section 10.2 Certificate and Opinion as to Conditions Precedent		65
Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel		65
Section 10.4 Rules by Trustee, Paying Agent and Registrar		66
Section 10.5 Legal Holidays		66
Section 10.6 Governing Law, etc.		66
Section 10.7 No Recourse Against Others		67
Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders		68
Section 10.9 Successors		68
Section 10.10 Duplicate and Counterpart Originals		68
Section 10.11 Severability		68
Section 10.12 Currency Indemnity		68
Section 10.13 Table of Contents; Headings		69

iv

EXHIBIT A	Form of Note
EXHIBIT B	Form of Certificate for Transfer to QIB
EXHIBIT C	Form of Certificate for Transfer Pursuant to Regulation S
EXHIBIT D	Form of Certificate for Transfer Pursuant to Rule 144

INDENTURE, dated as of May 4, 2011, between Banco de Galicia y Buenos Aires S.A., a sociedad anónima organized and existing under the laws of Argentina with legal domicile at Perón 407, 22nd Floor (C1038AAI), Buenos Aires, Argentina, incorporated on September 28, 1905 with a duration until 2100 and registered with the Public Registry of Commerce of The City of Buenos Aires under number 4, File 21, Book 32A, year 1995 of “Corporations” (the “Bank”), The Bank of New York Mellon, as trustee (the “Trustee”), co-registrar (in such capacity, the “Co-Registrar”), paying agent (in such capacity, the “Principal Paying Agent,” and, together with any other paying agents appointed by the Bank in their respective capacities as such, the “Paying Agents”), and transfer agent (in such capacity, the “Principal Transfer Agent,” and, together with any other transfer agents appointed by the Bank in their respective capacities as such, the “Transfer Agents”), Banco de Valores S.A., as the Trustee’s representative in Argentina (in such capacity, the “Trustee’s Representative in Argentina”), and under the terms provided in this Indenture, co-registrar (in such capacity, the “Argentine Registrar”) and transfer agent (in such capacity, the “Argentine Transfer Agent”) and paying agent (in such capacity, the “Argentine Paying Agent”), and The Bank of New York Mellon (Luxembourg) S.A., a corporation (société anonyme) organized under the laws of Luxembourg, as Luxembourg paying agent (in such capacity, the “Luxembourg Paying Agent”) and Luxembourg transfer agent (in such capacity, the “Luxembourg Transfer Agent”).

W I T N E S S E T H :

WHEREAS, the Bank has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication and delivery and administration of its Initial Notes and Additional Notes (each as defined herein), pursuant to the Bank’s Global Short-Term, Medium-Term and Long-Term Notes Program for a maximum outstanding amount of U.S.$342.5 million (as amended, the “Program”);

WHEREAS, the Bank, pursuant to resolutions of its shareholders’ dated November 4, 2005, authorized the creation of the Program for an initial maximum outstanding amount of U.S.$342.5 million;

WHEREAS, the Bank, pursuant to a meeting of the Board of Directors held on September 15, 2005, approved the terms and conditions of the Program;

WHEREAS, the Bank, pursuant to resolutions of its Board of Directors dated April 4, 2011, has fully authorized the issuance in the amount of up to U.S.$300,000,000 of the Initial Notes, substantially in the form hereinafter set forth in such aggregate principal amount;

WHEREAS, the Program was authorized by the Argentine Comisión Nacional de Valores (“CNV”) by its Resolution No. 15.228, dated November 4, 2005 and the extension of the Program was authorized by the CNV pursuant to its Resolution No. 16,454, dated November 11, 2010;

WHEREAS, the Notes will qualify as “obligaciones negociables” under Argentine Law No. 23,576, as amended (the “Negotiable Obligations Law”), and Joint Resolutions No. 470-1738/2004, No. 500-222/2007 and No. 521-2352/2007 issued by the CNV and the Argentine Administración Federal de Ingresos Públicos (the “AFIP”);

1

WHEREAS, the main corporate purpose of the Bank consists of the performance of authorized operations and transactions within the banking and financial sectors.

WHEREAS, the capital stock and the shareholders’ equity of the Bank, as of December 31, 2010, was Ps.562.32 million and Ps.2,6 billion, respectively, in accordance with Argentine Banking GAAP (as defined below);

WHEREAS, the Bank has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the Notes issued on and after the date hereof;

WHEREAS, the Trustee has agreed to act as Trustee under this Indenture on the following terms and conditions; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

Each party agrees as follows for the benefit of the other parties and of the Holders of the Initial Notes and any Additional Notes (in each case as defined herein):

ARTICLE I

GENERAL

Section 1.1 Definitions.

“Accounts Receivable” means receivables of the Bank or any Subsidiary thereof generated in the ordinary course of its business.

“Additional Amounts” has the meaning set forth under Section 3.13.

“Additional Note Board Resolutions” means resolutions duly adopted by the Board of Directors of the Bank and delivered to the Trustee in an Officers’ Certificate providing for the issuance of Additional Notes.

“Additional Note Supplemental Indenture” means a supplement to this Indenture duly executed and delivered by the Bank and the Trustee pursuant to ARTICLE IX providing for the issuance of Additional Notes.

“Additional Notes” means any additional Notes as specified in the relevant Additional Note Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance with this Indenture.

“Affiliates” of any specified Person means 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 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.

2

“AFIP” means the Argentine Administración Federal de Ingresos Públicos.

“Agent” means any of the Paying Agents, the Registrar, the Transfer Agents, the Trustee’s Representative in Argentina, the Authenticating Agent or any other agent employed to act hereunder.

“Agent Members” has the meaning assigned to it in Section 2.7(b).

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: (a) 1.0% of the then outstanding principal amount of the Note; and (b) the excess of the present value at such redemption date of (i) the redemption price of the Note at May 4, 2015 plus (ii) all required interest payments due on the Notes, through May 4, 2015 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over the then outstanding principal amount of the Note.

“Argentina” means the Republic of Argentina.

“Argentine Banking GAAP” means the generally accepted accounting principles for all financial institutions in Argentina prescribed by the Central Bank, as in effect from time to time.

“Argentine Bankruptcy Law” means Argentine Law no. 24,522, as amended.

“Argentine Paying Agent” means any person authorized by the Bank to act as paying agent in Argentina and shall initially be Banco de Valores S.A., acting in such capacity, in accordance with the terms hereof, to the extent that a Certificated Note is provided to Banco de Valores S.A. for payment in Argentina by an Argentine Holder.

“Argentine Registrar” means any person authorized by the Bank to act as registrar in Argentina and shall initially be Banco de Valores S.A., acting in such capacity, in accordance with the terms hereof, to the extent that a Certificated Note is provided to Banco de Valores S.A. for registration in Argentina by an Argentine Holder.

“Argentine Transfer Agent” means any person authorized by the Bank to act as transfer agent in Argentina and shall initially be Banco de Valores S.A., acting in such capacity, in accordance with the terms hereof, to the extent that a Certificated Note is provided to Banco de Valores S.A. for transfer in Argentina by an Argentine Holder.

“Authenticating Agent” has the meaning assigned to it in Section 2.2(e).

“Authorized Agent” has the meaning assigned to it in Section 10.6(d).

3

“Bank” means the party named as such in the recitals to this Indenture and its successors and assigns, including any Surviving Entity.

“Bank Order” has the meaning assigned to it in Section 2.2(c)(i).

“Bankruptcy Law” means Title 11, U.S. Code, the Financial Institutions Law, the Argentine Bankruptcy Law or any similar U.S. federal or state law or non-U.S. law for the relief of debtors.

“Bankruptcy Law Event of Default” means:

(1) the Bank, pursuant to or under or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding;

(b) consents to the making of a Bankruptcy Order in an involuntary case or proceeding or consents to the commencement of any case against it (or them);

(c) consents to the appointment of a custodian, receiver, liquidator, assignee, trustee or similar official of it (or them) or for all or any substantial part of its property;

(d) makes a general assignment for the benefit of its (or their) creditors;

(e) files an answer or consent seeking reorganization or relief;

(f) admits in writing its inability to pay its (or their) debts generally when due; or

(g) consents to the filing of a petition in bankruptcy;

(2) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Bank or of all or any substantial part of the property of the Bank, and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days;

(3) a custodian, receiver, liquidator, assignee, trustee or similar official is appointed out of court with respect to the Bank, or with respect to all or any substantial part of the assets or properties of the Bank; or

(4) the Central Bank

(a) initiates a proceeding under Article 34, 35 or 35(bis) of the Financial Institutions Law, requesting the Bank or any of its Significant Subsidiaries to submit a plan under such Article; or

(b) orders a temporary, total or partial suspension of the activities of the Bank or any of its Significant Subsidiaries pursuant to Article 49 of the charter of the Central Bank.

4

“Bankruptcy Order” means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, receivership, winding-up, dissolution, suspension of payments, reorganization or similar proceedings, or appointing a custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

“BASE” means the Buenos Aires Stock Exchange.

“Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorized to act on behalf of the board of directors of such Person, or similar governing body of such Person, including any managing partner or similar entity of such Person.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, United States or the City of Buenos Aires, Argentina.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and partnership interests, but excluding any debt securities convertible into such equity.

“Cash Equivalents” means:

(a) any official currencies received or acquired in the ordinary course of business including, without limitation, Pesos, Euro, Dollars or any other currency of countries in which the Bank or its Subsidiaries has operations;

(b) US Government Obligations or certificates representing an ownership interest in US Government Obligations, or securities issued directly and fully guaranteed or insured by any member of the European Union, or any agency or instrumentality thereof (provided that the full faith and credit of such member is pledged in support of those securities) or other sovereign debt obligations (other than those of Argentina) rated “A” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Rule 436 under the Securities Act, in each case with maturities not exceeding one year from the date of acquisition;

5

(c) Argentine government obligations (including those of the Central Bank) or quasi-currency bonds and other obligations issued or directly and fully guaranteed or insured by the Republic of Argentina or by any agent or instrumentality thereof or any such obligations or bonds issued by or guaranteed or insured by any province in Argentina or by an agent or instrumentality thereof; provided that the full faith and credit of the Republic of Argentina is pledged in support thereof.

(d) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptance with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with, in each case with (x) Banco de Galicia y Buenos Aires S.A. and its affiliates, or (y) any bank or trust company organized or licensed under the laws of Argentina or any state thereof that at the time of acquisition thereof has a local market credit rating of at least “BBB” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s;

(e) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof or under the laws of any member state of the European Union, or under the laws of any country in which the Bank has operations in each case whose head office’s senior short term debt is rated “BBB+” or higher or such similar equivalent or higher rating by at least one Rating Agency or whose local national scale rating for senior short term debt is BBB+ or higher or such similar equivalent or higher rating; and provided, further, that in the event that no bank or trust company in such country has a local rating of BBB+ or higher or such similar equivalent or higher rating, then this clause shall apply to the three highest rated banks in the relevant country.

(f) repurchase obligations with a term of not more than 30 days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (e) above;

(g) commercial paper rated “BBB” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Rule 436 under the Securities Act and maturing within six months after the date of acquisition;

(h) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (h) above; and

(i) substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which the Bank or its Subsidiaries conducts business.

“Central Bank” means the Banco Central de la República Argentina, the Argentine Central Bank.

“Central Bank Rules” means the accounting rules of the Central Bank as in effect from time to time.

6

“Certificated Note” means any Note issued in fully-registered certificated form (other than a Global Note), which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.8 and Exhibit A.

“CNV” means the Argentine Comisión Nacional de Valores.

“Co-Registrar” means the party named as such in the recitals to this Indenture, acting as co-registrar for the Notes.

“Corporate Trust Office” means, with respect to the Trustee, the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is located on the date hereof at The Bank of New York Mellon, 101 Barclay Street, Floor 4E, New York, New York 10286, Attention: Global Finance Unit.

“Covenant Defeasance” has the meaning assigned to it in Section 8.1(c).

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning assigned to it in paragraph 1 of the Form of Reverse Side of Note contained in Exhibit A.

“Director” mans any duly elected member of the Board of Directors of the Bank as certified in an Officers’ Certificate of the Bank and delivered to the Trustee.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

(3) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the first anniversary of the Stated Maturity of the Notes.

“Distribution Compliance Period” means, with respect to any Regulation S Global Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such Notes.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Bank that is a clearing agency registered under the Exchange Act.

“Event of Default” has the meaning assigned to it in Section 6.1.

7

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the Board of Directors of the Bank and evidenced by a resolution thereof set forth in an Officers’ Certificate delivered to the Trustee.

“Financial Institutions Law” means Argentine Law Nº 21,526, as amended.

“Global Note” means any Note issued in fully-registered certificated form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.8 and Exhibit A.

“Government Agency” means any public legal entity or public agency, created by federal, national, provincial or municipal government, or any other legal entity now existing or hereafter created, or now or hereafter owned or controlled, directly or indirectly, by any public legal entity or public agency, including any central bank.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of any Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Agreement” means hedging agreements in connection with interest rates, interest rate swaps, cap and collar agreements, interest rate futures and options, currency swap agreements, currency futures and options, and similar agreements that enable the Bank to hedge financial and operating risks.

“Hedging Obligations” of any Person means the obligations of such Person under any Hedging Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

8

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal amount (or, if less, the accreted value) in respect of indebtedness of such Person for borrowed money;

(2) the principal (or, if less, the accreted value) if any, in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all reimbursement obligations of such Person in respect of the face amount of letters of credit or other similar instruments;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except trade and other ordinary course payables and contingent obligations to pay earn-outs), which purchase price is due more than twelve months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

(5) all obligations of such Person under any lease that are required to be classified and accounted for as capital lease obligations under Central Bank Rules;

(6) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect of any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(a) the Fair Market Value of such asset at such date of determination; and

(b) the amount of such Indebtedness of such other Persons;

(8) to the extent not otherwise included in this definition, all Hedging Obligations of such Person, to the extent such Hedging Obligations appear as a liability on the balance sheet of such Person; and

(9) all obligations of the type referred to in clauses (1) through (8) above of other Persons for which such Person is responsible or liable, directly or indirectly, as Guarantor or otherwise, by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to any contingent obligations, the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of such contingent obligations at such date.

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“Indenture” means this Indenture, as amended or supplemented from time to time, including the Exhibits hereto, and any supplemental indenture hereto.

“Initial Notes” means any of the Bank’s 8.75% Senior Notes due 2018 issued on the Issue Date, and any replacement Notes in respect thereof issued thereafter in accordance with this Indenture.

“Interest Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of Note contained in Exhibit A.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others; other than deposits made in the ordinary course of business), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person; provided that any advances, loans or other extensions of credit to customers or suppliers or merchants or any other Person in the ordinary course of business that are recorded as receivables from services or other receivables on the balance sheet of the applicable lender shall not constitute an Investment.

“Issue Date” means the date of this Indenture (being the original issue date of Notes hereunder).

“Legal Defeasance” has the meaning assigned to it in Section 8.1(b).

“Legal Holiday” has the meaning assigned to it in Section 10.5.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Paying Agent” means any Person authorized by the Bank to repay the principal of, or interest on, any Notes in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon (Luxembourg) S.A. with an office located at Vertigo Building Polaris 2-4 rue Eugene Rupert L-2453 Luxembourg.

“Luxembourg Transfer Agent” means any person authorized by the Bank to act as transfer agent in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon (Luxembourg) S.A. with an office located at Vertigo Building Polaris 2-4 rue Eugene Rupert L-2453 Luxembourg.

“MAE” means Mercado Abierto Electrónico.

“Maturity Date” means, when used with respect to any Note, the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, call for redemption, exercise of the repurchase right or otherwise.

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“Negotiable Obligations Law” means Argentine Law Nº 23,576 as amended and supplemented.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Note Custodian” means the custodian with respect to any Global Note appointed by DTC, or any Successor Person thereto, and shall initially be the Trustee.

“Notes” means, collectively, the Initial Notes and any Additional Notes issued under this Indenture.

“Officer” means, when used in connection with any action to be taken by the Bank or Subsidiary, the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, or the functional equivalent thereof, the Director of Corporate Finance, the Chief Legal Officer, the Treasurer or any Assistant Treasurer and the Secretary or any Assistant Secretary (or, in each case, the officers of the Bank or Subsidiary with equivalent positions).

“Officers’ Certificate” means, when used in connection with any action to be taken by the Bank or Subsidiary, a certificate signed by two Officers of the Bank or such Subsidiary, and delivered to the Trustee.

“Offering Memorandum” means the Bank’s offering memorandum dated April 28, 2011 used in connection with the Original Offering of Notes.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Bank (except as otherwise provided in this Indenture), obtained at the expense of the Bank or a Surviving Entity, and delivered to the Trustee.

“Original Offering of Notes” means the original private offering of the Initial Notes outside of Argentina and the public offering of the Notes in Argentina, which were issued on the Issue Date.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Notes, or portions thereof, for the payment or redemption of, which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Bank or an Affiliate of the Bank) in trust or set aside and segregated in trust by the Bank or an Affiliate of the Bank (if the Bank or such Affiliate of the Bank is acting as Paying Agent) for the Holders of such Notes; provided that, if Notes (or portions thereof) are to be redeemed or purchased, notice of such redemption or purchase has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made;

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(3) Notes which have been surrendered pursuant to Section 2.10 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Bank; and

(4) solely to the extent provided in ARTICLE VIII, Notes which are subject to Legal Defeasance or Covenant Defeasance as provided in ARTICLE VIII;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Bank or any other obligor under the Notes or any Affiliate of the Bank or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Bank or any other obligor upon the Notes or any Affiliate of the Bank or of such other obligor.

“Paying Agent” means the Luxembourg Paying Agent, the Principal Paying Agent, the Argentine Paying Agent and any other paying agent appointed by the Bank to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Permitted Lien” means:

(1) any Lien existing on the Issue Date;

(2) any landlord’s, workmen’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (excluding, for the avoidance of doubt, Liens in connection with any Indebtedness) that are not overdue for a period of more than 30 days, that are being contested in good faith by appropriate proceedings and that do not materially adversely affect the use of the property to which they relate;

(3) any Lien on any asset securing Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring such asset, which Lien attached to such asset concurrently with or within 90 days after the acquisition thereof;

(4) any Lien required to be created in connection with:

(a) special lines of credit or advances granted to the Bank by or through local or foreign governmental entities (including, without limitation, the Central Bank, Banco de Inversión y Comercio Exterior S.A. (“BICE”), Fondo Fiduciario para la Reconstrucción de Empresas (“FFR”), Seguro de Depósitos S.A. (“SEDESA”) and banks and export credit agencies) or international multilateral lending organizations (including, without limitation, the International Bank for Reconstruction and Development and the Inter-American Development Bank), directly or indirectly, in order to promote or develop the Argentine economy (the “líneas especiales de crédito”); or

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(b) rediscount loans (redescuentos) or advances granted by the Central Bank and by other Argentine government entities (including, without limitation, BICE, FFR and SEDESA) in response to circumstances of short-term, extraordinary illiquidity (the “redescuentos” or “adelantos”), each obtained in accordance with the applicable rules and regulations of the Central Bank or such other applicable rules and regulations governing líneas especiales de crédito or redescuentos or adelantos;

(5) any Lien on any property existing thereon at the time of acquisition of such property and not created in connection with such acquisition;

(6) any Lien securing an extension, renewal or refunding of Indebtedness secured by any Lien referred to in (1), (3), (4) or (5) above, provided that such new Lien is limited to the property which was subject to the prior Lien immediately before such extension, renewal or refunding and provided that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased;

(7) (a) any inchoate Lien for taxes, assessments or governmental charges or levies not yet due (including any relevant extensions) or

(b) any Lien in the form of a tax or other statutory Lien or any other Lien arising by operation of law, provided further that any such Lien will be discharged within 30 days after the date it is created or arises (unless contested in good faith and for which adequate reserves have been established, in which case it will be discharged within 30 days after final adjudication);

(8) any other Lien on the Bank’s assets or those of any of the Bank’s Significant Subsidiaries, provided that on the date of the creation or assumption of such Lien, the Indebtedness secured by such Lien, together with all of the Bank’s and the Bank’s Subsidiaries’ indebtedness secured by any Lien under this clause, will have an aggregate amount outstanding of no greater than 10% of our total consolidated assets as set forth in the Bank’s most recent consolidated financial statements;

(9) any Lien deemed to exist in connection with Investments in repurchase agreements permitted under this Indenture; provided that any such Lien does not extend to any assets other than those that are the subject of the repurchase agreement; or

(10) Liens arising under any Permitted Receivables Financing.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Vehicle purchases or otherwise acquires Accounts Receivable of the Bank or any Subsidiaries and enters into a third party financing thereof.

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

“Pesos” / “Ps.” means Argentine Pesos.

“Post-Petition Interest” means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Principal Paying Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Principal Payment Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Principal Transfer Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Private Placement Legend” has the meaning assigned to it in Section 2.8(b).

“Program” has the meaning assigned to it in the recitals to this Indenture.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Record Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Redemption Date” means, with respect to any redemption of Notes, the date fixed for such redemption pursuant to this Indenture and the Notes.

“Register” has the meaning assigned to it in Section 2.3(a).

“Registrar” means the Co-Registrar, the Argentine Registrar and any other registrar appointed by the Bank to act in such capacity in accordance with the terms hereof and their successors.

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“Regulation S” means Regulation S under the Securities Act or any successor regulation.
“Regulation S Global Note” has the meaning assigned to it in Section 2.1(f).

“Related Business” means any business conducted by the Bank as of the Issue Date and any business of any other Person that is related, ancillary or complementary thereto.

“Relevant Date” has the meaning assigned to it in Section 3.13.

“Resale Restriction Termination Date” means, for any Restricted Note (or beneficial interest therein), one year (or such other period specified in Rule 144) from the Issue Date or, if any Additional Notes that are Restricted Notes have been issued before the Resale Restriction Termination Date for any Restricted Notes, from the latest such original issue date of such Additional Notes.

“Responsible Officer” means, (x) when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee to administer corporate trust matters generally and in this transaction in particular (as confirmed in writing to the Bank), and (y) when used with respect to the Bank, means any executive officer of the Bank or any member of the Board of Directors of the Bank (other than independent Directors).

“Restricted Note” means any Initial Note (or beneficial interest therein) or any Additional Note (or beneficial interest therein), until such time as:

(1) the Resale Restriction Termination Date therefor has passed;

(2) such Note is a Regulation S Global Note and the Distribution Compliance Period therefor has terminated; or

(3) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.9(d) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing a Private Placement Legend.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule).

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule).

“Rule 144A Global Note” has the meaning assigned to it in Section 2.1(e).

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

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

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“Securitization Vehicle” means a financial trust or other entity,

(1) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(2) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(a) is Guaranteed by the Bank or any Subsidiary of the Bank,

(b) is recourse to or obligates the Bank or any Subsidiary of the Bank in any way, or

(c) subjects any property or asset of the Bank or any Subsidiary of the Bank, directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than the Accounts Receivables being transferred to the Securitization Vehicle),

(3) with respect to which neither the Bank nor any Subsidiary of the Bank has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clause (3), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Significant Subsidiary” means, at any relevant time, any of the Bank’s subsidiaries which is a “significant subsidiary” of the Bank within the meaning of Rule 1-02 of Regulation S-X promulgated by the SEC.

“Special Record Date” has the meaning assigned to it in Section 2.13(a).

“Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including, with respect to any principal amount which is then due and payable pursuant to any mandatory redemption provision, the date specified for the payment thereof (but excluding any provision providing for the repurchase of any such Indebtedness upon the happening of any contingency unless such contingency has occurred).

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity:

(1) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held; or

(2) that is, as of such date, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

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“Successor Person” has the meaning set forth under Section 4.1.

“Supervisory Committee” means the comisión fiscalizadora of the Bank.

“Surviving Entity” means the Person (if other than the Bank) formed by a single transaction or series of related transactions, consolidations or mergers or into which the Bank is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Bank and of the Bank’s Subsidiaries substantially as an entirety.

“Taxes” has the meaning assigned to it in Section 3.13.

“Transfer Agent” means the Luxembourg Transfer Agent, the Principal Transfer Agent, the Argentine Transfer Agent and any other transfer agent appointed by the Bank to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Transparency Directive” has the meaning assigned to it in Section 3.12(a).

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department (or any successor group of the Trustee) of the Trustee, having direct responsibility for the administration of this Indenture or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Trustee’s Representative in Argentina” means the party named as such in the recitals to this Indenture and in accordance with Section 7.11 hereof.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and that are not callable or redeemable at the issuer’s option.

“U.S. Dollars” or “U.S.$” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

Section 1.2 Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

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(2) all ratios, definitions and calculations contemplated in this Indenture with reference to (or derivative of) the financial statements of the Bank shall be interpreted and calculated in accordance with the accounting standards applicable to the Bank as of the date hereof; in the event that such accounting standards change or are otherwise modified following the date hereof for any reason, such ratios, definitions and calculations shall continue to be made in the manner originally contemplated (without giving effect to any such changes or modifications);

(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) references to the payment of principal of the Notes shall include applicable premium, if any;

(7) references to payments on the Notes shall include Additional Amounts payable on the Notes, if any;

(8) all references to Sections or Articles refer to Sections or Articles of this Indenture;

(9) references to any law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing or implementing such law; and

(10) the term “obligor,” when used with respect to the Notes, means the Bank and any other obligor as of the date of this Indenture.

Section 1.3 Agents.

(a) The Bank hereby appoints each of the Registrar, the Transfer Agent and the Paying Agent as its agent in relation to the Notes for the purposes specified in this Indenture and in the terms of the Notes applicable thereto and all matters incidental thereto. Each of the Agents shall have the rights, powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act on behalf of the Bank as the Bank and such Agent may hereafter agree in writing. By execution of this Indenture, each of the Agents accepts its appointment as agent of the Bank in relation to the Notes and shall comply with the provisions of this Indenture and the Notes applicable thereto.

(b) The Bank may vary or terminate the appointment of any Agent at any time and from time to time upon giving at least 30 days’ written notice to such Agent and to the Trustee. Each Agent may at any time resign by giving no less than 30 days’ written notice to the Bank of such intention on its part, specifying the date on which its desired resignation shall become effective. In the event that the Bank fails to appoint a new Agent to succeed the resigning Agent within 30 days after receiving notice of such resignation, the resigning Agent shall have the power to appoint a successor Agent.

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(c) No Agent makes any representation as to the validity or sufficiency of this Indenture, any offering materials or the Notes. No Agent shall be accountable for the use or application by the Bank of the Notes or the proceeds thereof.

(d) Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken or damage suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement, or other document to the extent that such communication conforms to the provisions set forth herein, and is believed by it, in good faith, to be genuine and to have been passed or signed by the proper parties.

(e) Each of the Agents may become the owners of, or acquire any interest in, any Notes, with the same rights that they would have if it were not acting in such capacity, and may engage or be interested in any financial or other transaction with the Bank.

(f) The Bank agrees to indemnify and defend each of the Agents and each of their respective officers, directors, employees and agents for, and to hold each of them harmless against any damage, loss, liability, cost, claim, action, demand or expense (including reasonable fees and expenses of legal counsel) arising out of or in connection with each of their respective appointments, or the exercise of each of their respective powers and rights and the performance of each of their respective duties hereunder, or the performance of any other duties pursuant to the terms and conditions hereof, except such as may result from each of their negligence, bad faith or willful misconduct or that of each of their respective officers or employees. Notwithstanding anything contained in this Indenture to the contrary, the indemnity set forth in this paragraph shall survive the payment of the Notes, the resignation or removal of any Agent and/or the termination of this Indenture.

(g) Except as otherwise provided herein, none of the Agents shall be liable for any action taken or omitted by it in good faith, in the absence of negligence or willful misconduct.

(h) Each Agent may execute any of its powers or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and such Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. The Bank covenants and agrees to pay to each Agent all such compensation agreed to in writing by the Bank and each Agent and to reimburse each of the Agents for the reasonable and documented out of pocket expenses (including the reasonable fees and expenses of its counsel) incurred by it in connection with the services rendered by it hereunder, including, without limitation, any payments made in connection with taxes or other charges relating to such services. The Bank shall reimburse the relevant Agent for such expenses within 30 days from receiving a written request therefor together with the appropriate documentation for such expenses.

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(i) None of the provisions contained in this Indenture shall require any of the Agents to expend, advance or risk its own funds or otherwise incur any personal financial liability in the performance of any of their duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(j) The duties and obligations of each Agent with respect to the Notes and this Indenture shall be determined solely by the express provisions of this Indenture, and each Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against each such Agent. The duties and obligations of each Agent are several and not joint.

ARTICLE II

THE NOTES

Section 2.1 Form and Dating.

(a) The Initial Notes are being originally issued by the Bank on the Issue Date. The Notes shall be issued in fully registered certificated global form without coupon, and in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes and the certificate of authentication shall be substantially in the form of Exhibit A.

(b) The terms and provisions of the Notes, the form of which is in Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Bank and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. In the event of any discrepancies between the provisions or definitions of this Indenture and the ones in any Note, the provisions and definitions of this Indenture will control. Except as otherwise expressly permitted in this Indenture, all Notes shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under this Indenture shall vote and consent together on all matters as one class.

(c) The Bank agrees to cause the Notes to comply with Article 7 of the Negotiable Obligations Law.

(d) The Notes may have notations, legends or endorsements as specified in Section 2.8 or as otherwise required by law, stock exchange rule or DTC rule or usage. The Bank shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

(e) Notes originally offered and sold to QIBs in reliance on Rule 144A shall be represented by a permanent global certificate without interest coupons (each, a “Rule 144A Global Note”).

(f) Notes originally offered and sold outside the United States of America in reliance on Regulation S shall be represented by a permanent global certificate without interest coupons (each, a “Regulation S Global Note”).

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Section 2.2 Execution and Authentication.

(a) A member of the Board of Directors and a member of the Supervisory Committee shall sign the Notes for the Bank by manual or facsimile signature. If a member of the Board of Directors and/or a member of the Supervisory Committee whose signature is on a Note no longer holds that position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

(b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on the certificate of authentication on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Bank may deliver one or more Notes executed by the Bank to the Trustee for authentication together with the applicable documents referred to below in this Section 2.2, and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Bank (contained in the Bank Order referred to below) or pursuant to such procedures as may be specified from time to time by a Bank Order. Such Bank Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Bank as to the form and terms of such Notes. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon:

(i) a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Bank) and completion of any terms not set forth in such Notes as executed by the Bank or setting forth procedures as to such completion and delivery (the “Bank Order”);

(ii) any resolutions of the Board of Directors and an Officers’ Certificate;

(iii) to the extent the form and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors, an Officers’ Certificate, prepared in accordance with Section 10.2, either setting forth the form and terms of the Notes; and

(iv) an Opinion of Counsel, prepared in accordance with Section 10.2, from Argentine counsel and New York counsel which shall state (a) that the form and terms of such Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; and (b) that such Notes, when authenticated and delivered by the Trustee and issued by the Bank in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Bank, enforceable against the Bank in accordance with and subject to such matters as counsel may therein specify.

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(d) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the Bank, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it.

(e) The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Bank to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.

Section 2.3 Registrar, Transfer Agent and Paying Agent.

(a) The Bank shall maintain an office or agency in the Borough of Manhattan, City of New York, in the City of Buenos Aires, Argentina and, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg (which office or agency may be the Corporate Trust Office of the Trustee or an Affiliate of the Trustee), where Notes may be presented or surrendered for registration of transfer or for exchange and where Notes may be presented for payment. The Argentine Paying Agent, Argentine Registrar and Argentine Transfer Agent shall act only to the extent that an Argentine Holder presents it with a Certificated Note for payment, registration and/or transfer, respectively, in Argentina; it being understood that if an Argentine Holder presents the Argentine Paying Agent with a Certificated Note for payment in Argentina, the Argentine Paying Agent shall provide immediate notice to the Paying Agent, and shall pay principal or interest on the Notes only upon acknowledgment by the Paying Agent that the Paying Agent is unable to make payment by law or by reason of any order, ruling or regulation issued by any court or Government Agency and only if the Argentine Paying Agent has received the Bank’s deposit pursuant to Section 3.1(a). The Co-Registrar will keep a register (the “Register”) at its office for the registration of ownership, exchange and transfer of the Notes. In the case of the replacement of the Notes, the Register will include notations of the Note so replaced, and the date of the Note issued in replacement thereof. In the case of the cancellation of the Notes, the Register will include notations of the Note so cancelled and the date on which such Note was cancelled. The Argentine Registrar shall maintain a record of copies of all registrations of ownership, exchange and transfer of Notes at its office in the City of Buenos Aires, Argentina. The Co-Registrar shall give a copy of the Register and immediate notice to the Argentine Registrar of any registration of ownership, exchange or transfer of the Notes in the Register. In

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the event that an Argentine Holder presents a Certificated Note for registration, exchange or transfer in Argentina, the Argentine Registrar shall give a copy of the initial Register and immediate notice to the Co-Registrar of any registration of ownership, exchange or transfer of the Notes. The Register will show the amount of the Notes, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Co-Registrar and the Argentine Registrar shall at all reasonable times during office hours make the Register (or copies of the Register, in the case of the Argentine Registrar) available to the Bank or any Person authorized by the Bank in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and written direction of the Bank, the Co-Registrar and the Argentine Registrar shall deliver to such Persons all lists of Holders of Notes, their addresses and amounts of such holdings as the Bank may request. The Bank may appoint one or more co-registrars and one or more additional paying agents. The Bank may change any Paying Agent or Registrar without notice to any Holder. The Bank will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Bank fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Bank or any of its Subsidiaries may act as Paying Agent or Registrar.

(b) The Bank shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Transfer Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Bank shall notify the Trustee of the name and address of each such agent. If the Bank fails to maintain a Registrar, Paying Agent or Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Bank may act as Paying Agent, Registrar, or Transfer Agent.

(c) The Bank initially appoints The Bank of New York Mellon as Co-Registrar, Paying Agent and Transfer Agent (and The Bank of New York Mellon hereby accepts such appointment), until such time as another Person is appointed as such, Banco de Valores S.A. as Argentine Registrar, Argentine Paying Agent, Transfer Agent and Representative of the Trustee in Argentina (and Banco de Valores S.A. hereby accepts such appointment) under the conditions set forth in this Indenture, until such time as another Person is appointed as such, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (and The Bank of New York Mellon (Luxembourg) S.A., hereby accepts such appointment), until such time as another Person is appointed as such.]

(d) The Bank may change the Registrar, Paying Agent and Transfer Agent without notice to Holders.

Section 2.4 Paying Agent to Hold Money in Trust. The Bank shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust separate and apart from, and not commingle with any other properties, for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes (whether such money has been distributed to it by the Bank or any other obligor of the Notes) in accordance with the terms of this Indenture and shall notify the Trustee in writing of any Default by the Bank (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Bank or an Affiliate of the Bank acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Bank at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Bank) shall have no further liability for the money delivered to the Trustee. Upon any proceeding under any Bankruptcy Law with respect to the Bank, any Affiliate of the Bank, if the Bank or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Bank or such Affiliate as Paying Agent.

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The receipt by the Paying Agent or the Trustee from the Bank of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall satisfy the obligations of the Bank herein and under the Notes to make such payment to the Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not exceed any amounts paid to it by the Bank, or held by it, on behalf of the Holders under this Indenture. Notwithstanding the preceding sentence or any other provision of this Indenture to the contrary, the Bank (without prejudice to its rights against the Trustee or any Paying Agent) shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the Notes and this Indenture as shall result in the receipt by the Holders of such amounts as would have been received by them had no such failure occurred. Upon the Bank’s repayment in full of the Notes, and so long as the Paying Agent no longer holds any money payable to the Holders or the Trustee, as the case may be, in connection with this Indenture or the Notes, as applicable, the Paying Agent shall be relieved of any of its obligations under this Indenture and the Notes and any actions other than the exercise of rights, required to be taken by the Paying Agent, shall be taken by the Bank or its Subsidiaries.

Section 2.5 CUSIP and ISIN Numbers. In issuing the Notes, the Bank may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Bank shall promptly notify the Trustee in writing of any initial CUSIP and/or ISIN numbers and any change in the CUSIP or ISIN numbers.

Section 2.6 Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Bank shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.7 Global Note Provisions.

(a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC; (ii) be delivered to the Note Custodian; and (iii) bear the appropriate legend, as set forth in Section 2.8 and Exhibit A. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture.

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(b) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian under such Global Note, and DTC may be treated by the Bank, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Bank, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by DTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

(c) Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in the following limited circumstances:

(i) DTC notifies the Bank that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Bank within 90 days of such notice;

(ii) the Bank executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or

(iii) an Event of Default has occurred and is continuing with respect to the Notes.

In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Bank shall execute, and upon Bank Order the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations.

Section 2.8 Legends.

(a) Each Global Note shall bear the legend specified therefor in Exhibit A on the face thereof.

(b) Each Restricted Note shall bear the private placement legend specified therefor in Exhibit A on the face thereof (the “Private Placement Legend”).

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Section 2.9 Transfer and Exchange. The following provisions shall apply with respect to any proposed transfer of an interest in a Rule 144A Global Note that is a Restricted Note:

(a) If (1) the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred; and

(ii) a certificate in the form of Exhibit C from the transferor,

the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the foregoing.

(b) If the owner of a beneficial interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred; and

(ii) a certificate in the form of Exhibit B duly executed by the transferor,

the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

(c) Other Transfers. Any transfer of Restricted Notes not described in this Section 2.9 (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the rules and procedures of DTC, but is not subject to any procedure required by this Indenture) shall be made only upon receipt by the Bank, the Trustee and the Registrar of such Opinions of Counsel, certificates and/or other information reasonably required by and satisfactory to it in order to ensure compliance with the Securities Act or in accordance with Section 2.9(d).

(d) Use and Removal of Private Placement Legends. Upon the registration of transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such registration of transfer, exchange or replacement) a Private Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Certificated Notes if they have been issued pursuant to Section 2.7(c)) that does not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Note Custodian and Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:

(i) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Registrar of a certificate of the transferor in the form of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Registrar;

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(ii) such Notes (or beneficial interests) are transferred, replaced or exchanged after the Resale Restriction Termination Date therefor;

(iii) a transfer of such Notes is made pursuant to an effective registration statement, in which case the Private Placement Legend shall be removed from such Note so transferred at the request of the Holder; or

(iv) in connection with such registration of transfer, exchange or replacement the Registrar shall have received an Opinion of Counsel addressed to it, the Trustee and the Bank and other evidence reasonably satisfactory to it to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the Holder on or after the Resale Restriction Termination Date therefor. The Holder of a Global Note may exchange an interest therein for an equivalent interest in a Global Note not bearing a Private Placement Legend (other than a Regulation S Global Note) upon transfer of such interest pursuant to any of clauses (i) through (iv) of this Section 2.9(d).

(e) Consolidation of Global Notes. Nothing in this Indenture shall provide for the consolidation of any Notes with any other Notes unless they constitute, as determined pursuant to an Opinion of Counsel, the same classes of securities for U.S. federal income tax purposes.

(f) Retention of Documents. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this ARTICLE II. The Bank shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(g) Execution, Authentication of Notes, etc.

(i) Subject to the other provisions of this Section 2.9 when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Bank and to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

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(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Bank, the Registrar, or the Trustee may require payment of a sum sufficient to cover any transfer tax, assessment, or similar governmental charge payable in connection therewith.

(iii) The Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning: (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing; or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date.

(iv) Prior to the due presentation for registration of transfer of any Note, the Bank, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Bank, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(vi) The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee.

(h) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

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(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the express terms of this Indenture, to examine the same to determine if it substantially complies on its face as to form with the express requirements hereof, and to notify the party delivering the same if the certificate does not so comply.

Section 2.10 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken and if the requirements of Section 8-405 of the Uniform Commercial Code of the State of New York are met, the Bank shall execute and upon Bank Order the Trustee shall authenticate a replacement Note if the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Bank, such Holder shall furnish an affidavit of loss and indemnity bond sufficient in the judgment of the Bank and the Trustee to protect the Bank, the Trustee, the Paying Agent, the Registrar and any Co-Registrar from any loss that any of them may suffer if a Note is replaced, and, in the absence of notice to the Bank or a Trust Officer of the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code of the State of New York), the Bank shall execute and upon Bank Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

(b) Upon the issuance of any new Note under this Section 2.10, the Bank, the Trustee and the Registrar may require from such Holder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Bank’s counsel, the Trustee and its counsel) in connection therewith.

(c) In case any mutilated, destroyed or wrongfully taken Note has become or is about to become due and payable, the Bank may, in its discretion, pay such Notes instead of issuing a new Note in replacement thereof.

(d) Every new Note issued pursuant to this Section 2.10 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Bank and any other obligor upon the Notes, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e) The provisions of this Section 2.10 shall be exclusive and shall be in lieu of, to the fullest extent permitted by applicable law, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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Section 2.11 Temporary Notes. Until definitive Notes are ready for delivery, the Bank may execute and upon Bank Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Bank considers appropriate for temporary Notes. Without unreasonable delay, the Bank shall prepare and execute and upon Bank Order the Trustee shall authenticate definitive Notes. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Bank for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Bank shall execute and upon Bank Order the Trustee shall authenticate and make available for delivery in exchange therefor one or more definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.

Section 2.12 Cancellation. The Bank at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of cancelled Notes in accordance with its customary procedures or return to the Bank all Notes surrendered for registration of transfer, exchange, payment or cancellation. Subject to Section 2.10, the Bank may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange upon Bank Order.

Section 2.13 Defaulted Interest. When any installment of interest becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Record Date applicable to such installment of interest. Defaulted Interest (including any interest on such Defaulted Interest) may be paid by the Bank, at its election, as provided in Section 2.13(a) or Section 2.13(b).

(a) The Bank may elect to make payment of any Defaulted Interest (including any interest on such Defaulted Interest) to the Holders in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Bank shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid and the date of the proposed payment, and at the same time the Bank shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 2.13(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted

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Interest, which shall be not more than 15 calendar days and not less than ten calendar days prior to the date of the proposed payment and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Bank of such Special Record Date and, in the name and at the expense of the Bank, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the registration books of the Registrar, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Holders in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.13(b).

(b) Alternatively, the Bank may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Bank to the Trustee of the proposed payment pursuant to this Section 2.13(b) such manner of payment shall be deemed practicable by the Trustee.

Section 2.14 Additional Notes. The Bank may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes having terms and conditions set forth in Exhibit A identical to those of the Initial Notes, except that Additional Notes:

(a) may have a different issue price, issue date and, if applicable, date from which the interest shall accrue from the Initial Notes;

(b) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; and

(c) may have terms specified in the Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this ARTICLE II and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws).

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ARTICLE III

COVENANTS

Section 3.1 Payment of Notes.

(a) The Bank shall pay the principal of and interest (including Defaulted Interest) on the Notes in U.S. Dollars on the dates and in the manner provided in the Notes and in this Indenture. Prior to 11:00 a.m. (New York City time) on the Business Day prior to each Interest Payment Date, the Maturity Date or any other date on which principal on the Notes is due and payable in accordance with the terms thereof, the Bank shall deposit with the Paying Agent in immediately available funds U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. If the Bank or an Affiliate of the Bank is acting as Paying Agent, the Bank or such Affiliate shall, prior to 11:00 a.m. (New York City time) on each Interest Payment Date, the Maturity Date or such other payment date, segregate and hold in trust U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the Bank or an Affiliate of the Bank) holds in accordance with this Indenture U.S. Dollars designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. Notwithstanding the foregoing, the Bank may elect to make the payments of interest by check mailed to the registered Holders at their registered addresses.

(b) If a Holder of Notes in an aggregate principal amount of at least U.S.$1,000,000 has given wire transfer instructions to the Bank, the Bank shall make all principal and interest payments on those Notes in accordance with such instructions.

(c) Notwithstanding anything to the contrary contained in this Indenture, the Bank may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

Section 3.2 Maintenance of Office or Agency.

(a) The Bank shall maintain each office or agency required under Section 2.3 where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Bank in respect of the Notes and this Indenture may be served. The Bank shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency.

(b) The Bank may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Bank of its obligation to maintain an office or agency in The City of New York, the City of Buenos Aires, (Argentina) or, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg, for such purposes. The Bank shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

Section 3.3 Maintenance of Corporate Existence; Properties. Subject to ARTICLE IV, the Bank shall and shall cause each of its Subsidiaries to, (a) maintain in effect its corporate existence and all registrations necessary therefor, (b) take all reasonable actions to maintain all rights, privileges, titles to property or franchises necessary in the normal conduct of its business and (c) keep all its property used or useful in the conduct of its business in good working order and condition; provided that this covenant shall not require it to maintain any such right, privilege, title to property or franchises or maintain the working order of its property or to preserve the corporate existence of any Subsidiary, if its Board of Directors determines in good faith that the maintenance or preservation thereof is no longer necessary or desirable in the conduct of its business.

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Section 3.4 Compliance with Law. The Bank shall, and shall cause each of its Subsidiaries to, comply with all applicable laws, rules, regulations, orders and resolutions of each Government Agency having jurisdiction over it or its business except where the failure to so comply would not have a material adverse effect on it and its Subsidiaries’ business, assets, operations or financial condition taken as a whole.

Section 3.5 Maintenance of Books and Records. The Bank shall maintain books, accounts and records in accordance with the Central Bank Rules and current legal requirements in Argentina.

Section 3.6 Negative Pledge. The Bank shall not, and shall not permit any of its Significant Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien, except a Permitted Lien, upon its present or future assets to secure any Indebtedness unless, at the same time or prior thereto, its obligations under the Notes and this Indenture, as the case may be, are secured equally and ratably therewith.

Section 3.7 Payment of Taxes. The Bank shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges (including stamp or other issuance or transfer taxes) or duties levied or imposed upon the Bank or any of its Subsidiaries or for which it or any of them are otherwise liable, or upon the income, profits or property of the Bank or any of its Subsidiaries, and the Bank shall reimburse the Trustee and Holders for any fines, penalties or other fees they are required to pay as a result of the failure by the Bank or any of its Subsidiaries to pay or discharge any of the abovementioned taxes, assessments and government charges; provided, however, that, other than with respect to any taxes or duties described herein that would become payable by the Trustee or the Holders in the event the Bank or any of its Subsidiaries fail to pay such taxes or duties, the Bank shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Bank), are being maintained in accordance with Argentine Banking GAAP or where the failure to effect such payment shall not have a material adverse effect upon the financial condition of the Bank, taken as a whole, or on the performance of the Bank’s obligations hereunder.

Section 3.8 Further Actions. The Bank shall use its reasonable best efforts to take any action, satisfy any condition or do any thing (including the obtaining or effecting of any necessary consent, approval, authorization, exemption, filing, license, order, recording or registration) at any time required in accordance with the applicable laws and regulations to be taken, fulfilled or done in order (a) to enable them lawfully to enter into, exercise their rights and perform and comply with their payment obligations under the Notes and this Indenture, as the case may be, (b) to ensure that those obligations are legally binding and enforceable, and (c) to make the Notes and this Indenture admissible in evidence in the courts of Argentina.

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Section 3.9 Waiver of Stay, Extension or Usury Laws. The Bank covenants (to the fullest extent permitted by applicable law) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Bank from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture. The Bank hereby expressly waives (to the fullest extent permitted by applicable law) all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 3.10 Conduct of Business. The Bank will not engage in any business other than a Related Business.

Section 3.11 Reports to Holders

(a) So long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Bank shall, during any such period that the Bank is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or becomes exempt from such reporting requirements pursuant to, and in compliance with, Rule 12g3-2(b) under the Exchange Act, furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) The Bank shall furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes upon their request):

(i) within 120 days after the end of each of the Bank’s fiscal years (or, if later, the date on which the Bank is required to deliver to the CNV or to the Central Bank financial statements for the relevant fiscal period), a copy of the Bank’s audited consolidated balance sheet as of the end of such fiscal year and its consolidated statements of income and statements of shareholders’ equity and statements of cash flows for such fiscal year, prepared in accordance with Central Bank Rules applied consistently throughout the periods reflected therein (except as otherwise expressly noted therein) and delivered in both the English and Spanish languages;

(ii) within 60 days after the end of the first three fiscal quarters of each of the Bank’s fiscal years (or, if later, the date on which the Bank is required to deliver to the CNV or to the Central Bank financial statements for the relevant fiscal period), a copy of its unaudited consolidated balance sheet as of the end of each such quarter and its unaudited consolidated statements of income and statements of shareholders’ equity and statements of cash flows for such quarter, prepared in accordance with Central Bank Rules applied consistently throughout the periods reflected therein (except as otherwise expressly noted therein) and delivered in both the English and Spanish languages; and

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(iii) within 180 days after the end of each of the Bank’s fiscal years, a “management’s discussion and analysis” in respect of the financial statements of the Bank contemplated in clause (i) above, substantially in the form and substance to the effect generally required of foreign private issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided, however, that the Bank shall not be required to provide such analysis so long as its parent company, Grupo Financiero Galicia S.A., continues to file annual reports with the SEC pursuant to Form 20-F or its equivalent.

Each such annual report will be accompanied by an Officers’ Certificate to the effect that (A) the financial statements contained in such report fairly present, in all material respects, the consolidated financial condition of the Bank and its Subsidiaries as of the date of such financial statements and the results of their operations for the period covered thereby; and (B) such financial statements have been prepared in accordance with Argentine Banking GAAP and/or IFRS, as applicable.

(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Bank’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.12 Listing and Trading.

(a) In the event that the Notes are listed on (i) the Luxembourg Stock Exchange for trading on the Euro MTF Market and (ii) the BASE and admitted to trading on the MAE, the Bank shall use its commercially reasonable efforts to maintain such listings and authorizations; provided that if, as a result of the European Union regulated market amended Directive 2001/34/EC (the “Transparency Directive”) or any legislation implementing the Transparency Directive or other directives or legislation, the Bank could be required to publish financial information either more regularly than it otherwise would be required to or according to accounting principles which are materially different from the accounting principles which the Bank would otherwise use to prepare its published financial information, the Bank, with the prior consent of the Holders, may delist the Notes from the Luxembourg Stock Exchange in accordance with the rules of such exchange and seek an alternative (to the extent commercially reasonable) admission to listing, trading and/or quotation for the Notes on a different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation system inside or outside the European Union as the Board of Directors of the Bank may decide.

(b) From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and so long as it is required by the rules of such exchange, all notices to the Holders shall be published in English in accordance with Section 10.1(b).

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Section 3.13 Additional Amounts. All payments by the Bank of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed (“Taxes”) by or within Argentina or by or within any political subdivision thereof or any authority therein or thereof having power to tax or by any jurisdiction from or through which payments are made on the Notes (a “Relevant Jurisdiction”), unless such withholding or deduction is required or compelled by law. In the event of any such withholding or deduction, the Bank shall pay to holders of the Notes in U.S. Dollars such additional amounts (“Additional Amounts”) as will result in the payment to such holder of the U.S. Dollar amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable:

(a) in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection, including a permanent establishment, between the holder or beneficial owner of the Note or any payment in respect of such Note (or, if the holder or beneficial owner is an estate, nominee, trust, partnership or corporation, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the holder or beneficial owner), other than the mere receipt of such payment or the mere acquisition, holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder;

(b) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment (where presentation is required) within 30 days after the Relevant Date (as defined below) except to the extent that the holder or beneficial owner thereof would have been entitled to such Additional Amounts if it had presented such Note for payment the last day of such 30-day period;

(c) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the holder, the beneficial owner of the Note or the Trustee to (i) make a declaration of non-residence, or any other claim or filing for exemption or reduction, to which it is entitled or (ii) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or any reasonable connection with a Relevant Jurisdiction, including without limitation, pursuant to any applicable law, statute, treaty or regulation of Argentina or written administrative instruction of the AFIP;

(d) if the Bank is required or compelled by law to make any withholding or deduction for or on account of, or is obligated to act as “substitute obligor” for, the personal assets tax under Argentine tax law (Section 26 Law 25,721, as amended);

(e) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

(f) in respect of any Taxes payable other than by withholding or deduction;

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(g) in respect of any payment to a holder of a Note that is a trustee or other fiduciary, a partnership (including an entity treated as a partnership for tax purposes) or a limited liability company or any other Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such trustee or fiduciary, a partner or member of such partnership or limited liability company or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, partner member or beneficial owner been the actual holder of such Note;

(h) in respect of any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of savings income (the “Directive”) implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting on November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive;

(i) in respect of any taxes imposed in connection with a Note presented for payment by or on behalf of a holder thereof who would have been able to avoid such tax by presenting the relevant Note to another paying agent in a member state of the European Union if the holder of the Note is a resident of the European Union for tax purposes;

(j) in respect of any income taxes imposed in connection with Title VI of Law No. 20,628, excluding those entities subject to Law No. 21,526 governing financial institutions; or

(k) in respect of any combination of (a) through (j) above.

“Relevant Date” means, with respect to any payment due from the Bank, whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the holders of the Notes in accordance with this Indenture.

All references to principal and interest in respect of the Notes shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Notes.

At least ten Business Days prior to the first Interest Payment Date (and at least ten Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Bank shall furnish to the Trustee and the Paying Agent an Officers’ Certificate instructing the Trustee and such Paying Agent whether payments of principal of or interest on the Notes due on such Interest Payment Date shall be without deduction or withholding for or on account of any local taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Bank shall furnish the Trustee and such Paying Agent with an Officers’ Certificate which specifies the amount, if any, required to be withheld or deducted on such payment to holders of the Notes and certifies that the Bank shall pay such withholding or deduction to the appropriate taxing authority. Any Officers’ Certificate required by this Indenture to be provided to the Trustee and the Paying Agent for these purposes shall be deemed to be duly provided if faxed to the Trustee and the Paying Agent.

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The Bank shall furnish to the Trustee the official receipts (or a certified copy of the official receipts), if issued, evidencing payment of Taxes. Copies of such receipts shall be made available to holders of the Notes upon request.

The Bank shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Argentina and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Section 3.14 Use of Proceeds. The Bank shall use the proceeds of the sale of the Notes as set forth under the caption “Use of Proceeds” in the Offering Memorandum.

Section 3.15 Compliance Certificates.

(a) The Bank shall deliver to the Trustee within 120 days after the end of each fiscal year of the Bank beginning on December 31, 2010 an Officers’ Certificate signed by any two of its principal executive officer, its principal financial officer and its principal accounting officer stating that in the course of the performance by the signers of their duties as Officers of the Bank they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what action the Bank is taking or proposes to take with respect thereto.

(b) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Bank’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Indenture; provided, however, that nothing herein shall relieve the Trustee of any obligations to monitor the Bank’s timely delivery of the reports and certificates described in Section 3.11.

ARTICLE IV

MERGERS, CONSOLIDATIONS, SALES, LEASES

Section 4.1 Mergers, Consolidations, Sales, Leases. The Bank shall not merge, consolidate or amalgamate with or into, or convey or transfer or lease all or substantially all of its properties and assets, whether in one transaction or a series of related transactions, to any Person unless

(a) immediately after giving effect to such transaction, no Event of Default will have occurred and be continuing;

(b) any Person formed by any such merger, consolidation or amalgamation, or the Person which acquires by conveyance or transfer, or which leases, such properties and assets (the “Successor Person”):

(i) is a corporation organized and validly existing under the laws of Argentina, the United States, any State thereof or the District of Columbia, or under the laws of any other country that is a member of the OECD; and

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(ii) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on (including Additional Amounts, if any, that may result due to withholding by any authority having the power to tax to which the Successor Person is or may be subject) all of the Notes and all of the Bank’s other obligations under the Notes and this Indenture;

(c) (c) either (i) the Bank or the Successor Person shall have delivered to the Trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such transaction and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred or (ii) the Successor Person agrees to indemnify each Holder against any tax, assessment or governmental charge thereafter imposed on such Holder by a Government Agency solely as a consequence of such consolidation, merger, amalgamation, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes; and

(d) the Successor Person (except in the case of leases), if any, succeeds to and becomes substituted for the Bank with the same effect as if it had been named in the Notes as the Bank.

ARTICLE V

REDEMPTION AND REPURCHASES OF NOTES

Section 5.1 Redemption. The Bank may or shall redeem the Notes, as a whole or from time to time in part, subject to the conditions and at the redemption prices specified in the form of Notes in Exhibit A.

Section 5.2 Election to Redeem. In the case of an optional redemption, the Bank shall evidence its election to redeem any Notes pursuant to Section 5.1 by a Board Resolution. The Bank shall deliver to the Trustee an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Bank, to the effect that all governmental approvals necessary for the Bank to effect such redemption have been or at the time of redemption will be obtained and be in full force and effect and that the Bank is entitled to effect such a redemption pursuant to this Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

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Section 5.3 Notice of Redemption.

(a) The Bank shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 10.1, not less than 30 nor more than 90 days prior to the Redemption Date by first-class mail, postage prepaid, to each Holder of Notes to be redeemed at its registered address. If the Bank itself gives the notice, it shall also deliver a copy to the Trustee. Notice shall also be provided to the CNV.

(b) If either (i) the Bank is not redeeming all Outstanding Notes, or (ii) the Bank elects to have the Trustee give notice of redemption, then the Bank shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officers’ Certificate requesting that the Trustee request that DTC (in the case of Global Notes) or the Trustee (in the case of Certificated Notes) select the Notes to be redeemed pro rata and/or give notice of redemption and setting forth the information required by Section 5.3(c) (with the exception of the identification of the particular Notes, or portions of the particular Notes, to be redeemed in the case of a partial redemption). If the Bank elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Bank and at the Bank’s expense.

(c) All notices of redemption shall state:

(i) the Redemption Date;

(ii) the redemption price and the amount of any accrued interest payable as provided in Section 5.6;

(iii) whether or not the Bank is redeeming all Outstanding Notes;

(iv) if the Bank is not redeeming all Outstanding Notes, the aggregate principal amount of Notes that the Bank is redeeming and the aggregate principal amount of Notes that shall be Outstanding after the partial redemption, as well as the identification of the particular Notes, or portions of the particular Notes, that the Bank is redeeming;

(v) if the Bank is redeeming only part of a Note, the notice that relates to that Note shall state that on and after the Redemption Date, upon surrender of that Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount of the Note remaining unredeemed;

(vi) if the Bank is redeeming only part of a Note, the notice that relates to that Note shall state the portion of the principal amount thereof to be redeemed;

(vii) that on the Redemption Date the redemption price and any accrued interest payable to the Redemption Date as provided in Section 5.6 shall become due and payable in respect of each Note, or the portion of each Note, to be redeemed, and, unless the Bank defaults in making the redemption payment, that interest on each Note, or the portion of each Note, to be redeemed, shall cease to accrue on and after the Redemption Date;

(viii) the place or places where a Holder must surrender the Holder’s Notes for payment of the redemption price; and

(ix) the CUSIP or ISIN number, if any, listed in the notice or printed on the Notes, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number.

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(d) For as long as the Notes are listed on the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Bank shall cause notices of redemption to be published as provided under Section 10.1 of this Indenture and, once in each year in which there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered.

Section 5.4 Selection of Notes to Be Redeemed in Part.

(a) If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected pro rata as near as possible by DTC in the case of Notes represented by a Global Note or by the Trustee pro rata as near as possible. The Trustee shall make the selection from the Outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Bank in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. In the event of a partial redemption by lot, the Trustee shall select the particular Notes to be redeemed not less than 30 nor more than 90 days prior to the relevant Redemption Date from the Outstanding Notes not previously called for redemption. The Bank may redeem Notes in denominations of U.S.$150,000 only in whole. The Trustee may select for redemption portions (equal to U.S.$150,000 or any integral multiple of U.S.$1,000 in excess thereof).

(b) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of that Note which has been or is to be redeemed.

Section 5.5 Deposit of Redemption Price. Prior to 11:00 a.m. New York City time on the Business Day prior to the relevant Redemption Date, the Bank shall deposit with the Trustee or with a Paying Agent (or, if the Bank is acting as Paying Agent, segregate and hold in trust as provided in Section 2.4) an amount of money in immediately available funds sufficient to pay the redemption price of, and accrued interest on, all the Notes that the Bank is redeeming on that date.

Section 5.6 Notes Payable on Redemption Date. If the Bank, or the Trustee on behalf of the Bank, gives notice of redemption in accordance with this ARTICLE V, the Notes, or the portions of Notes, called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to the Redemption Date), and from and after the Redemption Date (unless the Bank shall default in the payment of the redemption price and accrued interest) the Notes or the portions of Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with the notice, the Bank shall pay the Notes at the redemption price, together with accrued interest, if any, to the Redemption Date. If the Bank shall fail to pay any Note called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

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Section 5.7 Unredeemed Portions of Partially Redeemed Note. Upon surrender of a Note that is to be redeemed in part, the Bank shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of the Note at the expense of the Bank, a new Note or Notes, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the Note surrendered; provided that each new Note shall be in a principal amount of U.S.$100,000 or integral multiples of U.S.$1,000 in excess thereof.

Section 5.8 Repurchases; Notes held by the Bank and/or Affiliates. The Bank may at any time, and from time to time, repurchase the Notes on the open market or in any other manner, at any price, and may resell or otherwise dispose of such Notes at any time. Any Notes so repurchased by the Bank may be cancelled and/or presented to the Trustee for cancellation, as applicable.

Section 5.9 Application of Redemption Payments. Redemptions of the Notes pursuant to this ARTICLE V shall be applied pro rata to the Outstanding Notes being redeemed.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1 Events of Default. Each of the following is an “Event of Default” with respect to the Notes:

(a) default for 30 days in payment of any interest or Additional Amounts on the Notes when the same becomes due and payable;

(b) default in payment of principal of or premium, if any, on the Notes when the same becomes due and payable, upon optional redemption, upon declaration of acceleration or otherwise; and if the Bank is unable to make any such payment of principal of or premium, if any, on the Notes as a result of a material disruption in payment services in the United States or Argentina or a banking moratorium in the United States or Argentina, such failure continues for a period of five days;

(c) failure by the Bank to comply with the provisions described under Section 4.1;

(d) failure by the Bank to perform or observe any covenant or obligation with respect to the Notes, and such failure continues for 45 days, or, with respect to the Bank’s obligation to provide the Trustee with copies of its quarterly and annual financial statements provided to the CNV, 15 days, after the Bank has received written notice specifying such default and demanding that it be remedied;

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(e) failure by the Bank or any of its Subsidiaries to pay one or more final non-appealable judgments against any of them, aggregating U.S.$20,000,000 or more, which judgment(s) are not paid, discharged or stayed for a period of 60 days or more;

(f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Bank (or the payment of which is Guaranteed by the Bank) whether such Indebtedness or Guarantee now exists, or is created after the closing date, if that default:

(i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness within any applicable grace period (a “Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$20,000,000 or more; and

(g) the occurrence of a Bankruptcy Law Event of Default;

(h) a resolution is passed or adopted by the Bank’s Board of Directors or shareholders, or an order is adopted by the Central Bank, or a ruling or judgment of a Government Agency or court of competent jurisdiction is made, that the Bank be wound up or dissolved (other than pursuant to merger, consolidation, amalgamation or other transaction otherwise not prohibited by ARTICLE IV);

(i) it becomes unlawful for the Bank to perform or comply with any of its payment obligations under this Indenture;

(j) this Indenture for any reason ceases to be in full force and effect in accordance with its terms, or the Bank shall deny that it has any further liability or obligation hereunder or in respect hereof; or

(k) a moratorium is agreed or declared in respect of any of the Bank’s Indebtedness.

The Bank shall deliver to the Trustee, within ten Business Days after a Responsible Officer of the Bank obtains actual knowledge thereof, written notice of any Default or Event of Default that has occurred and is still continuing, its status and what action the Bank is taking or proposing to take in respect thereof. Such notice shall be accompanied by an Officers’ Certificate setting forth the details of such Event of Default and stating what action the Bank proposes to take with respect thereto. The Trustee may withhold notice to the holders of the Notes of any Default or Event of Default (except for an Event of Default specified in clauses (a) and (b) above) if the Trustee in good faith determines that it is in the interest of the holders of the Notes to do so.

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Section 6.2 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(g)) hereof occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes may declare the principal amount of (and all interest accrued thereon until the date of payment) all the Notes to be due and payable immediately. If an Event of Default specified in Section 6.1(g) hereof in respect of the Bank shall have occurred, the principal amount of (and all interest accrued thereon until the date of payment) all the Notes shall be immediately due and payable without notice or any other act on the part of the Trustee or any Holder. Except in the case of nonpayment of principal (or premium, if any) or interest or Additional Amounts, if any, on the Notes that has become due solely because of acceleration, the Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.3 Other Remedies.

(a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to enforce the performance of any provision of the Notes or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.4 Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Notes by notice to the Trustee may waive an existing Default or Event of Default and its consequences except (a) a Default in the payment of the principal of (or premium, if any), or interest, if any, or Additional Amounts, if any, on any Note or (b) a Default in respect of a provision hereof that under ARTICLE IX hereof cannot be amended without the consent of the Holder of each Outstanding Note.

Section 6.5 Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity to its satisfaction.

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Section 6.6 Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;

(2) the Holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder;

(3) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Notes,

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Without prejudice to the abovementioned in this Section 6.6, each individual Holder shall have the right to initiate an action against the Bank for the payment of any principal and/or interest past due on any Note, as the case may be as established by Article 29 of the Negotiable Obligations Law, such right will not be subject to any limitation.

Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, premium, if any, and Additional Amounts, if any, on such Note and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 6.8 Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Bank for the whole amount then due and owing (together with applicable interest on any overdue principal and, to the extent lawful, interest on overdue interest) and the amounts provided for in Section 7.7. Subject to all provisions hereof and applicable law, the Holders of a majority in aggregate principal amount of the then Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

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Section 6.9 Trustee May File Proofs of Claim, etc.

(a) In case of any judicial proceeding relative to the Bank (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under applicable law in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee may (irrespective of whether the principal of the Notes is then due):

(i) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders under this Indenture and the Notes allowed in any bankruptcy, insolvency, liquidation or other judicial proceedings relative to the Bank or any Subsidiary of the Bank or their respective creditors or properties; and

(ii) collect and receive any moneys or other property payable or deliverable in respect of any such claims and distribute them in accordance with this Indenture.

Any receiver, trustee, liquidator, sequestrator (or other similar official) in any such proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due to the Trustee pursuant to Section 7.7.

(b) Nothing in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities. If the Trustee collects any money or property pursuant to this ARTICLE VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to the Agents for amounts due under Section 1.3 and the Trustee’s Representative in Argentina for amounts due under Section 7.11;

THIRD: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

FOURTH: to the Bank.

The Trustee may, upon notice to the Bank, fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

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Section 6.11 Undertaking for Costs. All parties agree, and each Holder by its acceptance of its Notes shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Bank, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of Outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.1 Duties of Trustee.

(a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of a Default or an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions, which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (it being understood that the Trustee need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 7.1(c) does not limit the effect of Section 7.1(b);

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

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(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, Section 6.5 or Section 6.8 or any other provision of this Indenture.

(d) The Trustee shall not be liable for interest on, or to invest, any money received by it except as the Trustee may agree in writing with the Bank.

(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f) No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this ARTICLE VII.

(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Bank shall be sufficient if signed by an Officer of the Bank.

(i) Notwithstanding any provision contained herein to the contrary, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.2 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document, instrument, opinion, direction, order, notice or request reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in such document, instrument, opinion, direction, order, notice or request.

(b) Before the Trustee acts or refrains from acting at the direction of the Bank, it may require an Officers’ Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate, advice of counsel and/or Opinion of Counsel.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

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(d) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon notice to the Bank, to examine the books, records and premises of the Bank, personally or by agent or attorney at the sole cost of the Bank and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(f) The Trustee shall not be deemed to have notice of any Default or Event of Default (other than payment default under Section 6.1(a) or Section 6.1(b) unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(f).

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person or agent employed to act hereunder.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The Trustee may request that the Bank deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

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(k) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances).

(l) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture.

(m) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

(n) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.

(o) To help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Bank or any of its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Transfer Agent or other Agent hereunder may do the same with like rights. However, the Trustee must comply with Section 7.10.

Section 7.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Bank’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Bank in this Indenture or in any offering material or other document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder.

Section 7.5 Notice of Defaults. If a Default occurs hereunder with respect to the Notes, the Trustee shall promptly give the Holders of the Notes notice of such Default. In addition, if a Default or Event of Default occurs and is continuing and if it is a payment default or a Trust Officer has actual knowledge thereof, or has received written notice thereof pursuant to Section 7.2(f) the Trustee shall mail to each Holder, with a copy to the Bank, notice of the Default or Event of Default within 45 days after the occurrence thereof. Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the Holders.

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Section 7.6 Report to Trustee. The Bank agrees to promptly notify the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.

Section 7.7 Compensation and Indemnity.

(a) The Bank shall pay to the Trustee a compensation equal to U.S.$15,000.00 per annum, or such other reasonable amount as shall have been agreed upon by the Bank and the Trustee in writing, for its acceptance of this Indenture and services hereunder as the Bank and the Trustee shall from time to time agree in writing. In no case may this compensation be made to be paid by the Holders. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Bank shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it in connection with the performance of its duties under this Indenture, except for any such expense as may arise from the Trustee’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

(b) The Bank shall indemnify the Trustee and its officers, directors, employees and agents against any and all loss, damage, claim, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim or liability related to the exercise or performance of any of their rights, powers or duties hereunder and under any other agreement or instrument related thereto. The Trustee shall notify the Bank promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Bank shall not relieve the Bank of its obligations hereunder. The Bank shall defend the claim if, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest or potential conflict of interest between the Bank and the Trustee in connection with such defense. The Bank need not pay for any settlement made without its written consent.

(c) To secure the Bank’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Bank.

(d) The Bank’s payment obligations pursuant to this Section 7.7 shall survive the payment of the Notes, the discharge or other termination of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Bankruptcy Law Event of Default, the expenses are intended to constitute expenses of administration under any Bankruptcy Law; provided, however, that this shall not affect the Trustee’s rights as set forth in this Section 7.7 or Section 6.10.

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(e) Subject to any other rights available to the Trustee under any applicable Bankruptcy Law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(g), the parties hereto and the Holders, by acceptance of the Notes, hereby agree that the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable Bankruptcy Law.

Section 7.8 Replacement of Trustee.

(a) The Trustee may resign at any time by so notifying the Bank. In addition, the Holders of a majority in aggregate principal amount of the then Outstanding Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. Moreover, if the Trustee is no longer eligible pursuant to Section 7.10 to act as such, or does not have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report or does not have its Corporate Trust Office in the City of New York, New York, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. The Bank shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns or is removed by the Bank or by the Holders of a majority in principal amount of the then Outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Bank shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Bank. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders and, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of such exchange so require, the successor Trustee shall also publish notice as described in Section 10.1. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.

(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Outstanding Notes may petition, at the Bank’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

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(e) If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Bank’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.9 Successor Trustee by Merger.

(a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets (including this transaction) to, another corporation or national banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided that such Persons shall be otherwise qualified and eligible under this ARTICLE VII.

(b) In case at the time such successor or successors to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture, provided that the certificate of the Trustee shall have.

Section 7.10 Eligibility. The Trustee shall have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition.

Section 7.11 The Trustee’s Representative in Argentina.

(a) As long as it is required by Argentine law or by the CNV, the Trustee will have the Trustee’s Representative in Argentina for the sole purposes set forth in this Section 7.11.

(b) The duties of the Trustee’s Representative in Argentina shall be determined solely by the express provisions of this Indenture or as it may agree from time to time in writing with the Trustee, and the Trustee’s Representative in Argentina need perform only those duties that are specifically set forth in this Indenture and those agreed in writing with the Trustee. No implied covenants or obligations shall be read into this Indenture against the Trustee’s Representative in Argentina. The Trustee’s Representative in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Trustee’s Representative in Argentina is not and shall not be considered as if it were a Trustee’s attorney-in-fact.

(c) The duties and rights of the Trustee’s Representative in Argentina are only: (i) to receive from Holders, the Bank, Agents, and any governmental or regulatory authority or entity any and all letters, claims, requests, memorandums or any other document directed to the Trustee with respect to the Notes, (ii) to transmit, deliver or notify the Trustee of the reception of any and all of the mentioned documents by facsimile, within three Business Days of such reception, and (iii) respond or answer such letters, claims, requests, memoranda or documents, following the express written instructions of the Trustee and only if such instructions are given by the Trustee.

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(d) The Trustee’s Representative in Argentina shall not be liable for any action it takes or omits to take in good faith and within its discretion and in accordance with the terms hereof, rights or powers.

(e) The Bank shall pay to the Trustee’s Representative in Argentina from time to time, and the Trustee’s Representative in Argentina shall be entitled to, such compensation for its acceptance of this Indenture and its services hereunder, as shall have been agreed in writing between the Bank and the Trustee’s Representative in Argentina. The Bank shall reimburse the Trustee’s Representative in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of Trustee’s Representative in Argentina’s agents, counsel and other persons not regularly in its employ.

(f) The Bank agrees to indemnify and defend the Trustee’s Representative in Argentina and its officers, directors, employees and agents for, and to hold each entity harmless against any losses, liabilities, claims, damages and/or expenses, including the fees and expenses of counsel incurred by it without negligence or willful misconduct on its part in connection with the performance of its duties or powers hereunder and the exercise of its rights hereunder, or under any related agreement.

Section 7.12 Paying Agent, Registrar and Luxembourg Paying Agent. The rights, protections and immunities granted to the Trustee under this ARTICLE VII including, without limitation, any right to be indemnified, shall apply mutatis mutandis to any Agent appointed pursuant to this Indenture.

ARTICLE VIII

DEFEASANCE; DISCHARGE OF INDENTURE

Section 8.1 Legal Defeasance and Covenant Defeasance.

(a) The Bank may, at its option, at any time, upon compliance with the conditions set forth in Section 8.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes.

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(b) Upon the Bank’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(b), the Bank shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and all such amounts as shall be due and payable under this Indenture on the 91^st day after the deposit specified in Section 8.2(a)Subsection 1.1.1(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Bank shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of the sections of this Indenture referred to in clause (i) or (ii) of this Section 8.1(b), and the Bank shall have been deemed to have satisfied all their other obligations under such Notes, and hereunder (and the Trustee, on demand of and at the expense of the Bank, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder:

(i) the rights of Holders to receive solely from the trust described in Section 8.2 below, as more fully set forth in such section, payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due,

(ii) the Bank’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments,

(iii) the rights, powers, trusts, duties, protections, benefits, indemnities and immunities of the Trustee as described in ARTICLE VII and hereunder and the Bank’s obligations in connection therewith, and

(iv) this ARTICLE VIII.

Subject to compliance with this ARTICLE VIII, the Bank may exercise its option under this Section 8.1(b) notwithstanding the prior exercise of its option under Section 8.1(c).

(c) Upon the Bank’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(c), the Bank shall be, subject to the satisfaction of the applicable conditions set forth in Section 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.6, Section 3.7, Section 3.10, Section 3.11 and Section 3.12 with respect to the Outstanding Notes shall terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Bank may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default with respect to the Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and such Notes shall be unaffected thereby.

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Section 8.2 Conditions to Defeasance. The Bank may exercise its Legal Defeasance option or its Covenant Defeasance option only if:

(a) the Bank irrevocably deposits in trust with the Trustee money or U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms shall provide money in an amount, or in any combination thereof, in each case, sufficient to pay and discharge the principal of each installment of principal and interest, if any, on the outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to and including the redemption date irrevocably designated by the Bank pursuant to the final paragraph of this Section 8.2 on the day on which payments are due and payable in accordance with the terms of this Indenture and of the Notes;

(b) the Bank delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be;

(c) no Default or Event of Default (including by reason of such deposit) shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(d) the Bank shall have delivered to the Trustee an opinion of recognized U.S. counsel independent of the Bank to the effect: (i) that the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge of certain obligations, which in the case of Section 8.1 hereof must be based on a change in law or a ruling by the U.S. Internal Revenue Service; and (ii) that the defeasance trust is not or is not required to be registered, or is registered as, an investment company under the Investment Company Act of 1940, as amended; and

(e) the Bank delivers to the Trustee an Opinion of Counsel and an Officers’ Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Notes.

Before or after a deposit, the Bank may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with ARTICLE V hereof.

If the Bank has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the outstanding Notes to and including a redemption date on which all of the outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a resolution of the Board of Directors of the Bank delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such resolution shall be accompanied by an irrevocable Bank request that the Trustee give notice of such redemption in the name and at the expense of the Bank not less than 30 nor more than 60 days prior to such redemption date in accordance with this Indenture.

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Section 8.3 Application of Trust Money. The Trustee shall hold in trust U.S. Dollars or U.S. Government Obligations deposited with it pursuant to this ARTICLE VIII. It shall apply the deposited money and the U.S. Dollars from U.S. Government Obligations, together with earnings thereon, through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. Anything in this ARTICLE VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Bank from time to time upon the Bank’s request any U.S. Dollars or U.S. Government Obligations held by it as provided in this Section 8.3 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.4 Repayment to Bank.

(a) The Trustee and the Paying Agent shall promptly turn over to the Bank upon request any excess money or securities held by them upon payment of all the obligations under this Indenture.

(b) Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Bank upon request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Bank for payment as general creditors.

Section 8.5 Indemnity for U.S. Government Obligations. The Bank shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations deposited with the Trustee pursuant to this ARTICLE VIII.

Section 8.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or U.S. Government Obligations in accordance with this ARTICLE VIII by reason of any legal proceeding or by reason of any order or judgment of any court or Government Agency enjoining, restraining or otherwise prohibiting such application, the obligations of the Bank under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this ARTICLE VIII until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or U.S. Government Obligations in accordance with this ARTICLE VIII; provided, however, that, if the Bank has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Bank shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or U.S. Government Obligations held by the Trustee or Paying Agent.

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Section 8.7 Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for herein) as to all Outstanding Notes, and the Trustee, on written demand of and at the expense of the Bank, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) either:

(i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Bank and thereafter repaid to the Bank or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Bank has irrevocably deposited or caused to be deposited with the Trustee, as funds in trust solely for the benefit of the holders, cash in U.S. Dollars in amounts as will be sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium and Additional Amounts, if any, accrued and unpaid interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Bank directing the Trustee to apply such funds to the payment and all other amounts due hereunder;

(b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Bank is a party or by which the Bank is bound;

(c) the Bank paid or caused to be paid all sums payable by it under this Indenture;

(d) the Bank delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be; and

(e) the Bank delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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ARTICLE IX

AMENDMENTS

Section 9.1 Without Consent of Holders.

(a) The Bank and the Trustee may amend, modify or supplement this Indenture and the Notes without notice to or consent of any Holder:

(i) to cure any ambiguity, omission, defect or inconsistency contained therein;

(ii) to provide for the assumption by a Successor Person of the obligations of the Bank under this Indenture;

(iii) to secure the Notes

(iv) to add Guarantees with respect to the Notes;

(v) to add to the covenants of the Bank for the benefit of the Holders or surrender any right or power conferred upon the Bank;

(vi) to provide for the issuance of Additional Notes in accordance with Section 2.14;

(vii) to add an Event of Default for the benefit of the Holders;

(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended;

(ix) to conform the terms of this Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Offering Memorandum;

(x) to evidence the replacement of the Trustee as provided for under this Indenture; or

(xi) for any other purpose that the parties hereto may mutually deem necessary or desirable; provided in each such case that any such modification or amendment does not adversely affect the interests of Holders in any respect.

(b) In formulating its opinion on the foregoing, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel and an Officers’ Certificate.

(c) After an amendment under this Section 9.1 becomes effective, the Bank shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1.

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(d) Promptly after the execution by the Bank and the Trustee of any modification, amendment or supplement to this Indenture pursuant to the provisions of this Section 9.1, the Bank shall give notice thereof to the Holders, the CNV and the BASE, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.2 With Consent of Holders.

(a) Modifications to, amendments of, and supplements to, this Indenture or the Notes not set forth under Section 9.1 may be made with the consent of the Holders of a majority in principal amount of the then Outstanding Notes issued under this Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

(i) reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes;

(iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor;

(iv) make any Notes payable in currency other than that stated in the Notes;

(v) make any change in the provisions of this Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(vi) make any change to Section 3.13 that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable Taxes; and

(vii) make any change to the provisions of this Indenture or the Notes that adversely affects the ranking of the Notes.

(b) Promptly after the execution by the Bank and the Trustee of any modification, amendment or supplement to this Indenture pursuant to the provisions of this Section 9.2(b), the Bank shall give notice thereof to the Holders, the CNV and the BASE, setting forth in general terms the substance of such modifications, amendments or supplements.

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Section 9.3 Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment, supplement or waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, except as otherwise provided in this ARTICLE IX. An amendment, supplement or waiver under Section 9.2 shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.2.

(b) The Bank may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the relevant action for which such consent was granted was effectively taken.

Section 9.4 Notation on or Exchange of Notes. If an amendment or supplement changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Bank or the Trustee so determines, the Bank in exchange for the Note shall execute and upon Bank Order the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment or supplement.

Section 9.5 Trustee to Sign Amendments and Supplements. The Trustee shall sign any amendment or supplement authorized pursuant to this ARTICLE IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or supplement the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.1 and Section 7.2) shall be fully protected in conclusively relying upon, such evidence as it deems appropriate, including, without limitation, the documents required by Section 10.2 and solely on an Opinion of Counsel and Officers’ Certificate, each stating that such amendment or supplement is authorized or permitted hereby.

Section 9.6 Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a percentage in principal amount of the Holders, whether specified herein or in the Notes, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Bank, if made in the manner provided in this Article.

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Section 9.7 Holders to be Treated as Owners. The Bank, the Trustee, the Agents and any agent of the Bank, the Trustee or the Agents may deem and treat any Person in whose name any Note shall be registered upon the Register as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Note (including Additional Amounts) and for all other purposes; and none of the Bank, the Trustee, any Agent or any agent of the Bank, the Trustee or any Agent shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effective to satisfy and discharge the liability for moneys payable upon any such Note.

Section 9.8 Noteholders Meeting; Consent.

(a) Each of the Bank (through its Board of Directors or its statutory auditors’ committee) and the Trustee may at any time call a meeting of the Holders for the purpose of entering into a supplemental indenture or waiving an existing default. In addition, a meeting of the Holders may be called by the Trustee or the Bank (acting through its Board of Directors or its statutory auditors’ committee) upon the request of the Holders of at least 5% in aggregate principal amount of the outstanding Notes, or by the Bank acting through its Board of Directors or its statutory auditors’ committee) at its discretion, pursuant to the Negotiable Obligations Law. Meetings shall be held simultaneously in the City of Buenos Aires and in New York City by any means of telecommunications which permit the participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting in accordance with Argentine law. If a meeting is being held pursuant to a request of Holders, the agenda for such meeting shall be that set forth in the request made by such Holders, and such meeting shall be held within 40 days from the date such request is received by the Bank or the Trustee. Notice of any meeting of Holders, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken and the requirements for attendance) shall be given by the Bank or the Trustee, as applicable, at the expense of the Bank as specified in Section 10.1. Such notice shall be published (in Spanish) on five different days, not less than 10 days nor more than 30 days prior to the date set for the meeting, in the Official Gazette of the Republic of Argentina (Boletín Oficial de la República Argentina), in the Daily Bulletin of the BASE, in another widely circulated newspaper in Argentina and on the CNV’s website. To be entitled to vote at any meeting of Holders a Person shall be (i) a Holder of one or more Notes as of the relevant Record Date or (ii) a Person appointed by a Holder in writing as a proxy for a Holder of one or more Notes. The Bank, by or pursuant to a resolution of its Board of Directors, may set a Record Date for purposes of determining the identity of Holders entitled to vote, which Record Date may be set at any time or from time to time by notice in writing to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than ten days prior to the proposed date of such vote, and thereafter, notwithstanding any other provisions hereof, only Holders of record on such Record Date will be entitled to so vote or give such consent or revoke such vote or consent.

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(b) Meetings of Holders may be ordinary (“Ordinary Meetings”) or extraordinary (“Extraordinary Meetings”). The Bank shall inform the Trustee whether any meeting shall be an Ordinary Meeting or an Extraordinary Meeting, which determination the Trustee shall be entitled to conclusively rely upon. Amendments or supplements hereto or to the Notes or waivers of any provision hereof or thereof approved at a meeting of Holders may only be approved at an Extraordinary Meeting (or at a second adjourned Extraordinary Meeting) by the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding, except as contemplated herein. The persons entitled to vote that represent 60% (in the case of an Extraordinary Meeting) or a majority (in the case of an Ordinary Meeting) in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum at any such meeting of Holders. No meeting shall be held in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than one hour or more than 30 days, as determined by the chairman of the meeting who shall keep an attendance record. If notice to reconvene any adjourned meeting is not simultaneously given with the notice of the meeting, additional notice shall be given as provided above and published in the Official Gazette of the Republic of Argentina, in the Daily Bulletin of the BASE, in another widely circulated newspaper in Argentina and on the CNV’s website, except that such notice need be published only for 3 days, not less than 8 days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall expressly state the aggregate principal amount of Notes, which shall constitute a quorum at said meeting.

(c) At any meeting of Holders, each Holder, or its attorney-in-fact, shall be entitled to cast one vote for each U.S. Dollar of the principal amount of the applicable amount of the Notes that it holds.

(d) So long as required by applicable Argentine laws and regulations, any decision to amend, modify or supplement this Indenture must be made through a meeting of Holders as contemplated herein.

(e) The Holders may act, in lieu of a meeting, through unanimous consent.

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ARTICLE X

MISCELLANEOUS

Section 10.1 Notices.

(a) Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served by the Trustee, any Agent or by the Holders to or on the Bank or by the Bank to or on the Trustee, any Agent or any Holder, shall be in writing and shall be sufficient for every purpose hereunder if given or served by facsimile transmission or other electronic transmission or by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Bank is filed by the Bank with the Trustee) to Banco de Galicia y Buenos Aires, Tte. Gral. Juan D. Perón 407, Buenos Aires, Argentina, Attention: Patricia Lastiry, Fax: (54 11) 6329-6485. Any notice, agreement, direction, instruction, request, demand or other communication by the Bank or any Holder to or upon the Trustee, or any Agent shall be in writing and shall be deemed to have been sufficiently given or made, for all purposes, upon actual receipt and if given or made at the Corporate Trust Office of the Trustee by an internationally recognized courier or by facsimile or other electronic transmission. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Trustee’s Representative in Argentina, Argentine Transfer Agent, Argentine Paying Agent or Argentine Registrar, as the case may be, shall be sufficient for every purpose hereunder if given by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Trustee’s Representative in Argentina, Argentine Registrar, Argentine Paying Agent and Argentine Transfer Agent is provided to the Trustee and the Bank) at the Corporate Trust Office of the Trustee’s Representative in Argentina. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Luxembourg Paying Agent or Luxembourg Transfer Agent, as the case may be, shall be in writing and shall be sufficient for every purpose hereunder if given by courier, by facsimile transmission or other electronic transmission or by mail addressed (until another address of the Luxembourg Paying Agent and Luxembourg Transfer Agent is provided to the Trustee and the Bank) to The Bank of New York Mellon (Luxembourg) S.A., Vertigo Building — Polaris, 2-4 rue Eugène Ruppert, L-2453, Grand Duchy of Luxembourg, Attention: Andres Camacho, Fax: (+352) 24 52 4204.

In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, agreements, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, agreements, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, agreements, directions, reports, notices or other communications or information to the extent in accordance with the terms hereof. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, agreements, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, agreements, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

The Bank or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

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(b) From and after the date the Notes are listed on the BASE and admitted for trading on the MAE, all notices to Holders shall be published in the Bulletin of the Buenos Aires Stock Exchange and in a widely circulated newspaper in Argentina, which is expected to be La Nación. From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and so long as required by the rules of such exchange, all notices to Holders shall be published in English:

(i) in a leading newspaper having a general circulation in Luxembourg; or

(ii) if such Luxembourg publication is not practicable, in one other leading English language newspaper being published on each day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions.

In lieu of the foregoing, the Bank may publish notices to Holders of Notes via the website of the Luxembourg Stock Exchange at www.bourse.lu; provided that such method of publication satisfies the rules of such exchange.

(c) Notices shall be deemed to have been given on the date of mailing or of publication as aforesaid in Section 10.1(b) or, if published on different dates, on the date of the first such publication. In addition, notices shall be delivered to Holders of Notes at their registered addresses.

(d) Any notice or communication mailed to a registered Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

(e) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 10.2 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Bank to the Trustee to take or refrain from taking any action under this Indenture, the Bank shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel. Each certificate or opinion, including each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement substantially to the effect that the individual making such certificate or opinion has read such covenant or condition;

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(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement substantially to the effect that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officers’ Certificate or on certificates of public officials.

Section 10.4 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

Section 10.5 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City, United States or Buenos Aires, Argentina. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Section 10.6 Governing Law, etc.

(A) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT ALL MATTERS RELATING TO THE DUE AUTHORIZATION, EXECUTION, ISSUANCE AND DELIVERY OF THE NOTES BY THE BANK, AND MATTERS RELATING TO THE LEGAL REQUIREMENTS NECESSARY IN ORDER FOR THE NOTES TO QUALIFY AS “NEGOTIABLE OBLIGATIONS” UNDER ARGENTINE LAW, SHALL BE GOVERNED BY THE NEGOTIABLE OBLIGATIONS LAW AND ANY OTHER APPLICABLE ARGENTINE LAWS AND REGULATIONS.

(b) EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE OF A NOTE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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(c) Each of the parties hereto:

(i) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, The City of New York, New York, provided that the Bank agrees that any suit, action, or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile;

(ii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding;

(iii) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such courts has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile; and

(iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment.

(d) The Bank has appointed CT Corporation System, as its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the Borough of Manhattan, The City of New York, New York. The Bank represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Bank agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain outstanding. The Bank agrees that the appointment of the Authorized Agent shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Bank of a successor agent in The City of New York, New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Bank.

(e) To the extent that the Bank has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, 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 Bank hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture or the Notes.

(f) Nothing in this Section 10.6 shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

Section 10.7 No Recourse Against Others. No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Bank shall have any liability for any obligations of the Bank under the Notes or this Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for issuance of the Notes.

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Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders. Nothing in this Indenture or in the Notes, express or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Notes; provided that under Article 34 of the Negotiable Obligations Law, the Directors and members of the Supervisory Committee shall be jointly and severally liable for damages to the Holders arising from any violation of the Negotiable Obligations Law.

Section 10.9 Successors. All agreements of the Bank in this Indenture and the Notes shall bind its respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 10.10 Duplicate and Counterpart Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. This Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. This Indenture may also be executed in Argentina via the exchange of an offer letter and an acceptance letter, and delivery of such letters shall be effective as delivery of an executed counterpart of this Indenture.

Section 10.11 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.12 Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Bank under or in connection with the Notes or this Indenture. Any amount received or recovered in respect of such obligations in currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Bank, any Subsidiary or otherwise) by the Trustee, a Paying Agent or any Holder of the Notes in respect of any sum expressed to be due to it from the Bank shall only constitute a discharge of it under the Notes or this Indenture only to the extent of the U.S. Dollars amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so), acting reasonably. If that U.S. Dollars amount is less than the U.S. Dollars amount expressed to be due to the recipient under the Notes or this Indenture, the Bank shall indemnify the recipient against any loss sustained by it in making any such purchase. In any event, the Bank shall indemnify the Holder against the cost of making any purchase of U.S. Dollars. For the purposes of this Section 10.12, it shall be sufficient for the Trustee, Paying Agent and/or Holder of a Note to certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable) and that the change of the purchase date was needed.

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The indemnities of the Bank contained in this Section 10.12, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations of the Bank under this Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action against the Bank; (iii) shall apply irrespective of any indulgence granted by any Holder of the Notes from time to time; (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes; and (v) shall survive the termination of this Indenture.

Section 10.13 Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

69

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:	Authorized Signatory

The Bank of New York Mellon
as Trustee, Co-Registrar, Principal Paying
Agent and Principal Transfer Agent
By:
	Name:
	Title:

Solely for the purposes of accepting the
appointment of Luxembourg Paying Agent
and Luxembourg Transfer Agent together
with the rights, protections and immunities
granted to the Trustee under ARTICLE VII, which shall
apply mutatis mutandis to the Luxembourg
Paying Agent:

The Bank of New York Mellon (Luxembourg) S.A.
as Luxembourg Paying Agent
By:
	Name:
	Title:

Banco de Valores S.A.
By:
	Name:
	Title:

EXHIBIT A

FORM OF NOTE

THE SHAREHOLDER’S MEETINGS OF THE BANK HELD ON APRIL 28, 2005, AND THE MEETING OF THE BOARD OF DIRECTORS OF THE BANK HELD ON SEPTEMBER 15, 2005 (AUTHORIZED PURSUANT TO RESOLUTION NO. 15,228, DATED NOVEMBER 4, 2005, OF THE CNV), ESTABLISHED THE BANK’S PROGRAM. THE EXTENSION OF THE PROGRAM WAS ESTABLISHED PURSUANT TO SHAREHOLDERS’ MEETINGS OF THE BANK HELD ON APRIL 14, 2010, AND THE MEETING OF THE BOARD OF DIRECTORS OF THE BANK HELD ON SEPTEMBER 7, 2010. THE ISSUANCE OF THE CLASS I NOTES REPRESENTED HEREBY HAS BEEN APPROVED PURSUANT TO A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BANK DATED APRIL 4, 2011, AND AUTHORIZED BY THE CNV ON APRIL 14, 2011.

THE BANK WAS ORGANIZED AS A CORPORATION WITH LIMITED LIABILITY (SOCIEDAD ANÓNIMA) UNDER THE LAWS OF ARGENTINA ON SEPTEMBER 28, 1905, AND REGISTERED WITH THE PUBLIC REGISTRY OF COMMERCE OF THE CITY OF BUENOS AIRES UNDER NO. 4, FILE NO. 32, BOOK 20 A, ON NOVEMBER 21, 1995, WITH A DURATION UNTIL 2100, AND ITS REGISTERED DOMICILE IS CALLE TTE. GRAL. J. D. PERÓN 407/29, CITY OF BUENOS AIRES, FEDERAL DISTRICT, ARGENTINA.

IN ACCORDANCE WITH ARTICLE 15 OF THE BY-LAWS OF THE BANK, THE BANK’S MAIN CORPORATE PURPOSE CONSISTS OF THE PERFORMANCE OF AUTHORIZED OPERATIONS AND TRANSACTIONS WITHIN THE BANKING AND FINANCIAL SECTORS.

THE CAPITAL STOCK OF THE BANK AS OF DECEMBER 31, 2010, THE DATE OF ITS MOST RECENT FINANCIAL STATEMENTS, WAS AR$562.3 MILLION, AND ITS SHAREHOLDERS’ EQUITY WAS AR$2,6 BILLION.

A-1

BEFORE THE CREATION OF THE PROGRAM, THE BANK ISSUED THE FOLLOWING NOTES: 1^ST ISSUANCE: US$75,000,000 NOTES ISSUED IN NOVEMBER 1991, WHICH MATURED IN NOVEMBER 1994. 2^ND ISSUANCE: US$175,000,000 EURODOCUMENTS SHORT TERM NOTE PROGRAM. THIS PROGRAM MATURED IN MARCH 1993. 3^RD ISSUANCE: US$50,000,000 NOTES ISSUED IN JUNE 1992, WHICH MATURED IN DECEMBER 1993. 4^TH ISSUANCE: US$100,000,000 NOTES ISSUED IN OCTOBER 1992, WHICH MATURED IN OCTOBER 1997. 5^TH ISSUANCE: US$50,000,000 NOTES ISSUED IN MARCH 1993, WHICH MATURED IN MARCH 1996. 6^TH ISSUANCE: US$900,000,000 GLOBAL NOTE PROGRAM DIVIDED INTO TWO SECTIONS: A- US$500,000,000 SHORT-TERM SECURITIES PROGRAM, B- US$400,000,000 MEDIUM-TERM SECURITIES PROGRAM. THIS PROGRAM MATURED IN AUGUST 1998. 7^TH ISSUANCE: US$200,000,000 NOTES ISSUED IN NOVEMBER 1993, WHICH MATURED ON NOVEMBER 1, 2003. 8^TH ISSUANCE: US$151,764,800 CONVERTIBLE NOTES ISSUED IN AUGUST 1994 AND CONVERTED INTO SHARES IN SEPTEMBER 1997. 9^TH ISSUANCE: US$500,000,000 GLOBAL SHORT-TERM PROGRAM. THIS PROGRAM MATURED IN FEBRUARY 2003. 10^TH ISSUANCE: US$1,000,000,000 MEDIUM- AND SHORT-TERM PROGRAM. THIS PROGRAM MATURED IN APRIL 2003. 11^TH ISSUANCE: US$2,000,000,000 GLOBAL ISSUANCE AND RE-ISSUANCE PROGRAM. THIS PROGRAM MATURED IN MAY 2009 AND HAS THREE CURRENT CLASSES: CLASS A AND CLASS B HAVE BEEN WHOLLY REDEEMED AND CLASS C-US$220,284,471 NOTES, ISSUED ON MAY 18, 2004, HAVE A MATURITY DATE OF JANUARY 1, 2019.

A-2

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Include the following Private Placement Legend on all Restricted Notes:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (i) TO BANCO DE GALICIA Y BUENOS AIRES S.A., (ii) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (iii) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (iv) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (v) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

A-3

IF REQUESTED BY BANCO DE GALICIA Y BUENOS AIRES S.A. OR BY ANY INITIAL PURCHASER SET FORTH IN THE APPLICABLE OFFERING DOCUMENTS, THE TRANSFEREE AGREES TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF THIS NOTE IS PERMISSIBLE UNDER THE SECURITIES ACT. THIS SECURITY AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATED TO THE RESALE OR TRANSFER OF RESTRICTED NOTES GENERALLY. BY THE ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF SHALL BE DEEMED TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ONLY AT THE OPTION OF BANCO DE GALICIA Y BUENOS AIRES S.A.

A-4

FORM OF FACE OF NOTE

BANCO DE GALICIA Y BUENOS AIRES S.A.

8.75% SENIOR NOTES DUE 2018

No. [__________] Principal Amount U.S.$[________ ]

[If the Note is a Global Note include the following two lines:
as revised by the Schedule of Increases and
Decreases in Global Note attached hereto]

[If the Note is a Global

Rule 144A Note, insert:

CUSIP NO.]

[If the Note is a Global

Regulation S Note, delete the

reference to CUSIP NO. and

replace it with:

ISIN NO.]

Banco de Galicia y Buenos Aires S.A., a corporation (sociedad anónima) formed in Argentina, promises to pay to Cede & Co., the nominee for The Depository Trust Company, or registered assigns, the principal sum of [________] U.S. Dollars [If the Note is a Global Note, add the following, as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on May 4, 2018.

Interest Rate:	8.75%
Interest Payment Dates:	May 4 and November 4 of each year, commencing on November 4, 2011
Record Dates:	April 19 and October 20
Maturity Date:	May 4, 2018

A-5

Additional provisions of this Note are set forth on the other side of this Note.

BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

The Bank of New York Mellon,
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.

By:
	Authorized Signatory	Date: ____________

A-6

FORM OF REVERSE SIDE OF NOTE

1. Interest

Banco de Galicia y Buenos Aires S.A., a corporation (sociedad anónima) formed in Argentina (and its successors and assigns under the Indenture hereinafter referred to, the “Bank”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Bank shall pay interest semi-annually in arrears on each Interest Payment Date of each year, commencing on November 4, 2011. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from May 4, 2011. The Bank shall pay interest on overdue principal (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

The Bank shall pay interest (including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal and, to the extent such payments are lawful, interest on overdue installments of interest (“Defaulted Interest”) without regard to any applicable grace periods at the interest rate shown on this Note, as provided in the Indenture.

All payments made by the Bank in respect of the Notes shall be made free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of any jurisdiction where the Bank is incorporated or resident for tax purposes or from or through which any payment in respect of the Notes is made by the paying agent or the Bank, or any political subdivision thereof (a “Relevant Jurisdiction”), or any taxing authority of a Relevant Jurisdiction, unless such withholding or deduction is required by law or by the interpretation or administration thereof. In that event, the Bank shall pay to each Holder of the Notes Additional Amounts as provided in the Indenture subject to the limitations set forth in the Indenture.

2. Method of Payment

Prior to 11:00 a.m. (New York City time) on the Business Day prior to the date on which any principal of or interest on any Note is due and payable, the Bank shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest. The Bank shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the Record Date preceding the Interest Payment Date even if Notes are canceled, repurchased or redeemed after the Record Date and on or before the relevant Interest Payment Date; provided that (i) if and to the extent the Bank shall default in the payment of the interest (including Additional Amounts) due on such Interest Payment Date for such Note, such Defaulted Interest (including Additional Amounts) shall be paid to the Persons in whose names such Note is registered at the close of business on a Special Record Date (which shall be not less than 15 days prior to the date of payment of such Defaulted Interest) established by notice given by mail by or on behalf of the Bank to the Holders of Notes not less than 15 days preceding such Special Record Date and (ii) interest payable at Stated Maturity or upon acceleration will be payable to the person to whom principal shall be payable. Holders must surrender Notes to a Paying Agent to collect principal payments. The Bank shall pay principal and interest in U.S. Dollars.

B-1

Payments in respect of Notes represented by a Global Note (including principal and interest) shall be made by the transfer of immediately available funds to the accounts specified by DTC. None of the Bank, the Trustee or any Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial interests. The Bank shall make all payments in respect of a Certificated Note (including principal and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account.

3. Paying Agent and Registrar

Initially, The Bank of New York Mellon (the “Trustee”), shall act as Trustee, Paying Agent and Registrar, Banco de Valores, S.A., shall act as Argentine registrar, paying agent, transfer agent and representative of the Trustee in Argentina, under the conditions set forth in the Indenture, and The Bank of New York Mellon (Luxembourg) S.A., shall act as Luxembourg paying agent and transfer agent. The Bank may appoint and change any Paying Agent, Registrar without notice to any Holder. The Bank may act as Paying Agent, Registrar.

4. Indenture

The Bank originally issued the Notes under an Indenture, dated as of May 4, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Bank, the Trustee, Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. The terms of the Notes include those stated in the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time.

The Notes are senior unsecured obligations of the Bank. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Bank may issue Additional Notes. All Notes shall be treated as a single class of securities under the Indenture.

The Indenture imposes certain limitations, subject to certain exceptions, on, among other things, the ability of the Bank and its Subsidiaries to consolidate or merge or transfer or convey all or substantially all of the Bank’s assets.

B-2

5. Optional Redemption

(a) Optional Redemption with a Make-Whole Premium. At any time prior to May 4, 2015, the Bank shall have the right, at its option, to redeem any of the Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to but excluding the applicable date of redemption (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on the relevant interest payment date); provided that at least U.S.$150,000,000 in principal amount of the Notes remains outstanding after such redemption. The Bank shall be responsible for calculating any Applicable Premium.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Bank.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means UBS Securities LLC, Deutsche Bank Securities Inc. or their respective affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Bank; provided, however, that if any of the foregoing shall cease to be a primary United States government securities dealer in the United States of America (a “Primary Treasury Dealer”), the Bank will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third business day preceding such redemption date.

B-3

(b) Optional Redemption Without a Make-Whole Premium. At any time, or from time to time on or after May 4, 2015, the Bank may redeem the Notes, at its option, in whole or in part, at the following redemption prices, expressed as percentages of the principal amount on the redemption date, plus any accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on May 4 of any year set forth below:

Year	Percentage
2015		104.3750	%
2016		102.8875	%
2017		100.0000	%

(c) Optional Redemption Upon Tax Event. The Notes may be redeemed at the Bank’s election, as a whole, but not in part, by the giving of notice as provided in the Indenture, at a price in U.S. Dollars equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the redemption date, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of a Relevant Jurisdiction (as defined in the Indenture) or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations, rulings or treaties in such Relevant Jurisdiction, the Bank has or will become obligated to pay Additional Amounts on the Notes, if such change or amendment is announced on or after the Issue Date and such obligation cannot be avoided by the Bank taking reasonable measures available to it (it being understood that changing the jurisdiction of the paying agent shall be a reasonable measure but changing the jurisdiction of the Bank shall not be a reasonable measure); provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Bank would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due.

Notice of any redemption will be mailed at least 30 days but not more than 90 days before the redemption date to each holder of Notes to be redeemed.

Prior to the giving of notice of redemption of such Notes pursuant to the Indenture, the Bank will deliver to the Trustee an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Bank, to the effect that all governmental approvals necessary for the Bank to effect such redemption have been or at the time of redemption will be obtained and in full force and effect and that the Bank is entitled to effect such a redemption pursuant to the Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

Unless the Bank defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes.

(d) Optional Redemption Procedures. If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected pro rata by DTC in the case of Notes represented by a Global Note or by the Trustee pro rata. No Notes of a principal amount of U.S.$150,000 or less may be redeemed in part and Notes of a principal amount in excess of U.S.$150,000 may be redeemed in part in multiples of U.S.$1,000 only. Once notice of redemption is sent to the holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, Notes redeemed will cease to accrue interest if the redemption price is paid in full.

B-4

Notice of any redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 90 days before the redemption date to Holders of Notes to be redeemed at their respective registered addresses. If Notes are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed. For so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of such exchange require, the Bank shall cause notices of redemption to also be published as provided under Section 10.1 of the Indenture. A new Note in a principal amount equal to the unredeemed portion thereof, if any, shall be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note shall be made, as appropriate).

Notes called for redemption shall become due on the date fixed for redemption. The Bank shall pay the redemption price for any Note together with accrued and unpaid interest thereon through the date of redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption as long as the Bank has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. Upon redemption of any Notes by the Bank, such redeemed Notes shall be cancelled.

6. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date.

7. Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all purposes.

8. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Bank at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Bank and not to the Trustee for payment.

B-5

9. Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Bank at any time may terminate some or all of its obligations under the Notes and the Indenture if the Bank deposits with the Trustee funds or U.S. Dollars for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

10. Amendment, Waiver

(a) Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Bank and the Trustee may, among other things, amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for the assumption by a Successor Person of the obligations of the Bank under the Indenture; to secure the Notes; to add to the covenants of the Bank for the benefit of the Holders or to surrender any right or power herein conferred upon the Bank; to add an Event of Default for the benefit of the Holders; to conform the text of the Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Offering Memorandum; to comply with any requirement of the SEC in connection with the qualification of the Indenture under the U.S. Trust Indenture Act of 1939, as amended; to evidence the replacement of the Trustee as provided for under the Indenture; or to make any other amendment, modification or supplement not adverse to the Holders in any respect.

(b) Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended or supplemented without the written consent of each Outstanding Note) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; make any change in the Additional Amounts provisions of the Indenture that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; or make any change to the provisions of the Indenture or the Notes that adversely affects the ranking of the Notes.

11. Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default, which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

B-6

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

12. Trustee Dealings with the Bank

Subject to certain limitations set forth in the Indenture, the Trustee and the Agents under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Bank or its Affiliates and may otherwise deal with the Bank or its Affiliates with the same rights it would have if it were not Trustee.

13. No Recourse Against Others

No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Bank, shall have any liability for any obligations of the Bank under the Notes or the Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

14. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

15. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16. CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Bank has caused CUSIP or ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

B-7

17. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Bank, and matters relating to the legal requirements necessary in order for the Notes to qualify as “negotiable obligations” under Argentine law, shall be governed by the Negotiable Obligations Law and any other applicable Argentine laws and regulations.

18. Currency of Account; Conversion of Currency.

U.S. Dollars are the sole currency of account and payment for all sums payable by the Bank under or in connection with the Notes or the Indenture. The Bank shall indemnify the Holders as provided in respect of the conversion of currency relating to the Notes and the Indenture.

19. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The parties hereto have agreed that any suit, action or proceeding arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Bank agrees that any suit, action, or proceeding against it arising out of or relating to the Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile. The parties hereto have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Bank has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York, New York. To the extent that the Bank has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, 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 it or any of their property, the Bank has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes.

Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

B-8

The Bank shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Banco de Galicia y Buenos Aires S.A.
Perón 407, 22nd Floor
(C1038AAI)
Buenos Aires, Argentina
Attention: Patricia Lastiry
Fax No.: (54 11) 6329-6485

This Note shall be governed by and construed in accordance with the laws of the State of New York; provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Bank, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, shall be governed by the Argentine Negotiable Obligations Law No. 23,576, as amended, together with Argentine Business Companies Law No. 19,550, as amended and other applicable Argentine laws and regulations.

This Global Note does not qualify for the Argentine deposit insurance system established pursuant to Argentine Law No. 24,485, as amended, and does not benefit from the priority right granted to depositors pursuant to Article 49(d) and (e) of Argentine Law No. 21,526, as amended. This Global Note is not secured by any floating lien or special guarantee nor is this Global Note guaranteed by any other means or by any other entity.

B-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. Number)

and irrevocably appoint __________  to transfer this Note on the books of the Bank. The agent may substitute another to act for him.

Date: ___________	Your Signature:
	(Sign exactly as your name appears on the other side of this Note.)

Signature Guarantee:
	(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

B-10

[To be attached to Global Notes only]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

	Amount of	Amount of	Principal Amount	Signature of
	decrease in	increase in	of this Global	authorized
	Principal Amount	Principal Amount	Note following	signatory of
Decrease	of this Global	of this Global	such decrease or	Trustee or Note
or Increase	Note	Note	increase	Custodian

B-11

EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER TO QIB

[Date]

[CUSIP _________]

[ISIN __________]

[Common Code ________]

[Trustee Address]

Re:	8.75% Senior Notes due 2018 (the “Notes”)
	of Banco de Galicia y Buenos Aires S.A. (the “Bank”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of May 4, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Bank, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

This letter relates to U.S.$________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note.

In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

B-12

You and the Bank are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

B-13

EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO REGULATION S

[Date]

[CUSIP __________]

[ISIN ___________]

[Common Code __________]

[Trustee Address]

Re:	8.75% Senior Notes due 2018 (the “Notes”)
	of Banco de Galicia y Buenos Aires S.A. (the “Bank”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of May 4, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Bank, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture and/or in Regulation S (as defined below), as applicable.

In connection with our proposed sale of U.S.$_______  aggregate principal amount of the Notes [in the case of a transfer of an interest in a Rule 144A Global Note:, which represent an interest in a Rule 144A Global Note] beneficially owned by the undersigned Transferor, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

C-1

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(e) we are the beneficial owner of the principal amount of Notes being transferred.

In addition, if the sale is made during a Distribution Compliance Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.

You and the Bank are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

C-2

EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO RULE 144

[Date]

[CUSIP __________]

[ISIN ________]

[Common Code __________]

[Trustee Address]

Re:	8.75% Senior Notes due 2018 (the “Notes”)
	of Banco de Galicia y Buenos Aires S.A. (the “Bank”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of May 4, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Bank, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

In connection with our proposed sale of U.S.$_______  aggregate principal amount of the Notes [in the case of a transfer of an interest in a Rule 144A Global Note:, which represent an interest in a Rule 144A Global Note] beneficially owned by the undersigned Transferor, we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act.

You and the Bank are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

D-1

EX-2.6

Exhibit 2.6

EXECUTION COPY

TARJETA NARANJA S.A.
as Issuer,

THE BANK OF NEW YORK MELLON
as Trustee, Co-Registrar, Paying Agent and Transfer Agent

and

BANCO DE VALORES S.A.
as Argentine Registrar, Paying Agent, Transfer Agent and
Representative of the Trustee in Argentina

and

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Luxembourg Paying Agent and Transfer Agent

INDENTURE

Dated as of January 28, 2011

9.0% SENIOR NOTES DUE 2017

TABLE OF CONTENTS

	Page
ARTICLE I GENERAL
Section 1.1 Definitions		2
Section 1.2 Rules of Construction		27
Section 1.3 Agents		28
ARTICLE II THE NOTES
Section 2.1 Form and Dating		30
Section 2.2 Execution and Authentication		30
Section 2.3 Registrar, Transfer Agent and Paying Agent		32
Section 2.4 Paying Agent to Hold Money in Trust		33
Section 2.5 CUSIP and ISIN Numbers		34
Section 2.6 Holder Lists		34
Section 2.7 Global Note Provisions		34
Section 2.8 Legends		35
Section 2.9 Transfer and Exchange		35
Section 2.10 Mutilated, Destroyed, Lost or Stolen Notes		39
Section 2.11 Temporary Notes		40
Section 2.12 Cancellation		40
Section 2.13 Defaulted Interest		40
Section 2.14 Additional Notes		41
ARTICLE III COVENANTS
Section 3.1 Payment of Notes		41
Section 3.2 Maintenance of Office or Agency		42
Section 3.3 Corporate Existence		42
Section 3.4 Payment of Taxes		42
Section 3.5 Further Instruments and Acts		43
Section 3.6 Waiver of Stay, Extension or Usury Laws		43
Section 3.7 Change of Control		43
Section 3.8 Limitation on Indebtedness		44
Section 3.9 Limitation on Restricted Payments		47

i

TABLE OF CONTENTS
(continued)

	Page
Section 3.10 Limitation on Sale and Lease-Back Transactions		51
Section 3.11 Limitation on Sales of Assets		51
Section 3.12 Limitation on Guarantees and Indebtedness of Restricted Subsidiaries		54
Section 3.13 Limitation on Liens		55
Section 3.14 Limitation on Transactions with Affiliates		58
Section 3.15 Conduct of Business		60
Section 3.16 Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries		60
Section 3.17 Reports to Holders		63
Section 3.18 Listing and Trading		63
Section 3.19 Additional Amounts		64
Section 3.20 Use of Proceeds		66
Section 3.21 Compliance Certificates		66
Section 3.22 Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries		67
ARTICLE IV LIMITATION ON MERGER, CONSOLIDATION AND SALE OF ASSETS
Section 4.1 Consolidation, Merger, Conveyance, Sale or Lease		67
ARTICLE V REDEMPTION AND REPURCHASES OF NOTES
Section 5.1 Redemption		68
Section 5.2 Election to Redeem		68
Section 5.3 Notice of Redemption		69
Section 5.4 Selection of Notes to Be Redeemed in Part		70
Section 5.5 Deposit of Redemption Price		70
Section 5.6 Notes Payable on Redemption Date		71
Section 5.7 Unredeemed Portions of Partially Redeemed Note		71
Section 5.8 Repurchases; Notes held by the Company and/or Affiliates		71
Section 5.9 Application of Redemption Payments		71

ii

TABLE OF CONTENTS
(continued)

	Page
ARTICLE VI DEFAULTS AND REMEDIES
Section 6.1 Events of Default		71
Section 6.2 Acceleration		73
Section 6.3 Other Remedies		73
Section 6.4 Waiver of Past Defaults		73
Section 6.5 Control by Majority		73
Section 6.6 Limitation on Suits		74
Section 6.7 Rights of Holders to Receive Payment		74
Section 6.8 Collection Suit by Trustee		74
Section 6.9 Trustee May File Proofs of Claim, etc.		75
Section 6.10 Priorities		75
Section 6.11 Undertaking for Costs		76
ARTICLE VII TRUSTEE
Section 7.1 Duties of Trustee		76
Section 7.2 Rights of Trustee		77
Section 7.3 Individual Rights of Trustee		79
Section 7.4 Trustee’s Disclaimer		79
Section 7.5 Notice of Defaults		80
Section 7.6 Report to Trustee		80
Section 7.7 Compensation and Indemnity		80
Section 7.8 Replacement of Trustee		81
Section 7.9 Successor Trustee by Merger		82
Section 7.10 Eligibility		82
Section 7.11 The Trustee’s Representative in Argentina		82
Section 7.12 Paying Agent, Registrar and Luxembourg Paying Agent		83
ARTICLE VIII DEFEASANCE; DISCHARGE OF INDENTURE
Section 8.1 Legal Defeasance and Covenant Defeasance		83
Section 8.2 Conditions to Defeasance		85
Section 8.3 Application of Trust Money		86
Section 8.4 Repayment to Company		86

iii

TABLE OF CONTENTS
(continued)

	Page
Section 8.5 Indemnity for U.S. Government Obligations		86
Section 8.6 Reinstatement		86
Section 8.7 Satisfaction and Discharge		87
ARTICLE IX AMENDMENTS
Section 9.1 Without Consent of Holders		88
Section 9.2 With Consent of Holders		89
Section 9.3 Revocation and Effect of Consents and Waivers		90
Section 9.4 Notation on or Exchange of Notes		90
Section 9.5 Trustee to Sign Amendments and Supplements		90
Section 9.6 Evidence of Action Taken by Holders		91
Section 9.7 Holders to be Treated as Owners		91
Section 9.8 Noteholders Meeting; Consent		91
ARTICLE X MISCELLANEOUS
Section 10.1 Notices		93
Section 10.2 Certificate and Opinion as to Conditions Precedent		94
Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel		95
Section 10.4 Rules by Trustee, Paying Agent and Registrar		95
Section 10.5 Legal Holidays		95
Section 10.6 Governing Law, etc.		95
Section 10.7 No Recourse Against Others		97
Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders		97
Section 10.9 Successors		97
Section 10.10 Duplicate and Counterpart Originals		97
Section 10.11 Severability		97
Section 10.12 Currency Indemnity		97
Section 10.13 Table of Contents; Headings		98

iv

EXHIBIT A	Form of Note
EXHIBIT B	Form of Certificate for Transfer to QIB
EXHIBIT C	Form of Certificate for Transfer Pursuant to Regulation S
EXHIBIT D	Form of Certificate for Transfer Pursuant to Rule 144
EXHIBIT E	Form of Supplemental Indenture for Subsidiary Guarantee
EXHIBIT F	Form of Subsidiary Guarantee

INDENTURE, dated as of January 28, 2011, between Tarjeta Naranja S.A., a sociedad anónima organized and existing under the laws of Argentina with legal domicile at Sucre 151, Córdoba, Argentina, incorporated on September 1, 1995 for a 99-year period and registered with the Public Registry of Commerce of The City of Córdoba under No. 1363, Page 5857, Book 24, Year 1995, or December 12, 1995 (the “Company”), The Bank of New York Mellon, as trustee (the “Trustee”), co-registrar (in such capacity, the “Co-Registrar”), paying agent (in such capacity, the “Principal Paying Agent,” and together with any other paying agents appointed by the Company in their respective capacities as such, the “Paying Agents”), and transfer agent (in such capacity, the “Principal Transfer Agent,” and together with any other transfer agents appointed by the Company in their respective capacities as such, the “Transfer Agents”), (iii) Banco de Valores S.A., a sociedad anónima duly incorporated and existing under the laws of Argentina, as the Trustee’s representative in Argentina (in such capacity, the “Trustee’s Representative in Argentina”), and co-registrar (in such capacity, the “Argentine Registrar”) and Transfer Agent (in such capacity, the “Argentine Transfer Agent”) and paying agent (in such capacity, the “Argentine Paying Agent”), and (iv) The Bank of New York Mellon (Luxembourg) S.A., a corporation (société anonyme) organized under the laws of Luxembourg, as Luxembourg paying agent (in such capacity, the “Luxembourg Paying Agent”) and Luxembourg transfer agent (in such capacity, the “Luxembourg Transfer Agent”).

W I T N E S S E T H :

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication and delivery and administration of its Initial Notes and Additional Notes (each as defined herein), pursuant to the Company’s Global Short-Term, Medium-Term and Long-Term Notes Program for a maximum outstanding amount of US$350,000,000 (as amended, the “Program”);

WHEREAS, the Company, pursuant to resolutions of its shareholders’ dated July 14, 2005, authorized the creation of the Program for an initial maximum outstanding amount of US$50,000,000;

WHEREAS, the Company, pursuant to a meeting of the Board of Directors held on September 7, 2005, approved the terms and conditions of the Program;

WHEREAS, the Company, pursuant to resolutions of its shareholders’ dated March 3, 2006 and October 31, 2007, increased the maximum outstanding amount under the Program to US$150,000,000 and to US$350,000,000, respectively;

WHEREAS, the Company, pursuant to resolutions of its Board of Directors dated December 7, 2010, has fully authorized the issuance in the amount of up to US$200,000,000 of the Initial Notes, substantially in the form hereinafter set forth in such aggregate principal amount;

WHEREAS, the Program has been authorized by the Argentine Comisión Nacional de Valores (“CNV”) by its Resolution No. 15,220 dated October 26, 2005;

WHEREAS, the Notes will qualify as “obligaciones negociables” under Argentine Law No. 23,576, as amended (the “Negotiable Obligations Law”), and Joint Resolutions No. 470-1738/2004, No. 500-222/2007 and No. 521-2352/2007 (the “Joint Resolutions”) issued by the CNV and the Argentine Administración Federal de Ingresos Públicos (the “AFIP”);

1

WHEREAS, the main corporate purpose of the Company is to create, develop, direct, manage, market and operate credit card and/or related systems;

WHEREAS, the capital stock and the shareholders’ equity of the Company, as of September 30, 2010, was Ps. 24,000,000 and Ps. 817,928,884, respectively, in accordance with Argentine GAAP (as defined below);

WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of Securities issued on and after the date hereof;

WHEREAS, the Trustee has agreed to act as Trustee under this Indenture on the following terms and conditions; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

Each party agrees as follows for the benefit of the other parties and of the Holders of the Initial Notes and any Additional Notes (in each case as defined herein):

ARTICLE I

GENERAL

Section 1.1 Definitions.

“Acceptable Commitment” has the meaning set forth under Section 3.11.

“Accounts Receivable” means receivables of the Company or any Subsidiary thereof generated in the ordinary course of its business.

“Additional Amounts” has the meaning set forth under Section 3.19.

“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or

2

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Additional Note Board Resolutions” means resolutions duly adopted by the Board of Directors of the Company and delivered to the Trustee in an Officers’ Certificate providing for the issuance of Additional Notes.

“Additional Note Supplemental Indenture” means a supplement to this Indenture duly executed and delivered by the Company and the Trustee pursuant to Article IX providing for the issuance of Additional Notes.

“Additional Notes” means any additional Notes as specified in the relevant Additional Note Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance with this Indenture.

“Affiliates” of any specified Person means 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 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. For purposes of the provisions described under Section 3.14 only, “Control” of any Person shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis including all rights or warrants to purchase such Voting Stock (whether or not currently exercisable)) of such Person and any Person known to such Person who would be an Affiliate of any such beneficial owner pursuant to this sentence or the first sentence hereof.

“AFIP” means the Argentine Administración Federal de Ingresos Públicos.

“Agent” means any of the Paying Agents, the Registrar, the Transfer Agents, the Trustee’s Representative in Argentina, the Authenticating Agent or any other agent employed to act hereunder.

“Agent Members” has the meaning assigned to it in Section 2.7(b).

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: (a) 1.0% of the then outstanding principal amount of the Note; and (b) the excess of the present value at such redemption date of (i) the redemption price of the Note at January 28, 2014 (such redemption price being set forth in the table appearing under paragraph 5(b) of the Form of Reverse Side of Note contained in Exhibit A) plus (ii) all required interest payments due on the Notes, through January 28, 2014 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over the then outstanding principal amount of the Note.

3

“Argentina” means The Republic of Argentina.

“Argentine GAAP” means generally accepted accounting principles in Argentina as in effect from time to time.

“Argentine Paying Agent” means any person authorized by the Company to act as paying agent in Argentina in accordance with the terms hereof and shall initially be Banco de Valores S.A. acting solely to the extent that a Certificated Note is provided to Banco de Valores S.A. for payment in Argentina by an Argentine Holder.

“Argentine Registrar” means any person authorized by the Company to act as registrar in Argentina in accordance with the terms hereof and shall initially be Banco de Valores S.A.

“Argentine Transfer Agent” means any person authorized by the Company to act as transfer agent in Argentina in accordance with the terms hereof and shall initially be Banco de Valores S.A.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation, or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary); or

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary;

(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary;

provided, however, that Asset Disposition will not include:

(a) a disposition by a Restricted Subsidiary to the Company or another Restricted Subsidiary or by the Company to a Restricted Subsidiary, including to a Person that is or will become a Restricted Subsidiary immediately after the disposition;

(b) for purposes of the provisions described under Section 3.11 only, a Restricted Payment or any Permitted Investment;

(c) a disposition of assets with a Fair Market Value of less than US$5.0 million;

(d) an expenditure of cash or liquidation of Cash Equivalents or goods held for sale and assets sold in the ordinary course of business;

(e) (i) a disposition of obsolete equipment or other obsolete assets or other property which is uneconomical and no longer useful for the Company or any Restricted Subsidiary in the ordinary course of business consistent with past practice; or (ii) a disposition of assets that are exchanged for or are otherwise replaced by Additional Assets within a reasonable period of time;

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(f) the disposition of all or substantially all of the assets of the Company in a manner permitted under the covenant described under Section 4.1;

(g) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(h) the disposition of assets in a Sale-Leaseback Transaction, if permitted by the covenant described under Section 3.10;

(i) the Incurrence of any Lien permitted by the covenant described under Section 3.13;

(j) the discounting or factoring of receivables in the ordinary course of business;

(k) rights granted to others pursuant to leases or licenses;

(l) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;

(m) the unwinding of any Hedging Obligations; or

(n) the disposition of Accounts Receivable, or participations therein, and any related assets, in connection with any Permitted Receivables Financing.

“Asset Sale Offer” has the meaning assigned to it in Section 3.10.

“Asset Sale Offer Amount” has the meaning assigned to it in Section 3.10.

“Asset Sale Offer Notice” has the meaning assigned to it in Section 3.10.

“Asset Sale Offer Payment Date” means the purchase date which must be no earlier than 30 days nor later than 60 days from the date the Asset Sale Offer Notice is mailed (other than as may be required by law).

“Attributable Debt” in respect of a Sale and Lease-Back Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended).

“Authenticating Agent” has the meaning assigned to it in Section 2.2(e).

“Authorized Agent” has the meaning assigned to it in Section 10.6(d).

“Authorized Officer” means any officer, Director or attorney-in-fact of the Company as may be duly authorized to take actions under this Indenture and notified to the Trustee in writing by the Company.

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“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing:

(1) the sum of the products of the numbers of years (rounding to the nearest one-twelfth of one year) from the date of determination to the dates of each remaining scheduled principal payment (including the payment at final maturity) of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment, by

(2) the sum of all such payments

“Bankruptcy Law” means Title 11, U.S. Code or any similar U.S. federal or state law or non-U.S. law for the relief of debtors.

“Bankruptcy Law Event of Default” means:

(1) the Company or any Restricted Subsidiary pursuant to or under or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding;

(b) consents to the making of a Bankruptcy Order in an involuntary case or proceeding or consents to the commencement of any case against it (or them);

(c) consents to the appointment of a custodian, receiver, liquidator, assignee, trustee or similar official of it (or them) or for all or any substantial part of its property;

(d) makes a general assignment for the benefit of its (or their) creditors;

(e) files an answer or consent seeking reorganization or relief;

(f) admits in writing its inability to pay its (or their) debts generally when due; or

(g) consents to the filing of a petition in bankruptcy;

(2) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Company or any Restricted Subsidiary or of all or any substantial part of the property of the Company or any Restricted Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days; or

(3) a custodian, receiver, liquidator, assignee, trustee or similar official is appointed out of court with respect to the Company, or any Restricted Subsidiary or with respect to all or any substantial part of the assets or properties of the Company or any Restricted Subsidiary.

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“Bankruptcy Order” means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, receivership, winding-up, dissolution, suspension of payments, reorganization or similar proceedings, or appointing a custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

“BASE” means the Buenos Aires Stock Exchange.

“Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorized to act on behalf of the board of directors of such Person, or similar governing body of such Person, including any managing partner or similar entity of such Person.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, United States or the City of Buenos Aires, Argentina.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and partnership interests, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Cash Equivalents” means:

(a) any official currencies received or acquired in the ordinary course of business including, without limitation, Pesos, Euro, Dollars or any other currency of countries in which the Company or its Subsidiaries has operations;

(b) US Government Obligations or certificates representing an ownership interest in US Government Obligations, or securities issued directly and fully guaranteed or insured by any member of the European Union, or any agency or instrumentality thereof (provided that the full faith and credit of such member is pledged in support of those securities) or other sovereign debt obligations (other than those of Argentina) rated “A” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Rule 436 under the Securities Act, in each case with maturities not exceeding one year from the date of acquisition;

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(c) Argentine government obligations (including those of the Central Bank) or quasi-currency bonds and other obligations issued or directly and fully guaranteed or insured by the Republic of Argentina or by any agent or instrumentality thereof or any such obligations or bonds issued by or guaranteed or insured by any province in Argentina or by an agent or instrumentality thereof; provided that the full faith and credit of the Republic of Argentina is pledged in support thereof.

(d) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptance with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with, in each case with (x) Banco de Galicia y Buenos Aires S.A. and its affiliates, or (y) any bank or trust company organized or licensed under the laws of Argentina or any state thereof that at the time of acquisition thereof has a local market credit rating of at least “BBB” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s;

(e) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof or under the laws of any member state of the European Union, or under the laws of any country in which the Company has operations in each case whose head office’s senior short term debt is rated “BBB+” or higher or such similar equivalent or higher rating by at least one Rating Agency or whose local national scale rating for senior short term debt is BBB+ or higher or such similar equivalent or higher rating; and provided, further, that in the event that no bank or trust company in such country has a local rating of BBB+ or higher or such similar equivalent or higher rating, then this clause shall apply to the three highest rated banks in the relevant country.

(f) repurchase obligations with a term of not more than 30 days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (e) above;

(g) commercial paper rated “BBB” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Rule 436 under the Securities Act and maturing within six months after the date of acquisition;

(h) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (h) above; and

(i) substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which the Company or its Subsidiaries conducts business.

“Central Bank” means the Banco Central de la República Argentina, the Argentine Central Bank.

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“Certificated Note” means any Note issued in fully-registered certificated form (other than a Global Note), which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.8 and Exhibit A.

“Change of Control” means the occurrence of any of the following: (i) Banco de Galicia y Buenos Aires S.A. ceases to own, directly or indirectly, securities representing (x) more than 50% of the Voting Stock of the Issuer, or (y) more than 50% of the economic value of the outstanding Capital Stock of the Issuer; or (ii) the first day on which (x) Banco de Galicia y Buenos Aires S.A. will not have the power to elect, or will not have elected, the managing partner or similar entity directing the management or operation of the Company or a majority of the board of directors of the Company, as applicable, or (y) a majority of the members of the board of directors of the Company are not Continuing Directors (as defined below).

“Change of Control Notice” means notice of a Change of Control Offer made pursuant to Section 3.7, which shall be (i) mailed first-class, postage prepaid, to each record Holder as shown on the Register within 45 days following the date upon which a Change of Control occurred, with a copy to the Trustee, and (ii) as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of the Euro MTF Market so require, published in a newspaper having a general circulation in Luxembourg, which notice shall govern the terms of the Change of Control Offer and shall state:

(1) that a Change of Control has occurred, the circumstances or events causing such Change of Control and that a Change of Control Offer is being made pursuant to Section 3.7, and that all Notes that are timely tendered shall be accepted for payment;

(2) the Change of Control Payment, and the Change of Control Payment Date;

(3) that any Notes or portions thereof not tendered or accepted for payment shall continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment with respect thereto, all Notes or portions thereof accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest from and after the Change of Control Payment Date;

(5) that any Holder electing to have any Notes or portions thereof purchased pursuant to a Change of Control Offer shall be required to tender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter, setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing such Holder’s election to have such Notes or portions thereof purchased pursuant to the Change of Control Offer;

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(7) that any Holder electing to have Notes purchased pursuant to the Change of Control Offer must specify the principal amount that is being tendered for purchase, which principal amount must be U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof;

(8) that any Holder of Certificated Notes whose Certificated Notes are being purchased only in part shall be issued new Certificated Notes equal in principal amount to the unpurchased portion of the Certificated Note or Notes surrendered, which unpurchased portion shall be equal in principal amount to U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof;

(9) that the Trustee shall return to the Holder of a Global Note that is being purchased in part, such Global Note with a notation on the schedule of increases and decreases thereof adjusting the principal amount thereof to be equal to the unpurchased portion of such Global Note;

(10) that, in the event that Holders of not less than 95% of the aggregate principal amount of the Outstanding Notes accept a Change of Control Offer and the Company or a third party purchases all of the Notes held by such Holders, the Company shall have the right, upon prior notice, to redeem all of the Notes that remain outstanding in accordance with Section 3.7(d); and

(11) any other information necessary to enable any Holder to tender Notes and to have such Notes purchased pursuant to Section 3.7.

“Change of Control Offer” has the meaning assigned to it in Section 3.7(a).

“Change of Control Payment” has the meaning assigned to it in Section 3.7(a).

“Change of Control Payment Date” means a Business Day no earlier than 30 days nor later than 60 days subsequent to the date on which the Change of Control Notice is mailed (other than as may be required by applicable law).

“CNV” means the Argentine Comisión Nacional de Valores.

“Company” means the party named as such in the recitals to this Indenture and its successors and assigns, including any Surviving Entity.

“Company Order” has the meaning assigned to it in Section 2.2(c).

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“Consolidated Net Income” means, for any period, consolidated net income (loss) for such period of the Company and its consolidated Restricted Subsidiaries determined in accordance with Argentine GAAP, if any; provided, however, that there shall not be included in such Consolidated Net Income:

(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

(a) subject to the limitations contained in clauses (3), (4), (5) and (6) below, the Company’s equity in the net income of a Person in which it has an ownership interest lower than that required for such Person to be consolidated for such period shall be included to reflect the Company’s equity in such net income; but only to the extent that such Person actually distributes net income to the Company; and

(b) the Company’s equity in the net loss of any such Person for such period shall be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Subsidiary;

(2) any net income (or loss) of any Person acquired by the Company or a Restricted Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition;

(3) any gain (or loss) realized upon the sale or other disposition of any asset of the Company or any Restricted Subsidiary (including pursuant to any Sale and Lease-Back Transaction) that is not sold or otherwise disposed of in the ordinary course of business and any gain (or loss) realized upon the sale or other disposition by the Company or any Restricted Subsidiary of any Capital Stock of any Person;

(4) any extraordinary or otherwise nonrecurring gain or loss;

(5) any gain or loss related to currency fluctuation;

(6) the cumulative effect of a change in accounting principles; and

(7) any net income (but not loss) of any Restricted Subsidiary if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(a) subject to the limitations contained in clauses (3), (4), (5) and (6) above, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that such Restricted Subsidiary actually distributes to the Company; and

(b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary.

“Co-Registrar” means the party named as such in the recitals to this Indenture, acting as co-registrar for the Notes.

“Corporate Trust Office” means, with respect to the Trustee, the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is located on the date hereof at The Bank of New York Mellon, 101 Barclay Street, Floor 4E, New York, New York 10286, Attention: Global Finance Unit.

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“Covenant Defeasance” has the meaning assigned to it in Section 8.1(c).

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning assigned to it in paragraph 1 of the Form of Reverse Side of Note contained in Exhibit A.

“Director” mans any duly elected member of the Board of Directors of the Company as certified in an Officers’ Certificate of the Company and delivered to the Trustee.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

(3) is redeemable at the option of the holder thereof, in whole or in part,

in each case on or prior to the first anniversary of the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to repurchase or redeem such Capital Stock upon the occurrence of an “asset sale” occurring prior to the first anniversary of the Stated Maturity of the Notes shall not constitute Disqualified Stock if the “asset sale” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the provisions of the covenant described under Section 3.11.

“Distribution Compliance Period” means, with respect to any Regulation S Global Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such Notes.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Company that is a clearing agency registered under the Exchange Act.

“Event of Default” has the meaning assigned to it in Section 6.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

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“Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the Board of Directors of the Company or any Restricted Subsidiary, as applicable, and evidenced by a resolution thereof set forth in an Officers’ Certificate delivered to the Trustee.

“Global Note” means any Note issued in fully-registered certificated form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.8 and Exhibit A.

“Governmental Authority” means any government, court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of any country, state, county, city or other political subdivision, having jurisdiction over the matter or matters in question.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of any Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Agreement” means hedging agreements in connection with interest rates, interest rate swaps, cap and collar agreements, interest rate futures and options, currency swap agreements, currency futures and options, and similar agreements that enable the Issuer to hedge financial and operating risks.

“Hedging Obligations” of any Person means the obligations of such Person under any Hedging Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person is merged or consolidated with the Company or becomes a Subsidiary of the Company (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time of such merger or consolidation or at the time it becomes a Subsidiary of the Company. The term “Incurrence” when used as a noun shall have a correlative meaning. Neither the accretion of principal of a non-interest bearing or other discount security nor the capitalization of interest on Indebtedness shall be deemed the Incurrence of Indebtedness.

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“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal amount (or, if less, the accreted value) in respect of indebtedness of such Person for borrowed money;

(2) the principal (or, if less, the accreted value) if any, in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all reimbursement obligations of such Person in respect of the face amount of letters of credit or other similar instruments;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except trade and other ordinary course payables and contingent obligations to pay earn-outs), which purchase price is due more than twelve months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

(5) all Capitalized Lease Obligations and all Attributable Debt of such Person;

(6) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect of any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(a) the Fair Market Value of such asset at such date of determination; and

(b) the amount of such Indebtedness of such other Persons;

(8) to the extent not otherwise included in this definition, all Hedging Obligations of such Person, to the extent such Hedging Obligations appear as a liability on the balance sheet of such Person; and

(9) all obligations of the type referred to in clauses (1) through (8) above of other Persons for which such Person is responsible or liable, directly or indirectly, as Guarantor or otherwise, by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to any contingent obligations, the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of such contingent obligations at such date.

“Indebtedness to Net Worth Ratio” means, as of any date of determination, (i) Indebtedness of the Company and its Restricted Subsidiaries (excluding any Unrestricted Subsidiaries) divided by (ii) Shareholders’ Equity of the Company and its Restricted Subsidiaries (excluding any Unrestricted Subsidiaries) (based on its most recent audited annual consolidated financial statements or its limited review quarterly consolidated financial statements, as applicable).

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“Indenture” means this Indenture, as amended or supplemented from time to time, including the Exhibits hereto, and any supplemental indenture hereto.

“Initial Lien” has the meaning assigned to it in Section 3.13.

“Initial Notes” means any of the Company’s 9.0% Senior Notes due 2017 issued on the Issue Date, and any replacement Notes in respect thereof issued thereafter in accordance with this Indenture.

“Interest Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of Note contained in Exhibit A.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others; other than deposits made in the ordinary course of business), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person; provided that any advances, loans or other extensions of credit to customers or suppliers or merchants or any other Person in the ordinary course of business that are recorded as receivables from services or other receivables on the balance sheet of the applicable lender shall not constitute an Investment. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under Section 3.9.

(1) Investment shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that, upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Company’s Investment in such Subsidiary at the time of such redesignation, minus

(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer.

“Issue Date” means the date of this Indenture (being the original issue date of Notes hereunder).

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“Joint Resolutions” means joint resolutions no. 470-1738/2004, No. 500-222/2007 and No. 521-2352/2007 issued by the CNV and the AFIP.

“Legal Defeasance” has the meaning assigned to it in Section 8.1(b).

“Legal Holiday” has the meaning assigned to it in Section 10.5.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Paying Agent” means any Person authorized by the Company to repay the principal of, or interest on, any Notes in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon (Luxembourg) S.A. with an office located at Vertigo Building Polaris 2-4 rue Eugene Rupert L-2453 Luxembourg.

“Luxembourg Transfer Agent” means any person authorized by the Company to act as Transfer Agent in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon (Luxembourg) S.A. with an office located at Vertigo Building Polaris 2-4 rue Eugene Rupert L-2453 Luxembourg.

“Maturity Date” means, when used with respect to any Note, the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, call for redemption, exercise of the repurchase right or otherwise.

“MAE” means Mercado Abierto Electrónico.

“Minimum Legally Required Dividend” means, for any Person and any period, an amount equal to the minimum dividend required to be distributed under applicable Argentine law by such Person to holders of its Capital Stock.

“Negotiable Obligations Law” means Law 23,576 as amended and supplemented.

“Net Available Cash” from an Asset Disposition means cash payments or Cash Equivalents received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case minus:

(1) all legal, accounting, investment banking, broker, consultant and advisory fees and expenses, title and recording tax expenses, commissions and other fees and expenses Incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability in accordance with Argentine GAAP, as a consequence of such Asset Disposition;

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(2) all payments, including any prepayment premiums or penalties, made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition;

(4) appropriate amounts to be provided by the seller as a reserve, in accordance with Argentine GAAP or as contractually provided for, against any liabilities associated with the property or other assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;

(5) taxes paid or payable in respect of Asset Dispositions; and

(6) repayment of Indebtedness secured by a Lien permitted under this Indenture required to be repaid in connection with the Asset Disposition.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock or sale or other disposition of any Investment, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees and expenses actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of the Company or any Restricted Subsidiary.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Note Custodian” means the custodian with respect to any Global Note appointed by DTC, or any successor Person thereto, and shall initially be the Trustee.

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“Notes” means, collectively, the Initial Notes and any Additional Notes issued under this Indenture.

“Obligations” means, with respect to any Indebtedness, any principal, interest (including, without limitation, Post-Petition Interest), premium, Additional Amounts, penalties, fees, indemnifications, reimbursements, damages, and other liabilities payable under the documentation governing such Indebtedness, including in the case of the Notes and any Subsidiary Guarantees, this Indenture.

“OECD” means the Organisation for Economic Co-operation and Development.

“Officer” means, when used in connection with any action to be taken by the Company or Subsidiary, the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Director of Corporate Finance, the Chief Legal Officer, the Treasurer or any Assistant Treasurer and the Secretary or any Assistant Secretary (or, in each case, the officers of the Company or Subsidiary with equivalent positions).

“Officers’ Certificate” means, when used in connection with any action to be taken by the Company or Subsidiary, a certificate signed by two Officers of the Company or such Subsidiary, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company (except as otherwise provided in this Indenture), obtained at the expense of the Company, a Surviving Entity or a Restricted Subsidiary, and delivered to the Trustee.

“Original Offering of Notes” means the original private offering of the Initial Notes outside of Argentina and the public offering of the Notes in Argentina, which were issued on the Issue Date.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Notes, or portions thereof, for the payment, redemption or, in the case of an Asset Sale Offer or Change of Control Offer, purchase of, which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or an Affiliate of the Company) in trust or set aside and segregated in trust by the Company or an Affiliate of the Company (if the Company or such Affiliate of the Company is acting as Paying Agent) for the Holders of such Notes; provided that, if Notes (or portions thereof) are to be redeemed or purchased, notice of such redemption or purchase has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made;

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(3) Notes which have been surrendered pursuant to Section 2.10 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Company; and

(4) solely to the extent provided in Article VIII, Notes which are subject to Legal Defeasance or Covenant Defeasance as provided in Article VIII;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor under the Notes or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

“Paying Agent” means the Luxembourg Paying Agent, the Principal Paying Agent, the Argentine Paying Agent and any other paying agent appointed by the Company to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Permitted Indebtedness” has the meaning set forth under Section 3.8(b).

“Permitted Investment” means:

(1) an Investment by the Company or any Restricted Subsidiary in the Company or any Restricted Subsidiary or a Person that will upon the making of such Investment become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2) an Investment by the Company or any Restricted Subsidiary in another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary or becomes a Restricted Subsidiary; provided, however, that such Person’s primary business is a Related Business;

(3) Investments in Cash Equivalents;

(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) any Investment acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Investment of any Person existing at the time such Person becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction;

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(6) any Investment in stocks, obligations or securities received in compromise, settlement or satisfaction of (or foreclosure with respect to) (A) debts created in the ordinary course of business (including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer) and owing to the Company or any Restricted Subsidiary or (B) judgments, litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) any Investment existing on the Closing Date or made pursuant to binding commitments in effect on the Closing Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Closing Date (so long as such extension, modification or renewal is not materially less favorable to the Company or the relevant Restricted Subsidiary); provided, that the amount of any such Investment may be increased as required by the terms of such Investment as in existence on the Closing Date;

(8) Hedging Obligations to the extent permitted under clause (2)(e) of the covenant described under Section 3.8;

(9) Guarantees of Indebtedness permitted under the covenant described under Section 3.8;

(10) Investments to the extent made with Capital Stock of the Company (other than Disqualified Stock);

(11) any additional Investment having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (11) that are outstanding at the time of such additional Investment, not to exceed US$50.0 million at the time of such additional Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(12) repurchases of Notes;

(13) any Investment made as a result of the receipt of non-cash proceeds from an Asset Disposition that was made pursuant to and in compliance with the covenant described under Section 3.11;

(14) loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary;

(15) security deposits, advance payments and trade credits extended by the Company or any of its Restricted Subsidiaries in the ordinary course of business, on usual and customary terms;

(16) endorsements for collection or deposit in the ordinary course of business;

(17) securities, instruments or other obligations received in the ordinary course of business (and related Hedging Agreements) in connection with voluntary or mandatory exchange offers set up by the federal, provincial or municipal government of Argentina;

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(18) Investments arising as a result of any Permitted Receivables Financing; and

(19) Investments in joint ventures engaged in Related Businesses in Peru and/or the Dominican Republic; provided that the aggregate amount of such Investments outstanding at any time shall not exceed US$20.0 million.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Vehicle purchases or otherwise acquires Accounts Receivable of the Company or any Restricted Subsidiaries and enters into a third party financing thereof.

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

“Pesos” / “Ps.” means Argentine Pesos.

“Post-Petition Interest” means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Pricing Supplement and Offering Memorandum” means the Company’s pricing supplement and offering memorandum dated January 25, 2011 used in connection with the Original Offering of Notes.

“Principal Paying Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Principal Payment Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Principal Transfer Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Private Placement Legend” has the meaning assigned to it in Section 2.8(b).

“Program” has the meaning assigned to it in the recitals to this Indenture.

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“Purchase Money Obligations” means Indebtedness:

(1) consisting of the deferred purchase price of an asset, conditional sale obligations, obligations under any title retention agreement and other purchase money obligations, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed; and

(2) Incurred to finance the acquisition by the Company or a Restricted Subsidiary of such asset, including additions and improvements;

provided, however, that such Indebtedness is Incurred within 180 days before or after the acquisition by the Company or such Restricted Subsidiary of such asset.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Rating Agency” means Fitch, Moody’s, S&P or other nationally recognized statistical rating organizations as contemplated in Rule 436 under the Securities Act.

“Record Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Redemption Date” means, with respect to any redemption of Notes, the date fixed for such redemption pursuant to this Indenture and the Notes.

“Refinance” means, in respect of any Indebtedness, to refinance, extend (including pursuant to any defeasance or discharge mechanism), renew, refund, repay, replace, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that is Incurred to Refinance any Indebtedness of the Company or any Restricted Subsidiary existing on the Closing Date or Incurred in compliance with this Indenture (including Indebtedness that Refinances Refinancing Indebtedness); provided, however, that:

(1) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being Refinanced (plus accrued interest on such Indebtedness and the amount of all reasonable fees and expenses, including premiums, incurred in connection therewith); and

(3) if the Indebtedness being Refinanced is Subordinated Obligations, such Refinancing Indebtedness is subordinated in right of payment to the Notes or any relevant Subsidiary Guarantee, if applicable, at least to the same extent as the Indebtedness being Refinanced;

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provided further, however, that Refinancing Indebtedness shall not include Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Register” has the meaning assigned to it in Section 2.3(a).

“Registrar” means the Co-Registrar, the Argentine Registrar and any other registrar appointed by the Company to act in such capacity in accordance with the terms hereof and their successors.

“Regulation S” means Regulation S under the Securities Act or any successor regulation.

“Regulation S Global Note” has the meaning assigned to it in Section 2.1(f).

“Related Business” means any business conducted by the Company and the Restricted Subsidiaries as of the Closing Date and any business of any other Person that is related, ancillary or complementary thereto.

“Relevant Date” has the meaning assigned to it in Section 3.19.

“Resale Restriction Termination Date” means, for any Restricted Note (or beneficial interest therein), one year (or such other period specified in Rule 144) from the Issue Date or, if any Additional Notes that are Restricted Notes have been issued before the Resale Restriction Termination Date for any Restricted Notes, from the latest such original issue date of such Additional Notes.

“Responsible Officer” means, (x) when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee to administer corporate trust matters, and (y) when used with respect to the Company, means any executive officer of the Company or any member of the Board of Directors of the Company (other than independent Directors).

“Restricted Note” means any Initial Note (or beneficial interest therein) or any Additional Note (or beneficial interest therein), until such time as:

(1) the Resale Restriction Termination Date therefor has passed;

(2) such Note is a Regulation S Global Note and the Distribution Compliance Period therefor has terminated; or

(3) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.9(d) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing a Private Placement Legend.

“Restricted Payment” has the meaning assigned to it in Section 3.9.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary

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“Rule 144” means Rule 144 under the Securities Act (or any successor rule).

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule).

“Rule 144A Global Note” has the meaning assigned to it in Section 2.1(e).

“Sale and Leaseback Transaction” means any arrangement with any Person (other than the Company or a Restricted Subsidiary), or to which any such Person is a party, providing for the leasing to the Company or a Restricted Subsidiary for a period of more than three years of any property or assets which property or assets have been or are to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person (other than the Company or a Restricted Subsidiary) to which funds have been or are to be advanced by such Person on the security of the leased property or assets.

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

“Second Commitment” has the meaning given to it under Section 3.11.

“Securities” has the meaning assigned to it in the recitals to this Indenture.

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

“Securitization Vehicle” means a financial trust or other entity,

(1) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(2) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(a) is Guaranteed by the Company or any Restricted Subsidiary of the Company,

(b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company in any way, or

(c) subjects any property or asset of the Company or any Restricted Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than the Accounts Receivables being transferred to the Securitization Vehicle),

(3) with respect to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clauses (3) and (4), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

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“Senior Indebtedness” means all unsubordinated Indebtedness of the Company or of any Restricted Subsidiary, whether outstanding on the Closing Date or Incurred thereafter.

“Shareholders’ Equity” means, at any time, the consolidated shareholders’ equity of the Company and the Restricted Subsidiaries (excluding any Unrestricted Subsidiaries) determined in accordance with Argentine GAAP.

“Special Record Date” has the meaning assigned to it in Section 2.13(a).

“Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including, with respect to any principal amount which is then due and payable pursuant to any mandatory redemption provision, the date specified for the payment thereof (but excluding any provision providing for the repurchase of any such Indebtedness upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means any Indebtedness that is subordinate or junior in right of payment to the Notes or the relevant Subsidiary Guarantee, as the case may be, pursuant to a written agreement.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity:

(1) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held; or

(2) that is, as of such date, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Subsidiary Guarantee” means the unconditional guarantee, on a joint and several basis, of the full and prompt payment of all Obligations of the Company under this Indenture and the Notes provided by a Restricted Subsidiary in accordance with the terms of this Indenture in the forms of Exhibit E and Exhibit F.

“Subsidiary Guarantor” means each Restricted Subsidiary, which shall in the future provide a Subsidiary Guarantee pursuant to this Indenture until such time as its Subsidiary Guarantee is released in accordance with the relevant supplemental indenture.

“Successor Company” has the meaning set forth under Section 4.1.

“Supervisory Committee” means the comisión fiscalizadora of the Company.

“Total Assets” means the aggregate amount of the assets of the Company and its Restricted Subsidiaries as set forth in the “total assets” line item of the Company’s or such Restricted Subsidiaries’ consolidated balance sheet or, in its absence, any other line item which indicates the amount of such assets, determined in accordance with Argentine GAAP.

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“Total Liabilities” means the liabilities of the Company and its Restricted Subsidiaries (excluding any Unrestricted Subsidiaries).

“Total Liabilities to Net Worth Ratio” means, as of any date of determination (i) Total Liabilities divided by (ii) the Shareholders’ Equity (based on the most recent audited annual financial statements or limited review quarterly financial statements, as applicable).

“Transfer Agent” means the Luxembourg Transfer Agent, the Principal Transfer Agent, the Argentine Transfer Agent and any other transfer agent appointed by the Company to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Transparency Directive” has the meaning assigned to it in Section 3.18.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department (or any successor group of the Trustee) of the Trustee, having direct responsibility for the administration of this Indenture or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Trustee’s Representative in Argentina” means the party named as such in the recitals to this Indenture and in accordance with Section 7.11 hereof.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Restricted Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary pursuant to clause (1) above unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

(a) the Subsidiary to be so designated has consolidated assets of US$1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than US$1,000, then such Investment and designation would be permitted under Section 3.9.

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The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation:

(i) if such Restricted Subsidiary has any debt outstanding, such designation shall be deemed an Incurrence of Indebtedness by such Restricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 3.8; and

(ii) no Event of Default shall have occurred and be continuing.

Any such designation of a Subsidiary as a Restricted Subsidiary, and any such designation of a Subsidiary as an Unrestricted Subsidiary pursuant to clause (1) above, by the Board of Directors of the Company shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and that are not callable or redeemable at the issuer’s option.

“U.S. Dollars” or “U.S.$” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

“Value” means, with respect to a Sale and Lease-Back Transaction, as of any particular time, the amount equal to the greater of: (1) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Lease-Back Transaction or (2) the Fair Market Value of such property at the time of entering into such Sale and Lease-Back Transaction, in either case divided first by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors of such Person.

Section 1.2 Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) all ratios, definitions and calculations contemplated in this Indenture with reference to (or derivative of) the financial statements of the Company shall be interpreted and calculated in accordance with the accounting standards applicable to the Company as of the date hereof; in the event that such accounting standards change or are otherwise modified following the date hereof for any reason, such ratios, definitions and calculations shall continue to be made in the manner originally contemplated (without giving effect to any such changes or modifications);

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(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) references to the payment of principal of the Notes shall include applicable premium, if any;

(7) references to payments on the Notes shall include Additional Amounts payable on the Notes, if any;

(8) all references to Sections or Articles refer to Sections or Articles of this Indenture;

(9) references to any law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing or implementing such law; and

(10) the term “obligor,” when used with respect to the Notes, means the Company and any other obligor as of the date of this Indenture.

Section 1.3 Agents.

(a) The Company hereby appoints each of the Registrar, the Transfer Agent and the Paying Agent (collectively, the “Agents” and, individually, an “Agent”) as its agent in relation to the Notes for the purposes specified in this Indenture and in the terms of the Notes applicable thereto and all matters incidental thereto. Each of the Agents shall have the rights, powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act on behalf of the Company as the Company and such Agent may hereafter agree in writing. By execution of this Indenture, each of the Agents accepts its appointment as agent of the Company in relation to the Notes and shall comply with the provisions of this Indenture and the Notes applicable thereto.

(b) The Company may vary or terminate the appointment of any Agent at any time and from time to time upon giving at least 30 days’ written notice to such Agent and to the Trustee. Each Agent may at any time resign by giving no less than 30 days’ written notice to the Company of such intention on its part, specifying the date on which its desired resignation shall become effective. In the event that the Company fails to appoint a new Agent to succeed the resigning Agent within 30 days after receiving notice of such resignation, the resigning Agent shall have the power to appoint a successor Agent.

(c) No Agent makes any representation as to the validity or sufficiency of this Indenture, any offering materials or the Notes. No Agent shall be accountable for the use or application by the Company of the Notes or the proceeds thereof.

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(d) Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken or damage suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement, or other document to the extent that such communication conforms to the provisions set forth herein, and is believed by it, in good faith, to be genuine and to have been passed or signed by the proper parties.

(e) Each of the Agents may become the owners of, or acquire any interest in, any Notes, with the same rights that they would have if it were not acting in such capacity, and may engage or be interested in any financial or other transaction with the Company.

(f) The Company agrees to indemnify and defend each of the Agents and each of their respective officers, directors, employees and agents for, and to hold each of them harmless against any damage, loss, liability, cost, claim, action, demand or expense (including reasonable fees and expenses of legal counsel) arising out of or in connection with each of their respective appointments, or the exercise of each of their respective powers and rights and the performance of each of their respective duties hereunder, or the performance of any other duties pursuant to the terms and conditions hereof, except such as may result from each of their negligence, bad faith or willful misconduct or that of each of their respective officers or employees. Notwithstanding anything contained in this Indenture to the contrary, the indemnity set forth in this paragraph shall survive the payment of the Notes, the resignation or removal of any Agent and/or the termination of this Indenture.

(g) Except as otherwise provided herein, none of the Agents shall be liable for any action taken or omitted by it in good faith, in the absence of negligence or willful misconduct.

(h) Each Agent may execute any of its powers or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and such Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. The Company covenants and agrees to pay to each Agent all such compensation agreed to in writing by the Company and each Agent and to reimburse each of the Agents for the reasonable and documented out of pocket expenses (including the reasonable fees and expenses of its counsel) incurred by it in connection with the services rendered by it hereunder, including, without limitation, any payments made in connection with taxes or other charges relating to such services. The Company shall reimburse the relevant Agent for such expenses within 30 days from receiving a written request therefor together with the appropriate documentation for such expenses.

(i) None of the provisions contained in this Indenture shall require any of the Agents to expend, advance or risk its own funds or otherwise incur any personal financial liability in the performance of any of their duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

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(j)The duties and obligations of each Agent with respect to the Notes and this Indenture shall be determined solely by the express provisions of this Indenture, and each Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against each such Agent. The duties and obligations of each Agent are several and not joint.

ARTICLE II

THE NOTES

Section 2.1 Form and Dating.

(a) The Initial Notes are being originally issued by the Company on the Issue Date. The Notes shall be issued in fully registered certificated global form without coupon, and in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes and the certificate of authentication shall be substantially in the form of Exhibit A.

(b) The terms and provisions of the Notes, the form of which is in Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. In the event of any discrepancies between the provisions or definitions of this Indenture and the ones in any Note, the provisions and definitions of the Indenture will control. Except as otherwise expressly permitted in this Indenture, all Notes shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under this Indenture shall vote and consent together on all matters as one class.

(c) The Company agrees to cause the Notes to comply with Article 7 of the Negotiable Obligations Law.

(d) The Notes may have notations, legends or endorsements as specified in Section 2.8 or as otherwise required by law, stock exchange rule or DTC rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

(e) Notes originally offered and sold to QIBs in reliance on Rule 144A shall be represented by a permanent global certificate without interest coupons (each, a “Rule 144A Global Note”).

(f) Notes originally offered and sold outside the United States of America in reliance on Regulation S shall be represented by a permanent global certificate without interest coupons (each, a “Regulation S Global Note”).

Section 2.2 Execution and Authentication.

(a) A member of the Board of Directors and a member of the Supervisory Committee shall sign the Notes for the Company by manual or facsimile signature. If a member of the Board of Directors and/or a member of the Supervisory Committee whose signature is on a Note no longer holds that position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

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(b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on the certificate of authentication on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver one or more Notes executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section 2.2, and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Company (contained in the Company Order referred to below) or pursuant to such procedures as may be specified from time to time by a Company Order. Such Company Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Company as to the form and terms of such Notes. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon:

(i) a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Company) and completion of any terms not set forth in such Notes as executed by the Company or setting forth procedures as to such completion and delivery (the “Company Order”);

(ii) any resolutions of the Board of Directors and an Officers’ Certificate;

(iii) to the extent the form and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors, an Officers’ Certificate, prepared in accordance with Section 10.2, either setting forth the form and terms of the Notes; and

(iv) an Opinion of Counsel, prepared in accordance with Section 10.2, from Argentine Counsel and New York Counsel which shall state (a) that the form and terms of such Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; and (b) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with and subject to such matters as counsel may therein specify.

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(d) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the Company, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it.

(e) The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.

Section 2.3 Registrar, Transfer Agent and Paying Agent.

(a) The Company shall maintain an office or agency in the Borough of Manhattan, City of New York, in the City of Buenos Aires, Argentina and, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg (which office or agency may be the Corporate Trust Office of the Trustee or an Affiliate of the Trustee), where Notes may be presented or surrendered for registration of transfer or for exchange and where Notes may be presented for payment. The Co-Registrar and the Argentine Registrar will each keep a register (the “Register”) at their respective office for the registration of ownership, exchange and transfer of Notes. In the case of the replacement of the Notes, the Register will include notations of the Note so replaced, and the date of the Note issued in replacement thereof. In the case of the cancellation of the Notes, the Register will include notations of the Note so cancelled and the date on which such Note was cancelled. The Argentine Registrar shall maintain a record of all registrations of ownership, exchange and transfer of Notes at its office in the City of Buenos Aires, Argentina. The Argentine Registrar shall give prompt notice to the Co-Registrar and the Co-Registrar shall likewise give prompt notice to the Argentine Registrar of any registration of ownership, exchange or transfer of Notes. The Register will show the amount of the Notes, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Co-Registrar and the Argentine Registrar shall at all reasonable times during office hours make the Register available to the Company or any Person authorized by the Company in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and written direction of the Company, the Co-Registrar and the Argentine Registrar shall deliver to such Persons all lists of Holders of Notes, their addresses and amounts of such holdings as the Company may request. The Company may appoint one or more co-registrars and one or more additional paying agents. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

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(b) The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Transfer Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of each such agent. If the Company fails to maintain a Registrar, Paying Agent or Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company may act as Paying Agent, Registrar, or Transfer Agent.

(c) The Company initially appoints The Bank of New York Mellon as Co-Registrar, Paying Agent and Transfer Agent (and The Bank of New York Mellon hereby accepts such appointment), until such time as another Person is appointed as such, Banco de Valores S.A. as Argentine Registrar, Paying Agent, Transfer Agent and Representative of the Trustee in Argentina (and Banco de Valores S.A. hereby accepts such appointment) until such time as another Person is appointed as such, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (and The Bank of New York Mellon (Luxembourg) S.A., hereby accepts such appointment), until such time as another Person is appointed as such.

(d) The Company may change the Registrar, Paying Agent and Transfer Agent without notice to Holders.

Section 2.4 Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust separate and apart from, and not commingle with any other properties, for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes (whether such money has been distributed to it by the Company or any other obligor of the Notes) in accordance with the terms of this Indenture and shall notify the Trustee in writing of any Default by the Company or any Subsidiary Guarantor (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Company or an Affiliate of the Company or any Subsidiary Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Company) shall have no further liability for the money delivered to the Trustee. Upon any proceeding under any Bankruptcy Law with respect to the Company, any Affiliate of the Company or any Subsidiary Guarantor, if the Company, a Subsidiary Guarantor or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Company, such Subsidiary Guarantor or such Affiliate as Paying Agent.

The receipt by the Paying Agent or the Trustee from the Company of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall satisfy the obligations of the Company herein and under the Notes to make such payment to the Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not exceed any amounts paid to it by the Company, or held by it, on behalf of the Holders under this Indenture. Notwithstanding the preceding sentence or any other provision of this Indenture to the contrary, the Company (without prejudice to its rights against the Trustee or any Paying Agent)

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shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the Notes and this Indenture as shall result in the receipt by the Holders of such amounts as would have been received by them had no such failure occurred. Upon the Company’s repayment in full of the Notes, and so long as the Paying Agent no longer holds any money payable to the Holders or the Trustee, as the case may be, in connection with this Indenture or the Notes, as applicable, the Paying Agent shall be relieved of any of its obligations under this Indenture and the Notes and any actions other than the exercise of rights, required to be taken by the Paying Agent, shall be taken by the Company or its Subsidiaries.

Section 2.5 CUSIP and ISIN Numbers. In issuing the Notes, the Company may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any initial CUSIP and/or ISIN numbers and any change in the CUSIP or ISIN numbers.

Section 2.6 Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.7 Global Note Provisions.

(a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC; (ii) be delivered to the Note Custodian; and (iii) bear the appropriate legend, as set forth in Section 2.8 and Exhibit A. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture.

(b) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian under such Global Note, and DTC may be treated by the Company, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by DTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

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(c) Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in the following limited circumstances:

(i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice;

(ii) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or

(iii) an Event of Default has occurred and is continuing with respect to the Notes.

In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and upon Company Order the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations.

Section 2.8 Legends.

(a) Each Global Note shall bear the legend specified therefor in Exhibit A on the face thereof.

(b) Each Restricted Note shall bear the private placement legend specified therefor in Exhibit A on the face thereof (the “Private Placement Legend”).

Section 2.9 Transfer and Exchange. The following provisions shall apply with respect to any proposed transfer of an interest in a Rule 144A Global Note that is a Restricted Note:

(a) If (1) the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred; and

(ii) a certificate in the form of Exhibit C from the transferor, the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the foregoing.

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(b) If the owner of a beneficial interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred; and

(ii) a certificate in the form of Exhibit B duly executed by the transferor,

the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

(c) Other Transfers. Any transfer of Restricted Notes not described in Section 2.9 (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the rules and procedures of DTC, but is not subject to any procedure required by this Indenture) shall be made only upon receipt by the Company, the Trustee and the Registrar of such Opinions of Counsel, certificates and/or other information reasonably required by and satisfactory to it in order to ensure compliance with the Securities Act or in accordance with Section 2.9(d).

(d) Use and Removal of Private Placement Legends. Upon the registration of transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such registration of transfer, exchange or replacement) a Private Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Certificated Notes if they have been issued pursuant to Section 2.7(c)) that does not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Note Custodian and Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:

(i) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Registrar of a certificate of the transferor in the form of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Registrar;

(ii) such Notes (or beneficial interests) are transferred, replaced or exchanged after the Resale Restriction Termination Date therefor;

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(iii) a transfer of such Notes is made pursuant to an effective Registration Statement, in which case the Private Placement Legend shall be removed from such Note so transferred at the request of the Holder; or

(iv) in connection with such registration of transfer, exchange or replacement the Registrar shall have received an Opinion of Counsel addressed to it, the Trustee and the Company and other evidence reasonably satisfactory to it to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the Holder on or after the Resale Restriction Termination Date therefor. The Holder of a Global Note may exchange an interest therein for an equivalent interest in a Global Note not bearing a Private Placement Legend (other than a Regulation S Global Note) upon transfer of such interest pursuant to any of clauses (i) through (iv) of this Section 2.9(d).

(e) Consolidation of Global Notes. Nothing in this Indenture shall provide for the consolidation of any Notes with any other Notes unless they constitute, as determined pursuant to an Opinion of Counsel, the same classes of securities for U.S. federal income tax purposes.

(f) Retention of Documents. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(g) Execution, Authentication of Notes, etc.

(i) Subject to the other provisions of this Section 2.9 when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company, the Registrar, or the Trustee may require payment of a sum sufficient to cover any transfer tax, assessment, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.7 or Section 3.10).

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(iii) The Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning: (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing; or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date.

(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(vi) The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee.

(h) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the express terms of this Indenture, to examine the same to determine if it substantially complies on its face as to form with the express requirements hereof, and to notify the party delivering the same if the certificate does not so comply.

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Section 2.10 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken and if the requirements of Section 8-405 of the Uniform Commercial Code of the State of New York are met, the Company shall execute and upon Company Order the Trustee shall authenticate a replacement Note if the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an affidavit of loss and indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any Co-Registrar from any loss that any of them may suffer if a Note is replaced, and, in the absence of notice to the Company or a Trust Officer of the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code of the State of New York), the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

(b) Upon the issuance of any new Note under this Section 2.10, the Company, the Trustee and the Registrar may require from such Holder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company’s counsel, the Trustee and its counsel) in connection therewith.

(c) In case any mutilated, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company may, in its discretion, pay such Notes instead of issuing a new Note in replacement thereof.

(d) Every new Note issued pursuant to this Section 2.10 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Company and any other obligor upon the Notes, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e) The provisions of this Section 2.10 shall be exclusive and shall be in lieu of, to the fullest extent permitted by applicable law, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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Section 2.11 Temporary Notes. Until definitive Notes are ready for delivery, the Company may execute and upon Company Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and execute and upon Company Order the Trustee shall authenticate definitive Notes. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and upon Company Order the Trustee shall authenticate and make available for delivery in exchange therefor one or more definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.

Section 2.12 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of cancelled Notes in accordance with its customary procedures or return to the Company all Notes surrendered for registration of transfer, exchange, payment or cancellation. Subject to Section 2.10, the Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange upon Company Order.

Section 2.13 Defaulted Interest. When any installment of interest becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Record Date applicable to such installment of interest. Defaulted Interest (including any interest on such Defaulted Interest) may be paid by the Company, at its election, as provided in Section 2.13(a) or Section 2.13(b).

(a) The Company may elect to make payment of any Defaulted Interest (including any interest on such Defaulted Interest) to the Holders in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 2.13(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 calendar days and not less than ten calendar days prior to the date of the proposed payment and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the registration books of the Registrar, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Holders in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.13(b).

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(b) Alternatively, the Company may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.13(b) such manner of payment shall be deemed practicable by the Trustee.

Section 2.14 Additional Notes. The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes having terms and conditions set forth in Exhibit A identical to those of the Initial Notes, except that Additional Notes:

(a) may have a different issue price, issue date and, if applicable, date from which the interest shall accrue from the Initial Notes;

(b) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; and

(c) may have terms specified in the Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this Article II and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws).

ARTICLE III

COVENANTS

Section 3.1 Payment of Notes.

(a) The Company shall pay the principal of and interest (including Defaulted Interest) on the Notes in U.S. Dollars on the dates and in the manner provided in the Notes and in this Indenture. Prior to 11:00 a.m. (New York City time) on the Business Day prior to each Interest Payment Date, the Maturity Date or any other date on which principal on the Notes is due and payable in accordance with the terms thereof, the Company shall deposit with the Paying Agent in immediately available funds U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. If the Company or an Affiliate of the Company is acting as Paying Agent, the Company or such Affiliate shall, prior to 11:00 a.m. (New York City time) on each Interest Payment Date, the Maturity Date or such other payment date, segregate and hold in trust U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the Company or an Affiliate of the Company) holds in accordance with this Indenture U.S. Dollars designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. Notwithstanding the foregoing, the Company may elect to make the payments of interest by check mailed to the registered Holders at their registered addresses.

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(b) If a Holder of Notes in an aggregate principal amount of at least U.S.$1,000,000 has given wire transfer instructions to the Company, the Company shall make all principal and interest payments on those Notes in accordance with such instructions.

(c) Notwithstanding anything to the contrary contained in this Indenture, the Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

Section 3.2 Maintenance of Office or Agency.

(a) The Company shall maintain each office or agency required under Section 2.3 where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency.

(b) The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York, The City of Buenos Aires, (Argentina) or, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg, for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

Section 3.3 Corporate Existence. Subject to Article IV, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

Section 3.4 Payment of Taxes. The Company shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges (including stamp or other issuance or transfer taxes) or duties levied or imposed upon the Company or any Restricted Subsidiary or for which it or any of them are otherwise liable, or upon the income, profits or property of the Company or any Restricted Subsidiary, and the Company shall reimburse the Trustee and Holders for any fines, penalties or other fees they are required to pay as a result of the failure by the Company or any Restricted Subsidiary to pay or discharge any of the abovementioned taxes, assessments and government charges; provided, however, that, other than with

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respect to any taxes or duties described herein that would become payable by the Trustee or the Holders in the event the Company or any Restricted Subsidiary fails to pay such taxes or duties, the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company), are being maintained in accordance with Argentine GAAP or where the failure to effect such payment shall not have a material adverse effect upon the financial condition of the Company and its Restricted Subsidiaries, taken as a whole, or on the performance of the Company’s obligations hereunder.

Section 3.5 Further Instruments and Acts. The Company and each Subsidiary Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or as may be required by applicable law to carry out more effectively the purpose of this Indenture.

Section 3.6 Waiver of Stay, Extension or Usury Laws. The Company and each Subsidiary Guarantor covenants (to the fullest extent permitted by applicable law) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or such Subsidiary Guarantor from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture. The Company and each Subsidiary Guarantor hereby expressly waives (to the fullest extent permitted by applicable law) all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 3.7 Change of Control.

(a) Upon the occurrence of a Change of Control, the Company shall provide a Change of Control Notice and, within 45 days from the Change of Control, make an offer to purchase Notes (the “Change of Control Offer”), pursuant to which the Company shall be required, if requested by any Holder, to purchase all or a portion (equal to US$2,000 or integral multiples of U.S.$1,000 in excess thereof) of such Holder’s Notes on the date set forth in the Change of Control Notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest and Additional Amounts, if any, thereon to the purchase date (subject to the right of the holders of record on the relevant Record Date to receive interest and Additional Amounts, if any, on the relevant interest payment date) (the “Change of Control Payment”). No such purchase in part shall reduce the outstanding principal amount at maturity of the Notes held by any Holder to below US$2,000.

(b) On the Change of Control Payment Date, the Company shall, to the extent lawful:

(i) accept for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;

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(ii) deposit with the Paying Agent an amount in U.S. dollars equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

(c) The Paying Agent shall promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes. If only a portion of a Note is purchased pursuant to a Change of Control Offer, the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each applicable Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered; provided that each new Note will be in a principal amount of US$2,000 or an integral multiple of US$1,000 in excess thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

(d) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder in connection with the purchase of Notes in connection with a Change of Control Offer. To the extent that the provisions of any applicable securities laws or regulations or such other applicable law, including Argentine laws or regulations conflict with this Section 3.7, the Company shall comply with the applicable securities laws and regulations and other applicable law and shall not be deemed to have breached its obligations under this Indenture by doing so.

(e) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in compliance with the conditions and requirements of this Indenture that are applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of Control Offer.

(f) The provisions of this Section 3.7 shall be applicable whether or not any other provisions of this Indenture are applicable. The obligation of the Company to make an offer to purchase the Notes as a result of the occurrence of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of Holders of a majority in principal amount of the Notes.

Section 3.8 Limitation on Indebtedness.

(a) Except to the extent provided herein, the Company shall not and shall not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company and any Restricted Subsidiary may Incur Indebtedness if:

(i) on the date of such Incurrence and after giving effect thereto and the application of the proceeds therefrom, the Company’s Total Liabilities to Net Worth Ratio does not exceed 6:1 and the Company’s Indebtedness to Net Worth Ratio does not exceed 4:1, determined on a pro forma basis as if such Indebtedness had been Incurred at the beginning of the applicable four-quarter period;

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(ii) no Event of Default shall have occurred and be continuing at the time of such Incurrence; and

(iii) on the date of such Incurrence and after giving effect thereto and the application of the proceeds therefrom, the Company’s net worth will be in excess of Ps. 300,000,000.

(b) Notwithstanding clause (a) above, the Company or any Restricted Subsidiary may Incur the following Indebtedness without restriction or limitation:

(i) intercompany Indebtedness between or among the Company and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided, however, that any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, on the date of such issuance or transfer that was not permitted by this clause (i);

(ii) Indebtedness:

(1) represented by the Notes (excluding Additional Notes) and any guarantees of the Notes (excluding any Additional Notes);

(2) outstanding on the Closing Date; and

(3) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (b)(ii) or the foregoing clause (a).

(iii) Indebtedness in respect of bankers’ acceptances, deposits, promissory notes, letters of credit, self-insurance obligations, performance, surety, appeal or similar bonds and Guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of its business;

(iv) Hedging Obligations of the Company or any Restricted Subsidiary in the ordinary course of business or directly related to the Notes or other Indebtedness permitted to be Incurred by the Company or any Restricted Subsidiary pursuant to this Indenture for the purpose of fixing or hedging interest rate risk or currency fluctuations, and, in each case, not for speculative purposes;

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(v) Indebtedness of another Person Incurred and outstanding on or prior to the date on which such Person consolidates with or merges with or into the Company or a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Person consolidates with or merges with or into the Company or a Restricted Subsidiary); provided, however, that on the date that such transaction is consummated, the Company (1) would have been able to Incur US$1.00 of additional Indebtedness pursuant to clause (a) above after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this subclause (v) or the Company’s Total Liabilities to Net Worth Ratio and Indebtedness to Net Worth Ratio would be less than the Company’s Total Liabilities to Net Worth Ratio and Indebtedness to Net Worth Ratio, respectively, immediately prior to giving effect thereto; and (2) Refinancing Indebtedness Incurred by the Company or such Restricted Subsidiary or any successor thereof, which successor is in compliance with the covenant described under Section 4.1 below in respect of Indebtedness Incurred pursuant to this clause (v);

(vi) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case Incurred or assumed in connection with the disposition of a business, assets or Capital Stock of a Restricted Subsidiary; provided that, in the case of a disposition, the maximum aggregate liability in respect of such Indebtedness will at no time exceed the gross proceeds actually received by the Company or such Restricted Subsidiary in connection with such disposition;

(vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 30 Business Days of its Incurrence;

(viii) Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed US$20 million; and

(ix) the Guarantees of any Indebtedness permitted to be incurred by another provision of the foregoing provisions of this covenant.

(c) Notwithstanding the foregoing, neither the Company nor any Restricted Subsidiary may Incur any Indebtedness pursuant to clause (b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations, unless 100% of such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations being repaid. Unsecured Indebtedness shall not be deemed subordinated to secured Indebtedness solely by virtue of its being unsecured.

(d) For purposes of determining compliance with this covenant:

(i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, including clause (a) above, the Company, in its sole discretion, may classify, and from time to time may reclassify, such item of Indebtedness in one of the above clauses; and

(ii) the Company shall be entitled to divide and classify, and from time to time may reclassify, an item of Indebtedness in more than one of the types of Indebtedness described above, including clause (a) above.

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Accrual of interest, accrual of dividends, the accretion or amortization of accreted value or original issue discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Disqualified Stock, as the case may be, will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant.

Notwithstanding any other provision of this covenant, neither the Company nor any Restricted Subsidiary shall, with respect to any outstanding Indebtedness Incurred (the amount of which shall be determined at the time originally Incurred), be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates of currencies. In addition, the Company shall not permit any Unrestricted Subsidiary to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this covenant, the Company shall be in Default of this covenant).

For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness (or the calculation of any applicable ratios), the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate determined as the average daily observed currency exchange rates reported by Banco de la Nación Argentina for the trailing 30 calendar day period, including the date of Incurrence, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, in each case by reference to the original date of Incurrence (or commitment). The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated calculated based on the relevant currency exchange rates as calculated in the first sentence of this paragraph.

Section 3.9 Limitation on Restricted Payments.

(a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to:

(i) declare or pay any dividend or make any distribution on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or similar payment to the holders of its Capital Stock except dividends or distributions payable solely in the form of its (or the relevant Subsidiary’s) Capital Stock (other than Disqualified Stock) and except dividends or distributions payable to the Company or any Restricted Subsidiary (and, if such Restricted Subsidiary has shareholders other than the Company or any other Restricted Subsidiary, to its other shareholders on a pro rata basis (based on the ownership percentage of each shareholder));

(ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary (other than a purchase, redemption, retirement or other acquisition for value that would constitute a Permitted Investment);

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(iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than (x) the purchase, repurchase, redemption, defeasance or other acquisition of Subordinated Obligations made in anticipation of satisfying a sinking fund obligation, a principal installment or a final maturity, in each case, due within one year of the date of such purchase, repurchase, redemption, defeasance or other acquisition or (y) any intercompany Indebtedness between or among the Company and any of the Restricted Subsidiaries); or

(iv) make any Investment (other than a Permitted Investment) in any Person;

(the actions described in clauses (i) through (iv) above being herein referred to as “Restricted Payments” and, each, a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1) an Event of Default has occurred and is continuing;

(2) after giving pro forma effect to the Restricted Payment as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, the Company’s Total Liabilities to Net Worth Ratio does not exceed 6:1 and the Company’s Indebtedness to Net Worth Ratio does not exceed 4:1; or

(3) the aggregate amount of such Restricted Payment and all other Restricted Payments, excluding Restricted Payments permitted by sub-clauses (i) through (vii) of clause (b) below, declared or made subsequent to the Closing Date would exceed the sum of, without duplication:

(A) 50% of Consolidated Net Income accrued during the period (treated as one accounting period) from January 1, 2011, to the end of the most recent fiscal quarter for which financial statements are available prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit); plus

(B) 100% of the aggregate Net Cash Proceeds, and the Fair Market Value of any property, received by the Company or a Subsidiary from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Closing Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Restricted Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust); plus

(C) (1) the amount of a Guarantee of the Company or any Restricted Subsidiary upon the unconditional release in full of the Company or such Restricted Subsidiary from such Guarantee if such Guarantee was previously treated as a Restricted Payment; plus

(2) in the event that the Company or any Restricted Subsidiary makes an Investment in a Person that, as a result of or in connection with such Investment, becomes a Restricted Subsidiary, an amount equal to the Company’s or such Restricted Subsidiary’s existing Investment in such Person; and

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provided that any amount added pursuant to clauses (1) and (2) of this clause (C) shall not exceed the amount of such Guarantee or Investment, respectively, previously made and treated as a Restricted Payment and not previously added pursuant to this clause (iii); provided, however, that no amount will be included under this clause (C) to the extent it is already included in determining Consolidated Net Income; plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Closing Date is redesignated as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of the Company’s direct or indirect Investment in such Subsidiary as of the date of such redesignation or (ii) such Fair Market Value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary; plus

(E) 100% of the cash proceeds received from the issuance and sale subsequent to the Closing Date of any Indebtedness of the Company or any Restricted Subsidiary that has been converted into or exchanged for Capital Stock (other than Disqualified Capital Stock) of the Company (and, in the case of Indebtedness of a Restricted Subsidiary, at such time as it was a Restricted Subsidiary); plus

(F) to the extent that any Investment (other than a Permitted Investment) that was made after the date of the Closing Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (1) the cash return of capital with respect to such Investment (less the cost of disposition, if any) and (2) the initial amount of such Investment, to the extent such amount was not otherwise included in determining Consolidated Net Income; plus

(G) 50% of Consolidated Net Income accrued during 2010.

(b) The provisions of clause (a) above will not prohibit:

(i) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Capital Stock or Subordinated Obligations of the Company, or the making of any Investment, made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or other trust established by the Company or any of its Restricted Subsidiaries); provided, however, that (x) such purchase, repurchase, redemption, defeasance, acquisition or retirement, or such Investment, will be excluded in subsequent calculations of the amount of Restricted Payments and (y) the Net Cash Proceeds from such sale of Capital Stock, to the extent such Net Cash Proceeds are used for such purchase, repurchase, redemption, defeasance, acquisition or retirement, or such Investment, will be excluded from clause (a)(iv)(3)(B) of this covenant;

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(ii) the repurchase of Capital Stock deemed to occur upon the exercise of stock options or warrants to the extent such Capital Stock represents a portion of the exercise price of those stock options or warrants;

(iii) any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company that is permitted to be Incurred pursuant to the covenant described under Section 3.8 below; provided, however, that such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value will be excluded from the calculation of the amount of Restricted Payments pursuant to clause (a)(iv)(3) above;

(iv) dividends paid in accordance with applicable law after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided, however, that the payment or declaration, but not both the payment and the declaration, of such dividend will be included in the calculation of the amount of Restricted Payments pursuant to clause (a)(iv)(3) above;

(v) any redemption or retirement of any Capital Stock of the Company held by Fedler S.A. and Dusner S.A. where there is no transfer of assets or value to any Person by the Company or any Restricted Subsidiary in connection with any consolidation of the ownership of the Company by Tarjetas Regionales S.A.;

(vi) the payment of Minimum Legally Required Dividends; provided, however; that such payment shall be included in the calculation of the amount of Restricted Payments pursuant to Clause (3) above, and

(vii) if no Default or Event of Default shall have occurred and be continuing, other Restricted Payments in an aggregate amount not to exceed US$5.0 million since the Closing Date.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred, issued, purchased, repurchased, redeemed, retired, defeased or otherwise acquired by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount. The fair market value of any non-cash Restricted Payment shall be determined by the management of the Company acting in good faith; provided that if such non-cash Restricted Payment or related series of non-cash Restricted Payments involves aggregate consideration in excess of US$5.0 million, as initially determined by the management of the Company in good faith, the Board of Directors of the Company, acting in good faith, shall make a final determination of such fair market value; provided further, that if such Restricted Payment or related series of Restricted Payments involves aggregate consideration in excess of US$25.0 million, as determined by the Board of Directors of the Company pursuant to the foregoing, such final determination of the Board of Directors of the Company shall be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of international standing.

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Notwithstanding any other provision of this covenant, the maximum amount of any Restricted Payment or other Investment by the Company or any Restricted Subsidiary will be determined at the time originally made and shall not be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates or currency values from time to time.

Section 3.10 Limitation on Sale and Lease-Back Transactions.

The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless the Company or such Restricted Subsidiary would be entitled:

(a) pursuant to the provisions of the covenant described under Section 3.8 above to Incur Indebtedness in a principal amount equal to or exceeding the Attributable Debt of such Sale and Lease-Back Transaction; and

(b) pursuant to the provisions of the covenant described under Section 3.13 below to Incur a Lien to secure such Indebtedness.

Section 3.11 Limitation on Sales of Assets.The Company shall not, and shall not permit any Restricted Subsidiary to, make any Asset Disposition unless:

(a) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and/or assets subject to such Asset Disposition; and

(b) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the following will be deemed to be cash for purposes of this clause (b):

(i) the amount of any liabilities (as shown on the Company’s, or such Restricted Subsidiary’s, most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; and

(ii) the amount of any securities received by the Company or such Restricted Subsidiary from such transferee that is converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition; and

(iii) the Fair Market Value of any Capital Stock of a Person engaged in a Related Business that will become, upon purchase, a Restricted Subsidiary or assets (other than current assets as determined in accordance with Argentine GAAP or Capital Stock) to be used by the Company or any Restricted Subsidiary in a Related Business;

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provided, that amounts received pursuant to clauses (i) and (iii) shall not be deemed to constitute Net Cash Proceeds for purposes of making an Asset Sale Offer; and the amounts received pursuant to clause (ii) shall be deemed to constitute Net Cash Proceeds only to the extent of the Net Cash Proceeds actually received by the Company or a Restricted Subsidiary upon the conversion of such securities by the Company or such Restricted Subsidiary.

The Company or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such Asset Disposition within 365 days thereof to:

(1) repay any Senior Indebtedness of the Company (including, through optional or mandatory prepayments, redemptions, buy backs and market purchases, so long as such repaid Indebtedness is immediately extinguished); provided that in connection with any such repayment of Senior Indebtedness the Company has made an offer to purchase Notes on the same terms as those offered in such repayment to the holders of such Senior Indebtedness or on terms that are more favorable to the Holders of the Notes than those offered in such repayment to the holders of such Senior Indebtedness and on a pro rata basis based on the relative outstanding principal amount of the Notes and such other Senior Indebtedness, or

(2) make capital expenditures in a Related Business or Permitted Investments in a Related Business, or

(3) reinvest in or purchase Additional Assets (including by means of an investment in or purchase of Additional Assets by any Restricted Subsidiary with cash in an amount equal to the amount of Net Available Cash or Capital Stock to be used by the Company or any Restricted Subsidiary in a Related Business), or

(4) any combination of (1), (2) or (3) above;

provided, that in the case of clauses (2) and (3) above, a binding commitment will be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such other Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, the Company or such Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied, then such Net Cash Proceeds shall be treated as set forth in the immediately succeeding paragraph.

To the extent that all or a portion of the Net Cash Proceeds of any Asset Disposition are not applied within the 365 days of the Asset Disposition as described in clauses (1) through (4) of the immediately preceding paragraph (or such longer period as permitted hereunder), the Company shall make an offer to purchase notes (the “Asset Sale Offer”), at a purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale

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Offer Amount”). The Company shall purchase pursuant to an Asset Sale Offer from all tendering holders on a pro rata basis, and, at the Company’s option, on a pro rata basis with the holders of any other Senior Indebtedness with similar provisions requiring the Company to offer to purchase the other Senior Indebtedness with the proceeds of Asset Dispositions, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of notes and the other Senior Indebtedness to be purchased equal to such unapplied Net Cash Proceeds. The Company may satisfy its obligations under this covenant with respect to the Net Cash Proceeds of an Asset Disposition by making an Asset Sale Offer prior to the expiration of the periods contemplated below in respect of the relevant 365-day period (or such longer period as contemplated herein).

The purchase of notes pursuant to an Asset Sale Offer will occur not more than 60 business days following the expiration of the relevant period giving rise to the obligation to make such an offer, or any longer period as may be required by law. The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Dispositions equal to or in excess of US$15 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of US$15 million, will be applied as required pursuant to this covenant. Pending application in accordance with this covenant, Net Cash Proceeds may be applied to temporarily reduce revolving credit borrowings or invested in Cash Equivalents.

Each notice of an Asset Sale Offer will be mailed first class, postage prepaid, to the record holders as shown on the register of holders prior to 20 days following such 365th day (or such longer period as contemplated herein), with a copy to the Trustee offering to purchase the notes as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by law (the “Asset Sale Offer Payment Date”). Upon receiving notice of an Asset Sale Offer, holders may elect to tender their notes in whole or in part in amounts of US$2,000 or in integral multiples of US$1,000 in excess thereof in exchange for cash.

On the Asset Sale Offer Payment Date, the Company shall, to the extent lawful:

(A) accept for payment all notes or portions thereof properly tendered pursuant to the Asset Sale Offer;

(B) deposit with the Paying Agent funds in an amount equal to the Asset Sale Offer Amount in respect of all notes or portions thereof so tendered; and

(C) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Company.

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To the extent holders of notes and holders of other Senior Indebtedness, if any, which are the subject of an Asset Sale Offer properly tender and do not withdraw notes or the other Senior Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company shall, as nearly as may be practicable, purchase the notes and the other Senior Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a note is purchased pursuant to an Asset Sale Offer, a new note in a principal amount equal to the portion thereof not purchased will be issued in the name of the holder thereof upon cancellation of the original note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate). Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued.

The Company shall comply with the requirements of Rule 14c-1 under the Exchange Act and any other applicable securities laws and other applicable laws in connection with the purchase of notes pursuant to an Asset Sale offer. To the extent that the provisions of any applicable securities laws or regulations or any other applicable law, including Argentine laws and regulations, conflict with the “Asset Sale” provisions of this Indenture, the Company shall comply with these laws and regulations and will not be deemed to have breached its obligations under the “Asset Sale” provisions of this Indenture by doing so.

Following the application of such Asset Sale Offer pursuant to the above, the amount of Net Available Cash shall be reset at zero and the Company shall be entitled to use any remaining proceeds for any corporate purposes to the extent not prohibited under this Indenture.

Section 3.12 Limitation on Guarantees and Indebtedness of Restricted Subsidiaries.

The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any Indebtedness of the Company or any other Restricted Subsidiary or otherwise incur any Indebtedness having an aggregate principal amount for all non-guarantor Restricted Subsidiaries in excess of US$10.0 million (or equivalent in other currencies) at any one time outstanding unless, in any such case:

(a) such Restricted Subsidiary executes and delivers to the Trustee, together with an Opinion of Counsel, a supplemental indenture to this Indenture and a Subsidiary Guarantee to be annexed to the Notes substantially in the form of, Exhibit E and Exhibit F, respectively; and

(b) if such Guarantee is provided or other Indebtedness is Incurred with respect to Senior Indebtedness, the Subsidiary Guarantee will be pari passu with such Guarantee or other Indebtedness, as the case may be; and if such Guarantee is provided or other Indebtedness is Incurred with respect to a Subordinated obligation, the Subsidiary Guarantee will be senior to such Guarantee or other Indebtedness, as the case may be.

The obligations of each Restricted Subsidiary in respect of its Subsidiary Guarantee will be limited to the maximum amount as will result in the obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law.

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Each Restricted Subsidiary will be released and relieved of its obligations under its Subsidiary Guarantee in the event that:

(i) there is a sale or other disposition of such Restricted Subsidiary (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets), following which such Restricted Subsidiary is no longer a direct or indirect Subsidiary of the Company;

(ii) such Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with the terms of this Indenture;

(iii) there is a Legal Defeasance of the Notes or upon satisfaction and discharge of this Indenture; or

(iv) the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above.

provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of this Indenture.

Section 3.13 Limitation on Liens.

The Company shall not, and shall not cause or permit any Restricted Subsidiary to issue, assume or Guarantee any Indebtedness secured by a Lien (the “Initial Lien”) upon any property or assets of the Company or any Restricted Subsidiary without effectively providing that the Notes and any Subsidiary Guarantees, as applicable (together with, if the Company so determines, any other Indebtedness or obligation then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Indebtedness so long as such Indebtedness shall be so secured (provided, however, that any Lien created for the benefit of the holders of the Notes (and, if applicable, holders of such other Indebtedness or obligation) pursuant to the foregoing shall provide by its terms that such Lien will be automatically and unconditionally released and discharged upon release and discharge of the Initial Lien), except that the foregoing provisions shall not apply to (without duplication):

(a) Liens which secure only Indebtedness owing by any Restricted Subsidiary to the Company and/or by the Company to one or more Restricted Subsidiaries, if any;

(b) Liens arising in the ordinary course of business which do not secure Indebtedness and which are not overdue for a period of more than 30 days or which, if they are overdue for a period of more than 30 days, are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

(c) Liens on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or any Liens on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary and, in either such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that any such Lien created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this clause; provided further that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

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(d) any Lien on any property or assets existing at the time of acquisition thereof and which is not created as a result of or in connection with or in anticipation of such acquisition; provided that any such Lien created to secure or provide for the payment of any part of the purchase price of such property or assets shall not be permitted by this clause; provided further that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(e) any Lien on the Capital Stock of an Unrestricted Subsidiary;

(f) Liens for taxes, assessments, governmental charges, levies or claims which are not yet due or thereafter can be paid without penalty or are being contested in good faith by appropriate proceedings or the period within which such proceedings may be initiated has not expired;

(g) pledges or deposits in connection with worker’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or good faith deposits, letters of credit and bid performance, surety, appeal or similar bonds in connection with bids, tenders, contracts (other than for payment of Indebtedness) or leases to which the Company or any Restricted Subsidiary is a party, or deposits for the payment of rent, in each case incurred in the ordinary course of business;

(h) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, laborers’, employees’, suppliers’ and landlord’s Liens and other similar Liens, on the property or assets of the Company or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not yet delinquent or that are being contested in good faith by negotiations or appropriate proceedings;

(i) Liens on the property or assets of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case, which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or assets in the operation of the business of the Company and the Restricted Subsidiaries, if any, taken as a whole;

(j) leases or subleases granted to others, easements, rights of way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the business of the Company or any Subsidiary thereof, as applicable;

(k) Liens arising solely by virtue of any statutory or legal provision relating to bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that such deposit account is not a dedicated cash collateral account and is not intended by the Company or any Restricted Subsidiary to provide collateral to such depository institution;

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(l) Liens (i) arising by reason of any judgment, decree or order of any court or (ii) arising from any embargo preventivo or any other interlocutory or temporary attachment order or measure in connection with an action or proceeding during the pendency of such action or proceeding, so long as such Lien is being contested in good faith and any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

(m) (i) Liens in existence on the Closing Date and any renewals, extensions or replacements thereof, so long as (A) such renewal, extension or replacement Lien does not extend to any property other than that originally subject to the Liens being renewed or extended and (B) the principal amount of the Indebtedness secured by such Lien is not increased;

(n) Liens on assets securing Attributable Debt under any Sale and Leaseback Transaction permitted to be incurred or assumed pursuant to such covenant, provided that any such Lien does not encumber any property other than the assets that are the subject of any such transaction;

(o) Liens securing Hedging Obligations permitted to be incurred under the covenant described under Section 3.8 above;

(p) Liens on property that secure Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property and which attach no later than 90 days after the date of such purchase or the completion of construction or improvement; provided, that no such Lien shall extend to or cover any physical assets or equipment other than the physical assets or equipment being acquired, constructed or improved;

(q) Liens to secure any Refinancing Indebtedness which is incurred to refinance any Indebtedness which has been secured by a Lien permitted under this covenant; provided, that such new Lien(s) are not materially more favorable to the lienholders with respect to such Liens than the Liens in respect of the Indebtedness being refinanced, and do not extend to property or assets other than property or assets securing the Indebtedness refinanced by such Refinancing Indebtedness;

(r) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the clauses (a) through (q) above or of any Indebtedness secured thereby; provided that the principal amount of Indebtedness so secured shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement (plus premiums, interest and reasonable expenses incurred in connection therewith), and that such extension, renewal or replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (plus improvements on or additions to such property); and

(s) Liens arising under any Permitted Receivables Financing.

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Notwithstanding the foregoing provisions of this covenant, the Company and one or more Restricted Subsidiaries, if any, may issue, assume or Guarantee Indebtedness secured by Liens which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Indebtedness of the Company and the Restricted Subsidiaries, if any, which would otherwise be subject to the foregoing restriction (not including Indebtedness permitted to be secured under clauses (a) through (s) above) in existence at such time, does not at the time of issuance, assumption, or Guarantee thereof exceed (x) 5% of Total Assets, so long as such indebtedness secured by Liens matures less than 365 days from the date of attachment of such Liens plus (y) 10% of Total Assets.

Liens or deposits required by any contract or statute or other regulatory requirements in order to permit the Company or a Restricted Subsidiary to perform any contract or subcontract made by it with or at the request of a governmental entity or any department, agency or instrumentality thereof, or to secure partial progress, advance or any other payments to the Company or any Restricted Subsidiary by a governmental entity or any department, agency or instrumentality thereof pursuant to the provisions of any contract or statute shall not be deemed to create Indebtedness secured by Liens.

Section 3.14 Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

(a) the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that reasonably would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate or, if such transaction is not one that by its nature could reasonably be obtained from a Person that is not an Affiliate, is on fair and reasonable terms and was negotiated in good faith; and

(b) the Company delivers to the Trustee:

(i) with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$1 million, a resolution of the Board of Directors, set forth in an Officers’ Certificate, stating that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the Board of Directors; and

(ii) with respect of any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$25 million, an opinion as to the fairness to the Company or the relevant Restricted Subsidiary, taken as a whole, of such Affiliate Transaction from a financial point of view issued by an investment banking firm of international standing; provided that no opinion as to the fairness to the Company will be required for any lease entered into by the Company with Banco de Galicia y Buenos Aires S.A. with respect to new branches of the Company to be constructed following the date hereof, so long as a resolution of the Board of Directors, set forth in an Officers’ Certificate, is delivered in connection with such lease, stating that such lease complies with this covenant and that such lease has been approved by a majority of the Board of Directors.

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The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1) transactions between or among the Company and any of its Restricted Subsidiaries or between two or more Restricted Subsidiaries;

(2) any payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary;

(3) the payment of compensation (including amounts paid pursuant to employee benefit plans), indemnification, reimbursement or advancement of out-of-pocket expenses and provisions of liability insurance to officers, directors and employees of the Company or any Restricted Subsidiary, so long as the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;

(4) any issuance of equity securities, or other payments, awards or grants in cash, equity securities or otherwise, pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company or any Restricted Subsidiary, as the case may be;

(5) Restricted Payments that are permitted by the provisions of the covenant described under the covenant described under Section 3.9 above;

(6) sales of Capital Stock (other than Disqualified Stock) of the Company to Affiliates of the Company;

(7) any transaction of the Company or any Restricted Subsidiary with a Person that is not an Affiliate and that is merged with or into the Company, any Restricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary, any transaction of the Company or any Restricted Subsidiary with a Person that is not an Affiliate existing at the time such Person becomes a Subsidiary of the Company, any Restricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary and, in any such case, such transaction is not entered into as a result of or in connection with or in anticipation of such merger or such Person becoming a Subsidiary of the Company, any Restricted Subsidiary or any Affiliate of the Company or any Restricted Subsidiary;

(8) the performance by the Company or its Restricted Subsidiaries of its obligations under the terms of any agreement or instrument in effect on the Closing Date (including any renewal, extension or replacement of such agreements or instruments, so long as such renewal, extension or replacement is not materially less favorable to the Company or the relevant Restricted Subsidiary);

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(9) leases entered into with Banco de Galicia y Buenos Aires S.A. with respect to the new headquarters of the Company, to be constructed and located in Cordoba, Argentina;

(10) ordinary course transactions undertaken by the Company or its Restricted Subsidiaries with an Affiliate thereof that are consistent with the Company’s or the applicable Restricted Subsidiary’s prior practice and that are comprised of the extension of loans to customers of the Company or any of its Restricted Subsidiaries, the consummation and maintenance of Permitted Investments, the maintenance of bank accounts, the sourcing of insurance contracts for the clients of the Company, the sourcing, issuance, and maintenance of credit cards, the execution of hedging arrangements in respect of foreign currency or interest rate protection or any reasonable renewals, extensions or replacements of any of the foregoing; provided that such transactions as a whole are not materially less favorable to the Company or the relevant Restricted Subsidiary, taken as a whole, than those that reasonably would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate or, if such transaction is not one that by its nature could reasonably be obtained from a Person that is not an Affiliate, is on fair and reasonable terms and was negotiated in good faith; and provided further, that the Company delivers to the Trustee a resolution of the Board of Directors, set forth in an Officers’ Certificate, stating that such transactions taken pursuant to this clause (10) comply with the terms hereof annually with the delivery of its audited financial statements pursuant to this Indenture; and

(11) sales of Accounts Receivable, or participations therein, or any related transaction, in connection with any Permitted Receivables Financing.

Section 3.15 Conduct of Business. The Company and its Restricted Subsidiaries will not engage in any business other than a Related Business.

Section 3.16 Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits;

(b) pay any Indebtedness owed to the Company or any Restricted Subsidiary;

(c) make loans or advances to the Company or any Restricted Subsidiary; or

(d) transfer any of its properties or assets to the Company or any Restricted Subsidiary.

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However, the preceding restrictions shall not apply to encumbrances or restrictions:

(i) existing under this Indenture or in respect of the Notes;

(ii) existing under or by reason of applicable law or governmental rule, regulation or order;

(iii) on any property or assets acquired from a Person which is merged with or into the Company or any Restricted Subsidiary, or by reason of any Liens on the property or assets, or relating to the Indebtedness, of any Person or other entity existing at the time such Person or other entity becomes a Restricted Subsidiary, or restriction relating to Indebtedness of any such Person and, in any such case, is not created as a result of or in connection with or in anticipation of any such transaction; provided that any such Lien created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this covenant; provided further, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(iv) on any property or assets existing at the time of acquisition thereof and which are not created as a result of or in connection with or in anticipation of such acquisition; provided that any such encumbrance or restriction created to secure or provide for the payment of any part of the purchase price of such Person shall not be permitted by this covenant; provided further, that such encumbrances and restrictions may not extend to any other property owned by the Company or any Restricted Subsidiary;

(v) the terms of any Indebtedness outstanding on the Closing Date, and any amendment, modification, restatement, renewal, restructuring, replacement or refinancing thereof; provided, that any amendment, modification, restatement, renewal, restructuring, replacement or refinancing is not materially more restrictive, taken as a whole, with respect to such encumbrances or restrictions than those in existence on the Closing Date;

(vi) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary, or any customary restriction on the ability of a Restricted Subsidiary to dividend, distribute or otherwise transfer any asset which secures Indebtedness secured by a Lien, in each case permitted to be Incurred under this Indenture;

(vii) in the case of clause (d) above:

(1) that exist by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture;

(2) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any such lease, license or other contract or contractual right;

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(3) contained in mortgages, pledges or other security agreements permitted under this Indenture securing Indebtedness of the Company or a Restricted Subsidiary to the extent such encumbrances or restrictions restrict the transfer of the property subject to such mortgages, pledges or other security agreements; or

(4) imposed by Purchase Money Obligations for property acquired in the ordinary course of business or by Capitalized Lease Obligations permitted under this Indenture on the property so acquired, but only to the extent that such encumbrances or restrictions restrict the transfer of the property.

(viii) by reason of Liens that secure Indebtedness otherwise permitted to be incurred under the provisions of the covenant described under the covenant described under Section 3.13 above and that limit the right of the debtor to dispose of the assets subject to such Liens;

(ix) imposed with respect of a Restricted Subsidiary pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

(x) resulting from restrictions on cash or other deposits or other customary requirements imposed by customers or suppliers under contracts entered into in the ordinary course of business;

(xi) under an agreement effecting a Refinancing or a renewal, extension or replacement of Indebtedness otherwise permitted by this Indenture and Incurred pursuant to an agreement referred to in clause (iii) or (iv) above or this clause (xi) or contained in any amendment to an agreement referred to in clause (iii) or (iv) above or this clause (xi); provided, however, that the restrictions with respect to such Restricted Subsidiary contained in any such Refinancing or other agreement or amendment shall be no less favorable, taken as a whole, to the holders of the Notes than the restrictions with respect to such Restricted Subsidiary contained in the agreement being Refinanced or amended or renewed, extended or replaced;

(xii) Indebtedness permitted to be incurred subsequent to the Closing Date pursuant to the provisions of the covenant described under Section 3.8;

(xiii) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture; and

(xiv) resulting from customary restrictions pursuant to any Permitted Receivables Financing.

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Section 3.17 Reports to Holders.

(a) So long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company shall, during any such period that the Company is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or becomes exempt from such reporting requirements pursuant to, and in compliance with, Rule 12g3-2(b) under the Exchange Act, furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) The Company shall furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes upon their request):

(i) within 90 days after the end of the first, second and third quarters of the Company’s fiscal year (commencing with the quarter ending March 31, 2011), quarterly unaudited financial statements (consolidated) prepared in accordance with Argentine GAAP and/or IFRS, as applicable, of the Company for such period; and

(ii) within 120 days after the end of the fiscal year of the Company commencing with the fiscal year ended December 31, 2010, annual audited financial statements (consolidated) prepared in accordance with Argentine GAAP and/or IFRS, as applicable, of the Company for such fiscal year and a report on such annual financial statements by the Auditors.

Each such annual report will be accompanied by an Officers’ Certificate to the effect that (A) the financial statements contained in such report fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the date of such financial statements and the results of their operations for the period covered thereby; and (B) such financial statements have been prepared in accordance with Agentine GAAP and/or IFRS, as applicable.

(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.18 Listing and Trading.

(a) In the event that the Notes are listed on (i) the Luxembourg Stock Exchange for trading on the Euro MTF Market and (ii) the BASE and admitted to trading on the MAE, the Company shall use its commercially reasonable efforts to maintain such listings and authorizations; provided that if, as a result of the European Union regulated market amended Directive 2001/34/EC (the “Transparency Directive”) or any legislation implementing the Transparency Directive or other directives or legislation, the Company could be required to publish financial information either more regularly than it otherwise would be required to or according to accounting principles which are materially different from the accounting principles which the Company would otherwise use to prepare its published financial information, the Company, with the prior consent of the Holders, may delist the Notes from the Luxembourg Stock Exchange in accordance with the rules of such Exchange and seek an alternative (to the extent commercially reasonable) admission to listing, trading and/or quotation for the Notes on a different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation system inside or outside the European Union as the Board of Directors of the Company may decide.

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(b) From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and so long as it is required by the rules of such Exchange, all notices to the Holders shall be published in English in accordance with Section 10.1(b).

Section 3.19 Additional Amounts. All payments by the Company and Subsidiary Guarantor of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Argentina or by or within any political subdivision thereof or any authority therein or thereof having power to tax or by any jurisdiction from or through which payments are made on the Notes (“Taxes”), unless such withholding or deduction is required or compelled by law. In the event of any such withholding or deduction, the Company and any Subsidiary Guarantor shall pay to holders of the Notes in U.S. dollars such additional amounts (“Additional Amounts”) as will result in the payment to such holder of the U.S. dollar amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable:

(a) in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection, including a permanent establishment, between the holder or beneficial owner of the Note or any payment in respect of such Note (or, if the holder or beneficial owner is an estate, nominee, trust, partnership or corporation, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the holder or beneficial owner), other than the mere receipt of such payment or the mere acquisition, holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder;

(b) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment (where presentation is required) within 30 days after the Relevant Date (as defined below) except to the extent that the holder or beneficial owner thereof would have been entitled to such Additional Amounts if it had presented such Note for payment the last day of such 30-day period;

(c) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the holder, the beneficial owner of the Note or the Trustee to (i) make a declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or any reasonable connection with Argentina, including without limitation, pursuant to any applicable law, statute, treaty or regulation of Argentina or written administrative instruction of the AFIP;

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(d) if the Company or any Subsidiary Guarantor is required or compelled by law to make any withholding or deduction for or on account of, or is obligated to act as “substitute obligor” for, the Personal Assets Tax under Argentine tax law (Section 26 Law 25,721, as amended);

(e) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

(f) in respect of any Taxes payable other than by withholding or deduction;

(g) in respect of any payment to a holder of a Note that is a trustee or other fiduciary, a partnership (including an entity treated as a partnership for tax purposes) or a limited liability company or any other Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such trustee or fiduciary, a partner or member of such partnership or limited liability company or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, partner member or beneficial owner been the actual holder of such Note;

(h) in respect of any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of savings income (the “Directive”) implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting on November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive;

(i) in respect of any taxes imposed in connection with a Note presented for payment by or on behalf of a holder thereof who would have been able to avoid such tax by presenting the relevant Note to another paying agent in a member state of the European Union if the holder of the Note is a resident of the European Union for tax purposes;

(j) in respect of any income taxes imposed in connection with Title VI of Law No. 20,628 (the “Argentine Income Tax Law”), excluding those entities subject to Law No. 21,526 governing Financial Institutions (the “Financial Institutions Law”); or

(k) in respect of any combination of (a) through (j) above.

“Relevant Date” means, with respect to any payment due from the Company, whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the holders of the Notes in accordance with this Indenture.

All references to principal and interest in respect of the Notes shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Notes.

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At least ten Business Days prior to the first Interest Payment Date (and at least ten Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Company and any Subsidiary Guarantor shall furnish to the Trustee and the Paying Agent an Officers’ Certificate instructing the Trustee and such Paying Agent whether payments of principal of or interest on the Notes due on such interest payment date shall be without deduction or withholding for or on account of any Local Taxes. If any such deduction or withholding shall be required, prior to such interest payment date, the Company and Subsidiary Guarantor shall furnish the Trustee and such Paying Agent with an Officers’ Certificate which specifies the amount, if any, required to be withheld or deducted on such payment to holders of the Notes and certifies that the Company shall pay such withholding or deduction. Any Officers’ Certificate required by this Indenture to be provided to the Trustee and the Paying Agent for these purposes shall be deemed to be duly provided if telecopied to the Trustee and the Paying Agent.

The Company and any Subsidiary Guarantor shall furnish to the Trustee the official receipts (or a certified copy of the official receipts), if issued, evidencing payment of Taxes. Copies of such receipts shall be made available to holders of the Notes upon request.

The Company and any Subsidiary Guarantor shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Argentina and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Section 3.20 Use of Proceeds. The Company shall use the proceeds of the sale of the Notes as set forth under the caption “Use of Proceeds” in the Pricing Supplement and Offering Memorandum.

Section 3.21 Compliance Certificates.

(a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company beginning on December 31, 2010 an Officers’ Certificate signed by any two of its principal executive officer, its principal financial officer and its principal accounting officer stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

(b) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Company’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Indenture; provided, however, that nothing herein shall relieve the Trustee of any obligations to monitor the Company’s timely delivery of the reports and certificates described in Section 3.16.

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Section 3.22 Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries. The Company shall not, and shall not permit any Restricted Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting Stock of any Restricted Subsidiary or to issue any Voting Stock of any Restricted Subsidiary (other than, if necessary, shares of its Voting Stock constituting directors’ qualifying shares) to any Person except:

(a) to the Company or to a Restricted Subsidiary; or

(b) in compliance with the covenant described under Section 3.11 above and immediately after giving effect to such transfer, conveyance, sale, lease, other disposal or issuance, such Restricted Subsidiary either continues to be a Restricted Subsidiary or if such Restricted Subsidiary would no longer be a Restricted Subsidiary, then the Investment of the Company in such Person (after giving effect to such transfer, conveyance, sale, lease, other disposal or issuance) would have been permitted to be made under the covenant described under Section 3.9 above as if made on the date of such transfer, conveyance, sale, lease, other disposal or issuance.

ARTICLE IV

LIMITATION ON MERGER, CONSOLIDATION AND SALE OF ASSETS

Section 4.1 Consolidation, Merger, Conveyance, Sale or Lease. Nothing contained in this Indenture prevents the Company from consolidating with or merging into another Person or conveying, transferring or leasing the Company’s properties and assets substantially as an entirety to any Person; provided that,

(a) either the Company is the surviving entity or the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the Company’s properties and assets substantially as an entirety is a Person (the “Successor Company”) organized and existing under the laws of Argentina or the United States, any State thereof or the District of Columbia, or under the laws of any country that is a member of the OECD and expressly assumes, by an indenture supplemental to this Indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing;

(c) immediately after giving pro forma effect to such transaction, (i) the Successor Company could Incur at least an additional US$1.00 of Indebtedness under clause (a) of the covenant described under Section 3.8 above or the Successor Company’s Total Liabilities to Net Worth Ratio and Indebtedness to Net Worth Ratio would be less than the Company’s Total Liabilities to Net Worth Ratio and Indebtedness to Net Worth Ratio, respectively, immediately prior to giving effect thereto;

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(d) the Company or the Successor Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Indenture and that all conditions precedent herein relating to such transaction have been complied with;

(e) the Company or the Successor Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such transaction and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred; and

(f) any Subsidiary Guarantor (including Persons that are required to provide Subsidiary Guarantees as a result of the transaction) has confirmed by supplemental indenture that its Subsidiary Guarantee shall apply for the Obligations of the Successor Company in respect of this Indenture and the Notes.

The Successor Company will succeed to, and be substituted for, the Company under the Program and this Indenture, and thereupon the Company shall automatically be released and discharged from its obligations under the Program and this Indenture and the Notes.

The provisions of clause (a) above will not apply to:

(1) any transfer of the properties or assets of one or more Restricted Subsidiaries to the Company or to one or more Restricted Subsidiaries or any other person that, upon consummation of such transfer, will become a Restricted Subsidiary;

(2) any merger of a Restricted Subsidiary into the Company; or

(3) any merger of the Company into a Wholly-Owned Subsidiary of the Company created for the purpose of holding the Capital Stock of the Company, so long as clauses (a) and (b) above are satisfied,

so long as, in each case, the Indebtedness of the Company and its Restricted Subsidiaries taken as a whole is not increased thereby.

ARTICLE V

REDEMPTION AND REPURCHASES OF NOTES

Section 5.1 Redemption. The Company may or shall redeem the Notes, as a whole or from time to time in part, subject to the conditions and at the redemption prices specified in the form of Notes in Exhibit A.

Section 5.2 Election to Redeem. In the case of an optional redemption, the Company shall evidence its election to redeem any Notes pursuant to Section 5.1 by a Board Resolution. The Company shall deliver to the Trustee an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Company, to the effect that all governmental approvals necessary for the Company to effect such redemption have been or at the time of redemption will be obtained and be in full force and effect and that the Company is entitled to effect such a redemption pursuant to this Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

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Section 5.3 Notice of Redemption.

(a) The Company shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 10.1, not less than 30 nor more than 90 days prior to the Redemption Date by first-class mail, postage prepaid, to each Holder of Notes to be redeemed at its registered address. If the Company itself gives the notice, it shall also deliver a copy to the Trustee. Notice shall also be provided to the CNV.

(b) If either (i) the Company is not redeeming all Outstanding Notes, or (ii) the Company elects to have the Trustee give notice of redemption, then the Company shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officers’ Certificate requesting that the Trustee request that DTC (in the case of Global Notes) or the Trustee (in the case of Certificated Notes) select the Notes to be redeemed pro rata and/or give notice of redemption and setting forth the information required by Section 5.3(c) (with the exception of the identification of the particular Notes, or portions of the particular Notes, to be redeemed in the case of a partial redemption). If the Company elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Company and at the Company’s expense.

(c) All notices of redemption shall state:

(i) the Redemption Date;

(ii) the redemption price and the amount of any accrued interest payable as provided in Section 5.6;

(iii) whether or not the Company is redeeming all Outstanding Notes;

(iv) if the Company is not redeeming all Outstanding Notes, the aggregate principal amount of Notes that the Company is redeeming and the aggregate principal amount of Notes that shall be Outstanding after the partial redemption, as well as the identification of the particular Notes, or portions of the particular Notes, that the Company is redeeming;

(v) if the Company is redeeming only part of a Note, the notice that relates to that Note shall state that on and after the Redemption Date, upon surrender of that Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount of the Note remaining unredeemed;

(vi) if the Company is redeeming only part of a Note, the notice that relates to that Note shall state the portion of the principal amount thereof to be redeemed;

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(vii) that on the Redemption Date the redemption price and any accrued interest payable to the Redemption Date as provided in Section 5.6 shall become due and payable in respect of each Note, or the portion of each Note, to be redeemed, and, unless the Company defaults in making the redemption payment, that interest on each Note, or the portion of each Note, to be redeemed, shall cease to accrue on and after the Redemption Date;

(viii) the place or places where a Holder must surrender the Holder’s Notes for payment of the redemption price; and

(ix) the CUSIP or ISIN number, if any, listed in the notice or printed on the Notes, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number.

(d) For as long as the Notes are listed on the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Company shall cause notices of redemption to be published as provided under Section 10.1 of this Indenture and, once in each year in which there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered.

Section 5.4 Selection of Notes to Be Redeemed in Part.

(a) If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected pro rata as near as possible by DTC in the case of Notes represented by a Global Note or by the Trustee pro rata as near as possible. The Trustee shall make the selection from the Outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. In the event of a partial redemption by lot, the Trustee shall select the particular Notes to be redeemed not less than 30 nor more than 90 days prior to the relevant Redemption Date from the Outstanding Notes not previously called for redemption. The Company may redeem Notes in denominations of U.S.$2,000 only in whole. The Trustee may select for redemption portions (equal to U.S.$2,000 or any integral multiple of U.S.$1,000 in excess thereof).

(b) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of that Note which has been or is to be redeemed.

Section 5.5 Deposit of Redemption Price. Prior to 11:00 a.m. New York City time on the Business Day prior to the relevant Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 2.4) an amount of money in immediately available funds sufficient to pay the redemption price of, and accrued interest on, all the Notes that the Company is redeeming on that date.

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Section 5.6 Notes Payable on Redemption Date. If the Company, or the Trustee on behalf of the Company, gives notice of redemption in accordance with this Article V, the Notes, or the portions of Notes, called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to the Redemption Date), and from and after the Redemption Date (unless the Company shall default in the payment of the redemption price and accrued interest) the Notes or the portions of Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with the notice, the Company shall pay the Notes at the redemption price, together with accrued interest, if any, to the Redemption Date. If the Company shall fail to pay any Note called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

Section 5.7 Unredeemed Portions of Partially Redeemed Note. Upon surrender of a Note that is to be redeemed in part, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of the Note at the expense of the Company, a new Note or Notes, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the Note surrendered; provided that each new Note shall be in a principal amount of U.S.$2,000 or integral multiples of U.S.$1,000 in excess thereof.

Section 5.8 Repurchases; Notes held by the Company and/or Affiliates. The Company may at any time, and from time to time, repurchase the Notes on the open market or in any other manner, at any price, and may resell or otherwise dispose of such Notes at any time. Any Notes so repurchased by the Company may be cancelled and/or presented to the Trustee for cancellation, as applicable.

Section 5.9 Application of Redemption Payments. Redemptions of the Notes pursuant to this Article V shall be applied pro rata to the Outstanding Notes being redeemed.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1 Events of Default. Each of the following is an “Event of Default” with respect to the Notes:

(a) default for 30 days in payment of any interest or Additional Amounts on the Notes when the same becomes due and payable;

(b) default in payment of principal of or premium, if any, on the Notes when the same becomes due and payable, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise; and if the Company or any Subsidiary Guarantor is unable to make any such payment of principal of or premium, if any, on the Notes as a result of a material disruption in payment services in the United States or Argentina or a banking moratorium in the United States or Argentina, such failure continues for a period of five days;

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(c) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions described under Section 4.1;

(d) failure by the Company to perform or observe any covenant or obligation with respect to the Notes, and such failure continues for 45 days, or, solely with respect to the provisions described under Section 3.8 or with respect to the Company’s obligation to provide the Trustee with copies of its quarterly and annual financial statements provided to the CNV, 15 days, after the Company has received written notice specifying such default and demanding that it be remedied;

(e) failure by the Company or any of its Restricted Subsidiaries to pay one or more final judgments against any of them, aggregating US$5.0 million or more, which judgment(s) are not paid, discharged or stayed for a period of 60 days or more;

(f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Company or any Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or Guarantee now exists, or is created after the Closing Date, if that default:

(i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness within any applicable grace period (a “Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates US$5.0 million or more;

(g) the occurrence of a Bankruptcy Law Event of Default; and

(h) except as permitted herein, any Subsidiary Guarantee is held to be unenforceable or invalid in a judicial proceeding or ceases for any reason to be in full force and effect or any Restricted Subsidiary denies or disaffirms its obligations under its Subsidiary Guarantee.

The Company shall deliver to the Trustee, within ten business days after a Responsible Officer of the Company obtains actual knowledge thereof, written notice of any Default or Event of Default that has occurred and is still continuing, its status and what action the Company is taking or proposing to take in respect thereof. The Trustee may withhold notice to the holders of the Notes of any Default or Event of Default (except for an Event of Default specified in clauses (a) and (b) above) if the Trustee in good faith determines that it is in the interest of the holders of the Notes to do so.

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Section 6.2 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(g)) hereof occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes may declare the principal amount of (and all interest accrued thereon until the date of payment) all the Notes to be due and payable immediately. If an Event of Default specified in Section 6.1(g) hereof in respect of the Company shall have occurred, the principal amount of (and all interest accrued thereon until the date of payment) all the Notes shall be immediately due and payable without notice or any other act on the part of the Trustee or any Holder. Except in the case of nonpayment of principal (or premium, if any) or interest or Additional Amounts, if any, on the Notes that has become due solely because of acceleration, the Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.3 Other Remedies.

(a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to enforce the performance of any provision of the Notes or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.4 Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Notes by notice to the Trustee may waive an existing Default or Event of Default and its consequences except (a) a Default in the payment of the principal of (or premium, if any), or interest, if any, or Additional Amounts, if any, on any Note or (b) a Default in respect of a provision hereof that under Article IX hereof cannot be amended without the consent of the Holder of each Outstanding Note.

Section 6.5 Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity to its satisfaction.

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Section 6.6 Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;

(2) the Holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Notes,

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Without prejudice to the abovementioned in this Section 6.6, each individual Holder shall have the right to initiate an action against the Company for the payment of any principal and/or interest past due on any Note, as the case may be as established by Article 29 of the Negotiable Obligations Law, such right will not be subject to any limitation.

Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, premium, if any, and Additional Amounts, if any, on such Note and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 6.8 Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with applicable interest on any overdue principal and, to the extent lawful, interest on overdue interest) and the amounts provided for in Section 7.7. Subject to all provisions hereof and applicable law, the Holders of a majority in aggregate principal amount of the then Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

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Section 6.9 Trustee May File Proofs of Claim, etc.

(a) In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under applicable law in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee may (irrespective of whether the principal of the Notes is then due):

(i) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders under this Indenture and the Notes allowed in any bankruptcy, insolvency, liquidation or other judicial proceedings relative to the Company or any Subsidiary of the Company or their respective creditors or properties; and

(ii) collect and receive any moneys or other property payable or deliverable in respect of any such claims and distribute them in accordance with this Indenture.

Any receiver, trustee, liquidator, sequestrator (or other similar official) in any such proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due to the Trustee pursuant to Section 7.7.

(b) Nothing in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities. If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to the Agents for amounts due under Section 1.3 and the Trustee’s Representative in Argentina for amounts due under Section 7.11;

THIRD: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

FOURTH: to the Company or, to the extent the Trustee collects any amount pursuant to any Subsidiary Guarantee from any Subsidiary Guarantor, to such Subsidiary Guarantor.

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The Trustee may, upon notice to the Company, fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs. All parties agree, and each Holder by its acceptance of its Notes shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of Outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.1 Duties of Trustee.

(a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of a Default or an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions, which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (it being understood that the Trustee need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 7.1(c) does not limit the effect of Section 7.1(b);

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(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, Section 6.5 or Section 6.8 or any other provision of this Indenture.

(d) The Trustee shall not be liable for interest on, or to invest, any money received by it except as the Trustee may agree in writing with the Company.

(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f) No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article VII.

(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company.

(i) Notwithstanding any provision contained herein to the contrary, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.2 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document, instrument, opinion, direction, order, notice or request reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in such document, instrument, opinion, direction, order, notice or request.

(b) Before the Trustee acts or refrains from acting at the direction of the Company, it may require an Officers’ Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate, advice of counsel and/or Opinion of Counsel.

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(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon notice to the Company, to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(f) The Trustee shall not be deemed to have notice of any Default or Event of Default (other than payment default under Section 6.1(a)(i) or Section 6.1(a)(ii) unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(g).

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person or agent employed to act hereunder.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

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(j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(k) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances).

(l) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture.

(m) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

(n) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.

(o) To help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any of its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Transfer Agent or other Agent hereunder may do the same with like rights. However, the Trustee must comply with Section 7.10.

Section 7.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any offering material or other document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder.

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Section 7.5 Notice of Defaults. If a Default occurs hereunder with respect to the Notes, the Trustee shall promptly give the Holders of the Notes notice of such Default. In addition, if a Default or Event of Default occurs and is continuing and if it is a payment default or a Trust Officer has actual knowledge thereof, or has received written notice thereof pursuant to Section 7.2(f) the Trustee shall mail to each Holder, with a copy to the Company, notice of the Default or Event of Default within 45 days after the occurrence thereof. Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.6 Report to Trustee. The Company agrees to promptly notify the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.

Section 7.7 Compensation and Indemnity.

(a) The Company shall pay to the Trustee a compensation equal to US$15,000.00 per annum, or such other reasonable amount as shall have been agreed upon by the Company and the Trustee in writing, for its acceptance of this Indenture and services hereunder as the Company and the Trustee shall from time to time agree in writing. In no case may this compensation be made to be paid by the Holders. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it in connection with the performance of its duties under this Indenture, except for any such expense as may arise from the Trustee’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

(b) The Company shall indemnify the Trustee and its officers, directors, employees and agents against any and all loss, damage, claim, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim or liability related to the exercise or performance of any of their rights, powers or duties hereunder and under any other agreement or instrument related thereto. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim if, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest or potential conflict of interest between the Company and the Trustee in connection with such defense. The Company need not pay for any settlement made without its written consent.

(c) To secure the Company’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company.

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(d) The Company’s payment obligations pursuant to this Section 7.7 shall survive the payment of the Notes, the discharge or other termination of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Bankruptcy Law Event of Default, the expenses are intended to constitute expenses of administration under any Bankruptcy Law; provided, however, that this shall not affect the Trustee’s rights as set forth in this Section 7.7 or Section 6.10.

(e) Subject to any other rights available to the Trustee under any applicable Bankruptcy Law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.2(g), the parties hereto and the Holders, by acceptance of the Notes, hereby agree that the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable Bankruptcy Law.

Section 7.8 Replacement of Trustee.

(a) The Trustee may resign at any time by so notifying the Company. In addition, the Holders of a majority in aggregate principal amount of the then Outstanding Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. Moreover, if the Trustee is no longer eligible pursuant to Section 7.10 to act as such, or does not have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report or does not have its corporate trust office in the City of New York, New York, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. The Company shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns or is removed by the Company or by the Holders of a majority in principal amount of the then Outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders and, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of such Exchange so require, the successor Trustee shall also publish notice as described in Section 10.1. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.

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(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Outstanding Notes may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.9 Successor Trustee by Merger.

(a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets (including this transaction) to, another corporation or national banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided that such Persons shall be otherwise qualified and eligible under this Article VII.

(b) In case at the time such successor or successors to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10 Eligibility. The Trustee shall have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition.

Section 7.11 The Trustee’s Representative in Argentina.

(a) As long as it is required by Argentine law or by the CNV, the Trustee will have the Trustee’s Representative in Argentina for the sole purposes set forth in this Section 7.11.

(b) The duties of the Trustee’s Representative in Argentina shall be determined solely by the express provisions of this Indenture or as it may agree from time to time in writing with the Trustee, and the Trustee’s Representative in Argentina need perform only those duties that are specifically set forth in this Indenture and those agreed in writing with the Trustee. No implied covenants or obligations shall be read into this Indenture against the Trustee’s Representative in Argentina. The Trustee’s Representative in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Trustee’s Representative in Argentina is not and shall not be considered as if it were a Trustee’s attorney-in-fact.

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(c) The duties and rights of the Trustee’s Representative in Argentina are only: (i) to receive from Holders, the Company, Agents, and any governmental or regulatory authority or entity any and all letters, claims, requests, memorandums or any other document directed to the Trustee with respect to the Notes, (ii) to transmit, deliver or notify the Trustee of the reception of any and all of the mentioned documents by facsimile, within three Business Days of such reception, and (iii) respond or answer such letters, claims, requests, memoranda or documents, following the express written instructions of the Trustee and only if such instructions are given by the Trustee.

(d) The Trustee’s Representative in Argentina shall not be liable for any action it takes or omits to take in good faith and within its discretion and in accordance with the terms hereof, rights or powers.

(e) The Company shall pay to the Trustee’s Representative in Argentina from time to time, and the Trustee’s Representative in Argentina shall be entitled to, such compensation for its acceptance of this Indenture and its services hereunder, as shall have been agreed in writing between the Company and the Trustee’s Representative in Argentina. The Company shall reimburse the Trustee’s Representative in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of Trustee’s Representative in Argentina’s agents, counsel and other persons not regularly in its employ.

(f) The Company agrees to indemnify and defend the Trustee’s Representatives in Argentina and its officers, directors, employees and agents for, and to hold each entity harmless against any losses, liabilities, claims, damages and/or expenses, including the fees and expenses of counsel incurred by it without negligence or willful misconduct on its part in connection with the performance of its duties or powers hereunder and the exercise of its rights hereunder, or under any related agreement.

Section 7.12 Paying Agent, Registrar and Luxembourg Paying Agent. The rights, protections and immunities granted to the Trustee under this Article VII including, without limitation, any right to be indemnified, shall apply mutatis mutandis to any Agent appointed pursuant to this Indenture.

ARTICLE VIII

DEFEASANCE; DISCHARGE OF INDENTURE

Section 8.1 Legal Defeasance and Covenant Defeasance.

(a) The Company may, at its option, at any time, upon compliance with the conditions set forth in Section 8.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes.

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(b) Upon the Company’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(b), the Company shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and all such amounts as shall be due and payable under this Indenture on the 91^st day after the deposit specified in Section 8.2(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of the sections of this Indenture referred to in clause (i) or (ii) of this Section 8.1(b), and the Company shall have been deemed to have satisfied all their other obligations under such Notes, and hereunder (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder:

(i) the rights of Holders to receive solely from the trust described in Section 8.2(a) below, as more fully set forth in such section, payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due,

(ii) the Company’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments,

(iii) the rights, powers, trusts, duties, protections, benefits, indemnities and immunities of the Trustee as described in Article VII and hereunder and the Company’s obligations in connection therewith, and

(iv) this Article VIII.

Subject to compliance with this Article VIII, the Company may exercise its option under this Section 8.1(b) notwithstanding the prior exercise of its option under Section 8.1(c).

(c) Upon the Company’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(c), the Company and its Restricted Subsidiaries shall be, subject to the satisfaction of the applicable conditions set forth in Section 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.4, Section 3.7, Section 3.8, Section 3.10, Section 3.11, Section 3.12, Section 3.13, Section 3.14, Section 3.15, Section 3.17, Section 3.18, and Section 3.22 with respect to the Outstanding Notes and the operation of Sections 6.1(a)(iv), (v), (vi), (vii), (viii) but only as it applies to any Restricted Subsidiary, and (ix) shall terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event or Default with respect to the Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and such Notes shall be unaffected thereby.

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Section 8.2 Conditions to Defeasance. The Company may exercise its Legal Defeasance option or its Covenant Defeasance option only if:

(a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms shall provide money in an amount, or in any combination thereof, in each case, sufficient to pay and discharge the principal of each installment of principal and interest, if any, on the outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to and including the redemption date irrevocably designated by the Company pursuant to the final paragraph of this Section 8.2 on the day on which payments are due and payable in accordance with the terms of this Indenture and of the Notes;

(b) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be;

(c) no Default or Event of Default (including by reason of such deposit) shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(d) the Company shall have delivered to the Trustee an opinion of recognized U.S. counsel independent of the Company to the effect: (i) that the Holders shall not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge of certain obligations, which in the case of Section 8.1 hereof must be based on a change in law or a ruling by the U.S. Internal Revenue Service; and (ii) that the defeasance trust is not or is not required to be registered, or is registered as, an investment company under the Investment Company Act of 1940, as amended; and

(e) the Company delivers to the Trustee an Opinion of Counsel and an Officers’ Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Notes.

Before or after a deposit, the Company may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article V hereof.

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If the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the outstanding Notes to and including a redemption date on which all of the outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a resolution of the Board of Directors of the Company delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such resolution shall be accompanied by an irrevocable Company request that the Trustee give notice of such redemption in the name and at the expense of the Company not less than 30 nor more than 60 days prior to such redemption date in accordance with this Indenture.

Section 8.3 Application of Trust Money. The Trustee shall hold in trust U.S. Dollars or U.S. Government Obligations deposited with it pursuant to this Article VIII. It shall apply the deposited money and the U.S. Dollars from U.S. Government Obligations, together with earnings thereon, through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company’s request any U.S. Dollars or U.S. Government Obligations held by it as provided in this Section 8.3 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.4 Repayment to Company.

(a) The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them upon payment of all the obligations under this Indenture.

(b) Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Company for payment as general creditors.

Section 8.5 Indemnity for U.S. Government Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations deposited with the Trustee pursuant to this Article VIII.

Section 8.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or U.S. Government Obligations in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or U.S. Government Obligations in accordance with this Article VIII; provided, however, that, if the Company has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or U.S. Government Obligations held by the Trustee or Paying Agent.

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Section 8.7 Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for herein) as to all Outstanding Notes, and the Trustee, on written demand of and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) either:

(i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Company or any Restricted Subsidiary has irrevocably deposited or caused to be deposited with the Trustee, as funds in trust solely for the benefit of the holders, cash in U.S. dollars in amounts as will be sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium and Additional Amounts, if any, accrued and unpaid interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment and all other amounts due hereunder;

(b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company or any Restricted Subsidiary is a party or by which the Company or any Restricted Subsidiary is bound;

(c) the Company or any Restricted Subsidiary paid or caused to be paid all sums payable by it under this Indenture;

(d) the Company delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be; and

(e) the Company delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

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ARTICLE IX

AMENDMENTS

Section 9.1 Without Consent of Holders.

(a) The Company and the Trustee may amend, modify or supplement this Indenture and the Notes without notice to or consent of any Holder:

(i) to cure any ambiguity, omission, defect or inconsistency contained therein;

(ii) to provide for the assumption by a successor Person of the obligations of the Company under this Indenture;

(iii) to secure the Notes

(iv) to add Subsidiary Guarantees or additional Guarantees with respect to the Notes or release the Subsidiary Guarantee of a Restricted Subsidiary in accordance with the terms of this Indenture;

(v) to add to the covenants of the Company for the benefit of the Holders or surrender any right or power conferred upon the Company;

(vi) to provide for the issuance of Additional Notes in accordance with Section 2.14;

(vii) to add an Event of Default for the benefit of the Holders;

(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended;

(ix) to conform the terms of this Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Pricing Supplement and Offering Memorandum;

(x) to evidence the replacement of the Trustee as provided for under this Indenture; or

(xi) for any other purpose that the parties hereto may mutually deem necessary or desirable; provided in each such case that any such modification or amendment does not adversely affect the interests of Holders in any respect.

(b) In formulating its opinion on the foregoing, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel and an Officers’ Certificate.

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(c) After an amendment under this Section 9.1 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1.

(d) Promptly after the execution by the Company and the Trustee of any modification, amendment or supplement to the Indenture pursuant to the provisions of this Section 9.1, the Company shall give notice thereof to the Holders, the CNV and the BASE, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.2 With Consent of Holders.

(a) Modifications to, amendments of, and supplements to, this Indenture or the Notes not set forth under Section 9.1 may be made with the consent of the Holders of a majority in principal amount of the then Outstanding Notes issued under this Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

(i) reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes;

(iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor;

(iv) make any Notes payable in currency other than that stated in the Notes;

(v) make any change in the provisions of this Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(vi) amend, change or modify in any material respect any obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Disposition that has been consummated;

(vii) make any change to Section 3.19 that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; and

(viii) make any change to the provisions of this Indenture or the Notes that adversely affects the ranking of the Notes, provided, that a change to Section 3.8 or Section 3.10 shall not adversely affect the ranking of the Notes.

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(b) Promptly after the execution by the Company and the Trustee of any modification, amendment or supplement to the Indenture pursuant to the provisions of this Section 9.2(a), the Company shall give notice thereof to the Holders, the CNV and the BASE, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.3 Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment, supplement or waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, except as otherwise provided in this Article IX. An amendment, supplement or waiver under Section 9.2 shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.2.

(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the relevant action for which such consent was granted was effectively taken.

Section 9.4 Notation on or Exchange of Notes. If an amendment or supplement changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall execute and upon Company Order the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment or supplement.

Section 9.5 Trustee to Sign Amendments and Supplements. The Trustee shall sign any amendment or supplement authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or supplement the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.1 and Section 7.2) shall be fully protected in conclusively relying upon, such evidence as it deems appropriate, including, without limitation, the documents required by Section 10.2 and solely on an Opinion of Counsel and Officers’ Certificate, each stating that such amendment or supplement is authorized or permitted hereby.

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Section 9.6 Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a percentage in principal amount of the Holders, whether specified herein or in the Notes, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Article.

Section 9.7 Holders to be Treated as Owners. The Company, the Trustee, the Agents and any agent of the Company, the Trustee or the Agents may deem and treat any Person in whose name any Note shall be registered upon the Register as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Note (including Additional Amounts) and for all other purposes; and none of the Company, the Trustee, any Agent or any agent of the Company, the Trustee or any Agent shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effective to satisfy and discharge the liability for moneys payable upon any such Note.

Section 9.8 Noteholders Meeting; Consent.

(a) Each of the Company (through its Board of Directors or its statutory auditors’ committee) and the Trustee may at any time call a meeting of the Holders for the purpose of entering into a supplemental indenture or waiving an existing default. In addition, a meeting of the Holders may be called by the Trustee or the Company (acting through its Board of Directors or its statutory auditors’ committee) upon the request of the Holders of at least 5% in aggregate principal amount of the outstanding Notes, or by the Company acting through its Board of Directors or its statutory auditors’ committee) at its discretion, pursuant to the Negotiable Obligations Law. Meetings shall be held simultaneously in the City of Buenos Aires and in New York City by any means of telecommunications which permit the participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. If a meeting is being held pursuant to a request of Holders, the agenda for such meeting shall be that set forth in the request made by such Holders, and such meeting shall be

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held within 40 days from the date such request is received by the Company or the Trustee. Notice of any meeting of Holders, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken and the requirements for attendance) shall be given by the Company or the Trustee, as applicable, at the expense of the Company as specified in Section 10.1 at least twice; the first such notice shall be given not less than 20 nor more than 180 days prior to the date set for the meeting and, in addition, shall be published (in Spanish) on five different days, not less than 10 days nor more than 30 days prior to the date set for the meeting, in the Official Gazette of the Republic of Argentina (Boletín Oficial de la República Argentina), in the Daily Bulletin of the BASE and in another widely circulated newspaper in Argentina. To be entitled to vote at any meeting of Holders a Person shall be (i) a Holder of one or more Notes as of the relevant Record Date or (ii) a Person appointed by a Holder in writing as a proxy for a Holder of one or more Notes. The Company, by or pursuant to a resolution of its Board of Directors, may set a Record Date for purposes of determining the identity of Holders entitled to vote, which Record Date may be set at any time or from time to time by notice in writing to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than ten days prior to the proposed date of such vote, and thereafter, notwithstanding any other provisions hereof, only Holders of record on such Record Date will be entitled to so vote or give such consent or revoke such vote or consent.

(b) Meetings of Holders may be ordinary (“Ordinary Meetings”) or extraordinary (“Extraordinary Meetings”). The Company shall inform the Trustee whether any meeting shall be an Ordinary Meeting or an Extraordinary Meeting, which determination the Trustee shall be entitled to conclusively rely upon. Amendments or supplements hereto or to the Notes or waivers of any provision hereof or thereof approved at a meeting of Holders may only be approved at an Extraordinary Meeting (or at a second adjourned Extraordinary Meeting) by the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding, except as contemplated herein. The persons entitled to vote that represent 60% (in the case of an Extraordinary Meeting) or a majority (in the case of an Ordinary Meeting) in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum at any such meeting of Holders. No meeting shall be held in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than one hour or more than 30 days, as determined by the chairman of the meeting who shall keep an attendance record. If notice to reconvene any adjourned meeting is not simultaneously given with the notice of the meeting, additional notice shall be given as provided above and published in the Official Gazette of the Republic of Argentina and in another widely circulated newspaper in Argentina, except that such notice need be published only for three days, not less than eight days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall expressly state the aggregate principal amount of Notes, which shall constitute a quorum at said meeting.

(c) At any meeting of Holders, each Holder, or its attorney-in-fact, shall be entitled to cast one vote for each U.S. dollar of the principal amount of the applicable amount of the Notes that it holds.

(d) The Holders may act, in lieu of a meeting, through unanimous consent.

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ARTICLE X

MISCELLANEOUS

Section 10.1 Notices.

(a) Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served by the Trustee, any Agent or by the Holders to or on the Company or by the Company to or on the Trustee, any Agent or any Holder, shall be in writing and shall be sufficient for every purpose hereunder if given or served by facsimile transmission or other electronic transmission or by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Company is filed by the Company with the Trustee) to Tarjeta Naranja S.A., Calle Sucre 541, City of Cordoba, Province of Cordoba, Argentina, Attention: Susana Bergero or Silvia Santiso, Fax: (03-51) 420-9779. Any notice, agreement, direction, instruction, request, demand or other communication by the Company or any Holder to or upon the Trustee, or any Agent shall be in writing and shall be deemed to have been sufficiently given or made, for all purposes, upon actual receipt and if given or made at the Corporate Trust Office of the Trustee by an internationally recognized courier or by facsimile or other electronic transmission. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Trustee’s Representative in Argentina, Argentine Transfer Agent, Argentine Paying Agent or Argentine Registrar, as the case may be, shall be sufficient for every purpose hereunder if given by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Trustee’s Representative in Argentina, Argentine Registrar, Argentine Paying Agent and Argentine Transfer Agent is provided to the Trustee and the Company) at the Corporate Trust Office of the Trustee’s Representative in Argentina. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Luxembourg Paying Agent or Luxembourg Transfer Agent, as the case may be, shall be in writing and shall be sufficient for every purpose hereunder if given by courier, by facsimile transmission or other electronic transmission or by mail addressed (until another address of the Luxembourg Paying Agent and Luxembourg Transfer Agent is provided to the Trustee and the Company) to The Bank of New York Mellon (Luxembourg) S.A., Vertigo Building — Polaris, 2-4 rue Eugène Ruppert, L-2453, Grand Duchy of Luxembourg, Attention: Andres Camacho, Fax: (+352) 24 52 4204.

In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, agreements, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, agreements, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, agreements, directions, reports, notices or other communications or information to the extent in accordance with the terms hereof. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, agreements, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, agreements, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

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The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b) From and after the date the Notes are listed on the BASE and admitted for trading on the MAE, all notices to Holders shall be published in the Bulletin of the Buenos Aires Stock Exchange and in a widely circulated newspaper in Argentina, which is expected to be La Nación. From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and so long as required by the rules of such exchange, all notices to Holders shall be published in English:

(i) in a leading newspaper having a general circulation in Luxembourg; or

(ii) if such Luxembourg publication is not practicable, in one other leading English language newspaper being published on each day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions.

In lieu of the foregoing, the Company may publish notices to Holders of Notes via the website of the Luxembourg Stock Exchange at www.bourse.lu; provided that such method of publication satisfies the rules of such Exchange.

(c) Notices shall be deemed to have been given on the date of mailing or of publication as aforesaid in Section 10.1(b) or, if published on different dates, on the date of the first such publication. In addition, notices shall be delivered to Holders of Notes at their registered addresses.

(d) Any notice or communication mailed to a registered Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

(e) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 10.2 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

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(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel. Each certificate or opinion, including each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement substantially to the effect that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement substantially to the effect that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officers’ Certificate or on certificates of public officials.

Section 10.4 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

Section 10.5 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City, United States or Buenos Aires, Argentina. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Section 10.6 Governing Law, etc.

(A) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT ALL MATTERS RELATING TO THE DUE AUTHORIZATION, EXECUTION, ISSUANCE AND DELIVERY OF THE NOTES BY THE COMPANY, AND MATTERS RELATING TO THE LEGAL REQUIREMENTS NECESSARY IN ORDER FOR THE NOTES TO QUALIFY AS “NEGOTIABLE OBLIGATIONS” UNDER ARGENTINE LAW, SHALL BE GOVERNED BY THE NEGOTIABLE OBLIGATIONS LAW AND ANY OTHER APPLICABLE ARGENTINE LAWS AND REGULATIONS.

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(b) EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE OF A NOTE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(c) Each of the parties hereto:

(i) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any U.S. federal or New York state court sitting in The City of New York, New York, provided that the Company agrees that any suit, action, or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile;

(ii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding;

(iii) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such courts has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile; and

(iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment.

(d) The Company has appointed CT Corporation System, as its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York, New York. The Company represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain outstanding. The Company agrees that the appointment of the Authorized Agent shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Company of a successor agent in The City of New York, New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

(e) To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, 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 Company hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture or the Notes.

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(f) Nothing in this Section 10.6 shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

Section 10.7 No Recourse Against Others. No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Company shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for issuance of the Notes.

Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders. Nothing in this Indenture or in the Notes, express or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Notes; provided that under Article 34 of the Negotiable Obligations Law, the Directors and members of the Supervisory Committee shall be jointly and severally liable for damages to the Holders arising from any violation of the Negotiable Obligations Law.

Section 10.9 Successors. All agreements of the Company in this Indenture and the Notes shall bind its respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 10.10 Duplicate and Counterpart Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. This Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. This Indenture may also be executed in Argentina via the exchange of an offer letter and an acceptance letter, and delivery of such letters shall be effective as delivery of an executed counterpart of this Indenture.

Section 10.11 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.12 Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Company, and any Subsidiary Guarantor, under or in connection with the Notes, this Indenture or such Subsidiary Guarantee. Any amount received or recovered in respect of such obligations in currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company, any Subsidiary or otherwise) by the Trustee, a Paying Agent or any Holder of the Notes in respect of any sum expressed to be due to it from the

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Company, and any Subsidiary Guarantor, shall only constitute a discharge of it under the Notes, this Indenture and the Subsidiary Guarantee only to the extent of the U.S. Dollars amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so), acting reasonably. If that U.S. Dollars amount is less than the U.S. Dollars amount expressed to be due to the recipient under the Notes, this Indenture or the Subsidiary Guarantee, the Company, and any Subsidiary Guarantor, shall indemnify the recipient against any loss sustained by it in making any such purchase. In any event, the Company shall indemnify the Holder against the cost of making any purchase of U.S. Dollars. For the purposes of this Section 10.12, it shall be sufficient for the Trustee, Paying Agent and/or Holder of a Note to certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable) and that the change of the purchase date was needed.

The indemnities of the Company, and any Subsidiary Guarantor, contained in this Section 10.12, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations of the Company and the Restricted Subsidiaries under this Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action against the Company; (iii) shall apply irrespective of any indulgence granted by any Holder of the Notes from time to time; (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes; and (v) shall survive the termination of this Indenture.

Section 10.13 Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

TARJETA NARANJA S.A.
By:
	Name:
	Title:	Authorized Signatory

The Bank of New York Mellon
	as Trustee, Co-Registrar, Principal Paying
	Agent and Principal Transfer Agent
By:
		Name:
		Title:

Solely for the purposes of accepting the
appointment of Luxembourg Paying Agent
and Luxembourg Transfer Agent together
with the rights, protections and immunities
granted to the Trustee under Article VII, which shall
apply mutatis mutandis to the Luxembourg
Paying Agent:

The Bank of New York
Mellon (Luxembourg) S.A.
as Luxembourg Paying Agent
By:
	Name:
	Title:

Banco de Valores S.A.
By:
	Name:
	Title:

EXHIBIT A

FORM OF NOTE

Pursuant to the Company’s Program, established pursuant to shareholders’ meetings of the Company held on July 14, 2005, March 3, 2006 and October 31, 2007 and a meeting of the Board of Directors of the Company held on September 7, 2005 (authorized pursuant to Resolution No. 15,220 of October 26, 2005, Resolution No. 15,361 of March 23, 2006 and Resolution No. 15,785 of November 16, 2007 of the CNV, the issuance of the Class XIII Notes represented hereby has been resolved and approved, pursuant to a resolution of the Board of Directors of the Company dated December 7, 2010, and authorized by the CNV on January 14, 2011.

The Company was organized as a corporation with limited liability (sociedad anónima) under the laws of Argentina on September 1, 1995, and registered with the Public Registry of Commerce of the Province of Cordoba under No. 1363, File No. 5857, Book 24 of 1995, on December 12, 1995, with a duration of 99 years from such registration date, and its registered domicile is at Calle Sucre 151 (X5000JWC), City of Cordoba, Province of Cordoba, Argentina.

In accordance with Article 3 of the by-laws of the Company, the Company’s corporate purpose is to create, develop, direct, manage, market and operate credit, ATM, debit and related cards, on its own behalf, on behalf of third parties and/or together with third parties. The Company may also invest in other companies rendering services related to the financial industry as permitted by the Central Bank of Argentina. The Company has full power and authority to hold assets (including rights), incur obligations and perform any such acts related to its corporate purpose, to the extent not otherwise prohibited by applicable law or the Company’s bylaws. Amendments to the Company’s corporate purpose must be previously approved by the Financial Institutions Supervisory Authority (Superintendencia de Entidades Financieras y Cambiarias) of the Argentine Central Bank.

The authorized capital of the Company as of September 30, 2010, the date of its most recent financial statements, was AR$24,000,000, and its shareholders’ equity was AR$817,928,884.

A-1

As of the date hereof, the Company has cancelled in full the series of notes issued under the program authorized by CNV Resolution No. 12.587 dated March, 11, 1999, in accordance with the following order: on October 26, 1999, Series I Notes; on March 22, 2000, Series II Notes; on April 25, 2000, Series III Notes; on September 19, 2000, Series IV Notes; on October 24 , 2000, Series V Notes; on December 27, 2000, Series VI Notes; on December 19, 2000, Series VII Notes; on January 23, 2001, Series VIII Notes; on March 20, 2001, Series IX Notes; on March 27, 2001, Series X Notes; on April 24, 2001, Series XI Notes; on May 10, 2001, Series XII Notes; on May 29, 2001, Series XIII Notes; on July 17, 2001, Series XIV Notes; on June 8, 2001, Series XV Notes; on August 8, 2001, Series XVI Notes; on August 28, 2001, Series XVII Notes; on December 5, 2001, Series XVIII Notes; on August 31, 2001, Series XIX Notes; on October 9, 2001, Series XX Notes; on October 30, 2001, Series XXI Notes; on October 30, 2001, Series XXII Notes; on December 11, 2001, Series XXIII Notes; on January 30, 2002, Series XXIV Notes; on March 5, 2002, Series XXV Notes; on January 11, 2002, Series XXVI Notes; on December 27, 2002, Series XXVII Notes; on May 31, 2002, Series XXVIII Notes; on June 28, 2002, Series XXIX Notes. Furthermore, under the program authorized by CNV Resolution No. 14.920 dated November 7, 2004, the Company has cancelled on November 14, 2005 the Series I Notes; on March 13, 2006 the Series II Notes; on November 8, 2006, the Series III Notes; and on September 15, 2006 the Series IV Notes. Furthermore, under the Program, the Company has cancelled its Class I Notes on their maturity date of December 14, 2007; Class II Notes on their maturity date of December 14, 2008; Class V Notes on their maturity date of September 4, 2008; Class VII Notes on their maturity date of July 13, 2009; Class VIII Notes on their maturity date of August 30, 2009; its Class IV Notes issued on November 29, 2006 with a maturity date of November 29, 2011 and Class V has been issued on 10 September 2007 with a maturity date on September 4, 2008, Class VII was issued on 18 June 2008 and matured on July 18, 2009, The class VIII has been issued on 4 September 2008 and matured on August 31, 2009, Class IX has been issued dated August 31, 2009, as Series I maturity date was September 1, 2010 and Series II will expire on August 31, 2011, the Class X has been issued on May 6, 2010 and its maturity will occur on January 31, 2011, Class XI has been issued dated 10 September 2010 and its maturity will occur on June 7, 2011 and Class XII has been issued on 10 September 2010 and its maturity will occur on September 10, 2011. The issuer states that Class VI has not been issued.

A-2

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Include the following Private Placement Legend on all Restricted Notes:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (i) TO TARJETA NARANJA S.A., (ii) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (iii) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (iv) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (v) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

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IF REQUESTED BY TARJETA NARANJA S.A. OR BY ANY INITIAL PURCHASER SET FORTH IN THE APPLICABLE OFFERING DOCUMENTS, THE TRANSFEREE AGREES TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF THIS NOTE IS PERMISSIBLE UNDER THE SECURITIES ACT. THIS SECURITY AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATED TO THE RESALE OR TRANSFER OF RESTRICTED NOTES GENERALLY. BY THE ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF SHALL BE DEEMED TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ONLY AT THE OPTION OF TARJETA NARANJA S.A.

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FORM OF FACE OF NOTE

TARJETA NARANJA S.A.

9.0% SENIOR NOTES DUE 2017

No. [_____] Principal Amount U.S.$[_____]

[If the Note is a Global Note include the following two lines:
as revised by the Schedule of Increases and
Decreases in Global Note attached hereto]

[If the Note is a Global

Rule 144A Note, insert:

CUSIP NO.]

[If the Note is a Global

Regulation S Note, delete the

reference to CUSIP NO. and

replace it with:

ISIN NO.]

Tarjeta Naranja S.A., a corporation (sociedad anónima) formed in Argentina, promises to pay to Cede & Co., the nominee for The Depository Trust Company, or registered assigns, the principal sum of [_____] U.S. Dollars [If the Note is a Global Note, add the following, as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on [_____], 2017.

Interest Rate:	9.0%
Interest Payment Dates:	January 28 and July 28 of each year, commencing on July 28, 2011
Principal Payment Dates:	January 28, 2015, January 28, 2016 and January 28, 2017
Record Dates:	January 13 and July 13

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Additional provisions of this Note are set forth on the other side of this Note.

TARJETA NARANJA S.A.
By:
	Name:
	Title:
By:
	Name:
	Title:

TRUSTEE’S CERTIFICATE OF
     AUTHENTICATION

The Bank of New York Mellon,
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.

By:
	Authorized Signatory	Date:  _____

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FORM OF REVERSE SIDE OF NOTE

1. Interest

Tarjeta Naranja S.A., a corporation (sociedad anónima) formed in Argentina (and its successors and assigns under the Indenture hereinafter referred to, the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Company shall pay interest semi-annually in arrears on each Interest Payment Date of each year, commencing on July 28, 2011. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from January 28, 2011. The Company shall pay interest on overdue principal (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay the percentage of original principal amount on each Principal Payment Date to the person in whose name a Note is registered at the close of business on the preceding Record Date as set forth below:

	Percentage of Original
	Principal
Scheduled Payment Date	Amount Payable			Principal Amount Payable
January 28, 2015		33.33	%		U.S.$66,660,000.00
January 28, 2016		33.33	%		U.S.$66,660,000.00
January 28, 2017		33.34	%		U.S.$66,680,000.00

The Company shall pay interest (including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal and, to the extent such payments are lawful, interest on overdue installments of interest (“Defaulted Interest”) without regard to any applicable grace periods at the interest rate shown on this Note, as provided in the Indenture.

All payments made by the Company in respect of the Notes shall be made free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of any jurisdiction where the Company is incorporated or resident for tax purposes or from or through which any payment in respect of the Notes is made by the paying agent or the Company, or any political subdivision thereof (a “Relevant Jurisdiction”), or any taxing authority of a Relevant Jurisdiction, unless such withholding or deduction is required by law or by the interpretation or administration thereof. In that event, the Company shall pay to each Holder of the Notes Additional Amounts as provided in the Indenture subject to the limitations set forth in the Indenture.

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2. Method of Payment

Prior to 11:00 a.m. (New York City time) on the Business Day prior to the date on which any principal of or interest on any Note is due and payable, the Company shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest. The Company shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the Record Date preceding the Interest Payment Date even if Notes are canceled, repurchased or redeemed after the Record Date and on or before the relevant Interest Payment Date; provided that (i) if and to the extent the Company shall default in the payment of the interest (including Additional Amounts) due on such interest payment date for such Note, such defaulted interest (including Additional Amounts) shall be paid to the Persons in whose names such Note is registered at the close of business on a special record date (which shall be not less than 15 days prior to the date of payment of such defaulted interest) established by notice given by mail by or on behalf of the Company to the Holders of Notes not less than 15 days preceding such special record date and (ii) interest payable at Stated Maturity or upon acceleration will be payable to the person to whom principal shall be payable. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company shall pay principal and interest in U.S. Dollars.

Payments in respect of Notes represented by a Global Note (including principal and interest) shall be made by the transfer of immediately available funds to the accounts specified by DTC. None of the Company, the Trustee or any Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial interests. The Company shall make all payments in respect of a Certificated Note (including principal and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account.

3. Paying Agent and Registrar

Initially, The Bank of New York Mellon (the “Trustee”), shall act as Trustee, Paying Agent and Registrar, Banco de Valores, S.A., shall act as Argentine registrar, paying agent, transfer agent and representative of the Trustee in Argentina, and The Bank of New York Mellon (Luxembourg) S.A., shall act as Luxembourg paying agent and transfer agent. The Company may appoint and change any Paying Agent, Registrar without notice to any Holder. The Company may act as Paying Agent, Registrar.

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4. Indenture

The Company originally issued the Notes under an Indenture, dated as of January 28, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Trustee, Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. The terms of the Notes include those stated in the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time.

The Notes are senior unsecured obligations of the Company. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Notes. All Notes shall be treated as a single class of securities under the Indenture.

The Indenture imposes certain limitations, subject to certain exceptions, on, among other things, the ability of the Company and its Subsidiaries to Incur Indebtedness, make Restricted Payments, incur Liens, make Asset Dispositions, enter into transactions with Affiliates, or consolidate or merge or transfer or convey all or substantially all of the Company’s assets.

5. Optional Redemption

(a) Optional Redemption with a Make-Whole Premium. At any time prior to January 28, 2014, the Company shall have the right, at its option, to redeem any of the Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to but excluding the applicable date of redemption (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on the relevant interest payment date); provided that at least $100 million in principal amount of the Notes remains outstanding after such redemption. The Company shall be responsible for calculating any Applicable Premium.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

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“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. or their respective affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Company; provided, however, that if any of the foregoing shall cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third business day preceding such redemption date.

(b) Optional Redemption Without a Make-Whole Premium. At any time, or from time to time on or after January 28, 2014 the Company may redeem the Notes, at its option, in whole or in part, at the following redemption prices, expressed as percentages of the principal amount on the redemption date, plus any accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on January 28 of any year set forth below:

Year	Percentage
2014		109.00	%
2015		104.50	%
2016		102.25	%

(c) Optional Redemption Upon Tax Event. The Notes may be redeemed at the Company’s election, as a whole, but not in part, by the giving of notice as provided in the Indenture, at a price in U.S. dollars equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the redemption date, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of Argentina or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations, rulings or treaties in Argentina, the Company has or will become obligated to pay Additional Amounts on the Notes, if such change or amendment is announced on or after the Closing Date and such obligation cannot be avoided by the Company taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due.

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Notice of any redemption will be mailed at least 30 days but not more than 90 days before the redemption date to each holder of Notes to be redeemed.

Prior to the giving of notice of redemption of such Notes pursuant to the Indenture, the Company will deliver to the Trustee an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Company, to the effect that all governmental approvals necessary for the Company to effect such redemption have been or at the time of redemption will be obtained and in full force and effect and that the Company is entitled to effect such a redemption pursuant to the Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes.

(e) Optional Redemption Procedures. If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected pro rata by DTC in the case of Notes represented by a Global Note or by the Trustee pro rata. No Notes of a principal amount of U.S.$2,000 or less may be redeemed in part and Notes of a principal amount in excess of U.S.$2,000 may be redeemed in part in multiples of U.S.$1,000 only. Once notice of redemption is sent to the holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, Notes redeemed will cease to accrue interest if the redemption price is paid in full.

Notice of any redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 90 days before the redemption date to Holders of Notes to be redeemed at their respective registered addresses. If Notes are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed. For so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of such Exchange require, the Company shall cause notices of redemption to also be published as provided under Section 10.1 of the Indenture. A new Note in a principal amount equal to the unredeemed portion thereof, if any, shall be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note shall be made, as appropriate).

Notes called for redemption shall become due on the date fixed for redemption. The Company shall pay the redemption price for any Note together with accrued and unpaid interest thereon through the date of redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. Upon redemption of any Notes by the Company, such redeemed Notes shall be cancelled.

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6. Mandatory Repurchase Provisions

(a) Change Of Control Offer. Upon the occurrence of a Change of Control, each Holder of Notes shall have the right to require that the Company purchase all or a portion (in integral multiples of U.S.$1,000, provided that the principal amount of such Holder’s Note will not be less than U.S.$2,000) of the Holder’s Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, and Additional Amounts, if any, through the date of purchase. Within 45 days following the date upon which the Change of Control occurred, the Company must make a Change of Control Offer pursuant to a Change of Control Notice and, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of such Exchange so require, publish the Change of Control Offer in a newspaper having general circulation in Luxembourg or, if such Luxembourg publication is not practicable, in one other leading English language newspaper. As more fully described in the Indenture, the Change of Control Notice shall state, among other things, the Change of Control Payment Date, which must be no earlier than 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by applicable law.

(b) Asset Sale Offer. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to make Asset Disposisitons. In the event the proceeds from a permitted Asset Disposition exceed certain amounts and are not applied as specified in the Indenture, the Company shall be required to make an Asset Sale Offer to purchase to the extent of such remaining proceeds each Holder’s Notes together with holders of certain other Indebtedness at 100% of the principal of and accrued and unpaid interest (if any) to the Asset Sale Offer Payment Date, as more fully set forth in the Indenture.

7. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a period beginning 15 days before an interest payment date and ending on such interest payment date.

8. Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all purposes.

9. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company and not to the Trustee for payment.

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10. Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the Trustee funds or U.S. Dollars for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

11. Amendment, Waiver

(a) Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may, among other things, amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for the assumption by a successor Person of the obligations of the Company under the Indenture; to secure the Notes; to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein conferred upon the Company; to add an Event of Default for the benefit of the Holders; to conform the text of the Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Pricing Supplement and Offering Memorandum; to comply with any requirement of the SEC in connection with the qualification of the Indenture under the U.S. Trust Indenture Act of 1939, as amended; to evidence the replacement of the Trustee as provided for under the Indenture; or to make any other amendment, modification or supplement not adverse to the Holders in any respect.

(b) Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended or supplemented without the written consent of each Outstanding Note) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; amend, change or modify in any material respect any obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to any Asset Disposistion that has been consummated; make any change in the Additional Amounts provisions of the Indenture that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; or make any change to the provisions of the Indenture or the Notes that adversely affects the ranking of the Notes; provided, that a change to Section 3.8 or Section 3.10 of the Indenture shall not adversely affect the ranking of the Notes.

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12. Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default, which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

13. Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee and the Agents under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

14. No Recourse Against Others

No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Company, shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

15. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

16. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

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17. CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP or ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

18. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “negotiable obligations” under Argentine law, shall be governed by the Negotiable Obligations Law and any other applicable Argentine laws and regulations.

19. Currency of Account; Conversion of Currency.

U.S. Dollars are the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes or the Indenture. The Company shall indemnify the Holders as provided in respect of the conversion of currency relating to the Notes and the Indenture.

20. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The parties hereto have agreed that any suit, action or proceeding arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Company agrees that any suit, action, or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile. The parties hereto have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Company has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York, New York. To the extent that the Company has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, 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 it or any of their property, the Company has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes.

Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

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The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Tarjeta Naranja S.A.
Calle Sucre 541
City of Cordoba,
Province of Cordoba, Argentina
Attention: Susana Bergero or Silvia Santiso
Fax No.: (03-51) 420-9779

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. Number)

and irrevocably appoint  _____  to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: _____	Your Signature:
	(Sign exactly as your name appears on the other side of this Note.)

Signature Guarantee:
	(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

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[To be attached to Global Notes only]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

	Amount of	Amount of	Principal Amount	Signature of
	decrease in	increase in	of this Global	authorized
	Principal Amount	Principal Amount	Note following	signatory of
Decrease	of this Global	of this Global	such decrease or	Trustee or Note
or Increase	Note	Note	increase	Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 3.7 or Section 3.11 of the Indenture, check either box:

o	o
Section 3.7	Section 3.11

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.7 or Section 3.11 of the Indenture, state the principal amount (which must be in amounts of US$2,000 or in an integral multiple of U.S.$1,000 thereof) that you want to have purchased by the Company: U.S.$

Date: _____	Your Signature
	(Sign exactly as your name appears on the other side of the Note)

Tax Identification No.:
Signature Guarantee:
	(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

A-19

EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER TO QIB

[Date]

[CUSIP _____]

[ISIN _____]

[Common Code _____]

[Trustee Address]

Re:	[_____]% Senior Notes due [_____] (the “Notes”)
	of Tarjeta Naranja S.A. (the “Company”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of [______] (as amended and supplemented from time to time, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

This letter relates to U.S.$  _____  aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note.

In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

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You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

B-2

EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO REGULATION S

[Date]

[CUSIP _____]

[ISIN _____]

[Common Code _____]

[Trustee Address]

Re:	[_____]% Senior Notes due [_____] (the “Notes”)
	of Tarjeta Naranja S.A. (the “Company”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of [_____] (as amended and supplemented from time to time, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture and/or in Regulation S (as defined below), as applicable.

In connection with our proposed sale of U.S.$_____ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note] beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

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(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(e) we are the beneficial owner of the principal amount of Notes being transferred.

In addition, if the sale is made during a Distribution Compliance Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

C-2

EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO RULE 144

[Date]

[CUSIP _____]

[ISIN _____]

[Common Code _____]

[Trustee Address]

Re:	[_____]% Senior Notes due [______] (the “Notes”)
	of Tarjeta Naranja S.A. (the “Company”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of [                    ] (as amended and supplemented from time to time, the “Indenture”), among the Company, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

In connection with our proposed sale of U.S.$_____ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represent an interest in a 144A Global Note] beneficially owned by the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Rule 144 under the Securities Act.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

B-1

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE
FOR SUBSIDIARY GUARANTEE

This Supplemental Indenture, dated as of [_____] (this “Supplemental Indenture”), among [name of Restricted Subsidiary], a [_____] [corporation] [limited liability company] (the “Subsidiary Guarantor”), Tarjeta Naranja S.A., a sociedad anónima organized and existing under the laws of Argentina, The Bank of New York Mellon, as Trustee, Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee, among other parties, have heretofore executed and delivered an Indenture, dated as of [_____] (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of [_____]% Senior Notes due 20[_____] of the Company (the “Notes”);

WHEREAS, pursuant to Section 3.12 of the Indenture, the Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to certain Indebtedness of the Company or any other Restricted Subsidiary of the Company, or to incur certain Indebtedness unless, in any such case such Restricted Subsidiary executes and delivers to the Trustee a Subsidiary Guarantee pursuant to which such Restricted Subsidiary shall unconditionally guarantee, jointly and severally with any other Subsidiary Guarantors’, the Company’s full and prompt payment of the Obligations (as defined in the Indenture) in respect of the Indenture and the Notes; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

DEFINITIONS

Defined Terms. Unless otherwise defined in this Supplemental Indenture, capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

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AGREEMENT TO BE BOUND; GUARANTEE

Agreement to be Bound. The Subsidiary Guarantor hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such shall have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. The Subsidiary Guarantor hereby agrees to be bound by all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.

Subsidiary Guarantee.

The Subsidiary Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Subsidiary Guarantor, to each Holder and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations (such guaranteed Obligations, the “Guaranteed Obligations”). Each Subsidiary Guarantor further agrees (to the extent permitted by law) that the Obligations may be modified in any manner, extended or renewed, in whole or in part, without notice or further assent from it, and that it shall remain bound under this supplemental indenture notwithstanding any modification, extension or renewal of any Obligation. Each Subsidiary Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Subsidiary Guarantee.

Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Obligations.

The obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Subsidiary Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor as a matter of law or equity.

Each Subsidiary Guarantor further agrees that its Subsidiary Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

E-2

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against each Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay any of the Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of:

the unpaid amount of such Obligations then due and owing; and

accrued and unpaid interest on such Obligations then due and owing (but only to the extent not prohibited by law).

Each Subsidiary Guarantor further agrees that, as between such Subsidiary Guarantor, on the one hand, and the Holders, on the other hand:

the maturity of the Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Subsidiary Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby; and

in the event of any such declaration of acceleration of such Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of its Subsidiary Guarantee.

Waivers. The Subsidiary Guarantor hereby waives (to the fullest extent permitted by applicable law) presentation to, demand of payment from and protest to the Company of any of the Obligations and also waives notice of protest for nonpayment. The Subsidiary Guarantor waives notice of any default under the Notes or the Obligations. The obligations of the Subsidiary Guarantor hereunder shall not be affected by (i) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Obligations or any of them; (v) the failure of any Holder to exercise any right or remedy against any other Subsidiary Guarantor; or (vi) any change in the ownership of the Company.

The Subsidiary Guarantor further expressly waives irrevocably and unconditionally:

Any right it may have to first require any Holder to proceed against, initiate any actions before a court of law or any other judge or authority, or enforce or complete the enforcement of any other rights or security (or apply as payment on such security) or claim, or complete any claim for, payment from the Company or any other Person (including any Subsidiary Guarantor or any other guarantor) before claiming from it under this Supplemental Indenture;

E-3

Any right to which it may be entitled to have the assets of the Company or any other Person (including any Subsidiary Guarantor or any other guarantor) first be used, applied or depleted as payment of the Company’s or the Subsidiary Guarantors’ obligations under the Indenture, prior to any amount being claimed from or paid by any of the Subsidiary Guarantors thereunder;

Any right to which it may be entitled to have claims hereunder divided between the Subsidiary Guarantors or between any Subsidiary Guarantors and the Company; and

[Any rights and benefits set forth in the following provisions of Argentine law: Articles 480, 481 and 482 of the Argentine Commercial Code and Articles 1990, 2020 and 2021 (other than with respect to defenses or motions based on documented payment (pago), reduction (quita), extension (espera) or release or remission (remisión), 2012, 2013 and 2024 (beneficios de excusión y división), 2025, 2026, 2029, 2043, 2046 and 2050 of the Argentine Civil Code.]¹ [TO BE INCLUDED FOR ANY ARGENTINE SUBSIDIARY GUARANTOR]

Limitation on Liability; Termination, Release and Discharge.

The obligations of each Subsidiary Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the Obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law.

Each Subsidiary Guarantor shall be released and relieved of its obligations under its Subsidiary Guarantee in the event that:

there is a sale or other disposition of Capital Stock of such Subsidiary Guarantor or all or substantially all of the assets of such Subsidiary Guarantor are sold or otherwise disposed of (including by way of merger or consolidation), following which such Subsidiary Guarantor is no longer a direct or indirect Subsidiary (other than a Receivables Subsidiary) of the Company;

such Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the Indenture;

there is a Legal Defeasance or Covenant Defeasance of the Notes as described under Section 8.1 of the Indenture; or

the Indebtedness, the Incurrence of which gave rise to such Restricted Subsidiary’s obligation to provide such Subsidiary Guarantee, has been repaid in full or otherwise discharged or is no longer in excess of the threshold contemplated above.

¹ Subject to review by Argentine counsel.

E-4

provided that such transaction is carried out pursuant to, and in accordance with, the applicable provisions of the Indenture.

Right of Contribution. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount, based on the net assets of each Subsidiary Guarantor determined in accordance with the relevant Argentine accounting standard. The provisions of this Section 2.5 shall in no respect limit the obligations and liabilities of each Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

No Subrogation. Each Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in respect of any Guaranteed Obligations until payment in full in cash of all Obligations. If any amount shall be paid to any Subsidiary Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full in cash, such amount shall be held by such Subsidiary Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be turned over to the Trustee in the exact form received by such Subsidiary Guarantor (duly endorsed by such Subsidiary Guarantor to the Trustee, if required), to be applied against the Obligations.

MISCELLANEOUS

Notices. Any notice or communication delivered to the Company under the provisions of the Indenture shall constitute notice to the Subsidiary Guarantor.

Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Governing Law, etc. This Supplemental Indenture shall be governed by the provisions set forth in Section 10.6 of the Indenture.

Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforce ability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforeeability.

Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

E-5

Duplicate and Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Headings. The headings of the Articles and Sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

The Trustee. The recitals in this Supplemental Indenture are made by the Company and the Subsidiary Guarantor only and not by the Trustee, and all of the provisions contained in the Original Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Supplemental Indenture as fully and with like effect as if set forth herein in full. The Trustee represents that it is duly authorized to execute and deliver this Supplemental Indenture and perform its obligations hereunder.

E-6

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

TARJETA NARANJA S.A.
By:
	Name:
	Title:
[NAME OF SUBSIDIARY GUARANTOR], as Subsidiary Guarantor
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON as Trustee
By:
	Name:
	Title:

E-7

EXHIBIT F

FORM OF GUARANTEE TO BE ANNEXED TO THE NOTES

GUARANTEE
OF
[SUBSIDIARY GUARANTOR]

For value received, [name of Subsidiary Guarantor] (including any successor Person under the Indenture (the “Indenture”) referred to in the Note to which this Guarantee is annexed, the “Subsidiary Guarantor”) hereby unconditionally guarantees, on a senior unsecured basis (such guarantee being referred to herein as the “Subsidiary Guarantee”):

(1) the full and punctual payment of the principal of and interest (including any Additional Amounts) on such Note when and as the same shall become due and payable, whether at Stated Maturity, upon declaration of acceleration or redemption or otherwise, all in accordance with and subject to the terms of such Note and of the Supplemental Indenture, dated as of the date hereof, to the Indenture to which the Subsidiary Guarantor is a party (the “Supplemental Indenture”), and all other amounts payable by the Company under the Indenture; and

(2) in case of the failure of the Company punctually to make any such payment, the Subsidiary Guarantor hereby agrees to pay or cause such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon declaration of acceleration or redemption or otherwise, and as if such payment were made by the Company.

This Subsidiary Guarantee shall be effective in accordance with the provisions of the Supplemental Indenture and its terms shall be evidenced therein. All terms used in this Subsidiary Guarantee that are defined in the Indenture or the Supplemental Indenture shall have the meanings assigned to them therein.

The obligations under this Subsidiary Guarantee are, to the extent and in the manner provided in the Supplemental Indenture and the Indenture, equal in right of payment with all other existing and future senior unsecured obligations of the Subsidiary Guarantor, subject to certain statutory preferences under applicable law.

No director, officer, employee, direct or indirect shareholder or incorporator, as such, of the Subsidiary Guarantor shall have any liability for any obligations of the Subsidiary Guarantor under this Subsidiary Guarantee or for any claim based on, in respect or by reason of such obligations or its creation.

This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes to which this Subsidiary Guarantee is annexed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

This Subsidiary Guarantee shall be governed by, and construed in accordance with, the law of the State of New York; provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Company, and matters relating to the legal requirements necessary in order for the Notes to qualify as “negotiable obligations” under Argentine law, shall be governed by the Negotiable Obligations Law and any other applicable Argentine laws and regulations.

F-1

[NAME OF SUBSIDIARY GUARANTOR]
By:
	Name:
	Title:

F-2

EX-4.8

Exhibit 4.8

EXECUTION COPY

INVESTMENT NUMBER 29759

GTLP Loan Agreement

between

BANCO DE GALICIA Y BUENOS AIRES S.A.

and

INTERNATIONAL FINANCE CORPORATION

Dated September 8, 2010

TABLE OF CONTENTS

Article/
Section	Item	Page No.
ARTICLE I			6
Definitions and Interpretation			6
Section 1.01.	General Definitions		6
Section 1.02.	Financial Calculations		18
Section 1.03.	Interpretation		18
Section 1.04.	Business Day Adjustment		19
ARTICLE II			19
The GTLP Facility			19
Section 2.01.	Amount and Purpose		19
Section 2.02.	Disbursement Procedure		19
Section 2.03.	Interest		20
Section 2.04.	Default Rate Interest		22
Section 2.05.	Repayment		23
Section 2.06.	Prepayment		23
Section 2.07.	Fees		24
Section 2.08.	Currency and Place of Payment		24
Section 2.09.	Allocation of Partial Payments		25
Section 2.10.	Increased Costs		25
Section 2.11.	Unwinding Costs		25
Section 2.12.	Taxes		25
Section 2.13.	Illegality of Participation		25
Section 2.14.	Expenses		26
ARTICLE III			26
Representations and Warranties			26
Section 3.01.	Representations and Warranties		26
Section 3.02.	IFC Reliance		28
ARTICLE IV			28
Conditions of Disbursement			28
Section 4.01.	Conditions of First Disbursement		28
Section 4.02.	Conditions of All Disbursements		29
Section 4.03.	Conditions for IFC Benefit		31

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Article/
Section	Item	Page No.
ARTICLE V			31
Particular Covenants			31
Section 5.01.	Affirmative Covenants		31
Section 5.02.	Negative Covenants		34
Section 5.03.	Financial Covenants		35
Section 5.04.	Reporting Requirements		36
Section 5.05.	Insurance		38
Section 5.06.	General Requirements Relating to Sub-loans		39
ARTICLE VI			40
Events of Default			40
Section 6.01.	Acceleration after Default		40
Section 6.02.	Events of Default		40
Section 6.03.	Bankruptcy		42
ARTICLE VII			42
Miscellaneous			42
Section 7.01.	Saving of Rights		42
Section 7.02.	Notices		42
Section 7.03.	English Language		43
Section 7.04.	Applicable Law and Jurisdiction		43
Section 7.05.	Disclosure of Information		45
Section 7.06.	Successors and Assignees		45
Section 7.07.	Amendments, Waivers and Consents		45
Section 7.08.	Counterparts		45

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Article/
Section	Item	Page No.
ANNEX A			47
INSURANCE REQUIREMENTS			47
ANNEX B			48
EXCLUSION LIST			48
ANNEX C			49
SANCTIONABLE PRACTICES			49
ANNEX D			52
IFC TRANCHE ELIGIBLE SUB-LOANS CRITERIA			52
ANNEX E			53
ESCASANY, AYERZA AND BRAUN FAMILY MEMBERS			53
SCHEDULE 1			54
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY			54
SCHEDULE 2			56
FORM OF REQUEST FOR DISBURSEMENT (LOAN)			56
SCHEDULE 3			58
FORM OF LOAN DISBURSEMENT RECEIPT			58
SCHEDULE 4			59
FORM OF SERVICE OF PROCESS LETTER			59
SCHEDULE 5			60
FORM OF PROMISSORY NOTE			60
SCHEDULE 6			61
FORM OF LETTER TO BORROWER’S AUDITORS			61
SCHEDULE 7			62
FORM OF INVESTMENT REPORT			62

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Article/
Section	Item	Page No.
SCHEDULE 8			63
FORM OF ELIGIBLE SUB-LOANS STATUS REPORT.			63
SCHEDULE 9			64
INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS			64
SCHEDULE 10			65
FORM OF PORTFOLIO REPORT			65
SCHEDULE 11			67
FORM OF S&E PERFORMANCE REPORT			67
SCHEDULE 12			72
SEMS PLAN			72

-v-

LOAN AGREEMENT

AGREEMENT, dated September 8, 2010, between BANCO DE GALICIA Y BUENOS AIRES S.A., a financial institution organized and existing under the laws of the Republic of Argentina (the “Borrower”), and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Argentina (“IFC”) acting also as Executing Entity for Trust Fund Nbr. TF071560.

ARTICLE I
Definitions and Interpretation

Section 1.01. Definitions. Wherever used in this Agreement, the following terms have the meanings opposite them:

“Accounting Standards” means International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis or the banking accounting standards of the Country;

“Adjusted Interest Rate Gap” means for any time period listed in the first column of the following chart (each, a “Time Period”), the result obtained by multiplying; (i) the Interest Rate Gap for such Time Period; by (ii) the weighting factor listed opposite such Time Period in the second column of the following chart:

Time Period	Weighting Factor
0 to and including 180 days		1.0	%
Greater than 180 days to and including 365 days		3.5	%
Greater than 1 year to and including 3 years		8.0	%
Greater than 3 years to and including 5 years		13.0	%
Greater than 5 years to and including 10 years		18.0	%
Greater than 10 years		20.0	%

“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person (where “control” means the power to direct the management or policies of a Person, directly or indirectly, provided that the direct or indirect ownership of twenty per cent (20%) or more of the voting share capital of a Person is deemed to constitute control of such Person, and “controlling” and “controlled” have corresponding meanings);

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“Aggregate Foreign Exchange Open Position” means the aggregate of all Foreign Exchange Open Positions of the Borrower;

“Aggregate Foreign Exchange Risk Ratio” means the result obtained by dividing: (i) the Aggregate Foreign Exchange Open Position; by (ii) Total Capital;

“Aggregate Interest Rate Risk Ratio” means the result obtained by dividing: (i) the aggregate of all Adjusted Interest Rate Gaps in all Time Periods; by (ii) Total Capital; it being understood that positive and negative Adjusted Interest Rate Gaps should be netted in such calculation;

“Aggregate Large Exposures Ratio” means the result obtained by dividing: (i) the aggregate of all Large Exposures; by (ii) Total Capital;

“Aggregate Negative Maturity Gap Ratio” means for Foreign Currencies and local currencies, the result obtained by dividing: (i) the aggregate of each Currency Maturity Gap which is a negative number; by (ii) Total Capital;

“Amended and Restated IFC Long-Term Loan Agreement” means the amended and restated long-term loan agreement dated as of April 27, 2004, executed and delivered, by and between the Borrower and IFC;

“Amended and Restated IFC Subordinated Loan Agreement” means the amended and restated subordinated loan agreement dated as of April 27, 2004, executed and delivered, by and between the Borrower and IFC;

“AML/CFT Officer” means a senior officer of the Borrower whose duties include oversight or supervision of the implementation and operation of, and compliance with, the Borrower’s anti-money laundering and combating the financing of terrorism (AML/CFT) policies, procedures and controls;

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including but not limited to any license, permit or other governmental Authorization imposing liability or setting standards of conduct concerning any environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards;

“Argentine Central Bank” means the Banco Central de la República Argentina;

“Auditors” means Price Waterhouse & Co. or such other firm that the Borrower appoints from time to time as its auditors pursuant to Section 5.01(c) (Affirmative Covenants);

“Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank);

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents;

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“Authorized Representative” means any natural person who is duly authorized by the Borrower to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Certificate of Incumbency and Authority most recently delivered by the Borrower to IFC;

“Banking Regulations” means the laws and regulations applicable to banking and financial institutions in the Country, including any rules, regulations and/or directives issued by the central bank or any Person exercising the functions of a central bank or that otherwise has authority to regulate the banking sector in the Country;

“Business Day” means a day when banks are open for business in New York, New York or, solely for the purpose of determining the applicable Interest Rate other than pursuant to Section 2.03 (f) (ii) (Interest), London, England;

“CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes;

“Capital Stock” with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity;

“Category A Activity” means any activity of an Eligible Sub-borrower which is likely to have significant adverse environmental impacts that are sensitive, diverse or unprecedented;

“Category A Client” has the meaning set forth in Section 5.01 (m) (Affirmative Covenants);

“Certificate of Incumbency and Authority” means a certificate provided to IFC by the Borrower in the form of Schedule 1;

“Change of Control” any of the following: (i) any Person, other than one (1) or more of the Escasany, Ayerza and Braun Family Members, (A) Controls or (B) owns, jointly or severally, directly or indirectly, any of the Capital Stock or any of the Voting Stock of EBA Holding S.A., (ii) the failure of EBA Holding S.A. to (A) Control and (B) own Voting Stock which (except for those matters for which class “A” shares of Grupo Galicia have the right to only one (1) vote) has the right to at least fifty-nine point forty-two percent (59.42%) of the total votes at shareholders meetings of Grupo Galicia, provided that such percentage may be reduced (without constituting a “Change of Control”) to a percentage of Voting Stock which (except for those matters for which class “A” shares of Grupo Galicia have the right to only one (1) vote) has the right to cast a majority of the votes at shareholders meetings of Grupo Galicia in the event that Grupo Galicia issues equity securities by reason of any transaction not prohibited under the terms of this Agreement or any Transaction Document (including, without limitation, the issuance of equity by the Borrower), and/or (iii) the failure of Grupo Galicia to (A) Control the Borrower and (B) to own at least ninety-three percent (93%) of the Capital Stock and Voting Stock of the Borrower; provided that such percentage may be reduced (without constituting a “Change of Control”) to sixty-five percent (65%) of the Capital Stock and Voting Stock of the Borrower in the event that the Borrower issues equity securities by reason of any transaction not prohibited under the terms of this Agreement or any of the Transaction Documents (including, without limitation, the issuance of equity by the Borrower);

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“Charter” means, with respect to the Borrower, the estatutos;

“Coercive Practice” has the meaning assigned to it in Annex C;

“Collection Account” has the meaning ascribed to the term defined and referred to in Spanish as “Cuenta de Cobro” in the Security Documents;

“Collusive Practice” has the meaning assigned to it in Annex C;

“Consolidated” or “Consolidated Basis” means with respect to any financial statements to be provided, or any financial calculation to be made, under or for the purposes of this Agreement the method referred to in Section 1.02 (c) (Financial Calculations); and the entities whose accounts are to be consolidated with the accounts of the Borrower are all the Subsidiaries of the Borrower;

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of Voting Stock, by contract or otherwise, and the verb “Control” and the terms “Controlling” and “Controlled” have the meanings correlative to the foregoing; provided that any controller (veedor) appointed by the Central Bank to oversee the operations of the Borrower shall not be construed as “Controlling” the direction of the management and/or policies of the Borrower;

“Corrupt Practice” has the meaning assigned to it in Annex C;

“Country” means the Republic of Argentina;

“Currency Maturity Gap” means for assets and liabilities denominated in the same currency, the difference between: (i) the aggregate of all on- and off-balance sheet assets maturing within ninety (90) days; and (ii) the aggregate of all on- and off-balance sheet liabilities maturing within ninety (90) days;

“Directly Export Oriented SME” means any SME with direct exports in the agribusiness sector;

“Disbursement” means any disbursement of the GTLP Facility;

“Dollars” and “$” means the lawful currency of the United States of America;

“Economic Group” means, with respect to any Person, all Persons that are Affiliates, Related Parties or Linked Parties of such Person;

“Economic Group Exposure Ratio” means, the result obtained by dividing: (i) the Exposure of the Borrower to any Person or Economic Group; by (ii) Total Capital;

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“Eligible Sub-borrower” means any SME which: (i) is at least majority privately owned, i.e., with participation in its voting and non-voting capital by public sector entities not exceeding forty-nine per cent (49%); (ii) has annual sales of less than sixty million Dollars ($60,000,000) equivalent; (iii) is not a Related Party or an Affiliate of the Borrower; (iv) conducts its business and operations primarily in the Country; (v) in case of primary agricultural farmers, it owns land; (vi) is either a Directly Export Oriented SME or an Indirectly Export Oriented SME; (vii) complies with the environmental requirements of the Country; and (viii) is not primarily engaged in any of the activities on the Exclusion List;

“Eligible Sub-loan” means any loan which is made by the Borrower to an Eligible Sub-borrower which meets all of the following criteria: (i) is denominated in Dollars; (ii) has a principal amount not exceeding two million Dollars ($2,000,000) equivalent; (iii) is evidenced by an agreement containing such provisions as would enable the Borrower to comply with the requirements set out in this Agreement; (iv) is secured through a first-ranking mortgage (hipoteca) over real estate property and/or, in the case of loans granted for the acquisition of agricultural machinery equipment, first-ranking chattel mortgage (prenda con registro) over acquired equipment, for the sole and exclusive benefit of the Borrower, or any other collateral structure acceptable to IFC in its sole discretion; (v) proceeds thereof are not applied towards financing activities listed in the Exclusion List; (vi) its grace period, amortization schedule, interest, interest payment dates and final maturity provisions match those set forth in this Agreement in order to comply with all relevant Security Documents, provided that, with respect to IFC Tranche Eligible Sub-loans, the grace period thereof will be larger than that of the last IFC Tranche Eligible Sub-loans, as grace periods will need to match the grace period of the IFC Tranche, and will decrease accordingly depending on the timing of disbursements of the respective Eligible Sub-loans; and (vii) is approved in full compliance with the Borrower’s internal credit underwriting policies and standards;

“Eligible Sub-loan Documents” means all and each of the agreements and/or documents and/or instruments (including, without limitation, promissory notes, pagarés, or any other kind of similar instruments) evidencing, relating to, and/or in connection with, all and each of the Eligible Sub-loans and the associated collateral securing the obligations of the respective Eligible Sub-borrowers in connection therewith;

“Eligible Sub-loan Program” means a program for the origination and/or acquisition of certain discrete amounts of Eligible Sub-loans, to IFC’s satisfaction, with respect to which a Disbursement under the GTLP Facility is requested by the Borrower;

“Eligible Sub-loans Status Report” means, for all of the Eligible Sub-loans pledged by the Borrower to IFC pursuant to the Security Documents, a report provided to IFC by the Borrower in the form attached hereto as Schedule 8;

“Equity to Assets Ratio” means the result obtained by dividing: (i) Shareholders’ Equity; by (ii) Total Assets;

“Escasany, Ayerza and Braun Family Members” means any members of the Escasany, Ayerza and Braun families who are holders of Class “A” Shares of EBA Holding S.A., or their heirs, descendants and spouses who receive shares as a result of dissolution of marriage, which holders of Class “A” Shares and the Fundación Banco de Galicia y Buenos Aires S.A. are (to the extent applicable) identified in the shareholders’ meeting minutes, Number 1 of EBA Holding S.A. dated October 12, 1999, and registered before the Registro Público de Comercio under number 18,036, Libro VIII, Tomo de Sociedades por Acciones, Número Correlativo IGJ 1670663, the names of which are identified in Annex E;

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“Event of Default” means any one of the events specified in Section 6.02 (Events of Default);

“Exclusion List” means the list of prohibited activities set forth in Annex B;

“Exposure” means with respect to any Person or Economic Group, the aggregate of all on-balance sheet assets (including equity) and off-balance sheet commitments and contingencies of the Borrower to such Person or Economic Group, less any related cash collateral; provided, however, that any on-balance sheet assets (including equity), or off-balance sheet commitments or contingencies to the Argentine Central Bank denominated in Pesos shall not be included in the calculation of the Exposure of the Borrower to such Person or Economic Group;

“Facility Currency” means Dollars;

“Financial Year” means the accounting year of the Borrower commencing each year on January 1 and ending on the following December 31, or such other period as the Borrower, with IFC’s consent, from time to time designates as its accounting year;

“Fixed Assets Plus Equity Investments Ratio” means the result obtained by dividing: (i) the aggregate of net fixed assets and equity investments, less (A) equity investments in unconsolidated banking and financial subsidiary companies, and (B) equity investments in other banks and financial institutions; by (ii) Total Capital;

“Foreign Currency” means any currency other than Pesos;

“Foreign Currency Maturity Gap Ratio” means for each Foreign Currency representing more than five per cent (5%) of the Borrower’s assets, the result obtained by dividing: (i) the Currency Maturity Gap; by (ii) Total Capital;

“Foreign Exchange Open Position” means with respect to any Foreign Currency, the absolute difference between assets and liabilities in that Foreign Currency, after giving effect to all Qualifying Off-Balance Sheet Hedges;

“Fraudulent Practice” has the meaning assigned to it in Annex C;

“Grupo Galicia” means Grupo Financiero Galicia S.A., a corporation organized and validly existing under the laws of the Country;

“GTLP Facility” means the facility specified in Section 2.01 (a) (Amount and Purpose) or, as the context requires, its principal amount from time to time outstanding;

“IFC Exposure” means with respect to any Person or Economic Group, the aggregate of all on-balance sheet assets (including equity) and off-balance sheet commitments and contingencies of the IFC to such Person or Economic Group, less any related cash collateral; provided, however, that any on-balance sheet assets (including equity), or off-balance sheet commitments or contingencies to the Argentine Central Bank denominated in Pesos shall not be included in the calculation of the IFC Exposure to such Person or Economic Group;

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“IFC Tranche” has the meaning ascribed thereto in Section 2.01(a)(i) (Amount and Purpose);

“IFC Tranche Eligible Sub-loans” has the meaning ascribed thereto in Section 2.01(b)(1) (Amount and Purpose);

“IFC Tranche Interest Rate” means for any Interest Period, the rate at which interest is payable on the IFC Tranche during that Interest Period, determined in accordance with Section 2.03 (Interest);

“Increased Costs” means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to, IFC, or any Participant in connection with the making or maintaining of the GTLP Facility or its Participation that result from:

(i) any change in any applicable law or regulation or directive (whether or not having force of law) or in its interpretation or application by any Authority charged with its administration; or

(ii) compliance with any request from, or requirement of, any central bank or other monetary or other Authority;

which, in either case, after the date of this Agreement: (A) imposes, modifies or makes applicable any reserve, special deposit or similar requirements against assets held by, or deposits with or for the account of, or loans made by, IFC or that Participant; (B) imposes a cost on IFC as a result of IFC having made the GTLP Facility or on that Participant as a result of that participant having acquired its Participation reduces the rate of return on the overall capital of IFC or that Participant that it would have achieved, had IFC not made the GTLP Facility or that Participant not acquired its Participation, (C) changes the basis of taxation on payments received by IFC in respect of the GTLP Facility or by that Participant with respect to its Participation (otherwise than by a change in taxation of the overall net income of IFC or that Participant imposed by the jurisdiction of its incorporation or in which it books its Participation or in any political subdivision of any such jurisdiction); or (D) imposes on IFC or on that Participant any other condition regarding the making or maintaining of the GTLP Facility or that Participant’s Participation in the GTLP Facility; but excluding any incremental costs of making or maintaining a Participation that are a direct result of that participant having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that permanent office or establishment acquires that Participation;

“Increased Costs Certificate” means a certificate provided from time to time by IFC (based on a certificate to IFC from any Participant) certifying: (i) the circumstances giving rise to the Increased Costs; (ii) that the costs of IFC or, as the case may be, that Participant have increased or the rate of return of either of them has been reduced; (iii) that, IFC or, as the case may be, that Participant has, in its opinion, exercised reasonable efforts to minimize or eliminate the relevant increase or reduction, and (iv) the amount of Increased Costs;

“Indirectly Export Oriented SME” means any SME operating in agribusiness indirectly export oriented sectors, being the following considered “indirectly” export oriented sectors: (i) primary agricultural and cattle raising, (ii) agricultural service and input providers, and (ii) acquisition of agricultural machinery equipment;

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“Interest Determination Date” means, except as otherwise provided in Section 2.03(f)(ii) (Interest), the second Business Day before the beginning of each Interest Period;

“Interest Payment Date” means June 15 and December 15 in each year;

“Interest Period” means each period of six (6) months beginning on an Interest Payment Date and ending on the day immediately before the next following Interest Payment Date, except in the case of the first period applicable to each Disbursement when it means the period beginning on the date on which that Disbursement is made and ending on the day immediately before the next following Interest Payment Date;

“Interest Rate” means, indistinctively, the IFC Tranche Interest Rate and the Parallel Tranche Interest Rate;

“Interest Rate Gap” means for any Time Period, the difference between: (i) on- and off-balance sheet assets repricing or maturing in such Time Period, and (ii) on- and off-balance sheet liabilities maturing or repricing in such Time Period;

“Interest Rate Risk Ratio” means for each Time Period, the result obtained by dividing: (i) the Adjusted Interest Rate Gap for such Time Period; by (ii) Total Capital;

“Investment Report” a report in the form attached hereto as Schedule 7;

“Large Exposure” means with respect to any Person or Economic Group, the Exposure of the Borrower to such Person or Economic Group which is in excess of ten per cent (10%) of Total Capital;

“Liability” or “Liabilities” means with respect to any Person, the aggregate of all obligations (actual or contingent) of such Person to pay or repay money;

“LIBOR” means the British Bankers’ Association (“BBA”) interbank offered rates for deposits in the Facility Currency which appear on the relevant page of the Reuters Service (currently Reuters Screen LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg Financial Markets Service) that displays such BBA rates; provided that if BBA for any reason ceases (whether permanently or temporarily) to publish interbank offered rates for deposits in the Facility Currency, “LIBOR” shall mean the rate determined pursuant to Section 2.03 (f) (Interest);

“Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law;

“Linked Party” means with respect to any Person (“Person A”), each of the following: (i) each other Person who has received a loan or other extension of credit from the Borrower and has provided proceeds of any loan or extension of credit or assets purchased with the proceeds of any loan or extension of credit to Person A in a transaction that is not an arm’s length arrangement; or (ii)each other Person who has received a loan or other extension of credit from the Borrower and has a financial interest in a common enterprise with Person A, where a common enterprise is deemed to exist when the expected source of repayment is the same for their respective loans or extensions of credit and neither Person A nor the other Person has another source of income from which the loan and such Person’s other financial obligations may be fully repaid; and it is understood that an employer will be treated as the source of repayment for credit to an employee of such employer under this clause (ii) so that any employee shall be considered a Linked Party of its employer if such employer has received a loan or other extension of credit from the Borrower;

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“Long-term Debt” means that part of the Liabilities of the Borrower whose final maturity falls due more than one year after the date it is incurred (including the current maturities thereof);

“Market Disruption Event” means that, before the close of business in London on the Interest Determination Date for the relevant Interest Period, the cost to IFC or Participants whose Participations in the GTLP Facility represent in the aggregate thirty per cent (30%) or more of the outstanding principal amount of the GTLP Facility (as notified to IFC by such Participants) of funding the GTLP Facility or such Participations (as applicable) would be in excess of LIBOR;

“Material Adverse Effect” means a material adverse effect on: (i) the Borrower, its assets or properties; (ii) the Borrower’s business prospects or financial condition; (iii) the implementation of, or the carrying on of, the Borrower’s business or operations; or (iv) the ability of the Borrower to comply with its obligations under this Agreement or under any other Transaction Document to which the Borrower is a party;

“Net Fixed Assets” means with respect to the Borrower, (i) property and equipment, (ii) sundry goods, (iii) expenses in organization and research, and (iv) goodwill; net of depreciation, accumulated amortizations, and provisions;

“Note” has the meaning ascribed thereto in Section 2.02 (c) (Disbursement Procedure);

“Obstructive Practice” has the meaning assigned to it in Annex C;

“Open Credit Exposures Ratio” means the result obtained by dividing: (i) Problem Exposures less total provisions; by (ii) Total Capital;

“Parallel Tranche” has the meaning ascribed thereto in Section 2.01(a)(ii) (Amount and Purpose);

“Parallel Tranche Eligible Sub-loans” has the meaning ascribed thereto in Section 2.01(b)(2) (Amount and Purpose);

“Parallel Tranche Interest Rate” means for any Interest Period, the rate at which interest is payable on the Parallel Tranche during that Interest Period, determined in accordance with Section 2.03 (Interest);

“Participant” means any Person who acquires a Participation in the GTLP Facility;

“Participation” means a participating interest in the GTLP Facility, or as the context requires, in any Disbursement;

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“Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated April 30, 2006, copies of which are available publicly on the IFC website at http://www.ifc.org/ifcext/enviro.nsf/Content/EnvSocStandards;

“Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

“Pesos” and “AR$” means the lawful currency of the Country;

“Potential Event of Default” means any event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default;

“Problem Exposures” means the aggregate of: (i) Exposures where any portion of such Exposures are, on non-accrual status, ninety (90) days or more in arrears, or for which there is otherwise doubt that payments will be made in full; (ii) Exposures where any portion of such Exposures have been restructured within the past twelve (12) months; (iii) assets received in lieu of payment (including, but not limited to, real estate and equity shares); and (iv) claims on other Persons that are unreconciled, unsettled or otherwise unresolved for ninety (90) days or longer;

“Qualifying Off-Balance Sheet Hedges” means hedging instruments with regulated banks rated investment grade on the national scale by any of Standard & Poor’s, Moody’s Investors Service or Fitch Ratings, Ltd.;

“Related Party” means with respect to any Person, each of the following: (i) each member of such Person’s board of directors, supervisory board or equivalent body; (ii) each member of such Person’s senior management; (iii) each Person holding, directly or indirectly, more than five per cent (5%) of the voting or non-voting share capital of such Person; (iv) each of the parents, children and siblings of the Persons falling under clauses (i) through (iii) above; (v) each of the spouses of the Persons falling under clauses (i) through (iv) above; and (vi) each of the Affiliates and Linked Parties of the Persons falling under clauses (i) through (v) above;

“Related Party Exposure Ratio” means the result obtained by dividing: (i) the Exposure of the Borrower to all Related Parties, Affiliates and Linked Parties of the Borrower, less any Exposure of the Borrower to any wholly owned operating Subsidiary of the Borrower involved in leasing, factoring, consumer finance, mortgage finance, or merchant/investment banking; by (ii) Total Capital;

“Relevant Financing Operations” means the on-lending operations of the Borrower financed by the GTLP Facility;

“Relevant Spread” means, collectively, the Relevant Spread for the IFC Tranche and the Relevant Spread for the Parallel Tranche;

“Relevant Spread for the IFC Tranche” means 4.25% per annum;

“Relevant Spread for the Parallel Tranche” means 4.00% per annum;

“Restructured IFC Loan Agreements” means, collectively, (i) the Amended and Restated IFC Long-Term Loan Agreement, and (ii) the Amended and Restated IFC Subordinated Loan Agreement;

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“Restructured IFC Loans” means, collectively, all and each of the restructured loans from IFC to the Borrower provided for in the Restructured IFC Loan Agreements;

“Risk Weighted Assets” means, with respect to the Borrower, the amount computed in accordance with the Argentine Central Bank regulations prevailing as of the date of this Agreement;

“Risk Weighted Capital Adequacy Ratio” means the result obtained by dividing: (i) Total Capital; by (ii) Risk Weighted Assets;

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex C;

“Security” the security created by or pursuant to the Security Documents to secure all amounts owing by the Borrower to IFC under this Agreement and the Transaction Documents;

“Security Documents” the documents providing for the Security, consisting of (i) a first-ranking credit pledge (prenda de créditos) over all and each of the IFC Tranche Eligible Sub-loans to secure the Borrower’s obligations with respect to the IFC Tranche; (i) a first-ranking credit pledge (prenda de créditos) over all and each of the Parallel Tranche Eligible Sub-loans to secure the Borrower’s obligations with respect to the Parallel Tranche, in both cases including, without limitation, all and each of the respective Eligible Sub-loan Documents, for the sole and exclusive benefit of IFC, provided that the GTLP Facility will be structured to be a self-liquidating transaction, whereby the financing terms of the respective Tranche of the GTLP Facility and the financing terms of the IFC Tranche Eligible Sub-loans or the Parallel Tranche Eligible Sub-loans, as the case may be, will match in a way so that all proceeds out of Eligible Sub-loans’ repayment will be directly passed through to an IFC account for purposes of further payments to IFC of amounts owed under the GTLP Facility; and (iii) all and any other document, instrument and/or agreement relating to, and/or in connection with, any of the foregoing (including, without limitation, documents providing for the administration and management of the pledged Eligible Sub-loans);

“Security-to-Loan Ratio” means, on any relevant date of calculation, the result obtained by dividing (A) the sum of (i) the aggregate principal amount outstanding owed as of such date by the Eligible Sub-borrowers under the Eligible Sub-loans in respect of which the Security has been created and fully perfected as of such date plus (ii) the aggregate amount of all cash deposited and credited into the Collection Account as of such date; by (B) the aggregate principal amount outstanding owed by the Borrower to IFC under this Agreement as of such date;

“SEMS Officer” means a senior officer of the Borrower to be responsible for administration and oversight of the S&E Management System, initially appointed in accordance with Section 4.01 (j) (Conditions of First Disbursement);

“SEMS Plan” means the plan set forth in Schedule 12, setting forth in reasonable detail the specific measures, modifications and enhancements to be implemented by the Borrower in respect of the S&E Management System;

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“Significant Subsidiary” any Subsidiary of the Borrower in which the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds five per cent (5%) of the total assets of the Borrower and its Subsidiaries consolidated as of the end of the most recently completed Fiscal Year; provided that such percentage shall be eleven per cent (11%) in the case of Subsidiaries not organized under the laws of the Country;

“SME” means small and medium-sized enterprises, incorporated in the Country and active in the agribusiness sector;

"S&E Management System” means the social and environmental management system of the Borrower, as implemented and/or in effect from time to time, that enables the Borrower to identify, assess and manage the social and environmental risks in respect of the Relevant Financing Operations in accordance with the S&E Requirements;

“S&E Performance Report” means a written report prepared by the Borrower, substantially in the form of Schedule 11, evaluating the social and environmental performance of Eligible Sub-borrowers for the previous fiscal year, describing in reasonable detail (i) implementation and operation of the S&E Management System and (ii) the environmental and social performance of the Eligible Sub-borrowers;

“S&E Requirements” means the social and environmental obligations to be undertaken by the Eligible Sub-borrowers to ensure compliance with: (i) the Exclusion List; (ii) Applicable S&E Laws; (iii) the Performance Standards, and (iv) any other requirements established by the S&E Management System;

“Shareholders Equity” means total equity as calculated under the Accounting Standards;

“Shell Bank” means a bank incorporated in a jurisdiction in which it has no physical presence and which is not an Affiliate of a regulated (i) bank or (ii) financial group;

“Single Currency Foreign Exchange Risk Ratio” means for each Foreign Currency, the result obtained by dividing: (i) the Foreign Exchange Open Position; by (ii) Total Capital;

“Subsidiary” means, with respect to any Person, any entity over 50% of whose capital is owned, directly or indirectly, by that Person; or for which that Person may nominate or appoint a majority of the members of the board of directors or persons performing similar functions; or which is otherwise effectively controlled by that Person;

“Taxes” means any present or future taxes, withholding obligations, duties and other charges of whatever nature levied by any Authority;

“Time Period” has the meaning set forth in the definition of Adjusted Interest Rate Gap;

“Total Assets” means total assets, as calculated under the Accounting Standards;

“Total Capital” means the Borrower’s “Responsabilidad Patrimonial Computable” as defined by the Argentine Central Bank regulations prevailing as of the date of this Agreement;

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“Tranche” means, indistinctively, the IFC Tranche or the Parallel Tranche;

“Transaction Documents” means (i) this Agreement; (ii) the Security Documents; and (iii) all and any agreement, documents and/or instruments relating to, and/or in connection with, the above referred documents and agreements;

“Voting Stock” means with respect to a Subsidiary or an Affiliate, any stock of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person; provided that for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered Voting Stock, whether or not such event shall have happened; and

“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

Section 1.02. Financial Calculations. (a) All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to IFC under Section 5.04 (a) (Reporting Requirements).

(b) Where quarterly financial statements from the last quarter of a Financial Year are used for the purpose of making certain financial calculations then, at IFC’s option, those calculations may instead be made from the audited financial statements for such Financial Year.

(c) If a financial calculation is to be made under or for the purposes of this Agreement or any other Transaction Document on a Consolidated Basis, that calculation shall be made by reference to the sum of all amounts of similar nature reported in the relevant financial statements of each of the entities whose accounts are to be consolidated with the accounts of the Borrower plus or minus the consolidation adjustments customarily applied to avoid double counting of transactions among any of those entities, including the Borrower.

Section 1.03. Interpretation. In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

(c) words importing the singular include the plural and vice versa;

(d) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement;

(e) a reference to a party to any document includes that party’s successors and permitted assigns.

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Section 1.04. Business Day Adjustment. (a) When an Interest Payment Date is not a Business Day, then such Interest Payment Date shall be automatically changed to the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

(b) When the day on or by which a payment (other than a payment of principal or interest) is due to be made is not a Business Day, that payment shall be made on or by the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

ARTICLE II

The GTLP Facility

Section 2.01. Amount and Purpose. (a) Subject to the provisions of this Agreement, IFC agrees to establish a line of credit (the “GTLP Facility”) in favor of the Borrower, made of up to two (2) facility tranches, as follows: (i) a tranche to be applied exclusively towards origination of a pool of Dollar-denominated long-term loans to Eligible Sub-borrowers in an amount of up to twenty million Dollars ($20,000,000.00) (the “IFC Tranche”); and (ii) a tranche to be applied exclusively towards origination of a pool of Dollar-denominated short-term and medium-term loans to Eligible Sub-borrowers in an amount of up to twenty million Dollars ($20,000,000.00) (the “Parallel Tranche”).

(b) The purpose of the GTLP Facility is to provide the Borrower with a credit line to be used exclusively to originate (1) with funds out of the IFC Tranche, a pool of Eligible Sub-loans with a sustainability component aimed at (y) reducing the environmental impact of agribusiness practices through waste-recycling and (z) improving the efficiency of limited resources use, as detailed in Annex D (collectively, the “IFC Tranche Eligible Sub-loans”); and (2) with funds out of the Parallel Tranche, a pool of Eligible Sub-loans to finance capital expenditure programs, expansion capacity, or any combination thereof (collectively, the “Parallel Tranche Eligible Sub-loans”), all of the foregoing under any relevant Eligible Sub-loan Program; provided that, (i) except as provided in (ii) below, the maximum aggregate exposure per Eligible Sub-borrower (taking into account, for avoidance of any doubt, IFC Tranche Eligible Sub-loans and Parallel Tranche Eligible Sub-loans) shall never exceed two million Dollars ($2,000,000), (ii) at any time from time to time, no more than three (3) Eligible Sub-borrowers will be allowed to hold both, an IFC Tranche Eligible Sub-loan and a Parallel Tranche Eligible Sub-loan for a maximum aggregate amount, per Eligible Sub-borrower, not exceeding four million Dollars ($4,000,000), and (iii) at least fifty per cent (50%) of the aggregate amount of the Eligible Sub-loans shall be represented by Eligible Sub-loans granted to Eligible Sub-borrowers with annual sales below twenty-five million Dollars ($25,000,000).

Section 2.02. Disbursement Procedure. (a) The Borrower may request Disbursements under each Tranche by delivering to IFC, at least ten (10) Business Days prior to the proposed date of Disbursement, a Disbursement request substantially in the form of Schedule 2. Each Disbursement shall be made by IFC at a bank in New York, New York for further credit to the Borrower’s account at a bank in the Country, or any other place acceptable to IFC, all as specified by the Borrower in the relevant Disbursement request. Each Disbursement (other than the last one) shall be made in an amount of not less than five million Dollars ($5,000,000), provided, however, that the first Disbursement may be made in an amount of less than five million Dollars ($5,000,000) but shall, in any such case, be made in an amount equal to, or greater than, two million Dollars ($2,000,000).

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(b) The Borrower shall deliver to IFC a receipt, substantially in the form of Schedule 3, within five (5) Business Days following each Disbursement, together with an Investment Report, in a form reasonably satisfactory to IFC, for each Eligible Sub-loan Program for which the funds requested to be disbursed will be used.

(c) Each Disbursement shall be evidenced by a non-endorsable promissory note (pagaré), payable on demand, for the aggregate principal amount of such Disbursement (each such promissory note, a “Note”), which shall be issued and delivered by the Borrower, in the form attached hereto as of Schedule 5, to secure its payment obligations hereunder.

(d) The issuance of any of the Notes provided for hereunder is not intended to, and shall hence not, constitute a novation of any of the Borrower’s obligations hereunder or under any of the other Transaction Documents, as the case may be.

(e) IFC may, by notice to the Borrower, suspend the right of the Borrower to Disbursements or cancel the undisbursed portion of each Tranche in whole or in part: (i) if the first Disbursement has not been made by (y) March 8, 2011, for Disbursements under the IFC Tranche; or (z) November 8, 2010, for Disbursements under the Parallel Tranche; (ii) if any Event of Default has occurred and is continuing or if the Event of Default specified in Section 6.02(d) (Events of Default) is, in the reasonable opinion of IFC, imminent; (iii) if any event or condition has occurred which has or can reasonably be expected to have a Material Adverse Effect; or (iv) on or after (y) March 8, 2012, for Disbursements under the IFC Tranche; or (z) March 8, 2011, for Disbursements under the Parallel Tranche. Upon any cancellation, the Borrower shall, subject to subsection (e) of this Section 2.02, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to the date of that cancellation.

(f) The Borrower may, by notice to IFC, irrevocably request IFC to cancel the undisbursed portion of the GTLP Facility on the date specified in that notice (which shall be a date not earlier than 30 days after the date of that notice) provided that, subject to subsection (g) of this Section 2.02, IFC has received all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to such specified date.

(g) In the case of partial cancellation of the GTLP Facility pursuant to subsection (e) or (f) of this Section 2.02, interest on the amount then outstanding of the GTLP Facility remains payable as provided in Section 2.03 (Interest).

(h) Any portion of the GTLP Facility that is cancelled under this Section 2.02 may not be reinstated or disbursed.

Section 2.03. Interest. (a) Subject to the provisions of Section 2.04 (Default Rate Interest), the Borrower shall pay interest on each Tranche of the GTLP Facility in accordance with this Section 2.03.

(b) During each Interest Period, each Tranche of the GTLP Facility (or, with respect to the first Interest Period for each Disbursement, the amount of that Disbursement) shall bear interest at the applicable Interest Rate for that Interest Period.

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(c) Interest on each Tranche of the GTLP Facility shall accrue from day to day, be prorated on the basis of a 360-day year for the actual number of days in the relevant Interest Period and be payable in arrears on the Interest Payment Date immediately following the end of that Interest Period; provided that with respect to any Disbursement made less than 15 days before an Interest Payment Date, interest on that Disbursement shall be payable commencing on the second Interest Payment Date following the date of that Disbursement.

(d) The IFC Tranche Interest Rate for any Interest Period shall be the rate which is the sum of:

(i)	the Relevant Spread for the IFC Tranche; and
(ii)	LIBOR on the Interest Determination Date for that Interest Period for six (6) months (or, in the case of the first Interest Period for any Disbursement, for 1 month, 2 months, 3 months or 6 months, whichever period is closest to the duration of the relevant Interest Period (or, if two periods are equally close, the longer one)) rounded upward to the nearest three decimal places.

(e) The Parallel Tranche Interest Rate for any Interest Period shall be the rate which is the sum of:

(i)	the Relevant Spread for the Parallel Tranche; and
(ii)	LIBOR on the Interest Determination Date for that Interest Period for six (6) months (or, in the case of the first Interest Period for any Disbursement, for 1 month, 2 months, 3 months or 6 months, whichever period is closest to the duration of the relevant Interest Period (or, if two periods are equally close, the longer one)) rounded upward to the nearest three decimal places.

(f) If, for any Interest Period, IFC cannot determine LIBOR by reference to the Reuters Service or any other service that displays BBA rates, IFC shall notify the Borrower and shall instead determine LIBOR:

(i) on the second Business Day before the beginning of the relevant Interest Period by calculating the arithmetic mean (rounded upward to the nearest three decimal places) of the offered rates advised to IFC on or around 11:00 a.m., London time, for deposits in the Facility Currency and otherwise in accordance with Sections 2.03 (d) (ii) or (e) (ii), by any 4 major banks active in the Facility Currency in the London interbank market, selected by IFC; provided that if less than four quotations are received, IFC may rely on the quotations so received if not less than 2; or

(ii) if less than 2 quotations are received from the banks in London in accordance with subsection (i) above, on the first day of the relevant Interest Period, by calculating the arithmetic mean (rounded upward to the nearest three decimal places) of the offered rates advised to IFC on or around 11:00 a.m., New York time, for loans in the Facility Currency and otherwise in accordance with Sections 2.03 (d) (ii) or (e) (ii), by a major bank or banks in New York, New York selected by IFC.

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(g) Subject to any alternative basis agreed as contemplated by Section 2.03(h) below, if a Market Disruption Event occurs in relation to all or any part of the GTLP Facility for any Interest Period, IFC shall promptly notify the Borrower of such event and the relevant Interest Rate for the relevant portion of the GTLP Facility for that Interest Period shall be the rate which is the sum of:

(i)

the Relevant Spread; and

(ii)

either (A) the rate which expresses as a percentage rate per annum the cost to IFC (or the relevant Participant, as notified to IFC as soon as practicable and in any event not later than the close of business on the first day of the relevant Interest Period) of funding the GTLP Facility or its Participation (as applicable) from whatever source it may reasonably select or (B) at the option of IFC (or any such Participant, as applicable), LIBOR for the relevant period as determined in accordance with Sections 2.03(d)(ii) or (e)(ii) above;

(h) (i) If a Market Disruption Event occurs in relation to the GTLP Facility and IFC or the Borrower so requires, within 5 Business Days of the notification by IFC pursuant to Section 2.03(g) above, IFC and the Borrower shall enter into good faith negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest applicable to the GTLP Facility.

(ii)	Any alternative basis agreed pursuant to sub-paragraph (i) above shall take effect in accordance with its terms and be binding on each party hereto.
(iii)	If agreement cannot be reached, the Borrower may prepay the relevant portion of the GTLP Facility in accordance with Section 2.06 (a) but without any prepayment premium.

(i) On each Interest Determination Date for any Interest Period, IFC shall determine the Interest Rate applicable to that Interest Period and promptly notify the Borrower of that rate.

(j) The determination by IFC, from time to time, of the applicable Interest Rate shall be final and conclusive and bind the Borrower (unless the Borrower shows to IFC’s satisfaction that the determination involves manifest error).

Section 2.04. Default Rate Interest. (a) Without limiting the remedies available to IFC under this Agreement or otherwise (and to the maximum extent permitted by applicable law), if the Borrower fails to make any payment of principal or interest (including interest payable pursuant to this Section) or any other payment provided for in Section 2.07 (Fees) when due as specified in this Agreement (whether at stated maturity or upon acceleration), the Borrower shall pay interest on the amount of that payment due and unpaid at the rate which shall be the sum of two per cent (2%) per annum and the Interest Rate in effect from time to time.

(b) Interest at the rate referred to in Section 2.04 (a) shall accrue from the date on which payment of the relevant overdue amount became due until the date of actual payment of that amount (as well after as before judgment), and shall be payable on demand or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

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Section 2.05. Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the IFC Tranche in eight (8) equal, consecutive semi-annual installments on the following Interest Payment Dates and in the following amounts:

Interest Payment Date	Principal Amount Due
December 15, 2011	$	2,500,000.00
June 15, 2012	$	2,500,000.00
December 15, 2012	$	2,500,000.00
June 15, 2013	$	2,500,000.00
December 15, 2013	$	2,500,000.00
June 15, 2014	$	2,500,000.00
December 15, 2014	$	2,500,000.00
June 15, 2015	$	2,500,000.00

(b) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the Parallel Tranche in six (6) equal, consecutive semi-annual installments on the following Interest Payment Dates and in the following amounts:

Interest Payment Date	Principal Amount Due
December 15, 2010	$	3,333,333.33
June 15, 2011	$	3,333,333.33
December 15, 2011	$	3,333,333.33
June 15, 2012	$	3,333,333.33
December 15, 2012	$	3,333,333.33
June 15, 2013	$	3,333,333.35

(c) Upon each Disbursement, the amount disbursed shall be allocated for repayment on each of the respective dates for repayment of principal set out in the respective table in Sections 2.05 (a) and (b) in amounts which are pro rata to the amounts of the respective installments shown opposite those dates in that table (with IFC adjusting those allocations as necessary so as to achieve whole numbers in each case).

(d) Any principal amount of the GTLP Facility repaid under this Agreement may not be re-borrowed.

Section 2.06. Prepayment. (a) Without prejudice to Section 2.10 (Increased Costs), the Borrower may prepay on any Interest Payment Date all or any part of any Tranche of the GTLP Facility, on not less than thirty (30) days’ prior notice to IFC, but only if, simultaneously with the prepayment, the Borrower pays all accrued interest on the amount of the Tranche to be prepaid, together with all amounts payable under Section 2.11 (Unwinding Costs) and a prepayment premium equal to two per cent (2%) of the amount to be prepaid for each full year from the date of prepayment to the final maturity of the Tranche being prepaid (for any period less than one (1) year, the premium shall be pro-rated on the basis of a 360-day year for the actual number of days in such period). Any partial prepayment shall: (i) be in an amount of not less than $5,000,000; and (ii) be applied to the remaining repayment installments of the respective Tranche in inverse order of maturity.

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(b) Upon delivery of a notice in accordance with Section 2.06 (a), the Borrower shall make the prepayment in accordance with the terms of that notice.

(c) To the extent that any amounts prepaid by any Eligible Sub-borrower are not reused by the Borrower to make Eligible Sub-loans to Eligible Sub-borrowers under the IFC Tranche and/or the Parallel Tranche, as the case may be, within a period of twelve (12) months from the relevant date or dates of prepayment, the Borrower shall apply those amounts to the prepayment of the IFC Tranche or the Parallel Tranche, respectively and as the case may be, subject to then applicable Banking Regulations, except that there shall be no minimum amount, no prepayment premium, or advanced notice period for that prepayment.

(d) Any principal amount of any Tranche of the GTLP Facility prepaid under this Section may not be re-borrowed.

Section 2.07. Fees. (a) The Borrower shall pay to IFC: (i) a commitment fee at the rate of one half of one per cent (¹/2%) per annum on that part of each Tranche of the GTLP Facility that from time to time has not been disbursed or canceled, beginning to accrue on the date of this Agreement, pro rated on the basis of a 360-day year for the actual number of days elapsed and payable, in arrears, on each Interest Payment Date, the first such payment to be due on December 15, 2010; (ii) a front-end fee of one per cent (1%) of the amount of each Tranche of the GTLP Facility, to be paid on the earlier of (A) the date which is 30 days after the date of this Agreement and (B) the date immediately preceding the date of the first Disbursement; and (iii) a portfolio monitoring fee of ten thousand Dollars ($10,000) per annum, payable upon receipt of a statement from IFC.

(b) If the Borrower and IFC agree to amend or waive any provision of any Transaction Document and/or to restructure all or part of the GTLP Facility, the Borrower and IFC shall negotiate in good faith an appropriate amount to compensate IFC for the additional work of IFC staff required in connection with such restructuring.

Section 2.08. Currency and Place of Payment. (a) The Borrower shall pay all amounts due to IFC under this Agreement in the Facility Currency, in same day funds, to the account of IFC at Citibank, N.A., 111 Wall Street, New York, New York, U.S.A., ABA#021000089, for credit to IFC’s account number 36085579 unless a different account has been designated from time to time by IFC.

(b) The payment obligations of the Borrower under this Agreement shall be discharged or satisfied only to the extent that (and as of the date when) IFC actually receives funds in the Facility Currency in the account referred to in subsection (a) above, notwithstanding the tender or payment (including by way of recovery under a judgment) of any amount in any currency other than the Facility Currency.

(c) Accordingly, the Borrower shall, as a separate obligation, or by way of indemnity, as the case may be, pay such additional amount as is necessary to enable IFC to receive, after conversion to the Facility Currency at a market rate and transfer to that account, the full amount due to IFC under this Agreement in the Facility Currency and in the account referred to in subsection (a) above.

(d) Notwithstanding the provisions of Section 2.08 (a) and Section 2.08 (b), IFC may require the Borrower to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts payable under Section 2.12 (a) (Taxes) and Section 2.14 (Expenses) in the currency in which they are payable, if other than the Facility Currency.

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Section 2.09. Allocation of Partial Payments. If IFC at any time receives less than the full amount then due and payable under this Agreement, IFC may allocate and apply the amount received as IFC in its sole discretion determines, notwithstanding any instruction of the Borrower to the contrary.

Section 2.10. Increased Costs. On each Interest Payment Date, the Borrower shall pay, in addition to interest, the amount which IFC from time to time notifies to the Borrower in an Increased Costs Certificate as being the aggregate Increased Costs accrued and unpaid prior to that Interest Payment Date.

Section 2.11. Unwinding Costs. (a) If IFC or any Participant incurs any cost, expense or loss as a result of the Borrower: (i) failing to borrow in accordance with a request for Disbursement made pursuant to Section 2.02 (Disbursement Procedure); (ii) failing to prepay in accordance with a notice of prepayment; (iii) prepaying all or any portion of the GTLP Facility on a date other than an Interest Payment Date; or (iv) after acceleration of the GTLP Facility, paying all or a portion of any Tranche of the GTLP Facility on a date other than an Interest Payment Date; then the Borrower shall immediately pay to IFC the amount that IFC from time to time notifies to the Borrower as being the amount of those costs, expenses and losses incurred.

(b) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits, borrowings, hedges or swaps in order to make, maintain, fund or hedge all or any part of any Disbursement or prepayment of the GTLP Facility, or any payment of all or part of the GTLP Facility upon acceleration.

Section 2.12. Taxes. (a) The Borrower shall pay or cause to be paid all Taxes (other than Taxes, if any, payable on the overall income of IFC) on or in connection with the payment of all amounts due under this Agreement, and make all payments under this Agreement without deducting any present or future taxes whatsoever by whomsoever levied or imposed in connection with the payment of any amount under this Agreement; provided that, if the Borrower is prevented from making payments without deduction, the Borrower shall, in each case, pay to IFC an increased amount such that, after deduction, IFC receives the full amount it would have received had that payment been made without deduction.

(b) Subsection (a) does not apply to Taxes which directly result from a Participant having its principal office in the Country or maintaining a permanent office or establishment in the Country, if and to the extent that such permanent office or establishment acquires the relevant Participation.

Section 2.13. Illegality of Participation. If IFC has sold a Participation and after the date of this Agreement, any change made in any applicable law or regulation or official directive (or its interpretation or application by any Authority charged with its administration) (herein the “Relevant Change”) makes it unlawful for the Participant acquiring that Participation to continue to maintain or to fund that Participation:

(a) the Borrower shall, upon request by IFC (but subject to any applicable Authorization having been obtained), on the earlier of (x) the next Interest Payment Date and (y) the date that IFC advises the Borrower is the latest day permitted by the Relevant Change, prepay in full that part of the GTLP Facility that IFC advises corresponds to that Participation;

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(b) concurrently with the prepayment of the part of the GTLP Facility corresponding to the Participation affected by the Relevant Change, the Borrower shall pay all accrued interest, Increased Costs (if any) on that part of the GTLP Facility (and, if that prepayment is not made on an Interest Payment Date, any amount payable in respect of the prepayment under Section 2.11 (Unwinding Costs)); and

(c) the Borrower agrees to take all reasonable steps to obtain, as quickly as possible after receipt of IFC’s request for prepayment, the Authorization referred to in Section 2.13 (a) if any such Authorization is then required.

Section 2.14. Expenses. (a) The Borrower shall pay, or reimburse IFC for any amount paid by IFC on account of, all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the Transaction Documents and any other documents related to them.

(b) The Borrower shall pay to IFC or as IFC may direct, the fees and expenses of IFC’s counsel, accountants and consultants incurred in connection with: (i) the preparation, review, execution, translation and, where appropriate, registration of the Transaction Documents and any other documents related to them; (ii) the preparation, administration and implementation by IFC of the investment provided for in this Agreement or otherwise in connection with any amendment, supplement or modification to, or waiver under, any Transaction Document; (iii) the giving of any legal opinions required by IFC under this Agreement and any other Transaction Document; (iv) the occurrence of any Event of Default or Potential Event of Default; and (v) the release of the Security following repayment in full of the GTLP Facility.

(c) The Borrower shall pay to IFC, or as IFC may direct, the costs and expenses incurred by IFC in relation to efforts to enforce or protect its rights under this Agreement or any Transaction Document, or the exercise of its rights or powers consequent upon or arising out of the occurrence of any Event of Default or Potential Event of Default, including legal and other professional consultants’ fees on a full indemnity basis.

ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties. The Borrower represents and warrants that:

(a) Organization and Authority. It is a financial institution duly incorporated and validly existing under the laws of the Country and has the corporate power to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, this Agreement and the Transaction Documents to which it is a party or will be a party;

(b) Validity. Each Transaction Document to which the Borrower is a party has been, or will be, duly authorized and executed by the Borrower and constitutes or will when executed, constitute a valid and legally binding obligation of the Borrower enforceable in accordance with its terms;

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(c) No Conflict. Neither the making of this Agreement or any Transaction Document to which the Borrower is a party nor (when all the Authorizations referred to in Section 4.01(c) (Conditions of Disbursement) have been obtained) the compliance with its terms will conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which it is a party or by which it is bound, or violate any of the terms or provisions of its Charter or any Authorization, judgment, decree or order or any statute, rule or regulation applicable to it;

(d) Status of Authorizations. All Authorizations (other than Authorizations that are of a routine nature and are obtained in the ordinary course of business) needed by the Borrower to conduct its business and execute, and comply with its obligations under, this Agreement and each of the other Transaction Documents to which it is a party or under which the Borrower is in any manner obligated have been obtained and are in full force and effect, and the Borrower has not received any notice of proceedings relating to the revocation, cancellation, expropriation or modification of any such Authorizations;

(e) No Amendments to Charter. The Borrower’s Charter has not been amended since June 26, 2006;

(f) No Immunity. Neither the Borrower nor any of its property enjoys any right of immunity from set-off, suit or execution with respect to its assets or its obligations under this Agreement or any other Transaction Document;

(g) Financial Condition. Since June 30, 2010: (i) it has not suffered any change that has a Material Adverse Effect or incurred any substantial loss or liability; and (ii) has not undertaken or agreed to undertake any substantial obligation;

(h) Financial Statements. The financial statements of the Borrower for the period ending on June 30, 2010 have been prepared in accordance with the Accounting Standards, and give a true and fair view of its financial condition as of the date as of which they were prepared and the results of the Borrower’s operations during the period then ended;

(i) Compliance with Law. To the best of its knowledge and belief after due inquiry, the Borrower is not in violation of any statute or regulation of any Authority;

(j) Environmental Matters. (i) to the best of the Borrower’s knowledge and belief, after due inquiry, there are no material social or environmental risks or issues in respect of the Relevant Financing Operations other than those identified by the S&E Management System; (ii) the Borrower has not received nor is aware of: (A) any existing or threatened complaint, order, directive, claim, citation or notice from any Authority; or (B) any material written communication from any Person concerning the failure by any Eligible Sub-borrower to undertake its operations and activities in accordance with the S&E Requirements;

(k) Litigation. To the best of its knowledge and belief after due inquiry, it is not in violation of any statute or regulation of any Authority, and is not engaged in nor threatened by any litigation, arbitration or administrative proceedings, the outcome of which could reasonably be expected to have a Material Adverse Effect, is not subject to any criminal investigations or proceedings, or any freezing of assets by a government authority with regard to money laundering or financing of terrorism; and no judgment or order has been issued which has or may be reasonably be expected to have a Material Adverse Effect;

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(l) Title to Assets and Liens. It has good and marketable title to all of the assets purported to be owned by it and possesses a valid leasehold interest in all assets which it purports to lease, in all cases free and clear of all Liens, and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower of any Lien, except for the Security and Liens permitted pursuant to Section 5.02 (c) (Negative Covenants);

(m) Taxes. All tax returns and reports of the Borrower required by law to be filed have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Borrower, or its properties, or its income or assets, which are due and payable or to be withheld, have been paid, or withheld, other than those presently payable without penalty or interest;

(n) Sanctionable Practices. Neither the Borrower nor any Affiliates, nor any Person acting on its or their behalf, has committed or engaged in, with respect to its banking license or any transaction contemplated by this Agreement, any Sanctionable Practice;

(o) UN Security Council Resolutions. The Borrower has neither entered into any transaction nor engaged in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter; and

(p) No Material Omissions. None of the representations and warranties in this Section 3.01 omits any matter the omission of which makes any of such representations and warranties misleading in any material respect.

Section 3.02. IFC Reliance. The Borrower acknowledges that it makes the representations and warranties in Section 3.01 (Representations and Warranties) with the intention of inducing IFC to enter into this Agreement and that IFC enters into this Agreement on the basis of, and in full reliance on, each of such representations and warranties.

ARTICLE IV

Conditions of Disbursement

Section 4.01. Conditions of First Disbursement. IFC is not obligated to make the first Disbursement unless and until the following conditions have been met:

(a) Charter. The Borrower’s Charter is in form and substance satisfactory to IFC;

(b) Execution of Documents. All Transaction Documents, each in form and substance satisfactory to IFC, have been entered into by all parties to them and have become (or, as the case may be, remain) fully effective and unconditional in accordance with their respective terms (except for the Notes, each of which shall become fully effective and unconditional on the date of the respective Disbursement) and IFC has received a copy of those agreements to which is not a party;

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(c) Authorizations. The Borrower has obtained, and provided to IFC copies of, all Authorizations that may become necessary for: (i) the GTLP Facility; (ii) the business of the Borrower as it is presently carried on and is contemplated to be carried on; (iii) the execution of, and performance by the Borrower of its obligations under, this Agreement and the other Transaction Documents; and (iv) the remittance to IFC in Dollars of all monies payable with respect to this Agreement and the Transaction Documents; and all those Authorizations are in full force and effect;

(d) Auditor’s Certification. IFC has received a certification from the Auditors confirming that, as at a date not earlier than 60 days prior to the date of first Disbursement, the Borrower is in compliance with the provisions of Section 5.01 (b) (Affirmative Covenants) and containing a brief description of the systems and records in place;

(e) Legal Opinions. IFC has received a legal opinion in form and substance satisfactory to it, from IFC’s counsel in the Country and covering such other matters relating to the transactions contemplated by this Agreement as IFC may reasonably request;

(f) Insurance. IFC has received copies of all insurance policies required to be obtained pursuant to Section 5.05 (Insurance) and Annex A and a certification of the Borrower’s insurers or insurance agents confirming that such policies are in full force and effect and all premiums then due and payable under those policies have been paid;

(g) Fees. IFC has received the fees which Section 2.07 (Fees) requires to be paid before the date of the first Disbursement and all other amounts then due under this Agreement including but not limited to, reimbursement of all invoiced fees and expenses of IFC’s counsel, if IFC so requires;

(h) Certificate of Incumbency; Authorization of Auditors. IFC has received from the Borrower (i) a Certificate of Incumbency and Authority; and (ii) a copy of the authorization to the Auditors referred to in Section 5.01(c) (Affirmative Covenants);

(i) Appointment of Agent. The Borrower has delivered to IFC evidence, substantially in the form of Schedule 4, of appointment of an agent for service of process pursuant to Section 7.04 (Applicable Law and Jurisdiction); and

(j) Environmental Matters. (i) the Borrower has delivered to IFC the SEMS Plan; and (ii) the Borrower has designated in writing an SEMS Officer reasonably acceptable to IFC.

Section 4.02. Conditions of All Disbursements. IFC is not obligated to make any Disbursement, including the first Disbursement, unless and until the following conditions have been met:

(a) No Default. No Event of Default and no Potential Event of Default has occurred and is continuing;

(b) Use of Proceeds. The proceeds of that Disbursement: (i) are, at the date of the relevant request, needed by the Borrower for the purpose of originating Eligible Sub-loans under the Eligible Sub-loan Program described in the relevant Investment Report, or will be needed for that purpose within 3 months of that date; and (ii) are not in reimbursement of, or to be used for, any purpose other than on-lending to an Eligible Sub-borrower for the financing of an Eligible Sub-loans;

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(c) No Material Adverse Effect. Since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect;

(d) Representations and Warranties. The representations and warranties made in Article III are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 3.01 (c) (Representations and Warranties), without the words in parentheses);

(e) No Violations. After giving effect to that Disbursement, the Borrower would not be in violation of: (i) its Charter; (ii) any provision contained in any document to which the Borrower is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow;

(f) Financial Ratios. Without limiting the generality of Section 4.02 (g), after taking into account the amount of that Disbursement and any other Liabilities incurred by the Borrower after the date of the latest financial statements of the Borrower delivered to IFC pursuant to Section 5.04 (a) (Reporting Requirements), the Borrower would be in compliance with each of the financial covenants set out in Section 5.03 (Financial Covenants), provided that, with respect to any Disbursement requested to be made prior to the date when the first financial statements to be delivered to IFC pursuant to Section 5.04 (a) (Reporting Requirements) would be due, the calculation of the financial ratios shall be made on the basis of such information as IFC may reasonably request, verified, if IFC so requires, by the Auditors;

(g) Borrower’s Certifications. IFC has received the request for disbursement referred to in Section 2.02 (Disbursement Procedure) and the Borrower’s certifications set out in paragraph 3 of Schedule 2 are true and accurate;

(h) Other Evidence. IFC has received such evidence as IFC may reasonably request of the proposed utilization of the proceeds of that Disbursement or the utilization of the proceeds of any prior Disbursement; and

(i) Security. The Security attached to, and/or in connection with, all and each of the Eligible Sub-loans granted and disbursed by the Borrower with proceeds out of all and each of the previous Disbursements hereunder has been duly created and continues to be perfected as a first-ranking security interest in all assets and rights subject to the relevant Security Documents (except for the first Disbursement, with respect of which the condition set forth in this subsection (i) shall not apply);

(j) Investment Report. The Borrower has delivered to IFC an Investment Report, in form and substance reasonably satisfactory to IFC, for the proposed Eligible Sub-loan Program for which the relevant Disbursement is being requested; and

(k) Legal Opinions. IFC has received, to its satisfaction, any further legal opinions it may require in connection with that disbursement.

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Section 4.03. Conditions for IFC Benefit. The conditions in Section 4.01 and Section 4.02 are for the benefit of IFC and may be waived only by IFC in its sole discretion.

ARTICLE V

Particular Covenants

Section 5.01. Affirmative Covenants. Unless IFC otherwise agrees, the Borrower shall:

(a) Corporate Existence; Conduct of Business; Compliance with Laws; Taxes. (i) Maintain its corporate existence and comply with its Charter, (ii) conduct its business with due diligence and efficiency, in accordance with sound banking, financial and business practices, (iii) conduct is business in compliance, in all material respects, with all applicable requirements of law, (iv) maintain all rights, licenses, permits, privileges, titles to property, franchises and the like, and keep property in good working conditions; and (v) file by the date due all returns, reports and filings in respect of Taxes required to be filed by it and pay, when due, all Taxes due and payable by it;

(b) Accounting and Financial Management. Maintain an accounting and control system, management information system and books of account and other records, which together adequately give a fair and true view of the financial condition of the Borrower and the results of its operations in conformity with the Accounting Standards;

(c) Auditors. Maintain internationally recognized independent auditors acceptable to IFC as auditors of the Borrower and authorize them, in the form of Schedule 6, to communicate directly with IFC;

(d) Access. Upon IFC’s request, permit representatives of IFC and CAO to visit and inspect any of the premises where the business of the Borrower is conducted and to have access to its books of account and records and to its employees and agents;

(e) Authorizations. Obtain, renew and maintain in force and comply with all Authorizations which are necessary for the carrying out of the Borrower’s business and operations generally, including, without limitation, for the making of Sub-loans, and the compliance by the Borrower with all its obligations under this Agreement and any other Transaction Document; and comply with all the conditions and restrictions contained in, or imposed on the Borrower by, those Authorizations;

(f) Affiliated Transactions. Ensure that all transactions with Affiliates, Related Parties and Linked Parties are on terms and conditions no more favorable than those extended to similarly situated non-related persons;

(g) Shell Banks. At all times institute, maintain and comply with appropriate internal procedures and controls to ensure that: (i) any financial institution with which the Company conducts business or enters into any transaction, or through which the Company transmits any funds, does not have correspondent banking relationships with any Shell Bank; and (ii) the Borrower does not conduct business or enter into any transaction with, or transmit any funds through a Shell Bank;

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(h) Money Laundering; Financing of Terrorist Activity. At all times institute, maintain and comply with appropriate internal procedures and controls for anti-money laundering and combating the financing of terrorism (AML/CFT) consistent with the business and customer profile of the Borrower, in compliance with national laws and regulations, and in furtherance of applicable international AML/CFT best practices; including but not limited to: (i) a board-approved policy on AML/CFT; (ii) appointment of an AML/CFT Officer; (iii) customer due diligence, including identification and monitoring of high risk customers such as politically exposed persons; (iv) monitoring of customer activity for suspicious transactions; (v) establishing and monitoring correspondent accounts, where applicable; (vi) record keeping; (vii) identification and internal reporting of, suspicious transactions; (viii) reporting of suspicious transactions to authorities, where required; (ix) AML/CFT training for staff; and (x) internal and/or external auditing of AML/CFT-related policies, procedures and controls;

(i) UN Security Council Resolutions. At all times institute, maintain and comply with internal procedures and controls consistent with its business and customer profile for the purpose of ensuring that the Borrower will not enter into any transaction (i) with, or for the benefit of, any of the persons or entities named on lists promulgated by, or (ii) related to any activity prohibited by, the United Nations Security Council or its committees pursuant to any resolution under Chapter VII of the United Nations Charter;

(j) SEMS Plan. Undertake and implement the SEMS Plan in accordance with the requirements and schedule specified therein;

(k) S&E Management System. Use all reasonable efforts to ensure the continuing operation of the S&E Management System to identify, assess and manage the social and environmental performance of the Relevant Financing Operations in compliance with the S&E Requirements; and in the event any successor or replacement SEMS Officer is appointed, ensure that such SEMS Officer shall be reasonably acceptable to IFC;

(l) Category A Activities. If the Borrower becomes aware that a proposed Eligible Sub-borrower conducts or intends to conduct projects classified as a Category A Activity by the Borrower or, to the Borrower’s knowledge, by IFC (a “Category A Client”), (i) promptly notify IFC in writing, upon becoming aware of such activity or intent; and (ii) provide IFC with information concerning such matter as IFC may reasonably request;

(m) Category A Clients. If an existing Eligible Sub-borrower becomes a Category A Client, ensure that the S&E Management System has sufficient capacity, in IFC’s reasonable view, including quality of staffing and expertise, to review the environmental and social performance of such Category A Client on an ongoing basis, as contemplated by this Agreement;

(n) Amendment of the S&E Management System. Without limiting any other right, remedy or claim of IFC hereunder, if the Borrower becomes aware of any change in the scope of the Relevant Financing Operations, advise and consult with IFC regarding any material social or environmental risk posed by such development and, if requested by IFC, amend the S&E Management System to identify, assess and manage such risks;

(o) S&E Requirements. If the Borrower becomes aware that any Eligible Sub-borrower has undertaken projects in a manner that is not in accordance with the S&E Requirements, promptly: (i) agree with the relevant Eligible Sub-borrower, or require the relevant Eligible Sub-borrower to undertake, as appropriate or necessary in the Borrower’s reasonable judgment, corrective measures to remedy such inconsistency or breach; and (ii) if the relevant Eligible Sub-borrower does not implement corrective measures as provided in (i), use reasonable efforts to dispose of the Borrower’s investment in such Eligible Sub-borrower on commercially reasonable terms, taking into account liquidity, market constraints and fiduciary responsibilities;

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(p) S&E Information. Obtain, review and investigate information available in the public domain regarding any incidents, adverse impact on local communities or the environment or adverse environmental or social performance associated with any proposed projects and shall only provide Sub-loans to proposed projects if: (i) any such incident, adverse impact or adverse performance has been resolved in accordance with the S&E Requirements; or (ii) if the relevant Eligible Sub-borrower has a mitigation, remediation or corrective action plan including, as necessary, an implementation schedule and budget, which has been agreed to with the Borrower and which, upon implementation, will enable the relevant Eligible Sub-borrower to carry out the proposed project in accordance with the S&E Requirements;

(q) Security. (i) No later than three (3) months as from the date in which each Disbursement is made, ensure that the Security related to, and/or in connection with, all and each of the Eligible Sub-loans granted and disbursed by the Borrower with proceeds out of such Disbursement has been duly created and continues to be perfected as first priority security interests in all assets and rights subject to the Security Documents, to which extent, the Borrower shall execute and deliver all such agreements and/or documents and/or instruments necessary for such purpose, to IFC’s satisfaction; and (ii) maintain, at all times, a Security-to-Loan Ratio equal to, or greater than, 1; provided that, the Borrower shall be allowed to maintain, only during a period not exceeding 90 days since the date of any Disbursement, a Security-to-Loan Ratio lower than 1;

(r) On-Lending. Cause and ensure that, at all times from time to time: (i) all and any funds arising out from all and any Disbursements of the GTLP Facility be and remain applied, entirely and exclusively, towards the origination and/or acquisition of Eligible Sub-loans; (ii) at least fifty per cent (50%) of the aggregate amount of Eligible Sub-loans originated and/or acquired from time to time be represented by Eligible Sub-loans granted to SME with annual sales below twenty-five million Dollars ($25,000,000) equivalent; (iii) no more than three (3) Eligible Sub-borrowers are lent both IFC Tranche Eligible Sub-loans and Parallel Tranche Eligible Sub-loans; and (iv) each Eligible Sub-borrower continues to meet the eligibility criteria to qualify as such, and notify IFC if any Eligible Sub-borrower ceases to qualify as such;

(s) Prepayment of Eligible Sub-loans. To the extent that any amounts prepaid by any Eligible Sub-borrower are not reused by the Borrower to make Sub-loans to Eligible Sub-borrowers within a period of twelve (12) months from the relevant date of prepayment, immediately make a proportional prepayment of the relevant Tranche of the GTLP Facility in accordance with the provisions of Section 2.07 (Prepayment), except that there shall be no minimum amount or advance notice period for that prepayment; and

(t) Restructured IFC Loan Agreements. For so long as all or any of the Restructured IFC Loan Agreements is valid and enforceable, comply with all and each of the covenants and undertakings set forth in such Restructured IFC Loan Agreements.

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Section 5.02. Negative Covenants. Unless IFC otherwise agrees, the Borrower shall not:

(a) Dividends. Declare or pay any dividend or make any distribution on its share capital other than in strict accordance with the Banking Regulations to date;

(b) Liabilities. Incur, create, assume or permit to exist any Liability that is secured or ranks prior or senior to the GTLP Facility;

(c) Permitted Liens. Create or permit to exist any Lien on any property, revenues or other assets, present or future, of the Borrower, except for: (i) the Security; (ii) any tax or other Lien arising by operation of law while the obligation underlying that Lien is not yet due, or if due, is being contested in good faith by appropriate proceedings and so long as the Borrower has set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be ordered to pay on final determination of any such proceedings; (iii) Liens which the Borrower is required to constitute with or in favor of any Authority pursuant to the Banking Regulations and other statutory preferences which are generally applicable to deposit-taking institutions; (iv) other Liens constituted or otherwise arising in the ordinary course of banking business provided that they fall within the limits permitted by the Banking Regulations; and (v) any Lien created under a repurchase agreement involving the sale and repurchase of securities entered in the ordinary course of business and on the basis of arm’s-length arrangements;

(d) Arm’s Length Transactions. Enter into any transaction except in the ordinary course of business on ordinary commercial terms and on the basis of arm’s-length arrangements;

(e) Profit Sharing Arrangements. Enter into or establish any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person; or enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person;

(f) Subsidiaries. Form or have any Subsidiary, other than in strict accordance with the Banking Regulations to date;

(g) Fundamental Changes. Change: (i) its Charter in any manner which would be inconsistent with the provisions of this Agreement or any other Transaction Document; (ii) its Financial Year; or (iii) the nature or scope of its present or contemplated business or operations;

(h) Merger, Consolidation or Reorganization. Undertake or permit any merger, spin-off, consolidation or reorganization; or sell, transfer, lease or otherwise dispose of all or a substantial part of its assets, other than in strict accordance with the Banking Regulations to date;

(i) Prepayment of Long-term Debt. Prepay (whether voluntarily or involuntarily) or repurchase any Long-term Debt (other than the GTLP Facility, the Restructured IFC Loans or any other Liabilities restructured before December 31, 2004, or bonds issued by the Borrower) unless the Borrower gives IFC at least 30 days’ advance notice of its intention to make the proposed prepayment;

(j) Use of Proceeds. Use the proceeds of any Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

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(k) Amendment of the S&E Management System. Amend, waive the application of, or otherwise materially restrict the scope or effect of, the S&E Management System (including the SEMS Plan and the S&E Requirements);

(l) Exclusion List. In respect of Relevant Financing Operations, provide Eligible Sub-loans to Eligible Sub-borrowers engaged in any of the activities on the Exclusion List;

(m) Sanctionable Practices. Engage in (nor authorize or permit any Affiliate, any Eligible Sub-borrower or any other Person acting on its or their behalf to engage in) with respect to its banking license or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrower further covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this Section or of Section 3.01 (n) of this Agreement, it shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

(n) Shell Banks. Conduct business or enter into any transaction with, or transmit any funds through, a Shell Bank;

(o) Restructured IFC Loan Agreements. For so long as all or any of the Restructured IFC Loan Agreements is valid and enforceable, fail to comply with all and each of the covenants and undertakings set forth in such Restructured IFC Loan Agreements; or

(p) Change of Control. Engage in any transaction that would lead to a Change of Control.

Section 5.03. Financial Covenants. The Borrower shall prudently manage its financial position in accordance with sound banking and financial practices, applicable laws and the Argentine Central Bank prudential standards. To the extent that the Banking Regulations and/or the covenants and undertakings set forth in the Restructured IFC Loan Agreements, as the case may be, impose financial requirements or ratios that are more stringent than the ones set out in paragraphs (a) through (m) of this Section 5.03, the Borrower shall observe and comply with those more stringent requirements or ratios. Notwithstanding the above, unless IFC otherwise agrees, the Borrower shall at all times maintain, and abstain from any action which may result in the breach of, the financial parameters provided below:

(a)	a Risk Weighted Capital Adequacy Ratio of not less than 11%;
(b)	an Equity to Assets Ratio of not less than 5%;
(c)	an Economic Group Exposure Ratio of not more than 15%; provided that the Economic Group Exposure Ratio shall not exceed 25% in case of preferred guarantees but excluding in this calculation amounts held in correspondent accounts in investment grade banks (rated A+ or higher) and any amount held to repay any installment of the Borrower’s external debt;
(d)	an Aggregate Large Exposures Ratio of not more than 400%;
(e)	a Related Party Exposure Ratio of not more than 20%;

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(f)	an Open Credit Exposures Ratio of not more than 25%;
(g)	a Fixed Assets Plus Equity Investments Ratio of not more than, (i) as from the date of the signing hereof and until the date of the second anniversary of this Agreement, 75%, but (ii) as from the date of the second anniversary of this Agreement, 50%;
(h)	an Aggregate Foreign Exchange Risk Ratio of not more than 25%; provided that, on an exceptional basis, IFC hereby grants the Borrower the option to hold such Aggregate Foreign Exchange Risk Ratio of not more than 25% for all foreign currency positions, whether long or short, excluding, if any, the Dollar long position, but if and when the Dollar long position is included, in no event the Aggregate Foreign Exchange Risk Ratio shall exceed an equivalent to 40% of the Total Capital;
(i)	a Single Currency Foreign Exchange Risk Ratio of not more than 10%; provided that, on an exceptional basis, IFC hereby grants the Borrower the option to hold such Single Currency Foreign Exchange Risk Ratio of not more than 10% for each foreign currency position, whether long or short, excluding (a) any Dollar long position, which in no event shall exceed an equivalent to 40% of the Total Capital; and (b) any Dollar short position, which in no event shall exceed an equivalent to 15% of the Total Capital;
(j)	an Interest Rate Risk Ratio of not less than -10% and not more than 10%;
(k)	an Aggregate Interest Rate Risk Ratio of not less than -20% and not more than 20%;
(l)	a Foreign Currency Maturity Gap Ratio of not less than (i.e. more negative than) -150%; and
(m)	an Aggregate Negative Maturity Gap Ratio of not less than (i.e. more negative than) -300%.

Section 5.04. Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall:

(a) Quarterly Financial Statements and Reports. As soon as available but in any event within sixty (60) days after the end of each quarter of each Financial Year, deliver to IFC a copy of the Borrower’s financial statements for such quarter prepared on an unconsolidated basis and on a Consolidated Basis in accordance with the Accounting Standards, certified by the Borrower’s chief financial officer, together with: (i) a report on any factors that have or could reasonably be expected to have a Material Adverse Effect; and (ii) a report (in the form pre-agreed by IFC), signed by the Borrower’s chief financial officer, concerning compliance with the negative covenants contained in Sections 5.02 (a), (b), (c), (d) and (j) (Negative Covenants) and the financial covenants contained in Section 5.03 (Financial Covenants) including a clear description of the methodology used in the respective calculations.

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(b) Annual Financial Statements and Reports. As soon as available but in any event within one hundred twenty (120) days after the end of each Financial Year, provide to IFC a copy of: (i) its complete and annual statements for such Financial Year prepared on an unconsolidated basis and on a Consolidated Basis in accordance with the Accounting Standards, together with its Auditors’ audit report thereon, all in form satisfactory to IFC; (ii) a management letter and any other communication from its Auditors commenting, inter alia, on the adequacy of the Borrower’s financial control procedures, policies and controls for accounting systems and management information systems; (iii) a report (in the form pre-agreed by IFC), signed by the Borrower’s chief financial officer and reviewed by its Auditors, concerning compliance with the negative covenants contained in Sections 5.02 (a), (b), (c), (d) and (j) (Negative Covenants) and the financial covenants contained in Section 5.03 (Financial Covenants) including a clear description of the methodology used in the respective calculations; (iv) a report, signed by the Borrower’s chief financial officer, in the form of, and addressing the topics listed in, Schedule 9, based on the audited financial statements of the Borrower for the relevant Financial Year; (v) a report, in the form of Schedule 10, signed by the Borrower’s chief financial officer concerning the Borrower’s portfolio; (vi) a certification (in a form pre-agreed by IFC) signed by the Borrower’s chief financial officer, certifying (A) compliance of the Eligible Sub-borrowers with the eligibility criteria set forth in Section 5.06 (General Requirements Relating to Sub-loans) and (B) that all transactions between the Borrower and each of its Affiliates, Related Parties and Linked Parties, if any, during that Financial Year, were on the basis of arm’s-length arrangements and providing a list of each such transaction.

(c) Management Letters. Deliver to IFC, promptly following receipt, a copy of any management letter or other communication sent by the Auditors (or any other accountants retained by the Borrower) to the Borrower or its management in relation to the Borrower’s financial, accounting and other systems, management or accounts, if not provided pursuant to Section 5.04 (b) (ii);

(d) S&E Performance Report. Within ninety (90) days after the end of each Financial Year, deliver to IFC the S&E Performance Report;

(e) Notice of Accidents, Etc. Within three (3) days after becoming aware of the occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance with respect to any Eligible Sub-borrower or in relation to any projects having, or which could reasonably be expected to have, any Material Adverse Effect or a material adverse impact on the implementation or operation of the projects in compliance with the S&E Requirements, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures being taken, or plans to be taken, to address them and prevent any future similar event; and keep IFC informed of the on-going implementation of those measures;

(f) Shareholder Matters. As soon as available, deliver to IFC copies of (i) all notices, reports and other communications of the Borrower to its shareholders, and (ii) the minutes of all the shareholders’ meetings;

(g) Litigation, Etc. Promptly upon becoming aware of (i) any litigation, arbitration, administrative or regulatory investigations or proceedings before any Authority or arbitral body which has or may reasonably be expected to have a Material Adverse Effect; (ii) any criminal investigations or proceedings against the Borrower; or (iii) any freezing of assets by a government authority involving the Borrower, its employees or board members with regard to money laundering or financing of terrorism, notify IFC by facsimile of that event specifying the nature of the action, litigation, arbitration, investigation or proceedings and the steps the Borrower is taking or proposes to take with respect thereto;

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(h) Default. Within ten (10) calendar days of the occurrence of an Event of Default or Potential Event of Default, notify IFC by facsimile specifying the nature of that Event of Default or Potential Event of Default and any steps the Borrower is taking to remedy it;

(i) Regulatory Reviews. Upon IFC’s reasonable request, and to the extent permitted by the Argentine Central Bank, provide IFC with copies of any documents prepared in connection with any material reviews conducted by the Argentine Central Bank or any other Authority;

(j) Eligible Sub-borrower Communications. As soon as possible but no later than ten (10) days after receipt of any communications from any Eligible Sub-borrower pursuant to Section 5.06 (c) (iv) (General Requirements Relating to Sub-loans), provide a copy of that communication to IFC together with the measures that the Borrower, or as the case may be, the Eligible Sub-borrower proposes to take to secure the implementation of appropriate remedial measures satisfactory to IFC;

(k) AML/CFT Reporting Requirements. On an annual basis, provide to IFC at least one of the following: (i) a report by the AML/CFT Officer on the implementation of, and compliance with, the Borrower’s AML/CFT policies, procedures and controls; (ii) an internal or external auditor’s assessment on the adequacy of the Borrower’s policies, procedures and controls for AML/CFT; or (iii) a report by the AML/CFT regulator of the Borrower concerning the Borrower’s compliance with local AML/CFT laws and regulations;

(l) Eligible Sub-loans Status Report. On June 30 and December 31 of each year, provide to IFC the Eligible Sub-loan Status Report, as of the immediately preceding Interest Payment Date; and

(m) Other Information. Promptly provide to IFC such information about the Borrower, its assets and the Project that IFC requests from time to time on behalf of any Participant for such Participants to satisfy requirements under applicable law and regulations, including those concerning anti-money laundering and combating the financing of terrorism (AML/CFT).

Section 5.05. Insurance.

(a) Insurance Requirements and Borrower’s Undertakings. Unless IFC otherwise agrees, the Borrower shall: (i) insure and keep insured, with financially sound and reputable insurers, all assets and business against all insurable losses to include the insurances specified in Annex A and any insurance required by law; (ii) punctually pay any premium, commission and any other amounts necessary for effecting and maintaining in force each insurance policy; (iii) promptly notify the relevant insurer of any material claim by the Borrower under a policy written by that insurer and diligently pursue that claim; (iv) not do or omit to do, or permit to be done or not done, anything which might prejudice the Borrower’s right to claim or recover under any insurance policy; (v) not vary, rescind, terminate, cancel or cause a material change to any insurance policy; and (vi) establish insurance requirements, and implement and maintain procedures to monitor such requirements with respect to Sub-loans.

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(b) Policy Provisions. Unless IFC otherwise agrees, each insurance policy required to be obtained pursuant to this Section 5.05 shall be on terms and conditions acceptable to IFC, and shall contain provisions to the effect that no policy can expire nor can it be canceled or suspended by the Borrower or the insurer for any reason (including failure to renew the policy or to pay the premium or any other amount) unless IFC and, in the case of expiration or if cancellation or suspension is initiated by the insurer, the Borrower receive at least forty-five (45) days’ notice (or such lesser period as IFC may agree with respect to cancellation, suspension or termination in the event of war and kindred peril) prior to the effective date of termination, cancellation or suspension.

(c) Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall provide to IFC the following: (i) as soon as possible but, in any event, before the first Disbursement, a copy of the Borrower’s procedures referred to in paragraph (a) (vi) of this Section 5.05, and from time to time, if IFC so requests, information on insurances relating to Sub-loans; (ii) as soon as possible but, in any event, before the first Disbursement, a policy statement from its insurance agent or broker describing the insurance arrangements made by the Borrower to protect its assets and operations and the terms and conditions of coverage under those arrangements (as to extent, amount and exclusions); and (iii) on an annual basis promptly following renewal of each insurance policy, a copy of each required insurance policy; and (iv) from time to time, any other insurance related information as IFC requests.

Section 5.06. General Requirements Relating to Sub-loans. (a) The Borrower shall apply prudent banking criteria in the evaluation and assessment of Eligible Sub-loans and Eligible Sub-borrowers and determination of the terms and conditions of, including security for, Eligible Sub-loans.

(b) Sub-loan Forms. Each Sub-loan shall be made upon such terms and conditions as shall, at a minimum, cover all financial expenses incurred by the Borrower in connection with the making, implementation and enforcement of that Sub-loan, and be evidenced by an agreement or agreements conferring upon the Borrower valid and enforceable rights and imposing upon the relevant Eligible Sub-borrower valid and enforceable obligations, all as necessary and appropriate to protect the interests of the Borrower.

(c) Sub-loan Terms and Conditions. The Borrower shall make all appropriate arrangements to ensure that each Sub-loan is made in such form and upon such terms and conditions as to require each Eligible Sub-borrower to: (i) carry out the relevant project and conduct its business with due diligence and efficiency and in accordance with sound financial and business practices including, without limitation, making and maintaining in effect insurance arrangements as set out in the Borrower’s procedures referred to in Section 5.05(a)(vi) (Insurance); (ii) at all times comply with, and/or (as the case may be) fulfill all the requirements and conditions for the qualification of Eligible Sub-borrowers and Eligible Sub-loans; (iii) design, construct, operate and maintain and monitor all of its sites, plant, equipment and facilities included in the relevant project in accordance with the S&E Requirements; (iv) as soon as possible, but no later than ten (10) days after its occurrence, notify the Borrower of any incident, accident or circumstance occurring on any site, plant, equipment or facility included in the relevant project or in any manner associated with its implementation and/or operation having or which could reasonably be expected to have a material adverse impact on the implementation or operation of the relevant project in compliance with the S&E Requirements, or an adverse effect on the environment, health or safety, including without limitation, explosions, spills or workplace accidents which result in death, serious or multiple injury or major pollution,

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specifying, in each case, the nature of the incident, accident or circumstance and the impact or effect arising or likely to arise therefrom, and the measures to be taken, or plans to be taken, to address them and prevent any future similar event; and keep the Borrower informed of the on-going implementation of those measures; (v) in each year submit to the Borrower a report on that Eligible Sub-borrower’s performance in connection with the S&E Requirements containing the necessary information to support the Borrower’s S&E Performance Report to be delivered to IFC pursuant to Section 5.04 (d) (Reporting Requirements); (vi) permit representatives of IFC, the CAO and/or the Borrower to visit any sites, plants, equipment or facilities included in the relevant project and any premises where the business of the Eligible Sub-borrower associated with that project is conducted and to have access to that Eligible Sub-borrower’s books of account and records and to its employees and agents; (vii) provide such information as the Borrower or IFC may from time to time reasonably require with respect to the operations and financial condition of that Eligible Sub-borrower and the relevant project; and (viii) ensure that the proceeds of the relevant Sub-loan are not used in reimbursement of, or used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced or services supplied from such territories.

(d) Eligible Sub-loans Administration. The Eligible Sub-loans shall be administered by the Borrower, in strict accordance with the provisions of the relevant Security Documents, provided that, if an Event of Default occurs, such administration by the Borrower may become, at the sole discretion of IFC, terminated, in which case IFC may further administer the Eligible Sub-loans or delegate such administration in any reputable entity.

ARTICLE VI

Events of Default

Section 6.01. Acceleration after Default. If any Event of Default occurs and is continuing, IFC may, by notice to the Borrower, require the Borrower to repay the GTLP Facility immediately. On receipt of any such notice, the Borrower shall immediately repay the GTLP Facility and pay all accrued interest on it, the prepayment premium specified in Section 2.06 (Prepayment) and any other amounts payable under this Agreement. The Borrower waives any right that it might have to further notice, presentment, demand or protest with respect to that demand for immediate payment.

Section 6.02. Events of Default. It shall be an Event of Default if:

(a) Failure to Pay Principal or Interest. The Borrower fails to pay when due any principal of or interest on the GTLP Facility and such failure continues for five (5) days;

(b) Failure to Comply with Obligations. The Borrower or any party to a Transaction Document fails to comply with any of its obligations under this Agreement or any other Transaction Document or any other agreement between the Borrower and IFC, including the Restructured IFC Loan Agreements (other than for the payment of principal of, or interest on, the GTLP Facility) and such failure continues for a period of thirty (30) days after the date on which IFC notifies the Borrower of such failure;

(c) Misrepresentation. Any representation or warranty made in Article III or in connection with the execution of, or any request (including a request for Disbursement) under, this Agreement or any other Transaction Document is found to be incorrect in any material respect, for a period of thirty (30) days counting as from IFC’s notification to the Borrower of such failure, and such failure has a Material Adverse Effect on the repayment of the GTLP Facility;

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(d) Expropriation; Nationalization, Etc. Any Authority condemns, nationalizes, seizes, expropriates or otherwise assumes custody or control of all or any substantial part of the business, operations, property or other assets of the Borrower or of its share capital, or takes any action for the dissolution of the Borrower or any action that would prevent the Borrower or its officers from carrying on all or a substantial part of its business or operations;

(e) Bankruptcy Proceedings. (i) A court finds the Borrower bankrupt or insolvent, or approves as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Borrower under any applicable law, or appoints a receiver, liquidator, trustee, sequestrator (or similar official) of the Borrower or of any substantial part of its property or other assets, or orders the winding up or liquidation of its affairs; (ii) the Borrower itself institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the institution of bankruptcy or insolvency proceedings against it, or files a petition or answer or consent seeking reorganization or relief under any applicable law, or consents to the filing of any such petition or to the appointment of a receiver, liquidator, trustee, sequestrator (or other similar official) of the Borrower or of any substantial part of its property, or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due; (iii) the Argentine Central Bank (x) initiates a proceeding under Section 34 of the Argentine Financial Entities Act 21,526 requesting the Borrower or any Significant Subsidiary to submit a regularization plan or (y) orders a temporary, total or partial suspension of the activities of the Borrower pursuant to Section 49 of the Argentine Central Bank’s charter; (iv) an attachment, sequestration, distress or execution (or analogous process) is levied or enforced upon or issued against the whole or any material part of the undertaking or assets or property of the Borrower; or (v) any other event occurs which under any applicable law and/or Banking Regulations would have an effect similar to any of those events listed above in this subsection;

(f) Cross-Default. The Borrower fails to make any payment in respect of any of its Liabilities (other than the GTLP Facility) or to perform any of its obligations under any agreement pursuant to which there is outstanding any Liability, and any such failure continues for more than any applicable period of grace or any such Liability becomes prematurely due and payable or is placed on demand;

(g) Failure to Maintain Authorizations. Any Authorization necessary for the Borrower to comply with its obligations under this Agreement or any other Transaction Document, or to carry on its business or operations, is not obtained when required or is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, and is not restored or reinstated within 30 days of notice by IFC to the Borrower;

(h) Revocation, Etc. This Agreement or any other Transaction Document or any of their respective provisions for any reason (or in the case of any Security Document, ceases to provide the security intended) is repudiated or its validity or enforceability at any time is challenged by any Person unless such repudiation or challenge is withdrawn within thirty (30) days of IFC’s notice to the Borrower, except that no such notice shall be required or, as the case may be, the notice period shall terminate if and when that repudiation or challenge becomes effective; or

(h) Change of Control. A Change of Control occurs.

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Section 6.03. Bankruptcy. If the Borrower is liquidated or declared bankrupt, the GTLP Facility, all interest accrued on it and any other amounts payable under this Agreement will become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the Borrower waives.

ARTICLE VII

Miscellaneous

Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced by any investigation by or on behalf of IFC into the affairs of the Borrower, by the execution or the performance of this Agreement or by any other act or thing by or on behalf of IFC in connection with this Agreement and which might, apart from this Section, prejudice such rights or remedies.

(b) No course of dealing and no failure or delay by IFC in exercising any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise.

Section 7.02. Notices. Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.04 (h) and (i) (Reporting Requirements) and Section 7.04 (Applicable Law and Jurisdiction) any such communication shall be deemed to have been duly given or made when it is delivered by hand, airmail, established courier service, facsimile to the party’s address specified below or at such has from time to time, designated by notice to the other party hereto, and shall be effective upon receipt.

For the Borrower:

BANCO DE GALICIA Y BUENOS AIRES S.A.
Tte. Gral. Juan Domingo Perón 407
(C1038AAI) Buenos Aires
República Argentina

Facsimile: (54-11) 3329-6429
Attention: Carlos López

For IFC:

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Facsimile: (1-202) 947-4300
Attention: Director, Global Financial Markets

With a copy (in the case of communications relating to payments) sent to the attention of the Senior Manager, Financial Operations Unit, at:

Facsimile: (1-202) 974-4371.

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Section 7.03. English Language. All documents to be provided or communications to be given or made under this Agreement shall be in English and where the original version of any such document is not in English, shall be accompanied by an English translation certified by an authorized representative to be a true and correct translation of the original. IFC may, if it so requires, obtain an English translation of any document or communication received in any other language at the cost and expense of the Borrower; and in either case IFC may deem any such translation to be the governing version.

Section 7.04. Applicable Law and Jurisdiction. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America.

(b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement, the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

(c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction.

(d) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with offices currently located at 111 Eighth Avenue, 13^th Floor, New York, New York 100111, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement.

(e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent.

(f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower.

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(g) Service in the manner provided in Sections 7.04 (d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding.

(h) The Borrower irrevocably waives to the fullest extent permitted by applicable law:

(i)	any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section;
(ii)	any claim that any such action, suit or proceeding has been brought in an inconvenient forum;
(iii)	its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and
(iv)	any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC.

(i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Transaction Document to which it is a party, from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

(j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

(k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.04 (b) or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other Transaction Document to which the Borrower is a party, be entitled to the benefit of any provision of law requiring IFC in such action, suit or proceeding to post security for the costs of the Borrower, or to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

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Section 7.05. Disclosure of Information. IFC may, notwithstanding the terms of any other agreement between the Borrower and IFC, disclose any documents, records or information about the project or the Borrower to (i) its outside counsel, auditors and rating agencies, (ii) any Person who intends to purchase a Participation, and (iii) any other Person as IFC may deem appropriate in connection with the administration of the GTLP Facility, including for the purpose of exercising any power, remedy, right, authority, or discretion relevant to any Transaction Document, or in connection with any proposed sale, transfer, assignment or other disposition of IFC’s rights as contemplated by Section 7.06.

Section 7.06. Successors and Assignees. This Agreement binds and benefits the respective successors and assignees of the parties. However, the Borrower may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of IFC.

Section 7.07. Amendments, Waivers and Consents. Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by the parties.

Section 7.08. Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.

(signature page follows)

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IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names and to be delivered, as of the date first above written.

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:

Name:

Title:

By:

Name:

Title:

INTERNATIONAL FINANCE CORPORATION

By:

Name:

Title:

and acting also as Executing Entity for Trust Fund Nbr. TF071560

By:

Name:

Title:

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ANNEX A

Page 1 of 1

INSURANCE REQUIREMENTS

(See Section 4.01(f) and Section 5.05(a)(i) of the Loan Agreement)

General Provisions

The insurances required to be arranged by the Borrower are those customarily expected of a prudent financial institution, including but not limited to the following:

a)	Fire and perils, or All Risks on assets;
b)	General Liability;
c)	Financial Institution Bond (Bankers’ Blanket Bond) including Computer Crime and Electronic Fraud; and
d)	All insurances required by local legislation.

Special Provisions

a)	Establish insurance requirements, and implement and maintain procedures to monitor such requirements with respect to Sub-loans; and
b)	Deliver to IFC a description of the insurance requirements and the procedures instituted by the Borrower to monitor insurances on all Sub-loans.

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ANNEX B

Page 1 of 1

EXCLUSION LIST

(See Section 5.02(i) of the Loan Agreement)

• Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements, or subject to international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting substances, PCB’s, wildlife or products regulated under CITES.

• Production or trade in weapons and munitions¹.

• Production or trade in alcoholic beverages (excluding beer and wine)¹

• Production or trade in tobacco ¹.

• Gambling, casinos and equivalent enterprises ¹.

• Production or trade in radioactive materials. This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any equipment where IFC considers the radioactive source to be trivial and/or adequately shielded.

• Production or trade in unbonded asbestos fibers. This does not apply to purchase and use of bonded asbestos cement sheeting where the asbestos content is less than 20%.

• Drift net fishing in the marine environment using nets in excess of 2.5 km. in length.

• Production or activities involving harmful or exploitative forms of forced labor²/harmful child labor³.

• Commercial logging operations for use in primary tropical moist forest.

• Production or trade in wood or other forestry products other than from sustainably managed forests.

1	This does not apply to project sponsors who are not substantially involved in these activities. “Not substantially involved” means that the activity concerned is ancillary to a project sponsor’s primary operations.
2	Forced labor means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty.
3	Harmful child labor means the employment of children that is economically exploitive, or is likely to be hazardous to, or to interfere with, the child’s education, or to be harmful to the child’s health, or physical, mental, spiritual, moral, or social development.

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ANNEX C

Page 1 of 3

SANCTIONABLE PRACTICES

(See Section 1.01 of the Loan Agreement)

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

1. Corrupt Practices

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

Interpretation

A. Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

B. It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

C. In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

D. Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

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ANNEX C

Page 2 of 3

E. The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

2. Fraudulent Practices

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

Interpretation

A. An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.

B. Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3. Coercive Practices

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

Interpretation

A. Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

B. Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

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ANNEX C

Page 3 of 3

4. Collusive Practices

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

Interpretation

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

5. Obstructive Practices

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

General Interpretation

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

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ANNEX D

Page 1 of 1

IFC TRANCHE ELIGIBLE SUB-LOANS CRITERIA

The IFC Tranche Eligible Sub-loans are intended to have a sustainability component, as follows:

- Energy Efficiency: Any project that reduces the consumption of energy used per unit of energy generated or delivered, or per unit of productive use. Examples, among others, include: energy efficient lighting, air conditioning and refrigeration, energy efficient boilers, heat pumps and heat recovery devices, high efficiency electrical motors and drivers, compressed air systems, sensors and automatic controls for energy consumption, metering devices, fuel switching to cleaner fuels, etc.

- Cleaner Production: projects that minimize waste and emissions out of industrial processes and maximize product output through best use of materials and energy to avoid waste, waste water generation, and gaseous emissions, and also waste heat and noise. Examples of initiatives under this field include: facilities upgrades, energy management systems, water conservation systems, efficient lighting or heating, fuel-switching, waste reuse and recycling technologies.

- Renewable Energy: projects that generate electricity or heat from renewable energy sources (energy obtained from sources that are natural, rapidly replenished, and essentially inexhaustible) such as: wind, water, solar, geothermal or biomass. This includes switching a production process to a cleaner energy source. Examples of initiatives under this field include: small hydro projects, wind turbines, biogas generators for landfill, solar panels, and fuel-switching.

IFC Tranche Eligible Sub-loans shall be aimed at (i) reducing the environmental impact of their agribusiness practices through the recycling of waste, and (ii) improving the efficiency in the use of limited resources, like water and energy. In this regard, the new project/equipment being financed under the IFC Tranche should have at least a fifteen per cent (15%) reduction in the amount of water or energy used or waste recycled.

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ANNEX E

Page 1 of 1

ESCASANY, AYERZA AND BRAUN FAMILY MEMBERS

Shareholder	Date of Birth
Eduardo José Escasany	June 30, 1950
Abel Ayerza	May 27, 1939
Federico Braun	February 4, 1948
María Ofelia Escasany	September 14, 1948
Marta Braun	January 30, 1937
Santiago Braun	September 16, 1942
Mónica Estela Zartmann	December 12, 1943
María Braun	September 17, 1946
Miguel Braun	November 30, 1973
Susana Braun de Santillan	September 22, 1944
Inés Braun Ledesma	December 5, 1976
Pablo Braun Ledesma	January 8, 1976
Oscar Braun Malenchini	December 28, 1961
Sonia Braun Malenchini	November 4, 1963
Mercedes Guerrero de Authier	August 31, 1961
Isabel Guerrero de Romero	December 19, 1962
Francisca Guerrero de Aduriz	April 29, 1965
Adela María Ayerza de Gutiérrez	October 19, 1936
Josefina María Ayerza	June 24, 1933
María Teresa Ayerza	February 2, 1935
Silvestre Vila Moret	April 26, 1971
Fundación Banco de Galicia y Buenos Aires S.A.	N/A

- 53 -

SCHEDULE 1

Page 1 of 2

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

(See Section 1.01 and Section 4.01(h) of the Loan Agreement)

[Borrower’s Letterhead]

[Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Attention: Director, Global Financial Markets Department

Ladies and Gentlemen:

Investment No. 29759
Certificate of Incumbency and Authority

With reference to the Loan Agreement between us, dated September 8, 2010 (the “Loan Agreement”), I, the undersigned [Chairman/Director] of Banco de Galicia y Buenos Aires S.A. (the “Borrower”) duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons [each] [any two] of whom are, and will continue to be (until you receive authorized written notice from the Borrower that they, or any of them, no longer continue to be), authorized:

(a) to sign on behalf of the Borrower the request for the disbursement of funds provided for in Section 2.02 of the Loan Agreement and such other certificates, requests and documents required or permitted to be made thereunder on behalf of the Borrower; and

(b) to take, in the name of the Borrower, any other action required or permitted to be taken, done, signed or executed under the Loan Agreement or any other agreement to which IFC and the Borrower may be parties.

^*Name Office Specimen Signature

^* As many, or as few, names may be included as the Borrower shall desire.

- 54 -

SCHEDULE 1

Page 2 of 2

You may assume that any such person continues to be so authorized until you receive authorized written notice from the Borrower that they, or any of them, is no longer so authorized.

Yours truly, BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:	[Chairman/Director]

- 55 -

SCHEDULE 2

Page 1 of 2

FORM OF REQUEST FOR DISBURSEMENT (LOAN)

(See Section 2.02 (a) and Section 4.02 (g) of the Loan Agreement)

[Borrower’s Letterhead]

[Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Attention: Director, Global Financial Markets Department

Ladies and Gentlemen:

Investment No. 29759
Request for Loan Disbursement No. [______]^*

1. Please refer to the Loan Agreement (the “Loan Agreement”) dated September 8, 2010, between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and International Finance Corporation (“IFC”). All terms defined in the Loan Agreement shall bear the same meanings herein.

2. The Borrower hereby requests the disbursement on                     , _____ (or as soon as practicable thereafter) of the amount of                      (                    ) under the GTLP Facility (the “Disbursement”) in accordance with the provisions of Section 2.02 (a) of the Loan Agreement. You are requested to pay such amount to the account in [New York] of [name of Borrower] [name of correspondent Bank], Account No.                      at [name and address of Bank] [for further credit to the Borrower’s Account No.                      at [name and address of Bank] in [city and country].

3. For the purpose of Section 4.02 (g) of the Loan Agreement, the Borrower certifies as follows:

(a) No Event of Default and no Potential Event of Default has occurred and is continuing;

(b) The proceeds of that Disbursement: (i) are, at the date of this request, needed by the Borrower for the purpose of originating Eligible Sub-loans under the Eligible Sub-loan Program described in the Investment Report attached hereto, or will be needed for that purpose within three (3) months of such date; and (ii) are not in reimbursement of, or to be used for, any purpose other than on-lending to an Eligible Sub-borrower for the financing of an Eligible Sub-loan;

^* Each to be numbered in series.

- 56 -

SCHEDULE 2

Page 2 of 2

(c) since the date of this Agreement nothing has occurred which has or can reasonably be expected to have a Material Adverse Effect;

(d) the representations and warranties made in Article III (Representations and Warranties) of the Loan Agreement are true on and as of the date of this request and will be true as of the date of Disbursement with the same effect as if those representations and warranties had been made on and as of each such date (but in the case of Section 3.01 (c) (Representations and Warranties), without the words in parentheses);

(e) after giving effect to that Disbursement, the Borrower would not be in violation of: (i) its Charter; (ii) any provision contained in any document to which the Borrower is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation, Authorization or agreement or other document binding on the Borrower directly or indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to borrow;

(f) After taking into account the amount of that Disbursement and any other Liabilities incurred by the Borrower after the date of the latest financial statements of the Borrower delivered to IFC pursuant to Section 5.04 (a) (Reporting Requirements) of the Loan Agreement, the Borrower would be in compliance with each of the financial covenants set out in Section 5.03 (Financial Covenants) of the Loan Agreement; and

The above certifications are effective as of the date of this request for Disbursement and shall continue to be effective as of the date of the Disbursement. If any of these certifications is no longer valid as of or prior to the date of the requested Disbursement, the Borrower will immediately notify IFC and will repay the amount disbursed upon demand by IFC if Disbursement is made prior to the receipt of such notice.

Yours faithfully, BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:	[Authorized Representative]**

Copy to: Director, Department of Financial Operations
International Finance Corporation

^** As named in the Borrower’s Certificate of Incumbency and Authority (see Schedule 1).

- 57 -

SCHEDULE 3

Page 1 of 1

FORM OF LOAN DISBURSEMENT RECEIPT

(See Section 2.02(b) of the Loan Agreement)

[Borrower’s Letterhead]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

Attention: Director, Department of Financial Operations

Ladies and Gentlemen:

Investment No. 29759
Disbursement Receipt No. [_____]^* (Loan)

We, Banco de Galicia y Buenos Aires S.A., hereby acknowledge receipt on the date hereof, of the sum of                      (_____) disbursed to us by International Finance Corporation (“IFC”) under the GTLP Facility of                      (_____) provided for in the Loan Agreement dated September 8, 2010 between our company and IFC.^**

Yours truly, BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:	[Authorized Representative]***

*	To correspond with number of the Disbursement request. See Schedule 2.
**	Please note that in some jurisdictions one has to be able to prove amounts disbursed.
***	As named in the Borrower’s Certificate of Incumbency and Authority (see Schedule 1).

- 58 -

SCHEDULE 4

Page 1 of 1

FORM OF SERVICE OF PROCESS LETTER

(See Section 4.01(i) of the Loan Agreement)

[Letterhead of Agent for Service of Process]

[Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
Attention: Director, Global Financial Markets Department

Investment No. 29759
[Argentina]: [Borrower]

Ladies and Gentlemen:

Reference is made to (i) Section 7.04 of the Loan Agreement dated September 8, 2010 (the “Loan Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and International Finance Corporation (“IFC”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning specified in the Loan Agreement.

Pursuant to Section 7.04 (d) of the Loan Agreement, the Borrower has irrevocably designated and appointed the undersigned, CT Corporation System with offices currently located at 111 Eighth Avenue, 13^th Floor, New York, New York 100111, United States of America, as its authorized agent to receive for and on its behalf service of process in any legal action or proceeding with respect to the Loan Agreement in the courts of the United States of America for the Southern District of New York or in the courts if the State of New York located in the Borough of Manhattan.

The undersigned hereby informs you that it has irrevocably accepted that appointment as process agent as set forth in [each of] Section 7.04 (d) of the Loan Agreement, from                      until                      and agrees with you that the undersigned (i) shall inform IFC promptly in writing of any change of its address in New York, (ii) shall perform its obligations as such process agent in accordance with the relevant provisions of Section 7.04 of the Loan Agreement, and (iii) shall forward promptly to the Borrower any legal process received by the undersigned in its capacity as process agent.

As process agent, the undersigned and its successor or successors agree to discharge the above-mentioned obligations and will not refuse fulfillment of such obligations as provided under Section 7.04 (d) of the Loan Agreement.

Very truly yours, CT CORPORATION SYSTEM
By:
	Name:
	Title:

cc: [Borrower]

- 59 -

SCHEDULE 5

Page 1 of 1

FORM OF PROMISSORY NOTE

(See Section 2.02(c) of the Loan Agreement)

“PAGARÉ

“U$S •

Buenos Aires, • de • de •

Por igual valor recibido en préstamo, pagaremos incondicionalmente a la vista a International Finance Corporation, sin protesto, NO A LA ORDEN, la cantidad de Dólares Estadounidenses • millones (U$S •).

El monto adeudado bajo el presente Pagaré devengará (i) un interés compensatorio del • % (• por ciento) anual hasta la fecha del efectivo pago.; y (ii) En caso de falta de pago a la fecha de su presentación al cobro, un interés punitorio del 2% (dos por ciento) anual desde la fecha de su presentación al cobro hasta la fecha del efectivo pago.

Todos los pagos a efectuar en virtud de este Pagaré serán efectuados indefectiblemente en Dólares Estadounidenses. El suscriptor renuncia en forma incondicional e irrevocable a invocar la teoría de la imprevisión y onerosidad sobreviniente (Artículo 1198, párrafo segundo, del Código Civil de la República Argentina).

Todos los montos adeudados en virtud del presente Pagaré serán pagados libres de, y sin deducciones por, impuestos, tasas, gastos, derechos, y/o retenciones, presente o futuros, de cualquier naturaleza o tipo, sean éstos de jurisdicción nacional o provincial de la Argentina, o impuestos cobrados por cualquier autoridad impositiva de la Argentina. En caso de ser aplicable algún impuesto, tasa, cargo, gasto, derecho y/o retención de la índole mencionada, éste será pagado exclusivamente por el suscriptor.

En nuestro carácter de suscriptores, hacemos constar expresamente que ampliamos el plazo de presentación para el pago de este Pagaré hasta siete (7) años a contar desde la fecha.

Lugar de pago: 2121 Pennsylvania Av. N.W., Washington DC 20433, Estados Unidos de América.

BANCO DE GALICIA Y BUENOS AIRES S.A.

Por:
	Nombre:
	Cargo:                     ”

[NOTARY PUBLIC CERTIFICATION SIGNATURES & SIGNATORIES’ CAPACITY]

- 60 -

SCHEDULE 6

Page 1 of 1

FORM OF LETTER TO BORROWER’S AUDITORS

(See Section 4.01(h) and Section 5.01(c) of the Loan Agreement)

[Borrower’s Letterhead]

[Date]

[NAME OF AUDITORS]
[ADDRESS]

Investment No. 29759
Argentina: Banco de Galicia y Buenos Aires S.A.

Ladies and Gentlemen:

We hereby authorize and request you to give to International Finance Corporation (“IFC”) of 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“IFC”), all such information as IFC may reasonably request with regard to (i) the financial statements of the undersigned company, both audited and unaudited, and (ii) any management letter and other communications from you to our company or its management, all of which we have agreed to supply under the terms of a Loan Agreement between the undersigned company and IFC dated September 8, 2010 (the “Loan Agreement”). For your information, we enclose a copy of the Loan Agreement.

For our records, please ensure that you send us (i) a copy of all written communications you receive from IFC immediately upon receipt thereof, and (ii) a copy of all communications made by you to IFC immediately upon issuance thereof.

Yours truly, BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:	[Authorized Representative]*

Enclosure

cc: Director, Global Financial Markets Department
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America

^* As named in the Borrower’s Certificate of Incumbency and Authority (see Schedule 1).

- 61 -

SCHEDULE 7

Page 1 of 1

FORM OF INVESTMENT REPORT

		Eligible
		Sub-
	Company	Loan	Interest			BCRA				Description of Use
	Name	Amount	Rate*	Maturity	Industry	Ratings	Assets**	Sales**	Collateral***	of Proceeds
Sub-borrower 1
Sub-borrower 2
Sub-borrower 3
Sub-borrower 4

*	Specify if Floating or Fixed.
**	USD equivalent as of latest date available (within 3 months prior to disbursement request date).
***	Detailed description of the collateral, including latest valuation, latest valuation date, and valuation method used.

- 62 -

SCHEDULE 8

Page 1 of 1

FORM OF ELIGIBLE SUB-LOANS STATUS REPORT

Outstanding

Outstanding

Initial

Principal

Scheduled

Scheduled

Principal

Eligible Sub-

Amount prior to

Principal

Principal

Principal

Amount as of

Interest

Interest

Interest

BCRA

Description of

loan Amount

Payment Date

Due

Paid

Prepayment

Payment Date

Due

Paid

Rate*

Maturity

Industry

Rating

Assets**

Sales**

Use of Proceeds

Collateral ***

Sub-borrower/borrower of pledged loan 1

Sub-borrower/borrower of pledged loan 2

Sub-borrower/borrower of pledged loan 3

Sub-borrower/borrower of pledged loan 4

*	Specify if fixed or floating
**	USD equivalent as of latest date available (within 3 months prior to disbursement request date)
***	Detailed description of the collateral, including latest valuation, latest valuation date, and valuation method used.

- 63 -

SCHEDULE 9

Page 1 of 1

INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS

(See Section 5.04 (b) (iv) of the Loan Agreement)

[The content of this Schedule should be reviewed with the Investment Officer to determine any
revisions appropriate for a particular transaction]

(1) Sponsors and Shareholdings. Information on significant changes in share ownership of Borrower, the reasons for such changes, and the identity of major new shareholders.

(2) Country Conditions and Government Policy. Report on any material changes in local conditions, including government policy changes, that directly affect the Borrower (e.g. changes in government economic strategy, taxation, foreign exchange availability, price controls, and other areas of regulations.)

(3) Management and Technology. Information on significant changes in (i) the Borrower’s senior management or organizational structure, and (ii) technology used by the Borrower, including technical assistance arrangements.

(4) Corporate Strategy. Description of any changes to the Borrower’s corporate or operational strategy, including changes in products, degree of integration, and business emphasis.

(5) Markets. Brief analysis of changes in Borrower’s market conditions (both domestic and export), with emphasis on changes in market share and degree of competition.

(6) Operating Performance. Discussion of major factors affecting the year’s financial results (sales by value and volume, operating and financial costs, profit margins, capacity utilization, capital expenditure, etc.).

(7) Financial Condition. Key financial ratios for previous year, compared with ratios covenanted in the Loan Agreement.

(8) AML/CFT. At least one of the following: (i) a report by the AML/CFT Officer on the implementation of, and compliance with, the Borrower’s AML/CFT policies, procedures and controls; (ii) an internal or external auditor’s assessment on the adequacy of the Borrower’s policies, procedures and controls for AML/CFT; or (iii) a report by the AML/CFT regulator of the Borrower concerning the Borrower’s compliance with local AML/CFT laws and regulations;

- 64 -

SCHEDULE 10

Page 1 of 2

FORM OF PORTFOLIO REPORT

(See Section 5.04 (b) of the Loan Agreement)

Bank Name:
Date of Financial Year Ending (dd/mm/yy)
Exchange Rate (Local Currency/US$)

			Portfolio >90 days
	Portfolio		overdue		Annual Disbursements
		Outstanding		Outstanding		Total Disbursed
Loan Type	Number	Balance (US$)	Number	Balance (US$)	Number	FY ____ (US$)
Consumer
Housing Loans
Other Consumer
Commercial Loans (MSME & Corporate)
<US$1,000
<US$5,000
<US$10,000
<US$100,000
<US$1 million
<US$2 million
>US$2 million
Total Portfolio

Comments:

- 65 -

SCHEDULE 10

Page 2 of 2

Guidelines for Completing this Table

• Provide data as of the final day of the financial institution’s financial year unless otherwise specified.

• Provide data in Dollars, using the exchange rate (Pesos/ $) at the end of the financial institution’s financial year if applicable.

• It is important that the table be filled in exactly as it is presented above, using the pre-established loan size categories as IFC will be aggregating data across clients and requires this for comparability.

• Loans should be put into loan type categories based on the size of the loan at origination.

• For overdue loans please report total loan amounts outstanding for which payments have not been made (and not just the overdue portion).

• Do not include penalties and fees in the outstanding balances.

• Loans to individuals for business purposes should be included in commercial loans, not consumer loans.

• Disbursements should include all loans disbursed over the course of the year. Where loans are disbursed in tranches over two financial year periods, please include the full disbursement amount in the year of the first disbursement.

• Please provide comments on any unusual aspects of the date in this table, or aberrations from these guidelines.

- 66 -

SCHEDULE 11

Page 1 of 5

FORM OF S&E PERFORMANCE REPORT

(See Section 5.04 (d) of the Loan Agreement)

Please provide responses to the questions below. Please include additional sheets or attachments as required to provide details on questions that have been answered Yes.

Name of Organization
Completed by (name):
Position in organisation:		Date:
Reporting period	From:		To:

Report Covering Period:

From: To:

For the reporting period, please provide the following information about your portfolio where applicable:

(a) FI Business Lines

		Total exposure
		outstanding for most	Average loan or
		recent FY year end	transaction size
Product line	Description	(in US$)	(in US$)
Retail banking/Consumer loans	Loans or other financial products for individuals (includes retail housing finance and vehicle leasing)
Long term:
Transactions with tenor greater than 12 months
SME	Any lending, leasing or other financial assistance to any corporate or legal entity other than an individual, with individual transactions less than US $1 million
Project finance/Large Corporate finance	Any lending, leasing or other financial assistance to any corporate or legal entity other than an individual, with individual transactions larger than US $1 million
Trade finance
Short term (ST):
Transaction with tenor less than 12 months
ST Corporate finance
ST Trade finance
Other
Microfinance
Other (if applicable)	Please describe

(b) Exposure by Industry Sectors

- 67 -

If there is any exposure in the area of SME or large corporate/project finance (your corporate portfolio), please provide an indicative % of portfolio that these sectors represent of the total corporate portfolio.

		Outstanding
		exposure (in	% of corporate
S. No	Industrial Sector	US$)	portfolio
	Animal Production
	Apparel
	Chemicals
	Collective Investment Vehicles
	Common Carriers
	Construction and Real Estate
	Consumer Goods
	Crop Production
	Electrical Equipment, Appliances and Components
	Fabric Mills
	Fabricated Metal Product Manufacturing
	Finance & Insurance
	Finishing (Dyeing, Printing, Finishing, etc.)
	Fishing
	Food & Beverages
	Forestry
	Furniture and Related Products
	Integrated Textile Operation (Spinning, Weaving/Knitting, but no Garment )
	Internet Projects
	Leather and Allied Products
	Machinery and Other Industrial
	Nonmetallic Mineral Product Manufacturing
	Oil, Gas and Mining
	Plastics & Rubber
	Primary Metals
	Printing & Publishing
	Pulp & Paper
	Spinning (Yarn, Including Integrated with Fiber Production)
	Telecommunications
	Textiles — Others
	Transport Service
	Transportation Equipment
	Utilities
	Warehousing & Storage
	Wholesale and Retail Trade covering any of the following. Gasoline stations, dry cleaners, printing, large auto and truck fleets, photographic film processing and any operations involving the use of any chemical of biological wastes or materials
	Wood Products
	Total

- 68 -

If engaged in long term SME or large corporate/project finance, please provide information as requested of all loan assets meeting the following conditions:

• Longer than twelve (12) months tenor

• Larger than US $1 million outstanding exposure

	Type of loan		Value of		Any environmental and social
Company/	(large corporate/	Tenor of loan	exposure	Industry	risks and measures taken to
Project name	SME/trade finance)	(months)	(US$ mn)	Sector4	mitigate the risks

⁴ Please use any standard classification or the sectors listed in the earlier table

- 69 -

Section 1.2 Social & Environmental Management System (SEMS)

Policies & Processes	Yes/No
Has your organization developed and implemented an SEMS?		If yes, please attach a copy of the SEMS to this report.
If there is an SEMS already in place, have there been any updates to the SEMS or policy and procedures adopted by your organization during the reporting period?		If yes, please provide a copy of the updates including dates and reasons for the same.
Has senior management signed off on the updated policy/procedure?		If yes, please provide the date and internal communication indicating the same.
Please give details of any transactions rejected on environmental, health, safety or social grounds.
Please state any difficulties and/or constraints related to the implementation of the social and environmental procedures.
Please describe how you ensure that your clients and their projects are operated in compliance with the National laws and regulations and the Performance Standards.
Please provide two sample internal S&E review reports conducted for projects considered last year. (Only applicable if the Performance Standards is an S&E Requirement)
Please give details of any material social and environmental issues associated with borrowers during the reporting period in particular.
Capacity	Yes/No
Please provide the name and contact information of the Environmental Officer or Coordinator who has the overall responsibility for the implementation of SEMS.		Please describe the training or learning activities the Environmental Officer or Coordinator attended during year.
Please provide current staffing of other core SEMS persons in the organization involved with SEMS implementation.		Please describe the training provided to the SEMS persons and other team members during year.
What was the budget allocated to the SEMS and its implementation during the year?		Please provide budget details including staff costs and training as well as any actual costs.
Monitoring	Yes/No
Do you receive any non-financial reporting from industrial projects that you finance?		If yes, please describe and provide supporting documents including any social and environmental considerations if applicable.
Do you check for ongoing compliance of your projects with national regulation and any other requirements such as the Performance Standards?		If yes, please describe the process including any social and environmental considerations if applicable.
Please describe how you monitor the client and project social and environmental performance. Please provide the following information:		Please describe and provide supporting documents and please provide information on the number of projects where a field visit was conducted by staff to review aspects including social and environmental issues.
•    Number of projects n portfolio classified as category A or B
•    Number providing annual reports
•    Number of projects where a field visit was conducted by a bank staff to review aspects including and social and environmental issues
Please provide details of any accidents/ litigation/complaints/regulatory notices and fines:
•    Any incidents of non-compliance with the S&E Requirements
•    Covenants/conditionalities imposed by the Bank as a result of any non-compliance
Reporting	Yes/No
Is there an internal process to report on social and environmental issues to Senior management?		If yes, please explain the process, reporting format and frequency and actions taken if any.
Do you prepare any social and environmental reports:		If yes, please provide copies of these reports.
•    For other MLAs
•    Other stakeholders
•    S&E reporting in the Annual Report
•    Sustainability reports

- 70 -

Activities on IFC Exclusion List

If any, please indicate the dollar percentage of loans or investments out of your total outstanding exposure provided to clients who are substantially involved in IFC excluded activities.	—	%
If the percentage is not zero, please explain these exposures and any steps having been taken to reduce such exposure.

Sustainable finance

Have you made any investments in projects that have social and environmental benefits such as investing in management systems, energy efficiency, renewable energy, cleaner production, pollution management, supply chain greening, corporate social responsibility, community development etc? Please list these in the format provided below:

	Value financed by the company	Type of social and environmental
Project Name	(US$ million)	benefit5

⁵ Examples are cleaner production, energy efficiency, renewable energy, carbon finance, management system improvement, sustainable supply chain, corporate social responsibility etc.

- 71 -

SCHEDULE 12

Page 1 of 1

SEMS PLAN

(See Section 5.01 (j) of the Loan Agreement)

Type of Action	Suggested Action	Timeframe
Enhancing the SEMS per the Applicable Requirements	The Borrower shall revise its S&E Management System to: •    Incorporate the latest version of the IFC Exclusion List for screening Relevant Financing Operations; and	Within 3 months of Commitment
	•    Include screening projects against applicable IFC Performance Standards. The IFC Performance Standards are available on http://www.ifc.org/ifcext/enviro.nsf/Content/EnvSocStandards
Staff training	The Borrower shall ensure that all staff responsible for implementation of the S&E Management System is trained to be able to ensure its effective implementation.	At all times

- 72 -

EX-4.9

Exhibit 4.9

EXECUTION COPY

TERM FACILITY AGREEMENT

DATED as of December 17, 2010

BETWEEN

BANCO DE GALICIA Y BUENOS AIRES S.A.
AS BORROWER

AND

NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ
VOOR ONTWIKKELINGSLANDEN N.V.
AS LENDER

CONTENTS

Section	Page
1. Definitions and Interpretation		1
1.1 Definitions		1
1.2 Financial Definitions		14
1.3 Financial Calculations		18
1.4 Construction		18
2. Purpose		19
3. The Facility		19
3.1 The Facility		19
3.2 Procedure for Utilization		19
3.3 Interest		20
3.4 Default Interest		25
3.5 Repayment		26
3.6 Prepayment and Cancellation		26
3.7 Fees		28
3.8 Costs and Expenses		29
3.9 Tax Gross-up and Indemnities		30
3.10 Increased Costs		32
3.11 Currency Indemnity		32
3.12 Other indemnities		33
3.13 Evidence of Debt		33
4. Representations and Warranties		34
4.1 Representations and Warranties		34
4.2 Repetition		39
4.3 FMO Reliance		39
4.4 Rights and Remedies Not Limited		40
5. Conditions of Utilization		40
5.1 Conditions of First Utilization		40
5.2 Conditions of all Utilizations		43
5.3 Conditions for each Utilization other than the first Utilization		44
5.4 Conditions for FMO Benefit		44
6. Covenants		44
6.1 Affirmative Covenants		45
6.2 Negative covenants		48
6.3 Informational Covenants		50
6.4 Insurance Covenants		52
7. Events of Default		53
7.1 Events of Default		53
7.2 Acceleration		57
8. Miscellaneous		58
8.1 Changes to Lender		58
8.2 Changes to the Borrower		60
8.3 Conduct of Business by FMO		60
8.4 Payment Mechanics		60
8.5 Set-off		63
8.6 Notices		63
8.7 Calculations and Certificates		65
8.8 Remedies and Waivers		66

i

Section	Page
8.9 Amendments and Waivers		66
8.10 Counterparts		66
8.11 Governing law		66
8.12 Arbitration		66
8.13 Court Jurisdiction		67
8.14 Third Parties		69
8.15 Waiver of Damages		69
8.16 Survival		70
8.17 Entire Agreement		70
Annexes:
ANNEX A authorizations		72
ANNEX B mandatory cost formula		73
ANNEX C corporate governance guidelines		74
ANNEX D security documents		78
Schedules:
SCHEDULE 1. form of utilization request		79
SCHEDULE 2. form of utilization receipt		81
SCHEDULE 3. form of assignment and assumption agreement		82
SCHEDULE 4. form of compliance certificate		86
SCHEDULE 5. form of certificate of incumbency and authority		88
SCHEDULE 6. form of auditors’ letter		90
SCHEDULE 7. form of process agent letter		92
SCHEDULE 8. form of Note		94
SCHEDULE 9. excluded activities		104
SCHEDULE 10. form of eligible sub-loan report		106
SCHEDULE 11. methodology for calculation of the capital adequacy ratio		108

ii

THIS TERM FACILITY AGREEMENT (this “Agreement”) is dated as of December 17, 2010 and made between:

1. BANCO DE GALICIA Y BUENOS AIRES S.A. (the “Borrower”), a sociedad anónima organized and existing under the laws of the Republic of Argentina; and

2. NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. (“FMO”), a company limited by shares organized and existing under the laws of The Netherlands.

RECITALS

(A) FMO is a development finance institution providing financing solutions for private companies in developing countries.

(B) At the Borrower’s request, FMO is willing to make available a senior secured Dollar term loan facility to the Borrower in an aggregate principal amount of up to twenty million Dollars (US$20,000,000), subject to the terms and conditions set forth in this Agreement.

(C) The sole purpose of the Facility is to permit the Borrower to provide long-term financing in the form of Eligible Sub-loans to Eligible Sub-borrowers, as more particularly specified in this Agreement.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

“Accounting Principles” means either (i) the International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis; or (ii) generally accepted accounting principles for banking institutions in the Country, as established by the Central Bank, in each or either case, consistently applied.

“Act No. 24,441” means the Housing and Construction Funding Act No. 24,441 (Title III) of the Country.

“Adjusted Margin” means four and eighty one hundredths of one percent (4.80%) per annum.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company, provided that the Major Shareholder shall be deemed to be an Affiliate of the Borrower.

“Annual Environmental and Social Performance Report” means the annual environmental and social performance report in a form agreed between the Borrower and the Lender (as the same may be modified from time to time with the consent of FMO).

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“Anti-Terrorism Laws” has the meaning given to that term in Section 4.1.24 (Anti-Terrorism Laws).

“Applicable Law” means any common or customary law, constitutional law, any statute, regulation, resolution, rule, ordinance, communiqué, enactment, judgment, order, code, decree, directive, requirement or other governmental restriction and any form or decision of or determination by or interpretation of any of the foregoing (whether or not having the force of law) by any Authority, now or hereafter in effect, in each case as amended, re-enacted or replaced from time to time.

“Applicable Margin” means, for any period that FMO has determined that a Margin Adjustment Period is in effect, the Adjusted Margin, and at all other times, the Base Margin.

“Argentine Peso” or “Peso” means the Argentine peso or, if different, the lawful currency from time to time of the Country.

“Assignment and Assumption Agreement” means an Assignment and Assumption Agreement substantially in the form set out in SCHEDULE 3 (Form of Assignment and Assumption Agreement).

“Auditors” means PricewaterhouseCoopers, being an independent public accountant or such other independent public accountant appointed by the Borrower subject to Section 6.2.9 (Auditors).

“Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank).

“Authorization” means an authorization, consent, approval, resolution, license, exemption, notice, filing, notarization or registration from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals, powers or consents.

“Authorized Representative” means, with respect to any person, the natural persons who are duly authorized to act on behalf of such person and, if applicable, whose names and a specimen of whose signatures appear on the Certificate of Incumbency and Authority most recently delivered by such person to FMO.

“Availability Period” means the period from and including the date of this Agreement to and including July 1, 2012.

“Available Facility” means, at any time before the end of the Availability Period, the amount of the Facility minus:

(a) the amount of the outstanding Loan;

(b) solely in relation to any proposed Utilization, the amount of any Utilizations that are due to be made on or before the proposed Utilization Date; and

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(c) any amount cancelled pursuant to Section 3.6.3 (Voluntary Cancellation).

“Banking Regulations” means the laws and regulations applicable to banking and financial institutions in the Country, including any rules, regulations and/or directives issued by the Central Bank or any other person that has authority to regulate the banking sector in the Country.

“Base Margin” means four and ninety-five one hundredths of one percent (4.95%) per annum.

“Basic Terms and Conditions of Employment” means the requirements on wage, working hours, labour contracts and occupational health & safety issues, stemming from ILO conventions 26 and 131 (on remuneration), 1 (on working hours) and 155 (on health & safety).

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York, New York and in London, England.

“Cancellation Fee” means an amount equal to two percent (2.00%) of the aggregate principal amount to be cancelled.

“Central Bank” means Banco Central de la República Argentina, any other person from time to time exercising the functions of a central bank in the Country from time to time and/or any of their respective successors.

“Certificate of Incumbency and Authority” means a certificate in the form of SCHEDULE 5 (Form of Certificate of Incumbency and Authority).

“Client” means each client of the Borrower.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder, whether or not having the force of law.

“Collection Account” means the segregated, U.S. Dollar-denominated savings account established or to be established in the name of FMO with the Depositary Bank in Argentina for purposes of receiving payments under all Eligible Sub-loans constituting part of the Security in accordance with the Security Agreement.

“Commitment Fee” means the commitment fee payable to FMO pursuant to Section 3.7.1 (Commitment Fee).

“Compliance Certificate” means a certificate substantially in the form set out in SCHEDULE 4 (Form of Compliance Certificate), in form and substance satisfactory to FMO.

“Constitutive Documents” means, in respect of any company, corporation, partnership, enterprise, governmental agency or other entity, its foundation agreement or any other founding act, articles of incorporation and bylaws, memorandum and articles of association, statutes or similar instruments.

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“Control” means, in relation to any person:

(a) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise), directly or indirectly, to:

(i) cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of such person;

(ii) appoint or remove all, or the majority, of the directors or other equivalent officers of such person; or

(iii) give directions with respect to the operating and financial policies of the Borrower which the directors or other equivalent officers of such person are obliged to comply with; or

(b) the holding, directly or indirectly, of more than one-half of the issued share capital of such person (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital);

provided that “Controlling” and “Controlled” have corresponding meanings.

“Core Labour Standards” means the requirements on child and forced labour, discrimination and freedom of association and collective bargaining, stemming from the ILO Declaration on Fundamental Principles and Rights at Work, adopted in 1998 and covering: (i) freedom of association and the right to collective bargaining, (ii) the elimination of forced and compulsory labour, (iii) the abolition of child labour and (iv) the elimination of discrimination in the workplace.

“Country” means the Republic of Argentina.

“Court Day” means a day (other than a Saturday or Sunday) on which commercial law courts are open for general judicial purposes in the City of Buenos Aires, Argentina (in relation to any action or judicial proceeding in Argentina).

“Default” means an Event of Default or any event or circumstance which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, become an Event of Default.

“Depositary Agreement” means the agreement between FMO, as depositor, and the Depositary Bank governed by Argentine law and establishing FMO’s ownership and control over the Collection Account, as such agreement may be amended, supplemented and otherwise modified from time to time (including pursuant to the Security Agreement), in form and substance satisfactory to FMO.

“Depositary Bank” means Banco de Galicia y Buenos Aires S.A., or such other bank or financial institution in the Country acceptable to FMO, at which the Collection Account is to be maintained for purposes of this Agreement and the other Finance Documents.

“Discharged Rights and Obligations” has the meaning assigned to that term in sub-Section 8.1.4(c) of Section 8.1.4 (Procedure for Transfer).

“Dispute” has the meaning assigned to that term in Section 8.12.1 (Submission to Arbitration).

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“Dollar”, “U.S. Dollar”, “$”, “US$” and “USD” means the lawful currency of the United States of America.

“Eligible Sub-borrower” means a Sub-borrower which is not engaged in any Excluded Activity and which qualifies as a borrower under the current version of paragraphs 2.1.1 to 2.1.4 of Section 2 of the Rules on Credit Policy (‘Política de Crédito’) of the Central Bank.

“Eligible Sub-loan” means a Sub-loan made to an Eligible Sub-borrower, which: (i) is denominated and payable in Dollars, (ii) is made in the form of a book-entry mortgage backed debt security (‘letra hipotecaria escritural’), created and delivered fully in accordance with the terms of Act No. 24,441 and EO No. 780, and (iii) bears interest at rate not less than that which is from time to time payable by the Borrower in respect of the Loan under this Agreement .

“Eligible Sub-loan Report” means a report substantially in the form set out in SCHEDULE 10 (Form of Eligible Sub-loan Report), in form and substance satisfactory to FMO.

“Environmental and Social Action Plan”, or “ESAP”, means a comprehensive plan developed by the Borrower in consultation with the Environmental and Social Consultant dedicated to the systematic and structured improvement of environmental and social performance of the Borrower and its Clients, targeted to identify and manage environmental and social risks and opportunities in the loan and investment appraisal and management processes, integrated in the Borrower’s organizational structure, planning activities, responsibilities, practices, procedures, processes and resources, and satisfactory to FMO for:

(a) assuring compliance with Sub-clause 6.2.8 (Excluded Activities);

(b) assessing the environmental, social, labour, occupational health and safety risks associated with the Borrower and each Client;

(c) verifying that the Borrower and each Client complies with the Environmental and Social Requirements; and

(d) monitoring, evaluating and reporting on the compliance of the Borrower and all Clients with the Environmental and Social Requirements.

“Environmental and Social Claim” means any claim, proceeding or investigation by a person in respect of an Environmental Law or Social Law.

“Environmental and Social Consultant” means an environmental and social consultant appointed by the Borrower and approved by FMO for purposes of developing and implementing an Environmental and Social Action Plan, or such successor environmental and social consultant as may be appointed from time to time by the Borrower with the consent of FMO.

“Environmental and Social Permit” means any permit, license, consent, approval and other authorization and the filing of any notification report or assessment required under any Environmental Law or Social Law for the operation of the business of the Borrower or any Client.

“Environmental and Social Requirements” means all applicable Environmental Laws, Social Laws and Environmental and Social Permits.

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“Environmental Law” means any law, rule or regulation (including international treaty obligations) applicable in any jurisdiction concerning environmental matters and natural resource management.

“EO 780” means the Executive Order No. 780/95 of the Country.

“ERISA” means the Employee Retirement Security Act of 1974, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“ERISA Plan” has the meaning assigned to that term in Section 4.1.20 (No ERISA Plans).

“Event of Default” means any event or circumstance specified as such in Section 7 (Events of Default).

“Excluded Activity” means any activity identified in Schedule 9 (Excluded Activities).

“Facility” means the term facility made available under this Agreement as described in Section 3.1 (The Facility).

“Finance Document” means each of this Agreement, each Note, each Security Document and any other document designated as such by FMO and the Borrower.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Principles, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(g) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(h) any amount raised by the issue of redeemable shares;

(i) any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into this agreement is to raise finance;

6

(j) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; and

(k) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.

“Financial Statements” means, in relation to the Borrower, the audited consolidated financial statements of the Borrower for the financial year ended December 31, 2009, prepared in accordance with the Accounting Principles.

“First Currency” has the meaning assigned to that term in Section 3.11.1 (Currency Indemnity).

“Fixed Rate Swap Equivalent” means for each Installment, the Interbank Market Fixed Rate in respect of a specified maturity matching the Tenor of that Installment and if there is no maturity matching the Tenor of that Installment, the various rates shall be interpolated in accordance with Section 3.3.2(c).

“Fixed Rate Utilization” has the meaning assigned to that term in Section 3.3.8(a).

“FMO Break Costs” means the amount (if any) by which:

(a)	the interest which FMO should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the Loan or Unpaid Sum received been paid on the last day of that Interest Period;
	exceeds:

(b) the amount which FMO would be able to obtain by placing an amount equal to the Loan or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Foreign Exchange Restriction Event” means: (a) any present or future Applicable Law, rule, directive, order or regulation or change therein, or any interpretation thereof, or any other act or series of acts or an omission or series of omissions by any Authority having the effect of impeding, restricting, preventing or prohibiting the exchange of Pesos or the transfer of Pesos or Dollars outside the Country, (b) the refusal by entities authorized under the laws of the Country to operate in the foreign exchange markets to exchange Pesos for Dollars or to transfer them abroad, (c) the requirement of approval by any Authority for any transfer of Dollars outside the Country or for any other payment to be made under this Agreement by the Borrower, (d) the unavailability of Dollars in any exchange market of the Country for transfer outside the Country, or (e) any moratorium imposed by any Authority on any payment or remittance outside the Country.

“Front-end Fee” means the front-end fee payable to FMO pursuant to Section 3.7.2 (Front-end Fee).

“Group” means the Borrower and each of its Subsidiaries (if any) and other Affiliates from time to time.

7

“Holding Company” means, in relation to the Borrower, any other company or corporation in respect of which it is a Subsidiary.

“ILO” means the International Labour Organisation, the tripartite United Nations agency which brings together governments, employers and workers of its member states in common action to promote decent work throughout the world.

“Increased Costs” means:

(a) a reduction in the rate of return from the Facility or on FMO’s overall capital;

(b) an additional or increased cost; or

(c) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by FMO to the extent that it is attributable to FMO having entered into a commitment or funding or performing its obligations under any Finance Document.

“Installment” means the pro-rata amount of each Utilization that falls due on each of the Repayment Dates set out in Section 3.5.1 (Repayment of Loan).

“Installment Weight” means in relation to each Installment, its weight in relation to the Utilization of which it forms part, calculated using the product of its amount and Tenor divided by the sum of the products of all the amounts of all Installments in that Utilization and their respective Tenors as set out in the following formula:

Installment Weight = (A1 x T1) ÷ [the sum of (A1 x T1) + (A2 x T2) + (A“n” x T“n”)]

where

(i) A1 is the amount of the Installment of which the weight is being calculated;

(ii) T1 is the Tenor of the Installment of which the weight is being calculated;

(iii) From A1 to and including A“n” is the amount of each of the Installments in the relevant Utilization; and

(iv) From T1 to and including T“n” is the Tenor of each of the Installments in the relevant Utilization.

“Interbank Market Fixed Rate” means the rate determined by the International Swap and Derivatives Association Inc. (ISDA) for receiving interest at LIBOR as published by Bloomberg Financial Markets Service on the page ISDAFIX 1 or any successor page thereto.

“Interest Payment Date” means each January 15 and July 15 of each year.

“Interest Period” means, in relation to any Utilization, each period determined in accordance with Section 3.3.4 (Duration of Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Section 3.4 (Default Interest).

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

8

“Lender” means (a) FMO and (b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Section 8.1.1 (Assignments by Lender), and the term “FMO”, when used in this Agreement, shall be deemed to include any Lender.

“LIBOR” means, in relation to any Utilization:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the Interest Period of the relevant Utilization) the arithmetic mean of the rates (rounded upwards to the nearest three decimal points) as supplied to FMO at its request quoted by the Reference Banks, to leading banks in the London interbank market,

as at 11:00 am, London, England time, on the Quotation Day for the offering of deposits in Dollars for a period comparable to the Interest Period for that Utilization, provided that solely for purposes of any determination of LIBOR to be made pursuant to Section 3.3.8 (Fixed Interest Rate Option), the term “LIBOR” shall mean the British Bankers’ Association London interbank offered rate for deposits in Dollars displayed on the appropriate page of the Reuters screen.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of agreement or arrangement having a similar effect, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Loan” means the loan made or to be made under the Facility or the principal amount outstanding under the Facility from time to time.

“Loan Consolidation Date” means the earliest of (i) the first Interest Payment Date after the Facility has been fully disbursed (ii) the first Interest Payment Date after the last day of the Availability Period and (iii) the date on which the non-utilized balance of the Available Facility has been cancelled pursuant to Section 3.6.1 (Illegality), Section 3.6.2 (Change of Control), Section 3.6.3 (Voluntary Cancellation) or Section 7.2 (Acceleration).

“Loan Fixed Interest Rate” means, beginning on the Loan Consolidation Date, the rate at which interest is payable on the total amount of the Fixed Rate Utilizations, as determined in accordance with Section 3.3.8(d).

“Local Currency” means the Argentine Peso and/or any other lawful currency of the Country.

“Major Shareholder” means Grupo Financiero Galicia S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina.

“Mandatory Cost” means in relation to FMO in respect of any Interest Period for a Utilization, the cost to FMO of compliance with the requirements of the European Central Bank, determined in accordance with ANNEX B (Mandatory Cost Formula) (any such cost, for the purposes of this Agreement, to be represented by the percentage rate notified by FMO prior to the last day of the relevant Interest Period).

9

“Margin Adjustment Period” means any period commencing on the first day of the first Interest Period to commence after FMO has determined in its discretion that the conditions set forth in Section 3.3.1(b) and (c) for application of the Adjusted Margin have been satisfied, and ending on the first day of any Interest Period in which FMO has determined in its discretion that the conditions set forth in Section 3.3.1(b) and (c) for application of the Adjusted Margin are not satisfied.

“Margin Stock” has the meaning given to that term in Regulations T, U and X issued by the Board of Governors of the United States Federal Reserve System.

“Market Disruption Event” means:

(a) at or about 11:00 am, two (2) Business Days before the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to FMO to determine LIBOR for Dollars and the relevant Interest Period; or

(b) before close of business in London, England on the Quotation Day for the relevant Interest Period, FMO determines that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.

“Material Adverse Effect” means a material adverse effect on:

(a) the business, operations, property, condition (financial, environmental, social or otherwise) or prospects of the Borrower or the reputation of FMO;

(b) the ability of the Borrower to perform its obligations under the Finance Documents; or

(c) the validity or enforceability of the Finance Documents or the rights, benefits or remedies or priorities of the Lender arising out of, under, in connection with, or relating to any Finance Document or otherwise; or

(d) the validity, enforceability, perfection, priority or value of the Security; or

(e) the international or local financial markets that, in the sole opinion of the Lender, materially affects the Lender’s ability to fund the Loan during the Availability Period or the Borrower’s ability to perform its obligations under any Finance Document at any time.

“Monitoring Fee” means the monitoring fee payable to FMO pursuant to Section 3.7.3 (Monitoring Fee).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month;

provided that the above rules will only apply to the last Month of any period.

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“New Lender” has the meaning assigned to that term in Section 8.1.1 (Assignments by Lender).

“New York” means the State of New York, United States of America.

“Note” means each acknowledgement of debt (‘reconocimiento de deuda’) or promissory note (‘pagaré’), as the case may be, issued or to be issued in accordance with Section 3.13 (Evidence of Debt), in the form of Schedule 8 (Form of Note) (together with any changes as may be agreed by the parties thereto prior to the execution thereof), and each acknowledgement of debt or promissory note delivered in substitution or exchange therefor, in each case in form and substance satisfactory to FMO.

“Official” means any officer of a political party or candidate for political office in the Country or any officer or employee of the government of the Country (including any legislative, judicial, executive or administrative department, agency or instrumentality thereof) or of a bilateral or multilateral agency, export credit agency or any other international organization.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Liens” means:

(a) the Security;

(b) Liens for Taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 6.1.5 (Taxation);

(c) Liens imposed by operation of law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens or any Lien arising in the ordinary course of business securing obligations that are not overdue for a period of more than thirty (30) days;

(d) Liens in favor of the Central Bank securing short-term liquidity loans made to the Borrower by the Central Bank;

(e) Liens to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; and

(f) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes;

but in each case only to the extent that such Liens do not, and are not reasonably likely to, have a Material Adverse Effect.

“Prepayment Fee” means an amount equal to two percent (2.00%) of the aggregate principal amount to be prepaid.

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“Prohibited Payment” means any offer, gift, payment, promise to pay or authorization of the payment of any money or anything of value, directly or indirectly, to or for the use or benefit of any Official (including to or for the use or benefit of any other person if the Borrower knows, or has reasonable grounds for believing, that the other person would use such offer, gift, payment, promise or authorization of payment for the benefit of any such Official), for the purpose of influencing any act or decision or omission of any Official in order to obtain, retain or direct business to, or to secure any improper benefit or advantage for, the Borrower or any other person, provided that any such offer, gift, payment, promise or authorization of payment shall not be considered a Prohibited Payment if, in FMO’s opinion, it (i) is lawful under applicable written laws and regulations or (ii) is made for the purpose of expediting or securing the performance of a routine governmental action (as such term is construed under Applicable Law).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market, in which case the Quotation Day will be determined by FMO in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days), provided that in relation to any determination of a Utilization Fixed Interest Rate pursuant to Section 3.3.8(c), the term “Quotation Day” means two (2) Business Days before the proposed Utilization Date on which the applicable Utilization Fixed Interest Rate is determined pursuant to Section 3.3.8(c).

“Redeployment Cost” has the meaning given to that term in Section 3.3.8(h).

“Reference Banks” means three leading commercial banks active in the Relevant Interbank Market selected by FMO.

“Relevant Interbank Market” means the London interbank market.

“Repayment Date” means each of the dates specified in Section 3.5.1 (Repayment of Loan) as Repayment Dates.

“Repayment Installment” means each installment for repayment of the Loan referred to in Section 3.5.1 (Repayment of Loan).

“Repeating Representations” means all the representations set out in Section 4.1 (Representations and Warranties).

“Rules” has the meaning assigned to that term in Section 8.12.1 (Submission to Arbitration).

“Screen Rate” means in relation to LIBOR, the British Bankers Association Interest Settlement Rate for Dollars for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, FMO may specify another page or service displaying the appropriate rate after consultation with the Borrower.

“Second Currency” has the meaning assigned to that term in sub-Section 3.11.1 of Section 3.11 (Currency Indemnity).

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“Security” means the security created by or pursuant to the Security Documents to secure all outstanding amounts owing by the Borrower to the Lender(s) under the Finance Documents and such other obligations as may be contemplated by the terms of such Security Documents.

“Security Agreement” means the pledge agreement between the Borrower and FMO governed by Argentine law, granting in favor of FMO a first priority perfected pledge over all of the Borrower’s right, title and interest in, to and under Eligible Sub-loans made or to be made from time to time utilizing the proceeds of the Loan and any notes, instruments, guarantees, collateral or other ancillary rights relating thereto, as the same may be amended, supplemented or otherwise modified from time to time, in form and substance satisfactory to FMO.

“Security Document” means each of the Security Agreement, the Depositary Agreement and each other document listed in Annex D (Security Documents), all on terms and conditions, and in form and substance, satisfactory to FMO.

“Social Law” means any law, rule or regulation (including international treaty obligations) applicable in any jurisdiction concerning (i) labour, (ii) social security, (iii) the regulation of industrial relations (between government, employers and employees), (iv) the protection of occupational as well as public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage and (ix) all other laws, rules and regulations providing for the protection of employees and citizens.

“Sub-borrower” means a client of the Borrower under any Sub-loan.

“Sub-loan” means each loan, credit facility or other extension of credit made or made available by the Borrower, as lender, to its clients, as borrowers.

“Subsidiary” means in relation to any company or corporation, any person:

(a) which is Controlled, directly or indirectly, by the first mentioned company or corporation;

(b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation.

“Sum” has the meaning assigned to that term in sub-Section 3.11.1 of Section 3.11 (Currency Indemnity).

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

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“Tax Payment” means either the increase in a payment made by the Borrower to FMO under Section 3.9.1 (Tax Gross-up) or a payment under Section 3.9.2 (Tax Indemnity).

“Tenor” means in relation to each Installment, the period beginning on the Utilization Date of the relevant Utilization of which the Installment forms part and ending on the Repayment Date of that Installment.

“Termination Date” means January 15, 2017.

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“Utilization” means the disbursement of a portion of the Loan as requested in a Utilization Request or, as the context requires, the principal amount thereof outstanding from time to time.

“Utilization Date” means the date of any Utilization, being the date on which the relevant Utilization is to be made.

“Utilization Fixed Interest Rate” means, with respect to any Utilization of a Fixed Rate Utilization, the rate at which interest is payable on that Utilization during the period prior to the Loan Consolidation Date, as determined in accordance with Section 3.3.8(c) (Calculation of Interest).

“Utilization Receipt” means a notice substantially in the form set out in SCHEDULE 2 (Form of Utilization Receipt).

“Utilization Request” means a notice substantially in the form set out in SCHEDULE 1 (Form of Utilization Request).

“VAT” means value added tax or tax of a similar nature in any relevant jurisdiction.

“Weighted Average Swap Rate” means in relation to each Utilization the weighted average of the Fixed Rate Swap Equivalents being the sum of all Installment Weights in that Utilization multiplied by their respective Fixed Rate Swap Equivalents.

1.2 Financial Definitions

“Adjusted Interest Rate Gap” means for any time period listed in the first column of the following chart (each, a “Time Period”), the result obtained by multiplying:

(a)	the Interest Rate Gap for such Time Period;
	by

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(b) the weighting factor listed opposite such Time Period in the following chart (the “Weighting Factor”).

Time Period	Weighting Factor
from 0 to and including 180 days		1.0	%
greater than 180 days, to and including 365 days		3.5	%
greater than 365 days, to and including 3 years		8.0	%
greater than 3 years, to and including 5 years		13.0	%
greater than 5 years, to and including 10 years		18.0	%
greater than 10 years		20.0	%

“Basel Capital Accord” means the Report on International Convergence of Capital Measurement and Capital Standards dated July 1988 of the Basel Committee on Banking Regulations and Supervisory Practices, as amended or supplemented from time to time, together with the pronouncements of the Basel Committee on Banking Supervision thereon from time to time.

“Capital Adequacy Ratio” means the result (expressed as a percentage) obtained by dividing:

(a) Total Capital; by

(b) the aggregate of on-balance sheet and off-balance sheet assets of the Borrower weighted for credit risk, in accordance with the provisions of the Basel Capital Accord and in accordance with SCHEDULE 11.

“Cash Collateral” means cash on account deposited by third parties as collateral for loans or other credit facilities provided by the Borrower.

“Cost to Income Ratio” means the result obtained by dividing:

(a) Operational Cost; by

(b) Operational Income.

“Economic Group” means, with respect to any person, all persons that are Affiliates or Related Parties or Linked Parties of such person.

“Economic Group Exposure Ratio” means the result (expressed as a percentage) obtained by dividing:

(a) the Exposure of the Borrower to any person or Economic Group; by

(b) Total Capital.

“Exposure” means with respect to any person or Economic Group, the aggregate of all on-balance sheet assets (including equity) and off-balance sheet commitments and contingencies of the Borrower to such person or Economic Group, less any related Cash Collateral.

“Foreign Exchange Assets” means the aggregate amount of all assets of the Borrower denominated in a currency other than Local Currency.

“Foreign Exchange Liabilities” means the aggregate amount of all liabilities of the Borrower denominated in a currency other than Local Currency.

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“Interest Rate Gap” means, for any Time Period (as set forth in the definition of Adjusted Interest Rate Gap), the difference between: (i) on- and off-balance sheet assets repricing or maturing in such Time Period, and (ii) on- and off-balance sheet liabilities maturing or repricing in such Time Period.

“Interest Rate Risk Ratio” means, for each Time Period, the result (expressed as a percentage) obtained by dividing:

(a) the Adjusted Interest Rate Gap for such Time Period; by

(b) Total Capital.

“Linked Party” means with respect to any person (“Person A”), each of the following:

(a) each other person who has received a loan or other extension of credit from the Borrower and has provided proceeds of any loan or extension of credit or assets purchased with the proceeds of any loan or extension of credit to Person A in a transaction that is not an arm’s length arrangement; or

(b) each other person who has received a loan or other extension of credit from the Borrower and has a financial interest in a common enterprise with Person A, where a common enterprise is deemed to exist when the expected source of repayment is the same for their respective loans or extensions of credit and neither Person A nor the other person has another source of income from which the loan and such person’s other financial obligations may be fully repaid; and it is understood that an employer will be treated as the source of repayment for credit to an employee of such employer under this clause (b) so that any employee shall be considered a Linked Party of its employer if such employer has received a loan or other extension of credit from the Borrower.

“Loan Loss Reserve” or “LLR” means the total reserve established by the Borrower to cover potential losses in the Borrower’s outstanding loans or other credit facilities.

“Non-performing Loans” or “NPL” means the aggregate of all loans and other credit facilities provided by the Borrower (including any such loans or credit facilities which have been classified as restructured or refinanced) where one or more repayment instalments are overdue by ninety (90) days or more.

“Open Loan Exposure Ratio” means the result (expressed as a percentage) obtained by dividing:

(a) (i) the total principal balance of Non-performing Loans; less (ii) the total principal balance Loan Loss Reserve; less (iii) Cash Collateral; by

(b) Total Capital.

“Operational Costs” means the Borrower’s:

(a) personnel costs;

(b) administrative costs;

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(c) overhead costs; and

(d) depreciation, excluding

(e) provisions.

“Operational Income” means the Borrower’s:

(a) interest income; less

(b) the Borrower’s interest costs; plus

(c) its other operational income.

“Related Party” means, with respect to any person, each of the following:

(a) each member of that person’s board of directors, supervisory board or equivalent body;

(b) each member of such person’s senior management;

(c) each person holding, directly or indirectly, more than five percent (5%) of the voting or non-voting share capital of such person;

(d) each of the parents, children and siblings of any person referred to in any of paragraphs (a) through (c) above;

(e) each of the spouses of any person referred to in any of paragraphs (a) through (d) above; and

(f) each of the Affiliates and Linked Parties of any person referred to in any of paragraphs (a) through (e) above.

“Total Assets” means the total assets of the Borrower, determined in accordance with Accounting Principles.

“Total Capital” means the Borrower’s “Responsabilidad Patrimonial Computable” as defined by the regulations of the Central Bank as in effect on the date of this Agreement.

“Un-hedged Open Foreign Currency Position” means, in respect of a certain currency, the aggregate amount by which the Foreign Exchange Liabilities exceed the Foreign Exchange Assets (including VAT in each case) in the relevant currency (whether that position is long or short) to the extent it is not hedged through a foreign exchange cover, hedging facility or any similar arrangement.

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1.3 Financial Calculations

1.3.1 All financial calculations to be made under, or for the purposes of, this Agreement and any other Finance Document or in any certificate or other document made or delivered pursuant hereto or thereto shall be made in accordance with the Accounting Principles.

1.3.2 Except as otherwise expressly required, all financial calculations shall be made from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to FMO pursuant to the applicable provisions of this Agreement; provided that, where quarterly financial statements are used for the purpose of making financial calculations and those statements are with respect to the last quarter, then, at FMO’s option, such calculations may instead be made from the audited financial statements for the relevant financial year.

1.3.3 If a Material Adverse Effect in the financial condition of the Borrower has occurred after the end of the period covered by the financial statements used to make the relevant financial calculations, such Material Adverse Effect shall also be taken into account in calculating the relevant figures.

1.3.4 If a financial calculation is to be made under or for the purposes of this Agreement or any other Finance Document on a consolidated basis, that calculation shall be made by reference to the sum of all amounts of similar nature reported in the relevant financial statements of each of the entities whose accounts are to be consolidated with the accounts of the Borrower plus or minus the consolidation adjustments customarily applied to avoid double counting of transactions among any of those entities, including the Borrower.

1.4 Construction

1.4.1 Unless a contrary indication appears any reference in this Agreement to:

(a)	“FMO”, or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
(b)	“assets” includes present and future properties and rights of every description;
(c)	a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, amended and restated, novated, supplemented or otherwise modified from time to time;
(d)	“includes” or “including” shall not be limiting and shall be construed as if followed by the words “without limitation”;
(e)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(f)	a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;

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(g)	phrases such as “satisfactory to FMO”, “approved by FMO”, “acceptable to FMO”, “in FMO’s discretion”, “determined by FMO”, “in the opinion of FMO” and phrases of similar import authorize and permit FMO, or any agent acting on behalf of FMO, as the case may be, to approve, disapprove, determine, act or decline to act in its sole discretion;
(h)	a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization;
(i)	“acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Borrower, to obtain or consolidate Control of the Borrower;
(j)	a provision of law is a reference to that provision as amended or re-enacted; and
(k)	unless otherwise indicated, a time of day is a reference to London time.

1.4.2	Section, Annex and Schedule headings are for ease of reference only.
1.4.3	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
1.4.4	A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived.

2.	PURPOSE
	The Loan to be made pursuant to this Agreement by FMO to the Borrower under the Facility shall be exclusively applied by the Borrower to provide long-term financing in the form of Eligible Sub-loans to Eligible Sub-borrowers in accordance with this Agreement.
3.	THE FACILITY
3.1	The Facility
	Subject to the terms of this Agreement, FMO hereby makes available to the Borrower a Dollar term loan facility in an aggregate principal amount of up to twenty million Dollars (US$20,000,000).
3.2	Procedure for Utilization

3.2.1 The Borrower may utilize the Facility by delivery to FMO of a duly completed Utilization Request not later than ten (10) Business Days before the proposed Utilization Date.

3.2.2 Each Utilization Request is irrevocable and will not be regarded as having been duly completed unless:

(a) the proposed Utilization Date is a Business Day within the Availability Period; and

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(b) the terms, currency and amount of the Utilization comply with sub-Section 3.2.4 through sub-Section 3.2.6 (inclusive) of this Section 3.2.

3.2.3 Only one Utilization may be requested in each Utilization Request.

3.2.4 The currency specified in a Utilization Request must be Dollars.

3.2.5 The amount of the proposed Utilization must be an amount: (a) which is not more than the Available Facility, and (b) which is a minimum of two million Dollars (US$2,000,000) or if less, the Available Facility.

3.2.6 The Utilization Request shall irrevocably specify whether the requested Utilization shall bear interest at a variable interest rate determined in accordance with Section 3.3.1 or at a fixed interest rate determined in accordance with Section 3.3.8, provided that if no interest rate basis is specified for the requested Utilization, the Borrower shall be deemed to have requested a Utilization bearing interest at a variable interest rate determined in accordance with Section 3.3.1.

3.2.7 The Borrower may not deliver more than three (3) Utilization Requests for a Utilization of the Loan under this Agreement. Not more than three (3) Utilizations may be made under this Agreement.

3.2.8 Promptly (and in any event within two (2) Business Days) following receipt of the proceeds of a Utilization, the Borrower shall deliver a duly executed Utilization Receipt confirming to FMO its receipt of the proceeds of the relevant Utilization and the amount of the relevant Utilization.

3.3 Interest

3.3.1 Calculation of Interest

(a) Subject to Section 3.3.1(d) and to Section 3.3.8 (Fixed Interest Rate Option), the rate of interest on each Utilization (other than a Fixed Rate Utilization) for each Interest Period is the percentage rate per annum which is the aggregate of the then current:

(i)	Applicable Margin;
	and
(ii)	LIBOR.

(b) If, at any time prior to the second anniversary of the date of this Agreement, the Borrower believes in good faith that it has developed, adopted and implemented an Environmental and Social Management Plan meeting the requirements established by the Environmental and Social Consultant, the Borrower may (if no Event of Default has occurred and is continuing) by written notice to FMO, request that FMO confirm that it is satisfied in its discretion with the Borrower’s development, adoption and implementation of the Environmental and Social Action Plan. Following receipt of such a notice from the Borrower, FMO may (at the expense of the Borrower) dispatch an environmental and social specialist acceptable to, and selected by, FMO to perform a site visit to investigate and, if possible, confirm whether the Borrower has implemented a satisfactory Environmental and Social Management Plan, and is otherwise in compliance with its environmental and social obligations under the Finance Documents.

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(c)	If, following the results of its investigation (but prior to the second anniversary of the date of this Agreement), FMO is satisfied, in its sole discretion, (i) with the Borrower’s development, adoption and implementation of (and the Borrower’s compliance with) the Environmental and Social Action Plan, and (ii) that no Defaults or Events of Default have occurred and are continuing, then FMO shall notify the Borrower that it is so satisfied and that a Margin Adjustment Period shall be in effect beginning on the first day of the first Interest Period to commence at least two (2) Business Days following such notice, provided that FMO may terminate the Margin Adjustment Period immediately if, at any time FMO determines, in its sole discretion, that the Borrower is no longer in satisfactory compliance with its Environmental and Social Action Plan, or if at any time a Default or an Event of Default has occurred (including, without limitation, a misrepresentation relating to environmental or social matters, or a failure to comply with any environmental or social undertaking). Any such termination of the Margin Adjustment Period shall be effective as of the first day of the Interest Period in which such termination occurs.
(d)	During any Margin Adjustment Period, the Applicable Margin to be used in the determination of a rate of interest made for purposes of this Agreement or any other Finance Document (whether determined under Section 3.3.1(a), 3.3.5, 3.3.6, 3.3.8, 3.4 or otherwise) shall be the Adjusted Margin, and the Applicable Margin to be used in the determination of a rate of interest made for purposes of this Agreement or any other Finance Document (whether determined under Section 3.3.1(a), 3.3.5, 3.3.6, 3.3.8, 3.4 or otherwise) at all other times shall be the Base Margin.
(e)	For the avoidance of doubt, at any time that a Default or an Event of Default has occurred and is continuing, the Applicable Margin shall be the Base Margin. Nothing in this Section 3.3.1 shall preclude FMO from exercising its rights under Section 3.4 (Default Interest) (for the avoidance of doubt over and above any rate of interest determined on the basis of the Base Margin) in circumstances where Section 3.4 (Default Interest) is applicable.
(f)	No reduction in the Applicable Margin shall take effect if has not come into effect pursuant to Sections 3.3.1(b) and (c) prior to the second anniversary of the date of this Agreement. If any reduction in the Applicable Margin granted pursuant to Sections 3.3.1(b) and (c) is subsequently terminated or reversed pursuant to the proviso to Section 3.3.1(c), there shall be no further reductions in the Applicable Margin available pursuant to this Section 3.3.1 during the term of this Agreement.

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3.3.2 Calculation, rounding and notification of Rates of Interest

(a)	FMO shall promptly notify the Borrower in writing of the determination of a rate of interest, Redeployment Cost or any other rate, cost or calculation to be made by FMO under this Agreement. Any calculation or determination by FMO shall be final, conclusive and shall bind the Borrower (unless the Borrower shows to FMO’s satisfaction that the determination involves manifest error).
(b)	Any average rate to be determined by FMO under this Agreement shall, unless otherwise specified, be rounded up to the nearest two decimal places.
(c)	In determining the Fixed Rate Swap Equivalent of each Installment, the Interbank Market Fixed Rates as published by Bloomberg Financial Markets Service for standard maturities shall be interpolated on a straight-line basis so as to match the actual Tenor of each Installment.

3.3.3	Payment of Interest
	Subject to the provisions of Section 3.4 (Default Interest), the Borrower to whom a Utilization has been made shall pay accrued interest on that Utilization on each Interest Payment Date.

3.3.4 Duration of Interest Periods

(a) The first Interest Period for a Utilization shall begin at the Utilization Date for such Utilization and end on the date falling immediately prior to the next occurring Interest Payment Date. Thereafter each subsequent Interest Period shall commence on each Interest Payment Date and end on the date falling immediately prior to the next occurring Interest Payment Date.

(b) An Interest Period for a Utilization shall not extend beyond the Termination Date.

3.3.5	Absence of Quotations
	Subject to Section 3.3.6 (Market Disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 am on the Quotation Day, the applicable LIBOR shall be determined by FMO at its sole discretion on the basis of the quotations of the remaining Reference Banks.
3.3.6	Market Disruption
	If a Market Disruption Event occurs in relation to a Utilization for any Interest Period, then the rate of interest on that Utilization for that Interest Period shall be the rate per annum which is the sum of:

(a) the then current Applicable Margin;

(b)	the rate notified to the Borrower by FMO as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to FMO of funding that Utilization from whatever source it may reasonably select; and
(c)	the Mandatory Cost, if any.

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3.3.7	FMO Break Costs
	The Borrower shall, within three (3) Business Days of demand by FMO, pay to FMO the FMO Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than an Interest Payment Date.
3.3.8	Fixed Interest Rate Option

(a) The Borrower may, prior to any Utilization, irrevocably elect to borrow such Utilization as a loan bearing interest at a fixed interest rate (a “Fixed Rate Utilization”) by so indicating on the applicable Utilization Request. Each Fixed Rate Utilization shall bear interest at the rate determined in accordance with this Section 3.3.8.

(b) The rate of interest on each Fixed Rate Utilization is the percentage rate per annum which is the aggregate of the then current:

(i)	Applicable Margin;
	and
(ii)	(A) prior to the Loan Consolidation Date, for each Fixed Rate Utilization, the Utilization Fixed Interest Rate for such Fixed Rate Utilization; and (B) from and including the Loan Consolidation Date, the Loan Fixed Interest Rate.

(c) FMO shall, on the relevant Quotation Day for any Fixed Rate Utilization, calculate the Utilization Fixed Interest Rate applicable to such Utilization by doing the following in the sequence set out below:

(i)	calculate the Installment Weight of each Installment forming part of the relevant Utilization;
(ii)	determine the Fixed Rate Swap Equivalent for each Installment Weight;
(iii)	calculate the Weighted Average Swap Rate for the relevant Utilization; and
(iv)	convert the Weighted Average Swap Rate into the same date basis applicable to the Utilization if necessary.

(d) Not less than two (2) Business Days before the Loan Consolidation Date, FMO shall calculate the weighted average of the Utilization Fixed Interest Rates for each outstanding Fixed Rate Utilization, with the weighting of each Fixed Rate Utilization based on the principal amount of that Fixed Rate Utilization in relation to the entire principal amount of all of the Fixed Rate Utilizations.

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(e) The Borrower may at any time during the Availability Period (but not more than once in any calendar month) request from FMO an indication of what the Utilization Fixed Interest Rate would be for a possible Utilization as at the date of that request. As promptly as practicable after that request, FMO shall advise the Borrower of the indicative Utilization Fixed Interest Rate. The Borrower acknowledges that the pricing available to FMO fluctuates over time and FMO shall not be responsible for any variation or difference between any indicative rate quotation and any definitive Utilization Fixed Interest Rate determined in accordance with this Agreement.

(f) If the Interbank Market Fixed Rate is not published by Bloomberg Financial Markets Service, the relevant pages of Reuters will be used. If all the services of Bloomberg Financial Markets Service and Reuters cease to be available, or if none of them contains the necessary swap market information or information on LIBOR, whether on the relevant Quotation Day or generally, then FMO will determine the Fixed Rate Swap Equivalent for each Installment:

(i) to the extent available, from a live screen of a financial markets information provider that FMO, in its reasonable opinion, considers appropriate, the information to be obtained on the relevant Quotation Day; or

(ii) using whatever equivalent reasonable means of calculation that FMO, in its reasonable opinion, considers appropriate.

(g) A Fixed Rate Utilization may not be converted back to a variable interest rate, and a Utilization bearing interest at a variable interest rate may not be converted into a Fixed Rate Utilization.

(h) The Redeployment Cost payable pursuant to Section 3.6.5 (Restrictions) shall be equal to any amount in excess of zero, obtained by deducting (x) the Present Value of the Available Income Stream of the amount to be prepaid from (y) the Present Value of the Original Income Stream of the amount to be prepaid (the “Redeployment Cost”). For purposes of this Agreement:

(i) “Available Income Stream” means the aggregate amount of interest that would have accrued, from the date of prepayment until the final maturity date of the Loan, on the principal amount to be prepaid had such amount been disbursed on the prepayment date, calculated at an interest rate equal to the Interbank Market Fixed Rate that would be applicable to such hypothetical disbursement for a term from the date of prepayment until the final maturity date of the Loan, determined two (2) Business Days prior to the date of prepayment;

(ii) “Original Income Stream” means the aggregate amount of interest originally scheduled to be paid on the principal amount to be prepaid from the date of prepayment until the final maturity date of the Loan, calculated at the Loan Fixed Interest Rate. If the relevant prepayment occurs before the Loan Consolidation Date, the applicable interest rate shall be the weighted average of all Utilization Fixed Interest Rates then in effect, calculated using the methodology set forth in Section 3.3.8(d); and

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(iii) “Present Value” of the relevant Original Income Stream or the Available Income Stream (as the case may be) is the value of the Original Income Stream (or, as the case may be), the Available Income Stream discounted back to the date of prepayment from each of the relevant Interest Payment Dates at a discount rate equal to the fixed interest receivable by FMO in the swap market against payment of interest at LIBOR for the bid side of the swap curve.

3.4 Default Interest

3.4.1 Without limiting the remedies available to FMO under any Finance Document or otherwise (and to the maximum extent permitted by Applicable Law), if the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to sub-Section 3.4.2 of this Section 3.4 below, is two percent (2.00%) higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Utilization, in the currency of the overdue amount for successive Interest Periods, each of a duration selected by FMO (acting reasonably). Any interest accruing under this Section 3.4 shall be immediately payable by the Borrower on demand by FMO or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

3.4.2 If any overdue amount consists of all or part of a Utilization which became due on a day which was not the last day of an Interest Period relating to that Utilization:

(a) the (first) Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Utilization; and

(b) the rate of interest applying to the overdue amount during that first Interest Period shall be two percent (2.00%) higher than the amount which would have applied if the overdue amount had not become due.

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3.5 Repayment

3.5.1	Repayment of Loan
	The Borrower shall repay the Loan made to it in ten (10) equal semi-annual installments by repaying on each Repayment Date the amount set out opposite each Repayment Date below:

Repayment Date	Repayment Installment
July 15, 2012	US$	2,000,000.00
January 15, 2013	US$	2,000,000.00
July 15, 2013	US$	2,000,000.00
January 15, 2014	US$	2,000,000.00
July 15, 2014	US$	2,000,000.00
January 15, 2015	US$	2,000,000.00
July 15, 2015	US$	2,000,000.00
January 15, 2016	US$	2,000,000.00
July 15, 2016	US$	2,000,000.00
January 15, 2017	US$	2,000,000.00

provided that upon each Utilization, the amount utilized shall be allocated for repayment on each of the respective Repayment Dates set out above in amounts which are pro rata to the amounts of the respective Repayment Installments shown opposite those dates above (with FMO, as necessary, adjusting those allocations upwards to the nearest two decimal points), and provided, further, that on the Termination Date, the Borrower shall pay all outstanding principal and accrued interest and all other amounts payable under this Agreement to FMO in full.

3.5.2	Currency of Loan Repayment
	The Loan shall be repaid in Dollars.
3.5.3	Reborrowing
	The Borrower may not reborrow any part of the Facility which is repaid.

3.6 Prepayment and Cancellation

3.6.1	Illegality
	If it becomes unlawful in any applicable jurisdiction for FMO to perform any of its obligations as contemplated by this Agreement or to fund or maintain any Utilization:

(a) FMO shall promptly notify the Borrower upon becoming aware of that event whereupon the Facility will be immediately cancelled; and

(b) The Borrower shall, to the maximum extent permitted under Applicable Laws, repay the Utilizations made to the Borrower on the first Interest Payment Date occurring after FMO has notified the Borrower or, if earlier, the date specified by FMO in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

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3.6.2	Change of Control
	If the Major Shareholder ceases to Control the Borrower and/or any person or group of persons acting in concert gains Control of the Borrower, then:

(a) the Borrower shall promptly notify FMO upon becoming aware of that event;

(b) FMO shall not be obliged to fund any future Utilization following the occurrence of that event; and

(c) FMO may, by not less than ten (10) Business Days’ notice to the Borrower, cancel all or a part of the Facility and/or, to the maximum extent permitted under Applicable Laws, require that all outstanding Utilizations and other amounts be repaid on the first Interest Payment Date occurring after FMO has notified the Borrower or, if earlier, the date specified by FMO in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law).

3.6.3 Voluntary Cancellation

(a) Subject to Section 3.6.5 (Restrictions), the Borrower may, if it gives FMO not less than fifteen (15) Business Days’ (or such shorter period as FMO may agree) prior notice, cancel the whole or any part (being a minimum amount of five million Dollars (US$5,000,000)) of the Available Facility.

(b) If any Available Facility remains available at the end of the Availability Period, such Available Facility shall be deemed to have been voluntarily cancelled on the last day of the Availability Period.

(c) In the event that the Borrower cancels the whole or any part of the Available Facility in accordance with this Section 3.6.3 it shall on the date of such cancellation, pay a Cancellation Fee on the principal amount cancelled.

3.6.4 Voluntary Prepayment of the Loan

(a) Subject to Section 3.6.5 (Restrictions), the Borrower may, if it gives FMO not less than fifteen (15) Business Days’ (or such shorter period as FMO may agree) prior notice, prepay the whole or any part of the Loan on a Repayment Date (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of five million Dollars (US$5,000,000)).

(b) In the event that the Borrower prepays the whole or any part of the Loan in accordance with this Section 3.6.4 it shall, on the date of such prepayment, pay a Prepayment Fee on the principal amount prepaid.

(c) The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).

(d) Any prepayment under this Section 3.6.4 shall satisfy the obligations under Section 3.5.1 (Repayment of Loan) in inverse chronological order.

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3.6.5 Restrictions

(a) Any notice of cancellation or prepayment given by any Party under this Section 3.6 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b) Any cancellation or prepayment (whether by way of voluntary cancellation or prepayment, by operation of Section 3.6.1 (Illegality), Section 3.6.2 (Change of Control) or Section 7.2 (Acceleration) or otherwise) pursuant to this Agreement shall be made on an Interest Payment Date (unless another date is specified by FMO) together with accrued interest on the amount prepaid (in the case of a prepayment) and any outstanding fees or costs including Cancellation Fee or Prepayment Fee, and shall be accompanied by payment of any FMO Break Costs, if applicable (and, in respect of any Fixed Rate Utilizations, any Redeployment Costs calculated as set out in Section 3.3.8(h)).

(c) The Borrower may not reborrow any part of the Facility which is prepaid pursuant to this Agreement. No amount of the Facility cancelled under this Agreement may be subsequently reinstated.

(d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Available Facility, except at the times and in the manner expressly provided for in this Agreement.

3.6.6	Mandatory Cost
	FMO shall charge to the Borrower, in addition to the interest determined under Section 3.3.1 (Calculation of Interest) or 3.3.8 (Fixed Interest Rate Option), its Mandatory Cost, if any.

3.7 Fees

3.7.1 Commitment Fee

(a)

The Borrower shall pay to FMO a commitment fee in Dollars computed: (i) for the period commencing on (and including) the date of this Agreement until (but excluding) June 17, 2011, at the rate of seventy-five one-hundredths of one percent (0.75%) per annum on the Available Facility; and (ii) for the period commencing on (and including) June 17, 2011 and ending on the last day of the Availability Period, at the rate of one percent (1.00%) per annum on the Available Facility.

(b)

The accrued commitment fee is payable semi-annually in arrears (i) on the first occurring Interest Payment Date following the commencement of the Availability Period, (ii) on each Interest Payment Date thereafter, and (iii) on the first Interest Payment Date following the end of the Availability Period. If the Available Facility is cancelled in full, accrued commitment fee is also payable to FMO on the date that such cancellation becomes effective.

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3.7.2	Front-end Fee
	The Borrower shall within ten (10) Business Days of the date of this Agreement pay to FMO a non-refundable front-end fee in the amount of one hundred eighty thousand Dollars (US$180,000.00).

3.7.3	Monitoring Fee
	The Borrower shall on January 15, 2011 and on January 15th of each subsequent year pay to FMO a non-refundable monitoring fee in the amount of US$7,500 per annum for the overall monitoring of the Borrower’s business.

3.7.4	Waiver Fee
	The Borrower shall pay to FMO a waiver fee of US$10,000 for any waiver and/or approval by FMO of the Borrower’s breach of any term of this Agreement.

3.8 Costs and Expenses

3.8.1	Transaction Expenses
	The Borrower shall within three (3) Business Days on demand pay FMO the amount of all costs and expenses (including legal fees and any travel expenses) incurred by FMO in connection with the negotiation, preparation, printing, execution and registration (and any related filing of registration documents) of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the date of this Agreement.

3.8.2	Amendment Costs
	If the Borrower requests an amendment, waiver or consent or an amendment is required pursuant to Section 8.4.8 (Change of Currency), the Borrower shall (if invoiced by FMO) reimburse FMO within three (3) Business Days of demand for the amount of all costs and expenses (including legal fees) incurred by FMO in responding to, evaluating, negotiating or complying with that request or requirement.

3.8.3	Enforcement Costs
	The Borrower shall, within three (3) Business Days of demand, pay to FMO the amount of all costs and expenses (including legal fees and any travel expenses) incurred by FMO in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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3.8.4	FMO’s Ongoing Costs
	The Borrower shall pay and/or reimburse FMO within three (3) Business Days of demand the amount of all costs and expenses (including legal fees and any travel expenses) incurred by FMO in connection with monitoring the Loan under this Agreement, including any inspection or access permitted under Section 6.1.6 (Access) and any costs and expenses (including consultants’ fees and expenses) incurred by FMO relating to the monitoring of or compliance with this Agreement, provided that if a Default or an Event of Default has not occurred, the Borrower’s obligation to reimburse FMO for air transportation costs incurred in connection with routine monitoring shall be limited to not more than the cost of one round-trip business class airline ticket per annum from The Netherlands to the monitoring location.
3.8.5	Costs related to Environmental and Social Matters
	The Borrower shall pay and/or reimburse FMO within three (3) Business Days of demand the amount of all costs and expenses (including consultants’ and legal fees and any travel expenses) incurred by FMO relating to the evaluation of the Borrower’s Environmental and Social Action Plan in connection with any proposed margin adjustment pursuant to Section 3.3.1(b) and (c).

3.9 Tax Gross-up and Indemnities

3.9.1 Tax Gross-up

(a)	The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b)	The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify FMO accordingly.
(c)	If a Tax Deduction required by law is to be made by the Borrower, the amount of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(d)	If the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(e)	Within fifteen (15) Business Days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to FMO evidence reasonably satisfactory to FMO that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

3.9.2 Tax Indemnity

(a)	The Borrower shall (within three (3) Business Days of demand by FMO) pay to FMO an amount equal to the loss, liability or cost which FMO determines will be or has been (directly or indirectly) suffered for or on account of Tax by FMO in respect of a Finance Document.
(b)	Section 3.9.2(a) above shall not apply:

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(i) with respect to any Tax assessed on FMO:

(1) under the law of the jurisdiction in which FMO is incorporated or, if different, the jurisdiction (or jurisdictions) in which FMO is treated as resident for tax purposes; or

(2) under the law of the jurisdiction in which FMO is incorporated in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by FMO; or

(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Section 3.9.1 (Tax Gross-up).

(c) If FMO makes or intends to make a claim under Section 3.9.2(a) above, FMO shall promptly notify the Borrower of the event which will give rise to such claim.

3.9.3	Stamp Taxes
	The Borrower shall pay and, within three (3) Business Days of demand by FMO, indemnify FMO against any cost, loss or liability FMO incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
	Without limiting the generality of the foregoing, the Borrower agrees to pay the entire stamp tax (‘impuestos de sellos’) imposed by the Autonomous City of Buenos Aires arising in connection with the execution of this Agreement, if any. For the sole purpose of paying any such stamp tax (‘impuesto de sellos’) imposed by the Autonomous City of Buenos Aires, each of the Borrower and FMO agree that the value of this Agreement is US$20,000,000.00 plus US$525,000.00 as estimated commissions payable to FMO under this Agreement. The Borrower shall provide FMO with documentation evidencing to FMO’s satisfaction the payment of such Tax within ten (10) Business Days following the date that each of such Taxes are due.
	To the extent necessary in connection with any payment of, or any filing or reporting in connection with, any Tax or governmental charge, the Borrower will be responsible for and will bear the costs of translating this Agreement into Spanish.

3.9.4 VAT

(a) All consideration expressed to be payable under a Finance Document by the Borrower to FMO shall be deemed to be exclusive of any VAT. If VAT is chargeable on any supply made by FMO to the Borrower in connection with a Finance Document, the Borrower shall pay to FMO (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.

(b) Where a Finance Document requires the Borrower to reimburse FMO for any costs or expenses, it shall also at the same time pay and indemnify FMO against all VAT incurred by FMO in respect of the costs or expenses to the extent that FMO reasonably determines that it is not entitled to credit or repayment of the VAT.

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3.10 Increased Costs

3.10.1	Increased Costs
	Subject to Section 3.10.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand by FMO, pay to FMO the amount of any Increased Costs incurred by FMO as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

3.10.2	Increased Cost Claims
	If FMO intends to make a claim pursuant to Section 3.10.1 (Increased Costs), FMO shall promptly notify the Borrower.

3.10.3	Exceptions
	Section 3.10.1 (Increased Costs) does not apply to the extent any Increased Cost is:

(a)	attributable to a Tax Deduction required by law to be made by the Borrower;
(b)	compensated for by Section 3.9.2 (Tax Indemnity); or
(c)	compensated for the payment of the Mandatory Cost.

3.11 Currency Indemnity

3.11.1 If any sum due from the Borrower under any Finance Document (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(a) making or filing a claim or proof against the Borrower; and/or

(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand by FMO, indemnify FMO against any cost, loss or liability arising out of or as a result of the conversion, including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to FMO at the time of its receipt of that Sum.

3.11.2 The Borrower waives any right it may have in any jurisdiction to pay any amount under any Finance Document in a currency or currency unit other than that in which it is expressed to be payable.

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3.12 Other indemnities

The Borrower shall, within three (3) Business Days of demand, indemnify FMO against any cost, loss or liability incurred by FMO as a result of:

3.12.1 the occurrence of any Event of Default;

3.12.2 a failure by the Borrower to pay any amount due under any Finance Document on its due date;

3.12.3 funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilization Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by FMO);

3.12.4 the Loan (or part of the Loan) not being paid in accordance with its originally scheduled due date; or

3.12.5 the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

3.13 Evidence of Debt

3.13.1 To further evidence the obligation of the Borrower to repay the Loans and accrued interest thereon, the Borrower shall issue and deliver to FMO, to FMO’s satisfaction, together with the Utilization Request submitted under this Agreement, a Note payable at sight (‘Reconocimiento de Deuda’, or a ‘Pagaré’, as the case may be, as set out in this Section 3.13.1) in the aggregate principal amount of the requested Utilization, duly executed by the Borrower, and substantially in the applicable Spanish language form set out in Schedule 8 (Form of Note) together with such modifications as may be required by the Lender to reflect the terms of this Agreement from time to time. For each Utilization other than a Fixed Rate Utilization, a Note in the form of a ‘Reconocimiento de Deuda’ shall be issued by the Borrower and delivered to FMO. For each Fixed Rate Utilization, a Note in the form of a ‘Pagaré’ shall be issued by the Borrower and delivered to FMO. Each Note shall be valid and enforceable, as to its principal amount, to the extent of the Utilization made hereunder and outstanding from time to time and, as to interest, to the extent of the interest accrued thereon in accordance with the terms hereof. The determination by FMO based on its internal records regarding payments made on account of principal amounts at any time outstanding and of interest accrued on the Loans or under the Notes shall be final and conclusive and shall be binding on the Borrower in the absence of manifest error.

3.13.2 The execution and delivery by the Borrower of a Note shall not limit, reduce or otherwise affect the obligations of the Borrower under this Agreement nor discharge any payment obligation of the Borrower under this Agreement, and the rights and claims of FMO under a Note shall not replace the rights and claims of FMO under this Agreement.

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3.13.3 Notwithstanding the provisions of a Note, FMO shall not demand payment of any amount under a Note unless the repayment Installment relating to the relevant Note is due (whether due by scheduled maturity, acceleration, default or otherwise) under this Agreement. If there is any conflict between the provisions of a Note and the provisions of this Agreement, the provisions of this Agreement shall prevail.

3.13.4 Payment by the Borrower of any amount under this Agreement shall discharge the liability of the Borrower in respect of the relevant Note.

3.13.5 Each Note is intended to evidence indebtedness constituted by the Loan under this Agreement, and the creation of a Note shall in no way constitute a novation of the rights and obligations of the Borrower under this Agreement.

3.13.6 Upon receipt by FMO of the final and indefeasible payment in full of all principal, interest and other amounts payable in respect of the Loan, FMO shall return the Notes to the Borrower upon request.

3.13.7 If requested by FMO, the Borrower shall issue and deliver to FMO new Notes (including Notes in different principal amounts) of like maturity (and otherwise on identical terms) in exchange for Notes previously issued and delivered in accordance with this Section 3.13, including without limitation replacement Notes (if so requested by FMO) reflecting any change in the interest rate applicable to any Fixed Rate Utilization following the Loan Consolidation Date, whereupon the Notes previously issued and delivered will be returned to the Borrower for cancellation, provided that the principal amount of all outstanding Notes shall not exceed the principal amount of the Loan outstanding hereunder.

3.13.8 The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other obligation under or in respect of the Loan, any Utilization, or this Agreement, even if any such event has occurred due to acts attributable to FMO. If a Note is mutilated, the Borrower shall issue and deliver a new Note of the same principal amount and maturity as the mutilated Note, provided that such mutilated Note shall be returned to the Borrower. If a Note is lost, stolen or destroyed, the Borrower shall, promptly upon the written request of FMO, issue and deliver to FMO a new Note of the same principal amount and maturity as the lost, stolen or destroyed Note.

3.13.9 Each Note will be governed by Argentine laws and will be subject to the jurisdiction of the courts of the Republic of Argentina. In this sense, Sections 8.11, 8.12 and 8.13 of this Agreement will not be applicable to the Notes.

4.	REPRESENTATIONS AND WARRANTIES
4.1	Representations and Warranties
	The Borrower makes the representations and warranties set out in this Section 4.1 to FMO on the date of this Agreement.

4.1.1 Status

(a) It is a sociedad anónima, duly incorporated, and validly existing and in good standing under the law of the Republic of Argentina.

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(b)	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
(c)	The Borrower is duly licensed to operate as a bank and the Borrower has and is in compliance with all Authorizations necessary for it to carry on its business as it is being conducted and to carry out the transactions contemplated by this Agreement.

4.1.2	Binding Obligations
	The obligations expressed to be assumed by it in each Finance Document constitute its legal, valid, binding and enforceable obligations, except as enforceability thereof may be limited by the effect of applicable bankruptcy, insolvency or similar laws affecting creditor’s rights generally.

4.1.3	Non-conflict with Other Obligations
	The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it, including for the avoidance of doubt any Argentine foreign exchange regulations necessary to permit the Borrower to purchase and wire transfer a sufficient amount of Dollars to repay the principal amount of, and interest, fees, costs and any other amounts payable under the Finance Documents, as they become due, without the authorization of the Central Bank, and all other applicable Banking Regulations;

(b) its or any of its Subsidiaries’ constitutional documents; or

(c) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets.

4.1.4	Power and Authority
	It has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

4.1.5	Validity and Admissibility in Evidence
	All Authorizations required or desirable:

(a) to enable it to lawfully enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

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4.1.6 Governing Law and Enforcement

(a) The choice of New York law as the governing law of the Finance Documents (other than the Security Documents and the Notes) will be recognized and enforced in its jurisdiction of incorporation.

(b) Any judgment obtained in New York in relation to a Finance Document will be recognized and enforced in its jurisdiction of incorporation.

4.1.7	Prohibited Payments
	Neither it nor any of its Affiliates nor any person acting on its behalf has made, with respect to any transaction contemplated by this Agreement, any Prohibited Payment.
4.1.8	Tax Deduction
	It is not required to make any Tax Deduction from any payment it may make under any Finance Document.
4.1.9	No Filing or Stamp Taxes
	Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except for the stamp tax (‘impuesto de sellos’) of the Autonomous City of Buenos Aires, which may be levied in respect of this Agreement.
4.1.10	No Default

(a) No Default has occurred and is continuing or might reasonably be expected to result from the making of any Utilization.

(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

4.1.11 Financial Statements

(a) The financial statements of the Borrower (including, but not limited to, the Financial Statements) previously delivered to FMO under or in connection with this Agreement were prepared in accordance with the Accounting Principles, consistently applied.

(b) The financial statements of the Borrower (including, but not limited to, the Financial Statements) previously delivered to FMO under or in connection with this Agreement fairly represent the financial condition and operations of the Borrower during the relevant financial year.

(c) There has been no material adverse change in the Borrower’s business or financial condition since the last day of the most recent financial year for which audited financial statements have been delivered to FMO, being the Financial Statements or the audited financial statements of the Borrower most recently delivered pursuant to Sections 6.3.1(a), as applicable.

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4.1.12	No Misleading Information
	All written information supplied by or on behalf of the Borrower was true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect.
4.1.13	Pari Passu Ranking
	Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
4.1.14	No Proceedings Pending or Threatened
	No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency or governmental, regulatory or other investigations, proceedings or disputes which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it or any of its Subsidiaries.
4.1.15	Taxation

(a) It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time period allowed without incurring penalties except to the extent that:

(i) payment is being contested in good faith;

(ii) it has maintained adequate reserves for those Taxes in accordance with the Accounting Principles; and

(iii) payment can be lawfully withheld.

(b) It is not overdue in the filing of any Tax returns.

(c) No claims are being or are reasonably likely to be asserted against it with respect to Taxes.

4.1.16	No Immunity
	In any proceedings taken in its jurisdiction of incorporation in relation to this Agreement, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

4.1.17 Good Title to Assets; Legal and Beneficial Ownership

(a) The Borrower has good, valid and marketable title to, or valid leases or licenses of, and all appropriate Authorizations to use, the assets necessary to carry on its business as presently conducted, and all such assets are free and clear of any Liens other than Permitted Liens.

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(b) The Borrower is the absolute legal and beneficial owner of its assets subject to the Security.

4.1.18	Compliance with Laws
	It has not violated nor breached any law to which it may be subject, including for the avoidance of doubt the Banking Regulations.

4.1.19	Corporate Governance
	It has performed and observed in all material respects all requirements as set out in ANNEX C (Corporate Governance Guidelines).
4.1.20	No ERISA Plans
	Neither it nor any Affiliate maintains, sponsors, has had any liability under, or contributes to, nor has at any time in the past maintained, sponsored, had any liability under or contributed to, any employee benefit plan, program, agreement or arrangement (an “ERISA Plan”) that is subject to ERISA or the Code, to the extent applicable.
4.1.21	Environmental Compliance
	It is in full compliance in all material respects with all Environmental and Social Requirements.
4.1.22	Environmental and Social Claims
	No Environmental and Social Claim which might reasonably be expected to have a Material Adverse Effect has been commenced or is threatened against it.
4.1.23	United States Laws

(a) It is not required to be registered as an “investment company” within the meaning of, or subject to regulation under, the United States Investment Company Act of 1940.

(b) No part of the proceeds of any Loan or other extension of credit under this Agreement will be used, whether directly or indirectly and whether immediately, incidentally or ultimately, by the Borrower to purchase or carry Margin Stock.

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4.1.24 Anti-terrorism Laws

(a) Neither it nor any of its Affiliates: (i) is, or is Controlled by, a Restricted Party; (ii) to the best of its knowledge after due inquiry, has received funds or other property from a Restricted Party; or (iii) to the best of its knowledge after due inquiry, is or has engaged in any transaction in breach of or is the subject of any action or investigation under any Anti-Terrorism Laws.

(b) It and each of its Affiliates have taken reasonable measures to ensure that it and its clients are in compliance with the Anti-Terrorism Laws.

When used in any Finance Document:

“Anti-Terrorism Laws” means all Applicable Laws of any jurisdiction applicable to the Parties, a client of a Party, any of their respective Affiliates or to the transactions contemplated by the Finance Documents, relating to economic or financial sanctions, drug trafficking, fraud, corruption, organized crime, money-laundering, terrorism or the proceeds of any of the foregoing.

“Restricted Party” means any person which a Party, a client of a Party or any of their respective Affiliates is prohibited or restricted under Anti-Terrorism Laws from receiving, handling or transferring funds or other property, or from engaging in other transactions or business.

4.1.25 Security

(a) It is the absolute legal and beneficial owner of its assets subject to the Security, subject only to Permitted Liens;

(b) All steps have been taken in order to create and perfect in favor of the Lenders a valid and enforceable, perfected first priority security interest in the assets subject to the Security; and

(c) The Facility qualifies as a loan between financial entities under item 2.4.2.1, and the Security constitutes a permitted security interest pursuant to item 2.4, of Section 2 of rules on creating securities over assets (‘Afectación de Activos en Garantía’) of the Central Bank.

4.2	Repetition
	The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date of each Utilization Request and the first day of each Interest Period.

4.3	FMO Reliance
	The Borrower acknowledges that it makes the representations and warranties in Section 4.1 (Representations and Warranties) with the intention of inducing FMO to enter into this Agreement and the other Finance Documents and that FMO enters into this Agreement and the other Finance Documents on the basis of, and in full reliance on, each of such representations and warranties.

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4.4	Rights and Remedies Not Limited
	FMO’s rights and remedies in relation to any misrepresentation or breach of warranty on the part of the Borrower are not prejudiced:

4.4.1	by any investigation by or on behalf of FMO into the affairs of the Borrower or any of its Affiliates;
4.4.2	by the execution or performance of this Agreement or any other Finance Document; or
4.4.3	by any other act or thing (other than a waiver which expressly refers to the relevant provision) which may be done by or on behalf of FMO in connection with this Agreement or any other Finance Document and which might, apart from this sub-Section 4.4.3 of this Section 4.4 (Rights and Remedies Not Limited), prejudice such rights or remedies.

5.	CONDITIONS OF UTILIZATION
5.1	Conditions of First Utilization
	The obligation of FMO to make the first Utilization is subject to the satisfaction, in form and substance acceptable to FMO, or waiver of each of the following conditions prior to or concurrently with the making of the first Utilization:

5.1.1	Finance Documents
	Each Finance Document (other than the Notes) shall have been entered into by all parties to it and shall have become (or, as the case may be, remained) unconditional, fully effective, valid and legally binding in accordance with its respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements).
5.1.2	Constitutive Documents

(a) FMO shall have received a copy of the Constitutive Documents of the Borrower.

(b) The Borrower shall have certified to FMO that no amendment has been made to its Constitutive Documents since December 31, 2009, or if any such amendment was made, FMO shall have received a copy of the amended Constitutive Documents of the Borrower and determined in its reasonable judgment that it is not inconsistent with the provisions of any Finance Document and does not have or may not reasonably be expected to have a Material Adverse Effect.

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5.1.3 Authorizations

(a) No material Authorizations other than those specified in ANNEX A (Authorizations) shall be needed by the Borrower to conduct its business and to comply with its obligations under this Agreement and each of the other Finance Documents to which it is a party (other than Authorizations that are of a routine nature and are obtained in the ordinary course of business).

(b) The Borrower shall have provided to FMO copies of all Authorizations listed in ANNEX A (Authorizations) and all other material Authorizations, and all such Authorizations shall be in full force and effect.

(c) FMO shall have received a certified copy of a resolution of the board of directors of the Borrower:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) authorizing a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii) authorizing a specified person or persons, on its behalf, to execute a Certificate of Incumbency and Authority and a power of attorney on its behalf.

5.1.4	Security
	FMO shall have received evidence that:

(a) each of the Security Documents which is required to be notarized, filed, recorded, stamped and/or registered in order to create the Security thereunder has been duly notarized, filed, recorded, stamped and/or registered, as applicable;

(b) the Security shall have been duly created and perfected as first ranking security interests in favor of FMO, in all assets and rights subject to the Security Documents (except for those assets and rights which, pursuant to Section 6.1.10 (Ranking; Security), are expressly contemplated to arise or come into existence after the first Utilization Date); and

(c) the Collection Account shall have been duly established in accordance with the Depositary Agreement and the other Finance Documents.

5.1.5	Legal Opinions
	FMO shall have received the following legal opinions:

(a) a legal opinion of Mitrani, Caballero, Rosso Alba, Francia, Ojam & Ruiz Moreno Abogados, counsel to FMO in the Country; and

(b) a legal opinion of Blank Rome LLP, counsel to FMO in New York.

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5.1.6	Fees and Expenses
	FMO shall have received evidence that:

(a) all fees specified in Section 3.7 (Fees) required to be paid before the first Utilization Date have been paid or will be paid by the first Utilization Date;

(b) all fees, costs and expenses specified in Section 3.8 (Costs and Expenses), including expenses of FMO’s counsel, have been paid or will be paid by the first Utilization Date; and

(c) the Borrower has paid in full any stamp tax (‘impuestos de sellos’) of the Autonomous City of Buenos Aires arising in connection with the execution of this Agreement and any other Finance Document in respect of which such stamp tax is payable, to FMO’s satisfaction.

5.1.7	Certificates
	FMO shall have received:

(a) a Certificate of Incumbency and Authority from the Borrower; and

(b) a certificate of the Borrower signed by two Authorized Representatives of the Borrower (including at least one Authorized Representative who is an officer or director of the Borrower with responsibility for a finance or treasury function) confirming that drawing the Facility would not cause any borrowing or similar limit (whether imposed pursuant to contract, its Constitutive Documents or under Applicable Laws) binding on the Borrower to be exceeded.

5.1.8	Auditors
	Arrangements satisfactory to FMO shall have been implemented for the appointment of the Auditors for the Borrower.
5.1.9	Financial Statements
	FMO shall have received the most recent audited annual financial statements of the Borrower, and the most recent unaudited quarterly financial statements of the Borrower, in each case prepared in accordance with the Accounting Principles and in the form and substance required pursuant to Sections 6.1.1 (Financial Covenants), 6.3.1 (Financial Statements) and 6.3.3 (Requirements as to Financial Statements).
5.1.10	Auditors’ Letter
	FMO shall have received a copy of an authorization to the Auditors substantially in the form of SCHEDULE 6 (Form of Auditors’ Letter) from the Borrower.
5.1.11	Process Agent
	FMO shall have received evidence, substantially in the form of SCHEDULE 7 (Form of Process Agent Letter), that any process agent referred to in sub-Section 8.13.3 of Section 8.13 (Court Jurisdiction) has accepted its appointment with respect to the Borrower and any fees relating to its appointment have been paid or will be paid by the first Utilization Date.

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5.2	Conditions of all Utilizations
	The obligation of FMO to make any Utilization, including the first Utilization, is subject to the satisfaction, in form and substance acceptable to FMO, or waiver of each of the following conditions:

5.2.1	Utilization Request
	FMO shall have received from the Borrower a Utilization Request at least fifteen (15) Business Days prior to the date of the proposed Utilization Date or on any other date acceptable to FMO.
5.2.2	No Default
	No Default shall have occurred and be continuing.
5.2.3	No Material Adverse Effect
	Nothing has occurred which has had or could reasonably be expected to have a Material Adverse Effect.
5.2.4	Material Loss
	Since December 31, 2009, the Borrower has not incurred any material loss or liability.
5.2.5	Material Adverse Change
	No material adverse change in the financial condition of the Borrower or in the condition of either the international financial markets or the financial market of the Country has occurred such that FMO determines in its reasonable judgement that its extension of any facility under the terms and conditions set forth in this Agreement would be inconsistent with the banking practices of prudent, international development finance institutions.
5.2.6	Representations and Warranties
	The representations and warranties made by the Borrower in Section 4.1 (Representations and Warranties) shall be true and correct in all material respects on and as of the date of that Utilization with the same effect as if those representations and warranties had been made on and as of the date of that Utilization.
5.2.7	Additional Legal Opinions
	FMO shall have received, if FMO so requires, a legal opinion or opinions in form and substance satisfactory to FMO with respect to such matters as FMO may reasonably request relating to that Utilization.

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5.2.8	Additional Documents
	FMO shall have received such other documents it may reasonably request in relation to the requested Utilization.
5.2.9	Fees and Expenses
	FMO shall have received all fees and expenses due to it or its agents and representatives under the Finance Documents prior to the date of the relevant Utilization (and which, in the case of reimbursable fees and expenses, have been invoiced to the Borrower).
5.2.10	Use of Proceeds
	FMO shall have received, with respect to each Utilization Request, such evidence as FMO may reasonably request in order to confirm that the proposed application of the proceeds of that Utilization or the actual application of the proceeds of any prior Utilization are or will be in compliance with Section 6.1.7 (Use of Proceeds).
5.2.11	Notes
	FMO shall have received Notes, duly executed and delivered by the Borrower in the number and amounts corresponding to the requested Utilization, as required under Section 3.13 (Notes).

5.3	Conditions to each Utilization other than the first Utilization
	The obligation of FMO to make any Utilization, other than the first Utilization, is subject to the receipt by FMO prior to the date of such Utilization of a certificate of the Borrower, signed by two Authorized Representatives of the Borrower (including at least one Authorized Representative who is an officer or director of the Borrower with responsibility for a finance or treasury function) in their capacities as attorneys-in-fact for the Borrower with sufficient power to perform the acts contemplated herein, (a) certifying that the proceeds of all Utilizations borrowed ninety (90) days’ or more prior to the proposed Utilization Date have been used by the Borrower to make Eligible Sub-loans in accordance with Section 2 and Section 6.1.7 (Use of proceeds) of this Agreement; (b) identifying the Clients and describing such Eligible Sub-loans in sufficient detail for FMO to verify compliance with the Borrower’s obligations under this Agreement and the other Finance Documents; and (c) subject to Section 6.1.10(c) and (d), providing FMO with the documents evidencing the creation and perfection of the Security in accordance with the Security Documents.
5.4	Conditions for FMO Benefit
	The conditions in this Section 5 are for the benefit of FMO and may be waived only by FMO in its sole discretion.
6.	COVENANTS
	The undertakings in this Section 6 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents.

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6.1	Affirmative Covenants
	The Borrower shall:

6.1.1	Financial Covenants
	Ensure that it maintains and complies with the following financial covenants at all times, and abstains from any action which may result in the breach thereof:

(a) a Capital Adequacy Ratio of more than eleven percent (>11%);

(b) a Cost to Income Ratio of less than eighty-five percent (<85%);

(c) an Open Loan Exposure Ratio of less than twenty-five percent (<25%);

(d) an Un-hedged Open Currency Position: (i) not exceeding twenty five percent (25%) of Total Capital in respect of short positions; and (ii) not exceeding one hundred percent (100%) of Total Capital in respect of long positions;

(e) an Economic Group Exposure Ratio of not more than fifteen percent (≤15%), provided that the Economic Group Exposure Ratio shall not exceed twenty-five percent (≤25%) in the case of preferred guarantees (but excluding in this latter calculation amounts held in correspondent accounts in investment grade banks (rated A+ or higher) and any amounts held to repay any instalment of the Borrower’s external debt; and

(f) an Interest Rate Risk Ratio for any Time Period of not less than negative ten percent (≥-10%) and not more than ten percent (≤10%).

6.1.2	Authorizations
	Promptly obtain, comply with and do all that is necessary to maintain in full force and effect, and supply certified copies to FMO of, any Authorization required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.
6.1.3	Compliance with Laws

(a) Comply with all laws to which it may be subject, including, but not limited to, the Argentine foreign exchange regulations necessary to permit the Borrower to purchase and wire transfer a sufficient amount of Dollars to repay the principal amount of, and interest, fees, costs and any other amounts payable under the Finance Documents, as they become due, without the authorization of the Central Bank, and all other applicable Banking Regulations. As soon as practicable after each Utilization Date, but in any event no later than ten (10) Business Days after each Utilization Date, the Borrower shall report and validate the indebtedness under this Agreement to the Central Bank in accordance with the Central Bank’s regulation “Comunicación A 3602” or any other Applicable Law. The Borrower shall update the information provided to the Central Bank in accordance with Central Bank’s regulation “Comunicación A 3602”, as amended, or such other Applicable Law in effect from time to time.

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(b) Sell into Argentine Pesos in the Argentine foreign exchange market, as soon as practicable after receipt and without any delay, the Dollar funds received with the disbursement of such Utilization, and deposit those proceeds in Argentine Pesos into the Borrower’s bank account in the Country, in order to comply with the mandatory 365-day permanence period mandated in the Banking Regulations (Central Bank regulation “Comunicación A 4354”, as amended).

6.1.4	Corporate Governance
	Comply in all material respects with the corporate governance guidelines set out in ANNEX C (Corporate Governance Guidelines).
6.1.5	Taxation
	Duly and punctually pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties except to the extent that:

(a) payment is being contested in good faith;

(b) adequate reserves are being maintained for those Taxes in accordance with the Accounting Principles; and

(c) such payment can be lawfully withheld.

6.1.6	Access
	Permit FMO and/or accountants or other professional advisers and contractors of FMO free access at all reasonable times and on reasonable notice at the cost of the Borrower to:

(a) inspect and take copies and extracts from the books, accounts and records of the Borrower;

(b) view the assets and premises of the Borrower; and

(c) meet and discuss matters with senior management employees of the Borrower.

6.1.7	Use of Proceeds
	Ensure that all proceeds of each Utilization are used within ninety (90) days’ of their utilization exclusively to make long-term Eligible Sub-loans to Eligible Sub-borrowers in accordance with the provisions of this Agreement.
6.1.8	Change of Business
	Procure that no substantial change is made to the general nature of the business of the Borrower from that carried on at the date of this Agreement.

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6.1.9	Compliance with Environmental and Social Requirements
	Comply with, and ensure that each Client complies with, all Environmental and Social Requirements at all times and take all reasonable steps in anticipation of known or expected future changes to or obligations under the same. Furthermore, the Borrower will use its best efforts to act in accordance with the Core Labour Standards and the Basic Terms and Conditions of Employment, insofar as these exceed the requirements of Social Laws.
6.1.10	Ranking; Security

(a) Ensure at all times that its obligations under the Finance Documents (a) rank at least pari passu in all respects with all the Borrower’s other present and future unsecured and unsubordinated obligations save those obligations mandatorily preferred by law applying to companies generally, and (b) will rank in priority to any direct and/or indirect unsecured and unsubordinated claims of the shareholders and Affiliates of the Borrower;

(b) Ensure that prior to the first Utilization hereunder and at all times thereafter that: (i) each Security Document has been duly executed and is in full force and effect; (ii) all Security created or expressed to be created or evidenced by the Security Documents is fully created over the existing Eligible Sub-loans constituting part of such Security or its creation is subject only to the existence of any future Eligible Sub-loans constituting part of such Security, and is perfected in accordance with the Security Documents and any Applicable Laws, except that the Borrower will be permitted to complete the perfection with the registration set forth in Section 3.04(i) of the Security Agreement with respect to the Eligible Sub-loans funded with the proceeds of the first Utilization of the Loan under this Agreement within two hundred (200) days from the date of such first Utilization, provided, however, that such registration shall be retroactive to the date of creation of each such Eligible Sub-loan; and that (iii) all Security constituted or to be constituted by the Security Documents has and will have first ranking priority and that such Security is not subject to any prior ranking or pari passu ranking Liens;

(c) Within ninety (90) days after each Utilization Date, assign and grant a security interest in Eligible Sub-loans made utilizing the proceeds of such Utilization and perfect and ensure that such Security remains perfected at all times thereafter, in accordance with the Security Agreement, except that the Borrower will be permitted to complete the perfection with the registration set forth in Section 3.04(i) of the Security Agreement with respect to the Eligible Sub-loans funded with the proceeds of the such Utilization within two hundred (200) days from the date of such Utilization, provided, however, that such registration shall be retroactive to the date of creation of each such Eligible Sub-loan;

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(d) Within ninety (90) days after making each Eligible Sub-loan utilizing the proceeds of any Utilization, deliver to FMO a copy of such Eligible Sub-loan and all the relevant documents evidencing to FMO’s satisfaction the perfection of the assignment and granting of the security interest of such Eligible Sub-loan, all in accordance with and as further provided in the Security Agreement, except that the Borrower will be permitted to provide evidence of completion of the registration set forth in Section 3.04(i) of the Security Agreement with respect to Eligible Sub-loans funded with the proceeds of each Utilization within two hundred (200) days from the date of such Utilization, provided, however, that such registration shall be retroactive to the date of creation of each such Eligible Sub-loan; and

(e) As soon as possible, but in any event not later than one hundred and twenty (120) days after the end of each calendar year, deliver to FMO a report, certified by the Auditors and in form and substance satisfactory to FMO:(i) identifying the assets subject to the Security, (ii) certifying that the contents of the Eligible Sub-loan Report delivered in respect of that calendar year pursuant to Section 6.3.4 (Eligible Sub-loan Reports) are correct and accurate; (iii) confirming that all Eligible Sub-loans constituting part of the Security are not more than ninety (90) days overdue and qualify for a risk category rating higher than ‘con problemas’ under the Banking Regulations, and (iv) certifying that the Borrower is in compliance of Central Bank’s regulation “Comunicación A 3602”, as amended.

6.2	Negative covenants
	The Borrower shall not:

6.2.1	Negative Pledge
	Create or permit to exist any Lien on any property, revenues or other assets, present or future, of the Borrower, except for: (i) the Security; (ii) any tax or other Lien arising by operation of law while the obligation underlying that Lien is not yet due, or if due, is being contested in good faith by appropriate proceedings and so long as the Borrower has set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be ordered to pay on final determination of any such proceedings; (iii) Liens which the Borrower is required to constitute with or in favor of any Authority pursuant to the Banking Regulations and other statutory preferences which are generally applicable to deposit-taking institutions; (iv) other Liens constituted or otherwise arising in the ordinary course of banking business, provided that they fall within the limits permitted by the Banking Regulations; and (v) any Lien created under a repurchase agreement involving the sale and repurchase of securities entered in the ordinary course of business and on the basis of arm’s-length arrangements.
6.2.2	Acquisitions
	Without the prior written consent of FMO, acquire any company, business, assets or undertaking except for acquisitions made in the ordinary course of its banking business, provided that such acquisitions fall within the limits permitted by the Banking Regulations.

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6.2.3	Joint Ventures
	Without the prior written consent of FMO: (i) acquire or agree to acquire any shares, stocks, securities or other interest in any Joint Venture; or (ii) transfer any assets or lend to or guarantee or indemnify or give security for, or agree to transfer, lend, guarantee, indemnify or give security for the obligations of a Joint Venture, except for any such acquisitions, transfers, loans, guarantees, indemnities and/or security (or agreements to do any of the foregoing) made or given in the ordinary course of its banking business, provided that such transactions fall within the limits permitted by the Banking Regulations.
6.2.4	Loans and Guarantees
	Without the consent of FMO, make any loans, grant any credit or give any guarantee or indemnity (in each case except in the ordinary course of business) to or for the benefit of any person or voluntarily assume any liability, whether actual or contingent in respect of any obligation of any person, except for loans, grants of credit, guarantees or indemnities in respect of liabilities made or given in the ordinary course of its banking business, provided that such transactions fall within the limits permitted by the Banking Regulations.

6.2.5	Dividends
	Without the prior written consent of FMO, pay, make or declare any dividend or other distribution to its shareholders unless:

(a) No Default or Event of Default has occurred and is continuing or would result from the payment of such dividend or distribution; and

(b) Such payment is permitted in accordance with Banking Regulations.

6.2.6	Merger
	Undertake or permit any merger, spin-off, consolidation or reorganization; or sell, transfer, lease or otherwise dispose of all or a substantial part of its assets, other than in strict accordance with the Banking Regulations then in effect.
6.2.7	Arm‘s length basis
	Without the prior written consent of FMO, enter into any transaction with any person or enter into or continue business relations with any shareholder, employee, Affiliate, Holding Company and/or Subsidiary except on proper negotiated commercial arm’s length terms.
6.2.8	Excluded Activities
	Engage in, finance or provide loans, capital or other funding to, any Client or other person performing or engaging in any of the excluded activities listed in Schedule 9 (Excluded Activities).

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6.2.9	Auditors
	Without the prior written consent of FMO, appoint any company, firm or individual to replace the Auditors, provided that the Borrower may replace its Auditors without the prior written consent of FMO if: (a) the replacement Auditors consist of one of the following auditing firms: Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers; and (b) the Borrower provides FMO with not less than thirty (30) days’ prior written notice of such replacement. The Borrower shall comply with all Applicable Laws of the Country regarding the auditing of its financial statements and the appointment and maintenance of auditors.
6.2.10	ERISA
	Establish, maintain, contribute to or become obligated to contribute to any ERISA Plan or permit any Subsidiary to do so.

6.3	Informational Covenants
	The Borrower shall:

6.3.1 Financial Statements

Supply to FMO in the English language:

(a) as soon as the same become available, but in any event within one hundred and twenty (120) days after the end of each of its financial years its audited consolidated financial statements for that financial year, prepared in accordance with the Accounting Principles and in the format required by the Central Bank; and

(b) as soon as the same become available, but in any event within sixty (60) days after the end of each quarter of each of its financial years its unaudited consolidated financial statements for that period, prepared in accordance with the Accounting Principles and in the format required by the Central Bank.

6.3.2	Compliance Certificate
	Supply to FMO, with each set of financial statements delivered pursuant to Section 6.3.1 (Financial Statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Section 6.1.1 (Financial Covenants) as at the date as at which those financial statements were drawn up. Each Compliance Certificate shall be signed by two Authorized Representatives of the Borrower (including at least one Authorized Representative who is an officer or director of the Borrower with responsibility for a finance or treasury function) and, in the case of the financial statements delivered pursuant to Section 6.3.1(a), shall be reported on by the Auditors in a form acceptable to FMO.
6.3.3	Requirements as to Financial Statements

(a) Ensure that each set of financial statements delivered by the Borrower pursuant to Section 6.3.1 (Financial Statements) is certified by two Authorized Representatives (including at least one Authorized Representative who is an officer or director of the Borrower with responsibility for a finance or treasury function) of the Borrower as fairly representing its financial condition as at the date as at which those financial statements were drawn up.

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(b) Procure that each set of its financial statements delivered pursuant to Section 6.3.1 (Financial Statements) is prepared using the Accounting Principles, and accounting practices and financial reference periods consistent with those applied in the preparation of the Financial Statements unless, in relation to any set of financial statements, it notifies FMO that there has been a change in the Accounting Principles, or the accounting practices or reference periods and its Auditors deliver to FMO:

(i) a description of any change necessary for those financial statements to reflect the Accounting Principles, accounting practices and reference periods upon which the Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by FMO, to enable FMO to determine whether Section 6.1.1 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements;

provided that any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Financial Statements were prepared.

6.3.4	Eligible Sub-loan Reports
	Supply to FMO, with each set of financial statements delivered pursuant to Section 6.3.1(a) (Financial Statements), an Eligible Sub-loan Report setting out (in reasonable detail) the characteristics of each Eligible Sub-loan to which the proceeds of any Utilization made pursuant to this Agreement by FMO to the Borrower under the Facility have been exclusively applied.
6.3.5	Environmental and Social Reporting

(a) Annually, the Borrower shall, as soon as the same becomes available, but in any event no later than the date it has delivered its audited annual financial statements pursuant to Section 6.3.1(a), deliver to FMO an Annual Environmental and Social Performance Report covering the preceding calendar year, in form and substance satisfactory to FMO; and

(b) Inform FMO in writing as soon as reasonably practicable upon becoming aware of the same:

(i) of any Environmental and Social Claim being commenced against it, any member of the Group, and/or any Client; or

(ii) of any facts or circumstances which will or are reasonably likely to result in any Environmental and Social Claim being commenced or threatened against it, any member of the Group and/or any Client.

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6.3.6 Miscellaneous

(a) Supply to FMO:

(i) all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally (including but not limited to its annual reports to shareholders) and any material document or communication dispatched to the Central Bank or any other supervisory authority (if any), in each case at the same time as they are dispatched;

(ii) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against it or any member of the Group or any Client, and which might, if adversely determined, have a Material Adverse Effect; and

(iii) promptly upon becoming aware of the same (or upon the request of FMO) any other information regarding the financial condition, business and operations of any member of the Group or any Client,

which, in each (or any such) case could reasonably be expected to be (or which, in the opinion of FMO, is) relevant to the ongoing evaluation of the Borrower’s credit risk, to the quality or performance of the Borrower’s Sub-loan portfolio, to the evaluation or determination of whether any event or circumstance might have a Material Adverse Effect, or to the compliance with or performance of any of the Borrower’s obligations under the Finance Documents; and

(b) Supply to FMO, as soon as possible after the date of this Agreement, its assigned VAT number and any other details in respect thereof.

6.3.7 Notification of Default

(a) Notify FMO of any Default (and the steps, if any, being taken to remedy it) promptly upon (and in any event not later than ten (10) Business Days after) becoming aware of its occurrence.

(b) Promptly upon a request by FMO, the Borrower shall supply to FMO a certificate signed by two of its Authorized Representatives on its behalf certifying that no Default is continuing or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it.

6.4	Insurance Covenants
	The Borrower shall:

6.4.1 maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies in accordance with good industry practices against those risks and to the extent as is usual for companies carrying on the same or substantially similar business and any other insurances as may be required by Applicable Law; and

6.4.2 ensure that all premiums are paid on time and other obligations of the Borrower under the insurance policies are duly complied with.

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7. EVENTS OF DEFAULT

7.1	Events of Default
	Each of the events or circumstances set out in this Section 7.1 is an Event of Default.

7.1.1	Non-Payment
	The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable.
7.1.2	Financial Covenants
	Any requirement of Section 6.1.1 (Financial Covenants) is not satisfied.
7.1.3	Other Obligations
	The Borrower fails to comply with any of its obligations under any of the Finance Documents (other than those referred to in Section 7.1.1 (Non-Payment) and Section 7.1.2 (Financial Covenants)) and such failure, being capable of remedy, is not remedied within thirty (30) days from the date on which the Borrower became aware, or should have become aware, of such failure.
7.1.4	Misrepresentation
	Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
7.1.5	Cross Default and Cross Acceleration

(a) Any Financial Indebtedness of the Borrower or any of its Subsidiaries is not paid when due and such non-payment is not cured within the earlier of seven (7) days or any shorter period after which such non-payment would constitute an event of default (however described) under or with respect to any other Financial Indebtedness of the Borrower or any of its Subsidiaries.

(b) Any Financial Indebtedness of the Borrower or any of its Subsidiaries is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of the Borrower or any of its Subsidiaries is cancelled or suspended by a creditor of the Borrower or any of its Subsidiaries as a result of an event of default (however described) and such event of default is not cured within the earlier of seven (7) days or any shorter period after which such event of default would constitute an event of default (however described) under or with respect to any other Financial Indebtedness of the Borrower or any of its Subsidiaries.

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(d) Any creditor of the Borrower or any of its Subsidiaries becomes entitled to declare any Financial Indebtedness of the Borrower or any of its Subsidiaries due and payable prior to its specified maturity as a result of an event of default (however described) and such event of default is not cured within the earlier of seven (7) days or any shorter period after which such event of default would constitute an event of default (however described) under or with respect to any other Financial Indebtedness of the Borrower or any of its Subsidiaries.

7.1.6 Involuntary Bankruptcy

(a) A decree or order by a court is entered against the Borrower or any of its Subsidiaries:

(i) adjudging the Borrower or such Subsidiary bankrupt or insolvent;

(ii) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of, or with respect to, the Borrower or such Subsidiary under any Applicable Law;

(iii) appointing an administrator (‘administrador’), intervener (‘interventor’), controller (‘veedor’) appointed by the Central Bank under Section 34 of Argentine Law 21,526, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or such Subsidiary or of any substantial part of its respective property or other assets;

(iv) ordering the winding up or liquidation of its or such Subsidiary’s affairs; or

(v) (v) the Central Bank (A) initiates a proceeding under Section 34 of the Argentine Law 21,526 requesting the Borrower to submit a plan under such Section or (B) orders a temporary, total or partial suspension of the activities of the Borrower pursuant to Section 49 of the charter of the Central Bank or (C) orders any general assignment for the benefit of creditors under the restructuring process contemplated under Section 35.bis of the Argentine Law 21,526.

(b) Any petition is filed seeking any of the actions set forth in sub-Sections 7.1.6(a)(i) to (v) and is not dismissed by a competent court under Argentine law 24,522, as amended within fifteen (15) Court Days from the date such petition is served for the first time on the Borrower or such Subsidiary, as the case may be, if such petition is being contested in good faith by appropriate proceedings during such period.

(c) Any action is taken by the Central Bank or other Authority seeking the liquidation of, the appointment of a receiver for, or other similar action with respect to, the Borrower or any of its Subsidiaries.

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7.1.7	Voluntary Bankruptcy
	The Borrower or any of its Subsidiaries:

(a) requests a moratorium or suspension of payment of debts from any court;

(b) institutes proceedings or takes any form of corporate action to be liquidated, adjudicated bankrupt or insolvent;

(c) takes any step towards or in furtherance of a judicial reorganization (‘concurso preventivo’) or an out-of-court restructuring (‘acuerdo preventivo extrajudicial’) under Argentine law;

(d) consents to the institution of bankruptcy or insolvency proceedings against it or any of its Subsidiaries;

(e) files a petition or answer or consent seeking reorganization or relief under any Applicable Law, or consent to the filing of any such petition or to the appointment of an administrator (‘administrador’), intervener (‘interventor’), controller (‘veedor’) appointed by the Central Bank under Section 34 of Argentine Law 21,526, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) in respect of the Borrower or any of its Subsidiaries or of any substantial part of its or such person’s respective property or other assets;

(f) agrees to or makes a general assignment for the benefit of creditors; or

(g) admits in writing its inability to pay its debts generally as they become due or otherwise becomes insolvent.

7.1.8	Creditors’ Process
	Any expropriation, attachment, sequestration, distress or execution affects any of the Borrower’s assets or assets of its Subsidiaries.
7.1.9	Analogous Events
	Any other event occurs which under any Applicable Law would have an effect analogous to any of those events listed in Section 7.1.6 (Involuntary Bankruptcy), Section 7.1.7 (Voluntary Bankruptcy) or Section 7.1.8 (Creditors’ Process) and such event is not discharged or dismissed within the applicable cure periods set forth in each of such provisions.
7.1.10	Revocation; Unlawfulness; Repudiation
	Any Finance Document or any of its provisions:

(a) is revoked, terminated or ceases to be in full force and effect or ceases to provide the security intended, without, in each case, the prior consent of FMO;

(b) becomes unlawful or is declared void, or it is or becomes unlawful for the Borrower to perform any of its obligations under any Finance Document; or

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(c) is repudiated or its validity or enforceability is challenged by any person and any such repudiation or challenge is not withdrawn within thirty (30) days of the notice of FMO to the Borrower requiring such withdrawal; provided that no such notice shall be required or, as the case may be, the notice period shall terminate if and when such repudiation or challenge becomes effective.

7.1.11 Governmental Intervention

By or under the authority of any government or other Authority:

(a) the management of the Borrower or any of its Subsidiaries is wholly or partially displaced or the authority of the Borrower or any of its Subsidiaries in the conduct of its business is wholly or partially curtailed; or

(b) any of the issued shares of the Borrower or any of its Subsidiaries or the whole or any part of its respective revenues or assets is seized, nationalized, expropriated or compulsorily acquired.

7.1.12	Material Adverse Effect
	Any event or circumstance occurs which, in the opinion of FMO, could reasonably be expected to have a Material Adverse Effect.
7.1.13	Illegality
	It becomes unlawful in any applicable jurisdiction for FMO to perform any of its obligations as contemplated by this Agreement or to fund or maintain any Utilization.
7.1.14	Change of Control
	The Major Shareholder ceases to Control the Borrower and/or any person or group of persons acting in concert gains Control of the Borrower.
7.1.15	Moratorium; Foreign Exchange Restriction Event; Interest Rate Regulation

(a) Any Authority of the Country declares any general moratorium or payment delay, refusal to pay or acknowledge a payment obligation, repudiation or other action (whether or not formally announced) which relates to debts or any category of debts not to be paid in accordance with their terms, or any other event or circumstance occurs that directly or indirectly prevents the Borrower or FMO from retaining Dollar currency within the Country, from converting the Local Currency to Dollars or from transferring Dollars outside the Country, or any other Foreign Exchange Restriction Event shall occur, which prevents the Borrower from fulfilling any obligation under this Agreement or any other Finance Document.

(b) The Borrower expressly waives the right to invoke any defense of payment impossibility (including any defense under Section 1198 of the Argentine Civil Code) or impossibility of paying in Dollars.

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7.1.16	Impairment of Security
	The Borrower does not comply with any provision of a Security Document or any Security Document ceases to be legal, valid, binding, enforceable, effective or perfected or is alleged by a party to it (other than the Lender) to be ineffective, or the value of the Security has been or is threatened to be decreased.

7.2 Acceleration

7.2.1 On and at any time after the occurrence of an Event of Default, FMO may, by notice to the Borrower, take any or all of the following actions:

(a) cancel all or any portion of the Available Facility whereupon such Available Facility shall immediately be cancelled;

(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents, be immediately due and payable, whereupon they shall become immediately due and payable;

(c) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be payable on demand, whereupon they shall immediately become payable on demand by FMO on the instructions of FMO; or

(d) enforce all or any part of any guarantees, collateral or other security (including the Security) securing any obligation under any Finance Document and apply the proceeds thereof towards amounts accrued or outstanding under the Finance Documents,

provided that, in the event of an actual or deemed entry of an order for relief with respect to the Borrower under Section 7.1.6 (Involuntary Bankruptcy) or Section 7.1.7 (Voluntary Bankruptcy), the obligation of FMO to fund any Utilization shall automatically be terminated and the Loan, together with accrued interest, fees, expenses and all other amounts accrued or outstanding under the Finance Documents, shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind.

7.2.2 The Borrower waives any right it might have to further notice, presentment, demand or protest with respect to any acceleration, whether automatic or not, or demand for immediate payment of all or part of amounts due under any Finance Document.

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8.	MISCELLANEOUS
8.1	Changes to Lender

8.1.1	Assignments by Lender
	Subject to this Section 8, FMO may assign or otherwise transfer all or any of its rights or obligations under this Agreement to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).
8.1.2	Conditions of Assignment or Transfer

(a) An assignment will only be effective on receipt by the Borrower of written confirmation from the New Lender that the New Lender will assume the same obligations to the other Parties as it would have been under if it was FMO.

(b) A transfer will only be effective if the procedure set out in Section 8.1.4 (Procedure for Transfer) is complied with.

8.1.3 Limitation of Responsibility of FMO

(a) Unless expressly agreed to the contrary, FMO makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of the Borrower;

(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b) A New Lender shall confirm to FMO that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its acceptance of any assignment by FMO of FMO’s rights or obligations under this Agreement and has not relied exclusively on any information provided to it by FMO in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities while any amount is or may be outstanding under the Finance Documents.

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(c) Nothing in any Finance Document obliges FMO to:

(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Section 8; or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

8.1.4 Procedure for Transfer

(a) Subject to the conditions set out in Section 8.1.2 (Conditions of Assignment or Transfer), an assignment is effected in accordance with sub-Section 8.1.4(b) when FMO executes an otherwise duly completed Assignment and Assumption Agreement. FMO shall, subject to sub-Section 8.1.4(b), as soon as reasonably practicable after receipt by it of a duly completed Assignment and Assumption Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute and date that Assignment and Assumption Agreement.

(b) FMO shall only be obliged to execute an Assignment and Assumption Agreement delivered to it by the New Lender upon the New Lender’s completion of all “know your customer” or other checks relating to any person that it is required to carry out in relation to the transfer to such New Lender.

(c) On the effective date of the Assignment and Assumption Agreement:

(i) to the extent that in the Assignment and Assumption Agreement FMO seeks to transfer all of its rights and obligations under the Finance Documents the Borrower and FMO shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and FMO;

(iii) the New Lender shall become a Party as a “Lender” and reference in this Agreement to “FMO” shall be construed to be reference to the “Lender”.

8.1.5	Copy of Assignment and Assumption Agreement to Borrower
	FMO shall as soon as reasonably practicable after it has executed an Assignment and Assumption Agreement, send to the Borrower a copy of that Assignment and Assumption Agreement.

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8.1.6	Disclosure of Information
	FMO may disclose to any other person:

(a) to (or through) whom FMO assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;

(b) with (or through) whom FMO enters into (or may potentially enter into) any participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower; or

(c) to whom, and to the extent that, information is required to be disclosed by any Applicable Law,

any information about the Borrower, the Group and the Finance Documents as FMO shall consider appropriate if in relation to sub-Section 8.1.6(a) or sub-Section 8.1.6(b), when the person to whom the information is to be given has entered into a confidentiality undertaking in a form satisfactory to FMO.

8.2	Changes to the Borrower
	The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents, without the prior written consent of FMO. FMO may consent or withhold its consent to any such assignment or transfer in its sole and absolute discretion.
8.3	Conduct of Business by FMO
	No provision of this Agreement will:

(a) interfere with the right of FMO to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige FMO to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige FMO to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

8.4 Payment Mechanics

8.4.1 Payments to FMO

(a) On each date on which the Borrower is required to make a payment to FMO under a Finance Document, the Borrower shall make the same available to FMO (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by FMO as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

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(b)

Payment shall be made into the bank account specified below or such other account located in New York, New York, United States of America, specified from time to time by FMO:

bank account number 456.060.893.941 in the name of Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., Anna van Saksenlaan 71, 2593 HW The Hague, The Netherlands, with ABN AMRO Bank N.V., New York Branch, New York, NY 10017, USA, S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026 009 580, stating reference number 0000119688 (Banco de Galicia y Buenos Aires S.A. — Argentina), or to such other account as is specified by the Lender to the Borrower from time to time.

8.4.2	Distributions by FMO
	On each date on which this Agreement requires an amount to be paid by FMO to the Borrower, FMO shall make the same available to the Borrower to the relevant account specified below or such other account specified from time to time:
	Account No. 2000192261221 in the name of Banco de Galicia y Buenos Aires S.A., with Wells Fargo Bank, New York, New York, U.S.A., S.W.I.F.T. BIC PNBP US 3N NYC, CHIPS Routing Number: 509, FEDWIRE transit routing number 026005092.
8.4.3	Distributions to the Borrower
	FMO may (with the consent of the Borrower or in accordance with Section 8.5 (Set-off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
8.4.4	Partial Payments

(a) If FMO receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, FMO shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of FMO under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) FMO may allocate amounts received to the categories, and vary the order set out, in sub-Sections 8.4.4(a)(i) to (iv) in any manner it thinks fit.

(c) Any application of payments made by FMO in accordance with sub-Sections 8.4.4(a) or (b) above will override any application made, or instruction given, by the Borrower with respect to such payments.

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8.4.5	No Set-off by the Borrower
	All payments to be made by the Borrower under this Agreement or any other Finance Document shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

8.4.6 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

8.4.7 Currency of Account

(a) Subject to sub-Section 8.4.7(b) and sub-Section 8.4.7(c), the Dollar is the currency of account and payment for any sum due from the Borrower under any Finance Document.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than Dollars shall be paid in that other currency.

(d) FMO may, in its sole discretion, elect to receive all or any portion of any amount then due and payable by Borrower in Local Currency, by notice to the Borrower, indicating the amount to be paid in Local Currency. Payment of such amounts pursuant to such an election shall not discharge the Borrower from any other amount payable under this Agreement or any other Finance Document, including any amount payable as a result of any payment not being discharged in Dollars as required under this Section 8.4.7.

8.4.8 Change of Currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognized by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by FMO (after consultation with the Borrower); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognized by the central bank for the conversion of that currency or currency unit into the other, reasonably rounded up or down by FMO.

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(b) If a change in any currency of a country occurs, this Agreement will, to the extent FMO (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

8.4.9

Payment under a Foreign Exchange Restriction Event

The transactions contemplated by this Agreement and the other Finance Documents are international transactions in which the specification of Dollars as the currency of payment and the specification of New York (or any other place outside of the Country), as the case may be, are of the essence. Accordingly, notwithstanding anything to the contrary in this Agreement or any other Finance Document, if the Borrower (1) fails to maintain sufficient funds outside the Country to enable it to comply with its obligations hereunder, or (2) is unable, due to the occurrence of any Foreign Exchange Restriction Event or otherwise, to purchase sufficient Dollars with Pesos on any Repayment Date or any Interest Payment Date or any other date on which a payment is due hereunder directly at the foreign exchange market in the Country and to subsequently transfer such Dollars abroad either into FMO’s bank account specified in accordance with Section 8.4.1(b), the Borrower shall not be released or excused from any obligation under this Agreement or any other Finance Document to effect payment in Dollars or in New York (or such other place outside the Country) and no payment in a currency other than Dollars or in another place shall operate to discharge such obligation and the Borrower shall acquire Dollars by: (i) purchasing with Pesos any series of “Argentine Discount Bonds” or “Argentine Par Bonds” or any other securities or public or private bonds denominated in Dollars and listed at the Buenos Aires Stock Exchange (the “Designated Securities”), and subsequently transferring and selling the Designated Securities outside the Country for Dollars in compliance with Applicable Laws of the Country; or (ii) by means of any other procedure existing in the Country or abroad for the purchase of Dollars and their subsequent transfer abroad. All costs and Taxes payable in connection with the transactions contemplated by sub-paragraphs (i) and (ii) of this Section 8.4.9 above shall be borne by the Borrower.

8.5	Set-off
	FMO may set off any matured obligation due (whether due at scheduled maturity, by reason of acceleration or mandatory prepayment, or otherwise) from the Borrower under the Finance Documents against any matured obligation owed by FMO to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, FMO may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
8.6	Notices

8.6.1	Communications in Writing
	Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, letter or e-mail.

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8.6.2

Address and Delivery

Any notice or demand to be made by one person (a “first person”) to another under or in connection with the Finance Documents may be served by depositing such notice or demand at the address identified with the name of such other person below (or such other address as such other person may previously have specified to the first person in writing) or by letter posted by prepaid first-class post to such address (which shall be deemed to have been served on the fifth day following the date of posting), or by fax to the fax number identified with the name of such other person below (or such other fax number as such other person may previously have specified to the first person in writing) (which shall be deemed to have been received when transmission has been completed), or by e-mail to the e-mail address identified with the name of such other person below (or such other e-mail number as such other person may previously have specified to the first person in writing) (which shall be deemed to have been received when transmission has been completed and the recipient provides confirmation of receipt by means of a writing which is not automatically generated by the recipient’s e-mail system); provided that any notice to be served on FMO shall be effective only when actually received by FMO, marked for the attention of the department or officer specified by FMO for such purpose.

For the Borrower:

Banco de Galicia y Buenos Aires S.A.
Tte. J.D. Perón 407 (C1038AAI)
Buenos Aires, Argentina
Attention: Carlos E. López
Facsimile: +5411 6329-6484
E-mail: carlos.e.lopez@bancogalicia.com.ar

For FMO:

Nederlandse Financierings-Maatschappij
voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71, 2593 HW
The Hague, The Netherlands
Attention: Financial Institutions, Latin America & Caribbean Department
Facsimile: +31 70 314 9831
Email: MonLAC@fmo.nl

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8.6.3	Notification of Address and Fax Number
	Promptly upon a change of its address, fax number or e-mail, a Party shall notify the other Party.
8.6.4	Language

(a)	Any notice given under or in connection with any Finance Document must be in English.
(b)	This Agreement and each other Finance Document (other than any Note and any Security Document governed by the laws of the Country) has been prepared and executed in the English language. In the event of any ambiguity, inconsistency or conflict between this English language version of this Agreement or any other Finance Document (other than any Note or any Security Document governed by the laws of the Country) executed in the English language, and any Spanish or other translation thereof, the English language version shall prevail. In the event of any ambiguity, inconsistency or conflict between the Spanish language version of any Note or any Security Document governed by the laws of the Country, and any English or other translation thereof, the Spanish language version shall prevail.
(c)	All other documents provided under or in connection with any Finance Document must be in English or, if not in English and if so required by FMO, accompanied by a certified English translation at the Borrower’s cost and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

8.7 Calculations and Certificates

8.7.1	Accounts
	In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by FMO are prima facie evidence of the matters to which they relate.
8.7.2	Certificates and Determinations
	Any certification or determination by FMO of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
8.7.3	Day Count Convention
	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

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8.7.4

Partial Invalidity

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, then such provision shall be limited to the extent of such illegality, invalidity or unenforceability, but neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

8.8	Remedies and Waivers
	No failure to exercise, nor any delay in exercising, on the part of FMO, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
8.9	Amendments and Waivers
	Any term of the Finance Documents may be amended or waived only with the written consent of FMO and the Borrower and any such amendment or waiver will be binding on all Parties.
8.10	Counterparts
	Each Finance Document (other than the Notes) may be executed by facsimile or other electronic transmission and in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single original copy of the Finance Document.
8.11	Governing law
	This Agreement shall be deemed to be a contract made under, and shall be governed by and construed in accordance with, the laws of the State of New York, United States of America, including Sections 5-1401 and 5-1402 of the New York General Obligations Law (but excluding any conflict of law rules that could cause the application of the laws of any other jurisdiction), and the meaning and construction of this Agreement and the rights and duties of the Parties hereunder shall, in all respects, be determined in accordance with such laws.
8.12	Arbitration

8.12.1

Submission to Arbitration

At the sole option of the Lender, the Lender may by notice in writing to the Borrower require that any dispute, controversy or claim arising out of or relating to this Agreement, including a dispute regarding the existence, validity, breach or termination of this Agreement (each, a “Dispute”), shall be referred to and finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules. If the Lender gives such notice, then subject to Section 8.12.4 (Option), the Dispute to which such notice refers shall be resolved in accordance with this Section 8.12 (Arbitration).

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8.12.2	Procedure for Arbitration
	The arbitral tribunal shall consist of one arbitrator who shall be a lawyer with experience in international lending appointed in accordance with the Rules. The seat of the arbitration shall be New York, New York and the language of the arbitration shall be English.
8.12.3	Effect of Arbitration
	Any award of the arbitral tribunal shall be binding from the day it is made, and the Parties hereby waive any right to refer any question of law and any right of appeal on the law and/or the merits to any court of law in any jurisdiction.
8.12.4	Option
	Notwithstanding the delivery by the Lender of a notice of arbitration under Section 8.12.1 (Submission to Arbitration) with respect to any Dispute, before the arbitrator has been appointed to determine a Dispute, the Lender may by notice in writing to all other Parties to this Agreement require that all Disputes or a specific Dispute be heard by a court of law. If the Lender gives such notice, the Dispute to which such notice refers shall be determined in accordance with Section 8.13 (Court Jurisdiction).

8.13 Court Jurisdiction

8.13.1 Except for Disputes which the Lender has referred to arbitration pursuant to Section 8.12 (Arbitration), and without prejudice to the rights of the Lender to commence legal proceedings in any other court having jurisdiction pursuant to sub-Section 8.13.2 of this Section 8.13, any dispute, controversy or claim arising out of or relating to this Agreement or any other Finance Document, including a dispute regarding the existence, validity, breach or termination of this Agreement or of any of the Finance Documents may, at the option of the Lender, be brought in the federal courts of the United States of America located in the Southern District of New York or in the Supreme Court of the State of New York or in any other courts having jurisdiction. The Borrower irrevocably submits for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any relevant appellate court, in any action or proceeding arising out of, in connection with, or relating to any of the Finance Documents or any of the transactions contemplated thereby, or for recognition or enforcement of any judgment, and each Party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court, or to the extent permitted by law, in such federal court. Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

8.13.2 Nothing in this Section 8.13 shall affect the right of the Lender to commence legal proceedings or otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction.

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8.13.3 The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System, with an office at the date hereof at 111 Eighth Avenue, New York, New York 10011, as its authorized agent solely to receive for and on its behalf service of summons or other legal process in any action, suit or proceeding the Lender may bring in New York. As long as this Agreement or any other Finance Document to which the Borrower is a party remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on their behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Lender may bring in New York, with respect to this Agreement or that other Finance Document. The Borrower shall keep the Lender advised of the identity and location of such agent.

8.13.4 The Borrower also irrevocably consents, if for any reason the Borrower’s authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in the State of New York, United States of America, to the service of such papers being made out of those courts by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower at its address specified in Section 8.6.2 (Address and Delivery). In such a case, the Lender shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. Service in the manner provided in this Section 8.13 in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding.

8.13.5 The Borrower irrevocably waives to the fullest extent permitted by Applicable Law:

(a) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section 8.13; and

(b) any claim that any such action, suit or proceeding has been brought in an inconvenient forum.

8.13.6 To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other Finance Document to which the Borrower is a party from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

8.13.7 EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, IN CONNECTION WITH OR RELATING TO ANY FINANCE DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS CLAUSE.

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8.13.8 To the extent that the Borrower may, in any suit, action or proceeding brought in any of the courts referred to in sub-Section 8.13.1 or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other Finance Document to which the Borrower is a party, be entitled to the benefit of any provision of law requiring the Lender in such suit, action or proceeding to post security for the costs of the Borrower, or to post a bond or to take similar action (including but not limited to the defense of ‘excepción de arraigo’ under the Civil Procedure Code of Argentina, as amended), the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

8.14	Third-Parties
	Nothing in this Agreement, express or implied, shall confer upon any person, other than the Parties, and their successors and permitted assigns hereunder, any benefit or any legal or equitable right or remedy under this Agreement, provided that a participant in the Loan shall be entitled to the benefit of Section 8.15 (Waiver of Damages).
8.15	Waiver of Damages
	To the extent permitted by Applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against the Lender, any participant in the Loan or any of their respective employees, officers, agents and sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Finance Document, any other document or instrument contemplated thereby, the transactions contemplated hereby or thereby, any action or inaction taken or not taken pursuant thereto or in connection therewith, and the Loan or the use of the proceeds thereof.

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8.16

Survival

All covenants, agreements, representations and warranties made by or in respect of the Borrower or any other member of the Group herein or in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Finance Document shall be considered to have been relied upon by the Lender and shall survive the execution and delivery of this Agreement and the making of the Loan or any Utilization, regardless of any investigation made by the Lender and notwithstanding that the Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Finance Document is outstanding and unpaid and so long as any commitment has not expired or terminated. The provisions of Sections 3.9, 3.10, 3.11, 3.12 and 8.15 (Waiver of Damages) shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loan or any Utilization, the expiration or termination of the commitments or the termination of this Agreement or any other Finance Document or any other provision hereof or thereof.

8.17	Entire Agreement
	This Agreement and the other Finance Documents constitute the entire agreement among the parties hereto and thereto with respect to the subject matter hereof and thereof.

* * * * *

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IN WITNESS WHEREOF, each of the Parties, intending to be legally bound hereby, have caused this Agreement to be signed in their respective names as of the date first above written.

BANCO DE GALICIA Y BUENOS AIRES S.A.
AS BORROWER

Authorized Representative	Authorized Representative
NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ
VOOR ONTWIKKELINGSLANDEN N.V.,
AS LENDER
Authorized Representative	Authorized Representative

Signature page to the Term Facility Agreement

ANNEX A
AUTHORIZATIONS

1. Certified copy of the By-laws of the Borrower with all amendments thereto, duly registered with the relevant Authority.

2. Certified copy of the minutes / resolution of the Board of Directors of the Borrower approving the terms of the transactions contemplated by the Finance Documents and authorizing a specific person to execute and sign the Finance Documents on behalf of the Borrower.

3. Certified copy of the minutes of the most recent Shareholders’ meeting of the Borrower appointing the members of its Board of Directors, duly registered with the relevant Authority.

4. Certified copy of the relevant power(s) of attorney in case any Finance Document is signed by attorneys.

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ANNEX B
MANDATORY COST FORMULA

1. The Mandatory Cost is an addition to the interest rate in relation to the cost of compliance with the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) FMO shall calculate a rate (the “Additional Cost Rate”) as referred to in paragraph 3.

3. The Additional Cost Rate for FMO if lending from a Participating Member State will be the percentage determined by FMO as the cost of complying with the minimum reserve requirements of the European Central Bank.

4. FMO shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates FMO.

5. Any determination by FMO pursuant to this Schedule in relation to the Mandatory Cost, an Additional Cost Rate or any amount payable to FMO shall, in the absence of manifest error, be conclusive and binding on all Parties.

6. FMO may from time to time, after consultation with the Borrower, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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ANNEX C
CORPORATE GOVERNANCE GUIDELINES

What is corporate governance?

Corporate governance refers to the structures and processes for the direction and control of companies that align the interests of a wide range of different stakeholders such as management, employees, shareholders and creditors. Good corporate governance contributes to sustainable economic development by enhancing the performance of companies and increasing their access to outside sources of capital. Although the role of each of these stakeholders and their interactions widely vary among countries, a good corporate governance regime helps to assure that companies use their capital efficiently.

FMO clients will benefit from good corporate governance

Corporate governance ultimately is a matter of self-interest for companies. Good corporate governance will enhance a client’s access to capital markets and improve corporate performance.

Access to capital markets. Strengthening investors’ confidence will trigger investors’ appetite to invest. Furthermore, in an increasingly integrated world characterized by highly mobile capital, investors’ expectations for more responsive corporate governance practices are something that companies cannot afford to ignore. International flows of capital enable companies to access financing from a much larger pool of investors and attracts more “patient” long-term capital. Finally, improved corporate governance practices will reduce uncertainty and risks for investors as transparency and predictability increases. This could yield higher business valuations. Adherence to good corporate governance practices: (i) will help improve the confidence of both foreign and domestic investors, may (ii) reduce the cost of capital, and (iii) ultimately will induce more stable sources of financing.

Corporate performance. Good corporate governance helps to ensure that companies take into account the interests of a wide range of constituencies, as well as of the communities within which they operate, and that their boards are accountable to the company and the shareholders. Better governance structures and processes improve decision-making within companies and reduce the occurrence of conflicts between different stakeholders. The best-run companies also recognise that business ethics and corporate awareness of the environmental and societal interest of the communities in which they operate can have an impact on their reputation and long-term performance.

The importance of good corporate governance to FMO

In addition to the benefits to individual client companies, good corporate governance will help FMO to reduce risks and will make a positive contribution to the development of international capital markets.

Reducing risks. FMO faces not only investment risk, but poor governance or, in the worst cases, corporate scandals also involve a reputational risk. Increased transparency regarding structures, processes and financial results will reduce the likelihood of conflicts among a client’s constituencies.

Development of international capital markets. Improving corporate governance has an impact that goes well beyond the level of individual companies. Strengthening the confidence of investors in a country’s companies and capital markets matters greatly to the long-term competitiveness, overall health and vitality of national economies.

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FMO’s approach

FMO supports the private sector in developing countries and emerging markets. FMO’s mission is to contribute to the structural and sustainable economic growth in these countries and, together with the private sector, obtain healthy returns. Therefore, FMO places a strong emphasis on the corporate governance regimes of its clients, as it believes that embracing sound corporate governance principles will be beneficial to all stakeholders of the company. FMO aims to add value to its clients in the area of corporate governance based on the experience we have developed over many years, investing across a wide range of markets and industries. Therefore, FMO reviews the corporate governance regimes of its clients at an early stage, through information request lists and discussions. FMO is able to provide technical support where needed. Additionally, FMO works with its clients to improve corporate governance regimes and jointly develop a “Corporate Governance Action Plan”.

The OECD Principles of Corporate Governance provide the framework for the work of FMO in this area, identifying the key practical issues: the rights and equitable treatment of shareholders, the role of stakeholders, disclosure and transparency, and the responsibilities of the board of directors. The OECD principles form part of a broader international effort to promote increased transparency, integrity and the rule of law. The Principles are non-binding, but merely serve as a reference point. The principles focus on publicly traded companies, but are also a useful tool to improve corporate governance in non-traded companies. The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation, including the financial situation, performance, ownership, and governance of the company. Furthermore it should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders.

The rights of shareholders

PRINCIPLE: The corporate governance framework should protect shareholders’ rights.

Basic shareholder rights include the right to: (i) secure methods of ownership registration; convey or transfer shares; (ii) obtain relevant information on the company on a timely and regular basis; (iii) participate and vote in general shareholder meetings; (iv) elect members of the board; and (v) share in the profits of the corporation.

Shareholders have the right to participate in, and to be sufficiently informed on, decisions concerning fundamental corporate changes such as: (i) amendments to the statutes, or articles of incorporation or similar governing documents of the company; (ii) the authorization of additional shares; and (iii) extraordinary transactions that in effect result in the sale of the company.

Shareholders should have the opportunity to participate effectively and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings: (i) shareholders should be furnished with sufficient and timely information concerning the date, location and agenda of general meetings, as well as full and timely information regarding the issues to be decided at the meeting, (ii) opportunity should be provided for shareholders to ask questions of the board and to place items on the agenda at general meetings, subject to reasonable limitations, and (iii) shareholders should be able to vote in person or in absentia, and equal effect should be given to votes whether cast in person or in absentia.

Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

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Markets for corporate control should be allowed to function in an efficient and transparent manner: (i) the rules and procedures governing the acquisition of corporate control in the capital markets, and extraordinary transactions such as mergers, and sales of substantial portions of corporate assets, should be clearly articulated and disclosed so that investors understand their rights and recourse. Transactions should occur at transparent prices and under fair conditions that protect the rights of all shareholders according to their class, and (ii) anti-take-over devices should not be used to shield management from accountability.

Shareholders, including institutional investors, should consider the costs and benefits of exercising their voting rights.

The equitable treatment of shareholders

PRINCIPLE: The corporate governance framework should ensure the equitable treatment of all shareholders, including minority and foreign shareholders. All shareholders should have the opportunity to obtain effective redress for violation of their rights.

All shareholders of the same class should be treated equally: (i) within any class, all shareholders should have the same voting rights. All investors should be able to obtain information about the voting rights attached to all classes of shares before they purchase. Any changes in voting rights should be subject to shareholder vote, (ii) votes should be cast by custodians or nominees in a manner agreed upon with the beneficial owner of the shares, and (iii) processes and procedures for general shareholder meetings should allow for equitable treatment of all shareholders. Borrower procedures should not make it unduly difficult or expensive to cast votes.

Insider trading and abusive self-dealing should be prohibited.

Members of the board and managers should be required to disclose any material interests in transactions or matters affecting the company.

The role of shareholders in corporate governance

PRINCIPLE: The corporate governance framework should recognise the rights of shareholders as established by law and encourage active co-operation between companies and shareholders in creating wealth, jobs, and the sustainability of financially sound enterprises.

The corporate governance framework should assure that the rights of shareholders that are protected by law are respected.

Where shareholder interests are protected by law, shareholders should have the opportunity to obtain effective redress for violation of their rights.

The corporate governance framework should permit performance-enhancing mechanisms for shareholder participation.

Where shareholders participate in the corporate governance process, they should have access to relevant information.

Disclosure and transparency

PRINCIPLE: The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the company, including the financial situation, performance, ownership, and governance of the Borrower.

Disclosure should include, but not be limited to, material information on: (i) the financial and operating results of the company, (ii) company objectives, (iii) major share ownership and voting rights, (iv) members of the board and key executives, and their remuneration, (v) material foreseeable risk factors, (vi) material issues regarding employees and shareholders, and (vii) governance structures and policies.

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Information should be prepared, audited, and disclosed in accordance with high quality standards of accounting, financial and non-financial disclosure, and audit.

An annual audit should be conducted by an independent auditor in order to provide an external and objective assurance on the way in which financial statements have been prepared and presented.

Channels for disseminating information should provide for fair, timely and cost efficient access to relevant information by users.

The responsibilities of the board

PRINCIPLE: The corporate governance framework should ensure the strategic guidance of the company, the effective monitoring of management by the board, and the board’s accountability to the company and the shareholders.

Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the company and the shareholders.

Where board decisions may affect different shareholder groups differently, the board should treat all shareholders fairly.

The board should ensure compliance with Applicable Law and take into account the interests of shareholders.

The board should fulfil certain key functions, including: (i) reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, overseeing major capital expenditures, acquisitions and divestitures, (ii) selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning, (iii) reviewing key executive and board remuneration, and ensuring a formal and transparent board nomination process, (iv) monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions, (v) ensuring the integrity of the company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for monitoring risk, financial control, and compliance with the law, (vi) monitoring the effectiveness of the governance practices under which it operates and making changes as needed, and (vii) overseeing the process of disclosure and communications.

The board should be able to exercise objective judgement on corporate affairs independent, in particular, from management: (i) boards should consider assigning a sufficient number of non-executive board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest. Examples of such key responsibilities are financial reporting, nomination and executive and board remuneration, (ii) board members should devote sufficient time to their responsibilities.

In order to fulfill their responsibilities, board members should have access to accurate, relevant and timely information.

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ANNEX D
SECURITY DOCUMENTS

1.	Security Agreement;
2.	Depositary Agreement;

3. all filings, recordings or registrations required to be filed or made in respect of any such Security Agreement or Depositary Agreement;

4. any powers of attorney required pursuant to or in connection with the implementation or enforcement of the Security Agreement or Depositary Agreement;

5.	any other agreements, certificates and other documents entered into or delivered from time to time in relation to the Security Agreement or Depositary Agreement; and
6.	such other forms of security as the Lenders may require.

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SCHEDULE 1.
FORM OF UTILIZATION REQUEST

[BORROWER’S LETTERHEAD]

[insert date]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague, The Netherlands

Attention	:	Financial Institutions, Latin America & Caribbean Department
Re :		Utilization Request

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

2. We hereby irrevocably request the disbursement on [insert date] (“Proposed Utilization Date”), or as soon as practicable thereafter, of the amount of [insert amount] under the Facility (the “Utilization”) in accordance with the provisions of Section 3.2 (Procedure for Utilization) of the Agreement. You are requested to pay such amount at our bank account No. [insert account number] at [insert name, address, SWIFT and other wire transfer details of bank].

3. We hereby irrevocably request that the Utilization bear interest at [a variable interest rate calculated in accordance with Section 3.3.1 of the Agreement][a fixed interest rate determined in accordance with section 3.3.8 of the Agreement].

4. We certify that each of the conditions specified in [Section 5.1 (Conditions of First Utilization) and]^* Section 5.2 (Conditions of all Utilizations)[, and Section 5.3 (Conditions of each Utilization other than the first Utilization)] of the Agreement is satisfied as of the date of this Utilization Request. This certification is effective as of the date of this Utilization Request and shall continue to be effective as of the Proposed Utilization Date. Should this certification be no longer valid as of or prior to the Proposed Utilization Date, we undertake to immediately notify you in writing.

^* Reference to Section 5.1 to be included in the Utilization Request related to the first Utilization only. Reference to Section 5.3 to be included in each Utilization Request other than the first Utilization Request.

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Yours faithfully,

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Borrower.

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SCHEDULE 2.
FORM OF UTILIZATION RECEIPT

[BORROWER’S LETTERHEAD]

[insert date]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague, The Netherlands

Attention	:	Financial Institutions, Latin America & Caribbean Department
Re	:	Utilization Receipt

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

2. We hereby acknowledge receipt on the date hereof of the sum of [insert amount of the relevant Utilization] disbursed to us by FMO under the Agreement.

Yours faithfully,

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Borrower.

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SCHEDULE 3.
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Term Facility Agreement identified below (as amended, the “Facility Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Facility Agreement, as of the Effective Date inserted by the Assignor as contemplated by the Facility Agreement (i) all of the Assignor’s rights and obligations under the Facility Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facility identified below and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor against any person, whether known or unknown, arising under or in connection with the Facility Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1.	Assignor:     [Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.]
2.	Assignee:     [_____]
3.	Borrower(s):     [_____]

4. Facility Agreement: The US$20,000,000 Term Facility Agreement dated as of December 17, 2010 between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.

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5. Assigned Interest:

	Aggregate Amount
	of	Amount of
	Commitment/Loans	Commitment/Loa	Percentage Assigned of
Facility Assigned	for all Lenders*	ns Assigned*	Commitment/Loans1
[Facility]	$	$		%

6. Effective Date: _____ _____, 20_____ [TO BE INSERTED BY THE ASSIGNOR]

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:
	Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:
	Title:

Acknowledged and Accepted:

BORROWER

[NAME OF THE BORROWER]

By:
	Title:

*	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Effective Date.
*	Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Effective Date.
1	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

(a)

Assignor.

The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Facility Agreement or any other Finance Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Finance Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other person obligated in respect of any Finance Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other person of any of their respective obligations under any Finance Document.

(b)

Assignee.

The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a lender under the Facility Agreement, (ii) it meets all requirements of a New Lender under the Facility Agreement (subject to receipt of such consents as may be required under the Facility Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Facility Agreement as a lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of the Assignor thereunder, and (iv) it has received a copy of the Facility Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.3.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Assignor; and (b) agrees that (i) it will, independently and without reliance on the Assignor, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Finance Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Finance Documents are required to be performed by it as a lender.

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2.	Payments.
	From and after the Effective Date, the Borrower shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.
3.	General Provisions.
	This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

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SCHEDULE 4.
FORM OF COMPLIANCE CERTIFICATE

[BORROWER’S LETTERHEAD]

[insert date]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague, The Netherlands

Attention	:	Financial Institutions, Latin America & Caribbean Department
Re	:	Compliance Certificate

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

2. We hereby confirm that no Default has occurred and is continuing. In particular, we hereby certify that the Borrower is in compliance with Section 6.1.1 (Financial Covenants) as follows:

Ratio	FMO Requirement	Borrower’s Actual
Capital Adequacy Ratio	> 11%
Cost to Income Ratio	< 85%
Open Loan Exposure Ratio	< 25%
Unhedged Open Currency Position (short)	≤ 25% of Total Capital
Unhedged Open Currency Position (long)	≤ 100% of Total Capital
Economic Group Exposure Ratio	≤ 15% ≤ 25% for preferred guarantees
Interest Rate Risk Ratio	≥ -10% and < 10%

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Yours faithfully,

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:		By:
	Name:		Name:
	Title*:		Title*:

[insert applicable certification language]

[NAME OF THE AUDITORS]

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Auditors.
*	To be signed by an Authorized Representative of the Auditors.

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SCHEDULE 5.
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

[BORROWER’S LETTERHEAD]

[insert date]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague, The Netherlands

Attention	:	Financial Institutions, Latin America & Caribbean Department
Re	:	Certificate of Incumbency and Authority

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

2. I, the undersigned, [insert title] of the Borrower, duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the persons each of whom are, and will continue to be, authorized:

(a) to sign, on the Borrower’s behalf, any Utilization Request and Utilization Receipt;

(b) to sign, on the Borrower’s behalf, all certifications and notices provided for in the Agreement; and

(c) to take any other action required or permitted to be taken, done, signed or executed, on the Borrower’s behalf, under the Finance Documents to which the Borrower and FMO are parties.

Name Office Specimen Signature

3. FMO may assume that any such person continues to be so authorized until FMO receives authorized notice from the Borrower that they, or any one of them, are no longer authorized and certifying which person will be authorized to take the foregoing action on behalf of the Borrower.

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Yours faithfully,

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Borrower.

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SCHEDULE 6.
FORM OF AUDITORS’ LETTER

[BORROWER’S LETTERHEAD]

[insert date]

[name of Auditors]
[address of Auditors]

Attention	:
Re	:	Auditors’ Letter

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

2. We hereby authorize and request you to give to FMO all such information as FMO may reasonably request regarding the accounts and operations of the Borrower; provided that you shall on or before the date of any communication with FMO notify us and, in the case of written communications, provide us with copies of all written communications. We have agreed to supply that information and those statements under the terms of the Agreement, a copy of which is hereby enclosed for your information and reference.

3. We authorize and request you to send a copy of the audited financial statements of the Borrower and any other required documentation to FMO to enable us to satisfy, in form and substance, our obligations under Section 6.3.1 (Financial Statements) of the Agreement. When submitting the same to FMO, please also send, at the same time, a copy of your full report on such financial statements.

4. Please note that under Section 6.3 (Informational Covenants) of the Agreement, we are obliged to provide FMO with other communications, certifications and documents, and we hereby authorize and request you to submit each such communication, certification or document to FMO, as therein required.

5. For our records, please ensure that you send to us a copy of every letter that you receive from FMO immediately upon receipt and a copy of each reply made by you immediately upon the issue of that reply.

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Yours faithfully,

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Borrower.

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SCHEDULE 7.
FORM OF PROCESS AGENT LETTER

[PROCESS AGENT’S LETTERHEAD]

[insert date]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague, The Netherlands

Attention	:	Financial Institutions, Latin America & Caribbean Department
Re	:	Process Agent Letter

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (as amended and in effect from time to time, the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

2. Pursuant to Section 8.13 (Court Jurisdiction) of the Agreement, the Borrower has irrevocably designated and appointed the undersigned, [CT Corporation System], with offices currently located at [111 Eighth Avenue, New York, New York 10011], as its authorized agent to receive for and on its behalf service of process in any legal action or proceeding with respect to the Agreement in the courts of the State of New York or the courts of the United States of America for the Southern District of New York.

3. The undersigned hereby informs you that it has irrevocably accepted that appointment as process agent from [insert date] until [_____],² and agrees with you that the undersigned shall:

(a)	inform FMO promptly in writing of any change of its address in New York;
(b)	perform its obligations as such process agent in accordance with the relevant provisions of the Agreement; and

(c) forward promptly to the Borrower any legal process received by the undersigned in its capacity as process agent.

4. As process agent, the undersigned and its successor or successors agree to discharge the above-mentioned obligations and will not refuse fulfillment of such obligations.

² Appointment should be valid through date 1 year following Termination Date.

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Yours faithfully,

[CT CORPORATION]

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Process Agent.
*	To be signed by an Authorized Representative of the Process Agent.

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SCHEDULE 8.

FORM OF NOTE

PART I — FORM OF ACKNOWLEDGEMENT OF DEBT (‘RECONOCIMIENTO DE DEUDA’)

RECONOCIMIENTO DE DEUDA

Por el presente BANCO DE GALICIA Y BUENOS AIRES S.A. (la “Deudora”) RECONOCE INCONDICIONAL E IRREVOCABLEMENTE ADEUDAR a NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V., una sociedad debidamente constituida bajo las leyes de los Países Bajos (el “Acreedor”), el monto de US$ [•] (Dólares Estadounidenses [•]) (el “Capital”), más intereses, en virtud de haber recibido la Deudora el Capital de parte del Acreedor en virtud del contrato de préstamo identificado como “Term Facility Agreement” suscripto por la Deudora y el Acreedor con fecha [•] de [•] de 201[•] (dicho contrato, junto con sus modificaciones, el “Contrato de Préstamo”), de conformidad con los términos que se indican a continuación:

1. La Deudora pagará al Acreedor el Capital, junto a los Intereses que a continuación se refieren, A SIMPLE DEMANDA en la fecha en que el Acreedor así se lo solicite. La Deudora renuncia irrevocablemente, en relación con el cobro de la deuda instrumentada en este Reconocimiento de Deuda, a notificación de cualquier índole (ya sea anterior o simultánea a la exigencia del pago) y a la formalización de protesto, o instrumentación similar, por falta de pago.

2 El Capital devengará intereses compensatorios (los “Intereses Compensatorios”), desde la fecha de suscripción del presente Reconocimiento de Deuda y hasta la fecha de su íntegro y efectivo pago, a una tasa de interés anual equivalente a Tasa LIBO con más el Margen (según ambos términos son definidos en el punto 13.1 siguiente). La tasa de interés aplicable, será redondeada hacia arriba hasta los dos decimales más próximos.

3. Si la Deudora no pagara las sumas de Capital y/o Intereses Compensatorios previstas de acuerdo al presente Reconocimiento de Deuda en forma íntegra y efectiva a la fecha de solicitud de pago por parte del Acreedor, se aplicará respecto de los montos debidos e impagos, desde la fecha en que dicho pago debiera de haber sido realizado y hasta la fecha de su íntegro y efectivo pago, un interés punitorio, adicional a los Intereses Compensatorios, equivalente a una tasa nominal anual del dos por ciento (2%) (los “Intereses Punitorios”).

4. La Deudora renuncia en forma incondicional e irrevocable a invocar cualquier defensa de imposibilidad de pago (incluyendo, sin limitación, las defensas disponibles bajo el artículo 1198 del Código Civil) o cualquier defensa de imposibilidad de pago en Dólares Estadounidenses.

5. La firma del presente Reconocimiento de Deuda no importa quita, espera, novación o modificación alguna ni cualquier otra situación que permita presumir por parte del Acreedor, renuncia o menoscabo, total o parcial, de sus derechos y cualquier otro derecho que surja del Contrato de Préstamo o de cualquier otro documento relacionado directa o indirectamente con el mismo (incluyendo, pero no limitado a, otro reconocimiento de deuda o pagaré).

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6. El pago bajo este Reconocimiento de Deuda será efectuado por la Deudora al Acreedor, mediante transferencia a la cuenta bancaria número 456.060.893.941 de titularidad del Acreedor, abierta en ABN AMRO Bank N.V., sucursal Nueva York, en su domicilio en la ciudad de Nueva York, NY 10017, Estados Unidos de América, que al día de la fecha se encuentra en [•] (S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026 009 580, indicando el número de referencia [•] (Banco de Galicia y Buenos Aires S.A. — Argentina)), a más tardar a las 11:00 a.m., hora de la ciudad de Nueva York, del la fecha en la cual el Acreedor solicite a la Deudora el pago de las sumas adeudadas conforme este Reconocimiento de Deuda; o la cuenta que en el futuro el Acreedor indique a la Deudora por escrito.

7. La falta de pago frente a la solicitud del Acreedor de cualquier suma que deba ser abonada por la Deudora bajo el presente, colocará a la Deudora automáticamente en mora, dando derecho al Acreedor sin necesidad de interpelación judicial o extrajudicial alguna, a considerar el plazo para el pago del Capital como vencido, provocando la aceleración de todos los plazos con los cuales la Deudora podría considerarse con derecho y haciéndose exigible el total del Capital con más los Intereses que correspondan hasta la fecha de la cancelación íntegra y definitiva.

8. Todos los montos adeudados en virtud de este Reconocimiento de Deuda serán pagados libres de, y sin deducciones por, impuestos, tasas, gastos, derechos, y/o retenciones, presentes o futuros, de cualquier naturaleza o tipo, sean éstos de jurisdicción nacional o provincial de la República Argentina o de otro país extranjero, o impuestos cobrados por cualquier autoridad impositiva de la República Argentina o de otro país extranjero. En caso de ser aplicable algún impuesto, tasa, cargo, gasto, derecho y/o retención de la índole mencionada, éste será pagado y soportado exclusivamente por la Deudora.

9. A todos los efectos de este Reconocimiento de Deuda, la Deudora constituye domicilio en [•], Ciudad de Buenos Aires, Argentina.

10. Se reconoce irrevocablemente que este Reconocimiento de Deuda confiere al Acreedor la acción procesal ejecutiva en los términos y con el alcance de los artículos 520, 523 y concordantes del Código Procesal Civil y Comercial de la Nación, contra la Deudora.

11. La ley aplicable al presente documento será la de la República Argentina. A todos los efectos legales derivados del mismo, la Deudora se somete irrevocable, firme e incondicionalmente a la jurisdicción y competencia no exclusiva de los tribunales comerciales con asiento en la Ciudad de Buenos Aires, Argentina, o de cualquier tribunal federal o estatal que se encuentre en el Municipio de Manhattan, ciudad de Nueva York, Estados Unidos de América, que el Acreedor pudiese escoger, renunciando a cualquier otro fuero o jurisdicción que le pudiera corresponder.

12. Todas las notificaciones que se deban cursar a la Deudora, sean judiciales o extrajudiciales, serán remitidas al domicilio constituido por ésta en el presente, sin poder modificarlo fuera de la circunscripción de la Ciudad de Buenos Aires, destacándose que cualquier cambio de domicilio deberá ser notificado al Acreedor en forma fehaciente y en tiempo oportuno, bajo apercibimiento de tener a la correspondiente parte por notificada en el aquí constituido.

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13.1. Los términos que en este Reconocimiento de Deuda comienzan con letra mayúscula y no empiecen oración, tendrán el significado que a continuación, o en el resto del documento, se les asigna:

“Bancos de Referencia” significa tres bancos comerciales líderes con actividad en el mercado interbancario de Londres seleccionados por el Acreedor.

“Día de Cotización” significa, en relación a cualquier período en referencia al cual se deba calcular una tasa de interés, dos (2) Días Hábiles previos al primer día de ese período de interés, a menos que la práctica sea diferente en el mercado interbancario de Londres, en cuyo caso el Día de Cotización será determinado por el Acreedor de acuerdo a las prácticas del mercado interbancario de Londres (y, si normalmente se diesen cotizaciones de bancos líderes en el mercado interbancario de Londres en más de un día, el Día de Cotización será el último de esos días).

“Día Hábil”, es un día, distinto a sábado y domingo, en el cual los bancos se encuentran abiertos al público en New York, Estados Unidos de América, y Londres, Inglaterra.

“Dólares Estadounidenses” o “US$”, es la moneda de curso legal de los Estados Unidos de América.

“Intereses”, son conjuntamente los Intereses Compensatorios y los Intereses Punitorios.

“Margen”, es una tasa del 4,95% anual.

“Reconocimiento de Deuda”, es el presente documento mediante el cual Banco de Galicia y Buenos Aires S.A. reconoce tener una deuda con Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V., en los términos aquí establecidos.

“Tasa LIBO”, significará:

(i) la Tasa de Referencia; o

(ii) (Si la Tasa de Referencia no está disponible para el período correspondiente) la Tasa LIBO será el promedio aritmético de las tasas (redondeado hacia arriba al tercer punto decimal más próximo) informadas al Acreedor a su requerimiento y cotizadas por los Bancos de Referencia, a bancos líderes en el mercado interbancario de Londres; y si alguno de ellos no informase la correspondiente cotización a las 11:00 a.m. del Día de la Cotización, la Tasa LIBO será calculada exclusivamente por el Acreedor en base al resto de las cotizaciones informadas por los otros Bancos de Referencia;

disponible a las 11:00 am, hora de la ciudad de Londres, Inglaterra, del Día de Cotización, para la oferta de depósitos en Dólares para un período comparable al período de interés en cuestión.

“Tasa de Referencia” significa, con relación a la Tasa LIBO, la Tasa de Liquidación de la Asociación de Banqueros Británicos (“ABB”) (British Bankers Association for U.S. Dollar LIBOR) correspondiente en Dólares Estadounidenses para el período correspondiente, que aparece en la correspondiente página Reuters. Si dicha página es reemplazada o el servicio deja de estar disponible, el Acreedor podrá seleccionar otra página o servicio que publique la tasa correspondiente.

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13.2. Los términos definidos se utilizan indistintamente tanto en singular como en plural.

14. El presente reconocimiento de deuda por parte de la Deudora se formula de modo irrevocable e incondicional y se considera aceptado por el Acreedor.

15. El presente título es suscripto por la Deudora ante un escribano público debidamente matriculado, el cual (i) certifica la identidad del firmante, como así también su personería y sus facultades para otorgar el presente, y (ii) registra dichas certificaciones en su protocolo notarial, a los efectos de dotar al presente del carácter de título ejecutivo en los términos del artículo 523, inciso 2do. del Código Procesal Civil y Comercial de la Nación.

Ciudad de Buenos Aires, República Argentina, [•] de [•] de 201[•].
Firmado por y en representación de BANCO DE GALICIA Y BUENOS AIRES S.A.

                                         ³
Nombre:
Cargo:

[Free English Translation of the Above Form of Acknowledgment of Debt — For Reference Purposes]

ACKNOWLEDGMENT OF DEBT (‘RECONOCIMIENTO DE DEUDA’)

BANCO DE GALICIA Y BUENOS AIRES S.A. (the “Debtor”) HEREBY UNCONDITIONALLY AND IRREVOCABLY ACKNOWLEDGES CERTAIN INDEBTEDNESS owing to NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V., a corporation duly organized and existing under the laws of the Netherlands (the “Creditor”), an amount of US$ [•] (Dollars [•]) (the “Principal Amount”), plus interest, by virtue of having received the Principal Amount from the Creditor under a loan agreement, executed by and between Debtor and Creditor on [•], 201[•] (said agreement, together with its amendments, the “Term Facility Agreement”), in accordance with the following terms:

1. Debtor shall pay Creditor the Principal Amount, together with the Interests referred below, ON DEMAND, on the date the Creditor requests. Debtor hereby irrevocably waives, in connection with the collection or enforcement of the debt under this Acknowledgement of Debt, any kind of notice (prior or simultaneous to payment demand) and any protest, or any similar act, for default in payment.

³ Firma, personería y facultades certificadas por escribano público

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2 The Principal Amount shall accrue regular interest (“Regular Interest”) from the execution date of this Acknowledgment of Debt and up to the date of its actual payment in full, at a rate per annum equal to LIBOR plus Margin (as both terms are defined in 13.1 below). The applicable interest rate will be rounded upwards to the nearest two decimal points.

3 If Debtor fails to pay the Principal Amount and/or Regular Interest provided in this Acknowledgment of Debt in full on the date of Creditor’s demand, any amount remaining due and unpaid shall accrue default interest, in addition to Regular Interest, from the due date of payment to the date of its actual payment in full, at an interest rate equal to two percent (2%) p.a. (“Default Interest”).

4. The Debtor hereby unconditionally and irrevocably waives any right to claim any impossibility of payment as a defence (including without limitation, the defences available under Section 1198 of the Civil Code) or any impossibility of payment in Dollars.

5. Execution of this Acknowledgment of Debt shall not entail a debt reduction, extension of the terms for payment, novation or other amendment, and shall not be construed as a total or partial waiver or impairment of the rights of Creditor or any other right under the Term Facility Agreement or under any other document directly or indirectly related thereto (including without limitation, another acknowledgment of debt or promissory note).

6. Payment under this Acknowledgment of Debt shall be made by the Debtor to the Creditor, by wire transfer to Creditor’s bank account number 456.060.893.941 with ABN AMRO Bank N.V., New York Branch, United States of America, at its address in New York City, NY 10017, United States of America, which as of the date hereof is [•] (S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026 009 580, indicating reference number [•] (Banco de Galicia y Buenos Aires S.A. — Argentina)), not later than 11:00 a.m., New York City time, on the date Creditor demands Debtor payment of amounts due under this Acknowledgment of Debt; or at any other account that the Creditor may designate in the future by written notice to Debtor.

7. In the event of failure by the Debtor to pay any amount hereunder on Creditor’s demand, the Debtor shall be automatically in default, whereupon the Creditor — without any judicial or extrajudicial notice — shall be entitled to regard the full Principal Amount as due and payable, as a result of which all terms that Debtor may consider to be entitled to shall be accelerated and the Principal Amount shall be due and payable in full, as well as Interest accrued thereon until the date of full and final payment.

8. Any and all amounts owing under this Acknowledgment of Debt shall be paid free and clear of, and without any deduction by reason of, any present or future taxes, charges, expenses, duties and/or withholdings of any nature or kind, assessed in the federal or provincial jurisdictions of Argentina or elsewhere, and taxes assessed by any tax authority in Argentina or elsewhere. In the event that any such tax, charge, expense, duty and/or withholding is applicable, it shall be paid and borne solely by the Debtor.

9. For all purposes arising from this Acknowledgment of Debt, the Debtor establishes an address for notices at [•], City of Buenos Aires, Argentina.

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10. The Debtor hereby irrevocably acknowledges that this Acknowledgment of Debt confers the Creditor the right to file expedited proceedings (“juicio ejecutivo”) in the terms and within the scope of Sections 520, 523 and related provisions of the Argentine Code of Civil and Commercial Procedure, against the Debtor.

11. This instrument shall be governed by and construed in accordance with the laws of Argentina. For all legal purposes arising herefrom, the Debtor irrevocably and unconditionally agrees to submit to the non-exclusive jurisdiction of commercial courts located in the City of Buenos Aires, Argentina, or any federal or state court with a seat in the Borough of Manhattan, New York City, United States, as selected by Creditor; the Debtor hereby waives the right to any other applicable venue or jurisdiction.

12. Any and all notices to the Debtor hereunder, whether judicial or extrajudicial, shall be sent to the addresses for notices designated by it herein, which shall not be changed to another address outside the City of Buenos Aires. Any change of address shall be notified to the Creditor in writing in a timely fashion; otherwise, the relevant party shall be deemed to be notified at the address for notices designated herein.

13.1. Capitalized terms used in this Acknowledgment of Debt (except at the beginning of a sentence) shall have the meanings established below:

“Acknowledgment of Debt” means this document whereby Banco de Galicia y Buenos Aires S.A. acknowledges its indebtedness owing to Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V., in the terms established herein.

“Business Day” means any day, other than a Saturday or Sunday, when banks are open in New York, United States of America and London, England.

“Dollars” or “US$” means the lawful currency of the United States.

“Interest” means Regular Interest and Default Interest.

“LIBOR” means, in relation to any Interest Period:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the relevant period) LIBOR shall mean the arithmetic mean of the rates (rounded upwards to the nearest three decimal points) as supplied to Creditor at its request quoted by the Reference Banks, to leading banks in the London interbank market; and, if any of such banks would not supply the relevant quotation by 11:00 a.m. on the Quotation Day, LIBOR shall be solely calculated by Creditor based upon quotations supplied by the other Reference Banks;

as at 11:00 am, London city time, on the Quotation Day, for the offering of deposits in Dollars for a period comparable to the relevant interest period.

“Margin” means 4.95% per annum.

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period unless market practice differs in London interbank market, in which case the Quotation Day will be determined by Creditor in accordance with market practice in London interbank market (and if quotations would normally be given by leading banks in London interbank market on more than one day, the Quotation Day will be the last of those days).

“Reference Banks” means three leading commercial banks active in London interbank market selected by Creditor.

“Screen Rate” means in relation to LIBOR, the British Bankers Association (BBA) Interest Settlement Rate for Dollars for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, Creditor may specify another page or service displaying the appropriate.

13.2. Defined terms shall be used in both the singular and plural forms.

14. This acknowledgement of debt by the Debtor is irrevocable and unconditional and is deemed accepted by the Creditor.

15. This instrument is executed by the Debtor before a Notary Public duly qualified to act as such, who (i) certifies the identity of the signatories and their powers to sign this instrument, and (ii) will keep such certifications in the Notary’s records (“protocolo notarial”), so that this instrument is eligible for expedited proceedings in the terms of Section 523(2) of the Argentine Code of Civil and Commercial Procedure.

Done and signed in Buenos Aires, Argentina, on this [•], 201[•].

Signed for and on behalf of BANCO DE GALICIA Y BUENOS AIRES S.A.

                                          ⁴
Name:
Title:

⁴ Signature, legal capacity and authority to be certified by a notary public.

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PART II — FORM OF PROMISSORY NOTE (‘PAGARÉ’)

PAGARÉ

     US$ [•] Ciudad de Buenos Aires, Argentina, [•] de [•] de 20[•]

Por valor recibido, nosotros, BANCO DE GALICIA Y BUENOS AIRES S.A., una sociedad anónima debidamente constituida conforme a las leyes de la República Argentina (el “Prestatario”), por el presente incondicionalmente prometemos pagar, y pagaremos, a la vista, a la orden de Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (el “Prestamista”), una sociedad debidamente constituida conforme a las leyes de los Países Bajos, la suma de capital [•] de Dólares de los Estados Unidos de América (US$ [•]), con más los intereses compensatorios devengados por dicho capital desde la fecha del presente hasta la presentación y efectivo pago de este Pagaré a la tasa de interés del [•]⁵ por ciento ([•]%) anual, pago que efectuaremos en moneda de curso legal y forzoso de los Estados Unidos de América, en fondos inmediatamente disponibles por el Prestamista, mediante la acreditación en la cuenta número 456.060.893.941 abierta a nombre del Prestamista en ABN AMRO Bank N.V., sucursal Nueva York, cuyo domicilio al día de la fecha se encuentra en [•], New York, NY 10017, Estados Unidos de América (S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026 009 580, indicando el número de referencia [•] (Banco de Galicia y Buenos Aires S.A. — Argentina)), a más tardar a las 11:00 a.m., hora de la ciudad de Nueva York, en la fecha en que este Pagaré sea presentado para su pago. El Prestamista podrá designar una nueva cuenta por escrito.

En caso de falta de pago del capital y/o de los intereses a la presentación del presente Pagaré, se devengarán sobre tales montos impagos, y hasta su efectiva cancelación, en forma adicional a los intereses compensatorios, intereses punitorios a una tasa del dos por ciento (2%) anual.

Todos los montos adeudados en virtud de este Pagaré serán pagados libres de, y sin deducciones por, impuestos, tasas, gastos, derechos, y/o retenciones, presentes o futuros, de cualquier naturaleza o tipo, sean éstos de jurisdicción nacional o provincial de la Argentina o de otro país extranjero, o impuestos cobrados por cualquier autoridad impositiva de la Argentina o de otro país extranjero. En caso de ser aplicable algún impuesto, tasa, cargo, gasto, derecho y/o retención de la índole mencionada, éste será pagado y soportado exclusivamente por el Prestatario.

Por el presente, el Prestatario renuncia irrevocablemente a los derechos de presentación, demanda, protesto, falta de pago o aceptación, y notificación de cualquier índole que se relacione con el presente Pagaré, y a invocar cualquier defensa de imposibilidad de pago (incluyendo, sin limitación, las defensas disponibles bajo el artículo 1198 del Código Civil) o cualquier defensa de imposibilidad de pago en Dólares de los Estados Unidos de América. El Prestatario acuerda en forma irrevocable que este Pagaré podrá ser presentado para el cobro por el Prestamista dentro del plazo de 10 (diez) años contados a partir de la fecha de su libramiento.

⁵ Completar, a satisfacción de FMO, con la tasa de interés que sea aplicable a la fecha de emisión del Pagaré de acuerdo al art. 3.3.8 (‘Fixed Interest Rate Option’) del Term Facility Agreement.

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Por el presente, el Prestatario constituye domicilio, a todos los efectos de este Pagaré, en [•], Ciudad de Buenos Aires, Argentina, y se somete irrevocablemente a la jurisdicción no exclusiva de los tribunales comerciales con asiento en la Ciudad de Buenos Aires, Argentina, o de cualquier tribunal federal o estatal que se encuentre en el Municipio de Manhattan, ciudad de Nueva York, Estados Unidos de América, que el Prestamista pudiese escoger, para todos los efectos relacionados con el presente Pagaré. El presente Pagaré se regirá e interpretará de acuerdo con las leyes de la República Argentina.

Firmado por y en representación de Banco de Galicia y Buenos Aires S.A.

                                          ⁶
Nombre: [•]
Cargo: [•]

[Free English Translation of the Above Form of Promissory Note — For Reference Purposes]

PROMISSORY NOTE (‘PAGARÉ’)

     U.S. Dollars [•] City of Buenos Aires, Argentina, [•] [•], 20[•]

FOR VALUE RECEIVED, we, BANCO DE GALICIA Y BUENOS AIRES S.A., a sociedad anónima duly organized under the laws of Argentina (the “Borrower”) unconditionally promise to pay, and will pay, ON DEMAND, to the order of Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden N.V. (the “Lender”), a company duly organized under the laws of The Netherlands, the principal sum of [•] United States Dollars (U.S. Dollars [•]), together with regular interest accrued on such principle sum from the date hereof to the date of such demand and full payment at a fixed rate per annum equal to [•]⁷ percent ([•] %) in lawful money of the United States of America in immediately available funds by credit to the account number 456.060.893.941 opened in the name of Lender at ABN AMRO BANK N.V., New York branch, located on the date hereof at [•], New York, NY 10017, United States of America (S.W.I.F.T. BIC: ABNAUS33, A.B.A. number/Fedwire Route Code: 026 009 580, indicating reference number [•] (Banco de Galicia y Buenos Aires S.A. — Argentina)), not later than 11:00 a.m. New York City time on the date this Promissory Note is presented for payment. The Lender may designate a new account in writing.

If the Borrower fails to pay the principal and/or interest upon presentation of this Promissory Note for payment, default interest shall accrue on such due amounts up to the date of actual payment, in addition to regular interest, at a rate of two percent (2%) per annum.

Any and all amounts owing under this Promissory Note shall be paid free and clear of, and without any deduction by reason of, any present or future taxes, charges, expenses, duties and/or withholdings of any nature or kind, assessed in the federal or provincial jurisdictions of Argentina or elsewhere, and taxes assessed by any tax authority in Argentina or elsewhere. In the event that any such tax, charge, expense, duty and/or withholding is applicable, it shall be paid and borne solely by the Borrower.

6	Firma, personería y facultades certificadas por escribano público
7	To be completed, to FMO’s satisfaction, with the interest rate applicable on the date of execution of the Promissory Note according to Section 3.3.8 (‘Fixed Interest Rate Option’) of the Term Facility Agreement.

102

The Borrower hereby irrevocably waives presentment, demand, protest, dishonor and notice of any kind in connection with this Promissory Note, and waives any right to claim any impossibility of payment as a defense (including without limitation, the defenses available under Section 1198 of the Civil Code) or any impossibility of payment in Dollars of the United States of America. The Borrower hereby irrevocably agrees that this Promissory Note may be presented by the Lender at any time within the term of ten (10) years from the date of its execution.

The Borrower hereby establishes an address, for all the purposes of this Promissory Note, in [•], City of Buenos Aires, Argentina, and irrevocably submits to the non-exclusive jurisdiction of commercial courts located in the City of Buenos Aires, Argentina, or any Federal or State court located in the Borough of Manhattan, City of New York, United States of America, as the Lender may elect, for all purposes in connection with this Promissory Note. This Promissory Note shall be governed by and construed in accordance with the laws of the Republic of Argentina.

Signed for and on behalf of Banco de Galicia y Buenos Aires S.A.

                                          ⁸
Name: [•]
Title: [•]

⁸ Signature, legal capacity and authority to be certified by a notary public.

103

SCHEDULE 9.
EXCLUDED ACTIVITIES

The Borrower shall not finance any activity involving:

1. Production or activities involving forced labour⁹ or child labour¹⁰.

2.	Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements.
3.	Production or trade in11:

a.	weapons and munitions;
b.	tobacco; and
c.	hard liquor.

4.	Gambling, casinos and equivalent enterprises12.
5.	Any business relating to pornography or prostitution.
6.	Trade in wildlife or wildlife products regulated under CITES13.

7. Production or use of or trade in hazardous materials such as radioactive materials¹⁴, unbounded asbestos fibres and products containing PCBs¹⁵.

8.	Cross-border trade in waste and waste products unless compliant to the Basel Convention and the underlying regulations.
9.	Drift net fishing in the marine environment using nets in excess of 2.5 km in length.

10. Production, use of or trade in pharmaceuticals, pesticides/herbicides, chemicals, ozone depleting substances¹⁶ and other hazardous substances subject to international phase-outs or bans.

9	Forced labour means all work or service, not voluntarily performed, that is extracted from an individual under threat of force or penalty as defined by ILO conventions.
10	Employees may only be taken if they are at least 14 years old, as defined in the ILO Fundamental Human Rights Conventions (Minimum Age Convention C138, Art. 2), unless local legislation specifies compulsory school attendance or the minimum age for working. In such cases the higher age shall apply.
11	This applies when these activities are a substantial part of a project sponsor’s primary operations.
12	This applies when these activities are a substantial part of a project sponsor’s primary operations.
13	CITES: Convention on International Trade in Endangered Species or Wild Fauna and Flora.
14	This does not apply to the purchase of medical equipment, quality control (measurement) equipment and any other equipment where EFP considers the radioactive source to be trivial and/or adequately shielded. Additionally, FMO will finance the mining and enrichment of uranium ores for nuclear energy and other non-military use, but will not finance the production of high enrichment (weapons grade) uranium in countries that have signed and ratified and are honouring the Treaty on the Non-Proliferation of Nuclear Weapons.
15	PCBs: Polychlorinated biphenyls, a group of highly toxic chemicals. PCBs are likely to be found in oil-filled electrical transformers, capacitors and switchgear dating from 1950-1985.

104

11.	Significant17 conversion or degradation of Critical Habitat18.
12.	Production and distribution of racist and anti-democratic media.
13.	Significant alteration, damage, or removal of any critical cultural heritage19.
14.	Relocation of Indigenous Peoples20 from traditional or customary lands.

16	Ozone Depleting Substances: Chemical compounds, which react with and delete stratospheric ozone, resulting in “holes in the ozone layer”. The Montreal Protocol lists ODs and their target reduction and phase-out dates.
17	Significant conversion or degradation means the (1) elimination or severe diminution of the integrity of a habitat caused by a major, long-term change in land or water use; or (2) modification of a habitat that substantially reduces the habitat’s ability to maintain viable population of its native species.
18	Critical habitat is a subset of both natural and modified habitat that deserves particular attention. Critical habitat includes areas with high biodiversity value that meet the criteria of the World Conservation Union (IUCN) classification, including habitat required for the survival of critically endangered or endangered species as defined by the IUCN Red List of Threatened Species or as defined in any national legislation; areas having special significance for endemic or restricted-range species; sites that are critical for the survival of migratory species; areas supporting globally significant concentrations or numbers of individuals of congregatory species; areas with unique assemblages of species or which are associated with key evolutionary processes or provide key ecosystem services; and areas having biodiversity of significant social, economic or cultural importance to local communities. Primary Forest or forests of High Conservation Value shall be considered Critical Habitats.
19	Critical cultural heritage consists of (i) the internationally recognized heritage of communities who use, or have used within living memory the cultural heritage for long-standing cultural purposes; and (ii) legally protected cultural heritage areas, including those proposed by host governments for such designation.
20	The term “Indigenous Peoples” is used in a generic sense to refer to a distinct social and cultural group possessing the following characteristics in varying degrees:

(i)	self-identification as members of a distinct indigenous cultural group and recognition of this identity by others;
(ii)	collective attachment to geographically distinct habitats or ancestral territories in the project area and to the natural resources in these habitats and territories;
(iii)	customary cultural, economic, social, or political institutions that are separate from those of the dominant society or culture; and
(iv)	an indigenous language, often different from the official language of the country or region.

105

SCHEDULE 10.
FORM OF ELIGIBLE SUB-LOAN REPORT

[BORROWER’S LETTERHEAD]

[insert date]

Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
Anna van Saksenlaan 71
2593 HW The Hague, The Netherlands

Attention	:	Financial Institutions, Latin America & Caribbean Department
Re	:	Eligible Sub-loan Report

Dear Sirs:

1. Reference is made to the Term Facility Agreement dated as of December 17, 2010 (the “Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. (“FMO”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

Outstanding

Outstanding

Initial

Principal

Principal

Eligible

Amount prior

Scheduled

Scheduled

Amount as of

Description

Sub-loan

to Payment

Principal

Principal

Principal

Payment

Interest

Interest

Interest

BCRA

of Use of

Collateral

Amount

Date

Due

Paid

Prepayment

Date

Due

Paid

Rate*

Maturity

Industry

Rating

Assets**

Sales**

Proceeds

***

Sub-borrower/ borrower of pledged loan 1

Sub-borrower/ borrower of pledged loan 2

106

Outstanding

Outstanding

Initial

Principal

Principal

Eligible

Amount prior

Scheduled

Scheduled

Amount as of

Description

Sub-loan

to Payment

Principal

Principal

Principal

Payment

Interest

Interest

Interest

BCRA

of Use of

Collateral

Amount

Date

Due

Paid

Prepayment

Date

Due

Paid

Rate*

Maturity

Industry

Rating

Assets**

Sales**

Proceeds

***

Sub-borrower/ borrower of pledged loan 3

Sub-borrower/ borrower of pledged loan 4

*	Specify if fixed or floating
**	USD equivalent as of latest date available (within 3 months prior to disbursement request date)
***	Detailed description of the collateral, including latest valuation, latest valuation date, and valuation method used.

Yours faithfully,

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:		By:
	Name:		Name:
	Title*:		Title*:

*	To be signed by an Authorized Representative of the Borrower.
*	To be signed by an Authorized Representative of the Borrower.

107

SCHEDULE 11
METHODOLOGY FOR CALCULATION OF CAPITAL ADEQUACY RATIO

PART 1: CALCULATION OF RISK-BASED ASSETS

	Book Value	Credit Risk
	of On-	Equivalent of					Risk
	Balance	Off-Balance		Risk			Weighted
	Sheet Items	Sheet Items	Total	Weight			Value
I. Asset Class	(A)	(B)	(A)+(B)=(C)	(D)			(C)x(D)=(E)
(a) Cash					0	%
(b) Claims on central governments and central banks denominated in national currency and funded in that currency.					0	%
(c) Other claims on Organization for Economic Cooperation and Development (OECD) central governments and central banks.					0	%
(d) Claims collateralized by cash of OECD central government securities or guaranteed by OECD central government.					0	%
(e) Claims on domestic public-sector entities, excluding central government, and loans guaranteed by such entities.					50	%
(f) Claims on multilateral development banks (e.g. IBRD, IDB, etc.) and claims guaranteed by, or collateralized by securities issued by such banks.					20	%
(g) Claims on banks incorporated in OECD and loans guaranteed by OECD Incorporated banks.					20	%
(h) Claims on banks incorporated in countries outside the OECD with a residual maturity of up to one year and loans with a residual maturity of up to one year guaranteed by banks incorporated in countries outside the OECD.					20	%
(i) Claims on non-domestic OECD public-sector entities, excluding central government, and loans guaranteed by such entities.					20	%
(j) Cash items in process of collection.					0	%
(k) Loans fully secured by mortgage on residential property that is or will be occupied by the borrower or that is rented.					50	%

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	Book Value	Equivalent of					Risk
	of Balance	Off-Balance		Risk			Weighted
	Sheet Items	Sheet Items	Total	Weight			Value
I. Asset Class	(A)	(B)	(A)+(B)=(C)	(D)			(C)x(D)=(E)
(l) Claims on private sector.					100	%
(m) Claims on banks incorporated outside the OECD with a residual maturity of over one year.					100	%
(n) Claims on central governments outside OECD (unless denominated in national currency — and funded in that currency - see above).					100	%
(o) Claims on commercial companies owned by the public sector.					100	%
(p) Premises, plant and equipment and other fixed assets.					100	%
(q) Real estate and other investments (including non-consolidated investment participations in other companies).					100	%
(r) Capital instruments issued by other banks (unless deducted from capital).					100	%
(s) Deferred tax assets					100	%
(t) All other assets (unless deducted from capital).					100	%
Deduct:
(u) Claims secured by shares of the Borrower, or used to purchase shares of the Borrower.
(v) Deferred tax assets in excess of 10% of Gross Tier 1 Capital (see Part 2)
(w) Risk Weighted Assets

109

PART 2: CREDIT CONVERSION FACTORS FOR OFF-BALANCE SHEET ITEMS

	Credit Conversion
Instruments	Factors
1. Direct substitutes, e.g. general guarantees of indebtedness (including standby letters of credit serving as financial guarantees for loans and securities) and acceptances (including endorsements with the character of acceptances).		100	%
2. Certain transaction-related contingent items (e.g. performances bonds, bid bonds, warranties and standby letters of credit related to particular transactions).		50	%
3. Short-term self-liquidating trade-related contingencies (such as documentary credits collateralized by the underlying shipments).		20	%
4. Sale and repurchase agreements and asset sales with recourse, where the credit risk remains with the Borrower.		100	%
5. Forward asset purchases, forward deposits and party-paid shares and securities, which represent commitments with certain drawdown.		100	%
6. Note issuance facilities and revolving underwriting facilities.		50	%
7. Other commitments (e.g. formal standby facilities and credit lines) with an original maturity over one year.		50	%
8. Similar commitments with an original maturity of up to one year, or which can be unconditionally canceled at any time.		0	%

110

EX-4.10

Exhibit 4.10

EXECUTION COPY

CONFIDENTIAL

Loan Number 2354A/OC-AR

LOAN AGREEMENT

Dated February 15, 2011

between

BANCO DE GALICIA Y BUENOS AIRES S.A.

and

INTER-AMERICAN DEVELOPMENT BANK

Loan Agreement

Banco de Galicia Senior Secured Loan Agreement
Execution Version

TABLE OF CONTENTS

	Page
Article I. Definitions; Interpretation		1
Section 1.1 General Definitions		1
Section 1.2 Financial Definitions		24
Section 1.3 Interpretation		27
Section 1.4 Business Day Adjustment		28
Section 1.5 Conflicts		28
Section 1.6 Financial Calculations		28
Article II. The Loan		28
Section 2.1 Description of the Loan		29
Section 2.2 Purpose of the Loan		29
Article III. Agreement for the Loan		29
Section 3.1 The Loan Amount		29
Section 3.2 Disbursement Procedure		29
Section 3.3 Repayment		30
Section 3.4 Notes		30
Section 3.5 IDB’s Determination Final		32
Section 3.6 Voluntary and Mandatory Prepayments		32
Section 3.7 Application of Prepayments; Prepayment Fee		34
Section 3.8 Charges and Fees		35
Section 3.9 Currency and Place of Payment		35
Section 3.10 Judgment Currency		35
Section 3.11 Allocation of Partial Payments		36
Section 3.12 Late Charges		36
Section 3.13 Taxes		37
Section 3.14 Costs, Expenses and Losses		37
Section 3.15 Suspension or Cancellation by IDB		38
Section 3.16 Cancellation by the Borrower		38
Section 3.17 Fixed Rate Prepayment Costs for Prepayment of the A Loan		39
Section 3.18 Terms and Conditions Applicable to Cancellation or Suspension		39
Section 3.19 Increased Costs		39
Section 3.20 Illegality		40
Section 3.21 Reimbursement of Expenses		40
Section 3.22 A Loan Interest		41
Section 3.23 B Loan Interest		42
Section 3.24 Change in Interest Period		43
Section 3.25 Market Disruption		43
Article IV. Representations and Warranties		44
Section 4.1 Representations		44
Section 4.2 Acknowledgment and Warranty		49
Section 4.3 Survival		49

Banco de Galicia Senior Secured Loan Agreement
Execution Version

i

	Page
Article V. Conditions Precedent to Disbursement		50
Section 5.1 Conditions Precedent to First Disbursement		50
Section 5.2 Conditions Precedent to all Disbursements		52
Section 5.3 Conditions for IDB Benefit		53
Article VI. Covenants		53
Section 6.1 Affirmative Covenants		53
Section 6.2 Negative Covenants		59
Section 6.3 Information		60
Article VII. Events of Default		65
Section 7.1 General Acceleration Provisions		65
Section 7.2 Events of Default		65
Section 7.3 Bankruptcy		69
Article VIII. Miscellaneous		70
Section 8.1 Notices		70
Section 8.2 English Language		70
Section 8.3 Indemnity		71
Section 8.4 Successors and Assigns		71
Section 8.5 Counterparts		72
Section 8.6 Confidential Information		72
Section 8.7 Amendment		72
Section 8.8 Savings of Rights; Remedies and Waivers		73
Section 8.9 Severability		73
Section 8.10 Applicable Law and Jurisdiction		73
Section 8.11 Term of Agreement		75
Section 8.12 Set-Off		75

Banco de Galicia Senior Secured Loan Agreement
Execution Version

ii

LIST OF EXHIBITS

Exhibit A	Form of Certificate of Incumbency and Authority
Exhibit B	Form of Disbursement Receipt
Exhibit C	Form of Disbursement Request
Exhibit D	Initial Minimum Eligibility Criteria for Green Loans
Exhibit E	Environmental and Social
Part A	List of Excluded Activities
Part B	Form of Environmental and Social Compliance Report
Part C	Form of Environmental, Social, Health and Safety Action Plan
Part D	Form of Borrower’s Certificate Regarding Environmental and Social Compliance
Exhibit F	Form of Fee Letter
Exhibit G	Member Countries of IDB
Exhibit H	Form of Prepayment Notice
Exhibit I-1	Form of A Loan Promissory Note (Pagaré)
Exhibit I-2	Form of B Loan Promissory Note (Pagaré)
Exhibit J	Form of Borrower’s Certificate Regarding Organizational Documents
Exhibit K	Form of Borrower’s Certificate Regarding Directors’ Resolutions
Exhibit L	Form of Auditor’s Accounting, Cost Control and Information Certificate
Exhibit M	Form of Service of Process Letter
Exhibit N	Form of Authorization of Auditors
Exhibit O	Form of Certificate of Auditors
Exhibit P	Information to be Included in Annual Review of Operations
Exhibit Q	Revised Green Loan Eligibility Criteria Completion Steps
Exhibit R	Pledged Green Loan Prepayment Event Report

Banco de Galicia Senior Secured Loan Agreement
Execution Version

iii

LIST OF SCHEDULES

Schedule 1	Escasany, Ayerza and Braun Family Members
Schedule 2	Form of Borrower’s Certificate for Collateral

Banco de Galicia Senior Secured Loan Agreement
Execution Version

iv

LOAN AGREEMENT

LOAN AGREEMENT, dated February 15, 2011, between:

(1) BANCO DE GALICIA Y BUENOS AIRES S.A., a sociedad anónima duly organized and validly existing under the laws of the Republic of Argentina (the Borrower); and

(2) INTER-AMERICAN DEVELOPMENT BANK, an international organization established by the Agreement Establishing the Inter-American Development Bank (or Agreement Establishing IDB) among its member countries (IDB).

WHEREAS:

A. The Borrower has requested that IDB make a loan to the Borrower for the purpose of funding Green Loans to Eligible Sub-Borrowers (each, as defined below) in the Republic of Argentina;

B. IDB is prepared to establish and make available to the Borrower a loan for such purposes, subject to the terms and conditions hereof.

NOW THEREFORE, the Borrower and IDB agree as follows:

Article I.
Definitions; Interpretation

Section 1.1 General Definitions. In this Agreement (including the foregoing preamble and the Exhibits to this Agreement) the following terms shall have the following meanings:

1.1.1 A Loan means the loan specified in Section 3.1.1.1 (The Loan Amount) or, as the context may require, the principal amount thereof from time to time outstanding.

1.1.2 A Loan Commitment means the sum of thirty million Dollars (US$30,000,000), as set forth in Section 3.1.1.1 (The Loan Amount).

1.1.3 A Loan Disbursement means any amount of the A Loan that is disbursed pursuant to 3.1.1.2 (Disbursement Procedure).

1.1.4 A Loan Fixed Interest Rate means the fixed rate of interest payable on the outstanding principal amount of the A Loan from time to time determined in accordance with Section 3.22.4 (A Loan Interest) and Section 3.24 (Change in Interest Period).

1.1.5 A Loan Interest Rate means the A Loan Fixed Interest Rate or the A Loan Variable Interest Rate.

1.1.6 A Loan Variable Interest Rate means the variable rate of interest payable on the outstanding principal amount of the A Loan from time to time determined in accordance with Section 3.22.2 (A Loan Interest) and Section 3.24 (Change in Interest Period).

1.1.7 A Loan Maturity Date has the meaning assigned to that term in Section 3.3 (Repayment).

Banco de Galicia Senior Secured Loan Agreement
Execution Version

1.1.8 A Loan Repayment Date has the meaning assigned to that term in Section 3.3 (Repayment) (with respect to the A Loan).

1.1.9 Acceptable Financial Institution means a commercial bank or insurance company organized under the laws of any member country of the European Union or the United States of America, or any State thereof, having total assets in excess of one billion Dollars ($1,000,000,000) and having an Acceptable Rating.

1.1.10 Acceptable Local Financial Institution means a commercial bank or insurance company organized under the laws of the Republic of Argentina, and having an S&P rating of at least AA-local.

1.1.11 Acceptable Rating means, with respect to a financial institution, an international credit rating from Standard & Poor’s Ratings Group (a division of McGraw Hill Companies) (S&P) of “A” or better, or from Moody’s Investor Services, Inc. (Moody’s) of A2 or better in respect of its long-term debt.

1.1.12 Accounting Principles means the generally accepted accounting regulations for financial institutions in the Borrower’s Country promulgated by the applicable supervisory authority, including any amendments thereto from time to time, together with its pronouncements thereon from time to time, and applied on a consistent basis.

1.1.13 Administration and Custody Agreement means that certain agreement entered into or to be entered into by and between the Borrower and IDB (and annexed to the Security Agreement) pursuant to the terms of which IDB shall appoint the Borrower as administrator and custodian of the Pledged Green Loans and instruct the Borrower to, inter alia, establish the Collection Accounts, all for the sole and exclusive benefit of IDB and pursuant to the Financing Documents.

1.1.14 Administration Fee has the meaning assigned to that term in Section 3.8.3 (Charges and Fees).

1.1.15 Affiliate means, with respect to any Person, any other Person (including directors and officers of such Person) directly or indirectly Controlling, Controlled by or under direct or indirect common Control with such Person and with respect to the Borrower, shall include any shareholder and affiliate thereof.

1.1.16 Affiliate Transaction has the meaning assigned to that term in Section 6.2.3 (Affiliate Transactions).

1.1.17 Affiliated Participant means any Participant that directly or indirectly controls, or is under common direct or indirect control with, or directly or indirectly is controlled by, the Borrower or any shareholder of the Borrower or any other Person holding any direct or indirect interest in the capital, assets or financial results of the Borrower (or any option or other right to acquire the same).

1.1.18 Agreement means this Loan Agreement, including all Schedules and Exhibits attached hereto.

Banco de Galicia Senior Secured Loan Agreement
Execution Version

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1.1.19 Alternate Base Rate means, for any Interest Period, an interest rate per annum equal to the weighted average cost of funds of IDB and the Participants as provided to the Paying Agent, determined on the Interest Rate Determination Date immediately preceding such Interest Period.

1.1.20 Applicable Law means, as to any Person, any common or customary law, constitutional law, any statute, regulation, resolution, rule, ordinance, circular, communiqué, enactment, judgment, order, code, decree, directive, requirement or other governmental restriction and any form or decision of or determination by or interpretation of any of the foregoing (whether or not having the force of law) by any Authority, now or hereafter in effect, in each case as amended, re-enacted or replaced, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject, including without limitation any laws or regulations related to environmental, social, occupational health and safety and labor aspects and standards applicable pursuant to international conventions and agreements duly ratified by the Borrower’s Country or otherwise.

1.1.21 Applicable LIBOR means the interest rate corresponding to:

(a) the prevailing one-month LIBOR if the period from and including the relevant Interest Rate Determination Date to but excluding the next Interest Rate Determination Date is between one (1) and forty-five (45) days;

(b) the prevailing two-month LIBOR if the period from and including the relevant Interest Rate Determination Date to but excluding the next Interest Rate Determination Date is between forty-six (46) and seventy-five (75) days;

(c) the prevailing three-month LIBOR if the period from and including the relevant Interest Rate Determination Date to but excluding the next Interest Rate Determination Date is between seventy-six (76) and one hundred five (105) days;

(d) the prevailing four-month LIBOR if the period from and including the relevant Interest Rate Determination Date to but excluding the next Interest Rate Determination Date is between one hundred six (106) and one hundred thirty-five (135) days;

(e) the prevailing five-month LIBOR if the period from and including the relevant Interest Rate Determination Date to but excluding the next Interest Rate Determination Date is between one hundred thirty-six (136) and one hundred sixty-five (165) days; and

(f) the prevailing six-month LIBOR if the period from and including the relevant Interest Rate Determination Date to but excluding the next Interest Rate Determination Date is more than one hundred sixty-five (165) days.

1.1.22 Applicable Spread means (a) with respect to the A Loan, four and one quarter percent (4.25%) per annum, and (b) with respect to the B Loan, to be agreed in writing by IDB and the Borrower after the Effective Date.

1.1.23 Argentine Central Bank means the Banco Central de la República Argentina.

1.1.24 Argentine Central Bank Regulations means any and all of the regulations issued by the Argentine Central Bank from time to time (Marco Normativo y Legal del Sistema Financiero Argentino).

Banco de Galicia Senior Secured Loan Agreement
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1.1.25 Auditors means PricewaterhouseCoopers Argentina or such other internationally recognized independent public accountants as the Borrower may from time to time appoint as auditors of the Borrower.

1.1.26 Authority means any supranational body, or any national, regional or local government or any other political subdivision thereof, any governmental, administrative, arbitral, regulatory, fiscal, judicial or government-owned body, department, commission, authority, tribunal, agency, central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a superintendency, monetary authority or central bank, including, without limitation, the Argentine Central Bank) or other entity of any kind exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, in each case having or claiming to have jurisdiction over the matter or matters in question, including the supervisory authority for banking and other financial institutions.

1.1.27 Authorization means any consent, registration, filing, agreement, enrollment, recording, notarization, certificate, license, approval, permit, authorization or exemption from, by or with any Authority, whether given or withheld by express action or deemed given or withheld by failure to act within any specified time period and all corporate, shareholders’, participants’, partners’, creditors’ and any other third party approvals or consents.

1.1.28 Authorized Representative means, as to any Person, any natural person who is duly authorized by such Person to act for such Person, or with respect to financial matters, the chief financial officer or treasurer of such Person and, in the case of the Borrower, in addition to the foregoing, an officer duly appointed to act on the Borrower’s behalf under corporate documents duly registered with the competent Authority in the Borrower’s Country and any Person whose name and specimen signature appear on the Certificate of Incumbency and Authority most recently delivered to IDB.

1.1.29 B Loan, if and when funded, means the loan specified in Section 3.1.1.2 (The Loan Amount) or, as the context may require, the principal amount thereof from time to time outstanding.

1.1.30 B Loan Commitment, if applicable, means thirty million Dollars (US$30,000,000) or such other amount to be funded by the B Loan Participant(s) on separate terms to be agreed between the B Loan Participant(s) and IDB and notified by IDB to the Borrower.

1.1.31 B Loan Disbursement, if applicable, means any amount of the B Loan that is disbursed pursuant to 3.1.1.2 (Disbursement Procedure).

1.1.32 B Loan Interest Rate means the rate or, if applicable, rates, of interest payable on the outstanding amount of the B Loan from time to time as agreed in writing by the Borrower and IDB after the Effective Date, and pursuant to Section 3.23 (B Loan Interest) and Section 3.24 (Change in Interest Period).

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1.1.33 B Loan Maturity Date shall have the meaning assigned to that term as agreed in writing by IDB and the Borrower after the Effective Date.

1.1.34 B Loan Participant means any Person, acceptable to IDB and the Borrower, that acquires a Participation in the B Loan.

1.1.35 B Loan Repayment Date shall have the meaning assigned to that term as agreed in writing by IDB and the Borrower after the Effective Date.

1.1.36 Banking Law means Law Number 21,526 of the Republic of Argentina, as amended and/or replaced from time to time.

1.1.37 Banking Regulations means, collectively, (a) the Banking Law; (b) the Argentine Central Bank Regulations, as each may be amended and/or replaced from time to time; and (c) any other Applicable Law issued from time to time by any Authority of the Borrower’s Country, related to and/or in connection with any of (a) and (b).

1.1.38 Board of Directors, as to any Person, means the board of directors of such Person or such other body performing similar functions with respect to such Person.

1.1.39 Borrower has the meaning assigned to that term in the introductory paragraph hereto.

1.1.40 Borrower’s Country means the Republic of Argentina.

1.1.41 Borrower’s Country’s Corporations Law means Law Number 19,550 of the Republic of Argentina, as amended and/or replaced from time to time.

1.1.42 Borrower’s Country’s Currency or Peso means the lawful currency of the Borrower’s Country.

1.1.43 Borrower’s Information has the meaning assigned to that term in Section 8.6.1 (Confidential Information).

1.1.44 Business Day means a day when banks are open for business in the City of New York, New York and, solely for the purpose of determining LIBOR (other than pursuant to subsection 1.1.113.2 of the definition of LIBOR), in London, England and the City of New York, New York.

1.1.45 Certificate of Incumbency and Authority means a certificate provided to IDB by the Borrower in the form of Exhibit A (Form of Certificate of Incumbency and Authority).

1.1.46 Change of Control means the occurrence of any of the following: (a) any one or more Persons (other than one or more of the Escasany, Ayerza and Braun Family Members as of the Effective Date) shall (i) Control (whether directly or indirectly) or (ii) hold, of record and/or beneficially any of the outstanding Share Capital or any of the Voting Stock of EBA Holding S.A.; (b) EBA Holding S.A. shall cease to (i) Control (whether directly or indirectly) or (ii) hold, of record and/or beneficially, more than fifty nine point four two percent (59.42%) of the outstanding Voting Stock (excluding for those matters for which class “A” shares of Grupo Galicia have the right to only one (1) vote) in Grupo Galicia; provided however that such percentage may be

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reduced (without constituting a “Change of Control”) to a percentage of Voting Stock which (excluding for those matters for which class “A” shares of Grupo Galicia have the right to only one (1) vote) has the right to cast a majority of the votes at shareholders meetings of Grupo Galicia in the event that Grupo Galicia issues equity securities by reason of any transaction not prohibited under the terms of this Agreement or any other Financing Document (including, without limitation, the issuance of equity by the Borrower); (c) Grupo Galicia shall cease to (i) Control (whether directly or indirectly) or (ii) hold, of record and/or beneficially, more than ninety three percent (93%) of the outstanding Share Capital and the Voting Stock of the Borrower; provided however that such percentage may be reduced (without constituting a “Change of Control”) to sixty-five percent (65%) of the Share Capital and Voting Stock of the Borrower in the event that the Borrower issues equity securities by reason of any transaction not prohibited under the terms of this Agreement or any other Financing Document; or (d) the Borrower enters into any management, partnership, profit-sharing, joint-venture or royalty agreement or other similar agreement whereby the Borrower’s business or operations or that of its Subsidiaries are managed by, or a significant part of its or their net income or profits are shared with, any Person, other than (directly or indirectly) Grupo Galicia or the Escasany, Ayerza and Braun Family Members.

1.1.47 Charter means, with respect to the Borrower, its estatutos sociales.

1.1.48 Collateral means, collectively, (a) the Pledged Green Loans, (b) the Pledged Green Loan Documents, (c) the Collection Accounts and (d) any additional collateral required under the terms of the Financing Documents.

1.1.49 Collateralization Ratio means, as of any relevant determination date, the result obtained by dividing (a) the aggregate outstanding principal amount of the Pledged Green Loans expressed in Dollars by (b) the aggregate outstanding principal amount of the Loan.

1.1.50 Collection Accounts has the meaning assigned to that term in the Security Agreement (and defined therein as Cuentas de Cobro).

1.1.51 Commitment means sixty million Dollars (US$60,000,000), the sum of the A Loan Commitment and the B Loan Commitment.

1.1.52 Commitment Fee has the meaning assigned to that term in Section 3.8.4 (Charges and Fees).

1.1.53 Commitment Termination Date means the earliest of:

1.1.53.1 the date that occurs five hundred forty (540) days after the Effective Date;

1.1.53.2 the date specified in a notice issued by the Borrower to IDB pursuant to Section 3.16.1 (Cancellation by the Borrower), provided that the terms of Section 3.16.2 (Cancellation by the Borrower) are fully satisfied;

1.1.53.3 any other date on which the obligation of IDB to make Disbursements of the Loan is terminated in accordance with the terms of this Agreement; and

1.1.53.4 the first Loan Repayment Date.

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1.1.54 Consolidated or Consolidated Basis means (with respect to any Financial Statements to be provided, or any financial calculation to be made, under or for purposes of this Agreement and any other Financing Document) the method referred to in Section 1.6.5 (Financial Calculations), and the entities whose accounts are to be consolidated with the accounts of the Borrower as required by Applicable Law which as of the Effective Date are the following Subsidiaries of the Borrower: (i) Galicia Factoring y Leasing S.A., Tarjetas Regionales S.A., Galicia Valores S.A. Sociedad de Bolsa, Galicia Administradora de Fondos S.A., Compañía Financiera Argentina S.A., Tarjetas Cuyanas S.A., Tarjeta Naranja S.A., Tarjetas del Mar S.A., Cobranzas y Servicios S.A., Cobranzas Regionales S.A. and Universal Processing Center S.A., each of said Persons being a company organized under the laws of the Borrower’s Country; (ii) Banco Galicia Uruguay S.A., being a company organized under the laws of Uruguay; (iii) Galicia (Cayman) Limited, being a company organized under the laws of the Cayman Islands; and, (iv) Tarjeta Naranja Dominicana S.A., being a company organized under the laws of the Dominican Republic.

1.1.55 Consolidated Subsidiary means, at any date of determination, any Subsidiary of the Borrower the accounts of which would, in accordance with Accounting Principles, be consolidated with those of the Borrower if such statements were prepared on such date of determination.

1.1.56 Control means, with respect to any Person, any other Person having the power, directly or indirectly, (a) to vote not less than fifty one percent (51%) of the securities having ordinary voting power for the election of directors of such Person; or (b) to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise (Controlling and Controlled have corresponding meanings provided that any controller (“veedor”) appointed by the Argentine Central Bank to oversee the operations of the Borrower shall not be construed as “Controlling” the direction of the management and/or policies of the Borrower); provided however, for the purposes of Section 1.1.46 (Change of Control) “Control” shall be limited to the definition in (b) above.

1.1.57 Corrective Action Plan means a plan, in form and substance satisfactory to IDB, to correct any failure to comply with any environmental and social provisions contained in this Agreement, including any Environmental and Social Requirements, and to remedy any and all damages and other adverse consequences caused by any such non-compliance. Such plan shall include:

1.1.57.1	a brief description of the non-compliance, including the extent, magnitude, impact and cause thereof;
1.1.57.2	the proposed corrective actions;

1.1.57.3	the designations of the Persons responsible for the implementation of such proposed corrective actions;
1.1.57.4	a time schedule for implementing such proposed corrective actions;
1.1.57.5	the estimated costs of implementing such proposed corrective actions; and

1.1.57.6 the actions proposed to prevent similar or related non-compliances from occurring in the future.

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1.1.58 Debt means, with respect to any Person, the aggregate (as of the relevant date of calculation) of all such Person’s obligations (whether actual or contingent) to pay or repay money, including:

1.1.58.1 all Indebtedness for Borrowed Money;

1.1.58.2 any credit to such Person from a supplier of goods or under any installment purchase or other similar arrangement in respect of goods or services (except trade accounts payable within ninety (90) days in the ordinary course of business);

1.1.58.3 the aggregate amount then outstanding of all liabilities of any other Person to the extent that such Person provides a Guarantee of such liabilities; and

1.1.58.4 all liabilities of such Person (actual or contingent) under any conditional sale or a transfer with recourse or obligation to repurchase, including by way of discount or factoring of book debts or receivables.

1.1.59 Default means any event or condition that constitutes an Event of Default or which, upon notice, lapse of time, the making of a determination or any combination thereof, may become an Event of Default.

1.1.60 Defaulted Pledged Green Loan means any Pledged Green Loan with respect to which the relevant Eligible Sub-Borrower has failed to make two (2) consecutive payments of principal and/or interest when and as due pursuant to the terms of the relevant Pledged Green Loan and such failures have not been cured within thirty (30) days of the due date for such second consecutive payment of principal and/or interest.

1.1.61 Disbursement means either of the A Loan Disbursement or the B Loan Disbursement, or both, as the context requires.

1.1.62 Disbursement Date means the date on which the proceeds of a Disbursement are released to the Borrower by the Paying Agent (if any) or directly by IDB.

1.1.63 Disbursement Period means the period beginning on the Effective Date and ending on the Commitment Termination Date.

1.1.64 Disbursement Receipt means a receipt for a Disbursement substantially in the form of Exhibit B (Form of Disbursement Receipt).

1.1.65 Disbursement Request means a request for a Disbursement substantially in the form of Exhibit C (Form of Disbursement Request).

1.1.66 Disbursement Swap Market Fixed Rate means, in respect of each Disbursement Tranche of the A Loan, the fixed rate quoted in the Dollar swap market on the Interest Rate Determination Date for the initial Interest Period for such Disbursement Tranche of the A Loan as being payable in respect of interest at LIBOR for the amount of such Disbursement Tranche of the A Loan, as determined by IDB on the basis of the most favorable rate to the Borrower out of three (3) firm quotations from dealers in the Dollar swap market selected by IDB in good faith, taking into consideration the repayment schedule set forth in Section 3.3 (Repayment) and the final maturity date for the Loan (with any necessary determinations being made by IDB).

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1.1.67 Disbursement Tranche means any A Loan Disbursement or, if applicable, B Loan Disbursement, as the context requires.

1.1.68 Dividend Related Payments means:

1.1.68.1 all distributions (whether in cash, Property or obligations) on, other payments on account of, the setting apart of money for a sinking or other fund for, the purchase, redemption, retirement or other acquisition of any portion of the Borrower’s Share Capital, including any payments to be made by the Borrower to its shareholders and other affiliates, including payments in respect of dividends (except for payments of minimum mandatory dividends set forth in the Borrower’s Country’s Corporations Law), capital reductions, distributions, repurchases or redemptions of outstanding stock (including options or warrants), and investments in, capital contributions, loans advances and other payments to any shareholder or other Persons; or

1.1.68.2 any payment, purchase, retirement or other acquisition of any subordinated debt, any debt other than the Loan or any deposit or similar transaction made to secure any loan or other financial obligation of any Affiliate of the Borrower; or

1.1.68.3 any payment of development, management or operation fees to any Affiliate of the Borrower.

1.1.69 Dollars and the sign $ mean the lawful currency of the United States of America.

1.1.70 Effective Date means the date of this Agreement.

1.1.71 Eligibility Criteria for Green Loans means (a) as of the Effective Date and until the occurrence of the Revised Green Loan Eligibility Criteria Date, the Initial Minimum Eligibility Criteria for Green Loans; and (b) on and after the Revised Green Loan Eligibility Criteria Date, the Revised Green Loan Eligibility Criteria.

1.1.72 Eligible Sub-Borrower means a Person (a) that meets the criteria established by the Borrower for its on-lending operations to small and medium sized enterprises; (b) that, if a natural person, owns or controls the small and medium sized enterprise being funded by the proceeds of the Loan; (c) which is duly authorized to conduct business in and is in good standing under the laws of the Borrower’s Country; (d) the majority of whose Share Capital entitled to vote is owned by Persons who are legal entities organized under or natural persons residing in IDB member countries; (e) which does not benefit from a sovereign guarantee for repayment of any of its loans; (f) which does not, and whose Property does not, have any immunity (sovereign or otherwise) from any legal action, suit or proceeding (whether service of notice, attachment prior to judgment, attachment in execution of judgment, execution of judgment or otherwise) or from the jurisdiction of any court; (g) is not engaged in any Prohibited Practice; (h) is not engaged in any of the activities set forth on Exhibit E (Environmental and Social), Part A (List of Excluded Activities); (i) is not an Affiliate of the Borrower; (j) is not in default of, or in arrears with respect to, any of its financial obligations; and (k) is not insolvent, subject to a bankruptcy, liquidation, or judicial reorganization proceeding and no receiver, liquidator, assignee, trustee, sequestrator (or other similar official) has been appointed with respect to such Person.

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1.1.73 Eligible Sub-Loan means any loan (including all rights and obligations thereunder) originated by the Borrower after July 28, 2010 which (as of any relevant determination date) (a) is made to an Eligible Sub-Borrower to finance small and medium sized enterprises pursuant to a legal, valid and binding agreement containing such provisions as would enable the Borrower to comply with the requirements set out in this Agreement, and enforceable against such Eligible Sub-Borrower; (b) if originated by the Borrower prior to the Effective Date, has not been fully disbursed as of the Effective Date and shall be deemed eligible hereunder only to the extent of the undisbursed portion of such loan (except that the requirement of this clause (b) shall not apply for purposes of Section 3.6.2.2 (Pledged Green Loan Prepayment Event)); (c) is rated at least one (1) in accordance with Central Bank Regulations; (d) is not made for the purposes of funding any of the activities on Exhibit E (Environmental and Social), Part A (List of Excluded Activities); (e) is denominated in Dollars; (f) is for an amount greater than one hundred thousand Dollars ($100,000) and less than two million Dollars ($2,000,000); (g) is not in default or arrears; (h) has never been in default or arrears; (i) is not subject to any legal, contractual or other provision prohibiting it from being pledged, hypothecated or otherwise assigned to IDB; (j) is free and clear of all Liens, other than Liens granted by such Eligible Sub-Borrower thereunder to the Borrower; (k) such loan is secured by a Lien on real property for the benefit of the Borrower or any other collateral structure acceptable to IDB in its sole discretion and such Lien is a first ranking and first priority Lien that has been properly and effectively perfected by registration with the applicable Authority in the Borrower’s Country for all purposes in compliance with Applicable Laws; (l) has a grace period, amortization schedule, interest and interest payment dates and final maturity provisions matching those of the Loan, in order to comply with the Security Agreement; provided that the grace period for the first Eligible Sub-Loans granted will be longer than that of the last Eligible Sub-Loans, as grace periods will need to match the grace period of the Loan’s overall grace period, and will decrease accordingly depending on the timing of disbursements of the Eligible Sub-Loans; (m) does not permit a voluntary prepayment of any obligations thereunder; (n) have been approved in compliance with the Borrower’s internal credit underwriting policies and standards; (o) in the event repayment of such loan is secured by any security (including any Lien) or evidenced by any other instrument including any promissory note, such security or other instrument is capable of being assigned by the Borrower to IDB; and (p) meets the Eligibility Criteria for Green Loans.

1.1.74 Eligible Sub-Loan Documents means, with respect to each Eligible Sub-Loan, all and each of the agreements and/or documents and/or instruments (including, without limitation, promissory notes, pagarés or any other kind of similar instruments) evidencing, relating to, and/or in connection with, such Eligible Sub-Loan and the associated collateral securing the obligations of the respective Eligible Sub-Borrowers thereunder.

1.1.75 Environmental and Social Compliance Report means a report prepared by the Borrower, in form and substance satisfactory to IDB, in the form set forth in Exhibit E (Environmental and Social), Part B (Form of Environmental and Social Compliance Report).

1.1.76 Environmental or Social Matter means, in relation to the Borrower and its corporate operations, Eligible Sub-Borrowers, Eligible Sub-Loans, any aspect of the physical and biological environment, human health, nearby social and community conditions, labor, safety and security matters.

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1.1.77 Environmental and Social Requirements means all requirements, conditions, standards, protections, obligations or performance with respect to environmental or social matters required by: (a) the Borrower’s environmental policies and procedures; (b) all environmental aspects of Applicable Law and any Authorization issued thereunder; (c) the Fundamental Principles and Rights at Work; and (d) exclusively with respect to the Borrower and the Eligible Sub-Loans, the IFC Performance Standards.

1.1.78 Environmental and Social Management System or ESMS means the Borrower’s environmental and social management system as of the Effective Date, as amended or modified from time to time during the term hereof pursuant to the terms of this Agreement, that includes: (a) written policies, (b) internal procedures for the Borrower’s compliance with the Environmental and Social Requirements, (c) procedures for identifying, evaluating and managing the potential environmental, social, occupational health and safety and labor risks and impacts associated with each Eligible Sub-Borrower’s, and each Eligible Sub-Loan’s compliance, as applicable, with the Environmental and Social Requirements, (e) organization and assignment of responsibilities for implementation of the ESMS, (f) training, and (g) periodic audits and inspections with respect to Environmental and Social Requirements.

1.1.79 Environmental, Social, Health and Safety Action Plan or ESHS Action Plan means the action plan to be presented by the Borrower to IDB for approval, substantially in the form of Exhibit E (Environmental and Social), Part C (Environmental, Social, Health and Safety Action Plan).

1.1.80 Environmental Training means any environmental management training course for financial institutions acceptable to IDB, such as those provided by the Inter-American Development Bank, the Inter-American Investment Corporation or the International Finance Corporation.

1.1.81 Equity means, as of any determination date, the total shareholder’s equity as calculated on a consistent basis in accordance with Accounting Principles.

1.1.82 Escasany, Ayerza and Braun Family Members means any members of the Escasany, Ayerza and Braun families who are holders of class “A” shares of EBA Holding S.A., or their heirs, descendants and spouses who receive such shares as a result of dissolution of marriage, which holders of class “A” shares and the Fundación Banco de Galicia y Buenos Aires S.A. are (to the extent applicable) identified in the shareholders’ meeting minutes, Number 1, of EBA Holding S.A., dated October 12, 1999, and registered in the Registro Público de Comercio under number 18,036, Libro VIII, Tomo de Sociedades por Acciones, Número Correlativo IGJ 1670663, the names of which are identified in Schedule 1 attached hereto.

1.1.83 Event of Default means any one of the events specified in Section 7.2 (Events of Default).

1.1.84 Fair Market Value means, with respect to any Property or services, the value that would be obtained in an arm’s-length transaction between an informed and willing seller, supplier or provider, as the case may be, under no compulsion to sell the relevant Property or provide the relevant services, and an informed purchaser under no compulsion to purchase such Property or services.

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1.1.85 Fee Letter means the fee letter entered into, or to be entered into, by and between IDB and the Borrower setting forth the applicable fees described in Sections 3.8.1 through 3.8.5 (Charges and Fees), substantially in the form of Exhibit F (Form of Fee Letter).

1.1.86 Financial Quarter means the period commencing on the day after a Financial Quarter Date and ending on the next Financial Quarter Date.

1.1.87 Financial Quarter Date means each of March 31, June 30, September 30 and December 31, the last day of each Financial Quarter.

1.1.88 Financial Statements means, with respect to any Person, as of any relevant date and for any relevant period, as applicable, such Person’s balance sheet, income statement, cash flow statement, statement of sources and uses of fund and statement showing changes in equity and any exhibits and notes thereto, which in the case of the Borrower, shall be prepared in the Borrower’s Country’s Currency, all in accordance with Accounting Principles.

1.1.89 Financial Year means the accounting year of the Borrower commencing each year on January 1 and ending on the following December 31 or such other period as (a) the Borrower is required to designate as its accounting year by the applicable Authority or (b) the Borrower, with IDB’s consent, from time to time designates as its accounting year in accordance with the Banking Regulations.

1.1.90 Financing Documents means:

1.1.90.1	this Agreement;
1.1.90.2	each Note;
1.1.90.3	the Participation Agreement(s) with respect to the B Loan, if applicable;
1.1.90.4	the Paying Agency Agreement with respect to the B Loan, if applicable;
1.1.90.5	the Fee Letter(s);
1.1.90.6	the Security Documents; and

1.1.90.7 all other documents and certificates required to be delivered from time to time hereunder and thereunder.

1.1.91 First A Loan Repayment Date means the first Interest Payment Date immediately succeeding the date that is five hundred and forty (540) days after the Effective Date.

1.1.92 First B Loan Repayment Date shall have the meaning assigned to that term as agreed in writing by IDB and the Borrower after the Effective Date.

1.1.93 First Disbursement Date means the Disbursement Date on which IDB makes the first Disbursement.

1.1.94 Fixed Rate Prepayment Costs has the meaning assigned to that term in Section 3.17 (Fixed Rate Prepayment Costs for Prepayment of Loan).

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1.1.95 Foreign Assets Control and Anti-money Laundering Laws means, collectively, any Applicable Law relating to control of foreign assets and the elimination of illegal money-laundering, including, as applicable: (a) the regulations issued by the Office of Foreign Assets Control (OFAC) of the United States of America Department of Treasury; (b) the U.S.A. Patriot Act of the United States of America; (c) each of the lists of persons suspected of involvement in terrorist activities maintained by OFAC, the United Kingdom of Great Britain and Northern Ireland or the United Nations; and (d) any requirements under Applicable Law of a type similar to any of the foregoing.

1.1.96 Foreign Currency means any currency other than Dollars.

1.1.97 Front-End Fee has the meaning assigned to that term in Section 3.8.1 (Charges and Fees).

1.1.98 Fundamental Principles and Rights at Work means:

1.1.98.1	freedom of association and the effective recognition of the right to collective bargaining;
1.1.98.2	prohibition of all forms of forced or compulsory labor;

1.1.98.3 prohibition of child labor, including the prohibition of persons under eighteen (18) years of age from working in hazardous conditions (which includes construction activities), persons under eighteen (18) years of age from working at night, and that persons under eighteen (18) years of age be found fit to work via medical examinations;

1.1.98.4	elimination of discrimination in respect of employment and occupation, where discrimination is defined as any distinction, exclusion or preference based on race, color, sex, religion, political opinion, national extraction or social origin;
1.1.98.5	compliance with all Applicable Law relating to labor; and

1.1.98.6 compliance with all international labor organizations conventions and treaties which have been ratified by the Borrower’s Country.

1.1.99 Green Loan means an Eligible Sub-Loan.

1.1.100 Grupo Galicia means Grupo Financiero Galicia S.A., a company organized under the laws of the Republic of Argentina.

1.1.101 Guarantee by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing or providing an indemnity in relation to any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

1.1.101.1 to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase Property, goods, securities or services, to take-or-pay, or to maintain Financial Statement conditions or otherwise); or

1.1.101.2 entered into for the purpose of assuring in any other manner the holder of such Debt of the payment or performance thereof or to protect such holder against loss in respect thereof (in whole or in part), including the payment of amounts drawn under letters of credit.

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1.1.102 IDB has the meaning assigned to that term in the introductory paragraph hereto.

1.1.103 IDB Members means the member countries of IDB listed in Exhibit G (Member Countries of IDB).

1.1.104 IFC Performance Standards means the environmental and social policies, safeguards, standards and guidelines of the International Finance Corporation that became effective in April, 2006, as amended and in effect as of the Effective Date (excluding any amendments and modifications thereto after the Effective Date), and which are set forth at http://www.ifc.org/ifcext/sustainability.nsf/Content/PerformanceStandards.

1.1.105 Increased Costs means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction of return to, IDB or, as the case may be, any Participant in connection with making or maintaining the Loan or its Participation, as applicable, that result from:

1.1.105.1 any change in Applicable Law or in the interpretation thereof by any Authority charged with the administration or interpretation thereof, whether or not having the force of law;

1.1.105.2 any compliance with any request from, or requirement of, any central bank or other monetary or other Authority; or

1.1.105.3 in the event that the A Loan Interest Rate or the B Loan Interest Rate is calculated in accordance with Section 3.25.1 (Market Disruption), Increased Costs shall also include any difference between the Alternate Base Rate and the actual cost to IDB or any Participant, as applicable, of making, funding or maintaining the Loan or its Participation for the relevant Interest Period, including Increased Costs incurred in the event that any Participant may choose to use a different base rate than the Alternate Base Rate or may incur costs in connection with switching from LIBOR-based funding to the Alternate Base Rate.

which in either case, subsequent to the Effective Date:

1.1.105.3.1 imposes, modifies or makes applicable any reserve, special deposit or similar requirements against Property held by, or deposits with or for the account of, or loans made by, IDB or the Participant(s);

1.1.105.3.2 imposes a cost on IDB or the Participant(s) as a result of its having made or committed to make the Loan (or in the case of a Participant(s), acquired or committed to acquire its Participation) or reduces the rate of return on the overall capital of IDB or the Participant(s) that it would have been able to achieve had IDB not made or committed to make the Loan (or in the case of the Participant(s), had the Participant(s) not acquired or committed to acquire its Participation);

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1.1.105.3.3	changes the basis of taxation on payments received by IDB in respect of the Loan or by the Participant(s) with respect to its Participation (other than a change in taxation of the overall net income of IDB or the Participant(s) imposed by the jurisdiction of its incorporation or in which it books its Participation or in any political subdivision of any such jurisdiction); or
1.1.105.3.4	imposes on IDB or the Participant(s) any other condition regarding the making or maintaining of the Loan or, as the case may be, its Participation;

but excluding any incremental costs of the Participant(s) having or maintaining a permanent office or establishment in the Borrower’s Country, if and to the extent that permanent office or establishment acquires that Participation.

1.1.106 Increased Costs Certificate means a certificate furnished from time to time by IDB certifying:

1.1.106.1	the circumstances giving rise to the Increased Costs;
1.1.106.2	that the costs of IDB or, as the case may be, the Participant(s), have increased or the rate of return of either of them has been reduced;
1.1.106.3	the Increased Costs; and
1.1.106.4	that IDB or the Participant(s) has exercised reasonable efforts to minimize or eliminate the relevant increase or reduction, as the case may be;

provided that IDB shall not be obliged to disclose any information that it or the Participant(s) considers to be confidential in providing such certificate.

1.1.107 Indemnified Liabilities has the meaning assigned to that term in Section 8.3.1.3 (Indemnity).

1.1.108 Indemnified Persons has the meaning assigned to that term in Section 8.3.1 (Indemnity).

1.1.109 Initial Minimum Eligibility Criteria for Green Loans means the eligibility criteria and requirements as set forth in Exhibit D (Initial Minimum Eligibility Criteria for Green Loans).

1.1.110 Interest Payment Date means each February 15 and August 15 of each year; or, in the case of any Interest Period of less than six (6) months as provided under Section 3.24 (Change in Interest Period), the fifteenth (15^th) day of the month in which the relevant Interest Period ends.

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1.1.111 Interest Period means each six (6) month period beginning on an Interest Payment Date and ending on the next following Interest Payment Date, except (a) in the case of the first period applicable to each Disbursement when it shall mean the period beginning on the date on which such Disbursement is made and ending on the next following Interest Payment Date and (b) in the case of the last period applicable to the A Loan or, if applicable, the B Loan, when it shall mean the period beginning on the Interest Payment Date immediately preceding the Maturity Date or last scheduled principal installment of the Loan, as the case may be, and ending on the Maturity Date or the date on which the last scheduled principal installment of the Loan is due pursuant to this Agreement, as the case may be or (c) in the circumstances referred to in Section 3.24 (Change in Interest Period), such period as determined in accordance with Section 3.24 (Change in Interest Period).

1.1.112 Interest Rate Determination Date means the second (2nd) Business Day prior to a Disbursement Date or Interest Payment Date, as applicable.

1.1.113 LIBOR means the British Bankers’ Association interbank offered rates as of 11:00 a.m. London time on the applicable Interest Rate Determination Date for deposits in Dollars that appear on the relevant pages of Bloomberg Financial Markets Service or Reuters Service or, if not available, on the relevant pages of any other service that displays such British Bankers’ Association rates; provided that if, for any Interest Period, IDB concludes in its discretion that it cannot determine LIBOR by reference to any service that displays British Bankers’ Association interbank offered rates for deposits in Dollars, IDB shall notify the Borrower and shall instead determine LIBOR:

1.1.113.1 on the Interest Rate Determination Date by calculating the arithmetic mean of the offered rates advised to IDB on or around 11:00 a.m. London time, for deposits in Dollars by any three (3) major banks active in Dollars in the London interbank market, selected by IDB; provided that if fewer than three (3) quotations are received, IDB may rely on the quotations so received if not less than two (2); or

1.1.113.2 if fewer than two (2) quotations are received from the banks in London in accordance with subclause 1.1.113.1 above, on the first day of the relevant Interest Period, by calculating the arithmetic mean of the offered rates advised to IDB on or around 11:00 a.m. New York time, for loans in Dollars, by a major bank or banks in New York, New York selected by IDB.

1.1.114 Lien means any mortgage, pledge, charge, assignment, hypothecation, lien, security interest, title retention, preferential right (arising by operation of law or otherwise), trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, including any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy.

1.1.115 Loan means, collectively, the A Loan and, if applicable, the B Loan or, as the context requires, the principal amount of the A Loan and, if applicable, the B Loan outstanding from time to time.

1.1.116 Loan Interest Rate means the A Loan Interest Rate and/or, if applicable, the B Loan Interest Rate, as the context requires.

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1.1.117 Loan Repayment Date means either the A Loan Repayment Date or, if applicable, the B Loan Repayment Date, in each case as the context requires.

1.1.118 Mandatory Prepayment Event means the occurrence of any of the following: (a) a Change of Control pursuant to Section 3.6.2.1 (Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized Subsidiary); (b) an Unauthorized Share Transfer pursuant to Section 3.6.2.1 (Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized Subsidiary); (c) an Unauthorized Merger pursuant to Section 3.6.2.1 (Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized Subsidiary); (d) the creation of an Unauthorized Subsidiary pursuant to Section 3.6.2.1 (Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized Subsidiary); and (e) a Pledged Green Loan Prepayment Event pursuant to Section 3.6.2.2 (Pledged Green Loan Prepayment Event).

1.1.119 Market Disruption Event has the meaning assigned to that term in Section 3.25.1 (Market Disruption)

1.1.120 Material Adverse Effect means a material adverse effect on:

1.1.120.1	the business, Property, liabilities, operations, assets or financial condition (present or future) of the Borrower;
1.1.120.2	the implementation of the Loan;

1.1.120.3	the ability of the Borrower to perform its obligations under any Financing Document to which it is a party;
1.1.120.4	the rights or remedies of IDB under the Financing Documents; or

1.1.120.5 the validity or enforceability of any material provision of any Financing Document.

1.1.121 Maturity Date means the A Loan Maturity Date, and/or, if applicable, the B Loan Maturity Date, as the context requires.

1.1.122 Merger means, with respect to the Borrower or any Consolidated Subsidiary, any merger, consolidation with or into another Person, liquidation, spin-off or reorganization to which the Borrower or its Consolidated Subsidiary (as applicable) is or becomes a party.

1.1.123 New York means the State of New York, United States.

1.1.124 Nonconforming Pledged Green Loan means any Pledged Green Loan that ceases to be an Eligible Sub-Loan.

1.1.125 Note means any promissory note in the agreed form described in either Section 3.4.1 (Notes) or Section 3.4.2 (Notes).

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1.1.126 Obligations means the collective reference to:

1.1.126.1 the unpaid principal of and interest on the Loan (including interest accruing at the then applicable rate provided in this Agreement after the maturity of the Loan, and interest accruing at the then applicable rate provided in this Agreement after the submission of the Borrower to a surveillance, intervention or liquidation regime, or the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); and

1.1.126.2 all other obligations and liabilities of the Borrower to IDB or the Paying Agent (if any) under this Agreement or any other Financing Document, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement or the other Financing Documents or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, charges, expenses or otherwise (including all fees and expenses that are required to be paid by the Borrower pursuant to the terms of this Agreement or any other Financing Document).

1.1.127 Obstructive Practice means, in connection with any investigation by IDB or any Authority into allegations of Prohibited Practices committed by the Borrower, or any of its Affiliates or any other Person acting on behalf of the Borrower or any of its Affiliates: (a) deliberately destroying, falsifying, altering or concealing evidence material to such investigation or making false statements to investigators in order to materially impede such investigation; (b) threatening, harassing or intimidating any Person to prevent such Person from disclosing knowledge of matters relevant to such investigation or from pursuing such investigation; or (c) taking any action intended to materially impede the exercise of the rights to access, information and inspection provided to IDB under this Agreement.

1.1.128 Organizational Documents means, with respect to any Person (other than a natural person), the memorandum and articles of incorporation, charter, or other constitutive documents, however called, of such Person.

1.1.129 Other Taxes has the meaning assigned to that term in Section 3.13.4 (Taxes).

1.1.130 Participant means any Person acquiring a Participation; provided that, for purposes of the definitions of “Increased Costs” and “Increased Costs Certificate” and Section 3.19 Increased Costs and Section 3.20 (Illegality), “Participant” also means any Person that acquires an investment in the A Loan (if applicable).

1.1.131 Participation means the investment of a Participant in the B Loan or, as the context may require, the B Loan Disbursements; provided, that for purposes of the definitions of “Increased Costs” and “Increased Costs Certificate” and Section 3.19 (Increased Costs) and Section 3.20 (Illegality), “Participation” also means the investment of a Participant in the A Loan (if applicable) or, as the context may require, the A Loan Disbursements.

1.1.132 Participation Agreement means any participation agreement entered into or to be entered into, in IDB’s customary form, satisfactory to IDB in all respects, between IDB and a Participant from time to time to which any such Participant acquires a Participation.

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1.1.133 Paying Agency Agreement means an agreement entered into, or to be entered into, in the agreed form, among the Borrower, IDB and the Paying Agent relating to the paying agency arrangements regarding the Loan.

1.1.134 Paying Agency Fee has the meaning assigned to that term in Section 3.8.5 (Charges and Fees).

1.1.135 Paying Agent means any financial institution acceptable to IDB, in its capacity as agent under the Paying Agency Agreement, or any successor agent appointed pursuant to the terms of the Paying Agency Agreement.

1.1.136 Permitted Investments means as to any Person:

1.1.136.1 with respect to Dollar-denominated investments,

1.1.136.1.1	securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than six (6) months from the date of acquisition by such Person;
1.1.136.1.2	time deposits, certificates of deposit and banker’s acceptances of any Acceptable Financial Institution having maturities of not more than six (6) months from the date of acquisition by such Person;
1.1.136.1.3	Investments in funds substantially all the assets of which are comprised of securities of the types described in Sections 1.1.136.1.1 and 1.1.136.1.2;
1.1.136.1.4	United States Securities and Exchange Commission registered money market mutual funds conforming to Rule 2a-7 of the Investment Company Act of 1940 (17 C.F.R. § 270.2a-7) in effect in the United States of America, that invest primarily in securities of the types described in Section 1.1.136.1.1 and repurchase obligations backed by those obligations; and
1.1.136.1.5	Investments in commercial paper maturing within two hundred and seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from Standard & Poor’s Ratings Group (a division of McGraw Hill Companies) (S&P) of A-1, or from Moody’s Investor Services, Inc. (Moody’s) of Prime-1; and

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1.1.136.2 with respect to Peso denominated investments,

1.1.136.2.1	securities issued or directly and fully guaranteed or insured by the government of the Republic of Argentina or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition by such Person;
1.1.136.2.2	time deposits, certificates of deposit and banker’s acceptances of Acceptable Local Financial Institutions and branches of foreign banks in the Republic of Argentina having maturities of not more than six (6) months from the date of acquisition by such Person; and
1.1.136.2.3	any other Peso investments in the Republic of Argentina that IDB agrees shall constitute a Permitted Investment.

1.1.137 Permitted Liens means:

1.1.137.1 Liens created under or pursuant to any of the Security Documents;

1.1.137.2 any tax or other Lien arising by operation of law while the obligation underlying that Lien is not yet due, or if due, is being contested in good faith by appropriate proceedings and so long as the Borrower has set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be ordered to pay on final determination of any such proceedings;

1.1.137.3 Liens which the Borrower is required to constitute with or in favor of any Authority pursuant to the Banking Regulations and other statutory preferences which are generally applicable to deposit-taking institutions; and

1.1.137.4 other Liens constituted or otherwise arising in the ordinary course of banking business including any Lien created under a repurchase agreement involving the sale and repurchase of securities entered into in the ordinary course of business and on the basis of arm’s length arrangements, provided that they fall within the limits permitted by the applicable Banking Regulations including Normas OPASI - Operaciones Pasivas — 2 Capítulo X (Afectación de activos en garantía), and Com A4888, A4975 and B9745, in effect as of the Effective Date.

1.1.138 Permitted Merger means any Merger of the Borrower or its Consolidated Subsidiary (as applicable) (a) (i) in which the Borrower (or its Consolidated Subsidiary, as applicable) is the surviving entity, and (ii) as to which the Borrower shall have notified IDB thereof either simultaneously with the Borrower’s advising the applicable Authority (ies) thereof or, if simultaneous notification is violative of Applicable Law, then as soon as permitted by Applicable Law; or (b) (i) in which the surviving entity in such Merger is an entity other than the Borrower or its Consolidated Subsidiary and (ii) as to which the Borrower shall have obtained the prior written consent of IDB thereto; provided that in the case of any Merger described in subsections (a) and (b) hereof, no Default or Event of Default exists or would result therefrom.

1.1.139 Permitted Subsidiary means any Subsidiary created by the Borrower after the Effective Date in compliance with Banking Regulations, the majority of Share Capital of which shall, immediately after the creation thereof, be owned by the Borrower, whether directly or indirectly (through the ownership by the Borrower of Share Capital in any other Person including any Subsidiary or Affiliate); and which shall be a Consolidated Subsidiary, provided that no Default or Event of Default exists or would result therefrom.

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1.1.140 Person means any natural person or any company, partnership, joint venture, firm, corporation, voluntary association, trust, enterprise, unincorporated organization or other body corporate or any Authority or any other entity whether acting in an individual, fiduciary or other capacity.

1.1.141 Pledged Green Loan means an Eligible Sub-Loan that is pledged by the Borrower as part of the Security pursuant to the Security Agreement, whether as of the date of execution of the Security Agreement or at any time thereafter.

1.1.142 Pledged Green Loan Curing Event means, as of any relevant determination date, with respect to all prepayments received by the Borrower under any Prepaid Pledged Green Loan and all amounts collected by the Borrower under any Defaulted Pledged Green Loans and/or Nonconforming Pledged Green Loans, (after applying such proceeds to the amounts then outstanding under the relevant Pledged Green Loan), the redeployment by the Borrower of such amounts to fund one or more additional Eligible Sub-Loans, in each case in compliance with the provisions of Section 6.1.15 (Pledged Green Loan Prepayment Event; Redeployment).

1.1.143 Pledged Green Loan Documents means, with respect to each Pledged Green Loan, all and each of the Eligible Sub-Loan Documents related thereto, whether as of the date of execution of the Security Agreement or at any time thereafter.

1.1.144 Pledged Green Loan Prepayment Event has the meaning ascribed to that term in Section 3.6.2.2.1 (Pledged Green Loan Prepayment Event).

1.1.145 Prepaid Pledged Green Loan means any Pledged Green Loan with respect to which the Borrower has received a prepayment thereof.

1.1.146 Prepayment Notice means a prepayment notice substantially in the form of Exhibit H (Form of Prepayment Notice).

1.1.147 Prohibited Practice means any of the following:

1.1.147.1 impairing or harming, or threatening to impair or harm, directly or indirectly, any Person or the property of such Person to improperly influence the actions of such Person (a Coercive Practice);

1.1.147.2 an arrangement between two or more Persons designed to achieve an improper purpose, including influencing improperly the actions of another Person (a Collusive Practice);

1.1.147.3 offering, giving, receiving, or soliciting, directly or indirectly, anything of value to influence improperly the actions of another Person (a Corrupt Practice);

1.1.147.4 any action or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a Person in order to obtain a financial benefit or avoid an obligation (a Fraudulent Practice); and

1.1.147.5 and Obstructive Practice.

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1.1.148 Property means any right or interest in or to assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

1.1.149 Relevant Change has the meaning assigned to that term in Section 3.20 (Illegality).

1.1.150 Required Collateralization Ratio means a Collateralization Ratio equal to not less than one hundred percent (100%).

1.1.151 Required Participants means Participants, other than Affiliated Participants, whose aggregate Participations are equal to or exceed thirty percent (30%) of the total amount of the B Loan held by Participants that are not Affiliated Participants.

1.1.152 Revised Green Loan Eligibility Criteria has the meaning assigned to that term in Section 6.1.2 (Revised Green Loan Eligibility Criteria).

1.1.153 Revised Green Loan Eligibility Criteria Date means the date on which the Revised Green Loan Eligibility Criteria is agreed between the Borrower and IDB, pursuant to Section 6.1.2 (Revised Green Loan Eligibility Criteria).

1.1.154 Second Currency has the meaning assigned to that term in Section 3.10.2 (Judgment Currency).

1.1.155 Security means the Liens created, or purported to be created, under the Security Documents to secure, among other things, all Obligations.

1.1.156 Security Agreement means the Contrato de Prenda to be entered into, by and between IDB and the Borrower, pursuant to which the Borrower grants to IDB for its sole and exclusive benefit (a) a first ranking and first priority lien and pledge (prenda de créditos) over all and each of the Pledged Green Loans and the Pledged Green Loan Documents; (b) an irrevocable power of attorney pursuant to which the Borrower grants to IDB and/or its agent full authority and authorization during the term of the Loan to take all necessary or advisable acts to carry out and/or exercise each and all of the rights, privileges, prerogatives, powers, and file and/or submit each and all of the claims and/or actions under the Security Agreement, including, the foreclosure of the first ranking and first priority credit pledge granted therein; and (c) certain related rights, as such Security Agreement is amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof.

1.1.157 Security Documents means:

1.1.157.1 the Security Agreement;

1.1.157.2	all notices and communications actually given to Eligible Sub-Borrowers under the Pledged Green Loans;
1.1.157.3	the Administration and Custody Agreement;

1.1.157.4	other notices, consents, agreements and acknowledgements governed by the Applicable Law of the Borrower’s Country necessary or advisable to perfect IDB’s security interest in the Collateral; and
1.1.157.5	any other document granting a security interest in favor of IDB for the benefit of IDB as security for the Loan or for the Obligations, as each of the foregoing may from time to time be amended, modified, supplemented, renewed or restated.

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1.1.158 Share Capital means, as to any Person (other than a natural Person), all shares of any class or other ownership interests of any kind, however called, in such Person, and any and all warrants or options to purchase any of the foregoing.

1.1.159 Specified Currency has the meaning assigned to that term in Section 3.10 (Judgment Currency).

1.1.160 Specified Place has the meaning assigned to that term in Section 3.10 (Judgment Currency).

1.1.161 Structuring Fee has the meaning assigned to that term in Section 3.8.2 (Charges and Fees).

1.1.162 Subsidiary means with respect to any Person, any entity:

1.1.162.1 over fifty percent (50%) of whose Share Capital is owned, directly or indirectly, by that Person;

1.1.162.2	for which that Person may nominate or appoint a majority of the members of its Board of Directors; or
1.1.162.3	which is otherwise effectively Controlled by that Person.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower as shown on the Borrower’s audited Financial Statements and shall in any event include any Consolidated Subsidiaries.

1.1.163 Tax Returns means all returns, declarations, reports, estimates, information returns, statement and other documents of, relating to, or required to be filed with Authority, in respect of Taxes.

1.1.164 Taxes means all present and future taxes, charges, fees, duties, withholding obligations or other assessments of whatsoever nature levied by any Authority, together with any interest, penalties, additions to tax or other liabilities imposed thereon by any Authority.

1.1.165 Termination Date means the date described in Section 8.11 (Term of Agreement).

1.1.166 Transaction Taxes has the meaning assigned to that term in Section 3.13.2 (Taxes).

1.1.167 Unauthorized Merger means any Merger other than a Permitted Merger.

1.1.168 Unauthorized Share Transfer means any transfer by any Person of Share Capital of the Borrower (whether held directly in the Borrower or indirectly, through or resulting from the ownership by such Person of such Share Capital in or through any other Person) in excess of five percent (5%) of the total Share Capital of the Borrower if such transfer violates (or, if consummated pursuant to the proposed terms, would violate or cause the Borrower to violate), or the proposed transferee in connection with such transfer violates or would violate, Prohibited Practices, Foreign Assets Control and Anti-money Laundering Laws and/or the Applicable Law of the Republic of Argentina or would otherwise result in entities or individuals that are objectionable to IDB due to their suitability or activities, including in respect of integrity and corporate governance matters, owning Share Capital in the Borrower.

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1.1.169 Unauthorized Subsidiary means any Subsidiary (other than a Permitted Subsidiary) created by the Borrower after the Effective Date without the prior written consent of IDB.

1.1.170 United States or U.S. means the United States of America.

1.1.171 Voting Stock means, with respect to any Person, any stock of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person; provided that for the purposes hereof, stock which carries only the right to vote conditionally on the happening of an event shall not be considered Voting Stock, whether or not such event shall have happened.

Section 1.2 Financial Definitions. In this Agreement, the following terms shall have the following meanings:

1.2.1 Aggregate Exposure to Related Parties means, as of any relevant determination date, and with respect to all Related Parties of the Borrower, the aggregate of all loans, financings, credits, guarantees and borrowings of any kind granted by the Borrower to any such Related Parties, including all Problem Exposures and restructured loans made by the Borrower to any such Related Parties, and as accounted by the Borrower as an asset on the Borrower’s Financial Statements most recently delivered as of such date but net of any cash collateral securing the same.

1.2.2 Aggregate Exposure to Related Parties to Available Capital Ratio means, as of any relevant determination date, the result obtained by dividing (a) Aggregate Exposure to Related Parties by (b) Available Capital.

1.2.3 Available Capital means, the Borrower’s Responsabilidad Patrimonial Computable (RPC), as defined in, calculated in accordance with, and subject to the limits, restrictions and deductions set forth by the Argentine Central Bank in its Comunicaciones “A” 3959 and 4172, as amended from time to time and as reflected in the Borrower’s most recent monthly report entitled Responsabilidad Patrimonial Computable delivered to the Argentine Central Bank.

1.2.4 Current Assets means, as of any relevant determination date, the sum of the Borrower’s (a) cash, marketable securities, trade and other receivables realizable within one (1) year, (b) prepaid expenses that are to be taken into income within one (1) year and (c) inventories.

1.2.5 Current Liabilities means, as of any relevant determination date, the aggregate amount of all liabilities of the Borrower falling due on demand or within one (1) year (including the portion of Long-Term Debt falling due within one (1) year).

1.2.6 Deposits means, as of the relevant determination date, the Borrower’s total deposits, as defined in Normas OPASI of the Argentine Central Bank Regulations.

1.2.7 Economic Group means, with respect to any Person, all Persons that are Affiliates, Related Parties or Linked Parties of such Person.

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1.2.8 Economic Group Exposure Ratio means, as of any relevant determination date, the result obtained by dividing: (i) the Exposure of the Borrower to any Person or Economic Group; by (ii) Available Capital.

1.2.9 Exposure means with respect to any Person or Economic Group, the aggregate of all on-balance sheet assets (including equity) and off-balance sheet commitments and contingencies of the Borrower to such Person or Economic Group, less any related cash collateral; provided, however, that any on-balance sheet assets (including equity), or off-balance sheet commitments or contingencies to the Argentine Central Bank denominated in Pesos shall not be included in the calculation of the Exposure of the Borrower to such Person or Economic Group.

1.2.10 Foreign Currency Assets means all foreign currency amounts payable to the Borrower and all rights to receive revenues and other payments that are required to be paid to the Borrower in a currency other than Pesos and all liquid assets denominated in a currency other than Pesos.

1.2.11 Foreign Currency Debt means debt that is: (a) denominated in a currency other than Pesos, or (b) payable at the option of the payee in a currency other than Pesos; and for purposes of this definition, an obligation is deemed to be denominated in a currency other than Pesos if the terms thereof or of any Banking Regulations required that payment thereof will be made to the holder thereof by the Borrower in such currency other than Pesos.

1.2.12 Indebtedness for Borrowed Money means, all obligations of the Borrower to repay money including, without limitation, with respect to: (a) borrowed money; (b) the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by the Borrower; (c) any credit to the Borrower from a supplier of goods or services under any installment purchase or other similar arrangement with respect to goods or services (except trade accounts that are payable in the ordinary course of business); (d) non-contingent obligations of the Borrower to reimburse any other Person with respect to amounts paid by that Person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the benefit of the Borrower with respect to trade accounts that are payable in the ordinary course of business); (e) amounts raised under any other transaction having the financial effect of a borrowing (and not as an off-balance sheet financing) under the Accounting Principles including, without limitation, under leases or similar arrangements entered into primarily as a means of financing the acquisition of the asset leased; (f) the amount of the Borrower’s obligations pursuant to derivative transactions which will consist of swap, collar and cap agreements entered into in connection with other Debt of the Borrower, provided that for the avoidance of double counting and for so long as any such swap, collar or cap agreement is in effect, that Debt will be included in Indebtedness for Borrowed Money pursuant to the terms of the relevant derivative transaction and not the terms of the agreement providing for that Debt when it was incurred; and (g) any premium payable on a mandatory redemption or replacement of any of the foregoing obligations.

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1.2.13 Linked Party means with respect to any Person (“Person A”), each of the following: (a) each other Person who has received a loan or other extension of credit from the Borrower and has provided proceeds of any loan or extension of credit or assets purchased with the proceeds of any loan or extension of credit to Person A in a transaction that is not an arm’s length arrangement; or (b) each other Person who has received a loan or other extension of credit from the Borrower and has a financial interest in a common enterprise with Person A, where a common enterprise is deemed to exist when the expected source of repayment is the same for their respective loans or extensions of credit and neither Person A nor the other Person has another source of income from which the loan and such Person’s other financial obligations may be fully repaid; and it is understood that an employer will be treated as the source of repayment for credit to an employee of such employer under this clause (b) so that any employee shall be considered a Linked Party of its employer if such employer has received a loan or other extension of credit from the Borrower.

1.2.14 Loan Loss Reserves means, as of any relevant determination date, the aggregate of all loan loss reserves required by the Argentine Central Bank to be maintained by the Borrower in the amount maintained by the Borrower, as appearing on the Borrower’s Financial Statements most recently delivered as of such date.

1.2.15 Loan Loss Reserves to Problem Exposures Ratio means, as of any relevant determination date, the result obtained by dividing (a) Loan Loss Reserves by (b) Problem Exposures Loans.

1.2.16 Long-Term Debt means, that part of the debt the final maturity of which, by its terms or the terms of any agreement relating to it, falls due more than one (1) year after the date of its incurrence.

1.2.17 Minimum Capital Requirements means the minimum amount of capital required by the Banking Regulations and referred to as Capitales Mínimos de las Entidades Financieras in the Argentine Central Bank Regulations, including as to Available Capital adjusted by Risk-Weighted Assets.

1.2.18 Minimum Capital Requirements Excess means any amount in excess of the Minimum Capital Requirements.

1.2.19 Open Credit Exposures Ratio means the result obtained by dividing: (a) the result obtained by subtracting Loan Loss Reserves from Problem Exposures; by (b) Available Capital.

1.2.20 Problem Exposures means the aggregate of: (a) Exposures where any portion of such Exposures are, on a non-accrual basis, ninety (90) days or more in arrears, or for which there is otherwise doubt that payments will be made in full; (b) Exposures where any portion of such Exposures have been restructured within the past twelve (12) months; (c) assets received in lieu of payment (including, but not limited to, real estate and equity shares); and (d) claims on other Persons that are unreconciled, unsettled or otherwise unresolved for ninety (90) days or longer.

1.2.21 Related Party means, in respect of any Person, any (a) Affiliate; (b) any executive or non-executive member of the board of directors (or other similar body) of such Person; (c) any employee of such Person holding a managerial position or exercising managerial functions; (d) other Person directly or indirectly owning five per cent (5%) or more of the Share Capital (or the voting Share Capital) of such Person; (e) other Person of whom such Person owns directly or indirectly five per cent (5%) or more of its Share Capital; or (f) other Person that is or is deemed to be related (parte relacionada) to such Person, as defined and classified in accordance with the Banking Regulations.

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1.2.22 Risk-Weighted Assets means, as of any relevant determination date, the aggregate of the Borrower’s balance sheet assets and off-balance sheet engagements (as appearing on the Borrower’s Financial Statements most recently delivered as of such date), weighted for credit risk in accordance with the provisions of the Argentine Central Bank Regulations.

1.2.23 Three Month Maturity Gap means, as of any relevant determination date, the result obtained by subtracting (a) Current Assets that can be liquidated within ninety (90) days from (b) Current Liabilities falling due within ninety (90) days.

1.2.24 Unhedged Open Foreign Exchange Position means, as of any relevant determination date, the result obtained by subtracting (a) the Foreign Currency Assets (expressed in Dollars) and as appearing in the unaudited (or, in the case of the last Financial Quarter of any Financial Year audited), Financial Statements for the relevant Financial Quarter most recently delivered as of such determination date from (b) Foreign Currency Debt.

Section 1.3 Interpretation. In this Agreement, unless the context otherwise requires:

1.3.1 headings and the rendering of text in bold and italics are for convenience only and do not affect the interpretation of this Agreement;

1.3.2 words importing the singular include the plural and vice versa and the masculine, feminine and neuter genders include all genders;

1.3.3 the words “hereof”, “herein”, and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

1.3.4 a reference to a Section, paragraph, party or Exhibit is a reference to that Section or paragraph of, or that party or Exhibit to, this Agreement unless otherwise specified;

1.3.5 a reference to this Agreement or any other Financing Document shall mean such document including any amendment or supplement to, or replacement, novation or modification of, that document but disregarding any amendment, supplement, replacement, novation or modification made in breach of this Agreement or such Financing Document;

1.3.6 a reference to a Person includes that Person’s successors and permitted assigns;

1.3.7 all terms defined in this Agreement shall have the defined meanings when used in the Notes or in any certificate or other document made or delivered pursuant hereto;

1.3.8 the term “including” means “including without limitation” and any list of examples following such term shall in no way restrict or limit the generality of the word or provision in respect of which such examples are provided;

1.3.9 phrases such as “satisfactory to IDB”, “approved by IDB”, “acceptable to IDB”, “in IDB’s discretion”, and phrases of similar import authorize and permit IDB to approve, disapprove, act or decline to act in its sole discretion;

1.3.10 a document is in “agreed form” if it is in the form initialed for the purposes of identification as such by the Borrower and IDB on or before the Effective Date with such changes as IDB may agree with the Borrower; and

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1.3.11 references to any statute, code or statutory provision are to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted, and include references to all bylaws, instruments, orders and regulations for the time being made thereunder or deriving validity therefrom unless the context otherwise requires.

1.3.12 references to any Financing Document shall mean such Financing Document as from time to time amended, amended and restated, modified or supplemented in accordance with the terms thereof.

Section 1.4 Business Day Adjustment. Except as otherwise expressly provided herein, where the day on or by which a payment is due to be made is not a Business Day, that payment shall be made on or by the next succeeding Business Day. Interest, fees and charges (if any) thereon shall continue to accrue for the period from the due date that is not a Business Day to that next succeeding Business Day.

Section 1.5 Conflicts. In the case of any conflict between the provisions of this Agreement and the provisions of any other Financing Document, the provisions of this Agreement shall prevail.

Section 1.6 Financial Calculations.

1.6.1 All financial calculations to be made under, or for the purposes of, this Agreement and any other Financing Document or in any certificate or other document made or delivered pursuant hereto or thereto shall be determined in accordance with Accounting Principles.

1.6.2 Except as otherwise required to conform to any provision of this Agreement, all financial calculations shall be made from the then most recently issued quarterly Financial Statements which the Borrower is obligated to furnish to IDB under Section 6.3.2 (Unaudited Quarterly Financial Statements).

1.6.3 Where quarterly Financial Statements are used for the purpose of making financial calculations and those statements are with respect to the last Financial Quarter, then, at IDB’s option, those calculations may instead be made from the audited Financial Statements for the relevant Financial Year.

1.6.4 If any material adverse change in the financial condition of the Borrower has occurred after the end of the period covered by the Financial Statements used to make the relevant financial calculations, that material adverse change shall also be taken into account in calculating the relevant figures.

1.6.5 If a financial calculation is to be made under or for the purposes of this Agreement or any other Financing Document on a Consolidated Basis, that calculation shall be made by reference to the sum of all amounts of similar nature reported in the relevant Financial Statements of each of the entities whose accounts are to be consolidated with the accounts of the Borrower plus or minus the consolidation adjustments customarily applied to avoid double counting of transactions among any of those entities, including the Borrower.

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Article II.

The Loan

Section 2.1 Description of the Loan. Subject to the terms and conditions of this Agreement, IDB is prepared to make available to the Borrower a loan in the aggregate principal amount of up to sixty million Dollars (US$60,000,000).

Section 2.2 Purpose of the Loan. The purpose of the Loan is to finance the Borrower’s financing of Green Loans to Eligible Sub-Borrowers in the Republic of Argentina.

Article III.

Agreement for the Loan

Part 1: The Loan

Section 3.1 The Loan Amount.

3.1.1 Subject to the provisions of this Agreement, IDB makes the Loan, in favor of the Borrower and as of the Effective Date. The Loan shall consist of:

3.1.1.1 the A Loan, in an aggregate principal amount of up to thirty million Dollars ($30,000,000), such amount to be funded by IDB from its ordinary capital resources (the A Loan Commitment); and

3.1.1.2 if and when funded, the B Loan, in an aggregate principal amount of up to thirty million Dollars ($30,000,000) or such other amount, such amount to be funded by the Participant(s) pursuant to the relevant Participation Agreement(s).

Section 3.2 Disbursement Procedure.

3.2.1 Subject to the satisfaction of the conditions set forth in Article V (Conditions Precedent to Disbursement), the Borrower may, with respect to each of the A Loan and the B Loan, request up to and not more than four (4) Disbursements of the Loan by delivering to IDB, with respect to each such Disbursement, at least ten (10) Business Days prior to the Disbursement Date, a Disbursement Request and a Disbursement Receipt, each in the agreed form, appropriately completed and duly executed by an Authorized Representative of the Borrower. Each Disbursement Request shall be irrevocable.

3.2.2 IDB shall have no obligation to make any B Loan Disbursement unless and until the Participant(s) shall have made available to IDB or the Paying Agent, if applicable, in immediately available funds, its/their proportionate share of such Disbursement in accordance with the Participation Agreement(s).

3.2.3 The Borrower shall not be entitled to make any Disbursement Requests after the Commitment Termination Date. All Disbursements shall be made to an account of the Borrower in the United States of America specified by the Borrower in the Disbursement Request, for further credit to the Borrower in the Borrower’s Country, in accordance with Applicable Law. Each Disbursement shall be made in an aggregate amount of not less than five million Dollars (US$5,000,000) except for the first Disbursement which shall be made in an aggregate amount of not less than three million Dollars (US$3,000,000); provided however that the last Disbursement shall be in an aggregate amount up to the undisbursed portion of the A Loan. All Disbursements shall be limited to one per month.

3.2.4 With respect to the A Loan, the Borrower may elect that the A Loan bear interest at either the A Loan Fixed Rate (as set forth in 3.22.4 (A Loan Interest)) or the A Loan Variable Rate (as set forth in Section 3.22.2 (A Loan Interest)), pursuant to the procedures set forth in 3.2.1 (Disbursement Procedure).

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Section 3.3 Repayment.

3.3.1 The Borrower shall repay the A Loan in equal installments of principal, each in an amount equal to the percentage of the full amount of the A Loan disbursed as of the First A Loan Repayment Date corresponding to the relevant A Loan Repayment Date set out in the following table on each Interest Payment Date commencing on August 15, 2012 and ending on August 15, 2016 (each such date, an A Loan Repayment Date); provided that the entire outstanding principal amount of the A Loan shall be due and payable on the Interest Payment Date immediately preceding the sixth (6^th) anniversary of the Effective Date (the A Loan Maturity Date).

	Percentage of A Loan Repayment on
A Loan Repayment Date	A Loan Repayment Date
August 15, 2012		11.11	%
February 15, 2013		11.11	%
August 15, 2013		11.11	%
February 15, 2014		11.11	%
August 15, 2014		11.11	%
February 15, 2015		11.11	%
August 15, 2015		11.11	%
February 15, 2016		11.11	%
August 15, 2016		11.12	%

3.3.2 The Borrower shall repay the B Loan in installments to be agreed in writing by IDB and the Borrower after the Effective Date.

3.3.3 Principal amounts repaid pursuant to this Section 3.3 (Repayment) may not be reborrowed.

Section 3.4 Notes.

3.4.1 To further evidence its obligation to repay the Loan, with interest accrued thereon, at the request of IDB, the Borrower shall issue and deliver to IDB, on or prior to each Disbursement Date, one or more Notes substantially in the form of, as applicable, Exhibit I-1 (Form of A Loan Promissory Note), and, if applicable, Exhibit I-2 (Form of B Loan Promissory Note) in the respective principal amount of each of the A Loan Disbursement and the B Loan Disbursement and with signatory authorization and powers duly certified by a notary public. At IDB’s request, the Borrower shall promptly execute and deliver one or more new Notes satisfactory to IDB to substitute for one or more Notes previously delivered to IDB.

3.4.2 Further, the Borrower shall also, upon request of IDB, issue and deliver to IDB, on the Business Day immediately following each Interest Rate Determination Date, one or more Notes substantially in the form of, as applicable, Exhibit I-1 (Form of A Loan Promissory Note) and, if applicable, Exhibit I-2 (Form of B Loan Promissory Note) in the respective amount of interest for the next Interest Period, (all such promissory notes, including the promissory notes described in the preceding sentence relating to principal, referred to collectively as the Notes).

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3.4.3 Each Note issued pursuant to Sections 3.4.1 and 3.4.2 shall (a) be dated as of the date of the execution thereof; (b) in the case of Notes (i) evidencing principal, such Note shall be in an amount equal to the principal amount of the A Loan Disbursement or the B Loan Disbursement, as the case may be; and (ii) evidencing a payment of interest due in an Interest Period, shall be in an amount equal to all interest scheduled to be payable on the respective A Loan or B Loan, as the case may be, on the last day of such Interest Period; (c) bear interest if applicable at the rate set forth in Section 3.12 (Late Charges); and (d) be payable on demand (a la vista). The Borrower shall on the last day of each Interest Period, execute and deliver to IDB new Notes in respect of all interest scheduled to be payable on the Loan on the last day of the immediately succeeding Interest Period, which shall have been appropriately completed to include the information specified in this Section 3.4.3; provided however that (x) if the Borrower has paid the interest accrued during the preceding Interest Period, the new Note shall be a replacement of (and not in addition to) the Note or Notes then in effect evidencing interest; (y) if the Borrower fails to replace any Note or Notes evidencing interest but nonetheless pays the interest accrued during the preceding Interest Period, IDB shall be entitled to claim under such existing Note or Notes the amount of interest that may accrue in the succeeding Interest Period or Interest Periods; and (z) if the Borrower fails to pay the interest accrued during the preceding Interest Period, the Borrower shall remain obligated to execute and deliver to IDB a Note in respect of the immediately succeeding Interest Periods, which shall not replace the Note or Notes then in effect. IDB shall calculate the interest due by the Borrower for each such Interest Period and inform the Borrower thereof on or promptly after each applicable Interest Rate Determination Date so as to permit the Borrower to deliver to IDB the applicable Note. The obligation of the Borrower to issue and deliver to IDB any of the Notes in respect of interest due under the Loan, as provided in this Section 3.4 (Notes), is a continuing obligation of the Borrower subject to specific performance and IDB shall have all rights under Applicable Law to demand such specific performance of the Borrower according to the terms hereof.

3.4.4 At the time of the last Disbursement of the A Loan and the B Loan, the Borrower shall, at the request of IDB, deliver to IDB (a) a Note in the total amount of all Disbursements of the A Loan (including the amount of such last Disbursement) with signatory authorization and powers duly certified by a notary public and due and payable on the A Loan Maturity Date, and (b) a Note in the total amount of all Disbursements of the B Loan (including the amount of such last Disbursement) with signatory authorization and powers duly certified by a notary public and due and payable on a date to be determined on separate terms and conditions to be agreed upon, if applicable, between IDB and the Borrower (with respect to the B Loan Participant(s)) after the Effective Date, in exchange for all Notes previously executed and delivered by the Borrower for Disbursements of the A Loan and the B Loan, respectively.

3.4.5 The issuance, execution and delivery of any Note pursuant to this Agreement shall not be or be construed as a novation with respect to this Agreement or any other agreement between IDB and the Borrower and shall not limit, reduce or otherwise affect the obligations or rights of the Borrower under this Agreement, and the rights and claims of IDB under any Note shall not replace or supersede the rights and claims of IDB under this Agreement, all subject to the remaining provisions of this Section 3.4 (Notes).

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3.4.6 Payment of the principal amount of any Note shall pro tanto discharge the obligation of the Borrower to repay that portion of the A Loan and/or B Loan to which such Note relates; and payment of interest accrued on any Note shall pro tanto discharge the obligation of the Borrower to pay such amount of interest on that portion of the A Loan and/or B Loan to which such Note relates.

3.4.7 Payment of the principal amount of the A Loan and/or (if applicable) the B Loan shall pro tanto discharge the obligation of the Borrower to repay the principal amount of the Note or Notes relating to that portion of the A Loan and/or (if applicable) the B Loan, and payment of interest accrued on the A Loan and/or (if applicable) the B Loan, shall pro tanto discharge the obligation of the Borrower to pay such amount of interest in respect of the Note or Notes relating to the A Loan and/or (if applicable) the B Loan to which such interest relates.

Section 3.5 IDB’s Determination Final. IDB’s internal records regarding payments made on account of the Obligations shall be final and conclusive and shall bind the Borrower unless the Borrower proves to IDB’s satisfaction that the determination involved manifest error; provided that the failure of IDB to maintain such accounts or any error therein shall not in any manner reduce or limit the obligation of the Borrower to repay the Loan in accordance with the terms of this Agreement.

Section 3.6 Voluntary and Mandatory Prepayments.

3.6.1 Voluntary Prepayments. The Borrower may voluntarily prepay, on any Interest Payment Date, any of the Loan principal amount outstanding, in accordance with the following:

3.6.1.1 the Borrower shall deliver to IDB, at least thirty (30) Business Days prior to the relevant Interest Payment Date, a Prepayment Notice which shall set forth the relevant Interest Payment Date and the amount of principal of the Loan to be paid on such date;

3.6.1.2 the Borrower shall concurrently pay (a) all accrued interest on the Loan; (b) all accrued Increased Costs (if any) on that part of the Loan; (c) the amount payable (if any) in respect of such prepayment pursuant to Section 3.14.1.2 (Costs, Expenses and Losses); (d) the amount of any prepayment fee in respect of such prepayment pursuant to Section 3.7 (Applications of Prepayments; Prepayment Fee); (e) Fixed Rate Prepayment Costs (if any) in respect of such prepayment; and (f) all other Obligations then due and payable;

3.6.1.3 the principal amount of the Loan prepaid shall be an amount equal to at least three million Dollars (US$3,000,000), provided any amount prepaid concurrently therewith in excess of such three million Dollars (US$3,000,000) shall be in an amount no less than whole multiples of one million Dollars (US$1,000,000); and

3.6.1.4 the Borrower shall deliver to IDB prior to the date of prepayment, evidence satisfactory to IDB that all necessary Authorizations, if any, with respect to the prepayment have been obtained.

A Prepayment Notice is irrevocable. Upon delivery of a Prepayment Notice in accordance with this Section 3.6.1 (Voluntary Prepayments), the Borrower shall be obligated to make the prepayment in accordance with the terms of that notice and the amount stated to be prepaid shall become due and payable on the Interest Payment Date specified for such prepayment.

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3.6.2 Mandatory Prepayments.

3.6.2.1

Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized Subsidiary. The Borrower shall be obligated to make a mandatory prepayment of all Obligations, including the principal balance of, and accrued interest on, the Loan, upon the occurrence of (a) any Change of Control, (b) any Unauthorized Share Transfer, (c) any Unauthorized Merger and/or (d) the creation by the Borrower of any Unauthorized Subsidiary. Prepayment required by this Section 3.6.2.1 (Change of Control; Unauthorized Share Transfer; Unauthorized Merger; Unauthorized Subsidiary) shall be due and payable within five (5) days after the occurrence of such Mandatory Prepayment Event resulting in such prepayment being required.

3.6.2.2

Pledged Green Loan Prepayment Event.

3.6.2.2.1

Subject to the terms and conditions of this Section 3.6.2.2 (Pledged Green Loan Prepayment Event), the Borrower shall be obligated to make a mandatory prepayment of the Obligations, including the principal balance of, and accrued interest on, the Loan, in the event that the total amounts prepaid (or to be prepaid) under any Prepaid Pledged Green Loans and the total amounts due under any Defaulted Pledged Green Loans and Nonconforming Pledged Green Loans, in the aggregate and calculated in each case as of any relevant determination date, either (a) (i) are equal to, or greater than, ten percent (10%) of the principal amount then outstanding under the Loan, and (ii) a Pledged Green Loan Curing Event has not occurred within ninety (90) days from such relevant determination date or (b) (i) are less than ten percent (10%) of the principal amount then outstanding under the Loan, and (ii) a Pledged Green Loan Curing Event has not occurred within three hundred and sixty (360) days from such relevant determination date (either, a Pledged Green Loan Prepayment Event).

3.6.2.2.2

The Borrower may during the relevant cure periods set forth in Section 3.6.2.2.1 above, redeploy the proceeds of amounts received or collected by the Borrower under such Prepaid Pledged Green Loans, Defaulted Pledged Green Loans and Nonconforming Pledged Green Loans (as applicable) to fund additional Eligible Sub-Loans and/or fund additional Eligible Sub-Loans in substitution thereof; provided that (i) the prior approval of the Banking Authority shall not be required therefor, (ii) the Borrower complies fully with all Banking Regulations, and (iii) all such additional Eligible Sub-Loans resulting from the redeployment of such proceeds or otherwise funded by the Borrower are pledged by the Borrower as part of the Security, in accordance with the terms hereof, including Section 6.1.15 (Pledged Green Loan Prepayment Event; Redeployment).

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3.6.2.2.3 Upon the occurrence of any Pledged Green Loan Prepayment Event (after expiration of the relevant above-described ninety (90) or three hundred and sixty (360) day period), the Borrower shall apply all proceeds prepaid to or collected by the Borrower (and not otherwise redeployed pursuant to any Pledged Green Loan Curing Event) under all Prepaid Pledged Green Loans, Defaulted Pledged Green Loans and/or Nonconforming Pledged Green Loans towards the payment (whether partial or in full, as applicable) of all Obligations under this Agreement.

3.6.2.3 Concurrent Payments. The Borrower shall concurrently with any prepayment described in Section 3.6.2.1 and/or (following expiration of applicable cure periods) Section 3.6.2.2, pay (a) all accrued interest on such prepaid amount to the date of receipt of such prepayment; (b) all accrued Increased Costs (if any) on the Loan; (c) the amount payable (if any) in respect of such prepayment pursuant to Section 3.14 (Costs, Expenses and Losses); (d) the amount of any prepayment fee in respect of such prepayment due pursuant to Section 3.7 (Application of Prepayments; Prepayment Fee); (e) Fixed Rate Prepayment Costs (if any) in respect of such prepayment ; and (f) all other Obligations then due and payable.

Section 3.7 Application of Prepayments; Prepayment Fee.

3.7.1 Amounts of principal prepaid under Section 3.6 (Voluntary and Mandatory Prepayments) shall:

3.7.1.1 first, be allocated by IDB pro rata between the A Loan and, if applicable, the B Loan in proportion to their respective principal amounts outstanding; and

3.7.1.2 then, be applied by IDB to the outstanding installments of principal of the A Loan and to the outstanding installments of principal of the B Loan in the inverse order of maturity.

3.7.2 Any principal amount of the Loan prepaid under Section 3.6 (Voluntary and Mandatory Prepayments) may not be reborrowed.

3.7.3 A prepayment fee will be assessed on any amounts prepaid under Section 3.6 (Voluntary and Mandatory Prepayments) as set forth below:

3.7.3.1 with respect to the A Loan and, if applicable, the B Loan, during the period from the First Disbursement Date until the first (1^st) anniversary of the First Disbursement Date, an amount equal to two percent (2%) of any and all amounts prepaid on the Loan during such period;

3.7.3.2 with respect to the A Loan and, if applicable, the B Loan, after the first (1^st) anniversary of the First Disbursement Date and on or prior to the second (2^nd) anniversary of the First Disbursement Date, one and one half percent (1.5%) of the amount of the Loan prepaid; and

3.7.3.3 with respect to the A Loan and, if applicable, the B Loan, after the second (2^nd) anniversary of the First Disbursement Date and on or prior to the third (3^rd) anniversary of the First Disbursement Date, one percent (1%) of the amount of the Loan prepaid;

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provided that no prepayment fee shall be due if any amount of the Loan is prepaid on any day after the third (3^rd) anniversary of the First Disbursement Date; provided further that no prepayment fee shall be due in the event the Borrower prepays in full, (a) pursuant to Section 3.6.2.2 (Pledged Green Loan Prepayment Event) or (b) pursuant to Section 3.19.2 (Increased Costs), the outstanding amount of the A Loan.

Section 3.8 Charges and Fees. The Borrower shall pay to IDB the following fees:

3.8.1 a front-end fee (the Front-End Fee) due and payable to IDB in accordance with the Fee Letter dated on or about the Effective Date executed by the Borrower and IDB;

3.8.2 if applicable, a structuring fee in relation to the B Loan (the Structuring Fee) to be determined in a separate Fee Letter entered into between the Borrower and IDB after the Effective Date;

3.8.3 if applicable, an annual administration fee in relation to the B Loan (the Administration Fee) due and payable to IDB in accordance with the Fee Letter dated on or about the Effective Date executed by the Borrower and IDB;

3.8.4 a commitment fee (the Commitment Fee) due and payable to IDB in accordance with the Fee Letter dated on or about the Effective Date executed by the Borrower and IDB;

3.8.5 if applicable, a paying agency fee in relation to the B Loan (the Paying Agency Fee), to be agreed upon, if applicable, among IDB, the Borrower and the Paying Agent; and

3.8.6 if applicable, any underwriting or similar fee in accordance with any agreement in respect thereof made by the Borrower with any Participant or underwriter in respect of any Participant.

Section 3.9 Currency and Place of Payment. Payments of all Obligations due to IDB shall be made in Dollars, in immediately available funds to IDB or the Paying Agent, if applicable, at the New York office of Deutsche Bank Trust Company Americas, Church Street Station, Account No. IDB-OC-04025213 (ABA # 021-001-033) Swift BKTRUS33XX for further credit to Receipt Account No. 2354A/OC-AR BCO GALICIA , Attention: MT-Foreign Section, by no later than 11:00 a.m. New York City time, or at such other bank or banks, in such place or places, as IDB shall from time to time designate; IDB may deem any payment, or part thereof, relating to the Loan that is received after that time as made on the next Business Day and, accordingly, with respect to the B Loan, interest shall accrue on the Participant(s)’ pro rata share of that payment with respect to which IDB is unable to make same day remittance to the Participant(s).

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Section 3.10 Judgment Currency.

3.10.1 This is an international loan transaction in which the specification of Dollars (the Specified Currency) or any Foreign Currency, as the case may be, and any payment in New York or the country of the Foreign Currency, as the case may be (the Specified Place), is of the essence, and the Specified Currency shall be the currency of account in all events relating to the Loan denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement and each other Financing Document shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transferred to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder or thereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder or under any other Financing Document in the Specified Currency into another currency (the Second Currency), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures IDB could purchase the Specified Currency with the Second Currency on the Business Day next preceding that on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to IDB hereunder shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by IDB of any sum adjudged to be due hereunder in the Second Currency to IDB, IDB may in accordance with normal banking procedures purchase an amount denominated in the Specified Currency with the amount denominated in the Second Currency so adjudged to be due, and transfer the Specified Currency so purchased to the Specified Place; and the Borrower, as a separate obligation and notwithstanding any such judgment, shall indemnify IDB on demand in the Specified Currency, any difference between the sum originally due to IDB in the Specified Currency and the amount of the Specified Currency so purchased and transferred.

3.10.2 Notwithstanding the terms of Section 3.10.1 (Judgment Currency), IDB may require the Borrower to pay (or reimburse IDB) in any Foreign Currency for:

3.10.2.1	any Taxes and other amounts payable under Section 3.13 (Taxes); and
3.10.2.2	any fees, costs and expenses payable under Section 3.8 (Charges and Fees) or Section 3.14 (Costs, Expenses and Losses);

in each case to the extent such amounts are payable in such other Foreign Currency.

Section 3.11 Allocation of Partial Payments. If IDB at any time receives less than the full amount then due to it in respect of the Obligations, IDB shall have the right (as between IDB and the Borrower) to allocate and apply such payment in any way or manner and for such purpose or purposes under this Agreement or any other Financing Document as IDB in its discretion determines, notwithstanding any instruction that the Borrower may give to the contrary.

Section 3.12 Late Charges.

3.12.1 Without limiting the remedies available to IDB under this Agreement, any other Financing Document or otherwise, and to the extent permitted by Applicable Law, if the Borrower fails to make any payment of principal or interest (including interest payable pursuant to this Section 3.12 (Late Charges)) or any fees, expenses and other Obligations of the Borrower, in each case when due as specified in this Agreement (whether at stated maturity or upon acceleration), then, so long as such amount shall be overdue, the Borrower shall pay interest on the amount of that payment due and unpaid at the rate which shall be the sum of (a) two percent (2%) per annum plus the A Loan Interest Rate (with respect to amounts relating to the A Loan) and (b) two percent (2%) per annum plus the B Loan Interest Rate (with respect to amounts relating to the B Loan).

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3.12.2 Interest at the rates referred to in Section 3.12.1 (Late Charges) shall accrue from and including the date the payment was due until the date on which such payment is made in full but excluding the date on which IDB actually receives the payment (after as well as before judgment) and shall be payable on demand or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

Section 3.13 Taxes.

3.13.1 The Borrower acknowledges that under the Agreement Establishing the Inter-American Development Bank dated December 30, 1959, IDB and its Property, income and transactions are immune from all Taxes imposed by IDB Members.

3.13.2 Notwithstanding the foregoing, the Borrower shall pay or cause to be paid all Taxes and other liabilities of whatsoever nature (other than any Taxes imposed on or measured by net income) imposed on or in connection with the payment of any Obligation by any Authority of the Borrower’s Country or any Authority of any other jurisdiction from or through which any such payment is made (including payments made by IDB to the Participant(s) under the respective Participation Agreement(s)) (all such Taxes and liabilities, collectively, Transaction Taxes).

3.13.3 All payments by the Borrower under this Agreement or under any other Financing Document shall be made free and clear of and without deduction or withholding for or on account of any Transaction Taxes. If the Borrower is required by Applicable Law or otherwise to deduct or withhold any Transaction Taxes from any such payment (a) the amount payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional amounts payable under this Section 3.13 (Taxes)) IDB receives the full amount it would have received had no such deduction or withholding been required, and (b) the Borrower shall make such deduction or withholding and shall pay the full amount deducted or withheld to the relevant Authority in accordance with Applicable Law.

3.13.4 The Borrower shall pay any stamp, recording, documentary or similar Taxes and all other charges or levies payable on or in connection with the execution, delivery, registration, consularization, translation, notarization or enforcement of this Agreement and the other Financing Documents (collectively, Other Taxes).

3.13.5 The Borrower shall furnish to IDB, within thirty (30) days after the date the payment of any Transaction Taxes or Other Taxes is due, certified copies of receipts evidencing such payment by the Borrower or, if such receipts are not obtainable, other evidence of such payments by the Borrower satisfactory to IDB.

Section 3.14 Costs, Expenses and Losses.

3.14.1 If IDB or the Participant(s) shall incur any cost, expense or loss as a result of the Borrower’s:

3.14.1.1 failing to (a) pay any Obligations on the due date; (b) borrow in accordance with any Disbursement Request; (c) make any prepayment in accordance with a notice of prepayment pursuant to Section 3.6 (Voluntary and Mandatory Prepayments); or (d) make any repayment or prepayment required pursuant to Section 3.3 (Repayment) or Section 3.20 (Illegality), as the case may be;

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3.14.1.2 prepaying all or any portion of the Loan principal amount on a date other than a Loan Repayment Date; or

3.14.1.3 canceling any or all of the Loan pursuant to Section 3.15 (Suspension or Cancellation by IDB) or Section 3.16 (Cancellation by the Borrower);

then the Borrower shall immediately pay, in Dollars, to IDB the amount that IDB shall notify to the Borrower from time to time as being the aggregate of such actual costs, expenses and losses.

3.14.2 For the purposes of this Section 3.14 (Costs, Expenses and Losses), “costs, expenses or losses” include any interest paid or payable to cover any unpaid amount, any “broken funding” or hedge liquidation costs and any loss, premium, penalty or expense that may be incurred in liquidating or employing deposits of or borrowings from third parties in order to make, maintain or fund all or any part of the Loan or Participation (but, in each case, after taking into account any Fixed Rate Prepayment Costs received by IDB under Section 3.17 (Fixed Rate Prepayment Costs for Prepayment of A Loan), and, in the case of a late payment, after taking into account any late payment interest received by IDB under Section 3.12 (Late Charges)).

Section 3.15 Suspension or Cancellation by IDB.

3.15.1 IDB may, by notice to the Borrower, suspend the right of the Borrower to Disbursements or cancel all or any portion of the undisbursed balance of the Loan if:

3.15.1.1	the first Disbursement has not been made by the Commitment Termination Date, or such other date as the parties may agree;
3.15.1.2	any Default has occurred and is continuing; or
3.15.1.3	the Borrower’s Country ceases to be an IDB Member.

3.15.2 Upon the giving of such notice, the right of the Borrower to any further Disbursements shall be suspended (for such period and on such conditions as determined by IDB in its discretion) or cancelled, as the case may be. The exercise by IDB of its right of suspension shall not preclude IDB from exercising its right of cancellation, either for the same or any other reason, and shall not limit any other rights of IDB under any other provision of this Agreement or any of the other Financing Documents.

Section 3.16 Cancellation by the Borrower.

3.16.1 The Borrower may, by notice to IDB, irrevocably request IDB to cancel the undisbursed portion of the Loan on the date specified in such notice (which shall be a date not earlier than fifteen (15) Business Days after the date of that notice).

3.16.2 IDB shall, by notice to the Borrower, cancel the undisbursed portion of the Loan effective as of such specified date if IDB has received payment of all fees and other Obligations accrued (whether or not then due and payable) up to such specified date.

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Section 3.17 Fixed Rate Prepayment Costs for Prepayment of the A Loan.

3.17.1 If at any time while the amounts outstanding under the A Loan bear interest at the A Loan Fixed Interest Rate, all or any portion of the A Loan is prepaid, in accordance with Section 3.6 (Voluntary and Mandatory Prepayments), Section 3.19 (Increased Costs), Section 3.20 (Illegality), or Section 7.1 (General Acceleration Terms and Conditions) then, on the date of such prepayment, the Borrower shall pay IDB an amount (the Fixed Rate Prepayment Costs) equal to: (a) in the case of a prepayment of the outstanding Loan in full, an amount in Dollars equal to the cost of breakage of funds, termination costs and other unwinding costs incurred by IDB, if positive, as determined by IDB on the basis of the most favorable costs to the Borrower out of at least three (3) firm quotations from dealers in the Dollar swap market selected by IDB in good faith, taking into account the principal repayment schedule, the Term Date and the final maturity date for the Loan (with any necessary determinations being made by IDB); or (b) in the case of a partial prepayment of the A Loan, a proportion of such costs determined in accordance with subclause (a) above equal to the proportion that the amount of the A Loan being prepaid bears to the amount of the A Loan then outstanding.

3.17.2 IDB’s determination of the Fixed Rate Prepayment Costs shall be final and conclusive and bind the Borrower unless the Borrower proves to IDB’s satisfaction that the determination involved manifest error.

Section 3.18 Terms and Conditions Applicable to Cancellation or Suspension.

3.18.1 Upon any cancellation, the Borrower shall pay to IDB all fees and other Obligations accrued (whether or not then due and payable) up to the date of any such cancellation, including any amounts owed pursuant to Section 3.14 (Costs, Expenses and Losses).

3.18.2 The Commitment Fee applicable to any undisbursed and uncancelled portion of the Loan shall continue to accrue and be payable during any suspension of IDB’s obligations to make Disbursements pursuant to Section 3.15 (Suspension or Cancellation by IDB).

3.18.3 The undisbursed portion of the Loan shall be automatically reduced by the portion of the Loan cancelled under Section 3.15 (Suspension or Cancellation by IDB) or Section 3.16 (Cancellation by the Borrower). Such reduction shall be applied pro rata to the A Loan and, if applicable, the B Loan.

Section 3.19 Increased Costs.

3.19.1 On each Interest Payment Date the Borrower shall pay, in addition to interest and principal, if applicable, on the Loan, the amount that IDB from time to time notifies to the Borrower in an Increased Costs Certificate as being the aggregate Increased Costs of IDB or the Participant(s) accrued and unpaid prior to such Interest Payment Date.

3.19.2 If the Borrower is required to pay any Increased Costs pursuant to Section 3.19.1 (Increased Costs), it may prepay, in whole, but not in part, that part of the Loan with respect to which the Increased Costs is incurred. Such prepayment shall be made in accordance with Section 3.6 (Voluntary and Mandatory Prepayments) except that provisions with respect to the timing of any prepayment set forth in Section 3.6.1.1 (Voluntary Prepayments) and the minimum prepayment amount set forth in Section 3.6.1.3 (Voluntary Prepayments) shall not apply.

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Section 3.20 Illegality. Notwithstanding anything to the contrary contained in this Agreement, if, after the Effective Date, any change made in any Applicable Law or the interpretation or application thereof by any Authority (a Relevant Change) makes it unlawful for IDB or the Participant(s) to continue to maintain or to fund the Loan or the relevant Participation, as the case may be, or any portion thereof:

3.20.1 the Borrower shall, upon request by IDB immediately prepay in full that portion of the Loan that IDB advises is so affected;

3.20.2 concurrently with a prepayment pursuant to Section 3.20.1 (Illegality), the Borrower shall pay (a) all accrued interest on the Loan; (b) all accrued Increased Costs (if any) on that portion of the Loan being prepaid; (c) the amount payable (if any) in respect of such prepayment pursuant to Section 3.13 (Taxes) and Section 3.14.1.2 (Costs, Expenses and Losses); (d) the Fixed Rate Prepayment Costs (if any) in respect of such prepayment; and (e) all other Obligations then due and payable;

3.20.3 the Borrower shall take all reasonable steps to obtain, as quickly as possible after receipt of IDB’s request for prepayment, the Authorizations referred to in Section 3.6.1.4 (Voluntary Prepayments) if any such Authorizations are then required; and

3.20.4 the Borrower’s right to Disbursement of the undisbursed balance of all or any portion of the Loan that IDB advised is affected by the Relevant Change shall terminate upon the Borrower’s receipt of IDB’s request for prepayment under this Section 3.20 (Illegality).

Section 3.21 Reimbursement of Expenses. The Borrower shall pay to IDB, or as IDB may direct:

3.21.1 all fees and expenses of IDB’s counsel in the Borrower’s Country and in the United States of America reasonably incurred in connection with IDB’s financing provided for in this Agreement including:

3.21.1.1	the preparation, review, execution, official translation and registration of this Agreement and any other documents or matters related to it;
3.21.1.2	the giving of any legal opinions required by IDB under this Agreement; and

3.21.1.3 the administration by IDB of the Loan or otherwise in connection with any amendment, supplement or modification to, or waiver under, this Agreement;

3.21.2 the fees and expenses of the Paying Agent as provided in the Paying Agency Agreement, if any;

3.21.3 all costs and expenses incurred by IDB, including legal and other professional consultants’ fees on a full indemnity basis, in relation to efforts to enforce and/or protect its rights under this Agreement and the other Financing Documents, and the exercise of its rights or powers consequent upon or arising out of the occurrence of any Default or Event of Default; and

3.21.4 the out-of-pocket expenses (including travel and subsistence expenses) incurred by IDB in relation to IDB’s portfolio management and its annual Loan supervision review, including the supervision of compliance with the Environmental and Social Requirements and all other environmental and social provisions of this Agreement, payable upon receipt of a statement of those expenses from IDB, not to exceed fifteen thousand Dollars ($15,000) during any calendar year after the Effective Date except if a Default or Event of Default shall then be in existence.

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Part 2: A Loan and B Loan Interest Rate Provisions

Section 3.22 A Loan Interest.

3.22.1 General Provisions. Subject to Section 3.12 (Late Charges), the Borrower shall pay interest on the outstanding principal amount of the A Loan from time to time in accordance with this Section 3.22 (A Loan Interest). For so long as any amounts remain outstanding under the A Loan, the following terms shall apply:

3.22.1.1 Interest on the A Loan shall accrue from day to day for any Interest Period from and including the first day of such Interest Period to, but excluding, the last day of such Interest Period computed on the basis of actual number of days elapsed and a year of three hundred and sixty (360) days and be payable in arrears on the Interest Payment Date falling at the end of that Interest Period; provided that with respect to any A Loan Disbursement made less than ten (10) Business Days before an Interest Payment Date, interest on that Disbursement shall be payable commencing on the second Interest Payment Date following the date of that Disbursement.

3.22.1.2 IDB’s determination, from time to time, of the A Loan Interest Rate shall be final and conclusive and bind the Borrower unless the Borrower proves to IDB’s satisfaction that the determination involved manifest error.

3.22.2 Disbursement Date A Loan Variable Interest Rate. If the A Loan is to bear interest at the A Loan Variable Interest Rate pursuant to Section 3.2.1 (Disbursement Procedure) and subject to Section 3.24 (Change in Interest Period), the following terms shall apply:

3.22.2.1 During each Interest Period, the A Loan (or, with respect to the first Interest Period for any A Loan Disbursement, the amount of that Disbursement) shall bear interest at the A Loan Variable Interest Rate for that Interest Period.

3.22.2.2 The variable interest rate applicable to each Disbursement of the A Loan for any Interest Period shall be the rate that is the sum of:

3.22.2.2.1 the LIBOR on the Interest Rate Determination Date for that Interest Period; plus

3.22.2.2.2 the Applicable Spread (A Loan Variable Interest Rate).

3.22.2.3 For so long as any amounts outstanding under the A Loan accrue interest at the A Loan Variable Interest Rate, on each Interest Rate Determination Date for any Interest Period, IDB shall determine the A Loan Interest Rate applicable to that Interest Period and promptly notify the Borrower of such rate.

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3.22.3 Disbursement Date A Loan Fixed Interest Rate. If the A Loan is to bear interest at the A Loan Fixed Rate pursuant to Section 3.2.1 (Disbursement Procedure) and subject to Section 3.24 (Change in Interest Period), each Disbursement Tranche of the A Loan shall:

3.22.3.1 if the Disbursement Date on which such Disbursement Tranche is funded is an Interest Payment Date, bear interest on and after such Disbursement Date at the A Loan Fixed Interest Rate; or

3.22.3.2 if the Disbursement Date on which such Disbursement Tranche is funded is a date other than an Interest Payment Date, bear interest:

3.22.3.2.1 at the Applicable LIBOR on the relevant Interest Rate Determination Date plus the Applicable Spread, from and including such Disbursement Date to but excluding the next occurring Interest Payment Date; and

3.22.3.2.2 at the A Loan Fixed Interest Rate, from and including the next Interest Payment Date.

3.22.4 The A Loan Fixed Interest Rate applicable to each Disbursement Tranche for any Interest Period shall be the rate that is the sum of:

3.22.4.1	the Disbursement Swap Market Fixed Rate as of the relevant Interest Rate Determination Date; plus
	3.22.4.2 the Applicable Spread (the A Loan Fixed Interest Rate).

Section 3.23 B Loan Interest.

Subject to Section 3.12 (Late Charges), the Borrower shall pay interest on the outstanding principal amount of the B Loan, if any, from time to time in accordance with this Section 3.23 (B Loan Interest).

3.23.1 Interest on the B Loan shall accrue from day to day for any Interest Period from and including the first day of such Interest Period to, but excluding, the last day of such Interest Period computed on the basis of actual number of days elapsed and a year of three hundred and sixty (360) days and be payable in arrears on the Interest Payment Date falling at the end of that Interest Period; provided that with respect to any B Loan Disbursement made less than ten (10) Business Days before an Interest Payment Date, interest on that Disbursement shall be payable commencing on the second Interest Payment Date following the date of that Disbursement.

3.23.2 During each Interest Period, the B Loan (or, with respect to the first Interest Period for each B Loan Disbursement, the amount of that Disbursement) shall bear interest at the B Loan Interest Rate for that Interest Period.

3.23.3 Subject to Section 3.24 (Change in Interest Period), the B Loan Interest Rate for any Interest Period shall be the rate that is the sum of:

3.23.3.1	the LIBOR on the Interest Rate Determination Date for that Interest Period; plus
3.23.3.2	the Applicable Spread.

3.23.4 On each Interest Rate Determination Date, IDB shall determine the B Loan Interest Rate applicable to that Interest Period and promptly notify the Borrower of such rate.

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3.23.5 IDB’s determination, from time to time, of the B Loan Interest Rate shall be final and conclusive and shall bind the Borrower unless the Borrower proves to IDB’s satisfaction that the determination involved manifest error.

Section 3.24 Change in Interest Period. Without prejudice to the terms of Section 3.12 (Late Charges), if at any time while amounts are outstanding under the A Loan or the B Loan, the Borrower fails to pay any amount of principal of, or interest on, either such Loan when due (whether at stated maturity or upon acceleration), and any part of that amount remains unpaid on the third (3^rd) Business Day immediately preceding any Interest Payment Date falling after that amount became due, then:

3.24.1 IDB may elect that the duration of the Interest Period in respect of the A Loan or the B Loan, as applicable, commencing on that Interest Payment Date and, subject to Section 3.24.3 (Change in Interest Period), any subsequent Interest Period shall be a duration shorter than six (6) months and shall notify the Borrower of such election and the duration of such Interest Periods; provided that the Borrower shall be required to obtain and provide IDB with copies of all relevant Authorizations required under Applicable Law in respect of such change in Interest Period prior to such change in Interest Period coming into effect;

3.24.2 the A Loan Interest Rate and, if applicable, the B Loan Interest Rate applicable to any such Interest Period shall be determined in accordance with Section Section 3.22 (A Loan Interest) and Section 3.23 (B Loan Interest) respectively; and

3.24.3 unless a Default has occurred and is continuing, IDB shall reinstate Interest Periods of six (6) months as of the first Interest Payment Date falling at least three (3) Business Days after the payment default is remedied in full and shall inform the Borrower of such reinstatement; provided that the Borrower shall be required to obtain and provide IDB with copies of all relevant Authorizations required under Applicable Law in respect of such change in Interest Period prior to such change in Interest Period coming into effect.

Section 3.25 Market Disruption.

3.25.1 If (i) no quotations are received from banks in London or New York in accordance with subclauses 1.1.113.1 or 1.1.113.2 of the definition of LIBOR above or (ii) with respect to the Loan, IDB determines (on its own or at the request of the Required Participants) that LIBOR for any Interest Period will not adequately reflect the cost of making, funding or maintaining the Loan (each of the circumstances described in clauses (i) or (ii) above, a Market Disruption Event), IDB shall notify the Borrower of the Alternate Base Rate applicable to the Loan for such Interest Period, and such Alternate Base Rate shall be used in place of Applicable LIBOR in calculating the A Loan Interest Rate and B Loan Interest Rate for such Interest Period. Any Alternate Base Rate applied per this Section 3.25.1 (Market Disruption) shall cease to be used in place of Applicable LIBOR for any Interest Period following notice from IDB to the Borrower that the Market Disruption Event no longer exists.

3.25.2 Upon the occurrence of a Market Disruption Event, IDB may elect to use Applicable LIBOR, rather than the Alternate Base Rate, in calculating the A Loan Interest Rate applicable to the A Loan or the relevant Disbursement thereof (as applicable).

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Article IV.

Representations and Warranties

Section 4.1 Representations. The Borrower represents and warrants as of the Effective Date and each Disbursement Date that:

4.1.1 Organization; Powers. The Borrower is a sociedad anónima duly authorized as such under the Banking Regulations and a financial institution duly organized and validly existing under the Applicable Law of the Borrower’s Country. The Borrower has all requisite corporate power and authority and all requisite Authorizations to own its Property, conduct its business in any jurisdiction in which it conducts business or own or leases assets and, in any event, is in compliance with the Applicable Law of such jurisdiction governing the Borrower’s conduct of business therein. The Borrower has all requisite power and authority and all requisite Authorizations to enter into, incur, execute, deliver, and comply with its obligations under this Agreement, the Notes and the other Financing Documents, or will, in the case of any Financing Document not executed as at the Effective Date, when that Financing Document is executed, have the requisite corporate power and authority to enter into, execute, deliver and comply with its obligations under, that Financing Document.

4.1.2 Due Authorization. The execution, delivery and performance of this Agreement and the other Financing Documents have been approved by the Borrower’s Board of Directors and all other necessary corporate or other organizational action.

4.1.3 Enforceability. Each Financing Document to which the Borrower is a party constitutes, or will, when executed and delivered, constitute, a valid and legally binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms subject to applicable intervention, temporary intervention or liquidation regimes, bankruptcy, insolvency, moratorium, receivership and other similar laws from time to time in effect affecting creditors’ rights generally.

4.1.4 No Violation. The execution and delivery by the Borrower of any Financing Document to which it is a party, the compliance by the Borrower with its provisions and the consummation and fulfillment of, and compliance with, any other transactions contemplated herein do not:

4.1.4.1 contravene any Applicable Law, or any Authorization;

4.1.4.2

contravene or result in any breach of any of the provisions of, or constitute a default or require any consent under the terms of, or result in the creation of any Lien (other than the Liens in favor of IDB created pursuant to the Security Documents) under, any indenture, mortgage, deed of trust, agreement or other arrangement to which the Borrower is a party, by which it is bound or to which it or its Property may be subject or any order, injunction, writ or decree of any Authority or any arbitral award to which the Borrower or its Property is subject; or

4.1.4.3

violate the provisions of the Borrower’s Organizational Documents.

The Borrower is not a party to, nor is it bound by, or in breach or violation of, any indenture or other agreement or instrument, or subject to or in violation of, any Applicable Law.

4.1.5 Compliance. The Borrower is in compliance with all Applicable Law including the Banking Regulations, all Foreign Assets Control and Anti-money Laundering Laws and with any regulations related to Prohibited Practices and has instituted, maintains and complies with internal procedures and controls satisfactory to IDB.

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4.1.6 Environmental and Social Compliance.

4.1.6.1 Except for any non-compliance disclosed to IDB in writing and explained to the satisfaction of IDB, the Borrower is in compliance with all Environmental and Social Requirements; and

4.1.6.2 There are no claims or material unmitigated impacts or risks with respect to Environmental or Social Matters related to the Borrower, or to the best of the Borrower’s knowledge, related to Eligible Sub-Borrowers and Eligible Sub-Loans.

4.1.7 No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation by the Borrower of the transactions contemplated by this Agreement or the other Financing Documents. The Borrower is not in default under or with respect to any indenture, mortgage, deed of trust, agreement or other arrangement that has, either individually or in the aggregate, or could reasonably be expected to have, a Material Adverse Effect.

4.1.8 Litigation.

4.1.8.1 No action, suit, other legal proceeding, arbitral proceeding, administrative proceeding, investigation or other claim before or of any Authority is presently in progress or pending against the Borrower, or, to the best of the Borrower’s knowledge, has been threatened against the Borrower, which:

4.1.8.1.1 relates to or arises under a Financing Document or the transactions contemplated thereby; or

4.1.8.1.2 by itself or together with any other such proceeding or claim, has had or could reasonably be expected to have a Material Adverse Effect; and

4.1.8.2 No judgment, order or award has been issued which has had or could reasonably be expected to have a Material Adverse Effect.

4.1.9 Payment of Taxes.

4.1.9.1 The Borrower has filed timely, or caused to be filed timely, all Tax Returns required to be filed by it and has paid, or caused to be paid, all Taxes due and payable by it whether shown to be due and payable on such Tax Returns or on any assessment received by it or otherwise, except to the extent any such Taxes are being diligently contested by appropriate proceedings in good faith and with respect to which adequate reserves have been established on the books of the Borrower in accordance with Accounting Principles.

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4.1.9.2 All Taxes required to be deducted or withheld from payments by the Borrower have been timely and duly deducted or withheld and properly paid to the appropriate Authority.

4.1.10 Applicable Taxes.

4.1.10.1 Under the Applicable Law of the Borrower’s Country, the Borrower is not required to deduct or withhold Taxes from any payment to be made by it under this Agreement or any other Financing Document.

4.1.10.2 No Taxes or Other Taxes are required to be paid on or in connection with the execution, delivery, registration, notarization or enforcement of this Agreement or any other Financing Document other than Other Taxes for which the Borrower is liable under Section 3.13 (Taxes).

4.1.10.3 Neither the execution, delivery, registration, notarization or enforcement of any Financing Document, nor the consummation of any of the transactions contemplated thereby will result in any Tax (exclusive of Taxes on net income) being imposed by any Authority of the Borrower’s Country upon or with respect to IDB, the Participant(s) or the Paying Agent.

4.1.11 Financial Statements.

4.1.11.1 The Financial Statements as at and for the annual period ending on December 31, 2009 and for the Financial Quarter ending on June 30, 2010 already delivered to IDB were prepared from and are in accordance with the Borrower’s books and records and give a true and fair view of the financial position of the Borrower as of the date thereof and the results of its operations and cash flow for the annual period then ended, all in conformity with Accounting Principles.

4.1.11.2 Such Financial Statements disclose all liabilities (contingent or otherwise) of the Borrower and the reserves, if any, for such liabilities and all unrealized or anticipated liabilities or losses arising from commitments entered into by the Borrower (whether or not such commitments have been disclosed in such Financial Statements).

4.1.12 No Material Adverse Effect. Since the date set forth in the most recent Financial Statements supplied by the Borrower to IDB, there has been no condition or event which has had or could be reasonably expected to have a Material Adverse Effect.

4.1.13 Provision of Information, Etc.

4.1.13.1 The written information provided by the Borrower to IDB (other than opinions, projections and other forward-looking statements) was on its date of issue and continues to be true, complete and accurate in all material respects and is not misleading in any material respect nor is any information omitted from such information which would make it misleading in any material respect (except in each case to the extent that the Borrower has provided written updates or amendments to such previously furnished information due to changes in circumstance subsequent to the provision of such information).

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4.1.13.2 The opinions, projections, and other forward-looking statements included in such information provided to IDB and the assumptions on which they are based were diligently arrived at and provided by the Borrower in good faith and represented the Borrower’s views as at the date on which they were prepared.

4.1.13.3 No event has occurred since the date of provision of written information to IDB which has rendered its contents materially untrue, inaccurate or incomplete (except to the extent that the Borrower has provided written updates or amendments to such previously furnished information due to changes in circumstance subsequent to the provision of such information).

4.1.14 Legal Form; Enforceability. This Agreement and the other Financing Documents to which the Borrower is a party are, or when duly executed and delivered will be, in proper legal form under Applicable Law of the Borrower’s Country for the enforcement thereof under such laws. In accordance with the Applicable Law of the Borrower’s Country: (a) the preparation of an official translation by an approved translator into Spanish of this Agreement, or any other Financing Document, as applicable, written in English; (b) the notarization of the signatures of the parties and the certification of the power of all relevant signatories to the Financing Documents; (c) the consularization and legalization by the relevant Argentine Authorities, as applicable, of this Agreement or the other Financing Documents, as applicable; (d) the execution of each of the Security Agreement and the Administration and Control Agreement by all parties thereto and the creation and perfection of the Security pursuant to the Security Documents, and (e) all other formalities required in the Borrower’s Country for the validity and enforceability of this Agreement, the Security Documents and the other Financing Documents will have been performed, and no additional notarization, registration, recording, filing or other formalities with any court or other Authority in the Borrower’s Country will be required for the validity and enforceability of each of the Security Documents and the other Financing Documents.

4.1.15 Senior Obligations. The Obligations will at all times be senior, secured, direct, general and unconditional obligations of the Borrower and rank in all respects at least pari passu with all unsecured obligations and unsubordinated debts of the Borrower outstanding at any time.

4.1.16 Consents and Approvals. No Authorization is required for the execution, delivery and performance by the Borrower of this Agreement or any other of the Financing Documents or the consummation of the transactions contemplated hereby or thereby.

4.1.17 Availability and Transfer of Foreign Currency. No foreign exchange control approvals or other Authorizations are required to ensure the availability of Dollars to enable the Borrower to perform all of its obligations under each Financing Document to which it is a party in accordance with the terms thereof. There are no restrictions or requirements that limit the availability or transfer of foreign exchange for the purpose of the performance by the Borrower of its respective obligations under this Agreement or any other Financing Document to which it is a party.

4.1.18 Investment Company. Neither the Borrower nor any of its Subsidiaries is subject to regulation as an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.1.19 No Reliance. The Borrower has made its own independent decisions to enter into the Financing Documents to which it is a party, and as to whether the Loan is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including legal counsel and accountants) as it has deemed necessary. The Borrower is not relying upon any advice from IDB as to any aspect of the Loan, including the legal, accounting or tax treatment of the Loan.

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4.1.20 Location of Office; Books and Records. On the Effective Date, the Borrower’s principal offices are, and have been, located at Tte. Gral. Juan Domingo Perón 407 (C1038AAI) City of Buenos Aires, Republic of Argentina. The location where the Borrower keeps its books and records is at its principal offices. The Borrower has no trade name and has not operated under any trade name.

4.1.21 Bankruptcy; Insolvency; Winding-up. The Borrower has not taken any corporate action nor have any other legal steps been taken or legal proceedings been commenced or, to the best of the Borrower’s knowledge, threatened against the Borrower seeking the submission of the Borrower to a temporary intervention regime, surveillance, intervention or liquidation regime, a reorganization, moratorium, arrangement, adjustment, concurso or composition or for the appointment of a receiver, liquidator, assignee, sequestrator, síndico, interventor (or similar official) in relation to any part of its Property, or for the winding up, dissolution or re-organization of the Borrower or of any or all of the Borrower’s Property. The Borrower is solvent and will not be rendered insolvent by the Loan and, after giving effect to the Loan, will not be left with an unreasonably small amount of capital with which to engage in its business.

4.1.22 Subsidiaries. As of the Effective Date, the Borrower has no Subsidiaries, except: (i) Galicia Factoring y Leasing S.A. (in liquidation), Tarjetas Regionales S.A., Galicia Valores S.A. Sociedad de Bolsa, Galicia Administradora de Fondos S.A., Compañía Financiera Argentina S.A., Tarjetas Cuyanas S.A., Tarjeta Naranja S.A., Tarjetas del Mar S.A., Cobranzas y Servicios S.A., Cobranzas Regionales S.A. and Universal Processing Center S.A., each of said Persons being a company organized under the laws of the Borrower’s Country; (ii) Banco Galicia Uruguay S.A. (in liquidation), being a company organized under the laws of Uruguay; (iii) Galicia (Cayman) Limited, being a company organized under the laws of the Cayman Islands; and, (iv) Tarjeta Naranja Dominicana S.A., being a company organized under the laws of the Dominican Republic.

4.1.23 Choice of Law; Consent to Jurisdiction. Under the Applicable Law of the Borrower’s Country, the choice of the law of New York to govern this Agreement and the other Financing Documents subject to such laws is valid and binding. The consent to the jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and the courts of the United States for the Southern District of New York, by the Borrower in Section 8.10.2 (Applicable Law and Jurisdiction) is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Section 8.10.4 and 8.10.6 (Applicable Law and Jurisdiction) will be effective to confer personal jurisdiction over the Borrower in such courts.

4.1.24 Absence of Prohibited Practices. None of the Borrower, its Affiliates and any other Person acting on their behalf has committed or engaged in any Prohibited Practices.

4.1.25 Financial Covenants. The Borrower is in compliance with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants) and Section 6.2.1 (No Violation of Applicable Regulations).

4.1.26 Commercial Acts. The obligations of the Borrower under this Agreement and the Notes are commercial in nature and are subject to civil and commercial law, and the execution and performance of this Agreement and the Notes constitute private and commercial acts and not governmental or public acts, and the Borrower is subject to legal action in respect of its Obligations.

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4.1.27 Insurance Coverage. The Borrower maintains insurance coverage with reputable insurance companies and in amounts and subject to coverage limits that meet market standards for financial institutions in the Borrower’s Country, including property and fire insurance, general liability insurance, theft insurance and insurance coverage that is required by the audit committee of the Borrower to be maintained under Applicable Law.

4.1.28 No Omissions. None of the representations and warranties in this Article IV (Representations and Warranties) omits any matter the omission of which makes any of such representations and warranties misleading.

4.1.29 Status of Security. The Security confers or will confer a first ranking and first priority Lien or other interest or right of the kind it purports to create over all of the Collateral, which shall be implemented and perfected in all respects (in accordance with the Security Documents) (a) with respect to all Eligible Sub-Loans pledged in favor of IDB as of the date of execution of the Security Agreement that will thereupon become Pledged Green Loans, not later than ten (10) Business Days from such date of execution by the Borrower of the Security Agreement and (b) with respect to all additional Eligible Sub-Loans that are required to be pledged by the Borrower hereunder after the date of execution of the Security Agreement, not later than ten (10) Business Days from the relevant date of execution by the Borrower of each of such additional Eligible Sub-Loans that will thereupon become Pledged Green Loans. None of the Liens or other interests or rights represented by the Security are liable to avoidance or subordination on liquidation, insolvency, intervention or any other bankruptcy, insolvency or intervention proceeding and will retain their status as first, prior and perfected Liens at all times. The Borrower has received no notice of any adverse claims by any Person in respect of its ownership or entitlement to the assets and rights assigned as collateral by the Security, and the Security and the distribution of the proceeds resulting from the enforcement of the Security shall be governed solely by the terms of the Security Documents. The Collateral is not, and will not at any time be, subject to any Lien (other than in favor of IDB under the Security Documents).

4.1.30 Status of Pledged Green Loans. Each loan pledged by the Borrower as Collateral pursuant to the Security Agreement is a Green Loan.

4.1.31 No Charter Amendments. The Charter has not been amended since June 26, 2006.

Section 4.2 Acknowledgment and Warranty. The Borrower acknowledges that it makes the representations and warranties contained in Section 4.1 (Representations) with the intention of inducing IDB to enter into this Agreement and the other Financing Documents (and the Participant(s) to enter into the Participation Agreement(s)) and that IDB has entered into this Agreement and the other Financing Documents (and the Participant(s) has entered or will enter, as the case maybe, into the Participation Agreement(s)) on the basis of, and in full reliance on, each such representation and warranty.

Section 4.3 Survival. All representations and warranties made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the Notes and the making of the Loan.

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Article V.

Conditions Precedent to Disbursement

Section 5.1 Conditions Precedent to First Disbursement. The obligation of IDB to make any Disbursement (including the first A Loan Disbursement) is subject to the fulfillment, in a manner satisfactory to IDB, not later than three (3) Business Days prior to or on the applicable Disbursement Date (or on the First Disbursement Date as specified below), of the following conditions:

5.1.1 Participant(s)’ Commitment. If applicable, IDB has received formal commitments from Participants to acquire one or more Participation(s) in an aggregate amount equal to the full amount of the B Loan, and such commitments shall be in full force and effect as evidenced by the due execution and delivery by each such Participant of a Participation Agreement.

5.1.2 Organizational Documents.

5.1.2.1 IDB has received copies of the Organizational Documents of the Borrower accompanied by a certificate substantially in the form of Exhibit J (Form of Borrower’s Certificate Regarding Organizational Documents) signed by an Authorized Representative of the Borrower certifying such copies as true and complete; and

5.1.2.2 the Organizational Documents of the Borrower are in form and substance satisfactory to IDB.

5.1.3 Directors’ Resolutions of the Borrower. IDB has received a copy of the resolutions of the board of directors of the Borrower, satisfactory in form and substance to IDB and certified substantially in the form of Exhibit K (Form of Borrower’s Certificate Regarding Directors’ Resolutions) by an Authorized Representative of the Borrower as being in full force and effect as of such Disbursement Date, authorizing:

5.1.3.1 the execution, delivery and performance of the Financing Documents to which the Borrower is a party; and

5.1.3.2 a specified Person or Persons to execute such Financing Documents.

5.1.4 Authorizations. IDB has received copies of all Authorizations in connection with the execution, delivery, validity and enforceability of the Financing Documents and the performance by each party thereto of its obligations thereunder, for the enforcement by IDB of its rights and remedies under the Financing Documents and for the remittance to IDB or its assigns in Dollars of all monies payable under or with respect to the Financing Documents, which shall be in form and substance satisfactory to IDB.

5.1.5 Incumbency of the Borrower. Unless the Borrower has previously delivered a Certificate of Incumbency and Authority to IDB, IDB has received a Certificate of Incumbency and Authority dated as of such Disbursement Date.

5.1.6 Financing Documents. Each Financing Document is in form and substance satisfactory to IDB and is unconditional and fully effective in accordance with its terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements). In the case of any Financing Document which has been executed and delivered in a language other than English, IDB has received an English translation thereof certified by a certified public translator to be true and complete, if IDB requests.

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5.1.7 Legal Opinions. IDB has received a legal opinion, opinions or concurring letters dated as of the Disbursement Date, addressed to IDB and in form and substance satisfactory to IDB, from:

5.1.7.1 the head of Borrower’s Legal Department, in the form of a letter concurring with the opinion set forth in Section 5.1.7.3 (Legal Opinions);

5.1.7.2 Andrews Kurth LLP, as special New York counsel to IDB, covering such matters incident to the transactions contemplated by the Financing Documents as IDB may reasonably require; and

5.1.7.3 Pastoriza Eviner Cangueiro Ruiz Buljevich Abogados, Borrower’s Country counsel to IDB, covering such matters incident to the transactions contemplated by the Financing Documents as IDB may reasonably require.

5.1.8 Accounting, Cost Control and Information. The Borrower has made arrangements satisfactory to IDB with respect to the appointment of independent public accountants as Auditors, and such Auditors have certified to IDB substantially in the form of Exhibit L (Form of Auditor’s Accounting, Cost Control and Information Certificate) that the Borrower’s accounting and cost control system and management information system are adequate for the purpose of the Borrower’s compliance with the reporting requirements set forth in this Agreement and with Accounting Principles.

5.1.9 Financial Statements. IDB has received copies of the Financial Statements referred to in Section 4.1.11 (Financial Statements).

5.1.10 Process Agent. IDB has received letters substantially in the form of Exhibit M (Form of Service of Process Letter) relating to the appointment of an agent for service of process by all Persons required to appoint such an agent under the Financing Documents, together with evidence satisfactory to IDB of each such process agent’s unconditional acceptance of such appointment and payment by the Borrower to each such process agent to act as such until the date six (6) months after the final Maturity Date of the Loan.

5.1.11 Authorization of Auditors. IDB has received a copy of the authorization to the Auditors, substantially in the form of Exhibit N (Form of Authorization to Auditors).

5.1.12 Environmental Matters; Delivery of Documents. The Borrower shall have delivered to IDB in form and substance satisfactory to IDB, the Environmental, Social, Health and Safety Action Plan.

5.1.13 Due Diligence. IDB shall have completed its due diligence on the Borrower, and such due diligence shall be satisfactory to IDB in all respects.

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Section 5.2 Conditions Precedent to all Disbursements. The obligation of IDB to make any Disbursement (including the first Disbursement) is also subject to the fulfillment in a manner satisfactory to IDB, not later than three (3) Business Days prior to or on the applicable Disbursement Date (or on the applicable Disbursement Date, as specified below), of the following conditions:

5.2.1 Disbursement Request; Disbursement Receipt. IDB has received a Disbursement Request with respect to each Disbursement in accordance with Section 3.2.1 (Disbursement Procedure), together with a receipt substantially in the form of Exhibit B (Form of Disbursement Receipt). Such Disbursement Request shall have been executed by an Authorized Representative of the Borrower and shall certify that all of the proceeds of the Loan will be applied in accordance with Section 6.1.1 (Use of Proceeds).

5.2.2 Default. No Default has occurred and is continuing or will occur as a result of the making of such Disbursement.

5.2.3 Representations and Warranties. All representations and warranties made by the Borrower in Article IV are true and correct with reference to the facts and circumstances existing on the date of the applicable Disbursement Request and on the applicable Disbursement Date, with the same effect as though such representations and warranties had been made on and as of each such date and will remain so immediately following such Disbursement; provided that the references to Financial Statements shall be deemed to be references to the most recent Financial Statements delivered to IDB.

5.2.4 Fees. The Borrower has paid all fees due prior to or as of the applicable Disbursement Date pursuant to each Financing Document or any and all Fee Letters and other agreements, including with any Participant or underwriter in respect of underwriting and similar fees.

5.2.5 Expenses. IDB has been reimbursed for all fees and expenses required to be reimbursed prior to or as of the applicable Disbursement Date pursuant to this Agreement (including all invoiced fees and expenses of IDB’s counsel as provided in Section 3.21 (Reimbursement of Expenses)) or confirmation that those fees and expenses have been paid directly.

5.2.6 Notes. The Borrower shall have duly executed and delivered to IDB the applicable Notes (in the amount of the requested Disbursements of the A Loan and the B Loan).

5.2.7 Material Adverse Effect. Since the Effective Date, nothing has occurred which has or could reasonably be expected to have a Material Adverse Effect.

5.2.8 Financial Covenants. The Borrower shall be in compliance with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants) and Section 6.2.1 (No Violation of Applicable Regulations).

5.2.9 Environmental and Social Matters; Compliance. IDB shall have received from the Borrower a written certification issued by the Borrower to IDB and substantially in the form of Exhibit E (Environmental and Social), Part D (Form of Borrower’s Certificate Regarding Environmental and Social Compliance).

5.2.10 No Material Loss or Liability. Since December 31, 2009 the Borrower has not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 6.2 (Negative Covenants)).

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5.2.11 Government and Other Approvals. Evidence satisfactory to IDB that all approvals and consents required to be obtained by the Borrower from any governmental authority are in full force and effect.

5.2.12 Collection Accounts. The Collection Account(s) have been established in accordance with the Security Documents and at all times on and after the Effective Date, all proceeds from the Collateral and the Security have been deposited therein.

5.2.13 Security. The Security Documents relating to, and/or in connection with, all and each of the Eligible Sub-Loans for which the Borrower requests the Disbursement (and that are or will become Pledged Green Loans pursuant to the Security Documents) have been entered into by all parties to them, and the Security provided for thereunder has been duly created and is valid, enforceable and fully effective and its perfection as first ranking and first priority security interest in all such Eligible Sub-Loans and other Collateral subject to such Security Documents is only subject to the conditions that the Borrower disburses the relevant Eligible Sub-Loans referred to herein and complies in full (not later than ten (10) Business Days from the date of execution by the Borrower of such relevant Eligible Sub-Loans) with all requirements under Applicable Law (including the issuance of all notices in the proper form to the relevant Sub-Borrowers) for the perfection and implementation of the Security in such Eligible Sub-Loans prior to or upon their disbursement by the Borrower, to IDB’s satisfaction.

5.2.14 Security under the Pledged Green Loans. The Security relating to, and/or in connection with, all Eligible Sub-Loans that are Pledged Green Loans and that were funded with proceeds from any prior Disbursements, has been, and remains, duly created and perfected as first ranking and first priority security interests in all assets subject to the terms hereof and the respective Security Documents, to IDB’s satisfaction.

5.2.15 Collateralization Ratio. After giving effect to the relevant Disbursement, the Borrower shall be in compliance with the Required Collateralization Ratio.

Section 5.3 Conditions for IDB Benefit. The conditions in Section 5.1 (Conditions Precedent to Disbursement) and Section 5.2 (Conditions Precedent to all Disbursements) are for the benefit of IDB and may be waived only by IDB in its discretion.

Article VI.
Covenants

Section 6.1 Affirmative Covenants. Unless IDB otherwise agrees in writing, the Borrower shall, and as applicable, shall cause its Subsidiaries or Consolidated Subsidiaries (as indicated below) to:

6.1.1 Use of Proceeds. Cause (a) the proceeds of each Disbursement to be on-lent in accordance with Applicable Laws and the terms of this Agreement and used for the funding of Green Loans in the Republic of Argentina, and (b) the Eligible Sub-Loans to comply with (i) from the Effective Date and until the occurrence of the Revised Green Loan Eligibility Criteria Date, the Initial Minimum Eligibility Criteria for Green Loans and (ii) on and after the Revised Green Loan Eligibility Criteria Date, the Revised Green Loan Eligibility Criteria.

6.1.2 Revised Green Loan Eligibility Criteria. Within six (6) months from the Effective Date, revise the Initial Minimum Eligibility Criteria for Green Loans following the revised green loan eligibility criteria completion steps according to the requirements set forth in Exhibit Q (Revised Green Loan Eligibility Criteria Completion Steps), submit the same to IDB for its written approval and agreement, and after such approval from IDB is obtained, implement and thereafter apply the Initial Minimum Eligibility Criteria for Green Loans with all amendments, modifications and replacements thereto as approved by IDB (the Revised Green Loan Eligibility Criteria).

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6.1.3 Continuing Engagement in Business. Maintain its corporate existence and continue to engage in the businesses in which it is engaged on the Effective Date.

6.1.4 Access; Due Diligence. Upon IDB’s request, such request to be made with at least fifteen (15) Business Days prior notice to the Borrower, except if a Default or Event of Default is continuing or if special circumstances so require, permit representatives of IDB and any agent of IDB, including any consultant appointed by IDB, during normal business hours, to:

6.1.4.1 inspect, examine, copy and make abstracts from any of the Borrower’s books of account and records (or of its Subsidiaries); and

6.1.4.2 have access to the Borrower’s or any Subsidiaries’ employees, officers and agents who have or may have knowledge of the matters with respect to which IDB seeks information or of the business, operations, Property and financial and other condition of the Borrower generally.

6.1.5 Auditors.

6.1.5.1 Maintain Auditors;

6.1.5.2 Authorize the Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IDB at any time regarding the Borrower’s accounts and operations by executing and delivering to the Auditors (with a copy to IDB) an authorization substantially in the form of Exhibit N (Form of Authorization of Auditors); and

6.1.5.3 No later than thirty (30) days after any change in Auditors, issue a similar authorization to the new Auditors and provide a copy thereof to IDB.

6.1.6 Records; Compliance with Applicable Law. Keep records and books of account in which complete entries are made in accordance with Accounting Principles, reflect in such books of account the assets and business of the Borrower, conduct its business in accordance with the Financing Documents and in compliance with all Applicable Law (including the Banking Regulations and any regulations related to Prohibited Practices and Foreign Assets Control and Anti-money Laundering Laws), and institute, maintain and comply with internal procedures and controls satisfactory to IDB.

6.1.7 Taxes. File timely or cause to be filed timely all Tax Returns required to be filed by it and pay or cause to be paid all Taxes due and payable by it not later than their due date whether shown to be due and payable on such Tax Returns or on any assessment received by it or otherwise, except to the extent any such Taxes are being diligently contested by appropriate proceedings in good faith and with respect to which adequate reserves have been established on the books of the Borrower in accordance with Accounting Principles.

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6.1.8 Senior Secured Obligations. Take such action as may be necessary to ensure that at all times the Obligations are senior, secured, direct, general and unconditional obligations of the Borrower and rank and will rank at least pari passu with all unsecured obligations and unsubordinated debts of the Borrower outstanding at any time.

6.1.9 Further Assurances.

6.1.9.1 From time to time, at the Borrower’s cost and expense, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such further documents and instruments and take all other actions necessary, or in the reasonable opinion of IDB, desirable:

6.1.9.1.1 for complying with Section 6.1.14 (Maintenance and Perfection of Security) hereof;

6.1.9.1.2	to enable the Borrower to comply with its obligations under the Financing Documents;
6.1.9.1.3	to implement the terms of the Financing Documents; and

6.1.9.1.4 to preserve, protect and perfect IDB’s rights under the Financing Documents, including carrying out all actions necessary to perfect IDB’s Liens in the Collateral.

6.1.10 Approvals. Maintain in full force and effect at all times all Authorizations and all other rights, privileges and franchises necessary or appropriate under any Applicable Law (a) for the conduct of its business, (b) for the execution and delivery and performance of the Financing Documents, and (c) for the validity or enforceability hereof and thereof, and take all necessary governmental and administrative action in the Borrower’s Country to make all payments to be made hereunder and thereunder. Without limiting the generality of the foregoing, the Borrower shall maintain in full force and effect its status as an authorized sociedad anónima and take all reasonable action necessary to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business. The Borrower shall, within forty (40) days of the Effective Date, if necessary, comply with all formalities required under the Applicable Law of the Borrower’s Country for the registration, recording and filing of this Agreement and all other Financing Documents and provide to IDB documentary evidence of such compliance in form and substance satisfactory to IDB.

6.1.11 Financial Covenants. Maintain at all times the following, provided however, that if the applicable Authority requires at any time a more stringent requirement than as set forth in this section, the Borrower shall maintain such more stringent requirement:

6.1.11.1 a Minimum Capital Requirements Excess of not less than an amount equivalent to thirty percent (30%) of the Minimum Capital Requirements; provided that the Borrower shall have the right to request IDB to review such covenant in the event of any material change in applicable Banking Regulations affecting the Minimum Capital Requirements;

6.1.11.2 a Three Month Maturity Gap of not more than thirty percent (30%) of the Borrower’s Indebtedness for Borrowed Money;

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6.1.11.3 an Economic Group Exposure Ratio of not more than 15%; provided that the Economic Group Exposure Ratio shall not exceed 25% in case of preferred guarantees but excluding in this calculation amounts held in correspondent accounts in investment grade banks (rated A+ or higher) and any amount held to repay any installment of the Borrower’s external debt;

6.1.11.4 a Loan Loss Reserves to Problem Exposures Ratio of not less than seventy five percent (75%);

6.1.11.5 an Aggregate Exposure to Related Parties to Available Capital Ratio of not more than the lesser of: (i) any minimum ratio required to be maintained by the Borrower pursuant to applicable Banking Regulations and (ii) twenty percent (20%);

6.1.11.6	an Unhedged Open Foreign Exchange Position of not more than the percentage of Available Capital as established by the Banking Regulations up to a maximum of forty percent (40%); and
6.1.11.7	an Open Credit Exposures Ratio of not more than twenty five percent (25%).

6.1.12 Environmental and Social.

6.1.12.1 Compliance and Corrective Action.

6.1.12.1.1	Comply with all Environmental and Social Requirements;
6.1.12.1.2	Use all reasonable efforts to keep the ESMS operational;
6.1.12.1.3	Implement the ESHS Action Plan; and

6.1.12.1.4 In the event of any failure to comply with any such Environmental and Social Requirements that continues for a period of ninety (90) days, and within ninety (90) days of becoming aware of such non-compliance, and to the reasonable satisfaction of IDB, either (i) correct such non-compliance and remedy all damages and other adverse consequences caused by it, or (ii) develop and initiate implementation of a Corrective Action Plan.

6.1.12.2 Changes. Unless IDB otherwise agrees in writing, not make any material change or modification to the ESMS once implemented; provided that upon the Borrower’s written request, IDB shall communicate its acceptance or rejection within fifteen (15) Business Days following the Borrower’s submission to IDB of a written request therefor and provision of all information necessary for IDB to reach its decision, it being understood that IDB shall be deemed to have consented to such request of the Borrower if IDB does not respond (with an acceptance, rejection or request for additional information) within such fifteen (15) Business Day period and, in the case of any request by IDB for additional information, IDB shall be entitled to an additional fifteen (15) Business Days following receipt of the requested information to communicate its response to the Borrower.

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6.1.12.3 Resources and Training.

6.1.12.3.1 Use all reasonable efforts to keep in place the staff and resources necessary for the continuous implementation of the ESHS Action Plan and ESMS;

6.1.12.3.2 Provide employee(s) involved in the implementation of the ESMS with periodic specialized training; and

6.1.12.3.3 Provide evidence of training to IDB and keep IDB informed of training activities and of changes in environmental and social personnel.

6.1.12.4 Environmental and Social Matters for Eligible Sub-Borrowers. If the Borrower becomes aware that any Eligible Sub-Borrower has undertaken any projects in connection with any Eligible Sub-Loans in a manner that is not in accordance with the Environmental and Social Requirements, the Borrower shall promptly: (a) agree with the relevant Eligible Sub-Borrower, or require the relevant Eligible Sub-Borrower to undertake, as appropriate or necessary in the Borrower’s reasonable judgment, corrective measures to remedy such inconsistency or breach; and (b) if the relevant Eligible Sub-Borrower does not implement corrective measures as provided in subclause (a) within the timeframe agreed upon between the Borrower and IDB: (i) use reasonable efforts to exercise such rights and remedies as the Borrower may lawfully and prudently be entitled to exercise to terminate its financing of the Eligible Sub-Borrower, taking into account commercial practicability and practice, and fiduciary responsibilities, or (ii) if such correction or termination is not feasible remove such Eligible Sub-Borrower from Borrower’s portfolio of Eligible Sub-Loans originated with proceeds of the Loan and replace such Eligible Sub-Borrower’s Eligible Sub-Loan with another Eligible Sub-Loan.

6.1.12.5 Environmental and Social Inspection and Monitoring. Permit IDB, or the environmental or social consultant(s) retained by IDB, to perform monitoring activities, visits and independent audits (including access to documentation, personnel, facilities and project sites) with respect to Environmental or Social Matters: (a) as part of the annual supervision visits, or at least once (not later than eighteen (18) months after the ESMS effective date), to carry out a mid-term assessment of effectiveness in the implementation of the ESMS; and (b) as reasonably requested by IDB to verify compliance with the Environmental and Social Requirements.

6.1.13 Evaluation Report. Cooperate with and provide all information required by IDB within ninety (90) days following IDB’s request in order to produce a report regarding the developmental impact and additionality of the Loan, including details of the Loan’s economic benefit to the Borrower’s Country and the Loan’s contribution to private sector development and/or growth of efficient capital markets in the Borrower’s Country.

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6.1.14 Maintenance and Perfection of Security.

6.1.14.1 Create and maintain in favor, and for the sole and exclusive benefit, of IDB a first, prior and perfected Lien at all times, subject to no other Liens whatsoever in each item of the Collateral including all and each of the Pledged Green Loans and the Pledged Green Loan Documents, in each case fully perfected as and to the extent contemplated by the Security Documents, including taking all action necessary to ensure that any additional or after-acquired Property which, under the Security Documents, is to become part of the Collateral, is subject to a valid and enforceable first ranking and first priority perfected Lien in favor, and for the sole and exclusive benefit, of IDB, subject to no other Liens whatsoever;

6.1.14.2 At all times: (a) maintain the Security in accordance with each and every Security Document; (b) perform any and all acts and make, execute, deliver and file any and all documents (including any financing statement, registration statements, continuation statements or other statements or instruments of any kind), observing at all times all legal obligations as grantor of credit, required to be executed or filed under the provisions of Applicable Law, in order to perfect the Security pursuant to the terms of Applicable Law; and (c) maintain the Collateral, free and clear of all Liens other than Liens pursuant to the Financing Documents;

6.1.14.3 Commencing on the Disbursement Date and thereafter within thirty (30) days of the last day of such Financial Quarter deliver to IDB a certificate duly executed by an Authorized Representative of the Borrower in the form of Schedule 2 (Form of Borrower’s Certificate for Collateral) setting forth for the immediately preceding Financial Quarter all of the information required to be set forth therein with respect to the Collateral and the Collateralization Ratio, including all supporting calculations of the Borrower therefor;

6.1.14.4 Implement and perfect, within ten (10) Business Days of the execution of any Eligible Sub-Loan, the security interest in the relevant Collateral created upon such execution, pay all expenses incurred in connection with such creation and/or perfection and/or establishment, and provide to IDB a copy of evidence of such actions within thirty (30) days of receipt thereof by the Borrower;

6.1.14.5 Provide notices to all Eligible Sub-Borrowers whose Pledged Green Loans comprise a portion of the Collateral indicating that payment of all amounts due under such Pledged Green Loans shall be paid to the Collection Accounts;

6.1.14.6 Maintain the Required Collateralization Ratio at all times during the term hereof and pledge, or cause to be pledged for the benefit of IDB hereunder and pursuant to the Security Documents such additional Eligible Sub-Loans as may be required in order for the Borrower to maintain the Required Collateralization Ratio; and

6.1.14.7 Defend, at the sole cost and expense of the Borrower, the right, title, priority and interest of IDB in the Collateral.

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6.1.15 Pledged Green Loan Prepayment Event; Redeployment. If a Pledged Green Loan Prepayment Event occurs, and the Borrower redeploys the proceeds of all prepayments and other amounts collected under any Pledged Green Loans to fund additional Eligible Sub-Loans, or otherwise substitutes additional Eligible Sub-Loans for any Prepaid Pledged Green Loans, Defaulted Pledged Green Loans or Nonconforming Pledged Green Loans, the Borrower shall, within the relevant periods permitted under Section 3.6.2.2.1 (Pledged Green Loan Prepayment Event), pledge all such additional Eligible Sub-Loans for the sole and exclusive benefit of IDB in accordance with Banking Regulations and the terms of the Security Agreement, including Section 6.1.14 (Maintenance and Perfection of Security).

Section 6.2 Negative Covenants. Unless IDB otherwise agrees in writing, the Borrower shall not, and, as applicable, shall cause its Subsidiaries or Consolidated Subsidiaries (as indicated below) not to:

6.2.1 No Violation of Applicable Regulations. At any time fail to observe or comply with the operational limits, prudential regulations or reporting requirements established by any applicable Authority pursuant to any Applicable Law.

6.2.2 Fundamental Changes.

6.2.2.1 At any time change, or permit any of its Subsidiaries to change: (a) any provision of their respective Organizational Documents in any manner which would be inconsistent with, or breach, any provision of any Financing Document or (b) their respective registered domiciles outside of the Borrower’s Country.

6.2.2.2 Change the nature or scope of its business or engage in any line of business not permitted under the Banking Regulations, or permit its authorization to operate as a sociedad anónima in the Borrower’s Country to be revoked or cancelled.

6.2.3 Affiliate Transactions. Enter, or permit any Subsidiary to enter, into any transaction, including the purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (an Affiliate Transaction) at any time, unless such transaction is:

6.2.3.1 in the ordinary course of the Borrower’s business; or

6.2.3.2 upon terms that are fair and reasonable to the Borrower and at Fair Market Value.

6.2.4 No Prohibited Practices. Commit or engage in (nor authorize or permit any Affiliate or any other Person acting on their behalf to commit or engage in) any Prohibited Practice, and if IDB notifies the Borrower of its concern that there has been a violation of this Section or of Section 4.1.24 (Absence of Prohibited Practices), the Borrower shall cooperate in good faith with IDB and its representatives in determining whether such a violation has occurred, respond promptly and in reasonable detail to any notice from IDB, and furnish documentary support for such response upon IDB’s request.

6.2.5 Limitation on Dividend Related Payments. Make any Dividend Related Payments or any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower, unless the proposed Dividend Related Payments or other distributions are (a) made in the ordinary course of business and with the prior written consent of IDB, or (b) paid out of net income of the Borrower for the current Financial Year or retained earnings of the Borrower (excluding, however, any amount resulting from the revaluation of any of the Borrower’s assets); and otherwise permitted by the Banking Regulations (including Normas CONAU — Contabilidad y Auditoría — Capítulo B. Manual de Cuentas, Punto 9. (Distribución de resultados. Difusión del procedimiento de carácter general para autorizar los pedidos que formulen las entidades financieras) and Com A5072), as in effect as of the Effective Date; provided however, that no Dividend Related Payments or other distributions in respect thereof shall be made if a Default or an Event of Default shall have occurred or be continuing or will occur as a result of the proposed payment or distribution.

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6.2.6 Limitation on Sale of Assets. Sell, transfer or otherwise dispose of, or permit any of its Consolidated Subsidiaries to sell, transfer or otherwise dispose of, any of their respective Property, whether in one or more transactions except in accordance with the Banking Regulations as in effect as of the Effective Date; provided however, that no such sale, transfer or other disposition shall be permitted if a Default or an Event of Default shall have occurred or be continuing or will occur as a result of such proposed sale, transfer or disposition; and provided further that in the event that the Borrower shall enter into any agreement to obtain financing from any financial institution (other than IDB) providing for limitations or restrictions on the right of the Borrower (and/or its Consolidated Subsidiaries) to sell, transfer or dispose of their respective assets on terms more stringent than those set forth in this Section 6.2.6 (Limitation on Sale of Assets), the Borrower shall provide to IDB written notice thereof, (including a copy of such provisions) and IDB shall have the right at any time to require the Borrower to make, execute and deliver one or more amendments to this Section 6.2.6 (Limitation on Sale of Assets) adopting such more stringent limitations and/or restrictions, the terms of which shall be satisfactory in all respects to IDB.

6.2.7 No Liens. Create, or permit or suffer to subsist, any Liens (other than Permitted Liens) on any of their respective assets, revenues or other Property, whether now or hereafter existing.

6.2.8 Limitation on Guarantees. Guarantee, or permit any of its Consolidated Subsidiaries to guarantee, the Debt of any Person except in accordance with Banking Regulations in effect as of the Effective Date.

Section 6.3 Information. The Borrower shall deliver to IDB:

6.3.1 Audited Annual Financial Statements. As soon as available but in any event within one hundred twenty (120) days after the end of each Financial Year:

6.3.1.1 two (2) copies of the audited Financial Statements of the Borrower for such Financial Year setting forth in each case in comparative form the corresponding figures for the previous Financial Year;

6.3.1.2 a certificate of the Auditors substantially in the form of Exhibit O (Form of Certificate of Auditors) reporting on such Financial Statements stating that:

6.3.1.2.1 in making their examination, the Auditors obtained no knowledge of any Default of Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants) and nothing has come to their attention that would indicate non-compliance with operational limits, prudential regulations or reporting requirements established by the applicable Authority having jurisdiction over the Borrower, or specifying any non-compliance; and

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6.3.1.2.2 based on such Financial Statements and information reviewed in connection with the audit, the Borrower is in compliance with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants) and Section 6.2.1 (No Violation of Applicable Regulations) and nothing has come to their attention that would indicate non-compliance with operational limits, prudential regulations or reporting requirements established by the applicable Authority having jurisdiction over the Borrower, or specifying any non-compliance.

6.3.1.3 a certificate of an Authorized Representative of the Borrower:

6.3.1.3.1 certifying that such Financial Statements were prepared from, and are in accordance with, the Borrower’s books and records and give a true and fair view of the financial position of the Borrower as of the date thereof and the results of its operations and cash flow for the relevant Financial Year, all in conformity with Accounting Principles;

6.3.1.3.2 certifying that during the applicable period and as of the end of the relevant Financial Year the Borrower was in compliance with all the terms and conditions of the Financing Documents and that no Default has occurred, except as specified in such certificate and restating each of the representations and warranties set forth in Section 4.1 (Representations), as of such certification date; and

6.3.1.3.3 certifying compliance by the Borrower with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants), Section 6.2.1 (No Violation of Applicable Regulations), Section 6.2.7 (No Liens) and Section 6.2.8 (Limitations on Guarantees) and setting forth in reasonable detail all information necessary to calculate (and providing the calculations necessary to determine) compliance with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants), during the applicable period and as at the last day of the period covered, as relevant, by the Financial Statements.

6.3.1.4 a management letter and other communication from the Auditors commenting, inter alia, on the adequacy of the Borrower’s financial control procedures, its policies and controls against money laundering or financing of terrorism, its accounting systems and its management information system during that Financial Year.

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6.3.2 Unaudited Quarterly Financial Statements. As soon as available but in any event within sixty (60) days after the end of each of the four (4) Financial Quarters of each Financial Year:

6.3.2.1 two (2) copies of the unaudited Financial Statements of the Borrower for such quarterly period setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Financial Year.

6.3.2.2 a certificate of an Authorized Representative of the Borrower:

6.3.2.2.1 certifying that the Financial Statements delivered pursuant to Section 6.3.2.1 (Unaudited Quarterly Financial Statements) were prepared from and are in accordance with the Borrower’s books and records and give a true and fair view of the financial position of the Borrower as of the date thereof and the results of its operations and cash flow for the relevant Financial Quarter, all in conformity with Accounting Principles;

6.3.2.2.2 certifying that during the applicable period and as of the relevant Financial Quarter Date the Borrower was in compliance with all the terms and conditions of the Financing Documents and that no Default has occurred, except as specified in such certificate, and restating each of the representations and warranties set forth in Section 4.1 (Representations), as of such certification date; and

6.3.2.2.3 certifying compliance by the Borrower with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants), Section 6.2.1 (No Violation of Applicable Regulations), Section 6.2.7 (No Liens) and Section 6.2.8 (Limitations on Guarantees) and setting forth in reasonable detail all information necessary to calculate (and providing the calculations necessary to determine) compliance with Sections 6.1.11.1 through 6.1.11.7 (Financial Covenants), during the applicable period and as at the last day of the period covered, as relevant, by such Financial Statements.

6.3.3 Notices.

6.3.3.1 Not later than five (5) days after receipt by the Borrower, all notices relating to the Loan, including notices from any Authority seeking a termination of the Authorizations of the Borrower, together with copies of such notices, if written; provided that should the Borrower, for any reason, cease to possess all applicable Authorizations required to be maintained pursuant to Section 6.1.10 (Approvals), including, to maintain its status as a sociedad anónima, the Borrower shall so notify IDB immediately in writing.

6.3.3.2 Promptly upon the occurrence of a Default or an Event of Default, a notice specifying the nature of that Default or Event of Default and any steps the Borrower is taking to remedy it.

6.3.3.3 Promptly upon becoming aware thereof, (a) notice of any action, suit, other legal proceeding, administrative proceedings, or administrative, regulatory or criminal investigations, freezing of assets, or other claim before any Authority (i) which has had or may reasonably be expected to have a Material Adverse Effect or (ii) involving the Borrower or any of its employees with regard to money laundering or the financing of terrorism, specifying the nature of such proceedings and the steps the Borrower is taking or proposes to take with respect thereto; (b) notice of all Authority audits, examinations, evaluations, monitoring reviews and reports of the Borrower’s operations (including those prepared on a contract basis), including copies of relevant portions of such notices and records, which provide for or relate to (i) material corrective action required, (ii) material sanctions proposed, imposed or required, including, notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, or (iii) “report cards,” “grades” or other classifications of the quality of the Borrower’s operations; and (c) as and when provided by the Borrower to the applicable Authority in connection with any matter described in the foregoing subclauses (a) and (b), copies of all Financial Statements, reports, notices and other information provided by the Borrower to such Authority.

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6.3.3.4 Prompt notice of any proposed changes in the nature or scope of the Loan or the business operations of the Borrower (but the foregoing shall not limit or otherwise affect Section 6.2.2 (Fundamental Changes) hereof).

6.3.3.5 Prompt notice of any material change in accounting policies or financial reporting practices of the Borrower including any change in its Financial Year;

6.3.3.6 Prompt notice of any default under any Debt of the Borrower having an aggregate amount outstanding of at least two million Dollars ($2,000,000) (or the equivalent in other currencies);

6.3.3.7 As soon as practicable prior to the occurrence, and immediately upon the occurrence, of any of the transactions or other matters described in Section 3.6.2 (Mandatory Prepayments) that would result in a mandatory prepayment being required in accordance therewith, notice of such occurrence;

6.3.3.8 Prompt notice of any other change in Grupo Galicia or the Share Capital owned by such Grupo Galicia (whether direct or indirect) in the Borrower as of the Effective Date and any other transfers (whether direct or indirect) of Share Capital in the Borrower in violation of any of the provisions of this Agreement;

6.3.3.9 As soon as practicable prior to the occurrence, and immediately upon the occurrence, of any sale, transfer or disposition of assets described in Section 6.2.6 (Limitation on Sale of Asset) with a value, in the aggregate, in excess of ten percent (10%) of the Borrower’s total assets as reflected in Borrower’s annual, audited Financial Statements most recently delivered to IDB pursuant to Section 6.3.1 (Audited Annual Financial Statements), notice of such occurrence;

6.3.3.10 Prompt notice of (a) any material non-compliance by the Borrower with any Environmental and Social Requirements or environmental and social provisions of this Agreement or, to the best of the Borrower’s knowledge, any material non-compliance by the Eligible Sub-Borrowers or Eligible Sub-Loans with the Environmental and Social Requirements; and (b) any environmental claim (including administrative, regulatory or judicial action, suit, judgment or demand) or material complaint relating to environmental, social, health and safety or labor aspects relating to the Borrower , or to the best of the Borrower’s knowledge, to the Eligible Sub-Borrowers or Eligible-Sub-Loans. Such notice shall include a description of the event, detailing the extent, magnitude, impact and cause of such event, together with corrective or remedial actions taken or proposed to be taken.

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6.3.4 Communications with Auditors. Promptly following receipt thereof by the Borrower, two (2) copies of any management letter or other material communication sent by the Auditors (or any accountants retained by the Borrower) to the Borrower in relation to the Borrower’s financial, accounting, management information and other systems, the Borrower’s financial control procedures, its policies and controls for protection against money laundering or financing of terrorism, the Borrower’s management or its accounts, if not otherwise delivered under Section 6.3.1 (Audited Annual Financial Statements).

6.3.5 Additional Information. From time to time, such information as IDB may reasonably request, including information with respect to the Borrower, its Property and the performance by it of its obligations under the Financing Documents (including the application of the proceeds of the Loan for the origination of Green Loans pursuant to Section 6.1.1 (Use of Proceeds)).

6.3.6 Environmental and Social Compliance Report. Within sixty (60) days of the end of each Financial Year, an Environmental and Social Compliance Report in the form of Exhibit E (Environmental and Social), Part B (Form of Environmental and Social Compliance Report).

6.3.7 Annual Review of Operations. As soon as possible but in any event within ninety (90) days after the end of each Financial Year, an annual review of operations in the form of, and addressing the topics listed in, Exhibit P (Information to be Included in Annual Review of Operations), which may be reviewed by IDB from time to time.

6.3.8 Pledged Green Loan Prepayment Event Report. Within ten (10) days of the last day of each Financial Quarter, a report of all Pledged Eligible Sub-Loans in the form of Exhibit R (Form of Pledged Green Loan Prepayment Event Report) certified by an Authorized Representative of the Borrower as being true and correct (a) listing each Pledged Green Loan that is or was and the date on which it became a Prepaid Pledged Green Loan, Defaulted Pledged Green Loan and/or Nonconforming Pledged Green Loan during such Financial Quarter, (b) setting forth (i) as of the last day of the Financial Quarter, the aggregate outstanding amount owed to the Borrower under all Prepaid Pledged Green Loans, Defaulted Pledged Green Loans and Nonconforming Pledged Green Loans, and (ii) all amounts redeployed by the Borrower to fund additional Eligible Sub-Loans during such Financial Quarter pursuant to the provisions of Section 3.6.2.2 (Pledged Green Loan Prepayment Event) and Section 6.1.15 (Pledged Green Loan Prepayment Event; Redeployment), (c) providing all information and supporting calculations in sufficient detail to evidence whether the total outstanding amount of Prepaid Pledged Green Loans, Defaulted Pledged Green Loans and Nonconforming Pledged Green Loans as of the last day of such Financial Quarter exceeds ten percent (10%) of the then outstanding amount of the Loan and (d) stating whether any Prepayment Pledged Green Loan Event has occurred.

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Article VII.
Events of Default

Section 7.1 General Acceleration Provisions.

7.1.1 If an Event of Default occurs and is continuing (whether it is voluntary or involuntary, or results from the operation of any Applicable Law or pursuant to or as a result of any act or failure to act by any Authority or otherwise), IDB may, by notice to the Borrower, take any or all of the following actions:

7.1.1.1 terminate the obligation of IDB to make any Disbursement of the Loan whereupon such obligation shall immediately terminate;

7.1.1.2 declare the Loan or such part of the Loan as is specified in the notice (with accrued interest thereon) and all other Obligations to be due and payable forthwith, whereupon the same shall become immediately due and payable without any further notice and without any presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrower, provided, however, that upon the occurrence of an Event of Default described in Section 7.2.5 (Insolvency Events), then, ipso facto, IDB’s obligation to make any Disbursement of the Loan shall immediately terminate and the Loan and all other Obligations shall be immediately due and payable in full, without any notice of any type or character being required; and

7.1.1.3 exercise any other remedies that may be available to IDB under any Financing Document or Applicable Law.

7.1.2 Upon receipt of a notice from IDB under Section 7.1.1.2, the Borrower shall immediately repay the Loan or such part of the Loan as is specified in the notice and all other amounts then declared to be due and payable with respect thereto (but it is agreed and understood that no such notice is required upon the occurrence of an Event of Default described in Section 7.2.5 (Insolvency Events)). Except as expressly provided in this Section 7.1 (General Acceleration Provisions), the Borrower waives presentment, demand, protest or other notice of any kind with respect to that demand for immediate payment.

Section 7.2 Events of Default.

It shall be an Event of Default if:

7.2.1 Payments by Borrower.

7.2.1.1 Failure to Make Payments under Financing Documents. The Borrower fails to pay or prepay when due (whether at stated maturity, as a result of a prepayment required by Section 3.6.1 (Voluntary Prepayments) or 3.6.2 (Mandatory Prepayments) or otherwise) any Obligation, including principal or interest on the Loan and such failure has continued for a period of three (3) days from the date such payment or prepayment was due; or

7.2.1.2 Failure to Pay Debt. The Borrower fails to pay any amount outstanding with respect to any of its Debt (other than the Obligations) or to perform any of its obligations when due under any agreement pursuant to which there is outstanding any Debt, and any such failure continues for more than any applicable period of grace or any such Debt becomes prematurely due and payable or is placed on demand.

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7.2.2 Financing Documents.

7.2.2.1 Breach of Financing Documents. (a) the Borrower fails to perform or observe any term, covenant or agreement contained in Section 3.4 (Notes), Section 6.1.1 (Use of Proceeds), Section 6.1.8 (Senior Secured Obligations), Section 6.1.10 (Approvals), Section 6.1.14 (Maintenance of Security), Section 6.1.11 (Financial Covenants), Section 6.2 (Negative Covenants), and Sections 6.3.3.1 through Section 6.3.3.10 (Notices); or (b) the Borrower fails to perform or observe any other of its obligations contained in this Agreement or any other Financing Document (other than an obligation referred to elsewhere in this Section 7.2 (Events of Default)) and, if in the reasonable determination of IDB capable of remedy, such failure has continued for a period of ten (10) days, or, if such failure relates to Section 6.1.12 (Environmental and Social), ninety (90) days (except in respect of Section 6.1.12.1.4 in connection to which the cure period set forth therein shall apply), after IDB’s notice to the Borrower of such failure to comply; provided that no cure period shall apply if in the reasonable determination of IDB, such failure has had or could reasonably be expected to have a Material Adverse Effect.

7.2.2.2 Revocation; Termination or Repudiation of Financing Documents. Any Financing Document or any of its terms:

7.2.2.2.1 is revoked, terminated, becomes void or ceases to be in full force and effect;

7.2.2.2.2 becomes, or the performance of or compliance with any obligation thereunder becomes, unlawful; or

7.2.2.2.3 is repudiated by any party thereto or its legality, validity or enforceability is challenged by any Person.

7.2.3 Misrepresentation. Any representation, warranty or certification confirmed or made by the Borrower hereunder and in connection herewith shall be incorrect or misleading in any material respect when made or deemed to be made.

7.2.4 Expropriation. Any Authority:

7.2.4.1 Seizure of Property. condemns, nationalizes, seizes, confiscates or otherwise expropriates all or any substantial part of the Property of the Borrower or of its Share Capital or commences any proceeding in furtherance of any of the foregoing;

7.2.4.2 Control of Property. assumes custody or control of such Property of the business or operations of the Borrower or of its Share Capital or any Consolidated Subsidiary or the Share Capital of any Consolidated Subsidiary; or

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7.2.4.3 Interruption of Business. takes any action to displace the management of the Borrower, to curtail the Borrower’s authority to conduct its business, to dissolve or disestablish the Borrower, or to prevent the Borrower or its officers from carrying on all or a substantial part of its business or operations, or any of the foregoing shall occur with respect to any Consolidated Subsidiary.

7.2.5 Insolvency Events.

7.2.5.1 Involuntary Proceedings. An involuntary proceeding is commenced or an involuntary petition is filed seeking:

7.2.5.1.1 an adjudication of the Borrower as bankrupt or insolvent;

7.2.5.1.2 dissolution, liquidation, winding up, reorganization, moratorium, arrangement, adjustment or composition of, or other relief in respect of the Borrower or its debts, or of a substantial part of its Property under Applicable Law; or

7.2.5.1.3 (x) the initiation by the Argentine Central Bank of a proceeding under Article 34 of the Banking Law requesting the Borrower or any Subsidiary to submit a plan under such article or (y) a temporary, total or partial suspension of the activities of the Borrower pursuant to Article 49 of the charter of the Argentine Central Bank; or

7.2.5.1.4 the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or of any substantial part of its Property.

and in any such case, such proceeding or petition is not dismissed within fifteen (15) days or an order or decree approving or ordering any of the foregoing is entered.

7.2.5.2 Voluntary Proceedings. The Borrower:

7.2.5.2.1 voluntarily commences any proceeding or files any petition seeking liquidation, reorganization or other relief under Applicable Law (including without limitation, under Law Number 24,522);

7.2.5.2.2	applies for or consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Borrower or of any substantial part of its Property;
7.2.5.2.3	makes a general assignment for the benefit of creditors;

7.2.5.2.4 requests a moratorium or suspension of payment or reorganization of debts from any competent Authority (including, without limitation, by means of an out-of-court creditors arrangement — APE / Acuerdo Preventivo Extrajudicial);

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7.2.5.2.5 institutes proceedings or takes any form of corporate action to be liquidated or adjudicated bankrupt or insolvent;

7.2.5.2.6 consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in Section 7.2.5.1 (Involuntary Proceedings); or

7.2.5.2.7 takes any action for the purpose of effecting any of the foregoing.

7.2.5.3 Special Regimes. The Borrower or any of its Subsidiaries is submitted to, or becomes the subject of, any temporary administration, surveillance, intervention or liquidation regime by any Authority.

7.2.5.4 Inability to Pay Debts. The Borrower becomes unable, admits in writing its inability or fails generally to pay its debts as they become due or otherwise becomes insolvent.

7.2.5.5 Events Analogous to Bankruptcy, Insolvency, Etc. Any other event occurs which under any Applicable Law would have an effect analogous to any of those events listed in Section 7.2.5.1 (Involuntary Proceedings), 7.2.5.2 (Voluntary Proceedings) or 7.2.5.4 (Inability to Pay Debts).

7.2.6 Attachment. An attachment or analogous processes is levied or enforced upon or issued against any of the Property of the Borrower for an amount in excess of eight million Dollars ($8,000,000) (or the equivalent amount in another currency), and such attachment is not contested or challenged within fifteen (15) days of the Borrower’s receiving notice or acquiring knowledge of such attachment, or following such contestation or challenge, such attachment is not withdrawn within forty five (45) days.

7.2.7 Judgments. A final judgment, order or arbitral award is rendered against the Borrower or any of its Property for an amount in excess of the equivalent of eight million Dollars ($8,000,000) (or the equivalent amount in another currency) and either (a) enforcement proceedings shall have been initiated by another creditor upon such judgment or order or (b) such judgment shall continue unsatisfied, unappealed, unvacated or unstayed for a period of forty five (45) days.

7.2.8 Failure to Maintain Authorizations. Any Authorization in connection with the execution, delivery, validity and enforceability of the Financing Documents and the performance by each party thereto of its obligations thereunder, for the enforcement by IDB of its rights and remedies under the Financing Documents and for the remittance to IDB or its assigns in Dollars of all monies payable under or with respect to the Financing Documents is not obtained or renewed when required or is rescinded, terminated or otherwise lapses or ceases to be in full force and effect or any Person fails to comply in any respect with any such Authorization, and such Authorization is not restored or reinstated or the non-compliance is not cured within twenty (20) days of such event.

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7.2.9 Material Adverse Effect. Any event occurs or any condition exists (including the commencement of any action, suit or other legal proceeding, including arbitration proceedings) that, in the opinion of IDB, has had, or reasonably could be expected to have, a Material Adverse Effect.

7.2.10 Moratorium. Any Authority of the Borrower’s Country declares any general: (a) payment delay, (b) refusal to pay or acknowledge a payment obligation, (c) repudiation or other action (whether or not formally announced), which in any such case relates to debts or any category of debts not to be paid in accordance with their terms, and prevents the availability of foreign exchange by the Borrower for the purpose of performing any material obligation under this Agreement or any other Financing Document.

7.2.11 Abandonment; Interruption. The Borrower ceases to carry on its business for more than thirty (30) continuous days.

7.2.12 Security Document. Any of the provisions of a Security Document:

7.2.12.1 fails to become effective after any Disbursement;

7.2.12.2	is revoked, terminated or ceases to be in full force and effect or ceases to provide the Security intended, without, in each case, the prior consent of IDB;
7.2.12.3	becomes unlawful or is declared void; or

7.2.12.4 is repudiated or its validity or enforceability is challenged by any Person and any such repudiation or challenge continues for a period of thirty (30) days during which period such repudiation or challenge has no effect.

7.2.13 Security. IDB ceases to hold a valid perfected first ranking and first priority security interest in the Security for its sole and exclusive benefit.

Section 7.3 Bankruptcy. Notwithstanding any provision in this Agreement to the contrary, if any event described in Section 7.2.5.1 (Involuntary Proceedings), Section 7.2.5.2 (Voluntary Proceedings) or Section 7.2.5.5 (Events Analogous to Bankruptcy, Insolvency, Etc.) occurs, any obligation of IDB to make Disbursements then remaining, if any, shall automatically terminate, and the principal of the Loan then outstanding, together with accrued interest thereon and all fees and other Obligations outstanding shall automatically become immediately due and payable, without any presentment, demand, protest or notice of any kind, all of which the Borrower hereby waives.

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Article VIII.
Miscellaneous

Section 8.1 Notices.

8.1.1 Any notice, request, demand or other communication to be given or made under this Agreement shall be in writing. Subject to Section 8.10.4 (Applicable Law and Jurisdiction) any notice, request, demand or other communication may be delivered by hand, prepaid certified airmail, internationally recognized courier service, or facsimile to the party’s address specified below, or at such other address as such party shall have designated by notice to the party giving or making such notice request or other communication, and shall be effective upon receipt. All time periods to be counted from the delivery of any notice, request, demand or other communication pursuant to this Agreement shall be counted from the date of receipt of any such notice, request, demand or other communication pursuant to the terms of this Section 8.1 (Notices)

For the Borrower:

Banco de Galicia y Buenos Aires S.A.
Tte. Gral. Juan Domingo Perón 430
13 Floor (C1038AAJ)
Buenos Aires, Argentina

Attention: Carlos E. Lopez — Senior Vice President — International Division

Alternative address for communications by facsimile:
Facsimile: +54 11 6329 6484

Alternative address for communications by electronic mail:
Electronic mail: carlos.e.lopez@bancogalicia.com.ar;
internacional@bancogalicia.com.ar

For IDB:

Inter-American Development Bank
1300 New York Avenue, N.W.
Washington D.C. 20577
United States of America
Attention: Portfolio Management Unit
                   Structured and Corporate Finance Department
Alternative address for communications by facsimile:
(202) 312-4135
Alternative address for communications by electronic mail:
primailbox@iadb.org

Section 8.2 English Language.

8.2.1 Except as hereinafter set forth in Section 8.2.2 (English Language), (a) all documents to be furnished or communications to be given or made under this Agreement or any of the other Financing Documents shall be in the English language; (b) to the extent that the original of any such document or communication is in a language other than English, it shall be accompanied by a translation into English certified by an Authorized Representative of the Borrower to be a true and correct translation of the original; (c) IDB may, if it so requires, obtain an English translation of any document or communication received in a language other than English at the cost and expense of the Borrower; and (d) IDB may deem any such translation to be the governing version between the Borrower and IDB.

8.2.2 Notwithstanding the provisions of the immediately foregoing paragraph, the quarterly Financial Statements to be delivered by the Borrower pursuant to Section 6.3.2 (Unaudited Quarterly Financial Statements) and any document, report or other information provided to IDB pursuant to Section 6.3.3.3 (Notices) may be in the Spanish language; provided, however, that at the request of IDB the Borrower shall, at its sole cost and expense, provide to IDB a translation thereof into English certified by an Authorized Representative of the Borrower to be a true and correct translation of the original or pay for, or reimburse IDB for, any such translation obtained by IDB.

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Section 8.3 Indemnity.

8.3.1 The Borrower shall indemnify and hold harmless IDB and its respective officers, directors, agents, employees, representatives, attorneys, Affiliates, successors and assigns (collectively, the Indemnified Persons) from and against any and all claims, actions, suits, judgments, demands, damages (including foreseeable and unforeseeable consequential damages and punitive claims), losses, liabilities (including liabilities for penalties), reasonable costs or expenses of any nature or kind whatsoever, including reasonable fees and disbursements of counsel on a full indemnity basis, arising out of or in connection with:

8.3.1.1	the execution, delivery, enforcement or performance of, and any transaction contemplated under, this Agreement, the Note(s) or any of the other Financing Documents;
8.3.1.2	the Loan or the use or intended use of the proceeds therefrom; and/or

8.3.1.3 any actual or prospective claim, action, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto (all of the foregoing, collectively, the Indemnified Liabilities);

provided that, the Borrower shall have no obligation hereunder to any such Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of any such Indemnified Person.

8.3.2 The rights granted under this Section 8.3 (Indemnity) are in addition to the rights granted under any other provision of this Agreement, under any other Financing Document or otherwise.

8.3.3 This Section 8.3 (Indemnity) and all indemnification provisions set forth in the other Financing Documents shall survive repayment of the Obligations.

8.3.4 To the extent this Section 8.3 (Indemnity) may be unenforceable because it violates any Applicable Law, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under Applicable Law and hereunder.

8.3.5 All amounts payable to any Indemnified Person under this Section 8.3 (Indemnity) shall be paid within thirty (30) days after receipt by the Borrower from such Indemnified Person of a reasonably detailed invoice therefor.

Section 8.4 Successors and Assigns. This Agreement binds and benefits the respective successors and assigns of the parties, except that the Borrower may not assign or delegate any of its rights or obligations under this Agreement or any other Financing Document without the prior written consent of IDB. IDB may, without the need of any notice, consent or other action to or from any party, assign, participate or otherwise allot to one or more banks or other entities all or a portion of all of its rights and obligations under this Agreement and the other Financing Documents (including all or a portion of its obligation to make Disbursements of the Loan, the portion of the Loan owing to it and the Notes held by it).

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Section 8.5 Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which together shall constitute one and the same agreement.

Section 8.6 Confidential Information.

8.6.1 IDB may disclose any documents or records of, or information relating to the Borrower, its Property, business or affairs (collectively, the Borrower’s Information) to:

8.6.1.1 any Participant(s) or any other Person with a Participation in, or who intends to purchase a Participation in, the Loan and the Paying Agent;

8.6.1.2	any Person for the purpose of exercising any power, remedy, right, authority or discretion relevant to this Agreement or any other Financing Document including in connection with IDB’s defense of any legal action, suit or proceeding brought by any other party to a Financing Document;
8.6.1.3	any Person pursuant to any Applicable Law;

8.6.1.4 any banking or other regulatory or examining authorities (whether governmental or otherwise) pursuant to and in accordance with whose instructions it and other banks must customarily comply;

8.6.1.5 the directors, officers, employees, arrangers, co-lenders, attorneys, consultants, rating agencies, independent auditors and advisors (including any technical, financial and other advisors) of each of IDB, the Inter-American Investment Corporation, the Multilateral Investment Fund, and their respective affiliates; and

8.6.1.6 any Person in connection with any proposed sale, transfer, assignment or other disposition of IDB’s rights under this Agreement or any other Financing Document.

8.6.2 The Borrower expressly authorizes IDB and the Participant(s) to request from any Person information relating to the Borrower and the Borrower agrees to hold IDB and the Participant(s) harmless and exempt from any and all liability under Applicable Law in connection with the request for, and disclosure of, such information.

8.6.3 The Borrower acknowledges and agrees that, notwithstanding the terms of any other agreement between the Borrower and IDB, a disclosure of the Borrower’s Information by IDB in the circumstances contemplated by Section 8.6 (Confidential Information) does not violate any duty owed to the Borrower under this Agreement or under any such other Financing Document.

Section 8.7 Amendment. Any amendment, or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of any amendment, signed by the Borrower and IDB or their permitted successors and assigns.

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Section 8.8 Savings of Rights; Remedies and Waivers.

8.8.1 The rights and remedies of IDB in relation to any misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced by any investigation by or on behalf of IDB or any Participant(s) into the affairs of the Borrower, by the execution or the performance of this Agreement or by any other act or thing which may be done by or on behalf of IDB in connection with this Agreement and which might, apart from this Section, prejudice such rights or remedies.

8.8.2 No course of dealing or waiver by IDB in connection with any condition of Disbursement under this Agreement shall impair any right, power or remedy of IDB with respect to any other condition of Disbursement, or be construed to be a waiver thereof; nor shall the action of IDB with respect to any Disbursement affect or impair any right, power or remedy of IDB with respect to any other Disbursement.

8.8.3 Unless IDB otherwise notifies the Borrower and without prejudice to the generality of Section 8.8.2, the right of IDB to require compliance with any condition under this Agreement which may be waived by IDB with respect to any Disbursement is expressly preserved for the purposes of any subsequent Disbursement.

8.8.4 No course of dealing and no failure or delay by IDB in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall waive or impair, or be construed to be a waiver of or an acquiescence in, such or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise; nor shall the action of IDB with respect to any Default, or any acquiescence by it therein, affect or impair any right, power or remedy of IDB with respect to any other Default.

Section 8.9 Severability. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and without affecting the validity or enforceability of any provision in any other jurisdiction. Where provisions of any Applicable Law resulting in such prohibition or unenforceability may be waived they are waived by the parties to the full extent permitted by law so that this Agreement shall be deemed a valid, binding agreement, enforceable in accordance with its terms.

Section 8.10 Applicable Law and Jurisdiction.

8.10.1 This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to its conflicts of law principles (other than New York General Obligations Law Sections 5-1401 and 5-1402).

8.10.2 The Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any legal action, suit or proceeding arising out of or relating to this Agreement or any other Financing Document. Final judgment against the Borrower in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction including the Borrower’s Country by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment.

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8.10.3 Nothing in this Agreement shall affect the right of IDB to commence legal proceedings or otherwise sue the Borrower in the Borrower’s Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction.

8.10.4 By the execution and delivery of this Agreement, the Borrower hereby irrevocably agrees to designate, appoint and empower Capitol Services, Inc., 1218 Central Ave., Ste. 100, Albany, New York 12205 or such other Person reasonably acceptable to IDB, as its authorized agent solely to receive for and on its behalf service of summons or other legal process in any legal action, suit or proceeding in any court specified in Section 8.10.2 above.

8.10.5 The Borrower shall, for so long as it shall be bound to IDB under this Agreement, maintain a duly appointed agent to receive for an on its behalf service of summons, complaint or other legal process in any legal action, suit or proceeding IDB may bring in New York, New York, in respect of this Agreement or other Financing Document and shall keep IDB advised of the identity and location of such agent.

8.10.6 The Borrower further irrevocably consents, if for any reason there is no authorized agent for service of process in New York, New York, to the service of process out of the said courts by mailing copies thereof by prepaid certified United States air mail, to the Borrower at its address specified in Section 8.1 (Notices), and in such a case IDB shall also send by facsimile, or have sent by facsimile, a copy of such process to the Borrower.

8.10.7 Service of process in the manner provided in this Section 8.10 in any such action, suit or proceeding shall be deemed personal service and accepted by the Borrower as such and shall be valid and binding upon the Borrower for all the purposes of any such action suit or proceeding.

8.10.8 In addition, the Borrower irrevocably waives, to the fullest extent permitted by Applicable Law:

8.10.8.1 any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding brought in any court referred to in this Section; and

8.10.8.2 any claim that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

8.10.9 To the extent that the Borrower may, in any suit, legal action or proceeding brought in a court of the Borrower’s Country or elsewhere arising out of or in connection with this Agreement, the Notes or any of the Financing Documents to which it is a party, be entitled to the benefit of any provision of law requiring IDB in such suit, legal action or proceeding to post security for the costs of the Borrower or to post a bond or to take similar action, as the case may be, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or hereafter permitted under the Applicable Law of the Borrower’s Country or, as the case may be, such other jurisdiction.

8.10.10 To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or its Property immunity in respect of its obligations under this Agreement or any other Financing Document to which the Borrower is a party from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its Property, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

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8.10.11 The Borrower hereby acknowledges that IDB shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act of 1945 (22 U.S.C. § 288) and the regulations issued thereunder, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or any other agreement to which the Borrower is a party, brought against IDB in any court of the United States. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY FINANCING DOCUMENT TO WHICH SUCH PERSON IS A PARTY AND FOR ANY COUNTERCLAIM THEREIN. The Borrower agrees that the waivers set forth above shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States (28 U.S.C. §§ 1602-1611) and are intended to be irrevocable and not subject to withdrawal for purposes of such Act.

8.10.12 The parties have participated jointly in the negotiation and drafting of this Agreement The Borrower expressly acknowledges that it has had the opportunity to retain and consult with counsel of its choice admitted under the laws of the State of New York and that it has elected not to retain such counsel in connection with the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement, the relative bargaining power of the parties or the absence of the retention by the Borrower of any counsel admitted under the laws of the State of New York.

Section 8.11 Term of Agreement. This Agreement shall continue in force until the date on which IDB is satisfied that all amounts outstanding under the Financing Documents have been indefeasibly paid and discharged in full and IDB is under no obligation to make any further Disbursement under this Agreement (the Termination Date).

Section 8.12 Set-Off. In addition to any rights and remedies of IDB provided by Applicable Law, IDB shall have the right, without prior presentment, demand, protest or notice to the Borrower, any such presentment, demand, protest or notice being expressly waived by the Borrower to the extent permitted by Applicable Law, upon any Obligation under this Agreement becoming due and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise), to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by IDB to or for the credit of the Borrower. IDB shall promptly notify the Borrower after it makes any such set-off and application; provided that, failure to give such notice shall not affect the validity of such set-off and application.

(Signature page follows)

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IN WITNESS WHEREOF, the parties, acting through their duly Authorized Representatives, have caused this Agreement to be signed in their respective names, on the date first above written.

BANCO DE GALICIA Y BUENOS AIRES S.A.
By:
	Name:
	Title:
INTER-AMERICAN DEVELOPMENT BANK
By:
	Name:
	Title:

Banco de Galicia Senior Secured Loan Agreement
Execution Version

EX-11.2

Exhibit 11.2

REPORT ON THE CODE ON CORPORATE GOVERNANCE
(Resolution No. 516/07 of the C.N.V.)

The Board of Directors of Grupo Financiero Galicia S.A. (hereinafter “Grupo Financiero Galicia”) complies, in every relevant respect, with the recommendations included in the Code of Corporate Governance as schedule to Resolution No. 516/07 issued by the National Securities Commission (CNV). The aforementioned is in accordance with what stems from the following detailed analysis.

As a general introduction, it should be noted that, since its beginning, Grupo Financiero Galicia has constantly shown respect for the rights of its shareholders and has provided reliable and accurate information for the transparency of its policies and decisions, only limited by confidentiality and caution as regards the disclosure of strategic business issues. Moreover, it should be said that all resolutions from the corporate bodies have been adopted pursuant to Grupo Financiero Galicia’s corporate interest, within the strict meaning provided to this concept in the definition included in Section 2 of Delegated Decree No. 677/01.

Scope of Application of the Code

1) Relationship between the Issuer and the Group of Companies. From a business point of view, this structure makes it possible for Grupo Financiero Galicia’s controlled companies, particularly Banco Galicia, to take advantage of significant synergies that guarantee them the loyalty of their customers and the creation of additional businesses. Every business relationship among these companies, and of course between them and Grupo Financiero Galicia, whether permanent or occasional in nature, is agreed upon and carried out at market prices and respecting customary market conditions.

Grupo Financiero Galicia S.A.  Annual Report 2010    1

A significant characteristic that should be noted is that the main company controlled by Grupo Financiero Galicia, i.e. Banco Galicia, is also a listed company at the Buenos Aires Stock Exchange. As it is widely known, in 2000 Grupo Financiero Galicia successfully launched an exchange offer of its own shares for Banco Galicia’s shares, what made it possible for Grupo Financiero Galicia to significantly increase its holdings. Upon doing so, and with the purpose of protecting the shareholders that accepted such exchange offer, Grupo Financiero Galicia assumed the commitment that the companies directly or indirectly controlled by it would conduct business with absolute transparency. That transparency policy largely exceeds the duty to provide information in the Financial Statements and the Annual Report. Directors and senior officers of each of the controlled companies attend all the Ordinary Shareholders’ Meetings held by Grupo Financiero Galicia, provide explanations and answer all the questions on their respective corporate business the shareholders may want to ask. As regards Banco Galicia in particular, one of its directors or else the Chief Executive Officer submits a detailed report to Grupo Financiero Galicia’s shareholders, and then the Board of Directors submits to the meeting’s vote which shall be Grupo Financiero Galicia’s vote at Banco Galicia’s Shareholders’ Meeting.

It is also worth noting that Grupo Financiero Galicia is a company which purpose is solely to conduct financial and investment activities as per Section 31 of the Corporations Law, that is to say, it is a holding company that, apart from managing its equity investments, assets and resources, does not take part in any other activity directly. This explains its limited personnel structure, as well as the fact that many of the business organization requirements, common for big productive institutions, cannot be applied to the company.

To conclude, it should be noted that, even though Grupo Financiero Galicia is technically under the control of other pure holding company, EBA Holding S.A., because the latter holds the majority of votes at the Shareholders’ Meetings, EBA Holding S.A. does not have any managerial functions over Grupo Financiero Galicia. Therefore, and pursuant to the definitions provided for by specialized doctrine, Grupo Financiero Galicia has no group relationship with EBA Holding S.A. No director of EBA Holding S.A. is a director of Grupo Financiero Galicia.

2) Inclusion in the Corporate Bylaws. The need to include certain corporate governance guidelines in the corporate bylaws can be understood within the framework of laws that are not as strict as Argentine laws with regard to the definition of the Board of Directors’ duties and responsibilities. In Argentina, the Corporations Law, the Delegated Decree No. 677/01, the regulations set by the National Securities Commission and, additionally, the variety of specific regulations in other areas of law, provide for a very complete framework and, therefore, any addition to the bylaws is unnecessary.

In the specific case of Banco Galicia, the main company controlled by Grupo Financiero Galicia, such duties and responsibilities are legally increased by the regulatory framework of financial institutions.

As regards compensation for directors, to date only independent directors and one director who simultaneously acted as Managing Director have received compensation.

Grupo Financiero Galicia S.A.  Annual Report 2010    2

Finally, after a detailed analysis, the Board of Directors has come to the conclusion that, as regards prevention of conflicts of interest, the applicable regulations are so stringent (refer to Sections 271 to 273 of the Law on Corporations and Section 8 of the Delegated Decree No. 677/01) that any addition to the bylaws is as well unnecessary.

As Regards the Board of Directors in General

3) It is Responsible for the Company’s Strategy. In this item, the Board of Directors is required to undertake the company’s administration and the approval of the policies and strategies in general and, in particular, the aspects included therein, as follows:

a) The strategic or business plan, as well as the annual management and budget goals;

b) The policy on investments and financing;

c) The corporate governance policy;

d) The policy on corporate social responsibility;

e) Policies on risk control and management and any other policy aimed at the periodic monitoring of the internal information and control systems; and

f) The development of ongoing training programs for directors and management officers.

Grupo Financiero Galicia strictly complies with these requirements. The Board of Directors is responsible for the administration of corporate business, to the above-mentioned extent in Grupo Financiero Galicia’s capacity as a holding company. The Board of Directors performs all of the aforementioned duties, except those that, due to their nature, are carried out by the Chief Executive Officer and the Chief Financial Officer. In any case, the Board of Directors, as a body, approves the respective guidelines and strategies.

Regarding the required items, the following is reported in particular:

a) The Board of Directors, as a body, approves the annual budget and monitors the compliance therewith. Furthermore, in its capacity as a holding company, Grupo Financiero Galicia receives the business plans of the controlled companies and prepares a consolidated business plan taking into consideration the goals set, the business condition and the budgets submitted.

b) Policies on investments and financing are approved by the Board of Directors.

c) Grupo Financiero Galicia monitors the corporate governance policies provided for by the regulations in force through the Audit Committee and the Disclosure Committee. There also exist matrices specially designed for the monitoring of certain aspects such as internal controls, independence of directors and regulatory updating.

d) The policies on corporate social responsibility are defined and carried out by each of the operating companies.

e) The policies on risk management control, as well as any other which purpose is to monitor internal information and control systems, are defined within the framework of each of the affiliated operating companies. Nonetheless, and in addition to that, the Audit Committee and the Disclosure Committee monitor the actions taken by the main controlled companies.

f) Training of directors and managers, obviously to an extent that cannot be compared to what is required in the case of operating companies, is carried out pursuant to what the Board of Directors deems necessary.

Grupo Financiero Galicia S.A.  Annual Report 2010    3

4) Management Control. Grupo Financiero Galicia strictly complies with the verification, by the Board of Directors, of the implementation of strategies and policies, and of compliance with the budget and the operations plan. Apart from that, the Board monitors the divisions in all the aspects provided for in the regulations. This is explained in the previous item.

5) Information and Internal Control. Risk Management. Grupo Financiero Galicia fully complies with the requirement of having updated policies on risk control and management, in line with the best practices.

The tasks related to risk information and internal control of each of the controlled companies are defined and carried out, rigorously, in each of them. This is particularly strict in the main controlled company, Banco Galicia, where the requirements to be complied with are extreme as it is a financial institution supervised by the Argentine Central Bank. Apart from the applicable local regulations, Grupo Financiero Galicia, in its capacity as a listed company at the markets of the United States of America, complies with the certification of its internal controls pursuant to Section 404 of the Sarbanes Oxley Act (SOX). Corporate risk management is monitored by the Audit Committee, which as well gathers and analyzes the information submitted by the main controlled companies.

6) Audit Committee. The Audit Committee set by Delegated Decree No. 677/01 and the regulations of the National Securities Commission, mainly Resolutions No. 400, 402 and supplementary regulations issued by the CNV, is formed by three directors, all of them independent directors. The members of the Committee are appointed by the Board of Directors, upon the proposal of any of the Board’s members. It has not been common that the Chairman made a proposal to appoint a member of the Committee. Special attention has always been given to the education, knowledge, skills and experience of the candidates for members of the Committee in the areas of accounting, financial analysis, law, audit and risk management.

7) Number of Directors. Grupo Financiero Galicia complies with the appropriate standards regarding total number of directors, as well as number of independent directors. Its bylaws provide for the flexibility necessary to adapt the number of members to the possible variation of the conditions in which the company carries out its activities. Generally, there are between three and nine directors, as determined by the Shareholders’ Meeting in each opportunity. The Shareholders’ Meeting can also appoint alternate directors in the number it may decide, up to a maximum that shall be equal to the number of regular directors appointed. In order to guarantee the continuous performance of its corporate business, the Board of Directors can be renewed partially, as long as the number of candidates proposed is enough so that shareholders may exercise their cumulative voting right. The drawing-up of the corresponding bylaws has been adopted in recent years, after careful studies had been carried out for the good performance of the body.

Grupo Financiero Galicia S.A.  Annual Report 2010    4

Nowadays, the Board of Directors is made up of nine directors, three of which are independent directors. It is not deemed necessary or else convenient to propose a modification in this regard to the Shareholders’ Meeting.

As mentioned above, there are two committees the Board of Directors has decided to create: Audit Committee and Disclosure Committee. Periodically, the Committees provide the Board of Directors with information, and the Board gets to know the decisions of each Committee. What is appropriate is transcribed in the Board of Directors’ minutes book.

8) Integration of the Board of Directors. The Board of Directors is asked to analyze the convenience of a policy aimed at including former executive officers. Grupo Financiero Galicia complies with this policy. Some former executives of the controlled companies are members of the Board of Directors. This is an advantage for the company due to their experience, knowledge of business and availability to perform their duties in a professional manner.

9) Participation in several companies. The Board of Directors is asked to analyze whether it is convenient that directors and/or syndics carry out duties in other institutions, or else it is irrelevant. This issue has been analyzed by Grupo Financiero Galicia repeatedly. Due to the fact that directors do not carry out full-time duties, and it is enriching that they be acquainted with the Board dynamics in other companies; limiting the number of institutions where they can be members of the Board of Directors is not deemed convenient. In general, even though it may be important that in Grupo Financiero Galicia’s controlled companies, and in the companies Grupo Financiero Galicia owns a stake in, the companies’ interests be represented through the participation of their own directors in the Board of Directors of the former, the policy has been that the Board of Directors of controlled companies and of companies Grupo Financiero Galicia owns a stake in be structured with their own management teams.

As regards syndics, whereas Argentine laws provide them a legality control function, Grupo Financiero Galicia considers there are no impediments for syndics to take part in different companies, and if that happens in companies related by control relationships, it is a considerable advantage when analyzing businesses or activities that are common between them and their interaction in the bodies.

10) Assessment of the Board of Directors’ Performance. The Code requires the Board of Directors to assess its own performance before the Annual Ordinary Shareholders’ Meeting. Pursuant to the legal structure of corporations in Argentina, the Board of Directors can only explain its performance in order that other bodies are able to assess it (for instance the Supervisory Syndics’ Committee or the Oversight Committee as bodies in charge of supervising the corporate management, or else the Shareholders’ Meeting, senior body with power to decide on the issue).

Grupo Financiero Galicia S.A.  Annual Report 2010    5

This is such in Argentine law that the Corporations Law expressly prohibits in Section 241 that directors who are shareholders take part in the voting regarding their performance and responsibility.

For that reason, Grupo Financiero Galicia’s Board of Directors provides thorough explanations in its Annual Report and answers all the questions asked at the Shareholders’ Meeting, but it refrains from expressing an opinion on its performance in any form whatsoever. The assessment is conducted by shareholders at the Shareholders’ Meeting, taking as well into consideration the informed opinion of the Supervisory Syndics’ Committee (Grupo Financiero Galicia does not have an Oversight Committee).

11) Training and Development of Directors. As regards this item, it is required that the Board of Directors establish an ongoing training program for its members and for the management officers. Grupo Financiero Galicia, as an exclusively holding company, does not need to establish and have such a program as operating companies do. Notwithstanding the foregoing, the Board of Directors analyzes the specific needs on the issue.

Independence of Directors

12) Independent Directors. The Board of Directors shall decide on the need to provide enough reasons to consider a candidate for director as an independent director. Grupo Financiero Galicia believes this requirement is fulfilled through the definitions of independence of directors included in the rules and regulations issued by the National Securities Commission. As is known, the criteria for assessing the independence of a candidate to take part in a corporate body are different between the legislations of comparative law. The Board of Directors cannot depart from what is provided for by the laws in force in Argentina, by trying, at its discretion, to add or else remove requirements that may have been considered more appropriate in other countries but not in Argentina.

13) Appointment of Management Officers. Grupo Financiero Galicia’s Board of Directors has assessed whether it is convenient to disclose the reasons for the appointment of management officers. After analyzing and discussing whether it is convenient to make innovations on what has been a national tradition on the issue, the Board of Directors deems it is inconvenient. The reasons for the appointment of officers, whether as a result of internal promotions or else the selection of candidates from the market, shall be kept confidential, mainly in order to prevent disturbances among staff members and not to deny the appointed manager’s authority. This is as well grounded on the need to be reserved in relation to competitors, who may use such reasons to take advantage as regards obtaining human resources. However, the technical suitability and morality of candidates is always taken into account. The same criteria are applicable to controlled companies.

14) Proportion of Independent Directors. The policy on the appointment of directors, both independent and not independent, is the responsibility of the Shareholders’ Meeting. Grupo Financiero Galicia’s Board of Directors does not take part in such decisions as its members have no decision-making power at the Shareholders’ Meeting. At Shareholders’ Meetings, the one who proposes the appointment of candidates for director (the same happens with syndics) tells whether candidates are for one or the other category. Nowadays, of the nine directors that form the Board of Directors, six are not independent and three are independent. The latter form the Audit Committee.

Grupo Financiero Galicia S.A.  Annual Report 2010    6

15) Meeting of Independent Directors. Due to the fact that in Grupo Financiero Galicia the Audit Committee is exclusively made up of independent directors, the chairman thereof holds the position of “leading independent director”. Independent directors hold meetings when they believe it is necessary to do so and, for that purpose, they are free to invite, and have all the resources necessary and the possibility to invite, whoever they consider appropriate (other directors, syndics, top level members of staff, etc.).

Relationship with Shareholders

16) Information to Shareholders and 17) Answers to Shareholders’ Questions and Concerns. Grupo Financiero Galicia has implemented the Investor Relations function. This department holds meetings and carries out conference calls with shareholders and holders of other securities, in which a director or top officer participates. This department is also at the disposal of shareholders and investors to answer questions.

It is important to point out that the individuals who perform this function are in no case authorized to provide information that may place the person who requests such information in a privileged or advantageous position in comparison to the other shareholders or investors.

The Board of Directors analyzed the frequency and importance of the information requests received and answered, and it determined it is not of interest to publish a periodic summary of the issues that have been the subject matter of questions or concerns.

18) Participation of Minority Shareholders at the Shareholders’ Meeting. In the particular case of Grupo Financiero Galicia, it seems it is not necessary to offer incentives aimed at promoting attendance to Shareholders’ Meeting, because during recent years attendance has been of approximately 75% of the capital stock, percentage considered a very significant participation for a public company.

19) Market for Corporate Control. The idea of “market for corporate control” that has been used widely in countries with capital markets very different to the Argentine market, both as regards magnitude and depth, does not seem to be realistic in the domestic markets. The Shareholders’ Meeting had to take a decision on the issue when Grupo Financiero Galicia made use of the option granted by Section 24 of Delegated Decree 677/01 and chose not to be included in the compulsory OPA system. Besides, unlike what happens in foreign legislations, the Board of Directors’ duties are only secondary as regards the relations among shareholders. Its main duty is the administration of the company and of corporate business. Therefore, the Board of Directors believes it is not necessary to have an influence, or else give advice, on Grupo Financiero Galicia’s adhering to the compulsory OPA system.

Grupo Financiero Galicia S.A.  Annual Report 2010    7

20) Policy on Dividends. Grupo Financiero Galicia’s policy for the distribution of dividends envisages, among other factors, the obligatory nature of establishing a legal reserve, the company’s financial condition and its indebtedness, the business requirements of affiliated companies and, mainly, that the profits recorded in the financial statements are, to a great extent, income from holdings and not realized and liquid profits, a requirement of Section 68 of the Corporations Law so that it is possible to distribute them as dividends. The proposal to distribute dividends arising from such analysis has to be approved at the Shareholders’ Meeting that discusses the Financial Statements corresponding to each fiscal year.

Relationship with the Community

21) Communications through the Internet. Grupo Financiero Galicia has a corporate website (www.gfgsa.com) at the disposal of its shareholders. This website can be freely accessed and is permanently updated. This corporate website is in line with the regulations in force; and legal, statutory and regulatory information required is at the disposal of the public therein. Apart from that, the website has a channel for inquiries.

22) Website Requirements. As indicated in this item, Grupo Financiero Galicia assures information transmitted through electronic means is subject to the highest confidentiality and integrity standards, and the website is as well designed for the efficient conservation and safe recording of such information.

Committees

23) Independent Director as Chairman of the Committee. The Board of Directors is required to decide on whether it is convenient that the Audit Committee be presided by an independent director. Even though in the opinion of Grupo Financiero Galicia’s Board of Directors (mainly in the light of the Committee’s rules and regulations) such issue is not relevant (the Chairman of the Committee does not have double vote and just has power to provide instructions) due to the fact that the Audit Committee is made up only of independent directors, its Chairman is an independent director as well.

24) Rotation of Syndics and/or External Auditors. The Board of Directors is required to analyze whether such rotation is convenient or else useful.

As regards syndics, the conclusion of the analysis is that such rotation is neither useful nor convenient, mainly due to the complexity of businesses to be controlled and the lengthy period of time it would take a person acting as syndic for the first time to start to understand such businesses.

As regards External Auditors, the Board of Directors reached the conclusion that it is not convenient to rotate the External Auditors’ firms for the same reasons explained regarding syndics. It is worth noting that the following are applicable: legal regulations in force in Argentina (Decree 677/2001 — Transparency System of Public Offering (Régimen de Transparencia de la Oferta Pública), Sections 12 and 13 of Chapter III on External Auditors and Audit Committee), regulations issued by the National Securities Commission (N.T. 2001, Book 1, Chapter III, Section III.9. on “External Auditors”), the regulations of the Argentine Central Bank (Conau-1, Section 1.1. of the “Minimum Regulations on External Audits” (Normas Mínimas sobre Auditorías Externas), those regulations applicable to external auditors’ firms of issuing companies registered in the United States of America (Securities Exchange Act of 1934, Section 10-A, Paragraph j. on “Audit Partner Rotation”; Sarbanes-Oxley Act of 2002, Title II, Section 203. “Audit Partner Rotation”; and the Code of Federal Regulations, Title 17, Chapter II, Section 210.2-01, paragraph (c)(6) of the Securities and Exchange Commission), and the best practices existing in the area.

Grupo Financiero Galicia S.A.  Annual Report 2010    8

In turn, the Audit Committee carries out an annual assessment of the suitability, independence and performance of the external auditor and the members of the audit team.

25) Dual Position as Syndic and Auditor. Grupo Financiero Galicia’s Board of Directors considers those are positions that are on the borderline of incompatibility. The General Shareholders’ Meeting shares such criterion and, therefore, does not appoint the same person to perform duties as Syndic and External Auditor. In fact, no member of the Supervisory Syndics’ Committee carries out External Audit tasks or else belongs to the firm that renders external audit services to the company.

26) Compensation Systems. Grupo Financiero Galicia has no Compensation Committee, and the Board of Directors considers it is not convenient to create one due to the reduced size of the company, as was mentioned before. Grupo Financiero Galicia’s Audit Committee expresses its opinion on whether compensation proposals for Directors and top officers are reasonable, taking into consideration market standards.

Due to the fact that no Compensation Committee has been set up, there are no comments to make on the duties mentioned in this item of the Schedule.

27) Appointment and Corporate Governance Committee. Grupo Financiero Galicia understands that, within the framework of the legal structure in Argentina and market reality, it is not appropriate to create such a committee with the duties mentioned in this item. It should be noted that, unlike other legislations, under Argentine law the Shareholders’ Meeting has the exclusive power to appoint directors. Therefore, the recommendations regarding such a Committee would not be binding and could be even abstract. With regard to Corporate Governance, all aspects are dealt by the Board of Directors in general.

28) Policy on Non-discrimination regarding the Integration of the Board of Directors. As expressed in the above items, the power to appoint members of the Board of Directors is exclusive of the Ordinary Shareholders’ Meeting. Therefore, it is difficult that a Committee such as that under discussion could be effective for the control of possible discriminatory behaviors. The appointment is made with regard to the suitability of each candidate.

Grupo Financiero Galicia S.A.  Annual Report 2010    9

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Pedro A. Richards, certify that:

1) I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2010, of Grupo Financiero Galicia S.A.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4) The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5) The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: June 29, 2011

/s/ Pedro A. Richards

Pedro A. Richards
Chief Executive Officer
(principal executive officer)

EX-12.2

Exhibit 12.2

CERTIFICATION

I, José Luis Gentile, certify that:

1) I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2010, of Grupo Financiero Galicia S.A.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4) The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5) The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: June 29, 2011

/s/ José Luis Gentile

José Luis Gentile
Chief Financial Officer
(principal financial officer)

EX-13.1

Exhibit 13.1

CERTIFICATION
(pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2010, of Grupo Financiero Galicia S.A. (the “Company”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Pedro A. Richards, Chief Executive Officer of the Company, certify that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 29, 2011

/s/ Pedro A. Richards

Pedro A. Richards
Chief Executive Officer
(principal executive officer)

A signed original of this written statement required by Section 906 has been provided to Grupo Financiero Galicia S.A. and will be retained by Grupo Financiero Galicia S.A. and furnished to the Commission or its staff upon request.

EX-13.2

Exhibit 13.2

CERTIFICATION
(pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2010, of Grupo Financiero Galicia S.A. (the “Company”), as filed with the U.S. Securities and Exchange Commission (the “Commission”) on the date hereof (the “Report”) and pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, José Luis Gentile, Chief Financial Officer of the Company, certify that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 29, 2011

/s/ José Luis Gentile

José Luis Gentile
Chief Financial Officer
(principal financial officer)

A signed original of this written statement required by Section 906 has been provided to Grupo Financiero Galicia S.A. and will be retained by Grupo Financiero Galicia S.A. and furnished to the Commission or its staff upon request.