BANCO CENTRAL DE THE REPUBLIC OF ARGENTINA

COMMUNICATION “A” 3941 30/04/2003

TO FINANCIAL ENTITIES:

Ref.: Circular

REMON 1 - 778

Regulation of Chapter II of Decree No.

739/2003.

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We address you with reference to the cancellation procedure for the assistance granted under Article 17 of the Organic Charter until 03/28/03, as established in Decree No. 739/03, Chapter II.

Regarding this matter, we bring to your attention that the Board of Directors of this Institution has resolved that:

“I. Entities that adhere to the cancellation procedure provided for in Art. 8 of Chapter II of the aforementioned Decree, must comply with the following:

I.1. Adherence Note: It shall be submitted within 30 banking days counted from the date of this Communication, according to the model attached as Annex I. Adhesions received within this period will be considered effective as of the date of issuance of this Communication.

I.2. Amortization Schedule: Along with the Adherence Note, a detail must be provided with the percentages and amounts corresponding to each monthly installment, taking into account the development of due dates for principal and interest – for the excess over the 3.5% annual rate – of the offered and accepted guarantees, applied to the debt balance determined as of 02/28/03.

This schedule may not have an evolution of its cumulative cancellations lower than the table provided in Annex II of this Communication, nor may any installment have a monthly cancellation lower than 0.90% applied to the debt balance as of the date established in the previous paragraph, observing that:

I.2.1. The principal and interest amortization services of the aforementioned schedule and the cancellations the financial entity decides to make in advance before the month of March 2004, will be calculated with effect on the second banking day of the month following when they occur.

I.2.2. When early cancellations occur, the maturity schedule will be adjusted, taking into account the criterion established by Decree 739/03, regarding the return of guarantees which will be returned pro rata in the reverse order of the priority established.

I.2.3. If these cancellations are confirmed, a new amortization schedule resulting from applying the aforementioned criterion must be presented to the Main Credit Department. The presentation will be made on the due date of the service corresponding to the same month in which said cancellations take place.

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I.2.4. This schedule will be subject to review and subsequent approval by the General Sub-Manager of Operations, without prejudice to applying from the date of adherence the rate provided for in point I.3 of this Communication.

I.3. Interest: For the application of the nominal annual interest rate provided for in Art. 9 inc. f) of Decree No. 739/03, the fixed divisor 360 will be considered. It will be applied from the date of adherence to this regime. The due date for the first service will be on 05/05/2003 and the following ones on the second banking day of each calendar month.

I.4. Guarantees: The assistance subject to this cancellation regime must be secured by the pledge of “National Government Guaranteed Loans”, originated in Decree No. 1646/01, for a residual nominal value including the variation experienced by the CER - of 125% of the amount of the debt capital, which, at a minimum, must be maintained constantly until the total cancellation of the debt. Consequently, entities that adhere to this regime and currently possess other assets affected as collateral must proceed to their substitution within the period provided for in point I.1 above, observing what is stipulated in the following paragraph. To this end, they must present to the Main Credit Department a Pledge Contract – whose model is attached as Annex III – and the form – integrated and signed – required by Caja de Valores S.A. by which the pledge is constituted in favor of the B.C.R.A..

Those entities that lack partially or totally of the aforementioned Public Debt instruments, must materialize or complete the guarantee with Bonds Guaranteed by the National Government issued within the framework of Decree No. 1579/02, or with any of the Bonds issued in accordance with Decrees Nos. 905/02, 1836/02 and 739/03, with those whose final maturity is registered first being destined for this purpose. In all cases, the instruments to be integrated as collateral must be, in first order, adjustable by the variation experienced by the CER.

When it corresponds to the release of the assets affected as collateral in the case that the minimum coverage margin established is exceeded, the priority defined in the previous paragraph in reverse order must be observed.

The guarantees will be maintained without decrease, in the terms provided for in clause g) “in fine” of Article 9 of Decree 739/03.

Initially, the guarantees will be constituted affecting the eligible assets registered in the accounting statements as of 03/31/03 observing the order of priority established in the matter.

I.5. Realization of amortization installments and interest services:

The amortization installments and interest services resulting from the application of the preceding conditions at the due date fixed in point I.2.1. will be automatically debited from the current accounts of the financial entities opened in this Institution.

I.6. Refinancing of debts with external creditors:

The provisions disseminated through Communication “A” 3940 will be observed.

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In case of non-compliance with the terms of that regulation, it will be considered that the entity has resolved not to adhere to this procedure, being applicable - consequently - what is provided for in section II of this Communication.

I.7. Special report from the external auditor:

The external auditor of the financial entity must issue a special report regarding compliance with the conditions of this regime, emphasizing the priority of the assets affected as collateral. Said report must be presented along with the adherence note and updated on the occasion when early cancellations and/or substitution of assets affected as collateral occur.

I.8. Other provisions:

The limitations provided for in the following provisions will not apply with respect to entities that adhere to this regime and meet the established conditions:

a) 1.9.1. and 1.10. of Section 1. of the norms on “Credit Management”, and

b) Primary subscription of LEBAC (Communication “B” 7621).

II. Entities that do not adhere to the cancellation procedure provided for in Chapter II of Decree No.

739/03:

II.1 The assistance granted will accrue between the date of dissemination of this Communication and 12/10/2003 the LEBAC rate in pesos not adjustable by CER for one year or, in case of not having auctions at that term, for the immediate previous term, according to the result of the last bid realized that is in force on the day previous to the collection of monthly interests.

II.2. On 12/10/2003, the cancellation of the debt balance as of that date will operate.”

We salute you very attentively.

BANCO CENTRAL OF THE REPUBLIC OF ARGENTINA

Adolfo Carlos Lavenia Raúl Omar Planes

Main Credit Manager General Sub-Manager of Operations

ANNEX

B.C.R.A.

Annex I to

Com. “A”

3941

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MODEL OF ADHERENCE NOTE

Place and date,

Main Credit Department of the

BANCO CENTRAL OF THE REPUBLIC OF ARGENTINA

PRESENT.

I have the pleasure of addressing you with the purpose of adhering to the cancellation procedure for assistance granted under Article 17 of the Organic Charter of that Central Bank provided for in Article 8 of Decree No. 739/03.

Consequently, I request that the adherence of our entity to the cancellation procedure for assistance referred to in the preceding paragraph be considered formulated, leaving on record that this implies our full consent and acceptance of all provisions emanating from the aforementioned Decree and Communication “A” 3941.

To this effect, I attach the amortization schedule provided for in point 2. of the aforementioned Communication, with the corresponding external auditor's opinion.

Finally, we authorize you irrevocably to automatically debit from our current account opened in this Institution the amount of the amortization installments and interest services resulting from the application of the established conditions.

Without further particular, I salute you very attentively.

(Signature of the President of the Board of Directors of the entity, or President of the Board of Directors or signature of the highest authority exercising representation in the Argentine Republic of branches of foreign institutions, certified by a Public Notary, with record of sufficient powers of the signatory and legalization, if applicable).

B.C.R.A.

Annex II to

Com. “A”

3941

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Amortization Schedule

INSTALLMENT NO. MONTHLY PERCENTAGE CUMULATIVE INSTALLMENT NO. MONTHLY PERCENTAGE CUMULATIVE

1 0.9019 0.9019 36 1.3932 40.6912

2 0.9132 1.8151 37 1.4106 42.1018

3 0.9246 2.7397 38 1.4282 43.5300

4 0.9362 3.6759 39 1.4461 44.9761

5 0.9479 4.6238 40 1.4641 46.4402

6 0.9597 5.5835 41 1.4824 47.9226

7 0.9717 6.5552 42 1.5010 49.4236

8 0.9839 7.5391 43 1.5197 50.9433

9 0.9962 8.5353 44 1.5387 52.4820

10 1.0086 9.5439 45 1.5580 54.0400

11 1.0212 10.5651 46 1.5774 55.6174

12 1.0340 11.5991 47 1.5972 57.2146

13 1.0469 12.6460 48 1.6171 58.8317

14 1.0600 13.7060 49 1.6373 60.4690

15 1.0733 14.7793 50 1.6578 62.1268

16 1.0867 15.8660 51 1.6785 63.8053

17 1.1003 16.9663 52 1.6995 65.5048

18 1.1140 18.0803 53 1.7208 67.2256

19 1.1279 19.2082 54 1.7423 68.9679

20 1.1420 20.3502 55 1.7640 70.7319

21 1.1563 21.5065 56 1.7861 72.5180

22 1.1708 22.6773 57 1.8084 74.3264

23 1.1854 23.8627 58 1.8316 76.1580

24 1.2002 25.0629 59 1.8539 78.0119

25 1.2152 26.2781 60 1.8771 79.8890

26 1.2304 27.5085 61 1.9006 81.7896

27 1.2458 28.7543 62 1.9243 83.7139

28 1.2614 30.0157 63 1.9484 85.6623

29 1.2771 31.2928 64 1.9727 87.6350

30 1.2931 32.5859 65 1.9974 89.6324

31 1.3093 33.8952 66 2.0223 91.6547

32 1.3256 35.2208 67 2.0476 93.7023

33 1.3422 36.5630 68 2.0732 95.7755

34 1.3590 37.9220 69 2.0991 97.8746

35 1.3760 39.2980 70 2.1254 100.0000

B.C.R.A.

Annex III to

Com. “A”

3941

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PLEDGE CONTRACT.-

Between the Central Bank of the Republic of Argentina, represented by......, in its capacity as Attorney-in-fact, pursuant to the Deed of substitution of Power number ...... granted before the Notary Public of this city......, Holder of the Notarial Registry N°...... of the Federal Capital, with domicile at Reconquista N° 266 of the Autonomous City of Buenos Aires (hereinafter referred to as “B.C.R.A.”), on one part, and the Bank ......, represented by......, both in their capacity as Attorneys-in-fact, pursuant to the Power (General or Special) granted by Deed Number ......, of the ......, passed to Folio ......of the Notary of this City, ......, with domicile at ...... of the Autonomous City of Buenos Aires (hereinafter the “ENTITY”), on the other part, agree to celebrate the present pledge contract, which will be subject to the following clauses:

FIRST: GUARANTEED MAIN OBLIGATION.

This pledge is constituted as guarantee for the cancellation of the debt that the ENTITY maintains with the B.C.R.A. by virtue of financial assistance granted under Article 17 of the Organic Charter of the B.C.R.A., whose amount amounts to $...... as of 03/28/03, plus the sums that are incorporated into the aforementioned sum as a result of the application of the C.E.R. and its corresponding interests - hereinafter the “CREDIT”-. The credit will be cancelled in accordance with the terms provided for in the Adherence provided by the ENTITY through a note dated...... All of this in accordance with the provisions emanating from the Decree of the Executive Power 739 of date 03/28/03 and Communication “A” ...... of date......

SECOND: CONSTITUTION OF THE PLEDGE.-

As guarantee for the payment of the CREDIT, the ENTITY constitutes in favor of the B.C.R.A. a real right of pledge in the first degree (in accordance with what is established by art. 584 and concordant articles of the Commercial Code) over the portion of the creditor rights that correspond to the ENTITY resulting from the Guaranteed Loan Contract signed on date 7-12-01, in accordance with the terms of decree 1.387/01, complementary and modifying the National Executive Power, including the rights over the guarantee constituted in accordance with Clause Fifth of the aforementioned Contract, for up to the sum of pesos/US dollars ...... million ($/u$s ......-). Attached to the present, as Annex I, is the detail of the New Guaranteed Loans subject to this pledge (name, Code in Caja de Valores, Nominal Values, etc.) and as Annex II copies of the records issued by Caja de Valores S.A. regarding account opening and deposit of the New Guaranteed Loans, which shall become part of this contract.

B.C.R.A.

Annex III to

Com. “A”

3941

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It is recorded that prior to the present, the parties signed a pledge contract of date .......(whose signatures by the Entity were certified by the notary......), by which the National Guaranteed Loans detailed in Annex I to this contract were encumbered (differentiate in Annex I the G.L.s encumbered prior to those that are added by this contract), manifesting the parties that the guarantee constituted by said contract remains fully in force and that it integrates the one instrumented under the present contract, adjusted to the Adherence provided by the entity and to the terms of the provisions indicated in the FIRST clause. (this paragraph will appear according to the case)

Within three (3) days counted from the simple request made in this sense by the B.C.R.A., the ENTITY will notify Caja de Valores S.A. in a reliable manner, as the registration entity of the Guaranteed Loan Contract, the entire terms of the present contract, in order for it to proceed to take note of the pledge rights conferred by the present to the B.C.R.A.

THIRD: EXERCISE OF RIGHTS.-

The ENTITY undertakes not to constitute on the pledged rights in this act, any other real or personal encumbrance, nor to sell, assign or transfer them under any legal title.-

FOURTH: EXECUTION OF THE PLEDGE.-

If the ENTITY does not comply with the payment of the CREDIT, its interests or accessories or with any of the obligations provided for in this pledge contract, in the terms provided for in the Adherence provided by the ENTITY and the legal provisions cited in the FIRST clause, the ENTITY expressly authorizes B.C.R.A. to collect the CREDIT with the cash flows coming from the collection installments of amortization and interest of the Guaranteed Loan Contract individualized in Annex I. and/or from the amounts coming from the execution of the guarantee constituted in accordance with Clause Fifth of the latter.

FIFTH: TERM OF THE PLEDGE:

The pledge will be valid until the total and integral cancellation of the CREDIT.

SIXTH: DOMICILES AND JURISDICTION.-

For all effects derived from the interpretation, application and execution of this contract, the parties constitute domiciles in the places indicated in the header of this agreement, submitting themselves to the Federal Courts of the Federal Capital.-

In proof of conformity, two copies are signed, in the Autonomous City of Buenos Aires, on the ...... days of the month of ...... of 2003.-