Exhibit
      1.1




**RESTATED
      BYLAWS** **OF BANCO MACRO S.A.**





**TITLE
      I - NAME, ADDRESS AND DURATION OF THE COMPANY** .
      Corporate name and address. **SECTION
      1** : Banco
      Macro S.A., the surviving entity of Banco Bansud S.A., which is, in turn, the
      surviving entity of Banco del Sud Sociedad Anónima, continues carrying on
      businesses under the name of **BANCO
      MACRO S.A** .,
      with
      principal place of business in the City of Buenos Aires. The Bank may establish
      branches, affiliates, of any kind or nature whatsoever, representations or
      correspondent offices, either within or without the country, whether or not
      assigning to them a specified capital amount, in accordance with applicable
      legal and banking rules in effect . **Duration.
      SECTION 2** .
      The
      duration of the company is established until March 8, 2066. **TITLE
      II CORPORATE PURPOSE. Activities. SECTION 3.** The
      purpose of the company is to engage within or without the country, (a) in any
      banking transactions contemplated and authorized under the *Ley
      de Entidades Financieras* (Argentine
      Financial Institutions Law), and other laws, rules and regulations governing
      the
      bank activity in the place of performance, under the guidelines and with prior
      authorization if appropriate, of *Banco
      Central de la República Argentina;* (b)
      in
      its capacity as Agent of *Mercado
      Abierto de Títulos Valores,* in
      any
      exchange transactions contemplated under the legal provisions in effect
      governing the activity, under the guidelines and with the prior authorization,
      if appropriate of *Comisión
      Nacional de Valores* .
      To that
      effect, the company avails of full legal capacity to achieve rights, incur
      obligations, and execute any kind of acts and transactions related thereto.
      (c)
      To have an interest in other domestic or foreign financial institutions with
      the
      prior authorization of *Banco
      Central de la República Argentina.* **CAPITAL
      STOCK AND SHARES. SECTION 4.** The
      Company may, under a resolution of the Ordinary Shareholders’ Meeting request
      from the competent authorities, that all or any of its representative shares
      of
      capital stock are admitted to listing in domestic and/or foreign stock exchanges
      or securities markets. As long as the company is authorized to make a public
      offer of its shares, the amount of capital stock, and any changes therein shall
      be shown on the Company’s balance sheet, with additional information on the
      increases already recorded with *Registro
      Público de Comercio.* **Increase
      in capital and classes of shares. Conversion of Class “A” Shares into Class “B”
Shares. SECTION 5.** The
      capital stock may be five folded by a resolution adopted by the Ordinary
      Shareholders’ Meeting that shall provide for the characteristics and features of
      the shares, and may delegate the time of issue, form and conditions of payment
      to the Board of Directors. Provided the Company is authorized to make a public
      offer for its shares, the capital stock may be increased unlimitedly by the
      Ordinary Shareholders’ Meeting. The par value of each share shall be AR$1 (one
      Peso) per share. The capital stock shall be represented by (a) book-entry shares
      or certified notes, the latter, registered, non-endorsable; (b) common or
      preferred shares, according to the legislation in effect. Common shares shall
      be
      Class A, and have five voting rights per share, or Class B, and have one voting
      right per share. No new shares with plural voting rights may be issued while
      the
      Company is subject to the public offer system, except for those shares issued
      as
      consequence of capitalization of capital adjustments or any other exemptions
      to
      be consented in future by the applicable ruling. Preferred shares shall be
      entitled to a preferred fixed dividend, cumulative or not, according to the
      terms of issue. Preferred shares may also be granted an additional participation
      in liquid and realized profits, and be acknowledged a priority reimbursement
      of
      capital in case of liquidation or winding up of the Company. Preferred shares
      shall have no voting right, except for those cases expressly provided under
      the
      legal rules. Upon request by any titleholder of Class A common shares, the
      Board
      of Directors shall convert the whole or part of its Class A shares into Class
      B
      common shares. Prior to the exchange, the Board of Directors shall confirm
      the
      non-existence of any restrictions preventing or limiting such exchange. No
      new
      shares shall be issued unless the total number of shares previously issued
      by
      the Company are totally subscribed and paid. Capital increases shall be made
      through, including but not limited to, capitalization of reserves made to that
      effect, additional contributions by shareholders or any third parties, all
      in
      conformity with applicable legal provisions. The capital stock may be decreased
      by a resolution of the Special Shareholders’ Meeting, subject to the prior
      authorization by *Banco
      Central de la República Argentina.*  **Book-entry
      shares. SECTION 6.** Book-entry
      shares shall be recorded with accounts maintained in the name of titleholders
      in
      a record kept to that effect, to be carried by the Company, other bank or *caja
      de valores* (entity
      that clears and holds securities in custody). The transmission of shares shall
      be registered under the records, always in compliance with the other
      requirements provided under any legal and regulatory provisions. The shares
      shall be always with the same value in Argentine currency, and shall confer
      the
      same rights within each class.









**SECTION
      7.** Shares
      and/or representative securities thereof shall be non-divisible; notwithstanding
      shares may be subscribed in the name of companies, only one person shall be
      recognized as owner for each security. On that account, in the case of co
      ownership, the unification of representation shall be required for the
      enforcement of rights, and performance of corporate obligations. In the case
      of
      certified notes, they shall be represented by a global security. **Common
      shares. SECTION 8.** Common
      shares shall entitle their holders to preferential subscription and preemptive
      rights for new shares of the same class, ratably over the shares they could
      have
      subscribed at that time, in accordance with the legal provisions in effect.
      In
      the event a successive or simultaneous issue of shares of the same class is
      decided, all shareholders shall avail of a subscription right ratably over
      the
      number of shares under their ownership, irrespective of their class. **Issue
      of shares. SECTION 9.** Any
      resolution to issue new shares shall be disseminated through notices to be
      published in such mass media, and for the term to be provided by the legal
      provisions, so that shareholders may enforce their preference rights, as
      appropriate. **SECTION
      10.** Whenever **** an
      increase in the nominal value of shares will eventually cause any shareholder
      to
      be unable to cover the full amount of one share with its subscribed capital,
      the
      shareholder shall be served a notice to subscribe the unsubscribed portion
      of
      that share until completion, within a thirty-day term. By the end of that
      period, the shareholder shall cease all title in such capacity, and the Company
      shall make available to the shareholder any capital amount that may have
      subscribed, determined on the basis of the ratable value over equity during
      the
      most recent balance sheet, plus any due updating until the date the funds are
      made available. The Company shall proceed to selling off the relevant fractional
      interest in shares to other shareholders and/or third parties which, in turn,
      shall subscribe the capital shortages required to be rounded up to the nearest
      full amount of the share. The same process shall apply in connection with
      fractional interest in shares. Whenever the Company’s shares are subject to
      public offer and quotation, the *Comisión
      Nacional de Valores,* and
      the *Bolsa
      de Comercio de Buenos Aires* rules
      and regulations shall apply. **SECTION
      11.** It
      is
      authorized the total or partial amortization of subscribed shares, which shall
      be implemented with realized and liquid profit, with the prior resolution of
      the
      Meeting fixing a fair price, and securing equality to shareholders. **Default
      in payment. SECTION 12.** The
      delay
      in payment shall cause the termination or expiration of the underwriter’s
      rights, and the loss of amounts already paid. To that end, the underwriter
      must
      be served due notice to complete any amounts due with the appropriate updating
      and interest, within a 30 (thirty) calendar day term. **Form
      of payment. SECTION 13.** Without
      prejudice to payment for shares in cash, the Shareholders’ Meeting may authorize
      any other kind of legal forms according to current or future legislation, which
      may be issued. **TITLE
      III MANAGEMENT. Board of Directors. Term of office. Alternate Director.
      Reelection for Board of Directors Members. SECTION 14: a.** The
      business and affairs of the Company shall be managed by the Board of Directors
      composed of such number of regular members as shall be determined at a Meeting
      of Shareholders, not less than three nor more than twelve. **b** .
      In case
      the Meeting of Shareholders shall appoint: (i) from three to eight directors,
      they shall hold office for a term of one year; and (ii) from nine to twelve
      directors, they shall hold office for a term of three years, and be renewed
      by
      thirds provided that in all cases no less than three Directors shall be renewed
      each time. **c** .
      The
      Meeting of Shareholders may appoint an equal or lesser number of Alternate
      Directors, to hold office for the same term than Regular Directors to fill
      any
      vacancy in the board occurring for any reason whatsoever, and shall further
      determine the order of substitution. **d** .
      Alternate Directors shall hold office until the substituted Regular Directors
      resume office, and should such absence be permanent, until the next Meeting
      of
      Shareholders at which Directors shall be appointed. Such Meeting shall decide
      upon ratification of Alternate Directors so that they may be in office until
      completion of the term of the retiring Directors, or the appointment of another
      Regular Director for such purpose. In case of vacancy of the Board, the
      Statutory Audit Committee shall appoint such Directors as shall be necessary
      so
      that the Board may take valid action until the next Meeting of Shareholders. **e.** Both
      Regular and Alternate Directors may be reelected indefinitely. In case the
      Meeting of Shareholders shall be held on a date occurring after the expiration
      of the term of office of Directors, the latter shall remain in office until
      their successors are duly qualified and elected. The first Meeting of
      Shareholders at which Directors shall be elected shall, if applicable and upon
      approval of the amendment to this Section, determine the elected Directors
      who
      shall hold office for a term of one, two and three years. **Appointment
      of the Board of Directors. SECTION 15.** The
      same
      meeting that appoints the members of the Board of Directors may elect the
      President, and the Vice President. If that is not the case, the Board shall,
      in
      the next following meeting to that of their election, appoint among its members
      the persons to perform the duties of the President and Vice President. The
      Board
      may elect a Secretary to the Board, entitled to attend the Ordinary or Special
      Shareholders’ Meetings, and the Board of Directors’ Minutes with voice but
      without vote. **Legal
      Representation. SECTION 16.** The
      President and the Vice President, either of them, shall be the legal
      representatives of the Company. Likewise, the Board of Directors may delegate
      the corporate representation to one or more of its members in certain
      circumstances.









**SECTION
      17.** Without
      prejudice to the provisions above, the Vice President shall serve in the place
      of the President in case of the President’s resignation, absence, impediment or
      excuse (recusal sua sponte), either temporary or final. **General
      Manager. Appointment and duties. SECTION 18:** The
      executive duties shall be entrusted to a General Manager appointed by the
      Meeting or the Board of Directors, who is not required to be a Director, and
      shall be liable in the same form and to the same extend as Directors. Upon
      the
      election, the General Manager shall deposit with the Company a performance
      bond
      for the amount as the Meeting or the Board of Directors thinks fit. The General
      Manager shall be entitled to attend the Shareholders’ Meetings, and the Board of
      Directors’ Meetings with voice but without vote. **Majority
      of votes. Calling Board of Directors’ Meetings. SECTION 19.** A
      majority of the members of the Board of Directors acting as a meeting duly
      assembled shall constitute a quorum for the transaction of business, and the
      resolutions shall be adopted by a majority of votes presents. In case of tie,
      the Chairman or its substitute shall have the casting vote. The Board of
      Directors shall meet at least monthly, without prejudice to any meeting, which
      may be convened upon any Director’s request. As for the latter case, Chairman
      shall call the meeting to take place on the fifth day after reception of the
      request. The notice shall be addressed to the Board of Directors, and to the
      members of the Audit Committee at least two business days in advance to the
      date
      fixed for the Board of Director’s meeting. The notice of the meeting must
      include the agenda to be transacted. Otherwise, the meeting shall be convened
      upon request of any of Directors, and the resolutions shall be transcribed
      in
      the Minute Book provided to that end. The fulfillment of the above mentioned
      requirements to call the meetings could be waived in duly justified cases of
      urgency that turn it impossible to comply with. The absent Directors may
      authorize another Director to vote on their behalf, through the relevant power
      of attorney passed into a public or private instrument, whose signatures shall
      be duly authenticated by any court, notarial or bank authority. The appropriate
      liability shall be that of Directors present. Each Director may cast the vote
      in
      the name of one or more absent Directors. Exceptionally, the Board of Directors’
meetings may be convened abroad. Upon authorization by the appropriate
      controlling authorities, the Board of Directors’ meeting shall be validly held
      through a video conference system, notwithstanding its members are located
      at
      different geographical sites, provided always that the identity of Directors
      participant shall be clearly differentiated. **SECTION
      20:** Each
      Director shall deposit with the Company a performance bond in an amount of
      one
      hundred pesos, in cash or its equivalent in public securities, in guarantee
      of
      faithfully discharge of the duties of the office. Whenever the deposit is made
      in cash, such sum shall be deposited with accounts being updated and/or accruing
      interest, which shall be compounded to the relevant guarantee, and thus shall
      be
      repayable together with principal. Such guarantee shall not be withdrawn until
      approval of the respective management. **Powers
      of the Board of Directors. SECTION 21.** The
      Board
      of Directors shall be fully empowered to take charge and control, to manage
      and
      dispose of the Company’s property and business towards compliance of the
      Company’s purpose. Consequently, the Board may in the name of the Company, do
      and enter into any kind of acts or contracts, including those which under
      provisions of article 1881 of the Civil Code, and 9 th , Title
      X of Book 2 nd of the
      Commercial Code, require special powers of attorney; to purchase, to request
      attachments, and dispose of real estate; to borrow money, sign and deliver
      in
      the name of the Company such promissory notes and other evidences of
      indebtedness as shall be deemed appropriate; to represent the Company before *Banco
      de la Nación Argentina, Banco de la Provincia de _Buenos Aires, Banco de la
      Ciudad de Buenos Aires, Banco de Inversión y Comercio Exterior
      S.A.* ,
      and
      other institutions of the kind, private offices, domestic and/or foreign; to
      execute and grant powers of attorney to one or more persons, for judicial,
      out-of court or administrative matters, including criminal sues, as may be
      necessary to such end; to establish affiliates, correspondent offices or any
      other kind of representation within or without the country, to participate
      with
      other domestic or foreign financial entities, to make foreign exchange
      transactions, and provide housing mortgage services, in compliance with *Banco
      Central de la República Argentina’s* requirements,
      or with its prior authorization, as appropriate; to appoint and remove the
      General Manager, and the other officers and employees of the Company, fixing
      their powers, duties and compensation, and generally, may provide for any legal
      acts which directly or indirectly may affect the achievement of the Company’s
      corporate purpose. The Board may assign special duties to one or more Directors,
      which decision shall be transcribed and recorded in a minute. Likewise, the
      powers and duties of the Company’s Board of Directors may be specially regulated
      under a Rules Book *(Reglamento)* . **Establishment
      of committees. Appointment of its members and duties.**









**SECTION
      22.** The
      Board
      of Directors shall create all such committees as deemed appropriate for the
      business of the Company, and may also appoint their respective members, and
      Chairman. The members of the above mentioned committees may authorize any other
      member thereof to vote on their behalf, through the mandate granted in any
      legal, notarial or bank form, as appropriate. The Board may delegate the
      transaction of the ordinary management of the business to an Executive Committee
      composed of two or more Directors, who shall be elected from among their
      members. Such Committee shall be entrusted the ordinary management of the
      corporate and administrative business, and shall meet at any time it may deem
      advisable. Likewise, the Chairman of the Executive Committee, to preside the
      Committee’s meetings, shall be appointed by the Board, and the appropriate
      resolutions shall be recorded with a special minute book to that effect, and
      information thereof shall be given to the Board at the Board’s meetings to be
      held in future. The members of the Executive Committee may authorize any other
      member of the above committee to vote on their behalf, through the mandate
      granted in any legal, notarial or bank form, as appropriate. The Executive
      Committee shall be validly held with the attendance of a majority of its
      members, and shall resolve with the favorable vote of a majority of those
      present. The General Manager may be invited to the meetings, in which case
      shall
      access to participate in voice. The General Manager shall be assigned by the
      Board of Directors the relevant duties of the office with specific limitations
      on the powers, expressly excluding therefrom the following activities: (a)
      execute trade agreements which may compromise the Company’s future; (b) to give
      deposits, avals or guarantees, to borrow money; (c) to purchase or sell
      corporate or business participations; and (d) any other action which may
      substantially compromise the Company’s future. The Board of Directors, at the
      same Board of Directors’ Meeting shall be informed by the Executive Committee
      about the activities performed prior to the meeting, and likewise the latter
      shall report within three calendar days after taking of notice of any relevant
      event or action for the Company which it may deem appropriate. **SECTION
      22 BIS:** The
      Audit
      Committee contemplated under the *Régimen
      de Transparencia de la Oferta Pública* of
      Decree
      677/2001 shall be composed of three regular directors and a number equal or
      lower of alternate directors who shall be elected by the Board from its members,
      through a simple majority of their votes. All knowledgeable Directors on
      financial, accounting or corporate matters may be members of the Committee.
      The
      majority of its members shall act in an independent capacity, according to
      the
      criteria established thereto by the Rules of *Comisión
      Nacional de Valores.* The
      Committee may lay down its own Internal Rules. The provisions in these Bylaws
      in
      connection with the operation of the Board of Directors, and the rules for
      the
      managerial body, shall be applicable to the Committee’s meetings, its minute
      books, and periodicity of meetings. As for the remaining members of the Board,
      and the Syndics, they may be present at the Audit Committee’s meetings with
      voice but without vote. The Committee may exclude them from its meetings through
      a well grounded resolution. The Committee’s powers and duties shall be those
      contemplated under article 15 of Decree 677/2001, and Resolution General No.
      400/2002 of *Comisión
      Nacional de Valores,* incorporated
      to Chapter III of the Rules of *Comisión
      Nacional de Valores,* and
      all
      other future authorities and duties to be provided. The Audit Committee shall
      prepare an annual action plan for each fiscal year, which shall be reported
      to
      the Board of Directors, and the Supervisory Committee. Upon request of the
      Committee, the other directors, syndics, managers and external auditors shall
      be
      required to attend to its meetings, and give their collaboration and make
      available their access to information. The Committee may request for advisory
      services of counselors and other independent professionals, and hire their
      services in the name of the company according to the budget to be approved
      to
      that effect by the shareholders’ meeting. Fixing of the budget may be delegated
      by the meeting to the Board. **TITLE
      IV SUPERVISION. SECTION 23.** Supervision
      of the Company shall be entrusted to a Supervisory Committee, whose operation
      shall conform to provisions under articles 284 et al. of Law 19550, as amended.
      The members of the Supervisory Committee shall be elected for a one fiscal
      term. **SECTION
      24.** The
      corporate body contemplated in the paragraph above shall supervise the Company
      to the extent provided under the Commercial Companies Law. **TITLE
      V MEETINGS. SECTION 25.** The
      Meetings shall be Ordinary or Special, according to the business to be
      transacted, and according to the competence in each case provided under the
      legal rules in effect. The annual Ordinary Meeting shall be held to the purposes
      established under Law 19550, as amended, and by the rules of *Comisión
      Nacional de Valores,* within
      four months after the close the fiscal year. Likewise, a meeting shall be held
      upon request of each Board of Directors, the Supervisory Committee or
      shareholders representing at least five percent (5%) of the capital stock,
      whenever they deem it appropriate. **Shareholders’
      meetings and chairmanship thereof. SECTION 26.** The
      ordinary shareholders’ meetings shall be duly convened on a first call with the
      attendance of shareholders representing a majority of shares entitled to vote.
      On a second call, they shall be deemed validly convened whatever is the number
      of shares present. The special meetings shall convene on the first call with
      the
      attendance of shareholders representing sixty percent of shares entitled to
      vote, and on a second call, with the attendance of a majority representing
      twenty percent of shares entitled to vote. They shall be presided by the
      Chairman of the Board or its substitute, or in the absence of directors, by
      the
      person to be appointed to the effect by the meeting itself. **Quorum
      and majority in Meetings.**









**SECTION
      27.** The
      resolutions of the ordinary and special meetings, on a first or second call,
      shall be adopted by an absolute majority of the votes present. In special
      assumptions, the majorities required shall be the requisite statutory
      majorities. **Call
      to meetings. SECTION 28.** Meetings
      shall be called through advertisements published in mass media under the terms
      and conditions as expressly provided by law. The Ordinary Meetings shall be
      convened on a first, and on a second call, simultaneously. **Attendance
      to Meetings. SECTION 29.** Any
      shareholder wishing to attend and vote at the meeting shall address a written
      communication to the Company to ask for his/her recording in the book of
      attendance at Shareholders’ Meetings, at least three business days prior to the
      date of such meeting. In the event of registered or book-entry shares, which
      register is carried by a third party, the shareholders, at the same time, shall
      accompany evidence as titleholders of the shares enabling them to attend the
      meeting. The Company shall provide them the relevant receipt voucher to be
      exhibited at the Meeting. **Representation
      at Meetings, and the Minute Book. SECTION 30.** Shareholders may be represented at Meetings through a power of attorney passed
      into a private instrument, whose signatures shall be duly authenticated by
      any
      court, notarial or bank authority. Shareholders or its representatives shall
      affix their signatures in the Book of Attendance provided to that end. The
      minute of the Meeting that shall summarize the representations and resolutions
      resulting from the agenda discussed shall be prepared and signed the Chairman,
      and the associates appointed to the effect. The Ordinary Shareholders’ Meeting
      shall be held at the date fixed by the Board of Directors or by whoever is
      authorized to convene it. The meeting shall discuss all subjects listed under
      Law 19550, as amended. The Meeting shall also be informed about the ongoing
      business of the Company, and the principal politics and main projects in the
      fiscal year, accounting criteria, and rules followed in the preparation of
      the
      financial information. The Special Shareholders’ Meeting shall be entrusted the
      treatment of the items described under Law 19550, as amended. The Special
      Shareholders’ Meetings shall be held exclusively to consider those matters with
      effects on the shareholders of the relevant class of shares. Any amendments
      to
      the Bylaws approved by the Special Shareholders’ Meeting shall be subject to the
      controlling agencies’ approval. **TITLE
      VI FISCAL YEAR CLOSE. ALLOCATION OF PROFITS. SECTION 31.** The
      Company’s fiscal year shall close on December 31, each year. As of such date a
      general inventory shall be conducted, and the accounting statements prepared
      according to the rules in effect on the subject. Liquid and realized profit
      shall be assigned: (a) the percentage, as appropriate, according to legal and
      statutory provisions applicable to banks, to the legal reserve fund; (b) the
      sum
      to be fixed by the Meeting as remuneration to the Board of Directors, and the
      Supervising Committee; (c) the amounts required to meet the fixed dividend,
      with
      priority of cumulative unpaid, and the appropriate share if any to preferred
      stocks; (d) the sums to be designated on a grounded basis by the Meeting, to
      building reserve to fund reserves, and provident funds; (e) any remaining funds
      shall be applied to payment of dividends for shares, or to any other purpose
      to
      be determined by the Meeting, provided that is always in compliance with legal
      and statutory provisions in effect. **SECTION
      32.** Anticipated
      dividends resultant from special balance sheets may, under a prior well-grounded
      resolution be assigned in conformity with statutory provisions. Dividends shall
      be payable ratably over the relevant paid-up capital, and prescribe in favor
      of
      the Company three years after the date they were made available to shareholders.
      Also, in conformity with a prior resolution from the Company’s Board, an
      advancement of fees may be payable to Directors on account of future
      compensations. Losses, if any, shall be offset first with the profit of former
      fiscal years which are still pending allocation, and in the event of
      insufficient profit, with the requisite reserves enforced by *Banco
      Central de la República Argentina’s* rules,
      and lastly with paid-up capital. In this case, it is necessary a resolution
      from
      a Special Shareholders’ Meeting approving a decrease in the capital stock, and
      the prior consent of the Central Bank in that respect. **TITLE
      VII DISSOLUTION AND WINDING-UP. SECTION 33.** In
      case
      of dissolution of the Company, this circumstance shall be reported to *Banco
      Central de la República Argentina,* for it
      to resolve whether to take charge of the winding-up proceedings or to delegate
      such powers to the Board of Directors, under control by the Supervisory
      Committee. Under this latter option, the Meeting may also appoint a Liquidating
      Committee in substitution of the above mentioned proceeding, while fixing its
      terms of performance. The liquidating transactions shall be made through the
      company’s statutory control body. **SECTION
      34.** Upon
      settlement of liabilities, and repayment of principal with specific preferences
      provided, the remaining balance shall be distributed among shareholders ratably
      over the paid-up capital. **SECTION
      35.** The
      Company shall always abide by the applicable domestic legislation including,
      provided that is not contrary to any provisions of local law, the compliance
      with the foreign law applicable to its controlling shareholder.