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                                                                     EXHIBIT 4.1

FOLIO 1208. FIRST CERTIFIED COPY. DEED NUMBER: FOUR HUNDRED FIFTY THREE. In the
City of Buenos Aires, Capital of the Republic of Argentina, on this twelfth day
of the month of April of the year two thousand and two, before me, authorizing
notary public, there appear: 1.- Mr. JORGE ALBERTO GILLIGAN, Argentinean, of
age, married, bearer of National Identity Document (LE) number 5,530,841; Mr.
RAMON ALBERTO PAZ, Argentinean, of age, who declares to be divorced, bearer of
National Identity Document (LE) number 8,603,075, both domiciled at Sarmiento
500, in this city; 2.- Mr. JOSE ALFREDO SANCHEZ, Argentinean, of age, married,
bearer of National Identity Document number 11,986,083; Mr. JUAN JOSE ALDAZABAL,
Argentinean, of age, married, bearer of National Identity Document number
12,045,173, both domiciled at Avenida Presidente Roque Saenz Pena 660, in this
city; 3.- Mr. GERARDO ALBERTO GALMES, Argentinean, of age, married, bearer of
National Identity Document number 7,602,466; Mr. CARLOS COHEN, Argentinean, of
age, divorced, bearer of National Identity Document number 4,297,090, both
domiciled at Reconquista 484, in this city; 4.- Mr. DELFIN JORGE EZEQUIEL
CARBALLO, Argentinean, of age, married, bearer of National Identity Document
number 10,788,109, domiciled at Sarmiento 735, in this city; 5.- Mr. JULIO
AUGUSTO MACCHI, Argentinean, of age, widower, bearer of National Identity
Document (LE) number 4,316,923, domiciled at Sarmiento 310, in this city; Mr.
NORBERTO DANTE ALEJANDRO MATHYS, Argentinean, of age, married, bearer of
National Identity Document number 13,653,224, domiciled at Sarmiento 310, in
this city; 6.- Mr. CARLOS LORENZO MARTINEZ, Argentinean, of age, married, bearer
of National Identity Document (LE) number 7,603,669; Mr. MAURO MAZZARELLI,
Italian, of age, married, bearer of National Identity Document number
93,723,047, both domiciled at Florida 40, in this city; 7.- Mr. GABRIEL DIEGO
MARTINO, Argentinean, of age, married, bearer of National Identity Document
number 17,490,930; Mr. MARCELO LUIS DEGROSSI, Argentinean, of age, married,
bearer of National Identity Document number 12,728,675, both domiciled at
Florida 201, in this city; 8.- Mr. CARLOS VILLAHOZ, Argentinean, of age,
married, bearer of National Identity Document number 11,478,659; Mr. ADRIAN
ALEJANDRO BRESSANI, Argentinean, of age, married,

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bearer of National Identity Document number 16,965,379, both domiciled at
Reconquista 199, in this city; 9.- Mr. HECTOR GUEDES, Argentinean, of age,
married, bearer of National Identity Document (LE) number 8,265,527, domiciled
at Esmeralda 83, in this city; 10.- Mr. EMILIO CARLOS GONZALEZ MORENO,
Argentinean, of age, single, bearer of National Identity Document (LE) number
5,407,612, domiciled at 25 de Mayo 99, in the city of Viedma, Province of Rio
Negro, in transit in this city; 11.- Mr. CLAUDIO ALBERTO CESARIO, Argentinean,
of age, married, bearer of National Identity Document number 13,214,227; Mr.
GABRIEL OMAR ALONSO, Argentinean, of age, married, bearer of National Identity
Document number 14,140,808, both domiciled at Bartolome Mitre 480, in this city;
12.- Mr. MARIO CESAR PARRADO, Uruguayan, of age, married, bearer of National
Identity Document number 92,005,026, and Mr. CESAR ALBERTO BLAQUIER,
Argentinean, of age, married, bearer of National Identity Document number
18,409,458, both domiciled at Florida 99, in this city; 13.- Mr. JOSE CARLOS
JAIME, Argentinean, of age, married, bearer of National Identity Document (LE)
number 4,201,158, domiciled at Avenida Corrientes 311, 10th floor, in this city;
14.- Mr. HERNAN JAVIER GUTIERREZ, Argentinean, of age, married, bearer of
National Identity Document number 18,205,706, and Mr. LUIS MARIANO SALAS,
Argentinean, of age, married, bearer of National Identity Document number
20,569,589, both domiciled at Florida 631, in this city; and 15.- Mr. DANIEL
ANTONIO LLAMBIAS, Argentinean, of age, bearer of National Identity Document
number 7,777,848, married; Mr. LUIS MARIA RIBAYA, Argentinean, of age, bearer of
National Identity Document number 10,144,984, married, both domiciled at
Teniente General Juan D. Peron 407, in this city. I attest that the appearing
parties are personally known unto me and that they appear as follows: 1.- the
first two individuals appear on behalf of and in their capacity as joint agents
of BANCO MARIVA SOCIEDAD ANONIMA, located in Sarmiento 500, in this city,
registered at the National Court of First Instance in Commercial Registration
Matters on February 5, 1975, under number 8, on folio 465 of Book 81, Volume A,
of Bylaws of National Corporations (sociedades anonimas); by virtue of the Broad
General Power of Attorney dated July 17, 1997, entered on folio 699 of Notarial
Record 1181, of

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which Notary Public Guillermo Emilio Coto is in charge; 2.- the two individuals
indicated in second place, appear on behalf of and in their capacity as joint
agents of BANCO COMAFI SOCIEDAD ANONIMA, located at Avenida Presidente Roque
Saenz Pena 660, in this city, registered at the Public Registry of Commerce on
October 25, 1984, under number 7383, of Book 99, Volume A, of Bylaws of National
Corporations, by virtue of the Special Power of Attorney dated June 14, 2001,
entered on folio 2808 of Notarial Record 442, of which Mr. Ricardo Galarce,
Notary of this city, is in charge; 3.- the two individuals indicated in the
third place, on behalf of and in their capacity as joint Agents of BANCO
CREDICOOP COOPERATIVO LIMITADO, located at Reconquista 484, in this city,
registered at the Cooperative Action Institute (Instituto de Accion Cooperativa)
on February 19, 1979, on folio 52 of Minutes Book number 29, under Registration
number 8945 and Minutes number 13.970, and as a Private Commercial Bank under
number 14.028; by virtue of the Special Power of Attorney dated March 30, 1999,
entered, before Lidia Nazar de Cabrera, Notary Public of this city, on folio
1788 of Notarial Record 1123 she is in charge of; 4.- the individual named in
the fourth place appears on behalf of and in its capacity as agent of BANCO
MACRO S.A., located at Sarmiento 735, in this city, registered at the National
Court of First Instance in Commercial Registration Matters on September 4, 1978,
under number 3044, on Book 91, Volume A, of Corporations; by virtue of the
General Power of Attorney dated May 21, 1997, entered, before Mr. Marcelo
Senillosa, Notary Public of this city, on folio 1429 of Notarial Record 601 he
is in charge of; and its ratification dated October 27, 1999, entered on folio
1737 of the abovementioned Notarial Record 601; 5.- the two individuals
indicated in the fifth place appear on behalf of and in their capacity as joint
Agents of BANCO DE VALORES S.A., located at Sarmiento 310, in this city, duly
registered at the Supervisory Board of Corporations on June 20, 1996, under
number 5730, on Book 119, Volume A, of Corporations; by virtue of Power of
Attorney dated June 27, 2001, entered, before Mr. Felipe Eugenio Yofre, Notary
Public of this city, on folio 2387, of Notarial Record 461, he is in charge of;
6.- the two individuals indicated in the sixth place appear on behalf of and in
their capacity as joint Agents of BANCA NAZIONALE DEL

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LAVORO S.A. located at Florida 40, in this city, registered at the Public
Registry of Commerce on May 6, 1980, under number 1453, on Book 95, Volume A, of
Corporations; by virtue of the Broad General Power of Attorney dated November
16, 2001, entered, before Mr. Augusto E. Delpech, Notary Public of this city, on
folio 4013 of Notarial Record 601 he is in charge of; 7.- the two individuals
indicated in the seventh place appear on behalf of and in their capacity as
joint Agents of HSBC BANK ARGENTINA S.A., located at Florida 201, in this city,
originally registered at the Public Registry of Commerce on February 10, 1961,
under number 115, on folio 17 of Book 54, Volume A, of Bylaws of National
Corporations; by virtue of General Power of Attorney dated April 25, 2000,
entered, before Mr. Jorge N. Cervio, Notary Public of this city, on folio 4540
of Notarial Record 255 he is in charge of, and by virtue of General Power of
Attorney dated September 11, 2000, entered on folio 10482 of the abovementioned
Notarial Record 255; 8.- the individuals indicated in the eighth place, appear
on behalf of and in their capacity as joint Agents of BBVA BANCO FRANCES S.A.,
located at Reconquista 199, in this city, registered at the Public Registry of
Commerce under number 2419 of Book 86, Volume A, of Bylaws of National
Corporations; by virtue of the special powers of attorney dated March 19, 2001,
entered, before Mr. Ernesto Jose Tissone, Notary Public of this City, on folios
1869 and 1875 of Notarial Record number 15 he is in charge of; 9.- the
individual indicated in the ninth place appears on behalf of and in its capacity
as Agent of BANCO SAENZ S.A., located at Esmeralda 83, in this city, registered
at the Supervisory Board of Corporations on October 24, 1985, under number 10649
of Book 101, Volume A, of Corporations; by virtue of General Power of Attorney
dated June 24, 1998, entered, before Mr. Rolando Caravelli, Notary Public of
this city, on folio 2230 of Notarial Record 235 he is in charge of; 10.- the
individual indicated in the tenth place appears on behalf of and in its capacity
as Agent of BANCO PATAGONIA S.A., located at 25 de Mayo 99, in the city of
Viedma, province of Rio Negro; registered on February 26, 1996, at the Public
Registry of Commerce of the Province of Rio Negro, on the Book of Contracts, on
Volume X, Folio 112/113, under number 588; by virtue of the General Power of
Attorney dated October 12, 2001,

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entered, before Mr. Ricardo H. Merovich, Notary Public of this city, on folio
1792 of Notarial Record 1521 he is in charge of; 11.- the individuals indicated
in the eleventh place appear on behalf of and in their capacity as Agents of
BANCO RIO DE LA PLATA S.A., located at Bartolome Mitre 480, in this city,
originally registered at the Public Registry of Commerce on May 14, 1968, under
number 1215, on folio 64 of Book 66, Volume A, of Bylaws of National
Corporations; by virtue of the Broad General Powers of Attorney with
Administration and Disposition powers dated June 4, 1998 and April 6, 1998,
entered on folios 2086 and 1325 of Notarial Record 444, of which Notary Public
Alejandro Rueda was temporarily in charge, and of which Notary Public Eduardo
Rueda is in charge, respectively; 12.- the individuals named in the twelfth
place appear on behalf of and in their capacity as Agents of BANKBOSTON NATIONAL
ASSOCIATION, located at Florida 99, in this city, originally registered at the
Public Registry of Commerce on July 10, 1917 under number 18, on folio 538 of
Book 38, Volume B, of Bylaws of Foreign Corporations; by virtue of General
Powers of Attorney dated August 14, 2001 and July 10, 2001, entered, before Mr.
Carlos A. Vignoli, Notary Public of this city, on folios 8976 and 7774 of
Notarial Record 1335 he is in charge of; 13.- the individual named in the
thirteenth place appears on behalf of and in its capacity as President of
SEGUROS DE DEPOSITOS SOCIEDAD ANONIMA, located at Avenida Corrientes 311,
10(degree) floor, in this city, originally registered at the Public Registry of
Commerce on September 19, 1995, under number 8662, on Book 117, Volume A of
Corporations, by virtue of the Corporate Bylaws and the Minutes of Extraordinary
and Regular Shareholders' Meetings for the appointment of officers, Minutes of
the meeting of the Board of Directors for the distribution of offices; 14.- the
individuals indicated in the fourteenth place appear on behalf and in their
capacity as joint Agents of ABN AMRO BANK N.V. (ARGENTINA BRANCH), located at
Victoria Ocampo 360, 8(degree) floor, in this city, registered at the
Supervisory Board of Corporations on March 13, 1995, under number 255 of Book
53, Volume B, of Bylaws of Foreign Corporations; by virtue of Special Power of
Attorney dated March 21, 2001, entered, before Mr. Martin Donovan, Notary Public
of this city, on folio 350 of Notarial Record number 1296 he is in charge of;

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and 15.- the individuals acting in their capacity as agents of BANCO DE GALICIA
Y BUENOS AIRES SOCIEDAD ANONIMA, located at Teniente General Juan D. Peron 407,
in this city; registered in the Public Registry of Commerce on November 21,
1905, under number 4, on folio 32 of the Book 20, Volume A of Bylaws of National
Corporations; what I certify as evidenced by them by virtue of the general power
of attorney with administration and disposition powers granted by such
corporation by means of deed 1548 dated October 14, 1999, entered on folio 7418
of such Record, entry of such year, all of which I attest. At the execution
hereof, I have the original copies of all the documents related to points 1 to
14, inclusive, before me, and I attach the duly authenticated photocopies of all
such documents hereto, all of which I attest. And the appearing parties, acting
in the capacity invoked and evidenced and, asserting that their agencies are in
full force and effect and have not been revoked, suspended or limited in any way
whatsoever, EXPRESS AS FOLLOWS: That ABN AMRO BANK, Argentine Branch
(hereinafter "Trustee"), Banco Rio de la Plata S.A., BankBoston N.A. (Buenos
Aires Branch), BBVA Banco Frances S.A., HSBC Bank Argentina S.A., Seguro de
Depositos Sociedad Anonima, Banco Macro S.A., Banco Credicoop Cooperativo
Limitado, Banca Nazionale del Lavoro S.A., Banco Mariva S.A., Banco Comafi S.A.,
Banco Patagonia S.A., Banco Saenz S.A. and Banco de Valores S.A. (hereinafter
"Subscribers") and Banco de Galicia y Buenos Aires Sociedad Anonima,
(hereinafter "Settlor" or "Banco de Galicia"), agree as follows: TAKING INTO
CONSIDERATION: That Banco de Galicia and the Subscribers undertook, on or before
March 20, 2002, certain firm underwriting commitments regarding private
financial trusts (hereinafter "Underwriting Commitments") under which
Subscribers confirmed their participation, subject to the compliance with
certain conditions precedent, as investors and subscribers of certain senior
participating certificates to be issued by means of a financial trust to be
constituted by Banco de Galicia with a mortgage loan portfolio; (2) That,
pursuant to what is set forth in the Underwriting Commitments, and with the
purpose of guaranteeing the true payment of the subscription price for such
senior participating certificates on the part of the Subscribers, on March 22,
2002, Banco de

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Galicia and BBVA Banco Frances S.A., as trustee (hereinafter "Initial Trustee"),
entered into a Trust Contract as security (with its Addenda dated March 25 and
April 2, 2002, the "Initial Trust") by means of which Subscribers transferred to
the Initial Trustee, as security, the trust ownership of the amounts that
correspond to the subscription price of the Senior Participating Certificates to
be subscribed by each of them, with the purpose that the Initial Trustee, in
case the conditions precedent set forth in the Initial Trust are complied with
(hereinafter "Conditions Precedent"), applies such funds to the payment of the
abovementioned subscription price or, otherwise, returns such funds to the
Subscribers. (3) That the Settlor has decided to transfer to the Trustee, for
the benefit of the Holders, the Trust Property and the remaining Trust Assets
(as such terms are defined herein) in order to constitute this financial trust
(hereinafter the "Financial Trust ") subject to the condition that the Initial
Trustee, in accordance with what is provided for in the Initial Trust, transfers
the trust funds under the Initial Trust to the Trustee, and, in agreement with
what is provided for herein, the Subscription Price of the Loans is transferred
to the Trustee to the Withholding Account and the Subscription Price of the
Bonds to the Settlor within ten (10) Business Days as of the Signature Date (as
terms are defined below). (4) That, by virtue of what was indicated in the above
recital, Subscribers have decided to subscribe Senior Participating Certificates
for the amounts and under the terms set forth herein; (5) That, to the effects
of constituting such Financial Trust and exercising the previously indicated
powers, the Settlor has agreed to enter into this agreement with the Trustee and
the Subscribers. THEREFORE, THE PARTIES AGREE AS FOLLOWS: SECTION ONE.
DEFINITIONS AND CONSTRUCTION. (a) To all the effects of this Financial Trust
Contract, the terms in capital letters have the meanings indicated herein: Trust
Assets: These are (i) the Trust Property; (ii) the Reserve Fund and (iii) the
proceeds of the investment and reinvestment of the funds deposited in any of the
Trust Accounts, with their increases and decreases pursuant to what is provided
for in this Contract. Administrator: It is the agent in charge of collection,
custody and administration appointed in the Administration Agreement. Registrar:
It means the Trustee acting as registrar of the Securities and as person in
charge of making any payment related

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to the Securities, including Dividends and Distributions, pursuant to the
provisions of Section Seven hereof. Legal Counsels of the Financial Trust: The
term means the following law firms: Estudio Bruchou, Fernandez Madero, Lombardi
& Mitrani - Abogados. Auditors: It means PricewaterhouseCoopers. Governmental
Authority: It refers to any administrative, legislative or judicial official
authority of the national, provincial or municipal governments of Argentina
(including, but not limited to, the Argentine Central Bank -BCRA-) or from
abroad. BCRA: It is the Argentine Central Bank. Trust Property: It means the
Loans, Bonds, the proceeds of the collections thereunder, as well as the
proceeds of the investment and reinvestment of the sums received thereunder.
Defective Replaceable Trust Property: It means any Loan or Bond: (i) that has
instrumentation defects such that it is not possible to initiate the mortgage
foreclosure on the Real Property in case of default on the part of the
respective Debtor, or (ii) regarding which a breach of any representation or
warranty indicated in Section Nine hereof has taken place. Trust Property
Replaceable on Default: It means any Loan or Bond that shall be replaced by the
Settlor due to default on the part of the Debtor, in agreement with the
provisions of Section Eighteen (a) and (b) hereof. Substitute Trust Property: It
refers to any mortgage loan or mortgage bond from a home loan originated by the
Settlor, secured by First-degree Mortgages on real property located in the
Republic of Argentina, regarding which the representations and warranties
indicated in Section Nine must be true, to the replacement date; the principal
balance and the interests accrued and payable on such principal at the time of
replacement must not be less than the principal balance and the interests on the
Defective Replaceable Trust Property or Trust Property Replaceable on Default to
be replaced; and the remaining amortization term under the above-referred
Substitute Trust Property must be equal to, inferior or not more than 10% of
such Defective Replaceable Trust Property or Trust Property Replaceable on
Default. Notice Certificate: It means a written document issued by an officer
authorized by the Settlor, prepared pursuant to the terms of the sample enclosed
as Exhibit G herewith to the Trustee's and the Financial Trust Legal Counsels'
satisfaction, where the Settlor shall, as an affidavit and attaching a
certificate from the Auditors (regarding points (iii) and (iv) of this

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definition): (i) declare that it had complied with the obligation to give the
Debtor notice in an act witnessed by a Notary Public; (ii) individualize the
Loan or Loans the assignment of which has been notified in an act witnessed by a
Notary Public pursuant to the provisions set forth in Section Five (a) hereof,
enclosing written proof of such act; (iii) indicate the principal amount pending
payment as at the date of the execution hereof pursuant to the corresponding
Loan or Loans; (iv) calculate the amount to be released by the Trustee, which
shall be equivalent to seventy five per cent (75%) of the amount indicated in
(iii) above. Senior Participating Certificates: These are participating
certificates for a face value of $ 234,580,000 (Two Hundred Thirty Four Million
Five Hundred Eighty Thousand Argentine Pesos), the terms and conditions of which
are provided for in this Trust Contract and which shall be issued in compliance
with section 19 of Act 24,441. Subordinated Participating Certificates: These
are participating certificates for a face amount of $ 78,194,353.39 (Seventy
Eight Million One Hundred Ninety-Four Thousand Three Hundred Fifty Three
Argentine Pesos and thirty nine cents), the terms and conditions of which are
provided for in this Trust Contract and which shall be issued hereunder in
compliance with section 19 of Act 24,441. Reference Stability Ratio: It is the
ratio created by Decree 214/02. Trust Transfer Condition: It shall have the
meaning given to it in Section Three (b) hereof. Conditions Precedent: It means
the conditions precedent included in the Initial Trust, as indicated in Recital
2 hereof. Contract or Trust Contract: It means this financial trust contract.
Administration Agreement: It refers to the administration agreement entered into
on the Signature Date between the Trustee and the Administrator in relation to
the collection, custody, registration and administration of the corresponding
Trust Property for this Financial Trust, the certified copy of which is attached
hereto as Schedule C. Expenses Account: Shall have the meaning indicated in
Section Twelve hereof. Withholding Account: Shall have the meaning indicated in
section Twelve hereof. Reserve Fund Account: Shall have the meaning indicated in
Section Twelve hereof. Collecting Trust Account: Shall have the meaning
indicated in Section Twelve hereof. Trust Accounts: Shall mean, jointly, the
Collecting Trust Account, Expenses Account, Withholding Account, Reserve Fund

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Account and any other trust account that may be opened in the future on behalf
of the Financial Trust pursuant to the provisions hereof. Settlor's Account: It
is account number 00007 opened in Banco de Galicia's name at the Argentine
Central Bank. Debtors: It shall mean the debtor or debtors or sureties pursuant
to the Loans and the Bonds in their capacity as payees of, and bound to, the
credit instrumented by means of the Loans and Bonds, who are individuals
domiciled in the Republic of Argentina, including their lawful successors and
assigns. Business Day: Any day in which financial institutions are open to the
public in the Republic of Argentina, as regards transactions to be carried out
in such market. Any terms set on days which are not Business Days are deemed set
on the following Business Day. Distributions: Shall be understood as the
Distributions pursuant to the Senior Participating Certificates and the
Distributions pursuant to the Subordinated Participating Certificates.
Distributions pursuant to the Senior Participating Certificates: It shall have
the meaning given to such term in Section Eleven (a). Distributions pursuant to
the Subordinated Participating Certificates: It shall have the meaning given to
such term in Section Eleven (b). Event of Advance Settlement: It shall mean the
Settlor: (A) does not comply with any of its obligations to (i) repurchase or
replace those Trust Property on Default pursuant to the provisions of Section
Eighteen (a), (b) and (c) hereof, (ii) redeem all the Senior Participating
Certificates regarding which the redemption option is exercised in favor of the
Holders pursuant to Section Seventeen, (iii) pay, or reimburse for the payment
of, the Tax on Financial Trust in the term provided for in Section Twenty One;
or (iv) in case of default on the part of the Administrator (as defined in the
Administration Agreement) and, as a consequence thereof, Banco de Galicia is
removed from such office; and (B) in the abovementioned events (except for point
iv) the Settlor does not cure such default within a term of thirty (30) running
days as of the time such default took place. Cut Off Date: It is the last
Business Day of each Collection Period. Equivalence Date: It shall have the
meaning given to such term in Section Eleven. Signature Date: It is the date
this Agreement is entered into. Date of Services Payment: It refers to the 10th
day of each calendar month or, in case such date was not a Business Day, the
following Business Day, starting on May 10, 2002.

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Reserve Fund: It refers to the reserve fund for Expenses and Taxes related to
the Constitution of the Financial Trust, which shall be paid in as set forth in
Section Eight (d). Financial Trust Expenses: They shall be the following, in
this order of priority: (i) Taxes on Trust at present and/ or in the future;
(ii) Fees corresponding to the Financial Trustee and the Financial Trust Legal
Counsels, plus the amount of VAT that may be applicable; (iii) expenses incurred
as regards the compliance, on the part of the Trustee, of its obligations under
the Financial Trust, including, but not limited to, banking and financial
brokerage expenses and commissions for the opening and maintenance of the Trust
Accounts, plus the amount of VAT that may be applicable, and those expenses
derived from the compliance with its obligations as regards the Trust Property
and the Securities, whether as Trustee or Registrar; (iv) reasonable fees and
expenses of Auditors and the Registrar (in case it was different from the
Trustee) plus the amount on account of VAT that may be applicable (v) expenses
and rates for the granting and maintenance of authorizations and publications
before any Governmental Authority; (vi) expenses incurred in relation to
meetings held by Holders; and (vii) expenses that cause the dissolution and
termination of the Financial Trust. Financial Trust Expenses shall be paid as
set forth in section TWENTY-ONE. Expenses and Taxes related to the Constitution
of the Financial Trust: It shall mean the expenses and taxes necessary to
constitute and perfect the transfer of the Trust Property, including the
following: (i) expenses on account of opening of Financial Trust Accounts; (ii)
Notaries' fees and expenses, taxes and other expenses related to the execution
of the Individual Deeds (as defined below) and recording of such deeds for the
purpose of the due registration and public documentation of the transfer of the
Loans and their Mortgage Security in favor of the Trustee in the real estate
registries; or (iii) any other expense that may be incurred by the Trustee or
that may be necessary for the purpose of such constitution, which shall have
reasonable supporting documents, but excluding the fees and expenses referred to
in Section Five (a) hereof, which shall be directly paid by the Settlor.
Equivalence Report: It shall have the meaning given to it in Section Eleven (a).
Mortgage Security: It shall have the meaning given to it in Section Nine (b)
(i). Substitute Indexes: These are the indexes or formulas that,

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due to a decision of a Governmental Authority, in the future may replace the
Reference Stability Ratio or may be applied on the Loans and Bonds for the
purpose of keeping the value thereof. Those indexes and formulas shall always be
applied in all cases and with the scope set forth in this Contract, under the
terms the applicable rules and regulations for Loans and Bonds may provide for.
Real Property: It means the real property on which the Mortgage Security has
been set up in relation to a Loan or Bond, in agreement with the terms thereof.
Tax on Financial Trust: This term shall include income tax, tax on gross income,
gross earnings, sales, ad valorem use, transfers, tax on value added (including,
but not limited to, VAT), tax on credits and debits in banking current account,
and/ or any other tax, charge, imposition, right or other contributions, whether
present or future, that may be applicable even with retroactive effects, and
that may be levied on the Financial Trust, Trust Property or income from the
proceeds of such Trust Property or the issuance of Participating Certificates,
payments of Dividends or Distributions thereunder or the constitution of the
Financial Trust, and provided for by the Republic of Argentina or any other
political subdivision or Governmental Authority with powers regarding taxes
pursuant to all the tax-related laws and rules and regulations in force during
the term of the Financial Trust. Reasonable Cause: It shall indistinctively mean
(a) the occurrence of any of the events provided for in Section Twenty Four
point (d) hereof; (b) the issuance of any rule, act, decree, regulation,
judicial or administrative order, the occurrence of a force majeure event or an
act of god; as a consequence of which the Trustee is substantially and adversely
affected so as to comply with its rights and duties hereunder, with the
exception of those cases in which there was fraud or negligence on the part of
the Trustee, determined as such by a conclusive judgment issued by a court of
competent jurisdiction. Bonds: These are all the book-entry mortgage bonds
arising from home loans originated by the Settlor in its capacity as lender to
the Debtors, the latter as obligors, secured by first-degree Mortgages on real
property located in the Republic of Argentina, the breakdown of which is
enclosed hereto as Schedule A, signed by the authorizing party and the appearing
parties and which is an integral part of this deed, including, but not limited
to, all Insurances, rights, credits and actions arising from such bonds and all
documents

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related thereto which instrument them (including any amounts of money owed by
the Debtors to the Settlor under the Bonds), and including the mortgage
foreclosure of the corresponding Real Property, excluding any obligations on the
part of the Settlor under the loan agreement that gave rise to the mortgage
bond, as well as the mortgage bonds eligible as Substitute Trust Property that
may substitute them in the future pursuant to this Contract. New Bonds: These
are the book-entry mortgage bonds derived from the Loans pursuant to Section
Five (h) hereof, which bonds shall have the same rights and obligations as the
Loans, as well as the loans or mortgage bonds eligible as Substitute Trust
Property which may replace them in the future pursuant to this Contract. Best
Knowledge and Belief: It shall mean the Settlor's information and knowledge when
acting diligently and in good faith after having made the reasonable, convenient
or necessary inquiries required from the Settlor as originating party and
creditor pursuant to the Trust Property. Amount of the Loans and Bonds: It means
the principal balance owed, at any time during the currency of the Financial
Trust, as regards all the Loans and Bonds, as determined by the Auditors by
means of a written report. Projected Amount of Expenses: It shall have the
meaning given to such term in Section Twenty One (a). Loans: These are the
mortgage home loans originated by the Settlor in its capacity as lender to the
Debtors, the latter as obligors, secured by a First-degree Mortgage on real
property located in the Republic of Argentina, the breakdown of which is
included in the list enclosed hereto as Schedule A, signed by the authorizing
party and the appearing parties and which is an integral part of this deed,
including, but not limited to, all Insurances, rights, credits and actions
arising from such loans and all documents related thereto which instrument them
(including any amounts of money owed by the Debtors to the Settlor under the
Loans), and including the mortgage foreclosure of the corresponding Real
Property, excluding any obligations on the part of the Settlor thereunder, the
New Bonds issued in respect thereof, as applicable, as well as the mortgage
loans eligible as Substitute Trust Property that may substitute them in the
future pursuant to this Contract. Majority Interest. It shall mean the Holders
of Senior Participating Certificates representing more than fifty per cent (50%)
of the nominal value of the outstanding Senior Participating Certificates.

<PAGE>

Collection Period: It refers to the period of time starting on the first
Business Day of each calendar month (inclusive) and ending on the last Business
Day of such calendar month (inclusive), being the first Collection Period as of
the day of the execution hereof until the last Business Day of the current
calendar month. Dividends Period: It means those periods that start and end just
exactly as the Collection Periods. Subscription Price of the Bonds: It refers to
the amount of $90,232,390.68 (Ninety Million Two Hundred Thirty-Two Thousand
Three Hundred Ninety Pesos and sixty-eight cents). Subscription Price of the
Loans: It refers to the amount of $144,347,609.32 (One Hundred Forty-Four
Million Three Hundred Forty-Seven Thousand Six Hundred and Nine Pesos with
Thirty-Two cents). Irrevocable Power of Attorney: It is the irrevocable power of
attorney granted by the Settlor pursuant to Section Five (c) hereof.
Registration of the Bonds: It is the registration of the Bonds carried out
pursuant to the provisions of Decree 780/95 and its amendments. Registration of
the New Bonds: It is the registration of the New Bonds which shall be carried
out pursuant to the provisions of Decree 780/95 and its amendments, in the case
the Settlor decided to issue New Bonds pursuant to the provisions of Section
Five (h) and following sections. Original Principal Balance of the Trust
Property: It refers to the Amount of the Loans and the Bonds as at the date of
the execution hereof, that is to say, the amount of $312.774.353,39 (Three
Hundred Twelve Million Seven Hundred Seventy-Four Thousand Three Hundred
Fifty-Three Pesos and thirty nine cents). Insurances: Shall refer to the
insurance policies taken out in relation to Real Property, regarding which the
Settlor was the original beneficiary before the endorsement of policies in favor
of the Trustee in agreement with the provisions of this Contract, and the
insurance policies that may be taken out or issued at a later time and which
beneficiary is the Trustee of this Financial Trust, as well as all documents
evidencing such insurances, including policies and all the credits and amounts
of money received regarding such insurances. Holders: These are the Senior
Participating Certificates' Holders and the Subordinated Participating
Certificates' Holders. Senior Participating Certificates' Holders: These are the
Subscribers or those who become owners of the Senior Participating Certificates
in the future as evidenced by the Participating

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Certificates Record. Subordinated Participating Certificates' Holders: These are
Banco de Galicia or those who become owners of the Subordinated Participating
Certificates in the future as evidenced by the Participating Certificates
Record. Securities: These are, jointly, the Senior Participating Certificates
and the Subordinated Participating Certificates. (b) In this Contract, unless
the context requires otherwise: (i) The terms defined shall include both
singular and plural forms. (ii) Headings used in this Contract are just for
indication purposes and do not affect, in any way whatsoever, the extension and
scope of the respective provisions set forth in this Contract, nor the rights
and obligations assumed by the parties by virtue thereof. (iii) Any time
sections, subsections and/ or schedules are referred to in this Contract with no
further clarification, it shall be understood that they are, in every case,
sections, subsections and/ or schedules of this Contract. (iv) The financial
terms, calculations and commitments included or used in this Contract shall be
construed pursuant to the accounting principles generally accepted in the
Republic of Argentina. (v) For all the term calculations, the term "as of" means
"as of and including" and the terms "to" or "until" mean "to/ until and
including". SECTION TWO. CONSTITUTION OF THE FINANCIAL TRUST. At the execution
hereof, the Settlor and the Trustee set forth the terms of the Financial Trust
Contract for the issuance of the Senior Participating Certificates and
Subordinated Participating Certificates, which is integrated by the Trust
Property, thus constituting this Financial Trust. SECTION THREE: TRUST
ASSIGNMENT. TRUST TRANSFER CONDITION (a) At the execution hereof, the Settlor
transfers to the Trustee, pursuant to the terms and within the scope of Title I
of Act 24,441 and sections 1434 and related sections of the Civil Code in the
case of the Loans and within the scope of section 5 and related sections of
Decree 780/95 in the case of the Bonds, and the Trustee accepts, the trust
ownership of the Trust Property, for the benefit of the Holders, thus being the
Trustee, regarding the Financial Trust, in the same place and priority of such
Holders under the Loans and Bonds that make up the Trust Property. (b) The
parties to this Contract agree to subject the trust transfer of this Section
Three (a) hereof and the currency of this Contract to the condition that, on or
before May 6, 2002, (i) the Initial Trustee

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transfers, after having deducted the corresponding amounts pursuant to this
Contract, the Subscription Price of the Loans to the Withholding Account and the
Subscription Price of the Bonds to the Settlor's Account, all of the above under
the conditions agreed in this Contract; (ii) the Settlor gives the Trustee a
certified copy of the minutes of the meeting of the Board of Directors that
approve the execution of this Contract, at the satisfaction of the Financial
Trust Legal Counsels and (iii) the trust transfer of the Bonds has been
registered pursuant to the provisions of Section Six (a), at the satisfaction of
the Financial Trust Legal Counsels ((i), (ii) and (iii), jointly denominated
"Trust Transfer Condition"), as long as the events provided for in (i) and (iii)
take place simultaneously. In case such Trust Transfer Condition does not take
place, it is provided for that: (i) the trust transfer pursuant to this Section
and this Contract shall be left immediately with no effect with no need from the
parties to carry out any additional act for such purpose; (ii) the issuance of
the Securities shall have no effect as by operation of law; (iii) the Trustee
shall immediately return the Trust Property to the Settlor, being the former
bound to carry out all the reasonable acts Banco de Galicia may require for such
purpose, the latter being granted, at the execution hereof, an irrevocable
authorization to do so by the Subscribers and Holders. (c) The price to be paid
for the transfer of the Trust Property is set as the equivalent of the total
face value of the Securities, net of withholdings to be carried out by the
Trustee on account of fees, commissions, Expenses and Taxes Related to the
Constitution of the Financial Trust, for the set up of the Reserve Fund (the
"Price of the Trust Property"). (d) The Settlor hereby binds itself, together
with the next mail delivery to the Debtors pursuant to the Loans or Bonds, to
send a note, under the terms deemed satisfactory to the Financial Trust Legal
Counsels, to give the Debtors notice of the assignment of the Loans instrumented
herein. Furthermore, in case the Settlor decided to issue New Bonds pursuant to
the provisions of Section Five (h) hereof, it shall communicate such decision to
the Debtors by including a legend in the corresponding account statements sent
to such Debtors, the text of which shall be deemed satisfactory to the Financial
Trust Legal Counsels. (f) In compliance with what is set forth in Communique A
3337 of the Argentine Central Bank, Subscribers declare that the

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Settlor has informed them about the worst classification given to Debtors and
the last classification communicated by the Settlor to the "Financial System's
Debtors Central." (g) The Settlor and the Subscribers acknowledge and accept
that the assessment of the credits instrumented by means of the Bonds and Loans,
made as at the execution hereof, (assessment equal to the Price of the Trust
Property) has been carried out without applying on such credits what is provided
for in Communique "A" 3507 of the Argentine Central Bank (hereinafter the
"Communique 3507 of the Argentine Central Bank") regarding (i) the Reference
Stability Ratio and (ii) maximum interest rates. (h) On or before August 4,
2002, the Settlor shall provide the Trustee a detailed report audited and
certified by the Auditors, which shall include (i) the pro forma value of the
credits instrumented by means of the Bonds and Loans as at the date of the
execution hereof, as if what is provided for Communique 3507 of the Argentine
Central Bank would have been applied regarding the credits instrumented by means
of the Bonds and Loans (as of the dates and under the conditions provided for in
such Communique 3507 of the Argentine Central Bank) regarding (A) the Reference
Stability Ratio and (B) maximum interest rates (such pro forma value is
hereinafter referred to as "Pro Forma Value of the Bonds and Loans") and (ii)
the difference resulting from subtracting the constant (Y), which shall be the
Price of the Trust Property, from the variable (X), the Pro Forma Value of the
Bonds and Loans, (such difference shall be hereinafter referred to as "Pro Forma
Difference"). (i) In case the result of the subtraction mentioned in the above
paragraph was a positive figure, as of the date the Trustee receives the report
described therein, the Settlor shall be acknowledged, as difference of the Price
of the Trust Property, a credit balance for an amount equivalent to the Pro
Forma Difference, which credit balance, for the purpose of its usage pursuant to
the provisions of this Contract, shall be adjusted to the Reference Stability
Ratio or to the Substitute Index as of the date of the execution hereof until
the date of each of the future charges of the credit balance and for the amount
of each of the charges thereof pursuant to what is set forth in this Contract
(such balance shall be hereinafter referred to as "Pro Forma Balance"), being it
expressly set forth that in no case the Settlor shall have the right to collect
such Pro Forma

<PAGE>

Balance of the Financial Trust by means of the delivery of sums of money, being
it agreed that, notwithstanding the provisions of subsection (j) below, the only
method by means of which the Settlor shall be paid such Pro Forma Balance shall
be the retrocession of Bonds and Loans for an amount equivalent to such Pro
Forma Balance to the Settlor, and that the Settlor shall not be able to use such
Pro Forma Balance in any way different from the one exclusively provided for
herein. (j) For the purpose of paying the price for the repurchase of Loans to
the Financial Trust pursuant to the provisions of Section Five (g) and Eighteen
of this Contract, it is expressly provided for that the Settlor, insofar as it
had complied with its obligations pursuant to this Contract to such date, shall
be able to offset the sums corresponding to the price of such repurchases (as
such price is described in the abovementioned Sections) up to the depletion of
the Pro Forma Balance, all of which shall be evidenced in the corresponding
public deed that instruments the repurchase. (k) In case the result of the
subtraction described in paragraph (j) of this Section was a negative figure
(hereinafter "Negative Balance"), the Settlor herein irrevocably binds itself to
assign to the Trust, within the term of fifteen (15) running days as of the
Trustee's reception of the report indicated in paragraph (i) above, one or more
mortgage loans or mortgage bonds that, as evidenced by a written statement of
the Settlor with affidavit nature and certified by the Auditors, instrument a
home loan originated by the Settlor and secured by a first-degree mortgage on
real property located in the Republic of Argentina, regarding which the
representations and warranties enumerated in Section Eight are, as at the
replacement date, substantially true; and the principal balance and the
interests accrued and payable on it at the time of replacement are not less than
the Negative Balance, adjusted to the Reference Stability Ratio or the
Substitute Index as of the date of the execution hereof to the date of each
replacement. As regards everything not expressly modified hereby, the provisions
of Sections Five and Eighteen of this Contract shall be applicable to the Loans
or Bonds. SECTION FOUR. DELIVERY AND CUSTODY OF DOCUMENTS AND INSTRUMENTS (i)
The Trustee receives all the documents and instruments evidencing the existence
of the Loans from the Settlor, and delivers them at the execution thereof to

<PAGE>

the Administrator, who receives them in custody on behalf of the Financial
Trust. Such documents and instruments shall be deposited by the Administrator,
who shall keep them separately from other documents corresponding to credits
from its own equity, so as to prevent alterations, loss, destruction or theft
thereof, as provided for in the Administration Agreement. (ii) At the execution
hereof, the Settlor gives the Trustee the documents issued pursuant to the
provisions of Section 9 bis of Decree 780/95, which evidence its ownership of
the Bonds, and the latter shall keep them in custody on behalf of the Financial
Trust. SECTION FIVE. PERFECTION OF THE TRUST ASSIGNMENT AND REGISTRATION OF THE
LOANS. NEW BONDS. (a) As of the Signature Date, the Settlor shall give notice to
each of the Debtors pursuant to the Loans about the trust assignment provided
for herein, by means of a notary public. The satisfactory proof of such notice
to the Trustee and the Financial Trust Legal Counsels shall be a condition for
the payment of the Subscription Price of the Loans to the Settlor, in agreement
with the provisions of Section 8(e) hereof. All the fees and expenses that may
be incurred to carry out the aforementioned notifications shall be exclusively
borne by the Settlor. Furthermore, the Settlor binds itself to start taking all
the steps, before the public and private authorities and entities, necessary for
the execution of the Individual Deeds (as defined below) and their due
submission before the corresponding real estate registries for the purpose of
publicly documenting the Mortgage Security transfer. (b) To that end, the
parties set forth that the Settlor and the Trustee or the persons or agents the
latter may appoint for such purpose and, if it corresponded, the third parties
that may eventually be necessary, shall grant an assignment instrument for each
particular Loan, in terms substantially similar to the ones enclosed hereto as
Schedule D hereof ("Individual Deeds") within 30 running days as of the
Signature Date. (c) The Settlor binds itself, within thirty (30) running days as
of the execution of each of the Individual Deeds pursuant to paragraph (b) of
this section, to submit the Individual Deeds for their registration with each
real estate registry for the purposes indicated in paragraph (a) of this
section, as well as to give the Trustee proof of such submission by means of the
delivery of the documents evidencing such submission before each registry for

<PAGE>

registration purposes (the "Submission Commitment"). (d) The Settlor binds
itself to duly file the Individual Deeds and to give to the Administrator the
certified copies of the Individual Deeds with the document evidencing the
registration of the trust assignment in favor of the Trustee with the
corresponding real property registry, and the Administrator shall receive such
documents in custody and on behalf of the Financial Trust (with a copy for the
Trustee), within a term of 365 days as of the Signature Date (the "Registration
Commitment"). (e) The Settlor hereby grants, by means of a public deed, the
Irrevocable Power of Attorney in favor of the Trustee, with instruction and
delegation powers, by means of which, in case the Settlor defaulted on any of
its obligations pursuant to this Section Five and/ or any obligation related
with the perfection of the trust assignment executed hereunder, the Notification
Agent (as defined later) shall be irrevocably empowered to carry out the
proceedings, registrations, submissions, executions of deeds, legal acts and/ or
demands, communications or notices, including, but not limited to, the carrying
out of the acts necessary for the compliance with the Submission Commitment and
Registration Commitment and, particularly, the signature of the Individual Deed.
The exercising of this Irrevocable Power of Attorney shall be subject to the
written instruction of two or more Holders representing a Majority Interest to
the Trustee. Such instruction shall individualize the person or persons in favor
of which the Trustee shall substitute such power (the "Notification Agent"). It
is expressly agreed that, in no case the Trustee shall be bound to perform or in
any way undertake the obligations and/ or omissions of the Settlor as regards
the perfection of the trust assignment executed hereunder, reason for which the
parties have provided for the instruction and entrustment of the Irrevocable
Power of Attorney substitution in favor of the Notification Agent. The Trustee
shall not be responsible, in any case, for the appointment of or the actions
taken by the Notification Agent. (f) The Settlor hereby undertakes the express,
firm and unconditional commitment to fully collaborate and cooperate in good
faith with the Trustee and the Notification Agent in order to make possible the
perfection of the trust assignment of the Loans and to make any entity related
to the Settlor, the cooperation of which was necessary to carry out and duly

<PAGE>

perfection such assignment, fully collaborate and cooperate with the Trustee and
the Notification Agent for such purposes; carrying out any acts, proceedings,
making any statements, taking any steps and/ or proceedings deemed necessary at
the exclusive and reasonable discretion of the Notification Agent, so as to
allow the Notification Agent to fully comply with the agency granted by means of
the Irrevocable Power of Attorney. To the fullest extent permitted by applicable
law, the Settlor hereby waives its right to challenge and/ or sue on and/ or
raise defenses and/ or precautionary measures against and/or in any other way
try to or intend to prevent, diminish, encroach on, affect, obstruct, not know
and/ or postpone the exercising, on the part of the Notification Agent, of the
agency contemplated in the Irrevocable Power of Attorney, as long as such
exercising is pursuant to the provisions of this Contract, as well as its right
to claim the Trustee for any damages caused by the exercising of such agency, to
its full extent, save in the events in which the Trustee acted negligently or
with fraud, as determined by a conclusive judgment issued by a court of
competent jurisdiction. (g) In the event the Settlor did not evidence, regarding
one or more Loans, the compliance with the Submission Commitment or the
Registration Commitment, in the way and under the circumstances set forth in
paragraphs (c) or (d) of this Section Five, as it may correspond, and
notwithstanding the provisions of subsection (e) of this Section Five, after the
Trustee's requirement to do so, pursuant to the instructions given to such
effect by any of the Holders, the Settlor shall, (i) in the event of default of
the Submission Commitment, repurchase such Loans or, (ii) in the event of
default of the Registration Commitment, and at the exclusive option of the
Settlor, repurchase or replace such Loans regarding which the Settlor had
defaulted on the Submission Commitment and/ or the Registration Commitment. The
terms and conditions set forth in Section Eighteen hereof for Defective Trust
Property shall be applicable to such repurchase or replacement. (h) The Settlor
shall be entitled to, in the exercising of the powers granted by virtue of the
deeds that instrument the Loans, issue New Bonds in favor of the Trustee by
executing an individual instrument in the form of a public deed for each Loan
(the "Individual Instrument"), in terms at the satisfaction of the Trustee and
the Financial Trust Legal Counsels, within thirty (30) running days as of the
date the

<PAGE>

Securities were issued. In such a case, to the abovementioned effects, as of the
Signature Date the Settlor commits to start all the proceedings before the
public and private authorities necessary for the execution of the Individual
Instruments and their due submission before the corresponding real estate
registries in order to publicly document the issuance of the New Bonds. (i) In
case of exercising the power provided for in paragraph (h) above, the Settlor
binds itself, within thirty (30) running days as of the date each Individual
Instrument is executed pursuant to paragraph (h) of this section, to register
the Trustee as owner of the New Bonds together with the Registration of the New
Bonds, as well as to give the Trustee proof of such registration by delivering
the documents evidencing such registration or the Individual Instrument in case
the authorizing notary public evidenced its execution. Such evidencing may be
carried out by means of the Administrator's delivery of the abovementioned
documents to the Trustee at the time indicated in Section Eight (e).
Furthermore, the Settlor shall deliver the Trustee of the Financial Trust, for
its custody, the certificates evidencing the ownership of the New Bonds issued
in agreement with section 9 bis of Decree 780/95. (j) In case of exercising the
power set forth in paragraph (h) above, the Settlor binds itself, within thirty
(30) running days as of the date each Individual Instrument is executed pursuant
to paragraph (h) of this section, to submit the Individual Instruments for their
registration with each real estate registry so that each registry publicly
documents the issuance of the New Bonds, as well as to give the Trustee proof of
such submission by delivering the documents evidencing the submission before
each real estate registry for registration purposes. Such evidencing may be
carried out by means of the Administrator's delivery of the abovementioned
documents to the Trustee at the time indicated in Section Eight (e) (the "New
Bonds Submission Commitment"). (k) The Settlor binds itself to duly record the
Individual Instruments and to make the real estate registries duly document the
creation of the New Bonds Record, evidencing such registration by means of the
certified copies of the Individual Instruments with the documents evidencing the
registration with the corresponding real property registry, within a term of 365
days as of the Signature Date (the "New Bonds Registration Commitment"). (l) In
such cases the Settlor chose to issue New Bonds

<PAGE>

pursuant to the terms provided for in paragraphs (h) to (k) of this Section Five
and did not evidence, regarding one or more Loans, the compliance with the New
Bonds Submission Commitment or with the New Bonds Registration Commitment, in
the way and under the conditions set forth in paragraphs (j) and (k) of this
Section Five, as it may correspond, and notwithstanding the provisions of
subsection (e) of this Section Five, after the Trustee's requirement to do so,
pursuant to the instructions given to such effect by any of the Holders, the
Settlor shall, (i) in the event of default of the New Bonds Submission
Commitment, repurchase such Loans or, (ii) in the event of default of the New
Bonds Registration Commitment, and at the exclusive option of the Settlor,
repurchase or replace such Loans regarding which the Settlor had defaulted on
the New Bonds Submission Commitment and/ or the New Bonds Registration
Commitment. The terms and conditions set forth in Section Eighteen hereof for
Defective Trust Property shall be applicable to such repurchase or replacement.
(ll) The provisions set forth in this Contract as regards the Bonds shall be
applicable mutatis mutandi to the New Bonds. SECTION SIX. REGISTRATION OF THE
BONDS. ENDORSEMENT OF POLICIES (a) It is expressly evidenced that, in compliance
with the provisions of section 8 of decree 780/95, at the execution hereof, the
Settlor gives the Trustee the documents evidencing the ownership of each of the
Bonds and the debt balance corresponding to each of the Bonds as arises from the
Registration of the Bonds, under the terms and conditions set forth in the
abovementioned section 8 of decree 780/95, and the Trustee receives them in
custody on behalf of the Financial Trust. Furthermore, in compliance with
applicable law and in view of the evidencing documents indicated in Section
Three hereof, Banco de Galicia, in its capacity as Registrar of the Bonds
Record, shall enter in the Bonds Record the trust transfer of the Bonds carried
out by virtue of this Contract in favor of the Trustee pursuant to the
provisions of Decree 780/95, on or before the issuance of the Securities. (b) At
the time of the issuance of such Securities, or before such date, the Settlor
shall evidence, at the satisfaction of the Financial Trust Legal Counsels, the
endorsement of the policies that instrument all the Insurances in favor of the
Trustee, together with the written acceptance of the insurance company when
necessary.

<PAGE>

SECTION SEVEN. REGISTRATION OF THE SECURITIES. (a) The Securities are issued as
book-entry Securities. The Senior Participating Certificates shall have a
minimum denomination of $1,000. The Subordinated Participating Certificates
shall have no minimum denomination at all. (b) Until the date in which the
Public Offering Authorization is granted, the trustee shall act as Registrar of
the Securities. The Registrar shall keep a record of the Securities in which it
shall enter the ownership of, transfers of, liens and preliminary injunctions on
them (the "Securities Record") and shall pay the Holders the corresponding
amounts arising therefrom in agreement with this Contract. (c) During the whole
currency of this Financial Trust, the ownership of the Securities shall be
exclusively regulated by what arises from the evidencing documents of the
Securities Record, being the owner of the Securities, included in such record,
entitled to all the rights corresponding to the Holders pursuant to this
Contract, with no need to instrument an assignment of the rights of the assignor
Holder pursuant to this Contract. SECTION EIGHT. ISSUANCE AND SUBSCRIPTION OF
THE SECURITIES (a) On the date the Trust Transfer Condition takes place, the
Trustee shall issue the Securities, under the terms and conditions set forth
herein, and shall record them, in its capacity as Registrar, pursuant to the
subscriptions specified based on the information included in Schedule B hereto.
(b) All the Senior Participating Certificates shall be credited to the
Subscribers on the date the Trust Transfer Condition takes place, in the amounts
specified in Schedule B hereto, paying on such date, as consideration, the
Subscription Price of the Loans and the Subscription Price of the Bonds,
(equivalent to 100% of the face value of the Senior Participating Certificates)
with the funds contributed to the Initial Trustee pursuant to the Initial Trust.
The Initial Trustee, once the Precedent Conditions set forth to that end have
been verified, shall start to make transfers, on behalf of the Financial Trust
and as payment of the Price of the Trust Property, pursuant to the following
breakdown: (i) the Subscription Price of the Loans shall be transferred to the
Withholding Account and (ii) the Subscription Price of the Bonds shall be
transferred to the Settlor's Account. (c) All the Subordinated Participating
Certificates shall be credited to Banco de Galicia on the date the Trust

<PAGE>

Transfer Condition takes place, offsetting its obligation to pay the
subscription price thereof against the Trustee's obligation to pay to Banco de
Galicia the corresponding portion of the Price of the Trust Property. (d) The
Settlor hereby expressly and irrevocably instructs the Trustee to set aside from
the Subscription Price of the Bonds, and the Trustee sets aside, the amount of
$1,600,000 (One Million Six Hundred Thousand Pesos) for setting up the Reserve
Fund. Such amount shall be deposited in the Reserve Fund Account and shall be
used, if necessary, in the manner provided for in Section Twenty One (c). The
Trustee has not assessed, and shall not be bound to determine, the sufficiency
of the Reserve Fund. (e) The Subscription Price of the Loans withheld in the
Withholding Account shall be released and transferred to the Settlor on a weekly
basis as long as (i) evidence is provided of the Settlor's compliance with its
obligation to give notice, by means of a notary public, of the trust transfer
instrumented hereunder to each Debtor regarding each Loan and pursuant to the
provisions set forth herein. To that end, the Settlor shall give the Trustee a
Notification Certificate in order to evidence the notification provided to the
Debtor by means of a notary public; or (ii) evidence is provided of the
Settlor's (A) creation, issuance and registration of the New Bonds on the New
Bonds Record in the name of the Trustee, all of the above in the terms provided
for in Section Five (h) to (j) and (B) submission of such New Bonds before the
corresponding Real Estate Registry for their registration, all that pursuant to
the provisions of Section Five (j). The release pursuant to the provisions of
point (ii) of this paragraph (e) shall only take place in case the Trustee had
previously received a written opinion from the Financial Trust Legal Counsels,
at the Trustee's entire satisfaction, expressly and unconditionally indicating
that the compliance with all the requirements provided for in point (ii) of this
paragraph (e) are sufficient for the change of ownership of the credit
instrumented by means of the corresponding New Bond to the Trustee to be
enforceable against third parties. The Trustee, once the conditions provided for
in point (i) of this paragraph (e) have been complied with, or once the
conditions set forth in point (ii) of this paragraph (e) have been complied with
-as long as it has received the previous written opinion from the Financial
trust Legal Counsels pursuant to the

<PAGE>

provisions set forth in this paragraph (e) to that respect- shall release from
the Withholding Account, on a weekly basis and in favor of the Settlor, the
seventy five per cent (75%) of the outstanding capital amount as at the date of
the execution hereof or pursuant to the Loans or New Bonds that correspond
(pursuant to the breakdown included in Schedule A hereof), based on the
information included in the Notification Certificate in the case of point (i) or
else such other information furnished by the Administrator and certified by the
Auditors in the case of point (ii), not later than two (2) Business Days before
each release date. (f) The proceeds of the contribution of the Subscription
Price of the Loans withheld in the Withholding Account shall be released and
transferred to the Settlor on a monthly basis, on each Date of Services Payment.
SECTION NINTH. REPRESENTATIONS AND GUARANTEES OF THE SETTLOR. The Settlor makes
the following representations on the Date of Signature, which the Trustee has
based on in order to enter into this contract: (a) As regards the Settlor and
this Contract: (i) Constitution and Compliance. The Settlor is a corporation
(sociedad anonima) duly organized in the Argentine Republic that operates as a
commercial bank authorized by the Central Bank of the Argentine Bank. It has
full capacity and authorization to hold property and carry out its business
activities in a regular way, enter into this contract and undertake obligations
pursuant to its terms and conditions. (ii) Sufficient Authorization. The signing
of this contract, the fulfillment of its obligations and the exercise of the
rights corresponding to the Settlor shall be duly authorized by its Board of
Directors in their meeting through the minutes, which certified copy shall be
submitted to the Trustee, at its discretion, within ten (10) Business Days of
the Date of Signature. The obligations undertaken by the Settlor hereunder shall
represent valid and binding obligations, fully demandable to the Settlor
pursuant to its terms. (iii) Lawfulness. The signing of this agreement and the
fulfillment of the obligations and the exercise of the rights corresponding to
the Assignor according to the provisions hereof do not infringe or imply the
breach of any term of the articles of association or bylaws or of any other
constitutional document of the Settlor and do not constitute, and shall not
constitute (after any required notice has been given or any grace period has

<PAGE>

elapsed or both conditions), a breach of any term issued by a Governmental
Authority or any contract, agreement or obligation to which the Settlor is a
party or under which it has undertaken obligations. (b) As regards the Loans and
Mortgage Bonds: (i) Effectiveness. The Loans and Mortgage Bonds shall maintain
their force and effect and shall represent valid and binding obligations
demandable to the Debtors according to their terms and conditions and have not
been cancelled, and their right over mortgaged property in first degree that
guarantees their repayment (hereinafter referred to as "Mortgage Security") is
duly registered with the corresponding real estate registries. The Mortgage
Bonds have been duly issued and registered with the Mortgage Bond Registry and
this Registry is duly kept in accordance with the regulations applicable to it.
(ii) Enforceability. The Loans and Mortgage Bonds shall not be subject to any
rescission, compensation, counterclaim or defense right, including any usurious
defense by the Debtors, and the fulfillment of any of the terms and conditions
of the Loans and Mortgage Bonds or the exercise of any right provided herein
shall not turn the Loans or Mortgage Bonds totally or partially unenforceable
and shall not subject them to any rescission, compensation, counterclaim or
defense right, including an usurious defense, and no such rescission,
compensation, counterclaim or defense right has been filed or exercised as
regards them. (iii) Origin. Loans and Mortgage Bonds have been created by the
Settlor, during their ordinary course of business and in compliance with all the
regulations issued by the Governmental Authorities applicable to the creation
and maintenance of the Loans and Mortgage Bonds for the purchase, construction,
extension and/or refurbishment of permanent residences or for other purposes
provided that the Mortgage Security is granted on the permanent residence of one
or more Debtors under the Loans or Bonds. In all cases, Loans and Mortgage Bonds
are loans granted in a foreign currency that were converted into pesos pursuant
the regulations set forth in Act 25,561 or the Decree 214/02.(iv) Transfer of
Trust Property. Trust Property may be transferred by the Settlor pursuant to the
terms and extent established in Title I of Act 24,441, and in section 1434 and
subsequent ones of Civil Code for the Loans, and with the extent of what is
provided for in section 5 and subsequent ones of Decree 780/95 for Mortgage

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Bonds. (v) Marketable Title. The Settlor has not sold, assigned or pledged the
Loans and Mortgage Bonds in favor of any person and has a full and marketable
title over them, free and exempted from all and any encumbrances, pledges,
charges, claims or in rem rights, and it was the sole owner of said Loans and
Mortgage Bonds having full rights to transfer such Loans and Mortgage Bonds to
the Trustee on a trust for the benefit of the Securities' holders. (vi)
Non-Material Breach. There are no breaches or infringements of the terms and
conditions of the Loans and Mortgage Bonds that may adversely affect the
Financial Trust's capacity to comply with its obligations under the Securities.
(vii) Settlor is not aware of the fact that the respective Real Property is
rented or not occupied by the Debtor. (viii) No mortgage foreclosure has been
filed and there are no pending legal or administrative actions as regards the
Loans and Mortgage Bonds. (ix) None of the documents instrumented by a Loan and
a Mortgage Bonds is defective, and the documentation submitted to the
Administrator is the complete, true and valid documentation that evidences each
Loan and Mortgage Bond necessary to exercise and assert the rights included and
expressed therein. (x) Loans and Mortgage Bonds shall be free and exempted from
any kind of encumbrances, pledges, charges or in rem rights of any nature
different from those arising hereunder. (xi) The information related to the
Loans and Mortgage Bonds described in Exhibit A hereunder is complete,
authentic, and correct and does not material errors or withholdings that may
lead to a material error. (xii) The Mortgage Security granted as regards each
Loan and Mortgage Bond is duly constituted, is a valid and effective
first-degree in rem right constituted on the respective real property and said
real property is free and exempted from any encumbrances or charges with a
privilege higher than the first degree in rem right of said Mortgage Security,
only subject to (a) the burden of the current taxes and contributions levied on
said Real Property, (b) the undertakings, conditions and restrictions, right of
way, easement and other issues inherent in the official registration that, on
the registration date, are acceptable for the institutions granting mortgage
loans in general, and do not adversely affect the appraisal value of the Real
Property; (c) the privileges for unpaid service charges and (d) other issues
that may affect similar property that do not substantially interfere with the
benefits of the guarantee that is being granted by the

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Mortgage Security mentioned ut-supra or with the use, enjoyment, value or
marketing of the corresponding Real Property. Every construction or improvement
in the Real Property financed under the corresponding Loan or Mortgage Bond has
been duly finished. If the respective Real Property has been built recently or
its construction has been finished with the Loan or Mortgage Bond, said Real
Property has been built, to the Settlor's Best Knowledge and Belief, according
to the applicable construction codes and regulations and the constructor has
guaranteed all the materials, labor work and systems for a term of at least one
year (xiii) Settlor has not amended any document evidencing the Loan or the
Mortgage Bond in any material aspect and has not satisfied, cancelled or
subordinated the Mortgage Security, totally or partially and has not removed the
Real Estate from the Mortgage Security in favor of the Settlor and has not
issued any other document implying the discharge, cancellation, modification or
compliance unless said discharge, cancellation, modification or compliance is
provided for or included in the documents evidencing the Loans, the provisions
of Communique A3055 of the BCRA or any other regulation applicable to the
origin, administration and execution of the Loans and Mortgage Bonds, and there
is no pending amendment to their terms and conditions. (xiv) The balance of the
original total principal of each Loan or Mortgage Bond has been totally paid
out; all costs, fees and expenses incurred in order to grant, close and register
the Loan or Mortgage Bond and to register the Mortgage Security have been paid
and the Debtor has no right to any reimbursement of said amounts paid and owed
under the Loan or Mortgage Bond. (xv) To the Settlor' Best Knowledge and Belief,
the improvements carried out in the Real Property have been duly authorized and
approved by the competent authorities. (xvi) To the Settlor' Best Knowledge and
Belief, none of the improvements performed in the Real Property or that are part
of it infringe the urban planning regulations or inspections, licenses or
certificates that have to be granted or issued as regards the parts of the Real
Property that are occupied. (xvii) To the Settlor' Best Knowledge and Belief,
there are no pending procedures for the total or partial condemnation of the
respective Real Property and said property has not suffered any deterioration
due to environmental contamination, waste, fire, earthquake, wind storms,
floods, tornados or other phenomena. (xviii) All the buildings of the

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respective Real Property financed or contemplated in the documentation of the
Loans or Mortgage Bonds are insured by means of an insurance policy issued
according to the provisions to be applied in each case and said insurance is in
full force and effect; under the provisions of the Loan or Mortgage Bond, the
Debtor is bound to maintain that insurance at its own cost. (xix) Compensations
under the Insurances shall be for the benefit of the Settlor or its assignees,
or the Debtor, as per provided for by the respective rules and as from this
assignment, they shall benefit the Financial Trust represented by the Trustee.
(xx) Settlor has no knowledge of the respective Debtor' intention to refinance
the Loan or the Mortgage Bond, and the Settlor has not requested the Debtor ,
either directly or indirectly, to refinance the Loan or the Mortgage Bond. (xxi)
Loans and Mortgage Bonds are subject to be assigned, and said assignment to the
Trustee is valid and acceptable for its registration under the laws of the
jurisdiction where the corresponding Real Property is located. (xxii) The
Settlor holds all documents evidencing the Loan and Mortgage Bonds, including
the corresponding copy of the public deed as well as the other legal
documentation necessary for a possible foreclosure of the Loan, and are in the
possession of the Settlor upon the execution hereof. (xxiii) All the Loans and
Mortgage Bonds are qualified as the first category under the BCRA's rules, that
is, they do not have delays of more than thirty days. (xxiv) The Loan is not and
has not been secured by other means other than the encumbrance constituted by
the corresponding mortgage. (xxv) Settlor has assigned the Trustee all of its
rights under the Loan or Mortgage Bond, including those related to the Mortgage
Security. (xxvi) All the credits subject-matter of the Loans and Mortgage Bonds
have a remaining term of less than one hundred and eighty-one (181) months.
(xxvii) The proportion of the principal paid out under the Loans and Mortgage
Bonds up to the date of said disbursement represented in the value of the real
property secured by the Mortgage Security was less than an eighty-one per cent
(81%). SECTION TENTH. DIVIDENDS OF SENIOR PARTICIPATING CERTIFICATES. Senior
Participating Certificates shall accrue dividends as from the date of their
issuance (the "Dividends of the Senior Participating Certificates or
"Dividends"). Said dividends shall be calculated by applying an annual nominal
rate equal to the bigger of (A) 2% or

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(B) 60% of the annual average nominal interest rate applicable to the Trust
Property during the corresponding Period of Dividends, being (A) or (B)
applicable to a sum equivalent to the difference existing between (i) the
Original Principal Balance of the Trust Property adjusted by the Reference
Stability Ratio or the Substitute Index as from the Date of Signature to the
last day of the corresponding Period of Dividends; and (ii) the total amount of
payments of Distributions under the paid Senior Participating Certificates
adjusted by the Reference Stability Ratio or the Substitute Index as from the
date each payment is made to the last day of the corresponding Period of
Dividends. Dividends shall be paid monthly and by each Period of Dividends due
in each Date of Services Payment by the Registrar. Dividends shall be calculated
on the basis of a 360-(three hundred and sixty) year and 30-(thirty)-day
interests periods. Determination and calculation of the Dividends amounts shall
be made by the Administrator and certified by the Auditors, through a written
report which shall be submitted to the Registrar with no less than 2 (two)
Business Days prior to each payment date. SECTION ELEVENTH. DISTRIBUTIONS UNDER
THE SECURITIES. (a) Senior Participating Certificates shall be entitled to
receive, through periodical distributions, a total amount equivalent to the 75%
of the Original Principal Balance of the Trust Property, adjusted by the
Reference Stability Ratio or the Substitute Index as from this Contract's date
to the date which the total amount mentioned above has been distributed (the
"Total Distribution of the Senior Participating Certificates"). Said
Distributions shall be paid monthly by the Registrar on each Date of Services
Payment. On such dates, a payment shall be made to the Senior Participating
Certificates' Holders equivalent to the total Distribution Funds of the Senior
Participating Certificates until the Date of Services Payment on which
(hereinafter called the "Equivalence Date") the sum of (i) the amounts
effectively received by the Senior Participating Certificates' Holders by virtue
of the Distributions under the Participating Certificates plus the amount
arising from the application, as from each Date of Services Payment to said
date, of the Reference Stability Ratio or the Substitute Index to each
Distributions plus (ii) the available Distribution Funds of the Senior
Participating Certificates at such

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date shall be at least equal to the amount of the Total Distribution of the
Senior Participating Certificates. Said Distribution Funds of Senior
Participating Certificates shall be applied to pay off the Senior Participating
Certificates on the Equivalence Date, and the balance, if any, shall be
distributed among the holders of Subordinated Participating Certificates
pursuant to the provisions set forth in the following item (b). To such purpose,
the Administrator shall verify and inform the Registrar and the Trustee about
whether or not the Equivalence Date has occurred during each Collection Period
with no less than three (3) Business Days prior to each Date of Services Payment
(the "Equivalence Report"). In the case the Equivalence Date has been verified,
its occurrence shall be certified by the Auditors in the Equivalence Report that
is submitted to the Trustee. The occurrence of the Equivalence Date shall be
informed by the Trustee through an authentic means to each Holder in the Date of
Services Payment following such occurrence. In no event, the Trustee shall have
any obligation to verify the occurrence of an Equivalence Date. The
determination and calculation of the Distributions amount shall be performed by
the Administrator, through a written report to be submitted to the Registrar
with no less than two (2) Business Days prior to each payment date. (b) Once all
Senior Participating Certificates have been paid off pursuant to the previous
paragraph, the Subordinated Participating Certificates shall be entitled to
receive monthly payments in view of the Distributions ("Distribution under the
Subordinated Participating Certificates") on each Date of Services Payment, date
on which a payment shall be made to the Subordinated Participating Certificates'
Holders equivalent to the Distribution Funds of the Subordinated Participating
Certificates (as per this term is defined in Section Fourteenth). (c) When the
total amounts due under the Senior Participating Certificates have been paid
off, all the Subordinated Participating Certificates' Holders can require the
participating certificates to be paid in advance in exchange for the existing
Trust Property. SECTION TWELFTH. TRUST ACCOUNTS. (a) The sums of money collected
due to the pre-payments of the principal, interests and commissions and due to
any other concept corresponding to the Trust Property's Loans and Mortgage
Bonds, as well as the sums of money arising from the Real

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Property's mortgage foreclosure and the Insurances' collection shall be
deposited on a daily basis as from the Date of Signature by the Administrator in
a trust account opened at the ABN AMRO Bank, Branch of Argentina. This trust
account shall be a special Peso-denominated s current account, and shall be
identified by the account number that the Trustee shall inform in due time to
the Administrator and the Auditors; the account holder shall be under the
Financial Trust's name and to the order of the Trustee (the "Collecting Trust
Account"). This transfer shall be made within the term of one (1) Business Day
upon having received said sums by the Administrator. (b) Furthermore, the
Trustee has opened a trust account at the ABN AMRO Bank, Branch of Argentina,
which is a special Peso-denominated current account, and identified by the
account number that the Trustee shall inform in due time to the Administrator
and the Auditors; the account holder is under the Financial Trust's name and to
the order of the Trustee. On this account, the amounts corresponding to the
Financial Trust's Expenses, excluding the Financial Trust's Taxes (the "Expenses
Account") shall be deposited. At any time, the Expenses Account shall have a
minimum balance equal to the sum determined by the Administrator, through a
written report certified by the Auditors, to be able to pay all of the Financial
Trust's Expenses, excluding the Financial Trust's Taxes, up to the following
Date of Services Payment ("Minimum Balance of Expenses"). (c) The Trustee has
opened a trust account at the ABN AMRO Bank, Branch of Argentina, which is a
special Peso-denominated current account, and identified by the account number
that the Trustee shall inform in due time to the Administrator and the Auditors;
the account holder is under the Financial Trust's name and to the order of the
Trustee. On this account, the Reserve Fund shall be deposited in order to be
able to pay the Expenses and Taxes of the Financial Trust's Constitution (the
"Reserve Fund Account"). The Reserve Fund shall have these deposits in said
account until the complete payment of the Expenses and Taxes corresponding to
the Financial Trust's Constitution, which payment shall be made by the Trustee
through the corresponding debits from said account. (d) The Trustee has opened a
trust account at the ABN AMRO Bank, Branch of Argentina, which is a special
Peso-denominated current account, and identified by the account number

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that the Trustee shall inform in due time to the Administrator and the Auditors;
the account holder is under the Financial Trust's name and to the order of the
Trustee. On this account, the withholding amounts of money pursuant to Section
Eighth (b) (i) herein (the "Withholding Account") shall be deposited. All
interests accrued up by the amounts deposited in the Withholding Account shall
be kept in such account and paid in the same way and periodicity as the Loans
are paid, pursuant to the provisions set forth in Section 8(e) hereunder.
SECTION THIRTEENTH. ADMINISTRATION OF THE TRUST PROPERTY. (a) The parties to
this contract hereby appoint Banco de Galicia y Buenos Aires S.A. as the
Administrator, in order that, pursuant to the provisions set forth in the
Administration Contract and to the rules established in the Civil Code, be in
charged of the custody and maintenance of the documentation, as well as the
custody, management and the (administrative, judicial and extra-judicial)
collection of the Trust Property assigned to the Financial Trust. To that end,
Banco de Galicia hereby subscribes together with the Trustee the Administration
Contract related to this Financial Trust.(b) Each Holder, on its sole
Securities' subscription or acquisition, shall give its consent so as Banco de
Galicia or whoever may succeed the latter in said function in the future in
agreement with the provisions set forth in the Administration Contract, can
perform its duties as Administrator thereunder. (c) The Administrator shall be
in charge of the Financial Trust's accounting, and, in compliance with such
functions, shall be audited by the Auditors. Thus, it is established that Banco
de Galicia shall not receive any commission, fee, or compensation whatsoever for
its services rendered as Accountants. (d) Any collection of money related to the
Trust Property, whether it be in cash upon reception of sums of money, in
species through property in lieu of payment, delivery of mortgage bonds or
securities pursuant to this contract; as well as any resignation, dispensation,
transaction, reduction, delay or remittance of sums to be collected under such
mortgage bonds or securities, whether these be interests, commissions or other
concepts established hereunder, and the receipts, instruments, or documents
proving such legal acts shall be subscribed by the Administrator with the
express evidence that all the above-mentioned documents are granted in terms of
the Financial

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Trust. SECTION FOURTEENTH. ALLOCATION OF FUNDS ON THE DATE OF SERVICES PAYMENT.
Two Business Days before each Date of Services Payment, the amounts of money
existing on each Cut off Date at the Collecting Trust Account shall be allocated
on each Date of Services Payment to the following purposes as it is set forth
below, with the following priority and subordination: First, to pay or reimburse
any deficiency occurred in the Minimum Balance of Expenses in the Expenses
Account, and pay the corresponding Financial Trust's Expenses (excluding the
Financial Trust's Taxes), based on the information provided by the Administrator
and certified by the Auditors to the Trustee; Second, to pay, based on the
information certified by the Auditors, the Dividends of Senior Participating
Certificates on each Date of Services Payment by the Registrar. To this purpose,
the Trustee shall transfer to the accounts stated by the Senior Participating
Certificates' Holders the necessary amounts to pay said Dividends of Senior
Participating Certificates corresponding to said Date of Services Payment;
Third, to pay, based on the information certified by the Auditors, the
Distributions of Senior Participating Certificates on each Date of Services
Payment by the Registrar. To this purpose, the Trustee shall transfer to the
accounts stated by the Senior Participating Certificates' Holders all the funds
existing in the Collecting Trust Account, provided that all provisions set forth
in the above two paragraphs of this Section have been complied for the payment
of the distribution corresponding to said Date of Services Payment (such funds,
the "Distribution Funds of Senior Participating Certificates"); and Fourth, once
all of the Senior Participating Certificates has been paid out, to pay the
Distributions on the Subordinated Participating Certificates by the Registrar,
based on the information certified by the Auditors, and following the
instructions by the Registrar, the Trustee shall transfer to the accounts stated
by the Subordinated Participating Certificates' Holders all the funds existing
in the Collecting Trust Account, provided always that all provisions set forth
in the above three paragraphs of this Section have been complied for the payment
of the participation corresponding to said Date of Services Payment (such funds,
the "Distribution Funds of Subordinated Participating Certificates"); SECTION
FIFTEENTH. COMPENSATION FOR THE TRUSTEE AND

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THE ADMINISTRATOR. (a) The Trustee shall receive for the services rendered
hereunder, (a) as commission for accepting to act as financial trustee
hereunder, a compensation of Pesos Seventy Thousands ($ 70,000) plus the
applicable V.A.T. payable within five (5) days of the Date of Signature, through
a check issued to the order of ABN AMRO Bank, Branch of Argentina; and (b) as an
annual commission to act as financial trust hereunder , a compensation of US
Dollars Sixteenth Thousands (US$ 16,000) plus the applicable V.A.T. to be paid
annually, in advance, and in Pesos at the offer exchange rate informed by the
ABN AMRO Bank, Branch of Argentina, for each anniversary date as from this
Contract' signature date or the Business Day immediately after if such date were
a non-business day. The payment of the first annual commission shall be withhold
and debited from the sums corresponding to the Mortgage Bonds' Subscription
Price by the Trustee within ten (10) Business Days as from the Date of
Signature. In any case, the relevant exchange rate date shall be that of the day
immediately before the payment date. (b) The Administrator shall receive, for
the services rendered hereunder and under the Administration Contract, no
commission, fee, or retribution, or compensation whatsoever. SECTION SIXTEENTH.
PURCHASE OPTION BY THE SETTLOR (a) It is hereby established that the Settlor
shall have the option to purchase al or part (in this last case on a pro-rata
basis between the Senior Participating Certificates'Holders) of the Senior
Participating Certificates, which option can be exercised at any time during the
effective period of said Participating Certificates (the "Purchase Option"),
with the prior consent of the Senior Participating Certificates'Holders
representing a Majority Interest. The price to be paid when the Purchase Option
is exercised shall be equal to the difference existing between (i) the Original
Principal Balance of the Trust Property adjusted by the Reference Stability
Ratio or the Substitute Index as from the Date of Signature to the date such
Purchase Option is exercised, plus the amount of Dividends accrued and not
distributed as at the date that Settlor pays the price of such Purchase Option,
and (ii) the total amount of Distributions payments made under the Senior
Participating Certificates paid up to the date that Settlor pays the price of
the Purchase Option pursuant to Section Eleventh hereunder (excluding the paid
Dividends)

<PAGE>

adjusted by the Reference Stability Ratio or the Substitute Index, as from the
date that each payment is made up to the date on which the Purchase Option is
effectively exercised. (b) The Purchase Option can be exercised in as many
opportunities as Settlor deems it convenient, provided always that the latter
has complied with its obligations under this Contract and under the
Administration Contract. Exercise of the Purchase Option shall be notified in
writing by the Settlor to the Trustee, who shall give written notice to the
Senior Participating Certificates' Holders and the Auditors within two (2)
Business Days upon being notified. After thirty (30) running days, had said
Purchase Option not been exercised as notified in writing to the Trustee, the
Settlor and the Senior Participating Certificates' Holders, said Purchase Option
shall have no effect whatsoever. The price of the Purchase Option shall be
calculated by the Administrator and certified by the Auditors within two
Business Days upon receiving such notice. The Trustee, the Auditors and the
Senior Participating Certificates' Holders hereby agree to cooperate in
performing all the acts that the Settlor may reasonably request to them to
exercise the Purchase Option. (c) In order that the Purchase Option shall be
valid and binding, it shall contain the following elements: (1) to be prepared
in writing; (2) to be subscribed by the Settlor's representative having the
sufficient powers so as to be certified by a notary public through a
certification issued to such purpose; (3) to state the effective exercise date
of the offer proposed by the Settlor; (4) to state the number of Senior
Participating Certificates that the Settlor intends to acquire; (5) to indicate
the form of payment of the Purchase Option's price, which shall be effected, in
all cases, previously or simultaneously to said exercise; and (6) to contain the
firm and irrevocable purchase commitment, and that all expenses and taxes that
such transaction incur or may incur for the Trustee and/or the Financial Trust.
It shall be the exclusive responsibility of the Settlor to authentically notify
the Trustee, in such capacity and in its capacity of Registrar, of any
transference made pursuant to this contract to the purposes of registration and
payment of the Securities, subject-matter of the repurchase. Said notice shall
not be given within less than 1 (one) Business Day from any payment date under
the Securities. SECTION SEVENTEETH. OBLIGATORY REDEMPTION BY THE SETTLOR (a) The

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Settlor hereby undertakes the obligation to repurchase all of the Senior
Participating Certificates, if so required by their Holders, in case one or more
third-parties jointly acquire, either directly or indirectly, the right to
appoint the majority of the members of the Settlor's Board of Directors or of
the person who shall succeed it in the future (the "Acquisition Event"). It
shall be excluded from this obligation the capitalization in the Settlor of its
present credits by foreign financial institutions having the above-mentioned
effect. With no need to verify or make any inquiry whatsoever, the Trustee shall
consider that an Acquisition Event has occurred when so informed in writing by
two or more Holders representing at least 10 % of the Senior Participating
Certificates' original face value (the " Notice of the Acquisition Event"). (b)
Upon receiving a Notice of the Acquisition Event, the Trustee shall send a copy
thereof to the Settlor and to the Senior Participating Certificates' Holders.
Always within the first twenty (20) days of each Collection Period, any Senior
Participating Certificates' Holder may request the Settlor (with a copy sent to
the Auditors) through an authentic means to redeem whether all or part of its
holdings in said Senior Participating Certificates (the "Redemption Request") to
be effective on the Collection Period's Cut off Date, which the right entitled
to hereunder had been exercised by the respective Senior Participating
Certificates' Holder. Upon receiving such Redemption Request, the Settlor shall
have 30 days in a row to perform such redemption. The price of the Senior
Participating Certificates' redemption shall be determined by the Senior
Participating Certificates'Holder and certified by the Auditors within two (2)
Business Days upon the Trustee having notified said Redemption Request. The
redemption price shall be paid by the Settlor to the corresponding Senior
Participating Certificates' Holder on the Date of Services Payment immediately
after the Collection Period, on which the redemption right granted hereunder had
been exercised by such Senior Participating Certificates' Holder. The Trustee
and the corresponding Senior Participating Certificates' Holder hereby agree to
cooperate in making all the necessary acts to perform the redemption of the
respective Senior Participating Certificates. Had the Settlor not paid the
redemption price of the Senior Participating Certificates once the
above-mentioned term has elapsed, it shall be deemed that the

<PAGE>

Settlor has failed to comply with its obligations hereunder. The Redemption
Request shall contain the following elements: (1) to be prepared in writing; (2)
to be subscribed by the Senior Participating Certificates' Holder; (3) to state
the Senior Participating Certificates that the Settlor shall acquire; (4) to
state the requested redemption's payment date; (5) to state the form of payment
of the price to be paid, which in all cases shall be performed previously or
simultaneously to such redemption; and (6) to have the firm and irrevocable sale
commitment. It is hereby agreed that all expenses and taxes that such
transaction arises or may arise to the Trustee and/or the Financial Trust and/or
the Senior Participating Certificates' Holders shall be at the Settlor's
expense. The Settlor hereby agrees to cooperate in performing all acts which are
reasonably necessary to carry out the Senior Participating Certificates'
redemption. (c) The price payable by the Settlor in view of the Senior
Participating Certificates' redemption to each Holder having exercised this
option shall be equal to each Holder's proportion of said Senior Participating
Certificates in the difference between (i) the Original Principal Balance of the
Trust Property adjusted by the Reference Stability Ratio or the Substitute Index
as from the Date of Signature up to the Collection Period's Cut off Date, which
the right entitled to hereunder had been exercised by the respective Senior
Participating Certificates' Holder, plus the amount of Dividends accrued but not
paid up to the date on which Settlor pays the price of the Purchase Option, and
(ii) the total amount of the Distributions payments in view of the Senior
Participating Certificates paid as at the date on which the Settlor pays the
redemption price adjusted by the Reference Stability Ratio or the Substitute
Index, as from the date each payment is made up to the Collection Period's Cut
off Date, on which the right entitled to hereunder had been exercised by the
respective Senior Participating Certificates' Holder. It shall be the exclusive
responsibility of the Settlor to authentically notify the Trustee, in such
capacity and in its capacity of Registrar, of any transference made in
conformity with this contract to the purposes of registration and payment of the
Securities, subject-matter of the redemption. Said notice shall not be given
within less than 1 (one) Business Day as from any payment date under the
Securities. SECTION EIGHTEEN. REPURCHASE OR REPLACEMENT OF

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TRUST PROPERTY ON DEFAULT OR DEFECTIVE REPLACEABLE TRUST PROPERTY. (a) If during
a certain Collection Period, the amount of the Loans' and Mortgage Bonds'
principal due and to be due with three (3) or more principal or interests
installments due and unpaid that are higher than six per cent (6%) of the Loans'
and Mortgage Bonds' Amount ("Unbearable Payments in Default"), the Settlor, at
the Trustee's request based on a Report of Payments In Default (as per the term
is defined below), shall replace the Trust Property on Default with other
Substitute Trust Property, or shall repurchase, at its own discretion and
option, such Trust Property on Default that may be necessary to the effects that
the amount of the Loans and Mortgage Bonds' principal due and to be due,
representing the above-mentioned default in their payments remains below six per
cent (6%) of the Loan's and Mortgage Bonds' Amount. (b) To the purposes of this
contract, a Report of Payments in Default shall mean a written report prepared
by the Administrator and certified by the Auditors and submitted to the Trustee
within twenty (20) running days as from each month's last Business Day. This
report shall expressly state the verification of the Unbearable Payment in
Default related to the respective Collection Period. Were the Trustee aware of
the verification of the Unbearable Payment in Default through the Report of
Payments in Default, it shall give written notice to the Holders, and shall send
a written request to the Settlor whereby it requests the latter to comply with
its obligation set forth in the previous paragraph. This request may take place
within five (5) running days upon receiving said Report, but not later than the
first fifteen (25) (sic) running days of each Collection Period. Upon receiving
said request by the Trustee, the Settlor shall make the repurchase or
replacement effective at the Collection Period' Cut off Date, on which the right
entitled to hereunder had been notified to the Settlor. With at least five days
prior to the stated Cut off Date, the Settlor shall inform the Trustee (i)
whether it opts to repurchase and/or replace the Replaceable Property on
Default, and (ii) the Replaceable Trust Property on Default that it intends to
repurchase or replace with the Substitute Trust Property. The repurchase price
shall be paid at the Collection Period' Cut off Date, on which the right
entitled to hereunder had been notified to the Settlor. The Trustee and

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the Holders hereby agree to cooperate in performing all acts necessary to
replace or repurchase the Replaceable Trust Property on Default. (c) In the
event that at any time during the effective period of this Contract, any Loan
and/or Mortgage Bond is qualified as a Defective Replaceable Trust Property, as
this be notified in writing to the Trustee by the Administrator or else by the
Financial Trust's Legal Counsels, the Settlor hereby undertakes the obligations
to repurchase or replace, at its own discretion and option, those Defective
Replaceable Trust Property with other Substitute Trust Property. To such
purposes, upon receiving the request by the Trustee (who shall make such request
based exclusively on the information provided by the Administrator and the
Financial Trust's Legal Counsels), within the first fifteen (15) running days of
each Collection Period, the Settlor shall perform and make the repurchase or
replacement effective at the Collection Period' Cut off Date, on which the right
entitled to hereunder had been notified to the Settlor. With at least five days
prior to the stated Cut off Date, the Settlor shall inform the Trustee whether
it opts to repurchase and/or to replace the Defective Replaceable Property. The
conditions mentioned in the following paragraph (d) shall be applied with
respect to the repurchase price of the corresponding Trust Property. The Trustee
and the Holders hereby agree to cooperate in performing all reasonable acts that
shall be necessary to replace or repurchase the Defective Replaceable Trust
Property. (d) In those cases where the repurchase of Replaceable Trust Property
on Default or the Defective Replaceable Trust Property may correspond, the price
of said repurchase shall exclusively be the sum of principal and interests
unpaid under the mentioned Trust Property being individualized by the Settlor at
the Collection Period's Cut off Date, on which the right entitled to hereunder
had been notified to the Settlor, as per determined by the Administrator and
certified by the Auditors pursuant to this paragraph. The Auditors shall state
in writing the repurchase price to the Trustee. Both in the cases of replacement
or repurchase of the Replaceable Trust Property on Default or the Defective
Replaceable Trust Property, such replacement and repurchase shall become
effective, in the case of the Loans, through the corresponding individual public
deed of assignment pursuant to the terms of said Individual Deed, and its
notification to the

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corresponding debtors by notary public in the case of being Mortgage Loans; or
through the registration of their trust assignment to the Trustee with the
corresponding Mortgage Bond Registry, in the case of the Mortgage Bonds. All
these acts shall become effective by the Settlor within the first fifteen (15)
running days from the corresponding Collection Period. (e) In the event that the
Substitute Trust Property were instrumented as mortgage loans, the provisions
set forth in Section Fifth related to the registration of the corresponding
Mortgage Security's transfer shall therefore be applied. Thus, to that end the
Irrevocable Power-of- Attorney shall be extended, and the obligation to
repurchase or replace the unregistered loans established in sub-section (g) of
such section shall be applied, and the terms specified therein shall be counted
as from the signature date of the individual deeds described in the previous
item, including the term of three hundred and sixty-five (365) days stated in
sub-section (g) of said section. All expenses, costs and taxes incurred in
performing and making the repurchases and/or replacements mentioned herein
effective shall be in charge of the Settlor. (f) In no event, it shall be deemed
that the Trustee has any obligation of determining the degrees of the payments
in default, including the Unbearable Payment In Default, nor whether a Real
Property is qualified as a Substitute Trust Property, a Defective Replaceable
Trust Property or a Replaceable Trust Property on Default, or such Property's
repurchase price. (g) In the event the applicable law were modified so as the
Reference Stability Ratio or the Substitute Indexes were not applicable for at
least a period of time between the initial enforcement date stated by Communique
"A" 3507 of the Central Bank of the Argentine Republic and the Date of
Signature, the Settlor undertakes the obligations to replace the Loans which
constitute Trust Property, which at this contract' date does not exceed twelve
(12) months with Loans, which at the date of such replacement do not exceed
twelve (12) months, being that: (i) Loans assigned as replacement shall also be
qualified as Substitute Trust Property (ii) the provisions agreed upon in this
Section Eighteenth for the repurchase of Replaceable Trust Property on Default
or Defective Replaceable Trust Property shall be applied to said replacement.
SECTION NINENTEETH. MEETING OF HOLDERS. To the purposes of making, giving, or
receiving any claim,

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authorization or directive, notice, consent, resignation, amendment, correction
or any other act related to this Contract, the following terms and conditions
shall be complied with: (i) Call for the Meeting: The Trustee, per se or at the
Holders' request representing at least 5% (five per cent) of the outstanding
Securities may at any moment call a Meeting of Holders ("the Meeting"). Said
Meetings of Holders shall be called pursuant to the provisions of section 237 of
the Business Corporations Act. (ii) Representation: Holders may attend the
Meeting personally or by the representation of another person duly appointed
through a proxy, signature of which shall be certified by a financial
institution, judicial authority or notary public. (iii) Notice of attendance to
the Meeting: Holders who wish to attend the Meeting shall be registered with the
Trustee with no less than two (2) days in advance to the date of call, through
an authentic written notice sent to the Trustee. (iv) Quorum: The Meeting of
Holders shall be validly held when the Holders representing the majority of the
original face value of not canceled Securities are present thereat. Were the
quorum not reached in the first call, a new Meeting of Holders shall be called,
which shall be held within thirty (30) running days after the date established
for the first call. The ordinary meeting on second call shall be validly held
notwithstanding the number of Holders present thereat. In case of an
extraordinary meeting on first call, it shall be required that Holders
representing sixty per cent (60%) of the original face value of not canceled
Securities be present, while in case of a meeting on second call, such
percentage shall be reduced by thirty per cent (30%) of the original face value
of Securities.(v) Majorities: Decisions in an ordinary meeting shall be adopted
by the favorable vote of the absolute majority of the original face value
represented thereat, while decisions in an extraordinary meeting shall be
adopted by the favorable vote of at least fifty-one per cent (51%) of the
original face value of not canceled Securities represented thereat. (vi)
Unanimity: The presence and the unanimous favorable vote of Holders representing
one hundred per cent (100%) of the Securities' face value shall be required with
the purposes of validly adopting a resolution at any' Meeting of Holders called
to deal with any of the following proposals: (i) modify the method, order of
preference or maturity of any amount for Distributions or Payment of Dividends
under the Securities, (ii) reduce

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or cancel the amount of Dividends or Distributions payable with respect to such
Securities, (iii) modify the payment currency of the Securities or any other
right, term or condition agreed upon under the Securities hereunder, (iv) any
adverse modification to the interests of the Senior Participating Certificates'
Holders in the terms of the Settlor's obligation to redeem said Senior
Participating Certificates set forth in Section Seventeenth, or of the Settlor's
obligation to repurchase the Trust Property stated in Section Fifth (g) or in
Section Eighteenth (v) dispose of the Financial Trust's Property constituted to
repay the Securities except for the cases considered hereunder and (vi) modify
the provisions regarding the required quorum for any Meeting of Holders or with
respect to the majority required to adopt an extraordinary resolution or any
resolution related to items (i), (ii), (iii), (iv) or (v) of this sub-section
(vi). (vii) Subsidiary Rules: Regulations contained in Act 24,441, the Law of
Negotiable Obligations, and in the Business Corporations Act shall be applied,
with regard to those aspects related to the meetings which not expressly
provided for in this Section. (viii) Securities owned by the Settlor: To the
effects of calculating the quorum and votes in a Meeting, the Securities owned
by the Settlor or any of its subsidiaries, controlling or related companies
shall not be taken into account and shall not be deemed to be outstanding.
SECTION TWENTIETH. OTHER RIGHTS AND DUTIES OF THE TRUSTEE (a) The Trustee shall
not be obligated nor may it request loans on behalf of this Financial Trust. (b)
The issued Securities shall not represent the Trustee's indebtedness and shall
be exclusively payable with the Trust Property composing the Financial Trust.
Said duties shall be exclusively paid with the Trust Property pursuant to
regulations set forth in section 16 of Act 24,441. (c) The Trustee, based on the
written information provided by the Administrator and the Auditors shall submit
to the Governmental Authorities all the information that can be legally
demandable in view of the Trust Property, with respect to each Financial Trust
within the corresponding term. (d) The Trustee, based on the written information
provided by the Administrator and the Auditors shall submit to the Holders the
Monthly Management Report and the Annual Management Report within four Business
Days upon completing their preparation, but not later than

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30 Business Days upon ending the corresponding calendar month in the case of the
Monthly reports and not later than 45 Business Days upon ending the annual
fiscal year. Without prejudice of the above, the Trustee shall be obligated for
the accountability to be submitted to the Holders pursuant to the terms and
conditions set forth in Act 24,441. (e) The Financial Trust' Trustee shall keep
an accounting system in agreement with the professional accounting standards set
forth in the Republic of Argentina. The Trustee shall identify its books and
registries corresponding to the Trust Property in order to record the Financial
Trust as a segregated unit from the rest of its accounting books.(f) In benefit
of the Holders, the Trustee shall take at any time all the reasonable measures
that, at its best knowledge and belief and acting with due diligence (pursuant
to Act 24,441), deems it necessary or convenient to safeguard and enforce their
rights under this Contract. (g) Moreover, the Trustee, acting though the
Administrator and based on the written information provided by the latter and
the Auditors shall bind itself to: (i) Provide the BCRA with the monthly reports
"Debtors of the Financial System" and "Statement of Condition of Debtors" or
those which replace them related to the Trust Property. Thus, the Trustee shall
accept to such effects, the application of Communique A2593 and its
supplementary rules from the BCRA, adjusted to the form of payment that the
BCRA's Superintendence of Financial and Exchange Institutions may establish, and
any other information required by the BCRA within the corresponding term; (ii)
Make the necessary documentation available for the Superintendence of Financial
and Exchange Institutions of the BCRA at any time in order that such
Superintendence may verify the level of compliance with BCRA's regulations as
regards the classification and allowances of the Trust Property; (iii) Furnish
the Holders which are financial institutions with: (i) the percentage of
allowances to be applied to each kind of Securities, as regards their collection
subordination level between such Securities according to the appropriation model
established for the allowances between such Securities, which is enclosed herein
as Exhibit E, as well as the Securities' residual face value calculated based on
the corresponding Trust Property (net of allowances) and weighted by the
percentage established for each of the Securities in their issuance terms; and
(iv) Accept the

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modifications specified by the Superintendence of Financial and Exchange
Institutions to be made to the appropriation model enclosed herein as Exhibit E.
SECTION TWENTY-FIRST. EXPENSES AND TAXES. (a) The Financial Trust's Expenses,
excluding the Financial Trust's Taxes, shall be primarily borne with the Minimum
Expenses Balance deposited in the Expenses Account, or otherwise, with the funds
arising from the Trust Assets up to the maximum annual amount of US$ 50,000 (US
Dollars fifty thousands) (the "Projected Amount of Expenses"). If such amount is
exceeded, the Trustee shall request in writing to the Settlor the necessary
funds within seven Business Days upon receiving said written requirement in
writing by the Trustee, or within a shorter period imposed by the circumstances
(including but not limited to the case of a formal requirement by a Governmental
Authority of a shorter period or the existence of shorter periods of payment).
If such term elapses and the Settlor has not provided the corresponding amounts
of money, the Trustee may directly debit the Financial Trust' Expenses from the
Trust Accounts, or may also use the funds arising from the Trust Property and/or
any other Trust Asset. Each extraordinary expense requested from and paid by the
Settlor shall be reasonably documented in writing and accounted for to the
Settlor on a monthly basis. The Administrator, pursuant to what is provided for
in Section (g) of the Administration Contract, may deduct the Maintenance
Expenses (as per such term is defined in the Administration Contract) from the
Trust Property. The Financial Trust's Expenses shall be excluded from such
Maintenance Expenses, as well as those expenses that due to their nature are the
Administrator's internal expenses related to its infrastructure operation and/or
related to the administration of its mortgage loan portfolio. The Maintenance
Expenses are excluded from the estimation of the Projected Amount of Expenses.
(b) The Financial Trust' Taxes shall be directly borne by the Settlor. The
Settlor shall provide such funds within the term stated in the previous item (a)
based on the Auditors' determinations, copies of which shall be submitted to the
Trustee. In emergency cases, to the sole and exclusive discretion of the
Trustee, the Trustee shall be entitled to debit the necessary amounts to pay the
Trust's Taxes levied on the Trust Assets to comply with the corresponding

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payment date, notwithstanding the Settlor's duty of bearing payment of such
amounts. (c) The Expenses and Taxes related to the Constitution of the Financial
Trust shall be borne by the Settlor, to which purposes the parties constitute
the Reserve Fund deposited in the Reserve Fund Account. The Reserve Fund shall
be used by the Trustee to pay the Expenses and Taxes related to the Constitution
of the Financial Trust, thus directly allocating the amounts deposited in the
Reserve Fund Account to payment thereof. SECTION TWENTY-SECOND. AUDITORS. TAXES.
FISCAL YEAR CLOSING DATE. (a) Auditors shall provide the Financial Trust with
all or any of the following services: (i) obtain taxing identification numbers,
certify the Financial Trust's Taxes calculated by the Administrator, (ii) (a)
audit and/or make the quarterly accounting with relation to the Trust Property,
and (b) determine the Securities' book value and prepare any report required by
the Trustee, the Administrator or the Settlor, and (c) render any other service
related to the Financial Trust reasonably requested by the Trustee, and those
reports and/or documents specified hereunder. (b) As regards the Financial
Trust's Taxes related to this Financial Trust and to the Trustee's activity as
such, the Trustee may base on the determination made by the Administrator and
certified by the Auditors and/or the agents, with no obligation whatsoever by
the Trustee as regards the construction of laws, decrees, regulations and other
applicable rules, as well as to the criteria to be followed in determining such
taxes, or the fulfillment of other substantial and formal obligations. To such
purposes, said Auditors shall notify the Trustee, in clearly assertive terms, on
the form, time and place to comply with all the obligations related to the taxes
mentioned in this Section. Furthermore, the Trustee may request, as regards the
determination of the Financial Trust's Taxes, that such determination be
certified by its own auditors, in which case, all costs, expenses and fees
incurred by said Auditors shall be exclusively borne by ABN AMRO Bank, Branch of
Argentina. (c) The closing date of the annual fiscal year for the Financial
Trust is established on each December 31 of each year. SECTION TWENTY-THIRD.
ALLOWED INVESTMENTS. The Trustee, in representation of the Financial Trust and
for the benefit of the Holders, may invest the amounts deposited in the
Collecting Trust Account in the

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following: (1) peso-denominated mutual funds having a domestic rating not being
lower than "A" (including the "Fondo Rembrandt Ahorro Pesos" of ABN AMRO Bank,
Branch of Argentina, provided always that the latter at least keeps such "A"
rating); (2) deposits in savings accounts or term-deposits in financial
institutions (including the Trustee), in cash, foreign currency, placements in
bond transactions (operaciones de caucion), swaps and shares of mutual funds. In
all cases, the maturities dates of such placements shall be consistent with the
payments to be made under the Securities pursuant to this Contract. Whenever
placements are made in different financial entities other than the financial
entity to which the Trustee belongs, or transactions guaranteed by private
securities, the respective entities or securities shall meet the qualification
requirements for investment of Retirement and Pension Funds pursuant to the
provisions of Act No 24,241 an other applicable laws and regulations. Moreover,
it is hereby established that the Trustee shall have no responsibility
whatsoever before the Holders or the parties to this Contract for the results
obtained in the investments of the Trust Property, especially as regards the
funds deposited in the Trust Accounts. The Trustee shall not be responsible for
the consequences of any measures adopted by any Governmental Authority or of any
nature, including the force majeure and Acts of God, which affect or may affect
any of the Trust Assets' investments, especially with respect to the funds
deposited in the Trust Accounts. Thus, the above-mentioned results and/or
consequences shall be sole and exclusively borne by the corresponding funds, and
if applicable, by the Trust Assets, being in detriment of the Holders and/or the
Settlor, to whoever said funds may ultimately belong pursuant to what is
provided for in this Contract. The amounts deposited in the Withholding Account
shall be kept by the Trustee as demand-deposits which shall be paid at the usual
market values for ABN AMRO Bank's customers, Branch of Argentina. It is hereby
agreed that the Trustee's obligations pursuant to this Contract with respect to
the funds deposited in the Trust Accounts shall begin as from their effective
crediting on the respective accounts by the Administrator or whoever may
correspond. SECTION TWENTY- FOURTH. INDEMNIFICATION FOR THE TRUSTEE (a) The
Settlor and the Holders shall waive the right to claim from the Trustee, its

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officers, directors, employees and/or its agents (any of such Individuals, an
"Indemnitee"), any indemnification and/or compensation resulting from any
damage/or claim related to the exercise by this Indemnitee, unless fault or
negligence by the latter qualified as such by a final judicial judgment ordered
by a competent court, of its rights, functions and activities pursuant to this
Contract, and/or related to the acts, procedures and/or transactions described
and/or related to this Contract. Furthermore, the Settlor and the Holders shall
unconditionally, totally and irrevocably waive the right to claim from the
Indemnitee any indemnification and/or compensation resulting from any damage
and/or claim with respect to the exercise of or failure to comply by the
Administrator and/or Auditors and/or other agents and/or the Settlor itself (in
the case of the Holders), with its rights, obligations, commitments, functions
and activities hereunder and/or pursuant to the Administration Contract and/or
other supplementary documents and/or the acts, procedures, and/or transactions
specified and/or related to this Contract, and/or the Administration Contract
and/or other supplementary documents. This waiver is an essential condition to
this Contract for the Trustee to hire, and it shall be deemed as an integral
part of the terms and conditions of the Securities. Therefore, the Holders, by
their sole subscription and/or its assignees and successors, by their subsequent
acquisition shall be subject to the terms of this waiver. (b) The Indemnitees
shall be indemnified and hold harmless by the Settlor, in an unconditional,
total and irrevocable way, with respect to any damage and/or claim (including
commissions, fees and reasonable expenses of legal counsels) that any of said
Indemnitee suffers or may suffer as the result of, on occasion that and/or due
to (i) the compliance by said Indemnitee with its rights, activities, functions
and/or acts and/or transactions specified and/or related to this Contract,
and/or the acts and/or transactions specified and/or related to this Contract
(including those resulting from proceeding pursuant to the irrevocable power of
attorney granted to the Trustee's favor under Section Fifth, and following the
instructions specified therein, as well as the failure to comply with its
functions, non-acceptance of the office, or lack of notice in due time and form
by the Notice Agent), and/or (ii) the lack of delivery in due time and form to
such Indemnitee or, if applicable, to any

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Governmental Authority, of the information that the Settlor and/or Auditors
and/or any other agent or third-party must submit hereunder, (iii) the
occurrence of any error, omission, or misrepresentation in the information
submitted to said Indemnitee or, if applicable, to any Governmental Authority,
pursuant to this Contract, by the Administrator and/or the Settlor and/or the
Auditors and/or any other agent or third party and/or (iv) any claim in terms of
the principal, compensatory interests, penalty interests, fines and/or any other
specified penalty established by any governmental authority during the term of
lapsing of a legal right applicable in relation to the assessment or collection
of any of the Taxes on the Financial Trust, in any of the cases of items (i),
(ii), (iii) or (iv), unless fault or negligence by such Indemnitee qualified as
such by a final judicial judgment ordered by a competent court. To such
purposes, the Trustee by its own account or on the account of the Indemnitee,
may collect the amounts corresponding to the Trust Property, including the funds
deposited in the Trust Accounts and/or through the sell-off of the Trust Assets.
The duties of the Settlor under this Section will remain in force until the
lapsing of the legal right to sue the Indemnitee. (c) The Trustee, by its own
account or on the account of the Indemnitee, shall immediately notify the
Settlor, of any responsibility, damage and/or claim, present or potential, in
accordance with this Section, and shall furnish the Settlor, as soon as
possible, with all the information and a certified copy of all the documentation
in the hands of the Trustee in relation to the event provided for in this
Section which might have entitled the involved Indemnitee to be indemnified by
the Settlor pursuant to this Section, and the cooperation that the Settlor may
reasonably request from the Trustee. (d) In the event that, at any time, any
commitment, waiver, obligation or indemnification duty hereunder were declared
inefficient, null, invalid or unenforceable in any way, this shall constitute
Reasonable Cause for the Trustee to resign. Such commitments, waivers,
obligations and duties of indemnification shall remain effective in favor of the
Trustee for as long as the term of legal limitation of the rights and actions on
which a claim to the Trustee may be based on.(e) The Holders, as regards the
commitments, waivers, obligations and duties of indemnification undertaken
hereunder, hereby expressly agree and state that such commitments, waivers,
obligations and duties of indemnifications in

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favor of the Indemnitee, especially the waiver made under the above- mentioned
item (a) and the indemnification agreed upon in the above-mentioned item (b),
shall include not also the events of waiver and indemnification mentioned
therein, but also any damage and/or claim (including commissions, fees and
reasonable expenses of legal counsels) that such Indemnitee suffers or may
suffer resulting from, on the event that and/or due to an inquiry, claim,
procedure or any fact or act by a third-party and/or Governmental Authority
related to the impugnment, objection, nullity, invalidity, ineffectiveness or
unforceability of any of the terms and conditions of the Securities and/or the
issuance structure (as a whole the "Structure"), considering that the Structure
has been agreed and negotiated between the Subscribers and the Settlor without
the Trustee's participation. SECTION TWENTY-FIFTH. RESIGNATION AND REMOVAL OF
THE TRUSTEE. (a) The Trustee may, at any time, through a written notice sent to
the Settlor within sixty (60) running days in advance, resign and be discharged
from its obligations and responsibilities stipulated hereunder. Said resignation
shall not imply the Trustee's discharge from the acts or omissions performed or
incurred with its fault or negligence qualified as such by a final judicial
judgment ordered by a competent court during the performance of its functions.
Once the term of sixty (60) running days has elapsed and: (i) the appointment of
a substitute financial trustee as set forth in item c) herein replacing the
Trustee ("the Substitute Trustee"), (ii) the acceptance of such appointment by
such Substitute Trustee, and (iii) the transfer of the Trust Assets to the trust
accounts pursuant to the written instructions by the Substitute Trustee have not
occurred, the effects of said resignation shall become effective and therefore,
the Trustee shall be entitled to judicially deposit the Trust Assets, this being
discharged in this way from its responsibilities with respect to such assets
hereunder and/or to request a competent judge to appoint a successor financial
trustee. Except that the Trustee resigns due to a Reasonable Cause, it shall pay
all the reasonable expenses and costs incurred with relation to its resignation,
as well as with the appointment of the Substitute Trustee, including all
expenses and taxes that must be incurred to the effects of recording the
transfer of Loans already registered under the Trustee's name in all and every

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of the corresponding registries. Exception to the above-mentioned paragraph is
the fact that said resignation had arisen from Banco de Galicia's failure to
comply with its obligations under this Contract or that a legal impossibility
arises which prevents the Trustee from continuing acting in such capacity
hereunder or that affects its capacity to act as such, which case shall be
evidenced by the written opinion of a well-known law firm, in which event said
expenses and taxes shall be exclusively borne by the Settlor. (b) The Trustee
may be removed from its office by the Senior Participating Certificates' Holders
representing at least 51% of the outstanding Securities, at the Meeting of
Holders in view of the failure to comply with its obligations, its material
obligations under this Contract. The Trustee may not be removed from its office
by the Settlor, which hereby irrevocably waives its right to remove the Trustee
from its office set forth in item a) of Section 9 of Act 24,441. Such removal
shall have effect provided the Substitute Trustee has been appointed, such
appointment has been accepted by the Substitute Trustee, and all the Trust
Assets have been transferred and are under the Substitute Trustee's name under
the terms and scope determined in the above-mentioned meeting. The Trustee shall
pay all the reasonable expenses and costs related to the Trustee's removal, as
well as to the appointment of a Substitute Trustee and the expenses and taxes
incurred in registering the transfer of the Loans into all and every
corresponding registries. The trustee may also be removed at any time with no
cause whatsoever, thus paying said Trustee an indemnification equal to three (3)
times its annual commission. (c) The appointment of the Substitute Trustee shall
correspond to the Senior Participating Certificates' Holders at a Meeting of
Holders, thus the Trustee shall proceed to immediately call said Meeting once it
has notified its resignation. It is hereby agreed that the Meeting of Senior
Participating Certificates' Holders where the Trustee's removal is decided shall
also appoint the Substitute Trustee. In the event no Substitute Trustee has been
appointed within 60 running days as from the Trustee's date of resignation or
removal, the Trustee or any Holder may request from any competent court to
appoint a Substitute Trustee in order to perform these activities until the
above-mentioned Meeting of Holders appoints another Substitute Trustee. Any
Substitute Trustee so appointed by a court shall be

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immediately replaced as soon as said other Substitute Trustee is appointed. (f)
Any Substitute Trustee appointed hereunder shall be entitled to all rights,
powers and shall have all the obligations of the Trustee hereunder, as from its
acceptance, the Substitute Trustee shall be treated in the same way, with the
same scope and consequences than the Trustee. (g) Any submission for the
registration of the instrument appointing a Substitute Trustee or under which
the Trust Property is transferred to the Substitute Trustee, if necessary, shall
be made by the Settlor and its cost shall be borne by whoever corresponds
pursuant to what is provided for in this Section Twenty-Fifth. The Trustee's
resignation and the instrument(s) through which the latter is being removed,
together with the other relevant instruments and documents, if necessary, shall
be immediately registered, recorded and submitted by the Settlor to the
corresponding controlling authority and to all the bodies before which this
Contract must be registered, recorded and submitted. (h) Any substitute Trustee
under this Contract shall meet all necessary conditions to act as financial
trustee of financial trusts pursuant to the provisions of the Argentine laws.
(i) Any entity by which the Trustee is absorbed, any entity resulting from the
merger of the Trustee and another entity or any entity which becomes the
successor of the activities of the Trustee as financial trustee, shall be the
successor of the Trustee, and the granting or presentation of any document shall
not be necessary nor the performance of any additional act, provided that such
entity is qualified to act as financial trustee of financial trusts pursuant to
the provisions set forth by the Argentine law. SECTION TWENTY-SIXTH. PUBLIC
OFFERING AND LISTING. All the parties hereto, including the Trustee, the
Subscribers and the Holders, irrevocably grant in favor of the Settlor the right
to choose for obtaining, at any time, the authorization for the public offering
and listing of the Securities issued by this Financial Trust, as well as the
debt securities, participating certificates, negotiable instruments or any other
securities replacing, in whole or in part, the Securities issued under this
Contract (the "Public Offering Authorization"). It is hereby expressly agreed
among the parties hereto that the exercise of this option right by the Settlor
shall be subject to the fact such securities' structure as well as all the
documentation related to the Public Offering Authorization are

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satisfactory to the Trustee and the Senior Participating Certificates'Holders,
at their own discretion, especially with respect to the legal regulatory and
taxing aspects of the Securities and of the Public Offering Authorization. To
such purposes, the parties hereto, including the Trustee, the Subscribers and
the Holders, commit themselves to provide all the cooperation that the Settlor
may reasonably require, thus they shall subscribe all the documentation that the
Settlor may reasonably require, and which results to be necessary to enter into
and/or to submit to self-regulated markets, authorities or stock exchanges. The
Settlor shall be responsible for the information submitted in any prospectus
prepared with respect to such public offering and listing authorization of the
Securities issued under this Financial Trust, as well as for the payment of the
expenses, rights and taxes incurred in obtaining such public offering and
listing authorization. It is hereby expressly established that the
responsibility for the information to be included into the prospectus to be
submitted for said public offering shall exclusively correspond to the Settlor,
and it shall be stated this way in said prospectus. Any Holder shall not be
obligated to accept any securities that are issued in replacement of the
Securities, or to sell or tender the Securities for their sale, or those issued
in their replacement. SECTION TWENTY-SEVENTH. TERMINATION AND LIQUIDATION. (a)
This Financial Trust shall terminate: (i) if the legal term of twenty (20) years
of its constitution expires; (ii) due to the extinguishment or insufficiency of
the Financial Trust's equity; (iii) Should an Event of Advance Settlement occur,
and after so determined in writing, through a notice sent to the Trustee by the
Senior Participating Certificates' Holders representing a Majority Interest. (b)
In the event of termination of the Financial Trust under the previous paragraph,
except for the case considered in item (a) (ii) herein, the remaining Trust
Property shall be liquidated, if any, through the assignment of said Trust
Property to be carried out according to the following methods, at the discretion
of the Senior Participating Certificates' Holders: (i) Through direct
negotiation with the interested parties, for the amount resulting from
discounting the Amount of the Loans and Mortgage Bonds at a discount rate
applicable to the Securities. In the case of Replaceable Trust Property on
Default, for the discount calculation, it shall be

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considered as probable collection date that one determined by the Auditors; or
(b) by private auction or bidding, to the highest bidder. The proceeds obtained
in the above-mentioned assignments shall be transferred to the Senior
Participating Certificates'Holders as payment of any due and unpaid Dividend and
the remaining amount as Distributions. Should there be any surplus, it shall be
transferred to the Subordinated Participating Certificates'Holders. In no event,
it shall be construed that the Trustee has the obligation to determine any
payment in arrears, the price, the discount rate or the way of liquidation of
the remaining Trust Property. It shall not be its obligation either to determine
any applicable procedures to the final private auction or bidding, thus leaving
those issues to the Meeting of Senior Participating Certificates' Holders.
SECTION TWENTY-EIGHTH Severability. Each section or provision of this Contract
shall be deemed independent and separate and, should a competent court decide
that any of the section or provision hereof is unenforceable, said section or
provision shall be automatically amended and construed in order to be valid,
operative and enforceable with the maximum extent allowed by the regulations in
force; should no amendment be permitted, said provision or section shall be
excluded from this Contract and the remaining sections and provisions shall
remain in full force and effect. SECTION TWENTY-NINTH. APPLICABLE LAW,
JURISDICTION, DOMICILES AND NOTICES. (a) Senior and Subordinated Participating
Certificates as well as their holders' rights and obligations shall be governed
by the applicable laws of the Republic of Argentina. (b) As regards any legal
action or proceeding that may arise by virtue of or with relation to the Senior
and Subordinated Participating Certificates, the Trustee and the Holders shall
irrevocably submit to the Arbitration Court of the Stock Exchange of the City of
Buenos Aires, in accordance with the procedure set forth by the regulations of
said Arbitration Court. (d) Notices or communications to the Holders and between
the parties hereto shall be sent to the domicile stated in the Securities
Registry in the case of the Holders, and, in the case of the Settlor and
Trustee, they shall be sent to the domiciles stated in the heading of this
public deed. The Holders, the Settlor and the Trustee constitute domicile for
all the purposes related to this Contract in the places mentioned above.

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The notices shall be considered valid if served in writing, either by
handwritten note, certified mail or telegram. AFTER THE APPEARING PARTIES WERE
FULLY INFORMED OF THIS DEED, they expressed their consent and acceptance thereto
since it has been drawn up according to what has been agreed upon. ONCE THE DEED
HAS BEEN READ, they ratified and signed it before me, which I attest. JORGE
ALBERTO GILLIGAN. RAMON ALBERTO PAZ. JOSE ALFREDO SANCHEZ. JUAN JOSE ALDAZABAL.
GERARDO ALBERTO GALMES. CARLOS COHEN. DELFIN JORGE EZEQUIEL CARBALLO. JULIO
AUGUSTO MACCHI. NORBERTO DANTE ALEJANDRO MATHYS. CARLOS LORENZO MARTINEZ. MAURO
MAZZARELLI. GABRIEL DIEGO MARTINO. MARCELO LUIS DEGROSSI. CARLOS VILLAHOZ.
ADRIAN ALEJANDRO BRESSANI. HECTOR GUEDES. EMILIO CARLOS GONZALEZ MORENO. CLAUDIO
ALBERTO CESARIO. GABRIEL OMAR ALONSO. MARIO CESAR PARRADO. CESAR ALBERTO
BLAQUIER. JOSE CARLOS JAIME. HERNAN JAVIER GUTIERREZ. LUIS MARIANO SALAS. DANIEL
ANTONIO LLAMBIAS. LUIS MARIA RIBAYA. There follows a seal. Before me, ENRIQUE
FERNANDEZ MOUJAN. IT IS OF A LIKE NATURE to the original copy, transcribed
before me on folio number 1208, of Record number 284, in my charge, which I
attest. I do hereby issue this FIRST COPY typed on 35 Notarial Records, number
000. 843.320.*** to 000. 843.354.***, Series N, which I seal and sign in the
City of Buenos Aires, on the fifteenth day of the month of April of the year two
thousand and two for ABN AMRO BANK N.V. (BRANCH OF ARGENTINA).