Exhibit 2.3
 GRUPO FINANCIERO GALICIA S.A.
  THE BANK OF NEW YORK MELLON
 
 BANCO DE VALORES S.A.
  THE BANK OF NEW YORK (LUXEMBOURG) S.A.
  INDENTURE




---



##### 



PageARTICLE I GENERALS
    
    
    2SECTION 1.1. Definitions
    
    
    2SECTION 1.2. Agents
    
    
    8ARTICLE II NOTES
    
    
    10SECTION 2.1. Forms Generally
    
    
    10SECTION 2.2. Form of Trustees Certificate of Authentication
    
    
    11SECTION 2.3. Aggregate Amount
    
    
    11SECTION 2.4. Authentication and Delivery of Notes
    
    
    11SECTION 2.5. Execution of Notes
    
    
    12SECTION 2.6. Certificate of Authentication
    
    
    13SECTION 2.7. Denomination and Date of Notes; Payments
    
    
    13SECTION 2.8. Registration
    
    
    16SECTION 2.9. Mutilated, Defaced, Destroyed, Stolen and Lost Notes; Cancellation and Destruction of Notes; Liens
    
    
    21SECTION 2.10. Purchase and Cancellation
    
    
    22ARTICLE III [RESERVED]
    
    
    22ARTICLE IV REMEDIES
    
    
    22SECTION 4.1. Events of Default
    
    
    22SECTION 4.2. Collection of Indebtedness by Trustee
    
    
    23SECTION 4.3. Application of Proceeds
    
    
    24SECTION 4.4. Suits for Enforcement
    
    
    25SECTION 4.5. Restoration of Rights on Abandonment of Proceedings
    
    
    25SECTION 4.6. Limitations on Suits by Noteholders
    
    
    26SECTION 4.7. Unconditional Right of Noteholders to Institute Certain Suits
    
    
    26SECTION 4.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
    
    
    26SECTION 4.9. Control by Noteholders
    
    
    27SECTION 4.10. Waiver of Past Defaults
    
    
    27SECTION 4.11. Payments after a Default
    
    
    27ARTICLE V CONCERNING THE TRUSTEE
    
    
    28SECTION 5.1. Duties and Responsibilities of the Trustee
    
    
    28SECTION 5.2. Certain Rights of the Trustee
    
    
    29SECTION 5.3. Trustee Not Responsible for Disposition of Notes or Application of Proceeds Thereof
    
    
    30SECTION 5.4. Trustee and Agents May Hold Notes; Collections, etc.
    
    
    30
  ii




---



##### 



PageSECTION 5.5. Moneys Held by Trustee
    
    
    30SECTION 5.6. Compensation and Indemnification of Trustee and Its Prior Claim
    
    
    31SECTION 5.7. Right of Trustee to Rely on Officers Certificate, etc
    
    
    31SECTION 5.8. Persons Eligible for Appointment as Trustee
    
    
    31SECTION 5.9. Resignation and Removal; Appointment of Successor Trustee
    
    
    32SECTION 5.10. Acceptance of Appointment by Successor Trustee
    
    
    33SECTION 5.11. Merger, Conversion, Consolidation or Succession to Business of Trustee
    
    
    33SECTION 5.12. Notice of Events of Default
    
    
    34SECTION 5.13. Trustees Representative in Argentina and Argentine Paying Agent
    
    
    34SECTION 5.14. Application to Agents and Trustees Representative in Argentina
    
    
    35SECTION 5.15. Application to Trustee in all Capacities
    
    
    35ARTICLE VI CONCERNING THE SECURITYHOLDERS
    
    
    35SECTION 6.1. Evidence of Action Taken by Noteholders
    
    
    35SECTION 6.2. Proof of Execution of Instruments and of Holding of Notes; Record Date
    
    
    36SECTION 6.3. Holders to Be Treated as Owners
    
    
    36SECTION 6.4. Notes Owned by the Company Deemed Not Outstanding
    
    
    36SECTION 6.5. Right of Revocation of Action Taken
    
    
    37SECTION 6.6. Noteholders Meetings
    
    
    37ARTICLE VII SUPPLEMENTAL INDENTURES
    
    
    40SECTION 7.1. Supplemental Indentures without Consent of Noteholders
    
    
    40SECTION 7.2. Supplemental Indentures with Consent of Noteholders
    
    
    41SECTION 7.3. Effect of Supplemental Indenture
    
    
    42SECTION 7.4. Documents to Be Given to Trustee
    
    
    42SECTION 7.5. Notation on Notes in Respect of Supplemental Indentures
    
    
    42SECTION 7.6. Conformity with Negotiable Obligations Law
    
    
    42ARTICLE VIII [RESERVED]
    
    
    43ARTICLE IX SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS
    
    
    43SECTION 9.1. Satisfaction and Discharge of Indenture
    
    
    43SECTION 9.2. Application by Trustee of Funds Deposited for Payment of Notes
    
    
    43SECTION 9.3. Repayment of Moneys Held by Paying Agent
    
    
    44SECTION 9.4. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years
    
    
    44ARTICLE X REDEMPTION AND REPURCHASE OF NOTES
    
    
    44SECTION 10.1. Notice of Redemption; Partial Redemptions
    
    
    44SECTION 10.2. Payment of Notes Called for Redemption
    
    
    45SECTION 10.3. Exclusion of Certain Notes from Eligibility for Selection for Redemption
    
    
    46SECTION 10.4. Redemption at Maturity
    
    
    46SECTION 10.5. Redemption at the Option of the Company for Taxation Reasons
    
    
    46SECTION 10.6. Repurchases
    
    
    46
  iii




---



##### 



PageARTICLE XI [RESERVED]
    
    
    47ARTICLE XII MISCELLANEOUS
    
    
    47SECTION 12.1. Incorporators, Stockholders, Officers and Directors of the Company Exempt from Individual Liability
    
    
    47SECTION 12.2. Provisions of Indenture for the Sole Benefit of Parties and Noteholders
    
    
    47SECTION 12.3. Successors and Assigns of the Company Bound by Indenture
    
    
    47SECTION 12.4. Notices and Demands on the Company, Trustee and Noteholders
    
    
    47SECTION 12.5. Officers Certificates and Opinions of Counsel; Statements to Be Contained Therein
    
    
    49SECTION 12.6. Payments Due on Non-Business Days
    
    
    50SECTION 12.7. Governing Law; Consent to Jurisdiction; Waiver of Immunity; Currency Indemnity
    
    
    50SECTION 12.8. Counterparts
    
    
    52SECTION 12.9. Waiver of Jury Trial
    
    
    52SECTION 12.10. Effect of Headings
    
    
    52EXHIBITSEXHIBIT A-l  Form of Regulation S Series I Global NoteEXHIBIT A-2 Form of Regulation S Series II Global NoteEXHIBIT B-1 Form of Regulation S Transfer CertificateEXHIBIT B-2 Form of Regulation S Exchange CertificateEXHIBIT C Forms of TransferEXHIBIT D Forms of Notes Legend
  iv




---



##### 



Indenture Company sociedad anónima Trustee Registrar Paying Agent Paying Agents Transfer Agent Transfer Agents sociedad anónima Trustees Representative in Argentina Co-Registrar Argentine Paying Agent société anonyme Luxembourg Paying Agent Luxembourg Transfer Agent
 W I T N E S S E T H
 Program
 obligaciones negociables




---



##### 



ARTICLE I
 GENERALS
 Definitions
 Additional Amounts Exhibit A-1 Exhibit A-2
 Affiliate
 Agent Agents
 Agent Members
 Argentina
 Argentine Business Companies Law Ley de Sociedades Comerciales, Ley No. 19.550
 Argentine GAAP
 Argentine Paying Agent
 Authorized Person
  2




---



##### 



BASE Bolsa de Comercio de Buenos Aires
 BASEs Arbitral Tribunal El Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires
 Board of Directors Directorio Directorio
 Business Day
 Capital Stock
 Certificated Note
 Clearstream
 CNV Comisión Nacional de Valores
 Co-Registrar
 Common Depositary
 Company sociedad anónima
 Company Order
  3




---



##### 



Control
 Corporate Trust Office
 Date of Issuance
 Dealer
 Default Interest Exhibit A-1 Exhibit A-2
 Euroclear
 Event of Default
 Exchange Act
 Extraordinary Meetings
 Holder Holder of Notes Noteholder
 Indenture
 Legended Certificated Note
 Luxembourg Paying Agent
  4




---



##### 



Luxembourg Transfer Agent
 MAE Mercado Abierto Electrónico S.A.
 Negotiable Obligations Law Ley de Obligaciones Negociables No. 23.576
 Note Notes
 Notes Legend
 Officers Certificate
 Opinion of Counsel
 Ordinary Meetings
 Outstanding
 (i)
    
    Notes theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;
 (ii)
    
    Notes or portions thereof that have been called for redemption
in accordance with their terms or which have become due and payable at maturity
or otherwise and with respect to which monies sufficient to pay the principal
thereof and any premium, interest, Additional Amounts or other amount thereon
shall have been therefor deposited with the Trustee; providedthat if such
Notes are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor reasonably satisfactory to the
Trustee has been made by the Company; or
 (iii)
    
    Notes in exchange for or in lieu of which other Notes have
been authenticated and delivered pursuant to this Indenture, other than any
such Notes in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Notes are held by a protected purchaser in
whose hands the Notes are valid obligations of the Company.
  5




---



##### 



provided, however
 Paying Agent
 Payment Date Exhibit A-1 Exhibit A-2
 Person
 principal
 Program
 Register
 Registrar Registrar
 Regulation S
 Regulation S Exchange Certificate Exhibit B-2
 Regulation S Global Note
  6




---



##### 



Regulation S Transfer Certificate Exhibit B-1
 Responsible Officer
 Restricted Period
 Securities Act
 Series I Notes Exhibit
A-1
 Series II Notes Exhibit A-2
 Stated Maturity Exhibit A-1 Exhibit A-2
 Statutory Auditors Committee Comisión Fiscalizadora
 Subsidiary sociedad anónima
 Transfer Agent Transfer Agent
 Trustee Trustee
  7




---



##### 



Trustees Representative in Argentina
 United States
 Unlegended Certificate Note
 US$ US dollars
 Agents Agents Agent
      8




---



##### 



9




---



##### 



ARTICLE II
 NOTES
 Forms Generally Exhibit A-1 Exhibit A-2
     10




---



##### 



Form of Trustees Certificate of Authentication
  [],as TrusteeByAuthorized Signatory
 Aggregate Amount provided provided, further
 Authentication and Delivery of Notes
 (i)
    
    a Company Order requesting such authentication setting forth
instructions as to delivery (if the Notes are not to be delivered to the
Company) and completion of any terms not set forth in such Notes as executed by
the Company or setting forth procedures as to such completion and delivery;
 (ii)
    
    any resolutions of the Board of Directors and an Officers
Certificate, or, if applicable, in lieu of such resolutions and Officers
Certificate, an executed supplemental indenture referred to in Sections 2.1 and
2.3 by or pursuant to which the forms and terms of such Notes were established;
  11




---



##### 



(iii)
    
    to the extent the forms and terms of such Notes are determined
pursuant to (and are not set forth in) resolutions of the Board of Directors or
supplemental indentures pursuant to Sections 2.1 and 2.3, an Officers
Certificate, prepared in accordance with Section 12.5, either setting forth the
form or forms and terms of the Notes; and
 (iv)
    
    an Opinion of Counsel, prepared in accordance with
Section 12.5, which shall state (a) that the form or forms and terms of such
Notes have been or will, when established in compliance with procedures therein
described, be duly authorized and established in conformity with the provisions
of this Indenture; and (b) that such Notes, when authenticated and delivered by
the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with and subject to such matters as counsel may therein specify.
  Execution of Notes
   12




---



##### 



Certificate of Authentication
 Denomination and Date of Notes; Payments
  provided record date Exhibit A-1 Exhibit A-2 special record date
  13




---



##### 



14




---



##### 



15




---



##### 



Registration Register
    16




---



##### 



17




---



##### 



18




---



##### 



19




---



##### 



20




---



##### 



Agent Members
   Mutilated, Defaced, Destroyed, Stolen and Lost Notes; Cancellation and
Destruction of Notes; Liens
    21




---



##### 



Purchase and Cancellation provided
 ARTICLE III
 [RESERVED]
 ARTICLE IV
 REMEDIES
 Events of Default Exhibit A-1 Exhibit A-2
 Acceleration of Maturity; Rescission and Annulment Exhibit A-1 Exhibit A-2
   22




---



##### 



Exhibit A-1 Exhibit A-2
        Collection of Indebtedness by Trustee
  23




---



##### 



Application of Proceeds
  24




---



##### 



Suits for Enforcement
 Restoration of Rights on Abandonment of Proceedings
  25




---



##### 



Limitations on Suits by Noteholders
 Unconditional Right of Noteholders to Institute Certain Suits acción ejecutiva individual
 Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default
   26




---



##### 



Control by Noteholders provided
  Waiver of Past Defaults
  Payments after a Default provided
  27




---



##### 



ARTICLE V
 CONCERNING THE TRUSTEE
 Duties and Responsibilities of the Trustee
           28




---



##### 



Certain Rights of the Trustee
     provided
    29




---



##### 



Trustee Not Responsible for Disposition of Notes or Application of Proceeds
Thereof
 Trustee and Agents May Hold Notes; Collections, etc
 Moneys Held by Trustee
  30




---



##### 



Compensation and Indemnification of Trustee and Its Prior Claim
  Right of Trustee to Rely on Officers Certificate, etc
 Persons Eligible for Appointment as Trustee
  31




---



##### 



Resignation and Removal; Appointment of Successor Trustee
        32




---



##### 



Acceptance of Appointment by Successor Trustee
   Merger, Conversion, Consolidation or Succession to Business of Trustee provided
 provided
  33




---



##### 



Notice of Events of Default
 Trustees Representative in Argentina and Argentine Paying Agent
     34




---



##### 



Application to Agents and Trustees Representative in Argentina provided, however
 Application to Trustee in all Capacities
 ARTICLE VI
 CONCERNING THE SECURITYHOLDERS
 Evidence of Action Taken by Noteholders
  35




---



##### 



Proof of Execution of Instruments and of Holding of Notes; Record Date
 Holders to Be Treated as Owners
 Notes Owned by the Company Deemed Not Outstanding
  36




---



##### 



Right of Revocation of Action Taken
 Noteholders Meetings Boletín Oficial de la República Argentina
  37




---



##### 



Ordinary Meetings Extraordinary Meetings Boletín Oficial de la República Argentina
 provided
  38




---



##### 



39




---



##### 



ARTICLE VII
 SUPPLEMENTAL INDENTURES
 Supplemental Indentures without Consent of Noteholders
            40




---



##### 



Supplemental Indentures with Consent of Noteholders provided
    41




---



##### 



Effect of Supplemental Indenture
 Documents to Be Given to Trustee
 Notation on Notes in Respect of Supplemental Indentures
 Conformity with Negotiable Obligations Law
  42




---



##### 



ARTICLE VIII
 [RESERVED]
 ARTICLE IX
 SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS
 Satisfaction and Discharge of Indenture
 Application by Trustee of Funds Deposited for Payment of Notes
  43




---



##### 



Repayment of Moneys Held by Paying Agent
 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three
Years
 ARTICLE X
 REDEMPTION AND REPURCHASE OF NOTES
 Notice of Redemption; Partial Redemptions .
   44




---



##### 



Luxemburger Wort
   Payment of Notes Called for Redemption provided
  45




---



##### 



Exclusion of Certain Notes from Eligibility for Selection for
Redemption
 Redemption at Maturity
 Redemption at the Option of the Company for Taxation Reasons Exhibit A-1 Exhibit A-2
 Repurchases
  46




---



##### 



ARTICLE XI
 [RESERVED]
 ARTICLE XII
 MISCELLANEOUS
 Incorporators, Stockholders, Officers and Directors of the Company Exempt
from Individual Liability
 Provisions of Indenture for the Sole Benefit of Parties and
Noteholders provided
 Successors and Assigns of the Company Bound by Indenture
 Notices and Demands on the Company, Trustee and Noteholders
  47




---



##### 



Boletín de la Bolsa de Comercio de Buenos Aires Luxemburger Wort La Nación.
       48




---



##### 



Officers Certificates and Opinions of Counsel; Statements to Be Contained
Therein
      49




---



##### 



provided
 Payments Due on Non-Business Days
 Governing Law; Consent to Jurisdiction; Waiver of Immunity; Currency
Indemnity provided
  50




---



##### 



provided
  th
  51




---



##### 



judgment currency denomination currency
 Counterparts
 Waiver of Jury Trial
 Effect of Headings
  52




---



##### 



GRUPO FINANCIERO GALICIA S.A.By:
    
    /s/ Pedro A. RichardsName:
    
    Pedro A. RichardsTitle:
    
    Managing DirectorTHE BANK OF NEW YORK MELLON, as Trustee,Registrar, Paying Agent and Transfer AgentBy:
    
    /s/ William PotesName:
    
    William PotesTitle:
    
    Assistant Vice PresidentBANCO DE VALORES S.A., as Co-Registrar, TrusteesRepresentative in Argentina, Transfer Agent andArgentine Paying AgentBy:
    
    /s/ Jorge I. SaezName:
    
    Jorge I. SaezTitle:
    
    Attorney-in-FactTHE BANK OF NEW YORK (LUXEMBOURG) S.A., asLuxembourg Paying Agent and Luxembourg Transfer AgentBy:
    
    /s/ William PotesName:
    
    William PotesTitle:
    
    Assistant Vice President




---



##### 



EXHIBIT A-1
  REGULATION S GLOBAL NOTE
 
 GRUPO FINANCIERO GALICIA S.A.
 Comision Nacional de
Valores
 sociedad anónima
   Obligacion Negociable
  A1-1




---



##### 



CLASS I, SERIES I GLOBAL NOTE
 representing
US$34,404,395
Non-interest bearing Class I, Series I Notes due May 30, 2010
     A1-2




---



##### 



CLASS  SERIES  SPECIFIED CURRENCY Dollars  PRINCIPAL AMOUNT  ISSUE DATE  MATURITY DATE  INTEREST  OTHER TERMS AND CONDITIONS
 Company Maturity
Date Default Interest
  Regular Record Date
    A1-3




---



##### 



Dated:
    
    GRUPO FINANCIERO GALICIA S.A.By:Name:Title:
    
    DirectorBy:Name:Title:
    
    Syndic
  A1-4




---



##### 



CERTIFICATE OF AUTHENTICATION
  THE BANK OF NEW YORK MELLON,as TrusteeBy:Authorized Signatory
  A1-5




---



##### 



Series I Note Indenture Trustee Registrar Paying
Agent Paying Agents Transfer Agent Transfer Agents sociedad anónima Trustees Representative in Argentina Co-Registrar Argentine
Paying Agent société
anonyme Luxembourg Paying Agent Luxembourg Transfer Agent
 Section 1. General Terms of the Series I Notes
   Section 2. Transfer of Registered Series I Notes; Replacement
   A1-6




---



##### 



Register Holder
   Section 3. Ranking
 pari passu
 Section 4. Payments
   A1-7




---



##### 



Purchase of Dollars then
  A1-8




---



##### 



Section 5. Early Redemption Due to Tax Reasons
  Date of Issuance CNV
 Section 6. Covenants
  Payment of Principal, Additional Amounts, if any, and Interest
  Limitation on Consolidation, Merger, Sale or Conveyance of Assets
     A1-9




---



##### 



x y
 Change of Control
  Limitation on Liens
  Corporate Existence
  Compliance with Laws, Rules and Regulations
   A1-10




---



##### 



Insurance
  Notice of Default
  Ranking
 pari passu
 Listing
  Books and Records
   A1-11




---



##### 



Section 7. Additional Amounts
 Additional Amounts Ley de Impuesto a las Ganancias Ley No.
21,526 de Entidades Financieras Financial Institutions Act Ley de Impuesto sobre los Bienes Personales Administración Federal de Ingresos Públicos
 provided however
  A1-12




---



##### 



Section 8. Events of Default
 Event of Default
    acuerdo preventivo
extrajudicial
   then
   A1-13




---



##### 



Section 9. Paying Agent; Transfer Agents; Registrar
  Section 10. Notices
  Section 11. Governing Law
 Obligaciones Negociables
 Section 12. Consent to Service of Process; Jurisdiction
 provided
  A1-14




---



##### 



th
 judgment currency denomination currency
  A1-15




---



##### 



Section 13. Certain Definitions
 Applicable Exchange Rate https://mbrservices.net/emtatest/history.asp
 Business Day
 Change of Control
 Hedge Agreements
  A1-16




---



##### 



Indebtedness
 Lien
 Permitted Liens provided that provided further
  A1-17




---



##### 



Person
 Peso
 Restricted Period
 Significant Portion
 US$ US dollars
  A1-18




---



##### 



SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S SERIES I
GLOBAL NOTE *
  Principal amountAmount of decrease in
    
    
    Amount of increase in
    
    
    of this Regulation Sprincipal amount of
    
    
    principal amount of
    
    
    Global Note following
    
    
    Signature of authorizedthis Regulation S
    
    
    this Regulation S
    
    
    such decrease
    
    
    officer of Trustee orDate of Exchange
    
    
    Global Note
    
    
    Global Note
    
    
    (or increase)
    
    
    Common Depositary
 *
    
    This schedule should be included only if the Note is issued in global form.  A1-19




---



##### 



EXHIBIT A-2
  REGULATION S GLOBAL NOTE
 
 GRUPO FINANCIERO GALICIA S.A.
 Comision Nacional de Valores
 sociedad anónima
   Obligacion Negociable
  A2-1




---



##### 



CLASS I, SERIES II GLOBAL NOTE
 representing
US$10,595,605
12.5% Class I, Series II Notes due May 25, 2011
     A2-2




---



##### 



CLASS:  SERIES  SPECIFIED CURRENCY Dollars  PRINCIPAL AMOUNT  ISSUE DATE  MATURITY DATE  INTEREST  INTEREST PAYMENT DATES  OTHER TERMS AND CONDITIONS:
 Company Principal Amount Date of Issuance Maturity Date
 Interest Payment Date Payment Dates Default Interest
 Regular Record
Date
    A2-3




---



##### 



Dated:
    
    GRUPO FINANCIERO GALICIA S.A.By:Name:Title:
    
    DirectorBy:Name:Title:
    
    Syndic
  A2-4




---



##### 



CERTIFICATE OF AUTHENTICATION
  THE BANK OF NEW YORK MELLON,as TrusteeBy:Authorized Signatory
  A2-5




---



##### 



Series II
Notes Indenture Trustee Registrar Paying Agent Paying Agents Transfer
Agent Transfer Agents sociedad anónima Trustees Representative in Argentina Co-Registrar Argentine
Paying Agent société
anonyme Luxembourg Paying Agent Luxembourg Transfer Agent
 Section 1. General Terms of the Series II Notes
   Section 2. Transfer of Registered Series II Notes; Replacement
   A2-6




---



##### 



Register Holder
   Section 3. Ranking
 pari passu
 Section 4. Payments of Principal and Interest
   A2-7




---



##### 



Purchase of Dollars then
  A2-8




---



##### 



Section 5. Early Redemption Due to Tax Reasons
  CNV
 Section 6. Covenants
  Payment of Principal, Additional Amounts, if any, and Interest
  Limitation on Consolidation, Merger, Sale or Conveyance of Assets
    A2-9




---



##### 



x y
 Change of Control
  Limitation on Liens
  Corporate Existence
  Compliance with Laws, Rules and Regulations
   A2-10




---



##### 



Insurance
  Notice of Default
  Ranking
 pari passu
 Listing
  Books and Records
   A2-11




---



##### 



Section 7. Additional Amounts
 Additional
Amounts Ley de Impuesto a las Ganancias Ley No. 21,526 de Entidades Financieras Financial Institutions Act Ley de Impuesto sobre los Bienes Personales Administración Federal de Ingresos Públicos
 provided however
  A2-12




---



##### 



Section 8. Events of Default
 Event of Default
     acuerdo preventivo
extrajudicial
    A2-13




---



##### 



then
  Section 9. Paying Agent; Transfer Agents; Registrar
  Section 10. Notices
  Section 11. Governing Law
 Obligaciones Negociables
  A2-14




---



##### 



Section 12. Consent to Service of Process; Jurisdiction
 provided
  th
 judgment currency denomination currency
  A2-15




---



##### 



Section 13. Certain Definitions
 Applicable Exchange Rate https://mbrservices.net/emtatest/history.asp
 Business Day
 Change of Control
 Hedge Agreements
  A2-16




---



##### 



Indebtedness
 Lien
 Permitted Liens provided that provided further
  A2-17




---



##### 



Person
 Peso
 Restricted Period
 Significant Portion
 US$ US dollars
  A2-18




---



##### 



SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S SERIES II
GLOBAL NOTE *
  Principal amountAmount of decrease in
    
    
    Amount of increase in
    
    
    of this Regulation Sprincipal amount of
    
    
    principal amount of
    
    
    Global Note following
    
    
    Signature of authorizedthis Regulation S
    
    
    this Regulation S
    
    
    such decrease
    
    
    officer of Trustee orDate of Exchange
    
    
    Global Note
    
    
    Global Note
    
    
    (or increase)
    
    
    Common Depositary
 *
    
    This schedule should be included only if the Note is issued in global form.  A2-19




---



##### 



EXHIBIT B-1
  
 Trustee
 Re:
    
    Non-Interest bearing Class I, Series I Notes due May 30, 2010 /
12.5% Class I, Series II Notes due May 25, 2011 (the Notes) of Grupo
Financiero Galicia S.A. (the Company)
 Indenture Regulation S Securities Act
  [A] Transferor
 [B] Transferor
 [C] Transferor




---



##### 



D
 [D]
  *
 *
    
 */
    
    Insert one of these two provisions, which come
from the definition of offshore transaction in Regulation S.  2




---



##### 



Dated:
    
    
    
    
    
    [Insert Name of Transferor]By:Name:Title:
  Participant in a Recognized SignatureGuarantee Medallion Program
 By:Authorized Signatory
  3




---



##### 



EXHIBIT B-2
  
 Trustee
 Re:
    
    Non-Interest bearing Class I, Series I Notes due May 30, 2010 /
12.5% Class I, Series II Notes due May 25, 2011 (the Notes) of Grupo
Financiero Galicia S.A. (the Company)
 Indenture Regulation S Securities Act
  Holder
 Holder
 ****
 
 ****/
    
    May be used only after the Restricted Period.




---



##### 



Dated:
    
    
    
    
    
    [Insert Name of Holder or Beneficial Owner]By:Name:
Title:
  Participant in a Recognized SignatureGuarantee Medallion ProgramBy:Authorized Signatory
  2




---



##### 



EXHIBIT C
 
  (Please print or typewrite name and address including postal code of assignee)
   Signed:NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within instrument in every
particular, without alteration or enlargement or any change
whatsoever.




---



##### 



(Please print or typewrite name and address including postal zip code of assignee)
 Insert Taxpayer Identification No.:
   (check one)
 o
    
    This Note is being transferred pursuant to the exemption from
registration under the Securities Act of 1933, as amended (the
Securities Act) provided by Regulation S under the Securities Act
(Regulation S) and the address of the person in whose name this
Note is to be registered upon transfer is an address outside the
United States (as defined in Regulation S); or
 o
    
    This Note is being transferred to a Dealer or to the Company; or
 o
    
    This Note is being transferred pursuant to an exemption from
registration under the Securities Act other than as noted above,
and documents are being furnished to the Trustee which comply with
the conditions of transfer set forth in this Note and the
Indenture.
   Signed:NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within instrument in every
particular, without alteration or enlargement or any change
whatsoever.
  2




---



##### 



EXHIBIT D
  [PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN
REGULATION S (REGULATION S) UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES
ACT)), THIS TEMPORARY REGULATION S GLOBAL NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S).
 THE RIGHTS ATTACHING TO THIS TEMPORARY REGULATION S GLOBAL NOTE AND THE CONDITIONS AND
PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE ANY PAYMENT OF INTEREST HEREON.]
[FIRST TWO PARAGRAPHS OF THIS NOTES LEGEND TO BE INCLUDED ONLY DURING THE RESTRICTED
PERIOD].
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE SECURITIES ACT), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS
NOT A U.S. PERSON AND ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION PURSUANT TO RULE 903
OR 904 OF REGULATION S, (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (I) (A) IN AN OFFSHORE RESALE TRANSACTION COMPLYING WITH THE REQUIREMENTS OF
RULE 905 OF REGULATION S UNDER THE SECURITIES ACT, (B) PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (C) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT AND (II) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS AND
(III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS OFFSHORE
TRANSACTION, UNITED STATES, AND U.S. PERSONS HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.




---



##### 



THIS NOTE MAY BE TRANSFERRED ONLY IN PRINCIPAL AMOUNTS OF US $1 AND MULTIPLES OF US $1. IF
REQUESTED BY GRUPO FINANCIERO GALICIA S.A. OR BY ANY PLACEMENT AGENT SET FORTH IN THE
APPLICABLE OFFERING DOCUMENTS, THE TRANSFEREE AGREES TO PROVIDE THE INFORMATION NECESSARY TO
DETERMINE WHETHER THE TRANSFER OF THIS SECURITY IS PERMISSIBLE UNDER THE SECURITIES ACT.
THIS NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO
MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO
REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN
PRACTICES RELATED TO THE RESALE OR TRANSFER OF RESTRICTED NOTES GENERALLY. BY THE
ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF SHALL BE DEEMED TO HAVE AGREED TO ANY SUCH
AMENDMENT OR SUPPLEMENT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.