Marval, O?Farrell & Mairal advised ABN AMRO

On October 27, 2003, ABN AMRO Bank N.V., Argentine Branch (?ABN AMRO?), in its capacity as financial trustee of the BGN Trust, transferred its approximately 93% stake in Nuevo Banco de Santa Fe S.A. (?NBSF?) to Banco de San Juan S.A. (?BSJ?), and BSJ paid the remanent of the price (113,000,000 Pesos). The total price for the shares was Pesos 133,000,000, of which Pesos 20,000,000 were paid with the execution of the share purchase agreement.

The transaction relates back to May 22, 2003, when ABN AMRO and BSJ entered into a share purchase agreement for the sale of ABN AMRO´s (as trustee) stake in NBSF. The agreement had been executed ad referendum of the Central Bank of the Republic of Argentina (?BCRA?), the government of Santa Fe province and the antitrust authorities of Argentina.

On July 11, 2003, the National Antitrust Commission (Comisión Nacional de Defensa de la Competencia) issued Resolution Nr. 16 approving the transfer of NBSF´s shares to BSJ.

On September 17, 2003, the BCRA issued Resolution Nr. 373/03 approving the transfer subject to three conditions to be performed by BSJ. Among them was a requirement by BSJ to issue subordinated debt. Last October 27, the BCRA certified that the conditions established by Resolution Nr. 373/03 were met.

NBSF, a privatized former provincial bank, is the leading bank in the province of Santa Fe. Its most important client is the government of the province of Santa Fe, which has an agreement with the bank for the provision of services.

Banco General de Negocios S.A. (?BGN?) was restructured in April 2002 through a specific legal procedure for the exclusion of assets and liabilities provided by Section 35 bis of the Argentine Financial Institutions Law No. 21,526. The BGN Trust was established for the assignment of the fiduciary property of certain assets of BGN to ABN AMRO, as trustee, by BGN, as settlor. The assets transferred to ABN AMRO included the controlling shares of NBSF.

BSJ?s offer turned out to be the highest offer in a competitive bid, almost doubling that of the second offeree in rank. Banco Banex S.A., La Caja de Ahorro y Seguro S.A. and Banco Comafi S.A. and Banco Bansud S.A. ?in a joint offer- also submitted offers for acquiring control of NBSF.

BSJ arose from the privatization of the province of San Juan?s provincial bank and also controls Banco de Santa Cruz S.A., another privatized former provincial bank.

Marval, O?Farrell & Mairal assisted ABN AMRO with a team led by partner Roberto E. Silva, Jr. and associates Luciana G. Calia and Horacio T. Liendo III.

Attorneys Hernán J. Gutiérrez (Managing Director) and L. Mariano Salas (Senior Trust Officer) managed the deal for ABN AMRO.

Estudio Jassan & Asociados provided legal assistance to Banco de San Juan S.A. with a team led by partner Elías Jassan. Banco de San Juan´s in house accountant Ignacio C. Morán was also actively involved in the legal aspects of this transaction.