Underwriting Agreement

_____ __, 2006

UBS Securities LLC
Raymond James & Associates, Inc.
      as Managing Underwriters
c/o UBS Securities LLC
299 Park Avenue
New York, New York 10171-0026

Ladies and Gentlemen:

          Banco Macro Bansud S.A., a corporation organized under the laws of Argentina (the Bank), proposes to issue and sell, and certain shareholders of the Bank named in Schedule B annexed hereto (the Selling Shareholders), propose to sell, to the international underwriters named in Schedule A annexed hereto (the Underwriters), for whom you are acting as representatives, an aggregate of ___(the Firm Shares) Class B shares, Ps.1 par value per share (the Class B Shares), of the Bank, directly or in the form of American Depositary Shares (ADSs), each representing the right to receive ten Class B Shares, of which ___of the Firm Shares are to be issued and sold by the Bank and ___of the Firm Shares are to be sold by the Selling Shareholders. In addition, solely for the purpose of covering over-allotments, the Selling Shareholders propose to grant to the Underwriters the option to purchase from the Selling Shareholders up to an additional ___Class B Shares (the Additional Shares), directly or in the form of ADSs. The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the Shares. The Shares and the ADSs are described in the Prospectus which is referred to below.

          The ADSs will be issued in accordance with a deposit agreement (the Deposit Agreement), to be dated no later than closing, among the Bank, The Bank of New York, as depositary (in such capacity, the Depositary), and all owners and holders from time to time of American Depositary Receipts (ADRs) issued thereunder and evidencing ADSs.

          The Bank has prepared and filed, in accordance with the provisions of the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the Act), with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form F-1 (File No. 333-___) under the Act, including a prospectus, relating to the Shares and the ADSs. Except where the context otherwise requires, Registration Statement, as used herein, means the registration statement, as amended at the time of such registration statements effectiveness for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the Effective Time), including (i) all documents filed as a part thereof, (ii) any information contained in a prospectus filed with the SEC pursuant to Rule 424(b) under the Act and deemed, pursuant to Rule 430A or Rule 430C under the Act, to be part of the registration statement at the Effective Time, and (iii) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Act. The Bank has furnished to you, for use by the Underwriters and by dealers in connection with the offering of the Shares and ADSs, copies of one or more preliminary prospectuses relating to the Shares and ADSs. Except where the context otherwise requires, Preliminary Prospectus, as used herein, means each such preliminary prospectus, in the form so furnished.

Except where the context otherwise requires, Prospectus, as used herein, means the prospectus filed by the Bank with the SEC pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), or, if no such filing is required, the final prospectus included in the Registration Statement at the time it became effective under the Act, in each case in the form furnished by the Bank to you for use by the Underwriters and by dealers in connection with the offering of the Shares and ADSs. Permitted Free Writing Prospectuses, as used herein, means the documents listed on Schedule C annexed hereto and each road show (as defined in Rule 433 under the Act), if any, related to the offering of the Shares and the ADSs contemplated hereby that is a written communication (as defined in Rule 405 under the Act) (each such road show, a Road Show). Disclosure Package, as used herein, means any Preliminary Prospectus together with any combination of one or more of the Permitted Free Writing Prospectuses, if any.

          As used in this Agreement, business day shall mean a day on which both the New York Stock Exchange (the NYSE) and the Bolsa de Comercio de Buenos Aires (the BASE) are open for trading. The terms herein, hereof, hereto, hereunder, hereby, hereinafter and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement.

          A registration statement on Form F-6 (File No. 333-___), for the registration of the ADSs under the Act, has also been filed with the SEC. The registration statement on Form F-6, as amended at the time it becomes effective (including by the filing of any post-effective amendments thereto, if applicable) is herein called the ADS Registration Statement.

          The Bank has prepared and filed, in accordance with Section 12 of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act), a registration statement (as may be amended prior to the time of execution of this Agreement, the Exchange Act Registration Statement) on Form 8-A (File No. ___) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the class of securities consisting of the ADSs.

          It is understood that, in order to complete the proposed capital increase in accordance with Argentine law, the Bank has launched and will consummate a preemptive rights and accretion rights offer to its existing shareholders as described in the Registration Statement, each Preliminary Prospectus and the Prospectus (the Preferential Subscription). In order for the Underwriters to acquire the Firm Shares being issued and sold by the Bank hereunder, (i) the Selling Shareholders have, pursuant to the Acuerdo de Cesin de Derechos de Preferencia, attached hereto as Annex A (the Preemptive Rights Assignment Agreement), assigned to the Underwriters (the Preemptive Rights Assignment) all their preemptive rights to acquire Class B Shares pursuant to the Preferential Subscription, representing [63]% of the Banks proposed capital increase (the Selling Shareholders Preemptive Rights), and (ii) the Underwriters shall, subject to the terms and conditions set forth herein, exercise such preemptive rights (the Preemptive Rights Exercise) pursuant to the Contrato de Subscripcin in the form attached hereto as Annex B (the Preemptive Rights Exercise Agreement). In no case, however, shall the Underwriters exercise any related accretion rights. Additionally, in order to ensure that the Bank sells all Class B Shares offered to the minority shareholders in the Preferential Subscription, the Selling Shareholders have, subject to the terms and conditions set forth in the Acuerdo de Compra Condicional, attached hereto as Annex C (the Standby Subscription Agreement), agreed to purchase from the Bank any such shares offered but not otherwise sold to the minority shareholders pursuant to the Preferential Subscription (the

Standby Subscription Obligation). The Preferential Subscription, the Preemptive Rights Assignment, the Preemptive Rights Exercise and the Standby Subscription Obligation are collectively referred to herein as the Preferential Subscription Transactions, and the Preemptive Rights Assignment Agreement, the Preemptive Rights Exercise Agreement and the Standby Subscription Agreement are collectively referred to herein as the Preferential Subscription Documents.

          In order to ensure satisfaction of the Standby Subscription Obligation, the Selling Shareholders will enter into an escrow agreement in form and substance reasonably satisfactory to you (the Escrow Agreement), and the Selling Shareholders will direct the deposit in an escrow account (the Escrow Account) with The Bank of New York, as escrow agent (in such capacity, the Escrow Agent), by the Underwriters of the purchase price (net of underwriters commissions) for the Firm Shares sold by the Selling Shareholders hereunder (the Escrowed Funds). The Escrow Agreement shall provide that the Escrowed Funds shall only be released and paid out pursuant to the terms of the Escrow Agreement.

          It is further understood that the Bank and the Selling Shareholders are concurrently entering into an Argentine underwriting agreement, dated the date hereof (the Argentine Underwriting Agreement), with Raymond James Argentina Sociedad de Bolsa S.A. and any other Argentine underwriters that may accede to the Argentine Underwriting Agreement (the Argentine Underwriters), providing for the sale by the Bank and the Selling Shareholders through arrangements with the Argentine Underwriters of ___Class B Shares (the Argentine Shares).

          To provide for the coordination of their activities, the Underwriters and the Argentine Underwriters have entered into an agreement among themselves (the Intersyndicate Agreement). Pursuant to the Intersyndicate Agreement, UBS Securities LLC (UBS) and Raymond James & Associates, Inc. (RJ) are the managing underwriters (the Managing Underwriters) and representatives of the Underwriters. The Bank and the Selling Shareholders hereby acknowledge the position of the Managing Underwriters.

          The closing under this Agreement is hereby expressly made conditional upon the closing under the Argentine Underwriting Agreement and each such closing shall be deemed to occur simultaneously.

          The Bank and the Selling Shareholders hereby acknowledge that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Shares and ADSs. The Bank further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arms length basis and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Bank, its management, shareholders, creditors, the Selling Shareholders or any other person in connection with any activity that the Underwriters may undertake or has undertaken in furtherance of the purchase and sale of the Shares and ADSs, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Bank and the Selling Shareholders, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Bank and the Selling Shareholders hereby confirm their understanding and agreement to that effect. The Bank, the Selling Shareholders and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views expressed by the Underwriters to the Bank or the Selling Shareholders regarding

          The Bank, the Selling Shareholders and the Underwriters further agree as follows:

1. Sale and Purchase. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Bank agrees to issue and sell, and each Selling Shareholder agrees to sell, in each case severally and not jointly, to the Underwriters the respective number of Firm Shares set forth in Schedule B hereto opposite its name, and each of the Underwriters, severally and not jointly, agrees to purchase from the Bank and the Selling Shareholders the respective number of such Firm Shares (subject to such adjustment as UBS and RJ may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of US$  per Share. A commission of US$  per Share (the Commission) shall be deducted from such purchase price as set forth herein.

          The Bank, the Selling Shareholders and the Underwriters agree that, to the extent that the Selling Shareholders are required to purchase Class B Shares pursuant to the Standby Subscription Agreement, any Commission paid by the Selling Shareholders in respect of Shares sold hereunder, the proceeds of which are used to purchase such Class B Shares in accordance with the Escrow Agreement, shall be deemed to have been paid by the Bank.

          The Bank is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine.

          To effectuate the sale and purchase of the Firm Shares to be issued and sold by the Bank hereunder to the Underwriters, the Underwriters shall, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, exercise, at the time of purchase, the Assigned Preemptive Rights by executing with the Bank the Preemptive Rights Exercise Agreement.

          In addition, each Selling Shareholder, severally and not jointly, hereby grant to the several Underwriters the option (the Over-Allotment Option) to purchase, and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Shareholders, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share (less the same Commission) to be paid by the Underwriters to the Bank and the Selling Shareholders for the Firm Shares. This option may be exercised by UBS and RJ on behalf of the several Underwriters at any time and from time to time on or before the 30th day following the date hereof by written

notice to the Selling Shareholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time when such Additional Shares are to be delivered (any such date and time being herein referred to as an additional time of purchase); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto (subject to adjustment in accordance with Section 11 hereof) bears to the total number of Firm Shares (subject to such adjustment as UBS and RJ may determine solely to eliminate fractional shares). Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from each Selling Shareholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased pursuant to such exercise as the number of Additional Shares set forth in Schedule B hereto opposite its name bears to ___, subject, in each case, to such adjustment as UBS and RJ may determine solely to eliminate fractional shares.

          Pursuant to a power of attorney attached hereto as Annex D (the Power of Attorney) granted by the Selling Shareholders and their spouses, ___and ___ shall act as representatives of the Selling Shareholders. The foregoing representatives (the Representatives of the Selling Shareholders) are authorized, on behalf of the Selling Shareholders, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by the Selling Shareholders, the Preemptive Rights Assignment by the Selling Shareholders with respect to the Firm Shares to be sold hereunder by the Bank and any purchase Class B Shares under the Standby Subscription Obligation by the Selling Shareholders, to receive and provide notices on behalf of the Selling Shareholders and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

2. Payment and Delivery. Payment of the purchase price less the Commission for (i) the Firm Shares sold by the Bank hereunder shall be made by Federal Funds wire transfer to an account specified by the Bank to UBS and RJ and (ii) the Firm Shares sold by the Selling Shareholders hereunder shall be made by Federal Funds wire transfer to (a) the Escrow Account, in the case of amounts that may be necessary for the purchase of Class B Shares pursuant to the Standby Subscription Agreement and (b) with respect to any remaining amounts, to accounts designated by the Selling Shareholders; in each case against delivery of the Firm Shares, or the ADRs evidencing the ADSs representing such Shares, to you through the facilities of The Depository Trust Bank (DTC) (or the Caja de Valores S.A. (the Caja de Valores) in the case of Firm Shares) for the respective accounts of the Underwriters. Such payment shall be made at 10:00 A.M., New York City time, on ___, 2006 (unless another time shall be agreed to by you and the Bank and the Representatives of the Selling Shareholders or unless postponed in accordance with the provisions of Section 11 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called the time of purchase. Electronic transfer of the Firm Shares, or ADRs evidencing the ADSs representing such Shares, shall be made to you at the time of purchase in such names and in such denominations as you shall specify.

          Payment of the purchase price for the Additional Shares (after deducting the Commission) shall be made at the additional time of purchase by Federal Funds wire transfer to accounts specified by the Selling Shareholders to UBS and RJ in the same manner and at the same

office as the payment for the Firm Shares. Electronic transfer of Additional Shares, or the ADRs evidencing the ADSs representing such Shares, shall be made to you at the time of purchase of such Additional Shares in such names and in such denominations as you shall specify.

          Deliveries of the documents described in Section 9 hereof with respect to the purchase of the Shares shall be made at the offices of Simpson Thacher & Bartlett LLP at 425 Lexington Avenue, New York, New York 10017, at 9:00 A.M., New York City time, on the date of the closing of the purchase of the Firm Shares or the Additional Shares, as the case may be.