Edgar Filing: BBVA BANCO FRANCES SA

BBVA French Bank S.A.

Date: May 17, 2010

/s/ Martín E. Zarich

Martín E. Zarich

Chief Financial Officer

Form 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May, 2010

Commission File Number: 001-12568

BBVA FRENCH BANK S.A.

(Translation of registrant’s name into English)

Reconquista 199, 1006

Buenos Aires, Argentina

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

BBVA French Bank S.A.

TABLE OF CONTENTS


Item

1.		Financial Statements as of March 31, 2010 together with Independent Auditors’ Limited Review Report

LOGO

FINANCIAL STATEMENTS AS OF

MARCH 31, 2010 TOGETHER WITH

INDEPENDENT AUDITORS’ LIMITED

REVIEW REPORT

BALANCE SHEETS AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	12-31-2009
ASSETS:

A. CASH AND DUE FROM BANKS:
Cash	1,278,214	1,357,059
Due from banks and correspondents	4,137,260	3,803,201

Argentine Central Bank (BCRA)	3,826,774	3,722,390
Other local	3,184	2,284
Foreign	307,302	78,527

	5,415,474	5,160,260

B. GOVERNMENT AND PRIVATE SECURITIES:
Holdings for trading or financial transactions (Exhibit A)	48,274	8,352
Government Securities for repurchase agreements with the BCRA (Exhibit A)	— , —	68,250
Holdings available for sale (Exhibit A)	746,908	640,175
Unlisted Government Securities (Exhibit A)	1,917,090	1,961,040
Instruments issued by the BCRA (Exhibit A)	2,801,109	2,896,748
Investments in listed private securities (Exhibit A)	311	247
Less: Allowances (Exhibit J)	408,714	449,923

	5,104,978	5,124,889

C. LOANS:
To government sector (Exhibits B, C and D)	333,869	315,958
To financial sector (Exhibits B, C and D)	676,687	639,328

Interfinancial – (Calls granted)	20,000	61,000
Other financing to local financial institutions	554,462	484,267
Interest and listed-price differences accrued and pending collection	102,225	94,061

To non financial private sector and residents abroad (Exhibits B, C and D)	9,884,911	9,902,503

Overdraft	1,648,420	1,703,751
Discounted instruments	1,205,363	1,068,567
Real estate mortgage	821,273	838,410
Collateral Loans	108,586	104,983
Consumer	1,885,743	1,819,373
Credit cards	1,512,034	1,464,163
Other (Note 5 a.)	2,583,298	2,785,432
Interest and listed-price differences accrued and pending collection	137,619	134,295
Less: Interest documented together with main obligation	17,425	16,471

Less: Allowances (Exhibit J)	327,802	329,959

	10,567,665	10,527,830

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)	510,326	560,781
Amounts receivable for spot and forward sales to be settled	117,734	1,365
Instruments to be received for spot and forward purchases to be settled	125,004	2,727
Unlisted corporate bonds (Exhibits B, C and D)	89,957	88,131
Non-deliverable forward transactions balances to be settled	83,645	84,070
Other receivables not covered by debtor classification regulations	40,340	39,238
Other receivables covered by debtor classification regulations (Exhibits B, C and D)	74,654	70,595
Interest accrued and pending collection not covered by debtor classification regulations	58,144	51,212
Less: Allowances (Exhibit J)	29,319	21,327

	1,070,485	876,792

E. ASSETS SUBJECT TO FINANCIAL LEASING:
Assets subject to financial leasing (Exhibits B, C and D)	293,155	308,442
Less: Allowances (Exhibit J)	4,647	5,428

	288,508	303,014

F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions (Exhibit E)	106,065	103,450
Other (Note 5.b.) (Exhibit E)	392,633	386,231
Less: Allowances (Exhibit J)	4	4

	498,694	489,677

G. OTHER RECEIVABLES:
Other (Note 5.c.)	575,207	584,610
Other interest accrued and pending collection	6,319	2,558
Less: Allowances (Exhibit J)	347,044	337,940

	234,482	249,228

H. PREMISES AND EQUIPMENT (Exhibit F):	502,298	482,561


I. OTHER ASSETS (Exhibit F):	25,751	26,475

J. INTANGIBLE ASSETS (Exhibit G):
Organization and development expenses	65,026	55,091

	65,026	55,091

K. SUSPENSE ITEMS:	2,230	4,222

TOTAL ASSETS:	23,775,591	23,300,039

- 1 -

(Contd.)

BALANCE SHEETS AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	12-31-2009
LIABILITIES:

L. DEPOSITS (Exhibits H and I):
Government sector	1,065,957	1,001,104
Financial sector	186,709	190,115
Non financial private sector and residents abroad	17,334,100	17,182,688

Checking accounts	3,805,094	3,496,915
Savings deposits	5,997,269	6,002,616
Time deposits	7,044,936	7,261,741
Investments accounts	41,017	19,022
Other	395,307	348,397
Interest and listed-price differences accrued payable	50,477	53,997

	18,586,766	18,373,907


M. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (Exhibit I)	2,621	2,691

Other	2,621	2,691

Banks and International Institutions (Exhibit I)	37,855	55,523
Amounts payable for spot and forward purchases to be settled	15,984	— , —
Instruments to be delivered for spot and forward sales to be settled (Exhibit O)	237,156	80,093
Financing received from Argentine financial institutions (Exhibit I)	5,197	2,815

Interfinancial – (Calls granted)	2,323	— , —
Other financing from local financial institutions	2,874	2,815
Non-deliverable forward transactions balances to be settled	660	2,825
Other (note 5.d.) (Exhibit I)	1,038,742	1,026,381
Interest and listed-price differences accrued payable (Exhibit I)	723	912

	1,338,938	1,171,240


N. OTHER LIABILITIES:

Other (note 5.e.)	434,187	434,921

	434,187	434,921


O. ALLOWANCES (Exhibit J):	328,113	318,464

P. SUSPENSE ITEMS:	9,082	75,035

TOTAL LIABILITIES:	20,697,086	20,373,567


STOCKHOLDERS’ EQUITY: (as per the related statements of changes in stockholders’ equity)	3,078,505	2,926,472

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:	23,775,591	23,300,039

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MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	12-31-2009
DEBIT ACCOUNTS

Contingent
– Guaranties received	2,810,577	2,612,784
– Contra contingent debit accounts	707,304	658,221

	3,517,881	3,271,005

Control
– Receivables classified as irrecoverable	336,691	316,776
– Other (note 5.f.)	53,573,592	39,285,102
– Contra control debit accounts	665,787	619,848

	54,576,070	40,221,726

Derivatives (Exhibit O)
– “Notional” amount of non-deliverable forward transactions	2,659,735	1,940,035
– Interest rate SWAP	141,140	102,697
– Contra derivatives debit accounts	2,159,659	2,195,093

	4,960,534	4,237,825

For trustee activities
– Funds in trust	2,680	2,581

	2,680	2,581

TOTAL	63,057,165	47,733,137

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibits B, C and D)	72,318	56,290
– Guaranties provided to the BCRA	137,407	138,433
– Other guaranties given covered by debtor classification regulations (Exhibits B, C and D)	290,097	228,366
– Other guaranties given non covered by debtor classification regulations	64,397	121,626
– Other covered by debtor classification regulations (Exhibits B, C and D)	143,085	113,506
– Contra contingent credit accounts	2,810,577	2,612,784

	3,517,881	3,271,005

Control
– Items to be credited	575,302	549,582
– Other	90,485	70,266
– Contra control credit accounts	53,910,283	39,601,878

	54,576,070	40,221,726

Derivatives (Exhibit O)
– “Notional” amount of non-deliverable forward transactions	2,159,659	2,195,093
– Contra derivatives credit accounts	2,800,875	2,042,732

	4,960,534	4,237,825


For trustee activities
– Contra credit accounts for trustee activities	2,680	2,581

	2,680	2,581

TOTAL	63,057,165	47,733,137

The accompanying notes 1 through 17 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.

- 3 -

STATEMENTS OF INCOME FOR THE THREE MONTH PERIODS

ENDED MARCH 31, 2010 AND 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	03-31-2009
A. FINANCIAL INCOME

Interest on cash and due from banks	— , —	20
Interest on loans to the financial sector	28,581	41,533
Interest on overdraft	65,712	84,993
Interest on discounted instruments	36,327	44,779
Interest on real estate mortgage	27,465	32,288
Interest on collateral loans	5,743	5,107
Interest on credit card loans	48,697	44,645
Interest on other loans	156,638	136,948
Interest on other receivables from financial transactions	302	408
Income from secured loans – Decree 1387/01	21,692	4,998
Net income from government and private securities	179,625	4,482
Indexation by benchmark stabilization coefficient (CER)	285	10,398
Gold and foreign currency exchange difference	41,236	49,201
Other	38,124	111,835

	650,427	571,635

B. FINANCIAL EXPENSE

Interest on checking accounts	3,962	5,682
Interest on savings deposits	1,813	2,441
Interest on time deposits	137,460	218,254
Interest on interfinancial financing (calls received)	84	— , —
Interest on other financing of financial institutions	13	19
Interest on other liabilities from financial transactions	1,277	4,376
Other interest	602	870
Net income from options	— , —	2
Indexation by CER	80	162
Contribution to the deposit guarantee fund	8,077	7,338
Other	26,015	25,526

	179,383	264,670

GROSS INTERMEDIATION MARGIN – GAIN	471,044	306,965

C. ALLOWANCES FOR LOAN LOSSES	29,038	31,239

D. SERVICE CHARGE INCOME

Related to lending transactions	85,969	67,488
Related to liability transactions	143,789	121,969
Other commissions	15,423	15,869
Other (note 5.g.)	75,228	56,880

	320,409	262,206

E. SERVICE CHARGE EXPENSE

Commissions	50,840	39,816
Other (note 5.h.)	22,428	20,742

	73,268	60,558

- 4 -

(Contd.)

STATEMENTS OF INCOME FOR THE THREE MONTH PERIODS

ENDED MARCH 31, 2010 AND 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	03-31-2009

F. ADMINISTRATIVE EXPENSES

Payroll expenses	290,618	235,137
Fees to Bank Directors and Statutory Auditors	165	100
Other professional fees	7,388	6,520
Advertising and publicity	17,587	12,715
Taxes	28,405	22,781
Fixed assets depreciation	13,268	10,693
Organizational expenses amortization	5,183	3,593
Other operating expenses	56,324	47,163
Other	37,300	34,651

	456,238	373,353


NET GAIN FROM FINANCIAL TRANSACTIONS	232,909	104,021

G. OTHER INCOME

Income from long-term investments	12,050	17,867
Punitive interests	743	876
Loans recovered and reversals of allowances	16,677	9,942
Other (note 5.i.)	12,931	133,948

	42,401	162,633


H. OTHER EXPENSE

Punitive interests and charges paid to BCRA	190	71
Charge for uncollectibility of other receivables and other allowances	21,601	166,498
Amortization of difference arising from judicial resolutions Depreciation and losses from miscellaneous assets	7,244 445	8,914 111
Other	5,156	5,186

	34,636	180,780


NET GAIN BEFORE INCOME TAX	240,674	85,874


I. INCOME TAX (note 4.1)	81,000	— , —


NET INCOME FOR THE PERIOD	159,674	85,874

The accompanying notes 1 through 17 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.

- 5 -

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


2010										2009
		Non capitalized contributions	Adjustments to	Retained earnings	Unrealized
Movements	Capital Stock	Issuance premiums	stockholders’ equity (1)	Legal	valuation difference (2)		Unappropriated earnings	Total		Total

1. Balance at beginning of fiscal year	536,361	175,132	312,979	658,693	(14,133	)	1,257,440	2,926,472		2,076,024

2. Stockholders’ Meeting held on March 27, 2009 – Dividends paid in cash	— , —	— , —	— , —	— , —	— , —		— , —	— , —		(35,000	)

3. Unrealized valuation difference	— , —	— , —	— , —	— , —	(7,641	)	— , —	(7,641	)	(9,487	)

4. Net income for the period	— , —	— , —	— , —	— , —	— , —		159,674	159,674		85,874

5. Balance at the end of the period	536,361	175,132	312,979	658,693	(21,774	)	1,417,114	3,078,505		2,117,411

(1)	Adjustments to stockholders’ equity refer to Adjustment to Capital Stock.

(2)	Corresponds to the unrealized valuation difference arising from holdings available for sale according to Communication “A” 4702. Includes (22,047) from government securities and 273 from Instruments issued by the BCRA (note 2.3.b).

The accompanying notes 1 through 17 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.

- 6 -

STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW FOR THE

THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010		03-31-2009
CHANGES IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at the beginning of the fiscal year	5,273,542	(1)	4,408,722	(1)
Cash and cash equivalents at the end of the period	5,599,826	(1)	6,668,500	(1)

Net increase in cash and cash equivalents	326,284		2,259,778

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
– Government and private securities	239,458		288,115
– Loans	425,843		698,146

to financial sector	1,953		22,724
to non-financial public sector	(3,057	)	(92,501	)
to non-financial private sector and residents abroad	426,947		767,923
– Other receivables from financial transactions	(24,245	)	(17,298	)
– Assets subject to financial leasing	14,506		34,509
– Deposits	34,569		1,856,532

to financial sector	(3,406	)	(3,679	)
to non-financial public sector	61,772		1,796,328
to non-financial private sector and residents abroad	(23,797	)	63,883
– Other liabilities from financial transactions	23,302		(76,165	)

Financing from financial or interfinancial sector (calls received)	2,323		— , —
Others (except liabilities included in Financing Activities)	20,979		(76,165	)
Collections related to service charge income	320,444		256,098
Payments related to service charge expense	(73,253	)	(60,558	)
Administrative expenses paid	(488,710	)	(454,279	)
Organizational and development expenses paid	(10,795	)	(347	)
Net collections from punitive interest	553		805
Differences from judicial resolutions paid	(7,244	)	(8,914	)
Collections of dividends from other companies	1,200		16
Other collections related to other income and expenses	14,659		137,268

Net cash flows provided by operating activities	470,287		2,653,928

Investment activities

Net payments from premises and equipment	(33,005	)	(27,648	)
Net collections / (payments) from other assets	279		(677	)
Other collections / (payments) from investment activities	8,993		(121,422	)

Net cash flows used in investment activities	(23,733	)	(149,747	)


Financing activities

Net collections/ (payments) from:
– Argentine Central Bank	(75	)	(529	)

Other	(75	)	(529	)
– Banks and international agencies	(17,668	)	(154,565	)
– Financing received from local financial institutions	59		5,236
Other (payments) related to financing activities	(102,586	)	(94,565	)

Net cash flows used in financing activities	(120,270	)	(244,423	)


Financial results and results from holdings of cash and cash equivalents (including interest)	— , —		20


Net increase in cash and cash equivalents	326,284		2,259,778

(1)	See note 15 “Statement of cash and cash equivalents flow”

The accompanying notes 1 through 17 and exhibits A through L, N and O and the consolidated financial statements with its notes and exhibits are an integral part of these statements.

- 7 -

NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2010, PRESENTED IN

COMPARATIVE FORM WITH THE BALANCE SHEET AS OF DECEMBER 31, 2009, AND THE

STATEMENTS OF INCOME, CHANGES IN STOCKHOLDERS’ EQUITY AND CASH AND CASH

EQUIVALENTS FLOW AS OF MARCH 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

(Stated in thousands of pesos)

1.	CORPORATE SITUATION AND BANK’S ACTIVITIES

1.1 Corporate situation

BBVA Banco Francés S.A. (BF or the Bank) has its main place of business in Buenos Aires, Argentina, and operates a 240-branch network.

As from December, 1996, BF is part of Banco Bilbao Vizcaya Argentaria S.A. (BBVA) global strategy, which controls the Bank, direct and indirectly, with 75.97% of the corporate stock as of March 31, 2010.

Part of BF’s corporate stock is publicly traded and has been registered with the Buenos Aires Stock Exchange, New York Stock Exchange and Madrid Stock Exchange.

1.2 Capital stock

Changes in the Bank’s capital stock during the last five fiscal years are as follows:


Date of
Stockholders’ Meeting deciding on the issuance	Registration with the Public Registry of Commerce	Form of placement	Amount	Total

Capital Stock as of December 31, 2005:				471,361

03-27-2009	10-05-2009	(1)	65,000	536,361	(2)

(1)	For payment of share dividend.

(2)	The amount of Capital Stock is fully paid in and authorized for public offering by National Securities Commission (CNV).

1.3 Responsibility of stockholders

BBVA Banco Francés S.A. is a corporation established under the laws of the Argentine Republic, and the responsibility of its stockholders is limited to the value of the paid - in shares, in accordance with Law No. 19,550. As a result, in compliance with Law No. 25,738, it is hereby informed that neither the foreign capital majority stockholders nor the local or foreign stockholders will respond, in excess of the mentioned paid-in stockholding, for the liabilities arising out of the transactions performed by the financial institution.

2.	SIGNIFICANT ACCOUNTING POLICIES

2.1 Restatement of the financial statements in equivalent purchasing power

The financial statements have been taken from the Bank’s books of account in conformity with the standards of the BCRA.

These financial statements recognize the effects of the changes in the purchasing power of the currency through February 28, 2003, following the restatement method established by Argentine Federation of

- 8 -

Professional Council in Economic Sciences (FACPCE) Technical Pronouncement No. 6 (modified by Technical Pronouncement No.19), using adjustment rates derived from the Internal Wholesale Price Index published by the National Institute of Statistics and Census (I.N.D.E.C.).

Accordingly to the above mentioned method, the accounting figures were restated due to the purchasing power changes through August 31, 1995. As from that date, based in the prevailing economic stability conditions and accordingly with CNV General Resolution No. 272 and BCRA Communication “A” 2365, the accounting figures were not restated through December 31, 2001. In view of CNV General Resolution No. 415 and BCRA Communication “A” 3702, the method was reinstated effective as from January 1, 2002, considering the previous accounting figures as restated as of December 31, 2001.

By Communication “A” 3921 of the BCRA and General Resolution No. 441/03 of the CNV, in compliance with Decree 664/03 of the Federal Executive, application of the restatement method on financial statements in equivalent purchasing power has been suspended as from March 1, 2003. Accordingly, BBVA Banco Francés S.A. applied the mentioned restatement until February 28, 2003.

2.2 Comparative information

In accordance with BCRA Communication “A” 4265, the Balance Sheet and the Exhibits that so specify include the comparative information as of December 31, 2009, while the Statements of Income, Changes in Stockholders’ Equity and Cash and cash equivalents flow show comparative information as of March 31, 2009.

2.3 Valuation methods

The main valuation methods used in the preparation of the financial statements have been as follows:

Foreign currency assets and liabilities:

As of March 31, 2010 and the end of the previous fiscal year, such amounts were converted at the benchmark exchange rate of the BCRA as of the closing date of transactions on the last business day of the period or fiscal year. The exchange differences were charged to income (loss) for the period or fiscal year.

Government and private securities:

•

Holdings for trading or financial transactions and instruments issued by the BCRA (except Holdings available for sale): they were valued based on current listed prices for each security as of March 31, 2010 and the end of the previous fiscal year. Differences in listed prices were credited/charged to income for the period or fiscal year.

•

Government Securities for repurchase agreements with the BCRA: as of December 31, 2009 they were valued on the basis of the quotations in force for each security at the end of the fiscal year. Differences in listed prices were credited/charged to income for the fiscal year.

•

Holdings available for sale (Government Securities and Instruments issued by the BCRA): according to Communication “A” 4702 dated August 30, 2007, the Government Securities and Instruments issued by BCRA, included in the list of volatilities published by the BCRA on a monthly basis, were classified in the category “Available for sale”.

•

As of March 31, 2010 and the end of the previous fiscal year, they were valued in accordance with the quotations prevailing for each security as of the close of the period or fiscal year. Differences, if any, between the cost of addition of these holdings increased by the accrual of the internal rate of return and the value of the quotation were charged to Unrealized valuation difference in the stockholders’ equity. As of March 31, 2010 and the previous fiscal year, the amount recorded was 21,774 (loss) and 14,133 (loss), respectively.

•

Unlisted government securities: as of March 31, 2010 and the end of the previous fiscal year they were valued at the highest amount resulting from a comparison between the present value as estimated by BCRA and the book value (net of its balancing account), following the instructions in BCRA’s Communication “A” 4898. In addition, the Bank has raised an allowance for impairment to book such securities at their fair value of realization.

- 9 -

•

Unlisted instruments issued by the BCRA: in accordance with the regulations issued by the BCRA, this portfolio now reflects holdings that do not show the volatility reported by the BCRA. As of March 31, 2010 and the end of the previous fiscal year, the value of the holdings in accordance with the most recent quotation informed rose on the basis of the interest accrued as per the internal rate of return.

•

Investments in listed private securities, equity and debt instruments: they were valued based on current listed prices as of March 31, 2010 and the end of the previous fiscal year. Differences in listed prices were charged to income for the period or fiscal year.

Loans to Government Sector:

Federal Government secured loans - Decree No. 1387/2001:

As of March 31, 2010 and the end of the previous fiscal year, the secured loans were valued at the highest amount resulting from a comparison between the present value as estimated by BCRA and the book value in accordance with the provisions under BCRA’s Communication “A” 4898. An amount has been added to said balancing account to match their book values to fair realization values.

Interest accrual:

Interest has been accrued according to a compound interest formula in the periods in which it was generated, except interest on transactions in foreign currency, those whose maturity does not exceed 92 days, and adjustable assets and liabilities and loans to financial sector which were apportioned on a linear basis.

Benchmark stabilization coefficient (CER):

As of March 31, 2010 and the end of the previous fiscal year, receivables and payables have been adjusted to the CER as follows:

•

Federal government secured loans have been adjusted under Resolution 50/2002 of the Ministry of Economy, which resolved that the CER business 10 (ten) days prior to the maturity date of the related service will be considered for yield and repayments of the loans.

•

Federal Government Secured Bonds due in 2020: have been adjusted under Resolution 539/2002 of the Ministry of Economy, which resolved that the CER business 5 (five) days prior to the maturity date of the related service will be considered for yield and repayment of the bonds.

•

Deposits and other assets and liabilities: have been adjusted considering the CER prevailing as of March 31, 2010 and the end of the previous fiscal year.

Allowance for loan losses and contingent commitments:

For loans, other receivables from financial transactions, assets subject to financing leasing, receivables from sale of property assets and contingent commitments: the allowances have been calculated based on the Bank’s estimated loan loss risk in light of debtor compliance and the collaterals supporting the respective transactions, as provided by Communication “A” 2950 and supplemented of the BCRA.

Instruments to be received and to be delivered for spot and forward transactions pending settlement:

•

In foreign currency: they were valued according to the benchmark exchange rate of the BCRA for each currency determined on the last business day of the end of the period or fiscal year.

•

Holdings in investments:

Holdings for purchase-sale or intermediation transactions (Government and private securities) as well as instruments issued by the BCRA: in accordance with the method described in point 2.3.b).

Holdings available for sale, instruments issued by the BCRA: in accordance with the method described in point 2.3.b).

- 10 -

Amounts receivable and payable for spot and forward transactions pending settlement:

They were valued based on the prices agreed upon for each transaction, plus related premiums accrued as of March 31, 2010 and the end of the previous fiscal year.

Unlisted Corporate Bonds:

They were valued at acquisition cost plus income accrued but not collected as of March 31, 2010 and the end of the previous fiscal year.

Assets subject to financing leasing:

As of March 31, 2010 and the end of the previous fiscal year, they have been valued at the present value of unaccrued installments calculated as per the conditions agreed upon in the respective contracts, applying the imputed interest rate thereto.

Investments in other companies:

•

Investments in controlled financial institutions, supplementary activities and authorized were valued based on the following methods:

•

Francés Valores Sociedad de Bolsa S.A., Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings), Consolidar Cía. de Seguros de Retiro S.A., PSA Finance Argentina Compañía Financiera S.A. and Atuel Fideicomisos S.A.: were valued by the equity method at the end of the period or fiscal year.

•

Investments in non controlled financial institutions, supplementary activities and authorized were valued according to the following methods:

•

Rombo Cía. Financiera S.A., Banelco S.A. and Interbanking S.A.: were valued by applying the equity method at the end of the period or fiscal year.

•

Visa Argentina S.A.: was valued by applying the equity method on the basis of the financial statements of the issuer company as of May 31, 2009, plus new capital contributions and dividend distribution until December 31, 2009 and March 31, 2010.

•

Bladex S.A. (included in Other - Foreign): was valued at acquisition cost in foreign currency plus the nominal value of stock dividends received, converted into pesos based on the method described in 2.3.a).

•

Other: valued at acquisition cost, without exceeding their recoverable value.

•

Other non controlled affiliates were valued based on the following methods:

•

Consolidar A.R.T. S.A. and BBVA Consolidar Seguros S.A.: were valued by applying the equity method at the end of the period or fiscal year.

•

Other: were valued at acquisition cost, without exceeding their recoverable value.

Premises and equipment and Other assets:

They have been valued at acquisition cost plus increases from prior-year appraisal revaluations, restated as explained in note 2.1, less related accumulated depreciation calculated in proportion to the months of estimated useful life of items concerned (see Exhibit F).

Intangible assets:

They have been valued at acquisition cost less related accumulated depreciation calculated in proportion to the months of estimated useful life of the items concerned (see useful life assigned in Exhibit G).

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This caption included the differences arising from compliance with court-ordered measures arising from cases challenging the current rules and regulations applicable to deposits with the financial system in the framework of the provisions of Law No. 25,561, Decree No. 214/02 and supplementary provisions. The assets mentioned (calculated on the basis of the nominal difference between the exchange rate freely determined in the market and applied to the value of the deposit recorded in the books at that date) was amortized within the 60 monthly installments starting in April 2003 in accordance with Communication “A” 3916 of the BCRA.

As of March 31, 2010 and the end of the previous fiscal year these assets have been fully amortized, with the total accumulated amortization as of those dates amounting to 1,303,028 and 1,295,784, respectively.

The Bank, however, notifies that such amortization was solely calculated to comply with the regulations of the BCRA and that by no means does it imply a waiver to possible compensation or recovery of the exchange difference resulting from compliance with court orders corresponding to petitions for protection of civil rights or other court action derived from the mandatory conversion of bank deposits into pesos.

In the decision in re “Massa, Juan Agustín versus National Executive Branch - Decree 1570/ and others following petitions for protection of civil rights under Law No. 16.986” dated December 27, 2006, the Argentine Supreme Court of Justice confirmed by the majority vote of its members the validity of the emergency legislation enacted from 2001 and until the date of that pronouncement; i.e., the Supreme Court accepted the re-denomination into Pesos of deposits as well as the calculation methodology for the reimbursement of the bank deposits subject to the emergency regime imposed by the Argentine Government which unconstitutionality was claimed in the case mentioned. This decision by the Supreme Court of Justice establishes a calculation modality different from the modality decreed by the Executive Branch, establishing in this particular case the following criteria: each depositor is entitled to receive from the banking institution a reimbursement of the amount deposited converted into Pesos a the US$1 = AR$ 1.40 exchange rate, adjusted by CER until the date of effective payment, plus compensatory interest at the annual, non compoundable 4% interest rate accruing as from the establishment of restrictions upon the availability of bank deposits or as from the date of maturity of the deposit if it was subsequent to February 28, 2002 subject to the monetary limit resulting from the decision handed down by the Court of Appeals, in so far as its judgment has not been appealed by the plaintiff. This criterion remains in a more recent judgment, “Kujarchuk versus the Argentine Executive Branch”, in which The Supreme Court of Justice lays down the methodology consisting in calculating the amount to be reimbursed in Pesified deposits in the event there had been partial reimbursements or deliveries through a comparison to the amounts withdrawn by the bank as a result of decisions handed down by a court or resulting from out-of-court arrangements. Those payments shall be deemed to be partial payments and that a deduction is to be performed out of the original deposit denominated in foreign currency of the percentage that, when converted into such currency, is represented by such payments converted into US Dollars at the exchange rate quoted in the floating foreign exchange market prevailing on each date. The amounts withdrawned on such concepts are to be consolidated and deducted according to the rules there established and always according to the guidelines of the Massa judgment. Come this instance, costs are borne in equal parts by the plaintiff and defendant and as regards previous instances, they are borne as decided by the Court of Appeals. Additionally, the Court has placed a cap on the amount pending reimbursement equivalent to the limit established by the Court of Appeals, and if applicable, the value in US Dollars of the original deposit.

As of March 31, 2010 and the end of the previous fiscal year, the Bank has estimated this contingency and it has raised allowances for the total amount.

The Bank’s Board of Directors expects that the Argentine State remedies the significant damage resulting from compliance with court-ordered measures on petitions for protection of civil rights and actions for relief, particularly due to the impact of differences in compensation or recovery as per the rulings in the abovementioned actions and according to the law in relation to pesification of the underlying deposits. In this regard, the Bank has informed of such financial damages to the relevant authorities, with reservation of rights.

Derivative transactions (see note 11):

•

Interest rate swaps and Forward transactions:

Interest rate swaps are recorded at the value resulting from the application of rates differences to residual notional amounts at the end of the period or fiscal year.

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Forward transactions payable in Pesos without delivery of the underlying asset are recorded for the amount receivable or payable, as appropriate, arising from the difference between the agreed exchange rate and the exchange rate at the end of each fiscal year as applied to stated notional amounts.

Employee termination pay:

The Bank expenses employee termination pay as disbursed.

Other liabilities

They include the debit balances non arising out of transactions relating to the supply and demand of financial resources, plus the adjustments and interest payable accrued as of March 31, 2010 and the end of the previous fiscal year.

Allowance for other contingencies:

It includes the estimated amounts to meet contingencies of probable occurrence that, if occurred, would give rise to a loss for the Bank.

Stockholders’ equity accounts:

They are restated as explained in note 2.1, except for the “Capital Stock” and “Non capitalized contributions” accounts which have been kept at original value. The adjustment resulting from the restatement is included in the “Adjustment to Stockholders’ Equity - Adjustment to Capital Stock” account.

Statement of Income Accounts:

•

As of March 31, 2010 and 2009, accounts accruing monetary transactions (financial income (expense), service charge income (expense), provision for loan losses, administrative expenses, etc.) were computed on the basis of their monthly accrual at historical rates.

•

Accounts reflecting the effect on income resulting from the sale, write-off, or use of non-monetary assets were computed based on the value of such assets, as mentioned in note 2.1.

•

Income from investments in subsidiaries was computed based on such companies’ income adjusted as explained in note 2.1.

Earning per share:

As of March 31, 2010, the Bank calculated the earning per share on the basis of 536,361,306 ordinary shares, and as of March 31, 2009 on the basis of 471.361.306, of $ 1 par value each. The net income for the periods on those dates is as follows:


	03-31-2010	03-31-2009

Net income for the period	159,674	85,874
Earning per share for the three-month period – (stated in pesos)	0.30	0.18

Use of accounting estimates:

The preparation of the financial statements in accordance with the standards set forth by the BCRA require the Bank’s Board of Directors to use assumptions and estimates that affect certain assets such as allowances for doubtful loan and certain liabilities such as provisions for other contingencies as well as the income/loss generated during the fiscal years being reported. Final income/loss may differ from such estimates.

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3.	DIFFERENCES BETWEEN BCRA ACCOUNTING STANDARDS AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN ARGENTINA

The Bank has prepared these financial statements by applying the regulations of the BCRA, which do not contemplate some of the valuation criteria incorporated to the generally accepted accounting principles in Argentina.

The main differences between the regulations of the BCRA and the generally accepted accounting principles in Argentina are detailed below:

I. Valuation criteria

Tax effects

As already indicated in note 4.1., the Bank has received various communications from the BCRA pursuant to which that BCRA indicates that the capitalization of items arising from the application of the deferred tax method is not allowed. In accordance with professional accounting standards currently in force in Argentina, a deferred tax asset should be recognized to the extent the reversal of temporary differences generates a future decrease in the tax effectively determined. As a result, the allowances set up by the Bank in this respect, for 321,700 and 313,700 as of March 31, 2010 and the end of the previous fiscal year, respectively, should be recovered.

Derivative financial instruments

As explained in notes 2.3.n) and 11, as of March 31, 2010 and the end of the previous fiscal year, the Bank recorded the effects of interest rate swap agreements as established by the BCRA. Should the Bank have applied the professional accounting standards currently applicable, the stockholders’ equity would have increased in 1,665 and in 124, respectively. By contrast, the effect of the application of the professional accounting standards on the income statement for the periods ended March 31, 2010 and 2009 would have been 1,541 (income) and 3,108 (income), respectively.

Consolidar A.F.J.P. S.A. building acquisition

On September 25, 2009, the Bank acquired from Consolidar A.F.J.P. S.A. the latter’s undivided interest in the piece of real estate located in Avenida Independencia 169. The Bank booked a 20,109 write-down for the real estate in its stand-alone and consolidated balance sheet as of March 31, 2010 and the end of the previous fiscal year to reflect the result from the transaction attributable to the Bank’s ownership interest in the company. The professional accounting standards currently in force in Argentina do not require the mentioned adjustment.

II. Valuation criteria and aspects related to the presentation of information

Holdings available for sale

As disclosed in note 2.3.b), the Bank charged to the account “Unrealized valuation difference” in stockholders’ equity a loss of 21,774 and a loss of 14,133, as of March 31, 2010 and the end of the previous fiscal year, respectively, which reflects the difference between the cost of addition of these holdings and increased by the accrual of the internal rate of return and the value as quoted of Government securities and instruments issued by the BCRA, classified as Holdings available for sale. The professional accounting standards in force in Argentina do not endorse this accounting treatment. As of March 31, 2010 and 2009 and the end of the previous fiscal year, 7,641 (loss), 9,487 (loss) and 166,986 (income), respectively, should have been charged to income for the periods or fiscal year.

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4.	TAX MATTERS

4.1. Income tax

The Bank determined the charge for income tax by applying the effective 35% rate to taxable income estimated for fiscal year considering the effect of temporary differences between accounting and taxable income. The Bank considered as temporary differences those that have a definitive reversal date in subsequent years.

As of March 31, 2010, the Bank recorded 81,000 in the Income tax caption as the estimate of the income tax charge payable to the tax authorities. The Bank did not book any charge for Income tax as of March 31, 2009, as it was in a position to absorb the net operating losses that had been incurred in previous years.

As of March 31, 2010 and the end of the previous fiscal year, it has booked 189,969 and 108,891 in the caption Other liabilities - Other - Accrued Taxes as a result of having netted the tax credit arising from the Tax on Minimum Presumed Income and having considered the income tax withholdings applied to the Bank as of the end of the period or fiscal year.

Besides, on June 19, 2003, the Bank received a note from the BCRA indicating that the capitalization of items arising from the application of the deferred tax method is not allowed.

On June 26, 2003, the Bank’s Board of Directors, based on the opinion of its legal counsel, responded the above mentioned note, indicating that in their opinion the rules of the BCRA do not prohibit the application of the deferred tax method generated by the recognition of temporary differences between the accounting and tax result. Subsequently, Resolution 118/03 of the Superintendent of Financial and Exchange Institutions received on October 7, 2003 confirmed the terms of the note dated June 19, 2003. Consequently, as from that date the Bank has set up an allowance for the net balance between the deferred tax assets and liabilities.

As of March 31, 2009 and the end of the previous fiscal year, the Bank records under Other Receivables (in the line Tax Prepayments) a taxable deferred asset amounting 321,700 and 313,700, respectively. Such amounts are made up as follows:


	03-31-2010		12-31-2009

Deferred tax assets	615,500		604,500
Deferred tax liabilities	(293,800	)	(290,800	)


Net deferred assets	321,700		313,700
Allowance	(321,700	)	(313,700	)

4.2. Tax on minimum presumed income

Tax on minimum presumed income (TOMPI) was established by Law No. 25,063 in the year ended December 31, 1998, for a ten-year term. On December 19, 2008 Law No. 26,426 established a one-year extension in TOMPI until December 30, 2009. In turn, Law No. 26,545, published in the Official Gazette on December 2, 2009 extended TOMPI for a further ten years. This tax is supplementary to income tax: while the latter is levied on the taxable income for the year, TOMPI is a minimum levy determined by applying the current 1% rate on the potential income of certain productive assets. Therefore, the Bank’s tax obligation for each year will coincide with the highest of these taxes. The above Law provides that institutions governed by Financial Institutions Law must consider as a tax base 20% of their taxable assets, after deducting non-computable ones. However, if TOMPI exceeds income tax in a given year, the excess thereof may be computed as a payment on account of any income tax in excess of TOMPI that may occur in any of the following ten years.

In every year that net operating losses are offset, the tax benefit (the benefit of the effective rate on the net operating loss used) will be realized to the extent that income tax (net of the offsetting) equals or exceeds tax on minimum presumed income, but will reduced by any excess of the latter over former.

On February 11, 2005, the Argentine Central Bank issued Communication “A” 4295 whereby it enabled, under certain rules, the accounting record of credits on Tax on Minimum Presumed Income.

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As described in Note 4.1. the existing 234,931 tax credit balance arising from TOMPI as of March 31, 2010 and the end of the previous fiscal year will be applied as payment towards Income tax for the year ended on December 31, 2009. Besides, as of March 31, 2010, the Bank carries 37,786 as prepayments of Tax on Minimum Presumed Income.

4.3. Other tax issues

In the year 1998 through 2000, the Bank was notified of three tax assessments performed at the initiative of the Federal Administration of Public Revenue (AFIP), concerning income tax for the fiscal years 1992, 1993 and 1994 through 1998 plus minimum presumed income tax for the fiscal year 1999.

An appeal against said assessments was lodged with the Argentine Tax Court: although the petitions asserted by the Bank in connection with periods 1992 and 1993 were partially dismissed, those concerning the periods 1994 through 1999 were admitted by the Tax Court. In all these cases, appeals against the resolutions were lodged with the Appellate Court with federal jurisdiction over contentious administrative matters. On September 4, 2009 the Bank was notified of the judgment rendered by the Appellate Court in connection with the case file for fiscal period 1992. The judgment annuls the judgment entered in due time by one of the Argentine Tax Court panels and remands the case file to the Tax Court for it to have another panel render a decision. In addition, the resolution related to the fiscal period 1993 was confirmed by the Appellate Court and an appeal against it has been lodged with the Supreme Court of Justice of Argentina in the form of an ordinary appeal.

As concerns the proceedings for the fiscal periods 1994 through 1999, on December 2, 2008, the Supreme Court of Justice of Argentina confirmed the judgment favorable to the Bank.

The Bank’s Management and tax and legal counsel estimate that the Bank made a reasonable interpretation of effective regulations regarding the observed periods.

On October 24, 2007, the Bank was notified by the Tax Bureau of the City of Buenos Aires of the commencement of a sua sponte tax assessment on a certain basis and partial in nature of the taxable income as regards turnover tax for the fiscal years 2002 and 2003.

On November 14, 2007, the Bank filed its defenses to the notice mentioned.

Then, on October 6, 2008, the Bank was given notice of Resolution N° 3631-DGR 2008 containing the sua sponte tax assessment for the fiscal years 2002 and 2003. On October 28, 2008, the Bank filed an appeal for review against this resolution, which was rejected on November 7, 2008.

In response to said rejection, on November 28, 2008 an appeal was lodged with a higher administrative authority by the Ministry of Economy of the Government of the City of Buenos Aires, which was also dismissed on April 24, 2009.

On April 28, 2009, the Appellate Court with federal jurisdiction over contentious administrative matters, Panel 3 handed down a judgment favorable to a petition filed by the Bank for the judge to suspend the effect of the decision made by administrative authorities until the appeal is decided. The judgment thus ordered that “….subject to a sworn promise to comply … a) the Tax Bureau of the City of Buenos Aires must suspend the sua sponte assessment that has objected to the treatment afforded by BBVA Banco Francés S.A. to the bonds received from the National Government in the terms of Decree No. 905-02 and the related foreign exchange gains/losses in all matters related to taxation for turnover tax purposes for the fiscal period 2002; b) therefore, the Tax Bureau of the City of Buenos Aires must abstain from demanding that the Bank should pay any amount due that may have arisen from the items above detailed”.

As regards the rest of the debt claimed, the above agency established a plan of payment in installments to which the Bank has adhered acknowledging that said adhesion does not entail a recognition of rights or the abandonment of further actions before the courts. Therefore, on May 26, 2009 the Bank made an advance payment that corresponds to 35% of the total debt, on June 25, 2009 the Bank paid the first of the remaining 120 monthly installments and since then, the Bank has been paying the monthly installments as they accrue. On October 9, 2009, the Bank filed with the Tax Bureau of the City of Buenos Aires a request for the refund of the taxes paid with the prepayment above mentioned and the installments already paid. This petition included a reserve that the Bank may include in the complaint filed with the administrative authorities all the installments that have not yet accrued to the extent they are paid by the Bank.

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The Bank’s Management and tax and legal counsel estimate that the Bank made a reasonable interpretation of effective regulations regarding the observed periods.

The Bank’s Management does not expect an adverse financial impact in these respects.

5.	BREAKDOWN OF MAIN ITEMS AND ACCOUNTS

The breakdown of the items included under Other accounts which exceed 20% of the total amount of each item is as follows:

LOANS


	03-31-2010	12-31-2009

Loans granted to pre-finance and finance exports	1,594,613	1,762,203
Fixed-rate financial loans	928,621	979,912
Other	60,064	43,317

Total	2,583,298	2,785,432

b)	INVESTMENTS IN OTHER COMPANIES


In other non-controlled companies-unlisted	35,586	33,215
In controlled companies-supplementary activities	343,226	336,781
In non-controlled companies-supplementary activities	13,821	16,235

Total	392,633	386,231

c)	OTHER RECEIVABLES


Prepayments	56,432	53,144
Guarantee deposits	75,040	69,056
Miscellaneous receivables	89,612	133,651
Tax prepayments (1)	330,067	319,859
Other	24,056	8,900

Total	575,207	584,610

(1)	As of March 31, 2010 and the end of the previous fiscal year, it includes the deferred tax asset for 321,700 and 313,700 respectively (see note 4.1.).

d)	OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS


Collections and other operations for the account of third parties	359,813	314,732
Other withholdings and collections at source	158,115	172,743
Accounts payable for consumption	226,564	246,919
Money orders payable	121,552	102,347
Loans received from Argentine Technological Fund (FONTAR)	36,232	37,906
Loans received from Interamerican Development Bank (BID)	27,489	32,271
Pending Banelco debit transactions	14,370	27,407
Other	94,607	92,056

Total	1,038,742	1,026,381

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e)	OTHER LIABILITIES


	03-31-2010	12-31-2009

Accrued salaries and payroll taxes	118,731	169,654
Accrued taxes	196,516	153,589
Miscellaneous payables	103,445	110,029
Other	15,495	1,649

Total	434,187	434,921

f)	MEMORANDUM ACCOUNTS - DEBIT - CONTROL


Items in safekeeping	13,635,442	12,525,159
Collections items	356,115	285,311
Checks drawn on the Bank pending clearing	250,267	220,248
Checks not yet credited	1,104,276	919,380
Securities representative of investments in escrow on behalf of the Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine State	38,163,677	25,249,313
Other	63,815	85,691

Total	53,573,592	39,285,102

g)	SERVICE CHARGE INCOME


	03-31-2010	03-31-2009

Rental of safe-deposit boxes	11,435	7,423
Commissions for capital market transactions	4,049	1,165
Commissions for salary payment	1,850	1,796
Commissions for trust management	282	286
Commissions for hiring of insurances	30,096	28,765
Commissions for transportations of values	2,910	3,191
Commissions for loans and guaranties	7,078	3,497
Other	17,528	10,757

Total	75,228	56,880

h)	SERVICE CHARGE EXPENSE


Turn-over tax	16,360	14,009
Insurance paid on lease transactions	4,041	5,659
Other	2,027	1,074

Total	22,428	20,742

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i)	OTHER INCOME


	03-31-2010	03-31-2009

Deferred income tax (1)	8,000	128,310
Related parties expenses recovery	2,043	1,778
Rent	231	272
Income from the sale of fixed and miscellaneous assets	111	— , —
Other	2,546	3,588

Total	12,931	133,948

(1)	Offset with a charge for the same amount in “Charge for uncollectibility of other receivables and other allowances” account, under Other expense item.

6.	RESTRICTIONS ON ASSETS

As of March 31, 2010, there are Bank assets, which are restricted as follows:

The Government and Private Securities account includes 75,856 in Guaranteed Bonds maturing in 2018 and 60,000 in Federal Government Bocon PRO12, allocated to the guarantee required to act as custodian of investment securities related to Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine State.

The Bank appropriated loan funds of its active portfolio in an amount of 1,551 to secure debts with the BCRA.

The Bank appropriated BCRA Bills (Badlar), in an amount of 56,335 to secure loans arranged under the Credit Global Program given by the Interamerican Development Bank (B.I.D.).

7.	TRANSACTIONS WITH SUBSIDIARIES AND PARENT COMPANIES (ART. 33 OF LAW No. 19,550)

The balances as of March 31, 2009 and the end of the previous fiscal year, for transactions performed with subsidiaries and parents companies are as follows:


	Balance Sheet				Memorandum Accounts (1)
	Assets		Liabilities		Memorandum Accounts (1)
Company	2010	2009	2010	2009	2010	2009

BBVA S.A.	84,246	32,707	— , —	5,099	32,022	30,076
Francés Valores Sociedad de Bolsa S.A.	— , —	— , —	1,164	1,448	3,868	3,106
Consolidar A.R.T. S.A.	57	61	18,315	50,600	9,227	5,524
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)	1	40,418	11,111	15,010	86,549	128,428
Consolidar Cía. de Seguros de Retiro S.A.	5	8	1,322	1,210	52,337	25,403
Atuel Fideicomisos S.A.	— , —	— , —	2,992	3,009	— , —	— , —
BBVA Consolidar Seguros S.A.	45	6,330	1,787	1,906	2,538	5,229
PSA Finance Argentina Cía. Financiera S.A.	295,836	276,911	187	1,549	— , —	— , —
Rombo Cía. Financiera S.A.	124,278	90,486	355	7,260	55,000	15,000
Francés Administradora de Inversiones S.A. (2)	— , —	150	— , —	21,379	— , —	4,886
Consolidar Comercializadora S.A.	45	— , —	708	6,502	18,885	13,765
Inversora Otar S.A.	— , —	— , —	651	652	478,897	408,322

(1)	Includes Items in safekeeping, Credit lines granted (unused portion) covered by debtor classification regulations, Guaranties given covered by debtor classification regulations and Derivatives.

(2)	On February 11, 2010, BBVA Banco Francés S.A. sold its equity interest in Francés Administradora de Inversiones S.A. to Francés Valores Sociedad de Bolsa S.A.

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8.	BANK DEPOSITS GUARANTEE INSURANCE SYSTEM

The Bank is included in the Deposit Guarantee System established by Law 24,485, Regulatory Decrees No. 540/95, No. 1,292/96 and 1,127/98 and Communication “A” 2337 and BCRA’s complementary regulations.

Such law provided for the creation of the Company Seguros de Depósitos Sociedad Anónima (SEDESA) for purposes of managing the Deposit Guarantee Fund (DGF), whose shareholders, in accordance with the changes introduced by Decree No. 1,292/96, shall be the BCRA with one share as a minimum and the trustees of the trust created by the financial institutions in the proportion to be determined for each by the BCRA according to their contributions to the DGF.

That Company was incorporated in August 1995 and the Bank has a 12.3149% interest in its capital stock.

The Deposit Guarantee System, which is limited, compulsory and onerous, has been created for purposes of covering the bank deposit risks subsidiarily and complementarily to the deposit protection and privilege system established by the Financial Institutions Law.

The guarantee shall cover the repayment of principal disbursed plus interest accrued through the date of revoking of the authorization to operate or through the date of suspension of the institution through application of section 49 of the BCRA’s Charter provided that the latter had been adopted earlier than the former without exceeding the amount of pesos thirty thousand. Regarding operations in the name of two or more people, the guarantee shall be prorated between the holders. In no event shall the total guarantee per person exceed the abovementioned amount, whatever the number of accounts and/or deposits.

9.	TRUST ACTIVITIES

9.1. Financial Trusts

On January 5, 2001, the BCRA’s Board of Directors issued Resolution No. 19/01, providing for the exclusion of Mercobank S.A.’s senior liabilities under the terms of Section 35 bis of the Financial Institutions Law, the authorization to transfer the excluded assets to the Bank as trustee of the Diagonal Trust, and the authorization to transfer the excluded liabilities to beneficiary banks. Also, on the mentioned date, the agreement to set up the Diagonal Trust was subscribed by Mercobank S.A. as settle and the Bank as trustee in relation to the exclusion of assets as provided in the resolution abovementioned. The Bank entrusted Atuel Fideicomisos S.A. the management of collections and the realization of the corpus assets. As of March 31, 2010 and the end of the previous fiscal year, the assets of Diagonal Trust amount to 2,500 and 2,366, respectively, considering its recoverable value. In addition, as of March 31, 2010 and the end of the previous fiscal year the Bank has recorded the assets of Maginot Trust, whose book value amounts to 180 and 215, respectively. Such amounts are recorded in memorandum debit accounts “For trustee activities - Funds in trust”.

9.2. Non Financial Trusts

The Bank acts as trustee in 34 non financial trusts, and in no case being personally liable for the liabilities assumed in the performance of the contract obligations; such liabilities will be satisfied with and up to the full amount of the corpus assets and the proceeds therefrom. The non financial trusts concerned were set up to secure the receivables of several creditors (beneficiaries) and the trustee was entrusted the management, care, preservation and custody of the corpus assets until (i) the requirements to show the noncompliance with the obligations by the debtor (settler) vis-à-vis the creditors (beneficiaries) are met, moment at which such assets will be sold and the proceeds therefrom will be distributed (net of expenses) among all beneficiaries, the remainder (if any) being delivered to the settler, or (ii) all contract terms and conditions are complied with, in which case all the corpus assets will be returned to the settler or to whom it may indicate. The trust assets represent about 579,709 and 566,583 as of Mach 31, 2010 and the end of the previous fiscal year, respectively, consist of cash, creditors’ rights, real estate and shares.

10.

CORPORATE BONDS

On July 15, 2003, an Extraordinary Stockholders’ Meeting approved the setting up of a Program for the issuance and re-issuance of ordinary non-convertible Negotiable Obligations with ordinary guarantee, or such guarantees as may be decided by the Board of Directors, and unsecured Subordinated Negotiable Obligations, convertible or not into shares. During the life of the Program, which will be 5 (five) years, it shall be possible to issue and re-issue any number of series and/or classes of Negotiable Obligations as long as at all times the maximum amount in circulation after adding together all series and/or classes outstanding under the Program pending redemption does not exceed at any time US$ 300,000,000.

- 20 -

On April 26, 2007, the Ordinary and Extraordinary Stockholders’ Meeting delegated to the Board of Directors the authority to make certain amendments to the existing Negotiable Obligations Global Program such as: i) updating the Program so that it is governed by international terms and conditions, ii) existence of an international trustee in respect of one or more series representing the interests of investors, iii) drafting and execution of documentation in the English language and under foreign laws, including global and final securities, and payment agency, registrar, trust and underwriting agreements, as may be necessary, as well as the preparation of information documents for purposes of placement in international markets, including offering circulars and financial statements prepared in a foreign language.

As provided in the Negotiable Obligations Law and BCRA regulations, the proceeds would be applied to: (i) extension of mortgage loans for the purchase and renovation of housing and personal loans in Argentina; (ii) extension of corporate loans in Argentina for purposes of payment of working capital, investment in physical assets located in Argentina or refinancing of liabilities; and (iii) capital contributions in the Bank’s subsidiaries or related companies.

The Ordinary and Extraordinary Stockholders’ Meeting held on March 28, 2008 decided to extend (i) for the term of 5 years the life of the Negotiable Obligations Global Program approved by the Extraordinary Stockholders’ Meeting held on July 15, 2003 and by Resolution No. 14967 of the CNV issued on November 29, 2004 in accordance with the changes introduced by the Ordinary and Extraordinary Stockholders’ Meeting held on April 26, 2007 and (ii) for the term of 2 years the delegation to the Board of Directors and the authority to sub-delegate the delegated powers in accordance with the applicable regulations approved by Ordinary and Extraordinary Stockholders’ Meeting held on April 26, 2007.

As of the date of issuance of these financial statements, the Bank has not issued Corporate Bonds related to this Program.

11.

DERIVATIVE FINANCIAL INSTRUMENTS

Transactions as of March 31, 2010:

Interest rate swaps for 60,000 (Fixed Rate versus Badlar), maturing within a period not exceeding 2 years for which the Bank pays a variable amount in accordance with changes in the Badlar, Encuesta rate, and receives a fixed amount based on stated notional amounts; and interest rate swaps for 15,000 (Badlar versus Fixed Rate) maturing within a period not exceeding 2 years, for which the Bank pays a fixed amount and receives a variable amount based on the changes in the Badlar rate.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating an income as of the end of the period for 633.

The estimated market value of said instruments amounts to 2,263 (Assets). For market value estimation purposes, the variable and fixed as yet not matured future flows are discounted, with the swap value being the difference between the current value of the future flows receivable and the current value of the future flows payable.

As of the end of the period, the above transactions were recorded under “Memorandum debit accounts - From derivatives - Interest rate swap” for 75,000.

Interest rate swaps for 66,140 (Fixed Rate versus Badlar), with final maturity in September 2019, for which the Bank pays a variable amount in accordance with changes in the Badlar, “Encuesta rate”, and receives a fixed amount based on stated notional amounts.

Said transactions were consummated as hedge for potential volatility in the cash flows arising from certain financing deals attributable to changes in the designated benchmark interest rates and they have proven to be effective hedge for the risk mentioned.

instrument caused by changes in the benchmark interest rate would decrease as a result of having been offset with the changes in the cash flows arising from the hedge instrument.

- 21 -

As of the end of the period the above transactions were recorded under “Memorandum debit accounts - Derivatives - Interest rate SWAP” for 66,140.

Non-deliverable forward purchase and sale transactions in foreign currency payable in Pesos, maturing within a period not exceeding 1 year, for 2,659,735 and 2,159,659, which are recorded under “Memorandum debit accounts - Derivatives - “Notional” amount of non-deliverable forward transactions”, and “Memorandum credit accounts - Derivatives - “Notional” amount of non-deliverable forward transactions”, respectively.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.2.), generating loss as of the end of the period for 4,000.

Forward sales due to B.C.R.A. bills repurchase agreements for 110,579, which are recorded under “Other liabilities from financial transactions - Instruments to be delivered for spot and forward sales to be settled”.

These transactions have been valued in accordance with the description in note 2.3.g) generating 7,878 income as of the end of the period.

II.

Transactions as of December 31, 2009:

Interest rate swaps for 20,000 (Fixed Rate versus Badlar), maturing within a period not exceeding 2 years for which the Bank pays a variable amount in accordance with changes in the Badlar, Encuesta rate, and receives a fixed amount based on stated notional amounts; and interest rate swaps for 15,000 (Badlar versus Fixed Rate) maturing within a period not exceeding 2 years, for which the Bank pays a fixed amount and receives a variable amount based on the changes in the Badlar rate.

These transactions have been valued in accordance with the mechanism described in note 2.3.n.1.) generating a loss as of the end of the fiscal year for 1,704.

The estimated market value of said instruments amounts to 147 (Assets). For market value estimation purposes, the variable and fixed as yet not matured future flows are discounted, with the swap value being the difference between the current value of the future flows receivable and the current value of the future flows payable.

As of the end of the fiscal year, the above transactions were recorded under “Memorandum debit accounts - From derivatives - Interest rate swap” for 35,000.

Interest rate swaps for 67,697 (Fixed Rate versus Badlar), with final maturity in September 2019, for which the Bank pays a variable amount in accordance with changes in the Badlar, “Encuesta rate”, and receives a fixed amount based on stated notional amounts.

The aim pursued by risk management consists in reducing exposure to changes in cash flows arising from financing deals. Thanks to the hedge established, changes in the cash flows arising from the underlying instrument caused by changes in the benchmark interest rate would decrease as a result of having been offset with the changes in the cash flows arising from the hedge instrument.

As of the end of the fiscal year the above transactions were recorded under “Memorandum debit accounts - Derivatives - Interest rate SWAP” for 67,697.

Non-deliverable forward purchase and sale transactions in foreign currency payable in Pesos, maturing within a period not exceeding 1 year, for 1,940,035 and 2,195,093, which are recorded under “Memorandum debit accounts - Derivatives - “Notional” amount of non-deliverable forward transactions”, and “Memorandum credit accounts - Derivatives - “Notional” amount of non-deliverable forward transactions”, respectively.

- 22 -

These transactions have been valued in accordance with the mechanism described in note 2.3.n.2.), generating income as of the end of the fiscal year for 95,114.

Forward sales due to national government securities repurchase agreements for 76,024, which are recorded under “Other liabilities from financial transactions - Instruments to be delivered for spot and forward sales to be settled”.

These transactions have been valued in accordance with the description in note 2.3.g) generating 78,541 income as of the end of the fiscal year.

12.

COMPLIANCE WITH CNV REQUIREMENTS

12.1 Compliance with the requirements to act as agent in the Over-the-counter Market

As of March 31, 2010, the Bank’s Stockholders’ Equity exceeds the minimum requested to act as agent in the over-the-counter market, according to Resolutions No. 368/01 and 489/06 of the CNV.

12.2 Investment Funds custodian

As of March 31, 2010 and the end of the previous fiscal year, in its capacity of Investment Funds custodian of “FBA Acciones Globales”, “FBA Total”, “FBA Renta”, “FBA Renta Pesos”, “FBA Europa”, “FBA Renta Dólares”, “FBA Bonos”, “FBA Calificado”, “FBA Ahorro Dólares”, “FBA Renta Fija”, “FBA Ahorro Pesos”, “FBA Renta Corto Plazo”, “FBA Horizonte”, “FBA Internacional”, “FBA EEUU”, “FBA Renta Premium”, “FBA Acciones Latinoamericanas”, “FBA Bonos Argentina”, “FBA Brasil”, “FBA México”, “FBA Commodities”, “FBA Acciones Argentinas” and “FBA Bonos Globales” administrated by Francés Administradora de Inversiones S.A. Sociedad Gerente, the Bank holds certificates of deposits, shares, corporate bonds, government securities, indexes, tax-credit certificates, securities issued by the Argentine Central Bank, investments financial trust certificates, Cedears and ADRS in safekeeping in the amount of 890,598 and 947,861, respectively, all of which making up the Fund’s portfolio and booked in memorandum accounts “Debit-Control - Other”.

The Investment Funds’ equities are as follows:


	EQUITIES
INVESTMENT FUND	03-31-2010	12-31-2009
FBA Acciones Globales	73,287	73,127
FBA Total	15,004	14,856
FBA Renta	14,137	13,703
FBA Renta Pesos	933,686	1,167,950
FBA Renta Dólares	4,320	4,276
FBA Bonos	13,569	13,740
FBA Calificado	85,111	81,142
FBA Internacional	562	544
FBA Ahorro Dólares	11,512	11,372
FBA Renta Fija	14,768	15,153
FBA Ahorro Pesos	137,574	182,545
FBA Renta Premium	7,858	7,976
FBA Europa	3,212	3,161
FBA Horizonte	24,765	20,320
FBA EEUU	3,722	3,156
FBA Renta Corto Plazo	573	562
FBA Acciones Latinoamericanas	28,708	27,571
FBA Bonos Argentina	4,006	3,649
FBA Brasil	50,570	47,117
FBA México	1,027	982
FBA Commodities	54	53
FBA Acciones Argentinas	495	471
FBA Bonos Globales	60	57

Total	1,428,580	1,693,483

- 23 -

13.

RESTRICTION ON EARNINGS DISTRIBUTIONS

On April 30, 2010, the Ordinary and Extraordinary Shareholders’ Meeting was held, approving the allocation of earnings as follows:

•

To Statutory Reserve: 143,692

•

To cash dividends: 480,000 (*)

•

To Unappropriated earnings: 94,770

(*)	Conditional upon the approval by B.C.R.A. See sub-paragraph b) below.

In accordance with Communication “A” 4664, issued on May 11, 2007, as amended and supplemented, of “Distribution of Income” of the BCRA, for purposes of calculating the earnings subject to distribution, off-balance sheet deductions must be performed from the Unappropriated retained earnings as set forth in point 2.1 of said Communication. In addition, the authorization of the Superintendent of Financial and Exchange Institutions shall be required in order to verify that the procedure established in said resolution for earnings distribution has been properly applied. As of the date of issuance of these financial statements, B.C.R.A has not yet handed down a decision on the filings made by the Entity in connection with the distribution of dividends for fiscal year 2009.

14.

ACCOUNTS REFLECTING COMPLIANCE WITH MINIMUM CASH

The following are the items computed for Compliance with Minimum Cash Requirements according to the regulations of the BCRA, with their corresponding balances as of March 31, 2010:


COMPUTABLE COMPLIANCE IN PESOS
Cash		638,747
Special Guarantee Accounts		123,020
BCRA Checking Account		1,134,350
Cash in valuables’ transportation		269,076
Special Social Security accounts		36,179
Franchises		177,988

TOTAL		2,379,360


COMPUTABLE COMPLIANCE IN US DOLLARS (Stated in Pesos)
Cash		255,560
BCRA Checking Account		2,604,275
Cash in transit		2,645
Cash in valuables’ transportation		51,185

TOTAL		2,913,665


COMPUTABLE COMPLIANCE IN EUROS (Stated in Pesos)
Cash		47,254
BCRA Checking Account		51,769
Cash in transit		34
Cash in valuables’ transportation		8,667

TOTAL		107,724

- 24 -

15.

STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW

The Statements of Cash and cash equivalents flow explains the changes in cash and cash equivalents. For such purpose, a detail is supplied of the items that the Bank considers to be cash and cash equivalents:


	03-31-10	12-31-09	03-31-09	12-31-08

a) Cash and due from banks	5,415,474	5,160,260	6,436,650	4,235,741

b) Goverment securities held for trading or financial transactions	48,274	8,352	93,935	1,461

c) Loans to financial sectors, calls granted maturity date less than three months as from the end of the period or fiscal year	136,078	104,930	137,915	171,520


CASH AND CASH EQUIVALENTS	5,599,826	5,273,542	6,668,500	4,408,722

Items b) and c) are considered to be cash equivalents because they are held in order to meet short-term commitments, they are easily convertible in known cash amounts, they are subject to negligible changes in value and their maturity is less than three months as from the period or fiscal year date.

16.

PUBLICATION OF THE FINANCIAL STATEMENTS

As provided by Communication “A” 760, the previous intervention of the BCRA is not required for the publication of these financial statements.

17.

ACCOUNTING PRINCIPLES - EXPLANATION ADDED FOR TRANSLATION INTO ENGLISH

These financial statements are presented on the basis of the accounting standards of the BCRA and, except for the effect of the matters mentioned in note 3 to the stand - alone financial statements and note 2 to the consolidated financial statements, in accordance with generally accepted accounting principles in Argentina. Certain accounting practices applied by the Bank that conform with the standards of the BCRA and with generally accepted accounting principles in Argentina may not conform with the generally accepted accounting principles in other countries.

The effects of the differences, if any, between generally accepted accounting principles in Argentina and the generally accepted accounting principles in the countries in which the financial statements are to be used have not been quantified. Accordingly, they are not intended to present financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the countries of the users of the financial statements, other than Argentina.

- 25 -

EXHIBIT A

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


		Holding
Description	ID Caja de Valores	Market value	Book balance as of 03-31-2010	Book balance as of 12-31-2009	Position without options	Final position

GOVERNMENT SECURITIES

Holdings for trading or financial transactions

Local
In pesos
Bocon PRE 9	2429	10,567	10,567		10,567	10,567
Secured Bonds due 2018	2405	7,414	7,414		9,100	9,100
Other		6,307	6,307		7,831	7,831

Subtotal in pesos			24,288	7,774	27,498	27,498

In foreign currency
Federal Government Bonds in US Dollars 7% P.A. due 2015	5433	23,372	23,372		23,601	23,601
Other		614	614		886	886

Subtotal in foreign currency			23,986	68,828	24,487	24,487

Subtotal in Holdings for trading or financial Transactions			48,274	76,602	51,985	51,985


Holdings available for sale

Local
In pesos
Secured Bonds due 2018	2405	76,944	76,944		76,944	76,944
Bocon PRO 12	2449	155,157	155,157		155,157	155,157
Federal Government Bond in Pesos Badlar + 275 pb due 2014	5439	29,855	29,855		29,855	29,855

Subtotal in pesos			261,956	266,191	261,956	261,956

In foreign currency
Federal Government Bonds in US Dollars 7% P.A. due 2015	5433	85,876	85,876		85,876	85,876

Subtotal in foreign currency			85,876	84,405	85,876	85,876

Subtotal in Holdings available for sale			347,832	350,596	347,832	347,832

Unlisted government securities (1)

Local
In pesos
Secured Bonds due 2020	2423		1,031,801		1,031,801	1,031,801
Federal Government Bonds in Pesos Badlar + 275 pb due 2014 (2)	5439		870,783		870,783	870,783
Federal Government Bond in Pesos Badlar + 350 pb due 2013	5438		14,257		14,257	14,257
Other			228		228	228

Subtotal in pesos			1,917,069	1,961,021	1,917,069	1,917,069

In foreign currency
Other			21		21	21

Subtotal in foreign currency			21	19	21	21


Subtotal Unlisted government securities			1,917,090	1,961,040	1,917,090	1,917,090

(1)	Allowances are maintained for unlisted Government securities (See Exhibit J)

(2)	Holdings received in exchange for secured loans

- 26 -

EXHIBIT A

(Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


		Holding
Description	ID Caja de Valores	Market value	Book balance as of 03-31-2010	Book balance as of 12-31-2009	Position without options	Final position

Instruments issued by the BCRA

BCRA Bills
Listed – Own portfolio
Argentine Central Bank Internal Bills due 05-12-10	46065	4,939	4,939		4,939	4,939
Other		880	880		880	880

Subtotal own portfolio			5,819	7,219	5,819	5,819

Repurchase transactions
Argentine Central Bank Internal Bills due 09-29-10	46004	110,579	110,579		— , —	— , —

Subtotal repurchase transactions			110,579	— , —	— , —	— , —

Unlisted – Own portfolio
Argentine Central Bank Internal Bills due 06-30-10	46045		435,932		435,932	435,932
Argentine Central Bank Internal Bills due 12-01-10	46060		334,202		334,202	334,202
Argentine Central Bank Internal Bills due 11-03-10	46052		276,459		276,459	276,459
Argentine Central Bank Internal Bills due 04-28-10	46044		247,859		247,859	247,859
Argentine Central Bank Internal Bills due 05-04-11	46053		214,100		214,100	214,100
Argentine Central Bank Internal Bills due 08-11-10	46046		199,929		199,929	199,929
Argentine Central Bank Internal Bills due 05-19-10	46059		173,083		173,083	173,083
Argentine Central Bank Internal Bills due 01-19-11	46077		148,679		148,679	148,679
Argentine Central Bank Internal Bills due 06-23-10	46027		121,102		121,102	121,102
Argentine Central Bank Internal Bills due 04-21-10	45949		101,838		101,838	101,838
Argentine Central Bank Internal Bills due 03-16-11	46076		101,548		101,548	101,548
Argentine Central Bank Internal Bills due 07-28-10	46074		95,976		95,976	95,976
Argentine Central Bank Internal Bills due 05-26-10	46062		78,936		78,936	78,936
Other			65,483		65,483	65,483

Subtotal own portfolio			2,595,126	2,123,935	2,595,126	2,595,126

Available for sale
Argentine Central Bank Internal Bills due 05-12-10	46065	245,976	245,976		245,976	245,976
Argentine Central Bank Internal Bills due 04-14-10	46058	104,228	104,228		104,228	104,228
Argentine Central Bank Internal Bills due 06-16-10	46068	48,872	48,872		48,872	48,872

Subtotal available for sale			399,076	205,583	399,076	399,076


BCRA Notes
Listed – Own portfolio

Subtotal own portfolio			— , —	68,739	— , —	— , —

Unlisted – Own portfolio
Argentine Central Bank Internal Bills (Badlar) due 04-21-10	45951		41,547		41,547	41,547
Argentine Central Bank Bills due 04-21-10	45873		27,524		27,524	27,524
Argentine Central Bank Bills due 05-18-11	45879		20,514		20,514	20,514

Subtotal own portfolio			89,585	696,855	89,585	89,585

Available for sale

Subtotal available for sale			— , —	83,996	— , —	— , —


Subtotal instruments issued by the BCRA			3,200,185	3,186,327	3,089,606	3,089,606

TOTAL GOVERNMENT SECURITIES			5,513,381	5,574,565	5,406,513	5,406,513

- 27 -

EXHIBIT A

(Contd.)

DETAIL OF GOVERNMENT AND PRIVATE SECURITIES

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


		Holding
Description	ID Caja de Valores	Market value	Book balance as of 03-31-2010	Book balance as of 12-31-2009	Position without options		Final position

INVESTMENTS IN LISTED PRIVATE SECURITIES

Other debt instruments
Local
In foreign currency

Cablevisión Corporate Bonds	40086	5	5		5		5
Telefónica de Argentina Corporate Bonds	40146	125	125		125		125
Petrobrás Energía Corporate Bonds	40668	80	80		80		80
Other			— , —		(27	)	(27	)

Subtotal in foreign currency			210	201	183		183


Subtotal Other debt instruments			210	201	183		183


Other Equity instruments
Local
In pesos
Petrobras	41902	31	31		— , —		— , —
Other		8	8		(67	)	(67	)

Subtotal in pesos			39	— , —	(67	)	(67	)


From abroad
In foreign currency
Siliconn		41	41		41		41
Other		21	21		21		21

Subtotal in foreign currency			62	46	62		62


Subtotal Equity instruments			101	46	(5	)	(5	)


TOTAL INVESTMENTS IN LISTED PRIVATE SECURITIES			311	247	178		178


TOTAL GOVERNMENT AND PRIVATE SECURITIES			5,513,692	5,574,812	5,406,691		5,406,691

- 28 -

EXHIBIT B

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	12-31-2009

COMMERCIAL PORTFOLIO

Normal performance	6,813,279	6,764,412

Preferred collaterals and counter guaranty “A”	79,909	78,777
Preferred collaterals and counter guaranty “B”	65,632	72,781
Without senior security or counter guaranty	6,667,738	6,612,854

With special follow-up	43,490	34,226

Under observation
Preferred collaterals and counter guaranty “B”	733	733
Without senior security or counter guaranty	42,757	33,493

With high risk of uncollectibility	2,970	1,951


Without senior security or counter guaranty	2,970	1,951

Uncollectible	3,827	4,903

Preferred collaterals and counter guaranty “B”	1,650	1,650
Without senior security or counter guaranty	2,177	3,253

Total	6,863,566	6,805,492

- 29 -

EXHIBIT B

(Contd.)

CLASSIFICATION OF FINANCING FACILITIES BY CATEGORIES

AND GUARANTIES RECEIVED AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010	12-31-2009

CONSUMER AND HOUSING PORTFOLIO

Normal performance	4,849,448	4,762,534

Preferred collaterals and counter guaranty “A”	9,140	9,554
Preferred collaterals and counter guaranty “B”	767,071	778,794
Without senior security or counter guaranty	4,073,237	3,974,186

Low risk	46,182	46,902

Preferred collaterals and counter guaranty “B”	4,153	4,650
Without senior security or counter guaranty	42,029	42,252

Medium risk	43,331	43,925

Preferred collaterals and counter guaranty “B”	1,657	1,925
Without senior security or counter guaranty	41,674	42,000

High risk	53,363	62,384

Preferred collaterals and counter guaranty “B”	1,348	1,315
Without senior security or counter guaranty	52,015	61,069

Uncollectible	2,685	1,697

Preferred collaterals and counter guaranty “B”	1,261	791
Without senior security or counter guaranty	1,424	906

Uncollectible, classified as such under regulatory requirements	158	185

Without senior security or counter guaranty	158	185

Total	4,995,167	4,917,627

General Total (1)	11,858,733	11,723,119

(1)

Items included: Loans (before allowances and difference arising from purchase of portfolio); Other receivables from financial transactions: Unlisted corporate bonds, Other receivables covered by debtor classification regulations, Interest accrued and pending collection covered by debtor classification regulations; Assets subject to financial leasing (before allowances); Memorandum accounts - Credit - Contingent: Credit lines granted (unused portion) covered by debtor classification regulations, Other guaranties given covered by debtor classification regulations and Other covered by debtor classification regulations.

- 30 -

EXHIBIT C

FINANCING FACILITIES CONCENTRATION

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010			12-31-2009
Number of clients	Outstanding balance	% of total portfolio		Outstanding balance	% of total portfolio

10 largest clients	2,322,942	19.59	%	2,449,242	20.89	%

50 next largest clients	2,246,316	18.94	%	2,254,013	19.23	%

100 following clients	964,810	8.14	%	910,402	7.77	%

Remaining clients	6,324,665	53.33	%	6,109,462	52.11	%

Total (1)	11,858,733	100.00	%	11,723,119	100.00	%

(1)	See (1) in Exhibit B.

- 31 -

EXHIBIT D

BREAKDOWN BY FINANCING TERMS AS OF MARCH 31, 2010

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


		Term remaining to maturity
Description	Past-due portfolio	1 month	3 months	6 months	12 months	24 months	More than 24 months	Total

Government sector	— , —	— , —	76,026	— , —	75,559	151,300	30,984	333,869

Financial sector	— , —	172,837	146,377	79,228	111,190	148,985	18,070	676,687

Non financial private sector and residents abroad	27,197	3,469,820	1,461,843	1,308,693	2,028,176	943,737	1,608,711	10,848,177


TOTAL	27,197	3,642,657	1,684,246	1,387,921	2,214,925	1,244,022	1,657,765	11,858,733	(1)

(1)	See (1) in Exhibit B.

- 32 -

EXHIBIT E

DETAIL OF INVESTMENTS IN OTHER COMPANIES

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


									Information about the issuer
Concept		Shares				Amount				Data from last published financial statements
Identification	Description	Class	Unit face value		Votes per share	Number	03-31-2010	12-31-2009	Main business	Period /Fiscal year end	Capital stock	Stockholders’ equity	Net income for the period / fiscal year
	FINANCIAL INSTITUTIONS, SUPPLEMENTARY AND AUTHORIZED

	Controlled										thousand of pesos

	Local

33642192049	Francés Valores Sociedad de Bolsa S.A.	Common	$	500	1	12,137	8,763	7,876	Stockholder	03-31-2010	6,390	9,227	933
30663323926	Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)	Common	$	1	1	35,425,947	21,742	31,334	Pensions fund manager	03-31-2010	65,739	40,345	(53,541	)

30678574097	Consolidar Cía. de Seguros de Retiro S.A.	Common	$	1	1	32,274,350	276,618	262,524	Insurance company	03-31-2010	48,745	417,788	63,175

30707847367	PSA Finance Arg. Cía Financiera S.A.	Common	$	1,000	1	26,089	56,418	51,976	Financial institution	03-31-2010	52,178	112,836	8,884

30692274403	Atuel Fideicomisos S.A.	Common	$	1	1	13,100,000	36,103	35,047	Trust Manager	03-31-2010	13,100	36,103	1,054

		Subtotal controlled					399,644	388,757


	Non controlled

	Local

33707124909	Rombo Cía. Financiera S.A.	Common	$	1,000	1	24,000	48,671	50,518	Financial Institution	03-31-2010	60,000	121,679	6,265

30598910045	Visa Argentina S.A	Common	$	1	1	1,428,821	5,728	5,888	Services to companies	05-31-2009	15,000	152,041	317
30604796357	Banelco S.A.	Common	$	1	1	2,574,907	7,234	6,612	Information services	06-30-2009	23,599	60,532	7,694
	Other						859	3,735

	Foreign
	Other						976	956

		Subtotal noncontrolled					63,468	67,709

		Total in financial institutions, supplementary and authorized					463,112	456,466


	IN OTHER COMPANIES

	Non controlled

	Local

30685228501	Consolidar ART S.A.	Common	$	1	1	9,710,451	25,446	22,909	Workers compensation	03-31-2010	77,684	203,566	20,398
30500064230	BBVA Consolidar Seguros S.A.	Common	$	1	1	1,301,847	10,087	10,254	Insurance	03-31-2010	10,651	93,213	(2,116	)

	Foreign

	Other						53	52

		Subtotal non controlled					35,586	33,215

		Total in other companies					35,586	33,215

		Total investments in other companies					498,698	489,681

- 33 -

EXHIBIT F

MOVEMENT OF PREMISES AND EQUIPMENT AND OTHER ASSETS

FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2010 AND

THE FISCAL YEAR ENDED DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


Description	Net book value at beginning of fiscal year	Additions	Transfers		Decreases	Depreciation for the period		Net book value at 03-31-2010	Net book value at 12-31-2009
Description	Net book value at beginning of fiscal year	Additions	Transfers		Decreases	Years of useful life	Amount	Net book value at 03-31-2010	Net book value at 12-31-2009

PREMISES AND EQUIPMENT

Real Estate	347,623	8,270	— , —		34	50	3,541	352,318	347,623
Furniture and Facilities	63,072	8,781	— , —		198	10	2,340	69,315	63,072
Machinery and Equipment	70,167	16,024	— , —		— , —	5	7,238	78,953	70,167
Automobiles	1,699	180	— , —		18	5	149	1,712	1,699

Total	482,561	33,255	— , —		250		13,268	502,298	482,561


OTHER ASSETS

Works of Art	983	— , —	— , —		— , —	— , —	— , —	983	983
Leased assets	5,764	— , —	(1,691	)	— , —	50	21	4,052	5,764
Property taken as security for loans	5,005	— , —	3		— , —	50	18	4,990	5,005
Stationery and office supplies	3,461	2,295	— , —		1,840	— , —	— , —	3,916	3,461
Other	11,262	— , —	1,688		1,076	50	64	11,810	11,262

Total	26,475	2,295	— , —		2,916		103	25,751	26,475

- 34 -

EXHIBIT G

MOVEMENT OF INTANGIBLE ASSETS FOR THE THREE MONTH PERIOD

ENDED MARCH 31, 2010 AND THE FISCAL YEAR ENDED DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


Description	Net book value at beginning of fiscal year	Additions	Decreases	Amortization for the period		Net book value at 03-31-2010	Net book value at 12-31-2009
Description	Net book value at beginning of fiscal year	Additions	Decreases	Years of useful life	Amount	Net book value at 03-31-2010	Net book value at 12-31-2009

Organization and Development expenses (1)	55,091	15,256	138	1 & 5	5,183	65,026	55,091

Organization and development non-deductible expenses	— , —	7,244	— , —	— , —	7,244	— , —	— , —


Total	55,091	22,500	138		12,427	65,026	55,091

(1)	This caption mainly includes costs from information technology projects and leasehold improvements.

- 35 -

EXHIBIT H

CONCENTRATION OF DEPOSITS

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	03-31-2010			12-31-2009
Number of clients	Outstanding balance	% of total portfolio		Outstanding balance	% of total portfolio

10 largest clients	1,826,022	9.82	%	1,802,824	9.81	%

50 next largest clients	1,332,745	7.17	%	1,155,962	6.29	%

100 following clients	1,160,007	6.24	%	1,082,752	5.89	%

Remaining clients	14,267,992	76.77	%	14,332,369	78.01	%


TOTAL	18,586,766	100.00	%	18,373,907	100.00	%

- 36 -

EXHIBIT I

BREAKDOWN OF MATURITY TERMS OF DEPOSITS,

OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS AND

SUBORDINATED CORPORATE BONDS

AS OF MARCH 31, 2010

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	Terms remaining to maturity
Description	1 month	3 months	6 months	12 months	24 months	More than 24 months	Total

Deposits	15,958,968	1,995,782	405,895	218,327	7,794	— , —	18,586,766


Other liabilities from financial transactions

Argentine Central Bank (BCRA)	2,621	— , —	— , —	— , —	— , —	— , —	2,621

Banks and International Institutions	6,180	19,942	6,818	1,357	3,876	— , —	38,173

Financing received from Argentine financial institutions	2,671	484	— , —	429	863	1,155	5,602

Other	977,853	5,958	8,277	13,936	21,059	11,659	1,038,742


Total	989,325	26,384	15,095	15,722	25,798	12,814	1,085,138


TOTAL	16,948,293	2,022,166	420,990	234,049	33,592	12,814	19,671,904

- 37 -

EXHIBIT J

MOVEMENT OF ALLOWANCES FOR THE THREE MONTH PERIOD ENDED

MARCH 31, 2010 AND THE FISCAL YEAR ENDED DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


				Decreases		Book value
Description	Book value at beginning of fiscal year	Increases (6)		Reversals	Applications	03-31-2010	12-31-2009
DEDUCTED FROM ASSETS
Government securities
– For impairment value	449,923	21,165	(5)	62,374	— , —	408,714	449,923

Loans
– Allowance for doubtful loans	329,959	29,551	(1)	— , —	31,708	327,802	329,959

Other receivables from financial transactions
– Allowance for doubtful receivables	21,327	8,052	(1)	60	— , —	29,319	21,327

Assets subject to financial leasing
– Allowance for doubtful receivables	5,428	1	(1)	782	— , —	4,647	5,428

Investments in other companies
– For impairment value (3)	4	— , —		— , —	— , —	4	4

Other receivables
– Allowance for doubtful receivables (2)	337,940	9,164		— , —	60	347,044	337,940

Total	1,144,581	67,933		63,216	31,768	1,117,530	1,144,581

LIABILITIES-ALLOWANCES

– Contingents commitments (1)	428	2		— , —	1	429	428

– Other contingencies	318,036	12,583	(4)	— , —	2,935	327,684	318,036

Total	318,464	12,585		— , —	2,936	328,113	318,464

(1)	Recorded in compliance with the provisions of Communication “A” 3918, as supplemented, of the BCRA, taking into account note 2.3.f).

(2)	Includes mainly the potential loan loss risk arising from the amounts booked as Miscellaneous receivables relating to the petitions for the protection of constitutional rights (Amparos) paid and the deferred tax asset (See note 4.1)

(3)	Recorded, to recognize the estimated impairment in AIG Latin American Fund’s equity as of March 31, 2010.

(4)	Recorded to cover possible contingencies that were not considered in other accounts (court orders corresponding to petitions for protection of civil rights, labor, commercial and other lawsuits) (note 2.3.q).

(5)	Recorded in compliance with the provisions of Communication “A” 4084 of the BCRA

(6)	Includes exchange differences generated as allowances in foreign currency, booked in the “Financial income - Gold and foreign currency exchange difference” account, as follow:


–	Government and Private Securities	1
–	Loans	513
–	Other receivables from financial transactions	18
–	Investments in other companies	1
–	Other receivables	148

- 38 -

EXHIBIT K

CAPITAL STRUCTURE AS OF MARCH 31, 2010

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -

SHARES

CAPITAL STOCK

Class

Quantity

Votes per

Issued

Pending

issuance or

share

Outstanding

In portfolio

distribution

Paid in

Common

536,361,306

536,316

— , —

45(1)

536,361(2)

(1)	Shares issued and available to stockholders but not as yet withdrawn.

(2)	Fully registered with the Public Registry of Commerce (See note 1.2.).

- 39 -

EXHIBIT L

FOREIGN CURRENCY BALANCES AS OF

MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

-Stated in thousands of pesos


Accounts			03-31-2010				12-31-2009
		Total of the period (per type of currency)
	Total of the period	Euro	US Dollars	Pounds Sterling	Yen	Other	Total of the fiscal year
ASSETS

Cash and due from banks	3,333,737	114,494	3,211,522	760	148	6,813	3,123,009
Government and private securities	110,155	— , —	110,155	— , —	— , —	— , —	153,499
Loans	1,793,582	210	1,793,372	— , —	— , —	— , —	1,917,836
Other receivables from financial transactions	214,242	77,718	136,524	— , —	— , —	— , —	164,442
Assets subject to financial leasing	2,614	— , —	2,614	— , —	— , —	— , —	2,771
Investments in other companies	1,029	— , —	1,029	— , —	— , —	— , —	1,008
Other receivables	47,217	1,879	45,338	— , —	— , —	— , —	53,282
Suspense items	133	— , —	133	— , —	— , —	— , —	113

TOTAL	5,502,709	194,301	5,300,687	760	148	6,813	5,415,960


LIABILITIES
Deposits	4,522,576	94,438	4,428,138	— , —	— , —	— , —	4,546,189
Other liabilities from financial transactions	632,806	84,855	546,997	206	17	731	553,718
Other liabilities	29,336	18,876	10,342	118	— , —	— , —	23,820
Suspense items	491	— , —	491	— , —	— , —	— , —	472

TOTAL	5,185,209	198,169	4,985,968	324	17	731	5,124,199

MEMORANDUM ACCOUNTS

Debit accounts (except contra debit accounts)
Contingent	98,869	— , —	98,869	— , —	— , —	— , —	85,059
Control	16,379,211	11,162	16,365,848	— , —	75	2,126	8,825,463

TOTAL	16,478,080	11,162	16,464,717	— , —	75	2,126	8,910,522

Credit accounts (except contra credit accounts)
Contingent	375,354	— , —	375,354	— , —	— , —	— , —	265,342
Control	65,973	— , —	65,973	— , —	— , —	— , —	44,495

TOTAL	441,327	— , —	441,327	— , —	— , —	— , —	309,837

- 40 -

EXHIBIT N

ASSISTANCE TO RELATED CLIENTS AND AFFILIATES

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


	Status
Concept	Normal	In potential risk / Low risk	Nonperforming / Medium risk		With high risk of uncollectibility / High risk		Uncollectible	Classified uncollectible as such under regulatory requirements	Total
Concept	Normal	In potential risk / Low risk	Not yet matured	Past-due	Not yet matured	Past-due	Uncollectible		03-31-2010	12-31-2009

1. Loans	569,350	— , —	— , —	— , —	— , —	— , —	— , —	— , —	569,350	515,171

- Overdraft	1,056	— , —	— , —	— , —	— , —	— , —	— , —	— , —	1,056	9,532

Without senior security or counter guaranty	1,056	— , —	— , —	— , —	— , —	— , —	— , —	— , —	1,056	9,532

- Discounted Instruments	— , —	— , —	— , —	— , —	— , —	— , —	— , —	— , —	— , —	1,047

Without senior security or counter guaranty	— , —	— , —	— , —	— , —	— , —	— , —	— , —	— , —	— , —	1,047

- Real Estate Mortgage and Collateral Loans	8,500	— , —	— , —	— , —	— , —	— , —	— , —	— , —	8,500	9,797

Other collaterals and counter guaranty “B”	8,500	— , —	— , —	— , —	— , —	— , —	— , —	— , —	8,500	9,797

- Consumer	274	— , —	— , —	— , —	— , —	— , —	— , —	— , —	274	63

Without senior security or counter guaranty	274	— , —	— , —	— , —	— , —	— , —	— , —	— , —	274	63

- Credit Cards	971	— , —	— , —	— , —	— , —	— , —	— , —	— , —	971	845

Without senior security or counter guaranty	971	— , —	— , —	— , —	— , —	— , —	— , —	— , —	971	845

- Other	558,549	— , —	— , —	— , —	— , —	— , —	— , —	— , —	558,549	493,887

Without senior security or counter guaranty	558,549	— , —	— , —	— , —	— , —	— , —	— , —	— , —	558,549	493,887

2. Other receivables from financial transactions	10,291	— , —	— , —	— , —	— , —	— , —	— , —	— , —	10,291	8,021

3. Assets subject to financial leasing	364	— , —	— , —	— , —	— , —	— , —	— , —	— , —	364	66

4. Contingent commitments	69,053	— , —	— , —	— , —	— , —	— , —	— , —	— , —	69,053	42,699

5. Investments in other companies and private securities	187,338	— , —	— , —	— , —	— , —	— , —	— , —	— , —	187,338	205,842

Total	836,396	— , —	— , —	— , —	— , —	— , —	— , —	— , —	836,396	771,799


Total Allowances	5,777	— , —	— , —	— , —	— , —	— , —	— , —	— , —	5,777	5,233

- 41 -

EXHIBIT O

FINANCIAL DERIVATIVES INSTRUMENTS

AS OF MARCH 31, 2010

(Translation of financial statements originally issued in Spanish - See note 17)

- Stated in thousands of pesos -


Type of contract	Purpose of transactions	Underlying asset	Type of Settlement	Traded at / Counterparty	Weighted average term as originally agreed (months)	Weighted average residual term (months)	Weighted average term for difference settlements (days)	Amount

Swaps	Financial transactions – own account	—	Upon expiration of differences	Residents in Argentina – Financial sector	18	10	53	75,000

Swaps	Interest rate hedge	—	Upon expiration of differences	Residentes in Argentina – Non - financial sector	121	114	14	66,140

Repurchase agreements	Financial transactions – own account	Other	Upon expiration of differences	Residents in Argentina – Financial sector	1	1	1	110,579

Futures	Financial transactions – own account	Other	Upon expiration of differences	MAE	3	2	1	508

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	ROFEX	8	5	1	1,086,047

Futures	Financial transactions – own account	Foreign currency	Upon expiration of differences	MAE	9	5	1	3,732,839

TOTAL								5,071,113

- 42 -

CONSOLIDATED BALANCE SHEETS AS OF

MARCH 31, 2010 AND DECEMBER 31, 2009

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	03-31-2010	12-31-2009
ASSETS:
A. CASH AND DUE FROM BANKS:
Cash	1,278,218	1,357,066
Due from banks and correspondents	4,153,987	3,898,346

Argentine Central Bank (BCRA)	3,828,201	3,723,387
Other local	3,358	34,144
Foreign	322,428	140,815

	5,432,205	5,255,412

B. GOVERNMENT AND PRIVATE SECURITIES (note 9.a):
Holdings in investment accounts	1,150,360	1,334,763
Holdings for trading or financial transactions	634,710	488,176
Government Securities for repurchase agreements with the BCRA	— , —	68,250
Holdings available for sale	746,908	640,175
Unlisted Government Securities	1,917,096	1,961,046
Instruments issued by the BCRA	2,999,177	2,953,144
Investments in listed private securities	117,534	218,605
Less: Allowances	408,718	449,927

	7,157,067	7,214,232

C. LOANS:
To government sector (Exhibit 1)	1,440,806	1,400,243
To financial sector (Exhibit 1)	488,014	384,331

Interfinancial – (Calls granted)	20,000	61,000
Other financing to local financial institutions	426,945	289,367
Interest and listed-price differences accrued and pending collection	41,069	33,964
To non financial private sector and residents abroad (Exhibit 1)	10,343,089	10,305,001

Overdraft	1,648,419	1,703,750
Discounted instruments	1,205,363	1,068,567
Real estate mortgage	821,273	838,410
Collateral Loans	521,091	480,694
Consumer	1,885,749	1,819,382
Credit cards	1,512,034	1,464,163
Other (Note 9.b)	2,623,303	2,806,667
Interest and listed-price differences accrued and pending collection	143,282	139,839
Less: Interest documented together with main obligation	17,425	16,471
Less: Allowances	336,557	337,686

	11,935,352	11,751,889

D. OTHER RECEIVABLES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank (BCRA)	510,326	560,781
Amounts receivable for spot and forward sales to be settled	127,867	9,469
Instruments to be received for spot and forward purchases to be settled	130,684	10,264
Unlisted corporate bonds (Exhibit 1)	113,578	119,488
Non-deliverable forward transactions balances to be settled	81,462	84,070
Other receivables not covered by debtor classification regulations	40,459	39,357
Other receivables covered by debtor classification regulations (Exhibit 1)	83,105	79,883
Interest accrued and pending collection not covered by debtor classification regulations	58,144	51,212

Less: Allowances	31,399	23,059

	1,114,226	931,465


E. ASSETS SUBJECT TO FINANCIAL LEASING:
Assets subject to financial leasing (Exhibit 1)	301,099	317,345

Less: Allowances	4,768	5,561

	296,331	311,784


F. INVESTMENTS IN OTHER COMPANIES:
In financial institutions	49,647	51,474
Other (note 9.c)	56,963	54,819
Less: Allowances	4	4

	106,606	106,289

G. OTHER RECEIVABLES:
Other (note 9.d)	622,405	589,442
Other interest accrued and pending collection	6,319	2,558

Less: Allowances	357,758	348,943

	270,966	243,057


H. PREMISES AND EQUIPMENT:	506,062	486,483


I. OTHER ASSETS:	26,177	26,475


J. INTANGIBLE ASSETS:
Organization and development expenses	69,263	59,835

	69,263	59,835


K. SUSPENSE ITEMS:	2,230	4,222


L. OTHER SUBSIDIARIES´ ASSETS (note 9.e):	450	450

TOTAL ASSETS:	26,916,935	26,391,593

- 43 -

(Contd.)

CONSOLIDATED BALANCE SHEETS AS OF

MARCH 31, 2010 AND DECEMBER 31, 2009

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	03-31-2010	12-31-2009
LIABILITIES:

M. DEPOSITS:
Government sector	1,069,426	1,004,442
Financial sector	186,709	190,115
Non financial private sector and residents abroad	17,301,422	17,140,288

Checking accounts	3,801,149	3,491,170
Savings deposits	5,976,662	5,982,379
Time deposits	7,036,810	7,245,384
Investments accounts	41,017	19,022
Other	395,307	348,397
Interest and listed-price differences accrued payable	50,477	53,936

	18,557,557	18,334,845

N. OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS:
Argentine Central Bank	2,621	2,691

Other	2,621	2,691
Banks and International Institutions	37,855	55,523
Amounts payable for spot and forward purchases to be settled	21,683	7,562
Instruments to be delivered for spot and forward sales to be settled	237,156	80,268
Financing received from Argentine financial institutions	34,267	38,247

Interfinancial (calls received)	2,323	— , —
Other financings from local financial institutions	31,944	38,247
Non-deliverable forward transactions balances to be settled	924	2,825
Other (note 9.f)	1,047,964	1,036,350
Interest and listed–price differences accrued payable	1,094	1,202

	1,383,564	1,224,668


O. OTHER LIABILITIES:
Fees payable	230	82
Other (note 9.g)	477,675	471,647

	477,905	471,729

P. ALLOWANCES:	555,511	529,429

Q. SUSPENSE ITEMS:	9,208	75,043


R. OTHER SUBSIDIARIES’ LIABILITIES (note 9.h):	2,638,028	2,616,225

TOTAL LIABILITIES:	23,621,773	23,251,939

S. MINORITY INTEREST IN SUBSIDIARIES (note 6):	216,657	213,182

STOCKHOLDERS’ EQUITY:	3,078,505	2,926,472

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:	26,916,935	26,391,593

- 44 -

MEMORANDUM ACCOUNTS

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	03-31-2010	12-31-2009
DEBIT ACCOUNTS

Contingent
– Guaranties received	3,233,914	2,999,676
– Contra contingent debit accounts	707,304	658,221

	3,941,218	3,657,897


Control
– Receivables classified as irrecoverable	337,487	317,547
– Other (note 9.i)	53,588,660	39,298,438
– Contra control debit accounts	670,146	622,438

	54,596,293	40,238,423


Derivatives
– “Notional” amount of non-deliverable forward transactions	2,668,210	1,940,035
– Interest rate SWAP	141,140	102,697
– Other	50,000	50,000
– Contra debit derivatives accounts	2,108,210	2,195,093

	4,967,560	4,287,825


For trustee activities
– Funds in trust	12,359	12,119

	12,359	12,119

TOTAL	63,517,430	48,196,264

CREDIT ACCOUNTS

Contingent
– Credit lines granted (unused portion) covered by debtor classification regulations (Exhibit 1)	72,318	56,290
– Guaranties provided to the BCRA	137,407	138,433
– Other guaranties given covered by debtor classification regulations (Exhibit 1)	290,097	228,366
– Other guaranties given non covered by debtor classification regulations	64,397	121,626
– Other covered by debtor classification regulations (Exhibit 1)	143,085	113,506
– Contra contingent credit accounts	3,233,914	2,999,676

	3,941,218	3,657,897


Control
– Items to be credited	575,302	549,582
– Other	94,844	72,856
– Contra control credit accounts	53,926,147	39,615,985

	54,596,293	40,238,423


Derivatives
– “Notional” amount of non-deliverable forward transactions	2,108,210	2,195,093
– Contra debit derivatives accounts	2,859,350	2,092,732

	4,967,560	4,287,825


For trustee activities
– Contra credit accounts for trustee activities	12,359	12,119

	12,359	12,119

TOTAL	63,517,430	48,196,264

The accompanying notes 1 through to 9 to the consolidated financial statements with subsidiaries and the Exhibit 1 are an integral part of these statements, which in turn are part of the stand-alone Financial Statements of BBVA Banco Francés S.A. and are to be read in conjunction therewith.

- 45 -

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	03-31-2010	03-31-2009
A. FINANCIAL INCOME

Interest on cash and due from banks	9	20
Interest on loans to the financial sector	29,371	55,798
Interest on overdraft	65,703	84,992
Interest on discounted instruments	36,327	44,779
Interest on real estate mortgage	27,465	32,288
Interest on collateral loans	23,291	22,443
Interest on credit card loans	48,697	44,645
Interest on other loans	157,398	137,172
Interest from other receivables from financial transactions	302	408
Income from secured loans - Decree 1387/01	71,357	39,066
Net income from government and private securities	233,191	33,501
Indexation by CER	285	10,398
Gold and foreign currency exchange difference	56,810	90,017
Other	36,448	113,921

	786,654	709,448

B. FINANCIAL EXPENSE

Interest on checking accounts	3,958	5,662
Interest on savings deposits	1,813	2,428
Interest on time deposits	137,351	214,325
Interest on interfinancial financing (calls received)	242	— , —
Interest on other financing from financial institutions	652	1,911
Interest on other liabilities from financial transactions	1,289	4,402
Other interest	602	870
Net income from options	— , —	2
Indexation by CER	80	162
Contribution to the deposit guarantee fund	8,079	7,338
Other	27,663	25,345

	181,729	262,445


GROSS INTERMEDIATION MARGIN – GAIN	604,925	447,003


C. ALLOWANCES FOR LOAN LOSSES	30,706	32,218

D. SERVICE CHARGE INCOME

Related to lending transactions	102,493	82,539
Related to liability transactions	143,789	121,969
Other commissions	18,426	17,494
Other (note 9.j)	75,228	56,885

	339,936	278,887


E. SERVICE CHARGE EXPENSE

Commissions	53,030	40,831
Other (note 9.k)	23,491	21,753

	76,521	62,584

- 46 -

(Contd.)

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

- Stated in thousands of pesos -


	03-31-2010		03-31-2009
F. ADMINISTRATIVE EXPENSES

Payroll expenses	314,069		255,591
Fees to Bank Directors and Statutory Auditors	184		123
Other professional fees	9,899		7,544
Advertising and publicity	17,865		12,845
Taxes	30,090		24,472
Fixed assets depreciation	13,416		12,017
Oranizational expenses amortization	5,690		4,345
Other operating expenses	56,991		48,429
Other	38,239		35,870

	486,443		401,236


NET GAIN FROM FINANCIAL TRANSACTIONS	351,191		229,852


RESULTS OF MINORITY INTEREST IN SUBSIDIARIES	(3,475	)	(7,650	)

G. OTHER INCOME

Income from long-term investments	868		6,459
Punitive interests	836		1,115
Loans recovered and reversals of allowances	16,938		10,047
Other (note 9.l)	18,457		140,363

	37,099		157,984

H. OTHER EXPENSE

Punitive interests and charges paid to BCRA	190		71
Charge for uncollectibility of other receivables and other allowances	21,678		177,262
Amortization of difference arising from judicial resolutions	7,244		8,914
Depreciation and losses from miscellaneous assets	445		111
Other (note 9.m)	107,624		102,486

	137,181		288,844


NET GAIN BEFORE INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME	247,634		91,342


I. INCOME TAX AND TAX ON MINIMUM PRESUMED INCOME	87,960		5,468


NET INCOME FOR THE PERIOD	159,674		85,874

The accompanying notes 1 through 9 to the consolidated financial statements with subsidiaries and the Exhibit 1 are an integral part of these statements, which in turn are part of the stand-alone Financial Statements of BBVA Banco Francés S.A. and are to be read in conjunction therewith.

- 47 -

CONSOLIDATED STATEMENTS OF CASH AND CASH EQUIVALENTS FLOW

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2010 AND 2009

(ART. 33 OF LAW No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

-Stated in thousands of pesos-


	03-31-2010		03-31-2009
CHANGES IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at the beginning of the fiscal year	5,818,088	(1)	4,661,349	(1)
Cash and cash equivalents at the end of the period	6,175,463	(1)	6,948,075	(1)

Net increase in cash and cash equivalents	357,375		2,286,726

REASONS FOR CHANGES IN CASH AND CASH EQUIVALENTS

Operating activities

Net collections/ (payments) from:
- Government and private securities	436,890		365,629
- Loans	366,099		655,702

to financial sector	(62,530	)	(62,991	)
to non-financial public sector	(5,267	)	(348,748	)
to non-financial private sector and residents abroad	433,896		1,067,441
- Other receivables from financial transactions	(14,642	)	(17,708	)
- Assets subject to financial leasing	15,453		35,447
- Deposits	42,207		1,922,097

to financial sector	(3,406	)	(3,679	)
to non-financial public sector	61,772		1,796,328
to non-financial private sector and residents abroad	(16,159	)	129,448
- Other liabilities from financial transactions	20,571		(72,815	)

Financing from financial or interfinancial sector (calls received)	2,323		(550	)
Others (except liabilities included in Financing Activities)	18,248		(72,265	)
Collections related to service charge income	341,472		277,046
Payments related to service charge expense	(76,506	)	(62,584	)
Administrative expenses paid	(519,671	)	(490,933	)
Organizational and development expenses paid	(10,795	)	(347	)
Net collections from punitive interest	553		805
Differences from judicial resolutions paid	(7,244	)	(8,914	)
Collections of dividends from other companies	2,068		16
Other (payments) / collections related to other income and expenses	(82,190	)	46,882

Net cash flows provided by operating activities	514,265		2,650,323


Investment activities
Net payments from premises and equipment	(32,995	)	(27,363	)
Net payments from other assets	(147	)	(394	)
Other payments from investment activities	(37,012	)	(130,510	)

Net cash flows used in investment activities	(70,154	)	(158,267	)


Financing activities
Net collections/ (payments) from:
- Argentine Central Bank	(75	)	(529	)

Other	(75	)	(529	)
- Banks and international agencies	(17,668	)	(154,565	)
- Financing received from local financial institutions	(6,303	)	(4,196	)
Other payments from financing activities	(62,699	)	(46,060	)

Net cash flows used in financing activities	(86,745	)	(205,350	)


Financial results and results from holdings of cash and cash equivalents (including interest)	9		20

Net increase in cash and cash equivalents	357,375		2,286,726

(1)	See note 8 “Statement of cash and cash equivalents flow”.

- 48 -

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

WITH SUBSIDIARIES AS OF MARCH 31, 2010, PRESENTED IN COMPARATIVE FORM WITH

THE BALANCE SHEET AS OF DECEMBER 31, 2009, AND THE STATEMENTS OF INCOME

AND CASH AND CASH EQUIVALENTS FLOW

AS OF MARCH 31, 2009

(Art. 33 of Law No. 19,550)

(Translation of financial statements originally issued in Spanish - See note 17 to the stand-alone Financial Statements)

-Stated in thousands of pesos-

1.	SIGNIFICANT ACCOUNTING POLICIES AND SUBSIDIARIES

General rule

In accordance with the procedures set forth in BCRA’s regulations and Technical Pronouncement No. 21 of the Argentine Federation of Professional Councils in Economic Sciences, BBVA Banco Francés S.A. (BF or the Bank) has consolidated - line by line - its balance sheets as of March 31, 2010 and the end of the previous fiscal year and the statements of income and cash and cash equivalents flow for the three month periods ended March 31, 2010 and 2009, as per the following detail:

– As of March 31, 2010:

With the financial statements of Francés Valores Sociedad de Bolsa S.A., Atuel Fideicomisos S.A. and its subsidiary and PSA Finance Argentina Cía. Financiera S.A., for the three month periods ended March 31, 2010 and 2009.

With the financial statements of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings) and Consolidar Cía. de Seguros de Retiro S.A., for the nine month periods ended March 31, 2010 and 2009; and additionally with the financial statements of Consolidar Cía. de Seguros de Vida as of March 31, 2009.

– As of December 31, 2009:

With the financial statements of Francés Valores Sociedad de Bolsa S.A., Atuel Fideicomisos S.A. and its subsidiary and PSA Finance Argentina Cía. Financiera S.A., for the fiscal years ended December 31, 2009.

The results and cash and cash equivalents flow of Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings), Consolidar Cía. de Seguros de Retiro S.A. and Consolidar Cía. de Seguros de Vida S.A., as appropriate, have been adjusted for purposes of comparison of the fiscal years of companies consolidating on the basis of a three month period ended on March 31, 2010 and 2009.

Interests in subsidiaries as of March 31, 2010 and the end of the previous fiscal year are listed below:


	Shares			Interest percentage in
	Type	Quantity		Total Capital		Possible Votes
Companies		03-31-2010	12-31-2009	03-31-2010	12-31-2009	03-31-2010	12-31-2009

Francés Valores Soc. de Bolsa S.A.	Common	12,137	12,137	94.9687	94.9687	94.9687	94.9687
Atuel Fideicomisos S.A.	Common	13,100,000	13,099,869	100.0000	99.9999	100.0000	99.9999
Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)	Common	35,425,947	35,425,947	53.8892	53.8892	53.8892	53.8892
Consolidar Cía. de Seguros de Retiro S.A.	Common	32,274,350	32,274,350	66.2101	66.2101	66.2101	66.2101
PSA Finance Argentina Cía Financiera S.A.	Common	26,089	26,089	50.0000	50.0000	50.0000	50.0000

- 49 -

Total assets, liabilities, stockholders´ equity and net income balances in accordance with the criteria defined in note 2 below, as of March 31, 2010 and the end of the previous fiscal year and net income balances for the three month periods ended March 31, 2010 and 2009, are listed below:


	Assets		Liabilities		Stockholders’ Equity		Net income/ gain-(loss)
Companies	03-31-2010	12-31-2009	03-31-2010	12-31-2009	03-31-2010	12-31-2009	03-31-2010		03-31-2009

Francés Valores Soc. de Bolsa S.A.	13,068	13,870	3,841	5,576	9,227	8,294	933		(1,932	)

Atuel Fideicomisos S.A.	39,135	38,016	3,032	2,967	36,103	35,049	1,054		685
Consolidar A.F.J.P. S.A. (undergoing liquidation proceedings)	110,107	205,534	69,761	147,392	40,346	58,142	(17,796	)	(5,767	)
Consolidar Cía. de Seguros de Vida S.A.	— -, —	— -, —	— -, —	— -, —	— -, —	— -, —	— -, —		5,589
Consolidar Cía. de Seguros de Retiro S.A.	3,244,885	3,164,710	2,827,096	2,768,208	417,789	396,502	21,287		10,432
PSA Finance Argentina Cía Financiera S.A.	465,259	413,931	352,423	309,979	112,836	103,952	8,884		10,054

2.	VALUATION METHODS

The financial statements of the subsidiaries have been prepared based on similar methods to those applied by BF for preparing its own financial statements, in connection with assets and liabilities valuation, income measurement and restatement procedure as explained in note 2 to the stand-alone financial statements of BF.

The following are the main differences with the professional accounting standards:

Arising from the application of the accounting standards laid down by the National Superintendence of Insurance (S.S.N.) and the main differences with the professional accounting standards in force in Argentina:

•

Loans secured by the National Government - Decree 1387/01 held by Consolidar Cía. de Seguros de Retiro S.A amounting to 629,033 and 606,217 as of March 31, 2010 and the end of the previous fiscal year, respectively, were valued in accordance with the regulations of the National Superintendence of Insurance (S.S.N.).

On January 28 and on February 25, 2009, the Board of Directors of Consolidar Cía de Seguros de Retiro S.A. exercised the exchange option provided by Resolution No. 5 of the Secretariat of Finance in connection with its holdings of secured bonds Bonte 2006 and Global 2008 and those received from the financial trusts made up by said loans. Their face values were 131,017 and 3,233 respectively, receiving in exchange 413,653 in face value of Argentine Government notes in Pesos, accruing the Private Badlar rate + 275 basis points and maturing in 2014 (“Pagaré de la Nación Argentina en Pesos Badlar Privada + 275 pbs Vto 2014”).

Besides, on September 10, 2009, Consolidar Cía de Seguros de Retiro S.A.’s Board of Directors exercised the exchange options provided by Resolutions No. 52 and 57 of the Secretariat of Finance in connection with its holdings of Bonds for the consolidation of social security debts - Fourth series - In Pesos (PRE 9) (“Bonos de consolidación de deudas previsionales cuarta serie en pesos”), Bonds for the consolidation of suppliers - Fourth series - In Pesos (PR 12) (“Bonos de consolidación proveedores cuarta serie en pesos” and Argentine Government Bonds in Pesos - 2%, maturing in 2014 (BODEN) (“Bonos del Gobierno Nacional en pesos 2% 2014”) whose nominal values amounted to 7,938, 2,000 and 42,900, respectively, and it received in exchange 11,882 in par value of Argentine Government notes in Pesos, accruing the Private Badlar rate + 275 basis points and maturing in 2014 (“Pagaré de la Nación Argentina en Pesos Badlar Privada + 275 pbs Vto 2014”) and 57,272 in par value of Argentine Government notes in Pesos, accruing the Private Badlar rate + 300 basis points and maturing in 2015 (“Pagaré de la Nación Argentina en Pesos Badlar Privada + 300 pbs Vto 2015”). These promissory notes have been valued in accordance with the rules laid down by the National Superintendence of Insurance, which does not give rise to differences with the professional accounting standards in force in Argentina.

•

Consolidar Cía. de Seguros de Retiro S.A.: the portfolio of Government securities in investment accounts has been booked in accordance with the standards of the S.S.N.

- 50 -

•

The items included under the captions Subsidiaries’ other assets and Subsidiaries’ other liabilities were valued in accordance with the regulations of the S.S.N.

•

Consolidar Cía. de Seguros de Retiro S.A.: the Company included the balance from the technical commitments incurred with the insured in the Other Liabilities caption. The abovementioned caption includes 8,711 and 8,993 at March 31, 2010 and the end of the previous fiscal year, respectively, corresponding to the regularizing account called “Unaccrued secured loans valuation difference” which, as established by the S.S.N., will be settled through subsequent accrual of the regularizing accounts of secured loans. In accordance with professional accounting standards currently in force in the City of Buenos Aires, such amount should have been recorded as a loss for the year ended December 31, 2003.

•

Upon booking the effects of the interest rate swaps as of March 31, 2010 and the end of the previous fiscal year, Consolidar Cía. de Seguros de Retiro S.A. abided by the rules established by the S.S.N. Had the currently applicable professional accounting standards been applied, the shareholders’ equity in the consolidated financial statements would have been increased by 9 and 245 as of March 31, 2010 and the end of the previous fiscal year.

Arising from the application of the accounting standards laid down by B.C.R.A. and the professional accounting standards in force in Argentina:

•

Consolidar Cía. de Seguros de Retiro S.A.: a part of its portfolio of instruments issued by the BCRA has been recorded in investment accounts, and they have been valued as per Communication “A” 4698 of the BCRA. The net difference with the market values as of March 31, 2010 and the end of the previous fiscal year amounted to 5,640 (income) and 7,435 (income), respectively.

•

The commissions paid by PSA Finance Argentina Cía. Financiera S.A. to dealers for granting financing to companies and to the public in general in connection with purchases and sales of automobiles, which in accordance with the rules established by the Argentine Central Bank are charged to the Income Statement, should be accrued throughout the duration of the loans generated by said dealers in accordance with currently applicable professional accounting standards. Had this criterion been applied, shareholders’ equity would have been increased by 4,531 and 4,271 as of March 31, 2010 and the end of the previous fiscal year, respectively.

•

The Bank has not made disclosures required by professional accounting standards in force in Argentina on discontinued operations or discontinuation in relation to the process of liquidating its subsidiary Consolidar A.F.J.P.

3.	REFORM OF THE INTEGRATED RETIREMENT AND PENSION SYSTEM

Law No. 26,222 – Merger between Consolidar Cía. de Seguros de Vida S.A. and Consolidar Cía. de Seguros de Retiro S.A.:

In view of the reforms introduced in the Argentine Social Security System by Law No. 26,222 and its supplementary regulations, on October 17, 2008, the Ordinary and Extraordinary General Shareholders’ Meeting of Consolidar Compañía de Seguros de Vida S.A. decided to authorize the Final Merger Agreement with Consolidar Cía. de Seguros de Retiro S.A. undersigned by the Board of Directors on September 23, 2008. On January 29, 2009, the S.S.N. authorized said merger, which was then approved by the Supervisory Board of Companies (I.G.J.) on April 6, 2009.

Law N° 26.425- Dissolution and liquidation of Consolidar A.F.J.P. S.A.:

Law No. 26,425, which came into force on December 4, 2008, mandated that the capitalization system that used to be an integral part of the Integrated Retirement and Pension System was to be suppressed and replaced by a single pay-as-you-go system that is now known as the Argentine Integrated Social Security System (SIPA in Spanish). As a consequence, Consolidar A.F.J.P. ceased to manage the funds held in the

- 51 -

individual capitalization accounts opened by the members and beneficiaries of the Integrated Retirement and Pension System. Said funds were transferred to the Fund to Guarantee the Sustainability of the State-run Social Security System exactly as they had been invested and it is now the Argentine Social Security Authority (ANSES) the only and sole holder of said assets and funds.

In addition, on October 29, 2009, ANSES issued its Resolution No. 290/2009 whereby it granted a term of 30 working days to the pension fund managers that could be interested in re-converting their corporate purpose in order to manage the funds held as voluntary term deposits and as agreed-upon deposits in capitalization accounts for them to express their decision to do so.

Given the above situation and the inability of Consolidar A.F.J.P. S.A. to attain the corporate purpose and conduct the business for which it had been formed, on December 28, 2009, its Extraordinary General Unanimous Shareholders’ Meeting adopted the resolution to dissolve and subsequently liquidate Consolidar A.F.J.P.S.A. effective as of December 31, 2009 on the understanding that such will be the best alternative to safeguard the interests of both the creditors and the shareholders of the Company. In addition, as set forth in the Argentine Companies Law, the Shareholders’ Meeting decided to appoint Accountant Gabriel Orden and Mr. Rubén Lamandia to act as liquidators for of Consolidar A.F.J.P. S.A. As of December 31, 2009 these gentlemen have been designated as the Company’s legal representatives. As of the date of issuance of these financial statements, they are moving forward with all the actions necessary to proceed with the liquidation of Consolidar A.F.J.P.S.A.

On January 28, 2010, the dissolution of Consolidar A.F.J.P. S.A. as well as the list of designated liquidators were registered with the I.G.J.

In addition, on October 19, 2009, the Extraordinary General Shareholders’ Meeting of Consolidar A.F.J.P. S.A. approved a voluntary reduction in capital stock for 75,000. In turn, on January 11, 2010 the Supervisory Board of Companies conferred its approval to the capital reduction mentioned. In this respect, on January 19, 2010 the shareholders were transferred their capital contributions in conformity with the above-mentioned reduction.

Besides, as from the enactment of Law No. 26,425, Consolidar Cía. de Seguros de Retiro S.A. discontinued the issuance of new policies for social-security related life annuities which stood for 87% of the premiums issued as of June 30, 2009. This notwithstanding, the benefits of the Capitalization Regime that used to be calculated and paid under the Social-Security related life annuities modality, continue to be paid through the relevant retirement insurance company. The Board of this Company is assessing the new regulatory scenario while continuing with the normal operations inherent in managing its assets and liabilities.

4.	ATUEL FIDEICOMISOS S.A. – MERGER WITH BBVA BANCO FRANCÉS S.A.

Under its line of business, Atuel Fideicomisos S.A. acts in its capacity as a trustee for the following trusts, in no case being personally liable for the liabilities assumed; such liabilities will be satisfied out of the proceeds of the underlying assets of each such trust.

•

Fideicomiso Corp. Banca: it was created by an agreement dated May 13, 1997, executed by Atuel Fideicomisos S.A. as trustee, Corp. Banca S.A. (later BBVA Banco Francés S.A.) as trustor and beneficiary, the Argentine Central Bank and Seguro de los Depósitos S.A. as beneficiaries.

•

Maginot Financial Trust: on September 26, 2008 a trust indenture was executed between BBVA Banco Francés S.A., as trustee, and Atuel Fideicomisos S.A. as trustor and beneficiary.

•

Atuel Fideicomisos also acts as administration and collection manager for Fideicomiso Diagonal, which was created by an agreement dated January 5, 2001, executed by Mercobank S.A as trustor, BBVA Banco Francés S.A. as trustee and BBVA Banco Francés S.A and other financial institutions and Seguro de Depósitos S.A. as beneficiaries (see note 9.1. to the stand-alone financial statements).

On March 15, 2010, the Board of Directors of BBVA Banco Francés S.A. and Atuel Fideicomisos S.A. entered into a “Preliminary Merger Agreement” whereby Atuel Fideicomisos S.A. will be merged into BBVA Banco Francés S.A. on the basis of the financial statements of both companies as of December 31, 2009. Said preliminary merger agreement, together with the special consolidated financial statements for merging purposes, were approved by BBVA Banco Francés S.A.’s Shareholders’ Meeting held on April 30, 2010 and by

- 52 -

Atuel Fideicomisos S.A.’s Shareholders’ Meeting held on May 3, 2010. The merger process stipulated in the above-mentioned Preliminary Merger Agreement consists in the absorption by BBVA Banco Francés S.A. of Atuel’s entire equity, with Atuel S.A. being dissolved though not liquidated and BBVA Banco Francés S.A. remaining as a legal entity. The decisions adopted are subject to the authorizations of B.C.R.A, the Buenos Aires Stock Exchange and the C.N.V.

5.	PSA FINANCE ARGENTINA CÍA FINANCIERA S.A.

According to the provisions in Section Three of its By-laws and with the authorization granted by B.C.R.A., the Bank is authorized to carry out all the transactions and activities covered by Section 24 of the Law of Financial Institutions and other expressly authorized by B.C.R.A. On April 22, 2009, the Bank has started to receive deposits and therefore, it will participate in the Deposit Guarantee Fund created by Law No. 24,485.

6.	MINORITY INTEREST IN SUBSIDIARIES

The breakdown of balances in the “Minority interest in subsidiaries” account is as follows:


	03-31-2010	12-31-2009
Consolidar Administradora de Fondos de Jubilaciones y Pensiones S.A. (undergoing liquidation proceedings)	18,604	26,808
Consolidar Cía. de Seguros de Retiro S.A.	141,171	133,978
Francés Valores Sociedad de Bolsa S.A.	464	418
Atuel Fideicomisos S.A.	— -, —	2
PSA Finance Argentina Cía Financiera S.A.	56,418	51,976

Total	216,657	213,182

7.	RESTRICTIONS ON ASSETS

Francés Valores Sociedad de Bolsa S.A. (stock broking company) holds shares of Mercado de Valores de Buenos Aires S.A, booked in the amount of 7,200. These shares have been pledged in favor of “CHUBB Argentina de Seguros S.A.” in security of the contract this insurance company executed with Mercado de Valores de Buenos Aires S.A. to cover the latter’s guaranteeing any noncompliance of stock broking companies with their obligations.

See note 6 to the stand-alone financial statements of BF.

- 53 -

8.	STATEMENT OF CASH AND CASH EQUIVALENTS FLOW


	03-31-2010	12-31-2009	03-31-2009	12-31-2008

a) Cash and due from banks	5,432,205	5,255,412	6,491,378	4,243,080

b) Goverment securities held for trading or financial transactions	634,710	488,176	351,697	272,769

c) Loans to financial sectors, calls granted maturity date less than three months as from the end of the period or fiscal year	108,548	74,500	105,000	145,500



CASH AND CASH EQUIVALENTS	6,175,463	5,818,088	6,948,075	4,661,349

9.	BREAKDOWN OF MAIN ITEMS

The detail of the main ítems included in financial statements is as follows:


	03-31-2010	12-31-2009
a) GOVERNMENT AND PRIVATE SECURITIES

* Holdings in investment accounts

Discount Bonds in pesos	376,236	367,210
Federal Government Bonds in Pesos 10.5 % due in 2012	26,471	25,632
Federal Government Bonds in Pesos Badlar + 350 bp due in 2013	29,206	29,140
Federal Government Bonds in Pesos Badlar + 275 bp due in 2014	196,695	109,145
Discount Bonds in US dollar	111,136	102,240
Federal Government Bonds due in 2015	97,940	88,720
Federal Government Bonds in Pesos Badlar + 300 bp due in 2015	46,577	5,994
BCRA Notes (NOBAC)	205,766	546,402
Federal Government Bocon PRE9	33,021	13,723
Federal Government Bocon PRO13	8,715	33,797
Other	18,597	12,760

Total	1,150,360	1,334,763

- 54 -


	03-31-2010	12-31-2009
* Holdings for trading or financial transactions

Federal Government Bonds LIBOR 2012	2,933	11,404
Federal Government Bonds in US dollar 7% P.A. due 2015	68,269	37,950
Discount Bonds in pesos	17,080	17,080
Peso-denominated GDP-related securities (1)	6,645	8,237
Federal Government Bonds in Pesos Badlar + 350 bp due in 2013	— -, —	8,587
Federal Government Bonds in Pesos Badlar + 300 bp due in 2015	19,720	175
Federal Government Bonds in Pesos Badlar + 275 bp due in 2014	41,224	16,854
Federal Government Bocon PRE9	10,567	— -, —
Treasury Notes	218,544	8,813
Treasury Bills	224,272	361,489
Federal Government Bonds in US dollar 7% due in 2011	11,446	11,286
Other	14,010	6,301

Total	634,710	488,176

(1)	At December 31, 2009 this includes 7,774 from repo transactions.


* Government Securities for repurchase agreements with the Argentine Central Bank (BCRA)

Bonar X	— -, —	68,250

Total	— -, —	68,250


* Holdings available for sale

Secured Bonds due in 2018	76,944	76,670
Federal Government Bocon PRO 12	155,157	157,614
BCRA Bills (LEBAC)	399,076	205,583
BCRA Notes (NOBAC)	— -, —	83,996
Federal Government Bonds in US dollar 7% P.A. due 2015	85,876	84,405
Other	29,855	31,907

Total	746,908	640,175


* Unlisted government securities

Secured Bonds due in 2020	1,031,801	1,053,732
Federal Government Bonds in Pesos Badlar + 350 bp due in 2013	14,257	14,847
Federal Government Bonds in Pesos Badlar + 275 bp due in 2014	870,783	892,214
Other	255	253

Total	1,917,096	1,961,046


* Instruments issued by the BCRA

BCRA Bills (LEBAC)	2,891,610	2,164,361
BCRA Notes (NOBAC)	107,567	788,783

Total	2,999,177	2,953,144

- 55 -


	03-31-2010		12-31-2009

* Investments in listed private securities

Corporate Bonds Grupo Concesionario del Oeste	7,104		7,492
Corporate Bonds Tarjeta Cuyana	3,088		2,054
Corporate Bonds Gas Natural Ban	19,481		19,464
Corporate Bonds Petrobrás Energía S.A.	3,583		3,494
Corporate Bonds YPF	50,217		30,069
Fideicomiso de Gas	8,369		11,036
MBT Serie 1 Clase A Financial Trust	10,669		10,436
FBA Ahorro Pesos Investment Fund	3,390		19,286
FBA Renta Pesos Investment Fund	888		107,765
Other	10,745		7,509

Total	117,534		218,605

- Allowances	(408,718	)	(449,927	)

Total	7,157,067		7,214,232


b) LOANS – Other

Loans granted to pre-finance and finance exports	1,594,613		1,762,203
Fixed-rate financial loans	968,626		979,912
Other	60,064		64,552

Total	2,623,303		2,806,667


c) INVESTMENTS IN OTHER COMPANIES – Other

In other non-controlled companies- unlisted	35,586		33,215
In non-controlled companies-supplementary activities	21,377		21,604

Total	56,963		54,819


d) OTHER RECEIVABLES – Other

Prepayments	56,622		53,164
Guarantee deposits	75,040		69,100
Miscellaneous receivables	118,180		120,719
Tax prepayments	330,067		319,859
Other	42,496		26,600

Total	622,405		589,442

- 56 -


	03-31-2010		12-31-2009

e) OTHER SUBSIDIARIES’ ASSETS

Other related to insurance business	450		450

Total	450		450


f) OTHER LIABILITIES FROM FINANCIAL TRANSACTIONS—Other

Collections and other operations for the account of third parties	359,813		314,732
Other withholdings and collections at source	158,115		172,809
Accounts payable for consumption	226,564		246,919
Money orders payable	121,552		102,347
Loans received from Argentine Technological Fund (FONTAR)	36,232		37,906
Loans received from Interamerican Development Bank (BID)	27,489		32,271
Pending Banelco debit transactions	14,370		27,407
Other	103,829		101,959

Total	1,047,964		1,036,350


g) OTHER LIABILITIES – Other

Accrued salaries and payroll taxes	122,161		174,495
Accrued taxes	222,464		175,170
Miscellaneous payables	116,751		119,203
Other	16,299		2,779

Total	477,675		471,647


h) OTHER SUBSIDIARIES´ LIABILITIES

Fluctuation fund – Consolidar Cía de Seguros de Retiro S.A.	228,120		207,399
Insurance companies, mathematical reserve	2,349,391		2,322,949
Difference arising from secured loans accrued valuation – Consolidar Cía. de Seguros de Retiro S.A.	(8,711	)	(8,993	)
Other related to insurance business	69,228		94,870

Total	2,638,028		2,616,225


i) MEMORANDUM ACCOUNTS – DEBIT – CONTROL – Other

Items in safekeeping	13,635,442		12,538,495
Collections items	356,115		285,311
Checks drawn on the Bank pending clearing	250,267		220,248
Checks not yet credited	1,104,276		919,380
Securities representative of investment in escrow on behalf of the Guarantee Fund for the Sustainability of the Pay-as-you-go System managed by the Argentine State	38,163,677		25,249,313
Other	78,883		85,691

Total	53,588,660		39,298,438

- 57 -


	03-31-2010	03-31-2009

j) SERVICE CHARGE INCOME - Other

Rental of safe-deposit boxes	11,435	7,423
Commissions for capital market transactions	4,049	1,165
Commissions for salary payment	1,850	1,796
Commissions for trust management	282	286
Commissions for hiring of insurances	30,096	28,765
Commissions for transportations of values	2,910	3,191
Commissions for loans and guaranties	7,078	3,497
Other	17,528	10,762

Total	75,228	56,885

k) SERVICE CHARGE EXPENSE—Other
Turn-over tax	17,398	14,995
Insurance paid on lease transactions	4,041	5,659
Other	2,052	1,099

Total	23,491	21,753


l) OTHER INCOME – Other

Premiums – Insurance companies	4,793	4,466
Related parties expenses recovery	2,043	1,778
Deferred income tax (1)	8,000	128,310
Income from the sale of fixed and miscellaneous assets	111	231
Rent	140	301
Others	3,370	5,277

Total	18,457	140,363

(1)	Offset by a charge for the same amount in the line Charge for uncollectibility of other receivables and other allowances under the caption Other expense item.


m) OTHER EXPENSE – Other

Insurance companies, mathematical reserve	50,127	39,421
Life Annuities – Consolidar Cía. de Seguros de Retiro S.A.	38,988	37,314
Other	18,509	25,751

Total	107,624	102,486

- 58 -

EXHIBIT 1

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish-See note 17)

-Stated in thousands of pesos-


	03-31-2010	12-31-2009

COMMERCIAL PORTFOLIO

Normal performance	7,762,206	7,632,690


Preferred collaterals and counter guaranty “A”	79,909	78,777
Other collaterals and counter guaranty “B”	67,860	74,235
Without senior security or counter guaranty	7,614,437	7,479,678

With special follow-up	43,490	34,226

Under to an observation
Other collaterals and counter guaranty “B”	733	733
Without senior security or counter guaranty	42,757	33,493

With high risk of uncollectibility	2,970	1,951


Without senior security or counter guaranty	2,970	1,951

Uncollectible	3,827	4,903


Other collaterals and counter guaranty “B”	1,650	1,650
Without senior security or counter guaranty	2,177	3,253

Total	7,812,493	7,673,770

- 59 -

EXHIBIT 1

(Contd.)

CONSOLIDATED CLASSIFICATION OF FINANCING FACILITIES BY

CATEGORIES AND GUARANTIES RECEIVED

AS OF MARCH 31, 2010 AND DECEMBER 31, 2009

(Translation of financial statements originally issued in Spanish-See note 17)

-Stated in thousands of pesos-


	03-31-2010	12-31-2009

CONSUMER AND HOUSING PORTFOLIO

Normal performance	5,291,374	5,151,358


Preferred collaterals and counter guaranty “A”	9,140	9,554
Other collaterals and counter guaranty “B”	1,166,185	1,143,569
Without senior security or counter guaranty	4,116,049	3,998,235

Low risk	57,252	58,630


Other collaterals and counter guaranty “B”	14,748	15,895
Without senior security or counter guaranty	42,504	42,735

Medium risk	46,708	47,174


Other collaterals and counter guaranty “B”	4,743	4,877
Without senior security or counter guaranty	41,965	42,297

High risk	57,680	66,170


Other collaterals and counter guaranty “B”	5,024	4,392
Without senior security or counter guaranty	52,656	61,778

Uncollectible	9,463	7,092


Other collaterals and counter guaranty “B”	6,380	4,936
Without senior security or counter guaranty	3,083	2,156

Uncollectible, classified as such under regulatory requirements	221	259


Other collaterals and counter guaranty “B”	63	74
Without senior security or counter guaranty	158	185

Total	5,462,698	5,330,683

General Total (1)	13,275,191	13,004,453

(1)

- 60 -

INDEPENDENT AUDITORS’ LIMITED REVIEW REPORT

To the President and the Board of Directors of

BBVA BANCO FRANCÉS S.A.

Reconquista 199

City of Buenos Aires

1.	Identification of the financial statements subject to our review

We have reviewed:

the accompanying financial statements of BBVA BANCO FRANCÉS S.A. (“BBVA BANCO FRANCÉS S.A.” or the “Bank”), which comprise the balance sheet as of March 31, 2010 and the statement of income, statement of changes in stockholders´ equity and cash and cash equivalents flow for the three-month period then ended, with their notes 1 to 17 (notes 2 and 4 describe a summary of significant accounting policies), and supplemental Exhibits “A” through “L”, “N” and “O”; and

the consolidated financial statements of BBVA BANCO FRANCÉS S.A. and its subsidiaries (listed in note 1 to the consolidated financial statements), which comprise the consolidated balance sheet as of March 31, 2010 and the consolidated statement of income and the consolidated cash and cash equivalents flow for the three-month period then ended, with their notes 1 to 9 and the supplemental Exhibit 1.

The balance sheet (both the stand-alone and the consolidated balance sheets) and certain related supplemental information referred to above are presented for comparative purposes with the balance sheets and supplemental information for the year ended December 31, 2009.

The statements of income, of changes in stockholders’ equity and cash and cash equivalents flow referred to above (the stand-alone and the consolidated statements) and the related supplemental information are presented for comparative purposes with the statements and supplemental information for the three-month period ended March 31, 2009.

The Bank´s Board of Directors and Management are responsible for the preparation and fair presentation of such financial statements in conformity with applicable accounting standards. This responsibility includes (i) designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to errors or omissions or to irregularities; (ii) selecting and applying appropriate accounting policies, and (iii) making accounting estimates that are reasonable in the circumstances. Our responsibility is to issue a limited review report on such financial statements, based on our limited review performed in accordance with the scope described in caption 2 of this report.

2.	Scope of our review

Our review was limited to the application of the procedures established by the auditing standards generally accepted in Argentina and the “Minimum Standards applicable for External Audits” established by the Argentine Central Bank (“B.C.R.A.”) for the limited reviews of financial statements corresponding to interim periods. These standards determine a scope which is substantially less than the application of all the auditing procedures necessary to be able to issue an audit opinion on financial statements taken as a whole. Accordingly, we do not express an opinion on the balance sheet position of the Bank as of March 31, 2010, on the results of its operations, the changes in its stockholders’ equity and its cash and cash equivalents flow for the three-month period then ended.

3.	Explanatory paragraph

The stand-alone and the consolidated financial statements referred to in paragraphs a) and b) of caption 1 of this report have been prepared by the Bank in accordance with the accounting standards established by the B.C.R.A., which differ from the professional accounting standards currently in force in Argentina concerning the matters indicated in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

4.	Limited review report

Based on our limited review procedures performed with the scope indicated in caption 2 of this report, which did not include all the auditing procedures necessary to enable us to express an opinion on the financial statements taken as a whole, we are in position to report that:

the financial statements of BBVA BANCO FRANCÉS S.A. both individually and consolidated with its subsidiaries companies mentioned in paragraphs a) and b) of caption 1 of this report, give consideration to all the significant facts and circumstances of which we are aware of, and

we have no observations to present on the referred financial statements, other than those indicated under caption 3.

In relation to the figures for the year ended December 31, 2009 and those for the three-month period ended March 31, 2009, which are presented for comparative purposes as indicated in caption 1 of this report which we have checked with those of the corresponding financial statements,

our Independent Auditors´ Report on the financial statements for the year ended December 31, 2009 was issued on February 19, 2010 and was qualified due to certain departures from professional accounting standards currently in force in Argentina, described in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

our Independent Auditors´ Limited Review Report on the financial statements for the three-month period ended March 31, 2009 was issued on May 8, 2009, including an observation originated in certain departures from professional accounting principles generally accepted in Buenos Aires City, described in note 3 to the stand-alone financial statements and in note 2 to the consolidated financial statements.

5.	English translation of statutory financial statements

This report and the financial statements referred to in caption 1 have been translated into English for the convenience of English-speaking readers. As further explained in note 17 to the accompanying stand-alone financial statements, the financial statements (both the stand-alone and the consolidated financial statements) are the English translation of those originally prepared by the Bank in Spanish and presented in accordance with the accounting standards of B.C.R.A. and except for the matters described in caption 3, with the professional accounting standards in force in Argentina. The effects of the differences between the accounting standards of B.C.R.A. and the professional accounting standards in force in Argentina, and the accounting principles generally accepted in the countries in which the financial statements are to be used have not been quantified. Accordingly, the accompanying financial statements are not intended to present the financial position, results of operations, stockholders’ equity or cash and cash equivalents flow in accordance with accounting principles generally accepted in the countries of users of the financial statements, other than Argentina.

City of Buenos Aires, May 6, 2010.

ROXANA M. FIASCHE

Partner

Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu and its Member Firms.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.