Resolution 099/98

BOARD RESOLUTION NO. 099/98

SUBJECT: FINANCIAL SYSTEM - APPROVES PORTFOLIO PURCHASE REQUESTED BY BANCO DE CREDITO DE BOLIVIA S.A. FOR THE MERGER BY ABSORPTION OF BANCO DE LA PAZ S.A.

VIEWED:

The Law of the Central Bank of Bolivia No. 1670 of October 31, 1995. The Regulation for Operations to Support the Strengthening of Financial Entities, approved by Board Resolution of the BCB No. 094/97 of March 25, 1997. The Note from CREDICORP 091-98 dated July 7, 1998. The Minutes of the Ordinary Meeting of the Board of Directors of the BCB No. 032/98 of July 7, 1998. The Report from the Financial System Management GSF 146/98 of November 6, 1998. The Report from the Economic Policy Advisory APEC-ARMyF No. 202/98 of November 9, 1998. The Report from the Legal Advisory ALEG No. 041/98 of November 10, 1998.

CONSIDERING:

That Article 38, item d) of Law 1670 of October 31, 1995, empowers the Central Bank of Bolivia to carry out portfolio purchase operations with financial entities for the purpose of preserving a stable and competitive intermediation system.

That Banco de Crédito de Bolivia S.A., through its parent company CREDICORP, requested via note 091-98 of July 7, 1998, as an indispensable condition to finalize its merger with Banco de La Paz S.A., that the portfolio of Mr. Edward Derksen Giesbrecht be acquired by the BCB.

That the Board of Directors of the BCB, in an ordinary session on July 7, 1998, decided to accept the aforementioned request on the condition that CREDICORP becomes the majority shareholder of Banco de La Paz S.A. and provides the BCB with the information required by the Regulation for Operations to Support the Strengthening of Financial Entities, approved by Board Resolution No. 094/97 of March 25, 1997.

That in compliance with the condition established by the BCB Board, Banco de La Paz, S.A. and Banco de Crédito de Bolivia S.A. have submitted the following documentation: a) merger commitment, b) special financial statements of the entities as of the merger date, c) financial statements of the merged entity, d) schedule of the merger process, and e) communication from the Superintendence of Banks and Financial Entities accrediting that the merger process is underway.

That through the merger by absorption, Banco de Crédito de Bolivia S.A. will assume all obligations of Banco de La Paz S.A. and, consequently, the merged entity will have to readjust the Institutional Strengthening Plan presented by Banco de La Paz S.A. to FONDESIF, with the opinion of the Superintendence of Banks and Financial Entities, to the satisfaction of said Fund.

That in accordance with Article 54, item a) of Law 1670 and Article 8, numeral II, item ii) of the Regulation for Operations to Support the Strengthening of Financial Entities of March 25, 1997, the BCB may grant in administration to a Financial Entity (EFA) the portfolio purchased from financial entities.

That the Report from the Financial System Management GSF 146/98 recommends the signing of the portfolio purchase contract in order to finalize the merger of Banco de La Paz S.A. and Banco de Crédito de Bolivia S.A.

That the Report from the Economic Policy Advisory APEC-ARMyF No. 202/98 states that it is feasible to carry out the aforementioned portfolio purchase operation without incurring risks of overdrafts in the targets of the Monetary Program.

That according to the Report from the Legal Advisory ALEG No. 041/98, in conformity with Article 38, item d) of Law No. 1670 of October 31, 1995, the Board has the authority to authorize the portfolio purchase for the purpose of preserving a stable and competitive intermediation system.

THEREFORE

THE BOARD OF DIRECTORS OF THE CENTRAL BANK OF BOLIVIA RESOLVES:

Article 1.- Authorize the President of the Central Bank of Bolivia to sign a portfolio purchase contract of Banco de La Paz S.A., corresponding to Mr. Edward Derksen Giesbrecht, at its book value, up to an amount of 798,738.00 (SEVEN HUNDRED NINETY-EIGHT THOUSAND SEVEN HUNDRED THIRTY-EIGHT AND 00/100 UNITED STATES DOLLARS).

Article 2.- Document the portfolio purchase through an express contract with all legal formalities.

Article 3.- Empower the President of the BCB to deliver said portfolio in administration to a Financial Entity (EFA), through a contract that grants the BCB all legal securities.

Article 4.- The Presidency and General Management are charged with the execution and compliance of this Resolution.

La Paz, November 10, 1998

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Juan Antonio Morales A.

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Armando Pinell S. Jaime Ponce G.

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Juan Medinaceli V.