**Exhibit 1B.2**

  

(FREE TRANSLATION FROM THE SPANISH)

 

* * * *

 

BANCO SANTANDER CHILE

  

BY - LAWS

 

(As amended and restated by the ExtraordinaryGeneral Shareholders’ Meeting held

on April 24, 2007, and approved by the Superintendencyof Banks and Financial

Institutions of Chile on May 24, 2007)

 

TITLE I

 

NAME, CORPORATE DOMICILE, DURATION AND PURPOSES

 

ARTICLE 1. A stock corporation whose corporate name shall be “BANCOSANTANDER-CHILE”, which can also operate under the corporate names “BANCO SANTANDER SANTIAGO”, “SANTANDERSANTIAGO”, “BANCO SANTANDER” OR “SANTANDER” as it corporate name, governed by these By - laws, theGeneral Banking Act and all other statutes and regulations currently in force or that may be issued hereafter regarding the subjectmatter, is hereby organized.

 

ARTICLE 2. The Company shall have its corporate domicile in thecity of Santiago without prejudice to the agencies or branches the Board of Directors may open, maintain or close in any otherplaces within the country or abroad, all is accordance with the law and subject to the relevant approvals as may be required.

 

ARTICLE 3. The term of the Company shall be indefinite.

 

ARTICLE 4. The Bank’s purposes are to execute and enter intothose acts and contracts, businesses and transactions permitted to commercial banking institution in accordance with all the applicablelaws and particularly the General Banking Act, provided that it may expand or restrict its activities in compliance with any presentlegal provisions or that may be issued hereafter, without amending these By - laws.

 

TITLE II

 

CAPITAL STOCK AND SHARES

 

ARTICLE 5. The capital stock of the Bank is the amount of Ch$675.907.917.086,divided into 188,446,126,794 shares with no par value.

 

ARTICLE 6. The shares shall be in the registered form and shallrepresented by share certificates whose form, issuance, delivery, cancellation, replacement, exchange, transfer and transmissionshall be subject to the applicable provisions that, with regard to these matters, are contained in the Regulations to the CompaniesAct.

 

ARTICLE 7. The Bank does neither recognize nor admits fractionsof shares. In the event that one or more shares become joint property or the co. - property of several persons, the joint proprietorsor co - owners shall be required to appoint a common representative to act on their behalf before the Company.

 

ARTICLE 8. Upon surrender of evidence of the loss, theft or destructionof a share certificate, or other similar occurrence, the person under whose name such shares are registered may request that issuanceof a new certificate, provided that a notice informing the public that the relevant certificate is being canceled must have beenpreviously published for there days in a newspaper

 

 

designated by the Company. Such circumstance shall be recorded inthe Stockholders Registry and in the newly issued certificate. The Company shall issue the new certificate only after a term often days after the publication of the notice has expired.

 

ARTICLE 9. A Stockholders Registry shall be maintained which shallinclude the names of the shareholders and a recording of the number of shares held by each one of them The rights recognized bylaws to the shareholders may only be exercised by those shareholders whose names appear registered prior to the dates that, ineach case, may be established by the law.

 

ARTICLE 10. The registration in the Stockholders Registry of anyshares in respect of which a usufruct has been established, shall be name under the name of both the title owner and the usufructuary,with indication of the existence, characteristics and period of the usufruct.

 

ARTICLE 11. The shareholders shall have preemptive rights in respectof any options to subscribe for any may capital increases, in proportion to the number of shares held by each of them. Any issuanceof paid - in shares that are distributed among the shareholders to represent a capital increase shall be effected in the same proportion.

 

ARTICLE 12. The shares subscriber by a shareholder buy not timelypaid by him within the terms agreed for, shall be sold by the Bank through a stock exchange or, in its stead, in the manner establishedby the Superintendency of Banks and Financial Institutions.

 

TITLE III

 

MANAGEMENT

 

ARTICLE 13. The management of the Bank, other than the authorityreserved pursuant to the applicable laws and regulations and these By - laws to the General Shareholders Meeting, shall be entrustedto the Board of Directors.

 

TITLE IV

 

THE BOARD OF DIRECTORS

 

ARTICLE 14. The board of Directors is constituted by 11 regularmembers and 2 alternate members, appointed by the relevant General Shareholders Meeting.

 

ARTICLE 15. The directors may be either shareholders or non-shareholdersof the Company.

 

ARTICLE 16. The directors shall remain in office for three years;may be reelected indefinitely and shall be renewed in its entirety at the end of each period. If for any reason, at the time scheduledfor the General Shareholders Meeting where the newly appointments of directors are to be made were not held, the duties of thoseserving as such shall be extended until their replacements are designated in which case the Board of Director shall convene, atthe shortest time possible, a Meeting in order to effect the appointments.

 

ARTICLE 17. The directors shall be entitled to compensation forthe performance of their duties. The amount of their compensations shall be determined annually by the General Shareholders Meeting.The aforesaid is to be understood without prejudice to the payments that, in the form of wages, fees, travel accounts, expenseaccounts, dues as representatives of the Board of Directors or any other cash payments, payments in kind or royalties of any sortwhatsoever, might have been assigned to certain directory by the General Shareholders Meetings of the Board of Directors, withthe approval of the General Shareholders Meeting, for the performance or specific duties or tasks other than their functions asdirectors imposed upon them specifically by the General Shareholders Meeting of the Board of Directors. These special compensationsshall be authorized or approved by the General Shareholders Meeting, and for that purpose, a detailed and separate entry shallbe made in the Annual Report, which shall expressly indicate the complete name of each one of the directors receiving such compensations.

 

 

ARTICLE 18. Without prejudice to any other incapacity or incompatibilityestablished by law, the following may not be elected to become a director: (a) Those persons that have been condemned or are beingtried for crimes which are punished with penalties, either as main a accessory, of temporary or perpetual suspension or incapacityto hold public office; (b) Those that have been declared bankrupt and have not been rehabilitated; (c) The members of both theHouse of Representatives and the Senate; (d) The directors or employees of any other financial institution; (e) The employees thatare appointed by the President of the Republic or the employees or officers of the State, Public Services, Public Institutions,Semi - Public Institutions, Autonomous Entities, State Controlled Companies and, generally, all Public Services created by a law,as well as of enterprise, corporations or public or privates entities in which the State or this enterprises, corporations or centralizedor decentralized institutions may have majority or made even capital contributions or, under the same conditions, be representedor participate. However, the restriction established under this subparagraph; (e) shall not apply to those who hold positions inteaching activities; and (f) The Bank’s employees, which shall no prevent a director from performing, under a transitorybasis and for a term not to exceed ninety days, the position of Manager.

 

ARTICLE 19. For purposes of the appointment of directors, each shareholdersshall have the right to one vote for purposes of appointing a single person, or distribute such votes in such other form as hemay deem convenient, and the persons obtaining the largest number of votes in the same and single process shall be awarded theappointments, until all the appointments to be made have been effected. The election of the regular and alternate board membersshall be carried out separately. For purposes of the casting, of the vote, the Chairman and the Secretary, together with any otherpersons that may have been previously designated by the Meeting to sing the minutes thereof, shall issue a certificate giving evidenceof the votes that in loud voice are being issued by the shareholders attending, following the order of the list of attendance beingtaken.

 

Each shareholders shall be entitled, however,to cast his vote by means of a ballot signed by him, stating whether he sings for his own account or as a representative. Notwithstanding,in order to expedite the casting process, the Chairman of the company or the Superintendency, as the case may be, shall be entitledto order that the vote be taken alternatively or indistinctly in a loud voice or by means of ballots. At the time of polling, theChairmen shall instruct that the votes are read out loud, in order for those attending to count for themselves the number of votesissued and to verify with the said annotation and the ballots the actual outcome of the selection.

 

The Secretary shall make the addition of thevotes and the Chairman shall proclaim elected those who have obtained the largest majorities, until all the appointments have beenmade. The Secretary shall place the documents evidencing the outcome of the scrutiny, duly signed by the persons charged with theduty of verifying the number of votes issued, together with the ballots delivered by the shareholders who did not vote in a loudvoice, in an envelope which shall be closed and sealed with the corporate seal and shall remain deposited with the Bank for a leasttwo years.

 

ARTICLE 20. Every appointment of directors, or any changes in theappointment of directors, shall be transcribed into a public deed before a notary public, published in a newspaper of Santiagoand notified to the Superintendency of Banks and Financial Institutions, by means of the filing of a copy of the respective publicdeed. Likewise, the appointments of General Manager, Manager and Deputy Managers shall be communicated and transcribed into a publicdeed.

 

ARTICLE 21. The vacancies caused in case that a director ceasesin the performance of this duties, whether by reason of incompatibility, limitation, legal incapacity or bankruptcy, impossibility,unauthorized, death, resignation or any other legal cause, shall be filled as follows: (a) The vacancies of regular members bythe alternate members; and (b) The vacancies of an alternate position, caused by the application of letter (a) above, or in thecase that a regular position could not be filled as provided for such letter (a) when both alternate members became regular, shallbe filled by the Board of Directors on its first meeting after the vacancy, the board members appointed in that shall be in suchposition until the next General Shareholders Meeting which shall

 

 

make the definitive appointment, such replacing director will remainon its position until the expiration of the term of the director that caused the vacancy.

 

ARTICLE 22. The alternate board member may replace temporarily theregular board members in case of their absence or temporal impossibility to attend, or in a definitive manner in case of vacancy.The alternate board members shall be always entitled to attend to the board meetings and to speak in them. They will be entitledto vote in such meetings only when a regular members does not attend thereto and such alternate member act as replacement.

 

ARTICLE 23. During the first meeting following its appointment bythe relevant General Shareholders Meeting, the Board of Directors shall elect in a separate vote from among its members, a Chairman,a 1st Vice Chairman and a 2nd Vice Chairman, after ceasing such persons, for any reason, in their offices. In the event of a tie,the appointment shall be decided by lottery.

 

ARTICLE 24. The Board of Directors shall meet in ordinary sessionsat least once a month, held on the pre-set dates and time as determined by the same Board. Extraordinary meetings shall be heldwhenever called by the Chairman, whether at his own will or upon the request of three or more directors, subject in such case tothe prior qualification of the Chairman to the effect that holding the meeting is justified, except if the request is made by theabsolute majority of the directors in office, in which case the meeting shall be held without such prior qualification. The extraordinarymeetings may only address those matters specifically included in the relevant agenda, except that, if the meeting is attended byall the directors in office, they may agree otherwise with the unanimous vote of all of them. Extraordinary meetings shall be calledby means of a written instrument; signed by the Chairman or the Secretary or his alternate, and delivered to each one of the directorsat least three days prior to the date set for the meeting.

 

ARTICLE 25. The quorum for the Board of Directors’ Meetingshall be 6 of its members. The resolutions shall be adopted by the affirmative vote of the absolute majority of the attending directors.In the event of a tie, the person acting as the Chairman of the meeting shall cast a deciding vote.

 

ARTICLE 26. The directors having an interest vested on a negotiation,act, contract or transaction that is not related to the bank business, either as principal or as representative of other person,shall communicate such fact to the other directors. The respective resolutions shall be approved by the Board, it shall be in accordanceto the prevailing fair market conditions and the fact must be disclosed to the next General Shareholders Meeting.

 

ARTICLE 27.Thediscussions and resolutions of the Board of Directors shall be recorded in a special book of minutes maintained by the Secretary.The relevant minutes shall be signed by the directors attending the meeting and by the Secretary, or his alternate. If a directorconsiders that such minutes are inaccurate or incomplete, he shall be entitled to record the respective objections, before to actuallysign it. The resolutions adopted may be carried out without being necessary to approve the minutes at a subsequent meeting. Inthe event of death, refusal or incapacity for any reason of any of the directors attending to sign the minutes, such circumstanceshall be recorded at the end of the minutes stating the reason for the impediment. 

 

ARTICLE 28. The directors shall be personally liable for all theacts they may effect in the performance of their duties. The director who may wish to disclaim his responsibility with respectto any act or resolution of the Board of Directors, shall cause to record his opposition in the minutes, of which shall the followingGeneral Shareholders Meeting be informed by the Chairman.

 

ARTICLE 29. The Board will represent in and off courts the Bankand, for the performance of the corporate’s business, circumstance that will not be necessary to prove before third parties,it will be empowered with all the authorities and powers of administration that the law or the By-laws do not set as exclusiveof the General Shareholders Meeting, without being necessary to grant any special power of attorney, even for those acts that thelaw requires to do so. This provision is notwithstanding the judicial representation of the bank that is part of the General Manager’s

 

 

authorities. The Board may delegate part of its authorities to theGeneral Manager, to the Managers, Deputy Managers or Attorneys of the Bank, a Director, a Commission of Directors, and for specificallydetermined purposes, in other persons.

 

TITLE V

 

THE CHAIRMAN

 

ARTICLE 30. The Chairman of the Board of Directors shall hold thesame position at the Bank and the General Shareholders Meeting. The Chairman shall have, in addition to the obligations and authoritiesestablished by the relevant legal and regulatory provisions, these By-laws or the Board of Directors, the following: (a) to actas Chairman of the Board of Directors and General Shareholders Meetings; (b) to seek for the strict enforcement of these By-lawsand the Bank’s internal regulations, as well as the resolutions of the Board of Directors and the Shareholders Meetings;(c) to call the Board of Directors Meetings and the General Shareholders Meetings in accordance with the provisions contained inthese By-laws; (d) to sign the Annual Reports and the resolutions and communications that may be issued by the Board or the GeneralShareholders Meetings. In the event of a temporary absence or incapacity of the Chairman, the Chairman shall be replaced, for anylegal purpose, by the 1st Vice Chairman and, upon the absence of the 1st Vice Chairman, by the 2nd Vice Chairman, or at last bythe person who, from among its members, may be designated by the Board of Directors, or the shareholders appointed by the ShareholdersMeeting, in its case. The replacement of the Chairman constitutes an internal proceeding that shall not require with the complianceof any formality, not being necessary to present evidence to third parties as to the need to effect it in order for the acts performedby the person replacing the Chairman to be valid, and it will be sufficient for its validity the fact that it was made.

 

TITLE VI

 

THE GENERAL MANAGER

 

ARTICLE 31. The Board of Directors shall appoint a General Managerwho shall be responsible for the immediate conduction of the Bank’s businesses and shall represent the Bank in all its offices.The General Manager shall have the judicial representation of the company, with the authorities vested upon him set forth in thetwo paragraphs of Section 7 of the Code of Civil Procedure. His position shall not be compatible with that of director of the Bank,which impediment is without prejudice to the fact that, in a transitory manner and not to exceed from ninety days, a director ofthe Bank may perform duties as General Manager. The General Manager shall have the right to participate in the discussions heldat the meetings of the of the Board of Directors but shall not have the right to vote in connection therewith, being responsible,however, jointly with all the members of the Board o Directors, for any illegal or damaging resolutions adopted that are harmfulto the interests of the company, unless a disclaim of his liability has been recorded in the minutes. The General Manager shallhave, in addition to the authorities and duties set forth in the relevant legal and regulatory provisions, these By-laws and theinternal regulations, the powers delegated upon him by the Board of Directors. Additionally, the General Manager shall act as Secretaryat the meetings of the Board of Directors or any General Shareholders Meeting, unless another person is specially appointed toact in such capacity. In the event of a temporary absence or incapacity, the General Manager shall be replaced by the Manager,and if there is more than one, by the one appointed by the Board of Directors to that effect.

 

TITLE VII

 

THE MANAGERS

 

ARTICLE 32. The Board of Directors shall appoint one or more Managers,who shall be responsible for the transactions and business of the Bank at the offices, branch offices, divisions or services placedunder their management. The Managers shall have, in addition to the duties and authorities set forth in the relevant legal andregulatory provisions, these By-laws and the internal regulations, those powers that are conferred or delegated upon them by theBoard of Directors.

 

 

Should there be more than one Manager, the one designated by theBoard of Directors shall be the one who replaces the General Manager in the event of absence or incapacity of the latter.

 

TITLE VIII

 

MANAGEMENT RESPONSIBILITY, PROHIBITIONS ANDRESTRICTIONS

 

ARTICLE 33. The directors, Managers and other employees of the Bankshall be personally responsible for the non-compliance with the provisions contained in these By-laws, the internal regulations,the General Banking Act or any other legal or regulatory provision, arising from the performance of their duties as such. Theyshall also be liable for the infringement of the provisions stated above which are effected or tolerated with their knowledge.

 

TITLE IX

 

GENERAL SHAREHOLDERS MEETINGS

 

ARTICLE 34. General Shareholders Meetings may be ordinary or extraordinary,and shall be held in the city of Santiago. The resolutions adopted in accordance with these By-laws by the General ShareholdersMeetings, duly called and validly constituted, shall be binding upon all the shareholders.

 

ARTICLE 35. General Ordinary Shareholders Meetings shall be heldonce a year, on the dates the Board of Directors may establish, within the first quarter following the date of the annual financialstatements. General Extraordinary Shareholders Meetings may be held whenever required by the needs of the company. They shall becalled by the Board of Directors or the Chairman, whether at its own initiative or following the request of shareholders representingat least ten per cent of the outstanding shares with voting rights. In the event that, in this latter case, the Board of Directorsor the Chairman decline to call the meeting, such call may be requested to be made by the Superintendent of Banks and FinancialInstitutions.

 

ARTICLE 36. Notice of the Shareholders Meetings shall be given bymeans of an emphasized notice published on at least three different dates in such newspaper of Santiago as the General OrdinaryShareholders Meeting may have determined or, if no such determination has been made or if the designated newspaper in no longerbeing published, in the Official Gazette, and on the dates, terms and conditions set forth in the Companies Act’s regulations.The notice calling a General Extraordinary Shareholders Meeting shall include the agenda for the Meeting. In additions, such noticeshall be delivered by means of a letter sent to the shareholders at least fifteen days prior to the date set for the Meeting, providedthat such notice must contain a reference as to the subjects to be discussed at the Meeting. Without prejudice to the liabilitiesestablished by law, failure to deliver such letters shall not render the call void.

 

At the date which is no later thanthe date the first notice of the call is published, a copy of the Annual Report and the Financial Statements of the company, includingthe auditor’sreport in their respective notes, must be delivered to each shareholder.Notwithstanding the above, and with the prior consent of the Superintendency of Banks and Financial Institutions, such documentsmay be sent only to those shareholders holding a number of shares higher than the minimum set forth by the Board of Directors withthe approval of the Superintendency. During the fifteen days preceding the General Ordinary Shareholders Meeting, the Annual Reportand the financial statements which must be submitted by the Board of Directors, as well as the report of the auditors, shall bemade available to the shareholders. For such purpose the Bank shall maintain at its main office, printed or typewritten copiesof such documents. The Annual Report presented by the Board of Directors tot he General Ordinary Shareholders Meeting shall containan explanatory and grounded account with regard to the transactions effected during the fiscal year, to which article 17 of theseBy-laws refer, shall be disclosed in a separate entry of the statement of profits and losses of the financial statements. 

 

 

ARTICLE 37. General Shareholders Meetings shall be held, in theevent of first call, with a quorum of shareholders representing, either as principal or by proxy, the absolute majority of theoutstanding shares with voting rights. Should the quorum indicated not be present, a second call shall be made through the press,in the manner provided for in article 40 of these By-laws, with the indication that a second call is being made and convening theMeeting to be held within the forty-five days following the date set for the Meeting which was not held due to the lack of a quorum.In the event of second call, the Meeting shall have a quorum with the number of shares with voting rights issued, which are eitherpresent or represented.

 

ARTICLE 38. The resolutions of the General Shareholders Meetingshall be adopted, unless otherwise specified, by the absolute majority of the shares present or represented which are legally vestedwith voting rights. The affirmative vote of two thirds of the shares issued which are legally provided with voting rights shallbe required for the approval of the General Extraordinary Shareholders Meeting’s resolutions regarding the following matters:(a) the reorganization, spin-off or merger of the company; (b) the dissolution of the company; (c) the change of its corporatedomicile; (d) the reduction of its capital stock, with the prior approval of the Superintendent of Banks and Financial Institutions;(e) the approval of contributions and appraisal of properties other than cash, in those cases where it is permitted by the GeneralBanking act; (f) the amendment of the authorities of the General Shareholders Meeting or the restriction of the authority of theBoard of Directors; (g) the transfer of the company’s assets and liabilities, or of all its assets; and (h) the manner ofdistribution of profits established in these By-laws.

 

ARTICLE 39. It shall correspond to the General Ordinary ShareholdersMeeting: (a) review and approve or reject the Annual Report and financial statements submitted by the Board of Directors; (b) appointevery year a firm of external auditors in accordance with the relevant legal provisions, for the purpose of informing the financialstatements and, generally, compliance with the laws; (c) appoint the members of the Board of Directors when required in accordancewith these By-laws (d) resolve upon the distribution of annual profits or net benefits, at the proposal of the Board of Directors,and decide, at the end of each fiscal year, the payment of dividends to the shareholders, in accordance with the provision of article45 of these By-laws; and (e) generally, to consider any other matter relating to the company and which is not expressly reservedfor a General Extraordinary Shareholders meeting. The revocation of all the members of the Board of Directors appointed by theshareholders and the appointment of their successors may be decided either for a General Ordinary Shareholders Meeting or a GeneralExtraordinary Shareholders Meeting.

 

ARTICLE 40. It shall correspond tot he General Extraordinary Shareholdersmeetings to resolve upon: (a) the amendment of the By-laws; (b) the issuance of convertible bonds or debentures; (c) the passingof resolutions pertaining to the General Extraordinary Shareholders meetings set forth under article 38 of these By-laws; and (d)any other matters expressly reserved to the General Extraordinary Shareholders Meetings in accordance with the law or these By-laws.The matters referred to in paragraphs (a) and (b) above, the dissolution, reorganization, merger or spin-off of the corporationand the transfer of its assets and liabilities, or of all its assets, may only be approved at a General Extraordinary ShareholdersMeeting held before a notary public.

 

ARTICLE 41. General Extraordinary Shareholders Meetings may onlyresolve upon the matters referred to in the relevant notice of the Meeting. However, if the Meeting so decides, any other ideamay be proposed for its discussion at the next General Ordinary or Extraordinary Shareholders Meeting.

 

ARTICLE 42. The shareholders may represent at the Shareholders Meetingsby other shareholders, by means of a proxy addressed to the company. The Superintendency of Banks and Financial Institutions shalldetermine the text required for such proxies. Likewise, the shareholders may be represented by persons who are not shareholders.Any proxies that omit to express the name of the attorney-in-fact in the grantor’s handwriting, shall be deemed valid forquorum purposes.

 

ARTICLE 43. The discussions and resolutions of General ShareholdersMeeting shall be recorded in a special book of minutes maintained by the Secretary. The relevant minutes shall be signed by

 

 

the Chairman or his alternate, the Secretary and any three shareholdersappointed by the General Shareholders Meeting or, if there are less than three attendees, then by all such attendees. In the eventof death, denial or incapacity to sign the minutes of any of the persons who are supposed to sign it, a note shall be made at theend of same, with an indication of the respective circumstance of the impediment. The minutes shall contain a summary of the discussionsheld during the Meeting and shall necessarily include the following information: name of the attending shareholders and numberof shares held or represented by each one of them; a brief description of any objections made; enumeration of the proposals submittedfor discussion and the outcome of the voting, and the list of the shareholders that voted, either in favor or against such proposals,should any one had asked an individual vote. The omission form the minutes of an event related to the company’s interestswhich occurred during the General Shareholders meeting, shall be subject to the unanimous approval of the shareholders attending.

 

The attendees at a General Shareholders Meetingshall sign an attendance list which shall indicate the number of shares held by each such attendee or, as the case may be, thename of the shareholders and the number of shares represented by them.

 

TITLE X

 

ANNUAL REPORT, FINANCIAL STATEMENTS AND DISTRIBUTIONOF PROFITS

 

ARTICLE 44. A general Balance Sheet shall be prepared as of December31 of each year, such Balance Sheet, together with the respective Annual Report, shall be submitted to the consideration of theGeneral Ordinary Shareholders Meeting. The Balance Sheet and the Earnings Statement shall be published in a newspaper of Santiagoprior to the Shareholders Meeting.

 

ARTICLE 45. The profits reflected in the financial statements shallbe allocated to the compensation of losses of previous fiscal year. The balance shall be allocated, as resolved by the GeneralShareholders Meeting, upon the recommendation of the Board of Directors, to the following purposes: (a) to increase the capitalstock, to create a legal reserve fund, to create a fund for future capitalization or dividend distributions, or to create any otherspecial reserve funds. These allocations shall be in such amounts as the General Shareholders Meeting may deem convenient, subjectto the restrictions and obligations set forth in the law: (b) to distribute dividends to the shareholders, in proportion to theirstock holding. The General Shareholders Meeting, by the affirmative vote of at least two-thirds of the outstanding voting shares,may resolve that the obligation to distribute dividends set forth in the law, shall not be applicable during a given fiscal year.

 

TITLE XI

 

DISSOLUTION AND LIQUIDATION

 

ARTICLE 46. Should the Bank suspend the payment of its obligations,the General Manager shall notice immediately to the Superintendent, who will investigate the facts that may have caused such suspension,and will resolve if the company may continue in business and, in such case, will take the measures to normalize the attention topublic. In this case, the Superintendent may take upon his responsibility the administration of the Bank.

 

ARTICLE 47. Should the Superintendent decides that the Bank doesnot have the necessary solvency to keep working or that the safety or the depositors requires the liquidation, he will carry outsuch liquidation directly or through a person appointed by him, with all the authorities, powers and duties of the liquidatorsof stock corporations.

 

ARTICLE 48. Notwithstanding the rules set forth in the previoussections, regarding the liquidation of the Bank, the same may dissolve and wind-up provided that such decision is approved in aGeneral Extraordinary Shareholders Meeting by, at least 2/3 of the outstanding shares and the approval of the Superintendent ofBanks and Financial Institutions.

 

 

ARTICLE 49. Once the voluntary dissolution of the Bank referredto in the previous section is agreed, the Shareholders Meeting that approves it will appoint a commission of 3 members to carryout its liquidation. The liquidating commission will act with the powers and authorities that these By-laws confer to the Board;it will keep the shareholders informed of the development of the liquidation, it will call for a General Shareholders Meeting onthe date set for such purposes, being entitled to call for a General Extraordinary Shareholders Meeting. In any other aspect itwill be subject to the rules set by the Code of Commerce, the Companies Act that may be applicable and the Regulations to the CompaniesAct.

 

ARTICLE 50. The General Shareholders Meeting that appoints the liquidatingcommission referred in the previous number will also set for its remuneration.

 

TITLE XII

 

ARBITRATION

 

ARTICLE 52. Any difficulty arising between the company and any ofthe shareholders or directors, or between such persons, as result of the application of this company’s agreement and theseBy-laws, or with regard to the existence, non-existence, validity, nullity, interpretation, compliance o failure to comply, dissolution,liquidation or any other reason, shall be submitted to the resolution of two arbitrators (who shall not be bound for either therules of substantive or procedural law), whose resolutions shall be final, and shall be appointed one by each party.

 

Should the arbitrators fail to reach an agreement,the parties shall appoint a third arbitrator to resolve upon the disagreement. Should there not be an agreement to appoint thethird arbitrator, the appointment shall be made by the two arbitrators already designated. If any of the parties fails to appointthe arbitrator or, if having they been appointed, there is no agreement as to the outcome, and neither the parties nor the arbitratorsappoint the third arbitrator to decide the impasse, the appointment of the respective arbitrator, or of the third arbitrator, asthe case may be, shall be made by the ordinary courts, being in this case the appointment necessarily be of a person who is performingor has performed as a fin-in attorney at the Supreme Court.