EXHIBIT 1

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EXHIBIT
  1
  TRANSLATION FROM PORTUGUESE

ARTICLES
  OF ASSOCIATION OF BANCO ESPÍRITO SANTO, 
  SOCIEDADE ANÓNIMA

CHAPTER
  I

NAME,
  HEAD OFFICE, DURATION ANDCORPORATE
  PURPOSE



|   | Article
      One                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|1. | The company
      takes the name BANCO ESPÍRITO SANTO, SOCIEDADE ANÓNIMA.                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|2. | The companys
      activities are governed by these articles of association, the general legislation
      onsociedades
      anónimasand
      by the specific rules, which in light of companys corporate purpose
      may apply.                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | Article
      Two                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|1. | The
      Companys Registered Office is placed at Avenida da Liberdade 195,
      Parish of Coração
      de Jesus, Lisbon.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|2. | The
      Board of Directors, after consulting with the Board of Auditors, has powers
      to relocate the Registered Office into any other area within the same borough
      or into any other borough in a surrounding district.                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|3. | The
      relocation of the Registered Office into an area that is not specified in
      the preceding number must be decided at a General Meeting of Shareholders.                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|4. | The
      Board of Directors, after consulting with the Board of Auditors, has powers
      to establish and to close down anywhere in or outside Portugal, branches,
      agencies, offices, city branches or other local representative offices.                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   | Article
      Three                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|1. | The
      corporate purpose of the company is to perform all banking industry-related
      activities.                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|2. | The
      company may join corporate groups undertaking interrelated activities and
      European groups deemed to be of interest in terms of economy, as well as
      acquire at the beginning or at a later time, shares or stakes in limited
      liability companies, whatever their corporate purpose and regardless the
      fact they may be liable to specific laws.
|   |                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                 

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|                                                                                                                                                                                 | Article
      Four                                                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                
|The
      company will last for an indefinite period.                                                                                                                           
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | CHAPTERII                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | Share
      Capital and Shares                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | Article
      Five                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|The
      capital, fully paid up, totals one thousand five hundred million euros and
      is represented by three hundred million shares of a face value of 5 euros
      each.
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | Article
      Six                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|The
      shares are in the form of book entry and follow the regime of nominative
      shares.                                                                                
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | Article
      Seven                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|1.                                                                                                                                                                               | Upon recommendation
      by the Board of Directors, the General Meeting of the Company may, in accordance
      with the terms of the applicable legislation, authorise the company to issue
      preference shares without voting rights, as well as redeemable shares, with
      or without voting rights, while defining the way how the relative priority
      dividend can be calculated.
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|2.                                                                                                                                                                               | Depending
      on the resolution adopted by the General Meeting, capital increases through
      capitalization of reserves may involve the issue of preference shares, without
      voting power, in a number proportional to the similar existing ones, to
      be distributed exclusively among the holders of the existing shares.                                                         
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.                                                                                                                                                                               | The preference
      shares without voting rights may, on issue, be subject to redemption at
      a date specified by the General Meeting.                                                                                                                                                                                                                                                       
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|4.                                                                                                                                                                               | Redeemable
      shares will be redeemed at the nominal value or with the premium established
      by the General Meeting.                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | Article
      Eight                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|The
      company may acquire its own shares in the cases permitted by law.                                                                                                     
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                 | Article
      Nine                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|1.                                                                                                                                                                               | The Company
      may only issue bonds convertible into shares with the approval of the General
      Meeting, upon recommendation of the Board of Directors.                                                                                                                                                                                                                                     
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|2.                                                                                                                                                                               | Following
      resolution adopted by the Board of Directors, the company may issue bonds
      not convertible into shares.                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                   
|3.                                                                                                                                                                               | The bonds
      issued by the company may carry any type of interest or reimbursement permitted
      by the law.                                                                                                                                                                                                                                                                                 



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|   | CHAPTER
      III                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Statutory
      Bodies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Article
      Ten                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1. | The companys
      statutory bodies are the General Meeting of Shareholders, the Board of Directors
      and the Board of Auditors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Should there
      be more than one type of shares, law settlements concerning relating special
      Meetings will be applied.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | SECTION
      I                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | General
      Meeting of Shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Article
      Eleven                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1. | The General
      Meeting of Shareholders, is composed of all shareholders with a voting right
      who fulfil the requirements set out in the following numbers:                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | The Meeting
      can only be attended by the holders of nominal shares which have been inscribed
      in their names or, in the case of book entry shares, recorded in their names,
      no later than 15 business days prior to the date of the meeting.                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Each block
      of 100 shares represent one vote. However, those shareholders who own less
      than 100 shares, may pool their shares in accordance with the provisions
      of the law.                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Until the
      fifth business day prior to the meeting, those shareholders who may wish
      to nominate proxies should, under the provisions of the law, hand over to
      the company the relevant representation documents. Those shareholders who
      are companies should also indicate their proxies. The Chairman of the Board
      of the Meeting may authorize the participation in the Meeting of the proxies
      who have not been appointed within the above time period if he thinks that
      such decision will cause no inconvenience to the work sessions during the
      Meeting.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | The shareholders
      without right of vote and the holders of bonds are not allowed to attend
      the General Meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Article
      Twelve                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1. | The Board
      of the General Meeting is composed of one Chairman, one Vice Chairman and
      one Secretary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | The members
      of the board of the general meeting are elected for four-year periods and
      may be re-elected. The members of the board of the general meeting may be
      shareholders or people outside the company.                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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|                                                                                                                                                                                                     | Article
      Thirteen                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|1.                                                                                                                                                                                                   | The General
      Meeting of Shareholders is convened in conformity with the terms and within
      the minimum period of time prescribed by law. However, the holders of nominal
      shares residing abroad shall also be notified by means of a registered letter
      mailed to the address furnished to the company for that purpose.                                                          
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                   | The notice
      of call will contain information on the requirements to be met permitting
      the participating in the meeting, as is set out in paragraphs 2, 3 and 4
      of Article Eleven, as well as other conditions which, given the purposes
      of the company, are also applicable.                                                                                                   
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                     | Article
      Fourteen                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|The
      powers of the General Meeting of Shareholders are those established by law
      and these articles.                                                                                      
|                                                                                                                                                                                                    
|                                                                                                                                                                                                     | Article
      Fifteen                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|1.                                                                                                                                                                                                   | The General
      Meeting of Shareholders may not be held on first call when shareholders
      holding at least 50 per cent of the share capital are not present or represented.                                                                                                                                                                                                                     
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                   | The General
      Meeting may be held on second call to pass resolutions regardless the number
      of shareholders who may be present or represented and the capital represented
      by them.                                                                                                                                                                                                     
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                   | Without
      prejudice to the provisions of paragraph 4 below, resolutions may be validly
      passed at the General Meeting when cast by a majority of votes in favour.                                                                                                                                                                                                                            
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                   | Resolutions
      on changes in the articles of association, merger, spin-off, transformation
      or winding-up of the company and other matters for which the law requires
      a qualified majority, without a specific percentage, will only be deemed
      to be validly passed when approved by two thirds of the votes expressed,
      whether the Meeting is held on first or second call.
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                     | SECTION
      II                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                     | Board
      of Directors                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                     | Article
      Sixteen                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|1.                                                                                                                                                                                                   | The Board
      of Directors is composed of an odd number of members, which may vary from
      eleven to thirty one members.                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                   | The General
      Meeting will set out the number of members of the Board of Directors. If
      no specific resolution is passed, the number of members elected is considered
      to be the number set.                                                                                                                                                                                            
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                     | Article
      Seventeen                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                       
|The
      members of the Board of Directors may be shareholders or outsiders and are
      elected by the General Meeting of Shareholders for four-year periods. Their
      re-election is allowed.



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Article
      Eighteen                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors shall appoint one of its members as Chairman. The Chairman
      of the Executive Committee will replace the Chairman during his absence
      or in case an impediment arises.                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors may as well elect one, two or three of its Members to assume
      the Vice Chairman functions.                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors has powers to freely replace the Chairman and the Vice-Chairman.                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In the case
      of absence or definite impediment of any member of the Board, its substitute
      will be co-opted by the Board of Directors. The mandate of the Member so
      elected will expire at the end of the office period for which the replaced
      Member had been elected.       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Article
      Nineteen                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|The
      powers of the Board of Directors are those settled down by law and by these
      articles of association. The Board of Directors represents the company in
      and outside the court and has full management authority. The Board can adopt
      resolutions about matters linked to the management of the company and can
      also admit, give up or come to an agreement over any legal disputes and
      to commit in arbitration issues.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Article
      Twenty                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors will hold a meeting at least every three months; and whenever
      the Chairman or two Members of the Board so decide.                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The members
      of the Board of Directors may be notified by letter or in any other means
      permitted by law.                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors may set dates or the frequency of its ordinary meetings. In
      this case, there is no need to call a meeting under the terms specified
      in the preceding paragraph.                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors may only pass resolutions when the majority of its members
      is present or represented.                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|5.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Board
      of Directors resolutions will be valid when approved by the majority of
      the members present or represented. Should there be an equality of votes,
      the Chairman will have the casting vote.                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|6.                                                                                                                                                                                                                                                                                                                                                                                                                                                            | A Member
      of the Board of Directors may be represented at a meeting of the Board of
      Directors by another Member of the Board. The Chairman should be notified
      by means of a letter addressed to him. Each document concerning the delegation
      of powers may only be used once.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                     

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|                            | Article
      Twenty-one                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.                          | The
      Board of Directors may designate one particular member, or several members,
      to assume the responsibility for some areas of management.                                                                                                                                                                                                                                                          
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.                          | An
      Executive Committee, composed of eleven, thirteen or fifteen Members of
      the Board will be entrusted with the ordinary management of the company.
      The Chairman of this Executive Committee will be elected by the Board of
      Directors. The functions performed by the Executive Committee will be ruled
      by the provisions of the Article Twenty, with the appropriate amendments.
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | Article
      Twenty-two                                                                                                                                                                                                                                                                                                                                                                                        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|The
      company is bound:
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | a.                                                                                                                                                                                                                                                                                                                                                                                                              
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | b.                                                                                                                                                                                                                                                                                                                                                                                                              
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | c.                                                                                                                                                                                                                                                                                                                                                                                                              
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | d.                                                                                                                                                                                                                                                                                                                                                                                                              
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | Article
      Twenty-three                                                                                                                                                                                                                                                                                                                                                                                      
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.                          | The
      fixed remuneration of the Members of the Board, which may not be the same
      for all members, will be established by the General Meeting of Shareholders
      or by a Remuneration Committee.                                                                                                                                                                                                     
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.                          | The
      Remuneration Committee will be composed of three shareholders elected by
      the General
      Meeting for four-year periods, and these shareholders may be re-elected.                                                                                                                                                                                                                             
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.                          | The
      fixed remuneration may be increased by a percentage of the profit produced
      by the company, which will be established by the General Meeting. In this
      case, the total percentage reserved for the Members of the Board must not
      exceed one percent of the net profits of the financial year.                                                                                         
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|                            | Article
      Twenty-four                                                                                                                                                                                                                                                                                                                                                                                       
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.                          | The
      Members of the Board, under the provisions of the numbers that follow, will
      be entitled to receive old age or disability pensions or any pension complement
      which will be paid by the company.                                                                                                                                                                                            
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.                          | Those
      directors who were elected prior to April 20, 1992 will keep the retirement
      rights that had been previously established.                                                                                                                                                                                                                                                                      
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.                          | The
      Members of the Board who were elected on April 20, 1992 or on any date thereafter
      will only have the right to receive retirement pensions, or a retirement
      pension complement if at the date of retirement they are members of the
      Executive Committee. Yet the whole time of service provided is considered
      to this effect.                                                  
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.                          | The
      rules governing the rights set out in the preceding paragraphs, will be
      defined by the Board of Directors and will not enter into force prior to
      approval by the General Meeting of Shareholders.                                                                                                                                                                                         



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|                                                                                                                                                                      | Article
      Twenty-five                                                                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|The
      responsibility assumed by each Member of the Board of Directors should be
      bonded, in any of the ways permitted by law, for the amount of 5,000 euros.
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | SECTION
      III                                                                                                                                                                                                              
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | Board
      of Auditors                                                                                                                                                                                                        
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | Article
      Twenty-six                                                                                                                                                                                                       
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|1.                                                                                                                                                                    | The Board
      of Auditors is composed of three members elected by the General Meeting
      of Shareholders.                                                                                                                 
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|2.                                                                                                                                                                    | Two substitute
      members will be elected.                                                                                                                                                                                  
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | Article
      Twenty-seven                                                                                                                                                                                                     
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|1.                                                                                                                                                                    | The members
      of the Board of Auditors may be shareholders or outsiders. These members
      of the Board of Auditors are elected by the General Meeting of Shareholders
      for four-year periods and may be re-elected.
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|2.                                                                                                                                                                    | The Chairman
      of the Board of Auditors will be appointed by the General Meeting of
      Shareholders.                                                                                                                    
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|3.                                                                                                                                                                    | One of the
      staff members of the Board of Auditors and one of the substitute members
      will be certified auditors or a certified auditing company.                                                                    
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | Article
      Twenty-eight                                                                                                                                                                                                     
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | The powers
      of the Board of Auditors are those established by the law and by these articles
      of association.                                                                                                         
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | Article
      Twenty-nine                                                                                                                                                                                                      
|                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                      | The remuneration
      of the Members of the Board of Auditors will be stipulated in accordance
      with the terms of the Article Twenty-three of these articles of association.                                             



---



|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      | CHAPTER
      IV                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      | Appropriation
      of Profits                                                                                                                                                                                                 
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      | Article
      Thirty                                                                                                                                                                                                           
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|1.                                                                                                                                                                                                                            | Authorised
      profits for the financial year will be allocated in the following order:                                                                                                                                           
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | a.                                                                                                                                                                                                                                   | cover of losses relating
      to previous years.                                                                                                                                                                              
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | b.                                                                                                                                                                                                                                   | creation
      or reincorporation of the legal reserve as well as of other reserves required
      by law.                                                                                                                     
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | c.                                                                                                                                                                                                                                   | payment
      of the member of the Board of Directors and benefits to the employees, if
      applicable, as decided at a General Meeting.                                                                                     
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | d.                                                                                                                                                                                                                                   | the remaining
      amount will be used for the creation, reincorporation or reinforcement of
      reserves not required by law or for dividends to be distributed to the shareholders,
      as decided at a General Meeting.
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|2.                                                                                                                                                                                                                            | The
      Meeting may reserve a percentage of the profits for the members of the Board
      of Directors, which cannot exceed the percentage permitted by number 3 of
      Article Twenty-three, of these Articles of Association.
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                              | CHAPTER
      V                                                                                                                                                                                                                     
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                              | Winding
      up and Liquidation                                                                                                                                                                                                    
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                              | Article
      Thirty-one                                                                                                                                                                                                            
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                     
|The
      company can only be wound up for reasons established by law.                                                                                                                                                       
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | Article
      Thirty-two                                                                                                                                                                                                            
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|Once
      the company has been wound up, it will be liquidated in conformity with
      the relevant legal provisions.                                                                                                      
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | CHAPTER
      VI                                                                                                                                                                                                                    
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|                                                                                                                                                                                                                              | Final
      Provisions                                                                                                                                                                                                              
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                
|The
      performance of powers by the companys statutory bodied referred to
      in these articles of association is subject to notices, authorisations or
      approvals required by the banking activity special rules.