Exhibit
1.1




ARTICLES
OF INCORPORATION


OF


FOREIGN
TRADE BANK OF LATIN AMERICA, INC.







ARTICLE
1: (Name)





The name
of the corporation is “Banco Latinoamericano de Comercio Exterior, S.A.” in
Spanish and “Foreign Trade Bank of Latin America Inc.” in English. The
corporation may also use the commercial name “Bladex”.





ARTICLE
2: (Purpose)





The
purpose of the corporation is to promote the economic development of Latin
American countries, as well as their foreign trade. In order to fulfill said
objective, the Corporation may engage in all kinds of banking or financial
business, investments and any other such business as may promote foreign trade
as well as the development of Latin American countries.





The
corporation may also engage in different businesses than those described
hereinabove, provided that it has obtained the approval of the Shareholders
thereto, by resolution adopted by the affirmative vote of one half (1/2) plus
one of the common shares present or represented, in a meeting of shareholders
called to obtain such authorization, which affirmative vote shall necessarily
include the vote of three-fourths (3/4) of class A common shares issued and
outstanding.







ARTICLE
3: (Powers)





In
pursuit of the above-mentioned purposes, the corporation shall have, among
others, the power to:





a)
            Grant
      loans and extend credit guaranteed by commercial documents, by credit
      instruments or by any other form of security, relating to the export of
      goods and services of any kind;




b)
            Own,
      hold, purchase, sell, withdraw, make, draw, accept, endorse, discount,
      guarantee and carry out any operation with promissory notes, bills of
      exchange, option certificates for the acquisition of shares and any other
      securities or credit instruments in any country, as well as to carry out
      foreign exchange operations;




c)
            Borrow
      and accept credits from any companies or banking and credit institutions,
      and to issue bonds, debentures, promissory notes and any other kind of
      obligations or instruments;




d)
            Act
      as an international financial
agent;




e)
            Generally,
      carry out any kind of banking, securities and financial
      operations.




The list
of powers mentioned above shall not be construed as a limitation or restriction
of the powers of the corporation, but on the contrary, as additional and
supplementary to the general powers and authorities granted to corporations by
the laws of the Republic of Panama.













ARTICLE
4: (Authorized Capital)





The
corporation shall have an authorized capital of two hundred and ninety million
(290,000,000) shares, divided as follows:





(a)
              Two
      hundred and eighty million (280,000,000) common shares without par value,
      comprising of:





1)
            Forty
      million (40,000,000) Class “A” common shares without par
      value;





2)
            Forty
      million (40,000,000) Class “B” common shares without par
      value;





3)
            One
      hundred million (100,000,000) Class “E” common shares without par
      value;





4)
            One
      hundred million (100,000,000) Class “F” common shares without par
      value;





(b)
              Ten
      million (10,000,000) preferred shares, with a par value of ten U.S.
      Dollars (US$ 10.00) each.





The
authorized capital shall be at least equal to the total amount represented by
the preferred shares with par value, if any, plus an amount to be determined in
respect of every common share without par value to be issued, and the amounts as
may from time to time be added to the authorized capital by resolution of the
board of directors.





All
shares of the corporation, including common shares and preferred shares, shall
be issued only in registered form.





All
common shares shall have the same rights and privileges, regardless of their
class, except in such cases where these Articles of Incorporation expressly
provide otherwise. Each class A, class B, class E and class F common share shall
be entitled to one vote at meetings of the shareholders, except that, in respect
of the election of directors, voting rights shall be exercised cumulatively by
class as provided by Article 12 of these articles of incorporation.





Class A
common shares may only be issued in the name of any of the following entities in
Latin American countries:





a)
            Central
      banks;





b)
            Banks
      in which the State is the majority shareholder;
  or





c)
            Other
      government agencies.





For
purposes of these articles of incorporation, the expression “Latin American
countries” includes the countries, associated free states and island territories
in the Caribbean.





Class B
common shares may only be issued in the name of banks or financial
institutions.





Class E
common shares may be issued in the name of any person, whether a natural person
or a legal entity.




2





Class F
common shares may only be issued:





(i)
            State
      entities and agencies from non-Latin American countries, including, among
      others, central banks and banks in which the State is the majority
      Shareholder, of those countries;
and


(ii)
              Multilateral
      financial institutions, be it international or regional
      institutions.





The board
of directors shall determine whether a given person qualifies, or not, as a
shareholder of the class A, B or F shares of the corporation.





The
preferred shares may be issued in one or more series, and each of those series
shall have such rights, preferences, privileges and obligations as the board of
directors establishes at the time of their original issuance, through a
certificate of designation, which shall be filed with the Public Registry of the
Republic of Panama. The issuance of preferred shares will require the
affirmative vote of a majority of the Directors present, which majority must
include the votes of no less than two (2) directors which represent the class A
shareholders. The preferred shares have no voting rights, except as otherwise
contemplated in their certificate of designation and only in the case of breach
of their terms.   The preferred shareholders will only have the
right to elect one (1) director (regardless of the existence of one or more
series of preferred shares) in the event of a breach of the terms of the
preferred shares, and only if so contemplated in the certificate of designation.
The election of said director, if such be the case, shall be made in accordance
with the cumulative voting system set forth in Article 12 of these articles of
incorporation. In the event the preferred shareholders have the right to elect
one (1) director, the total number of directors of the corporation contemplated
in Article 12 of these articles of incorporation shall be increased by one. Such
preferred shares that are redeemed and cancelled by the corporation may be
re-issued as part of the same or another series of preferred shares authorized
by the board of directors of the corporation.








ARTICLE
5: (Transfer and Exchange of Shares)





Class A
common shares may only be transferred between class A shareholders or persons
that qualify to be class A shareholders.





Class B
common shares may only be transferred between the class B shareholders or
persons that qualify to be class B shareholders.





Class E
common shares may be freely transferred without restriction to any person,
whether a natural person or a legal entity.





Class F
common shares may only be transferred between class F shareholders or persons
that qualify to be class F shareholders.





The
holders of class B common shares may at any time, and with no limitation,
exchange class B common shares for class E common shares, at a rate of one (1)
class B common share for one (1) class E common share. Whenever the right of
conversion dealt with in this paragraph is exercised, the class B shares being
exchanged shall be converted into class E shares, and consequently the
certificates representing the shares that are transferred shall be cancelled,
and in their stead new certificates representing class E shares shall be
issued.





Similarly,
the holders of class F common shares may at any time, and with no limitation,
exchange their class F common shares for class E common shares, at a rate of one
(1) class F common share for one (1) class E common share.  Any time
the right of conversion dealt with in this paragraph is exercised, the class F
shares being exchanged shall be converted into class E shares, and consequently
the certificates representing the shares that are transferred shall be
cancelled, and in their stead new certificates representing class E shares shall
be issued.




3





ARTICLE
6: (Pre-emptive Rights)





Class A,
class B, and class F shareholders shall have pre-emptive rights in respect of
shares of the same class of shares owned by them that may be issued by virtue of
a capital increase, in proportion to the shares of the class owned by
them.  Notwithstanding the foregoing, in any given year, the
corporation may issue and sell up to three percent (3%) of the issued and
outstanding class A, class B and class F common shares of record as
of  January 1st of such
year without triggering pre-emptive rights with respect to those shares. The
holders of class E shares shall have no pre-emptive rights in respect of any
class of shares issued by virtue of a capital increase. The liability of
shareholders is limited to the amounts unpaid for shares
subscribed.








ARTICLE
7: (Share Register)





The share
register required by law shall be kept at the main office of the corporation or
at any other place determined by the board of directors.  The
corporation may appoint one or more transfer agents to register and transfer its
shares.  The share register may be kept by manual, electronic or any
other means permitted by law. The shares in the corporation may be issued in the
form of share certificates, global share certificates or in book entry form, as
determined by the board of directors.








ARTICLE
8: (Domicile)





The
domicile of the corporation shall be in Panama City, Republic of Panama, but the
corporation may, as approved by the board of directors, carry out operations and
establish branches in any part of the world, as well as keep its records and
hold assets in any part of the world.  The corporation may also
establish such subsidiaries, as it may deem convenient in order to conduct its
business and its operations, either within or outside of the Republic of
Panama.








ARTICLE
9: (Duration)





The
duration of the corporation shall be indefinite.








ARTICLE
10: (Meetings of Shareholders)





Meetings
of shareholders may be held in the Republic of Panama or in any other
country.  There shall be a general meeting of holders of the common
shares every year, on such date and in such place as may be determined by
resolution of the board of directors, to elect directors and transact any other
business duly submitted to the meeting by the board of directors.





Holders
of the common shares shall hold extraordinary meetings, when called by the board
of directors, as it may deem it necessary. In addition, the board of directors
or the President of the corporation shall call an extraordinary meeting of
holders of the common shares when requested in writing by one or more holders of
common shares representing at least one-twentieth of the issued and outstanding
capital.




4








ARTICLE
11: (Notice, Quorum and Voting in Meetings of Shareholders)





In order
to have a quorum at any meeting of shareholders, it is required that one-half
plus one of the common shares issued and outstanding be represented at the
meeting.  Whenever a quorum is not obtained at a meeting of
shareholders, the meeting shall be held in the second meeting date set forth in
the notice of the meeting with the common shares represented in such second
meeting date.  All resolutions of shareholders shall be adopted by the
affirmative vote of one-half plus one of the common shares represented at the
meeting where the resolution was adopted.  However, the adoption of
resolutions regarding the following matters, shall require the affirmative vote
of one-half plus one of the common shares represented at the meeting plus
three-quarters (3/4) of all issued and outstanding class A shares:





a)
            Dissolution
      of the corporation;




b)
            Any
      amendment to Articles 2, 3, 4, 11, 12, 16 and 21 of the articles of
      incorporation;




c)
            A
      merger or consolidation of the
corporation.




Notice of
meetings of shareholders, whether ordinary or extraordinary, shall be personally
delivered to each registered shareholder with voting rights or sent by fax,
telex, courier, air mail or any other means authorized by the board of the
directors, at least thirty days before the date of the meeting, counted from the
date that the notice was sent.  The notice of the meeting shall
include the agenda of the meeting.  At any meeting of shareholders,
shareholders may be represented by a proxy who need not be a shareholder, and
who may be appointed by public or private document, with or without power of
substitution.





Within a
period of twenty (20) days prior to the date fixed for holding a meeting of
shareholders, or during the meeting, any holder of common shares shall have the
right to request, in the first case, the board of directors, and in the second
case, the President of the meeting, to include any matter in the
agenda.  Such matter shall be considered by the meeting if the
inclusion of the matter in the agenda is supported by the affirmative vote of
two-thirds (2/3) of the common shares issued and outstanding.





Upon
request to the board of directors or the President of the corporation,
shareholders representing at least one-twentieth of the issued and outstanding
shares of any given class may hold a meeting separately as a class for the
purpose of considering any matter which, in accordance with the provisions of
these articles of incorporation and the by-laws, is within their
competence.





Quorum
for a meeting of shareholders of any class of shares of common stock shall
require that one-half plus one of the issued and outstanding shares of common
stock of the said class be represented at the meeting.





Whenever
a quorum is not obtained at a meeting of shareholders of any given class of
shares of common stock, the meeting shall be held in the second meeting date set
forth in the notice of the meeting with the common shares of that particular
class represented in such second meeting date.




5








ARTICLE
12: (Board of Directors)





The Board
of Directors shall direct and control the business and assets of the
corporation, except for those matters specifically reserved to shareholders by
law or these articles of incorporation. Without limiting the generality of the
foregoing, the board of directors may dispose of the assets of the corporation
or give them as security for obligations of the corporation or of its
subsidiaries or affiliates or of persons in which the corporation has an
interest.





The Board
of Directors may grant general and special powers of attorney, authorizing
directors, officers and employees of the corporation or other persons to
transact such business and affairs within the competence of the board of
directors, as the board of directors may deem convenient to entrust to each of
them.





The board
of directors shall consist of ten (10) members, but may be increased to eleven
(11) members, as follows:





a)
            Three
      (3) directors shall be elected by the holders of the class A common
      shares;





b)
            Five
      (5) directors shall be elected by the holders of the class E common
      shares;





c)
            Two
      (2) directors shall be elected by the holders of all of the common shares,
      of which one candidate for election shall include the Chief Executive
      Officer of the corporation; and





d)
            So
      long as the number of issued and outstanding class F common shares is
      equal to or greater than fifteen per cent (15%) of the total number of
      issued and outstanding common shares of the corporation, the class F
      shareholders shall have the right to elect one (1) director of the
      corporation. For purposes of this paragraph, on December 31st  of
      each year, the Chairman and the Secretary of the corporation shall jointly
      determine, based upon the stock register of the corporation, the
      percentage that the total number of issued and outstanding class F shares
      bear to the total number of issued and outstanding shares of common stock
      of the corporation on that date. Should the percentage so determined be
      such as to grant the class F shareholders the right to elect said
      director, the Corporation shall take the necessary measures for the
      election of the same at the next ordinary annual meeting of shareholders.
      On the contrary, if the percentage so determined is such as to make the
      class F shareholders lose their right to representation on the board of
      directors, this shall be made known at the next ordinary annual meeting of
      shareholders and the class F director occupying the class F post will
      occupy so only until said ordinary annual meeting of shareholders, even if
      on that date the three-year term to which the class F director was elected
      had not yet expired. Despite the class F shareholders having lost the
      right to elect a director on a given year, this right shall be recovered
      if on any following December 31st  the
      class F shareholders have a percentage of participation that allows them
      to elect one (1) director, as contemplated in this
  article.





The board
of directors may nominate candidates for the position of director for the E and
F class of shares and for those elected by all classes jointly.





In the
ordinary annual meeting of shareholders, the shareholders of each class shall
elect the directors that they are entitled to appoint corresponding to each
class of shares, in accordance with this article and the other provisions of
these articles of incorporation. For all legal purposes, the composition of the
board of directors shall remain the same until the new director or directors
have been elected by the ordinary annual meeting of shareholders.





Directors
shall be elected for periods of three (3) years and may be
re-elected.





Whenever
a person is elected as a class A or class F director, as the case may be, due to
the position that such person occupies at an institution that is a class A or
class F shareholder, respectively, and this is expressly stated at the time of
such person’s nomination and election, then, after having been elected as such,
said person shall submit his or her resignation as a director of the corporation
if such person ceases to have the stated relation with said institution. Should
such person fail to submit his or her resignation as a director of the
corporation, the board of directors may declare the position vacant and proceed
to fill the vacancy by electing a new director. The new director shall hold such
office for the remainder of the period for which the director whose resignation
or removal caused said vacancy had been elected.




6





The
holders of class A, class E and class F common shares shall vote separately as a
class for the election of directors of the corporation.





The
holders of class A, class E and class F shares may meet separately as a class,
whenever deemed convenient, for the purpose of removing a director elected by
such class. In addition, in the event of a vacancy among the directors elected
by any such class, if the board of directors has not filled the corresponding
vacancy, such class may meet separately to elect a new director for the
remainder of the period of its predecessor.





For the
election of directors, the shareholders of each class shall have a number of
votes equal to the number of shares for such class held by the shareholder,
multiplied by the number of directors to be elected by such class, and the
shareholder may cast all of the votes in favor of one candidate or distribute
them among all the directors to be elected, or among two or more of them, as the
shareholder may decide.





The
meetings of the board of directors shall be held as frequently as the by-laws
stipulate, or as determined by the board of directors, in the Republic of Panama
or in any other country. Directors will be deemed to be present at meetings of
the board of directors if they are in direct communication by telephone,
videoconference or any other means of communications authorized by the board of
directors.





Notice of
meetings of the board of directors shall be given to each director by an officer
or director of the corporation, by personal delivery, fax, email, telex, courier
or air mail. The presence of a majority of the directors in office who are not
employees of the corporation shall be required in order to hold a valid meeting
of the board of directors.





The
resolutions of the board of directors shall be adopted by the affirmative vote
of the majority of the Directors present at the meeting.





Written
resolutions of the board of directors that have been signed by a majority of the
directors of the corporation shall be valid and binding resolutions of the board
of directors, even if they have been signed on different dates and at different
places, provided that the proposed resolution has been timely circulated among
all directors.








ARTICLE
13: (Committees)





The board
of directors may create one or more committees that shall have the powers and
the duties delegated to them by the board of directors, subject to the
provisions of these articles of incorporation.  Each committee shall
have two or more members of the board of directors, appointed in the manner and
for the term which the board of directors may determine.








ARTICLE
14: (Advisory Council)





The board
of directors may appoint an advisory council that may be comprised of up to ten
(10) persons. The advisory council shall meet twice a year or whenever the board
of directors of the corporation may convene it, and its duties shall only
consist of providing advice to the board of directors.




7








ARTICLE
15: (Officers)





The
corporation shall have a President, a Chief Executive Officer, a Treasurer and a
Secretary who shall be elected by the board of directors; and it shall also have
such other officers as the board of directors may determine from time to
time.








ARTICLE
16: (Chief Executive Officer)





The Chief
Executive Officer shall be the legal representative of the corporation, and
shall have the following powers subject to the directives established by the
board of directors:





a)
            To
      manage the affairs of the corporation on a daily basis, especially the
      execution of its programs, the conduct of its operations, the custody of
      its patrimony and the fulfillment of all of the resolutions of the board
      of directors;




b)
            To
      appoint, promote, transfer and remove the corporation’s employees, as well
      as to fix their remuneration and other working
  conditions;




c)
            To
      grant powers of attorney to be granted for the purposes of judicial or
      out-of-court representation of the
corporation;




d)
            To
      participate in the meetings of the board of directors, and to authorize by
      his signature the corporation’s acts, contracts and documents, within the
      parameters established by the board of directors;
  and




e)
            Any
      other powers which the board of directors may delegate to
    him.




In the
permanent absence of the Chief Executive Officer, the representation of the
corporation shall rest on the person or persons whom the board of directors may
determine from time to time.








ARTICLE
17: (By-laws)





The board
of directors may adopt and amend the by-laws of the corporation.








ARTICLE
18: (Amendments)





The
corporation reserves the right to amend these articles of incorporation, from
time to time, as the shareholders may approve, in accordance with Article 11 of
these articles of incorporation, and all of the rights conferred to
shareholders, directors and officers shall be subject to this
reservation.








ARTICLE
19: (Resident Agent)





As long
as the board of directors does not otherwise decide, the resident agent of the
corporation shall be the law firm of Arias, Fábrega & Fábrega, with a
domicile in Plaza Bancomer Building, Fiftieth street, Panama City, Republic of
Panama.




8




ARTICLE
20: (Subscribers)





The
names, addresses and the number of shares subscribed by the original subscribers
of shares in the corporation appear set down in the original Articles of
Incorporation of the corporation, which has been duly registered in the Public
Registry of the Republic of Panama.








ARTICLE
21: (Fundamental Financial Policies)





The
fundamental financial policies of the corporation are the
following:





a)
            In
      all its credit operations, the corporation shall be guided by business
      criteria framed within the conditions of competition in the financial
      markets wherein it may operate. Specifically, the corporation shall not
      grant subsidies of interest rates nor banking commissions under any
      circumstances.





b)
            For
      the rediscount of documents and the granting of loans, the corporation
      shall ascertain the existence of adequate conditions for the
      convertibility and transferability of the currencies required to liquidate
      the corresponding obligations at their maturity and, when proper, shall
      adopt the necessary measures to comply with such
    conditions.





c)
            The
      corporation may only grant credit to borrowers organized, domiciled or
      operating in a country whose corresponding state agency is a holder of
      class A shares. Notwithstanding the foregoing, the corporation may grant
      credit to borrowers who do not meet the previously stated qualification,
      as long as the object of such loans is, directly or indirectly, related to
      the foreign trade of countries whose corresponding trade agency is a
      holder of class A shares. In order to facilitate the diversification and
      management of liquidity, credit and market risks, the restrictions
      described above shall not extend to the investment portfolio administered
      by the corporation’s Treasury.





d)
            The
      Corporation may accept sight and time deposits, negotiate loans and lines
      of credit in its favor and, in general, issue all type of securities to
      obtain financial resources. The conditions of these operations by the
      corporation shall be framed within the policies determined to such effect
      by the board of directors.





e)
            The
      Corporation may carry out studies and take any steps that it may deem to
      be relevant to establish export credit insurance systems of a
      multinational nature and collaborate with Latin American countries in
      carrying out market research for the promotion of exports of goods and
      services, in accordance with programs approved by the board of directors
      for such purpose.





9





ARTICLE
22: (First Transitory Article)





Without
prejudice to the provisions of article 12 of these articles of incorporation,
and in order to maintain a staggered board, the directors of the corporation
shall be the following persons as from the moment of approval of these
amendments to the articles of incorporation.





Name
              Represents Class
              Term Expires
              AddressGuillermo
      Güemez García
              A
              2002
              5
      de Mayo No. 2, 4to. Piso
                Colonia
      Centro,
                Código
      Postal 06059
                México
      D.FRossano
      Maranhao Pinto
              A
              2001
              Edif.
      Sede III- 24 Andar
                CEP.70089-900
                Brasilia-
      DH- BrasilSebastiao
      G. Toledo Cunha
              B
              2001
              A.
      Paulista 1000–16 Piso
                CEP.01310-912
                Sao
      Paulo, SP, BrasilErnesto
      A. Bruggia
              B
              2002
              San
      Martín 137, Piso 1
                1004
      Buenos Aires,
                ArgentinaRoland
      B. Bandelier
              B
              2001
              7
      World Trade Center,
                26th
      Floor, New York
                New
      York 10048, U.S.A.Valentín
      E. Hernández
              B
              2002
              111
      Wall St., 19th Floor,
                Zone
      1, New York
                New
      York 10043, U.S.A.Mario
      Covo
              E
              2002
              17
      Park Drive South
                Rye,
      New York, 10580
                U.S.A.Will
      C. Wood
              E
              2003
              1550
      El Camino Real,
                Suite
      275, Menlo Park
                CA.
      94025, U.S.A.José
      Castañeda Vélez
              All
              2003
              Calle
      50 & Aquilino de la
                Guardia,
      Apdo. 6-1497
                El
      Dorado, Panama
                Republic
      of PanamaGonzalo
      Menéndez Duque
              All
              2003
              Teatinos
      No. 180, Piso 13
                Habitación
      No. 1322
                Santiago,
      Chile








ARTICLE
23: (Second Transitory Article)





Upon the
approval of these amendments to these articles of incorporation, all class B and
class C shares of common stock shall be automatically converted into the new
class B shares of common stock, without requiring any further act or
authorization, at the rate of one class B or class C share of common stock, as
the case may be, for one new class B share of common stock.




10