Exhibit
1.2.


BY-LAWS


OF


BANCO
LATINOAMERICANO DE COMERCIO EXTERIOR, S.A.




CHAPTER
I. NAME




ARTICLE
1: 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, and
may also be known commercially as BLADEX (hereinafter, the
“Corporation”).




CHAPTER
II. OFFICES




ARTICLE
2: The Board of Directors shall establish the legal domicile of the Corporation
in city of Panama, Republic of Panama.




ARTICLE
3: In addition, the Corporation may establish offices in other places and
countries and establish such subsidiaries, branches, agencies, representation
and correspondent offices as the Board of Directors may deem
convenient.




CHAPTER
III. MEETINGS OF SHAREHOLDERS




Section
A. Holders of Common Shares




ARTICLE
4: Annual or extraordinary general meetings of the holders of common shares must
be held in the place, date and time fixed in the notice thereof, subject to the
requirement of the presence of the quorum contemplated in Article 10 of these
By-Laws.




ARTICLE
5: Subject to Article 4 and Article 9 of these By-Laws, the Corporation shall
hold a general meeting of the holders of common shares every year, on the date
and in the place determined by a resolution of the Board of Directors, to elect
directors and consider any other matter duly submitted to the meeting by the
Board of Directors.


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ARTICLE
6: The Annual General Meeting of Shareholders especially shall:




(a)
            Subject
      to the provisions of the Articles of Incorporation, elect the members of
      the Board of Directors;




(b)
            Designate
      external auditors;




(c)
            Review
      the audited annual financial statements of the Corporation as approved by
      the Board of Directors; and




(d)
            Consider
      any other business duly submitted to the
  meeting.




ARTICLE
7: Subject to Article 5 and Article 9 of these By-Laws, the Corporation may hold
special meetings of the holders of common shares called by the Board of
Directors, each time that it considers convenient. In addition, the Board of
Directors or its Chairman, must call an extraordinary meeting of holders of
common shares whenever so requested in writing by one or more holders of common
shares representing at least one-twentieth (1/20) part of the authorized
capital.




ARTICLE
8: Any meeting of shareholders, whether ordinary or extraordinary, shall be
called by notice to each registered shareholder with voting rights, by personal
delivery, by facsimile transmission, by telex, by courier, by air mail or by any
other means authorized by the Board of Directors, no less than thirty (30) days
before the date of the meeting, counted from the date the notice is sent. The
notice of the meeting shall include its agenda.




ARTICLE
9: Within twenty (20) days before the date fixed for holding the meeting, or
during the course thereof, any holder of common shares shall have the right to
request, the Board of Directors, before the meeting, or the Chairman of the
meeting during the course thereof, to include any matter in the agenda. Such
matter shall be considered in the meeting if the above-mentioned request is
supported by the affirmative vote of two-thirds (2/3) of the issued and
outstanding common shares.


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ARTICLE
10: At any meeting of shareholders, any shareholder may be represented by proxy,
who need not be a shareholder, and who may be appointed by public or private
document, with or without power of substitution. Said document must be signed
electronically or by the hand of the registered owner of the shares, or his duly
constituted attorney, and upon presentation thereof to the Corporation or its
agent it shall be presumed that it has been duly granted, unless otherwise
proven. The Board of Directors of the Corporation may set a date and time until
when proxies for meetings of shareholders will be received. A proxy shall not be
valid after eleven (11) months from its date of issue unless a longer term is
expressly stated. A duly authorized proxy may not be deemed revoked, and shall
continue in full force and effect, until such time as a document with a later
date revokes it or another proxy is duly constituted by means of a document
bearing a later date. A person represented by proxy may suspend the exercise of
the corresponding proxy and exercise his or her voting right at a meeting of
shareholders if said person is present at the meeting and expressly states his
or her desire to directly exercise his or her powers as shareholder to the
Secretary of the Corporation.




ARTICLE
11: In order to obtain a quorum in any meeting of shareholders, it shall be
required that one half plus one of the issued and outstanding common shares be
represented thereat. The Secretary of the Corporation may set a time on the date
of the meeting of shareholders, until when registration of shareholders will be
allowed for the effects of determining the quorum. After that time, the meeting
of shareholders shall be held with the shareholders registered until then, who
shall be the only shareholders authorized to vote at the meeting of
shareholders. When the quorum mentioned before is not obtained to hold a
particular meeting of shareholders, then said meeting of shareholders shall be
validly held on the second meeting date, which for this purpose shall be
provided in the original notice of the meeting and at such second meeting date
quorum shall be constituted by the shareholders present at the
meeting.




ARTICLE
12: All of the resolutions of the general meetings of shareholders shall be
adopted by the affirmative vote of one half plus one of the common shares
represented at said meeting of shareholders. However, the affirmative vote of
one half plus one of the common shares represented at a meeting called for such
purpose, will be required, including the vote of three quarters (3/4) of all
issued and outstanding Class A common shares, in order to adopt resolutions
regarding:




(a)
            the
      dissolution of the Corporation;




(b)
            the
      amendment of Articles 2, 3, 4, 11, 12, 16 and 21 of the Articles of
      Incorporation of the Corporation;
or




(c)
            the
      merger or consolidation of the
Corporation.


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ARTICLE
13: The holders of common shares of each class are entitled to one (1) vote per
share so held, except that in the elections of the members of the Board of
Directors, the holders of shares of each class shall have a number of votes
equal to the number of shares of the respective class multiplied by the number
of directors to be elected, and may cast all of their votes for only one
candidate or distribute them among the total number of directors to be elected
or any two or more of them, as they may deem convenient.




ARTICLE
14: The shareholders may exercise their vote in person or by electronic means,
as approved by the Board of Directors.




ARTICLE
15: The meeting of shareholders shall be chaired by the Chairman of the
Corporation or, in his absence, by the person the Board of Directors designates
for such purpose.




ARTICLE
16: The Secretary of the Corporation shall be the secretary of the meetings of
shareholders. In his absence, the chairman of the meeting shall appoint any
person, present at the corresponding meeting, to act as secretary
thereof.




ARTICLE
17: The Board of Directors of the Corporation may appoint one or more persons to
verify the counting of the proxies and votes at the meetings, as well as the
elections that may be held at said meetings. If the Board of Directors does not
appoint such person, then the Secretary of the Corporation may assume said
responsibility.




ARTICLE
18: The Board of Directors may fix a date, before the holding of every meeting
of shareholders, as the registration date for the determination of the
shareholders with the right to be called upon and vote at the meeting of
shareholders. Said registration date may not be more than forty (40) days before
the date of the respective meeting. In such case, only the shareholders
registered at such date shall be entitled to be called to attend said meeting
and vote thereat, without taking into account any transfer or conveyance
registered after the corresponding registration date. In the event that the
Board of Directors fails to fix said registration date, only the persons who
appear as holders of shares in the register of the Corporation may be entitled
to vote at the corresponding meeting of shareholders upon (i) termination of the
working hours of the day immediately prior to the date on which the
corresponding call was made or, (ii) if said date is forty (40) or more days
before the meeting, upon termination of the working hours of the fortieth (40th)
day before the date of the corresponding meeting.


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Section
B. Meetings per Class




ARTICLE
19: Whenever the Board of Directors or the Chairman of the Corporation are
requested by shareholders representing at least one-twentieth (1/20) of the
issued and outstanding shares of a given class, the holders of such class of
shares may hold a separate meeting for the purpose of dealing with any matter
that, in accordance with the provisions of the Articles of Incorporation and
these By-Laws, is within their competence.




ARTICLE
20: The provisions established in Section A of this Chapter shall be applicable
mutatis
mutandis to the notice, quorum and the meetings of holders of common
shares of a particular class of shares.




Section
C. Holders of Preferred Shares




ARTICLE
21: In the event that the holders of preferred shares are to exercise the voting
right referred to in Article 4 of the Articles of Incorporation of the
Corporation, the holders of preferred shares must be called to a meeting of
shareholders of said class of shares by the Chairman of the Corporation, as soon
as possible.




ARTICLE
22: The provisions established in Section A of this Chapter shall be applicable
mutatis
mutandis to the notice, quorum and the meetings of holders of preferred
shares, unless the certificate of designation creating such shares establishes
otherwise.




CHAPTER
IV. THE BOARD OF DIRECTORS




ARTICLE
23: The Board of Directors shall direct and control the affairs and assets of
the Corporation, with the exception of such cases as may be reserved by law or
by the Articles of Incorporation for the meeting of shareholders. The Board of
Directors are specially responsible for the following matters:




(a)
            Ensure
      compliance of the resolutions of the General Meeting of
      Shareholders;


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(b)
            Submit
      for consideration of the General Meeting of Shareholders the annual
      audited financial statements of the
Corporation;




(c)
            Approve
      the budget and annual business and operations plan submitted by the
      President and Chief Executive Officer and supervise its
      compliance;




(d)
            Analyze,
      review and approve the strategic plan of the Corporation submitted by the
      President and Chief Executive Officer and supervise its compliance, which
      shall include, without restriction thereto, the long-term and annual goals
      of the Corporation;




(e)
            Identify
      and adopt policies to limit and manage the risks in which the Corporation
      may incur, including risks related to credits, operations, liquidity and
      funding;




(f)
            Review
      and inspect the control and administrative information systems in order to
      ensure that the information is complete and timely and compliance with the
      applicable regulatory regime;




(g)
            Develop,
      implement and monitor information programs to all stakeholders of the
      Corporation and particularly to
shareholders;




(h)
            Elect,
      by majority of votes, the Chairman of the Corporation, the Treasurer, the
      Secretary, and any other Officer of the
  Corporation;




(i)
            Adopt
      hiring and compensation policies for key executives and give support to
      the selection and evaluation process
thereof;




(j)
            Appoint,
      pursuant to the provisions of the Articles of Incorporation, the members
      of the committees of the Board of
Directors;




(k)
            Appoint,
      pursuant to the provisions of the Articles of Incorporation, the members
      of the Advisory Council;




(l)
            Grant
      general or special powers of attorney to directors, officers, or other
      employees of the Corporation, or third parties, to manage as many matters
      as the Board of Directors may deem convenient, provided that they are
      within the powers of the Board of Directors;
and




(n)
            Make
      sure the activities of the Corporation are conducted with transparency and
      in compliance with the highest standards of banking
  ethics.




ARTICLE
24: Directors shall be nominated, elected and replaced pursuant to the
provisions of Article 12 of the Articles of Incorporation of the
Corporation.


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ARTICLE
25: Directors shall be elected for a period of three (3) years and may be
reelected.




ARTICLE
26: Meetings of directors shall be held at least four (4) times a year in the
Republic of Panama or in any other country, as determined by the Board of
Directors.




ARTICLE
27: Meetings of the Board of Directors shall be deemed as held between the
persons present at the meeting if the directors that participate in the meeting
are in direct communication among them by telephone, videoconference or by any
other means of communication authorized by the Board of Directors, and can hear
each other during the meeting.




ARTICLE
28: Notice of any meeting of the Board of Directors shall be given by the
Chairman or the Secretary of the Corporation by means of a personal notice sent
by fax, electronic mail, telex, courier or air mail, to each director. No such
notice for calling a meeting of the Board of Directors needs to be given for
meetings of the Board of Directors if the dates thereof had been pre-established
by the Board of Directors.




ARTICLE
29: The presence of at least six (6) directors is necessary for a meeting of the
Board of Directors to be duly held.




ARTICLE
30: The Board of Directors shall be chaired by the Chairman of the Corporation
and in his absence, by the person appointed by the majority of directors present
at the meeting.




ARTICLE
31: The Secretary of the Corporation shall be the secretary of the Board of
Directors. In his absence, the chairman of the meeting shall appoint any person
present at the meeting to act as the secretary thereof.




ARTICLE
32: The resolutions of the Board of Directors shall be adopted by the
affirmative vote of the majority of the directors present at the
meeting.


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ARTICLE
33: Written resolutions of the Board of Directors signed at least by six (6)
directors of the Corporation shall be valid and binding as resolutions of the
Board of Directors, duly approved, even if the same are signed on different
dates and at different places and without the need for holding a meeting,
provided all directors are informed of the proposed resolution and are given the
opportunity to render their opinion on the same.




ARTICLE
34: The Board of Directors may create one or more committees, which shall have
the powers and duties delegated thereto by the Board, subject to the provisions
of the Articles of Incorporation and these By-Laws. Each committee shall be
composed of two or more members of the Board of Directors, appointed in the
manner and for the purposes and term determined by the Board of
Directors.




ARTICLE
35: The Board of Directors may appoint an Advisory Council that may be composed
of a maximum of ten (10) persons, who need not be directors, officers or
shareholders of the Corporation. The Advisory Council may meet twice a year or
whenever convened by the Board of Directors of the Corporation and its duties
shall be solely to provide advice to the Board of Directors in the manner and as
indicated by the latter.




CHAPTER
V. OFFICERS




ARTICLE
36: The officers of the Corporation shall be:




(a)
            A
      Chairman of the Corporation;




(b)
            A
      President and Chief Executive
Officer;




(c)
            A
      Treasurer; and




(d)
            A
      Secretary.




ARTICLE
37: The Board of Directors may appoint other officers to exercise the powers and
duties granted or conferred upon them by the Board of
Directors.


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ARTICLE
38: Officers shall be elected for a period of one (1) year or until their
successors are appointed. Officers may be reelected.




ARTICLE
39: Any officer may be removed by the Board of Directors.




ARTICLE
40: The powers and duties of the officers of the Corporation, as specified
hereunder, shall be subordinated to the power of the Board of Directors to
indicate, change or amend by means of a duly adopted resolution, the powers and
duties of the officers and agents with respect to any business or transaction.
Without prejudice to the foregoing, the officers shall have the powers and
duties hereinafter set forth:




Section
A. The Chairman of the Corporation




ARTICLE
41: The Chairman shall act as chairman at all the meetings of the shareholders
and the Board of Directors, propose the place and the matters to be considered
at such meetings and shall give or shall cause to be given notice of all
meetings of the shareholders and of the Board of Directors and shall carry out
any other matters entrusted to him by the Board of Directors.




ARTICLE
42: The Chairman of the Corporation shall have the following special
powers:




(a)
            To
      assure the proper operation of the Board of Directors, including to verify
      that all matters relevant and within the powers of the Board of Directors
      are included in the agenda of each meeting; to ensure that all members of
      the Board of Directors receive, in a timely manner, the necessary
      information to evaluate the topics to be dealt with at the meetings of the
      Board of Directors; to strive for the active participation of all members
      of the Board of Directors and confirm that all resolutions adopted are
      duly recorded in the minutes drafted by the
  Secretary;




(b)
            To
      represent the Corporation at such events where the Board of Directors
      deems it convenient for him to be present;
and




(c)
            To
      direct, as approved by the Board of Directors, the execution of
      information programs to all stakeholders of the Corporation and the
      relationship between the Corporation and such
  persons.


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Section
B. The President and Chief Executive Officer




ARTICLE
43: The President and Chief Executive Officer shall be the legal representative
of the Corporation and shall have the following powers subject to the guidelines
established by the Board of Directors:




(a)
            To
      oversee the daily management of the affairs of the Corporation, specially
      the execution of its programs, the conduct of its operations, the
      protection of its equity and the performance of all agreements and
      resolutions of the Board of
Directors;




(b)
            To
      appoint, promote, transfer, remove and fix the remuneration and other
      working conditions of the Corporation’s
  personnel;




(c)
            To
      authorize the granting of powers of attorney for the judicial and
      extrajudicial representation of the
Corporation;




(d)
            To
      participate in the meetings of the Board of Directors and authorize, by
      means of his signature, the transactions, contracts and documents of the
      Corporation, within the parameters established by the Board of
      Directors;




(e)
            To
      prepare the budget and annual business and operations plan of the
      Corporation, submit it to the Board of Directors for its review and
      approval and execute same;




(f)
            To
      prepare the long-term strategic plan of the Corporation, submit it to the
      Board of Directors for its review and approval and execute same;
      and




(g)
            Any
      other powers delegated thereto by the Board of
  Directors.




In
the permanent absence of the President and Chief Executive Officer, the
representation of the Corporation shall be held by the person or persons from
time to time appointed by the Board of Directors of the
Corporation.




Section
C. The Treasurer




ARTICLE
44: In addition to the powers granted by law, the Treasurer shall keep the
accounts of the Corporation and shall have the custody of its funds and
securities.


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Section
D. The Secretary




ARTICLE
45: The Secretary shall attend all meetings of the shareholders and the Board of
Directors, and shall record the votes and sign, jointly with the Chairman, the
minutes of such meetings. As an alternative to the Chairman of the Corporation,
the Secretary may give or cause to be given notice of all meetings of the
shareholders and the Board of Directors and shall perform all other duties
entrusted to him by the Board of Directors or the Chairman of the Corporation,
who shall be in charge of his supervision.




CHAPTER
VI. SHARE CERTIFICATES




ARTICLE
46: The Corporation may issue common or preferred shares of stock, by means of
physical certificates or in a totally incorporeal form, or both ways, as may be
authorized from time to time by the Board of Directors. The physical share
certificates may, in turn, be individual certificates issued in the name of the
shareholder or global certificates to be deposited with a central
custodian.




ARTICLE
47: The contents and form of the physical share certificates of the Corporation
shall be determined by the Board of Directors and shall necessarily include its
sequential number, the name of the owner and the issuance date of the
certificate, and shall comply with the laws of the Republic of Panama, the
Articles of Incorporation and these By-Laws.




ARTICLE
48: The physical share certificates of the Corporation shall be signed by the
Chairman of the Corporation or by the President and Chief Executive Officer as
well as by the Secretary or Treasurer.




ARTICLE
49: Any and all signatures on the share certificates may be facsimiles. In the
event that any of the officers of the Corporation or employees of the
registration and transfer agent or agents of the shares of the Corporation who
have signed a share certificate or whose facsimile signature is affixed on a
particular share certificate shall cease to be an officer of the Corporation or
an employee of the respective registration and transfer agent before the
certificate is issued and outstanding, said certificate may be issued by the
Corporation as if the officer of the Corporation or employee of the relevant
registration and transfer agent were holding the respective position on the date
of issuance.


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ARTICLE
50: The shares of stock that are issued in totally incorporeal form shall be
recorded in the Register of Shares and Share Transfers that the Corporation, or
one or more of the  registration and transfer agents appointed thereto
by the Corporation, shall keep to such effect. The Board of Directors may, from
time to time, establish the information contained in said Registers of Shares
and Share Transfers.




ARTICLE
51: The Corporation shall keep one or more Registers of Shares and Share
Transfers, according to the share classes comprising the authorized capital of
the Corporation, in which shall validly be registered the issuance and transfers
of shares according to the law, including the name of the shareholder and his or
her address, the number and class of shares owned thereby, the number and date
of issuance of the share certificate (for physical certificates), the amount
paid for such shares or indication that they are fully paid and non-assessable;
and the number and the cancellation date of each share certificate (for physical
certificates) delivered to the Corporation for its cancellation.




ARTICLE
52: The Corporation may appoint one or more registration and transfer agents for
the shares of the Corporation.




ARTICLE
53: The transfer of shares shall be recorded in the registers of shares and
share transfers of the Corporation and no new physical certificate shall be
issued to replace an existing physical share certificate unless the existing
physical certificate, for the same number of shares represented by the new
physical certificate, is previously delivered to the Corporation for its
cancellation.




ARTICLE
54: In the event of loss or damage of any physical share certificate, a new
physical certificate may be issued in its stead once the respective loss or
damage has been evidenced and the Corporation is given a satisfactory indemnity
bond in the amount and terms determined by the Board of
Directors.


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CHAPTER
VII. FINANCIAL STATEMENTS




ARTICLE
55: The Corporation shall close its accounts on December 31 of each year and
shall have the annual financial statements prepared and audited for the
completed fiscal period, which shall at least include the corresponding balance
sheet and a detailed report of its profit and loss accounts. These shall be
submitted for the consideration of the Board of Directors, which after studying
and approving them, shall be submitted by the Board of Directors, together with
the report of the external auditors, to the Annual Meeting of Shareholders
within a period of one hundred and twenty (120) days after the pertinent fiscal
period.




ARTICLE
56: The financial statements shall be prepared according to generally accepted
accounting principles and rules as accepted by the Board of Directors and shall
accurately show the profits and losses realized by the Corporation.




CHAPTER
VIII. AMENDMENTS TO THE BY-LAWS




ARTICLE
57: The Board of Directors may amend or modify these By-Laws by affirmative vote
of the majority of its members at any meeting duly held.


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