THE MANAGING BOARD OF INDUSTRIAL AND COMMERCIAL BANK OF VIETNAM

DECIDES:

Article 1.- To promulgate together with this Decision the Charter on Organization and Operation of the Industrial and Commercial Bank of Vietnam.

Article 2.- This Decision takes effect after its signing. The Charter on Organization and Operation of the Industrial and Commercial Bank of Vietnam shall be implemented after it is approved by the State Bank.

Article 3.- The Managing Board members, the general director, the deputy- general directors, the heads of the sections and Departments at the head-office, the directors of transaction offices, branches, affiliated companies, non-business units and heads of the representative offices of the Industrial and Commercial Bank of Vietnam shall have to implement this Decision.

On behalf of the Managing Board of the Industrial and Commercial Bank of Vietnam
Chairman
NGUYEN VAN BINH

Chapter I

GENERAL PROVISIONS

Article 1.- The Industrial and Commercial Bank of Vietnam (hereinafter called INCOMBANK for short) is a State-run commercial bank set up under Decision No.402/CT of November 14, 1990 of the Chairman of the Council of Ministers and re-established under Decision No.285/QD-NH5 of September 21, 1996 after the model of State corporations prescribed in Decision No.90/TTg of March 7, 1994, under the authorization of the Prime Minister. The INCOMBANK is entitled to conduct banking activities and other relevant business activities for profits, contributing to the attainment of economic objectives of the State.

Article 2.- The INCOMBANK has:

1. The legal person status under the Vietnamese law.

2. Its name: The Industrial and Commercial Bank of Vietnam

- Its transaction English name is INDUSTRIAL AND COMMERCIAL BANK OF VIETNAM, called INCOMBANK VIETNAM for short; ICB in abbreviation.

- Its head-office: 108 Tran Hung Dao street, Hoan Kiem district, Hanoi city.

Tel: (04).9421030 - 9421158. Fax: 04- 9421032. Telex: 412259 ICBV- VT.

3. The organization and operation charter, the managerial and executive apparatus.

4. The charter capital: VND 2,100,000,000,000 (Two thousand and one hundred billion dong), which shall be periodically supplemented.

5. Its own seal and accounts opened at the State Bank and domestic as well as foreign banks according to the regulations of the State Bank.

6. The balance sheet and funds as prescribed by law.

Article 3.- INCOMBANK has an operation duration of 99 years counting from the date the State Bank Governor signed the decision on its re-establishment under Decision No.285/QD-NH5 of September 21, 1996.

Article 4.- INCOMBANK is subject to the State management by the State Bank, the ministries, ministerial-level agencies, Government-attached agencies and the People?s Committees of all levels according to their respective functions and law provisions.

Chapter II

CONTENTS AND SCOPE OF OPERATION OF INCOMBANK

Section 1. CAPITAL MOBILIZATION

Article 5.- INCOMBANK mobilizes capital in the following forms:

1. Receiving deposits of organizations, individuals and other credit institutions in forms of demand deposits, time deposits and other kinds of deposit in Vietnam dong, foreign currencies and gold.

2. Issuing deposit certificates, promissory notes, bonds and other valuable papers to mobilize capital of organizations and individuals at home and abroad when so approved by the State Bank Governor.

3. Borrowing capital from other credit institutions operating in Vietnam and foreign credit institutions.

4. Making short-term capital borrowings from the State Bank in form of capital re-allocation.

5. Other capital-mobilizing forms as provided for by the State Bank.

Section 2. CREDIT ACTIVITIES

Article 6.- INCOMBANK grants credits in Vietnam dong, foreign currencies and gold to organizations and individuals in forms of loan; discount on commercial bills and other valuable papers; guarantee, financial leasing and other forms as prescribed by the State Bank.

Article 7.- INCOMBANK provides loans to organizations, individuals and households in the following forms:

1. Short-term loans.

2. Medium-term loans.

3. Long-term loans.

4. Loans provided under decisions of the Prime Minister in case of necessity.

1. INCOMBANK is entitled to request customers to provide documents proving their investment projects; production, business or service plans, feasible plans in service of life, the financial capabilities of their own and of their guarantors before deciding to provide loans; to inspect and supervise the process of borrowing capital, using loan capital and repaying debts by customers; is entitled to terminate the lending, recover debts ahead of time when detecting that customers have supplied false information, breached credit contracts; to refuse lending to customers who are not qualified to borrow capital, projects and borrowings which do not bring about economic efficiency, are irrecoverable, incompatible with law provisions.

2. INCOMBANK is entitled to handle loan-guaranteeing properties of borrowers, properties of guarantors for the performance of their guarantee obligations in order to recover debts according to the regulations in the Government?s decree on securing loans of credit institutions; to initiate lawsuits against customers for breach of credit contracts and the guarantors for failure to perform or improper performance of, their guarantee obligations under the provisions of law.

3. INCOMBANK exempts and/or reduces the lending interest rates and banking charges, renew loans, adjust loan terms, buy and sell debts according to the regulations of the State Bank.

1. INCOMBANK provides loan guarantee, payment guarantee, contract-performance guarantee, bidding guarantee and other form of banking guarantee for organizations and individuals according to the regulations of the State Bank.

2. INCOMBANK provides borrowing guarantee, payment guarantee and other forms of banking guarantee for foreign organizations and individuals.

3. INCOMBANK is entitled to request the guaranteed to fulfill their commitments to INCOMBANK; to provide security for INCOMBANK?s guarantee; to supply fully and accurately information and documents relating to the guarantee; to control all activities related to the guarantee obligations; to refuse the provision of guarantee to customers having not enough prestige.

1. INCOMBANK discounts commercial bills, promissory notes and other short-term valuable papers for organizations and individuals.

2. INCOMBANK rediscounts commercial bills, promissory notes, mercantile papers and other short-term valuable papers for other credit institutions.

Article 11.- INCOMBANK effects the financial leasing through the financial leasing companies attached to it. INCOMBANK?s financial leasing companies are organized and operate according to law provisions and their charters.

Section 3. PAYMENT AND TREASURY SERVICES

1. INCOMBANK opens deposit accounts and other accounts at the Transaction Office of the State Bank, the Hanoi branch of the State Bank to effect payment transactions and maintain on its deposit account at the Transaction Office of the State Bank the compulsory reserve deposit balance according to the regulations of the State Bank; open deposit accounts at other banks in the country according to the regulations of the State Bank.

2. INCOMBANK?s transaction offices and branches open deposit accounts at the State Bank?s branches in provinces and cities where INCOMBANK locates its transaction offices and/or branches.

3. INCOMBANK opens accounts for domestic and foreign customers according to law provisions.

1. INCOMBANK provides the following payment and treasury services:

a) The provision of payment instruments.

b) The provision of domestic payment services to customers.

c) Provision of the services of entrusted collection and/or entrusted spending.

d) Provision of other payment services according to the regulations of the State Bank.

e) Provision of international payment services according to the regulations of the State Bank.

f) Provision of cash collection and payment services for customers.

2. INCOMBANK organizes the internal payment system and participates in the domestic inter-bank payment system, and participates in international payment systems under the regulations of the State Bank.

Section 4. OTHER ACTIVITIES

Article 14.- INCOMBANK conducts the following activities:

1. Using its charter capital and reserve funds to contribute capital, buy shares of enterprises and other credit institutions under the provisions of law.

2. Contributing capital to foreign credit institutions for setting up joint-venture credit institutions in Vietnam according to the Government?s regulations on organization and operation of foreign credit institutions in Vietnam.

3. Participating in the monetary market under the regulations of the State Bank.

4. Dealing in foreign exchange and gold on domestic and international markets according to the regulations of the State Bank.

5. Making entrustment, taking entrustment, acting as agents in domains related to banking operations, including the management of assets and investment capital of domestic and foreign organizations and individuals under entrustment or agency contracts.

6. Providing insurance services; setting up affiliated companies and joint-venture companies to conduct insurance business according to the provisions of law.

7. Providing services of:

- Financial and monetary consultancy for customers in form of direct consultancy for customers; establishment of affiliated companies according to the provisions of law.

- Preservation of precious objects, valuable papers, lease of safes, pledges and other services according to the provisions of law.

8. Conducting the operation of exploiting assets through the debt-managing and asset-exploiting company of INCOMBANK.

9. Conducting the operation of trading in securities through the securities company Ltd. of INCOMBANK.

10. Conducting other business activities related to banking operations according to the provisions of law.

Article 15.- INCOMBANK shall not directly deal in real estates.

Article 16.- In the course of operation, INCOMBANK abides by the regulations on restrictions in order to ensure safety in operation according to the provisions in Section 5, Chapter III of the Law on Credit Institutions and the regulations of the State Bank, to make reserves for inventories and/or securities price decreases according to the provisions of law.

Chapter III

ORGANIZATIONAL STRUCTURE, ADMINISTRATION, MANAGEMENT AND CONTROL OF INCOMBANK

Section 1. ORGANIZATIONAL STRUCTURE

Article 17.- The organizational system of INCOMBANK is composed of:

1. The head-office.

2. Transaction offices, branches (called grade 1-branches), representative offices, non-business units, affiliated companies.

3. Branches affiliated to grade 1- branches (called grade 2-branches).

4. Transaction bureaus, savings funds affiliated to transaction offices, grade 1- branches, grade 2-branches.

The lists of transaction offices, grade 1-branches, representative offices, affiliated companies, non-business units are inscribed in appendices to the INCOMBANK?s Charter.

Article 18.- The organizational structure of the managerial and executive apparatus at the head-office:

1. The Managing Board and its assisting apparatus.

2. The Control Board.

3. The general director and assisting apparatus.

4. The internal inspection and audit system.

Article 19.- The assisting apparatus of the general director:

1. The deputy-general directors.

2. The chief accountant.

3. The specialized bureaus and departments.

4. The internal inspection and audit bureau (called the internal inspection bureau for short).

Article 20.- The organizational structure of the executive apparatus of a transaction office, a grade 1-branch, a grade 2-branch:

1. The director.

2. The deputy-directors.

3. The head of accountancy bureau.

4. The specialized bureaus (teams).

5. The transaction bureau, savings funds.

6. The internal inspection and audit team.

Article 21.- The organizational structure of the executive apparatus of a branch, a non-business unit shall be prescribed by the Managing Board of INCOMBANK in accordance with the provisions of law.

Article 22.- The organizational structure of the executive apparatus of an affiliated company shall comply with the Government?s regulations for each type of affiliated company allowed to be set up.

Section 2. THE MANAGING BOARD AND THE CONTROL BOARD

Article 23.- Administering INCOMBANK is the Managing Board. The State Bank Governor appoints and dismisses holders of the Managing Board?s positions, commend or reward and discipline Managing Board members.

Article 24.- The Managing Board and members of the Managing Board of INCOMBANK:

1. The Managing Board is composed of 5 members, who are all full-time members, of whom 1 is the Managing Board chairman, 1 is the general director, 1 is the head of the Control Board. Depending on the scale of operation of INCOMBANK, the number of Managing Board members may increase to 7. The increase of the number of Managing Board members is decided by the Managing Board of INCOMBANK.

2. The Managing Board members are persons having prestige, professional ethics and knowledge about banking operations, are not subjects prescribed in Article 40 of the Law on Credit Institutions.

3. The chairman and other members of the Managing Board must not authorize persons who are not Managing Board members to perform their tasks and/or exercise their powers.

4. The Managing Board chairman must not participate in the Managing Boards of or participate in managing other credit institutions, except where such organizations are companies affiliated to the INCOMBANK.

5. The Managing Board chairman must not concurrently be the general director or deputy-general director of the INCOMBANK.

6. The term of office of a Managing Board member is five years. The Managing Board members may be re-appointed.

Article 25.- Tasks and powers of the Managing Board

1. To administer INCOMBANK according to the provisions of the Law on Credit Institutions, the Government?s Decree on organization and operation of the commercial banks and other relevant law provisions.

2. To receive capital sources and other resources assigned by the State.

3. To submit to the State Bank Governor for approval:

a) The amendments and supplements to INCOMBANK? s Charter;

b) The establishment of affiliated companies;

c) The opening of transaction offices, branches, representative offices inside and outside the country (hereinafter called the representative offices for short), the setting up of non-business units of INCOMBANK;

d) The capital contribution, share purchase, joint venture with foreign investors;

e) The separation, merger, consolidation, re-purchase or dissolution of INCOMBANK as well as its transaction offices, branches, representative offices, affiliated companies and non-business units;

f) The changes prescribed in Clause 1, Article 31 of the Law on Credit Institutions;

g) The appointment and dismissal of the chairman and members of the Managing Board, the general director, deputy-general directors, the chief accountant of INCOMBANK;

h) The appointment and dismissal of the head as well as full-time and part-time members of the Control Board;

i) The independent auditing organization for auditing activities of INCOMBANK.

4. To approve schemes proposed by the general director on assignment of capital and other resources to affiliated companies.

5. To decide on capital contribution to and/or purchase of shares of enterprises and other credit institutions, except for capital contribution, share purchase and joint ventures with foreign investors.

6. To approve plans for business activities, for use of after-tax profits of INCOMBANK, proposed by the general director.

7. To decide on the appointment, dismissal, transfer, commendation and discipline of heads of the representative offices, directors of transaction offices, branches, non-business units or affiliated companies, except otherwise prescribed by law for affiliated companies and other titles under the provisions of law.

8. To decide on the organizational structure of the managerial and executive apparatus at the head-office; the organizational structure of the executive apparatuses of transaction offices, branches, representative offices, non-business units. To decide on the total payroll of INCOMBANK at the proposal of the general director. To promulgate the regulation on public employees; the regulation on wage payment; the financial regulation; the commendation/reward and discipline regulation for application within INCOMBANK.

9. To stipulate the interest rates, exchange rates, commission rates, charge and fine rates for customers according to the regulations of the State Bank and law for the general director to organize the implementation thereof.

10. To promulgate the working regulations of transaction offices, branches, representative offices and non-business units. To promulgate the Charters as well as amendments and supplements to the Charters of affiliate companies of INCOMBANK.

11. To promulgate the working regulations of the Managing Board and the Control Board.

12. To promulgate regulations on organization and operation of the internal inspection and audit apparatus under the provisions of law. To decide on the organizational structure, functions, tasks and powers of bureaus and departments at the head-office, which are submitted by the general director.

13. To adopt general financial reports and annual settlement reports of INCOMBANK.

14. To promulgate documents guiding in detail the implementation of policies, regimes and regulations of the State, the State Bank on banking operations.

15. To exercise other powers and perform other tasks as provided for by law.

Article 26.- Tasks of the Managing Board members

1. The Managing Board chairman has the tasks:

a) To be responsible for all affairs of the Managing Board, to organize the assignment of tasks to members for the performance of tasks and exercise of the powers of the Managing Board;

b) To sign on behalf of the Managing Board together with the general director the reception of capital and other resources assigned to INCOMBANK by the State;

c) To sign documents falling under the Managing Board?s jurisdiction for submission to the State Bank and relevant agencies;

d) To sign resolutions, decisions and documents or adopt documents falling under the Managing Board?s jurisdiction for implementation within INCOMBANK;

e) To convene, preside over and assign Managing Board members to prepare agendas of, meetings of the Managing Board;

f) To monitor and urge the performance of tasks by Managing Board members during intervals of the Managing Board?s meetings.

2. Tasks of other members of the Managing Board shall be assigned by its chairman in compatibility with the operation of INCOMBANK and the working conditions of each member.

Article 27.- The assisting apparatus of the Managing Board

1. The Managing Board uses the executive apparatus and seal of INCOMBANK for the performance of its tasks.

2. The Managing Board has an assisting section consisting of 5 officials working on the full-time basis. The Managing Board chairman selects and replaces the assistants to the Managing Board.

3. The Managing Board sets up the Control Board for inspection and supervision of activities of INCOMBANK.

Article 28.- The working regime of the Managing Board

1. The Managing Board works collectively, meets once a month to consider and decide on issues falling under its jurisdiction and responsibility. When necessary, the Managing Board may hold extraordinary meetings to settle urgent issues of INCOMBANK at the proposal of the Managing Board chairman, the Control Board head, the general director, or more than 50% of the Managing Board members.

2. The Managing Board chairman convenes and chair all meetings of the Managing Board; in cases where he/she is absent, the chairman shall authorize another member of the Managing Board to convene and preside over the meetings.

3. The Managing Board?s meetings are considered valid when they are attended by at least 2/3 of its members. The documents on the Managing Board?s meetings must be sent to the Managing Board members and delegates invited to attend the meetings 5 working days before the meetings start.

The Managing Board?s meetings must be recorded in minutes which must be signed by all Managing Board members who have attended the meetings.

Resolutions and decisions of the Managing Board must be approved through voting by more than 50% of the total number of the Managing Board members. Where the votes are split equal, the final decision shall belong to the side with the vote of the Managing Board chairman.

Managing Board members with divergent opinions on the resolutions and/or decisions of the Managing Board may reserve their opinions and report them to competent State bodies; pending the decision of the competent bodies, they must still abide by the resolutions and/or decisions of the Managing Board. Their reserved opinions shall be recorded in documents which must be signed by the reservists and kept together with the relevant resolutions and decisions of the meetings.

4. The Managing Board, when meeting to discuss work contents related to the State management functions of ministries, branches, provinces and/or cities, shall have to invite competent representatives of the ministries, branches and/or local administrations to attend its meetings; when meeting to discuss work contents related to the interests and obligations of the laborers in the INCOMBANK, shall have to invite representatives of the branch?s trade union to attend. The representatives of agencies and organizations, invited to attend the above-said meetings may give their speeches but shall not participate in the voting.

5. The Managing Board?s resolutions and decisions are binding on the entire INCOMBANK system.

6. INCOMBANK?s general director, the directors of its transaction offices, branches, non-business units and affiliated companies shall have to fully and timely supply necessary information related to activities of INCOMBANK at the request of the Managing Board.

7. The Managing Board members shall have to keep confidential the supplied information.

8. The expenses for operations of the Managing Board and the Control Board, including wages and allowances paid to members thereof and the assisting body of the Managing Board shall be calculated into the managerial expenses of INCOMBANK. The general director shall ensure the working conditions and facilities for the Managing Board and the Control Board.

Article 29.- Members of the Control Board

1. The Control Board has 5 members, of whom 3 are full-time members and 2 are part-time members (including 1 member recommended by the Finance Minister and 1 by the State Bank Governor). Depending on the operation scale of INCOMBANK, the number of members of the Control Board may increase; the increase of the number of Control Board members shall be decided by the Managing Board.

2. The head of the Control Board is a member of the Managing Board, who is assigned by the Managing Board to take that post. Other members of the Control Board shall be appointed, removed from office or transferred by the Managing Board. The head and other members of the Control Board must be approved by the State Bank Governor.

3. The Control Board members are persons who satisfy the professional and ethical requirements prescribed by the State Bank and must not belong to the subjects defined in Article 40 of the Law on Credit Institutions.

Article 30.- Tasks and powers of the Control Board

1. To inspect the financial activities of INCOMBANK; supervise the observance of the accounting regime, the operation of the internal inspection and auditing system of INCOMBANK.

2. To appraise the annual financial reports of INCOMBANK; to inspect every specific matter related to financial activities of INCOMBANK when deeming it necessary or under decisions of the Managing Board.

3. To regularly notify the Managing Board of the results of financial activities of INCOMBANK.

4. To report to the Managing Board on the accuracy, truthfulness and legality of the recording and archival of vouchers and the opening of accounting books and making of financial reports of INCOMBANK; on activities of the internal inspection and audit system of INCOMBANK.

5. To propose measures for supplementing, modifying and improving the financial activities of INCOMBANK according to law provisions.

6. To use the internal inspection and audit system of INCOMBANK for the performance of its tasks.

7. Other tasks and powers as prescribed by law.

Section 3. THE GENERAL DIRECTOR AND ASSISTING APPARATUS

Article 31.- The general director runs all activities of INCOMBANK. The general director is assisted by several deputy-general directors, the chief accountant and specialized bureaus and departments.

Article 32.- The general director is the legal person representative of INCOMBANK, takes responsibility before the Managing Board and before law for the running of daily activities according to his/her tasks and powers prescribed in Article 36 of this Charter.

Article 33.- Deputy-general directors are persons who assist the general director in administering one or several domains of activities of INCOMBANK according to the latter?s assignment and are uncountable to the general director and law for their assigned tasks.

Article 34.- The general director and deputy-general directors do not belong to the subjects defined in Article 40 of the Law on Credit Institutions, reside in Vietnam while being in office, have professional qualifications and capability to administer INCOMBANK under the regulations of the State Bank.

Article 35.- The general director and deputy-general directors shall be appointed, dismissed, commended, rewarded or disciplined by the State Bank Governor at the proposal of the Managing Board.

Article 36.- Tasks and powers of the general director

1. To sign together with the Managing Board chairman the reception of capital and other resources assigned by the State for management and use. To allocate capital and other resources to affiliated companies according to plans already approved by the Managing Board.

2. To submit to the Managing Board for decision:

a) Amendments and supplements to the Charter of INCOMBANK;

b) The establishment of affiliated companies;

c) The opening of transaction offices, branches and/or representative offices; the setting up of non-business units;

d) The organizational structure of the managerial and executive apparatus at the head-office; the organizational structure of the executive apparatuses of transaction offices, branches, representative offices, non-business units; the total payroll of INCOMBANK;

e) The appointment, dismissal, transfer, commendation, reward and discipline of deputy-general directors, the chief accountant; directors of transaction offices or branches of INCOMBANK, heads of representative offices, non-business units, affiliated companies, except otherwise prescribed by law for affiliated companies and other titles under the provisions of law;

f) For promulgation, the promulgation of regulations on organizations and operation of the internal inspection and audit system as provided for by law; the regulation on organization and operation of transaction offices, branches, representative offices, non-business units;

g) For promulgation, the regulations on public employees; commendation and discipline; finance and wage payment;

h) Plans for business activities, plans for use of after-tax profits;

i) The setting of interest rates, exchange rates, commission rates, fees, fine levels for violations in business and banking services for application to customers in each period as provided for by law.

j) The capital contribution to, purchase of shares of enterprises and/or other credit institutions;

k) Plans on division, consolidation, merger, repurchase or dissolution of INCOMBANK as well as its transaction offices, branches, representative offices, affiliated companies and/or non-business units;

l) The changes defined in Clause 1, Article 31 of the Law on Credit Institutions;

m) The selection of independent auditing organization to audit activities of INCOMBANK;

n) The approval of annual general financial and settlement reports of INCOMBANK;

o) For promulgation, the documents guiding in detail the implementation of policies, regimes and regulations of the State and the State Bank on banking operations.

3. To appoint, remove from office, transfer, commend and discipline heads and deputy-heads of specialized bureaus or departments at the head-office, deputy-directors, heads of the accountancy bureaus, heads of the business bureaus, heads of the internal inspection and audit teams of transaction offices, branches, non-business units, affiliated companies and other posts according to the provisions of law or the working regulations of the Managing Board, which fall under the jurisdiction of the general director.

4. To organize the implementation of plans on business activities, plans on the use of after-tax profits when they are approved by the Managing Board.

5. To administer and decide on matters related to business activities of INCOMBANK according to law and decisions of the Managing Board; to bear responsibility for the business results of INCOMBANK.

6. To represent INCOMBANK in its international relations, legal proceedings, disputes, dissolution or bankruptcy according to law provisions.

7. To decide on the application of measures beyond his/her jurisdiction in case of emergency (natural disasters, enemy sabotage, fires, accidents) and take responsibility for such decisions, then report such to the Managing Board, the State Bank and other competent State bodies for further settlement.

8. To submit to the inspection and supervision of the Managing Board, the Control Board, the State Bank and other competent State bodies over the performance of his/her executive tasks.

9. To report to the Managing Board, the State Bank and other competent State bodies as provided for by law on the results of the business activities of INCOMBANK.

10. To recruit, sign labor contracts with, decide on termination of labor contracts with, on commendation, reward, discipline, wages and allowances for laborers in INCOMBANK according to his/her competence and to law.

11. Other rights and tasks as provided for by law and decided by the Managing Board.

Article 37.- The chief accountant shall be appointed and removed from office by the State Bank Governor at the proposal of the Managing Board after getting the consent of the Ministry of Finance. The chief accountant assists the general director in directing the implementation of the accounting and statistical work of the bank, having the rights and tasks prescribed by law.

Article 38.- The specialized bureaus and departments at the head-office function to advise and assist the Managing Board and the general director in the management and administration, organization of business of INCOMBANK. The organizational structure, functions and tasks of specialized bureaus and departments shall be decided by the Managing Board at the proposal of the general director.

Section 4. INTERNAL INSPECTION AND AUDIT SYSTEM

Article 39.- The internal inspection and audit system.

1. The full-time internal inspection and audit system (referred collectively to as the internal inspection system) belongs to the executive apparatus of the general director, from the head-office to transaction offices, branches, representative offices and affiliated companies, helping the general director to run all professional activities of the Bank smoothly, safely and lawfully.

2. The internal inspection system and the personnel performing this operation (internal inspection personnel) are organized and directed professionally in an unified manner throughout the INCOMBANK system; independent in operation from other professional sections at the head-office, the transaction offices, branches, representative offices and affiliated companies and are independent in making evaluations, conclusions and proposals in inspection and auditing activities.

3. The internal inspection personnel shall not concurrently take up other jobs of INCOMBANK.

Article 40.- The internal inspection personnel

The internal inspection personnel of INCOMBANK satisfy the common criteria prescribed for banking personnel and all the following criteria:

1. Having knowledge about law, being proficient in their jobs.

2. Having university (or equivalent) degree in banking or economics, finance, accountancy.

3. Having been engaged in banking activities for at least 3 years.

4. The spouses, parents, children and siblings of the general director, deputy-general directors and chief accountant of the INCOMBANK must not be the head, deputy-heads, inspectors or personnel of the internal inspection bureau at the head-office.

The spouses, parents, children and siblings of the directors, deputy-directors, heads of the accountancy sections at the transaction offices, branches, affiliated companies or representative offices must not be the leaders or deputy-leaders of the internal inspection and auditing teams, or inspectors at those units.

Article 41.- The tasks of the internal inspection organizations

1. To regularly inspect the observance of law and regulations of the State Bank and the internal regulations of INCOMBANK; to directly inspect the professional activities in all domains at the head-office, transaction offices, branches, representative offices, affiliated companies and non-business units.

2. To audit the professional operations in each period, each domain in order to accurately assess the business results and real financial situation of INCOMBANK.

3. To report in time to the general director, the Managing Board and the Control Board on internal inspection and auditing results and propose measures to overcome shortcomings and weaknesses.

4. Other tasks stipulated by the general director.

Article 42.- Powers of the internal inspection organizations:

1. To request the professional sections and personnel to explain works already done, being done, to produce directing documents, recording vouchers and books as well as other relevant documents (when necessary) in operation in service of the inspection or auditing work.

2. To request the general director (director) to set up inspection or re-inspection teams to perform tasks of periodical or extraordinary inspection or auditing.

3. The head of the internal inspection and audit bureau at the head- office or leaders of the internal inspection teams at transaction offices, branches, representative offices or affiliated companies are entitled to attend meetings convened by the general director or director.

4. To propose the general director or director to handle according to competence units and/or individuals, that have committed acts of violating laws and regulations of the State Bank and/or of INCOMBANK.

5. Other powers as stipulated by the general director.

Chapter IV

FINANCE, ACCOUNTING, REPORTING, AUDITING FOR INCOMBANK

Section 1. FINANCE

Article 43.- INCOMBANK follows the financial regime under the regulations of the Government and the guidance of the Finance Ministry.

The Managing Board chairman, the INCOMBANK general director take responsibility before law and State management bodies for the observance of their bank?s financial regime.

Article 44.- The INCOMBANK?S working capital includes the following sources:

1. The charter capital;

2. The State-allocated capital for investment in construction and procurement of assets (if any);

3. The differences due to revaluation of assets, exchange rate differences;

4. Reserve funds for supplementation of the charter capital, the professional development investment fund, the financial reserve fund, the reserve fund for job-loss allowances, reward fund, welfare fund;

5. Profits retained and not yet distributed to various funds;

6. Capital mobilized in the forms prescribed in Article 5 of this Charter;

7. Capital of other kinds as provided for by law.

1. INCOMBANK may use its working capital in service of business activities, construction investment and procurement of fixed assets according to the provisions of law.

2. INCOMBANK is entitled to change its capital and asset structure in service of its operation development according to law provisions.

3. INCOMBANK may transfer capital and assets among affiliated companies which have the legal person status and practice independent cost-accounting.

Article 46.- Deduction for setting up funds

INCOMBANK may make deductions for setting up the following funds:

1. The reserve fund for supplementation to the charter capital;

2. The financial reserve fund;

3. The professional development investment fund;

4. The reserve fund for job-loss allowance;

5. The reward fund;

6. The welfare fund.

The deduction for setting up the above funds must comply with law provisions.

Article 47.- Financial autonomy of INCOMBANK

1. The INCOMBANK is autonomous in its finance, responsible for its business operations, fulfills its obligations and commitments as provided for by law.

2. Within 120 days as from the end of the fiscal year, INCOMBANK publicizes its financial report as provided for by law.

Section 2. ACCOUNTING, REPORTING

1. INCOMBANK follows the accounting and statistical regimes as prescribed by law.

2. INCOMBANK?S fiscal year begins on January 1 and ends on December 31 of the calendar year.

3. INCOMBANK practices accounting according to the book-keeping account system stipulated by the State Bank.

1. INCOMBANK follows the regime of financial reports under the provisions of legislation on accountancy and statistics and of periodical reports on professional operations according to the regulations of the State Bank Governor.

2. Apart from the periodical reports, INCOMBANK shall report immediately to the State Bank on the following cases:

a) The unusual development in professional operation, which may seriously affect the business situation of INCOMBANK.

b) Big changes in organization of INCOMBANK.

3. Within 90 days after the end of the fiscal year, the INCOMBANK shall send to the State Bank the annual reports as provided for by law.

Section 3. AUDITING OF THE BANK

1. Within no more than 30 days after the end of the fiscal year, INCOMBANK must select an auditing organization other than the internal audit to audit its activities. Such auditing organization must be approved by the State Bank.

2. The auditing of INCOMBANK activities shall comply with the provisions of the Law on Credit Institutions, the legislation on independent audit and guiding documents of the State Bank.

Chapter V

SPECIAL CONTROL, BANKRUPTCY, DISSOLUTION AND LIQUIDATION OF INCOMBANK

1. Where INCOMBANK is in danger of losing its capability for repayment to its customers, it shall have to immediately report to the State Bank on its real financial situation, the causes and the remedial measures already applied and expected to be applied.

2. INCOMBANK may be placed by the State Bank under the special control status in the following cases:

a) It is in danger of insolvency;

b) Its irrecoverable debts lead to the danger of insolvency;

c) Its accumulated loss amount is larger than 50% of its actually available charter capital and funds.

Article 52.- In case of urgency, in order to ensure its capability to repay deposits to customers, INCOMBANK may be provided with special loans by other credit institutions or the State Bank. Such special loans shall be repaid with priority before all other loan debts of INCOMBANK.

Article 53.- Bankruptcy of INCOMBANK

The bankruptcy of the INCOMBANK shall comply with the provisions in Article 98 of the Law on Credit Institutions.

Article 54.- Dissolution of the INCOMBANK

1. INCOMBANK shall dissolve in the following cases:

a) The State deems it unnecessary to maintain it.

b) Upon the expiry of its operation, the State Bank does not permit the extension thereof;

2. The State Bank Governor shall decide on the dissolution and on the setting up of the Council for dissolution of INCOMBANK.

Article 55.- Liquidation of INCOMBANK

1. Where INCOMBANK is declared bankrupt, the liquidation of INCOMBANK shall comply with the provisions of legislation on enterprise bankruptcy.

2. Upon its dissolution according to Article 54 of this Charter, INCOMBANK shall immediately proceed with the liquidation under the supervision of the State Bank.

3. All expenses related to the liquidation shall be covered by INCOMBANK.

Chapter VI

INFORMATION AND CONFIDENTIALITY OF INCOMEBANK

Article 56.- INCOMBANK shall practice the periodical information to the account holders of the transactions and balance on their accounts at INCOMBANK.

Article 57.- INCOMBANK may exchange information with other credit institutions on banking operations and on customers.

Article 58.- INCOMBANK has the responsibility to supply the State Bank with information related to credit provision to customers at the request of the State Bank and shall be supplied by the State Bank with information related to banking activities of customers having ties with INCOMBANK.

1. INCOMBANK?s personnel and relevant persons must not disclose the State secrets and business secrets of INCOMBANK, which they know.

2. INCOMBANK may refuse requests of organizations and individuals for the supply of information on deposits and/or assets of customers and on operations of INCOMBANK, except where it is so requested by competent State bodies under the provisions of law or so consented by customers.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 60.- This Charter shall apply to the entire INCOMBANK system. All individuals, dependent units, attached units of INCOMBANK shall have to implement this Charter.

Article 61.- The dependent units and attached units of INCOMBANK shall base themselves on this Charter and relevant law provisions to elaborate their own organization and operation charters or regulations and submit them to the general director for further submission to the Managing Board for signing the promulgation thereof. The organization and operation charters or regulations of dependent units and attached units must not contravene this Charter.

Article 62.- The supplementation and amendment of this Charter shall be decided by the Managing Board of INCOMBANK and be implemented only after they are approved by the Vietnam State Bank Governor.

On behalf of the Managing Board of INCOMBANK
Chairman
NGUYEN VAN BINH