UNITED

STATES OF AMERICA OF THE FEDERAL RESEdVE SYSTEM D.C.

BEFORE THE BOARD OF GOVERNORS

WASHINGTON,

In the Matter of B.O.T. Corporation, N.V. Curacao, Netherlands Antilles

j ) ;

_-------------------------~-~---

1

Docket No. 98-028-B-HC 98-028-CMP-HC Order issued Upon Consent Pursuant to the Federal Deposit Insurance Act, as Amended

WHEREAS, pursuant Federal USC. Deposit Sec. 1818 Insurance

to Act,

sections as

8

(b) (the

and 8 (i) of the “ FDI Act” ) (12

amended

(b) and (i), and section

8 (bi of the

Bank Holding Section

Company Act of 1956, as amended 1847 (b) ), the (the “ Board to of Board of Governors

(the “ BHC Act” (12 USC. ) of this N.V., the

Federal Reserve System Order (the “ Order” with ) Antilles

Governors” ) B.O.T.

issues

respect Corporation

Corporation,

a Netherlands

(“ BOT” );

WHEREAS, on November issued Penat& BOT and
a continuing

4, and

1998, of

the

Board

of Governors of Civil Money against of

a

Notice and

of

Charges

Assessment

Notice of Preliminary

Determination alleging

of Control

James T. Riady (the “ Notice” ), violation than of the

the occurrence

BHC Act as a result

of BOT indirectly

acquiring

more

25 percent of the voting a state-chartered, the Bank

shares of Lippo Bank, bank (the

Los Angeles, “ Bank” ) and

California, controlling

non-member a

by exercising of the

controlling defined

influence over the
in Section

management BHC Act (12

or policies

Bank, as

2 of the

U.S.C. Sec. 1841 (a) (2) (C) );

WHEREAS, BOT and foregoing acquired had the allegations any voting and

James T. Riady deny that of a the

and &dispute or
h

the

deny

BOT ever directly

indirectly or the

securities exercise, of the

Bank, or eveh exercised, influence over

power to

controlling

management dispute that

or policies

Bank, as defined above, and deny and violation of the BHC Act;

there is a continuing

WHEREAS, the Notice, and deny BOT,

this by

Order resolves executing

the proceeding does not

initiated admit

by or or

this Order, with respect

any wrongdoing

or liability

to any allegations

claims concerning

itself or James T. Riady;

WHEREAS, on m___, BOT adopted undersigned the issuance compliance to accept appropriate to enter of this with each a capital

1999,

the board

of directors

of the to

resolutions

authorizing on behalf

and directing

into this Order Order by the

of BOT to consent and to to

Board of Governors that. pertains its

BOT’ , s

and every provision contribution from obligation

BOT, and for in the this

shareholders of BOT as stated

purpose Order;

of funding

the monetary

WHEREAS, BOT waives U.S.C. Sec. hearing matter for 1818, the or 12 C.F.R.

any

and

all rights

pursuant

to

12 a any

Part

263, or otherwise: with respect (b) to obtain

(a) to to

purpose or set

of takitlg in this

evidence Order;

implied

forth

judicial the or

review of this basis,

Order,

(c) to challenge validity,

or contest

in any manner collectibility

issuance,

effectiveness,

enforceability

of this Order or any provision hereo.f;

NOW, THEREFORE, before adjudication above of, or finding on

the

taking

of

any

testimony in

of, the an of the

any issue of fact or& law this Order

identified of in

proceeding any allegation

and without made this

constituting Board for

admission Governors purpose

or implied proceeding

by the and solely

connection

with

of settlement

of this

proceeding; to sections 8 (b) and 8

IT IS HEREBY ORDERED, pursuant (i) of the FDI Act and 8 (b) of the BHC Act:

1. acceptable at to least 98

BOT written

shall submit

to

the

Board

of Order

Governors under

an

plan within of the third

300 days of this voting

which

percent

shares of the Bank are divested The the written plan shall, at a

independent ensure

parties.

minimum,

full compliance with federal

provisions

of the

BHC Act the shall

and all other applicable term of this not Order,

and state

laws by BOT. with the written

During

BOT shall comply it without the

fully prior the

plan and approval

amend or

rescind

of the with Order

Board of Governors. written until progress

BOT shall furnish

Board of Governors the date of this

reports

every 90 days from

the divestiture

is complete.

2. violation of the

BOT shall BHC Act.

not,

directly

or

indirectly,

engage

in any

3. $ 300,000.

BOT shall

pay a civil

money

penalty in the amount

of

4. profit, the which sale of course,

BOT shall also means the the Bank, amount, less

pay

as

a, civil

money

penalty

any from the

if any, by which the proceeds the costs of sale incurred in

ordinary

exceed

$ 30 million.

5. to this Order

The civil money shall be sent which

penalty

agreed to

to be paid pursuant the account of the

by wire transfer shall make

Board of Governors the United

remittance

to the Treasury of

States as required

by statute.

6. and enforceable the

Each provision until stayed,

of this modified,

Order

shall

remain

effective by

terminated

or suspended

Board of Governors.

7. delegates approvals provisions to

For purposes the General by the

of this Counsel Board of

Order, the

the

Board of Governors to pursuant grant to the the

authority

requiredof this

Governors

Order.

8.

The provisions the

of this

Order

shall not

bar, estop federal

or or

otherwise state the

prevent

Board of Governors from taking

or any other any other however, against

agency ownership

or department of the Bank,

action regarding the Board of

provided, action

Governors

shall not take

any further

BOT or James T. the Board of

Riady based upon any information Governors concerning the matters

presently addressed

known to

in this proceeding.

By order

of the

Board of Governors of the _a%__ w‘ r --__, 1999.

Federal

Reserve

System, this GlI’ day of _’

B.O.T.

Corporation,

N.V.

Board of Governors of the Federal Reserve System

By: _____--_-------------Canesh Grover, Attorney in Fact

w.

JT;ertif.y.yASecretary of the Board