POS EX

As filed with the Securities and Exchange Commission on September 16, 2009

Registration No. 333-156085

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B

OF

THE SECURITIES ACT OF 1933

Republic of Peru

(Name of Registrant)

José Augusto Tenorio Benavides

Consulate General of Peru

241 East 49th Street

New York, New York 10017

(Name and address of Authorized Representative of the Registrant in the United States)

Copies to:

Cathleen McLaughlin, Esq.

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

Approximate date of commencement of proposed sale to the public:

From time to time after this Registration Statement becomes effective.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to debt securities, warrants and/or units having an aggregate principal amount of $5,000,000,000 or the equivalent thereof in currency, currency units or units, registered under the Registrant’s Registration Statement No. 333-139486 under Schedule B and not previously sold in the United States. In the event any previously registered debt securities and/or units are offered prior to the effective date of this Registration Statement, they will not be included in any prospectus hereunder.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement under Schedule B (File No. 333-156085) of the registrant, as previously amended by the Post-Effective Amendment No. 1 filed on April 15, 2009, and immediately effective upon such filing, is being filed solely to add Exhibits A.2, B.4, E.2, F.2, G.2 and H.2 to the Registration Statement in accordance with Rule 462(d) under the Securities Act of 1933, as amended, and, accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission.

CONTENTS

This Post-Effective Amendment No. 2 to Registration Statement No. 333-156085 comprises the following exhibits:

A. Form of Underwriting Agreement.⁽¹⁾

A.1 Conformed Copy of the Underwriting Agreement, dated as of March 25, 2009, among the Republic of Peru and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., each as Underwriter. ⁽²⁾

A.2 Conformed Copy of the Underwriting Agreement, dated as of July 6, 2009, among the Republic of Peru and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., each as Underwriter.

B. Fiscal Agency Agreement, dated as of February 6, 2003, between the Republic of Peru and The Bank of New York Mellon (as successor in interest to JP Morgan Chase Bank, N.A.), as fiscal agent, principal paying agent and registrar, including form of Debt Security.⁽³⁾

B.1 Amendment No. 1 to the Fiscal Agency Agreement, dated November 21, 2003, between the Republic of Peru and JPMorgan Chase Bank, N.A.⁽⁴⁾

B.2 Amendment No. 2 to the Fiscal Agency Agreement, dated October 14, 2004, between the Republic of Peru and JPMorgan Chase Bank, N.A.⁽⁵⁾

B.3 Form of 7.125% U.S. Dollar-Denominated Global Bonds due 2019.⁽⁶⁾

B.4 Form of 7.35% U.S. Dollar-Denominated Global Bonds due 2025.

C. Form of Warrant Agreement, including form of Warrant.*

D. Form of Unit.*

E. Opinion of the General Counsel of the Ministry of Economy and Finance of the Republic of Peru, with respect to the legality of the securities.⁽⁷⁾

E.1 Opinion of Hernández y Cia Abogados, Peruvian counsel to the Republic of Peru, relating to the 7.125% U.S. Dollar-Denominated Global Bonds due 2019. ⁽⁸⁾

E.2 Opinion of Hernández y Cia Abogados, Peruvian counsel to the Republic of Peru, relating to the 7.35% U.S. Dollar-Denominated Global Bonds due 2025.

F. Opinion of Simpson Thacher & Bartlett LLP, special New York Counsel to the Republic of Peru, with respect to the legality of the securities. ⁽⁹⁾

F.1 Opinion of Allen & Overy LLP, special New York Counsel to the Republic of Peru, relating to the 7.125% U.S. Dollar-Denominated Global Bonds due 2019. ⁽¹⁰⁾

F.2 Opinion of Allen & Overy LLP, special New York Counsel to the Republic of Peru, relating to the 7.35% U.S. Dollar-Denominated Global Bonds due 2019.

G. Consent of the General Counsel of the Ministry of Economy and Finance of the Republic of Peru (included in Exhibit E).

G.1 Consent of Hernández y Cia Abogados (included in Exhibit E.1).

G.2 Consent of Hernández y Cia Abogados (included in Exhibit E.2).

H. Consent of Simpson Thacher & Bartlett LLP (included in Exhibit F).

H.1 Consent of Allen & Overy LLP (included in Exhibit F.1).

H.2 Consent of Allen & Overy LLP (included in Exhibit F.2).

(1) Incorporated by reference to Exhibit A to Peru’s Registration Statement on Schedule B (No. 333-110394).

(2) Incorporated by reference to Exhibit A.1 to Peru’s Registration Statement on Schedule B (No. 333-156085).

(3) Incorporated by reference to Exhibit B to Peru’s Registration Statement on Schedule B (No. 333-110394).

(4) Incorporated by reference to Exhibit C.1 to Peru’s Registration Statement on Schedule B (No. 333-110394).

(5) Incorporated by reference to Exhibit C.2 to Peru’s Registration Statement on Schedule B (No. 333-110394).

(6) Incorporated by reference to Exhibit B.3 to Peru’s Registration Statement on Schedule B (No. 333-156085).

(7) Incorporated by reference to Exhibit E to Peru’s Registration Statement on Schedule B (No. 333-156085).

(8) Incorporated by reference to Exhibit E.1 to Peru’s Registration Statement on Schedule B (No. 333-156085).

(9) Incorporated by reference to Exhibit F to Peru’s Registration Statement on Schedule B (No. 333-156085).

(10) Incorporated by reference to Exhibit F.1 to Peru’s Registration Statement on Schedule B (No. 333-156085).

* To be filed by amendment.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, the Republic of Peru, has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lima, Peru on the 16th day of September, 2009.

By:	/S/ BETTY ARMIDA SOTELO BAZÁN
Name:	Betty Armida Sotelo Bazán
Title:	General Director of the National Directorate of the Public Indebtedness of the Ministry of Economy and Finance of Peru

SIGNATURE OF AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, as duly authorized representative in the United States of the Registrant, has signed this Post-Effective Amendment No. 2 to the Registration Statement in the City of New York, New York, on the 16th day of September, 2009.

By:	/S/ JOSÉ AUGUSTO TENORIO BENAVIDES
Name:	José Augusto Tenorio Benavides
Title:	Consul General of Peru, New York

EXHIBIT INDEX

A. Form of Underwriting Agreement.⁽¹⁾

A.1 Conformed Copy of the Underwriting Agreement, dated as of March 25, 2009, among the Republic of Peru and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., each as Underwriter. ⁽²⁾

A.2 Conformed Copy of the Underwriting Agreement, dated as of July 6, 2009, among the Republic of Peru and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., each as Underwriter.

B. Fiscal Agency Agreement, dated as of February 6, 2003, between the Republic of Peru and The Bank of New York Mellon (as successor in interest to JP Morgan Chase Bank, N.A.), as fiscal agent, principal paying agent and registrar, including form of Debt Security.⁽³⁾

B.1 Amendment No. 1 to the Fiscal Agency Agreement, dated November 21, 2003, between the Republic of Peru and JPMorgan Chase Bank, N.A.⁽⁴⁾

B.2 Amendment No. 2 to the Fiscal Agency Agreement, dated October 14, 2004, between the Republic of Peru and JPMorgan Chase Bank, N.A.⁽⁵⁾

B.3 Form of 7.125% U.S. Dollar-Denominated Global Bonds due 2019.⁽⁶⁾

B.4 Form of 7.35% U.S. Dollar-Denominated Global Bonds due 2025.

C. Form of Warrant Agreement, including form of Warrant.*

D. Form of Unit.*

E. Opinion of the General Counsel of the Ministry of Economy and Finance of the Republic of Peru, with respect to the legality of the securities.⁽⁷⁾

E.1 Opinion of Hernández y Cia Abogados, Peruvian counsel to the Republic of Peru, relating to the 7.125% U.S. Dollar-Denominated Global Bonds due 2019. ⁽⁸⁾

E.2 Opinion of Hernández y Cia Abogados, Peruvian counsel to the Republic of Peru, relating to the 7.35% U.S. Dollar-Denominated Global Bonds due 2025.

F. Opinion of Simpson Thacher & Bartlett LLP, special New York Counsel to the Republic of Peru, with respect to the legality of the securities. ⁽⁹⁾

F.1 Opinion of Allen & Overy LLP, special New York Counsel to the Republic of Peru, relating to the 7.125% U.S. Dollar-Denominated Global Bonds due 2019. ⁽¹⁰⁾

F.2 Opinion of Allen & Overy LLP, special New York Counsel to the Republic of Peru, relating to the 7.35% U.S. Dollar-Denominated Global Bonds due 2019.

G. Consent of the General Counsel of the Ministry of Economy and Finance of the Republic of Peru (included in Exhibit E).

G.1 Consent of Hernández y Cia Abogados (included in Exhibit E.1).

G.2 Consent of Hernández y Cia Abogados (included in Exhibit E.2).

H. Consent of Simpson Thacher & Bartlett LLP (included in Exhibit F).

H.1 Consent of Allen & Overy LLP (included in Exhibit F.1).

H.2 Consent of Allen & Overy LLP (included in Exhibit F.2).

(1) Incorporated by reference to Exhibit A to Peru’s Registration Statement on Schedule B (No. 333-110394).

(2) Incorporated by reference to Exhibit A.1 to Peru’s Registration Statement on Schedule B (No. 333-156085).

(3) Incorporated by reference to Exhibit B to Peru’s Registration Statement on Schedule B (No. 333-110394).

(4) Incorporated by reference to Exhibit C.1 to Peru’s Registration Statement on Schedule B (No. 333-110394).

(5) Incorporated by reference to Exhibit C.2 to Peru’s Registration Statement on Schedule B (No. 333-110394).

(6) Incorporated by reference to Exhibit B.3 to Peru’s Registration Statement on Schedule B (No. 333-156085).

(7) Incorporated by reference to Exhibit E to Peru’s Registration Statement on Schedule B (No. 333-156085).

(8) Incorporated by reference to Exhibit E.1 to Peru’s Registration Statement on Schedule B (No. 333-156085).

(9) Incorporated by reference to Exhibit F to Peru’s Registration Statement on Schedule B (No. 333-156085).

(10) Incorporated by reference to Exhibit F.1 to Peru’s Registration Statement on Schedule B (No. 333-156085).

* To be filed by amendment.

EX-99.(A)(2)

Exhibit A.2

REPUBLIC OF PERU

U.S.$1,000,000,000

7.35% U.S. Dollar-Denominated Global Bonds due 2025

UNDERWRITING AGREEMENT

July 6, 2009

UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901

J.P. Morgan Securities Inc.

270 Park Avenue, 7^th Floor

New York, New York, 10017

Ladies and Gentlemen:

THE REPUBLIC OF PERU (“Peru”) proposes to issue and sell to the underwriters whose names are set forth on Schedule I hereto, acting severally, not jointly (each an “Underwriter” and, collectively, the “Underwriters”), an additional U.S.$1,000,000,000 principal amount of its 7.35% U.S. Dollar-Denominated Global Bonds due 2025 (the “Reopening Global Bonds” and together with the Original Global Bonds (as defined below), the “Global Bonds”) to be issued pursuant to a Fiscal Agency Agreement, dated as of February 6, 2003 (as amended to the time hereof, and as it may be further amended from time to time, the “Fiscal Agency Agreement”), between Peru and The Bank of New York (the “Fiscal Agent”) (formerly JPMorgan Chase, N.A.). The transaction contemplated by this Agreement, including the issuance, sale and delivery of the Reopening Global Bonds and the resale thereof by the Underwriters, is referred to in this Agreement as the “Offering.”

The Reopening Global Bonds to be issued by Peru will be evidenced initially by one or more registered securities (each a “Registered Bond”) representing the Reopening Global Bonds sold pursuant to a registration statement under Schedule B of the U.S. Securities Act of 1933, as amended (the “Securities Act”), effective January 15, 2009. The Reopening Global Bonds will be in registered form without coupons and will be issued in denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. Except where the context otherwise requires, terms not otherwise defined in this Agreement shall have the meanings specified in the Fiscal Agency Agreement or in the Reopening Global Bonds.

Peru hereby acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to Peru with respect to the offering of the Reopening Global Bonds contemplated hereby (including in connection with determining the terms of the offering) and, in this Offering, not as a financial advisor or a fiduciary to, or an agent of, Peru or any other person. Additionally, in connection with this Offering, the Underwriters are not advising Peru or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Peru shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to Peru with respect thereto. Any due diligence of Peru conducted by the Underwriters in connection with the Offering or matters relating to the Offering, will be performed solely for the benefit of the Underwriters and shall not be on behalf of or for the benefit of Peru.

1. Issue of Reopening Global Bonds, Prospectus and Publicity. (a) Peru agrees to issue and sell the Reopening Global Bonds on July 9, 2009, or such later date, not being later than July 13, 2009, as Peru and the Underwriters may agree (the “Closing Date”) to the Underwriters or as the Underwriters may direct. Each Underwriter, severally and not jointly, agrees to purchase the Reopening Global Bonds at a price equal to 103.827% of the aggregate principal amount thereof, as set forth opposite its name on Schedule I, as such amount may be adjusted pursuant to Section 11, plus accrued interest, if any, from and including January 21, 2009 to, but excluding, the Closing Date (the aggregate amount of the purchase price paid by the Underwriters being the “Purchase Price”).

(b) The Reopening Global Bonds will be issued in accordance with the terms of the Fiscal Agency Agreement and will be in the forms and contain such terms as set forth therein.

(c) Peru confirms the arrangements made on its behalf by the Underwriters for announcements in respect of the Reopening Global Bonds to be published on such dates and in such newspapers or other publications as the Underwriters may reasonably determine.

(d) The Reopening Global Bonds constitute a further issuance of, and will form a single series with, Peru’s outstanding 7.35% Global Bonds due 2025 originally issued on July 19, 2005 in the original aggregate principal amount of U.S.$750,000,000 (the “2005 July 2025 Bonds”) and the outstanding 7.35% Global Bonds due 2025 originally issued on December 15, 2005 in the original aggregate principal of U.S.$500,000,000 (together with the 2005 July 2025 Bonds, the “Original Global Bonds”).

2. Stabilization. (a) The Underwriters, for their own accounts, may to the extent permitted by applicable law, engage in transactions that stabilize, maintain, or otherwise affect the price of the Reopening Global Bonds, including without limitation, overalloting the offering, creating a short position and bidding for and purchasing Reopening Global Bonds to cover such short positions, and bidding for and purchasing Reopening Global Bonds to stabilize the price of the Reopening Global Bonds. In doing so, the Underwriters shall act as principals and not as agents of Peru and any loss resulting from over-allotment or stabilization will be borne, and any profit arising therefrom shall be retained, by the Underwriters. Such transactions may be effected on the Euro MTF Market or on the regulated market of the Luxembourg Stock Exchange, in the over-the-counter market or otherwise. The Underwriters are not required to engage in these activities and may end these activities at any time.

(b) Nothing in this Section 2 shall be construed as requiring Peru to issue more than U.S.$1,000,000,000 in principal amount of the Reopening Global Bonds.

3. Representations, Warranties and Agreements of the Underwriters. (a) The Underwriters agree severally, and not jointly, to purchase the Reopening Global Bonds at the Purchase Price on the Closing Date subject to the terms of this Agreement.

(b) Peru acknowledges and agrees that the Underwriters may sell to any of their affiliates Reopening Global Bonds purchased by any Underwriter, and that any of such affiliates may sell to other such affiliates or to the Underwriters Reopening Global Bonds purchased by such affiliates.

(c) In connection with this offering, each Underwriter, severally and jointly, represents and covenants with Peru that, unless such Underwriter has obtained or will obtain, as the case may be, the prior written consent of Peru, such Underwriter has not and will not use any issuer free writing prospectuses as defined in Rule 433 under the Securities Act (each an “Issuer Free Writing Prospectus”) or any free writing prospectus required to be filed by Peru with the Commission (as defined below) or retained by Peru under Rule 433 under the Securities Act; provided, that the prior written consent of Peru

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shall be deemed to have been given in respect of (i) the Issuer Free Writing Prospectus included in Schedule II hereto, (ii) a free writing prospectus that is not an Issuer Free Writing Prospectus or contains only information describing the preliminary and/or final terms of the Reopening Global Bonds or their offering, and (iii) the Issuer Free Writing Prospectus identified in Schedule III hereto (the “Electronic Road Show”).

4. Listing. (a) Peru confirms that it has authorized the Underwriters to make or cause to be made an application for the Reopening Global Bonds, on behalf of Peru, to be listed on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market.

(b) Peru agrees to supply to the Underwriters for delivery to the Luxembourg Stock Exchange copies of the Final Prospectus (as defined in Section 5(b)), on behalf of Peru, and such other documents, information and undertakings as may be required for the purpose of obtaining such listing.

5. Representations and Warranties of Peru. Peru represents and warrants to each of the Underwriters that:

(a) Peru meets the requirements for use of Schedule B under the Securities Act. Peru has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Schedule B under the Securities Act (File No. 333-156085) covering the registration of debt securities and warrants, including the Reopening Global Bonds under the Securities Act and including the related base prospectus (the “Base Prospectus”). Such registration statement has been declared effective by the Commission, as amended as of the date and time of the first sale of the Reopening Global Bonds to the public (5:00 p.m. New York City time on the date of this Agreement (the “Time of Sale”)). The Registration Statement, (as defined below) as amended as of the Time of Sale, together with the Base Prospectus constituting a part thereof and all documents incorporated by reference thereto, meets the requirements set forth in Release No. 33-6424 (the “Release”) and Schedule B under the Securities Act. Peru proposes to file with the Commission, pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”), a supplement to the Base Prospectus (the “Prospectus Supplement”) relating to the Reopening Global Bonds and the plan of distribution thereof and has previously advised you of all other information (financial, statistical and other), if any, with respect to Peru to be set forth therein. Such registration statement (including the Base Prospectus and any documents incorporated by reference in such registration statement), as amended as of the Time of Sale, including the exhibits thereto and all documents incorporated by reference in the Base Prospectus contained therein, if any, at the date and time it became effective (the “Effective Time”), is hereinafter referred to as the “Registration Statement.” No stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings thereafter have been initiated by the Commission.

(b) The Base Prospectus together with the Prospectus Supplement in the form in which it shall be first filed with the Commission pursuant to Rule 424(b) after the Time of Sale is hereinafter referred to as the “Final Prospectus.”

(c) Prior to the termination of the Offering, Peru will not file any amendment to the Registration Statement or supplement to the Final Prospectus which shall not have previously been furnished to the Underwriters or of which the Underwriters shall not previously have been advised or to which the Underwriters shall have reasonably objected in writing.

(d) At the Effective Time, the Registration Statement and any amendment thereof did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date, the Final Prospectus and any amendment or supplement thereto, will comply in all material respects with the applicable provisions of the Securities Act and the rules and regulations of the Commission thereunder,

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including the Release and Schedule B. Neither the Registration Statement, as amended at the Effective Time and at the Time of Sale, nor the Final Prospectus, as amended or supplemented as of any such time, on the date of any filing pursuant to Rule 424(b) and on the Closing Date, contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein (with respect to the Final Prospectus as amended or supplemented as of any such time, in the light of the circumstances under which they were made) not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Registration Statement or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein).

(e) The Disclosure Package (as defined herein), at the Time of Sale, when taken as a whole, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). The (i) Base Prospectus, as amended and supplemented as of the Time of Sale, together with the preliminary prospectus supplement used in connection with the Offering of the Reopening Global Bonds (the “Preliminary Prospectus Supplement”), (ii) the Issuer Free Writing Prospectus identified in Schedule II hereto, and (iii) any other free writing prospectus as defined in Rule 405 under the Securities Act (each a “Free Writing Prospectus”) that the parties hereto shall hereafter expressly agree in writing to treat as part of this Disclosure Package, are hereinafter referred to as the “Disclosure Package”.

(f) The Electronic Road Show, if any, when taken together with the Disclosure Package, at the Time of Sale, did not, and on the Closing Date will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with the Underwriters’ Information (as defined in Section 10(b) herein). Each Issuer Free Writing Prospectus listed on Schedules II and III hereto, as of the Time of Sale and on the Closing Date, did not and will not conflict with the information contained in the Registration Statement or the Final Prospectus.

(g) The documents, if any, incorporated by reference in the Disclosure Package and the Final Prospectus, when they became effective or were filed with the Commission, as the case may be (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Securities Act or the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Disclosure Package and the Final Prospectus or any further amendment or supplement thereto when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that Peru makes no representations or warranties with respect to any statements or omissions contained in the Disclosure Package or the Final Prospectus made in reliance upon and in conformity with the Underwriters’ Information.

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(h) Since the respective dates as of which information is given in the Final Prospectus, the Disclosure Package and the Registration Statement, there has not been any material adverse change, or any event that would reasonably be expected to result in a prospective material adverse change in the financial, economic or political condition of Peru, or in the ability of Peru to perform its obligations under this Agreement, the Fiscal Agency Agreement or the Reopening Global Bonds, otherwise than as set forth in or contemplated in the Registration Statement, the Disclosure Package or the Final Prospectus.

(i) The execution and delivery of this Agreement, the Fiscal Agency Agreement and all other documents to be executed and delivered by Peru hereunder or thereunder, the issuance and delivery of the Reopening Global Bonds and the performance of the terms of the Reopening Global Bonds have been duly authorized by Peru, and have been or will be duly executed and delivered by Peru; and this Agreement, the Fiscal Agency Agreement and, upon due authentication by the fiscal agent under the Fiscal Agency Agreement, the Reopening Global Bonds constitute or will constitute valid and binding obligations of Peru enforceable against Peru in accordance with their respective terms and, in the case of the Reopening Global Bonds, are or will be entitled to the benefits provided by the Fiscal Agency Agreement, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and to possible judicial action giving effect to foreign governmental actions or sovereign laws affecting creditors’ rights.

(j) The execution and delivery of this Agreement, the Fiscal Agency Agreement, the issuance and delivery of the Reopening Global Bonds and the performance of the terms of the Reopening Global Bonds constitute private and commercial acts rather than public or governmental acts, as such terms are defined under the U.S. Foreign Sovereign Immunities Act of 1976 (and as interpreted by applicable case law). Under the laws of Peru, neither Peru nor any of its property, except for (i) property used by a diplomatic or consular mission of Peru; (ii) property of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property, has any immunity from jurisdiction of any court or from set-off or from execution, attachment or any other legal process. The waivers of immunity by Peru contained in this Agreement, the Fiscal Agency Agreement and the Reopening Global Bonds, the appointment of the process agent in this Agreement, the Fiscal Agency Agreement and the Reopening Global Bonds, the consent by Peru to the jurisdiction of the courts specified in this Agreement, the Fiscal Agency Agreement, and the terms and conditions of the Reopening Global Bonds and the provision that the laws of the State of New York govern this Agreement, the Fiscal Agency Agreement and the Reopening Global Bonds, are irrevocably binding on Peru.

(k) The Fiscal Agency Agreement and the Reopening Global Bonds conform or will conform in all material respects to the descriptions thereof contained in the Final Prospectus, and the statements made under the captions “Description of the Bonds” in the Final Prospectus, insofar as such statements purport to summarize the terms of the Reopening Global Bonds, constitute accurate and fair summaries in all material respects of such terms.

(l) There is no constitutional provision, or any provision of any treaty, convention, statute, law, regulation, decree, court order or similar authority binding upon Peru, or any provision of any contract, agreement or instrument to which Peru or any Governmental Agency (as defined below) is a party, which would be materially contravened or breached, or which would result in the creation of any lien or encumbrance, or under which a default would arise or a moratorium in respect of any obligations of Peru or any Governmental Agency be effected, as a result of the execution and delivery by Peru of this

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Agreement, the Fiscal Agency Agreement, or the issuance and delivery of the Reopening Global Bonds as contemplated in this Agreement, or as a result of the performance or observance by Peru of any of the terms of this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds. “Governmental Agency” means each agency, department, ministry, authority, municipality, statutory corporation or statutory body or judicial entity of Peru or any political subdivision thereof or therein, now existing or hereafter created, and any bank, corporation or other legal entity owing 51% or more of the capital or voting stock or other ownership interest of which is now or hereafter owned or controlled, directly or indirectly, by Peru or by any state or municipality of Peru.

(m) No Governmental Approval (as defined below) is required for the due execution, delivery and performance by Peru of this Agreement, the Reopening Global Bonds, the Fiscal Agency Agreement, or the issuance and delivery of the Reopening Global Bonds as contemplated in this Agreement, or for the validity or enforceability of this Agreement, the Reopening Global Bonds or the Fiscal Agency Agreement against Peru, other than those Governmental Approvals that have been duly obtained and are in full force and effect on the date hereof and all of which will be in full force and effect on the Closing Date and provided that, only in respect of the performance of the Reopening Global Bonds, any payment of principal or interest arising from such performance is and will be included by Peru in the Budget Law corresponding to the fiscal year in which such payment is to be due. “Governmental Approval” means any approval, authorization, permit, consent, exemption or license and other action of or by, and any notice to or filing or registration with, Peru, any Governmental Agency or any other governmental authority or agency or regulatory or administrative body of Peru or any political subdivision thereof or therein (including, without limitation, any thereof relating to budget approvals and exchange controls).

(n) There is no pending or, to the knowledge of Peru, threatened action or proceeding affecting Peru or any Governmental Agency before any court, governmental agency or arbitrator which may, individually or in the aggregate, materially adversely affect the financial condition of Peru or its ability to perform its obligations under this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds, which purports to affect the legality, validity or enforceability of this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds, except as otherwise disclosed in the Final Prospectus and the Disclosure Package.

(o) Peru is a member of, and is eligible to use the general resources of, the International Monetary Fund (the “IMF”), the Inter-American Development Bank (the “IDB”) and the International Bank for Reconstruction and Development (the “World Bank”). The IMF, the IDB and the World Bank have not limited, pursuant to their Articles of Agreement or Rules and Regulations, the use by Peru of the general resources of the IMF, the IDB or the World Bank.

(p) Other than as set forth in the Final Prospectus and the Disclosure Package, Peru is not in default in the payment of principal, interest or any other amount owing on any obligation in respect of indebtedness for money borrowed, and Peru has not received any notice of default or acceleration with respect to any obligation in respect of indebtedness for money borrowed, in each case or in the aggregate, which would have a material adverse effect on the financial condition of Peru or its ability to perform its obligations under this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds, or which is otherwise material to the rights of the holders of the Reopening Global Bonds; the issue and sale of the Reopening Global Bonds and the compliance by Peru with all of the provisions of this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Constitution of Peru, as amended to the date hereof, any statutes, laws, decrees or regulations of Peru or any treaty, convention or material agreement to which Peru is a party and which default, in each case or in the aggregate, would have a material adverse effect on the financial, fiscal or economic condition of Peru or its ability to perform its obligations under this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds or which is otherwise material to the rights of the holders of the Reopening Global Bonds.

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(q) This Agreement and the Fiscal Agency Agreement are, and upon authentication by the fiscal agent, the Reopening Global Bonds will be, in proper legal form under the laws of Peru for the enforcement thereof in Peru against Peru. Any judgment issued by a New York court under this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds will be recognized as legally binding and may be enforced or executed in Peru against Peru without the local court reopening the case; provided that the following requirements are met: (i) the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts (such as matters involving Peruvian real estate property); (ii) such court had jurisdiction under its own conflicts of law rules and under general principles of international procedural jurisdiction; (iii) the defendant was served in accordance with the laws of the place where the proceeding took place, was granted reasonable opportunity to appear before such foreign court, and was guaranteed due process rights; (iv) the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such judgment; (v) there is no pending litigation in Peru between the same parties for the same dispute, which shall have been initiated before the commencement of the proceeding that concluded with the foreign judgment; (vi) the judgment is not incompatible with another judgment that fulfills the requirements of recognition and enforceability established by Peruvian law and such foreign judgment was rendered first; (vii) the judgment is not contrary to public order or good morals; and (viii) it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a review of the merits thereof. Notwithstanding the above, the execution by Peruvian courts of any judgment ordering payment of any principal or interest arising from the Reopening Global Bonds by Peru will be subject to availability of funds according to the statute passed by the Peruvian Congress setting forth the budget corresponding to the fiscal year on which such payment is to be due (the “Budget Law”).

(r) To ensure the legality, validity, enforceability, priority or admissibility in evidence in Peru of this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds, it is not necessary that this Agreement, the Fiscal Agency Agreement, the Reopening Global Bonds or any other document or instrument hereunder or thereunder be registered, recorded or filed with any court or other authority in Peru (except that an official translation to Spanish of such documents would be required for purposes of enforcement proceedings in Peru) or be notarized or that any documentary, stamp or similar tax, imposition or charge be paid on or in respect of this Agreement, the Fiscal Agency Agreement, the Reopening Global Bonds or any other document or instrument hereunder or thereunder, other than any court tax of such amount as may apply from time to time under applicable Peruvian law in respect of this Agreement, the Fiscal Agency Agreement, the Reopening Global Bonds or any other document or instrument hereunder or thereunder brought before the Peruvian courts.

(s) The Reopening Global Bonds, when duly authenticated by the fiscal agent, will constitute direct, unconditional, unsecured and unsubordinated obligations of Peru; the full faith and credit of Peru will be pledged for the due and punctual payment of the principal of, interest on, and any additional amount with respect to, the Reopening Global Bonds and the performance of the covenants therein contained; the Reopening Global Bonds will at all times rank pari passu in priority of payment, in right to security and in all other respects with all other existing and future External Indebtedness (as defined in the Reopening Global Bonds) of Peru.

(t) There is no tax, levy, deduction, charge or withholding imposed by Peru or any political subdivision thereof either (i) on or by virtue of the execution, delivery or enforcement of this Agreement, the Fiscal Agency Agreement, or the Reopening Global Bonds or in connection with the issuance of the Reopening Global Bonds or (ii) on any payment to be made by Peru thereunder or under the Reopening Global Bonds pursuant to the current temporary exemption, which elapses on December 31, 2009, and the

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definite exemption, in force as of January 1st 2010, that exempts from Peruvian income tax interest accrued in connection with the Reopening Global Bonds, as established by Legislative Decree No. 972, as amended by Article 2 of the Law No. 29308.

(u) The execution and delivery of this Agreement, the Fiscal Agency Agreement, the Reopening Global Bonds and all other documents to be executed and delivered by Peru hereunder or thereunder, the incurrence of the obligations herein and therein set forth, the consummation of the transactions herein and therein contemplated and the issuance and delivery of the Reopening Global Bonds do not, and will not, result in the exercise of, or right to exercise, any put, call or other option which, if exercised, might result in a material adverse change in the financial condition of Peru, and there are no puts, calls or other options to which Peru is subject which if exercised would result in such a change.

(v) Peru has applied to admit the Reopening Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market.

(w) Peru is not aware that either Standard & Poor’s Ratings Service (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) has made any announcement that it will have under surveillance or review, with possible negative implications, its rating of any of Peru’s debt securities; and Peru has not been informed by Standard & Poor’s, Moody’s or Fitch that it intends or is contemplating any downgrading in any rating accorded to Peru’s debt securities or any announcement that it will have under surveillance or review, with possible negative implications, its rating of any of Peru’s debt securities.

(x) Other than as permitted by Regulation M under the Exchange Act, neither Peru nor any person acting on its behalf has taken, directly or indirectly, any action which might reasonably be expected to cause or result in stabilization of the price of any security of Peru to facilitate the Offering or the sale or resale of the Reopening Global Bonds; provided, however, that no representation or warranty is given by Peru with respect to any of your actions (other than those made on Peru’s behalf).

(y) The statements with respect to matters of Peruvian law set forth in the Final Prospectus are correct in all material respects.

6. Sale and Purchase of Reopening Global Bonds. (a) Not later than 10:00 a.m., New York City time (or such other time as may be agreed between the Underwriters and Peru), on the Closing Date, Peru will issue and deliver one or more duly executed and authenticated registered bonds for the Reopening Global Bonds in an aggregate principal amount of U.S.$1,000,000,000. The Underwriters shall instruct DTC, Euroclear and Clearstream, as applicable, as to the allocation of interests in the Registered Bond among the accounts of their respective participants. Peru agrees to have the Reopening Global Bonds available for inspection by the Underwriters at the offices of Allen & Overy LLP, United States counsel to Peru, not later than 1:00 p.m. on the calendar day prior to the Closing Date.

(b) Against such delivery, the Underwriters will transfer or cause to be transferred to Peru in same day funds the Purchase Price for the Reopening Global Bonds on the Closing Date in U.S. dollars to such U.S. dollar account as shall be designated by Peru not later than three Business Days prior to the Closing Date.

(c) As compensation to the Underwriters for the compliance with their obligations hereunder, Peru agrees to pay to the Underwriters an underwriting fee of 0.20% of the aggregate principal amount of the Reopening Global Bonds. Such fee shall be paid by Peru in U.S. dollars, in immediately available funds, on the Closing Date, to the U.S. dollar account or accounts designated by the Underwriters as follows:

Underwriter	Underwriting Fee Percentage
UBS Securities LLC	60	%
J.P. Morgan Securities Inc	40	%

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The designation of such account or accounts shall be notified to Peru not later than three Business Days prior to the Closing Date. The commission and concession mentioned above shall be paid free and clear of any taxes, duties, governmental charges, levies, deductions or withholdings of any nature imposed by Peru or any political subdivision or taxing authority thereof or therein. If any payment, withholding or deduction for or on account of such taxes, duties, assessments or government charges is required by law, Peru shall provide you with a detailed statement reflecting such payment, withholding or deduction in a manner reasonably satisfactory to you and shall pay such additional amounts as will result in receipt by the Underwriters of such amounts as would have been received by them hereunder had no such payment, withholding or deduction been required.

7. Resales of Reopening Global Bonds. Upon the authorization by you of the release of the Global Bonds to be delivered hereunder, the Underwriters are offering the Global Bonds for sale upon the terms and conditions set forth in the Final Prospectus. Each of the Underwriters and its affiliates represents, warrants and agrees that the Underwriters’ offers and solicitations must be made and conducted (including, without limitation, in respect of the use and distribution of the Final Prospectus) in compliance with the limitations and qualifications set forth in the Final Prospectus.

8. Covenants of Peru. Peru agrees with each of the several Underwriters as follows:

(a) Peru will notify the Underwriters promptly if at any time prior to payment of the Purchase Price to Peru and fulfillment of all of the conditions precedent set forth in Section 9 anything occurs which renders or may render untrue or incorrect in any material respect any of the representations and warranties contained in Section 5 and will forthwith take such steps as the Underwriters may reasonably require to remedy the fact.

(b) Promptly after the execution and delivery of this Agreement, Peru will file the Prospectus Supplement, in a form approved by the Underwriters, such approval not to be unreasonably withheld, with the Commission pursuant to Rule 424 of the Securities Act, within the applicable time period prescribed for such filing by the rules and regulations under the Securities Act setting forth, among other things, the necessary information with respect to the terms of the Offering. Peru will furnish to the Underwriters prior to the filing thereof with the Commission, a copy of any amendment or supplement to the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus (other than any amendment or supplement to the Registration Statement relating to an offering of securities other than the Reopening Global Bonds) providing reasonable opportunity for comment. Peru will promptly deliver to each of the Underwriters and to their counsel copies of all amendments or supplements to the Registration Statement hereafter made, which relate to the Reopening Global Bonds including any post effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Underwriters), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to each of the Underwriters as many unsigned copies of the foregoing (excluding the exhibits) as the Underwriters may reasonably request. So long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), Peru will also deliver to the Underwriters, as soon as practicable after the date of this Agreement and thereafter from time to time, as many copies of the Final Prospectus and Disclosure Package, if any, and any Issuer Free Writing Prospectus as any of the Underwriters or dealers may reasonably request for the purposes required by the Securities Act.

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(c) If there occurs any event as a result of which an Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which such statements are made, not misleading, Peru will notify promptly the Underwriters so that any use of such Issuer Free Writing Prospectus may cease until it is amended or supplemented.

(d) During such period (not exceeding nine months) after the commencement of the Offering as the Underwriters or any dealer may be required by law to deliver a prospectus, if, at any time when a prospectus relating to the Reopening Global Bonds is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 of the Securities Act), any event relating to or affecting Peru, or of which Peru shall be advised in writing by the Underwriters, shall occur, which should be set forth in a supplement to or an amendment of the Final Prospectus or the Disclosure Package in order to make the statements set forth in the Final Prospectus or the Disclosure Package, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend the Final Prospectus or the Disclosure Package to comply with the Securities Act or the rules thereunder, Peru will forthwith at its expense prepare and furnish to the Underwriters and the dealers named by any of the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Prospectus and the Disclosure Package which will supplement or amend the Final Prospectus or the Disclosure Package so that as supplemented or amended the Final Prospectus or the Disclosure Package, as applicable, will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of such untruth or omission). In case any Underwriter or dealer is required to deliver a prospectus after the expiration of nine months after the commencement of the Offering, Peru, upon the request of such Underwriter or dealer, will furnish to such Underwriter or dealer, a reasonable quantity of a supplemented or amended Final Prospectus or Disclosure Package, as applicable, or supplements or amendments to the Final Prospectus or the Disclosure Package, complying with Section 10(a) of the Securities Act.

(e) Peru will use its best efforts to ensure that the application to admit the Reopening Global Bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on its Euro MTF Market is approved.

(f) Peru will advise the Underwriters promptly of the filing of the Prospectus Supplement pursuant to Rule 424(b) or otherwise and of any amendment or supplement to the Final Prospectus, the Disclosure Package or Registration Statement or of notice of institution of proceeding for, or the entry of, a stop order or of any order preventing or suspending the effectiveness of the Registration Statement or for any request by the Commission for amending or supplementing of the Registration Statement, the Disclosure Package, the Prospectus Supplement or the Final Prospectus or for additional information, in each case in respect of the Offering and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or the Disclosure Package or suspending any such qualification, use its best efforts to obtain the prompt withdrawal thereof.

(g) Peru will take such actions as the Underwriters may reasonably request to qualify the Reopening Global Bonds for offer and sale under the Blue Sky or legal investment laws of such jurisdictions in the United States and under the legal investment laws of such jurisdictions outside the United States as the Underwriters may reasonably designate, and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions inside or

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outside the United States and to maintain such qualifications; provided, however, that Peru shall not be required to qualify as a foreign corporation or dealer in securities under the laws of any jurisdiction other than as set forth in this Agreement and the Fiscal Agency Agreement or to file a general consent to service of process in any jurisdiction.

(h) Peru agrees that, unless it obtains the prior written consent of the Underwriters, such consent not to be unreasonably withheld, it has not made and will not make any offer relating to the Reopening Global Bonds that would constitute an Issuer Free Writing Prospectus required to be filed by Peru with the Commission or retained by Peru under Rule 433 of the Securities Act. Any such Issuer Free Writing Prospectus consented to by the Underwriters, pursuant to this clause (h) and any free writing prospectus, as defined in Rule 405 under the Securities Act, consented to by Peru, pursuant to Section 3(d), is hereinafter referred to as a “Permitted Free Writing Prospectus”. Peru agrees that it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(i) Peru will collaborate with the Underwriters to prepare a final term sheet relating to the Global Bonds, containing only information that describes the final terms of the Global Bonds and otherwise in a form consented to by the Underwriters, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for all classes of the offering of the Global Bonds. Any such final term sheet is a Permitted Free Writing Prospectus for purposes of this Agreement.

(j) (i) The payment by Peru of principal of or interest on the Reopening Global Bonds will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holders of Global Bonds after such withholding or deduction shall equal the amount that would have been receivable in respect of the Global Bonds in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Security to or on behalf of a holder who is liable for taxes or duties in respect of such Security (a) by reason of such holder having some connection with Peru other than the mere holding of such Security or the receipt of principal of or interest on any Security, (b) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Security or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding, or (c) by reason of the failure of such holder to present such holder’s Security for payment within 30 days after the principal of or interest on any Security is first made available to payment to the holder; and (ii) no Additional Amounts shall be payable in respect of any Security to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Security, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Security.

(k) From the date hereof through the period ending 15 days after the Closing Date, Peru will ensure that no other dollar-denominated debt securities of Peru (other than debt securities with a maturity of one year or less) are placed or sold in the international capital markets, directly or indirectly on its behalf, in any manner which might, in the reasonable opinion of the Underwriters, have a detrimental effect on the successful offering and distribution of the Reopening Global Bonds, unless the Underwriters otherwise agree in writing.

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9. Conditions. The obligations of the Underwriters hereunder are subject, in their discretion, to the following conditions:

(a) All representations and warranties and other statements of Peru contained in this Agreement are, on the date hereof, as of the Time of Sale and on the Closing Date will be, true and correct.

(b) Prior to the Closing Date, Peru must have performed all of its obligations hereunder theretofor required to have been performed by Peru.

(c) The Registration Statement shall have been declared effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect on the Closing Date and no proceedings for that purpose shall be pending before, or threatened by, the Commission on the Closing Date; all requests for additional information on the part of the Commission shall have been complied with to the Underwriters’ reasonable satisfaction; and if Peru has elected to rely upon Rule 462(b) under the Securities Act, the registration statement filed pursuant to such Rule shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement.

(d) On the Closing Date, Shearman & Sterling LLP, your United States counsel, must have furnished to you such written opinion or opinions, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, and such counsel must have received such documents and information as they may request to enable them to pass upon such matters. In rendering such opinion or opinions, Shearman & Sterling LLP may rely as to all matters of Peruvian law upon the opinions referred to in paragraphs (e) and (f) of this Section 9.

(e) On the Closing Date, Rebaza, Alcazar & De Las Casas, your Peruvian counsel, must have furnished to you such written opinion or opinions, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, and such counsel must have received such documents and information as they may request to enable them to pass upon such matters. In rendering such opinion or opinions, such counsel may rely as to all matters of United States Federal and New York law upon the opinion of Shearman & Sterling LLP, referred to in paragraph (d) of this Section 9.

(f) On the Closing Date, Hernández & Cía Abogados, Peruvian counsel for Peru, must have furnished to you a written opinion, dated the date of delivery thereof, in form and substance reasonably satisfactory to you. In rendering such opinion, such counsel may rely as to all matters of United States Federal and New York law upon the opinion of Allen & Overy LLP, referred to in paragraph (g) of this Section 9.

(g) On the Closing Date, Allen & Overy LLP, United States counsel for Peru, must have furnished to you their written opinion or opinions, dated the date of delivery thereof, in form and substance reasonably satisfactory to you. In rendering such opinion or opinions, such counsel may rely as to all matters of Peruvian law upon the opinion or opinions of Hernández & Cía Abogados, Peruvian counsel for Peru, referred to in paragraph (f) of this Section 9.

(h) On the Closing Date, Peru must have furnished to you a certificate in English, dated the date of delivery thereof, signed by a duly authorized official of Peru, in which such official shall state that, to the best of his or her knowledge after reasonable investigation: (i) the representations and warranties of Peru in this Agreement are true and correct with the same effect as though such

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representations and warranties had been made at and as of the respective date of such certificate (other than such representations and warranties which are made as of a specified date), (ii) Peru has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the respective date of such certificate and (iii) no proceeding has been initiated, or to the best of such authorized official’s knowledge, threatened to restrain or enjoin the issuance or delivery of the Reopening Global Bonds or in any manner to question the laws, proceedings, directives, resolutions, approvals, consents or orders under which the issuance of the Reopening Global Bonds will be effected or the Reopening Global Bonds will be issued or to question the validity of the Reopening Global Bonds and none of said laws, proceedings, directives, resolutions, approvals, consents or orders has been repealed, revoked or rescinded in whole or in relevant part.

(i) Since the respective dates as of which information is given in the Final Prospectus or in the Disclosure Package (excluding any amendment or supplement), on each of the date hereof and on or prior to the Closing Date, there shall not have been any material adverse change, or any prospective material adverse change, in or affecting the financial, economic or political condition of Peru, in Peruvian currency exchange rates or exchange controls, or in Peruvian taxation affecting the Reopening Global Bonds, otherwise than as set forth in or contemplated in the Final Prospectus or in the Disclosure Package (excluding any amendment or supplement), on each of the date hereof and at or prior to the Closing Date, the effect of which, in any such case, is in your judgment such as to make it impracticable or inadvisable to proceed with the issuance or delivery of the Reopening Global Bonds on the terms and in the manner contemplated by the Final Prospectus and the Disclosure Package.

(j) Subsequent to the date hereof and on or prior to the Closing Date, none of the following shall have occurred (if the effect of any such event in your judgment makes it impracticable or inadvisable to proceed with the issuance or the delivery of the Global Bonds on the terms and in the manner contemplated by the Final Prospectus and the Disclosure Package, on each of the date hereof and on or prior to the Closing Date, or would materially and adversely affect the international financial markets or the market for the Reopening Global Bonds): (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the Euro MTF Market of the Luxembourg Stock Exchange or the Luxembourg Stock Exchange; (ii) a suspension or material limitation in trading any securities of Peru on any international exchange; (iii) a general moratorium on commercial banking activities in New York or Peru declared by either United States or New York State authorities or authorities of Peru, respectively, or a material disruption in the commercial banking or securities settlement or clearance services in the United States or elsewhere; (iv) the outbreak or escalation of hostilities involving the United States or Peru or the declaration by the United States or Peru of a national emergency or war; or (v) the occurrence of any calamity or crisis or change in the existing financial, political or economic conditions in the United States, Peru or elsewhere.

(k) On or after the date hereof and on or prior to the Closing Date, (i) no downgrading must have occurred in the rating accorded Peru’s debt securities by Standard & Poor’s, Moody’s or Fitch; (ii) no such organization must have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of Peru’s debt securities; (iii) Peru must not have been aware that either Standard & Poor’s, Moody’s or Fitch has announced that it will have under surveillance or review, with possible negative implications, its rating of any of Peru’s debt securities; and (iv) Peru must not have been informed by Standard & Poor’s, Moody’s or Fitch that it intends or is contemplating any downgrading in any rating accorded to Peru’s debt securities or any announcement that it will have under surveillance or review, with possible negative implications, its rating of any of Peru’s debt securities.

(l) On each of the date hereof and the Closing Date, Peru must have furnished to you such further information, certificates and documents as you may reasonably request in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions contained in this Agreement.

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(m) The Underwriters may waive, at their sole discretion and upon such terms as they deem appropriate, any of the conditions set forth above.

The documents required to be delivered by this Section 9 shall be delivered at the offices of Shearman & Sterling LLP, counsel for the Underwriters on the Closing Date.

10. Indemnification. (a) Peru shall indemnify and hold harmless each Underwriter and each of its Affiliates (as that term is defined by Rule 405 under the Securities Act), against (and, if applicable, reimburse them for): any loss, damage, reasonable and documented expense, liability or claim (or action in respect thereof) that arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in the Base Prospectus or Final Prospectus or any Preliminary Prospectus or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto, or the Disclosure Package, or any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, including any and all reasonable and documented expenses whatsoever (including legal and other fees and reasonable and documented expenses) reasonably incurred by you in connection with investigating, preparing for or defending against any such losses, damages, reasonable and documented expenses, liabilities or claims (or actions in respect thereof), within a reasonable time after such expenses are incurred and a detailed itemized statement thereof has been submitted to Peru; provided, however, that Peru shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with the Underwriters’ Information (as defined below).

(b) Each of the Underwriters severally, and not jointly, shall indemnify and hold harmless Peru and each of its officials who signs the Registration Statement against any and all losses, liabilities, claims, damages and expenses as incurred which are based on and arise from the Underwriters’ Information and will reimburse Peru for any and all reasonable and documented expenses whatsoever (including legal and other fees and reasonable and documented expenses) reasonably incurred by Peru in connection with investigating, preparing for or defending against any such losses, damages, reasonable and documented expenses, liabilities or claims (or actions in respect thereof) within a reasonable time after such expenses are incurred and a detailed itemized statement thereof has been submitted to the Underwriters. Peru acknowledges that the statements set forth (i) in the last paragraph of the cover page of the Prospectus Supplement regarding delivery of the Reopening Global Bonds, (ii) the fourth paragraph of the text under the caption “Underwriting” of the Prospectus Supplement regarding the terms of the offering by the Underwriters, (iii) the first two sentences of the sixth paragraph of the text under the caption “Underwriting” of the Prospectus Supplement regarding purchase and sale in the open market, over-allotment option, syndicate covering transactions and stabilizing transactions, (iv) the seventh paragraph of the text under the caption “Underwriting” of the Prospectus Supplement regarding penalty bids, (v) the last two sentences of the eighth paragraph of the text under the caption “Underwriting” of the Prospectus Supplement regarding transactions in the over-the-counter market, (vi) the names of the Underwriters under the caption “Underwriting” of the Prospectus Supplement, and (vii) the contact information of the Underwriters on the inside back cover of the Prospectus Supplement, constitute the only information furnished by or on behalf of the Underwriters for inclusion in the Disclosure Package, the Final Prospectus or in any amendment or supplement thereto (the “Underwriters’ Information”).

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(c) Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 10, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under Section 10(a) or (b), as the case may be. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party or that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses or differing interests in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not, in connection with any such action or a related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel (in addition to any local counsel), approved by you in the case of paragraph (a) of this Section 10, representing the indemnified parties under such paragraph who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clauses (i) and (iii). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (x) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative economic benefits received by the indemnifying party on the one hand and the indemnified party on the other. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above,

15

then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of Peru on the one hand and you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative economic benefits of Peru on the one hand and you on the other shall be deemed to be in the same proportion as the total net proceeds from the Offering (before deducting expenses) received by Peru bears to the total underwriting discounts and commissions received by the Underwriters with respect to the Reopening Global Bonds purchased under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by Peru on the one hand or you on the other and Peru’s or your relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Peru and you agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if you were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoing, (i) in no case shall any Underwriter (except as may be provided in any Agreement Among Underwriters) be responsible for any amount in excess of the total underwriting discounts or commissions received by such Underwriter in respect of the Reopening Global Bonds purchased by such Underwriter hereunder and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Your obligations in this subsection (d) to contribute are several in proportion to your respective obligations hereunder and not joint.

(e) The reimbursement, indemnity and contribution obligations under this Section 10 shall be in addition to any liability that any indemnifying party may otherwise have, shall extend upon the same terms and conditions to the affiliates, partners, directors, agents, employees and controlling persons (if any), as the case may be, of each indemnifying party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Peru, you, any such affiliate and any such person. If the obligations of Peru or you set forth in this Section 10 are not assumed by operation of law or by contract by a party or parties satisfactory to you, Peru and you agree to arrange alternative means of providing for such obligations, including providing insurance or creating an escrow, in each case in an amount and upon terms and conditions reasonably satisfactory to you.

11. Default by an Underwriter. (a) If any Underwriter shall default in its obligation to purchase the Reopening Global Bonds which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties, reasonably satisfactory to Peru, to purchase the Reopening Global Bonds on the terms contained in this Agreement. If within 36 hours after such default by any Underwriter you do not arrange for the purchase of the Reopening Global Bonds, then Peru shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to you to purchase the Reopening Global Bonds on such terms. In the event that, within the respective prescribed periods, you notify Peru that you have so arranged for the purchase of the Reopening Global Bonds, or Peru notifies you that it has so arranged for the purchase of the Reopening Global Bonds, you or Peru shall have the right to postpone the Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or Final Prospectus or in any other documents or arrangements, and Peru agrees to make promptly any amendments to the Registration Statement, the Disclosure Package or Final Prospectus that in the reasonable opinion of either you or Peru’s counsel may thereby be made

16

necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this subsection (a) with like effect as if such person had originally been a party to this Agreement with respect to the Reopening Global Bonds.

(b) If, after giving effect to any arrangements for the purchase of the Reopening Global Bonds of a defaulting Underwriter or Underwriters by you and Peru as provided in subsection (a) above, the aggregate principal amount of the Reopening Global Bonds to be issued pursuant to this Agreement which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all such Reopening Global Bonds, then Peru shall have the right to require each non-defaulting Underwriter to purchase the principal amount of such Reopening Global Bonds which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of such Reopening Global Bonds which such Underwriter agreed to purchase hereunder) of the Reopening Global Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing in this Section 11 shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Reopening Global Bonds of a defaulting Underwriter or Underwriters by you and Peru as provided in subsection (a) above, the aggregate principal amount of Reopening Global Bonds which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Reopening Global Bonds, or if Peru shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Reopening Global Bonds of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or Peru, except for the expenses to be borne by Peru and the Underwriters as provided in Section 12 hereof and the indemnity and contribution agreements in this Section 11; but nothing in this Section 11 shall relieve a defaulting Underwriter from liability for its default.

12. Expenses. Peru and you agree to pay for costs and expenses incurred in connection with the transactions contemplated hereby as set forth in Schedule IV hereto; provided, however, that this Section 12 shall in no way affect Peru’s and your obligations set forth in Section 10 of this Agreement. All payments to be made pursuant to this Section 12 for the reimbursement of expenses must be paid promptly, but no later than 30 days after an itemized invoice specifying the expenses to be reimbursed has been received by the party making such reimbursement. The parties shall perform their respective obligations set forth in this Section 12 whether or not Peru issues any Reopening Global Bonds pursuant to the Offering.

13. Survival. The respective indemnities, agreements, representations, warranties and other statements of Peru and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or any controlling person of any Underwriter, or Peru, or any official of Peru, and shall survive delivery of and payment for the Reopening Global Bonds.

14. Effects of Termination. If this Agreement is terminated pursuant to Section 11 hereof, Peru shall not then be under any liability to any Underwriter except as provided in Section 10 hereof; but, if for any other reason the Reopening Global Bonds to be issued pursuant to this Agreement are not delivered by or on behalf of Peru as provided herein, Peru shall pay, or reimburse the Underwriters for, all reasonable and documented costs and expenses incurred by the Underwriters in connection with the preparation for the preparation, sale and delivery of the Reopening Global Bonds including, without limitation, all of the fees and expenses listed in Section 12 hereof, but Peru shall then be under no further liability to any Underwriter except as provided in Section 10 hereof.

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15. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally or sent by reputable international courier (postage prepaid) or facsimile transmission (with transmission confirmed), to the parties hereto as follows:

(a) If to you:

UBS Securities LLC

677 Washington Boulevard

Stamford, Connecticut 06901

Facsimile: (203) 719-0495

Telephone: (203) 719-1088

J.P. Morgan Securities Inc.

270 Park Avenue, New York, New York, 10017

Attention: Latin America Debt Capital Markets

Facsimile: (212) 834-6618

With a copy (which shall not constitute notice) to:

Shearman & Sterling LLP

599 Lexington Ave.

New York, New York 10022

Attention: Antonia Stolper, Esq.

Facsimile: (646) 848-5009

Telephone: (212) 848-5009

(b) If to Peru:

Ministerio de Economía y Finanzas del Perú

Jr. Junín No. 319

Lima, Perú

Attn: General Director of the National Directorate of Public Indebtedness

Facsimile: (51-1) 626-9921

Telephone: (51-1) 311-5931

With a copy (which shall not constitute notice) to:

Allen & Overy LLP

1221 Avenue of the Americas

New York, New York 10020

Attention: Cathleen McLaughlin, Esq.

Facsimile: (212) 610-6399

Telephone: (212) 610-6320

16. Binding Effect. This Agreement, including any right to indemnity or contribution hereunder, shall inure solely to the benefit of and be binding upon Peru, you and the other indemnified parties, and each of your and their respective successors and assigns, and no other person or entity shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Reopening Global Bonds from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

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17. Severability. If any provision hereof is determined to be invalid, illegal or unenforceable in any respect, such determination will not affect any other provision hereof, which will remain in full force and effect so long as the economic or legal substance of the issuance of Reopening Global Bonds and this Agreement, the Fiscal Agency Agreement contained herein are not affected in any manner adverse to any party.

18. Consent to Jurisdiction.

(a) Peru agrees that any suit, action or proceeding against it or its properties, assets or revenues with respect to this Agreement (a “Related Proceeding”) shall be brought exclusively in the courts of the State of New York or the United States District Court of the Southern District of New York (the “Specified Courts”). Peru also agrees that any judgment obtained in the Specified Courts arising out of any Related Proceeding may be enforced or executed in any other court of competent jurisdiction whatsoever, and any judgment obtained in any such other court as a result of such enforcement or execution may be enforced or executed in any such other court of competent jurisdiction (all such courts other than Specified Courts being called herein “Other Courts”), by means of a suit on the judgment or in any other manner provided by law; provided, however, that, in respect of such enforcement or execution by Peruvian courts of any such judgment ordering any payment by Peru, such payment is included in the Budget Law corresponding to the fiscal year on which such payment is to be due (but Peru will use its best efforts to cause such payment to be included in such Budget Law). Peru hereby irrevocably submits to the exclusive jurisdiction of the Specified Courts for the purpose of any Related Proceeding and, solely for the purpose of enforcing or executing any judgment referred to in the preceding sentence (a “Related Judgment”), of the Specified Courts and each Other Court.

(b) Peru agrees that service of all writs, process and summonses in any Related Proceeding or any suit, action or proceeding to enforce or execute any Related Judgment brought against it in the State of New York may be made upon CT Corporation, presently located at 111 Eighth Avenue, 13th floor, New York, New York, as its authorized agent (the “Process Agent”), and Peru irrevocably appoints the Process Agent as its agent to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Peru agrees to maintain at all times an agent with offices in New York to act as its Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

(c) Peru irrevocably consents to and waives any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in the Specified Courts or to the laying of venue of any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or Other Courts, and further irrevocably waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court.

(d) To the extent that Peru or any of its revenues, assets or properties shall be entitled, with respect to any Related Proceeding at any time brought against Peru or any of its revenues, assets or properties, or with respect to any suit, action or proceeding at any time brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or in any jurisdiction in which any Other Court is located, to any immunity from suit, from the jurisdiction of any such court, from attachment prior to judgment, from attachment in aid of execution of judgment, from execution of a judgment or from any other legal or judicial process or remedy, and to the extent that in any such jurisdiction there shall be attributed such an immunity, Peru irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction

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(including, without limitation, the Foreign Sovereign Immunities Act of 1976 of the United States; provided, however, that Peru hereby reserves the right to plead sovereign immunity under the United States Foreign Sovereign Immunities Act of 1976 with respect to actions brought against it under the United States securities laws or any state securities laws) and consents generally for the purposes of the State Immunity Act of 1978 of the United Kingdom to the giving of any relief or the issue of any process in connection with any Related Proceeding or Related Judgment. In addition, to the extent that Peru or any of its revenues, assets or properties shall be entitled, in any jurisdiction, to any immunity from setoff, banker’s lien or any similar right or remedy, and to the extent that there shall be attributed, in any jurisdiction, such an immunity, Peru hereby irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction with respect to any claim, suit, action, proceeding, right or remedy arising out of or in connection with the Agreement.

(e) The submission to jurisdiction and the waiver of immunity by Peru contained herein is for the exclusive benefit of you (and your affiliates referred to in Section 10 above) and shall not extend to any other persons.

19. Currency. The payment of any amount due hereunder in U.S. dollars or any other specified currency (the “Relevant Currency”) is of the essence. To the fullest extent permitted by law, the obligation of Peru in respect of any amount due under this Agreement must, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Relevant Currency that the party entitled to receive such payment may, in accordance with its normal procedures, purchase with the sum paid in such other currency (after any premium and costs of exchange on the business day immediately following the day on which such party receives such payment). If the amount in the Relevant Currency that may be so purchased for any reason falls short of the amount originally due, Peru shall pay such additional amounts, in the Relevant Currency, as may be necessary to compensate for the shortfall. Any obligation of Peru not discharged by such payment shall, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

20. Time of Essence. Time is of the essence of this Agreement. As used in this Agreement, the term “business day” means any day other than a Saturday or a Sunday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

21. Governing Law. This Agreement shall be governed by and must be interpreted in accordance with the laws of the State of New York.

22. Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

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Please indicate your acceptance of the foregoing provisions by signing in the space provided below for that purpose and returning to us a copy of this Agreement, whereupon this Agreement and your acceptance shall constitute a binding agreement between Peru and the Underwriters.

Very truly yours,
REPUBLIC OF PERU
By:	/S/ BETTY ARMIDA SOTELO BAZÁN
Name:	Betty Armida Sotelo Bazán
Title:	General Director of the National Directorate of Public Indebtedness

Accepted as of the date
first set forth above:
J.P. MORGAN SECURITIES INC.
By:	/S/ CARLOS RUIZ DE GAMBOA
Name:	Carlos Ruiz de Gamboa
Title:	Managing Director
UBS SECURITIES LLC
By:	/S/ MARCELO DELMAR
Name:	Marcelo Delmar
Title:	Managing Director
By:	/S/ JOHN B. CORCORAN
Name:	John B. Corcoran
Title:	Managing Director

21

SCHEDULE I

Underwriter	Global Bonds
UBS Securities LLC.	U.S.$	600,000,000
J.P. Morgan Securities Inc	U.S.$	400,000,000

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SCHEDULE II

Filed Pursuant to Rule 433

Registration No. 333-156085

July 6, 2009

Relating to Preliminary Prospectus Supplement

Dated July 6, 2009

to Prospectus

Dated March 25, 2009

Issuer Free Writing Prospectus

Republic of Peru’s US$1,000,000,000 7.35% U.S. Dollar-Denominated Global Bonds due 2025 (the “Reopening Global Bonds”)

Final terms and conditions as of July 6, 2009

Issuer	Republic of Peru
Ratings	Ba1/BBB-/BBB- (all stable)
Issue Type	SEC Global Registered
Joint Bookrunners	UBS Securities LLC, J.P. Morgan Securities Inc.
Reopening Principal Amount	US$1,000,000,000 (to become immediately fungible upon the settlement date with Peru’s outstanding 7.35% Global Bonds due 2025 originally issued on July 19, 2005 in the original aggregate principal amount of US$750,000,000 and the outstanding 7.35% Global Bonds due 2025 originally issued on December 15, 2005 in the original aggregate principal of $500,000,000)
Reopening Issue Price	103.827%, plus accrued and unpaid interest totaling US$34,300,000, or US$34.30 per US$1,000 principal amount of the Reopening Global Bonds, from (and including) January 21, 2009 to (but excluding) July 9, 2009, the date Peru expects to deliver the Reopening Global Bonds, and any additional interest from July 9, 2009. Purchasers of the Reopening Global Bonds will be entitled to receive the full amount of the next semi-annual regular interest payment on July 21, 2009.
Settlement Date	July 9, 2009 (T+3)
Denominations	US$100,000 and integral multiples of US$1,000 in excess thereof
Maturity	July 21, 2025
Interest Rate	7.35% per year
Interest Payment Dates	January and July 21 of each year
Benchmark Instrument	UST 3.125% due February 2019
Offer Spread	+343.6bps
Yield to Maturity	6.95%

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Gross Proceeds to Issuer	US$1,072,570,000
Underwriting Fee	US$2,000,000
Interest Rate Basis	US (NASD) 30/360
Clearing Reference Codes	CUSIP: 715638AS1 / ISIN: US715638AS19 / Common Code: 022518259
Governing Law	New York
Clearing	DTC / Euroclear / Clearstream
Listing and Trading	Application has been made to admit the bonds for listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.

The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and related prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus if you request it by calling:

UBS Securities LLC.: +1-877-827-6444 (extension 561-3884)

J.P. Morgan Securities Inc.: +1-866-846-2874

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent via Bloomberg or another email system.

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SCHEDULE III

Issuer Free Writing Prospectus

1. None.

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SCHEDULE IV

Expense Allocation for the Offering

(Pursuant to Section 12 of the Underwriting Agreement)

Category of Expense	Underwriters’ Share		Peru’s Share
Fees and Disbursements of Joint Underwriters’ Counsel	100	%
Fees and Disbursements of Peru’s Counsel			100	%
Joint Underwriters’ Roadshow Expenses and Investor Functions	100	%
Fees charged by Rating Agencies			100	%
Luxembourg Listing			100	%
Fiscal and Paying Agents (including their counsel fees)			100	%
Luxembourg Listing Agent	100	%
Luxembourg Paying and Transfer Agent			100	%
Preparation and Printing of Transaction Documents			100	%
Preparation and Printing/Mailing of all Registration Statement, Disclosure Package, any Issuer Free Writing Prospectus, Final Prospectus and any prospectus supplement			100	%
SEC Filing and Listing Fees			100	%
Expenses and Fees of Settlement and Clearing (including obtaining CUSIP and ISIN numbers (if required) and expenses of clearing through DTC, Euroclear and Clearstream, if any)			100	%
Any other reasonable expenses incurred in connection with the Offering			100	%

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EX-99.(B)(4)

Exhibit B.4

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE REPUBLIC OF PERU OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IN EXCHANGE FOR THIS BOND IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE FISCAL AGENCY AGREEMENT REFERRED TO HEREINAFTER. THIS BOND MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A BOND REGISTERED IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN SECTION 3.3 OF THE FISCAL AGENCY AGREEMENT, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART, EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 3.3 OF THE FISCAL AGENCY AGREEMENT. BENEFICIAL INTERESTS IN THIS BOND MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 3.3 OF THE FISCAL AGENCY AGREEMENT.

No. A-1 U.S.$ 500,000,000

CUSIP No.:	715638AS1
ISIN:	US715638AS19
Common Code:	022518259

GLOBAL BOND

THE REPUBLIC OF PERU

7.35% U.S. Dollar-Denominated Global Bonds due 2025

This Global Bond is in respect of an issue of 7.35% U.S. Dollar-Denominated Global Bonds due 2025 (the “Bonds”) of the Republic of Peru (“Peru”), limited to an aggregate principal amount of FIVE HUNDRED MILLION U.S. DOLLARS (U.S.$500,000,000) and issued pursuant to a Fiscal Agency Agreement, dated as of February 6, 2003, as amended by Amendment No. 1 to the Fiscal Agency Agreement, dated as of November 21, 2003, and by Amendment No. 2 to the Fiscal Agency Agreement, dated as of October 14, 2004 (as amended, the “Fiscal Agency Agreement”) between Peru and the Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, National Association), as Fiscal Agent, Principal Paying Agent and Registrar (the “Fiscal Agent,” “Paying Agent” and “Registrar”). Unless the context otherwise requires, the terms used herein shall have the meanings specified in the Fiscal Agency Agreement and the Terms and Conditions of the Bonds attached hereto (the “Terms”).

Peru, for value received, hereby promises to pay to Cede & Co., or registered assigns, on July 21, 2025 upon surrender hereof, the principal sum of FIVE HUNDRED MILLION U.S.

1

DOLLARS (U.S.$500,000,000), and to pay interest at the rate of 7.35% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months, from July 19, 2005, on said principal amount in accordance with the Terms until such principal amount is paid or made available for payment, such interest to be paid semi-annually in arrears on each Payment Date, commencing on the Payment Date on January 21, 2006. Interest on this Global Bond will accrue from and including January 21, 2009 to (but excluding) July 9, 2009 and the first Payment Date for this Global Bond shall be July 21, 2009. The interest payable on any such Payment Date will, subject to certain conditions set forth in the Terms, be paid to the person in whose name this Global Bond is registered on the 15th day preceding such Payment Date, whether or not such day is a Business Day (as defined below). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the person in whose name this Global Bond is registered on such date and may either be paid to the person in whose name this Global Bond is registered at the close of business on a subsequent record date for the payment of such defaulted interest to be fixed by Peru or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Global Bond may be listed. The Terms, except as otherwise provided herein, shall be binding on Peru and the holder hereof as if fully set forth herein.

The statements set forth in the legend set forth above are an integral part of the terms of this Global Bond and by acceptance hereof each holder of this Global Bond agrees to be subject to and bound by the terms and provisions set forth in such legend.

This Global Bond will not be valid or become obligatory for any purpose until the certificate of authentication hereon has been manually signed by or on behalf of the Fiscal Agent.

This Global Bond is governed by and must be interpreted in accordance with the laws of the State of New York, except that all matters governing authorization and execution of this Global Bond by Peru are governed by the laws of Peru.

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IN WITNESS WHEREOF, THE REPUBLIC OF PERU has caused this Global Bond to be duly executed.

THE REPUBLIC OF PERU
By:
Name:	Betty Armida Sotelo Bazán
Title:	General Director of the National Directorate of Public Indebtedness

Dated: July 9, 2009

CERTIFICATE OF AUTHENTICATION

This is one of the Bonds described in the within-mentioned Fiscal Agency Agreement.

THE BANK OF NEW YORK MELLON,
as Fiscal Agent
By:
	Authorized Signatory

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1. General. This Global Bond is one of a duly authorized issue of series of debt securities of the Republic of Peru (“Peru”), designated as 7.35% U.S. Dollar-Denominated Global Bonds due 2025 (the “Bonds”), limited to the aggregate principal amount of U.S.$1,000,000,000 (except as otherwise provided in Section 12 below) issued pursuant to a Fiscal Agency Agreement, dated as of February 6, 2003, as amended by Amendment No. 1 to the Fiscal Agency Agreement, dated as of November 21, 2003, and by Amendment No. 2 to the Fiscal Agency Agreement, dated as of October 14, 2004 (as amended, the “Fiscal Agency Agreement”), between Peru and the Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, National Association), the Fiscal Agent, Principal Paying Agent and Registrar (the “Fiscal Agent,” “Paying Agent” and the “Registrar” (collectively, the “Agents”), which terms include its successors and assigns as such Fiscal Agent, Paying Agent and Registrar). This Global Bond is a further issuance of, and this Global Bond is fully fungible with the 7.35% U.S. Dollar-Denominated Global Bonds due 2025 and will be consolidated with and will form a single class and series with the US$750,000,000 principal amount of Bonds that were originally issued on July 19, 2005, and with the US$500,000,000 principal amount of Bonds that were originally issued on December 15, 2005. The total principal amount of the Bonds, including this Global Bond, is U.S.$2,250,000,000. Capitalized terms used but not defined herein shall have the meanings given to them in the Fiscal Agency Agreement. References herein to “U.S.$,” “$,” “U.S. dollars” or “dollars” are to United States dollars.

(a) The holders of the Bonds will be entitled to the benefits of, be bound by, and be deemed to have notice of, all the provisions of the Fiscal Agency Agreement. Copies of the Fiscal Agency Agreement are on file and may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the principal office of the Fiscal Agent in New York and at the offices of the Registrar and the paying agents referred to below.

(b) The Bonds are issuable in fully registered form, without coupons. The Bonds are issuable in authorized denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. The Bonds, and transfer thereof, must be registered as provided in Section 7 below and in the Fiscal Agency Agreement. A person in whose name a Bond is registered may (to the fullest extent permitted by law) be treated at all times, by all persons and for all purposes as the absolute owner of such Bond regardless of any notice of ownership, theft or loss or of any writing thereon.

(c) The Bonds will mature on July 21, 2025 (the “Maturity Date”).

(d) As used herein, the following terms have the meanings set forth below:

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in The City of New York or Lima, Peru.

“Payment Date” means January 21 and July 21 of each year, commencing July 21, 2009 and ending on July 21, 2025, provided that if any such day is not a Business Day, then the applicable Payment Date shall be the next following Business Day.

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2. Payments and Paying Agents. (a) Principal of and interest on the Bonds will be payable in U.S. dollars. Principal of each Bond and interest payable on the Maturity Date will be payable in U.S. dollars in immediately available funds to the person in whose name such Bond is registered on the Maturity Date, upon presentation and surrender of the Bond at the corporate trust office of the Fiscal Agent in The City of New York or, subject to applicable laws and regulations, at the office of any paying agent. Interest on each Bond (other than interest payable on the Maturity Date) will be payable to the person in whose name such Bond is registered at the close of business on the Record Date (as defined below) for the relevant Payment Date. Peru will make payments of principal and interest on the Bonds by providing the Fiscal Agent the amount of such payment, in U.S. dollars in immediately available funds, on or before the Payment Date, and directing the Fiscal Agent to make a wire transfer of such amount in U.S. dollars to DTC or its nominee as the registered owner of the Bonds, which will receive the funds for distribution to the beneficial owners of the Bonds; provided that Peru may, subject to applicable laws and regulations, make payments of principal and interest on the Bonds by mailing, or directing the Fiscal Agent to mail, from funds made available by Peru for such purpose, a check to the person entitled thereto, on or before the due date for the payment at the address that appears on the security register maintained by the Fiscal Agent on the applicable record date. The Record Date with respect to any Payment Date will be the 15th day prior to such date (each such day, a “Record Date”), whether or not such day is a Business Day.

None of Peru, the Fiscal Agent or any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Bonds or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

(b) In the event that the maturity of the Bonds is accelerated in accordance with Section 4 below, holders of the Bonds will be permitted to elect, by providing notice to Peru, with a copy to the Fiscal Agent, on the date of acceleration or on any date thereafter prior to payment, to receive the amount payable in respect of the Bonds at such time in the currency of Peru.

(c) Any payment of principal or interest required to be made on a Payment Date that is not a Business Day (or, in the case of a Luxembourg Paying Agent, is a day on which banks in Luxembourg are required or authorized by law to close) need not be made on such day, but may be made on the next succeeding Business Day (or, in the case of a Luxembourg Paying Agent, the next succeeding day on which banks in Luxembourg are not required or authorized by law to close) with the same force and effect as if made on such Payment Date, and no interest will accrue with respect to such payment for the period from and after such Payment Date.

(d) So long as any of the Bonds are outstanding, Peru shall maintain a paying agent and a transfer agent in a western European city for payment on and transfers of the Bonds (which will be Luxembourg, so long as the Bonds are admitted for trading on the Euro MTF, the alternative market of the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require), a Registrar having a specified office in The City of New York and a paying agent having a specified office in The City of New York. Peru has initially appointed The Bank of New York (Luxembourg) S.A. (as successor in interest to J.P. Morgan Bank Luxembourg S.A.) as Luxembourg paying agent and transfer agent for the Bonds and The Bank of New York Mellon (as successor in interest to JPMorgan Chase Bank, National Association), as Registrar and Paying

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Agent. Subject to the foregoing, Peru shall have the right at any time to terminate any such appointment and to appoint any other paying agents or transfer agents in such other places as it may deem appropriate upon notice in accordance with Section 11 below.

(e) Pending payment of principal or interest on the Bonds that becomes due, the Fiscal Agent shall hold in trust, for the benefit of the beneficial owners of the Bonds, the amounts transferred by Peru to the Fiscal Agent for such purpose. Any moneys held by the Fiscal Agent in respect of the Bonds and remaining unclaimed for two years after such amounts shall have become due and payable must be returned by the Fiscal Agent to Peru and the holders of such Bonds shall thereafter look only to Peru for any payment to which such holders may be entitled. The Bonds will become void unless presented for payment within five years after the Maturity Date (or such shorter period as shall be prescribed by applicable law).

(f) All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions hereof (in the absence of willful default, bad faith or manifest error) will be binding on Peru, the Fiscal Agent, the Registrar, the Paying Agent, each other paying agent and all holders of Bonds.

3. Status and Negative Pledge. (a) The Bonds will be direct, general, unconditional, unsubordinated and unsecured obligations of Peru. Peru has pledged its full faith and credit for the due and punctual payment of all amounts due in respect of the Bonds. The Bonds will rank pari passu, without any preference among themselves, with all other existing and future unsecured and unsubordinated obligations of Peru relating to External Indebtedness.

(b) So long as any of the Bonds remain outstanding, Peru shall not create or permit to subsist any Security Interest in the whole or any part of its present or future revenues or assets to secure Public External Indebtedness of Peru, unless the Bonds are secured equally and ratably with such Public External Indebtedness; provided, however, that Peru may create or permit to subsist:

(i) Security Interests created prior to February 7, 2002;

(ii) Security Interests securing Public External Indebtedness incurred in connection with a Project Financing, provided that the Security Interest is solely in assets or revenues of the project for which the Project Financing was incurred;

(iii) Security Interests securing Public External Indebtedness incurred or assumed by Peru to finance or refinance the acquisition of the assets in which such Security Interest has been created or permitted to subsist and any Security Interests existing on such assets at the time of their acquisition;

(iv) Security Interests securing Public External Indebtedness arising in the ordinary course to finance export, import or other trade transactions, which Public External Indebtedness matures (after giving effect to all renewals and refinancing thereof) not more than one year after the date on which such Public External Indebtedness was originally incurred;

(v) Security Interests securing Public External Indebtedness which, together with all other Public External Indebtedness secured by Security Interests (excluding Public External Indebtedness secured by other permitted Security Interests), does not exceed U.S.$25,000,000 principal amount (or its equivalent in other currencies) in the aggregate;

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(vi) Security Interests arising by operation of a currently existing law in connection with Public External Indebtedness, including without limitation any right of set-off with respect to demand or time deposits maintained with financial institutions and bankers’ liens with respect to property held by financial institutions (in each case deposited with or delivered to such financial institutions in the ordinary course of the depositor’s activities);

(vii) Security Interests created in connection with the transactions contemplated by Peru’s 1996 financing plan dated June 5, 1996, and its implementing documentation, including Security Interests to secure obligations under the collateralized bonds issued under the 1996 financing plan (the Fixed Rate Bonds due 2027 (“Par Bonds”), the Floating Rate Bonds due 2027 (“Discount Bonds”) and the Front-Loaded Interest Reduction Bonds due 2017 (“FLIRBs”)) and any Security Interest securing obligations of Peru outstanding as of June 5, 1996, to the extent required to be equally and ratably secured with any such bonds;

(viii) Security Interests issued upon surrender or cancellation of the Par Bonds, the Discount Bonds or the FLIRBs, or the principal amount of any Public External Indebtedness outstanding as of June 5, 1996, in each case, to the extent such Security Interest is created to secure Public External Indebtedness on a basis comparable to the Par Bonds, the Discount Bonds and the FLIRBs;

(ix) Security Interests on shares of, or other assets of, any present or former Peruvian public sector entity created or granted by Peru in connection with, or in anticipation of, the privatization of such entity; and

(x) any renewal or extension of any Security Interest stated above.

(c) The following terms shall have the meanings specified below:

(i) “External Indebtedness” means obligations of, or guaranteed (whether by contract, statute or otherwise) by, Peru for borrowed money or evidenced by bonds, debentures, notes or similar instruments denominated or payable, or which, at the option of the holder thereof, may be payable, in a currency other than the currency of Peru or by reference to a currency other than the currency of Peru (other than any such obligations originally issued or incurred within Peru).

(ii) “Public External Indebtedness” means any External Indebtedness that (i) is in the form of, or represented by, bonds, notes or other securities that are, or were intended at the time of issuance to be, quoted, listed or traded on any securities exchange or other securities market (including without limiting the generality of the foregoing, securities for resale pursuant to Rule 144A under the Securities Act (or any successor law or regulation of similar effect)) and (ii) has an original maturity of more than one year or are combined with a commitment so that the original maturity of one year or less may be extended at the option of Peru to a period in excess of one year.

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(iii) “Project Financing” means any financing of all or part of the costs of the acquisition, construction or development of any project if the person or persons providing such financing expressly agree to limit their recourse to the project financed and the revenues derived from such project as the principal source of repayment for the moneys advanced.

(iv) “Security Interest” means any security interest, including without limitation, any lien, pledge, mortgage, deed of trust or charge, or any encumbrance or preferential arrangement that has the practical effect of constituting a security interest.

(d) The obligations of Peru set forth in Section 6.3(a) of the Fiscal Agency Agreement are hereby incorporated by reference and made a part of, as though set forth in, this Global Bond for the benefit of (and shall be directly enforceable by) the holder of this Global Bond.

4. Events of Default. (a) Each of the following events will constitute an “Event of Default” under the Bonds:

(i) if Peru fails to pay interest or principal on the Bonds when due and such failure continues for a period of 30 days; or

(ii) if Peru does not perform any other obligation under any Bond and such failure is incapable of remedy or is not remedied within 60 days after written notice has been given to Peru by the Fiscal Agent; or

(iii) if Peru fails to make any payment in respect of:

(A) External Indebtedness outstanding as of February 21, 2002; or

(B) Public External Indebtedness;

in an aggregate principal amount in excess of U.S.$25,000,000 (or its equivalent in any other currency) when due, and such failure continues beyond the applicable grace period; or

(iv) if any event or condition occurs that results in the acceleration of the maturity of:

(A) External Indebtedness outstanding as of February 21, 2002; or

(B) Public External Indebtedness;

in an aggregate principal amount in excess of U.S.$25,000,000 (or its equivalent in any other currency); or

(v) if Peru declares a general suspension on or moratorium with respect to the payment of principal of or interest on all or a portion of its External Indebtedness; or

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(vi) if (A) Peru contests the validity of, or its obligations under, any Bond or, to the extent adversely affecting the Bonds, the Fiscal Agency Agreement, (B) Peru denies any of its obligations under any Bond or, to the extent adversely affecting the Bonds, the Fiscal Agency Agreement, or (C) any constitutional provision, treaty, law, regulation, decree, or other official pronouncement of Peru, or any final decision by any court in Peru having jurisdiction, renders it unlawful for Peru to pay any amount due on the Bonds or to perform any of its obligations under any Bond or, to the extent adversely affecting the Bonds, the Fiscal Agency Agreement; or

(vii) if any writ, execution, attachment or similar process is levied against all or any substantial part of the assets of Peru in connection with any judgment for the payment of money exceeding U.S.$25,000,000 (or its equivalent in any other currencies), and Peru fails to satisfy or discharge such judgment, or adequately bond, contest in good faith or receive a stay of execution or continuance in respect of such judgment, within a period of 120 days; or

(viii) if Peru fails to maintain its membership in, and its eligibility to use the general resources of, the International Monetary Fund.

(b) Upon the occurrence and during the continuance of an Event of Default, the holders of at least 25% in aggregate principal amount of all Bonds then Outstanding may by written notice given to Peru (with a copy to the Fiscal Agent) declare the Bonds held by it to be immediately due and payable; and upon such declaration the principal amount of such Bonds and the accrued interest on such Bonds will become immediately due and payable upon the date that such written notice is received at the office of the Fiscal Agent, unless prior to such date all Events of Default in respect of all Bonds have been cured. The right to give such acceleration notice will terminate if the event giving rise to such right has been cured before such right is exercised. Holders of Bonds holding in the aggregate at least 50% in principal amount of the then Outstanding Bonds may waive any existing defaults, and rescind or annul any notice of acceleration, on behalf of all bondholders, if (i) following the declaration of the Bonds due and payable immediately, Peru has deposited with the Fiscal Agent an amount sufficient to pay all overdue installments of principal, interest and Additional Amounts in respect of the Bonds as well as the reasonable fees and compensation of the Fiscal Agent; and (ii) all other Events of Default have been remedied. In the event of a declaration of acceleration because of an Event of Default set forth in clause (iii) or (iv) above, such declaration of acceleration shall be automatically rescinded and annulled if the event triggering such Event of Default pursuant to such clause (iii) or (iv) shall be remedied, cured or waived by the holders of the relevant indebtedness, within 60 days after such event.

(c) Upon the occurrence of an Event of Default under Section 4(a), Peru shall give written notice promptly after becoming aware thereof to the holder of each Bond (with a copy to the Fiscal Agent). Within 15 days after becoming aware of the occurrence of an event which with the giving of notice or lapse of time or both would, unless remedied, cured or waived, become an Event of Default under clause (iii) or (iv) of Section 4(a), Peru shall give written notice thereof to the holder of each Bond (with a copy to the Fiscal Agent). Any notice required to be given pursuant to this Section 4(c) to each holder of a Bond may be given by Peru directly to the Fiscal Agent; provided that Peru will cause the Fiscal Agent promptly to give notice of each Event of Default specified in such notice to the holders of Bonds.

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5. Purchase of the Bonds by Peru. Peru may at any time purchase or acquire any of the Bonds in any manner and at any price. Bonds that are purchased or acquired by Peru may, at Peru’s discretion, be held, resold or surrendered to the Fiscal Agent for cancellation, but any Bond so purchased by Peru may not be re-issued or resold except in compliance with the Securities Act and other applicable law.

6. Additional Amounts. (a) The payment by Peru of principal of or interest on the Bonds will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by Peru, any political subdivision thereof or any taxing authority in Peru. If Peru is required by law to make any such withholding or deduction, it will pay such additional amounts (“Additional Amounts”) as may be necessary in order to ensure that the net amounts receivable by the holders of Bonds after such withholding or deduction shall equal the amount that would have been receivable in respect of the Bonds in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable with respect to any Bond to or on behalf of a holder who is liable for taxes or duties in respect of such Bond (i) by reason of such holder having some connection with Peru other than the mere holding of such Bond or the receipt of principal of or interest on any Bond; (ii) by reason of the failure to comply with any reasonable certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Peru, or any political subdivision or taxing authority thereof or therein, of the holder of a Bond or any interest therein or rights in respect thereof, if compliance is required by Peru, or any political subdivision or taxing authority thereof or therein, pursuant to applicable law or to any international treaty in effect, as a precondition to exemption from such deduction or withholding; or (iii) by reason of the failure of such holder to present such holder’s Bond for payment within 30 days after the principal of or interest on any Bond is first made available to payment to the holder.

(b) Whenever in this Global Bond there is mentioned, in any context, the payment of the principal of or interest on any Bond, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

(c) No Additional Amounts shall be payable in respect of any Bond to a holder that is a fiduciary or partnership or other than the sole beneficial owner of such Bond, to the extent the beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to receive payment of the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the holder of such Bond.

7. Replacement, Exchange and Transfer. (a) If any Bond becomes mutilated or is defaced, destroyed, lost or stolen, the Fiscal Agent shall authenticate and deliver a new Bond, on such terms as Peru and the Fiscal Agent may require, in exchange and substitution for the mutilated or defaced Bond or in lieu of and in substitution for the destroyed, lost or stolen Bond. In every case of mutilation, defacement, destruction, loss or theft, the applicant for a substitute Bond must furnish to Peru and the Fiscal Agent such indemnity as Peru and the Fiscal Agent may require and evidence to their satisfaction of the destruction, loss or theft of such Bond and of the ownership thereof. In every case of mutilation or defacement of a Bond, the holder must surrender to the

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Fiscal Agent the Bond so mutilated or defaced. In addition, prior to the issuance of any substitute Bond, Peru may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal Agent) connected therewith. If any Bond that has matured or is about to mature becomes mutilated or defaced or is apparently destroyed, lost or stolen, Peru may pay or authorize payment of such Bond without issuing a substitute Bond.

(b) Upon the terms and subject to the conditions set forth in the Fiscal Agency Agreement, a Bond or Bonds may be exchanged for a Bond or Bonds of equal aggregate principal amount in such same or different authorized denominations as may be requested by the holder, by surrender of such Bond or Bonds at the office of the Registrar, or at the office of any transfer agent, together with a written request for the exchange. Any registration of transfer or exchange shall be effected upon Peru being satisfied with the documents of title and identity of the person making the request and subject to such reasonable regulations as Peru may from time to time agree with the Fiscal Agent.

(c) Upon the terms and subject to the conditions set forth in the Fiscal Agency Agreement, a Bond may be transferred in whole or in part by the holder or holders surrendering the Bond for registration of transfer at the office of the Registrar in The City of New York or at the office of any transfer agent, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Peru and the Registrar or any such transfer agent, as the case may be, duly executed by the holder or holders thereof or its attorney-in-fact or attorneys-in-fact duly authorized in writing.

(d) No service charge will be imposed upon the holder of a Bond in connection with exchanges for Bonds of a different denomination or for registration of transfers thereof, but Peru and the Fiscal Agent may charge the party requesting any registration of transfer, exchange or registration of Bonds a sum sufficient to reimburse it for any stamp or other tax or other governmental charge required to be paid in connection with such transfer, exchange or registration.

8. Amendments and Waivers. (a) Section 9.2 of the Fiscal Agency Agreement, which Section is hereby incorporated mutatis mutandi by reference herein, provides, among other things, (i) with respect to matters other than Reserved Matters (as defined below), that (A) at any meeting of holders of the Bonds duly called and held as specified in the Fiscal Agency Agreement, upon the affirmative vote, in person or (in the case of registered owners of the Bonds) by proxy thereunto duly authorized in writing, of the holders of at least 66 ²/3% in aggregate principal amount of the Bonds then Outstanding represented at such meeting, or (B) with the written consent of the holders of at least 66 ²/3% in aggregate principal amount of the Bonds then Outstanding, Peru and the Fiscal Agent may modify, amend or supplement the terms of the Bonds or, with respect to the Bonds, the Fiscal Agency Agreement in any way, other than a modification, amendment or supplement constituting a Reserved Matter, and the holders of the Bonds may make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided by the Fiscal Agency Agreement or the Bonds to be made, given or taken by holders of the Bonds, other than a waiver or other action constituting a Reserved Matter; and, (ii) with respect to Reserved Matters, that, (A) at any meeting of holders of the Bonds duly called and held as specified in the Fiscal Agency Agreement, upon the affirmative vote, in person or (in the case of registered owners of the Bonds) by proxy thereunto duly authorized in writing, of the holders of at least 75% in aggregate

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principal amount of the Bonds then Outstanding, or (B) with the written consent of the holders of at least 75% in aggregate principal amount of the Bonds then Outstanding, Peru and the Fiscal Agent may make any modification, amendment, supplement or waiver of the Fiscal Agency Agreement or the terms and conditions of the Bonds that would (1) change the due date for payment of the principal of (or premium, if any) or any installment of interest on the Bonds, (2) reduce the principal amount of the Bonds, the portion of such principal amount which is payable upon acceleration of the maturity of the Bonds, the interest rate thereon or the premium payable upon redemption thereof, (3) change the coin or currency in which or the required places at which payment with respect to interest, premium or principal in respect of the Bonds is payable, (4) shorten the period during which Peru is not permitted to redeem the Bonds, or permit Peru to redeem the Bonds if, prior to such action, Peru is not permitted to do so, (5) reduce the proportion of the principal amount of the Bonds the vote or consent of the holders of which is necessary to modify, amend or supplement the Fiscal Agency Agreement or the terms and conditions of the Bonds or to make, take or give any request, demand, authorization, direction, notice, consent, waiver or other action provided hereby or thereby to be made, taken or given, or change the definition of “Outstanding” with respect to the Bonds, (6) change the obligation of Peru to pay additional amounts with respect to the Bonds, (7) change the governing law provision of the Bonds, (8) change the courts to the jurisdiction of which Peru has submitted, Peru’s obligation to appoint and maintain a Process Agent with an office in New York, as set forth in Section 10 hereof, or Peru’s waiver of immunity, in respect of actions or proceedings brought by any holder based upon the Bonds, as set forth in Section 10 hereof, (9) in connection with an exchange offer for the Bonds, amend any Event of Default (as defined herein), or (10) change the status of the Bonds, as set forth herein. Each of the actions set forth in clauses (1) through (10) of the preceding sentence is referred to herein as a “Reserved Matter.”

(b) Peru and the Fiscal Agent may, without the vote or consent of any holder of Bonds, amend the Fiscal Agency Agreement or the Bonds for the purpose of (i) adding to the covenants of Peru for the benefit of the holders of Bonds, or (ii) surrendering any right or power conferred upon Peru in respect of the Fiscal Agency Agreement or the Bonds, or (iii) providing security or collateral for the Bonds, or (iv) curing any ambiguity in any provision, or curing, correcting or supplementing any defective provision contained herein or in the Fiscal Agency Agreement in a manner which does not adversely affect the interest of any Bond holder, or (v) effecting any amendment of the Fiscal Agency Agreement (including, to the extent necessary to provide for the issuance of other Bonds and of Warrants) or the Bonds which Peru and the Fiscal Agent mutually deem necessary or desirable so long as any such amendment does not, and will not, adversely affect the rights or interests of any Bond holder.

(c) It shall not be necessary for the vote or consent of the holders of Bonds to approve the particular form of any proposed modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action, but it shall be sufficient if such vote or consent shall approve the substance thereof. Any such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action taken, made or given in accordance with Section 8(a) hereof shall be conclusive and binding on all holders of Bonds, whether or not they have given such consent or cast such vote, or were present at any meeting and whether or not notation of such modification, amendment, supplement, request, demand, authorization, direction, notice, consent, waiver or other action is made upon the Bonds.

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(d) Any notice of meeting of holders of Bonds shall set forth the time and place of such meeting and in general terms the action proposed to be taken at such meeting, and shall be given to each holder as provided in Section 11 hereof.

9. Governing Law. This Global Bond is governed by and must be interpreted in accordance with the laws of the State of New York, except that all matters governing authorization and execution of the Bonds by Peru are governed by the laws of Peru.

10. Jurisdiction. (a) In the Fiscal Agency Agreement, Peru has agreed that in connection with any suit, action or proceeding against it or its properties, assets or revenues arising out of or relating to the Fiscal Agency Agreement or the Bonds (a “Related Proceeding”), Peru shall submit to the exclusive jurisdiction of any New York State or U.S. federal court sitting in New York City, and any appellate court thereof (the “Specified Courts”). Peru has also agreed that (i) all claims in respect of such Related Proceeding may be heard and determined in such Specified Courts; (ii) any judgment obtained in the Specified Courts arising out of any Related Proceeding may be enforced or executed in any other court of competent jurisdiction whatsoever; and (iii) any judgment obtained in any such other court as a result of such enforcement or execution may be enforced or executed in any such other court of competent jurisdiction (all such courts other than Specified Courts being called herein “Other Courts”), by means of a suit on the judgment or in any other manner provided by law; provided that in order to enforce or execute any such judgment ordering any payment by Peru, Peruvian courts will require that such payments be included in the Budget Law corresponding to the fiscal year on which such payment is to be due (but Peru will use its best efforts to cause such payment to be included in such Budget Law). Peru has irrevocably submitted to the exclusive jurisdiction of the Specified Courts solely for the purpose of any Related Proceeding and, for enforcing or executing any judgment arising in connection with a Related Proceeding as described above (a “Related Judgment”), of the Specified Courts and each Other Court.

(b) Peru has agreed that CT Corporation Systems, presently located at 111 Eighth Avenue, 13th floor, New York, New York, will act as its process agent (the “Process Agent”) and that Peru will maintain at all times an agent with an office in New York to act as its Process Agent. The Process Agent will receive on behalf of Peru and its property all writs, process and summonses in any Related Proceeding or any suit, action or proceeding to enforce or execute any Related Judgment brought against it in such Specified Courts. Failure of the Process Agent to give any notice to Peru of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. Nothing in the Fiscal Agency Agreement or herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

(c) Peru has irrevocably consented to and waived, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue in any Related Proceeding brought in the Specified Courts or to the laying of venue of any suit, action or proceeding brought solely for the purpose of enforcing or executing any Related Judgment in the Specified Courts or Other Courts, and has further irrevocably waived, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any Related Proceeding in a Specified Court or any such suit, action or proceeding to enforce or execute a Related Judgment in any Other Court.

13

(d) To the extent that Peru or any of its revenues, assets or properties may be entitled to any sovereign or other immunity from jurisdiction or any other legal process under any law, Peru has agreed not to claim and to waive such immunity to the fullest extent permitted by the laws of such jurisdiction. This waiver covers Peru’s sovereign immunity and immunity from prejudgment attachment, post-judgment attachment and attachment in aid of execution, but does not extend to the attachment of revenues, assets and property of Peru located in Peru unless permitted under Peruvian law. Additionally, in accordance with Peruvian law currently in effect, Peru’s waiver of immunity does not extend to property that is (i) used by a diplomatic or consular mission of Peru; (ii) of a military character and under the control of a military authority or defense agency of Peru; (iii) public property; (iv) shares of Peruvian public sector entities or shares of Peruvian private sector entities owned or controlled by Peru or by a Peruvian public sector entity, or revenues collected from the sale of such shares, to the extent such shares or revenues are exempt by Peruvian law from attachment or execution; or (v) funds deposited in Peru’s accounts held in the Peruvian financial system that constitute public domain property.

Peru, however, has reserved the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 (the “Immunities Act”) with respect to actions brought against it under U.S. federal securities laws or any state securities law. Without an effective waiver of immunity by Peru with respect to such actions, it would be impossible to obtain a U.S. judgment in such an action against Peru unless a court were to determine that Peru is not entitled under the Immunities Act to sovereign immunity with respect to such action. In addition, execution upon property of Peru located in the United States to enforce a judgment obtained under the Immunities Act may not be possible except in the limited circumstances specified in the Immunities Act.

Even if a U.S. judgment could be obtained against Peru in any such action, it may not be possible to enforce in Peru a judgment based on such a U.S. judgment.

Peru has also consented generally for the purposes of the State Immunity Act of 1978 of the United Kingdom to the giving of any relief or the issue of any process in connection with any Related Proceeding or Related Judgment.

11. Notices. Notices will be mailed to holders of Bonds at their registered addresses and will be deemed to have been given on the date of such mailing. All notices to holders of the Bonds will be published, if and so long as the Bonds are admitted for trading on the Euro MTF, the alternative market of the Luxembourg Stock Exchange, and the rules of such exchange so require, in a daily newspaper of general circulation in Luxembourg. It is expected that such publication will be made in the d’Wort. If publication as aforesaid is not practicable, notice will be validly given if made in accordance with the rules of the Luxembourg Stock Exchange.

12. Further Issues. Peru may, from time to time, without the consent of the holders of the Bonds, create and issue additional bonds having the same terms and conditions as the Bonds, except for the issue date, issue price and the amount of the first payment of interest, which additional bonds may be consolidated and form a single series with the outstanding Bonds.

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EX-99.(E)(2)

Exhibit E.2

Lima, September 15, 2009   The Republic of Peru Ministry of Economy and Finance Jr. Junín, 319 - Lima 1 Peru   Ladies and Gentlemen:   We have acted as legal counsel to the Ministry of Economy and Finance of the Republic of Peru (the “Republic”) in connection with the issuance and sale by the Republic of U.S.$ 1,000,000,000.00 additional principal amount of the Republic’s 7.35% U.S. Dollar-Denominated Global Bonds due 2025 (the “Reopening Global Bonds”) which will be a further issuance of, that will form a single series with, the Republic’s outstanding 7.35% U.S. Dollar-Denominated Global Bonds due 2025 originally issued on July 19, 2005 and December 15, 2005, pursuant to a registration statement (No. 333-156085), as amended (the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) under Schedule B of the United States Securities Act of 1933, as amended (the “Securities Act”), the prospectus dated January 12, 2009 (the “Prospectus”), filed with the Commission as part of the Registration Statement and the prospectus supplement dated July 6, 2009 (the “Prospectus Supplement”), as filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act.   In arriving at the opinion expressed below, we have reviewed the following:   i)       the Registration Statement and the related Prospectus, as supplemented by the Prospectus Supplement;   ii)     the Fiscal Agency Agreement, dated as of February 6, 2003, as amended by Amendment No. 1 thereto, dated as of November 21, 2003 and Amendment No. 2 thereto, dated as of October 14, 2004 (as amended, the “Fiscal Agency Agreement”) between the Republic and JPMorgan Chase Bank, National Association (now The Bank of New York Mellon), as fiscal agent;

  iii)    a copy of the Reopening Global Bonds in global form, as executed by the Republic;   iv)    all relevant provisions of the Political Constitution of the Republic of Peru of 1993, in particular Article 75, and all relevant laws, decrees and acts of the Republic under which the issuance of the Reopening Global Bonds has been authorized, included but not limited to the following:   1.      Annual Indebtedness Law of the Public Sector for the Fiscal Year 2009, Law No. 29290;   2.      Supreme Decree No. 065-2009-EF of the President of the Republic, in force as of March 25, 2009;   3.      Supreme Decree No. 065-2009-EF of the President of the Republic, in force as of July 6, 2009;   4.      Ministerial Resolution No. 310-2009-EF/75 of the Ministry of Economy and Finance of the Republic, in force as of July 6, 2009;   v)      all such other documents, instruments and rules as we have deemed to be necessary as a basis for the opinion hereinafter expressed.   In this opinion letter we refer to the documents referred to in paragraphs (i), (ii) and (iii) above as the “Agreements”.   In considering the documents listed above, we have assumed (1) the genuineness of all signatures thereto, and the authenticity of all documents sent to us as originals and the conformity with authentic original documents of all documents submitted to us as copies; (2) the power and authority of all parties other than the Republic to enter into, execute and deliver the Agreements; and (3) that all of the parties to the Agreements other than the Republic are duly organized and validly existing.   It is our opinion that under and with respect to the present laws of the Republic, the Reopening Global Bonds have been duly authorized, executed and delivered by the Republic and, assuming due authentication thereof pursuant to the Fiscal Agency Agreement, constitute valid and legally binding obligations of the Republic in accordance with their terms.

2

We hereby consent to the filing of this opinion as an exhibit to Post Effective Amendment No. 2 to the Registration Statement of Peru and to the references to us under the heading “Validity of the Bonds” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or under the rules and regulations of the Commission. We are Attorneys-at-Law in the Republic and we do not express or imply any opinion with respect to laws of any country or jurisdiction other than the Republic. Very truly yours, /S/ HERNANDEZ & CIA. ABOGADOS

3

EL PERUANO OFFICIAL GAZETTE

Page 384878

Lima, Thursday, December 11, 2008

LAW N° 29290

THE PRESIDENT OF THE REPUBLIC

WHEREAS:

The Congress of the Republic

has passed the following Law:

THE CONGRESS OF THE REPUBLIC;

Has passed the following Law:

LAW ON PUBLIC SECTOR INDEBTEDNESS FOR FISCAL YEAR 2009

TITLE I

PURPOSE OF THE LAW

Article 1.- General Law

For the purposes of this Law, General Law shall mean Law N° 28563, General Law of the National Indebtedness System and its amendments.

Article 2.- Purpose of the Law

2.1 This Law establishes:

a) The maximum amount and the general destination of the external and internal indebtedness operations that may be agreed by the National Government for the Public Sector during Fiscal Year 2009; and,

b) The maximum amount of the guarantees that the National Government may grant or contract in said Year to meet the requirements arising from the private investment and concession promotion processes.

2.2 In addition, this rule regulates other aspects contained in the General Law and, on a supplemental basis, various issues related thereto.

TITLE II

GENERAL PROVISIONS

Article 3.- Commission

The annual commission which collection is authorized to the Ministry of Economy and Finance in article 27 of the General Law equals zero comma one percent (0,1%) on the indebted balance of the corresponding operation.

Article 4.- Mechanism of reimbursement to the National Government

The reimbursement to the National Government corresponding to commitments generated from the operations carried out within the scope of the National Indebtedness System shall be made through the creation of a trust.

TITLE III

MAXIMUM AMOUNTS AUTHORIZED FOR AGREEMENTS ON EXTERNAL AND INTERNAL INDEBTEDNESS OPERATIONS

Article 5.- Maximum amounts of agreements

5.1 The National Government is authorized to agree on external indebtedness operations for up to the amount of ONE THOUSAND THREE HUNDRED AND FORTY SIX MILLION THREE HUNDRED AND SEVENTY THOUSAND AND 00/100 UNITED STATES DOLLARS (US$ 1 346 370 000,00) intended for the following:

a) Economic and social sectors, up to US$ 1 246 370 000,00.

b) Support to the balance of payments, up to US$ 100 000 000,00.

5.2 The National Government is authorized to agree on internal indebtedness operations for up to an amount which does not exceed the amount of TWO THOUSAND FIVE HUNDRED AND TEN MILLION TWO HUNDRED AND SEVENTY TWO THOUSAND AND 00/100 NUEVOS SOLES (S/. 2 510 272 000,00), as follows:

a) Sovereign Bonds, up to S/. 1 405 000 000,00.

b) Loans or sureties, up to S/. 200 000 000,00

c) National Defense, up to S/. 730 605 000,00

d) ONP Bonds, up to S/. 174 667 000,00

5.3 The Ministry of Economy and Finance may reallocate the indebtedness amounts contemplated in paragraph b) of section 5.1 and in paragraph a) of section 5.2, without exceeding the total amount of the maximum amount established by this Law for internal and external indebtedness.

TITLE IV

INDEBTEDNESS OF REGIONAL GOVERNMENTS AND LOCAL GOVERNMENTS

Article 6.- Credit rating

The favorable credit rating referred to in article 50 of the General Law is required when the amount of the agreements, individual or accumulated, of the corresponding regional government or local government, with or without collateral by the National Government, during Fiscal Year 2009, exceeds the amount of FIVE MILLION AND 00/100 UNITED STATES DOLLARS (US$ 5 000 000,00) OR ITS EQUIVALENT IN LOCAL CURRENCY.

Article 7.- Use of resources determined in indebtedness operations

7.1 In addition to the provisions of the legislation relating to mining royalties, Camisea Socioeconomic Development Fund (Focam), Regional Compensation Fund (Foncor), mining tax, mining surtax and customs income; and, of final provision thirteen of the Law on Public Sector Budget for Fiscal Year 2009, regional governments and local governments are authorized hereby to use these resources, as applicable, to:

a) Pay the debt service arising from indebtedness operations agreed by such governments, with or without surety by the National Government, or that the latter has agreed and transferred under an Agreement of Transfer of Resources, intended to finance public investment projects;

b) Make a reimbursement to the National Government due to the foreclosure of its collateral granted to support the commitments agreed by regional governments and local governments in private investment and concession promotion processes.

7.2 If the payments referred to in the previous paragraphs are made through a trust, said resources may be used also to finance the administrative expenses arising from the creation of the corresponding trust.

TITLE V

GUARANTEES OF THE NATIONAL GOVERNMENT IN PRIVATE INVESTMENT AND CONCESSION PROMOTION PROCESSES

Article 8.- Maximum amount

The National Government is authorized hereby to grant or contract guarantees to support the obligations arising from private investment and concession promotion processes up to an amount which does not exceed FOUR HUNDRED AND SEVENTY MILLION AND 00/100 UNITED STATES DOLLARS (US$ 470 000 000,00) in accordance with the provisions of section 22.3 of article 22 of Law N° 28563, General Law of the National Indebtedness System.

SUPPLEMENTAL PROVISIONS

FINAL PROVISIONS

ONE.- The indebtedness operations that for each fiscal year Empresa Petróleos del Perú (PETROPERÚ S.A.) may enter into without the guarantee of the National Government shall be subject to the provisions of Title IV of the General Law.

TWO.- The previous record referred to in article 5 of Law N° 28875, Law that creates the National Decentralized System of Non-Reimbursable International Cooperation, in the case of public investment projects, which pre-investment studies are financed with the funds of a Non-Reimbursable International Cooperation, shall be made upon the completion of those studies.

THREE.- The set-off of mutual obligations between the Ministry of Economy and Finance and the Municipality of Lima is established for up to the maximum amount of TWO MILLION TWO HUNDRED THOUSAND AND 00/100 UNITED STATES DOLLARS (US$ 2 200 000,00) representing the tax debt assumed under the section below.

It is provided the assumption by the Ministry of Economy and Finance of the debts maintained by many budget allocations of the Municipality of Lima for the concept of Real Property Tax, Vehicle Tax, Municipal Taxes, Tax on Property Transfer and Tax Fines, as well as of the debts for Property Tax maintained by the Consolidated Fund of Social Security Reserves and the Social Security Standardization Office (ONP). This assumption is subject to the suspending condition that Empresa Municipal de Mercados S.A. (EMMSA) transfers to the Municipality of Lima the debt that it maintains with said Ministry, from honoring the surety of the loan approved by Supreme Decree N° 574-84-EFC, published on February 2, 1985.

Once the suspending condition indicated in the previous paragraph is fulfilled, the Ministry of Economy and Finance will become the joint and several responsible party for said tax debts.

The Ministry of Economy and Finance and the Municipality of Lima will set off, to the extent possible, the debt subject matter of the assumption by said Ministry and the dent transferred by EMMSA, mentioned in the previous paragraphs.

If after making the set off indicated in the previous paragraph, there is a pending balance of the debt of EMMSA with the Ministry of Economy and Finance, this liability will continue being borne by EMMSA, which will directly negotiate with said Ministry the financial conditions until its full payment.

The National Directorate of Public Indebtedness of the Ministry of Economy and Finance is empowered to establish the term and the procedures for the corresponding entities to settle and executive the corresponding settlement agreements with the Municipality of Lima.

FOUR.- The proposal for the Fifteenth Replacement of the resources of the International Development Association (IDA), an entity of the World Bank, through which the Republic of Peru will contribute with the amount of ONE HUNDRED AND TWENTY THOUSAND TWO HUNDRED AND TWENTY-ONE AND 00/100 NUEVOS SOLES (S/. 120 221,00).

FIVE.- The companies that the State guaranteed to enable them to obtain resources from abroad which, due to the non-compliance with those obligations, have become public debt, cannot be bidders, contractors and/or participate in investment promotion actions by the State, until they honor their debt with the State.

SIX.- The programming, management, negotiation, approval and record of non-reimbursable international and national cooperation, of a technical and financial nature, related to indebtedness operations, granted to the entities of the National Government, regional governments and local governments, are carried out by the Ministry of Economy and Finance.

SEVEN.- This Law will enter into force on January 1, 2009.

AMENDING PROVISIONS

ONE.- Article 57 of the General Law is amended as follows:

“Article 57.- Representation before the IBRD, IADB and CAF

57.1 The Ministry of Economy and Finance is the Permanent Governor of the Republic of Peru before the Inter-American Development Bank (IADB) and the International Bank for Reconstruction and Development, as well as the Permanent Director of the Series “A” Shares in the Andean Development Corporation (CAF, for its initials in Spanish); and the Vice Minister of Treasury is the Alternate Governor or Deputy Director, as the case may be, in said multi-lateral entities.

57.2 The Deputy Director that represents the holders of the Public Sector of Peru of Series “B” Shares in the Andean Development Corporation (CAF) is the Vice Minister of Economy.”

TWO.- Chapter VI shall be added to Title VII of the General Law, as follows:

“CHAPTER VI

ATTENTION OF DISASTERS AND EMERGENCY SITUATIONS

Article 59.- Contingent financing and hedging mechanisms in case of natural, technological disasters and financial crisis

59.1 The Ministry of Economy and Finance, through the National Directorate of Public Indebtedness, is authorized to negotiate and enter into contingent financing, such as lines of credit, indebtedness operations, as well as hedging instruments already existing or which the market may develop, intended to obtain resources in the event of a natural and/or technological disaster, to use them in financing the rehabilitation and reconstruction of the infrastructure and public utilities located in the zones that had been affected or devastated by said disasters and immediately meeting the needs of the affected population, as well as to mitigate the risks of emergency situations and economic crisis in the country.

59.2 The contracting of said contingent financing and hedging instruments with multi-lateral credit organizations are exempted from the rules regarding State contracting and procurement. If said contracting is made with other financial entities, they shall be made according to a procedure that will be established by a supreme decree with the approving vote of the Council of Ministers and countersigned by the President of the Council of Ministers and the Minister of Economy and Finance.

59.3 The contracting of the financing operations mentioned in sections 59.1 and 59.2 is not subject to the limits or the procedures of approval for indebtedness operations established by the General Law and the Public Sector Indebtedness Law for each fiscal year.

59.4 The Ministry of Economy and Finance will inform the Congress of the Republic about the hedging operations and instruments mentioned in sections 59.1, 59.2 and 59.3, within forty five (45) business days from the execution of the corresponding contracts.

59.5 The scope of this Chapter does not comprise the taking out of specific policies and insurance against the risk of natural and technological disasters by public entities to insure their real and personal properties.

Article 60.- Approval

Contingent financing and hedging instruments mentioned in article 59 will be approved by a supreme decree with the approving vote of the Council of Ministers and countersigned by the President of the Council of Ministers and the Minister of Economy and Finance.

Article 61.- Payment of service and other expenses

The repayment, interest, commissions and other expenses generated by the entry into of the contingent financing, as well as other costs arising from the contracting of the hedging instruments indicated in article 59 of this legal rule, shall be borne by the Ministry of Economy and Finance, charged against the budget resources allocated to the payment of the public debt service.”

THREE.- Title VIII shall be added to the General Law, as follows:

“TITLE VIII

SHORT-TERM INDEBTEDNESS

Article 62.- Definition

Short-term indebtedness operations are the financing operations subject to reimbursement agreed with the creditor at terms shorter than or equal to one (1) year, which repayment period ends in the fiscal year following the one of their entry into. These operations may be carried out under the modality of loans, issuance of securities and purchase of capital assets in installments. These operations are within the scope of the National Indebtedness System and shall be governed by this Title.

The National Directorate of Public Indebtedness shall issue the necessary rules for the adequate implementation of the provisions of this Title.

Article 63.- Application

Short-term indebtedness operations shall be applied to finance investment projects and to the purchase of capital assets.

Article 64.- Authorization

64.1 Short-term indebtedness operations in the case of the National Government are previously authorized by a ministerial resolution of Economy and Finance.

64.2 In the case of regional governments, local governments and non-financial companies, these operations are authorized by the highest administrative authority of the corresponding entity, under its responsibility.

Article 65.- Registration

The entities shall inform the National Directorate of Public Indebtedness of the Ministry of Economy and Finance about the agreement of short-term indebtedness operations, their disbursement and payment, in the terms and conditions established by said National Directorate.

Article 66.- State-owned financial companies

Short-term indebtedness operations agreed by State-owned financial companies are exempted from the provisions of articles 63, 64 and 65.

FOUR.- Supplemental and transitory provision twelve shall be added to the General Law, as follows:

“TWELVE.- The public entities contemplated in article 2 of this General Law are prohibited from arranging indebtedness operations to finance public investment projects when their purpose is mainly institutional strengthening.”

REPEALING PROVISION

SINGLE ARTICLE.- Urgency Decree N° 018-2008 authorizing the Ministry of Economy and Finance to negotiate and enter into contingent financing and hedging mechanisms for natural and/or technological disasters and emergency situations and national crisis shall be repealed.

Be this communicated to the President of the Republic for its enactment.

In Lima, on the thirtieth day of November, 2008

JAVIER VELÁSQUEZ QUESQUÉN

President of the Congress of the Republic

ÁLVARO GUTIÉRREZ CUEVA

Second Vice President of the Congress of the Republic

TO THE CONSTITUTIONAL PRESIDENT OF THE REPUBLIC

THEREFORE:

Be this published and complied with.

Given in the House of Government, in Lima, on the tenth day of December, 2008

ALAN GARCÍA PÉREZ

Constitutional President of the Republic

YEHUDE SIMON MUNARO

President of the Council of Ministers

EL PERUANO OFFICIAL GAZETTE

EXTRAORDINARY EDITION

Page 393028

Lima, Tuesday, March 24, 2009

APPROVAL OF THE INTERNATIONAL ISSUANCE OF GLOBAL BONDS

AND DEBT MANAGEMENT OPERATION

SUPREME DECREE N° 065-2009-EF

THE PRESIDENT OF THE REPUBLIC

WHEREAS:

According to the authorization contained in Urgency Decrees N° 031-2007 and N° 010-2008, the Public Treasury provided its support to finance in part the debt management operations approved by Supreme Decrees N° 092-2007-EF and its amendment, and N° 216-2007-EF, respectively, for the total amount of US$ 543 506 079,88 (FIVE HUNDRED AND FORTY THREE MILLION FIVE HUNDRED AND SIX THOUSAND SEVENTY NINE AND 88/100 UNITED STATES DOLLARS) which reimbursement is pending;

According to section 20.5 of Article 20 of Law N° 28563, when financial conditions are favorable, the Ministry of Economy and Finance may conduct indebtedness operations for amounts exceeding the maximum amount authorized by the Public Sector Indebtedness Law approved every year, in order to pre-finance the financial requirements of the next fiscal year contemplated in the applicable Multi-Annual Macro Economic Framework;

In addition, section 36.1 of Article 36 of the General Law of the National Indebtedness System, Law N° 28563, as amended, authorizes the Ministry of Economy and Finance, through the National Directorate of Public Indebtedness, to carry out debt management operations intended to reduce refinancing and/or market risks; establishing that such operations are not subject to the limits for indebtedness operations established by the Public Sector Indebtedness Law for each Fiscal Year, and do not have budget implications in the fiscal year when they are agreed;

Section 37.1 of Article 37 and Supplemental and Transitory Provision Eight of Law N° 28563 establish that debt management operations of the National Government are approved under a supreme decree with the approving vote of the Council of Ministers, countersigned by the President of the Council of Ministers and the Minister of Economy and Finance;

In the framework of such authorization, the Republic of Peru has deemed it convenient to carry out a public debt management operation, under the method of repurchase, in whole or in part, of Global Bonds 2014;

The Peruvian Government has deemed it convenient to carry out an international issuance of global bonds, intended for reimbursing the support of the Public Treasury indicated in the first whereas clause above, to pre-finance the financial requirements of the Non-Financial Public Sector for Fiscal Year 2010 if financial conditions are favorable, and to finance the repurchase operation mentioned in the previous whereas clause;

For the implementation of such international issuance and the debt management operation, advisory services by investment banks are required, as well as other services related to operating aspects thereof;

Supreme Decree N° 033-2006-EF, as amended, establishes the procedure for the Contracting of Specialized Financial Advisory Services and others under Law N° 28563, General Law of the National Indebtedness System;

In application of said procedure, the financial advisors and underwriters have been selected, whose contracting is pertinent to approve to carry out said operation;

As regards such external issuance of bonds and debt management operation, the National Directorate of Public Indebtedness and the General Office of Legal Advise of the Ministry of Economy and Finance have stated a favorable opinion;

For such external issuance of bonds the agreement called “Fiscal Agency Agreement”, and its amendments, will be used. Its text was approved through Ministerial Resolutions N° 031-2003-EF/75, N° 658-2003-EF/75 and N° 493-2004-EF/75;

In addition, the Office of the Comptroller General of the Republic has previously informed about said external issuance of bonds and debt management operation, in application of paragraph l) of Article 22 of Law N° 27785, Organic Law of the National System of Control and of the Office of the Comptroller General of the Republic;

According to the provisions of section 17) of Article 118 of the Political Constitution of Peru and of Law N° 28563, General Law of the National Indebtedness System, as amended; and

With the approving vote of the Council of Ministers;

IT IS HEREBY RESOLVED:

Article 1.- Approval of the external issuance of bonds

The external issuance of bonds is approved, in one or more underwriting operations, up to the amount of US$ 2 000 000 000,00 (TWO THOUSAND MILLION AND 00/100 UNITED STATES DOLLARS) that will be used to reimburse to the Public Treasury the support provided under Urgency Decrees N° 031-2007 and N° 010-2008, to pre-finance the financial requirements of the Non-Financial Public Sector for Fiscal Year 2010 up to the amount of US$ 1 000 000 000,00 (ONE THOUSAND MILLION AND 00/100 UNITED STATES DOLLARS) if the conditions of the capital market are favorable, and to finance the public debt management operation approved in the article below.

Article 2.- Approval of the public debt management operation

2.1 The public debt management operation is approved, under the method of repurchase, in whole or in part, of Global Bonds 2014.

2.2 The financing of this debt management operation will be obtained from the issuance of bonds approved in the previous article, considering as an integral part of said repurchase operation the issuance amounts used in the financing thereof.

Article 3.- External issuance of bonds

For the purposes of the external issuance approved in article 1 hereof, the bonds will have the following characteristics:

Issuer	:	Republic of Peru
Financial Advisors	:	JP Morgan Securities Inc., JP and Underwriters Morgan Securities Ltd. and Goldman, Sachs & Co.
Underwriting Amount	:	The amounts will be determined under a Ministerial Resolution of the Sector of Economy and Finance before, during or upon the completion of the mechanism called Bookbuilding.
Currency	:	United States Dollars
Transactions	:	Issuance of one or more global bonds denominated in United States Dollars through the reopening of bonds issued or the issuance of new bonds which terms will be established on a timely basis.
Underwriting	:	Through a mechanism called Bookbuilding in which Peru will establish the yield, coupon, term and price of the new global bond.
Form	:	Global bonds registered with the Securities and Exchange Commission of the United States of America or another securities commission determined.
Term/Maturity	:	It will be established upon the commencement of the Bookbuilding mechanism.
Payment of Coupon	:	Semi-annual, based on 30/360 days or in the periodicity and base established by the market where the underwriting operation is carried out.
Listing	:	Luxembourg Stock Exchange
Negotiability	:	Subject to the restrictions of the jurisdiction where they are traded.
Payment of Principal	:	Upon maturity and/or amortizable.

Applicable Law : Laws of the State of New York of the United States of America.

Article 4.- Contracting of services

4.1 The contracting of JP Morgan Securities Inc., JP Morgan Securities Ltd. And Goldman, Sachs & Co. as financial advisors and underwriters of the issuance and of the debt management operation approved in Article 1 and 2 hereof is hereby approved. They were selected subject to the procedure established in Supreme Decree N° 033-2006-EF, as amended.

4.2 In addition, the contracting of BGL Société Anomyme, as Listing Agent in Luxembourg and the contracting of Georgeson Inc. as Information Agent are approved. They were selected subject to the procedure established in Supreme Decree N° 033-2006-EF, as amended.

Article 5.- Approval of document

The text of the document called “Letter Agreement” which will be signed with Georgeson Inc. to implement the debt management operation approved in Article 2 hereof is hereby approved.

Article 6.- Approval of other documents

The Supplemental Prospectus and the agreements and documents, except for what is described in Article 5 above, arising from the external issuance of bonds and public debt management operation, by virtue of this legal rule, will be approved by a Ministerial Resolution of the Economy and Finance Sector.

Article 7.- Termination of the hedging operation approved by Ministerial Resolution N° 714-2007-EF/75

7.1 The National Directorate of Public Indebtedness of the Ministry of Economy and Finance is authorized to complete the structured risk hedging operation called “Cross Currency Swap Extinguible” approved by Ministerial Resolution N° 714-2007-EF/75, entered into with JP Morgan Chase Bank, N.A., which exchanged flows from the indebtedness operation approved by Supreme Decree N° 055-2004-EF (Global Bond 2014), amended by Supreme Decree N° 135-2004-EF, from Euros at a fixed rate to Nuevos Soles at a fixed rate, up to the amount of repurchase of Global Bond 2014 according to the public debt management operation approved in Article 2 hereof.

7.2 The earnings that may be obtained from the termination of the risk hedging operation provided herein may be applied to the structuring of other hedging operations, which will be for up to the maximum amount of the hedging operation which termination is authorized in the previous section. Said operations will be approved by a Ministerial Resolution of the Economy and Finance Sector.

Article 8.- Amendment of Supreme Decrees N° 092-2007-EF and N° 216-2007-EF

8.1 Article 4 of Supreme Decree N° 092-2008-EF is amended in the section referred to the Financial Advisors and underwriters of Global Bonds, which will be JP Morgan Securities Inc. and Goldman, Sachs and Co.

8.2 Article 3 of Supreme Decree N° 216-2007-EF is amended in the sense that in addition to the internal issuance of sovereign bonds contemplated in said rule, a portion of the resources from the external issuance of bonds approved in Article 1 hereof may be used in the financing of the management operation approved by Supreme Decree N° 216-2007-EF.

Article 9.- Debt service

The service or repayment, interest and other expenses caused by the bonds issued as provided herein shall be borne by the Ministry of Economy and Finance, charged against the budget resources applied to the payment of public debt service.

Article 10.- Execution of documents

The General Director of the National Directorate of Public Indebtedness of the Ministry of Economy and Finance is hereby authorized to execute, on behalf of the Republic of Peru, the agreements and documents relating to the external issuance of bonds and the debt management operation approved in Articles 1 and 2 of this legal provision, as well as to the termination of the hedging operation indicated in Article 7 hereof.

Article 11.- Countersignature

This Supreme Decree shall be countersigned by the President of the Council of Ministers and by the Minister of Economy and Finance.

Given in the House of Government, in Lima, on March 24, 2009

ALAN GARCÍA PÉREZ

Constitutional President of the Republic

YEHUDE SIMON MUNARO

President of the Council of Ministers

LUIS CARRANZA UGARTE

Minister of Economy and Finance

328251-1

EL PERUANO OFFICIAL GAZETTE

Page 398648

Lima, Sunday, March 24, 2009

EXECUTIVE BRANCH

ECONOMY AND FINANCE

ESTABLISHMENT OF PROVISIONS RELATED TO THE

INTERNATIONAL ISSUANCE OF BONDS REFERRED TO IN SUPREME

DECREES N° 092-2007-EF, N° 216-2007-EF AND N° 065-2009-EF

SUPREME DECREE N° 150-2009-EF

THE PRESIDENT OF THE REPUBLIC

WHEREAS:

In the framework of the provisions of Article 36 of Law N° 28563, General Law of the National Indebtedness System and its amendments, Supreme Decree N° 058-2007-EF approved the debt management operation, through the method of prepayment, of a part of the debts with the creditors of the Paris Club, having executed the corresponding Preliminary Instrument on May 23, 2007;

Supreme Decree N° 092-2007-EF, amended by Supreme Decrees N° 098-2007-EF and N° 065-2009-EF, approved the aforementioned Preliminary Instrument, which establishes the terms and conditions of the par prepayment of the amortizations of the commercial debts rescheduled under the Preliminary Instruments of the Paris Club of the years 1993 and 1996, with maturities between August 16, 2007 and December 31, 2015;

In addition, article 2 of Supreme Decree N° 092-2007-EF and its amendments, approved an internal and/or external issuance of bonds, in one or more underwriting operations up to the amount equivalent in local currency or in United States Dollars to US$ 2 584 000 000,00 (TWO THOUSAND FIVE HUNDRED AND EIGHTY FOUR MILLION AND 00/100 UNITED STATES DOLLARS), to finance said prepayment;

Under the Preliminary Instrument executed on May 23, 2007, the Republic of Peru agreed with some creditors of the Paris Club the prepayment of a part of its debts in the amount of US$ 1 792 677 741,47 (ONE THOUSAND SEVEN HUNDRED AND NINETY TWO MILLION SIX HUNDRED AND SEVENTY SEVEN THOUSAND SEVEN HUNDRED AND FORTY ONE AND 47/100 UNITED STATES DOLLARS), which was financed through an internal issuance of bonds for US$ 1 502 684 919,80 (ONE THOUSAND FIVE HUNDRED AND TWO MILLION SIX HUNDRED AND EIGHTY FOUR THOUSAND NINE HUNDRED AND NINETEEN AND 80/100 UNITED STATES DOLLARS) and with a contribution by the Public Treasury of US$ 289 992 821,67 (TWO

HUNDRED EIGHTY NINE MILLION NINE HUNDRED AND NINETY TWO THOUSAND EIGHT HUNDRED AND TWENTY-ONE AND 67/100 UNITED STATES DOLLARS), which was authorized by Urgency Decree N° 031-2007;

Currently, the Republic of Peru is negotiating with the Republic of France and Italy the making of the par prepayment of a part of the pending debts, in the terms and conditions established in the Preliminary Instruments executed on May 23, 2007;

For that purpose, by virtue of the authorization given under Supreme Decree N° 092-2007-EF, the Republic of Peru will make an external issuance of bonds to finance the prepayment mentioned in the previous whereas clause;

In addition to the contribution by the Public Treasury, authorized by Urgency Decree N° 031-2007, Urgency Decree N° 010-2008 authorized another contribution by the Public Treasury to finance the debt management operation approved by Supreme Decree N° 216-2007-EF, amended by Supreme Decree N° 065-2009-EF;

In order to refund to the Public Treasury the financial contributions made by virtue of Urgency Decrees N° 031-2007 and N° 010-2008, Article 1 of Supreme Decree N° 065-2009-EF approved an external issuance of bonds, in one or more underwriting operations, for up to US$ 2 000 000 000,00 (TWO THOUSAND MILLION AND 00/100 UNITED STATES DOLLARS) which is intended for said refund of resources to the Public Treasury, among other purposes;

Supreme Decree N° 033-2006-EF and its amendment establish the procedure for the Contracting of Specialized Financial Advisory Services and others under Law N° 28563, General Law of the National Indebtedness System, and its amendments;

In application of said procedure, the financial advisors required for the implementation of the external issuance of sovereign bonds to finance the prepayment to Italy and France and to refund to the Public Treasury the contributions made have been chosen;

According to the provisions of section 17) of Article 118 of the Political Constitution of Peru and Law N° 28563, General Law of the National Indebtedness System, and its amendments; and

With the approving vote of the Council of Ministers;

IT IS HEREBY RESOLVED:

Article 1.- Contracting of services

It is approved the contracting of UBS Securities LLC and JP Morgan Securities Inc. as financial advisors and underwriters of the external issuance of sovereign bonds to finance the prepayment to Italy and France, to be carried out under the debt management operation approved by Supreme Decree N° 058-2007-EF and the Preliminary Instrument approved by Supreme Decree N° 092-2007-EF and its amendments, as well as to

refund to the Public Treasury, under Supreme Decree N° 065-2009-EF, the contributions made by virtue of Urgency Decrees N° 031-2007 and N° 010-2008. Said advisors have been chosen according to the procedure established in Supreme Decree N° 033-2006-EF and its amendments.

Article 2.- Amendment of Supreme Decree N° 065-2009-EF

Article 3 and section 8.1 of Article 8 of Supreme Decree N° 065-2009-Ef are amended in the section referred to the fact that UBS Securities LLC and JP Morgan Securities Inc. are the financial advisors and underwriters of the sovereign bonds which issuance is mentioned in the preceding article.

Article 3.- Countersignature

This Supreme Decree shall be countersigned by the President of the Council of Ministers and the Minister of Economy and Finance.

Given in the House of Government, in Lima, on July 4, 2009

ALAN GARCÍA PÉREZ

Constitutional President of the Republic

YEHUDE SIMON MUNARO

President of the Council of Ministers

LUIS CARRANZA UGARTE

Minister of Economy and Finance

368578-1

EL PERUANO OFFICIAL GAZETTE

Page 398648

Lima, Sunday, March 24, 2009

EXECUTIVE BRANCH

ECONOMY AND FINANCE

APPROVAL OF THE TEXT OF THE AGREEMENT CALLED “UNDERWRITING AGREEMENT” TO BE ENTERED INTO WITH UBS SECURITIES LLC AND JP MORGAN SECURITIES INC. AS WELL AS OF THE SUPPLEMENTAL PROSPECTUS FOR THE IMPLEMENTATION OF THE EXTERNAL ISSUANCE OF BONDS

MINISTERIAL RESOLUTION N° 310-2009-EF/75

Lima, July 3, 2009

WHEREAS:

Under the Preliminary Instrument executed on May 23, 2007 by the Peruvian State with the creditor countries of the Paris Club, approved by Supreme Decree N° 092-2007-EF and its amendments, the Republic of Peru shall make the par prepayment of a part of the pending debts with Italy and France, in the terms and conditions established in said Preliminary Instrument;

According to the provisions of Article 2 of said Supreme Decree and its amendments, the Republic of Peru shall make an external issuance of bonds intended to finance those prepayments, among other purposes;

Article 7 of Supreme Decree N° 092-2007-EF and its amendments establish that the Supplemental Prospectus, the agreements and documents arising from the public debt management operation referred to in said rule, shall be approved by a Ministerial Resolution of the Economy and Finance Sector;

In addition, Article 1 of Supreme Decree N° 065-2009-EF approved an external issuance of bonds for up to US$ 2 000 000 000,00 (TWO THOUSAND MILLION AND 00/100 UNITED STATES DOLLARS) intended to refund to the Public Treasury the contributions made under Urgency Decrees N° 031-2007 and N° 010-2008, among other purposes;

Article 6 of Supreme Decree N° 065-2009-EF established that the Supplemental Prospectus, the agreements and the documents arising from the aforementioned external issuance of bonds, among others, shall be approved by a Ministerial Resolution of the Economy and Finance Sector;

According to Supreme Decree N° 150-2009-EF, UBS Securities LLC and JP Morgan Securities Inc. are the Financial Advisors and Underwriters of the external issuance of bonds intended to finance the prepayments to Italy and France, as well as the refund of the aforementioned contributions by the Public Treasury;

In that sense, for the implementation of the external issuance of bonds indicated in the preceding whereas clauses, the approval of the text of the agreement called “Underwriting Agreement” to be entered into with UBS Securities LLC and JP Morgan Securities Inc., as well as of the Supplemental Prospectus, is required;

As provided in Supreme Decree N° 092-2007-EF and its amendments, and Supreme Decree N° 065-2009-EF;

IT IS HEREBY RESOLVED:

Single Article.- To approve the text of the agreement called “Underwriting Agreement” to be entered into with UBS Securities LLC and JP Morgan Inc., as well as the text of the Supplemental Prospectus, for the implementation of the external issuance of bonds indicated in the whereas clauses of this legal rule.

Be it recorded, communicated and published.

LUIS CARRANZA UGARTE

Minister of Economy and Finance

368578-2

EX-99.(F)(2)

Exhibit F.2

The Republic of Peru Ministerio de Economía y Finanzas del Perú Jr. Junín No. 319 Lima, Peru	Allen & Overy LLP 1221 Avenue of the Americas New York NY 10020 USA Tel +1 212 610 6300 Fax +1 212 610 6399 Direct line +1 212 610 6320
Our ref 79194-00008 NY:8903687.1
September 16, 2009

Ladies and Gentlemen:

We have acted as special United States counsel to the Republic of Peru (Peru) in connection with the offering by Peru of its US$1,000,000,000 7.35% U.S. Dollar-Denominated Global Notes due 2025 (the Bonds) pursuant to a registration statement (No. 333-156085) (the Registration Statement), as filed with the U.S. Securities and Exchange Commission (the Commission) under Schedule B of the Securities Act of 1933, as amended (the Securities Act), the prospectus, dated March 25, 2009 (the Prospectus), filed with the Commission as part of the Registration Statement and the prospectus supplement, dated July 6, 2009 (the Prospectus Supplement), as filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act. The Bonds are being issued in accordance with the provisions of the fiscal agency agreement, dated as of February 6, 2003, between Peru and JPMorgan Chase Bank, National Association (now The Bank of New York Mellon), as fiscal agent, principal paying agent, registrar and transfer agent (the Fiscal Agent), as amended by Amendment No. 1 to the fiscal agency agreement, dated November 21, 2003, and Amendment No. 2 to the fiscal agency agreement, dated October 14, 2004 (the fiscal agency agreement, together with Amendment No. 1 and Amendment No. 2, the Fiscal Agency Agreement).

A. DOCUMENTS

In rendering the opinion expressed below, we have examined the following documents: (i) the Registration Statement, including the Prospectus forming a part thereof, (ii) the Prospectus Supplement, (iii) the Fiscal Agency Agreement, incorporated by reference as an exhibit to the Registration Statement, (iv) the Bonds as executed by Peru, (v) an executed copy of the underwriting agreement dated as of July 6, 2009, between Peru and J.P. Morgan Securities Inc. and UBS Securities LLC (the Underwriting Agreement) and (vi) the certificate of authorization issued by a duly authorized official of Peru pursuant to Section 9(h) of the Underwriting Agreement, dated July 9, 2009.

The agreements, instruments and other documents referred to in the above paragraph are herein referred to as the Relevant Documents.

Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is regulated by the Solicitors Regulation Authority of England and Wales. Allen & Overy LLP is a multi-jurisdictional law firm with lawyers admitted to practice in a variety of jurisdictions. A list of the members of Allen & Overy LLP and their professional qualifications is open to inspection at its registered office, One Bishops Square, London, E1 6AD and at the above address. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications.

Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Bucharest (associated office), Budapest, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Tokyo and Warsaw.

For purposes of this opinion letter, we have reviewed originals or copies certified or otherwise identified to our satisfaction of such records of Peru and such other instruments and other certificates of public officials, officers and representatives of Peru and such other persons as we have deemed appropriate for the purposes of this opinion. As to certain matters of fact material to the opinion expressed herein, we have relied on the representations and statements of fact made in the Relevant Documents and in certificates of public officials of Peru. We have not independently established the facts so relied on.

B. ASSUMPTIONS

In giving this opinion, we have made the following assumptions, which we have not independently verified or established and on which we express no opinion:

1. We have assumed the legal capacity of all signatories, the genuineness of all signatures, the conformity to original documents and the completeness of all documents submitted to us as copies or received by us by facsimile or other electronic transmission, and the authenticity and completeness of the originals of such documents and of all documents submitted to us as originals.

2. We have assumed the certificates and other instruments to which we have referred above were, when made, and remain, accurate and there have been no variations to any such certificates or instruments.

3. We have assumed that no law other than the Applicable Laws (as defined below) would affect any of the conclusions stated in this opinion.

4. We have assumed (a) that each party to the Fiscal Agency Agreement and the Bonds is duly organized and validly existing, has the power and authority to execute, deliver and perform the Fiscal Agency Agreement and the Bonds and has taken all action necessary to authorize the execution, delivery and performance of the Fiscal Agency Agreement and the Bonds, (b) that each of the parties has duly executed and delivered the Fiscal Agency Agreement and the Bonds, (c) that, except to the extent we have expressly opined thereon below, the Fiscal Agency Agreement and the Bonds constitute the valid and binding obligations of the parties to them, enforceable against those parties in accordance with their respective terms and (d) that all authorizations, approvals and consents of, and all filings and registrations with, governmental and regulatory authorities and agencies required for the execution, delivery and performance of the Fiscal Agency Agreement and the Bonds have been obtained or made. We have assumed that Peru is not party to any agreement, or subject to any writ or order, that might affect our opinion set out below.

C. LIMITATIONS

Our opinion expressed below is subject to the following limitations:

1. We are members of the bar of the State of New York and we have not investigated and do not express any opinion as to any laws other than the Applicable Laws. As used in this opinion, the term Applicable Laws refers to the laws of the State of New York and to the federal laws of the United States of America, in each case in effect on the date of this opinion letter, and to the extent they are normally applicable in relation to transactions of the type provided for in the Relevant Documents, and excluding any law, rule or regulation relating to the securities or “blue sky” laws of any State of the United States, including the State of New York. In particular, in this opinion letter we do not purport to pass on any matters governed by the laws of Peru.

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2. Our opinion does not address (i) the effect on our opinion of laws not addressed by our opinion or (ii) the performance or enforcement of any provision of the Relevant Documents in any jurisdiction other than the State of New York.

D. OPINION

It is our opinion that, assuming the Bonds have been duly authenticated by the Fiscal Agent in accordance with the terms of the Fiscal Agency Agreement and duly delivered to and paid for by the purchasers thereof, the Bonds constitute valid and binding obligations of Peru, enforceable against Peru in accordance with their terms.

E. QUALIFICATIONS

The foregoing opinion is subject to the following comments and qualifications:

1. Our opinion set out above is subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, preference, equitable subordination, moratorium and other similar laws affecting the rights and remedies of creditors generally and to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights. Our opinion is also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law, including as may affect the enforceability of obligations of sovereigns. We give no opinion as to the availability of equitable remedies.

2. The enforceability of provisions in the Fiscal Agency Agreement and the Bonds to the effect that terms may not be waived or modified except in writing may be limited under certain circumstances.

3. The selection of New York law as the governing law of the Fiscal Agency Agreement and the Bonds is expressly permitted by New York General Obligations Law section 5-1401, but the enforceability of this selection may be subject to limitations under the Constitution of the United States of America.

4. We express no opinion as to the effect of the laws of any jurisdiction in which any of the parties to the Fiscal Agency Agreement and the Bonds are located (other than the State of New York, as the case may be) that limit the interest, fees or other charges such party may impose.

5. We note that any waiver of immunity on the grounds of sovereignty is subject to the limitations imposed by the United States Foreign Sovereign Immunities Act of 1976, as amended.

6. We express no opinion as to any provisions in the Bonds or the Fiscal Agency Agreement that relate to the subject matter jurisdiction of the federal courts located in the state of New York to adjudicate any controversy related to or arising under the Fiscal Agency Agreement or the Bonds. Furthermore, despite any waivers contained in the Fiscal Agency Agreement and the Bonds, a court of the State of New York or a U.S. federal court has the power to transfer or dismiss an action on the grounds that the court is an inconvenient forum for that action.

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7. We note that effective enforcement of a foreign currency claim in the courts of the State of New York or the U.S. federal courts sitting in the State of New York may be limited by requirements that the claim (or a foreign currency judgment in respect of the claim), or a claim with respect to any guarantee of the claim, be converted into U.S. dollars at the rate of exchange prevailing on the date of the judgment or decree by the New York court or U.S. federal court.

8. We express no opinion as to the enforceability of: (i) any indemnification or contribution provision in the Fiscal Agency Agreement or the Bonds that is contrary to public policy; (ii) any waiver of any applicable defenses, rights of set-off or counterclaims that are not capable of waiver; or (iii) any provision relating to the severability of provisions in the Fiscal Agency Agreement or Bonds.

We hereby consent to the filing of this opinion as an exhibit to Post-Effective Amendment No. 2 to the Registration Statement of Peru and to the references to us under the heading “Validity of the Bonds” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under the Securities Act or under the rules and regulations of the Commission.

Very truly yours,

/S/ ALLEN & OVERY LLP

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