MINUTES OF MEETINGS

From 18 January to 21 January 2011, representatives from China Development Bank Corporation
("CDB") and the Ministry of Finance of the Republic of Ecuador ("MFE") met to discuss the
proposed US$2,000,000,000 loan from CDB to the MFE (the "Loan") to be supported by the sale
of oil by Empresa Publica De Hidrocarburos Del Ecuador EP Petroecuador ("PetroEcuador") to
PetroChina International Company Limited ("PetroChina Intl.") (the "Oil Transaction", the Loan
and Oil Transaction together being the "Phase II Transaction").

1. Background

On 31 August 2010, CDB and MFE entered into a loan agreement for a US$1,000,000,000
loan that was supported by the sale of 36,000 barrels of crude oil per day and 400,000
barrels of fuel oil per month by PetroEcuador to PetroChina Intl. (the "Phase I
Transaction").

2. Goals and objectives

The objective of the Phase II Transaction is Government Cooperation, Market Operation,

Financing Promotion, Mutual Benefit and Win-Win Situation between the Chinese and
Ecuador parties. Conditional upon approval by the governments of China and Ecuador,
both parties will cooperate on the basis of the market operation, and promote the
development and cooperation of projects in the infrastructure, mining, telecommunications,
transportation, housing, social development and energy sectors through such financing.
The cooperation shall explore fully the advantages to both parties, in which CDB will
provide funds to support the economic and social development of Ecuador by way of credit
according to market terms and conditions, while PetroEcuador will supply oil by reference
to the market price to PetroChina Intl., a Chinese oil corporation selected by CDB for the
purposes of the Phase II Transaction.

3. The Borrower

The MFE for and on behalf of the Republic of Ecuador will be the borrower (the
"Borrower") in respect of the Phase II Transaction and will be responsible for the
borrowing and the repaying of the loan. The Phase II Transaction shall be approved by the
government of Ecuador and shall comply with all relevant laws and regulations of both
countries.

4. The structure of the Phase II Transaction

The parties agree that the structure and documentation of the transaction should make
reference to the structure and documentation adopted for the Phase I Transaction (subject
to amendments to the structure and documentation to take into account the terms of the
Phase II Transaction). The structure diagram is attached as Appendix I to these minutes.

5. The amount, term and interest rate applicable to the Loan

Following disbursement of Tranche B of the Phase I Transaction within its availability

period, CDB will extend a loan of not more than US$2,000,000,000, which will be
disbursed to the Borrower as follows and according to the disbursements timetable agreed
by CDB and the Borrower:

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 (i) a US$1,400,000,000 loan ("Tranche A"), which will be freely available to the
MFE, with the understanding that: (a) MFE will inform CDB about the application
of the funds; and (b) that the funds will not be used for purposes expressly
prohibited by CDB in the USD Loan Agreement referred to in section 11.1 below
(for instance, projects outside of Ecuador, purchase of nuclear materials, military
equipment or weapons).

The term of Tranche A will be 8 years from the date of signing of the USD Loan
Agreement.

CDB requested an all in cost for the USD Tranche of 7.8% per annum. Meanwhile,
the MFE requested an all-in-cost for the USD Tranche of 6.8% per annum.

(ii) an RMB 4,000,000,000 loan (equivalent to US$600,000,000) ("Tranche B"), which

will be utilized for the financing of investment projects to be located in Ecuador,
selected from the SENPLADES priority list, in the infrastructure, energy and other
agreed sectors and in which Chinese controlled companies approved by CDB are
involved (once they have completed the Borrowers government procurement
processes).

The term of the RMB Tranche will be 8 years from the date of signing of the RMB
Loan Agreement and have an all-in-cost of 6.55% per annum

6. Use of proceeds and project management

6.1 CDB will support the economic development of Ecuador by way of credit which will
materially support agreed projects or investment programs in the energy, infrastructure and
other sectors, including, but not limited to, projects that may have repayment capacity.

6.2 The joint office established in respect of the Phase I Transaction will monitor those projects
financed from Tranche A and Tranche B. The decision for the selection of projects to be
financed from Tranche B will be made by the Borrower from the SENPLADES priority list,
upon consultation and agreement with CDB. The operations and the management of the
joint office shall be discussed further between CDB and the Borrower.

7. Loan repayment sources and methods of repayment

7.1 The Borrower will be responsible for making payment of all amounts owing in respect of
the Loan when due from the funds of the Republic of Ecuador.

7.2 In each interest period the Borrower will pay the principal and interest due for that interest
period under the USD Loan Agreement and RMB Loan Agreement (each such payment
being a "Repayment Instalment") to the Borrower's account with CDB 10 days before the
relevant repayment date. Amounts in such account shall accrue interest at a rate to be
agreed taking into market conditions until the relevant repayment date. Interest periods for
Tranche A and Tranche B shall be aligned.

7.3 PetroEcuador accepts that under the Oil Transaction it will supply to PetroChina Intl.
72,000 barrels of crude oil and/or fuel oil per day (at PetroChina Intl.'s option on terms to
be agreed with PetroEcuador) until all amounts due under the Loan are paid (i.e. no less

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 than 8 years) and that the Oil Transaction will be entered into in connection with the Loan.
PetroEcuador acknowledges that the supply of oil under the Oil Transaction is independent
of any other supply arrangements between PetroEcuador and PetroChina Intl. The parties
agree that the proceeds standing to the credit of the Proceeds Account shall be subject to
CDB's rights of set-off by operation of Chinese law and CDB shall be permitted to effect
such set-off. For the avoidance of doubt, such agreement shall not be reflected in the Loan
Agreements. The Borrower shall be ultimately responsible to repay any outstanding
amount of the Loan, including any remaining balance payable after a set-off of the balance
of the Proceeds Account by operation of Chinese law. PetroEcuador may suspend its
supply of oil under the Oil Contract if CDB fails to comply with any of its material
obligations under the Loan Agreement in accordance with its term or fails to repatriate
excess funds in the Proceeds Account to Ecuador in accordance with the terms of the
Account Management Agreement.

7.4 The parties agree that if the amount standing to the credit of the Proceeds Account at the
beginning of an interest period on the first day of that interest period is less than 130% of
the Repayment Instalments for that interest period, PetroEcuador would have the option to
increase the volume of oil supplied so that additional funds are paid into the Proceeds
Account so that by no later than 30 days after the first day of that interest period the
amount in the Proceeds Account is no less than 130% of the relevant Repayment
Instalments.

7.5 The principal and interest of Tranche A shall be paid quarterly. The principal of Tranche A
shall be repaid equally in 24 quarters after the first 8 quarters.

7.6 The principal and interest of Tranche B shall be paid quarterly. The principal of Tranche B
shall be repaid equally in 20 quarters after the first 12 quarters.

7.7 The Borrower will be required to prepay the Loan if PetroEcuador fails to comply with its
material obligations under (i) the Oil Contract; and/or (ii) the Account Management
Agreement, each in accordance with their terms.

8. Account structure

8.1 PetroEcuador for and on behalf of the Republic of Ecuador will open an interest bearing
account with CDB in China (the "Proceeds Account"). The Proceeds Account will be an
"investment account" for the purposes of Ecuador law, which means that the money in the
Proceeds Account will accrue interest at a rate to be agreed taking into account market
conditions and will be used to receive payments for oil from PetroChina Intl. under the Oil
Contract (as defined and described in section 11.1 below).

8.2 For each interest period of the Loan, PetroEcuador will be required to maintain a minimum
balance in the Proceeds Account of an amount that is no less than the equivalent of 130%
of the principal and interest due to be paid in that interest period by the Borrower under the
Loan as follows:

(i) for the first 2 years of the Loan, US$50,000,000;

(ii) for the 3rd year of the Loan, US$130,000,000; and

(iii) for the 4th to 8th years of the Loan (inclusive), US$170,000,000,

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 PetroEcuador may withdraw amounts above these minimum balances for repatriation to
Ecuador.

9. Drawdown

After satisfying all the conditions precedents set by CDB, the Borrower can drawdown the
funds during the availability periods for each of Tranche A and Tranche B agreed by both
parties and apply such funds for the purposes agreed.

10. Oil Contract

11.1 PetroEcuador and PetroChina Intl. will enter into an oil contract for PetroEcuador to supply
to PetroChina Intl. 72,000 barrels of crude and/or fuel oil per day (at PetroChina Intl.'s
option on terms to be agreed with PetroEcuador).

10.2 PetroEcuador will supply oil under the Oil Contract until all amounts under the Loan have
been paid.

10.3 [The crude oil supplied under the Oil Contract will be Napo and/or Oriente crude oil (at the
PetroChina Intl.'s option on terms to be agreed with PetroEcuador).

10.4 FOB PRICE:

The FOB price for Napo and Oriente crude oil shall be determined according to the
following pricing formula:
IP = WTI - Differential + Premium
Where:
IP = Invoicing Price
WTI = NYMEX WTI (First Line Settlement)

Differential for Napo crude oil and\or Oriente crude oil shall respectively be the arithmetic
average of all effective quotations for Napo crude oil and Oriente crude oil published by
Argus in the month M-1 ( M is the lifting month);

Premium for Napo crude oil and Oriente crude oil shall be discussed and agreed by
PetroEcuador and PetroChina Intl. prior to the execution of the Transaction documents.

Pricing for WTI:

i) In order to determine average WTI price, nine (9) days of first line settlements shall be
the four (4) first line settlements immediately prior to the date of the Bill of Lading,
one corresponding to the date of the Bill of Lading and four (4) subsequent first line
settlements.

ii) Should the date of the Bill of Lading fall on a Saturday, Sunday or a holiday on which
settlements are not published, nine (9) days of first line settlements shall be the five (5)
first line settlements immediately prior to the Bill of Lading and the four (4)
subsequent first line settlements.

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10.5 With the express understanding between PetroEcuador and PetroChina Intl. that crude oil
supply is the priority, the pricing for the fuel oil to be supplied shall be discussed and
agreed by PetroEcuador and PetroChina Intl. prior to the execution of the Transaction
documents. If PetroEcuador and PetroChina Intl. fail to agree the pricing for fuel oil by
this time they will enter into discussions in good faith to extend the time for agreement on
such price to ensure that the Oil Contract is for both crude oil and fuel oil.]

[Note: to be confirmed by PetroChina Intl. and PetroEcuador]

11. Agreements to be executed

11.1 The parties agreed that the following documents would be required for the Phase II
Transaction, which shall be in substantially the same form as the equivalent documents
agreed in respect of the Phase I Transaction:

(i) Four Party Framework Instrument

Parties: the Borrower, CDB, PetroEcuador and PetroChina Intl.

Contents of the document will include:

- will be in the form of a legally binding instrument;

- will set out the structure of the Transaction; and

- will reference the key terms of each of the USD Loan Agreement, RMB
Loan Agreement and Oil Contract

Governing law: English law

Dispute resolution: LCIA arbitration in London under London Court of

International Arbitration rules

(ii) USD Loan Agreement (sets out the terms of Tranche A)

Parties: CDB and the Borrower

Contents of the document will include:

- will set out the procedure for disbursement of the Loan, including all
conditions precedent required by CDB in respect of Tranche A;

- will contain the financial terms of the Loan;

- will set out the representations, warranties, undertakings and events of

default in respect of the Loan;

- will contain a provision making it a prepayment event if PetroEcuador

fails to comply with its material obligations under the Oil Contract and/or
the Account Management Agreement, each in accordance with their terms;

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 - standard provisions for loans of this nature including, but not limited to,
tax, default interest and set-off; and

- shall include a Payment Procedure Mechanism to be signed by CDB and

the Borrower and acknowledged by PetroEcuador.

Governing law: English law

Dispute resolution: LCIA arbitration in London under London Court of

International Arbitration rules

(iii) RMB Loan Agreement (sets out the terms of Tranche B)

Parties: CDB and the Borrower

Contents of the document will include:

- will set out the procedure for disbursement of the RMB Loan, including all
conditions precedent required by CDB in respect of Tranche B;

- will contain the financial terms of the Loan;

- unless stated in these minutes will otherwise be in substantially the same

form as the US$ Loan Agreement

- shall include a Payment Procedure Mechanism to be signed by CDB and

the Borrower and acknowledged by PetroEcuador.

Governing law: Chinese law

Dispute resolution: arbitration in Beijing under CIETAC rules

(iv) Oil Contract

Parties: PetroChina Intl. and PetroEcuador

Contents of the document will include:

- sets out the terms and conditions on which PetroEcuador will supply and
PetroChina Intl. will purchase 72,000 barrels of crude oil and/or fuel oil
per day (at PetroChina Intl.'s option on terms to be agreed with
PetroEcuador) for the term of the contract;

- to contain a term requiring PetroChina Intl. to pay all amounts due under
the Oil Contract to the Proceeds Account;

- will contain a term enabling PetroEcuador to suspend its supply of oil

under the Oil Contract if CDB fails to comply with its material obligations
under the Loan Agreement in accordance with their terms and/or fails to

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 repatriate excess funds in the Proceeds Account to Ecuador pursuant to the
Account Management Agreement.

Governing law: []

Dispute resolution: []

(v) Account Management Agreement

Parties: CDB and PetroEcuador

Contents of the document will include:

- provisions on the operation and management of the Proceeds Account;

- provisions on withdrawals, interest on credit balances and

acknowledgement of rights of set-off under Chinese law;

- clauses on the minimum balance to be maintained in the Proceeds

Account; and

- deposits will accrue interest at a rate to be agreed taking into account

market conditions.

Governing law: Chinese law

Dispute resolution: arbitration in Beijing under CIETAC rules

11.2 The Borrower and PetroEcuador will be required to waive certain of their rights under each
document to which each is a party to the fullest extent permitted by Ecuador law.

12. Miscellaneous

12.1 The MFE shall be responsible for the correctness of all the information provided to CDB in
respect of the Ecuador parties.

12.2 Each party agrees to that they will not, unless required by law or compelled by a competent
authority, disclose to any third party and will keep confidential the contents of these
minutes, their negotiations and all other information in respect of the Phase II Transaction.

12.3 To further strengthen the cooperation between China and Ecuador, both parties will
continue to negotiate possibilities for cooperation in the sectors of energy and infrastructure
and CDB will aim to provide further financing to support Chinese enterprises to participate
in the projects of energy and infrastructure sectors in Ecuador.

12.4 The parties agree that they will use their best efforts to increase bilateral oil co-operation
between our nations such as the exploration and development of oil fields, oil supply and
refinery throughput, in each case above their current levels in a mutually beneficial way.
MFE and CDB shall support in principle the cooperation in the development of oil fields
and in oil field services between PetroEcuador and PetroChina Intl.'s upstream affiliates.

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12.5 The parties agree that issues not addressed in these minutes shall be discussed and agreed
in final documentation for the Phase II Transaction (which, for the avoidance of doubt,
shall follow the form of documentation used for the Phase I Transaction (subject to
amendments to take into account the structure and terms of the Phase II Transaction).

13. Legal effect

Other than paragraph 12.2, the parties agree that these minutes do not have any legal effect
and the agreements recorded herein are subject to due diligence and (to the extent required)
internal approvals and governmental approvals of each party.

These minutes are signed in the English language on 21 January 2011, at Beijing, The People's
Republic of China.

SIGNED BY

The Ministry of Finance of the Republic of Ecuador

Signed by:

Mr William Vasconez Rubio

General Legal Co-ordinator of the Ministry of Finance

China Development Bank Corporation

Signed by:

[]

Empresa Publica De Hidrocarburos Del Ecuador EP Petroecuador

Signed by:

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[]

PetroChina International Company Limited

Signed by:

[]