---

|SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|---------------------------------------------------------
|                                                         

| | REGISTRATION STATEMENT
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934OR                                     | 
| | ------------------------------------------------------------------------------------------------------------------------------------ | 
| | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2002OR  | 
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from_____ to _____ | 

Commission file number: 1-14014

|CREDICORP LTD.                                        
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)

|BERMUDA                                        
|-----------------------------------------------
|(Jurisdiction of incorporation or organization)

---

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|Title of each class              | Name of each exchange on which registered
|-------------------------------- | -----------------------------------------
|Common Shares, with no par value | The New York Stock Exchange              

|Securities registered or to be registered pursuant to Section 12(g) of the Act:                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|None                                                                                                                                                            
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:                                                                      
|None                                                                                                                                                            
|Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
|                                                                                                                                                                
|Common
Shares, par value $5.00 per share...................................................................94,382,317                                           

|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Yes         
         No                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                       
|Indicate by check mark which financial
statement item the registrant has elected to follow:                                                                                                                                                                                                                                                            
|Item 17  
         Item 18                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                       

---



TABLE OF CONTENTS

|PRESENTATION OF FINANCIAL INFORMATION                           | 2
|--------------------------------------------------------------- | -
|CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS | 3

PART I

|ITEM 1.   | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        | 4  
|--------- | ---------------------------------------------------------------------------- | ---
|ITEM 2.   | OFFER STATISTICS AND TIMETABLE                                               | 4  
|ITEM 3.   | KEY INFORMATION                                                              | 4  
|ITEM 4.   | INFORMATION ON THE COMPANY                                                   | 12 
|ITEM 5.   | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 80 
|ITEM 6.   | DIRECTORS, SENIOR MANAGERS AND EMPLOYEES                                     | 95 
|ITEM 7.   | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            | 100
|ITEM 8.   | FINANCIAL INFORMATION                                                        | 103
|ITEM 9.   | THE OFFER AND LISTING                                                        | 105
|ITEM 10.  | ADDITIONAL INFORMATION                                                       | 110
|ITEM 11.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 114
|ITEM 12.  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 120
|ITEM 13.  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 121
|ITEM 14.  | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 121
|ITEM 15.  | CONTROLS AND PROCEDURES                                                      | 121
|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT                                             | 121
|ITEM 16B. | CODE OF ETHICS                                                               | 121
|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                       | 121
|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                   | 122
|ITEM 17.  | FINANCIAL STATEMENTS                                                         | 123
|ITEM 18.  | FINANCIAL STATEMENTS                                                         | 123
|ITEM 19.  | EXHIBITS                                                                     | 124

|SIGNATURES                                                                   | 125
|---------------------------------------------------------------------------- | ---
|CERTIFICATIONS PURSUANT TO SECTION 302 OF THE U S SARBANES-OXLEY ACT OF 2002 | 126
|CREDICORP CONSOLIDATED FINANCIAL STATEMENTS                                  | 128



PRESENTATION OF FINANCIAL INFORMATION

Unless  otherwise  specified or the context  otherwise  requires,
 references in this Form 20-F (the Annual  Report) to $,US$,  Dollars  and U.S.
 Dollars are to United  States  dollars and  references  to S/.,  Nuevo Sol or Nuevos
 Soles are to Peruvian Nuevos Soles.  Each Nuevo Sol is divided into 100 céntimos
(cents).

Credicorp Ltd., a Bermuda limited  liability  company (together with
its consolidated  subsidiaries,  Credicorp),  maintains its financial  books and
records in U.S.  Dollars and presents its financial  statements in accordance  with
 International  Accounting Standards  (IAS).  IAS vary in certain  significant
 respects from United States  generally  accepted  accounting  principles  (U.S. GAAP).
 For a discussion of  significant  differences  between IAS and U.S.  GAAP,  together
with a  reconciliation  of net income and shareholders  equity to U.S. GAAP for
Credicorp,  see Note 22 to  Credicorps  consolidated  financial  statements for the
years ended December 31, 2000, 2001 and 2002 (the Credicorp Consolidated Financial
Statements) included elsewhere herein.

Credicorp  operates  primarily  through  its four  principal
 subsidiaries,  Banco de  Crédito  del  Perú  (together  with its consolidated
 subsidiaries,  BCP),  Atlantic Security Holding Corporation (together with its
consolidated  subsidiaries,  ASHC), El Pacífico-Peruano  Suiza Compañía de Seguros y
Reaseguros  (together with its consolidated  subsidiaries,  PPS), and Banco Tequendama.
BCPs  activities  include  commercial  banking,  investment  banking  activities,  and
 retail  banking.  As of and for the year ended December 31, 2002,  BCP accounted for
86.6% of Credicorps  total  revenues,  82.7% of total assets,  141.2% of net income and
62.8% of shareholders  equity.  Unless  otherwise  specified,  the individual  financial
 information for BCP, ASHC and PPS included herein has been  derived  from the audited
 consolidated  financial  statements  of each such entity.  See Item 3. Key  Information(A)
 Selected Financial Data and Item 4.  Information on the Company (A) History and
Development of the Company.

In addition to the Nuevo Sol amounts  translated  into U.S.  Dollars
for the purpose of preparing the  Credicorp  Consolidated Financial  Statements  (see
 Note 3 to the  Credicorp  Consolidated  Financial  Statements  and Item 3. Key
 Information(A)  Selected Financial  Data),  this Annual Report contains  certain Nuevo
Sol amounts  translated into U.S.  Dollars at specified rates solely for the convenience
of the reader.  None of these translations  should be construed as representations  that
the Nuevo Sol amounts actually represent such equivalent  U.S. Dollar amounts or could be
converted into U.S.  Dollars at the rate indicated as of the dates mentioned herein  or
at all.  Unless  otherwise  indicated  (see  Note 3 to the  Credicorp  Consolidated
 Financial  Statements  and Item 3. Key Information(A)  Selected  Financial  Data),
 such U.S.  Dollar amounts have been  translated from Nuevos Soles at an exchange rate of
S/.3.514 = US$1.00,  the December 31, 2002 exchange rate set by the Peruvian
 Superintendencia de Banca y Seguros (the  Superintendency of Banks and Insurance,  or SBS).
 The average of the bid and offered free market  exchange  rates  published by SBS for
June 9, 2003 was S/.3.483 per US$1.00.  The  translation  of amounts  expressed in
nominal or constant  Nuevos Soles with  purchasing  power as of a specified  date by the
then  prevailing  exchange  rate may result in  presentation  of U.S.  Dollar  amounts
that differ from the U.S. Dollar  amounts that would have been  obtained by  translating
 nominal or constant  Nuevos Soles with  purchasing  power as of another specified date
by the  prevailing  exchange rate on that specified  date.  The  translation  procedure
may also differ from the amounts included in the Credicorp Consolidated  Financial
Statements (see Note 2(b) to the Credicorp  Consolidated  Financial Statements).  See Item
3. Key Information(A)  Selected Financial  DataExchange Rates for information
 regarding the average rates of exchange between the Nuevo Sol (or  predecessor
 currencies)  and the U.S.  Dollar for the periods  specified  therein.  The Federal
Reserve Bank of New York does not publish a noon buying rate for Nuevos Soles.

CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

Certain of the  statements  contained in this Annual Report that are
not  historical  facts,  including,  without  limitation, certain  statements  made in
the sections  hereof entitled Item 3. Key  Information,  Item 4.  Information on the
Company, Item 5. Operating  and  Financial  Review and  Prospects  and Item 11.
 Quantitative  and  Qualitative  Disclosures  about  Market  Risk are forward-looking
 statements  within  the  meaning  of  Section 27A  of the  U.S.  Securities  Act of 1933
and  Section  21E of the U.S. Securities  Exchange Act of 1934 (the Exchange Act).
 These  forward-looking  statements are based on managements  current views and
assumptions  and involve known and unknown risks and  uncertainties  that could cause
actual  results,  performance or events to differ materially  from those  expressed or
implied in such  statements.  Actual  results,  performance or events may differ
 materially  from those in such statements due to, without limitation:

| | general economic conditions, including in particular economic conditions in Perú;     
|- | --------------------------------------------------------------------------------------
| 
| | performance of financial markets, including emerging markets;                         
| 
| | the frequency and severity of insured loss events;                                    
| 
| | interest rate levels;                                                                 
| 
| | currency exchange rates, including the Nuevo Sol/U.S. Dollar exchange rate;           
| 
| | increasing levels of competition in Perú and other emerging markets;                  
| 
| | changes in laws and regulations;                                                      
| 
| | changes in the policies of central banks and/or foreign governments; and              
| 
| | general competitive factors, in each case on a global, regional and/or national basis.

See Item 3. Key Information(D) Risk Factors, and Item 5.
Operating and Financial Review and Prospects.

Credicorp  is  not  under  any  obligation  to,  and  expressly
 disclaims  any  such  obligation  to,  update  or  alter  its forward-looking
statements, whether as a result of new information, future events, or otherwise.

PART I

ITEM 1.       IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.       OFFER STATISTICS AND TIMETABLE

Not applicable.

ITEM 3.       KEY INFORMATION

|(A) | Selected Financial Data
|--- | -----------------------

The  following  table  presents  summary  consolidated  financial
 information  for Credicorp at the dates and for the periods indicated.  This selected
 financial data is presented in U.S.  Dollars.  This information  should be read in
conjunction  with, and is qualified in its entirety by reference to, the  Credicorp
 Consolidated  Financial  Statements,  also  presented in U.S.  Dollars.  The summary
consolidated  financial data as of, and for the years ended,  December 31, 1998, 1999,
2000, 2001 and 2002 are derived from the Credicorp  Consolidated  Financial  Statements
audited by Dongo-Soria  Gaveglio y Asociados,  a member firm of  PricewaterhouseCoopers,
independent  accountants.  The report of  Dongo-Soria  Gaveglio y Asociados on the
Credicorp  Consolidated  Financial  Statements as of December 31, 2001 and 2002 and for
the years ended  December 31, 2000,  2001 and 2002,  appears  elsewhere in this Annual
 Report.  The summary  consolidated  financial  information  presented  below and the
Credicorp  Consolidated  Financial  Statements are prepared and presented  in  accordance
 with IAS,  which  differ in  certain  significant  respects  from U.S.  GAAP.  See Note
22 to the  Credicorp Consolidated  Financial  Statements,  which provides a description
of the  significant  differences  between IAS and U.S. GAAP, as they relate to Credicorp,
and a reconciliation to U.S. GAAP of Credicorps net income and shareholders equity.

SELECTED FINANCIAL DATA

|                                                                                                          | Year ended December 31,                                                          
|--------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|                                                                                                          | 1998                                                                             
|                                                                                                          | (U.S Dollars in thousands, except percentages, ratios, and per common share data)
|INCOME STATEMENT DATA:                                                                                   
|IAS:                                                                                                     
|Interest income                                                                                           | US$865,765                                                                       
|Interest expense                                                                                          | (469,244)                                                                        
|Net interest income                                                                                       | 396,521                                                                          
|Provision for loan losses (1)                                                                             | (165,694)                                                                        
|Net interest income after provision for loan losses                                                       | 230,827                                                                          
|Fees and commissions from banking services                                                                | 154,929                                                                          
|Net gains (loss) from sales of securities                                                                 | 8,397                                                                            
|Net gains on foreign exchange transactions                                                                | 28,889                                                                           
|Net premiums earned                                                                                       | 119,195                                                                          
|Other income                                                                                              | 15,429                                                                           
|Claims on insurance activities                                                                            | (88,116)                                                                         
|Operating expenses                                                                                        | (424,885)                                                                        
|Income before result from exposure to inflation and Translation result, income tax, and minority interest | 44,665                                                                           
|Result of exposure to inflation and translation result                                                    | 25,232                                                                           
|Income tax                                                                                                | (19,278)                                                                         
|Minority interest                                                                                         | (8,523)                                                                          
|Net income                                                                                                | 42,096                                                                           
|Net income per Common Share (2)                                                                           | 0.52                                                                             
|Diluted net income per Common Share (3)                                                                   | 0.44                                                                             
|Dividends paid per Common Share                                                                           | 0.45                                                                             
|U.S. GAAP:                                                                                               
|Net income:                                                                                               | 35,323                                                                           
|Net income per Common Share (2)                                                                           | 0.44                                                                             
|BALANCE SHEET DATA:                                                                                      
|IAS:                                                                                                     
|Total assets                                                                                              | 7,952,475                                                                        
|Total loans (4)                                                                                           | 5,104,450                                                                        
|Reserves for loan losses (1)                                                                              | (270,082)                                                                        
|Total deposits                                                                                            | 5,385,364                                                                        
|Shareholders equity                                                                                      | 752,387                                                                          
|U.S. GAAP:                                                                                               
|Shareholders equity                                                                                      | 728,967                                                                          
|SELECTED RATIOS:                                                                                         
|IAS:                                                                                                     
|Net interest margin (5)                                                                                   | 5.68%                                                                            
|Return on average total assets (6)                                                                        | 0.53                                                                             
|Return on average shareholders equity (7)                                                                | 5.63                                                                             
|Operating expenses as a percentage of net interest and non-interest income (8)                            | 59.08                                                                            
|Operating expenses as a percentage of average assets                                                      | 5.47                                                                             
|Shareholders equity as a percentage of period end total Assets                                           | 9.46                                                                             
|Regulatory capital as a percentage of risk-weighted assets(9)                                             | 10.87                                                                            
|Total past due loan amounts as a percentage of total loans(10)                                            | 6.00                                                                             
|Reserves for loan losses as a percentage of total loans                                                   | 5.29                                                                             
|Reserves for loan losses as a percentage of total loans and other contingent credits(11)                  | 4.37                                                                             
|Reserves for loan losses as a percentage of total past due loans(12)                                      | 88.21                                                                            
|Reserves for loan losses as a percentage of substandard loans(13)                                         | 56.60                                                                            

|(1)  | Provision for loan losses and reserve for loan losses include provisions and reserves with respect to total loans and other credits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | As of December 31, 2002, Credicorp had issued 94.4 million common shares (the Common Shares), of which 14.6 million are shares held by BCP,  ASHC and PPS.  Per Common Share data  presented  assumes net  outstanding  shares  (Common  Shares net of
         shares held by BCP,  ASHC and PPS) of 81.0  million in 1998 and 1999,  80.1 million in 2000,  79.5  million in 2001,  and 79.7
         million in 2002.  See Note 17 to the Credicorp Consolidated Financial Statements.                                                                                                                                                 
|(3)  | Diluted per Common Share data presented assumes 96.5 million Common Shares outstanding on all periods (see the preceding footnote (2)),  which includes 2.2 million Common Shares  corresponding to the stock option plan. See Note 14 to the Credicorp
         Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                         
|(4)  | Net of unearned interest, but prior to reserve for loan losses. In addition to loans outstanding, Credicorp had contingent loans of US$1,072.9  million,  US$873.7 million,  US$761.6 million,  US$940.9 million and US$1,232.2  million, at December 31,
         1998, 1999, 2000, 2001 and 2002, respectively.  See Note 18 to the Credicorp Consolidated Financial Statements.                                                                                                                                                                                                                                                          
|(5)  | Net interest income as a percentage of average interest-earning assets, computed as the average of period-beginning and period-ending balances on a quarterly basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(6)  | Net income as a percentage of average total assets, computed as the average of period-beginning and period-ending balances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(7)  | Net income as a percentage of average shareholders equity, computed as the average of period-beginning and period-ending balances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(8)  | Total operating expenses as a percentage of the sum of net interest income and noninterest income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(9)  | Regulatory capital calculated in accordance with SBS requirements. Atlantic Security Banks risk-weighted assets are calculated  using risk-based  guidelines  adopted by the Basel Committee on Banking  Regulations and Supervisory  Practices of
         International  Settlements (the Basel Accord) as adopted in the Cayman Islands.  See Item 5. Operating and Financial Review
         and Prospects(B) Liquidity and Capital ResourcesRegulatory Capital and Capital Adequacy Ratios.                                                                                                                                     
|(10) | BCP considers loans past due after no more than 15 days, except for installment loans, which include mortgage loans but excludes  consumer  loans,  which are considered  past due after 90 days. ASHC considers past due all overdue loans except for
         consumer loans, which are considered past due when the scheduled  principal and/or interest payments are overdue for more than
         90 days.  See Item 4.  Information on the Company(B)  Business  Overview12.  Selected  Statistical  Information(iii)  Loan
         PortfolioClassification of the Loan Portfolio Based on the Borrowers Payment Performance.
|(11) | Other contingent credits primarily consist of guarantees and letters of credit. See Note 18 to the Credicorp Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(12) | Reserves for loan losses as a percentage of all past due loans, with no reduction for collateral securing such loans. Reserve for loan losses includes  reserves with respect to total loans and other credits,  and do not include generic reserves
         which are part of the special reserve equity account  amounting to US$14.2 million at December 31, 2000, and US$7.5 million at
         December 31, 2001 and 2002.  See footnote (1) above and Note 6(f) to the Credicorp Consolidated Financial Statements.                                                                                                                 
|(13) | Reserves for loan losses, as a percentage of loans classified in categories C, D or E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Exchange Rates

The following  table sets forth the high and low month-end rates and
the average and the  end-of-period  rates for the sale of Nuevos Soles for Dollars for
the periods indicated.

|Year ended December 31, | High(1)                                | Low(1) | Average(2) | Period-end(3)
|----------------------- | -------------------------------------- | ------ | ---------- | -------------
|                        | (Nominal Nuevos Soles per U.S. Dollar)
|1998                    | 3.160                                  | 2.770  | 2.945      | 3.159        
|1999                    | 3.510                                  | 3.330  | 3.403      | 3.510        
|2000                    | 3.531                                  | 3.453  | 3.495      | 3.527        
|2001                    | 3.623                                  | 3.435  | 3.508      | 3.446        
|2002                    | 3.644                                  | 3.435  | 3.460      | 3.520        
|2003 (through June 9)   | 3.496                                  | 3.463  | 3.481      | 3.484        

|Source: SBS
|-----------
|(1)        
|(2)        
|(3)        

The following table sets forth the high and low rates for the sale
of Nuevos Soles for Dollars for the indicated months.

|                                       | High(1) | Low(1)
|-------------------------------------- | ------- | ------
|(Nominal Nuevos Soles per U.S. Dollar)
|2002                                  
|December                               | 3.545   | 3.495 
|2003                                  
|January                                | 3.520   | 3.480 
|February                               | 3.489   | 3.473 
|March                                  | 3.490   | 3.473 
|April                                  | 3.475   | 3.457 
|May                                    | 3.495   | 3.465 
|June (through June 9)                  | 3.494   | 3.483 

|Source: Economatica
|-------------------
|(1)                

The average of the bid and offered free market exchange rates
published by the SBS for June 9, 2003 was S/.3.483 per US$1.00.

(B)      Capitalization and Indebtedness

Not applicable.

(C)      Reasons for the Offer and Use of Proceeds

Not applicable.

(D)      Risk Factors

Credicorps  businesses  are  affected  by a number of  external
 and other  factors in the  markets  in which  they  operate. Different  risk factors can
impact  Credicorps  businesses  and their  ability to operate  their  respective
 businesses  and business strategies  effectively.  The  following  risk  factors  should
 be  considered  carefully  and  read in  conjunction  with  all of the information in
this Annual Report.

Peruvian Country Risk

Substantially  all of BCPs and PPSs  operations  and  customers
 are located in Perú.  In addition,  although  ASHC is based outside of Perú,
 substantially  all of its customers  are located in Perú.  Accordingly,  the results of
operations  and the financial condition of Credicorp  will be dependent on the level of
economic  activity in Perú.  Credicorps  results of operations and financial condition
 could also be affected  by changes in  economic  or other  policies of the  Peruvian
 government  (which has  exercised  and continues to exercise a substantial  influence
over many aspects of the private sector) or other political or economic  developments in
Perú, including government-induced effects on inflation, devaluation and economic growth.

During the past several  decades,  Perú has had a history of
political  instability  that has  included  military  coups and a succession of regimes
with differing  policies and programs.  Past governments have frequently  played an
 interventionist  role in the nations economy and social structure.  Among other
actions,  past governments have imposed controls on prices,  exchange rates,  local and
foreign investment and international trade;  restricted the ability of companies to
dismiss employees;  expropriated private sector assets; and prohibited the remittance of
profits to foreign investors.

In July 1990,  Alberto  Fujimori was elected  president,  and his
 administration  implemented a broad-based  reform of Perús political system and
economic and social  conditions aimed at and with a focus on stabilizing the economy,
 restructuring  the national government (by reducing bureaucracy),  privatizing
 state-owned companies,  promoting private investment,  developing and strengthening free
markets,  institutionalizing  democratic  representation  and enacting programs for the
strengthening of basic services related to education,  health and infrastructure.  After
taking office for his third term in July 2000, under extreme protest,  President Fujimori
was forced to call for general  elections  due to the  outbreak of  corruption  scandals,
 and later  resigned in favor of a transitory government headed by the president of
Congress, Valentín Paniagua.

Mr. Paniagua took office in November 2000 and in July 2001 handed
over the presidency to Alejandro  Toledo,  the winner of the elections  decided in the
second  round held on June 3, 2001,  ending two years of political  turmoil.  Since his
 election,  President Toledo has retained,  for the most part, the economic policies of
the previous  government,  focusing on promoting private  investment, eliminating
exemptions to tributary  obligations,  reducing  underemployment and unemployment and
privatizing  state-owned companies in various sectors.  President  Toledo also
 implemented  fiscal  austerity  programs,  among other  proposals,  in order to
stimulate the economy.  Despite Perús achieving  moderate  economic growth,  the Toledo
 administration  has at times faced public unrest spurred by the high rates of
 unemployment,  underemployment  and poverty.  In July 2002,  in an effort to maintain
his  political  alliances  and quell  public  unrest,  President  Toledo  restructured
 his cabinet.  On June 23, 2003,  President  Toledo  again  announced  plans to
restructure his cabinet amid further unrest.  See Item 4.  Information on the Company(B)
 Business  Overview 9. Peruvian  Government and Economy(i) Peruvian Government.

Given that the Toledo  administration  continues to face a
 fragmented  congress and ongoing  public  unrest,  there can be no assurance that the
government will continue its current economic policies or that Perus recent economic
growth can be sustained.

Exchange Controls and Devaluation of  the Nuevo Sol

Even though Credicorps  financial  statements are presented in U.S.
Dollars,  and its dividends are paid in U.S. Dollars, BCP and PPS will continue to
prepare,  for local statutory  purposes,  their financial  statements and pay dividends
in Nuevos Soles. While the  Peruvian  government  currently  imposes no  restrictions  on
a companys  ability to  transfer  U.S.  Dollars  from Perú to other countries,  to
convert Peruvian currency into Dollars or to remit dividends abroad,  Perú has had
restrictive  exchange controls in the past and there can be no assurance  that the
Peruvian  government  will continue to permit such  transfers,  remittances  or
conversion without  restriction.  See Item 10.  Additional  Information(D)  Exchange
 Controls. In addition,  a devaluation  would decrease the Dollar  value of any
 dividends  BCP and PPS pay to  Credicorp,  which  would  have a  negative  impact on
 Credicorps  ability to pay dividends to shareholders.

Although the current level of Perús foreign reserves compares
favorably with those of other Latin American  countries,  there can be no  assurance
 that  Perú  will be able  to  maintain  adequate  foreign  reserves  to  meet  its
 foreign  currency-denominated obligations,  or that Perú will not impose  exchange
 controls  should its foreign  reserves  decline.  A decline in  Peruvian  foreign
reserves to inadequate levels,  among other economic  circumstances,  could lead to a
devaluation.  While Credicorp seeks to manage the gap between its foreign
 currency-denominated  assets and  liabilities,  for  instance by matching  the volumes
and  maturities  of its Dollar-denominated  loans against its Dollar-denominated
 deposits, a sudden and significant  devaluation could have a material adverse effect on
Credicorps  financial  condition and results of operations.  See Item 11.  Quantitative
and Qualitative  Disclosures  About Market  RiskExchange  Rate  Sensitivity.  Also, BCPs
borrowers and PPSs insureds  typically  generate Nuevo Sol revenues from their own
clients.  Devaluation  of the Nuevo Sol against the Dollar could have a negative  impact
on the ability of BCPs and PPSs  clients to repay loans or make premium payments.
 Despite any devaluation,  and absent any change in foreign exchange regulations,  BCP
and PPS would be expected to continue to repay  Dollar-denominated  deposits and
Dollar-denominated  insurance benefits in Dollars.  Therefore, any  significant
 devaluation  of the Nuevo Sol against  the Dollar  could have a material  adverse
 effect on  Credicorps  results of operations and financial condition.

Corporate Disclosure and Accounting Standards

Credicorp  prepares its financial  statements in accordance with
IAS, which differ in certain  significant  respects from U.S. GAAP.  Accordingly,  the
 presentation  of financial  statements  and reported  earnings of Credicorp  may not be
 comparable  to those companies whose financial  statements are prepared in accordance
 with U.S. GAAP. See Note 22 to the Credicorp  Consolidated  Financial Statements for a
description of the significant  differences  between IAS and U.S. GAAP, as such
 differences  relate to Credicorp, together with a reconciliation to U.S. GAAP of
Credicorps net income and shareholders' equity for the periods included therein.

Enforceability of Civil Liabilities

A significant  majority of Credicorp's  directors and officers
reside outside the United States  (principally in Perú). All or a substantial  portion of
the assets of Credicorp or of such persons are located outside the United States.  As a
result, it may not be possible  for  investors  to effect  service of process  within the
United  States upon such  persons or upon  Credicorp  or to enforce against them in
federal or state courts in the United States  judgments  predicated upon the civil
liability  provisions of the federal securities  laws of the United  States.  Credicorp
 has been  advised by its  Peruvian  counsel  that  there is  uncertainty  as to the
enforceability,  in original actions in Peruvian courts, of liabilities  predicated
 solely under the United States federal  securities laws and as to the  enforceability
 in Peruvian  courts of judgments of United States courts  obtained in actions
 predicated  upon the civil liability provisions of the United States federal securities
laws.

Status of Credicorp as a Holding Company

As a holding company,  Credicorp's ability to make dividend
payments,  if any, and to pay corporate expenses will be dependent primarily upon the
receipt of dividends and other distributions from its operating  subsidiaries.
 Credicorp's  principal  subsidiaries are BCP, PPS, ASHC and Banco Tequendama.  There are
various regulatory  restrictions on the ability of Credicorp's  subsidiaries to pay
dividends or make other payments to Credicorp.  To the extent  Credicorps  subsidiaries
 do not have funds  available or are otherwise restricted from paying dividends to
Credicorp,  Credicorps  ability to pay dividends to its shareholders  will be adversely
 affected. Currently,  there are no restrictions  on the ability of BCP, ASHC, PPS or
Banco  Tequendama to remit  dividends  abroad.  In addition, the right of Credicorp to
participate in any distribution of assets of any subsidiary,  including BCP, PPS, ASHC
and Banco  Tequendama, upon any such  subsidiary's  liquidation or  reorganization  or
otherwise  (and thus the ability of holders of Credicorp  securities to benefit
indirectly from such distribution),  will be subject to the prior claims of creditors of
that subsidiary,  except to the extent that any claims of Credicorp as a creditor of such
 subsidiary  may be recognized as such.  Accordingly,  Credicorps  securities  will
effectively be subordinated to all existing and future liabilities of Credicorp's
 subsidiaries,  and holders of Credicorps securities should look only to the assets of
Credicorp for payments.

Loan Portfolio Quality and Composition

Given that approximately 80% of Credicorps  revenues are related to
banking  activities,  a deterioration of loan quality may have an adverse impact on the
financial  condition and results of operations of Credicorp.  While loan portfolio risk
 associated  with lending to certain economic sectors or clients in certain market
segments can be mitigated through adequate  diversification  policies, Credicorps
 pursuit  of  opportunities  in which it can  charge  higher  interest  rates,  thereby
 increasing  revenues,  may  reduce diversification of the loan portfolio and expose
Credicorp to greater credit risk.  Credicorp  believes that significant  opportunities
exist in middle market and consumer  lending in Perú and that Credicorp can, on average,
 charge higher interest rates on such loans as compared with interest charged on loans in
its core corporate  banking  business,  made primarily to clients that operate in
industrial and commercial  economic sectors.  Accordingly,  Credicorps  strategy
includes a greater emphasis on middle market and consumer loans, as well as  continued
 growth of its loan  portfolio  in  general.  An  increase  in the  portfolios  exposure
to these areas could be accompanied by greater  credit risk,  not only due to the speed
and magnitude of the increase,  but also to the shift to lending to the middle market and
consumer  sectors,  where  Credicorp  lacks the experience that it has in its more
 traditional  lending  activities, particularly  corporate  lending.  Given  the
 changing  composition  of its loan  portfolio,  historical  loss  experience  may not be
indicative of future loan loss experience.

Bank Regulatory Matters

Credicorp  is  subject  to  extensive  supervision  and  regulation
 in  Perú  through  the  SBSs  consolidated   supervision regulations.  BCPs
 operations  are  supervised  and regulated by the SBS and the Banco Central de Reserva  (Central
 Bank).  Perús Constitution  and the SBSs  statutory  charter  grant  the SBS the
 authority  to  oversee  and  control  banks  and  other  financial institutions.  The
SBS and  the  Central  Bank  have  general  administrative  responsibilities  over  BCP,
 including  designation  of capitalization  and reserve  requirements.  In past years,
 the Central Bank has, on numerous  occasions,  changed the deposit  reserve requirements
 applicable to Peruvian  commercial banks and both the rate of interest paid on deposit
reserves and the amount of deposit reserves on which no interest is payable by the
Central Bank.  Such changes in the  supervision  and  regulation of BCP, if made in the
future,  may  adversely  affect the results of  operations  and  financial  condition of
 Credicorp.  See Item 4.  Information  on the Company(B) Business Overview11.
Supervision and Regulation(ii) BCP.

Insurance Business and Regulation

Credicorps  insurance  business,  carried  out by its  subsidiary
 PPS,  is  subject  to  regulation  by the  SBS.  Insurance regulation in Perú is an area
of constant  change.  New  legislation  or regulations  may adversely  affect PPS's
ability to underwrite and price risks  accurately,  which in turn would  affect
 underwriting  results and business  profitability.  PPS is unable to predict whether and
to what extent new laws and  regulations  that would affect its business  will be adopted
in the future,  the timing of any such adoption and what effects any new laws or
regulations would have on its operations, profitability and financial condition.

Credicorp's  operating  performance  and  financial  condition
 depend on PPS's  ability to  underwrite  and set premium rates accurately  for a full
 spectrum of risks.  PPS must  generate  sufficient  premiums to offset  losses,  loss
 adjustment  expenses and underwriting  expenses  so it may  earn a  profit.  In order to
price  premium  rates  accurately,  PPS  must  collect  and  analyze  a substantial
 volume of data;  develop,  test and apply  appropriate  rating  formulae;  closely
 monitor  changes in trends in a timely fashion;  and project both  severity and
 frequency  with  reasonable  accuracy.  If PPS fails to assess  accurately  the risks
that it assumes or does not accurately  estimate its retention,  it may fail to establish
adequate premium rates, which could reduce income and have a material  adverse  effect on
its  operating  results or financial  condition.  Moreover,  there is inherent
 uncertainty  in the process of establishing  property and casualty loss reserves.
 Reserves are estimates  based on actuarial and  statistical  projections at a given
point in time of what PPS  ultimately  expects to pay out on claims and the cost of
 adjusting  those  claims,  based on the facts and circumstances  then known.  Factors
 affecting these  projections  include,  among others,  changes in medical costs,  repair
costs and  regulation.  Any negative  effect on PPS could have a material  adverse
 effect on  Credicorps  results of  operations  and financial condition.

Increased Competition

Despite a recent  decrease in interest  from major  international
 banks in the Latin  American  region,  BCP has  experienced increased  competition,
 including  increased  pressure on margins,  primarily as a result of the presence of
highly liquid  commercial banks in the market;  local and foreign investment banks with
substantial capital,  technology and marketing resources;  and, recently, from local
pension funds that lend to BCPs corporate  customers through  participation in such
customers  securities  issues.  Larger Peruvian companies have gained access to new
sources of capital,  through local and international  capital markets,  and BCPs
existing and new competitors have  increasingly  made inroads into the  higher-margin
 middle market and retail banking sectors.  Such increased competition,  with entrants
who may have greater  access to capital at lower costs,  have affected BCPs loan growth
as well as reduced the  average  interest  rates that BCP can  charge its  customers.
 Competitors  may also  appropriate  greater  resources  and be more successful in the
 development  of  technologically  advanced  products and services that may compete
 directly with BCPs products and services,  adversely  affecting the  acceptance of BCPs
products  and/or  leading to adverse  changes in spending and saving habits of BCPs
customer  base. If these entities are successful in developing  products and services
that are more effective or less costly than the  products  and  services  developed by
BCP,  BCP's  products  and  services  may be unable to compete  successfully.  Even if
BCP's products and services prove to be more effective than those  developed by other
 entities,  such other entities may be more  successful in marketing their products and
services than BCP because of their greater financial  resources,  higher sales and
marketing  capacity, and other factors.  BCP may not be able to maintain its market share
if it is not able to match its  competitors  loan pricing or keep pace with their
 development  of new  products  and  services.  Any  negative  impact on BCP could have a
 material  adverse  effect on Credicorps results of operations and financial condition.

Fluctuation and Volatility of Capital Markets and Interest Rates

Credicorp  may  suffer  losses  related to the  investments  by BCP,
 PPS and other  subsidiaries  in fixed  income and equity securities,  and to their
respective  positions in currency  markets,  because of changes in market prices,
 defaults,  fluctuations in market  interest  rates,  exchange rates or other reasons.  A
downturn in the capital markets may lead Credicorp to register net losses due to the
decline in the value of these  positions,  in addition to negative net revenues from
trading  positions caused by volatility in prices in the financial markets, even in the
absence of a general downturn.

Fluctuations in market interest rates, or changes in the relative
 structure between  short-term  interest rates and long-term interest  rates,  could
cause a decrease in interest  rates  charged on  interest-earning  assets,  relative to
interest  rates paid on interest-bearing  liabilities.  Such an occurrence could
adversely affect Credicorps  financial condition by causing a decrease in net interest
income.

ITEM 4.       INFORMATION ON THE COMPANY

(A)      History and Development of the Company

Credicorp is a limited  liability company  incorporated in Bermuda
in 1995 to act as a holding company,  coordinate the policy and  administration  of its
 subsidiaries  and engage in investing  activities.  Credicorps  principal  activity is
to coordinate  and manage the  business  plans of its  subsidiaries  in an effort to
 implement  universal  banking  services  and develop  its  insurance business,  focusing
in Perú and Bolivia  while  limiting  investments  in other  countries  of the region.
 It conducts  its  financial services business  exclusively  through its subsidiaries.
 Credicorps  address is Calle Centenario 156, La Molina,  Lima 12, Perú, and its phone
number is 51-1-313-2000.

Credicorp is the largest financial services holding company in Perú and
is closely  identified with its principal  subsidiary, BCP, the countrys largest bank
and the leading supplier of integrated  financial  services in Perú.  Credicorp is
engaged  principally in commercial banking (including trade finance,  corporate finance
and leasing services),  insurance  (including  commercial  property, transportation  and
marine hull,  automobile,  life, health and pension fund underwriting  insurance) and
investment banking (including brokerage services,  asset management,  and trust, custody
and securitization  services and proprietary trading and investment).  As of December 31,
2002,  Credicorps  total assets were US$8.6  billion and  shareholders  equity was
US$823.8  million.  Its net income in 2001 and 2002 was US$54.5 million and US$42.4
million,  respectively.  See Item 3. Key  Information(A)  Selected  Financial Data and
Item 5. Operating and Financial  Review and Prospects. The following table presents
 certain  financial  information for Credicorp by principal  business  segment  as of and
for the year ended  December  31,  2002 (see Note 19 to the  Credicorp  Consolidated
 Financial Statements):

|                   | As of and for the Year ended December 31, 2002
|------------------ | ----------------------------------------------
|                   | Total                                         
|                   | Revenues                                      
|                   | (U.S. Dollars in millions)                    
|Commercial Banking | US$ 697                                       
|Insurance          | 145                                           
|Investment Banking | 26                                            
|Credicorp          | US$ 868                                       

Credicorp conducts its commercial  banking and investment  banking
activities  primarily through BCP, the largest (in terms of total assets loans,
 deposits,  shareholders equity and net income) full service Peruvian commercial bank (Peruvian
commercial bank,Peruvian  insurance  company and similar  terms when used in this
Annual  Report do not include the assets,  results or operations of any foreign parent
company of such Peruvian entity or the foreign  subsidiaries  thereof),  and ASHC, a
diversified  financial services company.  Credicorps  insurance  activities are
conducted  through PPS, the largest  Peruvian  insurance  company in terms of premiums
written and net income.

Credicorp  was formed in 1995 for the purpose of  acquiring,
 through an exchange  offer (the  Exchange  Offer),  the common shares of BCP, ASHC and
PPS.  Pursuant to the Exchange  Offer,  in October 1995,  Credicorp  acquired  90.1% of
BCP; 98.2% of ASHC; and 75.8% of PPS.  Credicorp acquired the remaining 1.8% outstanding
shares of ASHC in March 1996, pursuant to a further exchange offer.

In December 1995,  Credicorp purchased 99.99% of Inversiones  Crédito,
a non-financial  entity with assets of US$50.0 million, with principal investments
currently in shares of Peruvian electric utilities.

In January 1997,  Credicorp purchased 99.99% of a Colombian banking
concern,  Banco Tequendama,  which has US$270.7 million in assets.  Banco  Tequendama
 operated  branches in Venezuela until December 2002 when such branches were sold. This
sale is reflected in Credicorps  financial  statements for the year ended December 31,
2002,  although  regulatory  requirements  were not satisfied  until February 2003.

In December 1997,  Credicorp  purchased  97.0% of Banco  Capital,  a
Salvadoran  bank,  and 100% of Casa de Bolsa  Capital,  a Salvadoran  brokerage  firm,
for US$5.9 million and US$800,000,  respectively.  Credicorp later increased its stake in
Banco Capital to 99.5%,  which was subsequently  entirely sold to another  Salvadoran
bank in November 2001 for US$32.3  million,  resulting in a US$6.3 million profit. Casa
de Bolsa Capital was subsequently liquidated during 2002.

In August 1997,  Credicorp  acquired 39.5% of Banco de Crédito de
Bolivia (BCB) from BCP for US$9.2  million.  In July 1998, Credicorp  acquired 97% of
Banco de La Paz, a Bolivian bank with US$52.1 million in assets,  which was subsequently
 merged with BCB in January  1999,  at which time  Credicorp  also  increased  its
 beneficial  ownership  of BCB to 55.79%,  with BCP owning,  directly or indirectly,
44.21%.  In November 2001, BCP bought back a 53.1% stake from Credicorp for US$30.0
million.

On December,  2002, BCP acquired, for US$50.0 million, Banco
Santander Central Hispano-Perú  (BSCH-Perú),  which is included in BCPs  consolidated
 financial  statements  since such date. At December 31, 2002,  BSCH-Perú had total
assets of US$975.2  million, total loans of US$719.4 million and deposits of US$659.0
million.  BSCH-Perú was merged into BCP on February 28, 2003.

The following  tables show the  organization of Credicorp and its
principal  subsidiaries  as of  December 31,  2002 and their relative  percentage
 contribution to Credicorps total assets,  total revenues,  net income and shareholders  equity
at the same date (see (C) Organizational Structure):

|                                      | As of and for the year ended December 31, 2002(1)
|------------------------------------- | -------------------------------------------------
|                                      | Total Assets                                     
|Banco de Crédito del Perú             | 82.7%                                            
|Atlantic Security Holding Corporation | 7.6%                                             
|El Pacífico-Peruano Suiza Compañía de | 5.6%                                             
|Seguros y Reaseguros                 
|Banco Tequendama                      | 3.1%                                             
|Others                                | 1.0%                                             

|(1) | Percentages determined based on the Credicorp Consolidated Financial Statements.
|--- | --------------------------------------------------------------------------------
|(2) | Includes the equity interest held by PPS.                                       

The following tables show the organization of BCP and its principal
subsidiaries as of December 31, 2002:

|                              | As of and for the year ended December 31, 2002(3)
|----------------------------- | -------------------------------------------------
|                              | Total Assets                                     
|Banco de Crédito del Perú (4) | 87.7%                                            
|Banco de Crédito de Bolivia   | 6.5%                                             
|Crédito Leasing               | 2.8%                                             
|Solución Financiera           | 1.3%                                             
|Credibolsa                    | 0.1%                                             
|Others(5)                     | 1.6%                                             

|(1) | Credicorp holds an additional 2.73% stake.                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | 100%-owned after a 45% remaining stake was acquired in March 2003.                                                                                            
|(3) | Percentages determined based on BCPs consolidated financial statements as of and for the year ended December 31, 2002.                                       
|(4) | Includes BSCH-Perú, which was merged into BCP on February 28, 2003.                                                                                           
|(5) | Includes Banco de Crédito Overseas Limited, Credifondo S.A.  Sociedad Administradora de Fondos Mutuos de Inversión en Valores, Creditítulos S.A., and others.

In March 2002,  Credicorp made a tender offer for  outstanding  BCP
shares for S/.1.80 per share,  approximately  equal to the book value of such  shares,
 disbursing  directly and through its  subsidiary  PPS an amount of  approximately
 US$35.3  million.  As a result of the tender offer, Credicorps equity stake in BCP
increased from 90.6% to 97.0%.

In March 2003, BCP,  adding to its 55% stake,  acquired for US$17.0
million the remaining 45% of the equity shares of Solución Financiera  de  Crédito  del
Perú  S.A.  (Solución)  from  Banco  de  Crédito  e  Inversiones  de Chile  (BCI)
 and  other  foreign shareholders.  Solución,  which resumes its position as a BCP
 wholly-owned  subsidiary,  had as of March 31, 2003 a loan  portfolio of US$82.8
 million,  with a 2% past-due ratio,  and had net income of US$1.9 million in the first
quarter of 2003.  Solucións net income for the full year 2002 was US$7.3 million.

(B)      Business Overview

1. Introduction  Review of 2002

The  performance  of  Credicorp  in 2002 was  positive,  principally
 because of the results of its  financial  and  insurance operations in Perú, which
outweighed the adverse climate  affecting its subsidiaries  abroad.  Even though
 profitability did not reach desired  levels,  gains  were  made in the  areas of
 quality  of  assets,  coverage  of bad  loans,  customer  service  standards  and
consolidation  of businesses in Perú.  Additionally,  in 2002,  Credicorp made allowances
for expenses in non-recurring  projects,  the benefits of which will be realized in
subsequent years.

Loan quality improved steadily during 2002, due in part to the
continued  application of credit risk analysis  procedures that were  completely  revised
in 1999.  Maintaining  these  procedures  is a key  component of  Credicorps
 conservative  risk  management strategy.  Improvement  in loan  quality and a decrease
in past due loans made it  possible to reduce  further the loan loss  provision expense
in 2002.  Credicorps  ratio of past due loans to total  loans  fell  slightly  to 8.4%
from 8.6% for the  previous  year.  The limited  nature of this  reduction  was partly
 due to higher  credit  risk in Bolivia  and  Colombia,  which had an adverse  affect on
Credicorps  subsidiaries  in those  countries.  However,  the ratio of coverage of
overdue loans by loan loss  provisions has improved significantly, increasing from 88% in
1998 to 98.2% in 2001 and to 104.4% in 2002.

Credicorp  continued its focus on excellence in customer  service
and continued  development in the area of human resources in 2002.  In order to improve
 quality of products and services as well as to assess  quality and make such
 assessments  available to the highest  levels of  management,  Credicorp  adopted the
 Malcolm  Baldrige  model for quality  control.  The Malcolm  Baldrige  quality
management  system  consists  of seven  areas for  assessing  quality:  leadership,
 strategic  planning,  customer  and market  focus, information and analysis, human
resource focus, process management, and business results.

Credicorp  also  made  significant  progress  during  2002 in
 efficiency  and  service  quality  indicators  for its  various distribution  channels.
 Approximately  1.5 million clients in Perú carried out 14.5 million  transactions per
month, 57% of which were performed  through  electronic  distribution  channels,  which
included 34% in automatic  teller and  transaction  statements  machines (ATMs),  10%
 through the call  center, 7% on the  Internet  and 5% through  remote  banking.  To
increase  efficiency  through the continued use of these electronic  distribution
 channels,  Credicorp has developed a policy of encouraging  their use by applying more
attractive rates to electronic transactions than those charged at branch offices.

The  consolidation of Credicorps  businesses in Perú is highlighted
by BCPs continued growth in market share of deposits and loans in Perús banking
 system,  which grew to 38.7% and 36.3%,  respectively,  as of year-end 2002.  These
figures include the shares of both loans and deposits  contributed by BSCH-Perú.  This
 acquisition  was the most important  event in 2002 with regard to business
consolidation.  Credicorp  expects that the  acquisition  will  strengthen the leadership
of BCP in the Peruvian  financial  sector and will increase profitability.

Another  important  development  for  Credicorp  was the
 introduction  of a new  corporate  identity  for BCP. The change was approved  after
 more  than 30 years of the  Por  Más  brand at BCP.  The new  brand,  Vía  BCP,  and
new  visual  identity  retain traditional  features while  incorporating  other more
modern ones that represent  BCPs  aspirations  for the future.  BCPs customers have
 accepted the new  corporate  identity  enthusiastically.  The change in corporate
 identity  capitalized  on a series of advances achieved  by BCP in terms of  quality of
 service,  the  simplification  of  products,  processes  and  prices,  and BCPs ever
 closer relationship  with its  customers and the  community.  This change is not merely
a formal one, and reflects  Credicorps  commitment to making BCP even more  accessible,
 efficient and dedicated to its  customers.  In addition to the new corporate  identity,
 significant investments have been budgeted in infrastructure, technology and especially
in personnel training.

2. Strategy

Credicorps  business goals for 2003 include  achieving  higher
 growth,  increasing  efficiency and improving  profitability. Credicorp has identified
 target market  segments with low banking  penetration and has increased the sale of
 transactional  products, which contribute to improvement in business  productivity.
 Credicorp places the greatest  emphasis on expanding  operations with small businesses
and consumer banking, where margins are higher and potential for generating income
greater.

In past years,  Credicorp did not pursue  aggressively its overall
strategy of expanding new retail lines to offset tightening financial  margins in
 traditional  wholesale  lines because of the high credit risk and market risk
 environment.  Instead,  Credicorp chose to focus on lower risk business  opportunities,
 expanding its corporate  loan  portfolio and  developing  methods for generating
fee-based income.  Going forward,  however,  management  continues to believe that
certain competitive  advantages exist in serving the retail segment and that the current
strategy of expanding  services into  under-banked  segments will eventually lead to
increased loan volumes in the retail market segment.

Strategies  that will extend beyond 2003 will focus on the following
 goals:  strengthening  the balance  sheet;  reducing net income  volatility;  improving
 efficiency  through  reductions in operating  costs and more  aggressive  use of
 electronic  channels; reducing the rate of claims in the insurance  business;  limiting
 international  expansion;  and  continuing to expand  business areas involving small
companies and individuals and other areas that are currently under-banked.

With regard to strengthening  the balance sheet and reducing income
 volatility,  aggressive risk management of the investment portfolio is necessary.  To
this end, since 2002,  ASHC has been altering the  composition  of its portfolio,
 increasing the weight of low-risk  instruments.  Although  this new  strategy  means
that  return on  investments  will be lower,  this  should be offset by the increase in
fees from  management  of  third-party  funds.  These funds have been  growing at a high
rate and should be a priority  for ASHCs  management.  At the same time,  ASHC is
working to effect changes in the  composition of its assets and liabilities in order to
reduce  liquidity and interest rate risks.  As for credit risk,  it will continue to
pursue  prudent  policies in the granting of loans and will maintain a conservative
approach in establishing reserves for impaired assets.

One area which  Credicorp is focusing on improving is its low
 efficiency  ratio,  which  represents a high level of operating expenses  in  relation
to total  income.  Credicorp  will  continue  its policy of  attempting  to contain
 costs and will  tighten its operating  structure,  achieve  improvements in efficiency
 through  reductions in operating costs, and generally revise  procedures to make them
more simple and  efficient.  Credicorp  will also  continue to develop new cost
 reduction  programs  and other  streamlining procedures  as part of the strategy to
enhance  operating  efficiencies.  The  wholly-owned  status of BCPs  subsidiaries  has
allowed aggressive  cost savings  through the integration of support units.  This is
 particularly  true with regard to Solución.  Although the efficiency  ratio  has
 improved  in  recent  years  and is  above  the  average  of the  Peruvian  banking
 sector  it has yet to meet international  standards.  Credicorp  has set a goal for the
next three years of reducing  BCPs  efficiency  ratio from 56% in 2002 to 50% and
Credicorps efficiency ratio from 52% to 45%.

Credicorp  has also  undertaken  to increase  offerings  of its
 non-financial  products  and  services in an effort to offset declining  interest
 income.  In offering such services,  Credicorp  hopes to strengthen  ties with clients
and assure their loyalty to Credicorp while reducing costs by employing  electronic
 channels.  During the year, various lines of new and improved services offered by
 Credicorp  have shown  growth of more than 30%. In 2002,  BCP  continued  its efforts to
gain access to the best  practices  in the transactional  business in other  countries by
using the services of an  international  consultancy and visiting some of the main banks
of the region, seeking information about products, services and commercial planning.

Credicorp  expects its insurance  business,  carried out by its
subsidiary PPS, to grow in line with economic activity in 2003 even  though  margins  may
 continue  to fall  because of greater  competition  and higher  costs of  reinsurance.
 PPS intends to take advantage  of new  government  regulations  providing  for early
 retirement,  which  provide an  opportunity  for growth in PPSs life annuities line.
 PPS will also take steps to reduce further the rate of claims.

Credicorp  intends to streamline its  international  operations in
the future and adopt a conservative  strategy for expansion into other Latin American
 countries.  Ten years ago BCP started to expand its banking  operations to other Latin
American markets as a strategy  for growth and  diversification  of  businesses.
 Credicorp  has changed  this  strategy  to focus  business  efforts  almost exclusively
 in Perú and  Bolivia.  Consequently,  in 2001,  Banco  Capital  in El  Salvador  was
sold and,  in  December  2002,  Banco Tequendamas  Venezuelan operations were divested.
In Colombia,  Credicorp is searching for alternatives to increase Banco Tequendamas
operating  volumes  in order to reach  profitability  without  making  additional
 investments.  Credicorp  is also  considering  other strategic  options  regarding its
interest in Banco  Tequendama.  Banco  Tequendama will continue to focus its strategy
upon increasing its volume of  operations  while  keeping low risk  requirements.  This
will  require  some  support  from  Credicorp,  but the support provided will be less
than in 2002.  Additionally,  management is cautiously  entering the market in Ecuador
through credit  facilities directed to corporations.

In 2003,  ASHC will continue to focus on balancing its  investment
 portfolio to reduce  exposure to market  volatility  while sustaining  growth in the
 management of  third-party  funds.  In Bolivia,  the economic and political  situation
is precarious  and is having a serious  effect on business.  BCB will require  additional
 support from Credicorp in 2003, but to a lesser degree than in the previous  year.  In
the  second  half of  2003,  Credicorp  expects  BCB to  return  to  profitability.  In
 2003,  BCB  will  focus on consolidating  changes  carried out in 2002 to improve
 credit  management and portfolio  quality,  increase  profitability  through an increase
in service fee income and improve quality of service.

3. Commercial Banking

The majority of Credicorps  commercial  banking business is carried
out through BCP,  Credicorps  largest subsidiary and the largest and oldest bank in Perú.
 As of  December  31,  2002,  BCP ranked  first among  Peruvian  banks with  S/.25.5
 billion  (US$7.3 billion) in total  assets,  S/.15.7  billion  (US$4.5  billion) in
loans,  S/.20.6  billion  (US$5.9  billion) in deposits and S/.1,995 million  (US$568
 million) of  shareholders  equity.  BCPs net income for 2001 and 2002 was S./182.9
 million  (US$52.1  million) and S./228.1 million  (US$64.9  million),  respectively.  As
of December 31,  2002, BCPs loans in the Peruvian banking system  represented
approximately  29.7% of the systems  total,  and BCPs  deposits  represented
 approximately  33.9% of total  deposits in the Peruvian banking system,  increasing
 from 27.2% and 30.8%,  respectively,  as of December 31, 2001. At  December 31,  2002,
BCP had the largest branch  network of any  commercial  bank in Perú with 204 branches,
 including 109 in Lima and the adjoining  city of Callao.  BCP also operates an agency in
Miami, a foreign branch in Panama and has representative  offices in Bogotá,  Colombia,
 and Santiago,  Chile. In addition, BCP operates a Bahamian banking subsidiary, Banco de
Crédito Overseas Limited (BCOL).

A portion of Credicorps  commercial  banking business is also
carried out by ASHC, which principally  serves Peruvian private banking  customers
 through  offices in Panama.  At December 31,  2002,  ASHC had total  assets of US$666.5
 million and  shareholdersequity of US$110.3 million (compared with US$705.9 million and
US$128.7  million,  respectively,  as of December 31, 2001).  ASHCs net income was
US$5.8 million in 2002, and US$5.6  million in 2001,  which in turn decreased from
US$11.3  million in 2000. The decrease in income from 2000 to 2001 was principally the
result of higher reserves to cover the  deterioration of the investment  portfolio.
 Loans outstanding,  net of provisions,  in ASHCs portfolio totaled US$225.0  million,
 US$176.1 million and US$160.5 million at December 31, 2000,  2001 and  2002,
 respectively,  representing  a  decrease  of 21.6%  between  2000 and 2001 and of 8.9%
 between  2001 and 2002. Deposits  decreased  2.0% to US$544.3  million at December 31,
2002 from US$555.7  million at December 31, 2001, and had decreased 2.4% from US$569.2
 million at December 31, 2000.  Third party assets under  management  increased 29.2% in
2002,  from US$422.0  million to US$545.3  million,  principally  due to decreasing
 interest rates paid on deposits and to the  introduction  of new products,  notably
mutual  funds.  ASHCs past due loans as a  percentage  of total loans  continued at 0.0%
from 1996 through  2002,  while  reserves for possible loan losses increased from
US$688,000 in 2001 to US$1.9 million in 2002.

Credicorp  conducts  commercial  banking  activities  in Bolivia
 through  BCB, a full  service  commercial  bank with,  as of December 31,  2002,
 US$346.7  million in deposits,  US$474.6  million in assets and US$273.5  million in net
loans. As of December 31, 2002, BCB was the fourth largest  Bolivian bank in terms of
loans,  with a 11.7% market share,  and fifth largest in terms of deposits, with a 12.4%
market share.  As of December 31,  2002, BCB operated  44 branches  located  throughout
 Bolivia.  BCBs results have been consolidated in the BCP financial statements since the
date of its acquisition in November 1993.

Credicorp also carries out commercial banking  operations in
Colombia through Banco Tequendama,  which as of December 31, 2002 had US$154.1  million
in deposits,  US$270.7  million in assets and US$211.7  million in loans. In December
2002, Banco Tequendama sold its branches in Venezuela.  In the past years,  Credicorp has
supported Banco  Tequendamas  operations with capital  contributions  of US$5 million in
1998 and US$6  million in 1999 and the purchase of US$28  million of  distressed  loans
and assets  received in lieu of loan repayment.  See (C) Organizational Structure.

Credicorps  commercial  banking  business is organized  into
 wholesale  banking  activities,  which are carried out by BCPs Wholesale Banking
division (which includes the Corporate Banking operations of ASHC) and retail banking
 activities,  which are carried out by BCPs Personal Banking and Service Banking
divisions.  Wholesale Banking is responsible for (i) corporate  banking,  (ii) middle
market banking,  (iii) international trade finance,  (iv) corporate finance, (v) business
finance,  and (vi) business services.  Retail banking  activities  include (i) exclusive
 banking,  (ii) small  business  lending,  (iii) mortgage  lending,  (iv) credit  cards,
(v) consumer finance and (vi) institutional  banking.  Although attracting deposits is a
function of all of the banking areas,  Credicorps deposit-taking  activities are
concentrated  primarily in the Consumer and Personal retail banking areas of BCP and the
Private Banking division of ASHC.

Credicorps  total loan portfolio  experienced  an increase of 11.6%
in 1998, but decreased by 7.2% in 1999,  6.0% in 2000 and 8.7% in 2001. In 2002,
 Credicorps total loan portfolio  increased by 18.5%.  These changes,  together with
changes in its client mix, could be  accompanied  by increased  risk,  not only due to
the speed and magnitude of the  increases,  but also to the shift to middle market,
 small  business  and  consumer  lending  sectors,  areas in  which  Credicorp  lacks
 the  experience  that it has in its more traditional  lending  activities,  particularly
 corporate  lending.  Given the changing  composition  of Credicorps  loan  portfolio,
Credicorps historical loan loss experience may not be indicative of future loan losses.

(i)      Wholesale Banking

Credicorp  conducts  wholesale banking  primarily through BCPs
Wholesale Banking division,  ASHCs Corporate Banking division and, since January 1997,
 through Banco Tequendama.  Given the modernization and  internationalization  of
Peruvian  financial markets, BCPs  Wholesale  Banking  division not only  competes with
local banks but also with  international  banks  offering very  competitive rates.  BCPs
traditional relationships continue, however, to provide the Wholesale Banking division
with a competitive advantage.

BCPs Wholesale  Banking division has  traditionally  generated the
majority of BCPs loans. BCP estimates that  approximately 69.7% of its loans and 95.6%
of its other extensions of credit (primarily  guarantees and letters of credit) at
December 31,  2002 were to customers in its Wholesale  Banking  division.  BCP has the
largest  capital base of any Peruvian bank,  which provides it with more resources  than
any  other  Peruvian  bank to meet the  financing  needs  of its  corporate  clients.
 See  8. Competition.  Because Peruvian  companies were not able to access
 international  sources of credit until the mid-1990s,  BCP has  established
 longstanding client  relationships  with virtually all of the major  industrial and
commercial  groups in Perú.  BCPs  Wholesale  Banking  division provides its customers
 with short and medium term,  local and foreign  currency  loans;  foreign  trade-related
 financing;  and lease financing.  BCPs Wholesale Banking division is divided into:

| | corporate banking, which provides loans and other credit services to companies with annual revenues in excess of US$15 million;
|- | -------------------------------------------------------------------------------------------------------------------------------
| 
| | middle market banking, which serves mid-sized companies;                                                                       
| 
| | international trade finance, which manages BCPs relationship with financial institutions abroad;                              
| 
| | corporate finance, which provides underwriting and financial advisory services to corporate and middle market clients;         
| 
| | business finance, which finances business projects and manages the financial leasing product; and                              
| 
| | business services, which develops transactional services.                                                                      

Although  state-controlled   corporations  are  served  by  BCPs
 Wholesale  Banking  division,  mostly  in  connection  with international  trade
 finance,  BCP has not extended  any  substantial  loans  directly to the  Peruvian
 government  or to regional or municipal governments.

Corporate Banking

Credicorp  conducts its  corporate  banking  activities  primarily
 through BCP and to a lesser extent ASHC.  BCPs  Corporate Banking area has been the
traditional  strength of BCPs lending  business,  providing  banking  services to
virtually all of the major industrial and  commercial  enterprises  in Perú.  BCP
believes that it has an advantage in servicing the larger  corporations  in Perúbecause
of its strong  capital  base and relative  size  compared to other  Peruvian  banks.  BCPs
 Corporate  Banking area  primarily provides its customers with local and foreign
currency loans and has primary  responsibility for maintaining client  relationships with
BCPs largest  banking  clients.  In addition,  BCPs  Corporate  Banking area provides
 services such as letters of credit and standby letters of credit,  domestic  collections
 and nationwide  fund  transfers,  payments  through BCPs Miami agency and foreign
 exchange facilities.  Loan  contribution  for this  area  represented  43% of total  BCP
 loans in 2002.  The  composition  of these  loans  was approximately 90% foreign
currency-denominated (primarily U.S. dollar-denominated) and 10% Nuevo Sol-denominated.

ASHCs Corporate  Banking  division makes working capital and bridge
loans. As of December 31,  2002,  approximately  58.4% of ASHCs  loans were to Peruvian
 companies,  13.6% were to  companies  in Bolivia,  an  additional  1.8% were to
companies in the United States and the remainder were to borrowers in Latin American
countries other than Perú.

Middle Market Banking

BCPs Middle  Market  Banking  division  generally  serves the same
 industries  and offers the same products as the Corporate Banking  area.  Its focus,
 however,  is on  providing  its  customers  with  working  capital  loans,  primarily
 secured by  accounts receivable.  This is accomplished by arranging  financing for
medium and long-term  investment  programs,  including  leasing  services offered through
Crédito Leasing (Credileasing), a subsidiary of BCP.

Credicorp  conducts middle market lending primarily through BCP and
Banco  Tequendama,  and, to a much lesser extent,  through ASHC. The loan portfolio of
the Middle Market Banking division of BCP, after growing  significantly  in earlier
years,  contracted from US$1.3  billion  in 1999 to  US$1.0  billion  in 2001,  but grew
to US$1.2  billion  in 2002.  Stringent  credit  quality  requirements continued  to be
 enforced  since 1998 due to adverse  economic  conditions  related to the  economic
 impact of El Niño and  adverse capital  flows  brought by the  international
 financial  crisis.  Credicorp  expects  this  sector to grow and  increase  in  relative
importance as the Peruvian economy grows.

Despite  decreased  loan  quality in the  sector,  Credicorp  sees
 significant  opportunities  in  lending  to middle  market businesses,  particularly  in
Perús  agriculture,  fishing and  construction  industries,  where special  emphasis has
been placed and specific task units have been created to attend to the needs of these
economic groups.

BCPs medium-term  financing  products,  which include structured
loans,  project financing and syndicated  transactions,  are designed to  accommodate
 specific  clients  needs.  Through these  products,  BCP has been an active lender and
financial  advisor to Perús  mining,  technology  and energy  sectors.  In addition  to
its  regular  sources of funds,  BCP is an  intermediary  in several medium-term  credit
lines for project  financings in certain  sectors for  Corporación  Financiera de
Desarrollo  (Development  Finance Corporation  or  COFIDE)  and such  international
 financial  institutions  as  Corporación  Andina de  Fomento  (Andean  Development
Corporation or CAF), the International Finance Corporation (IFC) and the
Inter-American Development Bank.

Credicorp  performs  its leasing  operations  either  directly
 through BCP or through  Credileasing.  At December  31,  2002, Credicorps  leasing
 operations  totaled  US$405.2  million,  52.8% of which were recorded on the books of
 Credileasing.  BCPs lease finance  business is currently  estimated to be the largest
in Perú, with a market share of  approximately  42.6% at December 31, 2002. The principal
 means of financing for  Credileasing  is through the issuance of specific  leasing
 bonds,  of which a total of S/.562.2 million  (US$160.0  million) were  outstanding as
of December 31, 2002.  Management  estimates that  Credileasings  market share among
specialized  leasing  companies  was 38.8% at December  2002.  Leasing  customers  are
primarily  companies  engaged in  manufacturing, communications, commerce and fishing
concerns that lease such items as machinery, equipment and vehicles.

The agricultural  loan portfolio,  with a balance of approximately
 US$159.0  million,  has a professional team of specialists that provide  technical and
financial  assistance to other business units in assessing  companies with  operations in
this sector.  The unit collects and maintains an up-to-date  database of valuable
 information that permits an accurate  understanding of markets as well as  forecasting.
 It also  carries  out  feasibility  studies  and  comparative  analysis  to which
 clients  have  access.  Working in conjunction  with  organizations  that represent the
sector,  management  also offers training and specialist  consultancy  services to
companies in the agricultural sector.

At the end of 2002,  US$110.0 million of agricultural  loans were
structured under the Peruvian  government-sponsored  program of Programa de Rescate
Financiero  Agropecuario  (Agricultural  Financial Relief or RFA), which represented an
opportunity to improve the solvency of Credicorps clients and the quality of the
portfolio.

Financial  margins in the middle market  continue to be  attractive.
 Because of their size,  middle market  companies in Perúgenerally do not have access to
the local or  international  capital  markets or to credit from foreign banks.  In
addition,  Credicorp believes that middle market companies have benefited  significantly
 from the overall  economic  improvements in Perú over the past few years.  Loan quality
 problems have been addressed  through  procedures and  organizational  changes that have
focused on improving the loan approval and credit-risk assessment processes. See (iii)
Credit Policy and Review.

International Trade Finance

BCPs  international  trade finance operations are focused primarily
on providing  short-term credit for international  trade, funded with  internal
 resources  or with credit lines from  foreign  banks and  institutions.  Medium-term
 lines of credit  funded by international  commercial banks and other countries  governmental
 institutions are also provided.  In addition,  BCPs  International Trade  Finance area
earns fees by providing  customers  with  letters of credit or  international
 collections  and  providing  foreign exchange  services to clients.  The  International
 Trade  Finance area also promotes  international  trade  activities by  structuring
Peruvian overseas commercial missions and introducing Peruvian businesses to potential
foreign clients and vice versa.

In 2002,  Peruvian  exports  increased 8.2% from US$7.1 billion to
US$7.7  billion,  principally  due to increased  exports of mining products.  During the
same year, BCPs export facilities volume increased 11.1% to  US$2.9 billion,  amounting
to 38.1% of total Peruvian  exports (37.6% in 2001).  Total Peruvian  imports were US$7.4
billion in 2002,  increasing  3.2% from US$7.2 billion in 2001, principally  due to
higher demand for consumer  goods and raw materials.  BCPs import  facilities  volume in
2002 was  US$1.5 billion, representing a 14.5% increase from 2001 and 19.5% of total
imports (17.3% in 2001).

BCP has a large network of foreign  correspondent  banks and a
direct  presence abroad through an agency in Miami, a branch in Panama and
 representative  offices in Colombia and Chile,  offering  several  internationally
 competitive  products to its customers. ASHCs trade finance  activities are conducted
by its Corporate  Banking  division.  ASHC has  concentrated its extensions of credit on
short-term trade transactions with Latin American countries other than Perú.

BCP carries out business with more than 1,000 correspondent banks,
development  organizations,  multilateral financial bodies, and foreign  government
 export  promotion  agencies.  BCP has  available  credit lines of more than US$1.6
 billion for foreign  trade operations,  financing of working capital and medium and
long-term investment  projects.  During 2002, BCP had a significant surplus of liquidity
which caused a very low use of foreign lines of credit.

Corporate Finance

BCPs Corporate  Finance area provides a wide range of underwriting
and financial  advisory  services to corporate clients and middle market  businesses  and
has a leading  position in the local  market.  The Corporate  Finance area was
 incorporated  into BCPs Wholesale  Banking  division  in the first  quarter of 1996 in
order to  enhance  its  effectiveness  as the  demands of Perús  larger corporations
move away from loan-based  operations toward capital markets-based  operations.  This
area focuses its transactions in the capital markets,  primarily debt and equity issues,
project financing,  corporate financing,  financial  restructurings and mergers and
acquisitions.

In 2002, BCPs share of the market for structuring  fixed-income
 instruments rose to 44% from 35% the previous year,  despite the market-wide decrease of
26% in these transactions.  In 2002, the Corporate Finance area placed corporate bonds,
 securitized bonds, financial leasing and short-term  instruments for a total
 transaction  volume of US$364 million.  Among the most important  placements of
instruments of long-term debt was the Second Issue of the First Bond Program of Southern
Perú Copper  Corporation  for US$26 million in February  2002;  the Second Issue of
 Investment  Bonds of  Centenario  for US$18  million in October 2002 and the  placement
of the Second Issue of Yura Bonds for US$10 million in December 2002.

BCP made  significant  strides in the market for  short-term
 instruments  during  2002.  Issues in this area  totaled  US$182 million,  representing
a 45% market share in such issues.  Among debt paper issued was commercial debt for
Alicorp,  Ferreyros,  Palmas del Espino,  Quimpac and Ransa and  certificates of deposit
for Solucíon.  The Program of Short-Term  Instruments for Palmas del Espino for US$5
million represents the first program of debt issues registered in the Peruvian market for
an agro-industrial company.

In operations  related to project financing and structured loans,
 BCPs Corporate Finance area structured  transactions worth a total of US$357  million
and  participated  in an additional  US$264 million of projects.  Significant  syndicated
 loan  structuring projects  included the  financing of the Mega Plaza  Shopping  Center
for US$15  million and the  financing of the Bolivian  Empresa de Generacíon  Eléctrica
Guarachi for US$17 million and the  co-structuring of the financings for electricity
 generation and transmission companies such as the Red de Energia de Perú for US$70
million and Enersur for US$100 million,  as well as funding  important  Peruvian
companies in different  sectors such as mining,  food and oil. The Corporate  Finance
area also structured  transactions  for companies from other countries such as Quilmes
for US$30 million and Trafigura Beheer BV for US$36 million.  In 2002, the Corporate
 Finance area also started structuring  combined short and medium-term  transactions such
as the Inversiones  Centenario project worth US$33 million, of which US$18 million
corresponded to the short-term tranche and US$15 million to the medium-term tranche.

Additionally,  BCPs Corporate Finance area offered financial
 consultancy services focused on restructuring debt,  appraisals and evaluations of
payment  capacity for companies from several sectors,  such as paper,  manufacturing,
 sugar,  food, real estate and construction.

Business Finance

The Business  Finance area  specializes  in funding  investment
 projects,  focusing its efforts on  developing  the financial leasing business.  Thus,
its principal activity is to structure,  negotiate and disburse funds for leasing
operations.  It also carries out medium-term operations, principally for small and
medium-sized companies.

2002 was a difficult year for the  development of investments  due
to the  complicated  national and  international  scenario, which halted or delayed many
 projects,  generating a  significant  contraction  in the market during the year.
 Additionally,  BCP was affected by the  co-existence of two tax systems  applicable to
leasing  operations,  owing to the fact that certain banks were turning over the
advantages of their tax stability  contracts to their customers,  which allowed for the
management of tax expense flows, while BCP did not have that benefit. Changes in
legislation dictate that starting in 2003, the tax treatment would be uniformly applied.

During 2002,  consolidated  loan  disbursements  were US$85 million,
 with a balance at the end of the year of US$336 million. Income from fees reached US$1.6
million,  doubling the results of the previous year. Credicorp  maintained  leadership in
the financial leasing market, with a market share of 26% as of November 2002.

Business Services

This unit is responsible for both the development and marketing of
 transactional,  or cash  management,  services for BCPs corporate  and  institutional
 clients.  Services  offered are aimed at  strengthening  ties with clients,  assuring
 their loyalty and reciprocity in the business carried out with BCP, as well as reducing
costs using electronic channels and increasing fee income.

In 2002, the number of companies using the Electronic  Factoring
 system  increased by 80%, which led to growth of 272% in the volume  transacted  using
this service.  The services of Collection of Trade Bills and Transfers of Funds increased
their fee income by 16% and 21%,  respectively.  Likewise,  the number of customers
 affiliated with the electronic  banking service  Telecrédito rose by 26%,  which
 represented  an increase in the volume of payments to suppliers  and payment of salaries
via  Telecrédito  of 49% and 30%, respectively.  More than 1,800 companies  transferred
their Compensación por Tiempo de Servicio (CTS) pension payments (deposits that
employers must make by law on behalf of their employees as severance  contributions)  to
electronic  media,  and fee income through the Collections Service rose by 35%.

During the year Telecrédito added to its many functions  advising,
 subscribing to and recovering  investments.  Additionally, BCP installed the service of
payment to third  parties  through a direct link between  companies  central  computer
 systems and BCPs system.  The  Collection  Service  Management  Information  System was
created and made  available on Internet.  This service  provides information about
historic behavior and consolidated recovery information to facilitate better decision
making.

In 2002, BCP continued its efforts to gain access to the best
practices in the  transactional  business in other  countries by using an  international
 consultancy  and  carrying out visits to 15 of the  principal  banks in Chile,  Colombia
 and Brazil,  seeking information about products, services and commercial planning.

(ii)    Retail Banking

Credicorps  retail  banking  activities  are conducted by BCP and,
to a much lesser  extent,  by BCB in Bolivia,  and,  since January 1997, by Banco
 Tequendama in Colombia.  After several years of  significant  growth,  lending by BCPs
retail units  decreased during  1999,  2000 and  again in 2001,  but grew in 2002
 particularly  in  loans  to  small  businesses  and home  mortgages.  Retail
banking-related  loans accounted for  approximately  30.3% of BCPs total loans at the
end of 2002 versus 27.4% and 28.0% at the end of 2000 and 2001,  respectively.  With the
 segmentation of its retail client base, BCP is able to focus on the  cross-selling of
products and improving  per-client  profitability.  Credicorp expects the Retail Banking
 businesses to be one of the principal growth areas for BCPs lending activities.

At BCP, Retail banking  operations are divided into two divisions,
 Service Banking and Personal Banking,  the latter of which is further  subdivided into
Exclusive  Banking,  Business  Banking,  Consumer Banking and  Institutional  Banking.
 The Service Banking division carries out personal loan  authorization  and collection
and has invested  substantially  during the past few years to improve delivery  channels
in order to provide  better quality and more efficient  service.  It is also  responsible
 for the  development  and sales of  third-party  processing  services that  generate fee
income from  transactions  and mass  processing to meet the needs of our clients.
         The Exclusive  Banking area  principally  serves a select number of high-income
 customers with the most  profitable  personal accounts and  specializes  in offering
 personalized  service.  Consumer  Banking is in charge of servicing  BCPs  traditional
 retail client base,  and is also in charge of mortgage  lending and credit cards.
 Business  Banking  manages small  business  banking,  which targets  companies  with
 annual  revenue of less than  US$750,000,  and  personal  banking,  which  targets
 middle  and  upper-income individuals.  Small business banking provides primarily sales
and inventory  financing and working capital loans,  complemented by cash credits through
overdrafts.  Institutional Banking focuses principally on serving non-profit
 organizations,  state-owned companies and other major institutions.

Each of the units offer clients diverse credit alternatives,
 transactional  services and deposits.  Products include Visa and American Express credit
cards,  mortgage loans, car loans, consumer credits,  credits for small and medium-sized
 companies and payroll payment services,  in addition to different types of deposits.
 The sale of processing services is offered through  Servicorp,  which is the brand
name of Soluciones  en  Procesamiento  S.A., a  99.98%owned  subsidiary  of  Inversiones
 Crédito.  Servicorps  lines of business include the sale of processing solutions to
third parties to increase the use of available capacity in distribution channels.

In 2002,  the Bank held a market  share in Visa card  billings of
36.7% of Perús total as a result of a strategy to penetrate segments of mass
 consumption.  Additionally,  the loyalty  program  Travel was  maintained for the high
end segment of credit cards. Campaigns were carried out for clients of Consumer  Banking
and Exclusive  Banking  encouraging the use of the debit card Credimás as a means of
payment.  Annual  Credimás  billing  reached  US$141  million in 2002,  which
 represented  a rise of 13% with  regards to the previous year.

Exclusive Banking

Exclusive  Banking is BCPs  private  banking area,  and manages a
select  number of  individual  customers who are key to BCP because of the high volume of
loan and deposit business they generate, and their attractive profitability.

In 2002,  this  unit  continued  to  retain  and  increase  ties
with its  customers,  as well as to add new  ones,  for which sophisticated  commercial
 plans were developed.  This segment has 48,000  customers,  with total deposits of
US$936 million and US$317 million in loans.  Belonging to this segment gives  customers
the advantage of  preferential  interest rates for loans and deposits and personalized
service through an assigned official.

During the year, as a savings  alternative  for retail banking
 customers,  BCP encouraged  investment in mutual funds. At the end of the year,  BCP was
managing  US$426 million in mutual funds on behalf of these  customers,  up from US$229
million at the end of 2001.

Small Business Lending

Small business  lending is the largest  segment within BCPs
 Personal  Banking  operations and is carried out by the Business Banking area.  This
area,  which serves 32,000  corporate and individual  customers whose annual sales are
each less than US$1 million, encountered  increased loan quality problems during 1998 and
1999.  During 2000 and 2001, loans to this segment  contracted  because of decreased
demand for small business  products and services due to the poor development of the
Peruvian  economy.  In particular,  lower consumer  demand  negatively  affected this
segments  loan quality and loan growth.  After several years of continuous  growth,
 loans decreased  19.4% in 1999,  again 17.7% in 2000,  and a further 11.9% in 2001,  but
grew 38.4% in 2002 reaching  US$493  million at year end.

Business Banking has divided its clients into different areas:
 Small  Businesses,  with annual sales of less than US$300,000; and Consolidated
 Businesses,  which have sales between  US$300,000 and US$1 million in a year. These
businesses  benefit from products specially  designed for their needs,  such as the Cash
Credit for Businesses,  a revolving credit line repaid in quotas, as well as the usual
credit products: discounted notes, letters of credit, guarantees and stand-by credits.

One of the most  significant  achievements  of the Business  Banking
 area in 2002 was the granting of US$66  million of loans through the Effective Business
Credit product, representing a 77% increase in the balance of these types of loans.

Mortgage Lending

BCP was the  largest  mortgage  lender in Perú with a market  share
of 24% of total  mortgage  loans in the  Peruvian  banking system as of December  31,
 2002.  This was to a large  extent the result of  campaigns  aimed at clients  with the
highest  demand for these types of loans and improvements in the quality of procedures
followed in extending credit and establishing guarantees.

Credicorp  expects BCPs  mortgage  lending  business to continue to
grow given the low levels of penetration in the financial market,  the increasing  demand
for housing,  the availability of funds for the Peruvian  governments  MiVivienda
 low-income  housing program,  and the current  economic  outlook for controlled
 inflation and renewed gross domestic  product  (GDP) growth in Perú. BCP had US$519.4
 million of outstanding  mortgage loans at December 31, 2002 compared to US$362.6
 million at the end of 2001, an increase due in part to the inclusion of BSCH-Perú mortgage
loans.

Mortgage  financing is available only to customers  with minimum
 monthly income in excess of US$900 and of US$400 in the case of the  MiVivienda
 program.  The MiVivienda  program,  however,  limits the value of the house to be
purchased to US$30,000.  BCP will finance up to 75% of the appraised  value of a property
where monthly  mortgage  payments do not exceed 30% of the clients  stable net income.
 The maximum maturity of the mortgage loans BCP offers is 25 years.  Within the mortgage
lending business,  BCP offers variable and fixed interest rates on home mortgage loans
denominated in both U.S. Dollars and Nuevos Soles;  however,  BCPs mortgage  portfolio
is almost exclusively variable rate and U.S. Dollar-denominated.

Credit Cards

The market for credit cards in Perú has grown  significantly as
improving  economic  conditions have led to increased consumer spending,  with credit
cards increasingly  being seen as a convenient way to make payments.  BCP expects strong
demand for credit cards to  continue.  In addition to  interest  income,  BCP derives fee
income from  customer  application  and  maintenance  fees,  retailer transaction fees,
merchant processing fees and finance and penalty charges on credit cards.

The number of active credit cards issued by BCP increased  from
28,840 as of December 31, 1990 to 136,000 in 2000,  158,000 in 2001, and to 186,000 at
year-end  2002. In 1998,  Solución  purchased a credit card loan  portfolio  allowing it
to launch this line of business  which  included  approximately  14,000  cards in  2002.
 BCB  issues  credit  cards  in  Bolivia  with  approximately  20,000 outstanding.
 BSCH-Perú had approximately 30,000 outstanding credit cards prior to its merger.

BCPs credit cards are primarily and have been  historically  issued
through Visa, but in May 2000 BCP began offering American Express  cards.  BCP estimates
 that its credit cards  account for almost 45% of the credit cards issued by the banking
 system in Perúas of December 31, 2002.  The  estimated  total  number of credit  cards
issued in Perú as of December 31, 2002 was  approximately  1.5 million, of which
approximately 62% were issued by non-banking entities or department stores.

In 1997,  VISANET was established to process  transactions
 involving  credit and debit card  transactions  and to widen their acceptance,  with the
participation of major local banks and Visa  International.  BCP is the largest
 shareholder of VISANET,  holding approximately 36% of total shares. In 1997, the number
of electronic  payment  terminals was approximately  1,500,  increasing to 8,415 as of
December  2001,  and further to 11,645 at December  2002.  At the end of 2002 the number
of Visa cards issued in Perú,  including credit and debit cards,  stood at approximately
2.7 million,  while the number of transactions  processed during the year grew 13.3% to
23.2 million, and purchases grew 10.2% to US$742 million.

BCPs total  credit card  billings  during 2002 were  S/.1,107.7
 million  (US$315.2  million),  and the credit  balance as of December 31, 2002 was
S/.528.7  million  (US$150.5  million),  representing  3.4% of total loans. In 2002,  BCPs
market share of total purchases  made with Visa credit cards was 36.7%,  compared to
39.4% in 2001.  These  numbers  reflect  BCPs  strategy of seeking more widespread  use
of the cards at the lower end of the  consumer  market.  As part of this  strategy,
 financing  with fixed  installment payments  using the Visa credit card has been
 offered  since the last  quarter of 2001.  As of December  31,  2002,  BCPs credit card
portfolio  had balances  past due of  approximately  4.4%.  BCP is taking steps to
improve its card  approval and  collection  process. These measures  include  issuing
cards only to persons with stable net monthly  incomes above US$400 and developing
 better methods for verifying applicants  information and credit history.  Additionally,
 BCP has developed a mathematical scoring system to better assess the  risk-reward
 variables  associated  with consumer  lending.  In the segment of clients who do not
regularly  have access to credit cards,  campaigns  were launched to increase the use of
the Credimás  debit card as a form of payment.  This resulted in a year-on-year increase
of 13% in the use of this card, with total billings of US$141 million.  See -- (iii)
Credit Policy and Review.

Consumer Finance

Credicorp  operates  Solución,  a mass consumer  finance entity
 100%-owned by BCP since its purchase in March 2003 of the 45% equity  stake held by BCI.
 Financiera  de  Crédito  del Perú,  formerly a 99.99%  owned  subsidiary  of BCP,  was
used as a vehicle to establish Solución in 1996, with BCP holding a 55% share and BCI a
45% share.

Solución  offers lending  products  through  direct sales calls and
through its own branches,  as well as through BCPs branch network.  During 2002,  due to
measures  aimed at raising loan volumes  while  pursuing a prudent  credit risk policy,
 it maintained a growth trend in its portfolio.  It increased its total loan portfolio
from S/.242.6 million  (US$69.0  million) on December 31, 2001 to S/.284.5 million
(US$81.0  million) a year later. The consumer credit portfolio  totaled S/.65.6 million
(US$18.7  million) in 2001 and S/.57.2 million (US$16.3  million) in 2002, while that of
 micro-businesses  went from S/.163.6  million  (US$46.6million)  to S/.213.1 million
(US$60.7 million), respectively.

These  increases were driven by measures such as the  strengthening
 of sales channels with an increase in the number of sales staff which drove the
 headcount  from 1,497 to 1,543 in 2002,  as well as training  and  incentive  programs.
 Likewise the network of branches went from 31 to 33, while customer coverage and service
improved.

Institutional Banking

The  Institutional  Banking  area,  which  serves  non-profit
 organizations,  whether  public or  private,  deals  with 1,830 institutions, including
state entities, international bodies and non-governmental organizations.

This area is strategically  important because of the business
 potential that these clients  represent,  with their demand for diverse  products and
services,  and the  opportunities  they present for generating  income from fees and
 cross-selling  of services. These clients are  principally  users of  transactional
 products and require  consultancy  for investment  management.  Their deposits reached
US$614 million at the end of 2002, while managed funds reached US$92 million.

(iii)    Credit Policy and Review

Credicorp  applies  uniform  credit  policies and approval and
review  procedures,  which are based on  conservative  criteria adopted by BCP, to all of
its  subsidiaries.  Credicorps  General  Manager is in charge of setting the general
credit policies for the different  business  areas of Credicorp.  These policies are set
within the guidelines  established by Peruvian  financial  sector laws and SBS
regulations (see --11. Supervision and Regulation(ii) BCP), and the guidelines set
forth by Credicorps Board of Directors.

The credit  approval  process is based primarily on an evaluation of
the borrowers  repayment  capacity and on commercial and banking  references.  A
corporate  borrowers  repayment  capacity is determined by analyzing the  historical
 and projected  financial condition  of the  company  and of the  industry  in which it
 operates.  An analysis  of the  companys  current  management,  banking references and
past experiences in similar  transactions as well as the collateral to be provided,  are
other important  factors in the credit approval process.  For BCPs individual
 borrowers,  the information that is presented by the prospective  borrower is evaluated
by a credit officer and the application is passed through a scoring program for approval
by a centralized credit unit.

During 1997,  BCP  initiated a series of changes in the credit
 approval,  risk control and recovery  procedures of the middle market and small business
units.  Credit risk analysis  responsibilities  were  transferred from the business units
to a central credit risk division.  Final implementation of these changes took place
through mid-1998.

Success in the small  business  and  personal  lending  areas
 depends  largely on BCPs  ability  to obtain  reliable  credit information  about
 prospective  borrowers.  In this regard,  BCP,  together with several  partners,  formed
a credit research  company called Infocorp in  November 1995.  In addition,  the SBS has
expanded its credit exposure  database service to cover all businesses or individuals
with any amount borrowed from a Peruvian financial  institution,  including  information
on the loan risk category in which the borrowers are classified. Formerly the coverage
began when the credit risk exposure exceeded S/.13,558 (US$3,900).

Credicorp  has a strictly  enforced  policy  with  respect to the
 lending  authority  of its loan  officers  and has in place procedures to ensure that
these limits have been adhered to before a loan is disbursed.  Under BCPs new credit
approval  process,  the lending  authority for middle market and small business loans has
been centralized into a specialized  credit risk analysis unit, whose officers have been
granted  lending  limits,  thus  allowing  middle market and small  business loan
officers to  concentrate  on their client  relations.  To ensure that loan officers and
credit analysis  officers are complying with their lending  authority,  the credit
department and BCPs internal auditors consistently examine credit approvals.

The following  table briefly  summarizes  BCPs policy on lending
limits for loan officers and credit risk analysis  officers. Requests  for credit
 facilities  in excess of the limits set forth  below are  reviewed  by  Credicorps
 General  Manager,  Executive Committee or, if the amount of the proposed facility is
sufficiently large, the Board of Directors.

|                                                                   | Wholesale      | Personal and Small Business
|------------------------------------------------------------------ | -------------- | ---------------------------
|                                                                   | (U.S. Dollars)
|Loans supported by liquid collateral or not exceeding two years(1)
|Loan Officer and Credit Analysis Officer                           | US$ 210,000    | US$ 50,000                 
|Chief Lending and Chief Credit Analysis Officer                    | 1,500,000      | 100,000                    
|Area Manager                                                       | 1,950,000      | 400,000                    
|Senior Credit Officer                                              | 4,500,000      | 1,000,000                  
|                                                                  
|Loans supported by other collateral or exceeding two years(2)     
|Loan Officer and Credit Analysis Officer                           | 70,000         | -.-                        
|Chief Lending and Chief Credit Analysis Officer                    | 500,000        | 50,000                     
|Area Manager                                                       | 650,000        | 200,000                    
|Senior Credit Officer                                              | 1,500,000      | 400,000                    

|(1) | Liquid collateral includes cash deposits, stand-by letters of credit, securities or other liquid assets with market price and accepted drafts.                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Other collateral includes securities with no market value, non-accepted drafts, real estate, mortgages, security interests on equipment or crops, and assets involved in leasing operations.

Credicorp  believes that an important  factor for  maintaining the
quality of its loan portfolio is the selection and training of its loan  officers.
 Credicorp  requires  loan officers to have degrees in economics,  accounting  or
business  administration  from competitive  local or foreign  universities.  In addition,
 the training  program  consists of a six-month  rotation through all of the
business-related  areas of Credicorp and the credit risk analysis  area.  After the
training  period is over,  trainees are assigned as assistants  to loan  officers  for a
period of at least one year  before  they can be promoted to loan  officers.  Loan
 officers  also receive  additional  training  throughout  their careers at Credicorp.
 Laterally  hired  officers are generally  required to have held previous positions as
loan officers.

In general,  Credicorp is a secured lender. As of December 31,
 2002,  approximately  US$2.2 billion of the loan portfolio and contingent   credits
  were   secured   by   preferred   collateral.   See   12. Selected   Statistical
   Information(iii)   Loan PortfolioClassification  of the Loan  Portfolio.  Liquid
 collateral  is a small  portion of the total  collateral.  In  general,  if Credicorp
 requires  collateral for the extension of credit, it requires  collateral valued at
between 10% and 50% above the facilities granted.  The  appraisal  of illiquid
 collateral,  in  particular  real estate  assets,  machinery  and  equipment,  is
 performed  by independent  experts when required for specific  reasons.  BCPs policy
 generally is to require that the  appraised  value of illiquid collateral  exceed the
loan  amount by at least 20%.  In cases  where a borrower  encounters  difficulties,
 Credicorp  seeks to obtain additional collateral.

The  existence  of  collateral  does not affect the loan
 classification  process  according  to  regulations  in effect as of December  1998.
 Pursuant  to the Ley  General del Sistema  Financiero  y del Sistema de Seguros y Orgánica
de la  Superintendencia  de Banca y Seguros (the General Law of the Financial System,
 the Insurance System and Organic Law of the  Superintendency  of Banking and Insurance,
 or Law 26702),  secured loans, or the portion  thereof  covered by collateral,
 classified in Class B, C, or D risk categories  have a lower loan loss  provision
 requirement.  If a borrower is  classified as  substandard  or below,  then  Credicorps
entire   credit   exposure  to  that   borrower  is  so   classified.   See  12.
  Selected   Statistical   Information   (iii) Loan PortfolioClassification of the Loan
Portfolio.

Credicorp  conducts  unannounced  internal  audits as well as an
 annual  audit by  external  auditors,  consistent  with bank regulatory practice in the
respective jurisdictions in which it operates.

ASHCs  policy is to provide  funding to customers on the basis of
approved  lines of credit.  ASHCs Credit  Committee  meets weekly to discuss  the entire
 credit risk  inherent in the risk  portfolio,  composed by loans and trading
 securities,  and to review facilities  approved by the  committee  charged with
 overseeing  extensions of credit by ASHCs  Panama  branch.  ASHCs loan officers
operate within  established  credit limits ranging from US$50,000 to US$500,000.
 Regardless of whether an approved facility exists for a client, any transaction in
excess of US$500,000  requires the approval of senior management.  In addition,  all
credit extensions are monitored by ASHCs  General  Manager and reviewed and  approved
 quarterly in their  entirety by the Credit  Committee of the Board of Directors of ASHC.

(iv)    Deposits

Credicorps  deposit-taking  operations  are managed by BCPs
 Consumer  Banking and  Personal  Banking  divisions  and ASHCs Private Banking
division.  See --12. Selected Statistical Information(iv) Deposits.

The main objective of BCPs retail banking  operations has
historically  been to develop a diversified and stable deposit base in order to provide a
low cost  source of funding.  This  deposit  base has  traditionally  been one of BCPs
 greatest  strengths.  At December 31, 2002,  BCPs  deposits  amounted to S/.20.6
 billion  (US$5.9  billion),  19.1% over the December  2001  balance.  BCP has
historically relied on the more traditional,  low cost deposit sources such as demand
deposits,  savings and CTS deposits.  At December 31, 2002, these core deposits
 represented  61.3% of BCPs total deposits.  BCPs extensive  network of offices
 facilitates  access to this type of stable and low cost  source of  funding.  At the
same time,  market  conditions  led to  continued  excess  liquid  funds. Additionally,
 BCPs corporate  clients are an important  source of funding for BCP. As of December 31,
2002,  BCPs Wholesale  Banking division  accounted for  approximately  19.8% of total
deposits,  of which 43.4% were demand  deposits,  52.3% time deposits,  and 5.9% savings.
Of all deposits from BCPs Wholesale Banking division,  most (62.8%) were foreign
 currency-denominated  (almost entirely U.S. Dollars) and the balance (37.2%) were Nuevo
Sol-denominated.

ASHCs  Private  Banking  divisions  clients  have  traditionally
 provided a stable  funding  source  for ASHC,  as many are long-time  clients  who
 maintain  their  deposits  with ASHC.  As of  December  31,  2002,  ASHC had
 approximately  3,000  customers. Currently,  about 95% of ASHCs  private  banking
 clients  are  Peruvian.  In the  future,  the Private  Banking  division  intends to
diversify its customer base  geographically.  During 2002,  ASHCs core deposit base
decreased  US$11.3 million to US$544.3  million as of December 31, 2002.

All  Credicorp  subsidiaries  have  programs  in place to comply
 with the know your  customer  regulations  in place in the countries in which they
operate.  Perú has long-standing laws  criminalizing  money laundering  activities,  and
such laws were further strengthened in 1996 with the adoption of Law 26702,  which
 incorporated the guidelines of the Organization of American States (OAS) directly into
 Peruvian law.  Under Law 26702,  the SBS has the authority to request  detailed  reports
with respect to the movement of funds and the  identity  of  depositors.  According  to
 recently  enacted  regulations,  financial  institutions  must adopt  internal
mechanisms,  special  personnel  training  programs and procedures to detect and report
unusual or suspicious  transactions  as defined therein.  In addition to the  provisions
 under Peruvian law, BCP  established  an internal know your customer  policy in 1995.
As an additional  precaution,  ASHC will open accounts only for  individuals or entities
that are  recommended by senior  officers of ASHC or BCP.  See (iii) Credit Policy and
Review.

4. Investment Banking

Credicorps investment banking businesses include:

| | trading and brokerage services;                    
|- | ---------------------------------------------------
| 
| | treasury, foreign exchange and proprietary trading;
| 
| | asset management;                                  
| 
| | trust, custody and securitization services; and    
| 
| | investments by PPS.                                

BCP has the  largest  capital  markets/brokerage  distribution
 system  in Perú,  offering  such  services  through  14 of its branches,  all of which
are interconnected  with its brokerage  subsidiary and have access to current market
 information.  Trading and brokerage services are relatively new in Perú;  however,
 management  estimates that, with the expected growth and restructuring of the Peruvian
 business  sector,  the market for these  services  will  increase  significantly.  The
 majority of  Credicorps  trading and brokerage  activities  are  conducted  through
BCP, ASHC and,  since  January  2003,  through  Credicorp  Securities  Inc.  (Credicorp
Securities),  a wholly-owned  subsidiary of Credicorp.  Credicorp  Securities is a U.S.
 registered  broker-dealer with its offices in Miami.  In 2002, ASHC closed its agency in
Miami, and BCP opened its own agency in Miami.

(i)     Trading and Brokerage Services

The majority of  Credicorps  trading and brokerage  activities are
conducted  primarily  through BCP and, to a lesser extent, through ASHC and Credicorp
Securities.

BCPs subsidiary,  Credibolsa Sociedad Agente de Bolsa S.A.  (Credibolsa),
 is the leading brokerage house on the Lima Stock Exchange.  During 2002,  Credibolsa had
a total trading volume of US$1.4 billion,  decreasing  from US$1.8 billion in 2001.
 Credibolsa had 18% of the total trading  volume in variable  return  instruments  and
31% of the volume in trading of fixed income  instruments on the Lima Stock Exchange in
2002.  Credibolsas trading volume was generated by domestic customers,  both retail and
institutional,  and by foreign  institutional  clients as well as by Credicorps
 proprietary  trading.  In an environment  of low  profitability  and high competition,
 over the past few years Credibolsa has been able to increase its  profitability  by
expanding its sources of revenue.  In addition to providing basic brokerage  services,
 Credibolsa serves as a local market advisor for specialized stock market transactions
and is one of the principal  agents in the equity  offerings of recently  privatized
 companies in Perú.  Credibolsa  was second in the Commodities  Market with a traded
volume of US$27.3  million in 2002.  See 3.  Commercial  Banking--(i) Wholesale
 Banking--Corporate Finance.

(ii)     Treasury, Foreign Exchange and Proprietary Trading

BCPs  treasury and foreign  exchange  groups are active
 participants  in money market and foreign  exchange  trading.  These groups manage BCPs
foreign  exchange  positions  and reserves and are also involved in analyzing  liquidity
and other  asset/liability matters.  The trading desk plays an important role in
short-term  money markets in Nuevos Soles and in foreign  currencies and has been active
in the auctions of certificates of deposit by Perús Central Bank and in financings
through  certificates of deposit,  interbank transactions and guaranteed  negotiable
notes,  among other  instruments.  Its foreign exchange  transaction volume was US$14.9
billion in 2002,  increasing from US$13.3 billion in 2001, while its foreign exchange
trading services market share was  approximately 24% (20% in 2001).

BCPs  proprietary  trading  consists of trading and  short-term
 investments  in  securities,  which are  primarily  Peruvian instruments.  These
 short-term  investments  are  primarily  made to  facilitate  its corporate  finance
 efforts.  This has become an increasingly important part of BCPs business, as BCP seeks
returns on excess liquidity pending improved lending conditions.

ASHC trades on its own account primarily by making medium-term
 investments in fixed income securities,  equity securities and sovereign debt. The
portfolio  includes  investment grade and  non-investment  grade debt securities of U.S.
public companies and, to a much lesser extent,  private U.S. debt and equity  issues.
 Such  securities are subject to substantial  volatility and there can be no assurance as
to their future  performance.  As of December 31, 2002, ASHC had  approximately  US$299.6
 million invested in these types of securities.  ASHC  generally  utilizes its own funds
for these  activities  rather than  borrowings or deposits.  ASHC also holds an equity
 investment  in Credicorp  and an affiliate  with a fair value of  approximately  US$97.7
 million at December 31, 2002 (US$90.9 million at December 31, 2001). ASHCs investment
 portfolio,  as well as future purchases,  sales,  overall investment strategy and the
general  profile of the trading  portfolio are reviewed on a monthly basis by an
 investment  committee  comprised of members of Senior Management.  Quarterly,  the Board
of Directors of ASHC review and approve  exposure  limits for  countries  with  transfer
 risk.  The credit risk by counterparty is evaluated on a consolidated  basis,  including
 direct and indirect risk, such as interbank  placements, loans, commitments, guarantees
received, and trading securities purchased in the secondary market.

(iii)    Asset Management

Credicorps asset management business is carried out by BCP in Perú and
to a lesser extent in Bolivia, and by ASHC.

In June 1994, BCP created  Credifondo S.A.,  Sociedad
 Administradora de Fondos Mutuos de Inversión en Valores  (Credifondo) to establish,
 provide  advice to and operate  mutual funds in Perú. In 2002 it continued to be the
largest mutual fund manager in Perúwith  38.4% of the  market at  year-end,  increasing
 from  33.0% in 2001.  BCP also  managed an  additional  13.2%  market  share from
BSCH-Perús  fund  administrator.  At December  2002,  total  Peruvian  funds in the
mutual  funds system  amounted to US$1.5  billion, increasing  27% from US$1.2  billion
in 2001.  During 2001 and 2002,  volumes  grew in part due to decreased  interest  paid
on banking deposits.

As of December 31,  2002,  Credifondo managed twelve separate funds,
with a total of 28,154 participants,  of which seven were transferred from  BSCH-Perús
fund  administrator.  Among the securities in which the different funds  specialize are:
 equities,  U.S. Dollar-denominated bonds, Nuevo Sol-denominated bonds, U.S.
 Dollar-denominated  short-term securities and U.S. Dollar-denominated real estate
 securities.  As of  December 31,  2002,  the total  amount of funds  managed  by
 Credifondo  was  equal to  US$787.1  million, increasing from US$403.0 million at
December 31, 2001.

As of December 31, 2002, the Bolivian fund administrator managed a
total of US$20.6 million of third-party funds.

ASHCs Asset  Management  group,  created in 1989,  conducts  ASHCs
 management  of  third-party  funds which,  including the aggregate of third-party
 assets,  had total assets under management of US$545.3 million as of December 31, 2002,
 compared to US$422.0 million as of December 31, 2001.  This increase was principally
 due to the decline of interest rates paid on banking  deposits,  which led clients to
transfer their funds from deposits to investment  products,  and the introduction of new
products,  including outsourced mutual funds managed by specialized  fund
 administrators.  Investment  decisions for funds,  except for outsourced  funds, are
made by senior officers within ASHC, in accordance with guidelines of the Investment
Committee.

(iv)     Trust, Custody and Securitization Services

BCPs Trust and Custody  unit holds  US$4.4  billion in  securities
 for over 95,000  domestic  and foreign  clients.  Custody services  provided by BCP
include the physical keeping of securities and the payment of dividends and interest.  In
addition,  BCP acts as  paying  agent  for  securities  of which it does not keep
 custody.  BCP is one of the few  banks in Perú  qualified  to serve as a foreign
custodian for U.S. mutual funds.  Trust services include escrow,  administration and
 representation  services,  supervision of transactions  done for its clients and
transfer  settlement and payment  services for local securities  issues,  allowing
clients to be adequately  represented in their activities in the local and  international
 securities  markets.  During 2000 BCP formed La Fiduciaria S.A.  (Fiduciaria),  the
first  specialized  trust services  company in Perú, in which Credicorp holds a 45%
interest.  In its second year of existence,  Fiduciaria was hired to manage trusts for a
majority of  institutions  in the national  financial  system,  putting itself at the
 forefront of  fiduciary  services in the country.  Operations  encompassed  sectors
 including  energy,  communications, mining,  tourism,  fishing,  education and
construction.  Fiduciaria ended the year with 43 outstanding  operations and a book value
of managed equity of more than US$230 million.

(v)      Investments by PPS

PPSs  investments  are made primarily to meet its solvency equity
ratio and to provide  reserves for claims.  PPS manages its investments  under two
distinct  portfolios.  The first  portfolio is designed to match the  liabilities  of
property,  automobile  and health lines,  and the second  portfolio is designed to match
the  liabilities of life and annuities  lines.  Each portfolio is managed under the
authority of its own committee,  which reviews portfolio  strategy on a monthly basis.
 Starting in 2002, PPS has invested in foreign  markets,  emphasizing  investments in
U.S. and European  sovereign debt. PPS has adopted strict policies related to investment
decisions.  PPSs investment  strategies and portfolio  generally are reviewed and
approved  monthly by its Board of Directors.  Senior management does have investment
authority,  however,  with respect to temporary  investments using cash surpluses.  For a
discussion of PPSs investment activities, see 5. Insurance(iii) Investment Portfolio.

5. Insurance

Credicorp conducts its insurance  operations  exclusively through
PPS, which provides a broad range of insurance products.  In 2002, the six most
significant  lines together  constituted  78.0% of the total premiums written by PPS.
These are commercial  property damage (including fire,  earthquake and related coverage
but not personal injury,  tort or other liability risk),  automobile,  health, life and
pension fund  underwriting and life annuities.  PPS is the leading Peruvian  insurance
 company,  with a market share of 31.8% based on gross insurance premiums and 32.8% based
on net premiums written in 2002.

PPSs  consolidated net income for 2002 was S/.35.5 million (US$10.1
 million),  down from S/.214.1 million (US$60.9  million) in 2001.  Net profits
 decreased  mainly  because 2001 included  non-recurring  gains from the sale of a
long-term  equity  position in Peruvian brewer Backus & Johnston  (Backus)  shares.
 Operating  expenses during 2002 were 18.2% of net premiums written,  lower than 18.4% in
2001 and 19.6% in 2000.

PPSs net underwriting  results  increased 97.7% to S/.72.3 million
 (US$20.6  million) in 2002. The ratio of net underwriting results to net premiums
 increased  from 5.0% during 2001 to 8.4% in 2002,  mainly  because of increased net
premiums.  Total  premiums increased  16.7% to S/.859.1  million  (US$244.5  million)
 during 2002 from  S/.736.4  million  (US$209.6  million) in 2000.  Premiums written,
 net of reinsured premiums and of technical reserves (as defined below in (ii) Claims
and Reserves),  were S/.515.9 million (US$146.8 million) in 2002, increasing 13.0% over
2001.

PPSs business is highly  concentrated:  its client base consists of
over 16,000  companies and over 87,000  individuals,  not including  those  affiliated
 with group health  insurance  programs  through the companies by which they are
employed.  PPSs property lines are  distributed  through  agents and brokers,  while
life  insurance is sold by PPSs own sales force.  Revenues  from  policies written  for
the three  largest  and twenty  largest  customers  represented  15.0% and 30.7% of total
 premiums,  respectively,  as of December 31, 2002, and 6.1% and 17.9%,  respectively,
 as of December 31, 2001.  The ten largest  brokers  accounted for  approximately 25.2%
of total premiums as of December 31, 2002.  This  concentration  is  attributable
 primarily to the relatively low premium levels of its personal  insurance  products
compared to that of the commercial  property line (where PPS traditionally has ceded to
reinsurers substantially  all  premiums  written).  Accordingly,  although  PPS  cedes to
 reinsurers  a  substantial  portion  of its  commercial property-casualty premiums,
significant losses by one or more major customers could result in significant claims for
PPS.

El Pacífico Vida (Pacífico Vida), PPSs life insurance
 subsidiary,  is 38%-owned by a subsidiary of American  International Group (AIG).  Pacífico
Vida had total premiums of S/.236.3  million  (US$67.3  million) in 2002, 7.5% over
premiums in 2001, which in turn  increased  17.3% over 2000.  PPS expects to increase its
life  insurance  sales in Perú in the next few years and  believes  that AIGs
 participation in Pacífico Vida will provide the company with an advantage in competing
for market share, which stood at 30.9% of the  individual  life and at 26.5% of the legal
life segments in 2002. The  individual  life  insurance and the life annuities  markets
are expected to have the highest growth rates.  Credicorp,  through BCPs branch
 network,  during 2002 sold 26,000 term life insurance policies covering accident and
natural causes.

In 1999, PPS formed a new subsidiary  called Pacífico S.A. Entidad
 Prestadora de Salud (Pacífico  Salud),  a private health service  provider that offers
an alternative  to public social  security.  Pacífico Salud had total revenue of US$24.8
 million in 2002 and US$22.8 million in 2001, with net income of US$1.4 million in 2002
and a net loss of US$2.5 million in 2001.

(i)      Underwriting, Clients and Reinsurance

Underwriting  decisions for  substantially  all of PPSs  insurance
 risks are made through its central  underwriting  office, although  certain  smaller
local risks are  underwritten  at PPSs two regional  offices.  PPSs own  underwriting
 staff  inspects all larger  commercial  properties prior to the underwriting of
commercial  property or other risks related thereto with agents and brokers inspecting
properties for smaller risks.

PPS utilizes  reinsurance to limit its maximum  aggregate losses and
minimize  exposure on large risks.  Reinsurance is placed with  reinsurance  companies
 based on  evaluation  of the  financial  security of the  reinsurer,  terms of coverage
and price.  PPSs principal  reinsurers  in 2002 were  Lloyds,  New  Hampshire (an AIG
company),  Munchener  Ruck,  Zurich,  Swiss Re,  Gerling-Konzern, Kolnische Ruck, QBE Re,
Hannover AG, and SCOR.  Premiums ceded to reinsurers  represented  23.8%,  24.8% and
26.2% of premiums  written in 2000, 2001 and 2002,  respectively.  PPS acts as a
reinsurer on a very limited basis,  providing its excess reinsurance  capacity to other
Peruvian insurers who are unable to satisfy their  reinsurance  requirements.  As of
December 31, 2002,  premiums for reinsurance written by PPS totaled S/.16.1 million
(US$4.6 million).

Although PPS historically has obtained  reinsurance for a
substantial  portion of its  earthquake-related  risks and maintains catastrophe
 reserves,  there can be no assurance that a major  catastrophe  would not have a
material adverse impact on its results of operations or financial condition.

(ii)     Claims and Reserves

Net claims paid as a percent of net  premiums  written  (i.e.,  the
net loss ratio)  decreased  to 58.6% in 2002 from 63.9% in 2001 and 66.2% in 2000. The
net loss ratio from the health and medical  assistance  insurance line,  which
 represented  21.8% of total premiums in 2002,  decreased  to 85.2% from 86.2% in 2001.
 Automobile  risks,  7.1% of PPSs  premiums in 2002,  decreased to 59.5% in 2002 from
59.9% in 2001.  The  property  casualty  line,  22.6% of total  premiums in 2002,
 decreased to 15.9% from 77.9% in 2001 when losses were suffered due to the earthquake in
the south of Perú.  Marine hull insurance  claims,  4.1% of premiums,  increased to 60.3%
from 43.7% in 2001. The net loss ratio from private  pension fund  insurance,  9.2% of
total premiums in 2002,  increased from 91.4% in 2001 to 110.4% in 2002.

PPS is required by law to establish claims reserves in respect of
pending claims in its property-casualty  business,  reserves for future catastrophic
 events affecting certain of its lines of business,  reserves for future benefit
obligations under its in-force life and accident  insurance  policies,  and unearned
premium reserves in respect of that portion of premiums written that is allocable to the
unexpired portion of the related policy periods (collectively, Technical Reserves).

PPS  establishes  claims  reserves  with  respect  to claims  that
have been  reported  and for which loss  amounts  have been estimated.  Pursuant to SBS
regulations,  such reserves are reflected as liabilities in PPSs financial statements,
 net of any related reinsurance  recoverables.  Peruvian law requires the  establishment
 of reserves for incurred but not reported  (IBNR)  claims,  and recently  adopted SBS
regulations  that require gradual  additional  reserves  through  December 31, 2002. As
of December 31, 2002, PPS had provisioned the required additional IBNR reserves amounting
to US$4.1 million in its statutory  consolidated  financial  statements (US$3.6  million
at December  31,  2001).  Pursuant to internal  policies,  however,  PPS sets aside
 approximately  35% of its monthly health insurance premiums as IBNR reserves.  Peruvian
law does not require reserves for estimated claims expenses.

Pursuant to SBS regulations,  PPS establishes  pre-event reserves
for catastrophic  risks with respect to earthquake  coverage in the commercial  property,
 business  interruption,  and engineering lines. As of December 31, 2002,  established
 reserves of US$7.2 million were 100% of the amount  required by the  regulations,
 compared to US$4.8 million and 80% compliance at December 2001.  During 2001,  US$1.4
 million of  catastrophe  reserves were applied to claims  related to the  earthquake in
the south of Perú. As allowed by the SBS, PPS replenished  these reserves  during 2002.
PPS records as liabilities in its financial  statements  actuarially  determined reserves
 calculated to meet its obligations  under its life and accident policies and its pension
fund  underwriting  business.  These reserves are determined using mortality tables,
 morbidity  assumptions,  interest rates and methods of calculation  prescribed by law.
PPS also  establishes  unearned  premium  reserves  to cover the risks of policy  lapse
or  termination  prior to the end of the policy period in accordance with percentages
established by the SBS.

There can be no assurance that ultimate claims will not exceed PPSs
reserves.

(iii)    Investment Portfolio

PPSs net investment  income and realized  capital gains on invested
 assets  together  accounted for 13.6% and 40.3% of PPSs revenues for the years ending
 December  31, 2002 and 2001,  respectively.  The decrease was due to the gains from the
sale in November 2001 of the  long-term  equity  position in Backus,  which  generated a
net gain of US$30.7  million  (US$23.3  million net of minority interest).

As of December 31, 2002, the book value of PPSs  investment
 portfolio,  after the sale of Backus and including  Credicorp as discussed below, was
S/.854.3 million (US$243.1 million), which included:

| | S/.830.4 million (US$236.3 million) invested primarily in bonds and net of S/.42.8 million (US$12.2 million) of provisions for lower market value; and                                       
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | S/.23.8 million (US$6.8 million) invested in real estate and other assets, net of S/.40.4 million in depreciation charges and S/.7.2 million of provisions for lower market value assessment.

As of December 31, 2002, the market value of the listed equity
 securities  portfolio was S/.130.7 million (US$37.2  million), which includes Credicorp
Ltd. shares for S/.87.4 million (US$24.9  million),  compared to S/.99.9 million (US$28.4
million) in December 2001,   which  included  the  S/.74.6  million   (US$21.2   million)
  investment  in  Credicorp.   See  12.   Selected   Statistical Information(iii) Loan
PortfolioConcentrations of Loan Portfolio and Lending Limits.

PPSs investment  portfolio,  before the sale of Backus,  was highly
 concentrated in equity securities  which,  combined with limited investments in fixed
income securities,  made both the value and the income of the investment  portfolio
 vulnerable to extreme volatility.  With part of the  proceeds  from the  Backus  sale,
 additional  investments  have  been  primarily  made in fixed  income securities.
 Because the  investments  in specific  securities are large,  there can be no assurance
that PPS could readily  dispose of significant  portions of its  securities  portfolio
 at market  values.  Accordingly,  there are risks  associated  with the  potential
illiquidity of PPSs securities  holdings in the event that significant  claims give rise
to the need to liquidate rapidly a portion of such holdings.

Part of PPSs strategy is to maintain an adequate foreign exchange
 position in U.S. Dollars,  since a significant  portion of its premiums are
 denominated,  and much of its  operations  are  conducted,  in U.S.  Dollars.  In 2002,
 74.1% of the gross  premiums received by PPS were  denominated in U.S.  Dollars.  As of
December 31, 2002,  PPS had US$56.4  million in short and  medium-term  U.S.
Dollar-denominated  deposits  and U.S.  Dollar-denominated  bonds  (primarily  issued by
 Peruvian  companies)  (US$97.0  million as of December 2001).

6. Distribution Network

(i)      Commercial Banking

As of December 31,  2002,  BCPs branch network  consisted of 109
branches in Greater Lima and 95 branches in the provinces of Perú,  the largest  number
of branches,  with the most  extensive  country  coverage,  of any  privately  held bank
in Perú.  Credicorp believes that BCPs branch network has been largely  responsible for
BCPs success in attracting stable,  relatively low-cost deposits. BCP has installed  the
most  extensive  network of ATMs in Perú,  currently  consisting  of 397 ATMs,  in
addition to other  electronic channels,  including the Internet,  that provide clients
with a wider array of services and reduce  congestion in the branches.  During 2002,  BCP
began  operations  of an agency in Miami and a branch in Panama,  and closed its
 branches in Nassau and New York.  BCP also operates representative offices in Bogotá,
Colombia, and Santiago, Chile, and owns a banking subsidiary in the Bahamas, BCOL.

ASHC keeps an office in Panama and a representative  office in Lima.
 Tequendama  operates 17 branches in Colombia,  after the sale of its branches in
Venezuela.  BCB has 44 branches  located  throughout  Bolivia.  Solución has 12 offices
in Lima and 11 in other Peruvian cities.

(ii)     Investment Banking

Credicorp  offers  investment  banking  products and services
 through BCP and ASHC.  BCP offers  clients a wide range of such products and services,
 such as brokerage,  mutual fund and custody  services through its branch network in Lima
and, on a more limited basis, throughout the rest of Perú.  In addition, Credicorp also
distributes such products through ASHC.

(iii)    Insurance

PPS, like other major  Peruvian  insurance  companies,  sells its
products both directly and through  independent  brokers and agents.  Directly written
policies tend to be for large commercial clients, as well as for life and health
insurance lines.

Credicorp is attempting to expand PPSs sales network by selling
 certain  insurance  products  through BCPs branch  network. PPS offers,  in
 collaboration  with BCP, a life and health  insurance  product  called  Segurimax as
well as a personal life insurance product that combines accidental death coverage with
renewable term life insurance.

7. Operations Support

Credicorps  operations are primarily conducted by BCPs support
 departments.  Commercial Banking operations are supported by BCPs Credit  division,
 which evaluates and helps administer  credit  relationships,  establishes  credit
policies and monitors credit risk. See 3.  Commercial  Banking(iii)  Credit Policy and
Review. BCPs Planning and Finance  division is responsible for planning, accounting
 and investor  relations  functions.  Planning and Finance is also  responsible  for
analyzing  the  economic,  business and competitive  environment  in order to provide the
necessary  feedback for senior  managements  decision-making.  BCPs  Administration
division has  responsibility  for systems,  institutional  and public  relations,  human
 resources,  the legal  department,  security, maintenance and supplies.

The Banking  Services  division is in charge of managing
 distribution  channels,  as well as  procedures  aimed at satisfying requirements  of
retail banking,  while the Systems and  Organization  division is responsible for
processes and information  regarding technological  and  organizational  matters.  The
 Distribution  Channels  unit  operates  BCPs  branch  network.  In order to improve
operating efficiency, BCP is continually evaluating its branch network to monitor branch
profitability.

During 2002, the Banking Services  divisions goals included
 increasing  income,  reducing expenses and increasing the number of customers not
currently  served by BCP. As to income,  the Banking  Services  division  contributed 40%
of products sold by Personal Banking.  To reach the goal of expanding  into new areas,
 11 branches were opened on the  outskirts of Lima where  population is dense and there
are many small and micro businesses. The number of transactions nationally grew 2.5% in
2002.

In 2002, BCP continued to introduce important technological
 developments,  expanding its service to customers who engage in a high number of
transactions  as well as making  improvements  in quality and lowering  costs.  BCP has
1.5 million  customers who carry out 14.5 million  transactions per month and have access
to the largest and most varied  distribution  network in Perú. Towards the end of 2002,
57% of customer  transactions were carried out via self-service,  having increased from
only 25% in 1996, of which 34% were in ATMs, 10% by the call center, 7% on the Internet
and 5% through remote banking.

This level of self-service  activity  reflects an increase in
Credicorps  use of new  technologies to improve its services to its  customers.  These
 technologies  include a network of 397 ATMs available to 800,000 bank card holders,  the
phone banking  service Comunica-T,  which has increased  the capacity of its  automated  Call
 Center,  receiving up to 600,000 calls per month,  Saldomatic terminals,  which are
specialized  devices placed in the branches for self-service  consultation of account
balances and  transactions, and Internet  banking.  To improve the efficiency of these
 processes,  BCP maintained the policy of encouraging  the use of electronic distribution
channels by applying more attractive rates than those charged at its branch offices.

The  Central  Processes  area  successfully  consolidated  the units
that  process  the  operations  of the  Capitals  Market, International Operations and
Loan Operations units, allowing a significant reduction in costs.

During 2002,  investment in technology,  information systems,
 equipment and programs reached US$15 million. At the same time, work was begun on
improving the efficiency of these  technologies.  Management models applied to assign
resources and execute tasks are being  developed  with the help of external  consultants.
 New software  tests are  segmented  depending  on how critical  each one is, creating  a
pool in order to employ  lower  cost  labor  resources.  With the  application  of a new
 methodology  to assign the budget according to strategic priorities,  the management of
information systems requirements was improved  significantly,  aligning the goals of each
business unit with the budget available for technology.

The  decentralized  work model was  implemented  using the Dedicated
 Development  Center in the city of Arequipa,  Perú. This model  generates  significant
 savings in the  production  of computing  programs and helps to make more  flexible  the
 allocation  of installed capacity.  This facility will be further expanded in 2003.

With the  umbrella  T-3 project of  technological  transformation,
 several  projects  were begun at the same time,  such as implementing modern versions of
several critical systems,  adopting a new systems  architecture that uses middleware and
installing a set of  components  that allow  services to assure their  uninterrupted
 availability.  Also, a project of corporate  security is being developed with the
assistance of international  consultants  whose purpose is to define a safe architecture
that will minimize exposure to attacks on Credicorps systems.

ASHC and PPS have independent  operations  support  departments.
 Credicorps  current strategy is to integrate the operations support departments of its
subsidiaries.

In 2002,  the  technological  modernization  of Banco  Tequendama
 was completed,  with the full  implementation  of the COBIS system.  This system
 improved  customer  service by offering new products and services,  improving the
 performance  of business staff with the  installation  of the credit  module,  and
making  management of bonds and interbank  transfers  automatic.  The new system is based
on a single database of clients and automatically  generates  accounting,  management,
 control and operating  information.  This information  allows for the measure of
 profitability  per customer.  During 2002,  Credicorp  undertook to modernize the
technology of BCP-Miami  and  BCP-Panama,  as well as ASHCs  Panama and Grand Cayman
 offices.  Credicorp  also took steps to  establish  systems to operate its new
broker-dealer in the United States, Credicorp Securities.

In 2003, the Systems division faces the specific  challenge of
completing the technological  aspects of the merger between BCP and BSCH-Perú  according
to an established  timeline.  This year, as part of the T-3 project,  Credicorp will
complete the installation of modern versions of software,  adding new components to
increase the  availability  of services and the application of  middleware.Credicorp
also requires the migration of several  applications  to include  additional  functions
 available in modern  versions of the renovated base systems.

8. Competition

(i)      Banking

The Peruvian  banking sector is currently  comprised of 14 banking
 institutions,  down from 15 as of December 31, 2001. As of December 31, 2002,  BCP,
 including  BSCH-Perús  operations,  ranked first among all Peruvian  banks in terms of
assets,  deposits and loans,  representing  approximately  37.0%, 38.6% and 36.3%,
 respectively,  of the total of all Peruvian banks, and compared to market shares of
27.3%,  30.8% and 27.2%,  respectively,  at December 31, 2001. As of December 31, 2002,
 the next four largest banks in terms of deposits (Banco  Continental,  Banco Wiese
Sudameris,  Interbank and Sudamericano) had deposits  representing 21.9%, 15.3%, 8.0% and
3.6%, respectively, and loans representing 16.5%, 17.4%, 8.4%, and 4.6%,  respectively,
of the total of all Peruvian banks.

The Peruvian  banking  industry  experienced  consolidation  and
increased  foreign entry following the passage of Legislative Decree 637 in 1991 and
Legislative  Decree 770 in 1993, which  liberalized the banking industry and removed all
restrictions on foreign ownership of Peruvian  financial  institutions.  See 10. The
Peruvian  Financial  System(i)  General. Banks new to Perú in the last several  years
 include  BNP-Andes,  Banco del Trabajo,  Solventa and  Serbanco.  Some of these banks
 initially  focused on satisfying demand for consumer  loans but sold part of their loan
 portfolio  in 1998 to Solución and now serve other  sectors or have merged into other
banks.  Banks that have  undergone  privatization  include:  Banco  Continental,  the
countrys  third  largest  bank,  which was acquired by Banco Bilbao  Vizcaya of Spain,
 which is associated  with Perús Grupo Brescia;  and Interbank,  purchased in July 1994
by IFH Perú S.A.,  which is associated with Banco Osorno y La Union of Chile.
 Acquisitions  of Peruvian banks by  non-Peruvian  companies include:  (i) Banco
 Interandino  and Banco  Mercantil,  purchased by Banco Santander of Spain,  (ii) Banco
de Lima,  acquired by Banco Sudameris  of France,  (iii) Banco del Sur,  acquired in
early 1996 by a group  composed of the Luksic  group of Chile,  Banco  Central Hispano of
Spain and HSBC Holdings of the UK, and (iv) Extebandes, acquired in January 1998 by
Standard Chartered Bank of the UK.

During  1999,  Banco de Lima merged with Wiese,  Banco Sur merged
with  BSCH-Perú,  Banco del País merged with Nuevo Mundo and Progreso  merged with
 Norbank,  while Banex was  liquidated  and Solventa was turned into a finance  company.
 During 2000,  Orion and Serbanco were  liquidated.  In 2001,  Interbank and Latino
agreed to merge,  NBK Bank merged with Banco  Financiero and Nuevo Mundo was liquidated.
 In December 2002, BCP acquired BSCH-Perú.

Credicorp believes that the Peruvian banking industry will continue
to face an increasingly  competitive  environment within a generalized  excess liquidity
 situation.  Such increased  competition may in the future affect  Credicorps loan
growth and reduce the average  interest rates that it may charge its customers,  as well
as reduce fee income.  Certain  foreign banks have either reduced or liquidated their
Peruvian operations in recent years, reducing competition to some extent from such
competitors.

In the Wholesale  Banking  division,  BCPs  Corporate  Banking area
has  experienced  increased  competition  and pressure on margins  over the last few
years.  This is  primarily  the result of new  entrants  into the market,  including
 foreign  and  recently privatized  commercial  banks as well as local and  foreign
 investment  banks and  non-bank  credit  providers,  such as pension  fund
administrators  (AFPs).  Since 1999,  excess  liquidity  at major  Peruvian  banks has
put pressure on margins.  In addition,  Peruvian companies  have gained  access to new
sources of capital  through  the local and  international  capital  markets.  Credicorp
 does not intend to pursue  corporate  lending  opportunities  that are  unprofitable
 solely in order to  maintain  market  share.  As a result, Credicorp does not expect
 Corporate  Banking to grow at levels  experienced  in the past However,  Credicorp will
seek to maintain its close  relationships with corporate  customers,  focusing on
providing prompt responses to their  requirements and setting  competitive prices.  To
this end,  Credicorp is currently  updating its information  systems to improve customer
service and to allow management to obtain  information  on customer and  business
 profitability  more  efficiently.  Credicorp  also intends to expand the range of BCPs
investment banking and cash management products.

In retail  banking,  Credicorp  has found  that small  businesses
 are able to borrow  from  banks at better  rates than those provided by suppliers  and
that the rates  offered by BCP are  competitive  with those of other banks.  Credicorp
 believes  that BCPs reputation as a sound  institution,  together with its  nationwide
 branch  network  coverage,  provides it with an advantage  over its principal
competitors.  BCP also faces strong competition in its credit card operations from credit
cards issued by retail stores.

In its core  corporate  lending and trade finance  businesses,  ASHC
 principally  competes with larger  institutions  such as Citibank.  ASHC attributes its
ability to compete  effectively with larger lending  institutions to its aggressive
 marketing  efforts, its ability as a smaller, more flexible  institution,  to make
decisions quickly and respond rapidly to customer needs, its association with BCP, and
its superior knowledge of the region, particularly the Peruvian market.

(ii)     Insurance

Peruvian  insurance  companies compete  principally on the basis of
price and also on the basis of name recognition,  customer service  and  product
 features.  PPS  believes  that its  competitive  pricing,  solid  image,  and  quality
of  customer  service are significant  aspects of its overall  competitiveness.  In
addition,  PPS believes that its long relationship with AIG provides PPS with competitive
 advantages  through  access to AIGs  expertise  in  underwriting,  claims  management
 and other  business  areas.  While increased foreign entry into the Peruvian  insurance
market may put additional  pressure on premium rates,  particularly for commercial
coverage,  PPS  believes  that in the long term  foreign  competition  will  increase
 the quality and  strength of the  industry.  PPS believes that its size and its
extensive  experience in the Peruvian  insurance  market  provide it with a competitive
 advantage  over foreign competitors.

However,  competition in the Peruvian  insurance  industry has
increased  substantially  since the industry was deregulated in 1991, with  particularly
 strong  competition in the area of large  commercial  policies,  for which rates and
coverages  typically are negotiated  individually.  The loss by PPS to  competitors  of
even a small number of major  customers or brokers could have a material impact on PPSs
premium levels and market share.

9. Peruvian Government and Economy

While  Credicorp is  incorporated  in Bermuda,  substantially  all
of BCPs and PPSs  operations and customers are located in Perú.  Although  ASHC is
based  outside of Perú, a  substantial  number of its  customers  are also located in Perú.
 Accordingly,  the results of operations and financial  condition of Credicorp  could be
affected by changes in economic or other policies of the Peruvian government  (which has
exercised and continues to exercise a substantial  influence  over many aspects of the
private  sector) or other political or economic  developments  in Perú,  including a
 devaluation  of the Peruvian  Nuevo Sol relative to the U.S.  Dollar or the imposition
of exchange controls by the Peruvian government.  See Item 10.  Additional  InformationD)
 Exchange Controls. Credicorps results of operations and financial condition are
dependent on the level of economic activity in Perú.

(i)      Peruvian Government

During the past several decades,  Perú has had a history of
political  instability that has included military coups détat and different
 governmental  regimes.  Past governments have frequently played an  interventionist
 role in the nations economy and social structure.  Among other things,  past
governments have imposed controls on prices,  exchange rates, local and foreign
 investment,  and international  trade; have restricted the ability of companies to
dismiss  employees;  and have expropriated  private sector assets. In 1987, the
 administration  of President  Alan García  attempted to nationalize  the banking
 system.  Facing an attempt by the state to control BCP, the majority  shareholders  of
BCP at that time sold a controlling  interest in BCP to its employees,  which prevented
the government from gaining control of BCP.  See (C) Organizational Structure.

In the past, Perú experienced  significant  levels of terrorist
 activity,  with Sendero Luminoso (the Shining Path) and the Movimiento  Revolucionario
 Tupac Amaru (the MRTA)  having  escalated  their acts of violence  against the
government and the private sector in the late  1980s and early  1990s.  Upon  being
 elected  to office in 1990,  President  Alberto  Fujimoris  government  made
substantial  progress in  suppressing  Shining Path and MRTA terrorist  activity,
 including the arrest of the leader and the principal second level of leadership  in each
 terrorist  group and  approximately  2,000 others.  In addition,  approximately  3,000
 additional persons  surrendered  to and aided the  government  under an amnesty law.
 Despite the success  achieved,  some  isolated  incidents of terrorist activity continue
to occur, such as the seizure in December 1996 by the MRTA of the Japanese ambassadors
residence in Lima.

Over the course of his government,  President Fujimori  implemented
a broad-based  reform of Perús political system,  economy and social  conditions,  aimed
at stabilizing the economy,  reducing  bureaucracy,  eradicating  corruption and bribery
in the judicial system,  promoting  private  investment,  developing and  strengthening
 free markets,  strengthening  education,  health,  housing and infrastructure  and
 suppressing  terrorism.  In 2000,  President  Fujimori won a third  five-year  term in a
 controversial  two round election.  In the April 2000  presidential  election,  Fujimoris
 49.9%  victory  was short of gaining a first  round  majority  vote, forcing a second
round  election in May which was  boycotted by the  opposition  candidate.  After taking
 office for his third term in July 2000,  under  extreme  protest,  President  Fujimori
was forced to call for general  elections  due to the outbreak of  corruption scandals,
and later resigned in favor of a transitory government headed by the president of
Congress, Valentín Paniagua.

Mr. Paniagua took office in November 2000 and in July 2001 handed
over the presidency to Alejandro  Toledo,  the winner of the elections  decided in the
second round held on June 3, 2001,  ending two years of political  turmoil.  However,
 return of investor and consumer  confidence has been slow after the prolonged  recession
and lingering doubts about whether the government of President Toledo will be able to
achieve the consensus needed to govern and promote sustained growth.

Toledo assumed the presidency  against a backdrop of high
 unemployment  and  underemployment,  economic  recession and social need.  Despite the
economic strides achieved between 1990 and 2000,  poverty remains a persistent  problem
in Perú, with more than half of the  population  living  below the  poverty  line,  which
the World Bank  defines as monthly  income of less than US$60 per  capita, adjusted to
reflect  differences  in  purchasing  power.  A  significant  number of Peruvians  live
on an income of less than US$30 per capita per month.

President  Toledo has retained,  for the most part, the economic
 policies of the previous  government,  focusing on promoting private  investment,
 eliminating  certain tax exemptions,  reducing  underemployment  and  unemployment  and
 privatizing  state-owned companies in various  sectors.  President  Toledo also
 implemented  fiscal  austerity  programs,  among other  proposals,  in order to
stimulate the economy.  Perú has  experienced  moderate  economic  growth during the
Toledo  administration.  Nevertheless,  the Toledo administration  faces public unrest
spurred by disappointment that its policies have not immediately led to a significant
 reduction in the high rates of  unemployment,  underemployment  and poverty.  In July
2002,  in an effort to maintain his  political  alliances  and quell  public  unrest,
 President  Toledo  restructured  his cabinet.  On June 23, 2003,  President  Toledo
 again  announced  plans to restructure his cabinet amid further unrest.

(ii)     Peruvian Economy

Early in his  presidency,  President  Fujimori  liberalized  price
and wage  controls in the private  sector,  eliminated  all restrictions on capital
flows,  instituted emergency taxes to reduce the fiscal deficit,  and liberalized
interest rates.  Furthermore, his government  established an agenda to institute a
wide-ranging  privatization plan and re-establish relations with the international
financial  community.  President Toledo has offered to continue these  market-oriented
 policies but faces opposition from a fragmented Congress and social pressures for more
interventionist action.

In the late 1980s and early 1990s,  the Peruvian  economy was
volatile,  with the countrys GDP  contracting by 11.7% in 1989, contracting  by 5.2% in
1990,  growing by 2.2% in 1991 and  contracting  by 0.4% in 1992.  In recent  years,
 however,  the  results of President  Fujimoris  stabilization plan have resulted in GDP
increasing 4.8% in 1993, 12.8% in 1994, 8.6% in 1995, 2.5% in 1996, 6.7% in 1997,  -0.5%
in 1998,  0.9% in 1999,  3.1% in 2000 and 0.2% in 2001. It should be noted that GDP
growth figures for these years were revised  downwards by the national  statistical
 institute,  the INEI,  in 2000,  which  recalculated  Perús GDP in 1999 at around $52
billion using a 1994 base year, some 10% below the previous estimate based on 1979
figures.

In 2002, the Peruvian  economy grew by 5.2%. The economy  benefited
 from the increase of domestic  demand,  as well as growth in the  construction  and
 manufacturing  sectors.  The continued growth in GDP since the second half of 2001
evidences the strength of Perús economy in the face of adverse external factors.  Unlike
other Latin American countries,  Perú has managed to resist the effects of the  Argentine
 crisis as well as the  climate of  uncertainty  that  surrounded  the  presidential
 elections  in  Brazil.  It also maintained  momentum in spite of the slower growth of
the U.S.  economy and a greater  reluctance  among  investors to take on risks in Latin
America.

One of the  principal  factors that  contributed  to the
 improvement  of economic  expectations  was the recovery of domestic demand,  which grew
4.3% in 2002,  compared to a fall of 0.7% registered the previous year. This bolstered
 consumption,  which in turn boosted  the  manufacturing  sector,  which rose 4.2%
 during the year.  However,  production  was  uneven and  sectors  such as mining
(particularly  mining of  precious  metals),  non-primary  manufacturing  and
 agriculture  registered  gains,  while  fishing  and raw material-based manufacturing
remained stagnant or registered only minimal growth.

The decision of the United  States in August 2002 to renew and
expand tax  benefits  through the Andean  Trade  Promotion  and Drug  Eradication Act for
certain Latin American  exports was very beneficial to the  manufacturing  sector because
of its inclusion of Peruvian  textiles.  These  incentives  are expected to stimulate
 exports over the next four years.  The mining sector also  performed well, aided by
production of the Antamina copper mine, which contributed nearly 1.3% to the rise in GDP
in 2002.

The  government-backed  initiative to encourage mortgage loans and
the construction of low-cost housing through the MiVivienda program  finally  began to
stimulate  significant  volumes of  construction  in 2002,  aiding  expansion of
 mortgages.  As part of the MiVivienda  program,  US$374 million in loans were granted in
2002,  significantly  more than the US$122  million  granted the previous year.

Perú has achieved a high  economic  growth rate  despite
 difficulties  in the domestic  political  arena.  The  privatization program,  which had
been expected to raise US$700 million during 2002,  encountered  problems in June 2002
with public protests against the sale of two  electricity  generating  companies in the
south of Perú.  This caused the virtual  suspension  of the  program,  which obtained
 income of only US$355  million in 2002.  The outlook for the sale of other assets
 remains  uncertain,  but the government is preparing to relaunch its concessions program
in 2003, with income expected to reach US$400 million.

Perús trade deficit  increased from US$1.7 billion in 1997, as a
result of trade  liberalization  and a strong local currency which triggered imports,  to
US$2.5 billion in 1998, due in part to decreases in agricultural  produce exports and
fishmeal  production induced by El Niño.  However,  Perús trade deficit  decreased to
US$0.6  billion in 1999,  US$0.3  billion in 2000, and US$90,000 in 2001.  Perú registered
a US$261,000  surplus in 2002  principally  due to continued  exports growth.  Exports
climbed to US$7.7 billion in 2002, 8.0% higher than the US$7.1 billion  registered in
2001,  driven by the greater volume of traditional  exports,  in particular minerals.
 Imports rose US$235  million to  US$7.4 billion,  with an increase of 11.2% in consumer
 goods,  while capital goods imports fell 3.5%.

Perú  registered a current  account  deficit of US$3.6 billion in
1998 due to the trade deficit and  expenditures in financial services,  which  decreased
to US$1.8  billion in 1999, to US$1.6  billion in 2000,  and further to US$1.1  billion
in 2001,  remaining almost  unchanged in 2002.  Perús  financial  account had a surplus
of US$1.1 billion in 1999 and 2000,  declined to US$1.0 billion in 2001,  and grew to
US$1.8  billion  in 2002 as a result  of  increased  public  sector  capital  inflows.
 The flow of  direct  foreign investment into Perú was US$433 million in 2000, US$796
million in 2001, and US$2.2 billion in 2002.

The  inflation  rate in Perú,  as measured by the Lima  consumer
 price index,  has fallen from  7,650.0% in 1990 to 139.2% in 1991,  56.7% in 1992,
 39.5% in 1993,  15.4% in 1994,  10.2% in 1995,  11.8% in 1996, 6.5% in 1997, 6.0% in
1998, and 3.7% both in 1999 and 2000, turning into deflation of 0.1% in 2001, and
inflation of 1.5% in 2002.

The Nuevo Sol had an  irregular  year,  rising  from  S/.3.44  to
S/.3.64  per US dollar at one point,  but ending the year at S/.3.51,  with an overall
 devaluation  of 2.0%.  This behavior was notable  given that this period was marked by
other Latin  American currencies suffering drastic devaluations.

Interest rates have behaved  erratically  since 1995 but fell
gradually over this period until  September 1998, at which point the trend reversed due
to liquidity  constraints  brought on by the international  financial crisis.  The
nominal monthly interest rate on loans in Nuevos Soles  declined  from 72% in December
 1993 to 30.4% in December  1997,  but  increased  to 37.1% in December  1998, resuming
in 1999 its declining  trend by decreasing to 32.0% in December  1999, to 26.5% in
December  2000, to 23.0% in December  2001, and further to 20.7% in December 2002, partly
in response to the general decline in interest rates in international markets.

Perús  recent  economic  reforms  have also caused an increase in
the fiscal  deficit.  A deficit of 0.8% of GDP  resulted in 1998, which increased to 3.1%
in 1999 and 3.2% in 2000, but declined to 2.5% in 2001,  principally due to lower public
investment.  The fiscal deficit in 2002 was the equivalent of 2.3% of GDP, in line with
the goal agreed upon with the  International  Monetary Fund (the IMF),  which eased its
 requirements  from an initial  goal of 1.9% of GDP. In addition,  efforts to increase
tax revenues  have been successful,  with tax  collections  increasing  from 6.7% of GDP
in 1989 to 12.3% of GDP in 2001 and 12.0% in 2002.  In the second half of 2002 tax income
 increased,  offsetting  lowered tax revenues during the first half of the year,  which
were the result of a partial tax amnesty.  In order to meet fiscal needs, Perú accessed
the  international  capitals markets by closing two bond offerings of US$500 million
each. The February 2003 offering was the first such issue of sovereign bonds in more than
six decades.

In October  1995,  Perú reached a  preliminary  Brady  agreement
 with the Bank  Advisory  Committee  representing  commercial creditors  holding  Perús
 past due short,  medium  and  long-term  debt.  In June 1996,  Perú  published  the Term
Sheet for the 1996 Financing  Plan pursuant to which  creditors  were offered  various
 repayment  options.  The Peruvian  government  finalized the Brady agreement in March
1997,  achieving a reduction of Perús external debt  (approximately  US$4.9 billion) and
a restructuring  of future maturities.  Additionally,  in July 1996 Perú reached an
agreement  with the Paris Club  countries,  resulting in the  rescheduling  of 1996-1998
maturities.

In 1999,  Perú signed a  three-year  extended  fund  facility
 accord with the IMF, the third  consecutive  IMF program it has followed,  giving the
country a stable framework for macroeconomic  planning.  However,  the fall in tax
revenue and increased spending in 1999 caused Perú to fail to fulfill the fiscal  goal
 agreed  upon with the IMF of a primary  fiscal  surplus of 0.5%,  which is the public
 sectors  result before  capital costs or gains,  debt servicing and  privatization
 income.  In fact,  Perú reported a primary sector deficit of 0.1% in 1999 and of 0.2% in
2000. Perú  renegotiated  economic  targets of its 2000 three-year  program,  and the IMF
approved a new one-year  program in March 2001, a second  agreement in February  2002 and
a follow-up  accord in March 2003 which calls for a 1.9% fiscal deficit in 2003.

There can be no assurance that economic  growth will be sustained in
the future or that  inflation  (whether as a result of an overheating  of the Peruvian
 economy,  whose foreign trade deficit  continues to increase,  or otherwise) in Perú will
not increase. Such events may have an adverse  effect on the business,  financial
 condition,  results of  operations  and prospects of Credicorp and adversely affect the
market price of Credicorps  Common Shares. In addition,  deposits in the Peruvian
 financial system are currently much higher than in the late 1980s when  hyperinflation
 caused a lack of confidence in the financial  system. A return to high levels of
inflation could cause a lack of confidence in the financial system, resulting in
widespread withdrawal of deposits.

Although  BCP and PPS  both  earn  much of  their  revenue  in U.S.
 Dollars,  if the rate of  inflation  exceeds  the rate of devaluation of the Nuevo Sol
relative to the U.S. Dollar,  profitability  will be negatively  impacted because
 revenues,  expressed in Nuevos  Soles,  generally  will not  increase  in line  with
 Nuevo  Sol-denominated  expenses.  The  results  of both BCP and PPS were negatively
impacted by this effect in 1994 and 1995.

10. The Peruvian Financial System

As Credicorps  activities are conducted primarily through banking
and insurance  subsidiaries operating in Perú, a summary of the Peruvian financial system
is set forth below.

(i)      General

At December 31,  2002, the Peruvian  financial system  consisted of
the following  principal  participants:  the Central Bank, the SBS, 14 banking
 institutions (not including BSCH-Perú or Banco de la Nación),  five finance companies,
 and six leasing companies. In addition,  Perú has various mutual mortgage  associations,
 municipal and rural savings and credit  associations,  municipal  public credit
associations, and savings and credit cooperatives.

The present text of Law 26702 was passed in December 1996. Law 26702
 regulates  Peruvian  financial and insurance  companies. In general,  it provides for
tighter loan loss reserve  standards,  brings asset risk weighting in line with Basel
Committee on Banking Regulations and Supervisory Practices of International  Settlements
(the Basel Accord) guidelines,  broadens supervision of financial institutions by the
SBS to include holding  companies,  and includes specific  treatment of a series of
recently  developed products in the capital markets and derivatives  areas.  The primary
law governing the Peruvian  financial system before the enactment of Law 26702 was
Legislative Decree 637, passed in 1991 and amended by Legislative Decree 770, which
 substantially  reformed the Peruvian financial system, modifying regulations initially
issued in 1930.

(ii)     Central Bank

The Central Bank was created in 1931.  Pursuant to the Peruvian
 Constitution,  its primary role is to ensure the stability of the Peruvian monetary
system.  The Central Bank regulates Perús money supply,  administers  international
 reserves,  issues currency, determines  Perús  balance of payments and other  monetary
 accounts,  and furnishes  information  regarding  the countrys  financial situation.
 It also represents the government of Perú before the IMF and the Latin American Reserve
Fund.

The highest  decision-making  authority  within the Central Bank is
the seven member Board of Directors.  Each Director serves a five-year  term.  Of the
seven  Directors,  four are selected by the  executive  branch and three are selected by
the  Congress.  The Chairman is one of the executive branch nominees, but must be
approved by the Congress.

The Board of Directors  develops and oversees  monetary  policy,
 establishes  reserve  requirements  for entities  within the financial system, and
approves  guidelines for the management of international  reserves.  All entities within
the financial system are required to comply with the decisions of the Central Bank.

(iii)    SBS

The SBS, whose  authority and activities  are discussed in  11. Supervision
 and  Regulation,  is the regulatory  authority charged with  implementation  and
 enforcement  of the norms  contained in Law 26702 and,  more  generally,  with the
 supervision  and regulation of all financial institutions in Perú.

(iv)     Financial System Institutions

Under  Peruvian  law,  financial  system  institutions  are
 classified  as  banks,  financing  companies,  other  non-banking institutions,
specialized companies, and investment banks.  BCP is classified as a bank.

Banks

A bank is defined by Law 26702 as an enterprise  whose principal
 business  consists of the receipt of monies from the public, whether in deposits or
under any other  contractual  form, and the use of such monies (together with its own
capital and funds obtained from other sources) to grant loans or discount documents, or
in operations subject to market risks.

Banks are  permitted to carry out various  types of financial
 operations,  including  the  following:  (i)  receiving  demand deposits,  time
deposits,  savings  deposits and deposits in trust;  (ii) granting direct loans;  (iii) discounting
 or advancing funds against bills of exchange,  promissory  notes,  and other credit
 instruments;  (iv)  granting  mortgage  loans and accepting  bills of exchange in
connection  therewith;  (v) granting  conditional and unconditional  guaranties;  (vi)
issuing,  confirming,  receiving and discounting  letters of credit;  (vii) acquiring and
discounting  certificates of deposit,  warehouse  receipts,  bills of exchange and
invoices of commercial  transactions;  (viii) performing  credit operations with local
and foreign banks, as well as making deposits in such  institutions;  (ix) issuing and
placing local currency and foreign  currency  bonds,  as well as promissory  notes and
negotiable certificates  of deposits;  (x) issuing  certificates  in foreign  currency
 and entering  into  foreign  exchange  transactions;  (xi) purchasing banks and
non-Peruvian  institutions which conduct financial  intermediation or securities exchange
 transactions,  in order to maintain an  international  presence;  (xii)  purchasing,
 holding and selling gold and silver as well as stocks and bonds listed on one of the
Peruvian stock exchanges and issued by companies  incorporated in Perú;  (xiii) acting as
financial agent for investments in Perú for external parties;  (xiv) purchasing,  holding
and selling instruments evidencing public debt, whether internal or external, as well as
obligations of the Central Bank;  (xv) making  collections,  payments and transfers of
funds;  (xvi)  receiving  securities and other  assets in trust and leasing  safety
 deposit  boxes;  and (xvii)  issuing  and  administering  credit  cards and  accepting
 and performing trust functions.

In addition,  banks may carry out financial  leasing  operations by
forming separate  departments or subsidiaries and may also promote and direct operations
in foreign commerce,  underwrite initial public offerings,  and provide financial
advisory services apart from the administration of their clients  investment
 portfolios.  By forming a separate  department within the bank,  universal banks may
also act as trustees in trust agreements.

Law 26702 authorizes banks to operate,  through their subsidiaries,
 warehouse  companies,  securities brokerage companies and leasing companies, and to
establish and administer mutual funds.

Branches  of foreign  banks  enjoy the same rights and are  subject
to the same  obligations  as  branches of Peruvian  banks. Multinational  banks,  with
 operations in various  countries,  may engage in the same  activities as Peruvian
 banks,  although  their foreign  activities  are not subject to Peruvian  regulations.
 To carry out banking  operations in the local  market,  such banks must maintain a
certain portion of their capital in Perú, in an amount not less than the minimum amount
required of Peruvian banks.

Finance Companies

Under Law 26702,  finance  companies  are  authorized  to carry out
the same  operations  as banks,  with the exception of (i) issuing loans as overdrafts in
checking accounts,  (ii) engaging in certain  derivative  operations,  (iii) originating
 securitization operations,  (iv) and establishing  subsidiaries in certain specialized
fields, such as bonded warehouses,  currency transportation and custody, among others.

Other Financial Institutions

The  Peruvian  financial  system has a number of less  significant
 entities  which may  provide  credit,  accept  deposits or otherwise act as financial
 intermediaries on a limited basis.  Leasing companies  specialize in financial leasing
 operations by which goods are leased over the term of the contract with the option of
purchasing  such goods at a  predetermined  price.  Savings and loans associations or
cooperatives may accept certain types of savings deposits and provide other similar
financial services.

Perú  also has  numerous  mutual  housing  associations,  municipal
 savings  and  credit  associations,  savings  and  credit cooperatives and municipal
credit bureaus.  The impact of these institutions on the financial system in Perú has not
been significant.

Insurance Companies

Since the deregulation of the Peruvian  insurance  industry in 1991,
 insurance  companies are authorized to conduct all types of operations  and to enter
into all forms of agreements  necessary to offer risk coverage to customers.  Insurance
 companies may also invest assets,  subject to the regulations on investment  limits and
reserves  established in Law 26702 and the  regulations  issued by the SBS.

Law  26702 is the  principal  law  governing  insurance  companies
 in Perú.  The SBS is  charged  with  the  supervision  and regulation of all insurance
 companies,  and the formation of a corporation as an insurance company requires prior
authorization of the SBS.

Prior to 1991, all  reinsurance  activities were conducted  through
 Reaseguradora  Peruana S.A., an entity  controlled by the Peruvian  government,  which
is currently in liquidation.  Today,  Peruvian insurance  companies are permitted to seek
reinsurance from other sources.

The insurance industry has experienced  consolidation in recent
years with the number of companies  decreasing from 19 in 1991 to 12 in 1996, but
increasing to 16 as of December 31, 2002, as new insurance companies specializing in life
insurance are created.

11. Supervision and Regulation

(i)      Credicorp

There are no  applicable  regulatory  controls  under the laws of
Bermuda that would be likely to have a material  impact upon Credicorps  future
operations.  Under Bermuda law, there is no regulation  applicable to Credicorp,  as a
holding company,  that would require  Credicorp to separate the  operations  of its
 subsidiaries  incorporated  and existing  outside  Bermuda.  Since  Credicorps
activities will be conducted  primarily through  subsidiaries in Perú, the Cayman
Islands,  Colombia and Bolivia, a summary of Peruvian banking and insurance regulations
and Cayman Islands banking regulations is set forth below.

Certain  requirements set forth in Law 26702 and certain SBS
 regulations,  including SBS Resolution  No.446-2000,  dated June 2000,  which  approved
the  Regulation  of the  Consolidated  Supervision  of Financial and Mixed
 Conglomerates,  are  applicable to Credicorp  and BCP.  These  regulations  affect
 Credicorp  and BCP  primarily in the areas of reporting  and risk control  guidelines,
limitations, ratios, and capital requirements.

Since  Credicorps  Common Shares are listed on the Lima Stock
Exchange in addition to the New York Stock Exchange,  Credicorp is subject to certain
reporting  requirements of the Comision Nacional  Supervisora de Empresas y Valores  (CONASEV),
 the securities market regulator,  and the Lima Stock Exchange.  See Item 9. The Offer
and  Listings(C) MarketsThe  Lima Stock  Exchange(ii) Market Regulation.

(ii)     BCP

Overview

The  operations of BCP are regulated by Peruvian law. The regulatory
 framework for the  operations of the Peruvian  financial sector is set forth in Law
26702.  Implementation  and  enforcement  of Law 26702 are  effected by periodic
 resolutions  issued by the SBS. See 10. The Peruvian  Financial  System. The SBS,
under the direction of the  Superintendent of Banks and Insurance  Companies, supervises
and regulates  those entities that Law 26702  classifies as financial  institutions,
 including  commercial  banks,  finance companies,  small business finance companies,
 savings and loan corporations,  financial services companies such as trust companies and
investment  banks,  and insurance  companies.  Financial  institutions  must seek the
 authorization  of the SBS before  initiating new operations.

BCPs  operations  are  supervised  and  regulated by the SBS and
the Central Bank.  Violators of specified  provisions of Law 26702 and its underlying
 regulations are subject to administrative  sanctions and criminal  penalties.
 Additionally,  the SBS and the Central Bank have the  authority to fine  financial
 institutions  and their  directors  and  officers if they violate  Peruvian  laws,
regulations or their own institutions bye-laws.

CONASEV is the Peruvian government  institution  charged with
promoting the securities  markets,  ensuring fair competition in the markets,
 supervising the proper  management of businesses that trade in the markets and
regulating their activities and accounting practices.  BCP must inform CONASEV of
significant  events  affecting its business and is required to provide  financial
 statements to the Lima Stock Exchange on a quarterly  basis.  BCP is regulated by
CONASEV through  Credibolsa,  BCPs  wholly-owned  brokerage house, and Credifondo, BCPs
wholly-owned mutual fund administration company.  CONASEV examines Credibolsa and
Credifondo on a regular basis.

Under Peruvian law, banks are permitted to conduct  brokerage
 operations and administer  mutual funds,  but must conduct such operations through
 subsidiaries.  Bank employees,  however,  may market the financial products of the banks
brokerage and mutual fund subsidiaries.  Banks are prohibited from issuing  insurance
 policies,  but are not prohibited  from  distributing  insurance  policies issued by
insurance companies.

Authority of the SBS

Perús  Constitution  and Law 26702 (which  contains the statutory
 charter of the SBS) grant the SBS the authority to oversee and control banks and
financial institutions (with the exception of brokerage firms),  insurance and
reinsurance  companies,  companies that receive  deposits from the general  public and
other similar  entities as defined by the law. In addition,  the SBS supervises the
Central Bank to ensure that it abides by its statutory charter and bye-laws.

The SBS is granted  administrative,  financial and operating
autonomy.  Its objectives include protecting the public interest, ensuring the financial
 stability of the institutions  over which it has authority,  and punishing  violators of
its  regulations.  Its responsibilities  include:  (i) reviewing and approving,  with the
assistance of the Central Bank, the  establishment  and organization of subsidiaries  of
the  institutions it regulates;  (ii) overseeing  mergers,  dissolution,  and
 reorganization  of banks,  financial institutions,  and insurance  companies;  (iii)
 supervising  financial,  insurance and related  companies from which information on an
individual or consolidated  basis is required,  through changes in ownership and
management  control (this  supervision also applies to non-bank holding  companies,  such
as Credicorp);  (iv) reviewing the bye-laws and amendments  thereto of these companies;
 (v) setting forth criteria  governing the transfer of bank shares,  when permitted by
law, for valuation of assets and  liabilities and for minimum capital  requirements;  and
(vi)  controlling  the Central de Riesgos  (Bank Risk  Assessment  Center),  to which all
banks are legally required to provide  information  regarding all businesses and
 individuals  with whom they deal without regard to the amount of credit risk (the
 information  provided is made  available to all banks to allow them to monitor
 individual  borrowers  overall  exposure to Perús  banks).  In addition  to
 supervising  BCP,  the SBS  supervises  Credicorp  on the basis that it is a  financial
 conglomerate conducting the majority of its operations in Perú.

Management of Operational Risk

SBS Resolution No. 006, enacted in January 2002,  approved
 guidelines for the management of operational  risk, which includes a broad range of
risks. The Resolution  defines  operational risks as those dealing with the possibility
of suffering  financial losses due to deficiencies in internal  procedures,  information
 technology or personnel,  or the occurrence of adverse external  events.  It also
establishes  responsibilities  for developing policies and procedures to identify,
 measure,  control and report such risks. Banks are required to adequately  manage risks
 involved in the  performance of their  operations and services in order to minimize
 possible financial  losses due to inadequate or non-existent  policies or procedures.
 Banks must be in compliance with the new  requirements by June 2003.

Credicorp,  following these SBS guidelines as well as guidelines
issued by the Basel Committee on Banking  Supervision and the advice of international
 consultants,  has set up at BCP a specialized unit in charge of introducing  advanced
risk control procedures. In forming this unit,  Credicorp intends to be guided by the
risk control standards of international  financial  institutions noted for their
leadership in this field. The units overall  objective is the  implementation  of an
efficient and permanent  monitoring  system for the control of operational  risks.  There
are ongoing  initiatives for the establishment of operational risk management  procedures
at other Credicorp  subsidiaries.  Additionally,  procedures that will allow Credicorp to
comply  specifically  with internal  controls requirements under Section 404 of the U.S.
Sarbanes-Oxley Act of 2002 are being developed as part of a company-wide effort.

In March 2003,  BCPs Board of Directors  approved the creation of a
new Operational  Risk Committee for BCP. The Committee is chaired by Credicorps  Chief
 Financial and  Accounting  Officer and its members  include  managers from the Legal,
 Human  Resources, Systems, Internal Audit, Banking Services and Risks divisions of BCP.

Capital Adequacy Requirements

Since  the  approval  of  Legislative  Decree  637 in 1991,  the SBS
has  issued  capital  adequacy  requirements  for  credit institutions,  adopting a
framework  structurally similar to that proposed by the Basel Accord.  Weights assigned
to various classes of assets and the contents of the  classifications  were  initially
more stringent  under  Legislative  Decrees 637 and 770 than under the Basel Accord.  Law
26702 has adopted  criteria  similar to the Basel Accord and provides for five categories
of assets,  with different risk weights  assigned to each  category.  The  categories
 range from  Risk-free  Assets,  to which a weighting of 0% is assigned,  to Assets,
 which  require a weighing  of 100%.  Banks are  required  to prepare  and submit to the
SBS,  within the first 15 days of each month,  a  report  analyzing  the  banks  assets
 for  the  previous  month  and  totaling  the  banks  regulatory  capital.  Foreign
currency-denominated assets are valued in Nuevos Soles at the SBS average exchange rate
in effect as of the date of each such report.

According  to Article  184 of Law 26702,  regulatory  capital
 consists  of the sum of (i) paid-in  capital,  legal  reserves, discretionary  reserves
(if any),  generic reserves for losses in the loan portfolio or other indirect credit
exposure (up to 1% of the total  value of both) and a  percentage  of  certain
 subordinated  bonds  issued by the bank,  less  (ii)  equity  investments  in all
consolidated  subsidiaries.  The  resulting  amount is adjusted to reflect  profits or
losses from  previous  years and for the current year, as well as to reflect  adjustments
 for exposure to inflation and for the deficit in the reserves,  less the balance,  if
any, of the reserve for asset  revaluation.  According to Article 184,  regulatory
 capital can be segmented  and applied to cover credit risks and market risks.  Beginning
in March 1999,  the SBS issued  regulations  requiring  the  segregation  of  regulatory
 capital to cover foreign exchange risk exposure, and, starting in June 30, 2000, to
cover risk related to investments in equity shares.

Law 26702  requires  that the total amount of  risk-weighted  assets
not exceed 11 times the  regulatory  capital of the bank, meaning that BCP must  maintain
 regulatory  capital at a level of at least 9.09% of its total  risk-weighted  assets.
 The limit of 11 times  risk-weighted  assets to  regulatory  capital  was phased in,
 becoming  effective  in  December  1999.  Any bank that is not in compliance with the
capital  adequacy  requirements of Law 26702 is required to post a special deposit with
the Central Bank,  which is frozen until such bank is within the capital adequacy
 requirements.  Regulatory  capital in excess of credit risk  requirements may be applied
to cover market risks. In general,  foreign exchange risk positions  require a coverage
of 9.09% of regulatory  capital.  As of December 31, 2002, BCPs  unconsolidated  amount
of risk-weighted  assets was 9.6 times regulatory  capital,  or regulatory capital was
10.4% of risk-weighted assets which included US$198.3 million of market risk assets.

Regulations  for the  supervision  of market  risks,  enacted in May
1998,  require banks to establish  internal  policies and procedures  to monitor  these
risks,  as well as market risk  exposure  limits.  Regulations  define  market risks as
the probable loss derived from exposure to various classes of commodities,  securities,
 foreign  exchange,  derivative  operations or commercial  assets that banks may hold,
that could be registered or not in their balance sheets.

Legal Reserve Requirements

Pursuant to Article 67 of Law 26702,  all banks must create a legal
 reserve.  Each year a bank must  allocate  10% of its net income to its legal  reserve
 until its legal  reserve is equal to 35% of its  paid-in  capital  stock.  Any
 subsequent  increases  in paid-in  capital will imply a  corresponding  increase in the
required level of the legal reserves to be funded as described  above. As of  December 31,
 2002,  BCPs  unconsolidated  legal reserve was S/.510.8  million  (US$145.4  million),
 equivalent to 46.7% of BCPs paid-in capital as of such date.

Provisions for Loan Losses

Guidelines for the establishment of provisions for loan losses by
Peruvian credit  institutions,  including  commercial banks, are set by the SBS. Law
26702 grants  authority to the SBS to establish  generic loan  reserves of up to 1% on
loans  classified in the Normal (A) risk category.  See 12.  Selected  Statistical
 Information(iii) Loan  PortfolioClassification  of the Loan  Portfolio.Additionally,
 Law 26702 does not allow for the  inclusion of  collateral  in  determining  the net
amount of  outstanding  credit risk subject to provision.

Provisions for Country Risk

SBS Resolution No. 505,  enacted in June 2002,  requires the
 establishment  of provisions for exposure to country risk, which is defined as including
 sovereign risk,  transfer risk and  expropriation  or  nationalization  risk, that may
affect  operations with companies or individuals in foreign countries.  Additionally,
 the SBS established  guidelines for the procedures and  responsibilities for the
 management  of country  risk,  to be applied no later than October 31, 2002.  Operations
 subject to country risk were to have required  provisions  registered  by January 31,
2003.  Procedures  already  followed by  Credicorp  for the control of its exposure in
different  countries  are  similar  to the  guidelines  of this  Resolution,  except for
the  required  provisions.  As of March  2003, Credicorp complied with the required
provision level of US$1.8 million, which was charged against BCPs results.

Central Bank Reserve Requirements

Under Law 26702,  banks and finance  companies  are required to
maintain an encaje  (legal  reserve) for certain  obligations. The Central Bank may
require  additional and marginal  reserves.  The exact level and method of calculation of
the reserve  requirement is set by the Central Bank. For purposes of calculating the
required legal reserve,  the following,  pursuant to regulations  issued by the SBS, are
obligations: demand and time deposits, savings accounts, securities, certain bonds and
funds administered by the bank.

Since August 2000 the rate of the legal  reserve has been 6%
(formerly 7%) of the  obligations  described  above.  The reserve may be kept in cash by
the  corresponding  bank or finance  company,  with a minimum of 1% held in deposits in
current  accounts in the Central Bank. As of December 31, 2000,  additional  reserves for
 obligations in foreign  currency are determined in two steps.  First, foreign  currency
 obligations  exceeding  the base amount,  set as the average daily  balance  during July
2000,  are subject to a 20% reserve  requirement  (45% during 1997). In the second step,
the obligations  equal to or less than the base amount average balance are subject to a
reserve  requirement  average  rate of  approximately  34% since August 2000.  This
average rate was  approximately  43% during 1997,  decreasing 4.5 percentage  points in
the last months of 1998, and again by 3 percentage  points in August 2000. The legal
reserve (6%) and the additional  reserve must be calculated in Nuevos Soles for
 obligations in local currency and in U.S.  Dollars for obligations in foreign  currency.
 The Central Bank also  establishes  the interest rate payable from time to time on the
reserves that exceed the legal 6% requirement.  The Central Bank oversees compliance with
the reserve requirements.

In the past few years,  the Central Bank has on numerous  occasions
 changed the deposit  reserve  requirements  applicable to Peruvian  commercial  banks
and both the rate of  interest  paid on deposit  reserves  and the amount of deposit
 reserves  on which no interest  is payable by the  Central  Bank.  Changes in the
 supervision  and  regulation  of BCP,  such as changes in deposit  reserve requirements
 or in the amount of interest  payable on deposit  reserve  requirements,  may adversely
 affect the  business,  financial condition and results of operations of Credicorp.

Lending Activities

Law 26702 sets maximum  amounts of credit that each financial
 institution  may extend to a single  borrower.  For purposes of Law 26702, a single
 borrower  includes an individual or an economic  group.  An economic  group
 constituting a single or common risk, according to Law 26702,  includes a person,  such
persons close  relatives and companies in which such person or close  relatives have
significant  share  ownership  or  decision-making  capability.  According  to  current
 regulations,  shareholders  who own or control directly or indirectly at least one-tenth
of a companys shares are considered significant  shareholders.  Significant
 decision-making capability is deemed to be present when,  among other factors,  a person
or group can exercise  material and continuous  influence upon the  decisions  of a
company,  when a person or company  holds seats on the Board of  Directors  or has
 principal  officers in another company,  or when it can be assumed  that one company or
person is the  beneficial  recipient of credit  facilities  granted to another company.

The limits for credit  extended to one  borrower  vary  according
 to the type of borrower and the  collateral  received.  The limit  applicable to credit
for any Peruvian  borrower is 10% of the banks  regulatory  capital,  applied to both
 unconsolidated  and consolidated  records,  which may be increased to up to 30% if the
loan is  collateralized  in a manner  acceptable under Law 26702. As of  December 31,
 2002,  the 10.0%  credit limit per  borrower of BCP,  unconsolidated,  was  S/.140.9
 million  (US$40.1  million) for unsecured  loans,  and the 30.0% limit amounted to
S/.422.6 million  (US$120.3  million) for secured loans. If a financial  institution
exceeds these limits, the SBS may impose a fine on the institution.

In certain limited  circumstances,  the Central Bank has the
authority to establish  maximum limits on the interest rates that commercial  banks and
other financial  institutions  may charge on loans pursuant to Article 52 of the organic
law of the Central Bank. No such limits are  currently  in place.  However,  there can be
no assurance  that in the future the Central  Bank will not  establish maximum limits on
the interest rates that commercial banks or other financial institutions may charge.

Related Party Transactions

Law 26702 regulates and limits transactions with related parties and
affiliates of financial institutions.  In 1997, the SBS and CONASEV enacted regulations
with precise definitions of indirect ownership, related parties and economic groups,
which serve as the basis for determining limits on transactions with related parties and
affiliates.  These regulations also provide the basis for the subsequent development of
specific standards for the supervision of financial and mixed conglomerates formed by
financial institutions.

The total amount of loans to  directors,  employees or close
 relatives of any such persons may not exceed  7% of a banks  paid-in  capital  in the
 aggregate.  All loans  made to any  single  related  party borrower may not exceed 0.35%
of paid-in capital (i.e., 5% of the overall 7% limit).

In addition,  under Law 26702,  as amended by Law 27102,  the
aggregate  amount of loans to related party  borrowers  considered  to be an  economic
 group  may not  exceed  30%  (previously  75%) of a banks regulatory  capital.  For
purposes of this test,  related party borrowers  include any corporation  holding,
directly or indirectly,  4% or more of a banks shares,  directors,  certain of a banks
principal executive officers or persons  affiliated with the  administrators  of the
bank. See Lending  Activities  above for the meaning of economic  group under Law
26702.  Loans to  individual  related  party  borrowers  are also subject to the limits
on lending to a single  borrower  described  under Lending  Activities  above.  All
loans to related  parties must be made on terms no more  favorable  than the best terms
that the bank offers to the public.

Ownership Restrictions

Law 26702  establishes  certain  restrictions on the ownership of a
banks shares.  Banks must have at least two  unrelated  shareholders  at all times.
 Restrictions  are placed on the ownership of shares of any  bank by  persons  that  have
 committed  certain  crimes,  as  well as by  public  officials  who  have supervisory
 powers over banks or who are majority  shareholders of an enterprise of a similar
 nature.  All transfers of shares in a bank must be reported  after the fact to the SBS
by the bank.  Transfers  involving the  acquisition by any individual or  corporation,
 whether  directly or indirectly,  of more than 10% of a banks  capital  stock must
receive  prior  authorization  from the SBS. The SBS may deny  authorization  to such
 transfer of shares if the  purchasers  (or their  shareholders  in the case of juridical
 persons) are legally  disabled,  have  engaged  in  illegal  activity  in the areas of
 banking,  finance,  insurance  or reinsurance,  or if  objections  are  raised on the
 basis of the  purchasers  moral  fitness  or  economic solvency.  The decision of the
SBS on this matter is final,  and cannot be  overturned  in the courts.  If a transfer is
effected  without  obtaining the prior approval of the SBS, the purchaser may be fined an
amount equivalent  to the value of the  securities  transferred.  In addition,  the
 purchaser  will be required to sell the  securities  within thirty days, or the fine
will double,  and the purchaser is  disqualified  from exercising its voting rights at
 shareholders  meetings.  Foreign  investors  receive the same treatment as Peruvian
nationals and are subject to the limitations described above.

Risk Rating

Law 26702 and SBS  Resolution  No.  672,  enacted  in  October
 1997,  require  that all  financial companies  be rated by at least two risk  rating
 companies  on a  semi-annual  basis  (updated in March and September),  in addition to
the SBSs own  assessment.  Criteria to be considered in the rating include risk
management  and  control  procedures,  loan  quality,  financial  strength,
 profitability,   liquidity  and financial  efficiency.  Five risk  categories  are
assigned,  from A,  lowest risk, to E,  highest risk, allowing  for  sub-categories
 within each  letter.  As of  September  2002,  BCP was  assigned the A risk category
by its two rating agencies.

Deposit Fund

Law 26702  provides for mandatory  deposit  insurance to protect all
types of deposits of financial institutions by establishing  the Fondo de Seguro de Depósitos
 (Deposit  Insurance Fund, or the Fund) for individuals,  associations,  not-for-profit
 companies,  and demand  deposits  of  non-financial  companies. Financial  institutions
must pay an annual premium  calculated on the basis of the type of deposits accepted by
the entity  and the risk  classification  of such  entity,  made by the SBS and at least
two  independent risk-rating  agencies.  The annual  premiums  begin at 0.45% of total
funds on deposit under the coverage of the Fund, if the bank is classified in the lowest
risk category,  and increase to 1.45%  applicable to banks in the highest  risk
 category.  The maximum  amount that a customer is entitled to recover from the Fund is
S/.68,067 from June through August 2003.

Intervention by the SBS

Pursuant to Law 26702,  as amended by Law 27102,  the SBS has the
power to seize the operations and assets of a bank.  These laws provide for three levels
of  intervention  by the SBS: a  supervisory  regime, an  intervention  regime  and the
 liquidation  of the  bank.  Any of these  actions  may be taken  upon the occurrence of
certain  events,  including if such bank: (i)  interrupts  payments on its  liabilities,
 (ii) repeatedly fails to comply with the  instructions of the SBS or the Central Bank,
(iii) repeatedly  violates the  law  or  the  provisions  of  the  banks  bye-laws,
 (iv)  repeatedly  manages  its  operations  in an unauthorized  or  unsound  manner;  or
(v) its  regulatory  capital  falls or is  reduced  by more than 50%. Rather than seizing
the  operations and assets of a bank,  the SBS may adopt other  measures,  including (i)
placing  additional  requirements  on a commercial  bank,  (ii) ordering it to increase
its capital stock or divest certain or all of its assets,  or (iii) imposing a special
 supervision  regime during which the bank must adhere to a financial restructuring plan.

The SBS  intervention  regime,  halts a banks  operations  and may
last for a maximum  of 45 days, which may be  extended  for a second  period of up to 45
 additional  days,  during  which  time the SBS may institute measures such as: (i)
canceling losses by reducing  reserves,  capital and subordinated debt, (ii) segregating
 certain  assets and  liabilities  for  transfer  to another  financial  institution,
 and (iii) merging the  intervened  bank with another  acquiring  institution  according
to the program  established by Urgent Decree No.  108-2000,  of November 2000.  After the
 intervention,  the SBS will proceed to liquidate the bank except if the preceding option
(iii) was applied.

(iii)    ASHC

General

Atlantic  Security  Bank (ASB),  a subsidiary of ASHC, is a Cayman
 Islands bank with a branch in Panama.  ASB is regulated  by the  regulatory  authorities
 of the Cayman  Islands and the Panama  branch is regulated by the banking  authorities
 of Panama.  The  supervision  of ASB by Cayman Islands and Panamanian regulatory
 authorities is less extensive than the supervision and regulation of U.S. banks by U.S.
 banking authorities.  In  particular,  ASB does not have a lender of last resort and its
deposits are not guaranteed by any government agency.

ASB is registered as an exempted  company and licensed in the Cayman
Islands  pursuant to the Banks and Trust  Companies Law (2003 Revision) (the Cayman
 Banking Law).  ASB holds an unrestricted  Category B Banking  License and a Trust
 License.  As a holder of a Category B License,  ASB may not take deposits from any
person  resident  in the Cayman  Islands  other than  another  licensee  or an  exempted
 or an ordinary non-resident company which is not carrying on business in the Cayman
Islands.

ASB also may not invest in any asset which  represents a claim on
any person resident in the Cayman Islands except a claim  resulting  from: (i) a loan to
an exempted or an ordinary  non-resident  company not carrying on business  in the Cayman
 Islands;  (ii) a loan by way of mortgage to a member of its staff or to a person
 possessing  or being  deemed to  possess  Caymanian  status  under the  Immigration
 Law,  for the purchase or  construction  of a residence in the Cayman  Islands to be
 owner-occupied;  (iii) a transaction with another  licensee;  or (iv) the purchase of
bonds or other  securities  issued by the government of the Cayman  Islands,  a body
 incorporated  by  statute,  or a company  in which the  government  is the sole or
majority  beneficial  owner. In addition,  ASB may not,  without the written  approval of
the Cayman Islands Monetary Authority (the  Authority),  carry on any business in the
Cayman Islands other than for which the B license has been obtained.

There are no  specified  ratio or  liquidity  requirements  under
the Cayman  Banking  Law, but the Authority expects  observance of prudent banking
 practices.  As a matter of general practice,  the ratio of liabilities  to capital  and
surplus  should not exceed  40-to-1  and the ratio of  risk-weighted  assets to capital
and surplus should not exceed 8.33-to-1 (12%).  There is a statutory  minimum net worth
 requirement of  US$480,000,  but, in the normal course of events,  the Authority will
require a bank or trust company to maintain a higher  paid-in  capital  appropriate  to
its  business.  It is the practice of the  Authority to require  compliance  with the
 guidelines  promulgated  by the  Basel  Accord  on  Banking  Regulations  and
Supervisory  Practices  although,  in special  circumstances,  different  gearing  and/or
capital risk asset ratios may be  negotiated.  Monitoring of compliance  with the Cayman
Banking Law is the  responsibility  of the Authority.

Continuing Requirements

Under the law of the Cayman Islands, ASB is subject to the following
continuing  requirements:  (i) to ensure good standing  under the Cayman Islands
 Companies  Law,  including the filing of annual and other returns and the payment of
annual fees,  (ii) to file with the  Registrar of  Companies  particulars  of any change
in the  information  or  documents  required to be supplied to him and to pay annual
 fees,  (iii) to file  quarterly  with the  Authority  certain  prescribed  forms,  (iv)
to file with the  Authority  audited accounts  within three months of each financial
 year; in the case of a locally  incorporated  bank which is not part of a  substantial
 international  banking  group,  current  practice  is also to  request  a senior officer
or board member to discuss  these  accounts each year  personally  at a meeting with the
 Authority, and (v) to file an annual questionnaire.

ASB is required by the Cayman  Banking Law to have at least two
directors.  Additionally,  ASB must receive prior approval from the Authority (i) for any
proposed  change in the directors or senior  officers, though in  exceptional  cases a
waiver can be obtained  enabling  changes to be reported  after the event or even
annually in the case of a branch of a substantial  international bank, (ii) for the
issue,  transfer or other  disposal of shares (it is rare for a waiver to be granted in
respect of shares  except in the case of a branch of a  substantial  international  bank
and where the shares are widely held and  publicly  traded), (iii) for any  significant
 change in the  business  plan  filed on the  filing  of the  original  License
application,  or (iv) to open a  subsidiary,  branch,  agency or  representative  office
 outside the Cayman Islands.  Finally,  ASB must  obtain the prior  approval of the
 Authority  to change its name and must also notify the Authority of any change in the
principal office and authorized agents in the Cayman Islands.

(iv)     Banco Tequendama

The Colombian  financial  system  operates  within the framework of
Law 45, which has been modified repeatedly  since 1990 in order to make  Colombian  banks
 more  competitive  and to comport  with the Basel Accord  guidelines,   including  the
 requirement  to  report  consolidated  financial  statements.  Banking regulations  are
 issued  by  the  Banco  de  la  República  (the  Colombian  Central  Bank)  and  by
 the Superintendencia  Bancaria  (the  Banking  Superintendency).  The  Colombian
 Central Bank is in charge of monetary and exchange rate  policies,  setting legal
reserves and possible  interest rate controls.  It also acts as  banker  to  Colombias
 financial  institutions  and as the  lender  of last  resort.  The  Banking
Superintendency  supervises  financial  activities to ensure  compliance  with  Colombias
 law of financial institutions,   with  the  exception  of  brokerage  houses,  which
 fall  under  the  jurisdiction  of  the Superintendencia de Valores (the Securities
Superintendency).

(v)      BCB

The Bolivian  banking system operates under the Ley de Bancos y
Entidades  Financieras  (the Law of Banks and Financial  Entities) No. 1488,  enacted on
April 14, 1993, which grants  supervisory powers to the Superintendency of Banks and
Financial  Entities.  Additionally,  Banco Central de Bolivia (the Central Bank of
Bolivia) regulates  financial  intermediation and deposit gathering  activities,
 determines monetary and foreign  exchange  policies,   and  establishes  reserve
 requirements  on  deposits  and  capital  adequacy guidelines  that  banks  and
 financial  companies  must  follow.  The   Superintendencia  de  Valores  (the
Securities  Superintendency)  supervises brokerage  activities,  as conducted through
Credibolsa S.A., BCBs subsidiary,  which  operates  under the Ley del Mercado de Valores
 (the  Securities  Markets Law) No. 1834, enacted on March 31, 1998.

(vi)     PPS

Overview

The  operations of PPS are regulated by Law 26702 and the SBS.
 Peruvian  insurance  companies must regularly  submit reports to the SBS regarding
 their  operations.  In addition,  the SBS conducts  on-sight examinations  of insurance
 companies at least on an annual basis,  primarily to review  compliance with the
solvency margin and reserve  requirements,  investment  requirements and the rules
governing the recognition of  premium  income.  If the SBS  determines  that a  company
 is  unable  to meet the  solvency  margin  or technical  reserve  requirements,  or is
unable to pay claims as they come due, it may either  liquidate the company or permit it
to merge with another insurance company.

Under  Peruvian law,  insurance  companies may engage in certain
 credit risk  operations,  such as guarantees,  bonds and  trusteeships,  but are
prohibited  from offering other banking  services,  operating mutual funds or offering
portfolio  management  services.  In addition,  insurance companies may not conduct
brokerage operations for third parties.

Peruvian  insurance  companies are prohibited from having an
ownership  interest in other insurance or reinsurance companies or in private pension
funds.

Establishment of an Insurance Company

Insurance companies must seek the authorization of the SBS before
commencing  operations.  Peruvian law  establishes  certain  minimum  capital
 requirements  for insurance and  reinsurance  companies.  These requirements  must be
met through cash  investments in the company.  The statutory  amounts are expressed in
constant value and are adjusted  quarterly  based on the Indice de Precios al Por Mayor
(the Wholesale Price Index).

Solvency Requirements

Pursuant to Law 26702, the SBS regulates the solvency margin of
Peruvian insurance  companies.  The solvency  margin is based upon  calculations  that
take into  account  the amount of  premiums  written  and losses incurred during a
specified period prior to date on which the calculation is made.

Insurance  companies  must also  maintain  solvency  equity,  which
must at least be equal to the highest of (a) the solvency margin,  or (b) the minimum
capital  requirement,  as established by law, or (c) the  companys  overall
 indebtedness,  calculated  in  accordance  with the  provisions  of Law 26702.  The
required amount of solvency  equity is  recalculated  at least  quarterly and is adjusted
for inflation.  If the  insurance  company has  outstanding  credit risk  operations,
 part of the  solvency  equity  should be segregated for their coverage.

Legal Reserve Requirements

Peruvian law also requires that all insurance  companies  establish
a legal  guarantee  reserve for policyholders,  by setting aside 10% of adjusted  income
before  taxes,  until the reserve  reaches at least 35% of paid-in  capital.  For PPS,
 the minimum  capital  required  as of June 30,  2003 is S/.11.9  million (US$3.4
million).

Reserve Requirements

Pursuant  to Law 26702  and  regulations  issued  by the SBS,
 Peruvian  insurance  companies  must establish  Technical  Reserves.  See 5.  Insurance(ii)
 Claims and  Reserves.  Law 26702  also  requires insurance  companies to create a
reserve for IBNR claims,  but SBS regulations  implementing this law permit gradual
 additional  reserves  through  December  31,  2002.  Estimated  IBNR  claims  are
 reflected  as  a liability,  net of recoveries and  reinsurance,  in the Credicorp
 Consolidated  Financial  Statements,  and estimated by taking into  consideration  the
arithmetic  progression of the percentages of reserves incurred but not reported,
 computed over the actual  figures for the years 1994 through  2001,  inclusive.  See
Note 2(e) to the Credicorp  Consolidated  Financial Statements.  Finally, PPS is required
by the SBS to establish pre-event reserves for risk of catastrophes.  See 5. Insurance(ii) Claims
and Reserves.

Investment Requirements

Pursuant to Law 26702, the total amount of an insurance  companys  solvency
equity and Technical Reserves  must be  permanently  supported  by  diversified  assets,
 which may not be pledged  or  otherwise encumbered.  The  investment  regulations
 further  specify  that  deposits  in and  bonds of one  financial institution  together
 cannot  exceed  10% of the total of an  insurers  solvency  equity  and  Technical
Reserves combined.  In general,  no more than 20% of an insurance  companys solvency
equity and Technical Reserves  combined may be invested in instruments  (including
stocks and bonds) issued by a company or group of companies.  In addition,  in order for
an insurance  company to invest in non-Peruvian  securities,  such securities  must be
rated by an  internationally  recognized  credit  rating  company.  Securities  owned by
insurance  companies  must be  registered  in the Public  Registry of  Securities  of Perú or
the  analogous registry of their respective country.

Related Party Transactions

Law 26702  generally  provides that  insurance  companies may not
extend credit to or guarantee the obligations of employees or members of the Board of
Directors, except for home mortgage loans to employees.

Ownership Restrictions

Law 26702  establishes the same types of restrictions with respect
to the ownership and transfer of insurance  company  shares as it does with respect to
the  ownership  and  transfer of shares in banks.  See 11. Supervision and Regulation(ii)
BCPOverview.

12. Selected Statistical Information

The following tables present certain selected statistical
 information and ratios for Credicorp for the  periods  indicated.  The  selected
 statistical  information  should  be read in  conjunction  with the information
 included in Item 5. Operating and Financial Review and  Prospects(A)  Operating
 Results and the Credicorp  Consolidated  Financial  Statements and the notes thereto.
 The  statistical  information and discussion  and  analysis  presented  below for  2002,
 2001 and 2000  reflect  the  consolidated  financial position of Credicorp and its
subsidiaries,  including BCP, ASHC, PPS and Banco  Tequendama,  as of December 31, 2002,
2001 and 2000 and the results of operations for 2002, 2001 and 2000.

(i)      Average Balance Sheets and Income from Interest-Earning
Assets

The tables below set forth selected  statistical  information based
on Credicorps  average balance sheets prepared on a consolidated basis. Except as
otherwise  indicated,  average balances,  when used, have been classified by currency
 (Nuevos Soles or foreign  currency  (primarily U.S.  Dollars)),  rather than by the
 domestic or  international  nature of the  balance.  In  addition,  except  where
 noted,  such average balances  are based on the  quarterly  ending  balances  in each
 year,  with any such  quarter-end  balance denominated in Nuevos Soles having been
 converted into U.S.  Dollars using the applicable SBS exchange rate as of the date of
such balance.  Nominal  average  interest rates have, in certain  cases,  been restated
as real average interest rates using the formula  described below.  Management  believes
that adjusting average balances and average  interest rates for inflation in this manner
provides more  meaningful  information for investors  than  unadjusted  average  balances
 and rates and does not believe that the  quarterly  averages present trends materially
different from those that would be presented by daily averages.

Real Average Interest Rates

The real average  interest  rates set forth in the tables below have
been  calculated  by adjusting the nominal average  interest rates on Nuevo
 Sol-denominated  and foreign  currency-denominated  assets and liabilities using the
following respective formulas:

Where:

R(s)  = real average interest rate on Nuevo Sol-denominated assets
and liabilities for the period. R(d)  = real average interest rate on foreign
currency-denominated assets and liabilities for the period.N(s)  = nominal average
interest rate on Nuevo Sol-denominated assets and liabilities for the period.N(d)=
nominal average interest rate on foreign currency-denominated assets and liabilities for
the period.D    = devaluation rate of the Nuevo Sol relative to the U.S. Dollar for the
period.I    = inflation rate in Perú for the period (based on the Peruvian wholesale
inflation rate).

Under these  adjustment  formulas,  assuming  positive  nominal
average  interest  rates,  the real average interest rate on a portfolio of Nuevo
 Sol-denominated  assets or liabilities  would be equal to the nominal  average  interest
 rate on that  portfolio  if the  inflation  rate  were  zero.  The real  average
interest rate would be less than the nominal  average  interest rate if the  inflation
 rate were  positive, and the real  average  interest  rate  would  be  greater  than the
 nominal  average  interest  rate if the inflation  rate were negative  (i.e.,  becomes a
deflation  rate).  In addition,  the real average  interest rate would be negative if the
inflation rate were greater than the average nominal interest rate.

Similarly,  assuming  positive  nominal average interest rates, the
real average interest rate on a portfolio  of foreign  currency-denominated  assets or
 liabilities  would be equal to the  nominal  average interest rate on that portfolio if
the difference  between the inflation rate and the devaluation  rate were zero. The real
average  interest rate would be less than the nominal average  interest rate if the
inflation rate were greater than the  devaluation  rate, and the real average  interest
rate would be greater than the nominal average  interest rate if the inflation rate were
less than the devaluation  rate. In addition,  the real  average  interest  rate would be
negative if the  inflation  rate were greater than the sum of (i) the average nominal
 interest rate, (ii) the devaluation  rate, and (iii) the product of (A) the average
nominal interest rate and (B) the devaluation rate.

The  formula for the real  average  rate for foreign
 currency-denominated  assets and  liabilities (R(d)) reflects a gain or loss in
purchasing power caused by the difference  between the devaluation rate of the Nuevo Sol
and the inflation rate in Perú during the relevant period.

The following  example  illustrates the calculation of the real
average interest rate for a foreign currency-denominated  asset during a particular
 period bearing a nominal  average  interest rate of 20% per year (N(d) = 0.20)  during
the period,  assuming a 15% annual  devaluation  rate (D = 0.15) and a 25% annual
inflation rate (I = 0.25) during the period:

The real  average  interest  rate is less than the nominal  average
 interest  rate in this example because the inflation  rate is greater than the
 devaluation  rate. If the inflation rate had been less than the  devaluation  rate
(e.g.,  25% and 40%,  respectively),  the real average  interest rate would have been
greater than the nominal  average  interest  rate. If the inflation  rate had been equal
to the  devaluation rate  (e.g.,  25% and 25%,  respectively),  the real  average
 interest  rate  would  have been equal to the nominal  average  interest rate. At any
annual  inflation  rate above 38% in the original  example (which is equal to the sum of
N(d),  D, and the  product of N(d) and D in that  example),  the real  average  interest
rate would be negative.

The  following  tables  show  quarterly  average  balances  for  all
 of  Credicorps   assets  and liabilities,  interest  earned  and  paid  amounts,  and
 nominal  rates  and  real  rates  for  Credicorps interest-earning  assets and
interest-bearing  liabilities,  all for the years ended December 31, 2000, 2001 and 2002.
 Loan fees, which are not material, are included in the tables as interest earned.

Average Balance SheetsAssets, Interest Earned and Average Interest Rates

|                                  |                                                 | Year ended December 31, |       
|--------------------------------- | ----------------------------------------------- | ----------------------- | ------
|
|ASSETS (1)                       
|                                  |                                                 |                         |       
|Interest-earning assets:          | (U.S. Dollars in thousands, except percentages)
|Deposits in Central Bank         
|Nuevos Soles                      | US$-                                            | US$-                    | -3.57%
|Foreign Currency                  | 1,031,965                                       | 63,839                  | 3.57  
|Total                             | 1,031,965                                       | 63,839                  | 3.57  
|Deposits in other banks          
|Nuevos Soles                      | 31,625                                          | 7,033                   | 17.88 
|Foreign Currency                  | 327,303                                         | 13,453                  | 1.55  
|Total                             | 358,928                                         | 20,486                  | 2.99  
|Investment securities            
|Nuevos Soles                      | 105,387                                         | 16,382                  | 11.42 
|Foreign Currency                  | 473,898                                         | 57,262                  | 9.33  
|Total                             | 579,285                                         | 73,644                  | 9.71  
|Total loans (2)                  
|Nuevos Soles                      | 522,016                                         | 138,498                 | 22.02 
|Foreign Currency                  | 4,019,793                                       | 460,344                 | 8.71  
|Total                             | 4,541,809                                       | 598,842                 | 10.24 
|Total dividend-earning assets (3)
|Nuevos Soles                      | 176,305                                         | 4,880                   | -0.90 
|Foreign Currency                  | 168,075                                         | 1,844                   | -1.39 
|Total                             | 344,380                                         | 6,724                   | -1.14 
|Total interest-earning assets    
|Nuevos Soles                      | 835,333                                         | 166,793                 | 15.69 
|Foreign Currency                  | 6,021,034                                       | 596,742                 | 7.21  
|Total                             | 6,856,367                                       | 763,535                 | 8.24  
|Non interest-earning assets:     
|Cash and due from banks          
|Nuevos Soles                      | 65,298                                          |                         |       
|Foreign Currency                  | 205,962                                         |                         |       
|Total                             | 271,260                                         |                         |       
|Reserves for loan losses         
|Nuevos Soles                      | (33,630)                                        |                         |       
|Foreign Currency                  | (312,001)                                       |                         |       
|Total                             | (345,631)                                       |                         |       
|Premises and equipment           
|Nuevos Soles                      | 169,659                                         |                         |       
|Foreign Currency                  | 99,331                                          |                         |       
|Total                             | 268,990                                         |                         |       
|Other non-interest-earning assets
|Nuevos Soles                      | 224,479                                         |                         |       
|Foreign Currency                  | 328,187                                         |                         |       
|Total                             | 552,666                                         |                         |       
|Total non-interest-earning assets
|Nuevos Soles                      | 425,806                                         |                         |       
|Foreign Currency                  | 321,479                                         |                         |       
|Total                             | 747,285                                         |                         |       
|Total average assets             
|Nuevos Soles                      | 1,261,138                                       | 166,793                 | 9.19  
|Foreign Currency                  | 6,342,512                                       | 596,742                 | 6.72  
|Total                             | 7,603,650                                       | 763,535                 | 7.13  

|(1) | Does not include out-of-period adjustments.                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Figures for total loans include past due loans, but do not include accrued but
unpaid interest on such past due loans in the year in which such loans became past due. Accrued but unpaid
interest for years prior to the year in which a loan became past due is included.
|(3) | As per IAS, dividends are considered interest income.                                                                                                                                                                                                                      

Average Balance SheetsLiabilities, Interest Paid and Average Interest Rates

|                                                                |                                                 | Year ended December 31, |      
|--------------------------------------------------------------- | ----------------------------------------------- | ----------------------- | -----
|
|LIABILITIES (1)                                                
|                                                                |                                                 |                         |      
|Interest-bearing liabilities:                                   | (U.S. Dollars in thousands, except percentages)
|Demand deposits                                                
|Nuevos Soles                                                    | US$152,873                                      | US$10,001               | 2.74%
|Foreign Currency                                                | 424,693                                         | 8,101                   | -0.60
|Total                                                           | 577,566                                         | 18,102                  | 0.29 
|Savings deposits                                               
|Nuevos Soles (2)                                                | 221,784                                         | 14,165                  | 2.59 
|Foreign Currency                                                | 1,102,687                                       | 36,323                  | 0.75 
|Total                                                           | 1,324,471                                       | 50,488                  | 1.06 
|Time deposits                                                  
|Nuevos Soles                                                    | 311,150                                         | 43,236                  | 9.83 
|Foreign Currency                                                | 2,848,093                                       | 215,079                 | 4.91 
|Total                                                           | 3,159,243                                       | 258,315                 | 5.39 
|Due to banks and correspondents                                
|Nuevos Soles                                                    | 27,412                                          | 1,138                   | 0.44 
|Foreign Currency                                                | 512,667                                         | 61,705                  | 9.28 
|Total                                                           | 540,079                                         | 62,843                  | 8.83 
|Total interest-bearing liabilities                             
|Nuevos Soles                                                    | 713,219                                         | 68,540                  | 5.70 
|Foreign Currency                                                | 4,888,140                                       | 321,208                 | 3.95 
|Total                                                           | 5,601,359                                       | 389,748                 | 4.17 
|Non-interest-bearing liabilities and shareholders equity:     
|Other liabilities                                              
|Nuevos Soles                                                    | 94,488                                          |                         |      
|Foreign Currency                                                | 1,132,053                                       |                         |      
|Total                                                           | 1,226,541                                       |                         |      
|Shareholders equity                                           
|Nuevos Soles                                                    | 479,279                                         |                         |      
|Foreign Currency                                                | 296,472                                         |                         |      
|Total                                                           | 775,751                                         |                         |      
|Total non-interest-bearing liabilities and shareholders equity
|Nuevos Soles                                                    | 573,767                                         |                         |      
|Foreign Currency                                                | 1,428,525                                       |                         |      
|Total                                                           | 2,002,292                                       |                         |      
|Total average liabilities and shareholders equity             
|Nuevos Soles                                                    | 1,286,986                                       | 68,540                  | 1.57 
|Foreign Currency                                                | 6,316,664                                       | 321,208                 | 2.50 
|Total                                                           | 7,603,650                                       | 389,748                 | 2.34 

|(1) | Does not include out-of-period adjustments.                         
|--- | --------------------------------------------------------------------
|(2) | Includes the amount paid to Central Bank for deposit insurance fund.

Changes in Net Interest Income and Expense: Volume and Rate Analysis

|                                     | 2001/2000                   | 2002/2001
|------------------------------------ | --------------------------- | ---------
|
|
|                                     | (U.S. Dollars in thousands)
|Interest Income:                     |                             |          
|Interest-earning deposits in Central
|Bank                                
|Nuevos Soles                         | US$--                       | --       
|Foreign Currency                     | 94                          | (24,461) 
|Total                                | 94                          | (24,461) 
|Deposits in other banks             
|Nuevos Soles                         | (3,747)                     | (821)    
|Foreign Currency                     | 11,434                      | (1,302)  
|Total                                | 7,687                       | (2,123)  
|Investment securities               
|Nuevos Soles                         | 4,030                       | (4,687)  
|Foreign Currency                     | 31,498                      | (21,878) 
|Total                                | 35,531                      | (26,565) 
|Total loans(1)                      
|Nuevos Soles                         | 10,069                      | (11,130) 
|Foreign Currency                     | (22,896)                    | (30,631) 
|Total                                | (12,826)                    | (41,761) 
|Total dividend-earning assets       
|Nuevos Soles                         | (1,444)                     | (2,330)  
|Foreign Currency                     | (653)                       | 90       
|Total                                | (2,097)                     | (2,240)  
|Total interest-earning assets       
|Nuevos Soles                         | (1,027)                     | (9,031)  
|Foreign Currency                     | 27,843                      | (86,547) 
|Total                                | 26,816                      | (95,579) 
|Interest Expense:                   
|Demand deposits                     
|Nuevos Soles                         | 3,744                       | (7,213)  
|Foreign Currency                     | 1,515                       | (4,832)  
|Total                                | 5,259                       | (12,045) 
|Savings deposits                    
|Nuevos Soles                         | 941                         | (4,939)  
|Foreign Currency                     | (1,346)                     | (13,837) 
|Total                                | (405)                       | (18,776) 
|Time deposits                       
|Nuevos Soles                         | 9,457                       | (19,839) 
|Foreign Currency                     | (3,366)                     | (27,825) 
|Total                                | 6,091                       | (47,664) 
|Due to banks and correspondents     
|Nuevos Soles                         | (428)                       | (99)     
|Foreign Currency                     | (6,707)                     | 3,569    
|Total                                | (7,135)                     | 3,470    
|Total interest-bearing liabilities  
|Nuevos Soles                         | 12,467                      | (30,843) 
|Foreign Currency                     | (4,058)                     | (48,772) 
|Total                                | 8,409                       | (79,615) 

|(1) | Figures for total loans include past due loans, but do
not include accrued but unpaid interest on such past due loans in the year in which such loans became past due. Accrued but unpaid interest for
years prior to the year in which a loan became past due is included.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest-Earning Assets, Net Interest Margin and Yield
Spread

The following  table shows for each of the periods  indicated,  by
currency,  the levels of average interest-earning  assets,  net interest income,  gross
yield, net interest margin and yield spread, all on a nominal basis.

|                                | Year ended December 31,                        
|------------------------------- | -----------------------------------------------
|
|                                | (U.S. Dollars in thousands, except percentages)
|Average interest-earning assets |                                                
|Nuevos Soles                    | US$ 835,332                                    
|Foreign Currency                | 6,021,034                                      
|Total                           | 6,856,366                                      
|Net interest income            
|Nuevos Soles                    | 98,253                                         
|Foreign Currency                | 275,534                                        
|Total                           | 373,787                                        
|Gross yield (1)                
|Nuevos Soles                    | 19.97%                                         
|Foreign Currency                | 9.91%                                          
|Weighted-average rate           | 11.14%                                         
|Net interest margin (2)        
|Nuevos Soles                    | 11.76%                                         
|Foreign Currency                | 4.58%                                          
|Weighted-average rate           | 5.45%                                          
|Yield spread (3)               
|Nuevos Soles                    | 10.36%                                         
|Foreign Currency                | 3.34%                                          
|Weighted-average rate           | 4.18%                                          

|(1) | Gross yield is interest income divided by
average interest-earning assets.                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Net interest margin represents net interest income
divided by average interest-earning assets.                                                                      
|(3) | Yield spread, on a nominal basis, represents the difference between gross yield on average
interest-earning assets and average cost of interest-bearing liabilities.

Interest-Earning Deposits With Other Banks

The following  table shows the short-term  funds deposited with
other banks broken down by currency as of the  dates  indicated.  Deposits  held in
 countries  other  than  Perú  are  denominated  in  several currencies;  however,  the
 substantial  majority of such deposits are  denominated in U.S.  Dollars.  These
currencies  were  converted  to U.S.  Dollars  using  the  applicable  SBS  exchange
 rate as of the date of relevant balance.

|                                     | At December 31,            
|------------------------------------ | ---------------------------
|
|                                     | (U.S. Dollars in thousands)
|Nuevo Sol-denominated:               |                            
|Peruvian Central Bank                | US$0                       
|Commercial banks                     | 16,619                     
|                                     |                            
|Total Nuevo Sol-denominated          | US$16,619                  
|Foreign Currency-denominated:       
|Peruvian Central Bank (U.S. Dollars) | US$1,060,440               
|U.S. Dollars, other                  | 382,850                    
|                                     |                            
|Other                                | 4,243                      
|                                     |                            
|Total Foreign Currency-denominated   | US$1,447,533               
|                                     |                            
|Total                                | US$1,464,152               
|                                     |                            

(ii)     Investment Portfolio

The following  table shows the net book value of Credicorps
 investment  securities by type at the dates  indicated.  Figures shown in this table
include  marketable  securities as  investments.  See Notes 5 and 7 to the Credicorp
Consolidated Financial Statements.

|                                                           | At December 31,            
|---------------------------------------------------------- | ---------------------------
|
|                                                           | (U.S. Dollars in thousands)
|Nuevo Sol-denominated:                                     |                            
|Peruvian government bonds                                  | US$0                       
|Equity securities                                          | 134,320                    
|Bonds                                                      | 11,648                     
|Peruvian Central Bank certif. notes                        | 80,846                     
|Other investments                                          | 18,024                     
|                                                           |                            
|Total Nuevo Sol-denominated                                | US$244,838                 
|                                                           |                            
|Foreign Currency-denominated:                             
|Equity securities                                          | US$116,737                 
|Bonds                                                      | 278,233                    
|Investment in Peruvian debt                                | 35,902                     
|Other investment                                           | 277,308                    
|                                                           |                            
|Total Foreign Currency-denominated                         | US$708,180                 
|                                                           |                            
|Total securities holdings:                                 | US$953,018                 
|Allowance for decline in value of marketable securities(1) | (3,215)                    
|Total net securities holdings                              | US$949,803                 

|(1) | The allowance for decline in value of marketable securities
reflects the amount of reserves at December 31 of each year, which can differ from income statement amounts of provision for fluctuation
in value of investment securities if the securities for which the provision was taken during the year
are no longer in Credicorps portfolio at year-end, or if their market value by year-end exceeds
their acquisition cost, thus allowing a recovery of provision before year-end. In 2002 the allowance
is debited from the value of each individual security.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The  weighted-average  yield on Credicorps Nuevo  Sol-denominated,
 interest and  dividend-earning investment  portfolio  was 7.6% in 2000,  6.6% in 2001,
 and  3.4% in 2002.  The  weighted-average  yield on Credicorps  foreign
 currency-denominated  portfolio was 9.2% in 2000,  8.1% in 2001, and 7.5% in 2002. The
total weighted-average yield of Credicorps portfolio was 8.7% in 2000, 7.7% in 2001, and
6.4% in 2002.

The  following  table  shows  the  maturities  of  Credicorps
 investment  securities  by  type at December 31, 2002:

|                                   | Within1 year                                    | After 1 yearbut within5 years | MaturingAfter 5 yearbut within10 years | After 10Years | Total       
|---------------------------------- | ----------------------------------------------- | ----------------------------- | -------------------------------------- | ------------- | ------------
|                                   |                                                 |                               |                                        |               |             
|                                   | (U.S. Dollars in thousands, except percentages)
|Nuevo Sol-denominated: (2)         |                                                 |                               |                                        |               |             
|Equity securities (1)              | US$33,309                                       | US$0                          | US$0                                   | US$0          | US$33,309   
|Bonds and debentures               | 58,706                                          | 46,842                        | 10,610                                 | 0             | 116,158     
|Peruvian Central Bank certif notes | 184,033                                         | 0                             | 0                                      | 0             | 184,033     
|Other investments                  | 40,265                                          | 7,200                         | 520                                    | 900           | 48,885      
|                                   |                                                 |                               |                                        |               |             
|Total Nuevo Sol-denominated        | US$316,313                                      | US$54,042                     | US$11,130                              | US$900        | US$382,385  
|Foreign Currency-denominated: (2) 
|Equity securities                  | US$20,402                                       | US$4,904                      | US$14,570                              | US$41,067     | US$80,943   
|Bonds                              | 218,688                                         | 120,866                       | 75,669                                 | 46,461        | 461,684     
|Investment in Peruvian debt        | 250                                             | 488                           | 16,632                                 | 26,802        | 44,172      
|Other investments                  | 177,469                                         | 46,598                        | 10,548                                 | 36,589        | 271,204     
|Total Foreign Currency-denominated | US$416,809                                      | US$172,856                    | US$117,419                             | US$150,919    | US$858,003  
|                                   |                                                 |                               |                                        |               |             
|Total securities holdings:         | US$733,122                                      | US$226,898                    | US$128,549                             | US$151,819    | US$1,240,388
|Weighted average yield             |                                                 |                               |                                        |               | 6.42%       

|(1) | Equity securities in Credicorps trading account are categorized
as maturing within one year, while other equity securities are categorized according to their maturity.                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The allowance for decline in value of securities reserved at December 31 of each
year, can differ from income statement  amounts of provisions for fluctuation in value of investment  securities if the
      securities  for which the provision was taken during the year are no longer in  Credicorps  portfolio
      at year-end,  or if their market value by year-end  exceeds their  acquisition  cost,  thus allowing a
      recovery of provision before year-end.

If the  price  of any  security  in  Credicorps  portfolio  falls
 below  its  acquisition  price, guidelines  require  Credicorp to establish a reserve
against each individual  security in the amount of the difference  between the
 acquisition  cost and the current market value.  The provisions  taken to establish
these  reserves  are  charged to  Credicorps  income or  retained  earnings  in the case
of  marketable  or available-for-sale securities (see Note 2(h) to the Credicorp
Consolidated Financial Statements).

(iii)    Loan Portfolio

Loans by Type of Loan

The following table shows Credicorps loans by type of loan, at the
dates indicated:

|                             | At December 31,            
|---------------------------- | ---------------------------
|
|                             | (U.S. Dollars in thousands)
|Loans                        | US$3,645,065               
|Discounted notes (1)         | 504,395                    
|Advances and overdrafts      | 265,656                    
|Leasing transactions (1)     | 260,537                    
|Factoring                    | 38,529                     
|Refinanced loans             | 84,088                     
|Past due loans (2)           | 306,180                    
|                             |                            
|Total loans:                 | US$5,104,450               
|Total past due loans amounts | 306,180                    
|                             |                            
|Total performing loans       | US$4,798,270               
|                             |                            

|(1) | Figures are net of unearned interest.
|--- | -------------------------------------
|(2) | Net of unearned interest.            

The  categorization  of the  loan  portfolio  as set  forth  in the
 table  above  is  based on the regulations of the SBS, which  Credicorp has applied to
loans  generated by BCP and ASHC.  These  categories do not correspond to the
 classifications  used in preparing the breakdown of the loan portfolio by business unit
set forth under Item 4.  Information on the  Company(B)  Business  Overview3.
 Commercial  Banking.Pursuant to the guidelines of the SBS, loans are categorized as
follows:

Loans:  Basic term loans  documented by promissory  notes and other
 extensions of credit,  such as mortgage  loans,  credit cards and other consumer loans
in various forms,  including  trade finance loans to importers and exporters on
specialized terms adapted to the needs of the international trade transaction.

Discounted  notes:  Loans  discounted  at the outset (the client
signs a  promissory  note or other evidence  of  indebtedness  for the  principal  amount
 payable  at a future  date).  Discounted  loans also include  discounting of drafts,
 where  Credicorp  makes a loan supported by a draft signed by one party and discounted
by another party, with recourse to both parties.

Advances and  overdrafts:  Extensions  of credit to clients by way
of an overdraft  facility in the clients checking account; this category also includes
secured short-term advances.

Leasing  transactions:  Involves the  acquisition  by Credicorp of
an asset and the leasing of that asset to Credicorps client.

Factoring:  Involves the sale of title of a companys accounts
 receivables to a bank (or financial company).  The  receivables  are sold  without
 recourse and the bank cannot turn to the seller in the event accounts  prove
 uncollectable.  Factoring  involves  the receipt of funds by the seller from the bank
prior to the average  maturity date, based on the invoice amount of the receivable,  less
cash discounts,  less an allowance for estimated claims and returns, among other items.

Refinanced  loans:  Includes  loans that were  refinanced  because
 the client was unable to pay at maturity.  Under SBS  regulations,  a loan is required
to be categorized as a refinanced  loan when a debtor is experiencing  payment  problems,
 unless the debtor is current on all interest  payments and pays down at least  10% of
the  principal  amount  of the  original  loan.  The SBS has  required  refinanced  loans
as a separate  category since 1992,  and since July 1999, has  distinguished  a sub-group
 entitled  Restructured Loans,  defined as those loans  extended  under the  bankruptcy
 protection  procedures  established  in the Equity Restructuring Law.

Past due loans:  Includes overdue loans categorized according to the
SBS guidelines. See  Past Due Loan Portfolio for further detail.

Loans by Economic Activity

The following  table shows  Credicorps  total loan portfolio
 composition  based on the borrowers principal economic activity:

|                                          | At December 31,                                
|----------------------------------------- | -----------------------------------------------
|
|                                          | (U.S. Dollars in thousands, except percentages)
|Economy Activity                          | Amount                                         
|                                          |                                                
|Manufacturing                             | US$1,487,158                                   
|Commerce                                  | 986,227                                        
|Agriculture                               | 203,844                                        
|Mining                                    | 316,928                                        
|Construction                              | 182,799                                        
|Financial Services                        | 232,056                                        
|Communication, Storage and Transportation | 352,193                                        
|Realty Businesses and Leasing Services    | 233,141                                        
|Electricity, Gas and Water                | 76,493                                         
|Education, Health and Other Services      | 157,004                                        
|Consumer Loans (1)                        | 506,271                                        
|Others (2)                                | 370,336                                        
|                                          |                                                
|Total                                     | US$5,104,450                                   
|                                          |                                                

|                                          | At December 31,                                
|----------------------------------------- | -----------------------------------------------
|
|                                          | (U.S. Dollars in thousands, except percentages)
|Economy Activity                          | Amount                                         
|                                          |                                                
|Manufacturing                             | US$1,230,417                                   
|Commerce                                  | 572,825                                        
|Agriculture                               | 159,420                                        
|Mining                                    | 321,409                                        
|Construction                              | 124,056                                        
|Financial Services                        | 81,746                                         
|Communication, Storage And Transportation | 194,613                                        
|Realty Businesses and Leasing Services    | 211,286                                        
|Electricity, gas and water                | 159,389                                        
|Education, Health and Other Services      | 56,051                                         
|Consumer Loans (1)                        | 262,240                                        
|Others (2)                                | 691,027                                        
|                                          |                                                
|Total                                     | US$4,064,479                                   
|                                          |                                                

|(1) | Includes credit card and mortgage loans, and other
consumer loans.    
|--- | ----------------------------------------------------------------------
|(2) | Includes personal banking and small business loans, and other
sectors.

As of  December  31,  2002,  78.3% of the loan  portfolio  was
 concentrated  in Lima and 85.5% was concentrated  in Perú. An additional  7.6% and 4.8%
of the loan  portfolio was  concentrated  in Bolivia and Colombia, respectively.

Concentrations of Loan Portfolio and Lending Limits

Credicorps loans and other contingent credits to the 20 customers
 (considered as economic groups) to which it had the largest  exposure  as of December
 31,  2002 were  US$1,019.2  million on that date,  of which  US$912.3  million  were
 outstanding  loans  representing  18.9% of the  total  loan  portfolio.  See 11. Supervision
 and  Regulation(ii) BCPLending  Activities  for the  definition  of economic  group
in accordance  with SBS  regulations.  Total loans and other  contingent  credits
 outstanding and available to these  customers  ranged from  US$112.7  million to US$33.7
 million,  including  four  customers  with over US$70.0  million.  Total loans and other
 contingent  credits  outstanding  and available to  Credicorps 20 largest  customers
 were  ranked  in the  following  risk  categories  as of  December  31,  2002:  Class  A
(normal)80.3%;  Class B (potential  problems)12.1%;  Class C (substandard)7.1%;  Class
D (doubtful)0.5%; and Class E (loss)0%.  See Classification of the Loan Portfolio.

BCPs loans to a single  borrower  are subject to lending  limits
 imposed by Law 26702.  See 11. Supervision and  Regulation(ii)BCPLending  Activities.  The
applicable Law 26702 lending limits depend on the nature of the borrower  involved and
the type of collateral  received.  The sum of loans to and deposits in either another
Peruvian  universal bank or Peruvian financial  institution,  plus any guarantees of
third party  performance  received by BCP from such institution,  may not exceed 30% of
BCPs regulatory  capital, as defined by the SBS. The sum of loans to and deposits in
 non-Peruvian  financial  institutions,  plus any guarantees  of third party  performance
 received by BCP from such  institutions,  are limited to either 5%, 10% or 30%  of  BCPs
 regulatory  capital,  depending  upon  the  governmental  supervision  to  which  the
institution  is subject and upon whether it is  recognized by the Central Bank as an
 international  bank of prime  credit  quality.  The limits on lending to  non-Peruvian
 financial  institutions  increase to 50% of BCPs  regulatory  capital if the  amount by
which such loans  exceed the 5%, 10% or 30% limits is backed by certain letters of credit.

Loans to individuals not resident in Perú or companies that are not
financial  institutions  have a limit of 5% of BCPs  regulatory  capital;  however,
 this limit  increases to 10% if the  additional  5% is guaranteed by a mortgage or
certain  publicly-traded  securities.  The limit rises to 30% if the  additional amount
is  guaranteed  by  certain  banks or by cash  deposits  in BCP.  Lending  on an
 unsecured  basis to individuals  or companies  resident in Perú that are not financial
 institutions  is limited to 10% of BCPs regulatory  capital.  This limit rises to 15%
if the  additional  5% is  guaranteed  by a mortgage,  certain securities,  equipment or
other  collateral and to 20% if the additional  amount is either backed by certain debt
 instruments  guaranteed  by other local  banks,  or a foreign bank  determined  by the
Central Bank of prime credit quality,  or by other highly liquid  securities at market
value.  Finally,  the single borrower lending  limit for loans backed by a cash deposit
at BCP or by debt  obligations  of the Central Bank is 30% of BCPs regulatory  capital.
 With an unconsolidated  regulatory  capital of  S/.1,408.8 million  (US$400.9 million)
at December 31, 2002,  BCPs legal lending limits vary from  S/.70.4 million  (US$20.0
 million) to S/.704.4 million  (US$200.5  million).  Credicorps  consolidated  lending
 limits,  based on its regulatory capital on a consolidated basis of US$788.0 million at
December 31,  2002, would range from  US$39.4 million to US$394.0  million.  Management
 believes that as of December 31, 2002, BCP was in compliance with all Law 26702 lending
limits.

As of December 31, 2002,  Credicorp  complied with the  applicable
 legal lending limits in each of the  other  jurisdictions  where  it  operates.  In
 addition  to these  regulatory  limits,  Credicorp  has established an internal limit of
15% of BCPs  consolidated  equity plus generic reserves (or  approximately US$75
 million at  December  31,  2002) as the maximum  amount of loans and other  contingent
 credits  that Credicorp,  on a consolidated  basis, may extend to any customer.  Such
limit is calculated  quarterly based on Credicorps  consolidated equity plus generic
reserves at quarter-end.  A limited number of exceptions to Credicorps  internal limits
have been authorized by the Board of Directors from time to time,  based on the credit
 quality of the  borrower,  the term of the loan and the amount and  quality of
 collateral  taken by Credicorp.  Credicorp  may,  in  appropriate  and limited
 circumstances,  increase or choose to exceed this limit in the future.

In the event that  customers to which  Credicorp has  significant
 credit  exposure are not able to meet  their  obligations  to  Credicorp,  and  any
 related  collateral  is not  sufficient  to  cover  such obligations,  or if a
 reclassification  of one or more of such loans or other contingent credits results in an
increase in provisions  for loan losses,  there may be an adverse  impact on the
financial  condition and results of operations of Credicorp.

Loan Portfolio Denomination

The following table presents Credicorps Nuevo Sol and foreign
 currency-denominated loan portfolio at the dates indicated.

|                               | At December 31,                                
|------------------------------ | -----------------------------------------------
|
|Total loan portfolio:          | (U.S. Dollars in thousands, except percentages)
|                              
|Nuevo Sol-denominated          | US$556,889                                     
|Foreign Currency - denominated | 4,547,561                                      
|                               |                                                
|Total loans                    | US$5,104,450                                   
|                               |                                                

|                               | At December 31,                                
|------------------------------ | -----------------------------------------------
|
|Total loan portfolio:          | (U.S. Dollars in thousands, except percentages)
|                              
|Nuevo Sol-denominated          | US$579,229                                     
|Foreign Currency - denominated | 3,485,250                                      
|                               |                                                
|Total loans                    | US$4,064,479                                   
|                               |                                                

Maturity Composition of the Performing Loan Portfolio

The  following  table  sets  forth  an  analysis  of  Credicorps
  performing  loan  portfolio  at December 31,  2002, by type and by the time remaining
to maturity.  Loans are stated before deduction of the reserves for loan losses.

|                                              | Maturing                                       
|--------------------------------------------- | -----------------------------------------------
|
|                                              |                                                
|                                              | (U.S. Dollars in thousands, except percentages)
|Loans                                         | US$3,268,103                                   
|Discounted notes (1)                          | 175,949                                        
|Advances and overdrafts                       | 169,132                                        
|Leasing transactions (1)                      | 405,200                                        
|Factoring                                     | 62,302                                         
|Refinanced loans                              | 330,842                                        
|                                              |                                                
|Total                                         | US$4,411,528                                   
|                                              |                                                
|Percentage of total performing loan portfolio | 100.00%                                        

|(1) | Figures are net of unearned interest.
|--- | -------------------------------------

Interest Rate Sensitivity of the Loan Portfolio

The following table sets forth the interest rate  sensitivity of the
loan portfolio at December 31, 2002, by currency and by the time remaining to maturity
over one year.

|                             | Amount atDecember 31,2002   | Maturing After1 year
|---------------------------- | --------------------------- | --------------------
|                             |                             |                     
|                             | (U.S. Dollars in thousands)
|Variable Rate                |                             |                     
|Nuevo Sol-denominated        | US$191,025                  | US$39,580           
|Foreign Currency-denominated | 1,854,443                   | 611,058             
|                             |                             |                     
|Total                        | US$2,045,468                | US$650,638          
|                            
|Fixed Rate                  
|Nuevo Sol-denominated        | 486,481                     | 55,731              
|Foreign Currency-denominated | 2,285,714                   | 700,075             
|                             |                             |                     
|Total                        | US$2,772,195                | US$755,806          
|                            
|Total                        | US$4,817,663                | US$1,406,444        

Classification of the Loan Portfolio

Credicorp  classifies BCPs loan portfolio (which includes the loan
portfolio of BCB) in accordance with SBS  regulations  and in the future intends to
classify the loan  portfolio of ASHC in accordance  with SBS  regulations  as well.
 According to SBS  Resolution  No.  808-2003,  banks must  classify all loans and other
 credits  into one of four  categories  based  upon the  purpose  of the loan;  these
 categories  are commercial,  micro-business,  consumer and residential  mortgage.
 Commercial loans are generally those that finance the production and sale of goods and
services,  including  commercial leases, as well as credit card debt on cards held by
business  entities.  Micro-business  loans,  exclusively  targeted for the  production
and sale of goods and services,  are made to  individuals  or companies with no more than
US$30,000 in total loans  received from the  financial  system.  Consumer  loans are
 generally  loans granted to  individuals, including credit card  transactions,
 overdrafts on personal demand deposit accounts,  leases, and financing goods or
 services  not  related  to a  business  activity.  Residential  mortgage  loans  are all
 loans to individuals for the purchase, construction,  remodeling,  subdivision or
improvement of the individuals own home,  in each case backed by a mortgage.  Mortgage
 loans made to directors  and employees of a company are also considered  residential
 mortgage loans.  Mortgage-backed  loans are considered  commercial  loans. The
classification  of the loan  determines  the amount the bank is required to reserve
should the borrower fail to make payments as they become due.

Regulations  promulgated  by the SBS also require  Peruvian banks to
classify all loans into one of five other categories  depending upon the degree of risk
of nonpayment of each loan.  Credicorp  reviews its loan portfolio on a continuing
 basis,  and the SBS reviews the portfolio as it deems  necessary or prudent. In
 classifying  its loans based upon risk of  nonpayment,  Credicorp,  in compliance  with
SBS  guidelines, assesses the following  factors:  the payment  history of the particular
 loans,  the history of Credicorps dealings with the borrower,  management,  operating
history,  repayment capability and availability of funds of the borrower,  status of any
collateral or guarantee,  the borrowers financial statements,  general risk of the
sector in which the borrower  operates,  the borrowers risk  classification  made by
other financial institutions,  and other  relevant  factors.  The  classification  of the
loan  determines the amount of the required loan loss  provision.  Law 26702 further
 requires banks to establish a generic loan loss provision of up to 1% of the banks loan
and credit portfolio classified as A (Normal).

Under  current  regulations,  collateral  is not  subtracted  from
the amount of the loan or credit outstanding  to determine  the amount of the loan or
credit to be reserved  against.  Instead,  a lower loan provision  is allowed to be
reserved  on the portion of the loan or credit that is secured.  For the purpose of
determining the reservable  amount,  collateral is valued according to SBS regulations
which require that an appraisal be determined based on expected market  valuation.  Only
assets  classified as (i) preferred, (ii)  highly  liquid  preferred,  or (iii)  self-liquidating
 preferred  (to be  applicable  starting in October 2003) are acceptable as collateral.
 Such  collateral  must,  according to SBS  regulations,  (1) be relatively  liquid,  (2)
have  legally  documented  ownership,  (3) have no liens  outstanding  and (4) have
constantly updated  appraisals.  Examples of preferred or highly liquid preferred assets
include,  among others,   cash   deposits,   real  estate   mortgages   and  pledges  on
  securities  or  on  other  goods. Self-liquidating  preferred  assets  include
 solely cash  deposits in local banks or stand-by  letters of credit from first-level
foreign institutions.

SBS regulations  require the following reserves for commercial,
 micro-business and mortgage loans: a 1% generic  reserve on loans and credits
 classified  in the A (Normal)  category,  and a 5%, 25%, 60% and 100% specific  reserve
on loans and credits in risk  categories B, C, D and E,  respectively.  Whenever such
loans or credits, or the portions thereof,  are secured with preferred  collateral,
 required reserves for risk categories B, C, D and E are: 2.5%,  12.5%, 30% and 60%,
 respectively.  Loans or credits,  or portions thereof,  secured  with  highly  liquid
 preferred  collateral  require  at least  one half of the  amount established in the
case of the preferred  collateral.  Loans or credits, or the portions thereof,  secured
with  self-liquidating  preferred  collateral  require  at  least a 1%  reserve.  When
the  collateral  is insufficient to secure the outstanding  balances,  the higher
percentage  requirements are applicable on the unsecured  portion of the loans or
credits.  In the case of consumer  loans,  the  required  reserves are as follows:  a 1%
generic reserve on loans classified in the A (Normal)  category,  and a 5%, 30% (25%
starting in October 2003), 60% and 100% specific reserve on loans in risk categories B,
C, D and E, respectively.

Current regulations  distinguish between different phases of the
economic cycle, permitting a lower provision  requirement when banks face particularly
 adverse economic  conditions.  Provisions  required for loans  classified  as A
 (Normal)  and B  (Potential  Problem)  are  divided  into a  fixed  and a  variable
component.  The variable part of the provision  requirement can be reduced  provided
that, when the economic cycle  improves,  it will  gradually  increase  back to its
maximum  percentage.  Loans  classified in the A category have a 0.75% fixed provision
 requirement,  and a 0.25% maximum variable component.  Loans in the B category have a
3.75% fixed and a 1.25% variable maximum  requirement,  although applicable  percentages
may decrease depending on the availability and quality of collaterals.

The five loan risk categories have the following characteristics:

Class  A.  Loans  or  credits  in this  category  are  known  as  normal  credits.
 Debtors  of commercial  loans or  credits  that fall into this  category  have  complied
 on a timely  basis  with their obligations  and at the time of  evaluation  of the
credit do not present any reason for doubt with  respect to repayment of interest and
 principal  on the loan on the agreed upon dates,  and  Credicorp  must have no reason to
believe  that the status  will  change  before the next  evaluation.  To place a loan or
credit in Class A, a clear  understanding  of the use to be made of the funds and the
 origin of the cash  flows to be used by the  debtor to repay the loan or credit is
 required.  Micro-business  and  consumer  loans  warrant Class A  classification  if
payments are current or up to eight days  past-due.  Residential  mortgage loans warrant
Class A  classification  if payments are current or up to thirty days past-due.  Loans or
credits in this category  require a general reserve of 1% of the total of such loans or
credits  outstanding.  Starting in October 2003, the required  reserve may be reduced by
up to 0.5% if certain  conditions  that ensure that the client has a low probability of
default are met.

Class B.  Loans or credits in this  category  are known as
 credits  with  potential  problems.Debtors  of  commercial  loans or  credits
 included  in this  category  are  those  that at the time of the evaluation of the
credit  demonstrate  certain  deficiencies,  which,  if not corrected in a timely
 manner, imply risks with respect to the recovery of the loan.  Certain  common
 characteristics  of loans or credits in the category include:  delays in loan payments
which are promptly covered;  a general lack of information required  to analyze  the
 credit;  out-of-date  financial  information;  temporary  economic  or  financial
imbalances  on the part of the debtor  which could effect its ability to repay the loan;
 market  conditions that could  affect the  economic  sector in which the debtor is
active;  material  overdue  debts or pending judicial  collection  actions  initiated by
other  financial  institutions;  noncompliance  with  originally contracted conditions;
 conflicts of interest within the debtor company; labor problems;  unfavorable credit
history;  noncompliance  with internal policies of the debtor company;  excessive
 reliance on one source of raw  materials  or one  buyer  of the  debtors  products;
 and  low  inventory  turnover  ratios  or  large inventories that are subject to
competitive  challenges or technological  obsolescence.  Micro-business  and consumer
 loans are  categorized  as Class B if  payments  are  between  nine and 30 days late.
 Residential mortgage  loans  become  Class B when  payments  are between 31 and 90 days
late.  A 5% specific  reserve on total loans  outstanding  in this  category is required.
 Except for  consumer  loans,  when the loan,  or a portion  thereof,  is secured with  preferred  collateral,
 the required reserve is 2.5%, and when secured with highly liquid preferred collateral,
the required reserve is 1.25%.

Class C.  Loans or  credits  in this  category  are known as  substandard  credits.
 Debtors of commercial  loans or  credits  whose  loans or  credits  are  placed in this
 category  demonstrate  serious financial  weakness,  often with  operating  profits or
available  income  insufficient  to cover  financial obligations  on agreed upon terms,
 with no  reasonable  short-term  prospects  for a  strengthening  of the debtors
 financial   capacity.   Loans  or  credits   demonstrating  the  same  deficiencies
 that  warrant classification  as category B credits warrant  classification  as Class C
credits if those  deficiencies are such that if they are not  corrected  in the near
term,  they could  impede the  recovery of  principal  and interest on the loan on the
 originally  agreed  terms.  Additionally,  commercial  loans are  classified in this
category when  payments are between 60 and 120 days late. If payments on a
 micro-business  or consumer loan are between 31 and 60 days late, such loans are
classified as Class C.  Residential  mortgage loans are classified  as Class C when
 payments  are  between 91 and 120 days  late.  Commercial,  micro-business  and mortgage
 loans or credits  included in this class  require a specific  provision of 25% of the
 outstanding amount (12.5% when secured with  preferred  collateral),  whereas
 consumer  loans require a 30% provision (25% starting in October 2003).

Class D. Loans or credits  included in this  category are known as
 doubtful  credits.  Debtors of commercial  loans or credits included in this
 classification  present  characteristics  of actual credit risk that make  doubtful the
recovery of the loan.  Although  the loan  recovery is doubtful,  if there is a
reasonable  possibility that in the near future the  creditworthiness of the debtor might
improve, a Class D categorization  is  appropriate.  These credits are  distinguished
 from Class E credits by the  requirement that the debtor remain in operation,  generate
 cash flow,  and make payments on the loan,  albeit at a rate less than that specified in
its contractual  obligations.  Additionally,  commercial loans are classified in this
 category  when  payments  are between 121 and 365 days late.  Micro-business  and
 consumer  loans are categorized  as Class D if payments are between 61 and 120 days
late.  Residential  mortgage loans are Class D when  payments  are  between  121 and 365
days late.  Loans or credits  included  in this class  require a specific  provision  of
60% of the  outstanding  amount.  Except for  consumer  loans,  when the loan,  or a
portion  thereof,  is secured with  preferred  collateral,  the required  reserve is
30%, and when secured with highly liquid preferred collateral, the required reserve is
15%.

Class  E.  Loans or  credits  in this  class  are known as loss  credits.
 Commercial  loans or credits which are  considered  unrecoverable  or which for any
other reason should not appear on Credicorps books as an  asset  based  on the
 originally  contracted  terms  fall  into  this  category.  Additionally, commercial
 loans are classified in this category when payments are more than 365 days late.
 Micro-business and  consumer  loans  are  categorized  as Class E if  payments  are more
 than 120 days  late.  Residential mortgage  loans  are  moved  into  Class E when
 payments  are more  than 365 days  late.  Loans or  credits included  in this  class
 require  a  specific  provision  of 100% of the  outstanding  amount.  Except  for
consumer  loans,  when the loan is secured with  preferred  collateral,  the required
 reserve is 60%, and when secured with highly liquid preferred collateral, the required
reserve is 30%.

SBS  regulations  consider as refinanced or  restructured  those
loans or credits that change their payment  schedules due to difficulties  in the debtors
 ability to repay the loan.  Restructured  loans are issued  under the  protection  of
the Equity  Restructuring  Law.  Refinanced  credits  are  required  to be classified  as
class B or in a higher  risk  category  following  the  application  of regular
 guidelines after a  suitable  evaluation  period of the  fulfillment  of the new
 payment  schedule.  As a  benefit  to clients with  refinanced or restructured  loans,
 starting in October 2003,  subject to certain  conditions, short-term loans to finance
self-liquidating operations can be classified as class A.

ASHC has  historically  classified  its loan  portfolio  voluntarily
 in  accordance  with the U.S. Federal  Reserve  classification  guidelines,  according
 to which all credits are  classified  as normal,special  mention,  substandard,  doubtful  or
 loss.  Pursuant  to such  guidelines,  the loan  loss provisions  taken in any given
year are based on an evaluation of the quality of the loan  portfolio and the related
 collateral,  general  economic  conditions  and other  factors  that  management
 believes  deserve recognition  in estimating  possible loan losses.  Based upon this
analysis,  a specified  percentage of the loans in each  category  is  required  to be
 reserved.  A loan  which  is  deemed  substandard  or below is classified for the full
amount,  not partially.  In accordance  with the U.S.  Federal  Reserve  guidelines,
special  mention  (0%-10%  reserve)  includes  those  credits  that have a  potential
 weakness  that merits managements  close  attention;  substandard  (10-25%  reserve)
 credits  are  those  that are  inadequately protected  by the current  debt  service
 capacity of the debtor;  doubtful  (50%  reserve)  includes  those credits that have the
same weaknesses  exhibited in substandard,  plus additional  problems that leave doubt as
to whether or not full  repayment will occur;  and loss (100%  reserve)  refers to those
credits that are considered uncollectable.

The following table shows Credicorps loan portfolio at the dates
indicated:

|                     | At December 31,                                
|-------------------- | -----------------------------------------------
|
|                     | (U.S. Dollars in thousands, except percentages)
|Level of Risk        |                                                
|Classification       | Amount                                         
|A: Normal            | US$3,892,883                                   
|B:Potential Problems | 566,411                                        
|C: Substandard       | 304,327                                        
|D: Doubtful          | 235,627                                        
|E: Loss              | 105,202                                        
|                     |                                                
|Total                | US$5,104,450                                   
|                     |                                                
|C+D+E                | US$645,156                                     

|                      | At December 31,
|--------------------- | ---------------
|
|Level of Risk         |                
|Classification        | Amount         
|A: Normal             | US$2,864,087   
|B: Potential Problems | 441,323        
|C: Substandard        | 316,945        
|D: Doubtful           | 196,501        
|E: Loss               | 245,623        
|                      |                
|Total                 | US$4,064,479   
|                      |                
|C+D+E                 | US$759,069     

All of the Class E loans and  substantially  all of the Class D
loans are past due.  Class C loans, although  generally not past due, have demonstrated
 credit  deterioration  such that management has serious doubts as to the ability of the
borrower to comply with the present loan  repayment  terms.  The majority of these Class
C loans are to companies  in the  Peruvian  manufacturing  sector and, to a lesser
 extent,  the agricultural  sector.  The  manufacturing  sector loans are primarily
secured by warrants and liens on goods or by  mortgages,  whereas  the  agricultural
 credits  tend to be  secured  by trade  bills and  marketable securities.  The Class C
loans reflect the financial  weakness of the  individual  borrower  rather than any trend
in the Peruvian  manufacturing  or  agricultural  industries in general.  In addition,
 the collateral securing  these  loans is only  considered  for  purposes of
 establishing  loan loss  reserves  and not for purposes of  classification.  Credicorp
 believes  that the  collateral  securing  its Class C loans has not been significantly
impaired by the credit deterioration of the borrower.

Classification of the Loan Portfolio Based on the Borrowers Payment
Performance

Credicorp  considers  loans to be past due depending on their type.
 BCP  considers  loans past due after no more than 15 days, except for consumer  mortgage
and leasing loans, and loans to  micro-businesses, which are considered  past due after
30 days.  Beginning  January 1, 2001, the SBS issued  accounting  rules requiring
 Peruvian  banks to  consider  overdrafts  past due  after 30 days.  ASHC  considers
 past due all overdue loans except for consumer loans,  which are considered past due
when the scheduled  principal and/or interest  payments  are  overdue for more than  90 days.
 Accrued  interest on past due loans is  recognized only when and to the extent
 received.  With the exception of discounted  notes and overdrafts,  accrued but unpaid
 interest is reversed for past due loans.  The  following  table sets forth the
 repayment  status of Credicorps loan portfolio as of December 31 of each of the last
three years:

|                                                     | December 31,                                   
|---------------------------------------------------- | -----------------------------------------------
|
|                                                     |                                                
|                                                     | (U.S. Dollars in thousands, except percentages)
|                                                    
|Current                                              | US$4,798,270                                   
|Past due:                                           
|Overdue 16-119 days                                  | 160,282                                        
|Overdue 120 days or more                             | 145,898                                        
|                                                     |                                                
|Subtotal                                             | US$306,180                                     
|                                                     |                                                
|Total loans                                          | US$5,104,450                                   
|                                                     |                                                
|Past due loan amounts as a percentage of total loans | 6.00%                                          

With respect to consumer,  mortgage and leasing  loans,  BCP, in
accordance  with SBS  regulations, only  recognizes  as past due  installments  for these
 loans that are past due for fewer than 90 days.  The entire amount of these loans will
be considered past due if any amount is past due more than 90 days.

Past Due Loan Portfolio

The  following  table  analyzes  Credicorps  past due loan
 portfolio by type of loan at the dates indicated:

|                                               | December 31,               
|---------------------------------------------- | ---------------------------
|
|                                               |                            
|Past due loan amounts:                         | (U.S. Dollars in thousands)
|Loans                                          | US$178,142                 
|Discounted notes                               | 87,768                     
|Advances and overdrafts in demand deposits     | 18,383                     
|Leasing transactions                           | 7,827                      
|Refinanced loans                               | 14,060                     
|                                               |                            
|Total past due portfolio                       | US$306,180                 
|                                               |                            
|Reserves:                                     
|Specific reserves                              | US$242,074                 
|Generic reserves                               | 28,008                     
|Total reserves for loan losses                 | 270,082                    
|                                               |                            
|Total past due portfolio net of total reserves | US$36,098                  
|                                               |                            

The amount of interest  income from loans  classified as past due
during fiscal years 2001 and 2002 was  US$22.7  million  and  US$28.3  million,
  respectively.  In  accordance  with  Credicorps  accounting policies,  interest income
is estimated  together with recoverable  principal  amounts as part of discounted future
cash flows expected for these credits.

Loan Loss Reserves

The following table shows the changes in Credicorps  reserves for
loan losses and movements at the dates indicated:

|                                                | Year ended December 31,    
|----------------------------------------------- | ---------------------------
|
|                                                |                            
|                                                | (U.S. Dollars in thousands)
|Reserves for loan losses at                     |                            
|the beginning of the year                       | US$209,810                 
|Additional provisions                           | 165,694                    
|Acquisitions and transfers                      | 11,236                     
|Recoveries of write-offs                        | 4,866                      
|Write-offs                                      | (119,994)                  
|Monetary correction and other                   | (1,530)                    
|                                                |                            
|Reserves for loan losses at the End of the year | US$270,082                 
|                                                |                            

In November 1999, a US$24.0  million charge was made by BCP against
 retained  earnings,  which was applied to increase  generic  loan loss  reserves,
 assigned  to loans with Normal (A) risk  classification. Credicorp  accounted  for these
 generic  reserves as an  appropriation  of  retained  earnings in a special reserve
equity account.  As of December 31, 2001 the special reserve account  amounting to
US$34.6  million, was composed of US$7.5  million  segregated  as generic loan loss
reserves  while US$27.1  million have been segregated as additional  provisions for
seized assets (US$14.2  million and US$14.5 million at December 31, 2000,  respectively).
 The  special  reserves  had no change  during  2002.  See Notes  6(f) and 9(d) to the
Credicorp Consolidated Financial Statements.

For a  discussion  of the risk  elements  in the  loan  portfolio
 and the  factors  considered  in determining  the amount of specific  reserves,  see  Classification
 of the Loan  Portfolio.  As required under SBS regulations,  discretionary charges for
generic reserves were based on Managements  assessment of the general risk posed to the
loan portfolio by the economic conditions existing in Perú.

Under  current  Peruvian   banking   regulations,   there  is  a
 substantial   delay  between  the identification  of a loan as  non-performing  and the
partial or full  charging-off of such loan. This delay may  span  years,   as  banks  are
 required  to  exhaust  legal  remedies  and   demonstrate  the  absolute
non-collectability  of a loan  (generally  through  liquidation  or bankruptcy of the
 borrower).  Credicorp sells certain of its fully  provisioned  past due loans to a
 wholly-owned  subsidiary  for a nominal amount with the same effect as if the loans had
been  charged-off.  Accordingly,  Credicorp  believes that its past due loan  amounts are
not  materially  different  from what they would be were it  permitted  to  charge-off
loans prior to demonstrating  the absolute  non-collectability  of the loan. SBS
regulations  facilitate the charge-off  process  reducing the period required for the
loans to be past-due and new regulations in effect since January 2000 require a
case-by-case prior approval by the Board of Directors and by the SBS.

Allocation of Loan Loss Reserves

The following table sets forth the amounts of reserves for loan
losses  attributable to commercial, consumer and residential mortgage loans at the dates
indicated:

|                           | At December 31,            
|-------------------------- | ---------------------------
|
|                           |                            
|                           | (U.S. Dollars in thousands)
|Commercial loans           | US$ 215,990                
|Consumer loans             | 39,181                     
|Residential mortgage loans | 9,759                      
|Leasing transactions       | 5,151                      
|                           |                            
|Total reserves             | US$ 270,082                

(iv)    Deposits

The following table presents the components of Credicorps deposit
base at the dates indicated:

|                                   | At December 31,            
|---------------------------------- | ---------------------------
|
|                                   |                            
|                                   | (U.S. Dollars in thousands)
|                                  
|Demand deposits:                   |                            
|Nuevo Sol-denominated              | US$266,609                 
|Foreign Currency-denominated       | 692,582                    
|                                   |                            
|Total                              | US$959,191                 
|Savings deposits:                 
|Nuevo Sol-denominated              | US$248,719                 
|Foreign Currency-denominated       | 1,266,986                  
|                                   |                            
|Total                              | US$1,515,705               
|Time deposits: (1)                
|Severance Indemnity Deposits (CTS)
|Nuevo Sol-denominated              | US$40,292                  
|Foreign Currency-denominated       | 493,671                    
|                                   |                            
|Total                              | US$533,963                 
|Foreign Currency Bank Certificates
|Foreign Currency-denominated       | US$120,207                 
|Other deposits:                   
|Nuevo Sol-denominated              | US$297,451                 
|Foreign Currency-denominated       | 2,079,922                  
|                                   |                            
|Total                              | US$2,377,373               
|Total deposits:                   
|Nuevo Sol-denominated              | US$853,072                 
|Foreign Currency-denominated       | 4,653,367                  
|                                   |                            
|Total                              | US$5,506,439               
|                                   |                            

The following table sets forth  information  regarding the maturity
of Credicorps time deposits in denominations of US $100,000 or more at December 31, 2002:

|                                       | At December 31, 2002       
|-------------------------------------- | ---------------------------
|                                       | (U.S. Dollars in thousands)
|Certificates of deposit:               |                            
|Maturing within 30 days                | US$18,318                  
|Maturing after 30 but within 60 days   | 6,835                      
|Maturing after 60 but within 90 days   | 3,133                      
|Maturing after 90 but within 180 days  | 3,003                      
|Maturing after 180 but within 360 days | 1,645                      
|Maturing after 360 days                | 177                        
|                                       |                            
|Total certificates of deposits         | US$33,111                  
|Time deposits:                        
|Maturing within 30 days                | US$827,404                 
|Maturing after 30 but within 60 days   | 238,283                    
|Maturing after 60 but within 90 days   | 114,450                    
|Maturing after 90 but within 180 days  | 219,401                    
|Maturing after 180 but within 360 days | 86,292                     
|Maturing after 360 days                | 21,927                     
|                                       |                            
|Total time deposits                    | US$1,507,757               
|                                       |                            
|Total                                  | US$1,540,868               
|                                       |                            

(v)      Return on Equity and Assets

|                           | At December 31,
|-------------------------- | ---------------
|
|                           |                
|Return on assets(1)        | 0.23%          
|                          
|Return on equity (2)       | 2.26%          
|                          
|Dividend payout ratio(3)   | 53.34%         
|                          
|Equity to assets ratio (4) | 10.17%         

|(1) | Net income as a percentage of average total
assets, computed as the average of period beginning and period ending balances. 
|--- | ----------------------------------------------------------------------------------------------------------------------------
|(2) | Net income as a percentage of average shareholders equity,
computed as the average of period beginning and ending balances.
|(3) | Dividends declared per share divided by net income
per share.                                                               
|(4) | Average equity divided by average total assets, both averages
computed as the average of quarter-ending balances.           

(vi)     Short-Term Borrowings

Credicorps  short-term  borrowings,  other than deposits,  amounted
to US$141.3  million,  US$76.1 million  and  US$43.3  million as of  December  31,  2000,
 2001 and 2002,  respectively.  Borrowed  amounts declined  during 2000,  2001 and 2002
mostly due to excess  liquidity at BCP.  Foreign trade lines of credit comprise the most
 important  short-term  borrowing  category  and the only  category  exceeding  30% of
net equity  during  1999.  Trade lines of credit  comprised  approximately  68%,  76% and
64% of all  short-term borrowings during 2000, 2001 and 2002, respectively.

The following table presents Credicorps short-term borrowings:

|                                                | At December 31,            
|----------------------------------------------- | ---------------------------
|
|                                                |                            
|                                                | (U.S. Dollars in thousands)
|                                               
|Year-end balance                                | US$ 141,251                
|                                               
|Average balance (1)                             | US$ 182,283                
|                                               
|Maximum quarter-end balance                     | US$ 270,560                
|                                               
|Weighted average nominal Year-end interest rate | 9.80%                      
|                                               
|Weighted average nominal Interest rate(1)       | 8.39%                      

|(1) | Determined from the average of quarter-end
amounts.
|--- | ---------------------------------------------------

(C)      Organizational Structure

Although  historically  there has been substantial  overlap among
the shareholders of BCP, ASHC and PPS, for reasons  related to the  regulatory,
 political and economic  environment  in Perú,  they have been managed  independently
 from one  another.  Credicorp  was formed in 1995 by the  management  of BCP for the
purpose of  acquiring,  pursuant  to the  Exchange  Offer,  the common  shares of BCP,
 ASHC and PPS. In the October  1995  Exchange  Offer,  Credicorp  acquired  90.1%  of BCP
 (391,973,951  shares),  98.2%  of  ASHC (39,346,169  shares),  and 75.8% of PPS
 (5,537,474  shares) in exchange for  60,815,152  Common Shares at a ratio of 0.10401,
 0.33708 and 1.2249  Common  Shares per common share of BCP,  ASHC and PPS,
 respectively. The Common Shares  commenced  trading on the New York Stock Exchange
 immediately  upon  consummation of the Exchange Offer,  with a closing price on such day
of US$11.61  (adjusted to reflect stock dividends  through May 1999). On March 19, 1996,
 Credicorp  acquired  pursuant to an exchange offer with the same terms as the Exchange
 Offer the  remaining  1.8% of the  outstanding  shares of ASHC  (702,674  shares) in
exchange  for 237,859  Common Shares at a ratio of 0.33708  Common  Shares per common
share of ASHC.  The closing price of the Common Shares on the New York Stock  Exchange on
the date of  consummation  of that  exchange  offer was US$10.98  (adjusted to reflect
stock  dividends).  See Item 9. The Offer and Listing(A)  Offer and Listing DetailsPrice
History of Companys Stock and Item 8. Financial InformationDividend Policy.

Credicorps  management,  which consists of certain principal
 executive  officers of BCP, ASHC and PPS, believes that a unified  financial group with
a coordinated  strategy is best able to take advantage of growth in the Peruvian economy
and deregulation of the financial  services sector,  and to achieve synergies from the
 cross-selling of financial  services and products (e.g.,  through BCPs extensive branch
network). Credicorp, through its subsidiaries, is the largest Peruvian provider of
financial services in Perú.

BCP began  operations  in 1889 as Banco  Italiano and changed its
name to Banco de Crédito del Perúin 1941.  BCP has been the largest  commercial  bank in
Perú since the 1920s.  Members of the Romero  family have been  shareholders  of BCP
since 1918 and became the  controlling  shareholders  in 1979.  Mr. Dionisio Romero,
 Chairman  of the Board and  Chief  Executive  Officer  of  Credicorp,  was a member of
the Board of Directors  of BCP from 1966 to 1987,  becoming  Chairman in 1979.  In
response  to then  President  of Perú, Alan Garcías 1987 attempt to nationalize the
Peruvian banking industry,  the majority  shareholders at that time,  including  Mr. Romero,
 sold  a  controlling  interest  in  BCP  and  transferred  management  to its employees,
 which  prevented  the  government  from  gaining  control of BCP.  Upon the  election of
Alberto Fujimori  as  President  of Perú  in 1990  and  the  introduction  of  market
 reforms,  the  Romero  family reestablished  its  shareholding  in BCP and Mr. Romero
and several key managers of BCP returned to BCP. See 9.  Peruvian  Government and
 Economy(i)  Peruvian  Government.  Members of the Romero family  exchanged their BCP
shares in the Exchange  Offer,  and now hold 15.57% of the Common Shares of  Credicorp.
 See Item 7. Major Shareholders and Related Party Transactions(A) Major Shareholders.

ASHC was organized in December  1981 as a  wholly-owned  subsidiary
of BCP,  under the name Crédito del Peru Holding  Corporation  (BCP  International),
 in the Cayman  Islands and became the first Peruvian bank to establish an offshore
 banking  presence to serve its Peruvian  customers.  In 1983,  BCP dividended the shares
of BCP  International  to the  shareholders  of BCP to protect its  privately  held
status in the event that BCP were  nationalized.  BCP  International  established  its
first  physical  presence  offshore (previously  having been operated  through BCPs
corporate  offices) by opening an office in Panama in 1984, and  opening  an agency in
Miami in 1986.  Also in 1986,  BCP  International  changed  its name to  Atlantic
Security  Holding  Corporation.  As a result  of the  attempted  expropriation  by the
 government  in 1987, ASHCs  operations and  management  were made  independent of BCP.
In 2002,  ASHC closed its Miami agency at the same time that BCP  opened  its  agency  in
the same  city.  Also in  Miami,  Credicorp  Securities  was established as a
wholly-owned  subsidiary of Credicorp and began  operating in early 2003 serviced by
former ASHC personnel.

Credicorp  owns 75.83% of PPS, which was formed in 1992 as a result
of a merger between El Pacífico Compañía de Seguros y Reaseguros  S.A. and Compañía de
Seguros y Reaseguros  Peruano-Suiza  S.A., and is the largest Peruvian insurance company
in terms of premiums sold.

Credicorp  owns 99.99% of  Inversiones  Crédito  S.A.,  with
 holdings of equity shares in Peruvian electric  utilities.   Through   Inversiones  Crédito
 del  Perú,   Credicorp  acquired  on  May  16,  1996, substantially all of the shares of
Inversiones El Pacífico-Peruano Suiza S.A. for US$5.5 million.

BCB (formerly Banco Popular S.A., Bolivia),  another Credicorp
subsidiary,  was acquired by BCP for US$6.2  million in November  1993.  After
 transferring  to BCP a 53.1% stake in  November  2001,  Credicorp holds  directly  2.7%
of BCBs equity with the rest held through BCP.  BCOL is a Bahamian bank through which
BCP  takes  offshore  U.S.  Dollar  deposits  and  makes  U.S.  Dollar-denominated  loans
to large  Peruvian customers;  Solucíon specializes in consumer lending;  and
Credileasing  conducts lease financing operations and began operating in July 1996.

In January 1997,  Credicorp  purchased  99.99% of Banco  Tequendama,
 a Colombian  bank with US$390 million  in assets and a minor  presence  in  Venezuela,
 for  US$48.0  million.  In  December  2002,  Banco Tequendamas  branches in Venezuela
 were sold to local  investors.  Credicorp  purchased  Banco  Tequendama from the Fondo
de Garantía de Depósitos y Protección Bancaria (FOGADE),  the Venezuelan  government
entity responsible for the  re-privatization  of assets seized by that government in
connection with the widespread problems  faced by the  Venezuelan  banking  sector
 beginning  in 1994.  Credicorp,  along with  FOGADE and FOGADEs  financial  adviser,
 have been sued in Aruba by the  former  owners of Banco  Tequendama,  who are seeking
  compensation  for  damages.   The  former  owners  originally  sued  unsuccessfully  in
 Colombia. Credicorp,  which  received an indemnity  from FOGADE in connection  with the
purchase of Banco  Tequendama, does not  believe  that the suit  will be  successful.
 The Judge in the  Court of first  instance  in Aruba dismissed  the  claim  and the
 plaintiff  appealed.  The case is now in the  Superior  Court of Aruba and a final
decision is expected during the second half of 2003.

In December 1997,  Credicorp  extended its presence into El Salvador
 through the  acquisitions  of Banco Capital for US$5.8 million and Casa de Bolsa
Capital,  a brokerage  house,  for US$800,000.  Credicorp sold its interest in Banco
Capital in November 2001.

(D)      Property, Plant and Equipment

At December 31, 2002, Credicorp had 348 branches,  representative
and similar offices, of which 109 were branch offices of BCP in Greater Lima.  Credicorps
 principal  properties  include the ,  headquarters of BCP, at Calle  Centenario 156, La
Molina,  Lima 12, Perú, and the headquarters of PPS at Avenida Arequipa 660, Lima, Perú.
 Credicorp owns these  properties,  with the exception of approximately 70 properties
which it holds under leases.  There are no material encumbrances on any of Credicorps
properties.



ITEM 5.       OPERATING AND FINANCIAL REVIEW AND PROSPECTS

(A)      Operating Results

1. Critical Accounting Policies

Accounting  policies  applied by  Credicorp  are  integral to the
 understanding  of its results of operations and financial  condition.  The accounting
policies are described in Note 2Accounting  Principles and Policies,  to the Credicorp
 Consolidated  Financial  Statements,  which are prepared in accordance with IAS.
  Additionally,   Note  22  to  the  Credicorp  Consolidated  Financial  Statements
 describes  certain significant  differences  between  IAS and U.S.  GAAP.  Some of these
 accounting  policies  are  considered critical because, in Credicorps  opinion,  they
have an important effect on Credicorps  financial position and its results of operations
and require  difficult,  subjective or complex  judgments.  The following is a summary of
those critical accounting policies.

Provision for loan losses

The  allowance  for loan  losses  represents  the  estimate  of the
 probable  losses  of the loan portfolio at the end of each reporting  period.  The
methodology  for  determining  reserves for loan losses is further described in Item 4.
Information on the Company(B) Business  Overview12.  Selected Statistical Information(iii) Loan
 PortfolioClassification  of the Loan  Portfolio. The  determination  of the amount of
the allowance for loan losses by its nature involves  judgments  regarding various risk
factors.  This is especially  true for the  determination  of the  allowance  for
 consumer  credits  because such credits are reviewed on a portfolio  basis and with
 consideration  of past due  installments.  Many  factors can affect estimation of the
range of losses in each of the categories for which  Credicorp  estimates the allowance
on a portfolio  basis.  These factors  include the  methodology  used to measure
 historical  delinquency,  the determination  of the  historical  period to be
 considered  in such  measurements,  any  legal  proceedings brought against specific
clients,  economic  conditions in the different  countries in which loans are made,
historical loan loss  experience,  and appraisal of the loan  portfolio,  as well as
other factors which, in our opinion,  require  recognition in estimating  possible loan
losses. The provision is increased for loans for which Credicorp  cannot recover the
outstanding  amount.  In such cases, the provision is the difference between the book
value and the  recoverable  amount,  which is  determined  by the present value of
expected future  cash  flows,  including  the  recoverable  amount of  guarantees.
 Although  Credicorps  models are frequently  revised and  improved,  changes in the
 Peruvian  economy and the short  credit  history of some clients  result in increased
 uncertainty  in these models.  The use of different  estimates or  assumptions could
 produce  different  provisions  for loan  losses and  changes in the  macro-economic,
 political  and regulatory  Peruvian  environment  could affect the  determination  of
the allowance  for loans losses.  See Item 3. Key Information(D) Risk Factors.

Classification of securities as trading, available-for-sale and
held-to-maturity investments

The accounting  treatment of our  securities  depends on whether we
classify them at acquisition as trading,  available-for-sale or held-to-maturity
investments.  Classification at acquisition date in each of the three categories  implies
 judgment about our  expectations as to our strategy  concerning each specific security.
 Changes in circumstances may modify our strategy with respect to a specific security
 requiring a transfer among the three categories indicated above.

Fair value of financial instruments

Financial  instruments  recorded  at fair value on our  balance
 sheet  include  mainly  securities classified as trading and  available-for-sale  and
other trading assets  including  derivatives.  Fair value is defined as the value at
which a position  could be  closed-out  or sold in a  transaction  with a willing and
 knowledgeable  party.  We estimate fair value using quoted market  prices when
 available.  When quoted market prices are not available we use a variety of models,
 which include  pricing  models,  comparisons to quoted  prices  of  instruments  with
 similar   characteristics  or  discounted  cash  flow  analysis.  The determination of
fair value when quoted market prices are not available involves  management  judgment.
 For example,  there is often limited  historical  market data to rely upon when
estimating the impact of holding a  significant  position  or a position  acquired a long
time ago.  Similarly,  judgment  must be applied in estimating  prices when no external
 parameters  exist.  Other  factors  that can affect the  estimates  are incorrect model
 assumptions and unexpected  correlations.  The imprecision in estimating  these factors
may affect the amount of revenue or loss recorded for a specific asset or liability.

Insurance reserves

PPS  establishes  insurance  reserves  for the  following  types of
claims:  reserves  for casualty claims  that have been  reported  but not paid,  reserves
 in respect of IBNR  claims,  reserves  for future benefit  obligations  under in-force
life and accident  insurance  policies and unearned  premium  reserves. These reserves
 collectively appear on Credicorps  consolidated  balance sheet as Reserve for Property
and Casualty Claims and Reserve for Unearned Premiums.

Casualty  claims are recorded  when  reported.  Reserves in respect
of IBNR claims are estimated by taking into  consideration  the  arithmetic  progression
 of the  percentages  of reserves  incurred but not reported, compared to the actual
figures, over the years 1994 to 2001, inclusive.

PPS establishes  reserves  calculated to meet its obligations  under
its life and accident policies by using mortality tables, morbidity assumptions and
interest rate projections.

Unearned premium  reserves are established to cover the risks of
policy lapse or termination  prior to the end of the policy period.  These  reserves are
 calculated on an individual  basis for each policy or coverage  certificate,  applying
the unearned  portion of the total risk.  A premium  deficiency  reserve is established
 when the reserve  for  unearned  premiums  becomes  insufficient  to cover the risks and
future expenses that correspond to the unexpired period of coverage at the date of
calculation.

PPSs insurance  reserves are calculated  using actuarial
 principles and a variety of assumptions, including,  as mentioned  above,  mortality
 tables,  interest rate estimates and  historical  claim payment patterns.  See  Note
 2(e)  to  the  Credicorp   Consolidated   Financial  Statements.   Although  Credicorp
frequently  revises its models and assumptions,  there is inherent  uncertainty in the
process of estimation of insurance reserves.

Furthermore,  changes in variables such as healthcare  costs and
mortality rates or  macro-economic factors,  including  Perús  political,  economic and
regulatory  environment,  could affect the assumptions used in the  estimation of
insurance  reserves,  contributing  to uncertainty in the estimation of insurance
reserves.

Use of estimates

In presenting the financial  statements,  management also makes
estimates and assumptions that also include the amount of valuation  allowances on
deferred tax assets,  the amount of insurance  reserves,  the selection of useful lives
of certain  assets and the  determination  of whether a specific asset or group of assets
has been  impaired.  Estimates,  by their nature,  are based on judgment and  available
 information. Therefore, actual results could differ from those estimates.

2. Historical Discussion and Analysis

The  following  discussion  is based  upon  information  contained
 in the  Credicorp  Consolidated Financial  Statements  and should be read in conjunction
 therewith.  The Credicorp  Consolidated  Financial Statements  have been prepared in
accordance  with IAS,  which differ in certain  significant  respects from U.S.  GAAP.
See Note 22 to the Credicorp  Consolidated  Financial  Statements,  which provides a
description of the significant  differences between IAS and U.S. GAAP as they relate to
Credicorp,  and a reconciliation to U.S. GAAP of Credicorps net income and  shareholders  equity.
 The discussion in this section regarding interest  rates is based on nominal  interest
 rates.  For a comparison of nominal  interest rates with real interest rates,  see Item
4.  Information on the Company(B)  Business  Overview12.  Selected  Statistical
Information(i)  Average  Balance  Sheets and Income  from  Interest-Earning  AssetsReal
 Average  Interest Rates.

The financial  information  and discussion  and analysis  presented
 below for 2000,  2001 and 2002 reflect  the  financial  position  and  results  of
 operations  for  2000,  2001  and  2002 of  Credicorps subsidiaries.  See Item 3. Key
Information(A) Selected Financial Data.

At December  31,  2002,  approximately  81.9% of  Credicorps
 deposits and 85.9% of its loans were denominated  in foreign  currencies,  reflecting
 the historic lack of  confidence in the Peruvian  currency stemming from high inflation
 rates in prior years.  With the reduction in the rate of inflation,  Credicorp has begun
to attract  more Nuevo  Sol-denominated  deposits and to offer more Nuevo
 Sol-denominated  loans. Nevertheless,  Credicorp  expects the majority of its deposits
 and loans to continue to be  denominated  in foreign currencies.

Results of Operations for the Three Years Ended December 31, 2002

The following table sets forth,  for the years 2000, 2001 and 2002,
the principal  components of Credicorps net income:

|                                                                   | Year ended December 31,    
|------------------------------------------------------------------ | ---------------------------
|
|                                                                   |                            
|                                                                   | (U.S. Dollars in thousands)
|Interest income                                                    | US$763,535                 
|Interest expense                                                   | 389,748                    
|                                                                   |                            
|Net interest income                                                | US$373,787                 
|Provision for loan losses                                          | 170,102                    
|                                                                   |                            
|Net interest income after Provision                                | US$203,685                 
|Noninterest income                                                 | 317,978                    
|Claims on insurance activities                                     | 92,261                     
|Other expenses                                                     | 391,529                    
|                                                                   |                            
|Income before translation result, income tax and minority interest | US$37,873                  
|                                                                   |                            
|Translation result (loss) gain                                     | US$(8,500)                 
|Income tax                                                         | (6,124)                    
|Minority interest                                                  | (5,553)                    
|                                                                   |                            
|Net income                                                         | US$17,696                  

Credicorps  consolidated net income  decreased from 2001 to 2002,
 following an increase from 2000 to 2001. 2002 net income  declined  mainly because
results in 2001 included a non-recurring  gain of US$19.0 million  from  the sale of
Banco  Capital  and the  shares  of  Backus  (see  Item  4.  Information  on the Company(B)
Business Overview5.  Insurance),  and also because in 2002 BCP incurred non-recurring
expenses of US$14.4 million before income taxes related to structural changes of
information  systems,  as well as to a change of corporate  image and severance  payments
 owing to staff  restructuring.  In 2001,  the sales of Banco Capital and Backus produced
gains of US$6.0 million and US$23.3  million,  respectively.  In addition, in 2001, BCP
made  provisions of US$10.6  million for possible  losses in the  investment  portfolio
and for possible  losses in the loan  portfolio of BCB.  Aside from the  non-recurring
 items,  results in 2002 show lower provisions for bad loans and higher non-financial
income, offset by lower net interest income.

Net Interest Income

Net interest income represents the difference  between interest
income on  interest-earning  assets and the interest paid on interest  bearing
 liabilities.  The following  table sets forth the  components of net interest income:

|                                            | Year ended December 31,    
|------------------------------------------- | ---------------------------
|
|                                            |                            
|                                            | (U.S. Dollars in thousands)
|Interest income:                            |                            
|Loans                                       | US$598,842                 
|Deposits                                    | 20,486                     
|Deposits in Central Bank                    | 63,839                     
|Investment securities                       | 73,644                     
|Dividends                                   | 6,724                      
|                                            |                            
|Total interest income                       | US$763,535                 
|                                           
|Interest expense:                          
|Saving deposits                             | US$49,924                  
|Time deposits                               | 254,043                    
|Borrowing from other financial institutions | 62,843                     
|Demand deposits                             | 22,938                     
|                                            |                            
|Total interest expense                      | US$389,748                 
|Net interest income                         | US$373,787                 
|                                            |                            

Credicorps  net interest income  decreased 6.0% in 2002 compared to
2001,  which in turn increased 0.7% compared to 2000.

Interest  Income.  Interest income  decreased 23.5% in 2002 compared
to 2001, and 9.0% from 2001 to 2000.  Interest  income  decreased  during 2002
 principally  due to lower interest rates on loans and lower loan volumes.  These
 decreases  reflect both the  continuing  policy of  Credicorps  management to tighten
credit  requirements  in the Middle Market and Small Business  segments,  and the
Corporate  sectors excess liquidity  resulting from reduced  economic  activity in Perú.
See Item 4.  Information on the  Company(B) Business  Overview12.   Selected
 Statistical  Information.  Average  nominal  interest  rates  earned  by Credicorp  on
its  loans  decreased  to 10.1% in 2002  from  12.4% in 2001 and  13.2% in 2000.  The
 average nominal  interest  rate for foreign  currency-denominated  loans was 11.5% in
2000,  decreasing  to 10.7% in 2001, and to 8.5% in 2002.  Interest rates for Nuevo
 Sol-denominated  loans decreased from 26.5% in 2000 to 24.5% in 2001, and to 20.4% in
2002.

The quarterly average balance of Credicorps foreign
 currency-denominated loan portfolio decreased 5.9% to  US$3,595.2  million in 2002 from
 US$3,819.9  million  in 2001,  which in turn  represented  a 5.0% decrease from
US$4,019.8  million in 2000. The average  balance of Credicorps  Nuevo  Sol-denominated
 loan portfolio remained  virtually  unchanged from 2001 to 2002 with a balance of
 US$560.1 million  at year end, which  represented a 7.3% increase from US$522.0 million
in 2000.  Credicorps  excess  liquidity  continued through  2002,  but the  adverse
 economic  situation  made it  difficult  to  place  loans  adequately.  An increasing
 proportion  of loans went to segments  presenting  lower risk,  but these  segments also
yielded lower margins.  See Item 4. Information on the Company(B)  Business  Overview3.
 Commercial  Banking(ii) Retail  Banking and Item 4.  Information on the Company(B)
 Business  Overview12.  Selected  Statistical Information.

Credicorps  planned  shift in its loan  portfolio to middle  market
and consumer  lending could be accompanied  by  increased  risk,  not  only  due to the
 speed  and  magnitude  of the  shift,  but also to Credicorps  lack of experience in
lending in these areas, as compared to its experience in more traditional lending
activities.  Given the changing  composition of Credicorps loan portfolio,  Credicorps
 historical loss experience may not be indicative of its future loan loss experience.

Interest  expense.  Interest  expense  decreased 44.1% in 2002
compared to 2001 and 18.3% from 2000 to 2001.  Lower  interest  expense  in 2002 and 2001
was  principally  due to  decreased  interest  rates on deposits.  Interest  rates  paid
on foreign  currency-denominated  deposits  decreased  from 5.9% in 2000 to 4.8% in 2001
and further to 3.1% in 2002.  Interest paid on Nuevo  Sol-denominated  deposits
 decreased from 9.8% in 2000 to 6.0% in 2001,  and further to 2.5% in 2002.  The
 decrease in the average  nominal  interest rate paid on both  foreign
 currency-denominated  deposits  and Nuevo  Sol-denominated  deposits in 2001 and 2002
 resulted  primarily  from excess  liquidity  in Perús major banks in the  aftermath of
the  Brazilian financial  crisis and also as a result of declining rates in
 international  capital  markets.  See Item 4. (B) Business  Overview8.  Competition and
 Item 4. Information on the Company(B)  Business  Overview12. Selected Statistical
Information.

Credicorps average foreign  currency-denominated  deposits
decreased 5.2% to US$4,141.2 million in 2002 from US$4,369.4  million in 2001, which in
turn represented a 0.1% decrease from US$4,375.5  million in 2000.  Credicorps average
Nuevo  Sol-denominated  deposits increased 15.3% to US$952.0 million in 2002 from
US$825.8  million in 2001,  which in turn  represented a 20.4%  increase from US$685.8
 million in 2000. See Item 4. Information on the Company(B) Business Overview12.
Selected Statistical Information.

Net interest  margin.  Credicorps  net interest  margin (net
interest  income  divided by average interest-earning  assets)  decreased  from 5.5% in
2000 to 5.3% in 2001,  and  declined  further  to 5.1% in 2002.  The net  interest
 margin  decreased  in 2002  mainly due to lower  returns on Nuevo  Sol-denominated
investments  and loans due to the stability of the exchange rate. The lower net interest
 margin in 2001 was mainly due to lower returns on  investments  and loans,  which was
not fully offset by increased  lending in higher  margin  Nuevo  Sol-denominated   loans.
  See Item  4.  Information  on  the  Company(B)  Business Overview12. Selected
Statistical Information.

Provision for Loan Losses

Credicorp  classifies by risk category all of its loans and other
 credits.  Credicorp  establishes specific loan loss reserves based on the
 classification  of particular  loans (see Item 4.  Information on the Company(B)
Business Overview12. Selected Statistical  Information(iii) Loan  PortfolioClassification
of the Loan  Portfolio),  as well as generic loss reserves.  See Item 4.  Information
 on the  Company(B) Business  Overview12.  Selected  Statistical  Information(iii) Loan
 PortfolioClassification  of the Loan Portfolio.  Credicorps  policy is to maintain
 generic  reserves of not more than 2% of BCPs total credit exposure  (loans plus
 contingent  liabilities),  net of specific  reserves and certain  readily  marketable
collateral,  provided  that the  general  reserves  not be less than 5% of total
 consumer  and credit  card loans.  Credicorps  policy is also to maintain  general
 reserves  with respect to ASHC in amounts it deems appropriate.  See  Item 4.
 Information  on the  Company(B)  Business  Overview12.  Selected  Statistical
Information(iii) Loan  PortfolioClassification  of the Loan  Portfolio.  Credicorp
 does  not  anticipate that the expansion of its loan portfolio or the  consolidation  of
the activities of its  subsidiaries  will necessitate a change in its generic reserve
policy.

The following table sets forth the movements in Credicorps reserve
for loan losses:

|                                                | Year ended December 31,    
|----------------------------------------------- | ---------------------------
|
|                                                |                            
|                                                | (U.S. Dollars in thousands)
|Reserves for loan losses at                     |                            
|the beginning of the year                       | US$209,810                 
|Additional provisions                           | 165,694                    
|Acquisitions and transfers                      | 11,236                     
|Recoveries of write-offs                        | 4,866                      
|Write-offs                                      | (119,994)                  
|                                               
|Monetary Correction and Other                   | (1,530)                    
|                                                |                            
|Reserves for loan losses at the end of the year | US$270,082                 
|                                                |                            

Provisions  for  loan  losses,  charged  against  income  net of
 recoveries,  decreased  16.6%  to US$99.6 million  in  2002  after  a  decrease  of
 29.8%  in  2001.   Provision  expense  in  2002  included US$30.2 million  required  by
BCB  (compared  to  US$31.8  million  in 2001)  and  US$5.9 million  for Banco Tequendama
 (compared to US$5.3 million in 2001).  Despite lower  provisions  added in 2002,
 principally by BCPs  Peruvian  operations,  provisioning  to offset risk  continued to
be high compared to prior  periods. This was principally due to continued  deterioration
 in the credit quality in the Middle and Small Business segments  resulting  from the
delay in the  recovery of economic  activity  and ongoing  decreased  domestic demand
caused by the  unevenness of the recovery.  The Middle Market and Small Business
 segments  continued to require  most of the  provisions  made during 2002.  The effects
of the  increase in specific  provisions were  substantially  offset by write-offs of
specific  loans  amounting to US$150.1  million in 2002,  20.4% higher  than in 2001.
 Write-offs  declined  7.9% from 2000 to 2001.  The loans  charged  off are  primarily
attributable to the removal of loans that were fully provided for and considered
 unrecoverable  pursuant to loan provision  regulations in effect since 1998.  These
 regulations  lowered the amount of time loans were required to remain fully provided for
before being charged off.

Generic provisions,  which totaled US$17.0 million as of December
31, 2000, grew to US$30.4 million at December 31, 2001,  and further to US$46.0  million
at December  31, 2002.  Additionally,  as of December 31, 2002,  US$7.5  million of
generic  provisions  are  included in the special  reserve  equity  account as
appropriations of retained  earnings,  which remained  unchanged since December 31, 2001.
See Notes 6(f) and 13(d) to the Credicorp Consolidated Financial Statements.

Reserves as a  percentage  of past due loans was 104.4% at year-end
 2002,  as compared to 98.2% at year-end  2001.  Reserves as a percentage  of
 substandard  loans  increased to 51.8% at year-end  2002 from 45.4% at year-end  2001.
 Including  US$7.5  million of loan loss  reserves in the  special  reserve  equity
account at  December  31,  2002 and 2001,  respectively.  Reserves  as a  percentage  of
past due loans were 106.3% and as a percentage  of  substandard  loans were 52.7% in
2002,  increasing  from 100.3% and 46.4% in 2001,  respectively.  Given the changing
composition of Credicorps loan portfolio,  Credicorps  historical loss experience may
not be indicative of its future loan loss experience.

Noninterest income

The following table reflects the components of Credicorps
noninterest income:

|                                             | Year ended December 31,    
|-------------------------------------------- | ---------------------------
|
|                                             | (U.S. Dollars in thousands)
|Fees and commissions from banking services.. | US$144,001                 
|Net (loss) gains from sales of securities    | 8,954                      
|Net gains on foreign exchange transactions.. | 23,625                     
|Net premiums earned                          | 113,395                    
|Other income                                 | 28,003                     
|                                             |                            
|Total non-interest income                    | US$317,978                 
|                                             |                            

Credicorps  noninterest  income increased 2.0% to US$335.7 million
in 2002 compared to 2001, which in turn  increased  3.5% from 2000.  Higher  revenue in
2002 is mainly due to  increased  banking fee income and insurance premiums,  which
offset lower gains from securities  transactions.  2001 income includes gains from the
sale of Banco  Capital  and the  shares of  Backus.  See Item 4.  Information  on the
 Company(B) Business Overview5. Insurance.

Fee and  commission  income  grew 14.4% in 2002 from 2001,  when
 almost all lines  grew,  with the largest  increases in account  maintenance  charges,
 credit card fees,  and fees  related to brokerage  and investment  banking,  mostly due
to a higher rate  structure.  The 7.7% higher  income from  banking fees in 2001 came
mainly from credit card services,  brokerage fees and corporate  finance,  which offset
 decreased collections and guarantees fees.

Net gains  from the sale of  securities,  principally  equities,
 resulted  in a net loss of US$1.1 million in 2002,  compared to a net gain of US$31.7
million in 2001,  which in turn grew from US$9.0 million in 2000. The net loss in 2002 is
mostly due to losses in ASBs  investment  portfolio.  The increase in 2001 is mostly due
to gains from the sale of Banco  Capital  and the shares of Backus.  See Item 4.
 Information on the Company(B) Business Overview5. Insurance.

Credicorps  gains from foreign  exchange  transactions  grew 28.7%
in 2002 compared to 2001, after decreasing  25.7% in 2001.  Gains from foreign  exchange
 transactions  are not  attributable to proprietary trading on the part of Credicorp.
 Increased  gains in 2002 compared to 2001 were  principally the result of higher volumes
which offset a further  decrease of the buy/sell spread.  Revenue  decreased in 2001
compared to 2000 principally due to lower  transaction  volumes.  The buy/sell spread on
U.S. Dollars  decreased from 0.29% in 1996 (0.23% in 1997,  0.19% in both 1998 and 1999),
 to 0.16% in 2000, to 0.15% in 2001 and further to 0.13% in 2002, reflecting increased
stability and competition in the foreign exchange markets.

Other income  decreased 7.0% to US$11.7 million in 2002 compared to
2001, after decreasing 55.3% in 2001. Other income  principally  consists of customer
service charges and certain income items. Other income declined in 2002 mainly due to
lower gains on sales of  foreclosed  real  estate.  Decreased  income in 2001 was also
mainly due to lower gains on sale of foreclosed  assets and other  properties and
equipment,  after their high growth in 2000.

Net premiums grew 11.6% to US$125.2  million in 2002 after
 decreasing 1.1% in 2001. In 2002, total consolidated gross premiums,  before
reinsurances,  consisted of: (i) general insurance line premiums, which amounted to 62.3%
of total premiums and increased 22.3%;  (ii) Pacífico Saluds  premiums,  which were
10.2% of the total and increased  8.8%; and (iii) Pacífico Vidas  premiums,  which
amounted to 27.5% of the total and grew 7.1%.  During 2002,  within  general  insurance
 lines,  the fire  insurance  line grew 68.6%,  the health and medical  assistance
 insurance  line grew 4.6%,  while the  automobile  insurance  line  declined 10.1%.  The
 significant  increase  in  premiums  was due  mostly to the sale of fire  insurance  to
clients related to the state-owned  insurance company,  which ceased operating.  Premiums
also increased as a result of higher tariffs due to higher  international  reinsurance
 costs.  Retained premiums increased in 2002 due in part to the higher  reinsurance
 premiums.  As a result,  particularly in fire insurance,  PPS retained a higher
 proportion of the premiums as PPS contracted less  reinsurance.  PPS attributes  higher
 reinsurance costs to increased  apprehension  following the attacks in September 2001 in
New York and  Washington,  D.C. and the  lower  returns  on  investments  international
 reinsurers  have  received  due to  adverse  market conditions.  Through  December 2002,
 pension fund benefits  insurance grew 6.9%, while group life insurance and  individual
 life  insurance  policies grew 13.7%,  and life  annuities  decreased 1.4% compared to
year 2001. In 2001,  before  reinsurances,  general  insurance  lines grew 14.9%,  with
fire insurance  growth of 35.7%,  while life  insurance  lines  increased  16.8%,  life
annuities grew 32.9% and pension fund benefits insurance grew 28.8% compared to 2000.  See Item
4.  Information on the  Company(B)  Business  Overview5. Insurance.

Claims on Insurance Activities

During 2002, claims on insurance  activities  increased slightly by
0.9% to US$97.9 million,  after growing 5.2% in 2001.  Nevertheless,  the net loss ratio,
 defined as net claims paid as a percentage of net premiums  written,  decreased  to
58.6% in 2002,  compared to 63.9% in 2001,  which in turn  decreased  from 69.0%  in
 2000.  The  net  loss  ratio  improved  in 2002  mainly  due to  lower  ratios  in the
 following segments:  fire  insurance,  for which the net loss  ratio  decreased  to
15.9% in 2002 from  78.6% in 2001; Pacífico Salud,  whose net loss ratio decreased to
82.6% from 108.0% in 2001; and personal injury,  in which the net loss ratio  decreased
to 45.4% from 62.0% in 2001. In 2001, the net loss ratio improved  despite the health
 insurance ratio remaining high at 86.2%,  even after taking measures to reduce claims,
 and a higher ratio in fire  insurance  of 78.6% which was due to claims  caused by the
 earthquake  in the south of Perú, which  occurred in the second  quarter of 2001.
 Claims grew in 2000  principally  in health  insurance,  at Pacífico  Salud,  and in
auto  insurance,  which  had net loss  ratios of 92%,  110% and 76%,  respectively. See Item
4. Information on the Company(B) Business Overview5. Insurance.

Other Expenses

The following table reflects the components of Credicorps other
expenses:

|                               | Year ended December 31,    
|------------------------------ | ---------------------------
|
|                               | (U.S. Dollars in thousands)
|Salaries and employee benefits | US$171,403                 
|General and administrative     | 128,924                    
|Depreciation and amortization  | 47,520                     
|Provision for seized assets    | 22,565                     
|Other                          | 21,117                     
|                               |                            
|Total other expenses           | US$391,529                 
|                               |                            

Credicorps  other expenses (aside from provisions for loan losses)
increased 3.4% in 2002 compared to 2001,  which in turn remained  almost  unchanged
 compared to 2000.  Higher expenses during 2002 were due mostly to increased  general and
 administrative  expenses and  personnel  expenses  (salaries  and employee benefits).
 The increase in 2001 of other  expenses was due mostly to higher  provisions  for
 contingencies and increases in personnel, which were offset by lower seized assets
provisions.

Personnel  expenses grew 5.5% in 2002  compared to 2001,  after a
1.5% increase in 2001 compared to 2000.  The number of  Credicorps  personnel  increased
 to 9,896 in 2002 from 9,375 in 2001,  which in turn increased  from 9,212 in 2000.
 Considering  only BCP,  the number of  personnel  increased to 8,356 in 2002 from 7,747
in 2001,  which in turn increased  from 7,417 in 2000.  The personnel  increase in 2002
is mainly due to the inclusion of 685 employees of BSCH-Perú at December 31, 2002.

Credicorps  general and  administrative  expenses  (which  include
 taxes other than income taxes) increased  4.3% in 2002  compared  to 2001,  after
 remaining  almost  unchanged  in 2001  compared to 2000. Higher expenses in 2002 were
the result of  non-recurring  charges related to projects  including  launching the new
 BCP  identity;  the  restructuring  of  computer  systems;  and  severance  payments
 due to  staff restructuring,  which totaled  US$14.4  million in 2002.  General  expense
 containment in 2001 was achieved mostly by reducing  office  supplies and  operating
 charges and  marketing  expenses,  which were offset by higher third party fees and
maintenance and systems  expenses.  Depreciation and  amortization  decreased by 5.1% and
1.7% during 2002 and 2001, respectively.

Other expenses  decreased 19.8% in 2002 compared to 2001,  after
 increasing 63.9% in 2001 compared to 2000. Other expenses consist primarily of certain
 contingency  provisions,  net asset disposal costs and other  miscellaneous   items.
 Lower  expenses  in  2002  were  mainly  due  to  decreased   provisions  for
contingencies.  Increased  expenses  in 2001 were  mostly due to higher  provisions  for
 contingencies  and commissions principally paid by PPS.

Translation Result

Since Credicorps  financial  statements are kept in U.S. Dollars,
 the translation result reflects exposure to  devaluation  of net monetary  positions in
other  currencies.  Credicorp  had a US$2.5  million translation  loss in 2002,  a US$2.6
 million loss in 2001 and a US$8.5  million  loss in 2000.  Translation loss in 2002 was
mostly due to losses  recorded at Banco  Tequendama,  which were caused by the
 devaluation of the  Colombian and  Venezuelan  currencies.  These losses were partly
 offset by gains at BCP.  Losses in 2001 were mostly due to losses  recorded at PPS and
Banco  Tequendama,  which had US$1.7  million and US$1.0 million of  translation  losses,
 respectively.  Losses in 2000 were  mostly due to losses  recorded at BCP, Banco
 Tequendama  and BCB,  which had US$2.9  million,  US$2.3  million and US$2.1  million of
 translation losses, respectively.

Income Taxes

Credicorp is not subject to income taxes or taxes on capital gains,
 capital transfers or equity or estates duty under Bermuda law;  however,  certain of its
 subsidiaries  are subject to income tax depending on the legislation applicable to the
jurisdictions in which they generate income.

Credicorps  Peruvian  subsidiaries,  including  BCP, are subject to
 corporate  taxation on income under the  Peruvian  tax law.  The  statutory  income tax
rate  payable in Perú since 2002 is 27% of taxable income,  which  includes the result of
exposure to inflation,  plus an additional  4.1%  withholding  tax on dividends,  which
 Credicorp  registers  as  income  tax  based on the  liquid  amount  received  from
 BCP. Amendments to the income tax legislation in 2000 allowed  Peruvian  companies to
pay income tax at a rate of 20% for the portion of taxable income  reinvested in any
economic  activity during that year,  adjusted from the standard rate of 30%. For fiscal
years 1998 and 1999,  companies  were subject to an  extraordinary  tax on net  assets of
0.5%,  and 0.2%,  respectively.  In the case of banks,  such asset  taxes were
 calculated based on 50% of assets  (net of  depreciation,  reserve  for loan  losses and
common  stock  investments  in Peruvian  corporations) as of December 31 of the relevant
fiscal year.  Beginning in 1994,  amounts required to be held by BCP in the Central Bank
as reserve  deposits could be deducted from the asset  calculation for determination  of
the  alternative  minimum tax and the  extraordinary  tax.  Starting in 2003, and
applying rates on  substantially  the same net assets,  a procedure  will be applied to
make advance  payments of the income tax  liability  correspond  to the on going  fiscal
 year Both the asset  based taxes and the advance payment procedure are payable even if
no tax liability results in the tax year in question.

Peruvian tax legislation is applicable to legal entities
 established in Perú, and on an individual (not  consolidated)  basis.  Credicorps
 non-Peruvian  subsidiaries are not subject to taxation in Perú and their assets are not
included in the calculation of the Peruvian extraordinary tax on net assets.

ASHC is not subject to taxation in Panama  since its  operations
 are  undertaken  offshore.  The Cayman Islands  currently have no income,  corporation
or capital gains tax and no estate duty,  inheritance or gift tax.  Prior to 1995,  there
was no  corporate  income tax in Bolivia.  Although  Bolivia  adopted an income tax
regime  starting in 1995,  due to BCBs ability to offset taxes paid other than income
taxes from any income tax  liability,  no Bolivian  income  taxes have been  payable.
 Banco  Tequendama  is subject to income tax in Colombia at the statutory rate of 35%.

Income tax expense by Credicorp  increased to US$32.6 million in
2002 from US$25.1 million in 2001, which in turn  represented  a 122.2%  increase  from
US$6.1  million in 2000.  Income tax growth in 2001 and 2002 reflects increases in
Credicorps  taxable income.  Since 1994,  Credicorp has paid the Peruvian income tax at
the statutory rate.  The effective tax rates in 2001 and 2002 were 23% and 38%,
respectively.

3. Financial Condition

Total Assets

As of December 31,  2002,  Credicorp  had total  assets of
 US$8,616.8  million,  increasing  13.7% compared to total  assets of  US$7,581.8
 million at December  31,  2001,  with  loans,  net of  provisions, increasing  18.1%,
 which was partly offset by lower interest  receivables  and other assets.  From December
31, 2001 through  December 31,  2002, the Peruvian  financial system grew 5.8% in terms
of deposits and 1.9% in terms of loans while GDP grew 5.2%.  The high  growth in assets
 during 2002  reported  by  Credicorp  is mainly due to the  acquisition  of  BSCH-Perú.
 Although no assurance  can be given,  Credicorp  expects its total  assets to grow in
the  following  years at a rate  similar  to GDP  growth.  The  ratio of  financial
intermediation,  as  measured  by  the  sum of  currency  in  circulation,  bank
 deposits  and  other  bank obligations to the public,  divided by GDP, was 5.2% in 1990
and, although this ratio reached  approximately 25% in 2001 and 2002,  this is still
 below  the 26.7%  peak in the  early  1970s.  Nevertheless,  Credicorp expects the rate
of growth in total  assets to decline  compared to the  unusually  high levels
 experienced through 1997.

Credicorps  planned  expansion in its loan portfolio  could be
accompanied by increased  risk, not only due to the speed and magnitude of the increase
in loans,  but also to the  anticipated  shift to middle market  and  consumer  lending,
 sectors in which  Credicorp  lacks the  experience  that it has in its more traditional
 lending  activities,   particularly  corporate  lending.  Given  the  changing
 composition  of Credicorps  loan  portfolio,  Credicorps  historical  loss  experience
may not be indicative of its future loan loss experience.

As of December 31, 2002,  Credicorps total loans were US$4,817.7
million,  which represented 55.9% of total assets. Net of reserves for loan losses,
 total loans were US$4,393.6  million.  As of December 31, 2001,  Credicorps total loans
equaled US$4,064.5  million,  which represented 53.6% of total assets. Net of reserves
for loan losses,  total loans were US$3,720.0  million.  Credicorps total loans grew
from December 31, 2001 to December 31, 2002 by 18.5%,  and net of loan loss reserves by
18.1% in the same period,  for the reasons specified in the first paragraph of this
section.

Credicorps  total  deposits  with  the  Central  Bank  of Perú  remained
 almost  unchanged,  with US$1,281.6  million as of December 31, 2001 and  US$1,209.1
 million as of December  31,  2002.  Credicorps securities  holdings (which include
marketable  securities and investments)  increased to US$1,240.4 million at December 31,
2002 from US$1,135.5  million at December 31, 2001.  During 2002, the marketable
 securities portfolio  increased  10.4% to US$605.1  million  principally  due to
increased  investments in Central Bank certificates  and bonds by BCP.  The
 available-for-sale  securities  portfolio  increased  8.2% to US$635.3 million.

Total Liabilities

As of December 31, 2002,  Credicorp had total liabilities of
US$7,792.97  million, a 14.9% increase over total  liabilities of US$6,785.1  million as
of December 31, 2001. As of December 31,  2002,  Credicorp had total deposits of
US$6,381.2  million,  a 15.1%  increase over total  deposits of US$5,543.4  million at
December 31,  2001.  The  increase  in  deposits  in  2002  was  mainly  due  to the
 acquisition  by BCP of BSCH-Perú.  Credicorp  believes that its extensive branch network
and reputation in the Peruvian market have allowed it to compete  effectively  for new
 deposits  and to attract  stable,  low cost  savings  deposits. Growth  during 2002 was
39.7% in demand  deposits,  and 9.7% in savings  deposits,  while time deposits grew
9.3%. As of December 31, 2002,  Credicorp,  including BSCH-Perú,  had 48.3% of total
savings deposits in the Peruvian  banking  system and 38.6% of total  deposits,  both of
which are the highest of any Peruvian bank. An important  characteristic  of  Credicorps
 deposit base is that,  as of  December 31,  2002, it included 56.8% of the entire
Peruvian banking  systems CTS deposits.  Credicorp  believes that it traditionally  has
attracted a high  percentage  of the savings and CTS deposit  market  because of its
 reputation  as a sound institution  and its extensive  branch network.  Credicorps
 funding  strategy has been  structured  around maintaining a diversified  deposit  base.
 Credicorps  core  deposits  (savings,  CTS and demand  deposits) accounted  for  58.1%
 of total  deposits  as of  December 31, 2002,  and  more  than 60% of total  deposits
considering  BCP  individually.  Credicorps  market  share in these types of deposits
 amounted to 49.1% of the system at December 31, 2002.

4. Reconciliation of Differences Between IAS and U.S. GAAP

The Credicorp  Consolidated  Financial  Statements have been
prepared in accordance with IAS, which differ in certain  significant  respects  from
U.S.  GAAP.  The  principal  difference  between IAS and U.S. GAAP,  insofar as they
relate to Credicorp,  is the treatment of goodwill  amortization.  Credicorp believes
that there is no  significant  difference  between (i) the amounts of the loan loss
 provisions  taken under IAS and the  provisions  that  would  be  required  under  U.S.
 GAAP,  (ii)  the  accounting  treatment  of investments  with the adoption of IAS 39
since 2001 (see Note 2(h) to the Credicorp  Consolidated  Financial Statements)  and
(iii) the  treatment  of  goodwill  amortization  in 2002.  Net  income  for the year
ended December 31, 2002 was US$42.4  million  under IAS compared to US$45.4  million
under U.S.  GAAP.  Net income for the year ended  December 31, 2001 was US$54.5  million
under IAS compared to US$55.9  million under U.S. GAAP.  Net income for the year ended
 December  31, 2000 was US$17.7  million  under IAS compared to US$15.8 million  under
U.S.  GAAP.  Shareholders  equity  under IAS was  US$823.8  million as of December 31,
2002, similar to the amount  under U.S.  GAAP of  US$826.8  million  due to the
 application  of IAS 39 (which was adopted in 2001 and is similar to the accounting
 provisions  under U.S. GAAP),  and US$796.8  million as of December 31, 2001,  which was
the same amount under U.S.  GAAP.  See Note 22 to the  Credicorp  Consolidated Financial
 Statements for a discussion of the significant  differences between IAS and U.S. GAAP,
insofar as they relate to Credicorp.

(B)      Liquidity and Capital Resources

Regulatory Capital and Capital Adequacy Ratios

|                                                           | As of December 31,                             
|---------------------------------------------------------- | -----------------------------------------------
|
|                                                           | (U.S. Dollars in thousands, except percentages)
|Capital stock, net                                         | US$545,671                                     
|Legal and other capital reserves                           | 69,527                                         
|Retained earnings                                          | 0                                              
|Generic contingency loss reserves                          | 28,659                                         
|Subordinated debt                                          | 72,877                                         
|                                                           |                                                
|Total                                                      | US$716,734                                     
|Less: investment in multilateral organizations and Banks   | (134)                                          
|Total regulatory capital(1)                                | US$716,600                                     
|Risk-weighted assets(1)                                    | 6,050,705                                      
|Capital Ratios:                                           
|Regulatory capital as a percentage of risk-weighted assets | 11.84%                                         
|Ratio of risk-weighted assets to regulatory capital (1)    | 8.44                                           

|(1) | On an unconsolidated basis, BCPs regulatory capital was US$400.9 million
and its risk-weighted assets and equivalent market risks were US$3,861.6 million as of December 31, 2002, yielding a ratio
of 9.63 to 1.0 (10.4%). ASB, which determines regulatory capital and risk-weighted assets in
accordance with the Basel Accord, had a risk-weighted assets to regulatory capital ratio of 4.48 to
1.0 (22.3%).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Average  shareholders  equity as a percentage of average total
assets decreased from 10.2% in 2000 to 10.1% in 2001, but grew to 10.4% in 2002.

Liquidity Risk

The  following  table  reflects  the  maturity  and  currency
 structure  of  Credicorps   assets, liabilities and shareholders equity as of December
31, 2002:

|                                                         | Year ended December 31, 2002                   
|-------------------------------------------------------- | -----------------------------------------------
|
|                                                         |                                                
|                                                         | (U.S. Dollars in thousands, except percentages)
|Assets                                                   |                                                
|Financial Assets:                                       
|Cash and due from banks                                  | US$162,612                                     
|Other assets (1)                                        
|Less than 3 months                                       | 620,649                                        
|From 3 months to 12 months                               | 259,110                                        
|More than 12 months                                      | 180,133                                        
|Sub-Total                                                | 1,222,504                                      
|Non-Financial Assets:                                   
|Bank premises and equipment and others                   | 255,569                                        
|Reserves for loan losses                                 | (22,606)                                       
|Sub-Total                                                | 232,963                                        
|Total                                                    | US$1,455,467                                   
|                                                         |                                                
|Percentage of total assets                               | 16.89%                                         
|Liabilities and Shareholders Equity                    
|Financial Liabilities:                                  
|Non-interest bearing deposits                            | US$225,915                                     
|Other liabilities (2)                                   
|Less than 3 months (3)                                   | 903,757                                        
|From 3 months to 12 months                               | 204,104                                        
|More than 12 months                                      | 50,406                                         
|Sub-Total                                                | 1,384,182                                      
|Non-Financial Liabilities and Equity:                   
|Other liabilities                                        | 20,315                                         
|Shareholders equity                                     | 515,483                                        
|Sub-Total                                                | 535,798                                        
|Total                                                    | US$1,919,980                                   
|                                                         |                                                
|Percentage of total liabilities and shareholders equity | 22.28%                                         

|(1) | Consists of loans,
 marketable securities, investments, interest and other receivables, deferred expenses and other assets.                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Demand, savings, certificates of deposit, time deposits and
borrowings.                                                                                                                                                                                                                         
|(3) | Includes US$552.2 million of CTS deposits which, subject to certain
exceptions, may be withdrawn by the depositor  only upon  termination  of employment or upon transfer to another bank.  Although
         classified as short-term, historically these deposits have been relatively stable.

Credicorp  manages its assets and  liabilities to ensure that it has
 sufficient  liquidity to meet its present and future financial  obligations and that it
is able to take advantage of appropriate  business opportunities  as they arise.
 Liquidity  risk  represents the potential for loss as a result of limitations on our
 ability  to adjust  future  cash flows to meet the needs of  depositors  and  borrowers
 and to fund operations  on  a  timely  and  cost-effective  basis.  Financial
 obligations  arise  from  withdrawals  of deposits,  repayment  on maturity of
 purchased  funds,  extensions  of loans or other forms of credit,  and working capital
needs.

BCP is subject to SBS Resolution No. 622-98,  enacted in July 1998,
which made its Market Risk Unit responsible for liquidity  management,  and by which
minimum  liquidity ratios were  established.  The ratio of liquid assets as a percentage
of short-term  liabilities,  as strictly defined by the SBS, must exceed 8% for Nuevos
Soles-based transactions,  and 20% for foreign exchange-based  transactions.  BCPs daily
average ratios  during the month of December  2002 were 30.5% and 55.7% for Nuevos Soles
and foreign  exchange-based transactions, respectively.

Credicorp  has  never  defaulted  on any of its  debt  or  been
 forced  to  reschedule  any of its obligations.  Even during the early 1980s,  when the
 government  of Perú and many  Peruvian  companies  and banks were forced to  restructure
 their debt as a result of the Latin  American debt crisis and  government restrictions,
BCP and PPS complied with all of their payment obligations.

Credicorps  principal  source of funding is customer  deposits with
BCPs Retail Banking  division and ASHCs  Private  Banking  division,  and  premiums
 and amounts  earned on invested  assets at PPS.  The growth of Credicorps  deposit base
over the past years has enabled Credicorp to increase  significantly its lending
 activity.  Credicorp  believes  that  funds  from  its  deposit-taking  operations
 generally  will continue to meet  Credicorps  liquidity needs for the foreseeable
 future.  The Retail Banking division has developed a  diversified  and stable  deposit
base and the Private  Banking  division has developed a stable deposit base that, in each
case,  provides  Credicorp with a low-cost  source of funding.  This deposit base has
traditionally been one of Credicorps  greatest  strengths.  BCP at times has accessed Perús
short-term interbank  deposit  market,  although it is generally a lender in this market.
 The Central Banks  discount window,  which makes short-term  loans to banks at premium
rates, is also available as a short-term  funding source,  but has been used
 infrequently  by BCP.  ASHC also has the  ability to borrow  from  correspondent banks
on an  overnight  basis  at  rates  tied to the  Federal  Funds  rate as well as  funding
 lines  from international  financial  institutions.  At the end of 2002,  Credicorp  had
 credit  lines  available  from correspondent banks of approximately  US$1.6 billion,
 including  long-term  facilities that are mainly used for  project  financing,  of which
no  significant  amount was drawn  down.  The latter  facilities  include funding  from
CAF,  the IFC and other  international  lenders.  In 1998 and 2001,  a total of
 approximately US$200 million of funding was received  through the  securitization  of
certain credit card  receivables and diversified  payment  rights,  with BCP as the
 originator  of such assets.  BCP may utilize  these  funding options in the future.

In addition,  mortgage  loans may be funded by mortgage  funding
 notes and,  since 2001,  mortgage bonds  that  are  sold by BCP in the  market.
 Mortgage  funding  notes  are  instruments  sold by BCP  with payment terms that are
matched to the related  mortgage loans,  thereby  reducing BCPs exposure to interest
rate  fluctuations  and  inflation.  Mortgage  bonds are U.S.  Dollar-denominated  and
have been issued with ten-year terms,  with collateral  established by real estate
acquired through funded home mortgage loans. As of December 31, 2002,  BCP had US$28.5
 million of  outstanding  mortgage bonds and notes. A source of funds specific to leasing
 operations are leasing bonds issued by lease  financing  companies,  the terms of which
are specified in the Peruvian  leasing  regulations.  As of December 31, 2002,  BCP had
US$350.2  million of outstanding  leasing  bonds.  These bonds have  maturities
 extending  from three to five years and bear the same  interest  as  360-day  time
 deposits.  In  addition  to  its  regular  sources  of  funds,  BCP is an intermediary
of several  medium-term  credit lines for project  financings in certain  economic
 activities, from the Peruvian development  financing company,  COFIDE, other
international  financial  institutions like the CAF, the IFC and other major export
credit agencies.

Among the policies that Credicorp follows to ensure sufficient
 liquidity are the active management of interest rates and the active  monitoring of
market trends,  in order to identify and provide for changes in the supply of deposits or
the demand for loans.

The principal  sources of funds for PPSs  insurance  operations are
premiums and amounts earned on invested  assets.  The major  uses of these  funds are the
 payment of  policyholder  claims,  benefits  and related  expenses,  reinsurance  costs,
 commissions and other operating costs. In general,  PPSs insurance operations  generate
 substantial  cash flow because most  premiums are received in advance of the time when
claim  payments are  required.  Positive  operating  cash flows,  along with that portion
of the  investment portfolio  that  is  held  in cash  and  highly  liquid  securities,
 historically  have  met the  liquidity requirements  of PPSs  insurance  operations.
 See Notes 10 and 11 to  Credicorps  Consolidated  Financial Statements.

(C)      Research and Development

Not applicable.

(D)      Trend Information

Credicorp was able to overcome  difficulties  presented by the
 ramifications of the  international financial  crisis  during the years  1998,  1999 and
2000 to improve its core  businesses  in 2001 and 2002. Through  these past  years,
 Credicorp  dedicated  significant  resources  to  consolidate  its  competitive
advantages.   Credicorp  expects  2003  to  be  a  year  of  improvement  and
 consolidation,   with  higher profitability, and further strengthening of its balance
sheet.

In 2003,  it is likely that banks in Perú will see little growth in
loans,  financial  margins will continue  to  tighten,  and  pricing  for the  services
 they offer will  suffer  from  higher  competition. Credicorp  will  take  measures  to
reduce  volatility  of net  income,  reduce  costs  and raise  operating efficiency,
which will help compensate for lower financial margins, while limiting international
expansion.

For BCP, growth will primarily be directed towards offering loans
and adequate  financial  services in market  segments with higher  margins and lower
banking  penetration.  In personal  banking,  BCP expects to see growth in mortgage
loans,  especially those linked to the governments  MiVivienda low-income housing
program,  as well as loans  to  micro-businesses.  In order to  generate  more
 transactional  services  fee income,  BCP will  further  increase  its  branches  in
zones  poorly  served by banks and which show growth potential.  Middle  Market  Banking,
 after the  removal  of bad loans from its loan  portfolio,  is another market  segment
 which should begin to recover and reach  volumes  seen prior to the crisis.  2003
 presents the specific challenge of integrating  customers and operations from BSCH-Perú,
 requiring the effort of all BCP team  members to offer  services of the quality  that
 customers  require  and to obtain  benefits  from higher operating efficiency.

ASHC will continue its strategy  employed starting in 2001, to
achieve sustained growth in managing third-party  funds  and  change  the  composition
 of  its  investments   towards  lower-risk   instruments. Implementation  of this
strategy  will result in lower income,  but this should be offset by the increase in fees
from third-party fund management.

Banco  Tequendama  will continue its efforts to increase  loans and
deposits,  reduce  expenses and generate  positive  results  while  reducing  support
 required  from  Credicorp.  In 2003,  BCB will likely continue  to be  affected  by the
high  rate of  overdue  loans  but it will  require  smaller  charges  for provisions.

Credicorps  insurance  business  is  likely to grow in 2003 in line
with  economic  activity  even though its  margins  will  remain low because of greater
 competition  and the higher  cost of  reinsurance. There is an opportunity for growth in
annuities due to the new regulations  providing for early  retirement, and, in the field
of health insurance PPS will take steps to reduce further the rate of claims.

ITEM 6.       DIRECTORS, SENIOR MANAGERS AND EMPLOYEES

(A)      Directors and Senior Management

Board of Directors

The following table sets forth the current Directors of Credicorp.

|Name                  | Position      | Years served as aDirector(1)
|--------------------- | ------------- | ----------------------------
|Dionisio Romero       | Chairman      | 33                          
|Luis Nicolini         | Vice Chairman | 27                          
|Fernando Fort         | Director      | 21                          
|Reynaldo Llosa        | Director      | 20                          
|Juan Carlos Verme     | Director      | 13                          
|Luis Enrique Yarur(2) | Director      | 7                           

|(1) | Of Credicorp, its subsidiaries and their predecessors as of December 31, 2002.                      
|--- | ----------------------------------------------------------------------------------------------------
|(2) | Mr. Yarur was elected to the Board of Directors on October 31, 2002, replacing José Antonio Onrubia.

Dionisio  Romero is an economist  with a Masters  degree in Business
 Administration  from Stanford University  in the United  States of America.  Mr. Romero
was the Chairman of Banco de Crédito del Perú from 1966 to 1987 and has served as a Board
 Member from  December  1990 to the  present.  He is the  Chairman of Credicorp  and has
held this  position  since  August  1995.  Additionally  he serves as a  Director  on the
Boards of various other companies.

Luis Nicolini, an industrial banker by profession,  has served as
Vice Chairman of Banco de Crédito del Perú since August 1995,  is also a Director on the
Boards of  Inversiones  Centenario,  Alicorp,  and is Chairman  of the  textile  company
 Fábrica de Tejidos La Bellota.  He has been Vice  Chairman of  Credicorp since August
1995.

Fernando  Fort is a lawyer  and  Partner  at the law firm of Fort,
 Bertorini,  Godoy y  Sarmiento. Mr. Fort  has served as a Director of Banco de Crédito
del Perú from 1979 to 1987 and from March 1990 to the present.  He has served as a
Director of  Credicorp  since March 1999.  Additionally,  Mr. Fort  serves as a Director
on the Board of Inversiones Centenario and the Boards of various other companies.

Reynaldo  Llosa is a business  manager  and has served as a Director
of Banco de Crédito del Perús from 1980 to October  1987 and from March 1990 to the
 present.  He has been a Director of  Credicorp  since August 1995.  Mr. Llosa is also
the main partner and general  manager of the company F.N. Jones S.R.  Ltda., and serves
as a Director on the Boards of various other companies.

Juan Carlos  Verme is a  businessman  and has served as Director of
Banco de Crédito del Perú since March 1990 and as a Director of  Credicorp  since  August
 1995.  Mr. Verme also serves as a Director on the Boards of various other companies.

Luis Enrique Yarur is a businessman  with an  undergraduate  degree
in law and graduate  degrees in economics  and  management.  He became a Director of
Credicorp  on October 31,  2002.  Mr. Yarur is Chairman of the Board of Banco de  Crédito
e  Inversiones,  of Chile,  and  member  of the  Boards of  various  other Chilean
companies.

The Secretary of Credicorp is Dawna L. Ferguson.  The Assistant
 Secretary of Credicorp is Fernando Palao.  The Resident Representative of Credicorp in
Bermuda is Nicholas G. Trollope.

Executive Officers

Pursuant  to  Credicorps  bye-laws  (the  Bye-Laws),  the  Board
of  Directors  has the power to delegate its power over  day-to-day  management  to one
or more  Directors,  officers,  employees or agents. The following table sets forth
information concerning the principal executive officers of Credicorp.

|Name                | Position                         | Years Served asan Officer(1)
|------------------- | -------------------------------- | ----------------------------
|Dionisio Romero     | Chief Executive Officer          | 33(2)                       
|Raimundo Morales    | Chief Operating Officer          | 23                          
|Carlos Muñoz        | Executive Vice President         | 22                          
|Benedicto Cigüeñas  | Chief Financial and Accounting   | 12                          
|                    | Officer                         
|José Luis Gagliardi | Senior Vice President,           | 22(3)                       
|                    | Administration and              
|                    | Human Resources                 
|Arturo Rodrigo      | Senior Vice President, Insurance | 27                          

|(1) | Of Credicorp, its subsidiaries and their predecessors as of December 31, 2002.                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Romero served as an officer of BCP from 1966 through 1987 and from 1990 to the present. Mr. Romero
 has been an officer of PPS since 1972.
|(3) | Mr. Gagliardi served as an officer of BCP from 1981 through 1988.                                                                             

Dionisio  Romero,  the Chief Executive  Officer of Credicorp,  also
serves on Credicorps  Board of Directors.  See Directors.

Raimundo  Morales,  the Chief Operating  Officer of Credicorp,  is
also the General Manager of BCP, having joined BCP in 1980.  Previously,  Mr.  Morales
held various  positions  during his ten years at Wells Fargo Bank in its San  Francisco,
 São Paulo,  Caracas,  Miami and Buenos Aires  offices.  His last position was Vice
 President for the Southern  Region of Wells Fargo.  From 1980 to 1987,  Mr.  Morales was
Executive Vice  President in charge of BCPs  Wholesale  Banking Group.  From 1987 to
1990 he was the General  Manager of ASB in Miami.  He rejoined BCP as General  Manager in
1990.  Mr.  Morales  received his Masters degree in Finance from the Wharton School of
Business in the United States.

Carlos Muñoz,  the Executive Vice President of Credicorp and, the
Deputy General Manager of BCP, is also  the  President  of  ASB.  He  previously  served
 as  Senior  Vice  President  and  Manager  of  BCPs Metropolitan  Division  Group and
later  managed the Retail  Banking Group as an Executive  Vice  President. Previously,
 Mr. Muñoz held positions as an Investment  Officer for the  International  Finance
 Corporation (World Bank Group) in Washington,  D.C. and with the Philadelphia  National
Bank in Philadelphia,  Paris and Buenos Aires,  where his last position was Assistant
Vice President and Regional  Representative.  From 1988 to 1990,  Mr. Muñoz  served as
Executive  Vice  President of ASB. Mr. Muñoz  received his Masters  degree in Finance
from the Wharton School of Business in the United States.

Benedicto  Cigüeñas is the Chief  Financial and Accounting  Officer
of Credicorp and Executive Vice President  of  Planning  and  Finance of BCP.  Before
 joining  BCP in 1991,  Mr.  Cigüeñas  was the General Manager of Banco Exterior de los
Andes y de España  (Regional Office in Peru) and of Banco  Continental.  He served as Perús
Vice Minister of Finance from 1979 to 1981.  Mr.  Cigüeñas  received his Masters  degree
in Economics from Colegio de Mexico, in Mexico.

José Luis  Gagliardi,  the Senior Vice President,  Administration
 and Human Resources of Credicorp and Executive  Vice  President of  Administration  of
BCP,  first joined BCP in 1981.  From March 1981 until December  1988  he  served  as the
 Manager  of  Human  Resources  and  Central  Manager  of  Resources  and Administration.
 In 1988,  Mr.  Gagliardi  left BCP to manage Human  Resources  for Bank of Americas
 Latin American Division.  He rejoined BCP in November 1990.

Arturo Rodrigo is the Senior Vice President,  Insurance for
Credicorp and is the General Manager of PPS.  Prior to  joining  PPS in 1976,  Mr.
 Rodrigo  worked at La  Vitalicia  Compañía  de  Seguros.  Before becoming  General
Manager of PPS, Mr. Rodrigo held various  management  positions at PPS,  managing both
the technical area and the commercial property line.

(B)      Compensation

The aggregate amount of compensation paid by Credicorp to all
Directors and executive  officers for 2002 was US$3.4  million.  Credicorp  does not
disclose to its  shareholders  or otherwise make available to the public information as
to the compensation of its individual directors or executive officers.

Pursuant to the Credicorp Shares Purchase  Options Plan (the "Plan")
which Credicorp  instituted to grant  options  beginning  in fiscal  year 1999,
 Credicorp  granted  options to purchase  Common  Shares to certain  Directors  and
 administrative,  supervisory  and  management  personnel  during  the years  ending
December 31, 1999,  2000,  2001 and 2002 (each  individually  an Option and
 collectively  the Options). Each Option  expires  eight years after the date of grant.
 The Options  vest in 25%  increments  during the first  four  years  following  the date
of  grant.  From the end of the  fourth  year  after the grant of an Option until the
 expiration  date of the Option,  all or a portion of such Option still  outstanding
 under the Plan may be  exercised  at any time.  The  Options  granted in 1999 were for a
total of  475,000  Common Shares with an exercise price of $9.09,  Options  granted in
2000 amounted to 534,000 with an exercise price of $10.25,  Options  granted in 2001 were
for 571,750  Common Shares and have an exercise  price of US$7.05, and Options  granted
in 2002 were for 575,000  Common  Shares and have an exercise  price of US$8.73.  As of
December 31, 2002, only 1,250 Common Shares had been purchased through the exercise of
stock options.

(C)      Board Practices

The management of Credicorp is the  responsibility  of the Board of
Directors,  which,  pursuant to the Bye-Laws,  is composed of six persons.  Directors
 need not be  shareholders.  Directors are elected and their  remuneration  is determined
 at Annual  General  Shareholders  Meetings.  Directors  hold office for three-year
 terms. The terms of only two Directors expire at a given Annual General  Shareholders  Meeting,
and at such  meeting  their  successors  are  elected.  Credicorps  current  Directors
 have no benefits in addition to the remuneration agreed at the annual general
 shareholders  meetings,  nor benefits that could be enjoyed at the termination of their
service terms.

Pursuant to the Bye-Laws,  the number of Directors required to
constitute a quorum is a majority of the  Directors.  A quorum must exist  throughout
 any meeting of Directors.  A director can appoint  another Director  to act as his proxy
at a meeting  of the Board of  Directors.  The Board can act by the  unanimous written
consent of all Directors.

Audit Committee

The Audit Committee is responsible  for assisting in the appointment
of independent  auditors to be elected at the general  meeting of  shareholders  of
 Credicorp  and  reviewing  the scope of  internal  and external  audits.  The Audit
 Committee  also reviews  compliance  with internal  control  systems,  reviews Credicorps
 annual and quarterly  financial  statements before their  presentation to regulatory
bodies and maintains  the  integrity of the  preparation  of audits.  The members of the
Audit  Committee are currently Messrs. Yarur (Chairman), Nicolini, Llosa and Verme.

Credicorps  Audit  Committee  has also been  assigned by the Board
to oversee the  internal  audit departments at BCP and PPS. As permitted by SBS
Resolution  No.  1041-99,  BCPs Internal Audit Division has responsibility over all
financial activities of its subsidiaries.

(D)      Employees

At  December  31,  2002,  Credicorp  had 9,911  full-time
 employees,  distributed  as shown in the following table.

|                 | At December 31,      
|---------------- | ---------------------
|
|                 | (Full-time employees)
|BCP              | 7,417                
|Banco Tequendama | 452                  
|PPS              | 840                  
|ASHC             | 101                  
|Others           | 402                  
|                 |                      
|Total Credicorp  | 9,212                

The increase in 2002 is mainly due to the  inclusion of 685
 employees at  BSCH-Perú,  most of whom have subsequently been dismissed.

All  employees of banks in Perú are given the option of belonging
 to an employee  union,  and such employee  unions are  collectively  represented by the
Federación de Empleados  Bancarios (the Federation of Banking  Employees,  or FEB). In
order to negotiate a collective  agreement on behalf of its members,  FEB must have as
members over 50% of all  Peruvian  banking  employees.  Because the  representation  of
banking employees  members of FEB  declined to below 50%, the most recent  collective
 bargaining  agreement,  which expired on June 30, 1995, was not renewed.

As of December  31,  2002,  only two BCP  employees  belonged to a
union.  The last strike by union employees  occurred in 1991 and did not interfere with
BCPs  operations.  Due to the limited  participation in the  union,  in 1996  BCP was
 granted  permission  by the  Peruvian  Ministry  of Labor  to  cancel  the registration
of BCPs union.

(E)      Share Ownership

As of April 30, 2003,  Directors  and executive  officers as a group
owned 15.0 million  (15.9%) of Credicorps  Common Shares.  With the exception of the
Romero family  holdings,  represented by Mr. Dionisio Romero, no other director or
executive  officer of Credicorp  beneficially owns more than one percent of the Common
Shares.  See Item 7. Major Shareholders and Related Party Transactions (A) Major
Shareholders.

ITEM 7.       MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)      Major Shareholders

As of June 30, 2002, there were 94,382,317  Common Shares issued, of
which 14,634,925 Common Shares were held by BCP,  ASHC and PPS.  Under  Bermuda  law,
 BCP,  ASHC and PPS have the right to vote the Common Shares they own. The table below
 provides  details  about the  percentage of Common Shares owned by holders of 5% or more
of Common Shares, as of April 30, 2002.

|Owner                                 | CommonShares | Percent ofClass(1)
|------------------------------------- | ------------ | ------------------
|Romero family(2)                      | 14,693,928   | 15.57%            
|AFP Integra                           | 10,951,894   | 11.60%            
|Atlantic Security Holding Corporation | 10,158,204   | 10.76%            
|AFP Unión Vida                        | 9,877,880    | 10.47%            
|AFP Horizonte                         | 8,930,882    | 9.46%             
|Capital Group International, Inc.(3)  | 6,781,700    | 7.19%             
|AFP Profuturo                         | 5,124,440    | 5.43%             

|(1) | As a percentage of issued and outstanding shares (including shares held by BCP, ASHC and PPS).                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Includes Common Shares directly or indirectly owned by Dionisio Romero and his family, including José Antonio Onrubia, or companies owned or controlled by them. Mr. Romero is
the Chairman and Chief Executive Officer of Credicorp; Mr. Onrubia was, until October 31,
2002, a Director of Credicorp. Messrs. Romero and Onrubia are first cousins.
|(3) | Capital Group International, Inc., a financial holding company owning investment
management companies, may be deemed the beneficial owner of these shares that are owned by its
subsidiary investment management companies.                                                                                                                          

As of June 30, 2003, the Romero family held 15.57% of Credicorps
Common Shares.

As of June 30, 2003,  79,747,392 Common Shares  (excluding
 14,634,925 shares held by BCP, ASHC and PPS) were  outstanding,  of which  approximately
 44% were held in the United States. As of such date, there were 67 record  holders of
Common Shares in the United States.  Because  certain of these Common Shares were held by
 brokers  or  other  nominees  and  due to the  impracticability  of  obtaining  accurate
 residence information  for all  shareholders,  the  number of holders  of record or
 registered  holders in the United States  is not  representative  of the  number of
 beneficial  holders  or of the  residence  of  beneficial holders.  Credicorp  is not
 directly or  indirectly  controlled  by another  corporation  or by any foreign
government.

(B)      Related Party Transactions

(i)      Credicorp

Under Bermuda law,  Credicorp is not subject to any  restrictions on
 transactions  with affiliates beyond those which are  applicable  to Bermuda  companies
 generally.  Credicorps  Bye-Laws  provide that a Director  may not vote in  respect  of
any  contract  or  proposed  contract  or  arrangement  in which such Director has an
interest or in which such  Director has a conflict of  interest.  Credicorp  has not
engaged in any transactions with related parties except through its subsidiaries.

(ii)     BCP

Certain  related  parties  of BCP (the BCP  related  parties)
 have been  involved,  directly  or indirectly,  in credit  transactions  with BCP. In
accordance with Law 26702,  BCP related parties  includes directors,  certain  principal
 executive  officers  and  holders of more than 4% of the shares of BCP,  and companies
 controlled  (for  purposes  of Law 26702) by any of them.  Under Law 26702,  all loans
to related parties  must be made on terms no more  favorable  than the best terms that
the bank  offers to the  public. Management  believes BCP to be in full compliance with
all related party  transaction  requirements  imposed by Law  26702.  For a  description
 of Law  26702 as it  relates  to BCP,  see Item 4.  Information  on the Company(B)
 Business  Overview11.  Supervision and  Regulation(ii)  BCP and Item 4.  Information
on the Company(B) Business Overview12.  Selected Statistical  Information(iii) Loan
 PortfolioConcentration  of Loan Portfolio and Lending Limits.

As of December 31,  2002,  loans and other  contingent  credits to
BCP related parties were US$77.8 million in the aggregate,  including  US$67.3 million in
outstanding  loans,  which comprised  approximately 1.5% of BCPs total loan portfolio.
 These loans and other  contingent  credits were ranked in the following risk categories
at December 31,  2002: Class A (normal credits)39.3%;  Class B (potential  problems)49.3%;
Class C (substandard)11.4%; Class D (doubtful)0%; and Class E (loss)0%.

At December 31,  2002, loans and other credits to employees of BCP
amounted to US$19.4 million,  of which US$14.9 million represented home mortgage loans.

In May 1998,  Credicorp completed a securitization by which Creditítulos
S.A.  (Creditítulos),  a wholly-owned  subsidiary  of  Credicorp  engaged  in
 securitization  activities  in Perú,  acquired  office buildings  from a related party
for US$10.2  million.  In February 1999,  Creditítulos  issued bonds against this
collateral which will be serviced with the expected lease income stream.

BCP purchases  certain  security  services from a company
 controlled by a BCP related party. As of December 31,  2002,  the total fees paid by BCP
thereto for security  services were S/.4.0  million  (US$1.1 million).  Such related
party  transactions  have been  conducted in the ordinary  course of business and on
terms no less favorable than could be obtained from unaffiliated third parties.

(iii)    ASHC

Certain  related  parties of ASHC (the ASHC  related  parties)
 have been  involved,  directly or indirectly,  in credit  transactions  with ASHC. The
term ASHC related  parties  includes other affiliated entities in which there exists
control or significant  influence  through  common  ownership,  management or
directorship.  As of December 31,  2002, loans and other credits  outstanding to ASHCs
related parties were US$26.6 million in the aggregate,  US$22.4 million of which were
loans  representing 13.8% of the total loan portfolio.  None of these loans and other
credits were classified as substandard or below.

Management  believes  that, in accordance  with ASHCs  policies,
 all loans and credits to related parties have been made on terms no more favorable than
the best terms that ASHC offers to the public.

(iv)     PPS

PPS provides insurance services to certain of its principal
shareholders, directors and officers, as permitted by Law 26702.  See Item 4.
Information on the Company(B) Business Overview11. Supervision and Regulation(iii) PPSRelated
Party Transactions.  In the case of related companies, entities controlled by
shareholders owning more than 4% of PPS or by members of PPSs Board of Directors,
insurance services are offered and sold on an arms-length basis.  PPS charges a market
price for these services.  As of December 31, 2002, insurance premiums to related
companies amounted to US$10.4 million.  These insurance premiums comprise approximately
4.3% of PPSs total premiums written during 2002.

PPS  purchases  security  services  from a company  controlled  by a
related  party of a principal  shareholder  of Credicorp. Service  payments  thereto
during 2002, were US$178,000.  All such related party  transactions are conducted on an
arms-length  basis, and PPS pays the market price for these services.

As of December 31,  2002, loans and other credits to employees of
PPS amounted to US$452,000,  of which a substantial majority represented home mortgage
loans.

(C)      Interests of Experts and Counsel

Not applicable.

ITEM 8.       FINANCIAL INFORMATION

(A)      Consolidated Statements and Other Financial Information

Consolidated Financial Statements

See Item 19.  Exhibits for a list of financial statements filed
under Item 18.

Legal Proceedings

Credicorp  and its  subsidiaries  are  involved  in  certain  legal
 proceedings  incidental  to the  normal  conduct of their businesses.  In addition,
 Credicorp is involved in certain legal  proceedings in connection with its acquisition
of Banco  Tequendama. See Item 4.  Information on the  Company(C)  Organizational
 Structure.  Credicorp  does not believe that any potential  liabilities resulting from
such proceedings  would have a material  adverse effect on the financial  condition or
results of operation of Credicorp or any of its subsidiaries.

Dividend Policy

Pursuant to Bermuda  law,  dividends  are payable out of  Credicorps
 retained  earnings  and  contributed  surplus  account, provided  Credicorp  would be
able to pay its liabilities as they become due and the realizable  value of Credicorps
 assets would not be less than the  aggregate  of its  liabilities  and  issued  share
 capital  and share  premium  accounts  after the  payment of such dividend.  Although
 there can be no assurance  that any dividends  will be paid or as to the amount of
dividends,  if any, to be paid, Credicorp  currently intends to declare and pay dividends
 annually and Credicorps  Board of Directors  currently expects to recommend to the
 shareholders an annual dividend no less than 25% of consolidated net profits.  However,
 the payment of dividends is subject to the discretion of the Board of Directors of
Credicorp and will depend upon general business  conditions,  the financial  performance
of Credicorp,  the  availability  of dividends from  Credicorps  subsidiaries  and
 restrictions  on their payment and other factors that Credicorps Board of Directors may
deem relevant.

Credicorp will rely almost  exclusively on dividends from its
 subsidiaries  for the payment of dividends to holders of Common Shares and for corporate
expenses,  and is able to cause its subsidiaries to declare dividends,  subject to
certain reserve and capital adequacy  requirements under applicable  banking and
insurance  regulations.  To the extent Credicorps  subsidiaries do not have funds
available or are otherwise  restricted from paying  dividends to Credicorp,  Credicorps
 ability to pay dividends on the Common Shares will be adversely  affected.  Currently,
 there are no  restrictions  on the ability of BCP, ASHC,  PPS, Banco  Tequendama or any
other Credicorp  subsidiary  to remit  dividends  abroad.  In addition,  BCP and PPS
intend to declare and pay  dividends in Nuevos Soles and Banco  Tequendama  intends to
declare  dividends in Colombian  Pesos,  whereas  Credicorp  intends to declare and pay
dividends in U.S. Dollars.  If the value of the Nuevo Sol or Colombian  Peso falls
relative to the U.S.  Dollar  between the date of declaration  and the date  of  payment
 of  dividends,  the  value  of  such  dividends  to  Credicorp  would  be  adversely
 affected.  See  Item  3.  Key Information(A) Selected Financial DataExchange Controls.

The following table shows cash and stock dividends paid by Credicorp
in the periods indicated:

|                        | Number of Shares | Cash      | Stock    
|----------------------- | ---------------- | --------- | ---------
|                        | Entitled         | Dividends | Dividends
|Year ended December 31, | to Dividends     | Per Share | Per Share
|1998                    | 85,801,738       | US$0.45   | 0.10     
|1999                    | 94,382,317       | US$0.20   | 0.00     
|2000                    | 94,382,317       | US$0.10   | 0.00     
|2001                    | 94,382,317       | US$0.10   | 0.00     
|2002                    | 94,382,317       | US$0.30   | 0.00     

On February 28, 2003,  the Board  declared a cash  dividend of
US$0.30 per Common Share held at the close of business on April 16, 2002, which was
distributed on April 30, 2003.

(B)      Significant Changes

Credicorps  Audit Committee  appointed  Medina,  Zaldívar,  Paredes
y Asociados,  a member firm of Ernst & Young, as external auditors  for a  five-year
 period  starting  in  2003,  in  replacement  of  Dongo-Soria,  Gaveglio  y  Asociados,
 a  member  firm of PricewaterhouseCoopers.  The Annual  Shareholder's  Meeting  of
 Credicorp  Ltd.,  held on March 28,  2003,  confirmed  this  decision. The change of
auditors was carried out pursuant to Credicorps  policy of changing its external  audit
firm every five years.  Prior to Credicorps  incorporation,  the same policy was applied
by BCP. Dongo-Soria,  Gaveglio y Asociados was responsible for external audits for a
six-year  period,  from 1997 to 2002.  The  five-year  policy  was not  applied in 2001
and  Dongo-Soria,  Gaveglio y  Asociadosappointment was extended an additional year
because of the difficulties  faced at that time by Arthur  Andersen,  of which firm
Medina, Zaldívar,  Paredes y Asociados was then a member.  Current SBS  regulations
 require  companies to change their senior audit team every five years but not their
auditing firm.

ITEM 9.       THE OFFER AND LISTING

(A)      Offer and Listing Details

Price History of Credicorps Stock

Credicorps  Common  Shares have been traded on the New York Stock
 Exchange  since  October 25, 1995 under the symbol  BAP.The Common  Shares  also
 trade on the Lima Stock  Exchange.  The Common  Shares are quoted in U.S.  Dollars on
both the New York Stock Exchange  and the Lima Stock  Exchange.  The table  below sets
forth,  for the periods  indicated,  the  reported  high and low closing prices and
average daily trading volume for the Common Shares on the New York Stock Exchange.

|                                |         |        | Average
|------------------------------- | ------- | ------ | -------
|                                |         |        | Daily  
|                                | High(1) | Low(1) | Volume 
|1998                            | $17.50  | $6.38  | 102,196
|1999                            | $13.06  | $7.63  | 79,084 
|2000                            | $12.75  | $5.50  | 111,526
|2001                            | $9.41   | $5.94  | 67,296 
|2002                            | $10.10  | $6.91  | 38,371 
|                               
|2001                           
|First quarter                   | $8.20   | $5.94  | 87,340 
|Second quarter                  | $9.05   | $7.22  | 69,921 
|Third quarter                   | $9.41   | $7.76  | 63,164 
|Fourth quarter                  | $9.20   | $7.80  | 49,038 
|2002                           
|First quarter                   | $10.10  | $8.60  | 40,899 
|Second quarter                  | $10.04  | $7.75  | 31,534 
|Third quarter                   | $7.76   | $6.91  | 46,911 
|Fourth quarter                  | $9.61   | $7.00  | 34,473 
|2003                           
|First quarter                   | $10.74  | $9.41  | 29,775 
|Second quarter (through June 9) | $10.48  | $9.35  | 52,423 
|____________________           

Source: Economatica

|(1) | The Common Share prices shown above have been adjusted retroactively to reflect stock dividends. Credicorp declared a stock
dividend on February 26, 1998 of 0.100 Common Shares for each Common Share held at the close of business on March 31, 1998.
Credicorp has not declared a stock dividend since 1998.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The table below sets forth,  for the periods  indicated,  the
reported  high and low closing  prices and average daily trading volume for the Common Shares
on the Lima Stock Exchange.

|                                         |         |        | Average
|---------------------------------------- | ------- | ------ | -------
|                                         |         |        | Daily  
|                                         | High(1) | Low(1) | Volume 
|1998                                     | $17.49  | $6.25  | 66,030 
|1999                                     | $12.85  | $7.67  | 57,543 
|2000                                     | $12.60  | $5.70  | 64,423 
|2001                                     | $9.40   | $5.90  | 41,302 
|2002                                     | $10.06  | $7.01  | 39,355 
|                                        
|2001                                    
|First quarter                            | $8.20   | $5.90  | 39,245 
|Second quarter                           | $9.00   | $7.18  | 33,055 
|Third quarter                            | $9.40   | $7.90  | 64,548 
|Fourth quarter                           | $9.25   | $7.80  | 28,680 
|2002                                    
|First quarter                            | $10.06  | $8.63  | 56,516 
|Second quarter                           | $10.00  | $7.80  | 22,707 
|Third quarter                            | $7.82   | $7.01  | 37,074 
|Fourth quarter                           | $9.68   | $7.12  | 41,913 
|2003                                    
|First quarter                            | $10.70  | $9.38  | 36,588 
|Second quarter (through June 9)          | $10.20  | $9.58  | 14,315 
|_____________________Source: Economatica

|(1) | The Common Share prices shown above have been adjusted retroactively to reflect stock dividends. Credicorp declared a stock
dividend on February 26, 1998 of 0.100 Common Shares for each Common Share held at the close of business on March 31, 1998.
Credicorp has not declared a stock dividend since 1998.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The table below sets forth,  for the indicated  months,  the
reported high and low closing prices for the Common Shares on the New York Stock Exchange.

|                                          | High   | Low   
|----------------------------------------- | ------ | ------
|2002                                      |        |       
|December                                  | $9.61  | $9.01 
|2003                                     
|January                                   | $10.25 | $9.41 
|February                                  | $10.74 | $10.25
|March                                     | $10.45 | $9.62 
|April                                     | $10.48 | $9.35 
|May                                       | $10.15 | $9.50 
|June (through June 9)                     | $10.14 | $10.08
|_____________________Source:  Economatica

The table below sets forth, for the indicated  months,  the reported
high and low closing prices for the  Common Shares on the Lima Stock Exchange.

|                                         | High   | Low   
|---------------------------------------- | ------ | ------
|2002                                     |        |       
|December                                 | $9.68  | $9.05 
|                                        
|2003                                    
|January                                  | $10.25 | $9.38 
|February                                 | $10.70 | $10.15
|March                                    | $10.00 | $9.71 
|April                                    | $10.50 | $9.41 
|May                                      | $10.20 | $9.58 
|June (through June 9)                    | $10.12 | $10.03
|_____________________Source: Economatica

On June 9, 2003,  the last sale price of the Common Shares on the
New York Stock  Exchange was US$10.12 per share.  On June 9, 2003, the closing price of
the Common Shares on the Lima Stock Exchange was US$10.05.

(B)     Plan of Distribution

Not applicable.

(C)      Markets

The Lima Stock Exchange

(i)      Trading

As of  December  2002,  there were 236  companies  listed on the
Bolsa de Valores de Lima (Lima Stock  Exchange),  Perús only securities  exchange,
 which was  established in 1970.  Trading on the Lima Stock  Exchange is primarily done
on an electronic  trading system that became  operational in August 1995.  Trading hours
are Monday through  Friday as follows:  9:00 a.m.9:30 a.m.  (pre-market ordering);  9:30 a.m.1:30 p.m.
 (trading);  and,  1:30 p.m.2:00 p.m. (after market sales). Equity securities may also
be traded in an open  outcry  auction  floor  session,  which was the  exclusive  method
of trading  equity  securities  prior to the  introduction  of electronic trading.
 Nearly 100% of transactions currently take place on the electronic system.

Transactions  during both open outcry and  electronic  sessions  are
executed  through  brokerage  firms and stock  brokers on behalf of their clients.
 Brokers  submit their orders in strict  accordance  with written  instructions,
 following the  chronological order of the  receipt.  The  orders  specify  the type of
 security  ordered  or  offered,  the  amounts,  and the price of the sale or purchase,
as the case may be.  In general, share prices are permitted to increase or decrease up to
10% within a single trading day.

The Peruvian stock market  capitalization  increased,  in U.S.
Dollar terms,  93.3%,  60.5%,  43.4%, 18.3%, and 25.6% in 1993, 1994, 1995,  1996, and
1997,  respectively,  decreased 36.5% during 1998, but grew 21.5% in 1999,  declined
21.6% during 2000, but grew 3.3% in 2001 and a further 15.9% in 2002.  Volume in the
Peruvian  market is highly  concentrated,  with the ten most  actively  traded companies
 representing  74.0% of total traded value of equity  securities  during 2002. Total
traded volume has increased from US$1.98 billion in 1993 to US$4.05  billion in 1994, to
US$5.28  billion in 1995, to US$8.49  billion in 1996, to US$12.1  billion in 1997, but
decreased to US$7.7  billion in 1998, to US$4.7  billion in 1999, to US$3.6  billion in
2000, to US$3.4 billion in 2001, and further to US$2.9 billion in 2002.  Average daily
traded volume  increased from US$3.0 million in late 1992 to US$48.3  million during
1997,  then declined to US$31.3  million in 1998, to US$18.9  million in 1999, to US$14.4
 million in 2000, to US$13.8 million in 2001, and further to US$11.7 million for the year
ended December 31, 2002.

The Indice General de la Bolsa de Valores de Lima (the General Index
of the Lima Stock  Exchange  (IGBVL),  after  increasing, in U.S. Dollar terms, 88.7% in
1993,  increased 50.5% in 1994,  decreased 17.3% in 1995,  increased 2.84% in 1996,
 increased 18.86% in 1997, decreased 33.9% in 1998, increased 23.3% in 1999, decreased
34.2% in 2000, but increased 0.2% in 2001 and again 16.3% in 2002.

(ii)     Market Regulation

As of December  1996,  a new Peruvian  securities  law,  Legislative
 Decree 861 (the  Securities  Market  Law),  superseded Legislative  Decree 755, which
had been in effect since November 1991. The rapid development and  internationalization
 of the Peruvian economy  brought  about the need to  modernize  Perús old  securities
 law.  The  Securities  Market Law  addresses  such  matters as: transparency and
disclosure;  takeovers and corporate actions;  capital market  instruments and
operations;  the securities markets and broker-dealers; and risk rating agencies.

CONASEV,  a public entity  reporting to Perús Ministry of Economy
and Finance (MEF),  was given  additional  responsibilities relating to the supervision,
 regulation,  and development of the securities market, while a self-regulatory status
was established for the Lima Stock Exchange and its member firms.  Additionally,  a
unified system of guarantees and capital  requirements  was established for the Lima
Stock Exchange and its member firms.

CONASEV is governed by a  nine-member  board  appointed by the
 government.  CONASEV has broad  regulatory  powers,  including supervision of all
companies  incorporated  in Perú as well as Peruvian  branches or agencies of foreign
 corporations,  the process of admission  of  members  to the Lima  Stock  Exchange,  the
 authorization  for the  creation  of  exchanges,  and the  approval  of the registration
 of  offerings  of  securities.  CONASEV  supervises  the  securities  markets and the
 dissemination  of  information  to investors.  It also  governs the  operations  of the
Public  Registry of  Securities  and  Brokers,  regulates  mutual  funds and their
management  companies,  monitors  compliance  with  accounting  regulations  by
 companies  under its  supervision  and the accuracy of financial  statements,  and
 registers and  supervises  auditors  providing  accounting  services to those  companies
 under  CONASEVs supervision.  On August 22,  1995,  CONASEV  approved  regulations
 governing  the public  offering of  securities  in Perú by entities organized outside of
Perú and, for the first time,  authorized  foreign  companies to be listed on the Lima
Stock Exchange.  On October 25, 1995,  Credicorp became the first non-Peruvian  company
to list its shares on the Lima Stock Exchange.  See Item 4. Information on the Company(B) Business
Overview11. Supervision and Regulation.

Pursuant to the  Securities  Market Law, a guarantee  fund must be
 maintained  by the Lima Stock  Exchange  and funded by its member firms.  The actual
 contributions  to be made by the 21 member firms of the Lima Stock  Exchange are based
on volume traded over the exchange.  At present,  the fund has approximately S/.20
million (US$5.7 million),  which exceeds the target set by the regulations based on the
exchanges  total traded volume.  In addition to the guarantee fund managed by the Lima
Stock  Exchange,  each member firm is  required to  maintain a  guarantee  for
 operations  carried  outside  the  exchange in favor of CONASEV.  The manner in which
such guarantees are generally established is through stand-by letters of credit issued by
local banks.

(D)      Selling Shareholders

Not applicable.

(E)      Dilution

Not applicable.

(F)      Expenses of the issue

Not applicable.

ITEM 10.      ADDITIONAL INFORMATION

(A)      Share Capital

Not Applicable

(B)      Memorandum and Articles of Association

The Memorandum of Association  of Credicorp  provides that the
principal  objectives of the Company are to act and perform all the functions of a
holding company,  to coordinate the policy and  administration of any subsidiary or
subsidiaries,  regardless of the place of  incorporation,  and to carry on the  business
 of an  investment  company,  and as such,  acquire and hold in the name of the Company,
shares, stock, bonds, debentures and other securities issued or guaranteed by any company.

Board Proceedings

The Board of Directors is responsible  for managing and conducting
the business of Credicorp,  and may meet in Bermuda or such other place as the Chairman
may from time to time determine.  It consists of six persons,  elected at the Annual
General  ShareholdersMeeting  for  three-year  terms.  It is not  necessary  to be a
 shareholder  to be  elected  a  Director  of  Credicorp.  See Item 6. Directors, Senior
Managers and Employees(C) Board Practices.

The  Directorship  shall be vacated if the  Director:  (i) is
removed from office  pursuant to the Bye-laws or by  prohibition stated in law; (ii) is
or becomes  bankrupt or makes any  arrangement or composition  with his or her creditors
 generally;  (ii) is or becomes of unsound  mind or dies;  or (iv)  resigns by written
 notice.  No Director  is  required  to retire by reason of age,  nor do special
formalities apply to the appointment of any Director who is over any age limit.

Quorum  necessary  for the  transaction  of business at a Board
 meeting is a majority of the  Directors of the  Company.  The Board may act
 notwithstanding  any vacancy,  but if and so long as the number of  Directors  is
reduced  below the number fixed as the necessary  quorum,  the continuing  Directors may
act only to (i) summon a general  meeting;  or (ii) preserve  Credicorps  assets.  A
Director may not vote in respect of a contract or proposed  contract or  arrangement in
which such Director is interested or with which such Director has a conflict of interest.

As permitted by the Bye-laws and the Companies Act 1981 of Bermuda,
 as amended (the Companies  Act), the Board may exercise all of the powers of Credicorp
to borrow money and mortgage or charge its  undertaking,  property and uncalled  capital,
 and may issue debentures,  debenture  stock or any other  securities.  It may also
exercise all powers of Credicorp to purchase any or all of its own shares (in accordance
with the Companies Act) and to discontinue Credicorp to a jurisdiction outside Bermuda.

The Board may fix any record date for  determining:  (i) the
 shareholders  entitled  to receive  notice of and to vote at any general meeting;  and
(ii) the shareholders  entitled to receive any dividend,  distribution,  allotment or
issue, and such record date may not be more than thirty days before the date on which
such dividend, distribution, allotment or issue is declared, paid, or made.

The  remuneration,  if any, of the Directors shall be determined by
a majority vote at the annual general  meeting,  and shall accrue on a daily basis.
 Directors may also be paid all travel and hotel expenses  incurred by them while
attending  Board,  committee or shareholder meetings or in connection with the Companys
business or their duties as Directors generally.

General Meetings

An Annual  General  Meeting  of  Credicorp  must be held each year
to:  (i)  consider  and adopt the  report of  auditors  and financial  statements for the
year ended on December 31; (ii) elect Directors;  (iii) consider fees payable to the
Directors;  and (iv) appoint  auditors.  Special general  meetings will be held to
consider any other matters  different from those considered in the annual general
 meeting.  Annual and special  general  meetings may be held in Bermuda or in any other
 location as may be  determined  by the Chairman.

At least fourteen days notice of an Annual General  Meeting,  and
at least ten days notice in the case of a special  general meeting shall be given to
each  shareholder,  stating the date, time and place at which the meeting will take
place,  and to the extent practicable,  the general  nature of the business to be
considered at the meeting.  Shareholders  entitled to attend a general  meeting may
designate a proxy to attend the meeting and vote their shares.  Such proxy does not need
to be a shareholder of Credicorp.

At any general  meeting,  two persons  present in person and
 representing in person or by proxy in excess of 50% of the total issued voting  shares
shall form a quorum for the meeting.  However,  if within half an hour from the time
 appointed for the meeting a quorum is not present,  the meeting  will adjourn to the
same day one week later,  at which  meeting the persons  attending,  either in person or
by proxy, shall form a quorum.

Subject to the provisions of the Bye-laws,  all questions  proposed
for consideration of the shareholders  shall be decided by the  affirmative  votes of a
majority of votes cast in  accordance  with the  Bye-laws,  and in the case of an
 equality of votes,  the resolution shall fail.

Shareholders Rights

The share  capital of Credicorp is divided  into a single  class of
Common  Shares,  the holders of which are entitled to: (i) one vote per share;  (ii) such
dividends as the Board may from time to time declare;  (iii) the surplus assets of
Credicorp in the case of liquidation, dissolution, winding-up, reorganization or
otherwise; and (iv) generally, all of the rights attached to shares.

In accordance  with the Bye-laws and the  Companies  Act, the Board
may declare a dividend to be paid to the  shareholders  in proportion  to the number of
shares held by them. It may also declare and make such other  distributions  (in cash or
in specie) to the shareholders  as may be lawfully made out of  Credicorps  assets.  The
Board may,  before  declaring  dividends,  set aside out of the surplus  or  profits  of
the  Company  such sums as it thinks  proper as a reserve  to be used to meet
 contingencies,  for  equalizing dividends, or for any other special purpose.

Any  dividends  declared  by the Board may be paid in cash or wholly
or partly in specie,  in which case the Board may fix the value for  distribution in
specie of any assets.  Unclaimed  dividends shall not earn interest,  and those that
remain  unclaimed three years after they were declared shall revert to the Company and no
shareholder shall have any rights to such dividends.

Any  shareholder  may  transfer  his  shares  to third  parties
 without  the need for the  consent  of the  Bermuda  Monetary Authority.  The
 transferor of shares shall be deemed to remain the holder of the shares until the
transfer has been  registered in the Register of Shareholders.

There is no  limitation  as to the  ownership  of shares by  foreign
 or  non-Bermuda-resident  shareholders,  and there is no applicable ownership threshold
above which shareholder ownership must be disclosed.

If any shareholder  fails to pay, on the day appointed for the
payment  thereof,  any call in respect of unpaid or partly paid shares  held by such
 shareholder,  the  Board may at any time as the call  remains  unpaid,  direct  the
 Secretary  to  forward  such shareholder a notice demanding  payment.  However,
 Credicorp may accept from any shareholder the whole or part of the amount remaining
unpaid on a share, although no part of that amount has been called.

Credicorp  currently has only one class of shares,  but if any new
class of shares were to be created, a resolution to approve such creation would need to
be approved by a resolution of the Board and a resolution of the  shareholders  passed at
a General Meeting by a majority  of the votes cast in  accordance  with the  provisions
 of the  Bye-laws.  Any change in the rights of the  holders of a specific class of
shares must be made in accordance  with the applicable  provisions of the Companies Act,
which state that they may be varied with the consent in writing of the  holders of
 three-fourths  of the issued  shares of that  class,  or with the  sanction of a
resolution passed at a separate general meeting of the holders of the shares of such
class.

(C)      Material Contracts

As of the date hereof, there are no material contracts entered into
by Credicorp.

(D)      Exchange Controls

Credicorp has been designated as a non-resident for Bermuda exchange
control  purposes,  and as such there are no restrictions on its ability to transfer
 non-Bermuda  funds in and out of Bermuda or to pay dividends to United States  residents
who are holders of Common Shares.

As Credicorp  relies  almost  exclusively  on dividends  from BCP,
 ASHC,  PPS and its other  subsidiaries  for the payment of dividends to holders of
Common  Shares and  corporate  expenses,  to the extent these  subsidiaries  are
 restricted by law from paying dividends to Credicorp, Credicorps ability to pay
dividends on the Common Shares will be adversely affected.

In addition,  Credicorp  presents its  financial  statements  and
pays  dividends in U.S.  Dollars.  BCP and PPS prepare their financial  statements  and
pay dividends in Nuevos Soles.  The Peruvian  currency has been devalued  numerous times
during the past two decades.  If the value of the Nuevo Sol falls relative to the U.S.
 Dollar  between the date of declaration  and the date of payment of dividends, the value
of such dividends to Credicorp would be adversely affected.

Although substantially all of the customers of BCP, ASHC and PPS are
located in Perú, as of December 31,  2002,  approximately 84.8% of BCPs loan  portfolio,
 100% of ASHCs  loan  portfolio  and 74.1% of PPSs  premiums  were  denominated  in
U.S.  Dollars.  A devaluation  of the Nuevo Sol would  therefore  have the effect of
 increasing  the cost to the  borrower or insured of repaying  these loans or making
 premium  payments,  in Nuevo Sol terms,  which is the  currency in which most of the
 customers  of BCP,  ASHC and PPS generate revenues.  As a result, a devaluation could
lead to increased nonperforming loans or unpaid premiums.

Among the  economic  circumstances  that could  lead to a
 devaluation  would be a decline in  Peruvian  foreign  reserves  to inadequate  levels.
 Although the current  level of Perús  foreign  reserves  compares  favorably  with
those of other Latin  American countries,  there can be no  assurance  that Perú will be
able to maintain  adequate  foreign  reserves  to meet its  foreign  currency denominated
 obligations,  or that Perú will not devalue its currency should its foreign reserves
decline.  See Item 4. Information on the Company(B) Business Overview9. Peruvian
Government and Economy.

Since  March 1991,  there have been no exchange  controls  in Perú and
all  foreign  exchange  transactions  are based on free market exchange rates.  Prior to
March 1991, the Peruvian  foreign  exchange market  consisted of several  alternative
 exchange rates. Additionally,  during the last two decades,  the Peruvian currency has
experienced a significant  number of large devaluations and Perúhas consequently adopted
and operated under various exchange rate control practices and exchange rate
determination  policies,  ranging from strict control over exchange rates to
 market-determination  of rates.  Current Peruvian  regulations on foreign  investment
allow the foreign  holders of equity shares of Peruvian  companies to receive and
repatriate  100% of the cash  dividends  distributed by the company.  Such  investors are
allowed to purchase  foreign  exchange at free market  exchange  rates through any member
of the Peruvian banking system.

(E)      Taxation

Credicorp is subject to Bermuda taxation,  but there is no income or
profits tax,  withholding tax, capital gains tax, capital transfer tax, estate duty or
inheritance tax payable by Credicorp or its shareholders  other than by shareholders
 ordinarily  resident in Bermuda.  Credicorp  is not subject to stamp or other  similar
 duty on the issue,  transfer or  redemption  of its shares of common stock.  Likewise,
 there are no withholding taxes in Bermuda  applicable to any  distributions to be made
by the Company.  See Item 5. Operating and Financial Review and Prospects(A) Operating
Results2. Historical Discussion and AnalysisIncome Taxes.

Credicorp has obtained  from the Minister of Finance of Bermuda
under the Exempted  Undertakings  Tax  Protection  Act 1966 an assurance that, in the
event of the enactment in Bermuda of any  legislation  imposing tax computed on profits
or income or computed on any  capital  assets,  gains or  appreciation  or any tax in the
 nature  of  estate  duty or  inheritance  tax,  such tax shall not be applicable to
Credicorp,  its operations,  shares,  debentures or other  obligations  until March 28,
2016,  except insofar as such tax applies to persons  ordinarily  resident in Bermuda and
holding such shares,  debentures or other  obligations of Credicorp or any real property
or leasehold interests in Bermuda owned by Credicorp.

As an exempted  company,  Credicorp is liable to pay in Bermuda a
registration fee based upon its authorized share capital and the premium on its issued
shares of common stock at a rate not exceeding $27,825 per annum.

(F)      Dividends and Paying Agents

Not applicable.

(G)      Statement by Experts

Not applicable.

(H)      Documents on Display

The documents referred to in this Annual Report are available for
inspection at the Registered Office of the Company.

(I)      Subsidiary Information

Not applicable.

ITEM 11.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Market Risk

Credicorp  has specific risk  management  policies and  procedures
 that  structure  and  delineate  exposures to market risk, liquidity and credit risks.
 Market risk is the risk of loss to future earnings,  to fair values,  or to future cash
flows arising from adverse changes in market rates and prices,  such as interest rates,
 foreign  currency  exchange rates,  commodity  prices,  and other relevant  market  or
 price  changes.  Market  risk is  attributed  to all  market  risk  sensitive  financial
 instruments,  including securities,  loans,  deposits,  borrowings,  as well as
derivative  instruments.  The  objective of market risk  management is to avoid excessive
exposure of earnings and equity to loss and to reduce the volatility inherent in
financial instruments.

Credicorps  primary  market risk  exposure is that to interest
 rates as the net  interest  income is affected  primarily  by interest rate  volatility,
 and, to a lesser  extent,  to foreign  currency  exchange  risk.  The management of
interest rate risk must incorporate  the  differences  between Nuevos Soles and Foreign
 Currency-based  interest-sensitive  assets and  liabilities.  With the exception of
foreign currency forward  contracts and a limited number of interest rate hedging
 instruments,  Credicorp has not entered into  derivative  instrument  contracts.
 Credicorps  policy has been to hedge  substantially  all of the exchange risk of its
forward contracts.

Asset and Liability Management

Credicorps  exposure to market risk is a function  of its Asset and
 Liability  Management  (ALM)  activities,  its trading activities for its own account,
 and its role as a financial  intermediary  in  customer-related  transactions.  Credicorps
ALM policy seeks to ensure sufficient liquidity to meet operational funding
 requirements,  as well as to supervise,  measure and control interest rate risks,
 exchange  risks,  and market  risks on  securities  trading  positions.  Credicorp is in
the process of  implementing  new company-wide computer  applications,  such as the
Value-at-Risk (VaR) methodology,  for the ALM tasks which will improve risk control and
further help in the process of integrating the operations being performed by its
subsidiaries.

At BCP, decisions  regarding  management of liquidity,  interest
rate policy,  foreign exchange position and other significant ALM matters are made by the
Market Risk  Committee  which  consists of a member of the Board of  Directors,  the
General  Manager,  the Executive Vice President,  Credicorps Senior Vice President,
 Insurance,  two Central Managers,  six Division Managers and the Head of the Market Risk
Unit.  The  Committee  meets  monthly.  Day-to-day  ALM  decisions  are made by the
Central  Manager of Finance and the Treasury  Department  and  reviewed in the weekly
 senior  management  meeting.  The Market Risk Unit is in charge of the  measurement,
control  and  follow-up  of all  positions  that  involve  market risk  exposure.  At
ASHC,  decisions  regarding  asset and  liability management  are made by the President
and Senior Vice  President,  Manager of Operations  and  Administration  and the Chief
 Financial Officer.

Credicorp  uses a variety of tools to measure  market risks  arising
from  changes in the price of financial  instruments  and securities  prices.
 Non-statistical  methods to measure  market risks  include:  position  limits for each
trading  activity and their allowable  risk  (Stop-loss),  daily marking of all
positions to market,  daily profit and loss  statements,  position  reports,  and
independent  verification of all inventory pricing.  The statistical  estimation of
potential losses under adverse market conditions is considered  an  important  tool in
the market risk  measurement  at  Credicorp,  and for that purpose the VaR  methodology
 is used for certain market risks in its parametric  version at a 99% confidence level.
 Testing  exercises are performed  periodically by which VaR estimates are compared with
actual results.

BCP prefers two  methodologies  for  measurement  of risk due to
price  fluctuations:  Interest Rate Gap and VaR. The Interest Rate Gap  approach
 measures on a monthly  basis the  exposure of the  financial  margin to changes in
 interest  rates.  This has been complemented by Earnings at Risk (EAR) analysis which
measures the impact of interest rates changes on the net interest  margin,  and the
Duration  Gap,  which  measures the impact on market  values of assets and  liabilities
 in the face of changes in market  interest rates.

The VaR measure is applied to  products  managed by the  Capital
 Markets  Division  that are  affected  by price  risk.  This methodology is applied to:
(i) the foreign currency  positions (spot and forward foreign currency  contracts),
 (ii) the securities portfolio (fixed income, equities and government bonds), and (iii)
money market instruments (certificates and overnight deposits).

Additionally,  the risk analysis of the investment  portfolio is
 complemented by various  indicators  including the Degree of Portfolio  Diversification,
 which  measures the  concentration  of  investments  taking into account their risk
factors,  and VaR as a percentage of the  investment,  which measures the risk level
assumed in a specific  segment of the  portfolio.  BCP maintains a Degree of Portfolio
 Diversification  of 57% and a ratio of VaR over total  portfolio of 0.34%.  BCP has
 established VaR limits and stop-loss limits  alerts as a function  of the maximum
 potential  losses in  unfavorable  market  scenarios  that it is willing to assume in
the portfolio of each type of security.

BCPs  Market Risk Unit issues on a daily  basis to the  Treasurer
 and  trading  managers  and weekly to the Chief  Financial Officer,  reports on
positions,  profits and losses,  VaR results,  as well as a series of alerts that have
been incorporated using VaR estimates.  The Market Risk Committee is provided reports on
a monthly basis.  Credicorp  believes that these procedures,  which stress timely
communication between the Market Risk Unit and senior management, are important elements
of the risk management process.

The following  table shows the  maturities of  Credicorps
 marketable  investment  securities by type at  December 31,  2002. See Item 4.
Information on the Company(B) Business Overview12. Selected Statistical Information(ii)
Investment Portfolio:

|                                        |                                                 | After 3     |             |            
|--------------------------------------- | ----------------------------------------------- | ----------- | ----------- | -----------
|                                        |                                                 | months      |             |            
|                                        | Within                                          | but within  |             | Fair       
|                                        | 3 months                                        | 1 year      | Total       | Value      
|                                        | (U.S. Dollars in thousands, except percentages)
|Nuevo Sol-denominated:                  |                                                 |             |             |            
|Equity securities                       | US$ 4,853                                       | US$ 9,706   | US$ 14,559  | US$ 14,559 
|Bonds and debentures                    | 14,677                                          | 44,029      | 58,706      | 58,706     
|Peruvian Central Bank certificate notes | 184,033                                         | 0           | 184,033     | 184,033    
|Other investments                       | 14,380                                          | 25,885      | 40,265      | 40,265     
|Total Nuevo Sol-denominated             | US$ 217,943                                     | US$ 79,620  | US$ 297,563 | US$ 297,563
|Foreign Currency-denominated:          
|Equity securities                       | US$ 569                                         | US$ 0       | US$ 569     | US$ 569    
|Bonds                                   | 74,941                                          | 117,215     | 192,156     | 192,156    
|Investment in Peruvian debt             | 0                                               | 0           | 0           | 0          
|Other investments                       | 0                                               | 114,816     | 114,816     | 114,816    
|Total Foreign Currency-denominated      | US$ 75,510                                      | US$ 232,031 | US$ 307,541 | US$ 307,541
|Total securities holdings:              | US$ 293,453                                     | US$ 311,651 | US$ 605,104 | US$ 605,104

Since  2001,  Credicorp  applies  IAS  39  Financial  Instruments:
  Recognition  and  Measurement.  IAS  39  requires  that investments be carried at
market value,  which is similar to their fair values (see Note 2(h) to the Credicorp
 Consolidated  Financial Statements).

The foreign  currency-denominated  other  investments,  US$114.8
 million,  are  principally  composed  of US$49.8  million of securities  issued by
central  banks other than the Peruvian  Central Bank,  US$36.1  million of shares in
various  mutual  funds,  and US$13.5 million of certificate notes and commercial paper of
other financial institutions.

Given the relatively  higher  volatility of Nuevo  Sol-denominated
 interest  rates  compared to foreign  currency-denominated rates, maturities of Nuevo
Sol-denominated  securities are essentially of shorter term than foreign
 currency-denominated  investments. Peruvian  Central Bank  certificate  notes have an
important  share in the  portfolio  mostly  because they are actively  traded in the
secondary capital markets, which facilitates the management of their position.

The following  table shows the  maturities of Credicorps  available
for sale  investment  securities by type at  December 31, 2002. See Item 4. Information
on the Company(B) Business Overview12. Selected Statistical Information(ii) Investment
Portfolio:

|                                    |                             |              | Maturing    |             |             |            
|----------------------------------- | --------------------------- | ------------ | ----------- | ----------- | ----------- | -----------
|                                    |                             |              | After 5     |             |             |            
|                                    |                             | After 1 year | years       |             |             |            
|                                    | Within                      | But within   | But within  | After 10    |             | Fair       
|                                    | 1 year                      | 5 years      | 10 years    | years       | Total       | Value      
|                                    | (U.S. Dollars in thousands)
|Nuevo Sol-denominated:              |                             |              |             |             |             |            
|Equity securities                   | US$ 18,750                  | US$ 0        | US$ 0       | US$ 0       | US$ 18,750  | US$ 18,750 
|Bonds and debentures                | 0                           | 46,842       | 10,610      | 0           | 57,452      | 57,452     
|Peruvian Central Bank certif. notes | 0                           | 0            | 0           | 0           | 0           | 0          
|Other investments                   | 0                           | 7,200        | 520         | 900         | 8,620       | 8,620      
|Total Nuevo Sol-denominated         | US$ 18,750                  | US$ 54,042   | US$ 11,130  | US$ 900     | US$ 84,822  | US$ 84,822 
|Foreign Currency-denominated:      
|Equity securities                   | US$ 19,833                  | US$ 4,904    | US$ 14,570  | US$ 41,067  | US$ 80,374  | US$ 80,374 
|Bonds                               | 26,532                      | 120,866      | 75,669      | 46,461      | 269,528     | 269,528    
|Investment in Peruvian debt         | 250                         | 488          | 16,632      | 26,802      | 44,172      | 44,172     
|Other investments                   | 62,653                      | 46,598       | 10,548      | 36,589      | 156,388     | 156,388    
|Total Foreign Currency-denominated  | US$ 109,268                 | US$ 172,856  | US$ 117,419 | US$ 150,919 | US$ 550,462 | US$ 550,462
|Total securities holdings           | US$ 128,018                 | US$ 226,898  | US$ 128,549 | US$ 151,819 | US$ 635,284 | US$ 635,284

Interest Rate Risk Management

A key component of Credicorps  asset and liability  management
 policy is the management of adverse  changes in earnings as a result of changes in
interest  rates.  The  management  of interest  rate risk relates to the timing and
 magnitude of the repricing of assets compared to liabilities and attempts to control of
risks  associated  with movements in interest  rates.  Credicorp  hedges some of its
interest  rate risk through the use of interest rate  derivative  contracts.  As part of
the  management of interest rate risks, BCPs Market Risk Committee may direct changes in
the composition of the balance sheet.

One method of measuring  interest rate risk is by measuring the
impact of interest rate changes over the financial  margin, or the interest rate
 sensitivity  gap.  Interest rate  sensitivity is the  relationship  between  market
 interest rates and net interest income due to the maturity or repricing  characteristics
of interest-earning  assets and  interest-bearing  liabilities.  For any given period,
 the pricing  structure is matched when an equal amount of such assets and  liabilities
 mature or reprice in that period.  Any mismatch of  interest-earning  assets and
 interest-bearing  liabilities is known as a gap position.  A negative gap denotes
 liability sensitivity  and  normally  means that a decrease  in interest  rates would
have a positive  effect on net  interest  income,  while an increase in interest rates
would have a negative  effect on net interest  income.  The financial  margin  exposure
is usually  analyzed for a period limited to a 12-month horizon.

A second  measure  of  interest  rate risk  extends  the  period of
 analysis,  considering  expected  durations  of  interest rate-sensitive assets and
liabilities, to determine variations in their economic value due to interest rates
changes.

The  following  table  reflects,  according to maturity  and by
currency,  the  interest-earning  assets and  interest-bearing liabilities of Credicorp
as of December 31, 2002, and may not be  representative  of positions at other times. In
addition,  variations in interest  rate  sensitivity  may arise  within the  repricing
 periods  presented or among the  currencies  in which  interest  rate positions are
held.  Credicorp  actively  monitors and manages its interest rate sensitivity and has
the ability to reprice  relatively promptly both its interest-earning  assets and
 interest-bearing  liabilities.  On the basis of its gap position at December 31,  2002,
Credicorp  believes  that a  significant  increase or decrease in interest  rates would
not  reasonably  be expected to have a material effect on Credicorps financial condition
or results of operations.

|                                         | Earliest Repricing Interval at December 31, 2002
|---------------------------------------- | ------------------------------------------------
|                                         | Overnight                                       
|                                         | to                                              
|                                         | 3 months                                        
|                                         | (U.S. Dollars in thousands, except percentages) 
|Nuevo Sol-denominated:                   |                                                 
|Assets:                                 
|Loans, net                               | 377,950                                         
|Investment securities                    | 92,869                                          
|Deposits in other banks.                 | 96,285                                          
|Total                                    | 567,104                                         
|Liabilities:                            
|Demand and saving deposits(1)            | 499,886                                         
|Time deposits                            | 307,321                                         
|Interbank deposits received              | 5,692                                           
|Bonds and other liabilities              | 30,022                                          
|Total                                    | 842,921                                         
|Interest Sensitivity gap                 | (275,817)                                       
|Cumulative interest sensitivity gap      | (275,817)                                       
|Cumul Cumulative interest-earning assets | 567,104                                         
|Cumulative interest sensitivity gap      | -48.64%                                         
|Foreign Currency-denominated:           
|Assets:                                 
|Loans, net                               | 2,010,837                                       
|Investment securities                    | 74,722                                          
|Deposits in other banks, and            
|Other instruments                        | 1,373,269                                       
|Total                                    | 3,458,828                                       
|Liabilities:                            
|Demand and saving deposits(1)            | 1,835,976                                       
|Time deposits                            | 1,540,346                                       
|Interbank deposits received and         
|Borrowings                               | 149,678                                         
|Bonds and mortgage notes                 | 100,420                                         
|Total                                    | 3,626,420                                       
|Interest sensitivity gap                 | (167,592)                                       
|Cumulative interest sensitivity gap      | (167,592)                                       
|Cumulative interest-earning assets       | 3,458,828                                       
|Cumulative interest sensitivity gap      | -4.85%                                          
|                                        
|Total interest sensitivity gap           | (443,409)                                       
|Cumulative interest sensitivity gap      | (443,409)                                       
|Total interest-earning assets            | 4,025,932                                       
|Cumulative interest-earning assets       | 4,025,932                                       
|Cumulative interest sensitivity gap     
|as a percentage of cumulative           
|interest earning assets                  | -11.01%                                         

|______________________________
|------------------------------
|(1)                           

In addition to the static gap position,  BCP employs a simulation
 analysis to measure the degree of short term interest risk. Sensitivity  analysis is
performed to express the potential  gains or losses in future  earnings  resulting from
selected  hypothetical changes in interest  rates.  Sensitivity  models are calculated on
a monthly basis using both actual balance sheet figures  detailed by maturity  repricing
 interval and interest  yields or costs.  Simulations  are run using various  interest
rate  scenarios to determine potential changes to future earnings.

The forward  looking  simulation  results of Credicorp  reflect
changes between a most likely to occur interest rate base case scenario and a stress test
applied to interest  earning  assets and  liabilities  as of December 31, 2002.  Interest
rate scenarios are separately  devised for U.S.  Dollar and Nuevos  Soles-denominated
 rates.  As of December  31, 2002,  Credicorp  had a very short term cumulative  negative
gap with US$167.6 million more  liabilities  than assets  repricing  within three months.
 This amounts to 4.8% of cumulative  interest  earning assets,  which changes to a
positive  cumulative gap with US$159.2  million more assets than  liabilities repricing
within one year, or 0.2% of cumulative interest earning assets.

The base case  scenario  for the U.S.  Dollar-denominated  rates,
 concerns  the adverse  case of an increase of one  standard deviation,  equivalent to
100 basis points in U.S.  Dollar rates,  through  year-end  2003. A stress test with a
more adverse  interest rate  scenario  is also  simulated  in which U.S.  Dollar  rates
are assumed  for the sake of this test to  immediately  increase up to approximately  120
basis points  higher than the base case rates,  which  corresponds  to a 22% change in
the annual rate,  the highest annual  change in the last two years.  The Nuevos
 Soles-denominated  interest  rate  behavior was modeled as increases of one standard
deviation,  equivalent to 100 basis points.  As in the U.S.  Dollar interest rate case,
an adverse  "shock"  scenario was  constructed, immediately  changing rates at all
repricing  intervals,  increasing  rates by 25%,  representing the highest annual change
in the past two years.

The base case scenario shows an impact of these adverse  variations
 resulting,  for the next twelve months,  in a decrease of pre-tax net interest  income
of  approximately  US$2.0  million,  or 0.8% of net interest income in 2002. On the other
hand, the stress test resulted in a total pre-tax net interest  income  reduction of
 approximately  US$5.4  million,  or 2.1% of year 2002 net interest income.

Gap simulation analysis has several  shortcomings,  one of which is
its static nature, that is, it does not consider ongoing loan and deposit activity,
 and another of which is the inadequate  treatment of individually  negotiated loan and
deposit rates, as in prime client  cases,  or the finer  breakdown  of rates  applicable
 to  different  business  segments.  Furthermore,  more than 50% of Credicorps  interest
bearing deposits can be unilaterally  modified causing difficulties in establishing the
expected repricing period of these  products  in the  simulations.  Additionally,
 Credicorp  considers  within  the  Foreign  Currency  category  not only  U.S.
Dollar-denominated  transactions,  but also currencies of its subsidiaries in Bolivia and
Colombia,  which may present different trends in certain periods but, due to their
relative small value, do not significantly affect the results of the analysis.

Exchange Rate Sensitivity

Credicorps  market risk exposure to foreign  currency  exchange
 fluctuations is attributed to its net asset or net liability positions in currencies
other than U.S. Dollars.  Exchange rate management  policies include nominal and
stop-loss limits,  approved by the Market Risk  Committee,  as well as VaR alerts
 reviewed  on a daily  basis,  where  excesses  are  immediately  reported.  Adverse
fluctuations  in foreign  exchange rates may result in losses  principally  from the
exposure to Nuevos Soles,  which amounted to a net liability  position of US$254.8
 million at December  31, 2002  (US$145.1  million at December  31,  2001),  and to a
lesser  extent to positions in other  currencies,  which had a net asset position of
US$123.3 million at December 31, 2002 (net asset position of US$45.1 million at December
31, 2001).  See Note 3 to the Credicorp Consolidated Financial Statements.

Earnings  sensitivity is estimated by directly  applying  expected
 foreign currency  devaluation or revaluation  rates on the above net  positions.  The
Nuevos Soles net  liability  position  results in exchange  gains  whenever the Peruvian
 currency  devalues against the U.S.  Dollar,  while a  revaluation  would  generate
 exchange  losses.  A 10% change in the Nuevo Sol exchange  rate would generate a US$14.7
 million gain or loss in case of  devaluation  or  revaluation,  respectively.  Given the
 evolution of the exchange rate in past  years,  a  revaluation  scenario  for the  Nuevo
 Sol is very  unlikely  for the next  twelve  months.  See  Item 3. Key Information(A)
 Selected  Financial  Data--Exchange  Controls.  The net asset  position in other
foreign  currencies  is  principally composed of Bolivian  Bolivianos  and  Colombian
 Pesos.  Management  expects that the exchange  risk in these  currencies  will not be
significant, although some exposures are managed from time to time through foreign
exchange forward contracts.

As  of  December  31,  2002,  Credicorps  total  U.S.
  Dollar-denominated  assets  were  US$6,720.5  million  and  its  U.S.
Dollar-denominated  liabilities were US$6,323.3  million,  resulting in a net U.S. Dollar
asset position of US$397.2 million  (US$496.6 million at December 31,  2001).  Of such
amount,  approximately  38%  represented  the net U.S.  Dollar asset  position of
 Credicorps non-Peruvian  subsidiaries  that conduct most of their  operations  in U.S.
 Dollars.  Credicorp  considers  its net U.S.  Dollar asset position  to be  reasonable
 in view of the  volume of its  foreign  currency  activities  and the  environment  in
which it  operates. Historically,  in order to provide some protection from the combined
effects of devaluation and inflation,  Credicorp has followed, and continues to follow,
 the policy of maintaining  the sum of its net U.S.  Dollar assets,  real estate assets
and  investments in equity securities at least equal to shareholders equity.

Beginning in March 1999,  BCP has  segregated  part of its
 regulatory  capital to cover  foreign  exchange risk exposure and, since June 2000, to
cover risk related to  investments in equity  shares,  with the remaining  used to cover
credit risk.  See Item 4. Information on the Company(B) Business Overview11.
Supervision and Regulation(ii) BCPCapital Adequacy Requirements.

Derivatives Trading Activities

Credicorp  provides its customers with access to a wide range of
products from the  securities,  foreign  exchange,  and, to a lesser extent,  derivatives
 markets.  Credicorp enters into trading  activities  primarily as a financial
 intermediary for customers, and,  to a  lesser  extent,  for its own  account.  In
 acting  for its own  account,  Credicorp  may take  positions  in some of these
instruments with the objective of generating trading profits.

Except  for  foreign  currency  forward  commitments  and  interest
 rate  swaps,  Credicorp  does not enter  into  derivative transactions,  currency  swaps
or options.  Foreign  exchange  forward  contracts are  agreements  for future  delivery
of money market instruments  in which the seller agrees to make delivery at a specified
 future date of an instrument,  at a specified  price or yield. Forward contracts are
closely monitored and are also subject to nominal and stop-loss limits.

As of December 31, 2002, the notional amount of outstanding  forward
 contracts was  approximately  US$530.6 million (US$292.8 million as of December 31,
2001),  with  maturities  for periods less than a year.  All of those  contracts were
signed solely to serve customer  needs and the exchange risk was hedged with  operations
 amounting to US$269.5  million.  This resulted in a net open forward position of US$22.5
million.  Interest rate swap operations at year-end 2002 amounted to US$11 million and
were fully hedged.

ITEM 12.      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13.      DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

(a)      Material Defaults

Credicorp has never defaulted on any of its debt or been forced to
reschedule any of its obligations.

(b)      Dividend Arrearages

None.

ITEM 14.      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.      CONTROLS AND PROCEDURES

Credicorps  principal  executive  officer and principal  financial
officer have evaluated the effectiveness of the design and operation of  Credicorps
 disclosure  controls (as defined in Exchange  Act Rules  13(a)-14(c))  within 90 days
prior to the filing of this report.  Based on that  evaluation,  the principal  executive
 officer and the principal  financial  officer have  concluded  that Credicorps
 disclosure  controls and  procedures  are  effective to ensure that  information
 required to be disclosed by Credicorp in reports  that it files or submits  under the
 Exchange  Act is as  accurate  and  reliable  as is  reasonably  possible,  and that
such information is reported within the time periods specified in U.S. Securities and
Exchange Commission (the SEC) rules and forms.

No significant changes were made to Credicorps  internal controls
or in other factors that could  significantly  affect these controls  subsequent to the
date of their  evaluation.  Credicorp also found no significant  deficiencies or material
 weaknesses,  and therefore no corrective actions were taken.

The design of any system of controls is based in part upon certain
 assumptions  about the likelihood of future events.  There is no certainly  that any
design will succeed in achieving its stated goal under all  potential  future
 considerations,  regardless of how remote.

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

[Reserved]

ITEM 16B.       CODE OF ETHICS

[Reserved]

ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

[Reserved]

ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

[Reserved]

PART III

ITEM 17.      FINANCIAL STATEMENTS

Not applicable.

ITEM 18.      FINANCIAL STATEMENTS

Please refer to Item 19.

ITEM 19.      EXHIBITS

|                                                                       | Page
|---------------------------------------------------------------------- | ----
|Credicorp Consolidated Financial Statements                            | F-1 
|                                                                      
|(a) Index to Financial Statements and Schedules                       
|                                                                      
|Index to Financial Statements                                          | F-2 
|                                                                      
|Report of Independent Accountants                                      | F-3 
|                                                                      
|Consolidated Balance Sheets as of December 31, 2002 and 2001           | F-4 
|                                                                      
|Consolidated Statements of Income for the Years Ended                 
|December 31, 2002, 2001 and 2000                                       | F-5 
|                                                                      
|Consolidated Statements of Changes in Shareholders Equity            
|for the Years Ended December 31, 2002, 2001 and 2000                   | F-6 
|                                                                      
|Consolidated Statements of Cash Flows for the Years Ended December 31,
|2002, 2001 and 2000                                                    | F-7 
|                                                                      
|Notes to Consolidated Financial Statements                             | F-8 

All  supplementary  schedules  relating to the  registrant  are
omitted  because they are not required or because the required          information,
where material, is contained in the consolidated financial statements or notes thereto.

(b) Index to Exhibits

1.1     Bye-Laws of Credicorp Ltd., as amended February 28, 2002

1.2     Memorandum of Association of Credicorp Ltd.

8       List of Subsidiaries

99      Certifications Pursuant to Section 906 of the United States
Sarbanes-Oxley Act of 2002



SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

CREDICORP LTD.

By:      /s/ BENEDICTO CIGÜEÑASName:    Benedicto Cigüeñas
Title:   Chief Financial and Accounting Officer

Dated:  June 27, 2003



CERTIFICATIONS PURSUANT TO SECTION 302 OF THE U.S. SARBANES-OXLEY ACT
OF 2002

Form of Certification on Form 20-F

I, Dionisio Romero, certify that:

1.  I have reviewed this annual report on Form 20-F of Credicorp
Ltd.;

2. Based on my  knowledge,  this annual  report does not contain any
untrue  statement  of a material  fact or omit to state a material fact necessary to make
the statements  made, in light of the  circumstances  under which such statements were
made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge,  the financial statements,  and other
financial information included in this annual report, fairly present in all material
 respects the  financial  condition,  results of operations  and cash flows of the
 registrant as of, and for, the periods presented in this annual report;

4. The  registrants  other  certifying  officers and I are
 responsible  for  establishing  and  maintaining  disclosure  controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such  disclosure  controls and procedures to ensure that
material  information  relating to the  registrant,  including its consolidated
 subsidiaries,  is made known to us by others within those entities,  particularly
 during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants  disclosure
 controls and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c) presented in this annual report our  conclusions  about the
 effectiveness  of the disclosure  controls and procedures  based on our evaluation as of
the Evaluation Date;

5. The registrants other certifying officers and I have disclosed,
 based on our most recent evaluation,  to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent
function):

a) all significant  deficiencies in the design or operation of
internal controls which could adversely affect the registrants  ability to record,
 process,  summarize and report financial data and have identified for the registrants
 auditors any material weaknesses in internal controls; and

b) any fraud,  whether or not material,  that involves  management
or other employees who have a significant  role in the  registrants internal controls;
and

6. The  registrants  other  certifying  officers and I have
 indicated  in this annual  report  whether or not there were  significant changes in
internal controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: June 27, 2003

/s/ DIONISIO ROMERO
Name:  Dionisio Romero 
Title: Chief Executive Officer



Form of Certification on Form 20-F

I, Benedicto Cigüeñas, certify that:

1. I have reviewed this annual report on Form 20-F of Credicorp Ltd.;

2. Based on my  knowledge,  this annual  report does not contain any
untrue  statement  of a material  fact or omit to state a material fact necessary to make
the statements  made, in light of the  circumstances  under which such statements were
made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge,  the financial statements,  and other
financial information included in this annual report, fairly present in all material
 respects the  financial  condition,  results of operations  and cash flows of the
 registrant as of, and for, the periods presented in this annual report;

4. The  registrants  other  certifying  officers and I are
 responsible  for  establishing  and  maintaining  disclosure  controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such  disclosure  controls and procedures to ensure that
material  information  relating to the  registrant,  including its consolidated
 subsidiaries,  is made known to us by others within those entities,  particularly
 during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants  disclosure
 controls and procedures as of a date within 90 days prior to the filing date of this
annual report (the Evaluation Date); and

c) presented in this annual report our  conclusions  about the
 effectiveness  of the disclosure  controls and procedures  based on our evaluation as of
the Evaluation Date;

5. The registrants other certifying officers and I have disclosed,
 based on our most recent evaluation,  to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the equivalent
function):

a) all significant  deficiencies in the design or operation of
internal controls which could adversely affect the registrants  ability to record,
 process,  summarize and report financial data and have identified for the registrants
 auditors any material weaknesses in internal controls; and

b) any fraud,  whether or not material,  that involves  management
or other employees who have a significant  role in the  registrants internal controls;
and

6. The  registrants  other  certifying  officers and I have
 indicated  in this annual  report  whether or not there were  significant changes in
internal controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: June 27, 2003

By:  /s/ BENEDICTO CIGÜEÑAS
Name:  Benedicto Cigüeñas 
Title:  Chief Financial and Accounting Officer



CREDICORP CONSOLIDATED FINANCIAL STATEMENTS

CREDICORP LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE
THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2002



CREDICORP LTD. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2002

CONTENTS

Report of independent accountants

Consolidated balance sheets

Consolidated statements of income

Consolidated statements of changes in shareholders equity

Consolidated statements of cash flows

Notes to the consolidated financial statements

US$    = United States dollars
S/.    = Peruvian new soles



REPORT OF INDEPENDENT ACCOUNTANTS

February 12, 2003

To the Board of Directors and ShareholdersCredicorp Ltd.

We have audited the accompanying consolidated balance sheets of
Credicorp Ltd. (a Bermuda limited liability company) and subsidiaries as of December 31,
2002 and 2001, and the related consolidated statements of income, of changes in
shareholders equity and of cash flows for each of the three years in the period ended
December 31, 2002. These financial statements are the responsibility of the management of
Credicorp Ltd.; our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with both generally accepted
auditing standards in Peru and generally accepted auditing standards in the United States
of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by Credicorp Ltd.s management,
as well as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements audited by us
present fairly, in all material respects, the financial position of Credicorp Ltd. and
subsidiaries at December 31, 2002 and 2001, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2002, in
conformity with International Accounting Standards.

Accounting principles used by Credicorp Ltd. and its subsidiaries in
preparing the accompanying consolidated financial statements conform with International
Accounting Standards, which vary in certain significant respects from accounting
principles generally accepted in the United States of America and as allowed by Item 18
to Form 20-F. The application of the latter would have affected the determination of
consolidated net income for each of the three years in the period ended December 31, 2002
and the determination of consolidated shareholders equity at December 31, 2002 and 2001
to the extent summarized in Note 22 to the consolidated financial statements.

Countersigned by

|/s/ Arnaldo Alvarado L. (partner) | 
|--------------------------------- | 
|Arnaldo Alvarado L.               | 
|Peruvian Public Accountant        | 
|Registration No.7576              | 



CREDICORP LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Notes 1, 2, 3, 19 and 20)

ASSETS

|                                                        | At December 31,
|------------------------------------------------------- | ---------------
|                                                        | 2002           
|                                                        |                
|                                                        | US$000         
|CASH AND DUE FROM BANKS (Note 4)                       
|Non-interest bearing                                    | 314,404        
|Interest bearing                                        | 1,867,986      
|                                                        |                
|                                                        | 2,182,390      
|                                                        |                
|TRADING SECURITIES (Note 5)                             | 605,104        
|                                                        |                
|LOANS (Notes 6 and 21)                                  | 4,817,663      
|Less: reserve for loan losses                           | (424,031)      
|                                                        |                
|                                                        | 4,393,632      
|                                                        |                
|INVESTMENTS IN SECURITIES AVAILABLE - FOR-SALE (Note 7) | 635,284        
|                                                        |                
|PREMIUMS AND OTHER POLICIES RECEIVABLE                  | 61,856         
|                                                        |                
|REINSURANCE RECEIVABLE (Note 12)                        | 29,677         
|                                                        |                
|PROPERTY, FURNITURE AND EQUIPMENT, NET (Note 8)         | 290,185        
|                                                        |                
|DUE FROM CUSTOMERS ON ACCEPTANCES                       | 36,068         
|                                                        |                
|OTHER ASSETS (Note 9)                                   | 353,837        
|                                                        |                
|GOODWILL                                                | 28,740         
|                                                        |                
|                                                       
|Total assets                                            | 8,616,773      
|                                                        |                
|OFF-BALANCE SHEET ACCOUNTS (Note 18)                   
|Contingent assets                                       | 1,232,236      
|Other                                                   | 20,252,254     
|                                                        |                
|                                                        | 21,484,490     
|                                                        |                



LIABILITIES AND SHAREHOLDERS EQUITY

|                                           | At December 31,
|------------------------------------------ | ---------------
|                                           | 2002           
|                                           | US$000         
|DEPOSITS AND OTHER OBLIGATIONS (Note 10)  
|Non-interest bearing                       | 822,884        
|Interest bearing                           | 5,558,316      
|                                           |                
|                                           | 6,381,200      
|                                           |                
|DUE TO BANKS AND CORRESPONDENTS (Note 11) 
|Short-term debt                            | 124,961        
|Long-term debt                             | 184,737        
|                                           |                
|                                           | 309,698        
|                                           |                
|BANKERS ACCEPTANCES OUTSTANDING           | 36,068         
|                                           |                
|RESERVE FOR PROPERTY AND CASUALTY CLAIMS   | 224,754        
|                                           |                
|RESERVE FOR UNEARNED PREMIUMS              | 48,703         
|                                           |                
|REINSURANCE PAYABLE (Note 12)              | 23,255         
|                                           |                
|OTHER LIABILITIES (Note 9)                 | 220,998        
|                                           |                
|BONDS ISSUED (Note 10-d)                   | 483,555        
|                                           |                
|MINORITY INTEREST                          | 64,742         
|                                           |                
|TAX SITUATION (Note 15)                   
|                                          
|SHAREHOLDERS EQUITY (Note 13)            
|Common shares                              | 471,912        
|Treasury stocks                            | (73,177)       
|Capital surplus                            | 140,500        
|Legal reserve                              | 69,527         
|Special reserve                            | 34,577         
|Retained earnings                          | 180,461        
|                                           |                
|Total Shareholders equity                 | 823,800        
|Total Liabilities and Shareholders equity | 8,616,773      
|                                           |                
|OFF-BALANCE SHEET ACCOUNTS (Note 18)      
|Contingent liabilities                     | 1,232,236      
|Other                                      | 20,252,254     
|                                           |                
|                                           | 21,484,490     
|                                           |                

The accompanying notes are an integral part of these consolidated
financial statements.



CREDICORP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (Notes 1, 2 and 19)

|                                                                    | For the years ended December 31,
|------------------------------------------------------------------- | --------------------------------
|                                                                    | 2002                            
|                                                                    | US$000                          
|                                                                   
|INTEREST INCOME:                                                   
|Interest from loans                                                 | 420,341                         
|Interest from deposits with banks                                   | 36,516                          
|Interest from trading securities and investments available-for-sale | 72,724                          
|Dividends on investments                                            | 2,293                           
|                                                                    |                                 
|Total interest income                                               | 531,874                         
|                                                                    |                                 
|INTEREST EXPENSE:                                                  
|Interest on deposits                                                | (117,258)                       
|Interest on loans from banks and correspondents                     | (25,285)                        
|Other interest expense                                              | (35,527)                        
|                                                                    |                                 
|Total interest expense                                              | (178,070)                       
|                                                                    |                                 
|Net interest income                                                 | 353,804                         
|Provision for loan losses (Note 6)                                  | (99,596)                        
|                                                                    |                                 
|Net interest income after provision for loan losses                 | 254,208                         
|                                                                    |                                 
|OTHER INCOME:                                                      
|Commissions from banking services                                   | 177,305                         
|Net (loss) gain from sales of securities (Notes 1 and 7)            | (1,097)                         
|Net gain on foreign exchange transactions                           | 22,582                          
|Net premiums earned (Note 12)                                       | 125,218                         
|Other income (Note 16)                                              | 11,651                          
|                                                                    |                                 
|                                                                    | 335,659                         
|                                                                    |                                 
|INSURANCE ACTIVITY CLAIMS:                                         
|Net claims incurred                                                 | (23,701)                        
|Increase in costs for future benefits for life and health policies  | (74,200)                        
|                                                                    |                                 
|                                                                    | (97,901)                        
|                                                                    |                                 
|OTHER EXPENSES:                                                    
|Salaries and employees benefits                                    | (183,468)                       
|Administrative expenses                                             | (133,502)                       
|Depreciation and amortization                                       | (41,338)                        
|Provision for assets seized (Note 9)                                | (15,094)                        
|Amortization of goodwill                                            | (3,033)                         
|Other expenses (Note 16)                                            | (27,751)                        
|                                                                    |                                 
|                                                                    | (404,186)                       
|                                                                    |                                 
|Income before translation loss, income tax and                     
|minority interest                                                   | 87,780                          
|Translation loss                                                    | (2,482)                         
|Income tax, current and deferred (Note 15)                          | (32,628)                        
|Minority interest                                                   | (10,287)                        
|                                                                    |                                 
|Net income for the year                                             | 42,383                          
|                                                                    |                                 
|Earnings per share in United States dollars (Note 17)               | 0.53                            
|                                                                    |                                 

The accompanying notes are an integral part of these consolidated
financial statements.



CREDICORP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Notes 1,
2 and 13) FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 2002

|                                                                 | Number ofoutstandingshares | Commonshares | Treasurystock | Capitalsurplus | Legalreserve | Specialreserve | Retainedearnings | Totalshare-holdersequity
|---------------------------------------------------------------- | -------------------------- | ------------ | ------------- | -------------- | ------------ | -------------- | ---------------- | -------------------------
|                                                                 |                            |              |               |                |              |                |                  |                          
|
|                                                                
|Balances at January 1, 2000                                      | 94,382                     | 471,912      | (67,173)      | 147,499        | 69,527       | 23,960         | 133,976          | 779,701                  
|Increase in treasury stock                                       | -                          | -            | (4,132)       | (2,435)        | -            | -              | -                | (6,567)                  
|Reserve for loan losses (Note 6-f)                               | -                          | -            | -             | -              | -            | 4,699          | (4,699)          | -                        
|Cash dividends                                                   | -                          | -            | -             | -              | -            | -              | (8,100)          | (8,100)                  
|Net income for the year                                          | -                          | -            | -             | -              | -            | -              | 17,696           | 17,696                   
|                                                                 |                            |              |               |                |              |                |                  |                          
|Balances at December 31, 2000                                    | 94,382                     | 471,912      | (71,305)      | 145,064        | 69,527       | 28,659         | 138,873          | 782,730                  
|Increase in treasury stock                                       | -                          | -            | (3,300)       | (6,044)        | -            | -              | -                | (9,344)                  
|Adoption of IAS 39, net of deferred income tax                   | -                          | -            | -             | -              | -            | -              | 4,461            | 4,461                    
|Cash dividends                                                   | -                          | -            | -             | -              | -            | -              | (8,014)          | (8,014)                  
|Extraordinary cash dividends (Note 13-e)                         | -                          | -            | -             | -              | -            | -              | (15,894)         | (15,894)                 
|Net unrealized loss realized from investments available-for-sale | -                          | -            | -             | -              | -            | -              | (3,096)          | (3,096)                  
|Net realized gain from investments available-for-sale            | -                          | -            | -             | -              | -            | -              | (8,583)          | (8,583)                  
|Reversal of generic reserve for loans (Note 6-f)                 | -                          | -            | -             | -              | -            | (6,726)        | 6,726            | -                        
|Generic provision for assets seized (Note 9-d)                   | -                          | -            | -             | -              | -            | 12,644         | (12,644)         | -                        
|Net income for the year                                          | -                          | -            | -             | -              | -            | -              | 54,513           | 54,513                   
|                                                                 |                            |              |               |                |              |                |                  |                          
|Balances at December 31, 2001                                    | 94,382                     | 471,912      | (74,605)      | 139,020        | 69,527       | 34,577         | 156,342          | 796,773                  
|Decrease in treasury stock                                       | -                          | -            | 1,428         | 1,480          | -            | -              | -                | 2,908                    
|Cash dividends                                                   | -                          | -            | -             | -              | -            | -              | (15,987)         | (15,987)                 
|Net unrealized loss from investments available-for-sale          | -                          | -            | -             | -              | -            | -              | (14,444)         | (14,444)                 
|Net realized loss from investments available-for-sale            | -                          | -            | -             | -              | -            | -              | 12,167           | 12,167                   
|Net income for the year                                          | -                          | -            | -             | -              | -            | -              | 42,383           | 42,383                   
|                                                                 |                            |              |               |                |              |                |                  |                          
|Balances at December 31, 2002                                    | 94,382                     | 471,912      | (73,177)      | 140,500        | 69,527       | 34,577         | 180,461          | 823,800                  
|                                                                 |                            |              |               |                |              |                |                  |                          

The accompanying notes are an integral part of these consolidated
financial statements.



CREDICORP LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 2)

|                                                         | For the years ended December 31,
|-------------------------------------------------------- | --------------------------------
|                                                         | 2002                            
|                                                         | US$000                          
|CASH FLOWS FROM OPERATING ACTIVITIES:                   
|Net income for the year                                  | 42,383                          
|Add (deduct):                                           
|Provision for loan losses                                | 99,596                          
|Depreciation and amortization                            | 41,338                          
|Amortization of goodwill                                 | 3,033                           
|Provision for assets seized                              | 15,094                          
|Minority interest                                        | 10,287                          
|Provision for contingencies                              | 4,649                           
|Deferred income tax                                      | (2,115)                         
|Net loss (gain) from sales of securities                 | 1,097                           
|Translation loss                                         | 2,482                           
|Purchase of trading securities                           | (4,154,437)                     
|Sale of trading securities                               | 4,106,170                       
|Net changes in assets and liabilities:                  
|Net (increase) decrease in loans                         | (114,347)                       
|Decrease (increase) in other assets                      | 36,457                          
|Net increase in deposits and other obligations           | 155,798                         
|Net decrease in due to banks and correspondents          | (65,988)                        
|(Decrease) increase in other liabilities                 | (28,326)                        
|                                                         |                                 
|Net cash provided by operating activities                | 153,171                         
|                                                         |                                 
|CASH FLOWS FROM INVESTING ACTIVITIES:                   
|Acquisition of Banco Santander Central Hispano          
|S.A. (BSCH-Peru), net of cash acquired                   | 140,782                         
|Cash received from sales of Banco Capital                | 32,255                          
|Purchase of investments available-for-sale               | (322,656)                       
|Sales of investments available-for-sale                  | 340,100                         
|Purchase of property, furniture and equipment            | (22,864)                        
|Sales of property, furniture and equipment               | 1,560                           
|                                                         |                                 
|Net cash (used) provided by investing activities         | 169,177                         
|                                                         |                                 
|CASH FLOWS FROM FINANCING ACTIVITIES:                   
|Increase in bonds issued                                 | 1,445                           
|Sales (purchase) of treasury stocks                      | 2,908                           
|Cash dividends                                           | (31,881)                        
|                                                         |                                 
|Net cash (used) provided by in financing activities      | (27,528)                        
|                                                         |                                 
|Translation (loss) gain on cash and cash equivalents     | (9,882)                         
|                                                         |                                 
|Net increase in cash and cash equivalents                | 284,938                         
|Cash and cash equivalents at the beginning of the year   | 1,897,452                       
|Cash and cash equivalents at the end of the year         | 2,182,390                       
|                                                         |                                 
|SUPPLEMENTARY CASH FLOWS INFORMATION                    
|Cash paid during the year for:                          
|Interest                                                 | 101,185                         
|Income taxes                                             | 3,487                           
|                                                        
|Supplementary schedule of non-cash financing activities:
|Dividends pending payment                                | -                               
|Other accounts receivable from sale of Banco Capital     | -                               

The accompanying notes are an integral part of these consolidated
financial statements.



CREDICORP LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE YEARS
IN THE PERIOD ENDED DECEMBER 31, 2002

1       NATURE OF OPERATIONS

Credicorp  Ltd.  (Credicorp)  is a limited  liability  company
 incorporated  in Bermuda in 1995 to act as a holding  company  and to coordinate the
policy and administration of its subsidiaries.  It is also engaged in investing
activities.

On October 20, 1995  Credicorp  acquired  90.08%,  98.24% and 75.83%
of the capital stock of Banco de Credito del Peru (BCP),  Atlantic Security Holding
 Corporation (ASHC) and El  Pacifico-Peruano  Suiza Compañia de Seguros y Reaseguros
(PPS),  respectively,  through an offering  of its own  shares in  exchange  for  shares
 of the  above-mentioned  companies.  As of  December  31,  2002 and  2001,  the
participation of Credicorp in the capital of BCP is 96.22% and 90.55%, respectively, and
100% in the capital of ASHC.

BCP is a Peruvian  corporation  incorporated on April 3, 1889,
 authorized to engage in banking  activities by the  Superintendency  of Banking and
Insurance  (SBS),  the Peruvian  banking and insurance  authority.  The objective of BCP
is to promote the  development  of commercial  and  industrial  activities  in Peru.
 Accordingly,  it is  authorized to receive and lend funds and to provide all banking
services and perform  operations that  correspond to a multiple  services bank as stated
in Law 26702 (General Law of the Financial and Insurance Systems and Organic Law of the
SBS).

ASHC is  incorporated  in the  Cayman  Islands.  Its  primary
 activity  is to  invest  in the  capital  stock of  companies.  Its most significant
 subsidiary  is Atlantic  Security  Bank (ASB).  ASB is also  incorporated  in The Cayman
 Islands and began  operations on December 14, 1981,  carrying out its  activities
 through  branches and offices in Grand Cayman,  the Republic of Panama and the United
States of America.

PPS is a Peruvian  corporation whose principal  activity is the
issuance and  administration of property and casualty insurance and the performance of
related activities under Law 26702.  PPS also provides accident, health and life
insurance.

Inversiones  Credito del Peru S.A.  (ICSA) is a Peruvian
 corporation  incorporated  on February 17, 1987 whose  principal  activity is investment
in listed and non-listed equity securities.

Banco Tequendama,  acquired by Credicorp in January 1997, is a
private banking  institution,  established on May 5, 1976, in accordance with  Colombian
 laws and with a  corporate  life until June 30,  2010;  this  period  could be extended
 in  accordance  with  current legislation.  The principal objective of the bank includes
making loans to private and public companies and individual loans.

CCR Inc. and CCV Inc., entities for special purposes incorporated in
Bahamas in December 2000 and September 2001,  respectively;  whose principal  activity is
to manage the resources  received of the  securitizations  carried out by BCP in January
of 2001 and November of 1998, respectively.

Credicorp  Securities  Inc.,  incorporated  in the United  States of
America  whose  principal  activity will be to engage in brokerage activities in the
securities market,  directed principally to retail customers in Latin America,  began its
operations during the month of January 2003.

Acquisition of entities -

In session of BCPs Board of Directors held on October 31, 2002 the
Executive  Committee was authorized to carry out negotiations  with Banco Santander
 Central Hispano Peru (BSCH  Peru) and to perform a Public  Acquisition  Offering (OPA)
for not less than 99.9% of its shares.  The OPA started on November  15, 2002 and ended
on December  13, 2002 with the  acquisition  of 99.94% of the shares of BSCH Peru.
 According to Law 26702,  BCP has a period no longer than 6 months to absorb this
 financial  entity.  In this respect,  in a BCP General Meeting of Shareholders  held on
December 30, 2002 this  transaction was approved and will be carried out for all legal
effects on February 28, 2003.

The  acquisition  of BSCH  Peru and its  subsidiaries  have been
 recorded  under the  purchase  method  reflecting  their  assets and liabilities at fair
values at the date of  acquisition.  For practical  reasons,  the  acquisition of BSCH  Peru
and its  subsidiaries have been considered as if this had been realized on November 30,
2002.

The fair values of the identifiable assets and liabilities of such
financial entity were as follows:

|                              | US$000   
|----------------------------- | ---------
|                             
|Cash acquired                 | 190,782  
|Loans, net                    | 658,835  
|Other assets                  | 158,370  
|Total liabilities             | (957,987)
|                              |          
|Cash paid for the acquisition | 50,000   
|                              |          

Sales of entities 

In November 2001,  Credicorp sold its participation in the Banco
Capital, a private banking institution  established in the Republic of El Salvador,  to
third parties for US$32.2 million.  This transaction  generated a gain of US$6.2 million,
 net of unamortized goodwill at that date of US$0.5 million,  which was included in the
caption Net gain from sales of securities in the  consolidated  statement of income.

The balances of the  significant  accounts of the  financial
 statements of the Banco Capital  included in the  consolidated  financial statements of
Credicorp  Group for the period  between  January 1, 2001 and October 31, 2001 and for
the year ended  December 31, 2000, are as follows:

|                               | 2001    | 2000   
|------------------------------ | ------- | -------
|                               | US$000  | US$000 
|                              
|Total assets                   | 209,587 | 212,479
|Total net equity               | 25,515  | 23,992 
|Interest income                | 17,676  | 20,105 
|Interest expenses              | 9,979   | 12,647 
|Net income for the period/year | 1,524   | 1,044  

2        ACCOUNTING PRINCIPLES AND POLICIES

The financial  statements  have been  prepared in accordance  with
 International  Accounting  Standards  (IAS).  The most  significant accounting
 principles and policies used for the recording of the operations and in the preparation
of the financial  statements are as follows:

a)  Consolidation

The  accompanying  consolidated  financial  statements  include the
financial  statements of Credicorp  and its  subsidiaries  that are effectively
controlled,  directly or indirectly  (hereinafter,  The Group). The principal
activities of the companies integrating the Group correspond to banking, financial and
insurance operations and management of investment funds and brokerage.

The  companies  that comprise the Group as of December 31, 2002 and
2001,  with  indication of the  percentage of  participation  owned directly and
indirectly by Credicorp as of those dates,  as well as other relevant  consolidated
 information  before  elimination  for consolidation purposes are:

|                                                                 | Percentage ofparticipation | Total assets | Total shareholdersequity
|---------------------------------------------------------------- | -------------------------- | ------------ | -------------------------
|                                                                 |                            |              |                          
|Entity                                                           | 2002                       | 2001         | 2002                     
|                                                                 |                            |              |                          
|                                                                 |                            |              | US$000                   
|                                                                
|Banco de Credito del Peru (BCP)                                  | 96.22                      | 90.55        | 7,312,169                
|Atlantic Security Holding Corporation (ASHC)                     | 100.00                     | 100.00       | 660,588                  
|El Pacifico-Peruano Suiza Compañia de Seguros y Reaseguros (PPS) | 75.83                      | 75.83        | 480,570                  
|Inversiones Credito del Peru S.A. (ICSA)                         | 99.99                      | 99.99        | 50,011                   
|Banco Tequendama                                                 | 99.99                      | 99.99        | 270,681                  

The Groups consolidated net income is summarized as follows:

|                            | For the years ended December 31,
|--------------------------- | --------------------------------
|                            | 2002                            
|                            | US$000                          
|                           
|Consolidated net income of: |                                 
|BCP                         | 62,512                          
|ASHC                        | 1,586                           
|PPS (Note 7)                | 9,289                           
|ICSA (Note 7)               | (509)                           
|                            |                                 
|                            | 72,878                          
|                            |                                 
|Less: Minority interest    
|BCP                         | (2,708)                         
|PPS                         | (2,245)                         
|                            |                                 
|                            | (4,953)                         
|                            |                                 
|Carried forward:            | 67,925                          

|                                            | For the years ended December 31,
|------------------------------------------- | --------------------------------
|                                            | 2002                            
|                                            | US$000                          
|                                           
|Brought forward:                            | 67,925                          
|Amortization of goodwill                   
|ASHC                                        | (984)                           
|PPS                                         | (1,200)                         
|Banco de La Paz and Banco Capital           | (849)                           
|                                            |                                 
|                                            | (3,033)                         
|                                            |                                 
|Other subsidiaries and Credicorps expenses | (22,509)                        
|                                            |                                 
|Consolidated net income                     | 42,383                          
|                                            |                                 

The following procedures were applied to prepare the Groups
consolidated financial statements:

| | Minority interest principally represents the participation of the shareholders of BCP and PPS that did not enter into the exchange of shares mentioned in Note 1 and the participation of the minority shareholders of Solucion Financiera de Credito del
Peru S.A., of which BCP holds 55% of the outstanding shares of this indirect subsidiary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | The financial statements of BCP, PPS and ICSA are prepared in Peruvian new soles adjusted for inflation in accordance with accounting principles generally accepted in Peru, and subsequently the necessary adjustments, including the elimination of the
effects of inflation accounting, were incorporated to reconcile with IAS; the consolidated financial statements of ASHC are
maintained in U.S. dollars and those of the other subsidiaries are maintained in the local currency of each country where they
operate; however, the Group considers that its measurement currency is the U.S. dollar because it reflects the economic substance
of the underlying events and the circumstances relevant to the Group; insofar its main operations and/or transactions in the
different countries where the Group operates, such as, the credits granted, the financing obtained, the sale of insurance
premiums, the interest income and expenses, the salaries and the purchases are established and liquidated in U.S. dollars. In
consequence, the balances and transactions in foreign currency have been translated to U.S. dollars using the methodology
described in the Note 2-b).
| 
| | All significant intercompany accounts and transactions between the Groups entities have been eliminated in the accompanying consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

b)   Foreign currency translation -

Credicorps  subsidiaries are considered as foreign  operations;  in
consequence the balances and operations of the  subsidiaries  that maintain their
accounting  records in other currencies  different to the U.S. dollar have been
translated to this currency by using the following procedures:

| | Monetary assets and liabilities were translated at the free market exchange rate in effect on the balance sheet date.                                                          
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Non-monetary assets (including their depreciation or amortization) and equity accounts were translated by using the free market exchange rates on the date of the transactions.
| 
| | Income and expense accounts, except for those related to non-monetary assets, were translated at the average exchange rates of the months in which they occurred.              
| 
| | The resulting translation adjustment into U.S. dollars is included in the consolidated statement of income.                                                                    

c)   Use of accounting estimates in the preparation of financial
statements -

The preparation of financial  statements  requires the Groups
 management to make certain  estimates and  assumptions  that affect the reported
 amounts of assets and liabilities,  the disclosure of the  contingencies  and the
recognition of income and expenses.  Assets and liabilities are recognized in the
financial  statements  when it is probable that any future economic  benefit  associated
with the item will flow to or from the Group and the item has a cost or value that can be
 measured  with  reliability.  If in the  future  such estimates  and  assumptions,
 which are based on  managements  best  judgement at the date of the financial
 statements,  are modified because of the actual  circumstances,  the original estimates
and assumptions will be appropriately  modified in the year in which such changes  occur.
 The  principal  estimates  related to the  consolidated  financial  statements  refer to
the reserve for loan  losses, unrealized  gain or loss of  investments
 available-for-sale,  depreciation  of property,  furniture  and  equipment,
 amortization  of intangible  assets,  the provision  corresponding to the technical
reserves for claims and premiums and the workers profit sharing and income tax (current
and deferred).

d)   Recognition of revenues and expenses for banking activities -

Interest  income and expenses are recognized in the income
 statement for all interest  bearing  instruments on the accrual basis using the
 effective  yield  method  based over the period of the related  transactions.  Interest
 income  includes  the yield earned on the investments.

Commissions on financial services are credited to income when
collected,  except for the commissions  related to the issuance of credit cards, which
are recorded on the accrual basis.

When, in  managements  opinion,  the principal of any overdue loan
becomes  doubtful of  collection,  such loan is written down to its estimated
 recoverable amount and interest income is thereafter  recognized based on the rate of
interest that was used to discount the future cash flows for the purpose of measuring of
the recoverable amount of the principal (Note 6-e).

Other revenues and expenses are generally recorded in the period
when they fall due.

e)   Recognition of revenues and expenses for insurance activities -

Premiums are earned on a pro-rata  basis over the periods of the
related  contracts.  In this regard,  a reserve for unearned  premiums is  recorded
 representing  the  unexpired  portion of premium  coverage to be applied in the
 following  period on the basis of annual renewals.

The reserve for  unearned  premiums is  calculated  on an
 individual  basis for each policy or coverage  certificate,  applying to the insurance
 premiums  (direct  insurance and reinsurance  accepted  premiums less ceded  premiums),
 net of commissions  and taxes,  the unearned portion of the total risk (in number of
days).  Likewise,  a premium  deficiency reserve is made when the reserve for unearned
premiums  becomes  insufficient to cover the risks and future expenses that correspond to
the unexpired  period of coverage at the date of calculation.

The  allowance  for doubtful  accounts  related to premiums and
 installments  outstanding  is determined by management on the basis of periodical
reviews of the clients portfolio.

Casualty  claims are recorded when  reported.  The incurred but not
reported  claims (IBNR) are estimated and reflected as a liability, net of recoveries
 and  reinsurance.  The IBNR at December 31, 2002 have been  estimated by taking into
 consideration  the  arithmetic progression of the percentages computed over the actual
figures for the years 1994 through 2001,  inclusive.  Management considers that the
estimated amount is sufficient to cover any liability related to IBNR at December 31,
2002, 2001 and 2000.

Reserve for pension funds  insurance is recorded on the basis of a
report  prepared by an insurance  actuary and represents the current value of all future
contributions to be made, including those past due payments still pending.

Policy  acquisition  costs  (commissions)  are deferred and
 subsequently  amortized over the period in which the related  premiums are earned.

f)   Loans and reserve for loan losses -

Loans originated by the Group by providing money directly to the
borrower are carried at amortized cost.  All loans are recognized when cash is advanced
to the borrower.

The reserve for loan losses is maintained at a level that, in the
opinion of  management,  is sufficient to cover  potential  losses in the loan portfolio
at the balance sheet dates.  Management  conducts a formal review and analysis of all the
loan  portfolio,  at least annually,  authorizing  the  necessary  adjustments  to the
reserve for possible  loan losses.  The review and analysis  also  identify specific
 clients  against  whom  legal  proceedings  should be or have been  initiated  as well
as those  clients  who  appear to have financial  difficulties.  The reserve for loan
losses is  increased  if objective  evidence  exists that the Group  cannot  recover the
outstanding  amount.  In addition,  the reserve for loan losses is made in  accordance
 with the economic  conditions  in the different countries  where loans are granted,
 loan loss  experience,  managements  evaluation of the loan portfolio and other factors
which, in managements opinion, require current recognition in estimating possible loan
losses.

An allowance for loan  impairment is established if there is
objective  evidence that the Group will not be able to collect all amounts due according
to the original  contractual  terms of loans.  The amount of the provision is the
difference  between the carrying amount and the  recoverable  amount,  being the present
value of expected cash flows,  including  recoverable  amounts of the  guarantees  and
collateral, discounted at the original effective interest rate of loans.

When a loan is uncollectable,  it is written off against the related
provision for impairments;  subsequent  recoveries are credited to the provision for loan
losses in the consolidated statement of income.

Additionally,  in accordance  with SBS  regulations,  generic
 provisions are recorded as an  appropriation  to a special  reserve from retained
earnings.  These appropriations have no effect on net income for the period or the
balance of shareholders equity.

g)   Leasing transaction -

In the cases of finance  leases,  the present value of the lease
 payments is recognized as a loan.  The  difference  between the gross receivable and the
present value of the loan is recognized as unearned  financial  income.  Lease income is
recognized over the term of the lease using the net investment method, which reflects a
constant periodic rate of return.

h)   Investments -

As from 2001, the Group  classified  its  investments  in accordance
 with IAS 39.  Management  determines  the  classification  of its investments at the
date of their purchase and evaluates such classification periodically.

The purchases and sales of investments  are recognized at the date
of the negotiation  that  corresponds to the date in which the Group commits itself to
buy or sell the assets.

Investments  acquired,  including  those  directly from the issuer,
 mainly with the purpose of generating  profits based on short-term price  fluctuations,
 are considered as trading  investments.  Investments  available-for sale are those that
the Group intends to hold for an undefined period and can be sold in response to
liquidity needs or changes in market interest rates.

Trading  investments  and  investments  available-for-sale  are
 initially  recognized  at cost,  including  the inherent  costs of the transaction and
subsequently are valued at their fair value.

Fair values are based on quoted prices.  Investments in mutual funds
are valued at quota  participation  value,  which is determined on the basis of the
equity of mutual funds that includes the unrealized  gains or losses of the  investments
of the mutual fund.  Unquoted equity and debt  investments  are valued at cost less a
provision for  impairment.  An investment is impaired if its carrying amount is greater
than its estimated recoverable amount (discounted present value of expected future cash
flows).

All related realized and unrealized gains and losses of trading
 securities are included in the income statement.  Unrealized gains and losses  arising
from changes in the fair value of securities  classified as  investments
 available-for-sale  are recognized in equity. Unrealized gains or losses are recognized
in income of the year, when the investments available-for-sale are sold or are impaired.

Securities sold subject to repurchase  agreements (repos) are
retained in the financial  statements as investment  securities and the counterparty
 liability  is  included in amounts due to banks and  correspondents.  Securities
 purchased  under  agreements  to resell (reverse repos) are recorded as other accounts
 receivable.  The difference  between sale and repurchase price is treated as interest
and accrued over the life of repo agreements using the effective yield method.

Interest  income is recognized on the accrual basis using the
effective  yield method.  Dividends  receivable  are recognized as income when they are
declared.

On January  1, 2001 the Group  recognized  as a credit to  retained
 earnings,  the effect of the  adoption  of IAS 39,  related to the accounting treatment
of the investments available-for-sale for US$4.5 million.

i)   Property, furniture and equipment -

Property,  furniture  and  equipment  are  recorded  at  their
 acquisition  cost.  The  related  depreciation  is  calculated  on  the straight-line
 method at rates deemed  sufficient to absorb the cost over the useful lives of the
assets.  Maintenance and repair costs are charged to profit and loss and significant
 renewals and  improvements are  capitalized.  The cost and accumulated  depreciation of
assets sold or retired are eliminated  from the  corresponding  accounts and the related
gain or loss is included in the results of the year.

The annual  depreciation  rates used are:  buildings and other
 constructions  3%,  installations  10%,  furniture and fixtures 10% and equipment and
vehicles 20%.

j)   Assets seized -

Assets seized, included in Other assets, are valued at their market
value.

Additionally,  in accordance with the SBS  regulations,  generic
 provisions are recorded as an appropriation to a special reserve from retained earnings.

k)   Intangible assets -

Intangible  assets  included in Other  assets,  principally
 comprise  software  acquired and  developed.  Costs of software  developed correspond to
those directly  associated with  identifiable  software  controlled by the Group which
are estimated to generate economic benefits exceeding costs beyond one year.  They are
amortized on the straight-line basis, using an annual rate of 20%.

l)   Goodwill -

Goodwill has been  established  principally as the difference
 between the reference  price for the  acquisition of ASHC and PPS at the date of the
exchange of shares (market  value) and the  corresponding  fair value of the
 consolidated  assets and  liabilities of such entities, which amounted to US$43.7
million and is being amortized using the straight-line method over a 20 year-period.

In addition,  this  account  includes  the  goodwill  originated  by
the  acquisition  of Banco de La Paz for US$4.2  million  which is amortized over a
period of 5 years.

At each balance sheet date the Group assesses whether there is any
indication of impairment.  If such indications  exist an analysis is performed to assess
whether the carrying amount of goodwill is fully  recoverable.  A write down is made if
the carrying amount exceeds the recoverable amount.

m)   Due from customers on acceptances -

Due from customers on acceptances corresponds to accounts receivable
from customers for importation and exportation  transactions,  the obligations for which
have been accepted by the banks.  The  obligations  that must be assumed by the Group for
such  transactions  are recorded as liabilities.

n)   Bonds issued -

Liabilities  arising from the issuance of subordinated  bonds,
 leasing bonds,  mortgage bonds and mortgage notes are recorded at their face value and
the  corresponding  interest is recognized in income as earned.  Bond discounts
 determined at issuance are deferred and amortized over the term of the bonds by the
interest method.

o)   Provisions -

Provisions  are recognized  when the Group has a present legal or
 constructive  obligation as a result of past events,  it is probable that an outflow of
resources  embodying  economic  benefits will be required to settle the obligation,  and
a reliable  estimate of the amount of the obligation can be made.

The provision for  employees  severance  indemnities  is based in
the present value of the  liabilities  determined at the end of each year based on the
current salary of each employee.  In Peru, this indemnity  should be deposited in
authorized  financial  institutions selected by the employees.  All payments made are
considered as definitive.

p)   Income tax and workers profit sharing-

Current income tax-

Income tax and workers  profit sharing (which  corresponds  to 5%
of the taxable income in accordance  with Peruvian tax  legislation) are calculated and
recorded based on taxable income under current tax legislation.

Deferred income tax-

Deferred  income tax is provided  for all  temporary  differences
 arising  between the tax bases of assets and  liabilities  and their carrying values for
financial  reporting  purposes.  Such deferred tax is determined at rates enacted at the
date of the balance sheet. The effect on  deferred  tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period that such change occurs.

The  principal  temporary  differences  are detailed in Note 15. The
effect of the temporary  differences  is also  considered  for the calculation of the
workers profit sharing.

Deferred  income tax assets should be recognized when it is probable
that  sufficient  future taxable profit will be available  against which these temporary
 differences can be used. A valuation allowance is recognized if, based on the weight of
available  evidence,  it is more likely than not that some portion or all of the deferred
tax asset will not be realized.

q)   Earnings per share -

Earnings per share are  calculated  by dividing the net income for
the year by the  weighted-average  number of the shares  outstanding during the year,
after deducting treasury stock.

r)   Plan of benefits for share options -

Since 1999,  stock options have been granted to certain  executives
and employees who have at least one year of service in Credicorp or any of its
 subsidiaries.  The  stock  options  were  granted  at the  market  price of the  shares
 on the date of the  grant  and are exercisable at that price.  Expense  recognized in
income for the year corresponds to the difference  between strike price and the fair
value of the shares, of such stock options which can be exercisable by the beneficiaries.

s)   Fiduciary activities -

Assets and income  arising from  fiduciary  activities  together
 with  related  undertakings  to return such assets to  customers  are excluded from the
 consolidated  financial  statements.  Where the Group acts in a fiduciary  capacity such
as a nominee,  trustee,  or agent.

t)   Derivative financial instruments -

Derivative financial  instruments are initially recognized in the
balance sheet at cost (including  transaction costs) and subsequently are  remeasured  at
their fair value.  Fair values are obtained from market  exchange  rates or interest
 rates.  All  derivatives  are carried as assets when fair value is positive and as
liabilities when fair value is negative.

The difference between the strike price and its corresponding market
value is recorded in income.

Forward transactions,  while providing effective economic hedges
under the Groups risk management positions,  do not qualify for hedge accounting  under
the specific  rules in IAS 39 and are  therefore  treated as  derivatives  held for
trading with fair value gains and losses reported in income.

u)   Cash and cash equivalents -

For the purposes of the cash flow  statement,  cash and cash
 equivalents  comprise  balances with less than three months maturity from the date of
acquisition including: cash and balances with central banks, overnight deposits and
amounts due from banks.

v)   Financial statements as of December 31, 2001 and 2000 -

The financial statements as of December 31, 2001 and 2000 include
certain reclassifications for comparative purposes.

3       FOREIGN CURRENCIES AND EXCHANGE RISK EXPOSURE

Foreign  currency  transactions  are made at the free  market
 exchange  rates of the  countries  where  Credicorps  subsidiaries  are established.
 As of December 31, 2002 and 2001 the Groups assets and liabilities by currencies are as
follows:

|                                | 2002        | 2001           
|------------------------------- | ----------- | ---------------
|                                | U.S.dollars | Peruviannew sol
|                                |             |                
|                                | US$000      | US$000         
|Assets:                        
|Cash and due from banks         | 1,977,733   | 162,612        
|Trading securities              | 295,755     | 297,563        
|Loans                           | 3,568,523   | 630,184        
|Other assets                    | 770,093     | 86,477         
|                                |             |                
|                                | 6,612,104   | 1,176,836      
|                                |             |                
|Liabilities:                   
|Deposits and obligations        | 5,011,722   | 1,168,385      
|Due to banks and correspondents | 208,496     | 61,026         
|Bonds issued                    | 391,696     | 91,859         
|Other liabilities               | 494,996     | 110,403        
|                                |             |                
|                                | 6,106,910   | 1,431,673      
|                                |             |                
|Net position                    | 505,194     | (254,837)      
|                                |             |                

As of December 31, 2002, the weighted  average free market buying
and selling  exchange rates  established by the SBS were S/.3.515 and S/.3.513 per US$1,
respectively (S/.3.441 and S/.3.446 per US$1 as of December 31, 2001, respectively).

4       CASH AND DUE FROM BANKS

As of December 31, 2002, Due from banks includes  approximately
 US$1,080 million  corresponding to an overnight operation deposited in Central Bank of
Reserve of Peru-BCRP  (US$1  billion as of December 31,  2001),  which bears  interest at
an annual  effective  rate of 1.25%  (2.29% as of December 31,  2001).  In  addition,
 this account  includes  approximately  US$414.1  million and S/.250.8  million (US$214.3
 million and S/.238.1  million as of December 31, 2001)  related to the legal  reserve
that the banks in Peru are required to maintain as guarantee  for the deposits  received
 from third  parties.  This legal  reserve can be  maintained in the banks vaults or
deposited  in the BCRP.  The  deposits  in  Peruvian  new soles are subject to a minimum
 cash  reserve of 6% and the  deposits in U.S. dollars are subject to a minimum  cash
 reserve of 6% plus an  additional  cash reserve  which  averaged  30%.  These
 additional  cash reserves in U.S. dollars earn interest at a rate equivalent to the
LIBOR three month rate less 1/8 of one percent.

5       TRADING SECURITIES

At December 31, this account comprises:

|                                                 | 2002    | 2001   
|------------------------------------------------ | ------- | -------
|                                                 | US$000  | US$000 
|                                                
|Peruvian Central Bank Certificates               | 184,033 | 91,624 
|Peruvian Treasury Bonds                          | 96,109  | 29,205 
|Corporate and leasing bonds                      | 62,596  | 79,727 
|Treasury bonds of other countries                | 50,075  | 9,482  
|Debt issued by Central Banks of other countries  | 49,809  | 139,156
|Bonds of international institutions              | 42,082  | -      
|Mutual funds                                     | 36,314  | 27,602 
|Listed equity securities                         | 15,128  | 29,797 
|Repos                                            | 23,895  | -      
|Negotiable certificates of deposits              | 16,883  | 105,534
|Investments in financial institutions of Bolivia | 13,501  | -      
|Negotiable notes                                 | 1,675   | 14,258 
|Investment issued by listed entities in Colombia | -       | 1,774  
|Other investments                                | 13,004  | 19,979 
|                                                 |         |        
|                                                 | 605,104 | 548,138
|                                                 |         |        

Peruvian  Central Bank  certificates  are short-term  marketable
 bearer bonds,  which have been acquired  through  public  auctions at interest rates
offered by financial  institutions.  The annual  interest rates in local currency vary
from 3.54% to 6.21% (between 4.5% to 13.94% in 2001) which is determined by the BCRP at
each auction.

Peruvian Treasury Bonds bear annual interest which vary from 6.53%
to 10.37% with maturities between September 2003 and December 2015.

Corporate bonds for US$55.1  million  (US$63.5  million as of
December 31, 2001) have maturities  between 2003 and 2011 and bear annual effective
 interest  rates which vary  between  3.46% to 13.56% for bonds issued in Peruvian new
soles and 4.37% to 13.63% for bonds in U.S.  dollars.  Leasing bonds  correspond to bonds
in U.S.  dollars for US$7.4 million  (US$16.2  million as of December 31, 2001) with
maturities in 2004 and bear annual effective interest rates which vary from 7.5% to 8%.

Treasury bonds of other countries  include US$17.5 million of
securities  issued by the government of the United States of America with maturities
between July 2003 and June 2005. The annual interest rates vary from 2.90% to 5.91%.

Bonds of international  financial  institutions comprise debt
securities issued by Corporacion Andina de Fomento which were acquired in the secondary
 market by the Group with maturities  between  February 2003 and March 2004. The annual
interest rates vary from 6.75% to 8.87%.

Repos  include  transactions  entered into with BCRP.  They are debt
 securities  given by the Group as  guarantees of due to banks and correspondents (Note
11); mature on January 2, 2003 and bear annual interest rates which vary from 3.06 % to
3.61 %.

6        LOANS

a)   At December 31, this account comprises:

|                                  | 2002      | 2001
|--------------------------------- | --------- | ----
|                                  | US$000    | %   
|                                 
|Loans                             | 3,268,103 | 74  
|Discounted notes                  | 180,314   | 4   
|Advances and overdrafts           | 169,132   | 4   
|Leasing receivables               | 491,666   | 11  
|Factoring receivables             | 62,302    | 1   
|Refinanced loans                  | 330,842   | 8   
|Past due loans and under judicial
|collection (see paragraph e)      | 406,135   | 9   
|                                  |           |     
|                                  | 4,908,494 | 111 
|Less unearned interest            | (90,831)  | (2) 
|                                  |           |     
|                                  | 4,817,663 | 109 
|Less reserve for loan losses      | (424,031) | (9) 
|                                  |           |     
|                                  | 4,393,632 | 100 
|                                  |           |     

Interest rates on loans are set considering the rates prevailing in
the markets where the Groups subsidiaries operate.

|b) | Interest rates on each product of credits portfolio are set by the Group considering the rates prevailing in the market. During year the main annual average interest rates were:
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 2002                   
|----------------------- | -----------------------
|                        | Loans in local currency
|                        | Peru                   
|                        | %                      
|                       
|Commercial loans        | 7.5                    
|Discounted notes        | 12.5                   
|Advances and overdrafts | 30.8                   
|Leasing receivables     | 11.8                   
|Factoring receivables   | 27.4                   
|Consumer loans          | 47.9                   
|Mortgage loans          | -                      

|                        | 2001                   
|----------------------- | -----------------------
|                        | Loans in local currency
|                        | Peru                   
|                        | %                      
|                       
|Commercial loans        | 14.6                   
|Discounted notes        | 24.5                   
|Advances and overdrafts | 46.2                   
|Leasing receivables     | 8.5                    
|Factoring receivables   | 20.5                   
|Consumer loans          | 47.7                   
|Mortgage loans          | -                      

|c) | At December 31, the credit risk classification of the Groups loan portfolio is as follows:
|-- | -------------------------------------------------------------------------------------------

|            | 2002      | 2001
|----------- | --------- | ----
|
|            |           |     
|            | US$000    | %   
|           
|Normal      | 3,543,152 | 74  
|Potential  
|problems    | 456,056   | 9   
|Substandard | 334,423   | 7   
|Doubtful    | 239,101   | 5   
|Loss        | 244,931   | 5   
|            | 4,817,663 | 100 

The indirect credit portfolio is described in Note 18.

|d) | The direct credit portfolio by industry as of December 31, is as follows:
|-- | -------------------------------------------------------------------------

|                                          | 2002      | 2001
|----------------------------------------- | --------- | ----
|                                          | US$000    | %   
|                                         
|Manufacturing                             | 1,592,191 | 33  
|Commerce                                  | 617,491   | 13  
|Consumer loans                            | 522,998   | 11  
|Utilities                                 | 302,976   | 6   
|Realty business and leasing services      | 281,753   | 6   
|Mining                                    | 227,879   | 5   
|Financial services                        | 210,404   | 4   
|Communication, storage and transportation | 209,174   | 4   
|Agriculture                               | 158,500   | 3   
|Fishing                                   | 104,604   | 2   
|Construction                              | 86,632    | 2   
|Education, health and other services      | 93,851    | 2   
|Other                                     | 409,210   | 9   
|                                          |           |     
|                                          | 4,817,663 | 100 
|                                          |           |     

|e) | At December 31, past due loans and in under judicial collection are as follows:
|-- | -------------------------------------------------------------------------------

|                            | 2002    | 2001
|--------------------------- | ------- | ----
|                            | US$000  | %   
|                           
|Past due up to 4 months     | 82,259  | 20  
|Past due more than 4 months | 91,028  | 23  
|In judicial collection      | 232,848 | 57  
|                            |         |     
|                            | 406,135 | 100 
|                            |         |     

In accordance  with the Groups  accounting  policies,  interest on
past due loans and loans in judicial  collection  are recognized at their estimated
 recoverable  value which is calculated using the interest rate that was used to discount
the future cash flows for the purpose of  measuring  the  recoverable  amount of the
 principal.  As of  December  31,  2002 and 2001,  the  interest  income and its
respective  allowance  that had been  recorded  for these  credits  amount  approximately
 to  US$28.3  million  and  US$22.7  million, respectively.

|f) | The changes in the reserve for loan losses are summarized as follows:
|-- | ---------------------------------------------------------------------

|                                       | For the years ended December 31,
|-------------------------------------- | --------------------------------
|                                       |                                 
|                                       | 2002                            
|                                       |                                 
|                                       | US$000                          
|                                      
|Balances as of January 1               | 344,433                         
|Provision                              | 99,596                          
|Recoveries of loans written-off        | 12,050                          
|Reserve of loan portfolio of BSCH Peru | 122,841                         
|Loan portfolio sold and write-offs     | (150,102)                       
|Foreign exchange adjustment            | (4,787)                         
|                                       |                                 
|Balances as of December 31             | 424,031                         
|                                       |                                 

The Group recognizes possible losses on loans through a provision
estimated in accordance with the policy described in Note 2-f).

The credit portfolio of BSCH Peru was recorded at its net realizable
 value; the principal amount and the  corresponding  provision for loan losses are
recorded in separate accounts for internal control purposes.

On the basis of SBS  authorizations  given to financial
 institutions in Peru, BCP and certain of its  subsidiaries  recorded a special reserve
 for the  generic  provision  of the  loan  portfolio  classified  as  normal.  The
 special  reserve  is  accounted  for as an appropriation  of retained  earnings in the
 accompanying  consolidated  financial  statements.  As of December  31, 2002 such
 special reserve  amounted to US$7.5 million (US$7.5 million and US$14.2  million as of
December 31, 2001 and 2000,  respectively).  During 2001 Credicorp  recorded a recovery
of this reserve of US$6.7  million,  which in the  consolidated  statement  of changes in
 shareholdersequity is treated as a decrease in the reserve and an increase in Retained
 earnings  without  affecting  the results of  operations or the total of Shareholders equity
(reserve of US$4.7 million in 2000) (Note 13-d).

Management  considers  that the  provision  recorded at December 31,
2002 and 2001 is sufficient to cover any eventual loss on loans in the process of
collection.

|g) | Loan collaterized by commercial and mortgage loan portfolio -
|-- | -------------------------------------------------------------

On December 6, 2002, BCP entered into a purchase-sale agreement with
a Peruvian financial entity, as follows:

| | Purchase of a commercial loan portfolio up to US$30 million, of which BCP acquired US$24.8 million as of December 31, 2002. As part of the agreement BCP designated the same Peruvian  financial entity as the collection  agency.  BCP granted a repurchase option
to the  Peruvian  financial  entity that could be  exercised  until March 6, 2003.  Also,  the Peruvian  financial  entity  accepted to
repurchase the past due loans The price to pay for each  repurchased  loan by the Peruvian  financial  entity will be the initial price
of  acquisition  plus a premium  equivalent  to an annual  effective  interest  rate of 5%. As of December  31, 2002 the balance of the
commercial  loan  portfolio  acquired  amounts to US$10.2  million  (S/.36  million).  The Peruvian  financial  entity has  repurchased
commercial loans amounting to US$14.6 million as of December 31, 2002.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Purchase of a mortgage loan portfolio up to US$100 million, of which BCP acquired US$72.2 million as of December 31, 2002. The terms of the agreement  consider the collection by BCP of a disbursement  commission of 0.5% as well as an amount  withheld as a guarantee of
15% of the principal of mortgage loans acquired, which is deposited in a demand deposit with BCP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

As part of the agreement BCP designated the Peruvian  financial
entity as the collection  agency.  BCP also granted a repurchase option to the Peruvian
 financial entity that could be exercised until March 6, 2003 and,  extendable until June
6, 2003 at the request of the Peruvian  financial  entity.  The price to pay by the
Peruvian  financial entity for each repurchased loan will be the initial price of
acquisition  plus a premium  equivalent  to an annual  effective  interest  rate of 5%.
As of  December  31,  2002 the  balance  of the acquired mortgage credit portfolio
amounts to US$71.2 million.

These  operations  have been  recorded as a commercial  loan
 granted to the Peruvian  financial  entity  which are  collaterized  with abovementioned
commercial and mortgage loan portfolio.

|h) | Loans are secured by guarantees granted by customers comprising mortgages, performance bonds, securities and industrial and commercial liens.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------
|  
|i) | Maturities of loans are shown in Note 20.                                                                                                    

7    INVESTMENTS AVAILABLE-FOR-SALE

At December 31, this caption comprises:

|                                                  | 2002    | 2001   
|------------------------------------------------- | ------- | -------
|                                                  |         |        
|                                                  | US$000  | US$000 
|                                                 
|Corporate, subordinated and leasing bonds (a)     | 304,771 | 303,964
|Listed equity securities                          | 99,124  | 39,753 
|Other equity securities                           | 46,078  | 82,527 
|Investments in Peruvian foreign debt              | 44,172  | 49,467 
|Mutual funds                                      | 22,338  | 23,779 
|Investments in foreign debt of other countries    | 23,187  | 26,739 
|Bonds of agencies of the United States government | 22,209  | -      
|Debt issued by Central Banks of other countries   | 17,769  | 10,000 
|Investments in financial institutions in Bolivia  | 19,729  | 9,167  
|Negotiable notes                                  | 16,264  | 18,095 
|Other                                             | 19,643  | 23,858 
|                                                  |         |        
|                                                  | 635,284 | 587,349
|                                                  |         |        

|(a) | As of December 31, 2002 includes corporate bonds for US$294.2 million, leasing bonds for US$6.3 million and subordinated bonds for US$4.3 million (US$274.8 million, US$24.8 million and US$4.3 million, respectively, as of December 31, 2001).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Debt  securities  have been acquired at prices and rates  prevailing
in the market at the date of purchase.  Annual interest rates vary from 5.81% to 7.93%
for debt  securities in Peruvian new soles and 1.33% to 12.91% for debt securities in
U.S.  dollars  (between 6.19% to 8.92% and 7.64% to 14.09%, respectively, in 2001).

In 2001, PPS sold  10,684,831  shares of Union de Cervecerias
 Peruanas  Backus y Johnston S.A. on the Lima Stock Exchange for US$109.9 million,
 generating a tax-free  gain of US$30.7  million,  which is included in the caption Net
gain from sales of  securities  in the consolidated statement of income.

In November 1999, ICSA sold on the Lima Stock Exchange its
 participation in a company which managed a pension fund for  US$53,634,000, generating a
gain of  US$46,567,000,  which is included in the caption Net gain from sales of
securities in the consolidated  statement of  income.  The  Group is  responsible  up to
the  percentage  of  ownership  that it sold  for the  liabilities,  obligations,  other
responsibilities  or  contingencies  that occurred  prior to the date of transfer and
were not recorded in the financial  statements at that date. The  responsibility is for
two years as from the date of sale,  except for taxes and labor and social  liabilities
which can be claimed until their date of  prescription  (between 4 to 10 years as from
the date of the  obligation).  As of December 31, 2002 the Group has not assumed any
liabilities, obligations, responsibilities or contingencies related to this transaction.

Gains or losses on the sales of securities on the Lima Stock
Exchange are non-taxable income for tax purposes.

Maturities of investments available-for-sale are shown in Note 20.

8    PROPERTY, FURNITURE AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The movement of the property,  furniture and equipment and related
accumulated  depreciation for the year ended December 31, 2002 is as follows:

|                                 | Beginningbalances | Additionsat cost/applied toincome | Additionsfor purchaseof BSCHPeru | Disposedand/orsales | Endingbalances
|-------------------------------- | ----------------- | --------------------------------- | -------------------------------- | ------------------- | --------------
|                                 |                   |                                   |                                  |                     |               
|                                 | US$000            | US$000                            | US$000                           | US$000              | US$000        
|                                 |                   |                                   |                                  |                     |               
|Cost -                          
|Land                             | 26,856            | 200                               | 12,414                           | (326)               | 39,144        
|Building and other constructions | 248,822           | 3,188                             | 15,547                           | (1,816)             | 265,741       
|Installations                    | 57,253            | 4,232                             | 4,742                            | (468)               | 65,759        
|Computer equipment and other     | 188,859           | 10,476                            | 5,086                            | (1,302)             | 203,119       
|Equipment                        | 23,879            | 4,603                             | 2,359                            | (1,693)             | 29,148        
|Vehicles                         | 9,252             | 165                               | 158                              | (489)               | 9,086         
|                                 |                   |                                   |                                  |                     |               
|                                 | 554,921           | 22,864                            | 40,306                           | (6,094)             | 611,997       
|                                 |                   |                                   |                                  |                     |               
|                                
|Accumulated depreciation -      
|Building and other constructions | 107,388           | 7,191                             | 125                              | (357)               | 114,347       
|Installations                    | 31,823            | 4,168                             | 86                               | (518)               | 35,559        
|Computer equipment and other     | 137,273           | 14,728                            | 75                               | (1,315)             | 150,761       
|Equipment                        | 15,725            | 3,278                             | 154                              | (1,696)             | 17,461        
|Vehicles                         | 3,842             | 277                               | 20                               | (455)               | 3,684         
|                                 |                   |                                   |                                  |                     |               
|                                 | 296,051           | 29,642                            | 460                              | (4,341)             | 321,812       
|                                 |                   |                                   |                                  |                     |               
|Net cost                         | 258,870           |                                   |                                  |                     | 290,185       
|                                 |                   |                                   |                                  |                     |               

Banks, financial institutions and insurance companies located in
Peru are not allowed to pledge their fixed assets.

9    OTHER ASSETS AND OTHER LIABILITIES

At December 31, this caption comprises:

|                                                     | 2002    | 2001   
|---------------------------------------------------- | ------- | -------
|                                                     | US$000  | US$000 
|Other assets -                                      
|Interest, commissions and accounts receivable        | 118,035 | 155,113
|Accounts receivable for reverse repos                | 5,917   | 21,133 
|Transactions in progress (a)                         | 38,406  | 55,968 
|Deferred expenses (b)                                | 44,878  | 42,462 
|Intangibles, net (c)                                 | 22,200  | 29,496 
|Assets seized, net (d)                               | 108,999 | 80,015 
|Other                                                | 15,402  | 15,171 
|                                                     | 353,837 | 399,358
|                                                     |         |        
|Other liabilities -                                  |         |        
|Interest and other accounts payable                  | 82,736  | 81,176 
|Taxes, salaries and other personnel expenses payable | 24,940  | 15,252 
|Transactions in progress (a)                         | 47,763  | 52,767 
|Deferred tax liabilities (Note 15)                   | 12,227  | 14,342 
|Provision for contingencies (e)                      | 11,942  | 14,628 
|Dividends pending payment (f)                        | -       | 15,894 
|Deferred income                                      | 29,053  | 27,356 
|Provision for legal lawsuits                         | 8,049   | -      
|Other                                                | 4,288   | 1,335  
|                                                     | 220,998 | 222,750

a)   Transactions  in progress are related to  transactions
 realized  during the last days of the year,  which will be  transferred to      their
final balance sheet  accounts in the following  month.  Substantially  all of these
 transactions  do not affect the Groups      income.

b)       Deferred  expenses are those mainly related to prepaid
taxes for income tax amounting to US$21.8 million  (US$27.1  million as      of December
31, 2001) which can be applied against income tax liabilities in future periods.

c)       Intangibles comprise basically purchased software.

d)   At December 31, 2002 and 2001, the caption Assets seized
includes land,  buildings and machinery and equipment received in payment      of debts
which were in judicial  collection  process and which have been recorded at values which
 approximate those determined on      the basis of technical appraisals made by
independent professionals. This caption comprises:

|              | 2002     | 2001    
|------------- | -------- | --------
|              | US$000   | US$000  
|             
|Assets seized | 136,066  | 96,777  
|Provision     | (27,067) | (16,762)
|              | 108,999  | 80,015  

The changes in the provision for assets seized are summarized as
follows:

|                                           | For the years ended December 31,
|------------------------------------------ | --------------------------------
|                                           | 2002                            
|                                           | US$000                          
|                                          
|Balances as of January 1                   | 16,762                          
|Provision                                  | 15,094                          
|Amount recovered for sale of assets seized | (4,789)                         
|Other                                      | -                               
|Balances as of December 31                 | 27,067                          

Additionally,  as of December 31, 2002 and 2001 generic  provisions
 amounting to US$27.1 million  (US$14.5  million as of December     31,  2000) have been
 recorded as required by SBS (Note 13-d).  These  amounts have been  recorded as
 appropriations  to a special     reserve in the Shareholders equity.

e)   The changes in the provision for contingencies are summarized
as follows:

|                           | For the years ended December 31,
|-------------------------- | --------------------------------
|                           | 2002                            
|                           | US$000                          
|                          
|Balances as of January 1   | 14,628                          
|Provision (Note 16)        | 4,649                           
|Deductions                 | (7,335)                         
|Balances as of December 31 | 11,942                          

This provision mainly comprises the provisions for probable losses
to complement  insurance  coverage,  which correspond to claims      not covered by the
insurance companies as well as provisions for lawsuits against the Group.

f)   Dividends  pending payment as of December 31, 2001 correspond
 mainly to an extraordinary  dividend  declared in 2001 arising from      the gain
generated by the Group on the sale of the shares of Union de Cervecerias  Peruanas
 Backus y Johnston S.A (Note 7). These      dividends were paid in January 2002.

10   DEPOSITS AND OTHER OBLIGATIONS

a)       At December 31, this caption comprises:

|                                               | 2002    | 2001   
|---------------------------------------------- | ------- | -------
|                                               | US$000  | US$000 
|Non-interest bearing deposits and obligations:
|In Peru                                        | 762,013 | 597,686
|In other countries                             | 60,871  | 168,921
|Carried forward:                               | 822,884 | 766,607

|                                           | 2002      | 2001     
|------------------------------------------ | --------- | ---------
|                                           | US$000    | US$000   
|                                          
|Brought forward:                           | 822,884   | 766,607  
|Interest bearing deposits and obligations:
|In Peru                                    | 4,436,685 | 3,220,601
|In other countries                         | 1,121,631 | 1,556,150
|                                           | 5,558,316 | 4,776,751
|Total                                      | 6,381,200 | 5,543,358

b)   As of December 31, the balance of deposits and obligations
comprises:

|                                   | 2002      | 2001     
|---------------------------------- | --------- | ---------
|                                   | US$000    | US$000   
|                                  
|Saving deposits                    | 1,700,878 | 1,550,975
|Time deposits                      | 2,589,221 | 2,311,418
|Demand deposits                    | 1,455,608 | 1,042,143
|Severance indemnity deposits       | 552,174   | 528,168  
|Foreign currency bank certificates | 83,319    | 110,654  
|                                   | 6,381,200 | 5,543,358

As of December  31, 2002 the total amount of the  individual  time
 deposits and bank  certificates  in excess of  US$100,000  are      approximately
 US$1,507.7  million and US$33.1 million,  respectively  (US$1,522  million and US$29.7
million,  respectively as of      December 31, 2001).

c)   According to the Groups  policies,  during 2002 and 2001,
 interest on demand and saving  deposits and  obligations  were accrued      using a
growing scale of interest rate determined on the average  deposits  maintained.  Balances
below certain limits  previously      established for each product did not bear interest.
 Interest rates on each product of the credits  portfolio are set by the Group
     considering the rates prevailing in the market.  During years 2002 and 2001, the
annual average interest rates were:

|                                   | 2002             
|---------------------------------- | -----------------
|                                   | In local currency
|                                   | Peru             
|                                   | %                
|Saving deposits                    | 1.3              
|Time deposits                      | 5.3              
|Demand deposits                    | 0.6              
|Severance indemnity deposits       | 3.4              
|Foreign currency bank certificates | -                

|                                   | 2001             
|---------------------------------- | -----------------
|                                   | In local currency
|                                   | Peru             
|                                   | %                
|Saving deposits                    | 4.3              
|Time deposits                      | 10.9             
|Demand deposits                    | 2.2              
|Severance indemnity deposits       | 7.2              
|Foreign currency bank certificates | -                

d)   The bonds issued comprise:

|                   | 2002    | 2001   
|------------------ | ------- | -------
|                   | US$000  | US$000 
|                  
|Leasing bonds      | 350,191 | 166,748
|Corporate bonds    | 36,561  | 17,385 
|Mortgage bonds     | 28,454  | 25,000 
|Subordinated bonds | 68,349  | 55,555 
|                   | 483,555 | 264,688

Leasing bonds are issued in United States dollars with maturities
 between January 2003 and November 2010, bear an annual interest      rate that
fluctuates from 4.1% to 8.6% (between 3.8% to 9.5% in 2001) and are endorsed by assets
granted in leasing transactions.

Corporate  bonds are issued in Peruvian  new soles with  maturities
 between  March 2004 and August 2006 and bear an annual  fixed      interest  rate of
7.63% plus the Constant  updated  value  established  by BCRP (1.012 and 0.998 as of
December 31, 2002 and 2001,      respectively) and nominal interest rates that fluctuate
between 6.38% and 6.75%.

Mortgage bonds are issued in United States dollars with  maturities
up to ten years and bear annual  interest rates that fluctuate      between 7.44% and
7.94% (between 7.5% and 7.94% in 2001) and are  guaranteed by buildings  acquired by home
mortgage loans and the      cash flows received from them during their amortization.

Subordinated bonds correspond to bonds issued in Peruvian new soles
and U.S. dollars.  The payment of the principal depends on the      fulfillment  of the
 obligations  and do not have  guarantees.  The  principal  and the  interest  of the
 debt,  with  the  prior      authorization of SBS, can be used to reconstitute  losses
when the entities enter into a liquidation process or when SBS judges it      pertinent.
 These bonds bear an annual  interest rate that fluctuates  between 6.87% and 7.5% plus
the Constant  updated value and      8.25% plus the Daily  readjustment  rate determined
by the BCRP (between 5.25% plus the Constant  updated value and 7.25% plus the      Daily
readjustment rate in 2001), with maturities between August 2007 and October 2009.

e)   Maturities of deposits and obligations and bonds issued are
shown in Note 20.

11   DUE TO BANKS AND CORRESPONDENTS

At December 31, this caption comprises:

|                                | 2002    | 2001   
|------------------------------- | ------- | -------
|                                | Short-  | Long-  
|                                | term    | term   
|                                | US$000  | US$000 
|Due to banks and correspondents | 119,269 | 166,378
|Promotional credit lines        | 5,692   | 18,359 
|                                | 124,961 | 184,737

a)       The balance of the liabilities with banks and
correspondents corresponds to the following operations:

| | Bank loans obtained by the Group principally for financing foreign trade and working capital amounted to US$64.1 million and
US$71 million, respectively (US$119.4 million and US$56.7 million, respectively in 2001).
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During 2002, BCP paid banking and correspondents loans amounting to
approximately US$10 million (US$104.1 million in 2001).

| | Amount owed originating from a securitization transaction,  realized in November 1998, for up-to US$100 million, with maturity
     until November 2005, for the collection of the future inflows of BCP  corresponding  to the consumptions and cash advances made in
     Peru through the credit cards of Visa  International  issued by foreign banks. In this  transaction,  Bankers Trust Company of New
     York  acted as trustee  for the  securitization  operation.  This  obligation  will be paid for  through  the  transfers  of funds
     corresponding  to the future  inflows to be  received by BCP from Visa  International,  which will be  deposited  directly by Visa
     International in a special account managed by Bankers Trust Company.  This transaction  bears an annual interest rate of 6.44%. As
     of December 31, 2002 and 2001 the securitization obligation amounted to US$48.4 million and US$62.5 million, respectively.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition,  BCP has signed an insurance  policy with MBIA
 Insurance  Corporation  of New York which  guarantees the future cash      inflows to
pay the quarterly payments with maturities November 2005.

| | Amount owed originating from a  securitization  transaction  entered into during January 2001 by BCP for up to US$100 million,
     with maturity  until  January  2008,  corresponding  to the future  collection  of the orders of payment in United States  dollars
     related to the transfers of funds received from banks located  outside Peru  associated  with the Society for Worldwide  Interbank
     Financial  Telecommunications (Swift). In this transaction,  ING Barings acted as trustee for the securitization transaction.  The
     securitization  proceeds were paid in January 2001 to the Group.  This  transaction  bears a monthly interest rate that fluctuates
     between 2.17% and 6.28% (between 2.19% and 5.9% in 2001). As of December 31, 2002 and 2001 the balance of this obligation  amounts
     to US$78.2 million and US$90.9 million, respectively.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Amount due to BCRP for US$23.9 million which is
guaranteed with trading securities (Note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

Due to banks and correspondents  bear interest at international
 market rates that fluctuate between 2.45% and 4.16% (between 4.17% and 7.38% in 2001)
and do not have  specific  guarantees.  In  addition,  the  credit  agreements  include
 certain  covenants  related  to compliance of financial ratios and other specific
conditions, which the Group considers have been fully complied with.

b)       Promotional  credit  lines  represent  loans  granted  to
BCP by  Corporacion  Financiera  de  Desarrollo  (COFIDE)  and Banco      Interamericano
 de Desarrollo  (BID),  for promoting the  development  of the Republic of Peru.  These
lines of credit bear annual      interest rates that fluctuate  between 3.97% and 5.5%
and are guaranteed  with a loan portfolio  amounting to US$18.4  million and      US$24
 million as of December  31, 2002 and 2001,  respectively,  and include  covenants
 specifying  the use of funds,  financial      conditions that the borrower must maintain
and other administrative matters.

At December 31, 2002 and 2001, the Group had credit lines available
from correspondent  banks totaling  approximately  US$1,200 million and US$1,600 million,
respectively.

Maturities of due to banks and correspondents are shown in Note 20.

12   REINSURANCE PAYABLE

In the ordinary course of its business PPS, Credicorps  subsidiary,
 engages in insurance  activities,  transfers reinsurance to other insurance companies to
share the risk of its insurance  contracts and to limit the potential losses arising from
significant  coverage. PPS is ultimately responsible for the payment of claims to the
policyholder if the reinsurer is unable to meet its obligations.

Reinsurance includes shared quotas,  excess of loss and facultative
 reinsurance.  Amounts recoverable from reinsurers are estimated on a basis consistent
with the associated claim liabilities and are presented as a component of reinsured
assets.

Net premiums earned for the three years ended December 31, 2002 are
as follows:

|                                | Grossamount | Ceded toothercompanies | Assumedfrom othercompanies | Net pre-miumsearned | Percentageof amountassumed onnet premiums
|------------------------------- | ----------- | ---------------------- | -------------------------- | ------------------- | -----------------------------------------
|                                | US$000      | US$000                 | US$000                     | US$000              |                                          
|As of December 31, 2002        
|                               
|Life insurance                  | 36,395      | (2,094)                | 268                        | 34,569              | 0.77                                     
|Accident and health insurance   | 46,461      | (1,682)                | 15                         | 44,794              | 0.03                                     
|Property and casualty insurance | 110,452     | (68,861)               | 4,264                      | 45,855              | 9.30                                     
|Total premiums                  | 193,308     | (72,637)               | 4,547                      | 125,218             | 3.63                                     
|                               
|As of December 31, 2001        
|                               
|Life insurance                  | 33,083      | (2,532)                | 452                        | 31,003              | 1.46                                     
|Accident and health insurance   | 41,097      | (1,258)                | 12                         | 39,851              | 0.03                                     
|Property and casualty insurance | 89,688      | (49,955)               | 1,617                      | 41,350              | 3.91                                     
|Total premiums                  | 163,868     | (53,745)               | 2,081                      | 112,204             | 1.85                                     
|                               
|As of December 31, 2000        
|                               
|Life insurance                  | 30,356      | (1,432)                | 307                        | 29,231              | 1.05                                     
|Accident and health insurance   | 44,013      | (990)                  | 12                         | 43,035              | 0.03                                     
|Property and casualty insurance | 72,593      | (32,492)               | 1,028                      | 41,129              | 2.50                                     
|Total premiums                  | 146,962     | (34,914)               | 1,347                      | 113,395             | 1.19                                     

13   SHAREHOLDERS EQUITY

a)   Common shares -

As of December 31, 2002,  2001 and 2000,  the capital stock is
 represented by 94,382,317  outstanding  common shares,  with a par      value of US$5
each one.

b)   Treasury stock -

Treasury  stock  corresponds  to the nominal value of  Credicorps
 shares owned by Group  companies,  which amounts to 14,634,925      shares at December
31, 2002  (14,920,825  shares at December 31, 2001).  The difference  between the
acquisition  cost of US$186.5      million and their par value of US$73.2 million is
recorded as a capital surplus.

c)   Legal reserves -

In accordance with the law that regulate financial and insurance
 activities,  BCP and PPS are required to form a reserve of up to      at least 35% of
their paid-in capital through annual transfers of at least 10% of their net income.

Additionally,  PPS must maintain a legal guarantee reserve
 equivalent to 35% of its solvency equity, as defined in such law, as a      guarantee
fund.

d)   Special reserve -

This reserve  comprises the generic  provisions for loans of US$7.5
million and for assets seized of US$27.1  million,  which have      been recorded as
required by SBS.

e)   Retained earnings -

During 2002 and 2001,  Credicorp paid cash dividends of
approximately US$16 million and US$8 million,  respectively.  In addition,      in 2001
the Board of Directors  agreed to distribute an  extraordinary  dividend of
 approximately  US$15.9 million related to the      gain generated by the Group on the
sale of the Union de Cerveceras Peruanas Backus y Johnston S.A. shares (Note 9-f).

Beginning in 2003,  dividends to be distributed  in Peru in favor of
 shareholders  different than entities  domiciled in Peru are      subject to a 4.1%
income tax.  This tax should be withheld and paid by the Group.

14       STOCK OPTION PLAN

Credicorp has a stock option plan for certain key  executives  and
 employees who have at least one years  service in Credicorp or any of its
 subsidiaries.  The options  expire  after eight (8) years and 25% of the shares  granted
 may be  exercised  during each of the first four years of the plan.  At the end of the
 fourth  year and until the  expiration  date of the  option,  all or a portion of the
options that are still  outstanding  under the plan may be  exercised  at any time.  As
of December 31, 2002 and 2001 only 1,250 shares had been acquired under the Stock Option
Plan.

The number of options outstanding and the option price of such
shares at December 31, 2002 and 2001 are as follows:

|     | Number of | Price of the option
|---- | --------- | -------------------
|Year | shares    | 2002               
|     |           | US$                
|     |          
|1999 | 475,000   | 9.09               
|2000 | 534,000   | 10.25              
|2001 | 571,750   | 7.05               
|2002 | 575,000   | 8.73               

In 2002 and 2001, the Group has registered a provision
 corresponding to the difference  between the price of the option and the quoted price at
the balance  date for those  options  that could be executed.  The quoted  price of the
 Credicorps  shares in the Lima Stock Exchange as of December 31 2002 and 2001 was
US$9.4 and US$8.75, respectively.

In 2002, the prices of the options were modified and informed to the
executives of the Group.

15       TAX SITUATION

a)       Credicorp is not subject to any type of income taxes, nor
taxes on capital gains, equity or property.

The Peruvian  subsidiaries  are subject to corporate  taxation on
income under the Peruvian Tax system.  The statutory  income tax      rate  payable in
Peru is 27% of taxable  income (as of December 31, 2001 the income tax rate was 30% which
could be reduced to 20%      for the re-invested portion of the taxable income of the
subsidiaries).

ASHC and its subsidiaries  are not subject to taxes in the
Cayman Islands nor Panama.  For the years ended December 31, 2002, 2001      and 2000, no
taxable income was generated from its operations in the United States of America.

A  reconciliation  of the differences  between the statutory  income
tax rate and the effective tax rate for the Group is shown as      follows:

|                                                      | 2002 | 2001 | 2000
|----------------------------------------------------- | ---- | ---- | ----
|                                                      | %    | %    | %   
|Peruvian statutory tax rate                           | 27   | 30   | 30  
|Increase (decrease) in the statutory tax rate due to:
|                                                     
|i) Increase (decrease) arising from net income       
|of subsidiaries not domiciled in Peru                 | 8    | 2    | (2) 
|ii) Non-taxable costs and income, net                 | 3    | (9)  | 2   
|iii)Adjustment of deferred income tax for change     
|in rate from 20% to 27% in 2001 and from             
|30% to 20% in 2000                                    | -    | 3    | (9) 
|Effective income tax rate                             | 38   | 26   | 21  

b)   In 2002 and 2001 the deferred  income tax has been  calculated
on all temporary  differences  applied at a combined rate of 30.65%      (24% in 2000).
This combined rate is determined  considering that the workers profit sharing is
considered  deductible for income      tax purpose. The income tax expense analysis as of
December 31, 2002, 2001 and 2000, is as follows:

|                                       | 2002    | 2001   | 2000   
|-------------------------------------- | ------- | ------ | -------
|                                       | US$000  | US$000 | US$000 
|Current:                              
|Peruvian                               | 34,344  | 23,266 | 5,565  
|In other countries                     | 399     | 347    | 402    
|                                       | 34,743  | 23,613 | 5,967  
|Deferred:                             
|Peruvian                               | (2,115) | 392    | 3,735  
|Adjustment of deferred income tax for 
|change in rate from 20% to 27% in 2001
|and from 30% to 20% in 2000            | -       | 1,130  | (3,578)
|                                       | (2,115) | 1,522  | 157    
|Total                                  | 32,628  | 25,135 | 6,124  

A portion of the Groups deferred tax asset arises from the generic
 provisions for  contingencies  and for loan losses.  In accordance with  Peruvian  tax
 regulations,  generic  provisions  are not  deductible  for income tax  purposes  until
 transferred  to  specific provisions;  therefore,  the Group has recorded an accumulated
deferred tax asset (including the effect of the workers profit sharing) to reflect the
future tax benefit of the deduction of these provisions.

The  Groups  deferred  tax  liability  arises  principally  from
the  depreciation  of  certain  buildings  of BCP and PPS that is not acceptable for tax
purposes and from leasing operations.

The following table shows a summary of the Groups deferred income
taxes:

|                                        | As of December 31
|--------------------------------------- | -----------------
|                                        | 2002             
|                                        | US$000           
|Assets                                  |                  
|Reserve for loan losses                 | 5,693            
|Reserve for contingencies               | 4,462            
|Tax benefits and other                  | 567              
|Deferred tax loss carry-forward         | 2,136            
|Total deferred tax assets               | 12,858           
|Tax loss carry-forward of ASHC-Miami    | 4,831            
|Provision of deferred tax corresponding
|to the tax loss carry-forward           | (4,831)          
|Net deferred income tax assets          | 12,858           
|                                       
|Liabilities                            
|Fixed assets                            | (8,412)          
|Intangibles                             | (5,621)          
|Leasing operations                      | (4,430)          
|Provision for assets seized             | (2,131)          
|Other                                   | (4,491)          
|Deferred income tax liabilities         | (25,085)         
|Net deferred income tax liabilities     | (12,227)         

c)       As of December 31, 2002 and 2001,  ASHCs Miami agency had
United States  federal tax loss  carryforwards  available to reduce      future  taxable
 income,  if any, of  approximately  US$17.9 and US$18.7  million,  respectively,  which
expire up to 2020.  As of      December 31, 2002 and 2001, the Miami Agency did not have
any net deferred tax assets reflected on its financial  statements,  due      to the
 uncertainly  regarding the Agencys  ability to generate future federal and state
taxable income needed to utilize the net      deferred tax assets, which primarily relate
to the United States federal tax loss carry-forward and the allowance for loan losses.

d)   The  Peruvian  tax  authorities  have the right to review  and,
 if  necessary,  amend the  annual  tax  returns  of the  Peruvian      subsidiaries.
 Fiscal years 2000 through 2002, inclusive, are pending review by the tax authorities.
Any additional tax arising as      a result of examination by the tax authorities will be
charged to income of the year when such tax is determined.  At present,  it      is not
possible to estimate the adjustments  that the tax authorities  may determine.  However,
 in the opinion of the Management,      it is not expected that any  additional
 assessments  will be determined in amounts  considered  significant  to the
 consolidated      financial statements.

16       OTHER INCOME AND EXPENSES

For the three years ended December 31, 2002, these captions comprise:

|                                                          | 2002   | 2001   | 2000  
|--------------------------------------------------------- | ------ | ------ | ------
|                                                          | US$000 | US$000 | US$000
|Other income -                                           
|Real estate rental income                                 | 687    | 877    | 1,168 
|Income from the sale of assets seized                     | 146    | 2,142  | 11,834
|Income from the sale of fixed assets                      | 424    | 271    | 3,276 
|Recoveries of other accounts receivable and other assets  | 5,213  | 5,307  | 5,777 
|Recoveries of provisions for legal lawsuits and insurance | 4,337  | -      | -     
|Other                                                     | 844    | 3,933  | 5,948 
|                                                          | 11,651 | 12,530 | 28,003
|Other expenses -                                         
|Commissions                                               | 10,449 | 10,537 | 5,748 
|Provision for contingencies (Note 9-e)                    | 4,649  | 13,317 | 6,337 
|Provisions for other operational expenses                 | 1,907  | 3,392  | 845   
|Provisions for other account receivables                  | 5,033  | 5,862  | 3,666 
|Other fees for advisory services received                 | 970    | 372    | 1,259 
|Other                                                     | 4,743  | 1,139  | 3,262 
|                                                          | 27,751 | 34,619 | 21,117

17
                                                              EARNINGS PER SHARE

The earnings per common share have been determined as follows:

|                                                   | 2002         | 2001         | 2000        
|-------------------------------------------------- | ------------ | ------------ | ------------
|Number of outstanding shares:                     
|Common shares                                      | 94,382,317   | 94,382,317   | 94,382,317  
|Less: treasury shares                              | (14,634,925) | (14,920,825) | (14,261,000)
|Total outstanding shares                           | 79,747,392   | 79,461,492   | 80,121,317  
|Net income (in thousands of United States dollars) | 42,383       | 54,513       | 17,696      
|Earnings per share (in United States dollars)      | 0.53         | 0.69         | 0.22        

18       OFF-BALANCE SHEET ACCOUNTS

A breakdown of the off-balance sheet accounts is as follows:

|                                            | 2002       | 2001      
|------------------------------------------- | ---------- | ----------
|                                            | US$000     | US$000    
|Contingent accounts -                      
|                                           
|Contingent credits                         
|Guarantees and performance bonds            | 816,844    | 680,335   
|Export letters of credit                    | 21,503     | 6,631     
|Import letters of credit and other          | 118,583    | 28,679    
|                                            | 956,930    | 715,645   
|Other                                       | 275,306    | 225,233   
|Carried forward:                            | 1,232,236  | 940,878   
|Brought forward:                            | 1,232,236  | 940,878   
|Other off-balance sheet accounts -         
|Collateral accepted and guarantees received | 7,542,219  | 5,545,177 
|Collections on behalf of third parties      | 1,244,579  | 1,831,906 
|Securities in custody                       | 4,953,725  | 4,141,384 
|Loans written-off                           | 1,543,907  | 1,018,055 
|Leasing transactions                        | 1,752,781  | 604,846   
|Assigned value of goods in trusteeship      | 640,256    | 295,909   
|Tax value of assets                         | 316,866    | 299,332   
|Other                                       | 2,257,921  | 1,237,253 
|                                            | 20,252,254 | 14,973,862
|Total                                       | 21,484,490 | 15,914,740

The balance of the caption Collateral accepted and guarantees
 received represents  collateral received recorded at the agreed value as of the date of
the loan contract.  This balance does not  necessarily  represent the fair market value
of the collateral  maintained by the Group.  The)  collateral  accepted and guarantees
 received do not have a specific date of expiration,  for what they are effective until
the Bank lifts the corresponding obligation.

In the normal course of its business,  the Groups banking
 subsidiaries are party to transactions  with off-balance  sheet risk. These transactions
expose the Groups banking subsidiaries to credit risk in addition to the amounts
recognized in the balance sheet.

Credit risk for off-balance  sheet financial  instruments is defined
as the possibility of sustaining a loss because any other party to a financial
 instrument fails to perform in accordance with the terms of the contract.  Exposure to
credit losses under  commitments to extend credit,  export and import letters of credit
and guarantees is represented by the contractual amount of these  instruments.  The Group
uses the same credit  policies in making  commitments and conditional  obligations as it
does for on-balance  sheet  instruments, including the  requirement  to obtain
 collateral to support  off-balance  sheet  financial  instruments  when it is deemed
 necessary. Collateral held varies, but may include deposits held in financial
institutions, securities or other assets.

Since many of the  off-balance  sheet  financial  instruments  are
expected to expire without being called upon,  the total  commitment amounts do not
necessarily represent future cash requirements.

Export and import letters of credit and guarantees are  conditional
 commitments  issued by the Group to guarantee the performance of a customer to a third
party.  Export and import letters of credit are primarily  issued as credit  enhancements
 for overseas  commercial transaction. Risks associated with these credits are reduced by
the participation of third parties.

Management does not anticipate that any material loss will arise
from its existing commitments and contingencies.

Fiduciary activities -

The Group  provides  investment  management to third parties which
involve the Group in allocation,  purchase and selling  decisions of investments on
behalf of these third parties.  Those assets that are held in a fiduciary  capacity are
not included in the consolidated financial statements.

Assets managed on behalf of customers of the Group comprise
 buildings and future cash flows of  collections.  As of December 31, 2002, the assigned
value of the financial assets under administration amounts to approximately US$640
million (US$295.9 million in 2001).

In addition,  as of December 31, 2002 the net equity of the
investment  mutual funds managed by the subsidiaries of the Group amount to approximately
US$904.8 million (US$696.4 million in 2001).

19       FINANCIAL INFORMATION BY INDUSTRY AND GEOGRAPHICAL AREA

The Group is organized on the base of two main lines of business:
banking and insurance.

The banking business  includes  services  related with loans and
other credit  facilities to corporate  clients,  consumer and mortgage credits, debit and
credit cards, savings and deposits, overdrafts, custody services, among others.

The  insurance  business  includes  the  issuance of policies of
 insurance  to cover  claims that  clients can suffer,  such as fires, vehicles,
transport, personal accidents and life insurance, among others.

Other  activities  developed  by  the  Group  comprise
 intermediation  activities  in  the  Peruvian  stock  market,  trusteeship  and
administration of funds.

The operations between the business segments are carried out under
normal terms and conditions of business.

The following  table  presents the Groups  financial  information
 by industry  (primary  segment) and  geographical  area  (secondary segment) for the
three years ended December 31, 2002:

a)   Segments of business by industry- (amounts expressed in
millions of U.S. dollars)

|                    | Externalrevenues | Revenuesfrom othersegments | Eli-mina-tions | Totalrevenues | Opera-ting in-come (*) | Totalassets | Fixedassets | Deprecia-tion andamortization | Otherprovi-sions (**)
|------------------- | ---------------- | -------------------------- | -------------- | ------------- | ---------------------- | ----------- | ----------- | ----------------------------- | ---------------------
|                    |                  |                            |                |               |                        |             |             |                               |                      
|2002 -             
|Banking             | 697              | 38                         | (38)           | 697           | 343                    | 7,658       | 257         | 33                            | 115                  
|Insurance           | 145              | 12                         | (12)           | 145           | 27                     | 408         | 31          | 4                             | -                    
|Brokerage and other | 26               | 76                         | (76)           | 26            | 11                     | 551         | 2           | 4                             | -                    
|Consolidated total  | 868              | 126                        | (126)          | 868           | 381                    | 8,617       | 290         | 41                            | 115                  
|2001 -             
|Banking             | 820              | 38                         | (38)           | 820           | 364                    | 6,628       | 221         | 34                            | 127                  
|Insurance           | 151              | 11                         | (11)           | 151           | 15                     | 395         | 33          | 4                             | -                    
|Brokerage and other | 52               | 77                         | (77)           | 52            | 12                     | 559         | 5           | 5                             | -                    
|Consolidated total  | 1,023            | 126                        | (126)          | 1,023         | 391                    | 7,582       | 259         | 43                            | 127                  
|2000 -             
|Banking             | 908              | 49                         | (49)           | 908           | 334                    | 6,136       | 229         | 36                            | 193                  
|Insurance           | 124              | 7                          | (7)            | 124           | 21                     | 261         | 34          | 4                             | -                    
|Brokerage and other | 50               | 5                          | (5)            | 50            | 40                     | 1,226       | 1           | 4                             | -                    
|Consolidated total  | 1,082            | 61                         | (61)           | 1,082         | 395                    | 7,623       | 264         | 44                            | 193                  

b)   Segment information by geographical area - (amounts expressed
in million of U.S. dollars)

|                         | 2002           | 2001                   | 2000       
|------------------------ | -------------- | ---------------------- | -----------
|                         | Totalreve-nues | Opera-ting in-come (*) | Totalassets
|Peru                     | 714            | 332                    | 6,796      
|Panama                   | 2              | 2                      | 72         
|Cayman Islands           | 43             | 8                      | 706        
|Bolivia                  | 57             | 29                     | 475        
|Republic of El Salvador  | -              | -                      | -          
|Colombia                 | 46             | 9                      | 280        
|United States of America | 6              | 1                      | 288        
|Consolidated total       | 868            | 381                    | 8,617      

(*) Operating  income  includes  the net interest  income from
banking  activities  and the amount of the net  premiums  earned,  less      insurance
claims.

(**) Other provisions correspond to provisions for asset seized and
reserve for loan losses.

20       FINANCIAL INSTRUMENTS

By its nature the Groups  activities are principally  related to
the use of financial  instruments  including  derivatives.  The Group accepts  deposits
from  customers at both fixed and floating  rates and for various  periods and seeks to
earn above  average  interest margins by investing these funds in high quality assets.
 The Group seeks to increase these margins by  consolidating  short-term funds and
lending for longer periods at higher rates while maintaining sufficient liquidity to meet
all claims that might fall due.

The Group also seeks to raise its  interest  margins  by  obtaining
 above  average  margins,  net of  provisions,  through  lending to commercial  and
retail  borrowers  with a range of credit  standings.  Such  exposures  involve  not just
 on-balance  sheet  loans and advances but the Group also enters into guarantees and
other commitments such as letters of credit and performance bonds.

The Group  also  trades in  financial  instruments  where it takes
 positions  in traded  and over the  counter  instruments  including derivatives  to take
 advantage of  short-term  market  movements  in the equity and bond  markets and in
currency and interest  rates. Management  places  trading  limits on the level of
exposure  that can be taken in  relation to both  overnight  and  intra-day  market
positions.  Foreign  exchange  exposures  associated  with these  derivatives  are
normally  offset by entering  into  counterbalancing positions, thereby controlling the
variability in the net cash amounts required to liquidate market positions.

Market risks -

The Group is exposed to market risks in the normal course of its
 operations.  Management  is aware of the existing  conditions in each market where
 Credicorp  has  operations.  Management,  on the basis of its  experience  and
 expertise  controls its  liquidity  risk, interest rate risk, currency risk and credit
risk as follows:

Liquidity risk -

The Group manages its liquidity by matching of assets and
liabilities as follows:

|                                  | Duewithin1 year | One yearto 5 years | Over5 years | Past dueloans andin judicialcollection | Provision | Total    
|--------------------------------- | --------------- | ------------------ | ----------- | -------------------------------------- | --------- | ---------
|                                  |                 |                    |             |                                        |           |          
|                                  | US$000          | US$000             | US$000      | US$000                                 | US$000    | US$000   
|As of December 31, 2002 -        
|                                 
|Assets -                         
|Cash and due from banks           | 2,182,390       | -                  | -           | -                                      | -         | 2,182,390
|Trading securities                | 414,298         | 121,554            | 69,252      | -                                      | -         | 605,104  
|Loans                             | 3,005,084       | 934,179            | 472,264     | 406,136                                | (424,031) | 4,393,632
|Investments available-for-sale    | 169,312         | 246,832            | 219,140     | -                                      | -         | 635,284  
|                                  | 5,771,084       | 1,302,565          | 760,656     | 406,136                                | (424,031) | 7,816,410
|                                 
|Liabilities -                    
|Deposits and obligations          | 5,343,707       | 728,908            | 308,585     | -                                      | -         | 6,381,200
|Debts to banks and correspondents | 130,961         | 135,822            | 42,915      | -                                      | -         | 309,698  
|Bonds issued                      | 223,523         | 101,846            | 158,186     | -                                      | -         | 483,555  
|                                  | 5,698,191       | 966,576            | 509,686     | -                                      | -         | 7,174,453
|As of December 31, 2001 -        
|                                 
|Assets -                         
|Cash and due from banks           | 1,897,452       | -                  | -           | -                                      | -         | 1,897,452
|Trading securities                | 548,138         | -                  | -           | -                                      | -         | 548,138  
|Loans                             | 2,501,301       | 927,419            | 284,924     | 350,835                                | (344,433) | 3,720,046
|Investments available-for-sale    | 49,745          | 318,545            | 219,059     | -                                      | -         | 587,349  
|                                  | 4,996,636       | 1,245,964          | 503,983     | 350,835                                | (344,433) | 6,752,985
|Liabilities -                    
|Deposits and obligations          | 4,486,174       | 875,621            | 181,563     | -                                      | -         | 5,543,358
|Debts to banks and correspondents | 128,371         | 100,280            | 112,801     | -                                      | -         | 341,452  
|Bonds issued                      | 107,717         | 58,405             | 98,566      | -                                      | -         | 264,688  
|                                  | 4,722,262       | 1,034,306          | 392,930     | -                                      | -         | 6,149,498

Interest rate risk -

The Group is mainly engaged in providing short-term  financing,
 especially to international  customers.  Resources for trading finance are mainly
 obtained  from  short-term  liabilities,  the interest of which are agreed at fixed and
variable  rates  prevailing  in the international markets.

Loans,  customer  deposits and other  financing are subject to risks
derived from interest  rate  fluctuations.  The contract  maturity characteristics and
interest rates are disclosed in Notes 6, 10 and 11.

Currency risk -

Most assets and liabilities are maintained in U.S. dollars.

Credit risk -

Credit  risk is mainly  controlled  through  the  evaluation  and
 analysis  of each  transaction  considering  such  aspects as credit concentration of
economic groups,  evaluation of economic sectors,  portfolio foreseen losses,  guarantees
and requirements for working capital according to market risks.

Financial assets which show a potential credit risk are mainly cash
and cash equivalents,  interest bearing deposits in banks,  trading securities,
 investments  available-for-sale,  loans and other assets.  Cash and cash  equivalents
 as well as time deposits are placed with prestigious financial institutions.

Fair value -

Fair value is defined as the amount for which an asset  could be
 exchanged  or a liability  settled,  between  knowledgeable,  willing parties in an arms
length transactions, assuming the enterprise is a going concern.

IAS  defines a  financial  instrument  as any  contract  which
 gives rise to any  financial  asset of one  enterprise  and a financial liability or
equity  instrument of another  enterprise,  considering  as such cash,  any  contractual
 right to receive cash or another financial  asset or to exchange  financial  instruments
 or  instruments or an equity  instrument of another  enterprise.  In addition, financial
 instruments  include both primary  instruments,  such as  receivables,  payables and
equity  securities  and the  derivative instruments, such as financial options.

When a financial  instrument is traded in an active and liquid
market,  its quoted market price in an actual  transaction  provides the best evidence of
its respective  fair value.  When a quoted market price is not  available,  or may not be
indicative of the fair value of the  instrument,  to determine  such fair value,  the
current  market value of another  instrument  that is  substantially  similar, discounted
cash flow analysis or other estimation  techniques may be used, all of which are
 significantly  affected by the assumptions used.  Although  management  uses its best
judgment in estimating  the fair value of these  financial  instruments,  there are
inherent weaknesses  in any  estimation  technique.  As a result,  the fair value may not
be indicative  of the net  realizable  or  liquidation value.

A significant  portion of the Group assets and liabilities are
short-term  financial  instruments,  with a remaining maturity of under one-year.  These
short-term  financial  instruments,  with the exception of those for which an active
market exists,  are considered to have a fair value equivalent to their carrying value at
the balance sheet date.

The  methodologies  and  assumptions  used  depend on the terms and
risk  characteristics  of the various  instruments  and include the following:

| | Cash and due from banks represent cash and short-term deposits that do not
represent significant credit risks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Trading securities and investments available-for-sale are generally quoted. Interest earning assets and liabilities with an
original maturity of less than one year have been assumed to have a fair value not materially different
from book value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Market value of loans is similar to their book values, because such loans are mainly of a short-term nature and are shown net
of their respective provision for loan losses, which are considered by Management as the estimated amount
recoverable at the date
of the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| 
| | Market value of deposits and obligations is similar to their book value, principally because of their current nature and that
the interest rates are comparable with the interest rate of other similar liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| 
| | Due to banks and correspondents generate interest contracted at variable
interest rates and preferred rates. As a result, it
is considered that their book value is similar to their market value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| 
| | As disclosed in Note 18, the Group has various commitments to extend credit, open documentary credits and outstanding
guarantees and it has received guarantees in endorsement of the granted credits. Based on the level of fees currently charged
from granting such commitments and open documentary credits, taking into account maturity and interest rates, together with the
present creditworthiness of the counterparties, the difference between the book value and the fair value is not material.
Because of the uncertainty involved in assessing the likelihood and timing of guarantees being drawn, coupled with the lack of an
established market, it is not practical for the Group to determine the estimated fair value for outstanding guarantees.

Derivatives instruments -

Except for currency forwards and the swaps of interest rate, the
Group does not enter into other agreements,  generally  described as derivative
transactions.

Currency forwards contracts represent commitments to purchase or
sell foreign and domestic currency on a specified term.

Currency  forwards  contracts,  generally  becomes a purchase or
sell of currency spot at expiration date. In these contracts there are not cash flows at
the beginning of the operation.  The payments are made at the date of  expiration,  when
 surrendering  and receiving local or foreign currency if it is buying or selling,
respectively.

Risk  arises  from  the  possible  inability  of the  counterparties
 to meet the  terms of the  contracts,  to at  specified  price or profitability  and
other hand from  fluctuations  in exchange  and interest  rates.  Most of contracts  are
 collateralized  by cash or trading securities in the same currency of the contracts for
what the risk for fluctuations in exchange rates is not significant.

The  contracts  of swap of  interest  rate are  agreements  for
which is agreed the  exchange  of future  flows of interest in the same currency.  Most
of contracts of swap of interest  rate exchange  flow of fixed  interest  rates by
variable  interest  rates.  In these contracts,  one of the parties pays to the other a
flow at fixed interest rate and receives a flow at variable  interest rate,  usually
taking like reference the rate Libor.

In these  contracts a payment of cash neither  exists at the
beginning of the  operation;  the payment of cash takes place in each date of expiration,
 when  surrendering  and receiving the  differences  between the fixed rate and the
variable rate of the operation.  The risk arises from the  possibility  of the
 non-compliance  of the  contractual  terms of one of the  parties to at  specified
 price or profitability and other hand from the fluctuations of the variable interest
rates.

The Group  maintains  strict  control on the limits and net
 derivative  positions.  For the foreign  currency  contracts  and swaps of interest
 rates have been  established  maximum  levels for the net  maximum  positions  without
 hedge and a stop loss limit for the maximum  levels of loss that the Group is willing
to assume.  At any one time the amount  subject to credit risk is limited to the fair
value in function to an  established  weighting of risk  according to the term of the
 operation.  This credit risk exposure is managed as part of the overall lending limits
with customers.

The notional amounts of forward  contracts and futures provide a
basis for comparison with instruments  recognized on the balance sheet but do not
 necessarily  indicate  the  amounts of future  cash flows  involved  or the  current
 fair  value of the  instruments  and, therefore,  do not indicate the Groups exposure
to credit or price risks. The derivative  instruments  become  favourable  (assets) or
unfavourable  (liabilities)  as a result of  fluctuations  in foreign  exchange rates and
interest  rates relative to their terms.  The aggregate  contractual or notional amount
of derivative  financial  instruments on hand, the extent to which  instruments are
favorable or unfavorable  and, thus the aggregate fair values of derivative  financial
 assets and liabilities can fluctuate  significantly  from time to time.

As of December 31, 2002 and 2001, the notional  amounts of the
outstanding  contracts is  approximately  US$530.6  million and US$292.8 million,
 respectively,  which have  maturities  of less than year.  And include  forward
 contracts  hedged for  US$269.5  million and US$134.8 million,  respectively.  The fair
value of the forward  contracts assets and forward contracts  liabilities as of December
31, 2002 amounted to US$8.2 million and US$0.2  million,  respectively  (US$8 million and
US$0.4 million,  respectively,  in 2001) and, are included  under the  captions  Other
assets and Other  liabilities,  respectively.  In  addition,  as of December 31, 2002 the
notional amounts of the outstanding swap contracts amounted to US$11 million.

21                                                      TRANSACTIONS
WITH RELATED PARTIES AND AFFILIATED COMPANIES

Certain  shareholders,  directors and officers of the Group have
been involved,  directly and indirectly,  in credit  transactions with certain
 subsidiaries  of the Group,  as permitted by Peruvian Law No. 26702,  which  regulates
and limits  certain  transactions  with employees,  directors  and officers of a bank or
an insurance  company.  As of December 31, loans and other credits to employees of the
Group are as follows:

|               | 2002   | 2001  
|-------------- | ------ | ------
|               | US$000 | US$000
|Mortgage loans | 16,114 | 18,804
|Other loans    | 4,797  | 4,593 
|               | 20,911 | 23,397

As of December 31, loans and other contingent credits to related
parties comprise:

|                 | 2002   | 2001   
|---------------- | ------ | -------
|                 | US$000 | US$000 
|Direct loans     | 73,195 | 98,464 
|Contingent loans | 10,468 | 9,262  
|                 | 83,663 | 107,726

As of December 31, 2002 direct and contingent credits to related
companies comprise  approximately 1.52% and 0.22%,  respectively (2.4% and 0.22%,
 respectively,  as of December 31,  2001),  of the total  portfolio  of direct  loans of
the Group,  which are ranked in the following risk categories:

|                   | 2002  | 2001 
|------------------ | ----- | -----
|                   | %     | %    
|Normal             | 34.8  | 55.1 
|Potential problems | 46.3  | 27.9 
|Substandard        | 14.8  | 17.0 
|Doubtful           | 4.1   | -    
|                   | 100.0 | 100.0

All loans, insurance and services to related parties were made on
terms no more favorable than would have been offered to the general public.

22   SIGNIFICANT DIFFERENCES BETWEEN INTERNATIONAL ACCOUNTING
STANDARDS AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The accompanying consolidated financial statements are prepared in
accordance with International Accounting Standards (IAS).

A description of the significant  differences between IAS and
generally accepted accounting  principles of the United States of America (U.S. GAAP)
follows:

a)   Loan -

Reserve for possible loan losses -

The Group has determined the reserve for loan losses for IAS
purposes as follows:

| | All loans made by the Group were classified in accordance with the rules of the SBS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | The reserve  assigned to each loan category was analyzed and  adjusted,  if necessary,  to reflect  estimated  losses for each
         category,  taking into  consideration the specific clients against which legal proceedings should be or have been initiated as
         well as those clients that appear to have financial  difficulties.  In addition,  the reserve for loan losses is determined in
         accordance  with the  economic  conditions  in the  different  countries  where  loans  are  granted,  loan  loss  experience,
         managements evaluation of the loan portfolio,  and other factors which, in managements opinion,  require current recognition
         of possible loan losses.
| 
| | The  reserve  for loan  losses is  increased  if there is  objective  evidence  that the Group will not be able to collect all
         amounts due according to the original  contractual  terms of the loans. The amount of the provision is the difference  between
         the  carrying  amount and the  recoverable  amount,  being the present  value of expected  cash flows,  including  recoverable
         amounts of the guarantees and collateral, discounted at the original effective interest rate of loans.                                                                                                                                                                                                  

Under U.S. GAAP, the reserve for possible loan losses should be
recorded in adequate  amounts but not excessive to cover losses in      the loans
 portfolio at the  respective  balance sheet dates.  In addition,  Statement of Financial
 Accounting  Standards  (SFAS)      No.114  Accounting by creditors for impairment of a
loan requires that all creditors value all  specifically  reviewed loans for      which
it is probable that the creditor will be unable to collect all amounts due according to
the terms of the loan agreement,  at      either the present value of expected cash
flows, market price or value of the collateral.

For the years ended December 31, 2002 and 2001, all  specifically
 reviewed loans for which it is probable that the Group would be      unable to collect
 all  amounts  due in  accordance  with their  original  terms  (impaired  loans)  were
 analyzed,  taking  into      consideration  estimates such as the present value of their
expected cash flows,  the market price or the value of collateral,  in      order to
record, if applicable,  the related provisions.  The Group considers impaired loans to be
those direct and indirect loans      classified  as  substandard,  doubtful  and losses,
 which amount  approximately  to US$845.4  million and US$783.5  million as of
     December 31, 2002 and 2001, respectively.

Based on the above considerations,  management believes that there
is no significant  difference between the amount of the reserve      for loan losses
provided under IAS and the required reserve that would be provided under U.S. GAAP.
 Management  believes that the      reserve for loan losses was  adequate  at December
 31, 2002 and 2001 to cover any known  losses and any losses that have not been
     specifically identified in the loan portfolio.

Additionally,  in accordance with the regulations of SBS,
generic provisions are recorded as appropriations from retained earnings      to a
special reserve within shareholders equity.

Interest on past due loans -

In accordance with the Groups accounting policies,  interest on
past due loans and loans in judicial collection are recognized at      their estimated
 recoverable value which is calculated using the interest rate that was used to discount
the future cash flows for      the purpose of measuring the  recoverable  amount of the
principal.  As of December 31, 2002 and 2001, the interest income and its      respective
 allowance  that had been recorded for these  credits  amount  approximately  to US$28.3
 million and US$22.7  million,      respectively.  Under US GAAP interest on past due
loans should be recorded when collected.

b)   Investments in debt and equity securities -

Since 2001, the Group adopted IAS 39 Financial Instruments:
Recognition and Measurement;  consequently, at the beginning of 2001      the Group
recorded the cumulative effect of the adoption of IAS 39 for investments that were
considered as available-for-sale  and      trading investments in retained earnings and
income for the year,  respectively.  The accounting  treatment  established by IAS is
     similar to that required by SFAS 115.

| | Trading  securities  are valued at their market value and the  unrealized  gains and losses are recorded in the income for the
         year in a similar way to U.S. GAAP.                                                                                                                          
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| | Investments  available-for-sale  are  carried at their  market  value,  with  unrealized  gains and losses  being  recorded in
         shareholders  equity;  while in  accordance  with SFAS 115 the  unrealized  gains and  losses  should  be  recorded  in Other
         comprehensive income.

The reconciling  items included in paragraph f) for the years 2002
and 2001 and in paragraph d) for the year 2001 correspond to i)      the
 reclassification of the unrealized gains and losses  corresponding to investments that
are  available-for-sale  from retained      earnings to Other comprehensive  income and
ii) the adjustment to market value of the trading securities recorded in 2000 for U.S.
     GAAP purposes and recognized in 2001 for IAS purposes.

c)   Amortization of goodwill -

IAS 22 establishes that the goodwill should be amortized,
 consistently, in the term of its useful life, i.e. in the period during      which
future  economic  benefits are expected to flow to the company,  which  should not exceed
 twenty  years.  The  amortization      period and the amortization method should be
reviewed at least at the end of each financial year.

SFAS 142, Goodwill and other intangibles  establishes that the
goodwill should be assigned to a reporting unit, which is defined      as an operating
unit or a component of an operating unit.  Also, the goodwill is not subject to
amortization  and should be tested      for impairment at least annually.  In this
respect, the Group made the analysis and evaluation of the impairment of goodwill as of
     January 1 and December 31, 2002, no any impairment loss being required for this
concept.

d)   Summary of significant adjustments to net income -

The significant  adjustments  that would be required to determine
the net income of the Group under U.S. GAAP instead of under IAS      are summarized
below:

|                                                      | For the year ended December 31,
|----------------------------------------------------- | -------------------------------
|                                                      | 2002                           
|                                                      | US$000                         
|Net income in accordance with IAS                     | 42,383                         
|Additions (deductions):                              
|Reversal of amortization of goodwill                  | 3,033                          
|Valuation of trading securities at their market value | -                              
|Deferred income tax                                   | -                              
|Minority interest                                     | -                              
|Net income in accordance with U.S. GAAP               | 45,416                         
|Net income per share in accordance with U.S. GAAP    
|based on weighted average number of shares issued and
|in circulation                                        | 0.57                           
|Weighted average number of outstanding shares        
|issued and in circulation, excluding treasury stock  
|(in thousands of shares)                              | 79,747                         

e)   Summary of significant adjustments to shareholders equity -

A summary of the  significant  adjustments  that would be required
to determine the  shareholders  equity of the Group under U.S. GAAP instead of under IAS
are as follows:

|                                                  | As of December 31,
|------------------------------------------------- | ------------------
|                                                  | 2002              
|                                                  | US$000            
|                                                 
|Shareholders equity in accordance with IAS       | 823,800           
|Additions (deductions):                          
|Reversal of amortization of goodwill              | 3,033             
|Valuation of trading securities at market value   | -                 
|Valuation of investments available-for-sale       | -                 
|Deferred income tax                               | -                 
|Minority interest                                 | -                 
|Shareholders equity in accordance with U.S. GAAP | 826,833           

The changes in shareholders equity of the Group under U.S. GAAP are
summarized below:

|                                      | For the year ended December 31,
|------------------------------------- | -------------------------------
|                                      | 2002                           
|                                      | US$000                         
|                                     
|Balances as of January 1              | 796,773                        
|Cash dividends                        | (15,987)                       
|Decrease (increase) in treasury stock | 2,908                          
|Other comprehensive (loss) income     | (2,277)                        
|Net income for the year               | 45,416                         
|Balances as of December 31            | 826,833                        

f)   Comprehensive income -

|                                                            | For the year ended December 31,
|----------------------------------------------------------- | -------------------------------
|                                                            | 2002                           
|                                                            | US$000                         
|                                                           
|Net income in accordance with U.S.GAAP                      | 45,416                         
|Unrealized (losses) gains on investments available-for-sale
|Unrealized (losses) gains arising during                   
|the period, net of minority interest                        | (14,444)                       
|Reclassification of realized losses (gains) to net income   | 12,167                         
|Other comprehensive (loss) income                           | (2,277)                        
|Comprehensive income                                        | 43,139                         

Cumulative other comprehensive (loss) income is as follows:

|                       | For the year ended December 31,
|---------------------- | -------------------------------
|                       | 2002                           
|                       | US$000                         
|                      
|Beginning balance      | (7,218)                        
|Current period changes | (2,277)                        
|Ending balance         | (9,495)                        

g)   Business combinations  (Unaudited)

The unaudited  proforma combined  historical  results,  as if Banco
Santander Central Hispano Peru  BSCH Peru had been acquired at the beginning of 2002 and
2001, respectively, are estimated to be:

|                                                    | 2002    | 2001   
|--------------------------------------------------- | ------- | -------
|                                                    | US$000  | US$000 
|                                                   
|Net interest income                                 | 413,163 | 450,455
|Net interest income after provision for loan losses | 305,628 | 311,566
|Net income                                          | 46,843  | 55,352 
|Earnings per share (in United States dollar)        | 0.59    | 0.70   

This proforma  information is presented for  comparative  purposes
only and does not purport to be indicative of the results that would have resulted had
the acquisition  occurred at the beginning of the periods  presented,  nor are they
necessarily  indicative of future consolidated results.

h)   New accounting standards -

In July 2001, the FASB issued SFAS No. 143,  Accounting for Asset
 Retirement  Obligations.  FAS No. 143 requires  entities to record the fair  value of a
 liability  for an asset  retirement  obligation  in the period in which it is  incurred.
 When the  liability  is initially  recorded,  the entity  capitalizes the cost by
increasing the carrying amount of the related  long-lived  asset.  Over time, the
 liability  is accreted  to its  present  value each period and the  capitalized  cost is
 depreciated  over the useful life of the related  asset.  Upon  settlement of the
liability,  the entity either settles the obligation for the amount  recorded or incurs a
gain or loss.  FAS No. 143 is effective for fiscal years  beginning  after June 15, 2002.
 Although the Group is  evaluating  the effects of this  Statement on its financial
 position and results of operations,  management  does not believe that the adoption of
this Statement will have a material impact on the results of its operations.

In June 2002,  the FASB  issued  SFAS No. 146  "Accounting  for
Costs  Associated  with Exit or Disposal  Activities"  (FAS 146).  This statement
 supercedes  Emerging  Issues Task Force  (EITF)  Issue No. 94-3  "Liability  Recognition
 for Certain  Employee  Termination Benefits  and Other Costs to Exit an  Activity
 (including  Certain  Costs  Incurred  in a  Restructuring)".  FAS 146  requires  that a
liability for a cost  associated  with an exit or disposal  activity be recognized  when
the liability is incurred.  Under EITF 94-3, a liability is recognized at the date an
entity commits to an exit plan. FAS 146 also  establishes  that the liability  should
 initially be measured and recorded at fair value.  The  provisions  of FAS 146 will be
effective for any exit and disposal  activities  initiated after  December 31, 2002.  The
Group is evaluating  the effect of this  statement on its financial  position and results
of operations, however, it does not expect the adoption will have a material impact on
the Groups results of operations or financial position.

In November 2002, the FASB issued FASB  Interpretation  No. 45,
 "Guarantor's  Accounting and Disclosure  Requirements  for Guarantees, Including
 Indirect  Guarantees of  Indebtedness  of Others" (FIN 45). FIN 45 requires  that upon
issuance of a guarantee,  a guarantor must recognize a liability for the fair value of an
obligation assumed under a guarantee.  FIN 45 also requires additional  disclosures by a
guarantor in its interim and annual  financial  statements  about the  obligations
 associated  with  guarantees  issued.  Initial recognition  and measurement  provisions
of FIN 45 are applicable on a prospective  basis to guarantees  issued or modified.  The
Group is evaluating the impact of the new  interpretation,  however,  the adoption of FIN
45 is not expected to have a material impact on the Groups results of operations or
financial position.

In December 2002, the FASB issued SFAS No. 148  "Accounting for
Stock- Based  Compensation-  Transition and Disclosure- an amendment of FASB Statement
No. 123" (FAS 148). This statement  amends SFAS No. 123 "Accounting for Stock Based
 Compensation"  (FAS 123) to provide alternative methods of voluntarily  transitioning to
the fair value based method of accounting for stock-based  employee  compensation. FAS
148 also  amends the  disclosure  requirements  of FAS 123 to require  disclosure  of the
method  used to account  for  stock-based employee  compensation and the effect of the
method on reported results in both annual and interim financial  statements.  The Group
is evaluating the effect of this statement on its financial  position and results
 operations,  however,  management  does not expect that the adoption will have a
material impact on its results of operations or financial position.

In January 2003, the FASB issued  Interpretation  46,
 "Consolidation of Variable  Interest  Entities" ("FIN 46"). FIN 46 requires that
companies that control another entity through interests other than voting interests
should  consolidate the controlled  entity.  FIN 46 applies to variable  interest
 entities  created  after  January 31, 2003,  and to variable  interest  entities in
which an  enterprise obtains an  interest in after that date.  The  related  disclosure
 requirements  are  effective  immediately.  The Group is  presently evaluating the
impact of the new interpretation,  however,  management does not expect that the adoption
will have a material impact on its results of operations or financial position.



EXHIBIT INDEX

|1.1 | Bye-Laws of Credicorp Ltd., as amended February 28, 2002                              
|--- | --------------------------------------------------------------------------------------
|   
|1.2 | Memorandum of Association of Credicorp Ltd.                                           
|   
|8   | List of Subsidiaries                                                                  
|   
|99  | Certifications Pursuant to Section 906 of the United States Sarbanes-Oxley Act of 2002



Exhibit 1.1

B Y E L A W S

of

CREDICORP LTD.



BYE  LAWS
OF
CREDICORP LTD.

ARTICLE I
Title, Duration and Domicile

1.1 CREDICORP LTD. (the "Company") is a limited liability
company organized under the laws of Bermuda.

1.2 The life of the Company is indefinite,  and,  subject to the
 provisions of the Companies Act 1981 of Bermuda (the "Act"),  as amended from time to
time, may be wound up.

1.3 The Company's  registered  office shall be in Bermuda and
it may establish  branches,  agencies and offices of  representation anywhere outside
Bermuda.

ARTICLE II
                                                       Share Capital and Shares

2.1      The capital of the Company shall be divided into Common
Shares, with a par value of US$5.00 per share.

2.2      Subject to any resolution of the Members to the contrary
and without prejudice to any special rights  previously  conferred on the  holders of any
 existing  shares or class of shares,  the share  capital of the Company  shall be
divided  into shares of a single class the holders of which shall, subject to the
provisions of these Bye-laws:-

(a)      be entitled to one vote per share;

(b)      be entitled to such dividends as the Board may from time to
time declare;

(c)      in the event of a  winding-up  or  dissolution  of the
 Company,  whether  voluntary  or  involuntary  or for the purpose of a reorganisation or
otherwise or upon any distribution of capital, be entitled to the surplus assets of the
Company;  and

(d)      generally be entitled to enjoy all of the rights attaching
to shares.

2.3.1    The Company may from time to time by resolution of the
Members  passed by a majority of the votes cast in accordance  with the provisions of
these Bye-laws change the currency  denomination of,  increase,  alter or reduce its
share capital in accordance with the provisions of sections 45 and 46 of the Act.  Where,
on any alteration of share capital,  fractions of shares or some other  difficulty would
arise, the Board may deal with or resolve the same in such manner as it thinks fit .



2.3.2    The Company may from time to time purchase its own shares
in accordance with the provisions of Section 42A of the Act.

2.4      The Company may from time to time do any one or more of the
following things:

(a)      accept  from any Member the whole or a part of the amount
 remaining  unpaid on any shares  held by him,  although  no part of that amount has been
called up; and

(b)      pay  dividends  in  proportion  to the amount  paid up on
each share  where a larger  amount is paid up on some shares than on others.

2.5      If any Member fails to pay, on the day appointed  for
payment  thereof,  any call in respect of any share  allotted to or held by such Member,
 the Board may, at any time  thereafter  during such time as the call remains  unpaid,
 direct the Secretary to forward to such  Member a notice in the form, or as near thereto
as circumstances admit, of Form "B" in the Schedule hereto.

2.6      An instrument of transfer  shall be in such common form as
the Board may accept.  Such  instrument of transfer shall be signed by or on behalf of
the  transferor  and  transferee  provided  that,  in the case of a fully  paid  share,
 the  Board may  accept  the instrument  signed by or on behalf of the transferor  alone.
 The  transferor  shall be deemed to remain the holder of such share until the same has
been transferred to the transferee in the Register of  Members.

2.7      The Board may at any time and from time to time,  pass a
resolution  to the effect that it is desirable to  capitalise  all or any part of any
amount for the time  being  standing  to the credit of any  reserve  or fund  (including
 the profit and loss  account) whether or not the same is available for distribution  and
accordingly that such amount be set free for distribution  among the Members or any class
of Members who would be entitled  thereto if it were  distributed by way of dividend and
in the same  proportions,  on the footing  that the same is not paid in cash but is
applied  either in or towards  paying up the amounts for the time being unpaid on any
shares in the Company held by such Members  respectively or in paying up in full unissued
 shares,  debentures or other  obligations of the  Company,  to be allotted  and
 distributed  credited as fully paid up among such  Members,  or partly in one way and
partly in the other,  and the Board shall give  effect to such  resolution  provided
 that,  for the  purpose of this  Bye-law and subject to section 40(2A) of the Act, a
share premium account and any reserve or fund representing  unrealised  profits,  may be
applied only in paying up in full  unissued  shares of the Company to be  allotted to
such  Members  credited as fully paid.  In carrying  sums to reserve and in applying the
same the Board shall comply with the provisions of the Act.

ARTICLE III
                                                           General Meetings

3.1      An annual general meeting will be held each year to
consider and adopt resolutions,  to receive the report of the auditors and the  financial
 statements  for the year ended  December 31, to elect  directors,  to consider fees
payable to directors and to appoint auditors and to consider other matters properly
brought before the meeting.

3.2      Special general meetings will be held to consider matters
not considered at the annual general meeting.

3.3.1    Annual and special  general  meetings may take place in
Bermuda or in any other location  outside Bermuda as determined by the Chairman  or, if
there is no  Chairman,  by the Deputy  Chairman.  Notices of any general  meetings  shall
 designate  the location and address where the meetings shall take place.

3.3.2    Notwithstanding any other provision of these Bye-laws, the
Directors may fix any date as the record date for:

a)       determining the Members entitled to receive any dividend,
distribution,  allotment or issue and such record date may be on, or at any time not be
more than 30 days before,  any date on which such dividend,  distribution,  allotment or
issue is declared,  paid or made; and

b)       determining the Members entitled to receive notice of and
to vote at any general meeting of the Company.

3.4.1    A Member  entitled to attend a general  meeting may appoint
 another  person as his proxy to attend such  meeting and vote his shares.  A proxy need
not be a Member of the Company.

3.4.2.   The instrument  appointing a proxy shall be in writing
 signed by the Member  appointing  such proxy,  or by his attorney duly authorized  in
writing or, if the Member  making such  appointment  is a  corporation,  either  under
its seal or signed by an officer, attorney or other person authorized to sign for the
corporation.  Facsimile communications will be accepted.

3.5      At any general  meeting of the Company two persons  present
in person and  representing in person or by proxy in excess of 50% of the total issued
 voting  shares in the Company  throughout  the meeting  shall form a quorum for the
 transaction  of business.  If within half an hour from the time  appointed  for the
meeting a quorum is not present,  the meeting  shall stand  adjourned to the same day one
week later,  at the same time and place or to such other day,  time or place as the Board
may  determine,  at which meeting the persons attending representing in person or by
proxy voting shares in the Company shall form a quorum for the transaction of business.

3.6      Subject to the provisions of the Act and these Bye-laws,
 any question  proposed for the  consideration  of the Members at any general  meeting
shall be decided by the  affirmative  votes of a majority of the votes cast in accordance
with the provisions of these Bye-laws and in the case of an equality of votes the
resolution shall fail.

3.7      Unless  otherwise agreed by a majority of those attending
and entitled to attend and vote thereat,  the Chairman,  if there be one,  shall act as
chairman at all  meetings of the  Members at which such person is present.  In his
absence the Deputy  Chairman,  if present,  shall act as chairman and in the absence of
both of them a chairman  shall be  appointed  or elected by those  present at the meeting
and entitled to vote.

3.8      At least  fourteen days' notice of an annual  general
 meeting shall be given to each Member stating the date,  place and time at which the
meeting is to be held,  that the election of  Directors  will take place  thereat,  and
as far as  practicable,  the other business to be conducted at the meeting.

3.9      At least ten days' notice of a special  general  meeting
shall be given to each Member stating the date,  time,  place and the general nature of
the business to be considered at the meeting.

ARTICLE IV
                                                          Board of Directors

4.1      The  business of the Company  shall be managed and
 conducted  by the Board.  The  meetings of the Board and of any  committee appointed  by
the  Board  shall be held in  Bermuda  or such  other  place as the  Chairman,  or if
there is no  Chairman,  the  Deputy Chairman,  may from time to time determine.

4.2.1    In managing the  business of the  Company,  the Board may
exercise all such powers of the Company as are not, by statute or by these Bye laws,
 required to be exercised by the Company in general meeting  subject,  nevertheless,  to
these Bye laws, the provisions of any statute and to such regulations as may be
prescribed by the Company in general meeting.

4.2.2    No regulation or alteration  to these Bye laws made by the
Company in general  meeting shall  invalidate  any prior act of the Board which would
have been valid if that regulation or alteration had not been made.

4.2.3    The Board may procure that the Company pays all expenses
incurred in promoting and incorporating the Company.

4.3      The Board may from time to time appoint one or more
Directors to the office of managing  director or chief  executive  officer of the Company
who shall,  subject to the control of the Board,  supervise and  administer  all of the
general  business and affairs of the Company.

4.4      The Board may appoint a person to act as manager of the
 Company's  day to day  business  who, in the absence of the  managing director or chief
 executive  officer as provided  in Bye-law  4.3,  will act as the chief  executive
 officer,  and may entrust to and confer upon such manager such powers and duties as it
deems appropriate for the transaction or conduct of such business.

4.5      The Board may from time to time and at any time  authorise
 any company,  firm,  person or body of persons to act on behalf of the Company for any
specific  purpose and in  connection  therewith to execute any  agreement,  document or
instrument on behalf of the Company.

4.6      The Board may from time to time and at any time by power of
attorney  appoint any  company,  firm,  person or body of persons, whether  nominated
 directly or  indirectly  by the Board,  to be an attorney of the Company for such
 purposes  and with such  powers, authorities  and  discretions  (not  exceeding  those
 vested in or  exercisable  by the Board) and for such period and subject to such
conditions  as it may think fit and any such power of attorney  may contain such
 provisions  for the  protection  and  convenience  of persons  dealing with any such
attorney as the Board may think fit and may also  authorise any such attorney to sub
delegate all or any of the powers,  authorities  and  discretions  so vested in the
attorney.  Such  attorney  may, if so authorised  under the seal of the Company,  execute
any deed or instrument under such attorney's  personal seal with the same effect as the
affixation of the seal of the Company.

4.7     The Board may delegate any of its powers to a committee
 appointed by the Board and every such committee shall conform to such directions as the
Board shall impose on them.

4.8      The Board may appoint,  suspend or remove any manager,
 secretary,  clerk,  agent or employee of the Company and may fix their remuneration and
determine their duties.

4.9      The Board may exercise all the powers of the Company to
borrow money and to mortgage or charge its  undertaking,  property and uncalled capital,
or any part thereof,  and may issue debentures,  debenture stock and other securities
whether outright or as security for any debt, liability or obligation of the Company or
any third party.

4.10.1    The Board may exercise  all the powers of the Company to
purchase  all or any part of its own shares  pursuant to Section 42A of the Act.

4.10.2   The Board may exercise all the powers of the Company to
 discontinue  the Company to a named country or  jurisdiction  outside Bermuda pursuant
to Section 132G of the Act.

4.11     The  Directors  shall  consist of six members  divided into
three  classes,  designated  Class I, Class II and Class III. Each class shall consist of
two Directors.  At the date this number of the Bye-laws  become  effective,  the Class I
Directors  shall have a term ending 2005,  the Class II  Directors  shall have a term
ending in 2006,  and the Class III  Director  shall have a term ending in 2007. At each
 succeeding  annual general  meeting  beginning in 2005,  successors to the class of
Directors whose term expires at that annual  general  meeting shall be elected for a
three-year  term.  Reelection is permission.  Any casual  vacancy  arising on the Board
shall be filled by a resolution of the  remaining  Directors.  A Director  shall hold
office until the annual  general  meeting for the year in which his term expires or until
his successor shall be elected.

4.12     All acts done bona fide by any  meeting  of the Board or by
a  committee  of the Board or by any  person  acting as a Director shall,
 notwithstanding  that it be  afterwards  discovered  that there was some defect in the
 appointment  of any  Director or person acting as aforesaid,  or that they or any of
them were  disqualified,  be as valid as if every such person had been duly  appointed
and was qualified to be a Director.

4.13     The Board may act  notwithstanding  any vacancy in its
number  but,  if and so long as its number is reduced  below the number fixed by these
Bye laws as the quorum necessary for the transaction of business at meetings of the
Board,  the continuing  Directors or Director may act for the purpose of (i) summoning a
general meeting of the Company or (ii) preserving the assets of the Company.

4.14     The office of Director shall be vacated if the Director:

(a)      is removed from office pursuant to these Bye laws or is
prohibited from being a Director by law;

(b)      is or becomes bankrupt or makes any arrangement or
composition with his creditors generally;

(c)      is or becomes of unsound mind or dies;

(d)      resigns his or her office by notice in writing to the
Company.

4.15     The Chairman of the Company or a majority of the Directors
may, at any time summon a meeting of the Board.

4.16.1   The quorum  necessary for the  transaction of business at a
meeting of the Board shall be two Directors.  Notwithstanding  the preceding  sentence,
 upon  listing  of the  shares of the  Company  on the New York  Stock  Exchange,  the
 quorum  necessary  for the transaction of business at a meeting of the Board shall be a
majority of the Directors of the Company.

4.16.2   Unless  otherwise  agreed by a majority of those attending
and entitled to attend and vote thereat,  the Chairman shall act as chairman at all
meetings of the Board at which such person is present.  In his absence the Deputy
 Chairman,  if present,  shall act as chairman and in the absence of both of them a
chairman  shall be  appointed or elected by those  present at the meeting and entitled to
vote.

4.17     A resolution in writing signed by all the Directors which
may be in  counterparts,  shall be as valid as if it had been passed at a meeting of the
Board duly called and  constituted,  such  resolution to be effective on the date on
which the last Director  signs the resolution.

4.18.1   Any Director,  or any Director's firm, partner or any
company with whom any Director is associated,  may act in a professional capacity for the
Company and such  Director or such  Director's  firm,  partner or such company shall be
entitled to  remuneration  for professional  services as if such Director were not a
Director,  provided that nothing herein  contained  shall authorise a Director or
Director's firm, partner or such company to act as Auditor of the Company.

4.18.2   A Director may not vote in respect of any contract or
proposed  contract or  arrangement  in which such Director is interested or with which
such Director has a conflict of interest.

4.19     The  remuneration,  (if any) of the Directors  shall be
 determined  by the Company in general  meeting and shall be deemed to accrue from day to
day. The  Directors may also be paid all travel,  hotel and other  expenses  properly
 incurred by them in attending and returning  from meetings of the Board,  any committee
 appointed by the Board,  general  meetings of the Company,  or in connection with the
business of the Company or their duties as Directors generally.

4.20    The Officers of the Company shall consist of a Chairman,  a
Deputy Chairman,  a Secretary and such additional  Officers as the Board may from time to
time determine all of whom shall be deemed to be Officers for the purposes of these Bye
laws.

4.21     The Officers shall have such powers and perform such duties
in the  management,  business and affairs of the Company as may be delegated to them by
the Board from time to time.

4.22     The Board shall cause minutes to be duly entered in books
provided for the purpose:

(a)      of all elections and appointments of Officers;

(b)      of the names of the Directors present at each meeting of
the Board and of any committee appointed by the Board; and

(c)      of all  resolutions  and  proceedings  of general  meetings
of the  Members,  meetings of the Board,  meetings of managers and meetings of committees
appointed by the Board.

4.23     Notwithstanding  the  provisions  of numbers 3.5 and 3.6 to
amend numbers 4.11 and this number 4.23, it shall be necessary the affirmative votes of
at least two thirds of the total issued voting shares of the Company

ARTICLE V
Accounts and Financial Statements

5.1      The Board shall cause to be kept proper records of account
with respect to all  transactions  of the Company and in particular with respect to:

(a)      all sums of money  received  and  expended by the  Company
 and the  matters in respect of which the  receipt and  expenditure relates;

(b)      all sales and purchases of goods by the Company; and

(c)      the assets and liabilities of the Company.

Such records of account shall be kept at the  registered  office of
the Company or, subject to Section 83 (2) of the Act, at such other place as the Board
thinks fit and shall be available for inspection by the Directors during normal business
hours.

5.2      Subject to any rights to waive laying of accounts pursuant
to Section 88 of the Act,  financial  statements as required by the Act shall be laid
before the Members in general meeting.

5.3      Subject to any  rights to waive  laying of  accounts  or
 appointment  of an Auditor  pursuant  to Section 88 of the Act,  the accounts of the
Company shall be audited at least once in every year.

5.4      The Board may,  subject to these Bye-laws and in accordance
 with Section 54 of the Act,  declare a dividend to be paid to the Members,  in
 proportion  to the number of shares held by them,  and such dividend may be paid in cash
or wholly or partly in specie in which case the Board may fix the value for distribution
in specie of any assets.

5.5.1.   The Board may declare and make such other  distributions
 (in cash or in specie) to the Members as may be lawfully made out of the assets of the
Company.

5.5.2.   The Board may from time to time before declaring a dividend
set aside, out of the surplus or profits of the Company,  such sum as it thinks proper as
a reserve fund to be used to meet contingencies or for equalising dividends or for any
other special purpose.

5.6      Unclaimed  dividends  shall not earn interest.  Dividends
 unclaimed  three years after they were declared shall revert to the Company, and no
 Member shall have any rights to such dividends.

ARTICLE VI
                                                          General Provisions

6.1      The Directors,  Secretary and other Officers for the time
being of the Company and the liquidator or trustees (if any) for the time  being  acting
in  relation  to any of the  affairs  of the  Company  and  every  one of them,  and
 their  heirs,  executors  and administrators,  shall be  indemnified  and secured
 harmless  out of the assets of the Company  from and against all  actions,  costs,
charges,  losses,  damages and expenses  which they or any of them,  their heirs,
 executors or  administrators,  shall or may incur or sustain by or by reason of any act
done,  concurred in or omitted in or about the  execution  of their duty,  or supposed
 duty,  or in their respective  offices or trusts,  and none of them shall be answerable
for the acts,  receipts,  neglects or defaults of the others of them or for  joining  in
any  receipts  for the sake of  conformity,  or for any  bankers or other  persons  with
whom any moneys or effects  belonging to the Company  shall or may be lodged or deposited
 for safe  custody,  or for  insufficiency  or deficiency of any security  upon which any
moneys of or belonging to the Company  shall be placed out on or invested,  or for any
other loss,  misfortune or damage  which may happen in the  execution  of their
 respective  offices or trusts,  or in  relation  thereto,  PROVIDED  THAT this indemnity
shall not extend to any matter in respect of any wilful negligence,  wilful default,
 fraud or dishonesty which may attach to any of said persons.

6.2      Each Member agrees to waive any claim or right of action
such Member might have,  whether  individually  or by or in the right of the  Company,
 against any Director or Officer on account of any action  taken by such  Director or
Officer,  or the failure of such Director or Officer to take any action in the
 performance  of his duties with or for the Company,  PROVIDED THAT such waiver shall not
extend to any matter in respect of any wilful  negligence,  wilful  default,  fraud or
dishonesty  which may attach to such Director or Officer.

6.3      In the case of the death of a Member,  the survivor or
survivors where the deceased  Member was a joint holder,  and the legal personal
 representatives  of the deceased Member where the deceased Member was a sole holder,
 shall be the only persons recognised by the Company as having any title to the deceased
 Member's  interest in the shares.  Nothing herein  contained  shall release the estate
of a deceased  joint holder from any liability in respect of any share which had been
jointly held by such  deceased  Member with other persons.  Subject to the  provisions of
Section 52 of the Act, for the purpose of this Bye law,  legal  personal  representative
 means the executor or  administrator  of a deceased Member or such other person as the
Board may in its absolute  discretion  decide as being properly authorised to deal with
the shares of a deceased  Member.

6.4      Any person  becoming  entitled to a share in  consequence
 of the death or  bankruptcy  of any Member may be  registered  as a Member upon such
 evidence as the Board may deem  sufficient  or may elect to nominate  some person to be
registered as a transferee of such share,  and in such case the person  becoming
 entitled shall execute in favour of such nominee an instrument of transfer.  On the
presentation  thereof to the Board,  accompanied  by such evidence as the Board may
require to prove the title of the  transferor,  the transferee  shall be  registered  as
a Member  but the  Board  shall,  in  either  case,  have the same  right to  decline  or
 suspend registration  as it would have had in the case of a transfer of the share by
that  Member  before such  Member's  death or  bankruptcy, as the case may be.

6.5      Any  resolution  of the Members to  voluntarily  wind-up
and  terminate  the Company  shall  require a resolution  passed by a majority of  the
votes cast in accordance with the provisions of these Bye-laws.

6.6      No Bye-law  shall be  rescinded,  altered or amended  and
no new Bye-law  shall be made until the same has been  approved by a resolution of the
Board and by a resolution of the Members  passed by a majority of the votes cast in
 accordance  with the  provisions of these Bye-laws.

6.7.     Any dispute arising out of or in connection with these
Bye-laws,  including any question  regarding their existence,  validity or  termination,
 shall be  referred  to and  finally  resolved by  arbitration  under the Rules of the
London  Court of  International Arbitration,  which rules are deemed to be  incorporated
 by reference into this Bye-law.  The place of  arbitration  shall be Bermuda. The
language of  arbitration  shall be English.  The governing  law of these  Bye-laws  shall
be the  substantive  law of Bermuda.  The tribunal shall consist of three arbitrators.



Exhibit 1.2

BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(Section 7(1) and (2))

MEMORANDUM OF ASSOCIATION
OF

Credicorp Ltd.
                                              (hereinafter referred to as the Company)

1.       The liability of the members of the Company is limited to
the amount (if any) for the time being unpaid on the shares      respectively held by
them.

2.       We, the undersigned, namely,

|NAME               | ADDRESS           | BERMUDIAN | NATIONALITY | NUMBER OF 
|------------------ | ----------------- | --------- | ----------- | ----------
|                   |                   | STATUS    |             | SHARES    
|                   |                   | (Yes/No)  |             | SUBSCRIBED
|Anthony D. Whaley  | Clarendon House   | Yes       | British     | One       
|                   | 2 Church Street  
|                   | Hamilton, Bermuda
|Donald H. Malcolm. |                  | No        | British     | One       
|John C.R. Collins. |                  | Yes       | British     | One       

do hereby  respectively  agree to take such number of shares of the
Company as may be allotted to us  respectively  by the  provisional directors of the
Company,  not exceeding the number of shares for which we have respectively  subscribed,
 and to satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.

3.       The Company is to be an exempted Company as defined by the
Companies Act 1981.

4.       The Company has power to hold land situated in Bermuda not
exceeding in all, including the following parcels-

N/A

5. The authorised shared capital of the Company is
US$500,000.001divided into shares of US$5.002each. The minimum subscribed share
capital of the Company is US$12,000.00.

_________________________________1As modified pursuant to a
Shareholders Meeting on March 29, 1996 and evidenced by the Certificate of Deposit of
Memorandum of Increase of Capital, dated as of August 29, 1996.2As modified pursuant to a Shareholders Meeting on March 29, 1996.

6.       The objects for which the Company is formed and
incorporated are 

|(i)   | to act and to perform all the functions of holding
company in all its branches and to co-ordinate the policy and
administration of any subsidiary company or companies wherever
incorporated or carrying on business or of any group of companies of which
the Company or any subsidiary company is a member or which are in any manner: controlled
directly or indirectly by the Company;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(ii)  | to act and to perform all the functions of holding
company in all its branches and to co-ordinate the policy and
administration of any subsidiary company or companies wherever
incorporated or carrying on business or of any group of companies of which
the Company or any subsidiary company is a member or which are in any manner: controlled
directly or indirectly by the Company;
|(iii) | as set out in paragraphs (b) to (n) and (p) to (u)
inclusive of the Second Schedule to the Companies Act 1981.                                                                                                                                                                                                                                                                            

7.       The powers of the Company include:-

|(i) | Pursuant  to Section 42 of the  Companies  Act 1981,  the power
to issue  preference  shares  which are, at the option of the      holder, liable to be
redeemed.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



Signed by each subscriber in the presence of at least one witness
attesting the signature thereof 

|........................                      | ........................                 
|--------------------------------------------- | -----------------------------------------
|/s/ ANTHONY D. WALEY........................  | /s/ LUANNE JOELL........................ 
|/s/ DONALD H. MALCOLM........................ | /s/ LUANNE JOELL.........................
|/s/ JOHN C.R. COLLINS........................ | /s/ LUANNE JOELL.........................
|(Subscribers)                                 | (Witnesses)                              

SUBSCRIBED this 14th th day of July, 1995.



The Companies Act 1981

First Schedule

A company limited by shares may exercise all or any of the following
powers subject to any provision of the law or its memorandum:

1        [Deleted]

2        to acquire or undertake the whole or any part of the
business, property and liabilities of any person carrying on any business that the
company is authorised to carry on;

3        to apply for register, purchase, lease, acquire, hold, use,
control, licence, sell, assign, or dispose of patents, patent rights, copyrights, trade
makers, formulae, licences, inventions, processes, distinctive makers and similar rights;

4        to enter into partnership or into any arrangement for
sharing of profits, union of interests, co-operation, joint venture, reciprocal
concession or otherwise with any person carrying on or engaged in or about to carry on or
engage in any business or transaction that the company is authorised to carry on or
engage in or any business or transaction capable of being conducted so as to benefit the
company;

5        to take or otherwise acquire and hold securities in any
other body corporate having objects altogether or in part similar to those of the company
or carrying on any business capable of being conducted so as to benefit the company;

6        subject to section 96 to lend money to any employee or to
any person having dealings with the company or with whom the company proposes to have
dealings or to any other body corporate any of those shares are held by the company;

7        to apply for, secure or acquire by grant, legislative
enactment, assignment, transfer, purchase or otherwise and to exercise, carry out and
enjoy any charter, licence, power, authority, franchise, concession, right or privilege,
that any government or authority or any body corporation or other public body may be
empowered to grant, and to pay for, aid in and contribute toward carrying it into effect
and to assume any liabilities or obligations incidental thereto;

8        to establish and support or aid in the establishment and
support of associations, institutions, funds or trusts for the benefit of employees or
former employees of the company or its predecessors, or the dependants or connections of
such employees or former employees, and grant pensions and allowances, and make payments
towards insurance or for any object similar to those set forth in this paragraph, and to
subscribe or guarantee money for charitable, benevolent, educational and religious
objects or for any exhibition or for any public general or useful objects;

9        to promote any company for the purpose of acquiring or
taking over any of the property and liabilities of the company or for any other purpose
that may benefit the company;

10       to purchase, lease, take in exchange, hire or otherwise
acquire any personal property and any rights or privileges that the company considers
necessary or convenient for the purposes of its business;

11       to construct, maintain, alter, renovate and demolish any
buildings or works necessary or convenient for its objects;

12       to take land in Bermuda by way of lease or letting
agreement for a term not exceeding twenty-one years, being land bona fide required for
the purposes of the business of the company and with the consent of the Minister granted
in his discretion to take land in Bermuda by way of lease or letting agreement for a
similar period in order to provide accommodation or recreational facilities for its
officers and employees and when no longer necessary for any of the above purposes to
terminate or transfer the lease or letting agreement;

13       except to the extent, if any, as may be otherwise expressly
provided in its incorporating Act or memorandum and subject to the provisions of this Act
every company shall have power to invest the moneys of the Company by way of mortgage of
real or personal property of every description in Bermuda or elsewhere and to sell,
exchange, vary, or dispose of such mortgage as the company shall from time to time
determine;

14       to construct, improve, maintain, work, manage, carry out or
control any roads, ways, tramways, branches or sidings, bridges, reservoirs,
watercourses, wharves, factories, warehouses, electric works, shops, stores and other
works and conveniences that may advance the interests of the company and contribute to,
subsidise or otherwise assist or take part in the construction, improvement, maintenance,
working, management, carrying out of control thereof;

15       to raise and assist in raising money for, and aid by way of
bonus, loan, promise, endorsement, guarantee or otherwise, any person and guarantee the
performance or fulfillment of any contracts or obligations of any person, and in
particular guarantee the payment of the principal of and interest on the debt obligations
of any such person;

16       to borrow or raise or secure the payment of money in such
manner as the company may think fit;

17       to draw, make, accept, endorse, discount, execute and issue
bills of exchange, promissory notes, bills of lading, warrants and other negotiable or
transferable instruments;

18       when properly authorised to do so, to sell, lease, exchange
or otherwise dispose of the undertaking of the company or any part thereof as an entirety
or substantially as an entirety for such consideration as the company thinks fit;

19       to sell, improve, manage, develop, exchange, lease, dispose
of, turn to account or otherwise deal with the property of the company in the ordinary
course of its business;

20       to adopt such means of making known the products of the
company as may seem expedient, and in particular by advertising, by purchase and
exhibition of works of art or interest, by publication of books and periodicals and by
granting prizes and rewards and making donations;

21       to cause the company to be registered and recognised in any
foreign jurisdiction, and designate persons therein according to the laws of that foreign
jurisdiction or to represent the company and to accept service for and on behalf of the
company of any process of suit;

22       to allot and issue fully-paid shares of the company in
payment or part payment of any property purchase or otherwise acquired by the company or
for any past services performed for the company;

23       to distribute among the members of the company in cash,
kind, specie or otherwise as may be resolved, by way of dividend, bonus or in any other
manner considered advisable, any property of the company, but not so as to decrease the
capital of the company unless the distribution is made for the purpose of enabling the
company to be dissolved or the distribution, part from this paragraph, would be otherwise
lawful;

24       to establish agencies and branches;

25       to take or hold mortgages, hypothecs, liens and charges to
secure payment of the purchase price, or for any unpaid balance of the purchase price, of
any part of the property of the company of whatsoever kind sold by the company, or for
any money due to the company from purchasers and others and to sell or otherwise dispose
of any such mortgage, hypothec, lien or charge;

26       to pay all costs and expenses of or incidental to the
incorporation and organisation of the company;

27       to invest and deal with the moneys of the company not
immediately required for the objects of the company in such manner as may be determined;

28       to do any of the things authorised by this subsection and
all things authorised by its memorandum as principals, agents, contractors, trustees or
otherwise, and either alone or in conjunction with others;

29       to do all such other things as are incidental or conductive
to the attainment of the objects and the exercise of the power of the company.

Every company may exercise its powers beyond the boundaries of
Bermuda to the extent to which the laws in force where the powers are sought to be
exercised permit.



The Companies Act 1981

Second Schedule

A company may by reference include in its memorandum any of the
following objects that is to say the business of:

(a)      [deleted]

(b)      packaging of goods of all kinds;

(c)      buying, selling and dealing in goods of all kinds;

(d)      designing and manufacturing of goods of all kinds;

(e)      mining and quarrying and exploration for metals, minerals,
fossil fuels and precious stones of all kinds and their preparation for sale for use;

(f)      exploring for, the drilling for, the moving, transporting
and re-fining petroleum and hydro carbon products including oil and oil products;

(g)      scientific research including the improvement, discovery
and development of processes, inventions, patents and designs and the construction,
maintenance and operations of laboratories and research centres;

(h)      land, sea and air undertakings including the land, ship and
air carriage of passengers, mails and goods of all kinds;

(i)      ships and aircraft owners, managers, operators, agents,
builders and repairers;

(j)      acquiring, owning, selling, chartering, repairing or
dealing in ships and aircraft;

(k)      travel agents, freight contractors and forwarding agents;

(l)      dock owners, wharfingers, warehousemen;

(m)      ship chandlers and dealing in rope, canvas oil and ship
stores of all kinds;

(n)      all forms of engineering;

(o)      [deleted]

(p)      farmers, livestock breeders and keepers, graziers,
butchers, tanners and processors of and dealers in all kinds of live and deal stock,
wool, hides, tallow, grain, vegetables and other produce;

(q)      acquiring by purchase or otherwise and holding as an
investment invention, patents, trade marks, trade names, trade secrets, designs and the
like;

(r)      buying, selling hiring, letting and dealing in conveyances
of any sort; and

(s)      employing, providing, hiring out and acting as agent for
artists, actors, entertainers of all sorts, authors, composers, producers, engineers and
experts or specialists of any kind.

(t)      to acquire by purchase or otherwise hold, sell, dispose of
and deal in real property situated outside Bermuda and in personal property of all kinds
wheresoever situated.

(u)      to enter into any guarantee, contract of indemnity or
suretyship and to assure, support or secure with or without consideration or benefit the
performance of any obligations of any person or persons and to guarantee the fidelity of
individuals filling or about to fill situations of trust or confidence.



Exhibit 8

List of Subsidiaries

|Name                                                       | Jurisdiction of Incorporation
|---------------------------------------------------------- | -----------------------------
|Banco de Crédito del Perú                                  | Perú                         
|El Pacífico-Peruano Suiza Compañía de Seguros y Reaseguros | Perú                         
|Atlantic Security Holding Corporation                      | Cayman Islands               



Exhibit 99

Credicorp Ltd.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)

Pursuant to the  requirements of Section 906 of the  Sarbanes-Oxley
 Act of 2002 (18 U.S.C.  Sections 1350(a) and (b)), the undersigned hereby certifies as
follows:

1.       I am the Executive Chairman of Credicorp Ltd. (the Company).

2.       To my knowledge:

(A)      The Companys Annual Report on Form 20-F for the year ended
2002 accompanying this  Certification,  in the form filed with the Securities and
Exchange  Commission  (the Report),  fully complies with the  requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(B)      The information in the Report fairly presents, in all
material respects,  the financial condition and results of operations of the Company.

Dated: June 27, 2003

/s/ DIONISIO ROMERO
Name:  Dionisio Romero
Title:  Chief Executive Officer



Credicorp Ltd.
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. Section 1350)

Pursuant to the  requirements of Section 906 of the  Sarbanes-Oxley
 Act of 2002 (18 U.S.C.  Sections 1350(a) and (b)), the undersigned hereby certifies as
follows:

1.       I am the Chief Financial and Accounting Officer of
Credicorp Ltd. (the Company).

2.       To my knowledge:

(A)      The Companys Annual Report on Form 20-F for the year ended
2002 accompanying this  Certification,  in the form filed with the Securities and
Exchange  Commission  (the Report),  fully complies with the  requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

(B)      The information in the Report fairly presents, in all
material respects,  the financial condition and results of operations of the Company.

Dated: June 27, 2003

By:  /s/ BENEDICTO CIGÜEÑAS
Name:  Benedicto Cigüeñas
Title:  Chief Financial and Accounting Officer