---

|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 1934For the fiscal year ended: December 31, 2003OR   | 
| | 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, par value $5.00 per share | 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                       
|ITEM
						2.                                                        | OFFER
						STATISTICS AND EXPECTED TIMETABLE                                     
|ITEM
						3.                                                        | KEY
						INFORMATION                                                             
|ITEM
						4.                                                        | INFORMATION
						ON THE COMPANY                                                  
|ITEM
						5.                                                        | OPERATING
						AND FINANCIAL REVIEW AND PROSPECTS                                
|ITEM
						6.                                                        | DIRECTORS,
						SENIOR MANAGEMENT AND EMPLOYEES                                  
|ITEM
						7.                                                        | MAJOR
						SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                           
|ITEM
						8.                                                        | FINANCIAL
						INFORMATION                                                       
|ITEM
						9.                                                        | THE
						OFFER AND LISTING                                                       
|ITEM
						10.                                                       | ADDITIONAL
						INFORMATION                                                      
|ITEM
						11.                                                       | QUANTITATIVE
						AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                  
|ITEM
						12.                                                       | DESCRIPTION
						OF SECURITIES OTHER THAN EQUITY SECURITIES                      
|ITEM
						13.                                                       | DEFAULTS,
						DIVIDEND ARREARAGES AND DELINQUENCIES                             
|ITEM
						14.                                                       | MATERIAL
						MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|ITEM
						15.                                                       | CONTROLS
						AND PROCEDURES                                                     
|ITEM
						16A.                                                      | AUDIT
						COMMITTEE FINANCIAL EXPERT                                            
|ITEM
						16B.                                                      | CODE
						OF ETHICS                                                              
|ITEM
						16C.                                                      | PRINCIPAL
						ACCOUNTANT FEES AND SERVICES                                      
|ITEM
						16D.                                                      | EXEMPTIONS
						FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                  
|ITEM
						16E.                                                      | PURCHASES
						OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS      
|ITEM
						17.                                                       | FINANCIAL
						STATEMENTS                                                        
|ITEM
						18.                                                       | FINANCIAL
						STATEMENTS                                                        
|ITEM
						19.                                                       | EXHIBITS                                                                          
|                                                                    
|                                                                    
|SIGNATURES                                                           | 124                                                                               
|CREDICORP
						CONSOLIDATED FINANCIAL STATEMENTS                    | 125                                                                               
|REPORT OF INDEPENDENT AUDITORS                                      
|CERTIFICATIONS
						PURSUANT TO U.S. SARBANES-OXLEY ACT OF 2002    

1



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  (Credicorp as a separate entity or together
with its consolidated subsidiaries,  as the context may require),  maintains its
financial books and records in U.S. Dollars and presents its financial  statements in
accordance with International  Financial Reporting Standards  (IFRS).  IFRS vary in
 certain  respects  from  United  States  generally  accepted  accounting principles  (U.S.
 GAAP).  For a  discussion  of  significant  differences  between  IFRS and  U.S.  GAAP,
together with a reconciliation of net income and shareholders  equity to U.S. GAAP for
Credicorp,  see Note 24 to Credicorps  consolidated  financial  statements for the years
ended December 31, 2001,  2002 and 2003 (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,
2003, BCP accounted for 85.3% of Credicorps total revenues,  79.3% of total assets,
 113.2% of net  income  and 67.9% 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 22 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 22 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/.3.463 = US$1.00, the December 31, 2003 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 10, 2004 was S/.3.479 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 3(c) 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
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.

2



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.

3



PART I

Table of Contents


ITEM 1.
      IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not
applicable.

Table of Contents


ITEM 2.       OFFER
STATISTICS AND EXPECTED TIMETABLE

Not
applicable.

Table of Contents


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, 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  auditors.  The  summary consolidated  financial
data as of, and for the year ended,  December 31, 2003 is derived from the Credicorp
Consolidated Financial Statements audited by Medina,  Zaldívar,  Paredes & Asociados, a
member firm of Ernst & Young, independent accountants.

The
 report  of  Dongo-Soria  Gaveglio  y  Asociados,  a  member  firm  of
 PricewaterhouseCoopers, independent  auditors,  as of December 31, 2002 and for the
years ended December 31, 2001 and 2002,  appears elsewhere  in this Annual  Report.  The
report of Medina,  Zaldívar,  Paredes & Asociados  on the  Credicorp Consolidated
 Financial  Statements  as of  December  31,  2003 and for the year ended  December  31,
 2003, 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
 IFRS,  which  differ in  certain significant  respects  from U.S.  GAAP.  See Note 24 to
the  Credicorp  Consolidated  Financial  Statements, which provides a description of the
 significant  differences  between IFRS and U.S. GAAP, as they relate to Credicorp, and a
reconciliation to U.S. GAAP of Credicorps net income and shareholders equity.

4



SELECTED FINANCIAL
DATA

|                                                                                          | Year ended December 31,                                                           
|----------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------
|                                                                                          |                                                                                   
|                                                                                          | 1999                                                                              
|                                                                                          |                                                                                   
|                                                                                          | (U.S. Dollars in thousands, except percentages, ratios, and per common share data)
|INCOME STATEMENT DATA:                                                                   
|IFRS:                                                                                    
|Interest income                                                                           | US$828,511                                                                        
|Interest expense                                                                          | (462,739)                                                                         
|                                                                                          |                                                                                   
|Net interest income                                                                       | 365,772                                                                           
|Provision for loan losses (1)                                                             | (181,220)                                                                         
|Net interest income after provision for loan losses                                       | 184,552                                                                           
|Fees and commissions from banking services                                                | 146,084                                                                           
|Net gains (loss) from sales of securities                                                 | 56,110                                                                            
|Net gains on foreign exchange transactions                                                | 27,956                                                                            
|Net premiums earned                                                                       | 113,108                                                                           
|Other income                                                                              | 18,585                                                                            
|Claims on insurance activities                                                            | (89,366)                                                                          
|Operating expenses                                                                        | (407,011)                                                                         
|Merger costs                                                                              | 0                                                                                 
|                                                                                          |                                                                                   
|Income before translation result, income tax, and minority interest                       | 50,018                                                                            
|Translation result                                                                        | 7,129                                                                             
|Income tax                                                                                | (8,751)                                                                           
|Minority interest                                                                         | (4,894)                                                                           
|                                                                                          |                                                                                   
|Net income                                                                                | 43,502                                                                            
|Net income per Common Share (2)                                                           | 0.54                                                                              
|Pro-forma diluted net income per Common Share (3)                                         | 0.45                                                                              
|Dividends paid per Common Share                                                           | 0.20                                                                              
|U.S. GAAP:                                                                               
|Net income                                                                                | 45,943                                                                            
|Net income per Common Share (2)                                                           | 0.57                                                                              
|BALANCE SHEET DATA:                                                                      
|IFRS:                                                                                    
|Total assets                                                                              | 7,613,547                                                                         
|Total loans (4) (11)                                                                      | 4,737,689                                                                         
|Reserves for loan losses (1)                                                              | (307,343)                                                                         
|Total deposits                                                                            | 5,426,690                                                                         
|Shareholders equity                                                                      | 779,701                                                                           
|U.S. GAAP:                                                                               
|Shareholders equity                                                                      | 777,414                                                                           
|SELECTED RATIOS:                                                                         
|IFRS:                                                                                    
|Net interest margin (5)                                                                   | 5.24%                                                                             
|Return on average total assets (6)                                                        | 0.56                                                                              
|Return on average shareholders equity (7)                                                | 5.68                                                                              
|Operating expenses as a percentage of net interest and non-interest income (8)            | 56.19                                                                             
|Operating expenses as a percentage of average assets                                      | 5.28                                                                              
|Shareholders equity as a percentage of period end total assets                           | 10.24                                                                             
|Regulatory capital as a percentage of risk-weighted assets (9)                            | 11.35                                                                             
|Total past due loan amounts as a percentage of total loans (10)                           | 7.59                                                                              
|Reserves for loan losses as a percentage of total loans                                   | 6.49                                                                              
|Reserves for loan losses as a percentage of total loans and other contingent credits (11) | 5.48                                                                              
|Reserves for loan losses as a percentage of total past due loans (12)                     | 85.42                                                                             
|Reserves for loan losses as a percentage of substandard loans (13)                        | 38.84                                                                             



| | 
| | 

|(1) | Provision
for loan losses and reserve for loan losses include provisions and reserves with respect
to total loans and other credits.
|--- | ------------------------------------------------------------------------------------------------------------------------------------

|(2) | Credicorp
has 100 million  authorized  common shares (Common  Shares).  As of December 31, 2003,
 Credicorp had issued 94.4 million Common Shares, of which 14.6                million
are held by BCP, ASHC and PPS. Per Common Share data presented  assumes net
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5



| | outstanding
 shares (Common Shares net of shares held by BCP, ASHC and PPS) of                81.0
 million in 1999,  80.1  million in 2000,  79.5  million in 2001,  and 79.7 million in
2002 and 2003.  See Note 20 to the  Credicorp  Consolidated  Financial
               Statements.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Pro
forma diluted per Common Share data presented assumes 96.7 million Common Shares
 outstanding on all periods (see the preceding  footnote (2)), which includes
               2.4 million Common Shares corresponding to the stock option plan.  See
Note 16 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$873.7 million,  US$761.6
               million,  US$940.9  million,  US$1,425.6  million and US$1,586.9  million,
 as of December 31, 1999, 2000, 2001, 2002 and 2003,  respectively.  See Note 17 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) | 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, a
subsidiary of ASHC,  determines  risk-weighted  assets in accordance                with
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 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,  letters of credit and
 responsibilities  under credit line agreements.  See Note 17 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.  Reserves for loan losses includes reserves                with
respect to total loans and other credits, and do not include reserves for not
specifically identified loans which are part of the reserve equity account.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Reserves
for loan losses as a percentage of loans classified in categories C, D or E. See Item 4.
Information on the Company(B) Business  Overview(12) Selected
               Statistical Information(iii) Loan PortfolioClassification of Loan
Portfolio.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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)
|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                    | 3.496                                  | 3.463  | 3.477      | 3.464        
|2004 (through June 10)  | 3.500                                  | 3.461  | 3.481      | 3.479        



|Source: SBS
|-----------

|(1) | Highest
and lowest of the 12 month-end exchange rates for each year based on the offered rate.
|--- | ----------------------------------------------------------------------------------------------

|(2) | Average
of month-end exchange rates based on the offered rate.
|--- | --------------------------------------------------------------

|(3) | End
of period exchange rates based on the offered rate.
|--- | -------------------------------------------------------

6



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)
| | 2003                                  
| | December                               | 3.480   | 3.468 
| | 2004                                  
| | January                                | 3.500   | 3.452 
| | February                               | 3.500   | 3.465 
| | March                                  | 3.480   | 3.450 
| | April                                  | 3.490   | 3.455 
| | May                                    | 3.500   | 3.480 
| | June (through June 10)                 | 3.490   | 3.482 



|Source: Economatica
|-------------------

|(1) | Highest
and lowest of the daily closing exchange rates for each month based on the offered rate.
|--- | ------------------------------------------------------------------------------------------------

The
average of the bid and offered free market exchange rates published by the SBS for June
10, 2004 was S/.3.479 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  intervened 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

7



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 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.  Despite Perús moderate economic growth,
the Toledo  administration has at times faced public unrest spurred by the high rates of
unemployment,  underemployment and poverty.  President Toledo has been forced to
restructure his cabinet on several  occasions to quell public unrest and to maintain his
political  alliances.  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 continuing
 public unrest,  there can be no assurance that the government will continue its current
economic policies or that Perus recent economic growth will 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

8



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 IFRS, which differ in certain
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 24 to the Credicorp
Consolidated Financial Statements for a description of the significant  differences
between IFRS 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.  Credicorp has been advised by its Bermudan
counsel that uncertainty exists as to whether courts in Bermuda will enforce judgments
obtained in other jurisdictions,  including the United States,  against it or its
directors or officers under the securities laws of those jurisdictions or entertain
actions in Bermuda against it or its directors or officers under the securities laws of
other jurisdictions.

In
addition,  Credicorps  bye-laws  (the  Bye-Laws)  contain a broad  waiver by its
 shareholders  of any claim or right of action,  both  individually  and on Credicorps
 behalf,  against any of  Credicorps  officers or  directors.  The waiver  applies to
any action  taken by an officer or  director,  or the failure of an officer or director
to take any action, in the performance of his or her duties,  except with respect to any
matter involving any willful negligence,  willful default,  fraud or dishonesty on the
part of the officer or director.  This waiver limits the right of shareholders to assert
claims against  Credicorps  officers and directors  unless the act or failure to act
involves willful negligence, willful default, fraud or dishonesty.

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

9



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 a significant  percentage 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 due 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

10



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.

11



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.

Table of Contents


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 and with
limited  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, 2003, Credicorps total
assets were US$8.3 billion and  shareholders  equity was US$910.7  million.  Its net
income in 2002 and 2003 was US$42.4 million and US$80.6  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, 2003
(see Note 21 to the Credicorp Consolidated Financial Statements):

|                   | As of and for the Year ended December 31, 2003
|------------------ | ----------------------------------------------
|                   |                                               
|                   | Total                                         
|                   | Revenues                                      
|                   |                                               
|                   | (U.S. Dollars in millions)                    
|Commercial Banking | US$ 703                                       
|Insurance          | 125                                           
|Investment Banking | 84                                            
|                   |                                               
|Credicorp          | US$ 912                                       

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

12



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$293.9 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 sold in its entirety 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.  As of December 31,  2003, BCB operated 46 branches
located throughout Bolivia.  BCBs results have been consolidated in the BCP financial
statements since the date of its acquisition in November 1993.

The
following  tables show the  organization of Credicorp and its principal  subsidiaries as
of December 31,  2003 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):

13



|                                              | As of and for the Year ended December 31,2003(2)
|--------------------------------------------- | ------------------------------------------------
|                                              |                                                 
|                                              | TotalAssets                                     
|                                              |                                                 
|Banco de Crédito del Perú                     | 79.3%                                           
|Atlantic Security Holding Corporation         | 9.5%                                            
|El Pacífico-Peruano Suiza Compañía de Seguros | 7.0%                                            
|Banco Tequendama                              | 3.5%                                            
|Others(3)                                     | 0.7%                                            

_____________________


|(1) | Includes
the equity interest held by PPS.
|--- | -----------------------------------------

|(2) | Percentages
determined based on the Credicorp Consolidated Financial Statements.
|--- | --------------------------------------------------------------------------------

|(3) | Includes
Inversiones Crédito, Credicorp Securities Inc., and others.
|--- | --------------------------------------------------------------------

The
following tables show the organization of BCP and its principal subsidiaries as of
December 31, 2003:

|                                             | As of and for the Year ended December 31, 2003(3)
|-------------------------------------------- | -------------------------------------------------
|                                             |                                                  
|                                             | Total
     Assets                                
|                                             |                                                  
|Banco de Crédito del Perú                    | 88.1%                                            
|Banco de Crédito de Bolivia                  | 6.7%                                             
|Crédito Leasing S.A.                         | 3.3%                                             
|Solución Financiera de Crédito del Perú S.A. | 1.6%                                             
|Credibolsa Sociedad Agente de Bolsa S.A.     | 0.1%                                             
|Others(4)                                    | 0.2%                                             

__________________________


|(1) | Credicorp
holds an additional 2.73% stake.
|--- | ------------------------------------------

|(2) | 100%-owned
after a 45% remaining stake was acquired in March 2003.  Solución  Financiera de Crédito
del Perú S.A. was subsequently  merged into BCPs banking operations          in March
2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Percentages
determined based on BCPs consolidated financial statements as of and for the year ended
December 31, 2003.
|--- | -----------------------------------------------------------------------------------------------------------------------

|(4) | Includes
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%
(including shares held by PPS).

14



In
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-Perúwas merged into BCP on
February 28, 2003.

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,  making
Solución once again a BCP wholly-owned  subsidiary.  Substantially all of Solucións
 assets and liabilities were absorbed into BCPs Peruvian  banking  operations in March
2004.  Solucións net income in 2003 was US$7.6 million,  and it had, as of February 28,
2004, a loan portfolio of US$88.4 million, with a 3.0% past-due ratio.

During
2003, BCP converted Banco de Crédito  Overseas Limited  (BCOL),  its offshore bank in
the Bahamas,  into a vehicle to conduct  investments and sold it to ASHC,  which  expects
to dissolve  BCOLs  operations  during 2004.  Certain  long term equity  interests,
 held  previously  by BCOL,  were  transferred  to BCP which were then transferred to
Inversiones  Crédito in accordance with  Credicorps  policy for holdings of equity
interests in non-financial  companies.  In April 2004, PPS sold  substantially all of its
holdings of Credicorps equity shares to ASHC (see Item 7. (A) Major Shareholders).

(B)
           Business Overview

(1)
Introduction  Review of 2003

As
was the case in 2002, Credicorps results improved in 2003. Net income increased
 substantially,  the quality of the loan portfolio and of investments in other risk
assets continued to improve, and Credicorp advanced firmly in the key medium term
business strategies established in 2002.

During
2003, there was further consolidation in the Peruvian banking system, with resulting
improvements in loan quality and profits.  Nevertheless,  with certain exceptions such as
consumer loans and lending to micro-businesses, business volumes remained depressed.

The
 improvement  in Credicorps  results was driven mainly by its  commercial  banking
 operations,  where loan loss  provisions  decreased  while  recoveries of charged-off
 loans  increased,  and by the continuing  positive trend in non-interest  income.  In
2003,  Credicorps net income increased by 90% to US$80.6 million from US$42.4 million in
2002,  despite  extraordinary  merger costs  incurred in 2003 mostly as a result of the
 BSCH-Perú  merger,  which  represented  a cost of US$18.6  million.  Although
profitability levels are not yet at desired levels, improvements are expected to continue
in the medium term as a result of the consolidation of Credicorps businesses.

Credicorps
 asset quality improved  substantially in 2003. Past due loans fell from 8.4% of the
total loan portfolio in 2002 to 5.7% in 2003, while past due loan coverage by provisions
grew from 104.4% in 2002 to 127.5% in 2003. Also,  during 2003, both BCB and Banco
Tequendama  improved their loan quality  indicators,  a positive change from 2002 when
their credit risk increased.

Credit
risk was lower in 2003 than in previous years, a trend  continued into 2004. In order to
improve  operating  efficiency in credit risk  evaluation  without affecting lending
activities,  BCP has transferred its middle market credit analysis team to other business
units with related responsibilities.  However, final credit decisions will remain
centralized.

15



In
Credicorps  insurance  business,  net premiums  remained at 2002 levels (at US$125.1
 million) but only after allowing for substantial  increases in reserves, mostly related
to the life annuities business line, in 2003 compared to 2002.

The
BSCH-Perú merger was successfully  executed in a period of two and a half months.
 Despite a few setbacks in operations in respect of the new client base, new clients
received service commensurate with BCPs high quality standards and retained business
volumes were higher than expected while projected cost reductions were attained.

In
March 2003, BCP acquired the remaining 45% of the equity shares of Solución from BCI and
other  shareholders.  As a result of the acquisition,  Solución became once again a
 wholly-owned  subsidiary of BCP. The  acquisition  represented a further step in
 Credicorps  strategy of increasing  its lending,  particularly  to the small and
micro-business  segments.  In order to effectively manage the requirements of its new
clients,  BCP established a specialized unit to manage loans to small and
 micro-businesses within the Personal Banking division.

In
the first quarter of 2003, BCP completed its support  program to BCB by purchasing
 US$12.4 million of sub-standard  loans,  which were  provisioned at the BCP level. Loan
quality at BCB improved during the second half of 2003, and Credicorp expects that such
improvement will continue in the near term.

Banco
Tequendamas  contribution was negative in 2003, although significantly less so than in
2002. Contributed losses amounted to US$5.5 million in 2003 compared to US$20.2  million
in 2002. The improved  results at Banco  Tequendama are due to  restructured  operations
 and changes in the business  model,  which resulted in increases in lending in the
personal banking segment.

The
results of ASHC improved in 2003, with reduced risk in its  proprietary  investments
 portfolio and an increase in the volume of managed  assets.  At year-end 2003, 37% of
ASHCs investment  portfolio  consisted of investment-grade  securities,  compared to 10%
in 2001, with the remaining  non-investment  grade securities also showing improved
average risk ratings.  Also,  ASHCs  investment  portfolio had un-realized  gains of
US$11 million in 2003,  compared to un-realized  losses of US$7.4 million in 2002. Total
managed funds,  deposits and assets under  management  were US$1.3 billion in 2003, an
18.3% increase from US$1.1 billion in 2002,  representing a significant  volume that
Credicorp expects will permit ASHC to generate a stable and diversified revenue stream.

(2)
Strategy

Credicorps
key strategic  initiatives,  established in 2002 for the medium term, were applied during
2003 and remain in place for the 2004 fiscal year. Credicorp intends to focus its
initiatives in 2004 on:

- increasing
profitability;

- improving
efficiency through reductions in operating costs and more aggressive use of electronic
channels;

- developing
under-banked segments, which involve small companies and individuals, through specially
tailored loans and transactional products;

- increasing
funds under management through focus on wealth management services;

16



- reducing
net income volatility and further strengthening the balance sheet;

- reducing
the rate of claims in the insurance business; and

- limiting
international expansion.

Credicorp
 expects  that its  business in 2004 will be favored by a positive  international
 economic  environment,  with growth in the most  important  developed countries and in
Asia.  These positive  factors,  however,  are likely to be partially offset in Perú by
the Financial  Transactions Tax (ITF),  applicable in Perú since March 2004 and
 expected to be applied in Bolivia in the near  future,  which is expected to affect the
banking  system and the economy as a whole,  possibly  leading to reduced  bank
intermediation  and increasing  cash  transactions  and the informal  economy.  In 2004,
 Credicorp  expects to benefit from lower  provisions for loan losses,  synergy from the
acquisition  of the remaining  equity shares of Solución by BCP, a moderate  increase in
banking fees and the strict  containment of operating  expenses.  Credicorp also expects
that its net interest margin will continue to decline, partly offset by a slight increase
in loan volumes.

In
2003, BCP expanded its branch network,  with seven out of ten new offices located in
under-banked  districts of the city of Lima, where high demand for banking services is
expected.  Although the loan and risk assets volume has not grown in recent years,  the
number of banking  transactions  has  increased  significantly,  a trend that supports
Credicorps strategy of focusing on developing  transactional  business services for
which fees are charged.  Fees on banking services generate stable,  diversified and low
risk revenues that offset declining net interest income.

In
March 2003,  Credicorp  started the initiative of reducing,  in the three years  starting
from such date,  BCPs  efficiency  ratio from 56% in 2002 to 50% and Credicorps
 efficiency ratio from 52% in 2002 to 45%.  Credicorp intends to reach these targets
without  sacrificing the quality of its customer  service,  which Credicorp will continue
to monitor  closely.  The  efficiency  ratio at BCP,  excluding  non-recurring  revenues
and expenses,  improved to 51.9% in 2003 from 55.8% in 2002. At Credicorp,  the
efficiency ratio improved to 50.6% in 2003 from 52.1% in 2002.

Credicorp
expects its insurance  business,  carried out by its subsidiary PPS, to increase its
 profitability in 2004 through lower net claims,  decreased charges for reserves and
increased  premiums in its life insurance and annuities  businesses.  In 2004, PPS will
focus on successfully  merging the operations of Novasalud EPS, which is expected to more
than double the volume of its own subsidiary in the private health insurance segment. PPS
will also take steps to reduce further the rate of claims.

In
2004,  ASHC will continue its 2003 strategy of balancing its  investment  portfolio to
reduce  exposure to market  volatility  while  sustaining  growth in the management of
third-party  funds. In Bolivia and Colombia,  Credicorp  expects that neither BCB nor
Banco  Tequendama will require  additional  capital support in 2004, and that each entity
will return to  profitability  during the course of the year. In 2004, BCB will focus on
consolidating  changes carried out in 2003 to improve credit  management and portfolio
quality,  increase  profitability  through an increase in service fee income and improve
quality of service.  Banco Tequendama will continue to focus its strategy upon increasing
its volume of operations, particularly in the Personal Banking segment, while keeping low
risk requirements.

(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, 2003, BCP ranked first among Peruvian banks with S/.22.9 billion (US$6.6  billion) in
total assets,  S/.14.2  billion

17



(US$4.1  billion) in total loans,  S/.18.5 billion
(US$5.3 billion) in deposits and S/.2,235 million (US$645 million) of  shareholders  equity.
 BCPs net income for 2002 and 2003 was S/.232.7 million (US$67.2  million) and S/.308.8
million (US$89.2  million),  respectively.  As of December 31,  2003, BCPs loans in the
Peruvian  banking system  represented  approximately  34.4% of the systems total, and BCPs
deposits represented  approximately 36.1% of total deposits in the Peruvian banking
system,  increasing from 29.7% and 33.9%,  respectively,  as of December 31, 2002.

At
 December 31,  2003,  BCP had the largest  branch  network of any  commercial  bank in Perú with
208 branches,  including 116 in Lima and the adjoining city of Callao.  BCP operates an
agency in Miami and a foreign branch in Panama.  As discussed above,  during 2003, BCP
converted BCOL into a vehicle to conduct  investments and sold it to ASHC.

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, 2003, ASHC had total assets of US$776.3  million and  shareholders  equity
of US$112.9 million  (compared with US$666.5  million and US$110.3  million,
respectively,  as of December 31,  2002).  ASHCs net income was US$10.9  million in 2003
and US$5.8  million in 2002.  The increase in income from 2002 to 2003 was  principally
the result of increased gains by its investment  portfolio.  Loans outstanding,  net of
provisions,  in ASHCs portfolio totaled US$176.1 million,  US$160.5 million and US$152.4
million at December 31, 2001,  2002 and 2003,  respectively,  representing a decrease of
8.9% between 2001 and 2002 and of 5.0% between 2002 and 2003.  Deposits  increased 15.6%
to US$629.4  million at December 31, 2003 from  US$544.3  million at December 31, 2002,
 after  decreasing  2.0% from US$555.7  million at December 31, 2001.  Third party assets
under  management  increased  29.2% from US$422.0  million in 2001 to US$545.3  million
in 2002, and again by 21.8% to US$664.1  million in 2003,  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 was 0.0% from 1996 through
2002, but reached 2.3% as of December 2003,  while reserves for probable loan losses
 increased from  US$688,000 in 2001 to US$1.9 million in 2002, and further to US$4.8
million in 2003.  In 2003,  past due loans  increased,  principally  to corporate
 customers.  Nevertheless,  as December  31,  2003,  past due loans were covered in
excess by loan loss provisions, with a coverage ratio of 131.0%.

Credicorp
 conducts  commercial  banking  activities in Bolivia through BCB, a full service
 commercial bank with, as of December 31,  2003,  US$354.7  million in deposits,
 US$446.2  million in assets and US$262.5  million in net loans.  As of December 31,
2003,  BCB was the fourth  largest  Bolivian bank in terms of loans,  with a 12.2% market
share, and also the fourth largest in terms of deposits, with a 12.5% market share.

Credicorp
also carries out commercial  banking  operations in Colombia through Banco  Tequendama,
 which as of December 31, 2003 had US$187.5 million in deposits, US$293.9 million in
assets and US$232.1 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  approximately  US$37 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,

18



(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% but declined by 7.0% during 2003.  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 due 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  68.1% of its loans and 94.8% of its other extensions of
credit (primarily  guarantees and letters of credit) at December 31,  2003 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.

19



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 Perú because 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 2003. The composition
of these loans was  approximately  80% foreign  currency-denominated (primarily U.S.
 dollar-denominated)  and 20% Nuevo  Sol-denominated.  During 2003, corporate loans
continued their declining margins due to excess liquidity and the competition from
financing through capital market issues, which was partly offset by the increase in local
currency lending, which has higher rates and spreads.

ASHCs
 Corporate  Banking  division  makes working  capital and bridge  loans.  As of  December 31,
 2003,  approximately  63.3% of ASHCs loans were to Peruvian companies, 11.1% were to
companies in Bolivia, an additional 4.6% were to companies in Colombia and the remainder
were to borrowers in other Latin American countries.

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, grew to US$1.2 billion in 2002 but decreased
back to US$1.0 billion in 2003, while stringent credit quality  requirements  continued
to be enforced.  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

20



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, 2003,  Credicorps  leasing  operations totaled US$372.4  million,
 57.1% 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  45.2% at December 31, 2003. The principal  means of financing for
 Credileasing  is through the issuance of specific  leasing bonds, of which a total of
S/.567.5 million (US$163.9  million) were outstanding as of December 31, 2003, while
Credicorp has a total  outstanding of US$233.0 million,  with the difference being issued
by BCP.  Management  estimates that  Credileasings  market share among  specialized
 leasing companies was 52.1% at December 31, 2003.  Leasing  customers are primarily
 companies engaged in manufacturing, communications, commerce and fishing that lease such
items as machinery, equipment and vehicles.

The
agricultural loan portfolio,  with a balance of approximately US$142.7 million at
year-end 2003, 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 2003,  US$125.3 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 Perú generally 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
2003,  Peruvian  exports  increased  16.5% from US$7.7 billion to US$8.9 billion,
 principally due to increased  exports of mining products and of manufactured goods.
 During the same year, BCPs export  facilities  volume increased 31.0% to  US$3.8 billion,
 amounting to 42.7% of total Peruvian exports

21



(38.1% in 2002).  Total Peruvian imports
were US$8.3 billion in 2003,  increasing 12.2% from US$7.4 billion in 2002,  principally
due to higher demand for raw materials.  BCPs import  facilities volume in 2003 was
US$1.6 billion, representing a 6.7% increase from 2002 and 20.5% of total imports (19.5%
in 2002).

BCP
has a direct  presence  abroad through an agency in Miami and a branch in Panama,  and
has access to a wide network of foreign  correspondent  banks, to offer 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 2003, BCPs significant surplus of liquidity allowed it to
maintain 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
2003,  BCPs share of the market for structuring  fixed-income  instruments was 37%, as
compared to 44% in the previous year, amid  significant  growth in such market which
increased 55% to US$1.5 billion.  In 2003, the Corporate Finance area placed corporate
bonds,  securitized bonds,  financial leasing and short-term  instruments for a total
 transaction  volume of US$553  million.  Among the most  important  placements of
 instruments  of long-term  debt were issues by Cementos  Pacasmayo  (US$80  million),
Electroandes (US$80 million), and Red de Energía del Peru (US$50 million).

During
2003 short-term  instruments,  mostly  commercial  paper and certificates of deposit,
 structured by BCP totaled US$184 million,  representing a 43% 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 Solución.

In
operations  related to project  financing and structured  loans,  BCPs  Corporate
 Finance area  structured  transactions  during 2003 worth a total of US$372 million.
 Significant  syndicated  loan  structuring  projects  included the financing of
Electroandes  for US$70 million,  Petrobras  Energía Perú for US$40 million,  and Grupo
Aguaytía for US$80 million.  Funding for important Peruvian companies spanned different
sectors such as cement, mining, food and education.

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.

22



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.

In
spite of a decrease in leasing loan balances,  the financial leasing business recovered
in 2003, after being affected in prior years by declining market demand due to an adverse
environment for private  investments and the co-existence of two tax systems applicable
to leasing  operations,  which put BCP at a disadvantage in relation to certain competing
banks.  Changes in legislation implemented in 2003 ensure that the tax treatment applied
to leasing operations by all banks will be uniform.

During
2003,  consolidated loan disbursements were US$130 million,  with a balance at the end of
the year of US$372.4 million.  Credicorp maintained leadership in the financial leasing
market,  with a market share of 45.2% at the end of 2003,  increasing from 42.6% at the
end of 2002, due in part to the integration of BSCH-Perús  leasing operations.

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,
 grouped into more than thirty products, 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
2003, the volume transacted using the electronic factoring system increased by over
170%, while fee income for collection of trade bills and transfers of funds increased by
11% and 29%, respectively. Likewise, the number of customers affiliated with the
electronic banking service Telecrédito rose by 15%, which contributed to an increase in
fee revenue by 19%. 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, which increased the
number of accounts from 400,000 to 460,000.

In
2003, BCP continued its efforts to learn the best practices in the transactional business
in other countries and is currently focused in developing services modeled on Brazilian
precedents, as well as in tailoring products to the specific needs of micro-businesses.

(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 declining loan volumes by BCPs retail units,  such loan volumes grew in 2002,
 particularly  in loans to small  businesses and home mortgages, but decreased again in
2003. Retail  banking-related  loans accounted for  approximately  32.0% of BCPs total
loans at the end of 2003 versus 30.3% and 28.0% at the end of 2002 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

23



Banking, Institutional Banking and Micro-business Banking,
which was instituted after the merger of Solución in March 2004.

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 which are served primarily with sales and inventory  financing and
working capital loans,  complemented by cash credits through  overdrafts.  The
Micro-business  Banking area primarily manages  individuals who run small independent
 businesses, requiring small loans of up to US$20,000.  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
2003, the retail banking business of Banco Tequendama  experienced  significant growth.
Banco Tequendamas  strategy of developing  specialized credit products focusing on
 individuals  and consumer  loans has resulted in an increase in the share of Personal
 Banking loans in Banco  Tequendamas  total loan  portfolio  from 12.2% as of December
2001, to 16.7% in December 2002, and further to 26.0% in December 2003.

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
2003, 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$1.1 billion and US$470 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
2003, as a savings  alternative  principally  for Exclusive  Banking  customers,  BCP
 encouraged  investment in mutual funds.  At the end of 2003, BCP was managing US$638
million in mutual funds on behalf of these customers, up from US$426 million at the end
of 2002.

24



Small
Business Lending

Small
business  lending is the largest segment within BCPs Personal  Banking  operations and
is carried out by the Business  Banking and  Micro-business  Banking areas.  These areas
serve 120,000  corporate and  individual  customers with annual sales of less than US$1
million.  Approximately  90,000 of these  customers  were  previously clients of Solución.
 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,  only to fall 21.9% in 2003 reaching  US$398 million at year end. The
decrease  experienced  in 2003 was mainly due to an increase in overdue loan  charge-offs
 and the  reclassification  of loans acquired by  subsidiaries  in 2002 to other market
segments.

Business
Banking has divided its clients into different areas:  Small Businesses,  which have
annual sales of less than US$300,000;  and Consolidated  Businesses, which have annual
 sales  between  US$300,000  and US$1  million.  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.

Micro-business
 Banking concentrates its efforts in small loans to individuals who primarily derive
their income from small family-run business activities.  Loans to micro-businesses as of
December 31, 2003 amounted to S/.438.3 million (US$126.5 million), with a 19% estimated
market share.

Mortgage
Lending

BCP
was the largest  mortgage  lender in Perú with a market share of 37% of total mortgage
loans in the Peruvian  banking system as of December 31, 2003. 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 MiViviendalow-income housing
program, and the current economic outlook for controlled inflation and renewed gross
domestic product (GDP) growth in Perú. BCP had US$574.8 million of outstanding
mortgage loans at December 31, 2003 compared to US$519.4 million at the end of 2002.

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 MiViviendaprogram. The MiViviendaprogram,
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

25



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 158,000 in 2001, to 186,000 in 2002,  and to 249,000 at year-end 2003. BCB has
issued approximately 20,000 credit cards in Bolivia.

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 34% of the credit cards issued by the banking  system in Perú as of December
31, 2003.  The  estimated  total number of credit cards issued in Perúas of December 31,
2003 was approximately 3.0 million, of which approximately 68% were issued by non-banking
entities or department stores.

In
1997,  VISANET  was  established  in Perú 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 its total shares. In 1997, the number of electronic
 payment terminals was approximately  1,500,  increasing to 8,415 as of December 2001, to
11,645 at December 2002 and further to 14,031 terminals at year-end 2003. At the end of
2003, the number of Visa cards issued in Perú,  including  credit and debit cards,  stood
at  approximately  4.0 million,  while the number of transactions  processed during the
year grew 14.2% to 26.5 million, and purchases grew 11.2% to US$825 million.

BCPs
total credit card billings during 2003 were  S/.1,220.8  million  (US$351.2  million),
 and the credit balance as of December 31, 2003 was S/.574.8  million (US$141.9
 million),  representing  3.5% of total loans. In 2003,  BCPs market share of total
purchases made with Visa credit cards was 40.0%,  compared to 36.7% in 2002. 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,  2003,  BCPs  credit card  portfolio  had  balances  past due of
approximately  5.5%.  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 19% in the use of this card (13% in 2002),  with
total billings of US$167 million (US$141 million in 2002).  See -- (iii) Credit Policy
and Review.

Consumer
Finance

Consumer
finance services offered by the Consumer Banking unit at BCP are currently provided to
approximately 1.5 million customers,  who account for 34% of total deposits and 14% of
Retail Banking  loans,  and contribute 50% of  non-interest  revenue.  Lending  products
 offered  include cash consumer  loans,  payroll loans and loans for specific purposes
like automobile purchases, travel and education.

Solución,
a mass consumer finance entity, 100% owned by BCP since the purchase in March 2003 of a
45% equity stake held by BCI,  transferred  substantially all of its assets and
liabilities to BCP in

26



March 2004. Solucións mass consumption segment was restructured
and transferred to the Consumer Banking unit at BCP.

Institutional
Banking

The
Institutional Banking area, which serves non-profit  organizations,  whether public or
private,  deals with approximately 4,800 institutions,  including state and local
government entities,  international bodies,  educational institutions and
non-governmental  organizations.  The client base has grown significantly since 2002 due
to a market re-segmentation effort.  These clients are served by specialized teams in
both the Middle Market Banking and Personal Banking divisions.

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.  At the end of 2003,  their deposits and shares in Credicorps
 mutual funds reached US$788 million (US$614 million at the end of 2002),  while their
loans reached US$33 million (US$31 million at the end of 2002).  During 2003, the
 Institutional  Banking  clients  increased  their use of services  offered by BCP, among
which are: office banking (34% increase); collections (63% increase); and automated
payroll payment (43% increase).

(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.

Credit
risk in retail banking  involves the assessment of the clients  financial  track record
and other aspects in order to determine its ability to repay debt. Additionally,  in each
case, loan approval is subject to a number of credit scoring models,  which assign
loan-loss  probabilities that relate to expected returns of each market segment.

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.

27



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 regularly 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,  except for Corporate Banking loans,  Credicorp is a secured lender. As of
December 31,  2003,  approximately US$2.1 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

28



amount by
at least 25%. 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
on the financial  statements,  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, 2003,  BCPs  deposits  amounted to S/.18.5  billion  (US$5.3 billion),
 11.8% below the December  2002 balance.  BCP has  historically  relied on the more
 traditional,  low cost deposit  sources such as demand  deposits,  savings and CTS
deposits.  At December 31, 2003, these core deposits  represented  64.6% of BCPs total
deposits.  BCPs extensive branch network  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, 2003, BCPs Wholesale  Banking  division
 accounted for  approximately  28.1% of total deposits,  of which 35.9% were demand
deposits,  55.8% time deposits,  and 8.3% savings. Of all deposits from BCPs Wholesale
Banking division,  most (76.4%) were foreign  currency-denominated  (almost entirely U.S.
Dollars) and the balance (23.6%) 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, 2003, 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 2003,  ASHCs
core deposit base  increased to US$629.4  million from  US$544.3  million as of December
31, 2002.

29



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  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.

(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 2003,  Credibolsa had a total trading
volume of US$1.6 billion,  increasing from US$1.4 billion in 2002.  Credibolsa had 15% of
the total trading volume in variable return  instruments and 53% of the volume in trading
of fixed income instruments on the Lima Stock Exchange in 2003, compared to 18% and 31%
in 2002,  respectively.  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

30



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 13.3% of the total and a traded
volume of US$31.1 million in 2003 (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$16.6 billion in 2003,  increasing from US$14.9
billion in 2002, while its foreign exchange trading services market share was
approximately 23% (24% in 2002).

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, 2003, ASHC had approximately  US$307.0 million invested in these
 types of  securities  (US$299.6  million in 2002).  ASHC  generally  utilizes  its own
funds for these  activities  rather than  borrowings.  ASHC also holds an equity
investment in Credicorp and an affiliate with a fair value of  approximately  US$153.4
 million at December 31, 2003 (US$97.7  million at December 31, 2002),  increasing
 during 2003 due to the transfer of shares held by BCP. 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 its senior  management.  The Board of  Directors of ASHC
reviews and approves  exposure  limits for countries with transfer risk on a quarterly
 basis.  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, Banco Tequendama 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 2003 it continued  to be the largest  mutual fund  manager in Perú with
50.3% of the market at year-end,  as compared to 51.6% in 2002 (which included a 13.2%
market  share from  BSCH-Perús  fund  administrator).  At December  31, 2003,  total
 Peruvian  funds in the mutual  funds system  amounted to US$2.0  billion, increasing 34%
from US$1.5 billion in 2002.  Since 2001 volumes have grown substantially due in part to
decreased interest paid on banking deposits.

31



As
of  December 31,  2003,  Credifondo  managed six separate  funds,  with a total of 36,867
 participants,  decreasing  from twelve funds in the prior year after consolidating
 funds  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,  2003, the total amount
of funds managed by Credifondo was US$1.0 billion, increasing from US$787.1 million at
December 31, 2002.

As
of December 31, 2003, the Bolivian fund administrator  managed a total of US$25.1 million
of third-party funds, and Banco Tequendama managed a total of US$25.5 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$664.1  million as of December 31, 2003,  compared to US$545.3 million
as of December 31, 2002. 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$6.6  billion in  securities  for over 98,000  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 third year of existence,
 Fiduciaria  manages 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 2003 with 70 outstanding
operations (43 in 2002) and a book value of managed equity of more than US$1.8 billion
(US$230 million in 2002).

(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. PPS invests 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.

32



(5)
 Insurance

Credicorp
conducts its insurance operations  exclusively through PPS, which provides a broad range
of insurance products.  In 2003, the six most significant lines together  constituted
 80.8% of 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 29.9%
based on gross insurance premiums and 29.5% based on net premiums earned in 2003.

PPSs
 consolidated  net income in 2003 was S/.38.4 million  (US$11.1  million),  an increase
of 6.1% from S/.36.2 million  (US$10.5  million) in 2002.  Operating expenses during 2003
were 16.5% of net premiums written, lower than 18.2% in 2002 and 18.4% in 2001.

PPSs
net  underwriting  results  decreased  9.8% to  S/.66.5  million  (US$19.2  million)  in
2003  mainly  due to higher  technical  reserves.  The ratio of net underwriting  results
to net premiums  decreased from 8.4% during 2002 to 6.6% in 2003,  also mainly due to the
higher  technical  reserves.  Total premiums  increased  14.3% to S/.1,001.7  million
(US$289.2  million) during 2003 from S/.876.2 million (US$253.0  million) in 2002. Net
premiums earned,  net of reinsured  premiums and of technical reserves (as defined below
in (ii) Claims and Reserves), were S/.482.7 million (US$139.4 million) in 2003,
decreasing 2.0% as compared to the previous year.

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  12.8% and 27.3% of total premiums,  respectively,  as of
December 31, 2003, and 15.0% and 30.7%,  respectively,  as of December 31, 2002. The ten
largest brokers accounted for  approximately  25.1% of total premiums as of December 31,
2003. 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 since 1997, is
38%-owned by a subsidiary of American  International Group (AIG).  Pacífico Vida had
total  premiums of S/.342.9  million  (US$99.0  million) in 2003,  42.3% over premiums in
2002,  which in turn  increased  7.5% over 2001.  Growth in 2003 was primarily driven by
a 136.6%  increase in premiums in the life annuity  business line in such year to
S/.155.2  million  (US$44.8  million),  which  represented a 25.2% market share.  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 31.3% of the  individual  life and at 30.4%
of the legal life  segments in 2003,  compared to 30.9% and 26.5% in 2002,  respectively.
The individual life insurance and the life annuities  markets are expected to have the
highest growth rates.  Credicorp,  through BCPs branch  network,  during 2003 sold
21,000 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),  becoming one of only three private health service providers that offer an
alternative  to public social  security.  Pacífico  Salud had total revenue of US$23.9
 million in 2003 and US$24.8  million in 2002,  with net income of US$0.7  million in
2003 and of US$1.4  million in 2002. In March 2004,  PPS

33



acquired  Novasalud  EPS, for
US$6.5  million,  which is expected to merge with Pacífico Salud in the second quarter of
2004.  During fiscal year 2003 Novasalud EPS reported total fees of US$36.6 million.

(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 2003 were Lloyds,  New Hampshire (an AIG company),  Munchener Ruck,  Swiss
Re, Everest Re,  Converium AG, QBE Re, and Hannover AG.  Premiums  ceded to reinsurers
 represented  24.8%,  26.2% and 25.0% of premiums  written in 2001,  2002 and 2003,
 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, 2003, premiums for reinsurance written by
PPS totaled S/.12.9 million (US$3.7 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 48.7% in 2003 from 58.6% in 2002 and 63.9% in 2001.  The net loss ratio from the
health and medical assistance  insurance line, which represented 18.0% and 21.8% of total
premiums in 2003 and 2002,  respectively,  decreased to 83.5% from 85.2% in 2002.
 Automobile  risks,  5.6% of PPSs  premiums  in 2003  (7.1% in 2002),  increased  to
60.7% in 2003 from  59.5% in 2002.  The  property  casualty  line,  23.5% of total
premiums in 2003 (22.6% in 2002),  decreased to 13.4% from 15.9% in 2002.  Marine hull
insurance  claims,  3.1% of premiums,  increased to 71.1% from 60.3% in 2002. The net
loss ratio from private pension fund insurance, 7.7% of total premiums in 2003 (9.2% in
2002), decreased from 110.4% in 2002 to 109.8% in 2003.

PPS
is required to establish claims reserves in respect of pending claims in its
 property-casualty  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.  Such reserves are reflected as liabilities in
PPSs financial  statements,  net of any related reinsurance  recoverables.  Reserves for
incurred but not reported (IBNR) claims are estimated and provisioned, net of
reinsurances and possible  recoveries,  considering actual amounts in the last seven
years.  Pursuant to internal policies,  however,  PPS sets aside approximately 35% of its
monthly health insurance premiums as IBNR reserves.

Pursuant
to SBS  regulations,  PPS  establishes  pre-event  reserves for  catastrophic  risks with
respect to earthquake  coverage,  including since 2003 unearned premiums,  in the
commercial property,

34



business  interruption,  and engineering lines.  According to IFRS
principles,  income charges for catastrophic reserves are reversed for Credicorps
financial statements.

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 in accordance with
international  practice.  PPS also establishes  unearned premium reserves to cover the
risks, in future periods,  of policy lapse or termination prior to the end of the policy
period.

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 13.9% and 13.6% of PPSs revenues for the years ending December 31, 2003 and 2002,
respectively.

As
of December 31, 2003, the book value of PPSs trading  securities was S/.75.8  million
 (US$21.9  million)  while the investment  portfolio,  after the sale of Backus and
including Credicorp as discussed below, was S/.1,213.9 million (US$350.5 million), which
included:

- S/.1,193.9
million (US$344.8 million) invested primarily in bonds and net of S/.40.5 million
(US$11.7 million) of provisions for lower market value; and

- S/.27.5
million (US$7.9  million)  invested in real estate and other assets,  net of S/.32.2
million (US$9.3  million) in depreciation  charges and provisions for
                       lower market value assessment.

As
of December 31, 2003, the market value of the listed equity securities  portfolio was
S/.116.2 million (US$33.5 million),  which includes Credicorp Ltd. shares for  S/.89.1
 million  (US$25.7  million),  compared  to  S/.133.3  million  (US$39.2  million)  in
 December  2002.  See  (12)  Selected  Statistical   Information(iii) Loan PortfolioConcentrations
of Loan Portfolio and Lending Limits.

PPSs
investment  portfolio,  before the sale of Backus in 2001, 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 2003,  71.0% of the gross premiums
 received by PPS were denominated in U.S. Dollars (74.1% in 2002). As of December 31,
2003, PPS had US$39.2 million in short and medium-term U.S.  Dollar-denominated  deposits
and U.S. Dollar-denominated bonds (primarily issued by Peruvian companies) (US$56.6
million as of December 2002).

35



(6)
 Distribution Network

(i)
Commercial Banking

As
of December 31,  2003, BCPs branch network consisted of 116 branches in Greater Lima and
87 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 506 ATMs,  increasing  from 397 at year-end
2002, 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.  During 2003, BCP converted  BCOL, its offshore bank in
the Bahamas, into a vehicle to conduct investments and sold it to ASHC, which expects to
dissolve BCOLs operations during 2004.

ASHC
keeps an office in Panama and a  representative  office in Lima.  Banco  Tequendama
 operates  15  branches in  Colombia,  after the sale of its  branches in Venezuela in
2002.  BCB has 46 branches located throughout Bolivia.

(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,  which currently has 23 offices throughout
Perú, 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.

36



The Distribution  Channels unit operates BCPs
branch network.  BCP continually evaluates its branch network to monitor branch
profitability in order to improve operating efficiency.

During
2003, the Banking  Services  divisions goals included  increasing  income,  reducing
 expenses and increasing the number of customers.  As to income,  the Banking  Services
 division  contributed  47% of products sold by Personal  Banking (40% in 2002).  To
reach the goal of expanding into new areas,  seven out of ten new branches opened during
2003 were on the outskirts of Lima where  population is dense and there are many small
and micro  businesses.  The number of transactions  nationally grew 19.4% in 2003, after
a 2.5% increase in 2002.

In
2003, 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 carried
out 17.2 million  transactions per month in 2003,  increasing from 14.5 million per month
in 2002,  and have access to the largest and most varied  distribution  network in Perú.
 Towards the end of 2003,  61% of customer  transactions  were carried out via
self-service,  having increased from only 25% in 1996. Of total customer transactions,
 17% were performed in ATMs, 14% by the call center and self-service  terminals,  12%
on the Internet and 8% through remote banking at companies.

This
level of self-service  activity reflects an increase in BCPs use of new technologies to
improve its services to its customers.  These technologies include a network of 506 ATMs
 available to 1.3 million 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  access to 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.

During
2003, investment in technology,  information systems,  equipment and programs reached
US$13 million,  decreasing from US$15 million in 2002. In 2003, major stages of
development of the umbrella T-3 project of  technological  transformation  were
completed,  including the  implementation  of applications  specific to operations in
Bolivia.  The T-3 project involves the implementation of 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.  The T-3 project is expected to be completed in its entirety during 2004.

During
2003,  Credicorp  continued its strategy of simplifying its systems and reducing costs.
 Through the T-3 project,  the number and complexity of systems and suppliers is being
reduced,  with several applications being handled by a single supplier.  In addition,
 the use of automatic testing environments will be expanded,  as well as the use of the
Dedicated  Development Center in the city of Arequipa,  Perú, for the production of
computing  programs designed to improve the allocation of installed  capacity. In 2003,
 significant  gains in efficiency were also obtained through the application of new
budget  procedures  which improved the allocation of available  resources to further the
goals of each business unit in accordance with company-wide priorities.

Following
the merger of BSCH-Perú into BCP in February 2003, the systems of BSCH-Perú,  including
information on approximately 100,000 customers,  was effectively incorporated  into BCPs
 databases.  Also  during  2003,  operations  in Miami and Panama  were  significantly
 restructured  as a result of the move of the offices of Atlantic Security Bank (ASB)
from Miami to Panama and the  implementation  of systems for BCPs  offices in Miami and
for  Credicorp  Securities  broker-dealer

37



operations.  The COBIS system, already in
place at Banco Tequendama, was also implemented in BCPs offices in Miami and Panama and
at ASHCs Panama and Grand Cayman offices.

PPS
has an independent operations support department.  Credicorps current strategy is to
integrate the operations support departments of its subsidiaries.

In
2003,  Banco  Tequendama  completed  system  applications  designed to improve  personal
loan products and treasury  operations.  The  applications  focused on increasing
 operating  efficiency  through  improvement  in the  procedures  applied in the loan
 disbursement  phases and in the management of client data, and also through the
restructuring of the operations and technology areas.

In
2004, the Systems division will concentrate on applying the advances  accomplished
through the T-3 project,  adding new components to increase the availability and
stability of services and widening the application of middleware.

(8)
 Competition

(i)
Banking

The
Peruvian banking sector is currently  comprised of 14 commercial banking  institutions.
 As of December 31, 2003, BCP ranked first among all Peruvian banks in terms of assets,
deposits and loans,  representing  approximately 34.4%, 36.1% and 34.4%,  respectively,
 of the total of all Peruvian banks, compared to market shares of 37.0%, 38.6% and 36.3%,
 respectively,  at December 31, 2002.  As of December 31, 2003,  the next four largest
banks in terms of deposits  (Banco  Continental,  Banco Wiese  Sudameris, Interbank and
Sudamericano) had deposits  representing 23.4%, 15.7%, 8.9% and 3.5%,  respectively,  and
loans representing  18.1%,  14.8%, 9.5%, and 4.7%,  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.

38



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.

Since
1999,  excess liquidity at major Peruvian banks has put pressure on margins.  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
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)
Capital Markets

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 (AFP) and mutual fund companies.

In
addition,  Peruvian companies have gained access to new sources of capital through the
local and international  capital markets.  In recent years the AFPs and mutual
 funds-managed  assets have increased at rates over those  experienced by the banking
 system.  The private  pension fund assets reached US$6.4 billion as of December 31,
2003,  increasing  42.0% since  December 31, 2002,  with a return of 21.2% in real terms
in the year.  Total mutual funds amounted to US$2.0  billion,  after growing 33.7% since
December 31, 2002, with a 2.9% return (in U.S. Dollar terms) in year 2003.

(iii)
Other Financial Institutions

Other
 institutions in the Peruvian  financial system tend to specialize in a given market
segment.  Such institutions  include finance  companies,  municipal and rural savings and
credit  associations,  municipal public credit  associations and savings and credit
 cooperatives that mainly issue retail loans to small and  micro-businesses and consumer
and mortgage loans to individuals,  markets which have shown  substantial  increases in
recent years. BCP is facing strong  competition from these credit providers, primarily in
respect of  micro-business  loans,  where such  providers  lent  US$425.7  million as of
December 31, 2003, or 58.9% of the total in the  financial  system,  and in consumer
 loans,  where such providers lent US$406.3  million,  or 25.4% of the total in the
financial  system.  BCP also faces strong  competition in its credit card operations from
credit cards issued by retail stores.

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 and other types of financial institutions.

39



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.

(iv)
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 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étatand different governmental regimes. Past governments
have frequently intervened 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,

40



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 there are 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.  President  Toledo has restructured  his cabinet on various
 occasions in 2002 and 2003 in an effort to maintain his political  alliances and quell
public unrest.

(ii)
Peruvian Economy

At
the beginning of the 1990s,  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 continued these market-oriented  policies but, facing
opposition from a fragmented Congress and social pressures from unions and regional
movements, he has passed some interventionist measures.

In
the late 1980s and early 1990s, the Peruvian economy was volatile,  with the countrys
GDP contracting by 11.7% in 1989 and by 5.2% in 1990, growing by 2.2% in 1991, and
 contracting by 0.4% in 1992. The results of  stabilization  plans resulted in GDP
increasing  4.8% in 1993,  12.8% in 1994,  8.6% in

41



1995, 2.5% in 1996, 6.7% in 1997. The El
Niño and other adverse  economic  conditions led to a drop of -0.5% in 1998, but
recovered 0.9% in 1999,  3.1% in 2000, 0.3% in 2001, 4.9% in 2002, and by 4.0% in 2003.
It should be noted that GDP growth figures for some 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
2003, the Peruvian economy grew by 4.0%. The economy benefited from increased
 international  demand for exports, as well as growth in consumption,  and in the
construction and manufacturing  sectors,  which offset a drop in private  investment.
 The continued growth in GDP since the second half of 2001 evidences the strength of Perús
economy in the face of adverse external and internal factors.  In 2002 and 2003, unlike
other Latin American  countries,  Perú managed to resist the effects of on-going internal
political  unrest,  the Argentine  crisis,  the climate of uncertainty that surrounded
the presidential  elections in Brazil 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 17% increase in exports in 2003. In particular,  there was higher
foreign demand for minerals and raw materials and  manufacturers  benefited  from the
Andean Trade  Promotion and Drug  Eradication  Act  (ATPDEA)  tariff  preferences.
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 ATPDEA 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 two years. In May 2004, a free trade
agreement began to be negotiated with the United States, together with Colombia and
Ecuador, which is expected to extend the favorable tariff status beyond 2006.

The
government-backed initiative to encourage mortgage loans and the construction of
low-cost housing through the MiViviendaprogram continued to stimulate significant
volumes of construction in 2003, aiding expansion of mortgages. As part of the
MiViviendaprogram, US$134 million in loans were granted in 2003, compared to US$72
million in 2002, and US$25 million in 2001.

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, and an
almost  negligible amount in 2003. The outlook for the sale of other assets remains
uncertain, but the government is preparing to relaunch its concessions program in 2004.

Perús
trade deficit  decreased from US$0.6 billion in 1999 to US$0.3 billion in 2000 and
US$90,000 in 2001.  Perú  registered a US$210,000  surplus in 2002 and a US$710,000
 surplus in 2003,  principally due to continued  exports growth.  Exports climbed to
US$9.0 billion in 2003, 17.1% higher than the US$7.6 billion  registered in 2002, driven
by the greater volume of traditional exports, in particular minerals. Imports rose to
US$8.2 billion, with increases mainly in raw materials and capital goods.

Perú  registered
a current  account  deficit of US$1.8  billion in 1999,  which  decreased to US$1.6
billion in 2000, and further to US$1.2 billion in 2001 and in 2002, and to US$1.1 billion
in 2003.  Perús  financial  account had a surplus of US$1.1 billion in 1999 and 2000,
 declined to US$1.0 billion in 2001, grew to US$1.8 billion in 2002 as a result of
increased  public sector capital  inflows,  and remained at

42



US$1.8 billion in 2003.  The
flow of direct  foreign  investment  into Perú was US$433 million in 2000, US$803 million
in 2001, US$2.2 billion in 2002 and US$1.3 billion in 2003.

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% in both 1999 and 2000,
 turning into deflation of 0.1% in 2001, and back to inflation of 1.5% in 2002 and 2.5%
in 2003.

The
average bank market  exchange  rate for Nuevos Soles in Perú was S/.3.463 per US$1.00 at
December 31, 2003, a 1.5%  decrease  from  S/.3.514 per US$1.00 as of December 31, 2002.
The  strengthening  of the Nuevo Sol relative to the U.S.  Dollar was consistent  with
the pattern for other Latin  American  currencies,  which resulted from higher exports
and the weakening of the U.S. Dollar.

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 was 37.1% in December 1998,  decreasing to 32.0% in December 1999, to
26.5% in December 2000, to 23.0% in December 2001, to 20.7% in December 2002, before
increasing to 22.3% in December 2003.

Perús
recent economic  reforms have also caused an increase in the fiscal deficit.  Perú had a
deficit of 3.1% in 1999 and 3.2% in 2000. The deficit  declined to 2.5% in 2001,
 principally due to lower public  investment,  declined again to 2.3% in 2002, in line
with the goal agreed upon with the International  Monetary Fund (the IMF), and
continued to decline to 1.9% in 2003.  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,  12.1% in 2002 and 12.9% in 2003. In order to meet fiscal needs, in
2003 Perú accessed the  international  capitals markets by closing three bond offerings
for a total of US$1.25 billion.  The February 2003 offering was the first such issue of
Peruvian 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. 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.  High loan principal amortizations due in 2004 and 2005 are expected to be
subject to an additional operation to reduce cash requirements in these years.

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 with a
1.9% fiscal deficit target for 2003, which was achieved.

The
current  Stand-By  Agreement was approved by the IMF on June 9, 2004, and covers years
2004 to 2006. The  macro-economic  framework of the agreement  stresses the
 consolidation  of recent  year-on-year  gains due to the low inflation rate and
continued  improvements in the public sector deficit,  tax reform,  current account
deficit, level of foreign reserves,  and other variables,  in order to seek higher

43



GDP
growth.  The program focuses on, among other points,  reducing the public sector deficit
to 1.4% of GDP in 2004 and to 1% per year in each of 2005 and 2006, and on lowering the
debt-to-GDP ratio from 47.5% in 2003 to 41.0% in 2006.

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,  2003, the Peruvian financial system consisted of the following principal
 participants:  the Central Bank, the SBS, 14 banking  institutions (not including Banco
de la Nación), four finance companies (including Solución),  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.

44



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

45



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,  increased to 16 in 2002, as new
insurance companies specializing in life insurance were created, but declined to 14 in
2003.

46



(11) Supervision and
Regulation

(i) Credicorp

Currently,  there are
no applicable  regulatory  controls under the laws of Bermuda that are likely to have a
material  impact upon Credicorps  operations as currently structured.  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.0446-2000,  enacted in 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.

47



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.  Resolution No. 006 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.

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 operational 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,  while actual
management of risk control procedures is conducted by the areas that carry out critical
 activities.  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 over financial
 reporting

48



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, 2003, BCPs  unconsolidated  amount of risk-weighted  assets was 9.1 times
regulatory  capital,  or regulatory capital was 10.9% of risk-weighted assets which
included US$354.3 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.

49



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,  2003,  BCPs  unconsolidated  legal reserve was
S/.521.0  million  (US$150.4  million),  equivalent to 42.5% 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  loan  reserves  and does not allow  for the  inclusion  of collateral  in
 determining  the net  amount of  outstanding  credit  risk  subject  to  provision.  See
 (12)  Selected  Statistical Information(iii) Loan PortfolioClassification of the
Loan Portfolio.

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 December
 2003, Credicorp was in full compliance with the required provisions.

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.
Starting in April 2004, the Central Bank requires reserves on amounts due to foreign
banks and other foreign financial companies, which were not previously considered
obligations. The regulation excludes funding from other central banks,
governments or multilateral lending agencies.

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.
 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 February 2004  (previously  October 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  33%  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

50



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,  2003,  the 10.0%  credit limit per  borrower of
BCP,  unconsolidated,  was  S/.163.2  million  (US$47.1  million) for unsecured  loans,
 and the 30.0% limit amounted to S/.489.7 million  (US$141.4  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).

51



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 2003, 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/.71,757 from June through August 2004.

52



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,  enacted in November  2000.  After the  intervention,  the SBS will proceed to
 liquidate  the bank except if the preceding option (iii) was applied.

(iii) ASHC

General

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.

53



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

54



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.

55



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, 2004 is S/.12.3 million (US$3.6 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, which 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 prior seven years.  See Note 3(f) 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 2003,  2002 and 2001 reflect the  consolidated  financial position of
Credicorp and its subsidiaries,  including BCP, ASHC, PPS and Banco Tequendama,  as of
December 31, 2003, 2002 and 2001 and the results of operations for 2003, 2002 and 2001.

56



(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

57



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, 2001, 2002 and 2003.  Loan fees, which are not material, are
included in the tables as interest earned.

58



Average Balance Sheets
Assets, Interest Earned and Average Interest Rates

|                                                   | Year ended December 31,                        
|-------------------------------------------------- | -----------------------------------------------
|                                                   |                                                
|                                                   | 2001                                           
|                                                   |                                                
|ASSETS: (1 )                                       | Average Balance                                
|                                                   |                                                
|Interest-earning assets:                           | (U.S. Dollars in thousands, except percentages)
|Deposits in Central Bank                          
|Nuevos Soles                                       | US$                                           
|Foreign Currency                                   | 1,033,486                                      
|Total .                                            | 1,033,486                                      
|Deposits in other banks                            |                                                
|Nuevos Soles                                       | 14,775                                         
|Foreign Currency                                   | 605,492                                        
|Total                                              | 620,267                                        
|Investment securities                              |                                                
|Nuevos Soles                                       | 131,314                                        
|Foreign Currency                                   | 734,574                                        
|Total                                              | 865,888                                        
|Total loans (2)                                    |                                                
|Nuevos Soles                                       | 559,968                                        
|Foreign Currency                                   | 3,819,865                                      
|Total                                              | 4,379,833                                      
|Total dividend-earning assets (3)                  |                                                
|Nuevos Soles                                       | 124,130                                        
|Foreign Currency                                   | 108,545                                        
|Total .                                            | 232,675                                        
|Total interest-earning assets                      |                                                
|Nuevos Soles                                       | 830,187                                        
|Foreign Currency                                   | 6,301,962                                      
|Total                                              | 7,132,149                                      
|Noninterest-earning assets:Cash and due from banks |                                                
|Nuevos Soles                                       | 77,033                                         
|Foreign Currency                                   | 189,794                                        
|Total                                              | 266,827                                        
|Reserves for loan losses                           |                                                
|Nuevos Soles                                       | (30,588)                                       
|Foreign Currency                                   | (316,810)                                      
|Total                                              | (347,398)                                      
|Premises and equipment                             |                                                
|Nuevos Soles                                       | 169,398                                        
|Foreign Currency                                   | 88,335                                         
|Total                                              | 257,733                                        
|Other non-interest-earning assets                  |                                                
|Nuevos Soles                                       | 196,808                                        
|Foreign Currency                                   | 340,796                                        
|Total                                              | 537,604                                        
|Total non-interest-earning assets                  |                                                
|Nuevos Soles                                       | 412,651                                        
|Foreign Currency                                   | 302,115                                        
|Total                                              | 714,766                                        
|Total average assets                               |                                                
|Nuevos Soles                                       | 1,242,838                                      
|Foreign Currency                                   | 6,604,078                                      
|Total                                              | 7,846,916                                      

___________________


|(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 IFRS, dividends are considered interest income.
|--- | ------------------------------------------------------

59



Average Balance Sheets Liabilities,
Interest Paid and Average Interest Rates

|                                                                | Year ended December 31,                        
|--------------------------------------------------------------- | -----------------------------------------------
|                                                                |                                                
|                                                                | 2001                                           
|                                                                |                                                
|LIABILITIES (1)                                                 | Average 
Balance                               
|                                                                |                                                
|Interest-bearing liabilities:                                   | (U.S. Dollars in thousands, except percentages)
|Demand deposits     Nuevos Soles                                | US$210,110                                     
|Foreign Currency                                                | 504,118                                        
|Total                                                           | 714,228                                        
|Savings deposits                                                |                                                
|Nuevos Soles (2)                                                | 236,524                                        
|Foreign Currency                                                | 1,061,811                                      
|Total                                                           | 1,298,335                                      
|Time deposits                                                   |                                                
|Nuevos Soles                                                    | 379,206                                        
|Foreign Currency                                                | 2,803,521                                      
|Total                                                           | 3,182,727                                      
|Due to banks and correspondents                                 |                                                
|Nuevos Soles                                                    | 17,107                                         
|Foreign Currency                                                | 456,941                                        
|Total                                                           | 474,048                                        
|Total interest-bearing liabilities                              |                                                
|Nuevos Soles                                                    | 842,947                                        
|Foreign Currency                                                | 4,826,391                                      
|Total                                                           | 5,669,338                                      
|Non-interest-bearing liabilities and shareholders' equity:      |                                                
|Other liabilities                                               |                                                
|Nuevos Soles                                                    | 53,194                                         
|Foreign Currency                                                | 1,333,667                                      
|Total                                                           | 1,386,861                                      
|Shareholders' equity                                            |                                                
|Nuevos Soles                                                    | 511,322                                        
|Foreign Currency                                                | 279,397                                        
|Total                                                           | 790,719                                        
|Total non-interest-bearing liabilities and shareholders' equity |                                                
|Nuevos Soles                                                    | 564,516                                        
|Foreign Currency                                                | 1,613,064                                      
|Total                                                           | 2,177,580                                      
|Total average liabilities and shareholders' equity              |                                                
|Nuevos Soles                                                    | 1,407,462                                      
|Foreign Currency                                                | 6,439,454                                      
|Total                                                           | 7,846,916                                      

___________________


|(1) | Does
not include out-of-period adjustments.
|--- | -------------------------------------------

|(2) | Includes
the amount paid to Central Bank for deposit insurance fund.
|--- | --------------------------------------------------------------------

60



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

|                                          | 2002/2001                               | 2003/2002                              
|----------------------------------------- | --------------------------------------- | ---------------------------------------
|                                          |                                         |                                        
|                                          | Increase/(Decrease) due to changes in : | Increase/(Decrease) due to changes in :
|                                          |                                         |                                        
|                                          | Volume                                  | Rate                                   
|                                          |                                         |                                        
|                                          | (U.S. Dollars in thousands)            
|Interest Income:                          |                                         |                                        
|Interest-earning deposits in Central Bank |                                         |                                        
|Nuevos Soles                              | US$                                    |                                       
|Foreign Currency                          | 4,890                                   | (23,609)                               
|Total                                     | 4,890                                   | (23,609)                               
|Deposits in other banks                   |                                         |                                        
|Nuevos Soles                              | 1,471                                   | (1,131)                                
|Foreign Currency                          | (5,373)                                 | (5,253)                                
|Total                                     | (3,902)                                 | (6,384)                                
|Investment securities                     |                                         |                                        
|Nuevos Soles                              | 7,726                                   | (13,676)                               
|Foreign Currency                          | (2,068)                                 | (1,865)                                
|Total                                     | 5,658                                   | (15,541)                               
|Total loans (1)                           |                                         |                                        
|Nuevos Soles                              | 30                                      | (22,958)                               
|Foreign Currency                          | (23,924)                                | (77,062)                               
|Total                                     | (23,894)                                | (100,020)                              
|Total dividend-earning assets             |                                         |                                        
|Nuevos Soles                              | (175)                                   | (492)                                  
|Foreign Currency                          | 555                                     | 19                                     
|Total                                     | 380                                     | (473)                                  
|Total interest-earning assets             |                                         |                                        
|Nuevos Soles                              | 10,165                                  | (39,371)                               
|Foreign Currency                          | (17,953)                                | (115,740)                              
|Total                                     | (7,788)                                 | (155,111)                              
|Interest Expense:                         |                                         |                                        
|Demand deposits                           |                                         |                                        
|Nuevos Soles                              | 391                                     | (4,920)                                
|Foreign Currency                          | 872                                     | (2,922)                                
|Total                                     | 1,264                                   | (7,842)                                
|Savings deposits                          |                                         |                                        
|Nuevos Soles                              | 1,115                                   | (7,822)                                
|Foreign Currency                          | 436                                     | (15,678)                               
|Total                                     | 1,551                                   | (23,500)                               
|Time deposits                             |                                         |                                        
|Nuevos Soles                              | 7,588                                   | (22,321)                               
|Foreign Currency                          | (22,435)                                | (40,884)                               
|Total                                     | (14,847)                                | (63,205)                               
|Due to banks and correspondents           |                                         |                                        
|Nuevos Soles                              | 1,660                                   | (1,573)                                
|Foreign Currency                          | 17,700                                  | (51,679)                               
|Total                                     | 19,360                                  | (53,252)                               
|Total interest-bearing liabilities        |                                         |                                        
|Nuevos Soles                              | 10,272                                  | (36,154)                               
|Foreign Currency                          | (5,011)                                 | (109,579)                              
|Total                                     | 5,261                                   | (145,733)                              

___________________


|(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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

61



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,                        
|------------------------------- | -----------------------------------------------
|                                |                                                
|                                | 2001                                           
|                                |                                                
|                                | (U.S. Dollars in thousands, except percentages)
|Average interest-earning assets |                                                
|Nuevos Soles                    | US$ 830,187                                    
|Foreign Currency                | 6,301,962                                      
|Total                           | 7,132,149                                      
|Net interest income             |                                                
|Nuevos Soles                    | 106,570                                        
|Foreign Currency                | 269,660                                        
|Total                           | 376,230                                        
|Gross yield (1)                 |                                                
|Nuevos Soles                    | 18.88%                                         
|Foreign Currency                | 8.54%                                          
|Weighted-average rate           | 9.74%                                          
|Net interest margin (2)         |                                                
|Nuevos Soles                    | 12.84%                                         
|Foreign Currency                | 4.28%                                          
|Weighted-average rate           | 5.28%                                          
|Yield spread (3)                |                                                
|Nuevos Soles                    | 12.93%                                         
|Foreign Currency                | 2.98%                                          
|Weighted-average rate           | 4.12%                                          

___________________


|(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,            
|------------------------------------ | ---------------------------
|                                     |                            
|                                     | 2001                       
|                                     |                            
|                                     | (U.S. Dollars in thousands)
|Nuevo Sol-denominated:               |                            
|Peruvian Central Bank                | US$ 0                      
|Commercial banks                     | 8,168                      
|                                     |                            
|Total Nuevo Sol-denominated          | US$ 8,168                  
|Foreign Currency-denominated:        |                            
|Peruvian Central Bank (U.S. Dollars) | US$ 1,091,351              
|U.S. Dollars, other                  | 513,709                    
|                                     |                            
|Other                                | 6,383                      
|                                     |                            
|Total Foreign Currency-denominated   | US$ 1,611,443              
|                                     |                            
|Total                                | US$ 1,619,611              
|                                     |                            

62



(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 6 to the  Credicorp  Consolidated  Financial
Statements.

|                                                                    | At December 31,            
|------------------------------------------------------------------- | ---------------------------
|                                                                    |                            
|                                                                    | 2001                       
|                                                                    |                            
|                                                                    | (U.S. Dollars in thousands)
|Nuevo Sol-denominated :                                            
|Peruvian government bonds                                           | US$ 0                      
|Equity securities                                                   | 81,730                     
|Bonds                                                               | 67,027                     
|Peruvian Central Bank certif. notes                                 | 91,624                     
|Other investments                                                   | 15,294                     
|                                                                    |                            
|Total Nuevo Sol-denominated                                         | US$ 255,675                
|                                                                    |                            
|Foreign Currency-denominated:                                       |                            
|Equity securities                                                   | US$ 76,917                 
|Bonds                                                               | 366,137                    
|Investment in Peruvian debt                                         | 49,467                     
|Other investment.                                                   | 390,522                    
|                                                                    |                            
|Total Foreign Currency-denominated                                  | US$883,043                 
|                                                                    |                            
|Total securities holdings                                           | US$1,138,718               
|Allowance for decline in value         of marketable securities (1) | (3,231)                    
|Total net securities holdings                                       | US$1,135,487               

___________________


|(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 and 2003 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 6.6% in 2001,  3.4% in 2002,  and  4.9% in
2003.  The  weighted-average  yield on Credicorps  foreign  currency-denominated
 portfolio was 8.1% in 2001,  7.5% in 2002, and 5.1% in 2003. The total weighted-average
yield of Credicorps portfolio was 7.7% in 2001, 6.4% in 2002, and 4.9% in 2003.

The
 following  table  shows  the  maturities  of  Credicorps  investment  securities  by
 type at December 31, 2003:

|                                    | Within 1 year                                    | After 1 year but within 5 years | Maturing After 5 years but within 10 years | After 10 Years | Total       
|----------------------------------- | ------------------------------------------------ | ------------------------------- | ------------------------------------------ | -------------- | ------------
|                                    |                                                  |                                 |                                            |                |             
|                                    |                                                  |                                 |                                            |                |             
|                                    | ( U.S. Dollars in thousands, except percentages)
|Nuevo Sol-denominated:              |                                                  |                                 |                                            |                |             
|Peruvian government bonds           | US$ 28,196                                       | US$ 0                           | US$ 5,166                                  | US$ 0          | US$ 33,362  
|Equity securities (1)               | 65,617                                           | 0                               | 0                                          | 0              | 65,617      
|Bonds and debentures                | 768                                              | 70,861                          | 0                                          | 0              | 71,629      
|Peruvian Central Bank certif. notes | 0                                                | 40,327                          | 0                                          | 335,386        | 375,713     
|Other investments                   | 0                                                | 0                               | 0                                          | 15,570         | 15,570      
|                                    |                                                  |                                 |                                            |                |             
|Total Nuevo Sol-denominated         | US$ 94,581                                       | US$ 111,188                     | US$ 5,166                                  | US$ 350,956    | US$ 561,891 
|Foreign Currency-denominated:       |                                                  |                                 |                                            |                |             
|Equity securities                   | US$ 59,535                                       | US$ 0                           | US$ 0                                      | US$ 0          | US$ 59,535  
|Bonds                               | 179,444                                          | 557,560                         | 62,817                                     | 0              | 799,821     
|Investment in Peruvian debt         | 0                                                | 0                               | 62,305                                     | 50,152         | 112,457     
|Other investments                   | 126,227                                          | 80,321                          | 0                                          | 0              | 206,548     
|Total Foreign Currency-denominated  | US$ 365,206                                      | US$ 637,881                     | US$ 125,122                                | US$ 50,152     | US$1,178,361
|                                    |                                                  |                                 |                                            |                |             

63



|                           | Within 1 year                                    | After 1 year but within 5 years | Maturing After 5 years but within 10 years | After 10 Years | Total        
|-------------------------- | ------------------------------------------------ | ------------------------------- | ------------------------------------------ | -------------- | -------------
|                           |                                                  |                                 |                                            |                |              
|                           |                                                  |                                 |                                            |                |              
|                           | ( U.S. Dollars in thousands, except percentages)
|Total securities holdings: | US$ 459,787                                      | US$ 749,069                     | US$ 130,288                                | US$ 401,108    | US$ 1,740,252
|                           |                                                  |                                 |                                            |                |              
|Weighted average yield     |                                                  |                                 |                                            |                | 4.93%        

___________________


|(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.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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,  respectively.  Unrealized losses of available-for-sale
 securities are also charged  against  income if they are  considered  permanent  (see
Note  3(i) 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,            
|---------------------------- | ---------------------------
|                             |                            
|                             | 1999                       
|                             |                            
|                             | (U.S. Dollars in thousands)
|Loans                        | US$3,517,221               
|Discounted notes (1)         | 217,141                    
|Advances and overdrafts      | 202,904                    
|Leasing transactions (1)     | 247,723                    
|Factoring                    | 67,575                     
|Refinanced loans             | 125,331                    
|Past due loans (2)           | 359,794                    
|                             |                            
|Total loans:                 | US$4,737,689               
|Total past due loans amounts | 359,794                    
|                             |                            
|Total performing loans       | US$4,377,895               
|                             |                            

___________________


|(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.

64



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  uncollectible.  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,                                
|----------------------------------------- | -----------------------------------------------
|                                          |                                                
|                                          | 1999                                           
|                                          |                                                
|                                          | (U.S. Dollars in thousands, except percentages)
|Economic Activity                         | Amount                                         
|                                          |                                                
|Manufacturing                             | US$1,490,067                                   
|Commerce                                  | 711,054                                        
|Agriculture                               | 195,270                                        
|Fishing                                   | 86,143                                         
|Mining                                    | 332,034                                        
|Construction                              | 123,306                                        
|Financial Services                        | 151,953                                        
|Communication, Storage and Transportation | 279,523                                        
|Realty Businesses and Leasing Services    | 221,251                                        
|Electricity, Gas and Water                | 127,053                                        
|Education, Health and Other Services      | 74,845                                         
|Consumer Loans (1)                        | 485,660                                        
|Others                                    | 459,530                                        
|                                          |                                                
|Total                                     | US$4,737,689                                   
|                                          |                                                

65



|                                          | At December 31,                                
|----------------------------------------- | -----------------------------------------------
|                                          |                                                
|                                          | 2002                                           
|                                          |                                                
|                                          | (U.S. Dollars in thousands, except percentages)
|Economy Activity                          | Amount                                         
|                                          |                                                
|Manufacturing                             | US$1,592,191                                   
|Commerce                                  | 617,491                                        
|Agriculture                               | 158,500                                        
|Fishing                                   | 104,604                                        
|Mining                                    | 227,879                                        
|Construction                              | 86,632                                         
|Financial Services                        | 210,404                                        
|Communication, Storage And Transportation | 209,174                                        
|Realty Businesses and Leasing Services    | 281,753                                        
|Electricity, gas and water                | 302,976                                        
|Education, Health and Other Services      | 93,851                                         
|Consumer Loans (1)                        | 522,998                                        
|Others                                    | 409,210                                        
|                                          |                                                
|Total                                     | US$4,817,663                                   
|                                          |                                                

___________________


|(1) | Includes
credit card and mortgage loans, and other consumer loans.
|--- | ------------------------------------------------------------------

As
of  December  31,  2003,  67.9% of the loan  portfolio  was  concentrated  in Lima and
85.6% was concentrated  in Perú. An additional  7.3% and 5.3% 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, 2003 were  US$939.0  million on
that date, of which US$806.4   million  were  outstanding   loans   representing   18.0%
 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$86.6 million to US$35.9  million,  including four
customers with over US$60.0 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, 2003:  Class A  (normal)75.3%; Class B
 (potential  problems)15.2%;  Class C  (substandard)4.2%;  Class D  (doubtful)5.2%;
 and  Class E (loss)0.1%.  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

66



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/.1,632.2 million
(US$471.3  million) at December 31, 2003,  BCPs legal  lending  limits vary from  S/.81.6 million  (US$23.5
million) to  S/.816.1 million  (US$235.7 million).  Credicorps  consolidated  lending limits,  based on its
regulatory  capital on a  consolidated  basis of US$852.6  million at  December 31,  2003,  would range from
US$42.6 million  to  US$426.3  million.  Management  believes  that  as of  December  31,  2003,  BCP was in
compliance with all Law 26702 lending limits.

As
of December 31, 2003,  Credicorp  complied with the  applicable  legal lending limits in
each of the jurisdictions  where it operates.  In addition to these regulatory limits,
 Credicorp has established an internal limit of 15% of BCPs consolidated  equity plus
reserves for not specifically  identified  impaired loans (or  approximately  US$75
 million at  December  31,  2003) 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
 reserves  for  not  specifically identified  impaired loans 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,                                
|---------------------------- | -----------------------------------------------
|                             |                                                
|                             | 1999                                           
|                             |                                                
|Total loan portfolio:        | (U.S. Dollars in thousands, except percentages)
|Nuevo Sol-denominated        | US$ 529,089                                    
|Foreign Currency-denominated | 4,208,600                                      
|                             |                                                
|Total loans                  | US$4,737,689                                   
|                             |                                                

|                             | At December 31,                                
|---------------------------- | -----------------------------------------------
|                             |                                                
|                             | 2002                                           
|                             |                                                
|Total loan portfolio:        | (U.S. Dollars in thousands, except percentages)
|Nuevo Sol-denominated        | US$ 677,506                                    
|Foreign Currency-denominated | 4,140,157                                      
|                             |                                                
|Total loans                  | US$4,817,663                                   
|                             |                                                

67



Maturity
Composition of the Performing Loan Portfolio

The
 following  table  sets  forth  an  analysis  of  Credicorps   performing  loan
 portfolio  at December 31,  2003, by type and by the time remaining to maturity.  Loans
are stated before deduction of the reserves for loan losses.

|                                              | Maturing                                       
|--------------------------------------------- | -----------------------------------------------
|                                              |                                                
|                                              | Amount at December 31, 2003                    
|                                              |                                                
|                                              | (U.S. Dollars in thousands, except percentages)
|Loans                                         | US$3,147,982                                   
|Discounted notes (1)                          | 170,378                                        
|Advances and overdrafts                       | 181,986                                        
|Leasing transactions (1)                      | 372,380                                        
|Factoring                                     | 56,446                                         
|Refinanced loans                              | 296,116                                        
|                                              |                                                
|Total                                         | US$4,225,288                                   
|                                              |                                                
|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, 2003, by currency and by the time remaining to maturity over one year.

|                             | Amount at December 31, 2003 | Maturing After 1 year
|---------------------------- | --------------------------- | ---------------------
|                             |                             |                      
|                             | (U.S. Dollars in thousands)
|Variable Rate                |                             |                      
|Nuevo Sol-denominated        | US$ 116,750                 | US$ 1,735            
|Foreign Currency-denominated | 196,312                     | 523,262              
|                             |                             |                      
|Total                        | US$ 313,062                 | US$ 524,997          
|                             |                             |                      
|Fixed Rate                   |                             |                      
|Nuevo Sol-denominated        | 607,204                     | 81,696               
|Foreign Currency-denominated | 3,561,230                   | 952,635              
|                             |                             |                      
|Total                        | US$4,168,434                | US$ 1,034,331        
|                             |                             |                      
|Total                        | US$4,481,496                | US$1,559,328         

Classification
of the Loan Portfolio

Credicorp
 classifies  BCPs loan portfolio  (which  includes the loan portfolio of BCB) and ASHCs
loan  portfolio in accordance  with SBS  regulations.  The  regulations  applicable to
Banco  Tequendama are substantially  the same as SBS regulations.  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

68



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 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% reserve on not specifically  identified 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%
reserve on not specifically  identified loans classified in the A (Normal)  category,
 and a 5%, 25%, 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.

69



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 reserve for not  specifically  identified loans of 1%
of the total of such loans or credits  outstanding.  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 25% provision.

70



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,  subject to certain  conditions,
 short-term loans to finance self-liquidating operations can be classified as class A.

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

|                      | At December 31,                                
|--------------------- | -----------------------------------------------
|                      |                                                
|                      | 1999                                           
|                      |                                                
|                      | (U.S. Dollars in thousands, except percentages)
|Level of Risk         |                                                
|Classification        | Amount                                         
|                      |                                                
|A: Normal             | US$3,313,254                                   
|B: Potential Problems | 633,054                                        
|C: Substandard        | 386,797                                        
|D: Doubtful           | 281,349                                        
|E: Loss               | 123,235                                        
|                      |                                                
|Total                 | U$4,737,689                                    
|                      |                                                
|C+D+E                 | US$791,381                                     

71



|                      | At December 31,
|--------------------- | ---------------
|                      |                
|                      | 2002           
|                      |                
|Level of Risk         |                
|Classification        | Amount         
|                      |                
|A: Normal             | US$3,543,152   
|B: Potential Problems | 456,056        
|C: Substandard        | 334,423        
|D: Doubtful           | 239,101        
|E: Loss               | 244,931        
|                      |                
|Total                 | US$4,817,663   
|                      |                
|C+D+E                 | US$818,455     

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 five years:

|                                                     | At December 31,                                
|---------------------------------------------------- | -----------------------------------------------
|                                                     |                                                
|                                                     | 1999                                           
|                                                     |                                                
|                                                     | (U.S. Dollars in thousands, except percentages)
|Current                                              | US$4,377,895                                   
|Past due:                                            |                                                
|Overdue 16-119 days                                  | 134,628                                        
|Overdue 120 days or more                             | 225,166                                        
|                                                     |                                                
|Subtotal                                             | US$ 359,794                                    
|                                                     |                                                
|Total loans                                          | US$4,737,689                                   
|                                                     |                                                
|Past due loan amounts as a percentage of total loans | 7.59%                                          

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.

72



Past Due Loan Portfolio

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

|                                                  | At December 31,              
|------------------------------------------------- | -----------------------------
|                                                  |                              
|                                                  | 1999                         
|                                                  |                              
|Past due loan amounts:                            | (U.S. Dollars
  in thousands)
|Loans                                             | US$224,298                   
|Discounted notes                                  | 79,356                       
|Advances and overdrafts in demand 
      deposits | 21,012                       
|Leasing transactions                              | 11,986                       
|Refinanced loans                                  | 23,142                       
|                                                  |                              
|Total past due portfolio                          | US$359,794                   
|                                                  |                              
|Reserves: 
      Specific reserves                | US$282,948                   
|Not specifically identified
          reserves    | 24,395                       
|Total
  reserves for loan losses                  | 307,343                      
|                                                  |                              
|Total past due portfolio net of total
  reserves  | US$ 52,451                   
|                                                  |                              

The amount of interest income from loans classified as past due during fiscal
 years 2002 and 2003 was US$28.3 million and US$14.0 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,    
|----------------------------------------------------------- | -----------------------------
|                                                            |                              
|                                                            | 1999                         
|                                                            |                              
|                                                            | (U.S. Dollars
  in thousands)
|Reserves
     for loan losses atthe
  beginning of the year | US$270,082                   
|Additional
  provisions                                     | 181,220                      
|Acquisitions
  and transfers                                |                             
|Recoveries
  of write-offs                                  | 5,903                        
|Write-offs                                                  | (156,976)                    
|Monetary
  correction andother                              | 7,114                        
|                                                            |                              
|Reserves
     for loan losses at theEnd
  of the year       | US$307,343                   
|                                                            |                              

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
 of reserves for not specifically identified loan losses were based on Management's
 assessment of the general risk posed to the loan portfolio by the economic conditions
 existing in Perú.

Under
  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-collectibility of a loan (generally through
  liquidation or bankruptcy of the borrower). SBS regulations in effect since
  January

73

2000,
  facilitate the charge-off process by reducing the period required for loans
  to be past-due. The new regulations require a case-by-case prior approval by
  the Board of Directors and by the SBS.

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-collectibility of the loan.

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,            
|-------------------------- | ---------------------------
|                           |                            
|                           | 1999                       
|                           |                            
|                           | (U.S. Dollars in thousands)
|Commercial loans           | US$ 264,395                
|Consumer loans             | 21,561                     
|Residential mortgage loans | 14,956                     
|Leasing transactions       | 6,431                      
|                           |                            
|Total reserves             | US$ 307,343                
|                           |                            

(iv) Deposits

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

|                                     | At December 31,              
|------------------------------------ | -----------------------------
|                                     |                              
|                                     | 2001                         
|                                     |                              
|                                     | (U.S. Dollars
  in thousands)
|Demand deposits:                     |                              
|Nuevo Sol-denominated                | US$ 288,999                  
|Foreign Currency-denominated         | 753,144                      
|                                     |                              
|Total                                | US$ 1,042,143                
|Savings deposits:                    |                              
|Nuevo Sol-denominated                | US$ 281,549                  
|Foreign Currency-denominated         | 1,269,426                    
|                                     |                              
|Total                                | US$1,550,975                 
|Time deposits:                       |                              
|Severance Indemnity Deposits (CTS)   |                              
|Nuevo Sol-denominated                | US$ 40,849                   
|Foreign Currency-denominated         | 487,319                      
|                                     |                              
|Total                                | US$ 528,168                  
|Foreign
  Currency Bank Certificates |                              
|Foreign Currency-denominated         | US$ 110,654                  
|Other deposits:                      |                              
|Nuevo Sol-denominated                | US$ 383,559                  
|Foreign Currency-denominated         | 1,927,859                    
|                                     |                              
|Total                                | US$2,311,418                 
|Total deposits:                      |                              
|Nuevo Sol-denominated                | US$ 994,956                  
|Foreign Currency-denominated         | 4,548,402                    
|                                     |                              
|Total                                | US$5,543,358                 
|                                     |                              

74

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, 2003:

|                                       | At December 31, 2003       
|-------------------------------------- | ---------------------------
|                                       |                            
|                                       | (U.S. Dollars in thousands)
|Certificates of deposit:               |                            
|Maturing within 30 days                | US$ 5,688                  
|Maturing after 30 but within 60 days   | 2,067                      
|Maturing after 60 but within 90 days   | 1,409                      
|Maturing after 90 but within 180 days  | 2,073                      
|Maturing after 180 but within 360 days | 435                        
|Maturing after 360 days                | 52                         
|                                       |                            
|Total certificates of deposits         | US$ 11,724                 
|Time deposits:                         |                            
|Maturing within 30 days                | US$ 1,233,526              
|Maturing after 30 but within 60 days   | 253,833                    
|Maturing after 60 but within 90 days   | 250,132                    
|Maturing after 90 but within 180 days  | 290,338                    
|Maturing after 180 but within 360 days | 76,954                     
|Maturing after 360 days                | 19,740                     
|                                       |                            
|Total time deposits                    | US$ 2,124,524              
|                                       |                            
|Total                                  | US$ 2 ,136,248             
|                                       |                            

(v)
Return on Equity and Assets

|                           | At December 31,
|-------------------------- | ---------------
|                           |                
|                           | 2001           
|                           |                
|Return on assets(1)        | 0.72%          
|                           |                
|Return on equity (2)       | 6.90%          
|                           |                
|Dividend payout ratio(3)   | 69.25%         
|                           |                
|Equity to assets ratio (4) | 10.07%         
|                           |                

---

|(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$76.1 million,
 US$43.3 million and US$62.0 million as of December 31, 2001, 2002 and 2003, respectively.
 Average balances of borrowed amounts declined during 2001, 2002 and 2003 mostly
 due to excess liquidity at BCP. Foreign trade lines of credit comprise the most
 important short-term borrowing category. Trade lines of credit comprised approximately
76%, 64% and 59% of all short-term borrowings during 2001, 2002 and 2003, respectively.

75

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

|                            | At December 31,              
|--------------------------- | -----------------------------
|                            |                              
|                            | 2001                         
|                            |                              
|                            | (U.S. Dollars
  in thousands)
|                            |                              
|Year-end balance            | US$ 76,135                   
|                            |                              
|Average balance (1)         | US$ 106,673                  
|                            |                              
|Maximum quarter-end balance | US$ 163,456                  
|                            |                              
|Weighted average nominal    |                              
|Year-end interest rate      | 4.52%                        
|                            |                              
|Weighted average nominal    |                              
|interest rate (1)           | 7.23%                        
|                            |                              

---

|(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 Perú in 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

76

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 former
 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 15.78% 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 was 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. PPS's major
 subsidiaries are Pacífico Vida, which specializes in life and pension
 fund insurance, and Pacífico Salud, which provides health insurance as
 an alternative to public social security.

Credicorp owns 99.99%
  of Inversiones Crédito S.A., with holdings of
 equity shares in Peruvian electric utilities and other non-financial companies.
 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.

During 2003, BCP converted BCOL, its offshore bank in the Bahamas , into a
 vehicle to conduct investments and sold it to ASHC, which expects to dissolve
 BCOL's operations during 2004. BCOL's business of taking offshore U.S. Dollar
 deposits and making U.S. Dollar-denominated loans to large Peruvian customers
 has been taken over by both BCP's Panama branch and by ASHC.

In December 2002, BCP
  acquired BSCH-Perú, which was merged into BCP
 on February 28, 2003. Solución, which specialized in consumer and micro-business
 lending, was merged into BCP's Peruvian banking operations in March 2004 after
 becoming a wholly-owned subsidiary of BCP in March 2003 as a result of BCP acquiring
 the remaining 45% of Solución's equity interests.

Credileasing conducts lease financing operations and began operating in July
1996.

77

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
 Judge in the Court of first instance in Aruba dismissed the claim and the plaintiff
 appealed. In April 2004, the Court of Appeals in Aruba rejected all claims
 from the former owners. The former owners had originally sued unsuccessfully
 in Colombia .

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 and liquidated the brokerage house in 2002.

(D) Property, Plant and Equipment

At December 31, 2003,
  Credicorp had 349 branches, representative and similar offices, of which 116
  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.

78

Table of Contents


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 3Significant
  Accounting Policies to the Credicorp Consolidated Financial Statements,
  which are prepared in accordance with IFRS. Additionally, Note 24 to the Credicorp
  Consolidated Financial Statements describes certain significant differences
  between IFRS 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 micro-businesses, mortgages and 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 (country risk), 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.

Investments

Beginning in 2001, Credicorp 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. On January 1,
 2001, Credicorp recognized a credit to retained earnings of US$4.5 million as
 a result of the adoption of IAS 39 relating to the accounting treatment of investments
available-for-sale.

79

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.

Derivative financial instruments

Transactions with derivatives, while providing effective economic hedges,
 do not qualify for hedge accounting under the specific rules of IAS 39 and are
 therefore treated as derivatives held for trading. Derivative financial instruments
 are initially registered at cost and are subsequently remeasured at their fair
 value. Fair values are obtained based on 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. Gain and losses for changes in their fair values
 are recorded in the income statement.

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. The incurred but not reported
 claims (IBNR) are estimated and reflected as a liability, net of recoveries
 and reinsurance. The IBNR at December 31, 2003 and 2002 have been estimated
 by taking into consideration the arithmetic progression of the percentages calculated
 over the actual figures for the past seven years. Management considers that
 the estimated amount is sufficient to cover any liability related to IBNR at
 December 31, 2003 and 2002.

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

Reserves for life insurance policies are estimated using a net level premium
 method on the basis of actuarial assumptions as to mortality and interest established
 at product design. The mortality assumptions established at product design are
 based on experience which, together with interest assumptions, include a margin
for adverse deviation. Additional reserves for specific future benefits, like

80

participating life policies, endowment and return of premium policies are
 computed using international standards. Benefit liabilities for annuities during
 the accumulation period are equal to accumulated contractholders' fund balances
and after annuitization are equal to the present value of expected future payments.

Policyholders' funds for universal life and investment-type products, including
 or not an interest guaranteed and funding agreements, are equal to the policyholder
 account values. Policy benefits that are charged to expense include benefit
 claims incurred in the period in excess of related policy account balances and
 interest credited to policyholders' account balances.

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 3(f) 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 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 IFRS, which differ
  in certain significant respects from U.S. GAAP. See Note 24 to the Credicorp
  Consolidated Financial Statements, which pro­vides
 a description of the significant differences between IFRS 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 2001, 2002 and 2003 reflect
  the financial position and results of operations for 2001, 2002 and 2003 of
  Credicorp's subsidiaries. See Item 3. Key Information(A)
 Selected Financial Data.

81

At December 31, 2003, approximately 78.2% of Credicorp's deposits and 83.9%
 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, 2003

The following
  table sets forth, for the years 2001, 2002 and 2003, the principal components
  of Credicorp's net income:

|                                                                     | Year ended
  December 31,    
|-------------------------------------------------------------------- | -----------------------------
|                                                                     |                              
|                                                                     | 2001                         
|                                                                     |                              
|                                                                     | (U.S. Dollars
  in thousands)
|Interest income                                                      | US$694,772                   
|Interest expense                                                     | 318,542                      
|                                                                     |                              
|Net interest income                                                  | US$376,230                   
|Provision for loan losses                                            | 119,422                      
|                                                                     |                              
|Net interest income after
          Provision                        | US$256,808                   
|Noninterest income                                                   | 329,050                      
|Claims on insurance activities                                       | 97,017                       
|Other expenses                                                       | 390,779                      
|Merger costs                                                         | 0                            
|                                                                     |                              
|Income before translation result, income
  tax and minority interest | US$98,062                    
|                                                                     |                              
|Translation result (loss) gain                                       | US$(2,575)                   
|Income tax                                                           | (25,135)                     
|Minority interest                                                    | (15,839)                     
|                                                                     |                              
|Net income                                                           | US$54,513                    
|                                                                     |                              

Credicorp's
  consolidated net income increased from 2002 to 2003 principally due to higher
  net interest income and non-interest income, and to lower loan loss provisions,
  which were partly offset by non-recurring merger costs. Merger costs amounting
  to US$18.6 million were incurred in connection with the mergers of BSCH-Perú in March 2003 and of Solución
in March 2004.

Consolidated net income
   decreased from 2001 to 2002 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 probable losses in the investment portfolio and for probable 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.

82

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,    
|---------------------------------------------------- | ------------------------------
|                                                     |                               
|                                                     | 2001                          
|                                                     |                               
|                                                     | (U.S. Dollars
   in thousands)
|                                                     |                               
|Interest income:                                     |                               
|Loans                                                | US$544,255                    
|Deposits                                             | 26,051                        
|Deposits
   in Central Bank                          | 39,472                        
|Investment
   securities                             | 82,607                        
|Dividends                                            | 2,387                         
|                                                     |                               
|Total
   interest income                             | US$694,772                    
|                                                     |                               
|                                                     |                               
|Interest expense:                                    |                               
|Saving
   deposits                                   | US$31,307                     
|Time
   deposits                                     | 216,741                       
|Borrowing
         from other financial institutions | 59,177                        
|Demand
   deposits                                   | 11,317                        
|                                                     |                               
|Total
   interest expense                            | US$318,542                    
|                                                     |                               
|Net
   interest income                               | US$376,230                    
|                                                     |                               

Credicorp's net interest income increased 9.1% in 2003 compared to 2002,
    which in turn decreased 6.0% compared to 2001.

Interest Income.
      Interest income grew 3.1% in 2003, after decreasing 23.5% in 2002
      compared to 2001. The increase in 2003 is primarily due to higher average
      loan volumes and other interest earning assets resulting mainly from the
      acquisition of BSCH-Perú. Interest income decreased
     during 2002 principally due to lower interest rates on loans and lower loan
     volumes. In these periods, Credicorp continued having excess liquidity resulting
     from reduced economic activity in Perú and, particularly in 2003,
     from competition from the capital markets which offered financing at lower
     costs to the corporate sector. Another contributing factor was the continuing
     policy of Credicorp's management to tighten credit requirements in the Middle
     Market and Small Business segments. See Item 4. Information on the Company(B)
     Business Overview(12) Selected Statistical Information.

Average nominal interest rates earned by Credicorp on its loans increased
     to 10.3% in 2003, from 10.1% in 2002, which in turn fell from 12.4% in 2001.
     The average nominal interest rate for foreign currency-denominated loans
     was 10.7% in 2001, decreasing to 8.5% in 2002, but increased to 8.8% in
     2003. Interest rates for Nuevo Sol-denominated loans decreased from 24.5%
     in 2001 to 20.4% in 2002, and further to 18.5% in 2003.

The
     quarterly average balance of Credicorp's foreign currency-denominated
      loan portfolio increased 4.4% to US$3,755.2 million in 2003, from
      US$3,595.2 million in 2002, which in turn decreased 5.9% from US$3,819.9
      million in 2001. 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, but grew 23.7% to US$692.6 million in 2003. Credicorp's excess
    liquidity continued through 2003, but the adverse economic situation made
    it difficult to place loans adequately. During 2003, an increasing proportion
    of loans went to small business, housing mortgages and consumer segments
    presenting higher risk, but these segments also yielded higher margins. See Item
    4. Information on the

83



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, small
     and micro-businesses, 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 corporate 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 8.9% in 2003 compared to 2002, and by 44.1% in 2002 compared
      to 2001. Lower interest expense in 2003 and 2002 was principally due to
      decreased interest rates on deposits. Interest rates paid on foreign currency-denominated
      deposits decreased from 4.8% in 2001 to 3.1% in 2002 and further to 2.5%
      in 2003. Interest paid on Nuevo Sol-denominated deposits decreased from
      6.0% in 2001 to 2.5% in 2002, and further to 2.3% in 2003. The decrease
      in the average nominal interest rate paid on both foreign currency-denominated
      deposits and Nuevo Sol-denominated deposits resulted primarily from excess
      liquidity in Perú's major
     banks and also as a result of low rates in international capital markets.
     See Item 4. Information on the Company(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 increased 15.0% to US$4,762.2
      million in 2003 from US$4,141.2 million in 2002, which in turn decreased
      5.2% from US$4,369.4 million in 2001. Credicorp's average Nuevo Sol-denominated
      deposits grew 25.1% in 2003 to US$1,191.3 million, from US$952.0 million
      in 2002 which in turn represented a 15.3% increase from US$825.8 million
      in 2001. 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 5.3% in 2001 to 5.1% in 2002, but remained nearly
      unchanged at 5.2% during 2003 as lower returns on interest-earning assets,
      mostly securities and Nuevos Soles loans, were offset by lower funding
      costs. 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. 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). 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 reserve policy.

84

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

|                                                                 | Year ended
   December 31,    
|---------------------------------------------------------------- | ------------------------------
|                                                                 |                               
|                                                                 | 1999                          
|                                                                 |                               
|                                                                 | (U.S. Dollars
   in thousands)
|Reserves for loan losses atthe beginning of the year             | US$270,082                    
|Additional
   provisions                                         | 181,220                       
|Acquisitions                                                     | --                            
|Recoveries
   of write-offs                                      | 5,903                         
|Sales
   and write-offs                                          | (156,976)                     
|Monetary
         Correction andOther                            | 7,114                         
|                                                                 |                               
|Reserves
         for loan losses at theEnd
         of the year | US$307,343                    
|                                                                 |                               

Provisions for loan losses, charged against income net
     of recoveries, decreased 33.3% to US$66.4 million in 2003, after declining
     16.6% to US$99.6 million
     in 2002. Provision expense in 2003 included US$20.6 million required
     by BCB (compared to US$30.2 million in 2002) and US$5.0 million for
     Banco Tequendama (compared to US$5.9 million in 2002). The lower provision
     expense in 2003 is primarily due to improved loan quality, particularly
     with respect to BCP's loan portfolio, and to a lesser degree to lower
     loan volumes and higher recoveries of charged-off accounts. In 2002,
     despite lower charges, provisioning to offset risk continued to be high
     compared to provisioning in better performing periods. This was principally
     due to continued requirements by the Middle Market 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 2003 and 2002.

The
      effects of the increase in specific provisions were partly offset
      by write-offs of specific loans amounting to US$185.7 million during 2003,
      23.7% higher than US$150.1 million in 2002, which in turn was 20.4% higher
      than US$124.7 million in 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.

Loan
      loss provisions for impaired loans not specifically identified, which
      totaled US$30.4 million as of December 31, 2001, grew to US$46.0 million
      as of December 31, 2002, but declined to US$40.8 million as of December
     31, 2003.

Reserves as a percentage of past due loans increased to 127.5% at year-end
    2003, from 104.4% at year-end 2002, and also from 98.2% at year-end 2001.
    Reserves as a percentage of substandard loans decreased to 50.3% at year-end
    2003 from 51.8% at year-end 2002, but remain higher than the 45.4% at year-end
    2001. Given the changing composition of Credicorp's loan portfolio, Credicorp's
    historical loss experience may not be indicative of its future loan loss
    experience.

85

Noninterest income

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

|                                           | Year ended December 31,       
|------------------------------------------ | ------------------------------
|                                           |                               
|                                           | 2001                          
|                                           |                               
|                                           | (U.S. Dollars
   in thousands)
|Fees and commissions from banking services | US$155,030                    
|Net (loss) gains from sales of securities  | 31,737                        
|Net gains on foreign exchange transactions | 17,549                        
|Net premiums earned                        | 112,204                       
|Other income                               | 12,530                        
|                                           |                               
|Total non-interest income                  | US$329,050                    
|                                           |                               

Credicorp's noninterest
      income increased 8.3% to US$363.5 million in 2003 from US$335.7 million
      in 2002, which in turn increased 2.0% from US$329.1 million in 2001. Revenue
      increase in 2003 is primarily due to higher fees from banking services,
      as well as increases in various revenue items included in Other income,
      which increased from US$11.7 million in 2002 to US$23.2 million in 2003.
      Higher revenue in 2002 is mainly due to increased banking fee income and
      insurance premiums, which offset lower gains from securities transactions.
      See Item 4. Information on the Company(B) Business Overview(5)
     Insurance.

Fee and commission income grew 6.9% to US$189.5 million in 2003, after
     a 14.4% increase in 2002 from 2001. Fees increased in 2003 mainly due to
     growth in account maintenance fees, credit cards and in brokerage and mutual
     funds fees. In 2002, almost all lines grew, with the largest increases in
     account maintenance charges, credit card fees, and fees related to brokerage
     and investment banking.

Net gains from the
      sale of securities, principally equities, resulted in a gain of US$2.0
      million in 2003, compared to a net loss of US$1.1 million in 2002, after
      a net gain of US$31.7 million in 2001. Gains in 2003 resulted mainly from
      the recovery of valuations in capital markets. The net loss in 2002 is
      mostly due to losses in ASB's investment portfolio. The increase in 2001
      is primarily 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 4.9% in 2003
     compared to 2002, after a 28.7% increase in 2002 compared to 2001. Gains
     from foreign exchange transactions are not attributable to proprietary trading
     on the part of Credicorp. Increased gains in 2003 compared to 2002 were
     principally the result of higher volumes which offset a slight decrease
     of the buy/sell spread to 0.12% in 2003. Increased gains in 2002 compared
     to 2001 were principally the result of higher volumes which offset a further
     decrease of the buy/sell spread. The buy/sell spread on U.S. Dollars has
     been decreasing in recent years, from 0.16% in 2000, to 0.15% in 2001 and
     to 0.13% in 2002, reflecting increased stability and competition in the
     foreign exchange markets.

Other income increased 99.4% to US$23.2 million in 2003, after decreasing
    7.0% to US$11.7 million in 2002 compared to 2001. Other income principally
    consists of customer service charges and certain sundry income items. Increased
    income in 2003 was due to higher revenue from the sale of assets acquired
    through mergers (US$3.8 million in 2003 as compared to US$0 in 2002), gains
    on sales to third-parties of written-down accounts (US$5.1 million in 2003
    as compared to US$0.1 million in 2002) and higher revenue from real estate
    leasing (US$2.4 million in 2003 as compared to US$0.7 million in 2002). Other
    income declined in 2002 mainly due to lower gains on sales of foreclosed
    real estate.

86

Net
      premiums remained nearly unchanged at US$125.1 million in 2003 after growing
      11.6% to US$125.2 million in 2002. In 2003, total consolidated gross premiums,
      before reinsurances, consisted of: (i) general insurance line premiums,
      which amounted to 57.5% of total premiums and increased 5.4%; (ii)
      Pacífico Salud's premiums, which were 8.2% of the total and
     decreased 7.0%; and (iii) Pacífico Vida's premiums, which amounted
    to 34.2% of the total and grew 42.3%.

During 2003, within
      general insurance lines, the fire insurance line grew 18.6%, the health
      and medical assistance insurance line grew 3.5%, while the automobile insurance
      line declined 10.3%. Pension fund benefits insurance decreased 4.6% during
      2003, while group life insurance and individual life insurance grew 16.8%,
      and life annuities increased 136.6%. During 2002, in terms of total premiums,
      before reinsurances, general insurance lines grew 22.3%, the fire
      insurance line grew 68.6%, pension fund benefits insurance grew 6.9%, life
      insurance policies grew 7.1% and life annuities decreased 1.4%. See Item 4. Information on the Company(B) Business Overview(5)
     Insurance.

Life annuities showed a significant growth rate in 2003 mainly due to
     favorable regulatory changes that allowed for early retirement. In 2002,
     fire insurance had a significant increase in premiums due mostly to the
     sale of fire insurance to clients related to the state-owned insurance company,
     which ceased operating. Premiums also increased in 2003 and 2002 as a result
     of higher tariffs due to higher international reinsurance costs. Retained
     premiums increased in 2003 and 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.

Claims on Insurance Activities

During 2003, claims on insurance activities increased by 1.9% to US$99.8
     million, after growing slightly by 0.9% to US$97.9 million in 2002. Nevertheless,
     the net loss ratio, defined as net claims paid as a percentage of net premiums
     written, decreased to 48.7% in 2003, compared to 58.6% in 2002, which in
     turn decreased from 63.9% in 2001.

The net loss ratio
      improved in 2003 mainly due to lower ratios in the following segments:
      fire insurance, for which the net loss ratio decreased to 13.4% from 15.9%
      in 2002; health insurance together with Pacífico Salud,
    for which the net loss ratio decreased to 83.5% from 85.2% in 2002; and Pacífico
    Vida, for which the net loss ratio decreased to 32.0% from 45.7% in 2002.
    In 2002, the net loss ratio improved mainly in the following segments: fire
    insurance, which decreased to 15.9% from 78.6% in 2001; Pacífico Salud,
    whose 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.
    See Item 4. Information on the Company(B) Business Overview(5) Insurance.

87

Other Expenses

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

|                               | Year ended
   December 31,    
|------------------------------ | ------------------------------
|                               |                               
|                               | 2001                          
|                               |                               
|                               | (U.S. Dollars
   in thousands)
|Salaries and employee benefits | US$173,974                    
|General and administrative     | 128,007                       
|Depreciation and amortization  | 46,732                        
|Provision for seized assets    | 7,447                         
|Other                          | 34,619                        
|Merger costs                   | 0                             
|                               |                               
|Total other expenses           | US$390,779                    
|                               |                               

Credicorp's
      other expenses (aside from provisions for loan losses) increased 11.1%
      to US$449.0 million in 2003, after an increase of 3.4% in 2002 compared
      to 2001. Other expenses grew in 2003 principally because of US$18.6 million
      of merger costs related to the mergers of BSCH-Perú and Solución
     as well as higher general and administrative expenses and personnel expenses
     (salaries and employee benefits). Higher expenses during 2002 were due
     mostly to increased general and administrative expenses and personnel
     expenses.

Personnel expenses grew 5.5% in 2003 compared to 2002, after a similar
     5.5% increase in 2002 compared to 2001. The number of Credicorp's personnel
     decreased to 9,318 in 2003 from 9,896 in 2002, which in turn increased from
     9,375 in 2001. Considering only BCP, the number of personnel decreased to
     7,530 in 2003 from 8,356 in 2002, which in turn increased from 7,747 in
     2001. The personnel decrease in 2003 is mainly due to the restructuring
     of recently acquired subsidiaries.

Credicorp's general and administrative expenses (which include taxes other
     than income taxes) increased 10.6% in 2003 compared to 2002, which in turn
     increased 4.3% compared to 2001. Higher expenses in 2003 were mainly the
     result of increases in systems and maintenance expenses and in supplies
     and operating charges, which included non-recurring expenses of US$7.5 million
     related to the computer systems restructuring project. 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.

Depreciation
      and amortization increased 7.9% to US$47.9 million in 2003, after decreasing
      by 5.1% and 1.7% during 2002 and 2001, respectively. The increase in 2003
     is mainly due to higher fixed assets from the BSCH-Perú merger.

Other expenses remained relatively unchanged in 2003 compared to 2002,
     after decreasing 19.8% in 2002 compared to 2001. 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.

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$3.7 million translation loss in 2003, a US$2.5
     million loss in 2002 and a US$2.6 million loss in 2001. In 2003, translation
     loss was mostly due to losses at BCP, Banco Tequendama and PPS. Translation
     loss in 2002 was mostly due to losses recorded at Banco Tequendama, which
     were caused by the devaluation of the 88


Colombian and Venezuelan currencies. These losses were partly offset by
     gains at BCP. Translation loss in 2001 was 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.

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 in 2002 and 2003 was 27% of taxable income,
     which includes the result of exposure to inflation. The statutory income
     tax was raised to 30% starting in fiscal year 2004. An additional 4.1%
      withholding tax is applied on dividends, which Credicorp registers
      as income tax based on the liquid amount received from BCP and PPS. 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 is
      applied to make advance payments of the income tax liability corresponding
      to the ongoing 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$39.7 million in 2003 from
     US$32.6 million in 2002, which in turn increased from US$25.1 million in
     2001. Income tax growth in these periods 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 2002 and 2003 were 38% and
     33%, respectively.

(3) Financial Condition

Total Assets

As of December 31,
       2003, Credicorp had total assets of US$8,294.4 million, decreasing 3.9%
       compared to total assets of US$8,629.6 million at December 31, 2002, with
       loans, net of provisions, decreasing 5.4%. From December 31, 2002 through
       December 31,
       2003, the Peruvian financial system declined 3.4% in terms of
      deposits and 6.4% in terms of loans, comparing balances in nominal Nuevos 89


Soles, while GDP grew 4.0%. 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 25.5% in 2001 and 2002, this was still below the 26.7%
     peak in the early 1970s. In 2003, the ratio of financial intermediation
     decreased to 24.5%. Credicorp expects the rate of growth in total assets
     to remain at moderate levels 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, 2003, Credicorp's total loans were US$4,481.5 million,
     which represented 54.0% of total assets. Net of reserves for loan losses,
     loans were US$4,154.8 million. As of December 31, 2002, Credicorp's total
     loans equaled US$4,817.7 million, which represented 55.9% of total assets.
     Net of reserves for loan losses, loans were US$4,393.6 million. Credicorp's
     total loans decreased from December 31, 2002 to December 31, 2003 by 7.0%,
     and net of loan loss reserves by 5.4% in the same period.

Credicorp's total
      deposits with the Central Bank of Perú decreased
     from US$1,317.0 million as of December 31, 2002 to US$929.6 million as of
     December 31, 2003. Credicorp's securities holdings (which include marketable
     securities and investments) increased to US$1,740.3 million at December
     31, 2003 from US$1,240.4 million at December 31, 2002. During 2003, the
     securities portfolio increased 40.3% principally due to increased investments
     in bonds and in Central Bank certificates by BCP. The decrease in total
     Central Bank of Perú deposits and increases in securities holdings
     and the securities portfolio are primarily related to shifting Credicorp's
     excess liquidity to investments in fixed income securities.

Total Liabilities

As of December 31,
      2003, Credicorp had total liabilities of US$7,383.7 million, a 5.4% decrease
      from total liabilities of US$7,805.8 million as of December 31, 2002. As
      of December 31, 2002, Credicorp had total deposits of US$5,986.2
    million, a 6.2% decrease from total deposits of US$6,381.2 million at December 31,
    2002. 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. During 2003, demand deposits
    grew 2.5%, while savings deposits decreased 12.8% and time deposits decreased
    6.3%. As of December 31, 2003, Credicorp had 44.2% of total savings deposits
    in the Peruvian banking system and 36.1% 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, 2003, it included 57.7% 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, its extensive branch
    network and the quality of its service. Credicorp's funding strategy has
    been structured around maintaining a diversified deposit base. Credicorp's
    core deposits (savings, CTS and demand deposits) accounted for 58.5% of its
    total deposits as of December 31, 2003, and more than 60% of total
    deposits considering BCP individually. Credicorp's market share in these
    types of deposits amounted to 46.3% of the Peruvian banking system at December 31,
    2003.

90

(4) Reconciliation of Differences Between IFRS and U.S. GAAP

The Credicorp Consolidated Financial Statements have been prepared in accordance
 with IFRS, which differ in certain significant respects from U.S. GAAP. The principal
 difference between IFRS 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 IFRS
 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 3(i)
 to the Credicorp Consolidated Financial Statements) and (iii) the treatment of
 goodwill amortization in 2002. Net income for the year ended December 31, 2003
 was US$80.6 million under IFRS compared to US$84.8 million under U.S. GAAP. Net
 income for the year ended December 31, 2002 was US$42.4 million under IFRS 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 IFRS compared to US$55.9 million under U.S. GAAP.
 Shareholders' equity under IFRS was US$910.7 million as of December 31, 2003
 compared to US$918.0 million under U.S. GAAP, and US$823.8 million as of December
 31, 2002 compared to US$826.8 million under U.S. GAAP. See Note 24 to the Credicorp
 Consolidated Financial Statements for a discussion of the significant differences
 between IFRS 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,                             
|---------------------------------------------------------------- | -------------------------------------------------
|                                                                 |                                                  
|                                                                 | 2001                                             
|                                                                 |                                                  
|                                                                 | (U.S. Dollars
  in thousands, except percentages)
|Capital stock, net                                               | US$ 536,327                                      
|Legal and other capital reserves                                 | 69,527                                           
|Retained earnings                                                | 0                                                
|Generic contingency loss Reserves                                | 34,577                                           
|Subordinated debt                                                | 55,555                                           
|                                                                 |                                                  
|Total                                                            | US$ 695,986                                      
|Less: investment in multilateral 
       Organizations and Banks | (162)                                            
|                                                                 |                                                  
|Total regulatory capital(1)                                      | US$ 695,824                                      
|Risk-weighted assets (1)                                         | 5,912,823                                        
|Capital Ratios:                                                  |                                                  
|Regulatory capital as a percentage of risk-weighted
  assets     | 11.77%                                           
|Ratio of risk-weighted assets to regulatory
  capital (1)        | 8.50                                             

---

|(1) | On an unconsolidated basis, BCP's regulatory capital was US$471.3
    million and its risk-weighted assets and equivalent market risks were US$4,306.8
    million as of December 31, 2003, yielding a ratio of 9.1 to 1.0 (10.9%). 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 6.3 to 1.0 (15.8%).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Average shareholders' equity as a percentage of average total
 assets increased from 10.1% in 2001 to 10.4% in 2002 and remained nearly unchanged
at 10.3% in 2003.

91

Liquidity Risk

The
   following table reflects the maturity and currency structure of Credicorp's
  assets, liabilities and shareholders' equity as of December 31, 2003:

|                                                                     | Year ended
   December 31, 2003                   
|-------------------------------------------------------------------- | --------------------------------------------------
|                                                                     |                                                   
|                                                                     | Nuevos
          Soles                            
|                                                                     |                                                   
|                                                                     | (U.S. Dollars
   in thousands, except percentages)
|Assets                                                               |                                                   
|Financial Assets:                                                    |                                                   
|Cash and due from banks                                              | US$139,514                                        
|Other assets (1)                                                     |                                                   
|Less than 3 months                                                   | 403,455                                           
|From 3 months to 12 months                                           | 248,289                                           
|More than 12 months                                                  | 559,519                                           
|                                                                     |                                                   
|Sub-Total                                                            | 1,350,777                                         
|Non-Financial Assets:                                                |                                                   
|Bank premises and equipment and others                               | 356,618                                           
|Reserves for loan losses                                             | (40,381)                                          
|                                                                     |                                                   
|Sub-Total                                                            | 316,237                                           
|                                                                     |                                                   
|Total                                                                | US$1,667,014                                      
|                                                                     |                                                   
|Percentage of total assets                                           | 20.10%                                            
|Liabilities and Shareholders' Equity                                 |                                                   
|Financial Liabilities:                                               |                                                   
|Non-interest bearing deposits                                        | US$238,415                                        
|Other liabilities (2)                                                |                                                   
|Less than 3 months (3)                                               | 1,180,875                                         
|From 3 months to 12 months                                           | 104,589                                           
|More than 12 months                                                  | 174,547                                           
|                                                                     |                                                   
|Sub-Total                                                            | 1,698,426                                         
|Non-Financial Liabilities and Equity:                                |                                                   
|Other liabilities                                                    | 48,542                                            
|Shareholders' equity                                                 | 589,042                                           
|                                                                     |                                                   
|Sub-Total                                                            | 637,584                                           
|                                                                     |                                                   
|Total                                                                | US$2,336,009                                      
|                                                                     |                                                   
|Percentage of
         total liabilities and shareholders'
   equity | 28.16%                                            
|                                                                     |                                                   

---

|(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$527.4 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.

92

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 2003 were 37.8% and
 46.3% for Nuevos Soles and foreign exchange-based transactions, respectively
 (30.5% and 55.7% in 2002, respectively), demonstrating Credicorp's continuing
excess liquidity due to declining loan balances.

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 2003, 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 COFIDE, 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. As of December 31, 2003, borrowed funds amounted to
  US$273.7 million as compared to US$309.7 million in 2002 and US$341.5 million
 in 2001.

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, 2003, BCP had US$30.2 million
 of outstanding mortgage bonds and notes (US$28.5 million in 2002).

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, 2003, BCP had US$233.0 million of outstanding
 leasing bonds (US$350.2 million in 2002). These bonds have maturities extending
from three to five years and bear the same interest as 360-day time deposits.

93

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 11 and 12 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, and turned its focus on improving
  its core businesses in 2001, 2002 and 2003. Through these past years, Credicorp
  dedicated significant resources to consolidate its competitive advantages.
  During 2004, Credicorp expects to continue trends already seen in the preceding
  year, consolidating its efforts on market segments with greater growth potential
  and with higher profitability, and further strengthening its balance sheet.
  See Item 4. Information on the Company(B) Business Overview(1)
 Introduction  Review of 2003 and (2) Strategy.

In 2004, it is likely
  that banks in Perú will see little
  growth in loans, financial margins will continue to tighten, pricing
  for the services they offer will suffer from higher competition, and service
  volumes will be negatively affected by financial transaction taxes. Credicorp
  will continue the application of policies that reduce volatility of net income
  and implement cost control measures to offset decreased profitability, compensate
 for lower financial margins and raise operating efficiency.

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 that in 2004 growth in mortgage
 loans will continue, especially loans linked to the government's MiVivienda low-income
 housing program, as well as loans to micro-businesses. In order to generate
 more fee income from transactional services, 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. In 2004, BCP will integrate loan clients previously served
 by Solución.
 To accomplish this, BCP has implemented certain organizational changes, including
 the creation of a unit specializing in micro-business lending.

ASHC will continue its strategy 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 interest income, but this
should be offset by the increase in fees from third-party fund management.

94

Banco Tequendama will continue its efforts to increase loans and deposits
 in the personal banking segment, reduce expenses and generate positive results,
without requiring additional support from Credicorp.

In 2004, BCP's Bolivian subsidiary is expected to reduce its overdue loans
 and to require smaller charges for loan loss provisions, for which no additional
 support from BCP will be required.

Credicorp's insurance business is likely to grow in 2004 in line with economic
 activity even though its margins will remain low because of greater competition.
 Credicorp expects that profitability will increase through lower provisioning
 requirements. Growth in life insurance and life annuities is likely to continue,
 and, in the field of health insurance, PPS will focus on merging the operations
 of the recently acquired private health insurance provider into its own.

(E) Off-Balance Sheet Arrangements

Credicorp has various contractual obligations that are recorded as liabilities
 in its financial statements. Other contractual arrangements, such as contingent
 credits contracts, are not recognized as liabilities in Credicorp's financial
 statements but are required to be registered in off-balance sheet accounts.
 Credicorp enters into these off-balance sheet arrangements in the ordinary course
 of business in order to take advantage of above average interest margins, in
 the case of guarantees and letters of credit, and short-term market movements
 in the equity and bond markets and in currency and interest rates, in the case
 of derivatives and swaps.

The following table reflects Credicorp's off-balance sheet arrangements as of
 December 31, 2003 and 2002:

|                                                   | At December 31,                 
|-------------------------------------------------- | --------------------------------
|                                                   |                                 
|                                                   | 2002                            
|                                                   |                                 
|                                                   | (U.S. Dollars
     in thousands)
|Contingent Credits                                 |                                 
|                                                   |                                 
|Guarantees
  and stand by letters                  | US$ 816,844                     
|Import
  and Export letters of Credit              | 140,086                         
|                                                   | 956,930                         
|                                                   |                                 
|Responsibilities
     under credit line agreements | 188,428                         
|Financial
  derivative contracts, net              | 269,500                         
|Swap
  contracts                                   | 10,784                          
|                                                   |                                 
|Total                                              | US$1,425,642                    
|                                                   |                                 

---

In the normal course of its business, Credicorp is party to transactions
 with off-balance sheet risk. These transactions expose Credicorp to credit risk
 in addition to the amounts recognized in the consolidated balance sheets. 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 losses
 under commitments to extend credit is represented by the contractual amount
 specified in these instruments. Credicorp applies 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.

95

Due to the fact that many of the contingent credits are expected to expire
 without any payment being required from Credicorp, the total committed amounts
 do not necessarily represent future cash requirements.

Export and import letters of credit and guarantees and stand-by letters of
 credit are conditional commitments issued by Credicorp to guarantee the performance
 of a customer to a third party. Export and import letters of credit are mainly
 issued as credit enhancements for overseas commercial transactions. Risks associated
 with these credits are reduced by the participation of third parties.

As of December 31, 2003 and 2002, Credicorp has registered as derivatives
 transactions commitments related to purchase and sale of foreign currency. Foreign
 currency forwards are commitments to buy or sell currency at a future date at
 a contracted price. Risk arises from the possibility that the counter-party
 to the transaction does not perform as agreed. As of December 31, 2003 and 2002,
 forward foreign currency purchase and sale agreements referred to above include
 nominal amounts of approximately US$313.9 million and US$530.6 million, respectively,
 with maturities not greater than one year. These agreements are executed to
 satisfy client requirements and are recorded by Credicorp in the financial statements
 at fair market value. See Note 22 to the Credicorp Consolidated Financial Statements.

Interest rate swaps are derivatives contracts, which exchange variable interest
 rates for fixed interest rates. The risk arises each time the projected level
 of the variable rate during the term of the operation is higher than the fixed
 rate, as well as from non-compliance with contractual terms by one of the parties.
 As of December 31, 2003, the notional amount of outstanding interest rate swap
 contracts was approximately US$98.1 million (approximately US$10.8 million at
 December 31, 2002). These contracts are recorded by Credicorp at fair market
 value.

(F) Contractual Obligations

Credicorp enters into various contractual obligations that
  may require future cash payments. The following table summarizes Credicorp's
  contractual obligations by remaining maturity as of December 31, 2003. See Item 4. Information
 on the Company(B) Business Overview(1) Introduction  Review of 2003.

|                                      | Payments due by period        
|------------------------------------- | ------------------------------
|                                      |                               
|                                      | Total at
  December 31,
  2003
|                                      |                               
|                                      | (U.S. Dollars
  in thousands) 
|Due to banks and correspondents       | US$ 182,676                   
|Promotional credit lines              | 59,164                        
|Overnight funds                       | 28,618                        
|Loans from multilateral organizations | 3,276                         
|                                      |                               
|Total                                 | US$ 273,734                   
|                                      |                               

The balance of the Due to banks and correspondents caption in the table above,
correspond to the following operations:

- Bank loans obtained by Credicorp mainly to finance foreign trade and working
  capital amounted to US$84.1 million in 2003 and US$103.5 million in 2002.

96



- A
loan transaction  made in November 1998,  amounting to US$100 million,  with maturities
 until November 2005,  secured by the collection of BCPs future inflows
                             corresponding  to the  consumption  and cash  advances made
in Perú through Visa credit cards issued by foreign  banks.  This  transaction  bears an
                             annual interest rate of 5.74%.  As of December 31, 2003, the
securitization obligation amounted to US$33.3 million (US$48.4 million in 2002).

- A
 securitization  transaction  amounting to US$100 million made by BCP in January 2001,
 amortizing  through  January 2008. This  transaction  corresponds to the
                             future  collection of payment orders in U.S.  Dollars
related to the transfers of funds received from banks located  outside Perú. This
 transaction                              bears  monthly  interest  rates that
 fluctuated  between 1.44% and 1.83% in 2003 (between  1.73% and 2.41% in 2002).  As of
December 31, 2003,  the                              balance of this obligation amounted
to US$65.3 million and US$78.2 million in 2002.

Promotional
 credit lines represent loans granted to BCP by COFIDE and the Inter-american
 Development Bank, for promoting the development of specific  activities in Perú.  As of
December 31, 2003,  these  credit lines are  guaranteed  with loans by BCP to customers
 amounting  to US$43.2  million  (US$18.4  million in 2002),  and include covenants
specifying the use of funds, financial conditions that the borrower must maintain and
other administrative matters.

Table of Contents


ITEM 6.
              DIRECTORS, SENIOR MANAGEMENT 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        | 34                          
|Luis Nicolini      | Deputy Chairman | 28                          
|Fernando Fort      | Director        | 22                          
|Reynaldo Llosa     | Director        | 21                          
|Juan Carlos Verme  | Director        | 14                          
|Luis Enrique Yarur | Director        | 8                           

___________________


|(1) | Of
Credicorp, its subsidiaries and their predecessors as of December 31, 2003.
|--- | ------------------------------------------------------------------------------

Dionisio
Romerois 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,

97

and is Chairman of the textile company Fábrica de Tejidos La
Bellota. He has been Deputy Chairman of Credicorp since August 1995.

Fernando
Fortis a lawyer and Partner at the law firm of Fort, Bertorini y Godoy. 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
Llosais 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 Vermeis 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 Yaruris 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 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 as an Officer(1)
|------------------- | -------------------------------- | -----------------------------
|                    |                                  |                              
|                   
|Dionisio Romero     | Chief Executive Officer          | 34(2)                        
|Raimundo Morales    | Chief Operating Officer          | 24                           
|Carlos Muñoz        | Executive Vice President         | 23                           
|Benedicto Cigüeñas  | Chief Financial and Accounting  
|                    | Officer (until March 31, 2004)   | 13                           
|Walter Bayly        | Chief Financial and Accounting  
|                    | Officer (from March 31, 2004)    | 11                           
|José Luis Gagliardi | Senior Vice President,          
|                    | Administration and Human         | 23(3)                        
|                    | Resources                       
|Arturo Rodrigo      | Senior Vice President, Insurance | 28                           

____________________________


|(1) | Of
Credicorp, its subsidiaries and their predecessors as of December 31, 2003.
|--- | ------------------------------------------------------------------------------

|(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.
|--- | -----------------------------------------------------------------

98

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.

Walter
Baylywas appointed Chief Financial and Accounting Officer of Credicorp and
Executive Vice President of Planning and Finance of BCP in April 2004. Previously,
Mr. Bayly held various other management positions within BCP, having managed the
Wholesale Banking, Middle Market Banking, Systems and Organization, and Investment
Banking groups. Mr. Bayly joined BCP in 1993, after three years at Casa Bolsa México
where he was Partner and Managing Director in Corporate Finance and after ten years at
Citibank in Lima, New York, México, and Caracas, where he worked primarily in the
Corporate Finance and Loan Syndication groups. Mr. Bayly received a Bachelor degree
in Business Administration from Universidad del Pacífico in Lima, Perú, and a Masters
degree in Management from Arthur D. Little Management in Cambridge, Massachusetts.

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
Rodrigois 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 2003 was US$4.9 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 each year since 1999 and through 2003 (each individually an  Option  and
 collectively  the  Options).  Each Option  expires

99

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 amounted to
475,000 Common Shares with an exercise  price of US$8.94.  Options  granted in 2000
amounted to 534,000 Common Shares with an exercise price of US$10.10,  Options granted in
2001 amounted to 573,000 Common Shares with an exercise price of US$6.90,  Options
granted in 2002 amounted to 575,000  Common Shares with an exercise  price of US$8.58,
 and Options  granted in 2003 amounted to 569,750  Common Shares with an exercise price
of US$9.77.  In 2002 and 2003, prices of the Options were modified.  The exercise prices
of the Options are reduced by an amount equal to the excess over US$0.20 of total
dividends paid per share in a given year. As of December 31, 2003,  Options on 298,500
Common Shares had been exercised  (1,250 as of December 31, 2002) for an approximate
 amount of US$1 million.  See Note 16 to Credicorps Consolidated Financial Statements.

The
following table reflects the number of Options  outstanding and the exercise price of
such Options,  as reduced  according to the formula  described above, at December 31,
2003, 2002 and 2001:

|     |                  | At December 31,
|---- | ---------------- | ---------------
|     |                  |                
|Year | Number of Shares | 2003           
|     |                  |                
|1999 | 366,000          | US$ 8.94       
|2000 | 429,000          | 10.10          
|2001 | 481,500          | 6.90           
|2002 | 515,000          | 8.58           
|2003 | 569,750          | 9.77           

(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  representative  at a meeting of the Board
of  Directors.  The Board of Directors  may act by the  unanimous written consent of all
Directors.

The
Audit Committee is responsible for assisting in the  recommendation  of independent
 auditors to be appointed at the Annual General  Shareholders  Meeting 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.

100

Credicorps
 Audit  Committee  has also been  assigned by the Board of  Directors 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, 2003, Credicorp had 9,318 full-time employees, distributed as shown in the
following table.

|                 | At December 31,      
|---------------- | ---------------------
|                 |                      
|                 | 2001                 
|                 |                      
|                 | (Full-time employees)
|BCP              | 7,747                
|Banco Tequendama | 457                  
|PPS              | 946                  
|ASHC             | 93                   
|Others           | 132                  
|                 |                      
|Total Credicorp  | 9,375                

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, 2003,  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, BCP was granted permission by the Peruvian
Ministry of Labor to cancel the registration of BCPs union in 1996.

(E)
           Share Ownership

As
of April 30, 2004,  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.

Table of Contents


ITEM 7.
              MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)
           Major Shareholders

As
of April 30, 2004, 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.  In order to  restructure  long term
 holdings,  substantially  all of the Common  Shares  held by BCP and PPS were
transferred to ASHC in April 2004.

101

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, 2004.

|Owner(1)                              | CommonShares | Percent ofClass(2)
|------------------------------------- | ------------ | ------------------
|                                      |              |                   
|Romero family(3)                      | 14,895,076   | 15.78%            
|Atlantic Security Holding Corporation | 14,388,038   | 15.24%            
|AFP Integra                           | 12,477,642   | 13.22%            
|AFP Unión Vida                        | 10,601,449   | 11.23%            
|AFP Horizonte                         | 10,002,844   | 10.60%            
|AFP Profuturo                         | 6,068,650    | 6.43%             

____________________________


|(1) | As
of April 30, 2003, Capital Group International,  Inc. owned approximately 7.19% of
Credicorps Common Shares. As of April 30, 2004, Capital Group
                             International, Inc. owned less than 5% of Credicorps Common
Shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As
a percentage of issued and outstanding shares (including shares held by BCP, ASHC and
PPS).
|--- | ----------------------------------------------------------------------------------------------

|(3) | Includes
 Common Shares  directly or indirectly  owned by Dionisio  Romero and his family or
companies owned or controlled by him. Mr. Romero is the
                             Chairman and Chief Executive Officer of Credicorp.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Approximately
44% of the total issued and outstanding Common Shares are currently held in 2,414
individual  accounts with Cavali, a Peruvian  securities  clearing company.

As
of April 30, 2004,  79,747,392 Common Shares (the amount that excludes  14,634,925 shares
held by BCP, ASHC and PPS) were outstanding,  of which  approximately 45% were held in
the United States.  As of such date,  there were 70 registered  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 beneficial  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,  other than such  restrictions as 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.

102

As
of  December 31,  2003,  loans and other  contingent  credits to BCP related  parties
were  US$55.7  million in the  aggregate,  including  US$48.8  million in outstanding
 loans, which comprised  approximately  1.2% of BCPs total loan portfolio.  These loans
and other contingent credits were ranked in the following risk categories at December 31,
2003: Class A (normal credits)46.5%; Class B (potential problems)45.4%; Class C
(substandard)8.1%; Class D (doubtful)0%; and Class E (loss)0%.

At
December 31, 2003, loans and other credits to employees of BCP amounted to US$20.1
million, of which US$15.4 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.

In
September 2003, Credileasing,  a BCP subsidiary,  sold to a company controlled by a BCP
related party an airplane that was previously being leased. In February 2004, BCP
acquired the airplane for corporate  purposes for US$4.3 million and entered into an
 operational/maintenance  contract with the related party. The  transactions  were made
on an arms  length-basis  at market  prices  determined  by an  independent  expert.
 The combined  effect of both  transactions  was neutral to Credicorp  and the current
arrangement reflects a more efficient operational and fiscal structure.

BCP
purchases  certain security services from a company  controlled by a BCP related party.
 Total fees paid by BCP thereto during 2003 for security services were S/.5.7 million
(US$1.7  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,  2003,
loans and other credits outstanding to ASHCs related parties were US$8.5 million in the
aggregate, all of which were direct cash loans, representing 5.4% 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,  2003,  insurance  premiums to related companies
amounted to US$16.6 million.  These insurance premiums comprise  approximately 5.7% of PPSs
total premiums written during 2003.

103

PPS
purchases security services from a company controlled by a related party of a principal
 shareholder of Credicorp.  Service payments thereto during 2003, were US$196,600.  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, 2003, loans and other credits to employees of PPS amounted to US$321,000,
of which a substantial majority represented home mortgage loans.

(C)
           Interests of Experts and Counsel

Not
applicable.

Table of Contents


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  may be declared and paid from time to time  provided
 Credicorp  is 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
 authorize  the payment to the  shareholders  of an annual  dividend of no less than 25%
of consolidated  net profits.  However,  the payment of dividends is subject to Bermuda
law and 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

104

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:

|Year ended December 31, | Number of SharesEntitledto Dividends | Cash DividendsPer Share | Stock Dividents 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$ 0.40                | 0.00                     
|2003                    | 94,382,317                           | US$ 0.30                | 0.00                     

On
February 25, 2004,  the Board  declared a cash dividend of US$0.40 per Common Share held
at the close of business on April 16, 2004,  which was  distributed on April 30, 2004.

(B)
           Significant Changes

Credicorps
Audit Committee appointed Medina, Zaldívar,  Paredes & 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.  At the
Annual General  Shareholders  Meeting of Credicorp,  held on March 28, 2003, the
 shareholders  ratified this  appointment.  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 & Asociados
was then a member.  Current SBS regulations require companies to change their senior
audit team every five years but not the audit firm.

Table of Contents


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.

105

|                                     | High(1) | Low(1)  | Average
          Daily Volume
|------------------------------------ | ------- | ------- | ------------------------------
|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                        
|2003                                 | $ 13.38 | $ 9.35  | 41,931                        
|                                     |         |         |                               
|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                   | $ 10.48 | $ 9.35  | 44,417                        
|Third
    quarter                    | $ 10.15 | $ 9.45  | 67,443                        
|Fourth
    quarter                   | $ 13.38 | $ 10.05 | 26.961                        
|2004                                 |         |         |                               
|First
    quarter                    | $ 14.68 | $ 12.00 | 31,995                        
|Second
    quarter (through June 10) | $ 13.08 | $ 12.36 | 26,590                        

____________________________


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.

|                                 | High(1) | Low(1) | Average
          Daily Volume
|-------------------------------- | ------- | ------ | ------------------------------
|                                 |         |        |                               
|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                        
|2003                             | $ 12.60 | $ 9.38 | 29,701                        
|                                 |         |        |                               
|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                   | $10.45  | $ 9.41 | 15,706                        
|Third quarter                    | $10.05  | $ 9.45 | 50,412                        
|Fourth quarter                   | $12.60  | $10.40 | 16,571                        
|2004                             |         |        |                               
|First quarter                    | $15.02  | $12.08 | 11,426                        
|Second quarter (through June 10) | $13.00  | $12.30 | 66,509                        

____________________________


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.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

106

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   
|---------------------- | ------ | ------
|                       |        |       
|                       |        |       
|2003                   |        |       
|December               | $13.38 | $11.80
|2004                   |        |       
|January                | $15.00 | $12.00
|February               | $13.15 | $12.04
|March                  | $13.38 | $12.30
|April                  | $13.08 | $12.63
|May                    | $13.08 | $12.36
|June (through June 10) | $13.05 | $12.70

_____________________


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   
|---------------------- | ------ | ------
|                       |        |       
|                       |        |       
|2003                   |        |       
|December               | $13.20 | $11.74
|2004                   |        |       
|January                | $15.02 | $12.10
|February               | $13.20 | $12.08
|March                  | $13.05 | $12.40
|April                  | $13.00 | $12.55
|May                    | $13.00 | $12.30
|June (through June 10) | $13.00 | $12.45

_____________________


Source:  Economatica


On
June 10,  2004,  the last sale price of the Common  Shares on the New York  Stock
 Exchange  was US$12.95 per share.  On June 10, 2004,  the closing  price of the Common
 Shares on the Lima Stock  Exchange was US$12.83 per share.

(B)      Plan of
Distribution

Not
applicable.

107

(C)      Markets

The Lima Stock
Exchange

(i)      Trading

As
of December 2003, there were 232 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,  again by 15.9% in 2002 and a further 27.7% in 2003.  Volume in the Peruvian
 market is highly  concentrated,  with the ten most  actively  traded companies
 representing  approximately  77% of total traded value of equity  securities  during
2003.  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, to US$2.9  billion in 2002 and
further to US$2.3  billion in 2003.  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,  to US$11.7  million in 2002 and further to US$9.0 million for the year ended
December 31, 2003.

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,
increased 0.2% in 2001, increased 16.3% in 2002 and increased again by 76.3% in 2003.

(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,  was given
additional responsibilities  relating to the supervision,  regulation,  and development
of the securities

108

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.

109

Table of Contents


ITEM 10.
ADDITIONAL INFORMATION

(A)      Share
Capital

Not
Applicable

(B)      Memorandum
and Articles of Association

Item
10. Additional  InformationMemorandum and Articles of Incorporation from Credicorps
Annual Report on Form 20-F dated June 27, 2003 is incorporated herein by reference.

(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,  2003, approximately 83.9% of BCPs loan portfolio,  100% of ASHCs loan
portfolio and 71.0% 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 Perúwill 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

110

decades,  the Peruvian
 currency has  experienced a significant  number of large  devaluations  and Perú has
 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

At the present time,
 there is no Bermuda  income or profits tax,  withholding  tax,  capital gains tax,
 capital  transfer tax, estate duty or inheritance  tax payable by Credicorp or by its
 shareholders in respect of its shares.  Credicorp  has obtained an assurance  from the
Minister of Finance of Bermuda  under the Exempted  Undertakings  Tax  Protection  Act
1966 that, in the event that any  legislation is enacted in Bermuda  imposing  any tax
 computed  on  profits or income,  or  computed  on any  capital  asset,  gain or
appreciation  or any tax in the nature of estate duty or  inheritance  tax, such tax
shall not,  until March 28,  2016,  be  applicable  to it or to  any  of  its  operations
 or to its  shares,  debentures  or  other obligations  except  insofar as such tax
applies to persons  ordinarily  resident in Bermuda or to any taxes payable by Credicorp
in respect of real property owned or leased by it in Bermuda.

As an exempted
 company,  Credicorp is liable to pay in Bermuda an annual government fee based upon its
 authorized  share capital and the premium on its issued Common  Shares,  which amounted
to US$16,695 in 2003 and 2002.

(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.

111

Table of Contents


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 credit risks,  market risk,  liquidity  and,  more  recently,  operational
 risks (see Item 4. Information on the Company(B)  Business  Overview(11)  Supervision
and  Regulation(ii)  BCPManagement of Operational Risk).

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.  Special  emphasis is placed in managing  exposure due to  mismatched
 positions in maturities, foreign currency and interest rates.

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,  through its various
operating units,  applies  non-statistical and statistical  models, such as the
Value-at-Risk  (VaR) methodology for the ALM tasks.

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

112

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,  in its  historical  simulation  version,  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.  As of year-end  2003, BCP maintains a Degree of Portfolio Diversification
 of 78% (57% in 2002)  and a ratio of VaR over  total  portfolio  of 0.39%  (0.34% in
2002). 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,  2003.  See Item  4.  Information  on the Company  (B)
 Business  Overview(12)  Selected Statistical Information(ii) Investment Portfolio:

|                                        | Within 3 months                                      | After 3 months But
    within 1 year | Total      | Fair Value
|--------------------------------------- | ---------------------------------------------------- | ------------------------------------ | ---------- | ----------
|                                        |                                                      |                                      |            |           
|                                        | ( U.S. Dollars
    in thousands, except percentages)
|Nuevo Sol-denominated:                  |                                                      |                                      |            |           
|Peruvian Government Bonds               | US$ 0                                                | US$ 28,196                           | US$ 28,196 | US$ 28,196
|Equity securities                       | 3,392                                                | 0                                    | 3,392      | 3,392     
|Bonds and debentures                    | 0                                                    | 0                                    | 0          | 0         
|Peruvian Central Bank certificate notes | 0                                                    | 0                                    | 0          | 0         
|Other investments                       | 0                                                    | 0                                    | 0          | 0         
|                                        |                                                      |                                      |            |           
|Total Nuevo Sol-denominated             | US$ 3,392                                            | US$ 28,196                           | US$ 31,588 | US$ 31,588
|Foreign Currency-denominated:           |                                                      |                                      |            |           
|Equity securities                       | US$ 10,636                                           | US$ 0                                | US$ 10,636 | US$ 10,636
|Bonds                                   | 0                                                    | 21,642                               | 21,642     | 21,642    
|Investment in Peruvian debt             | 0                                                    | 0                                    | 0          | 0         
|Other investments                       | 20,529                                               | 13,755                               | 34,284     | 34,284    
|Total Foreign Currency-denominated      | US$ 31,165                                           | US$ 35,397                           | US$ 66,562 | US$ 66,562
|                                        |                                                      |                                      |            |           
|Total securities holdings               | US$ 34,557                                           | US$ 63,593                           | US$ 98,150 | US$ 98,150
|                                        |                                                      |                                      |            |           

113

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 3(i) to the Credicorp Consolidated Financial Statements).

The
foreign  currency-denominated  Other  investments,  US$34.3 million in the preceding
table, are principally  composed of US$13.8  million of  securities  issued by central
 banks  other than the  Peruvian Central Bank and US$20.5 million of shares in various
mutual funds.

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,  2003. See Item 4. Information on the Company(B)
Business  Overview(12)  Selected Statistical Information(ii) Investment Portfolio:

|                                        | Within 1
    year                | After
    1 year But within 5 years | Maturing
    After 5 years But within 10 years | After
    10 years | Total        | Fair Value  
|--------------------------------------- | -------------------------------- | ----------------------------------- | ---------------------------------------------- | ------------------ | ------------ | ------------
|                                        |                                  |                                     |                                                |                    |              |             
|                                        | ( U.S. Dollars
    in thousands)
|Nuevo Sol-denominated:                  |                                  |                                     |                                                |                    |              |             
|Equity
    securities (1)               | US$ 62,225                       | US$ 0                               | US$ 0                                          | US$ 0              | US$62,225    | US$62,225   
|Bonds
    and debentures                | 768                              | 70,861                              | 5,166                                          | 0                  | 76,795       | 76,795      
|Peruvian
    Central Bank certif. notes | 335,386                          | 40,327                              | 0                                              | 0                  | 375,713      | 375,713     
|Other
    investments                   | 15,570                           | 0                                   | 0                                              | 0                  | 15,570       | 15,570      
|                                        |                                  |                                     |                                                |                    |              |             
|Total Nuevo Sol-denominated             | US$413,949                       | US$111,188                          | US$ 5,166                                      | US$ 0              | US$530,303   | US$530,303  
|Foreign Currency-denominated:           |                                  |                                     |                                                |                    |              |             
|Equity
    securities                   | US$48,899                        | US$ 0                               | US$ 0                                          | US$ 0              | US$ 48,899   | US$ 48,899  
|Bonds                                   | 157,802                          | 557,560                             | 62,817                                         | 0                  | 778,179      | 778,179     
|Investment
    in Peruvian debt         | 0                                | 0                                   | 62,305                                         | 50,152             | 112,457      | 112,457     
|Other
    investments                   | 91,943                           | 80,321                              | 0                                              | 0                  | 172,264      | 172,264     
|Total Foreign Currency-denominated      | US$298,644                       | US$637,881                          | US$125,122                                     | US$50,152          | US$1,111,799 | US$1,111,799
|                                        |                                  |                                     |                                                |                    |              |             
|Total
    securities holdings           | US$712,593                       | US$749,069                          | US$ 130,288                                    | US$50,152          | US$1,642,102 | US$1,642,102
|                                        |                                  |                                     |                                                |                    |              |             

_______________


|(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.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
foreign  currency-denominated  Other investments,  US$172.3 million in the preceding
table, are principally  composed of US$60.0  million of shares in various mutual funds,
 US$54.0  million of securities issued by central banks other than the Peruvian  Central
Bank and US$53.2  million of certificate  notes and commercial paper of other financial
institutions.

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.

114

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, 2003, 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,  2003,  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, 2003
|---------------------------------------------------- | ----------------------------------------------------------
|                                                     |                                                           
|                                                     | Overnight
    to 3 months                                 
|                                                     |                                                           
|                                                     | (U.S. Dollars
          in thousands, except percentages) 
|Nuevo Sol-denominated: Assets:                       |                                                           
|Loans, net                                           | US$408,216                                                
|Investment securities                                | 60,405                                                    
|Deposits in other banks                              | 25,145                                                    
|                                                     |                                                           
|Total                                                | 493,766                                                   
|                                                     |                                                           
|Liabilities:                                         |                                                           
|Demand and saving deposits(1)                        | 459,827                                                   
|Time deposits                                        | 438,791                                                   
|Interbank deposits received                          | 5,936                                                     
|Bonds and other liabilities                          | 14,451                                                    
|                                                     |                                                           
|Total                                                | 919,004                                                   
|                                                     |                                                           
|Interest Sensitivity gap                             | -425,238                                                  
|Cumulative interest sensitivity
        gap          | -425,238                                                  
|Cumul Cumulative interest-earning
        assets     | 493,766                                                   
|Cumulative interest sensitivity
        gap          | -86.12%                                                   
|Foreign Currency-denominated: Assets:                |                                                           
|Loans, net                                           | 1,784,530                                                 
|Investment securities                                | 125,702                                                   
|Deposits in other banks, and
      Other instruments | 1,180,633                                                 
|                                                     |                                                           
|Total                                                | 3,090,865                                                 
|                                                     |                                                           
|Liabilities:                                         |                                                           
|Demand and saving deposits(1)                        | 1,542,284                                                 
|Time deposits                                        | 1,850,240                                                 

115

|Interbank deposits received
        and 
      Borrowings                                                     | 62,530    | 17,113    | 79,643    | 25,000    | 24,000    | 128,643  
|------------------------------------------------------------------------------------------------------------- | --------- | --------- | --------- | --------- | --------- | ---------
|Bonds and mortgage notes                                                                                      | 10,000    | 10,000    | 20,000    | 173,000   | 94,000    | 287,000  
|                                                                                                              |           |           |           |           |           |          
|Total                                                                                                         | 3,465,054 | 524,989   | 3,990,043 | 365,995   | 118,000   | 4,474,038
|                                                                                                              |           |           |           |           |           |          
|Interest
    sensitivity gap                                                                                  | -374,189  | 443,205   | 69,016    | 424,564   | 124,332   | 617,912  
|Cumulative interest sensitivity
        gap                                                                   | -374,189  | 69,016    | 69,016    | 493,580   | 617,912   | 617,912  
|Cumulative interest-earning
        assets                                                                    | 3,090,865 | 4,059,059 | 4,059,059 | 4,849,618 | 5,091,950 | 5,091,950
|Cumulative interest sensitivity
        gap                                                                   | -12.11%   | 1.70%     | 1.70%     | 10.18%    | 12.14%    | 12.14%   
|Total interest sensitivity
gap                                                                                | -799,427  | 805,953   | 6,525     | 367,074   | 100,633   | 474,232  
|Cumulative interest sensitivity
          gap                                                                 | -799,427  | 6,525     | 6,525     | 373,599   | 474,232   | 474,232  
|Total interest-earning
          assets                                                                       | 3,584,631 | 1,422,197 | 5,006,827 | 944,528   | 246,956   | 6,198,312
|Cumulative interest-earning
          assets                                                                  | 3,584,631 | 5,006,827 | 5,006,827 | 5,951,355 | 6,198,312 | 6,198,312
|Cumulative interest sensitivity
          gap
     as a percentage of cumulative
     interest earning assets | -22.30%   | 0.13%     | 0.13%     | 6.28%     | 7.65%     | 7.65%    

__________


|(1) |  | Includes
CTS deposits
|--- |  | ---------------------

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,  2003.  Interest  rate  scenarios  are
 separately  devised  for U.S.  Dollar  and  Nuevos Soles-denominated  rates. As of
December 31, 2003,  Credicorp had a very short term cumulative  negative gap with
US$799.4 million more  liabilities  than assets  repricing  within three months.  This
amounts to 22.3% of cumulative  interest earning assets,  which changes to a positive
cumulative gap with US$6.5 million more assets than liabilities repricing within one
year, or 0.1% 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 2004. 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  110 basis points higher than
the base case rates,  which  corresponds  to a 54% 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.  An adverse  shock scenario for Nuevos  Soles-denominated  interest
 rates was  constructed,  immediately  changing  rates at all  repricing intervals,
 increasing  rates by 180 basis points,  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$1.9
 million,  or 0.5% of net interest  income in 2003.  On the other hand,  the stress  test
 resulted  in a total  pre-tax net  interest income reduction of approximately US$3.2
million, or 0.8% of year 2003 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

116

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$281.2
 million at December  31, 2003 (US$254.8  million at December 31,  2002),  and to a
lesser extent to positions in other  currencies,  which had a net asset  position of
US$41.6  million at December 31, 2003 (net asset  position of US$123.3  million at
 December  31,  2002).  See  Note 22 to the  Credicorp  Consolidated  Financial
 Statements.  Considering foreign  currency  forward  contracts,  the Nuevos Soles
exposure  decreases to a net liability  position of US$153.6  million at December  31,
 2003,  but  increases  in other  currencies  to a net asset  position of US$49.7 million
at the same date.

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$15.4  million  gain or loss in case of
 devaluation  or  revaluation,  respectively.  Given the  evolution of the exchange  rate
in past years,  a  significant  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, 2003, Credicorps total U.S.  Dollar-denominated monetary assets were
US$6,062.7 million  and its U.S.  Dollar-denominated  liabilities  were  US$5,489.1
 million,  resulting  in a net U.S. Dollar  asset  position  of US$573.5  million
 (US$235.7  million at December  31,  2002).  Of such  amount, approximately  20%
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.

117

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, 2003, the notional  amount of outstanding  forward  contracts was
 approximately US$313.9  million  (US$530.6  million as of December  31,  2002),  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 a
net of US$135.6  million in excess of sales.  The net open forward  position was US$15.0
 million at year-end 2003 (US$22.5  million in 2002).  Interest rate swap operations at
year-end 2003 amounted to US$98.1 million (US$10.8 million in 2002) and were fully hedged.

Table of Contents


ITEM 12.
     DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not
applicable.

118

PART II

Table of Contents


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.

Table of Contents


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

None.

Table of Contents


ITEM 15.
     CONTROLS AND PROCEDURES

Credicorps
 management,  with the  participation  of and  under  the  supervision  of  Credicorps
principal executive officer and principal  financial officer,  has evaluated the
effectiveness of the design and  operation  of  Credicorps  disclosure  controls  and
 procedures  (as  defined in  Exchange  Act Rules 13a-15(e) and 15d-15(e)) as of December
31, 2003.  Based on that  evaluation,  Credicorps  management,  its principal executive
officer and its 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
 recorded,  processed,  summarized  and reported within the time periods specified in
U.S. Securities and Exchange Commission (the SEC) rules and forms.

No
changes were made to  Credicorps  internal  controls over financial  reporting that
 materially affected  internal  controls  over  financial  reporting  during the period
 covered by this Annual  Report. 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 certainty  that any design will
succeed in achieving  its stated goal under all potential future considerations,
regardless of how remote.

Table of Contents


ITEM 16A.  AUDIT
COMMITTEE FINANCIAL EXPERT

Credicorp's
 Board of Directors has  determined  that Mr. Luis Enrique Yarur is an audit  committee
financial  expert,  as that term is defined  according to Section 407(b) of the U.S.
 Sarbanes-Oxley  Act of 2002. Mr. 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  in Chile,  and a member of the boards of directors of various other
Chilean companies.

119

Table of Contents


ITEM 16B.
      CODE OF ETHICS

Credicorp
has adopted a code of ethics (Código de Etica) that is applicable to the Board of
Directors, including Credicorps Chief Executive Officer, Chief Financial and
Accounting Officer and the other principal executive officers, as well as to all other
employees. In addition, Credicorp has adopted a code of ethics for professionals with
financial responsibility (Código de Etica Para Profesionales con Responsibilidad
Financiera) applicable to employees with financial management
responsibilities. Credicorps code of ethics and code of ethics for professionals with
financial responsibility are available on the Corporate Governance section of its web
site at http://www.credicorpnet.com.

Table of Contents


ITEM 16C.
      PRINCIPAL ACCOUNTANT FEES AND SERVICES

The
following  table sets forth for each of the years  indicated,  the fees paid to our
independent auditors:  Dongo-Soria,  Gaveglio y Asociados, a member firm of
PricewaterhouseCoopers and Medina, Zaldívar, Paredes & Asociados,  a member firm of Ernst
& Young for the audit of Credicorps  financial  statements for the years ended December
31, 2002 and 2003,  respectively.  The Audit  Committee  recommends the appointment of
the  independent  auditor  every  fiscal  year,  and the  auditor  is  appointed  at the
 Annual  General Shareholders Meeting.

|                 | Years ended
          December 31,   
|---------------- | -------------------------------------
|                 |                                      
|                 | 2002                                 
|                 |                                      
|                 | (U.S. Dollars
          in thousands)
|                 |                                      
|Audit            | US$ 833                              
|Audit   Related | 55                                   
|Tax              | 53                                   
|All Other        |                                     
|                 |                                      
|Total            | US$ 941                              

Audit
feescorrespond to audit services performed (i) in the review of Credicorps
consolidated financial statements, and (ii) establishing the procedures that the
independent auditor needs to perform in order to form an opinion about Credicorps
consolidated financial statements. Audit fees also include expenses related to the
audit work. During 2003, the Audit Committee approved additional audit fees
totaling US$220,000.

Audit-related
feesrelate to services that are similar to the execution of an audit or a review of
Credicorps financial statements and which are traditionally performed by the
independent auditor. Such audit-related services include due diligence tasks related
to possible acquisitions; advisory services related to accounting or financial
reports; assistance in the understanding and/or implementation of new accounting and
financial rules established by regulatory entities; audit related procedures on
accounting matters previously agreed with Credicorps management; and advisory
services on internal control procedures. There were no such services performed by
Credicorps independent auditor during 2003.

Tax
feesrelate to tax services which include all services performed by Credicorps
independent auditors tax personnel, except those services specifically related to
the review and preparation of Credicorps financial statements, and consisted
principally of tax compliance, advisory and planning services.

120

All
Other feesrelate to services performed in 2003 by the Business Advisory Service unit of
Ernst & Young related to internal control and documentation of procedures.

Audit Committee
Pre-Approval Policies and Procedures

The
Audit  Committee must approve all of the services the independent  auditors  provide as
part of its  responsibility in supervising their work. There are two types of approvals.
 The Audit Committee grants a general  approval  in advance to a list of services  that
the  independent  auditor may provide  without further approval  required by the Audit
 Committee.  A general approval is valid for 12 months from the date of approval unless
the Audit  Committee  determines a different  period of validity should apply.  The Audit
Committee  also  grants  specific  approval  for  services  that that do not have
 general  approval  on a case-by-case  basis. All of the services that do not have
general  approval need specific  approval from the Audit Committee  before any agreement
is signed with the independent  auditor to provide such services.  Any service that
exceeds approved costs or budgets will need specific  approval from the Audit  Committee.
 When considering  granting any type of approval,  the Audit Committee  considers
 whether the requested  services are consistent with the SECs rules regarding the
independence of the external auditors.

The
Audit  Committee  supervises  the execution of the external  audit  services as
 necessary.  It approves,  when  necessary,  any  modification  in the  terms,
 conditions,  fees and  extent  of the  audit services.  The Audit  Committee may give a
general  approval for other audit services where the  independent auditor is in the best
position to provide those services.  Such services typically include:  audit services
required  by  regulations,  financial  audits for  Credicorps  subsidiaries  or
 affiliates;  and  services associated with the  presentation  of documents to the SEC or
other  documents  published in relation to the trading of Credicorps shares.

The
Audit Committee may award a general approval to audit-related  services if its members
consider that these services do not  negatively  affect the integrity of the  independent
 auditor and are consistent with the rules of the SEC.

The
Audit Committee may award a general approval to those tax services that have
 historically been provided by the independent  auditor and which are consistent with the
rules  concerning the independence of the auditor.  Any tax service that involves complex
 transactions  needs a specific  approval from the Audit Committee.

The
Audit  Committee may grant a specific  approval to other services  provided by the
 independent auditor so long as they do not impair the  integrity  of the  independent
 auditor  and are allowed by rules issued by the SEC concerning auditor independence.

Table of Contents


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

Not
Applicable.

Table of Contents


ITEM 16E.
 PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not
Applicable.

121

PART III

Table of Contents


ITEM 17.
     FINANCIAL STATEMENTS

Not
applicable.

Table of Contents


ITEM 18.
     FINANCIAL STATEMENTS

Please
refer to Item 19. Exhibits.

122

Table of Contents


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 Medina, Zaldívar,
        Paredes & Asociados, a member firm of Ernst & Young, 
                              Independent
    Accountants | F-3 
|                                                                                                                                                   
|Consolidated Balance Sheets
    as of December 31, 2003 and 2002                                                                                    | F-4 
|                                                                                                                                                   
|Consolidated Statements of Income
        for the Years Ended
                                     December 31,
2003, 2002 and 2001                 | F-6 
|                                                                                                                                                   
|Consolidated Statements of Changes in Shareholders'
    Equity
                         for the Years Ended December 31,
2003, 2002 and 2001        | F-8 
|                                                                                                                                                   
|Consolidated Statements of
        Cash Flows for the Years Ended December 31,
                      2003,
2002 and 2001                            | F-10
|                                                                                                                                                   
|Notes to Consolidated Financial
    Statements                                                                                                      | F-12
|Report of Dongo-Soria Gaveglio
    y Asociados, a member firm of PricewaterhouseCoopers, 
                      Independent
Auditors                | F-63

| |  | 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, incorporated herein by reference to
Exhibit 1.1         to Credicorps Annual Report on Form 20-F dated June 27, 2003
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.2 |  | Memorandum
of Association of Credicorp Ltd., incorporated herein by reference to Exhibit 1.2 to
        Credicorps Annual Report on Form 20-F dated June 27, 2003
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8 |  | List
of Subsidiaries, incorporated herein by reference to Exhibit 8 to Credicorps Annual
Report on Form         20-F dated June 27, 2003
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------

|99.1 |  | Certifications
Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
|---- |  | -----------------------------------------------------------------------------

|99.2 |  | Certifications
Pursuant to Section 906 of the U.S. Sarbanes -Oxley Act of 2002
|---- |  | ------------------------------------------------------------------------------

123

Table of Contents


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/ WALTER BAYLY
Name:   Walter Bayly
Title:     Chief Financial and Accounting Officer

Dated:  June 28, 2004

124

Table of Contents


CREDICORP CONSOLIDATED FINANCIAL STATEMENTS

125

Credicorp Ltd. and Subsidiaries

Consolidated financial statements
as of December 31, 2003, 2002 and 2001 together with the Report of Independent Auditors

F-1


---



Credicorp Ltd. and Subsidiaries

Consolidated financial statements
as of December 31, 2003, 2002 and 2001 together with the Report of Independent Auditors

Content

Report of Independent Auditors

Consolidated financial
statements

Consolidated balance sheetsConsolidated
statements of incomeConsolidated statements of changes in shareholders equityConsolidated
statements of cash flowsNotes to the consolidated financial statements

F-2


---



| | 
| | 

Report of Independent Auditors

To the Shareholders and Board of
Directors of Credicorp Ltd.

We have audited the accompanying
consolidated balance sheet of Credicorp Ltd. and Subsidiariesas of December 31, 2003,
and the related consolidated statements of income, changes in shareholders equity and
cash flow for the year then ended. These consolidated financial statements are the
responsibility of the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit. The consolidated financial statements
of Credicorp Ltd. and Subsidiariesas of December 31, 2002, and for the two years period
then ended were audited by other auditors whose report, dated February 12, 2003,
expressed an unqualified opinion on those financial statements.

We conducted our audit in
accordance with the standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the 2003
consolidated financial position of Credicorp Ltd. and Subsidiariesas of December 31,
2003, and the consolidated results of their operations and their cash flows for the year
then ended, in conformity with International Financial Reporting Standards (IFRS).

International Financial Reporting
Standards vary in certain respects from U.S. generally accepted accounting principles.
 Application of U.S. generally accepted accounting principles would have affected the
consolidated shareholders equity as of December 31, 2003, and the consolidated net
income for the year then ended to the extent summarized in note 24 to the consolidated
financial statements.

Countersigned by,

|                                     | 
|------------------------------------ | 
|Juan Paredes  C.P.C Register No22220 | 

Lima, Peru,  February 19, 2004

F-3


---



Credicorp Ltd. and Subsidiaries

Consolidated balance sheets  As of
December 31, 2003 and 2002

|                                             | Note | 2003      | 2002     
|-------------------------------------------- | ---- | --------- | ---------
|                                             |      | US$(000)  | US$(000) 
|                                            
|Assets                                       |      |           |          
|                                            
|Cash and due from banks:                     | 4    |           |          
|Non-interest bearing                         |      | 240,294   | 314,404  
|Interest bearing                             |      | 1,372,436 | 1,867,986
|                                             |      |           |          
|                                             |      | 1,612,730 | 2,182,390
|Investments:                                 |      |           |          
|Trading securities                           | 5    | 98,150    | 605,104  
|Investments in securities available-for-sale | 6    | 1,642,102 | 635,284  
|                                             |      |           |          
|                                             |      | 1,740,252 | 1,240,388
|Loans, net:                                  | 7    |           |          
|Loans, net of unearned income                |      | 4,481,496 | 4,817,663
|Allowance for credit losses                  |      | (326,677) | (424,031)
|                                             |      |           |          
|                                             |      | 4,154,819 | 4,393,632
|Premiums and other policies receivable       |      | 60,057    | 61,856   
|Reinsurance receivable                       |      | 45,904    | 29,677   
|Property, furniture and equipment, net       | 8    | 264,533   | 290,185  
|Due from customers on acceptances            |      | 50,284    | 36,068   
|Assets seized, net                           | 9    | 89,030    | 108,999  
|Other assets                                 | 10   | 276,785   | 286,436  
|                                             |      |           |          
|                                            
|Total assets                                 |      | 8,294,394 | 8,629,631
|                                             |      |           |          

The accompanying notes are an
integral part of these consolidated balance sheets.

F-4


---



Credicorp Ltd. and Subsidiaries

Consolidated balance sheetsAs
of December 31, 2003 and 2002

|                                           | Note | 2003      | 2002     
|------------------------------------------ | ---- | --------- | ---------
|                                           |      | US$(000)  | US$(000) 
|                                           |      |           |          
|Liabilities and shareholders equity       |      |           |          
|Deposits and other obligations:            | 11   |           |          
|Non-interest bearing                       |      | 860,585   | 822,884  
|Interest bearing                           |      | 5,125,645 | 5,558,316
|                                           |      |           |          
|                                           |      | 5,986,230 | 6,381,200
|                                           |      |           |          
|Due to banks and correspondents:           | 12   |           |          
|Short-term debt                            |      | 96,311    | 124,961  
|Long-term debt                             |      | 177,423   | 184,737  
|                                           |      |           |          
|                                           |      | 273,734   | 309,698  
|                                           |      |           |          
|Bankers acceptances outstanding           |      | 50,284    | 36,068   
|Reserve for property and casualty claims   |      | 303,587   | 224,754  
|Reserve for unearned premiums              |      | 66,084    | 48,703   
|Reinsurance payable                        |      | 33,043    | 23,255   
|Other liabilities                          | 10   | 182,112   | 233,856  
|Bonds issued                               | 13   | 415,749   | 483,555  
|                                           |      |           |          
|Total liabilities                          |      | 7,310,823 | 7,741,089
|                                           |      |           |          
|Minority interest                          |      | 72,841    | 64,742   
|                                           |      |           |          
|Shareholders equity                       | 14   |           |          
|Capital stock                              |      | 471,912   | 471,912  
|Treasury stock                             |      | (73,177)  | (73,177) 
|Capital surplus                            |      | 140,500   | 140,500  
|Reserves                                   |      | 269,527   | 104,104  
|Retained earnings                          |      | 101,968   | 180,461  
|                                           |      |           |          
|Total shareholders equity                 |      | 910,730   | 823,800  
|                                           |      |           |          
|Total liabilities and shareholders equity |      | 8,294,394 | 8,629,631
|                                           |      |           |          

F-5


---



Credicorp Ltd. and Subsidiaries

Consolidated statements of incomeFor
the years ended December 31, 2003, 2002 and 2001

|                                                                    | Note | 2003      | 2002      | 2001     
|------------------------------------------------------------------- | ---- | --------- | --------- | ---------
|                                                                    |      | US$(000)  | US$(000)  | US$(000) 
|                                                                   
|Interest income                                                     |      |           |           |          
|Interest on loan transactions                                       |      | 457,826   | 420,341   | 544,255  
|Interest on deposits with banks                                     |      | 18,826    | 36,516    | 65,523   
|Interest from trading securities and investments available-for-sale |      | 60,455    | 72,724    | 82,607   
|Dividends on investments                                            |      | 11,178    | 2,293     | 2,387    
|                                                                    |      |           |           |          
|Total interest income                                               |      | 548,285   | 531,874   | 694,772  
|                                                                    |      |           |           |          
|Interest expense                                                    |      |           |           |          
|Interest on deposits                                                |      | (126,757) | (117,258) | (220,024)
|Interest on loans from due to banks and correspondents              |      | (17,235)  | (25,285)  | (59,177) 
|Other interest expenses                                             |      | (18,322)  | (35,527)  | (39,341) 
|                                                                    |      |           |           |          
|Total interest expense                                              |      | (162,314) | (178,070) | (318,542)
|                                                                    |      |           |           |          
|                                                                   
|Net interest income                                                 |      | 385,971   | 353,804   | 376,230  
|                                                                    |      |           |           |          
|                                                                   
|Provision for credit losses                                         | 7(f) | (66,421)  | (99,596)  | (119,422)
|                                                                    |      |           |           |          
|Net interest income after provision for credit losses               |      | 319,550   | 254,208   | 256,808  
|                                                                    |      |           |           |          
|                                                                   
|Other income                                                        |      |           |           |          
|Commissions from banking services                                   |      | 189,472   | 177,305   | 155,030  
|Net premiums earned                                                 | 18   | 125,115   | 125,218   | 112,204  
|Net gain on foreign exchange transactions                           |      | 23,681    | 22,582    | 17,549   
|Net (loss) gain on securities                                       |      | 1,969     | (1,097)   | 31,737   
|Other                                                               | 19   | 23,227    | 11,651    | 12,530   
|                                                                    |      |           |           |          
|Total other income                                                  |      | 363,464   | 335,659   | 329,050  
|                                                                    |      |           |           |          
|Insurance activity claims                                           |      |           |           |          
|Net claims incurred                                                 |      | (23,844)  | (23,701)  | (26,349) 
|Increase in costs for future benefits for life and health policies  |      | (75,930)  | (74,200)  | (70,668) 
|                                                                    |      |           |           |          
|                                                                    |      | (99,774)  | (97,901)  | (97,017) 
|                                                                    |      |           |           |          

F-6


---



|                                                                 | Note | 2003      | 2002      | 2001     
|---------------------------------------------------------------- | ---- | --------- | --------- | ---------
|                                                                 |      | US$(000)  | US$(000)  | US$(000) 
|                                                                
|Other expenses                                                  
|Salaries and employees benefits                                 |      | (193,563) | (183,468) | (173,974)
|Administrative expenses                                          |      | (147,593) | (133,502) | (128,007)
|Depreciation and amortization                                    |      | (43,660)  | (41,338)  | (43,355) 
|Provision for assets seized                                      | 9(b) | (13,588)  | (15,094)  | (7,447)  
|Merger expenses                                                  | 2    | (18,587)  | -         | -        
|Amortization of goodwill                                         | 10   | (4,223)   | (3,033)   | (3,377)  
|Other                                                            | 19   | (27,746)  | (27,751)  | (34,619) 
|                                                                 |      |           |           |          
|Total other expenses                                             |      | (448,960) | (404,186) | (390,779)
|                                                                 |      |           |           |          
|Income before translation loss, income tax and minority interest |      | 134,280   | 87,780    | 98,062   
|Translation loss                                                 |      | (3,675)   | (2,482)   | (2,575)  
|Income tax                                                       | 15   | (39,695)  | (32,628)  | (25,135) 
|Minority interest                                                |      | (10,303)  | (10,287)  | (15,839) 
|                                                                 |      |           |           |          
|Net income                                                       |      | 80,607    | 42,383    | 54,513   
|                                                                 |      |           |           |          
|Basic and diluted earnings per share in United States dollars    | 20   | 1.01      | 0.53      | 0.69     
|                                                                 |      |           |           |          

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

F-7


---



Credicorp Ltd. and Subsidiaries

Consolidated statements of changes in shareholders' equityFor
the years ended December 31, 2003, 2002 and 2001

|                                                                                                                                                    | Number of outstanding shares, not 20 | Capital  stock | Treasury stock | Capital surplus | Reserves | Retained  earnings | Total   
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------- | -------------- | --------------- | -------- | ------------------ | --------
|                                                                                                                                                    | (In thousands)                       | US$(000)       | US$(000)       | US$(000)        | US$(000) | US$(000)           | US$(000)
|                                                                                                                                                   
|Balances as of January 1, 2001                                                                                                                      | 94,382                               | 471,912        | (71,305)       | 145,064         | 98,186   | 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, note 14(d)                                                                                                                          | -                                    | -              | -              | -               | -        | (8,014)            | (8,014) 
|Extraordinary cash dividends, note 14(d)                                                                                                            | -                                    | -              | -              | -               | -        | (15,894)           | (15,894)
|Net unrealized loss from investments available-for-sale, note 6(b)                                                                                  | -                                    | -              | -              | -               | -        | (3,096)            | (3,096) 
|Transfer of net realized gain from investments available-for-sale to the operations results, note 6(b)                                              | -                                    | -              | -              | -               | -        | (8,583)            | (8,583) 
|Transfer of retained earnings to reserve                                                                                                            | -                                    | -              | -              | -               | 5,918    | (5,918)            | -       
|Net income                                                                                                                                          | -                                    | -              | -              | -               | -        | 54,513             | 54,513  
|                                                                                                                                                    |                                      |                |                |                 |          |                    |         
|Balances as of December 31, 2001                                                                                                                    | 94,382                               | 471,912        | (74,605)       | 139,020         | 104,104  | 156,342            | 796,773 
|Decrease in treasury stock                                                                                                                          | -                                    | -              | 1,428          | 1,480           | -        | -                  | 2,908   
|Cash dividends, note 14(d)                                                                                                                          | -                                    | -              | -              | -               | -        | (15,987)           | (15,987)
|Net unrealized loss from investments available-for-sale, note 6(b)                                                                                  | -                                    | -              | -              | -               | -        | (14,444)           | (14,444)
|Transfer of net realized loss and impairment losses from investments available-for-sale to the operations results, net of realized gains, note 6(b) | -                                    | -              | -              | -               | -        | 12,167             | 12,167  
|Net income                                                                                                                                          | -                                    | -              | -              | -               | -        | 42,383             | 42,383  
|                                                                                                                                                    |                                      |                |                |                 |          |                    |         
|Balances as of December 31, 2002                                                                                                                    | 94,382                               | 471,912        | (73,177)       | 140,500         | 104,104  | 180,461            | 823,800 
|                                                                                                                                                   
|Balances as of January 1, 2003                                                                                                                      | 94,382                               | 471,912        | (73,177)       | 140,500         | 104,104  | 180,461            | 823,800 

F-8


---



|                                                                                                                                                    | Number of outstanding shares, not 20 | Capital  stock | Treasury stock | Capital surplus | Reserves | Retained  earnings | Total   
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | -------------- | -------------- | --------------- | -------- | ------------------ | --------
|                                                                                                                                                    | (In thousands)                       | US$(000)       | US$(000)       | US$(000)        | US$(000) | US$(000)           | US$(000)
|                                                                                                                                                   
|Cash dividends, note 14(d)                                                                                                                          | -                                    | -              | -              | -               | -        | (23,922)           | (23,922)
|Net unrealized gain from investments available-for-sale, note 6(b)                                                                                  | -                                    | -              | -              | -               | -        | 18,844             | 18,844  
|Transfer of net realized loss and impairment losses from investments available-for-sale to the operations results, net of realized gains, note 6(b) | -                                    | -              | -              | -               | -        | 11,401             | 11,401  
|Transfer of retained earnings to reserve                                                                                                            | -                                    | -              | -              | -               | 165,423  | (165,423)          | -       
|Net income                                                                                                                                          | -                                    | -              | -              | -               | -        | 80,607             | 80,607  
|                                                                                                                                                   
|                                                                                                                                                    |                                      |                |                |                 |          |                    |         
|Balances as of December 31, 2003                                                                                                                    | 94,382                               | 471,912        | (73,177)       | 140,500         | 269,527  | 101,968            | 910,730 
|                                                                                                                                                    |                                      |                |                |                 |          |                    |         

F-9


---



Credicorp Ltd. and Subsidiaries

Consolidated statements of cash flowsFor
the years ended December 31, 2003, 2002 and 2001

|                                                                                 | 2003        | 2002        | 2001       
|-------------------------------------------------------------------------------- | ----------- | ----------- | -----------
|                                                                                 | US$(000)    | US$(000)    | US$(000)   
|                                                                                 |             |             |            
|Cash flows from operating activities                                             |             |             |            
|Net income                                                                       | 80,607      | 42,383      | 54,513     
|Add (deduct)                                                                     |             |             |            
|Provision for credit losses                                                      | 66,421      | 99,596      | 119,422    
|Depreciation and amortization                                                    | 43,660      | 41,338      | 43,355     
|Amortization of goodwill                                                         | 4,223       | 3,033       | 3,377      
|Provision for assets seized                                                      | 13,588      | 15,094      | 7,447      
|Minority interest                                                                | 10,303      | 10,287      | 15,839     
|Provision for sundry risks                                                       | 2,022       | 4,649       | 13,317     
|Deferred income tax                                                              | 4,410       | (2,115)     | 1,522      
|Net loss (gain) on securities sale                                               | (1,969)     | 1,097       | (31,737)   
|Translation loss                                                                 | 3,675       | 2,482       | 2,575      
|Purchase of trading securities                                                   | (4,098,504) | (4,154,437) | (2,631,092)
|Sale of trading securities                                                       | 4,605,458   | 4,106,170   | 2,430,876  
|Changes in assets and liabilities:                                               |             |             |            
|Decrease (increase) in loans                                                     | 172,392     | (114,347)   | 273,130    
|Decrease (increase) in other assets                                              | (32,031)    | 36,457      | (46,973)   
|Increase (decrease) in deposits and obligations                                  | (394,970)   | 155,798     | 36,919     
|Decrease in due to banks and correspondents                                      | (35,964)    | (65,988)    | (117,939)  
|Increase (decrease) in other liabilities                                         | 62,994      | (28,326)    | (61,564)   
|                                                                                 |             |             |            
|Net cash provided by operating activities                                        | 506,315     | 153,171     | 112,987    
|                                                                                 |             |             |            
|                                                                                
|Cash flows from investing activities                                             |             |             |            
|Acquisition of Banco Santander Central Hispano S.A. - Peru,                     
|Acquisition of Banco Santander Central Hispano S.A. - Peru, net of cash acquired | -           | 140,782     | -          
|Cash received from sales of Banco Capital                                        | -           | 32,255      | -          
|Purchase of investments available-for-sale                                       | (1,746,201) | (322,656)   | (393,085)  
|Sales of investments available-for-sale                                          | 771,597     | 340,100     | 432,136    
|Purchase of property, furniture and equipment                                    | (29,919)    | (22,864)    | (30,848)   
|Sales of property, furniture and equipment                                       | 23,951      | 1,560       | 3,278      
|                                                                                 |             |             |            
|Net cash provided by (used in) investing activities                              | (980,572)   | 169,177     | 11,481     
|                                                                                 |             |             |            

F-10


---



|                                                         | 2003      | 2002      | 2001     
|-------------------------------------------------------- | --------- | --------- | ---------
|                                                         | US$(000)  | US$(000)  | US$(000) 
|                                                         |           |           |          
|Cash flows from financing activities                     |           |           |          
|Decrease (increase) in bonds issued                      | (67,806)  | 1,445     | 33,040   
|Sales (purchase) of treasury stocks                      | -         | 2,908     | (9,344)  
|Cash dividends                                           | (23,922)  | (31,881)  | (8,014)  
|                                                         |           |           |          
|Net cash provided by (used in) financing activities      | (91,728)  | (27,528)  | 15,682   
|                                                         |           |           |          
|Translation (loss) gain on cash and cash equivalents     | (3,675)   | (9,882)   | 4,725    
|                                                         |           |           |          
|                                                         |           |           |          
|Net increase (decrease) in cash and cash equivalents     | (569,660) | 284,938   | 144,875  
|                                                         |           |           |          
|Cash and cash equivalents at the beginning of the year   | 2,182,390 | 1,897,452 | 1,752,577
|                                                         |           |           |          
|                                                         |           |           |          
|Cash and cash equivalents at the end of the year         | 1,612,730 | 2,182,390 | 1,897,452
|                                                         |           |           |          
|                                                         |           |           |          
|Supplementary cash flows information:                    |           |           |          
|Cash paid during the year for                            |           |           |          
|Interest                                                 | 146,972   | 101,185   | 327,459  
|Income taxes                                             | 59,064    | 3,487     | 3,699    
|                                                         |           |           |          
|Supplementary schedule of non-cash financing activities: |           |           |          
|Dividends pending payments                               | -         | -         | 15,894   
|Other accounts receivable from sale of Banco Capital     | -         | -         | 32,255   

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

F-11


---



Credicorp Ltd. and Subsidiaries

Notes to the consolidated
financial statementsAs of December 31, 2003 and 2002

1.          Operations

Credicorp Ltd. (hereinafter Credicorp or
Group) 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.

Credicorp Ltd., through its
banking and nonbanking subsidiaries, provide a complete range of financial services and
products throughout Peru and in selected international markets.  At December 31, 2003 and
              2002, the major subsidiary of the Group is Banco de Crédito del Perú  BCP
(hereinafter BCP or the Bank), a Peruvian universal bank.

The address of Credicorps main
office is Calle Centenario No156, La Molina, Lima, Perú.  The Group employed
approximately 9,318 employees as of December 31, 2003.

The consolidated financial
statements as of and for the year ended December 31, 2002 have been approved in the
General Shareholders Meeting dated March 28, 2003.  The accompanying consolidated
financial               statements as of and for the year ended December 31, 2003, will
be submitted for approval at the Board of Directors and the General Shareholders Meeting
that will occur within the period established by               law.  In Managements
opinion, the accompanying consolidated financial statements will be approved without
modifications.

2.          Business
developments

(a)          Acquisition of Solución
Financiera de Credito del Perú S.A. -                            In March 2003, BCP
acquired a 45 percent interest in its subsidiary Solución Financiera de Crédito del Perú S.A.
(hereafter Financiera), thus increasing its participation to 100 percent of
                           its capital stock.

The amount paid for the
aforementioned purchase amounted approximately to US$17.1 million, generating goodwill
for approximately US$8 million, see note 10(c).

(b)          Acquisition of Banco
Santander Central Hispano S.A. - Peru -                            In December 2002,
through a Tender Offer (TO), BCP acquired 99.94 percent of Banco Santander Central
Hispano S.A. - Perú (hereafter BSCH - Peru).  According to Law 26702, BCP had a period
no                            longer than 6 months to absorb this financial entity.  In
this respect, the BCPs General Shareholders Meeting held on December 30, 2002, approved
this transaction with effective date                            February 28, 2003.

F-12


---



The acquisition of BSCH - Peru and
its subsidiaries has been recorded under the purchase accounting method, reflecting their
assets and liabilities at their fair values at the date of
                           acquisition.  For practical reasons, the acquisition of BSCH -
Peru and its subsidiaries has 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   
|                              |          

The unaudited pro-forma combined
results of the Group, as if BSCH - Perú had been acquired at the beginning of the years
2002 and 2001, are estimated to be as follows:

|                                                                | 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  
|Basic and diluted earnings per share (in United States dollars) | 0.59     | 0.70    

This pro-forma information is
presented for comparative purposes only and does not intend 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.

F-13


---



3.          Significant
accounting policies

Significant accounting principles
and practices used in the preparation of Credicorps consolidated financial statements
are described below:

(a)          Basis of presentation
and use of estimates -                            The consolidated financial statements
have been prepared in accordance with International Financial Reporting Standards - IFRS.
 These consolidated financial statements are prepared under the
                           historical cost convention, except where otherwise stated.

The preparation of the
consolidated financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, revenues and expenses
                           and disclosure of significant events in notes to the
consolidated financial statements.  Actual results could differ from those estimates. The
most significant estimates comprised in the                            accompanying
consolidated financial statements are related to the computation of the allowance for
credit losses, the measurement of financial instruments, the provision corresponding to
the                            technical reserves for claims and premiums,  the
depreciation of property, furniture and equipment, the amortization of intangible assets
and goodwill, the reserves for assets seized through                            legal
actions and the valuation of derivatives.  The accounting criteria used for each of these
items are described below.

(b)          Principles of
consolidation -  Subsidiaries are consolidated from the date on which effective control is
transferred to the Group and are no longer consolidated from the date of disposal.  The
consolidated financial statements incorporate the assets, liabilities, revenues and
expenses of Credicorp and its subsidiaries.  All inter-company transactions, balances and
unrealized surpluses and deficits between Group companies have been eliminated.  Where
necessary, the accounting policies used by subsidiaries have been changed to ensure
consistency with IFRS.

F-14


---



The companies that comprise the
Group as of December 31, 2003 and 2002, with an indication of the percentage of
participation owned directly and indirectly by Credicorp as of those dates, as well as
other relevant information, based on information obtained before the eliminations to be
considered for consolidation purposes are as follows:

|Entity                                                          | Percentage of participation | Assets | Liabilities | Shareholders equity | Net income (loss)
|--------------------------------------------------------------- | --------------------------- | ------ | ----------- | -------------------- | -----------------
|                                                                |                             |        |             |                      |                  
|                                                                | 2003                        | 2002   | 2003        | 2002                 | 2003             
|                                                                |                             |        | US$(000)    | US$(000)             | US$(000)         
|                                                                |                             |        |             |                      |                  
|Banco de Crédito del Perú - BCP (i)                             | 96.98                       | 96.98  | 6,687,581   | 7,312,169            | 6,042,445        
|Atlantic Security Holding Corporation (ii)                      | 100.00                      | 100.00 | 776,323     | 660,588              | 663,454          
|Pacífico - Peruano Suiza Compañía de Seguros y Reaseguros (iii) | 75.83                       | 75.83  | 587,237     | 480,570              | 438,620          
|Inversiones Crédito del Perú S.A. (iv)                          | 99.99                       | 99.99  | 72,135      | 50,011               | 26,800           
|Banco Tequendama (v)                                            | 99.99                       | 99.99  | 293,895     | 270,681              | 264,836          

(i)           Banco de Crédito
(BCP) is a universal bank, incorporated in Perú on 1889, authorized to engage in banking
activities by the Superintendence of Banking and Insurance (SBS), the Peruvian banking
and                insurance authority.

(ii)          Atlantic Security
Holding Corporation is incorporated in the Cayman Islands. Its main 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.

(iii)         Pacífico - Peruana
Suiza Compañía de Seguros y Reaseguros (PPS) is a Peruvian corporation whose main
activity is the issuance and administration of property and casualty insurance and the
performance of                related activities.  PPS also provides accident, health and
life insurance.

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

(v)           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.

F-15


---



(c)          Foreign currency
translation -                            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 loans granted, the financing obtained,
the sale of insurance premiums, interest income                            and expenses,
salaries and purchases are established and effected in U.S. dollars.

Credicorps subsidiaries maintain
their accounting records in currencies of the countries in which they operate.  The
subsidiaries are considered as foreign operations and consequently, for
                           consolidation purposes, they prepare their financial
statements in U.S. dollars (their measurement currency) using the following methodology:

|- | Monetary
assets and liabilities denominated in non-U.S. dollars currencies are translated to U.S.
dollars equivalents using the free market exchange rates at the balance sheet date.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Non-monetary
accounts have been translated into U.S. dollars using the free market exchange rates on
the date of the transactions.
|- | ----------------------------------------------------------------------------------------------------------------------------------

|- | Revenues
and expenses, except for those related to non-monetary assets, are translated monthly at
weighted average exchange rates, with resulting gains and losses included in income.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The resulting translation
adjustment into U.S. dollars is included in the consolidated statement of income.

(d)          Financial instruments
-  Financial instruments are classified as assets, liabilities or equity according to the
substance of the contractual agreement that originated them.  Interest, dividends, gains
and losses relating to financial instruments classified as assets or liabilities are
accounted for as expense or income.  Financial instruments are offset when the Bank has a
legally enforceable right to offset them and Management has the intention to settle them
on a net basis or to realize the assets and charge off  the liability simultaneously.

Financial assets and liabilities
carried on the balance sheet include cash and due from banks, trading and
available-for-sale securities, loans, accounts receivable and the liabilities.  In
addition, all derivative instruments and indirect loans (contingent credits) are
considered to be financial instruments.  The specific accounting policies on recognition
and measurement of these items are disclosed in the accounting policies described in this
note.

F-16


---



(e)          Recognition of
revenues and expenses for banking activities -                            Interest income
and expenses are recognized in the income statements on an accrual basis using the
effective interest method; interest rates are determined based on free negotiations with
                           clients.

Interest income is suspended when
collection of loans become doubtful, such as when overdue by more than 90 days or when
the borrower or securities issuer defaults, if earlier than 90 days.
                           Such income is excluded from interest income until received.
 Uncollected income on such loans is reversed against income.

When Management determines that
the debtors financial condition has improved, the accounting recording of interest
thereon is reestablished on an accrual basis.

Interest income includes coupons
earned on fixed income investment and trading securities and the accrued discount and
premium on financial instruments.  Dividends are recognized as income
                           when they are declared.

Commissions on financial and
banking services are recognized as income on an accrual basis when earned.

All other revenues and expenses
are recognized on an accrual basis as earned or incurred.

(f)          Recognition of
revenues and expenses for insurance activities -                            Premiums from
long-term contracts, mainly life insurance, are recorded when earned.  Premiums from
short-term insurance contracts, mainly credit, accident and health policies, are earned
over                            the related contract period.  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, expenses
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.

Management, on the basis of
periodical reviews of the clients portfolio, determines the allowance for doubtful
accounts related to premiums and installments outstanding.

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, 2003 and 2002,
have been estimated by taking into consideration the arithmetic progression of the
percentages

F-17


---



computed over the actual figures for the past seven years.  Management
considers that the estimated amount is sufficient to cover any liability related to IBNR
at December 31, 2003 and 2002.

In determining insurance policy
reserves, the Group performs a continuing review of its overall position, its reserving
techniques and its reinsurance.  Qualified actuaries employed by the
                           Group also reviews the reserves periodically.  Since the
reserves are based on estimates, the ultimate liability may be more or less than such
reserves.  The effects of changes in such                            estimated reserves
are included in the results of operations in the period in which the estimates are
changed.

Reserves for life insurance
policies are estimated using a net level premium method on the basis of actuarial
assumptions as to mortality and interest established at product design.  The
                           mortality assumptions established at product design are based
on experience which, together with interest assumptions, include a margin for adverse
deviation.   Additional reserves for                            specific future benefits,
like participating life policies, endowment and return of premium policies are computed
using international standards.   Benefit liabilities for annuities during the
                           accumulation period are equal to accumulated contractholders'
fund balances and after annuitization are equal to the present value of expected future
payments.

Policyholders' funds for universal
life and investment-type products, including or not an interest guaranteed and funding
agreements, are equal to the policyholder account values.  Policy
                           benefits that are charged to expense include benefit claims
incurred in the period in excess of related policy account balances and interest credited
to policyholders' account balances.

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

(g)          Loans and allowance
for credit losses -  Direct loans are recorded when disbursement of funds to the clients
are made.  Indirect (off-balance sheet) loans are recorded when documents supporting such
facilities are issued.  Also, Credicorp considers as refinanced or restructured those
loans that change their payment schedules due to difficulties in the debtors ability to
repay the loan.

An allowance for credit loss 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.  For
                           such purpose, Credicorp classifies all its loans into one of
five risk categories, depending upon the degree of risk of nonpayment of each loan.  The
categories used by Credicorp are: (i)                            normal, (ii) potential
problems, (iii) substandard, (iv) doubtful and (v) loss.  Credicorp reviews its loan
portfolio on a continuing basis in order to assess the completion and accuracy of
                           its classification.  For commercial loans the classification
take into consideration several factors, such as the payment history of the particular
loan, 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

F-18


---



statements,
                           general risk of the sector in which the borrower operates, the
borrowers risk classification made by other financial institutions in the market and
other relevant factors.  For                            micro-business, consumer and
residential mortgage, the classification is based on how long payments are overdue.

The allowance for credit losses is
established based in the risk classifications and taking into consideration the
guarantees and collateral obtained by the Group.  Only the collateral
                           received classified as preferred, highly liquid preferred or
self-liquidating preferred are considered acceptable.  Such collateral must be
relatively liquid, have legally documented                            ownership, have no
liens outstanding and have updated independent appraisals.

The allowance for credit losses
also covers the estimated losses for impaired loans not specifically identified.  This
allowance is estimated based on historical and other relevant information.

In the case of borrowers in
countries where there is an increased risk of difficulties in servicing external debt, an
assessment of the political and economic situation is made, and an
                           additional country risk provisions is accounted for.

When a loan is uncollectible, it
is written off against the related allowance for credit losses; subsequent recoveries are
credited to the provision for credit losses in the consolidated
                           statement of income.                            All loans
considered impaired (such classified as substandard, doubtful and loss) are analyzed by
the Groups management, taking into consideration the present value of their expected
cash                            flows, including the recoverable amounts of the
guarantees and collateral, discounted at the original effective interest rate of each
loan. Based on this analysis, management believes that the
                           methodology used on a continuous and consistent basis by the
Group, provides an allowance for credit losses that is in accordance with the
requirements established by IFRS.

(h)          Leasing transactions
-                           The Group grants only finance leases and recognizes the
present value of the lease payments as a loan.  The difference between the gross
receivable amount and the present value of the loan is
                           recognized as unearned interest.  Lease income is recognized
over the term of the lease using the effective interest method, which reflects a constant
periodic rate of return.

(i)          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.  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.

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.

F-19


---



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 that approximates its
fair value, including the costs of the transaction, and subsequently are valued at
                           their fair value.

Fair values are based primarily on
quoted prices or, if quoted market prices are not available, discounted expected cash
flows using market rates commensurate with the credit quality and
                           maturity of the investment. 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, net of the related deferred income taxes and minority interest.  Unrealized gains
or losses                            are recognized in income of the year when the
investments available-for-sale are sold.  When a permanent impairment is present the
related unrealized loss is recognized in income.

(j)          Property, furniture
and equipment - Property, furniture and equipment are stated at acquisition cost less
accumulated depreciation.  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.  Depreciation is
computed on a straight-line basis over the following estimated useful lives:

|                                 | Years
|-------------------------------- | -----
|                                
|Buildings and other construction | 33   
|Installations                    | 10   
|Furniture and fixtures           | 10   
|Equipment and vehicles           | 5    

The useful life assigned and
depreciation method selected are periodically reviewed to ensure that the method and
period of depreciation chosen are consistent with the economic benefit and
                           life expectations for use of property, furniture and equipment
items.

(k)          Assets seized - Assets
seized are recorded at their estimated market value, obtained from valuations made by
independent appraisals.

F-20


---



(l)          Intangible -                            Intangible
assets are included in the Other assets caption of the consolidated balance sheet and
are comprised mainly of internal development software used in Credicorp Ltd. and its
                           subsidiaries operations. These assets are amortized using the
straight-line method based on their estimated useful life, which are from 3 to 5 years.

(m)          Goodwill -                            Goodwill
represents the excess of the cost of an acquisition over the fair value of the net assets
of the acquired subsidiary undertaking at the date of acquisition.  Annually, goodwill is
                           subject to an impairment test to assess whether the carrying
amount is fully recoverable.  A write down is made if the carrying amount exceeds the
recoverable amount.

Goodwill on the acquisition of
ASHC and PPS at the date of the exchange of shares (market value), which amounted to
US$43.7 million, is being amortized using the straight-line method over a 20
                           year-period.  Goodwill originated by the acquisition of Solución
Financiera de Crédito del Perú S.A. for US$8 million, is amortized over a period of 5
years, note 10(c).

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

(o)          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 the consolidated statements of income on an accrued basis.  Bond discounts
determined at issuance are deferred and amortized over the term of the bonds using the
effective interest method.

(p)          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. Provisions are reviewed in each
period and are adjusted to reflect Managements best                            estimate
as of the consolidated balance sheet date.  The amount recorded as a provision is equal
to the present value of future payments expected to be needed to settle the obligation.

(q)          Contingencies - Contingent
liabilities are not recognized in the consolidated financial statements.  They are
disclosed in the notes unless the possibility of an outflow of economic resources is
remote.

F-21


---



(r)          Workers profit
sharing and income tax -                            Income tax and workers profit
sharing are computed based on individual financial statements of Credicorp and each of
its subsidiaries, based on accounting principles that are different from
                           IFRS (tax basis) and, therefore, the accounting for income tax
and workers' profit sharing in accordance with IFRS are both in accordance with the
principles of IAS 12.

Deferred income tax and deferred
workers profit sharing reflect the effects of temporary differences between the carrying
amounts of assets and liabilities for accounting purposes and the
                           amounts determined for tax purposes.  Deferred assets and
liabilities are measured using the tax rates expected to be applied to taxable income in
the years in which temporary differences are                            expected to be
recovered or eliminated.  The measurement of deferred assets and liabilities reflects the
tax consequences that arise from the manner in which Credicorp and its subsidiaries
                           expect, at the consolidated balance sheet date, to recover or
settle the carrying amount of its assets and liabilities.
                           Deferred tax assets and liabilities are recognized regardless
of when the temporary differences are likely to reverse.  Deferred tax assets are
recognized when it is probable that sufficient                            taxable income
will be generated against which the deferred assets can be offset.  At the consolidated
balance sheet date, Credicorp assesses unrecognized deferred assets and the carrying
                           amount of recognized deferred assets.  Credicorp may recognize
a previously unrecognized deferred assets to the extent that it has become probable that
future tax benefits will allow their                            recovery or reduce a
deferred asset to the extent that it is not probable that Credicorp and its subsidiaries
will have sufficient tax benefits that would enable it to use part or the entire
                           recognized deferred asset for accounting purposes.

Credicorp determines its deferred
income tax considering the tax rate applicable to its undistributed earnings; any
additional tax on dividends distribution is recorded on the date a liability for such is
recognized.

(s)          Earnings per share -
                           Basic and diluted earnings per share are computed based on
the weighted average number of shares outstanding for the period, after deducting
treasury stock. For the years ending December 31,                            2003, 2002
and 2001, Credicorp has no financial instruments with dilutive effects; therefore, basic
and diluted earnings per share are the same.

(t)          Supplementary plan
for workers profit sharing - Profit sharing participations have been granted to
certain executives and employees who have at least one year of service in Credicorp or
any of its subsidiaries in the form of options on stock appreciation rights over certain
number of Credicorps shares.  Such options are granted at the market price of the shares
of Credicorp on the date of the grant and are exercisable at that price, allowing the
worker to obtain a gain from the difference between the market price of the share at the
date of execution and the fixed exercise price, note 16.  Expense recognized in income
for the year corresponds to the difference between the strike price and the market price
of the shares of the options that can be exercisable by the beneficiaries at the
consolidated balance sheet date.

F-22


---



When Credicorp reprises or changes
the terms of the options, additional compensation is recorded equal to the difference
between the exercise price and the new market price of the underlying
                           shares.

(u)          Derivative financial
instruments -                            Transactions with derivatives, while
providing effective economic hedges under the Groups risk management positions, do not
qualify for hedge accounting under the specific rules of IAS 39 and
                           are therefore treated as derivatives held for trading.

Derivative financial instruments
are initially recognized in the consolidated balance sheet at cost and subsequently are
remeasured at their fair value.  Fair values are obtained based on
                           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. Gain and losses for changes in their                            fair value are
recorded in the consolidated statements of income.

(v)          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.

(w)          Cash and cash
equivalents -                            For the purposes of the consolidated cash
flow statements, cash and cash equivalents comprise balances with less than three months
maturity from the date of acquisition, including cash,
                           balances with central banks, overnight deposits and amounts
due from banks.

(x)          Financial statements
as of December 31, 2002 and 2001 - Certain reclassifications have been made to prior
years financial statements to conform to current year presentation.

4.            Cash and due from
banks

(a)               This item is
made up as follows:

|                                             | 2003      | 2002     
|-------------------------------------------- | --------- | ---------
|                                             | US$(000)  | US$(000) 
|                                             |           |          
|Cash and clearing                            | 228,965   | 320,595  
|Deposits in Peruvian Central Bank  BCRP (b) | 929,557   | 1,317,030
|Deposits in banks                            | 454,208   | 544,765  
|                                             |           |          
|                                            
|Total                                        | 1,612,730 | 2,182,390
|                                             |           |          

F-23


---



(b)          As of December 31,
2003, includes US$385 million corresponding to an overnight operation (US$1,080 million
at December 31, 2002), which earned interest at an annual effective rate of 0.98
                           percent (1.25 percent in 2002).

(c)          Likewise, as of
December 31, 2003, cash and due from banks includes approximately US$301.8 million
(US$485.5 million as of December 31, 2002), issued mainly  from Banco de Credito of Peru,
                           which represent the legal reserve that the Peruvian banks must
maintain for its obligations with the public. These funds are deposited in the vaults of
the Bank and in the BCRP, and are within                            the limits
established by prevailing legislation.

Reserve funds kept in BCRP do not
earn interest, except for the part of the demandable reserve in foreign currency that
exceeds the minimum legal reserve.  As of December 31, 2003, the monthly excess amounts
to approximately US$884.1 million and earns interest in US Dollars at an annual rate of
1.05 percent.

5.            Trading securities

(a)               This item is
made up as follows:

|                                                    | 2003     | 2002    
|--------------------------------------------------- | -------- | --------
|                                                    | US$(000) | US$(000)
|Shares -                                            |          |         
|Listed equity securities                            | 14,028   | 15,128  
|                                                    |          |         
|Bonds and similar instruments -                     |          |         
|Peruvian Treasury Bonds (b)                         | 28,196   | 96,109  
|Investments in foreign financial institutions       | 21,166   | 63,576  
|Mutual funds                                        | 20,529   | 36,314  
|Bank certificates                                   | 13,755   | 13,004  
|Corporate and leasing bonds (c)                     | 476      | 62,596  
|BCRP certificates of deposit (d)                    | -        | 184,033 
|Debt issued by Central Banks of other countries     | -        | 49,809  
|Bonds from international financial institutions (e) | -        | 42,082  
|Other                                               | -        | 42,453  
|                                                    |          |         
|                                                    | 84,122   | 589,976 
|                                                    |          |         
|Total                                               | 98,150   | 605,104 
|                                                    |          |         

The reduction of the trading
securities balance in relation to the previous year is explained by the Group's
management decision to discontinue the trading activities mainly with BCRP certificates
of deposit, in order to maintain a more stable position in this kind of investments which
have a better yield, less risk and volatility.  As result; after the liquidation of the
balance maintained as of December 31, 2002 during the year 2003, the new purchases of
those and other investments have been classified as available-for-sale, see note 6.

F-24


---



(b)          The Peruvian Treasury
bonds are issued in Peruvian Currency by the Economic and Financial Ministry, have an
active market quotation in the Peruvian market and are traded daily with third
                           parties.  In 2003, these bonds accrued interest at annual
rates that ranged between 5.89 and 12.85 percent (between 6.53 and 10.37 percent in
2002), and have maturities between June 2004 and                            January 2005.

(c)          As of December 31,
2002, comprise corporate and leasing bonds for US$55.1 and US$7.4 million with maturities
between 2003 and 2011.  These bonds accrue interests at annual effective rates that
                           range between 3.46 and 13.56 percent for the bonds denominated
in Peruvian currency, and between 4.37 and 13.63 percent for the bonds denominated in US
dollars.

(d)          BCRP certificates of
deposit are instruments in Peruvian currency with maturities due within one year.  Annual
interest rates in Peruvian currency ranged between 3.54 and 6.21 percent in 2002.

(e)               Comprise debt
securities issued by Corporación Andina de Fomento  CAF which were acquired by the Group
with maturities between February 2003 and March 2004.  Annual interests rates ranged
between 6.75 and 8.87 percent in 2002.

F-25


---



6.          Investments
available-for-sale

(a)               This item is
made up as follows:

|                                                    | 2003            | 2002                   
|--------------------------------------------------- | --------------- | -----------------------
|                                                    |                 |                        
|                                                    | Amortized  cost | Unrealized gross amount
|                                                    |                 |                        
|                                                    |                 | Gain                   
|                                                    | US$(000)        | US$(000)               
|                                                   
|Fixed maturity -                                    |                 |                        
|Corporate, leasing and subordinated bonds (c)       | 557,146         | 10,514                 
|BCRP certificates of deposit (d)                    | 375,403         | 395                    
|Government Treasury Bonds (e)                       | 316,076         | 877                    
|Bonds from international financial institutions (f) | 86,410          | 112                    
|Mutual funds                                        | 60,707          | 2,220                  
|Commercial papers                                   | 53,208          | -                      
|Participation in RALs funds (g)                    | 40,861          | -                      
|Debt issued by Central Banks of other countries     | 13,172          | 23                     
|Other                                               | 17,640          | 6                      
|                                                    |                 |                        
|                                                    | 1,520,623       | 14,147                 
|                                                    |                 |                        
|                                                   
|Shares                                              |                 |                        
|Listed securities                                   | 46,698          | 25,296                 
|Non-listed securities                               | 42,212          | 244                    
|                                                    |                 |                        
|                                                    | 88,910          | 25,540                 
|                                                    |                 |                        
|                                                   
|Total                                               | 1,609,533       | 39,687                 
|                                                    |                 |                        

F-26


---



(b)      The change in the net
unrealized gains and losses, and the provision for impairment recorded by the Group each
year are presented as follows:

|                                                  | 2003     | 2002     | 2001    
|------------------------------------------------- | -------- | -------- | --------
|                                                  | US$(000) | US$(000) | US$(000)
|                                                  |          |          |         
|Net unrealized gains (losses)                     | 18,844   | (14,444) | (3,096) 
|Net realized gains (losses)                       | 7,265    | (4,038)  | 8,583   
|Provision for permanent impairment on investments | (18,666) | (8,129)  | -       

(c)        As of December 31, 2003
and 2002, comprise corporate bonds for US$544.1, leasing bonds for US$14.6, and
subordinated bonds for US$7.9 million (US$294.2,                       US$6.3 and US$4.3
million, respectively, as of December 31, 2002) with maturities between January 2004 and
February 2011. These bonds accrue interests at                       annual effective
rates that range between 4.03 and 10.4 percent for the bonds denominated in Peruvian
currency (between 5.81 and 7.93 percent in 2002),                       and between 2.51
and 10.25 percent for the bonds denominated in US dollars (between 1.33 and 12.91 percent
in 2002).

(d)        BCRP certificates of
deposit are discounted Peruvian currency instruments with maturities due within one year.
 These certificates have been acquired in                       public auctions.  Annual
interest rates in Peruvian currency range between 2.73 and 5.57 percent.

(e)        Includes credit
instruments for US$131.7, US$117.6 and US$15.0 million issued by US Government agencies,
the Peruvian Government and the Government of El                       Salvador,
respectively.  Their maturities are between June 2004 and November 2033 at annual
interest rates that range between 1.69 and 9.88 percent.

(f)            Comprise mainly of
USS$53.3 and US$16.5 million of debt instruments issued in US dollars by Corporación
Andina de Fomento - CAF and by Fondo Latinoamericano de Reservas - FLAR, respectively.
 Such bonds have maturities between March 2004 and August 2006.  Annual interests rates
are between 3.0 and 8.88 percent.

(g)            The participation
quotas in the Fund Requirement of Cash Assets (RAL for its Spanish denomination), stated
at Bolivian pesos, are comprised of investments made by the Group in the Central Bank of
Bolivia as a collateral for the deposits maintained with the public.  Such fund has
restrictions for its use and it is required for all the banks established in Bolivia.
 The fund accrues interest at an average annual rate of 2.1 percent.

F-27


---



(h)            As of December 31,
2003 and 2002, the amortized cost and market value of the investments classified by
maturity were as follows:

|                          | 2003            | 2002         
|------------------------- | --------------- | -------------
|                          |                 |              
|                          | Amortized  cost | Market  value
|                          | US$(000)        | US$(000)     
|                         
|From 3 months to 1 year   | 617,690         | 619,511      
|From 1 to 5 years         | 697,830         | 706,318      
|Over 5 years              | 205,103         | 205,149      
|Without maturity (shares) | 88,910          | 111,124      
|                          |                 |              
|                         
|Total                     | 1,609,533       | 1,642,102    
|                          |                 |              

7.         Net loans

(a)            This item is made
up as follows:

|                                          | 2003      | 2002     
|----------------------------------------- | --------- | ---------
|                                          | US$(000)  | US$(000) 
|Direct loans                              |           |          
|Loans                                     | 3,147,982 | 3,268,103
|Discounted notes                          | 176,991   | 180,314  
|Advances and overdrafts                   | 181,986   | 169,132  
|Leasing receivables                       | 452,635   | 491,666  
|Factoring receivables                     | 56,446    | 62,302   
|Refinanced and restructured loans         | 296,116   | 330,842  
|Past due and under legal collection loans | 256,208   | 406,135  
|                                          |           |          
|                                          | 4,568,364 | 4,908,494
|Less                                      |           |          
|Unearned interest                         | (86,868)  | (90,831) 
|Allowance for credit losses               | (326,677) | (424,031)
|                                          |           |          
|                                          |           |          
|Total direct loans                        | 4,154,819 | 4,393,632
|                                          |           |          
|                                          |           |          
|Indirect loans, note 17                   | 782,886   | 956,930  
|                                          |           |          

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

F-28


---



(c)            As of December 31,
2003 and 2002, the Groups direct loan portfolio is distributed among the following
economic sectors:

|                                           | 2003      | %     | 2002      | %    
|------------------------------------------ | --------- | ----- | --------- | -----
|                                           | US$(000)  |       | US$(000) 
|Sector                                     |           |       |           |      
|Manufacturing                              | 1,461,350 | 32.0  | 1,592,191 | 32.4 
|Consumer and mortgage loans                | 920,016   | 20.1  | 522,998   | 10.7 
|Commerce                                   | 560,052   | 12.3  | 617,491   | 12.6 
|Leaseholds and real estate activities      | 233,506   | 5.1   | 281,753   | 5.7  
|Mining                                     | 233,355   | 5.1   | 227,879   | 4.6  
|Electricity, gas and water                 | 211,610   | 4.6   | 302,976   | 6.2  
|Communications, storage and transportation | 189,612   | 4.2   | 209,174   | 4.3  
|Agriculture                                | 142,697   | 3.1   | 158,500   | 3.2  
|Education, health and other services       | 106,296   | 2.3   | 93,851    | 1.9  
|Financial services                         | 96,371    | 2.1   | 210,404   | 4.3  
|Fishing                                    | 90,795    | 2.0   | 104,604   | 2.1  
|Construction                               | 70,676    | 1.5   | 86,632    | 1.8  
|Other                                      | 252,028   | 5.6   | 500,041   | 10.2 
|                                           |           |       |           |      
|                                           |           |       |           |      
|Total                                      | 4,568,364 | 100.0 | 4,908,494 | 100.0
|                                           |           |       |           |      

F-29


---



(d)            As of December 31,
2003 and 2002, the credit risk classification of the Groups loan portfolio is as follows:

|                   | 2003           | 2002 
|------------------ | -------------- | -----
|                   |                |      
|Risk category      | Direct credits |      
|                   | US$(000)       | %    
|                  
|Normal             | 3,480,701      | 76.2 
|Potential problems | 437,682        | 9.6  
|Substandard        | 240,316        | 5.3  
|Doubtful           | 266,723        | 5.8  
|Loss               | 142,942        | 3.1  
|                   |                |      
|                  
|                   | 4,568,364      | 100.0
|                   |                |      

F-30


---



(e)            As of December 31
2003 and 2002, the Groups structure of its direct loan portfolio by the country in which
its clients are located was as follows:

|         | 2003      | 2002     
|-------- | --------- | ---------
|         | US$(000)  | US$(000) 
|         |           |          
|Country  |           |          
|Peru     | 3,937,093 | 4,293,097
|Bolivia  | 340,382   | 313,968  
|Colombia | 222,085   | 224,258  
|Other    | 68,804    | 77,171   
|         |           |          
|        
|Total    | 4,568,364 | 4,908,494
|         |           |          

(f)            The movement in the
allowance for credit losses (direct and indirect loans) is shown below:

|                                                           | 2003      | 2002      | 2001     
|---------------------------------------------------------- | --------- | --------- | ---------
|                                                           | US$(000)  | US$(000)  | US$(000) 
|                                                          
|Balances at January 1                                      | 424,031   | 344,433   | 341,487  
|Provision                                                  | 66,421    | 99,596    | 119,422  
|Recoveries of written off loans                            | 17,416    | 12,050    | 14,935   
|Allowance for the loan portfolio acquired from BSCH - Peru | -         | 122,841   | -        
|Loan portfolio sold and written-off                        | (185,688) | (150,102) | (124,690)
|Translation result                                         | 4,497     | (4,787)   | (6,721)  
|                                                           |           |           |          
|                                                          
|Balance at December 31                                     | 326,677   | 424,031   | 344,433  
|                                                           |           |           |          

In Managements opinion, the
allowance for credit losses, according to the IFRS, recorded as of December 31, 2003,
2002 and 2001 are sufficient to cover                        the potential losses on
loans, see note 3(g).

(g)        Loan collateralized by
commercial and mortgage loan portfolio - On December 6, 2002, BCP entered into a
purchase-sale agreement with a Peruvian financial entity to acquire 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.  As of December 31, 2002, the balance of the portfolio amounted to
US$10.2 million, net of the repurchase made until such date for US$14.6 million.  In
March 2003, the Peruvian financial entity repurchased the total outstanding balance of
such portfolio for US$10.2 million.  The price paid by the Peruvian financial entity for
each repurchase credit was the initial price of acquisition plus a premium equivalent to
an annual effective interest rate of 5 percent.

F-31


---



In addition, as of December 31,
2002, BCP acquired a mortgage loan portfolio amounting to US$72.2 million.  The terms of
the agreement consider the                        collection by BCP of a disbursement
commission of 0.5 percent, as well as an amount that should withheld as a guarantee
equivalent to 15 percent of the                        principal of the mortgage loans
acquired, which was deposited in the BCP.  As part of the agreement BCP designated the
Peruvian financial entity as the                        collection agent.  The Peruvian
financial entity has repurchased this mortgage portfolio, being the agreed price the cost
of acquisition plus a premium                        equivalent to an annual effective
interest rate of 5 percent.  As of December 31, 2002, the balance of the acquired
mortgage credit portfolio amounted to                        US$71.2 million.

These operations have been
recorded as a commercial loan granted to the Peruvian financial entity that are
collateralized with the aforementioned                        commercial and mortgage
loan portfolio.

The aforementioned operations have
been completed and cancelled during the year 2003.

(h)        An important part of
the loan portfolio is collateralized with guarantees received from clients, which mainly
consist of mortgages; trust assignments,                        credit instruments,
financial instruments, industrial pledges and mercantile pledges.

(i)            As of December 31,
2003 and 2002, the gross loan portfolio classified by maturity, based in the remaining
period to the repayment date is as follows:

|                             | 2003      | 2002     
|---------------------------- | --------- | ---------
|                             | US$(000)  | US$(000) 
|Outstanding loans -          |           |          
|Up to 1 year                 | 2,752,828 | 3,095,916
|From 1 to 5 years            | 1,024,954 | 934,179  
|Over 5 years                 | 534,374   | 472,264  
|                             |           |          
|Past due loans -             |           |          
|Up to 4 months               | 50,981    | 82,259   
|Over 4 months                | 82,439    | 91,028   
|Under legal collection loans | 122,788   | 232,848  
|                             |           |          
|                             |           |          
|Total                        | 4,568,364 | 4,908,494
|                             |           |          

Interest on past due loans and
loans in legal collection are recognized when collected.  As of December 31, 2003, 2002
and 2001, the interest income and its respective allowance that had been recorded for
these credits amount approximated US$14.0, US$28.3 and US$22.7 million, respectively.

F-32


---



8.        Property, furniture
and equipment and accumulated depreciation

(a)            The movement of
property, furniture and equipment and accumulated depreciation, for the years ended 2003
and 2002, is as follows:

|                                                | Land     | Buildings and other construction | Installations | Furniture ans equipment | Vehicles and equipment | Work in progress | 2003     | 2002    
|----------------------------------------------- | -------- | -------------------------------- | ------------- | ----------------------- | ---------------------- | ---------------- | -------- | --------
|                                                | US$(000) | US$(000)                         | US$(000)      | US$(000)                | US$(000)               | US$(000)         | US$(000) | US$(000)
|                                               
|Cost -                                          |          |                                  |               |                         |                        |                  |          |         
|Balance as of January 1                         | 39,144   | 261,415                          | 65,759        | 203,119                 | 38,234                 | 4,326            | 611,997  | 554,921 
|Additions                                       | 350      | 2,381                            | 5,652         | 14,497                  | 3,579                  | 3,460            | 29,919   | 22,864  
|Assets incorporated for merger with BSCH - Peru | -        | -                                | -             | -                       | -                      | -                | -        | 40,306  
|Retirements and transfers                       | (5,855)  | (6,798)                          | (4,485)       | (9,809)                 | (8,349)                | (1,846)          | (37,142) | (6,094) 
|                                                |          |                                  |               |                         |                        |                  |          |         
|Balance as of December 31                       | 33,639   | 256,998                          | 66,926        | 207,807                 | 33,464                 | 5,940            | 604,774  | 611,997 
|                                                |          |                                  |               |                         |                        |                  |          |         
|                                               
|Accumulated depreciation -                      |          |                                  |               |                         |                        |                  |          |         
|Balance as of January 1                         | -        | 114,347                          | 35,559        | 150,761                 | 21,145                 | -                | 321,812  | 296,051 
|Additions                                       | -        | 7,731                            | 5,729         | 15,478                  | 2,682                  | -                | 31,620   | 29,642  
|Assets incorporated for merger with BSCH - Peru | -        | -                                | -             | -                       | -                      | -                | -        | 460     
|Retirements and transfers                       | -        | (843)                            | (2,596)       | (201)                   | (9,551)                | -                | (13,191) | (4,341) 
|                                                |          |                                  |               |                         |                        |                  |          |         
|Balance as of December 31                       | -        | 121,235                          | 38,692        | 166,038                 | 14,276                 | -                | 340,241  | 321,812 
|                                                |          |                                  |               |                         |                        |                  |          |         
|                                                |          |                                  |               |                         |                        |                  |          |         
|Net book value                                  | 33,639   | 135,763                          | 28,234        | 41,769                  | 19,188                 | 5,940            | 264,533  | 290,185 
|                                                |          |                                  |               |                         |                        |                  |          |         

(b) Banks, financial
institutions and insurance companies located in Peru are not allowed to pledge their
fixed assets.

F-33


---



9.        Assets seized, net

(a)            As of December 31,
2003 and 2002, this caption includes land, buildings and machinery and equipment received
in payment of loans.  Seized assets were recorded at estimated fair values determined on
the basis of technical third party appraisals.  This item is made up as follows:

|              | 2003     | 2002    
|------------- | -------- | --------
|              | US$(000) | US$(000)
|             
|Assets seized | 124,077  | 136,066 
|Reserve       | (35,047) | (27,067)
|              |          |         
|             
|Total         | 89,030   | 108,999 
|              |          |         

(b)            The changes in the
provision for assets seized are summarized as follows:

|                                           | 2003     | 2002     | 2001    
|------------------------------------------ | -------- | -------- | --------
|                                           | US$(000) | US$(000) | US$(000)
|                                          
|Balances as of January 1                   | 27,067   | 16,762   | 18,280  
|Provision                                  | 13,588   | 15,094   | 7,447   
|Amount recovered for sale of assets seized | (5,608)  | (4,789)  | (8,965) 
|                                           |          |          |         
|                                          
|Balances as of December 31                 | 35,047   | 27,067   | 16,762  
|                                           |          |          |         

F-34


---



10.        Other assets and
other liabilities

(a)            These items are
made up as follows:

|                                                             | 2003     | 2002    
|------------------------------------------------------------ | -------- | --------
|                                                             | US$(000) | US$(000)
|Other assets -                                               |          |         
|Interest, commissions and accounts receivable                | 85,072   | 118,035 
|Operations in process (b)                                    | 32,849   | 38,406  
|Goodwill, net (c)                                            | 32,510   | 28,741  
|Income tax prepayments                                       | 31,374   | 21,770  
|Deferred expenses                                            | 28,780   | 23,108  
|Intangibles, net (d)                                         | 22,206   | 22,200  
|Deferred income tax, note 15(b)                              | 20,305   | 12,858  
|Accounts receivable for derivatives instruments              | 3,974    | 10,543  
|Other                                                        | 19,715   | 10,775  
|                                                             |          |         
|                                                             |          |         
|Total                                                        | 276,785  | 286,436 
|                                                             |          |         
|                                                             |          |         
|Other liabilities -                                          |          |         
|Interest and other accounts payable                          | 96,431   | 123,115 
|Payroll taxes, salaries and other personnel expenses payable | 28,695   | 24,940  
|Deferred income tax, note 15 (b)                             | 23,022   | 25,085  
|Operations in process (b)                                    | 22,817   | 47,763  
|Provision for sundry risks (e)                               | 10,078   | 11,942  
|Accounts payable for derivatives instruments                 | 1,069    | 1,011   
|                                                             |          |         
|                                                             |          |         
|Total                                                        | 182,112  | 233,856 
|                                                             |          |         

(b)            Operations in
process include deposits received, loans disbursed, payments collected, funds transferred
and other similar types of transactions, which are realized at the end of the month and
not reclassified to their final balance sheets accounts until the beginning days of the
following month.  These transactions do not affect the Groups net income.

F-35


---



(c)            The movement of
goodwill for the years 2003, 2002 and 2001 is summarized as follows:

|                           | 2003     | 2002     | 2001    
|-------------------------- | -------- | -------- | --------
|                           | US$(000) | US$(000) | US$(000)
|Cost -                     |          |          |         
|Balance as of January 1    | 49,999   | 47,930   | 49,998  
|Additions, note 2          | 7,992    | -        | -       
|Retirements                | -        | -        | (2,068) 
|                           |          |          |         
|Balances as of December 31 | 57,991   | 47,930   | 47,930  
|                           |          |          |         
|                          
|Accumulated amortization - |          |          |         
|Balance as of January 1    | 21,258   | 16,156   | 14,366  
|Additions                  | 4,223    | 3,033    | 3,377   
|Retirements                | -        | -        | (1,587) 
|                           |          |          |         
|Balances as of December 31 | 25,481   | 19,189   | 16,156  
|                           |          |          |         
|                          
|Net cost                   | 32,510   | 28,741   | 31,774  
|                           |          |          |         

(d)        Intangibles primarily
consist of purchased software.

(e)            The movement of the
provision for sundry risks for the years 2003, 2002 and 2001 is summarized as follows:

|                           | 2003     | 2002     | 2001    
|-------------------------- | -------- | -------- | --------
|                           | US$(000) | US$(000) | US$(000)
|Balances as of January 1   | 11,942   | 14,628   | 9,714   
|Provision, note 19         | 2,022    | 4,649    | 13,317  
|Deductions                 | (3,886)  | (7,335)  | (8,403) 
|                           |          |          |         
|                          
|Balances as of December 31 | 10,078   | 11,942   | 14,628  
|                           |          |          |         

This provision mainly comprises
the provision for probable losses to complement insurance coverage which correspond to
claims not covered by the insurance companies, provisions for estimated losses in legal
actions against the Group and other similar obligations, which have been recorded based
on Managements and its legal advisors estimates.

F-36


---



11.        Deposits and
obligations

(a)            This item is made
up as follows:

|                                                | 2003      | 2002     
|----------------------------------------------- | --------- | ---------
|                                                | US$(000)  | US$(000) 
|Non-interest bearing deposits and obligations - |           |          
|In Peru                                         | 726,492   | 762,013  
|In other countries                              | 134,093   | 60,871   
|                                                |           |          
|                                                | 860,585   | 822,884  
|                                                |           |          
|Interest bearing deposits and obligations -     |           |          
|In Peru                                         | 4,053,237 | 4,436,685
|In other countries                              | 1,072,408 | 1,121,631
|                                                |           |          
|                                                | 5,125,645 | 5,558,316
|                                                |           |          
|                                                |           |          
|Total                                           | 5,986,230 | 6,381,200
|                                                |           |          

The Group has established a policy
to remunerate demand deposits and  savings accounts according to an interest rate scale,
based on the average balance                        maintained in such accounts.
 Additionally, according to such policy, it was established that the balances that were
lower than a specified amount, for                        each type of account, do not
bear interest.

(b)            As of December 31,
2003 and 2002, the balance of deposits and obligations by type of transaction is made up
as follows:

|                             | 2003      | 2002     
|---------------------------- | --------- | ---------
|                             | US$(000)  | US$(000) 
|                             |           |          
|Time deposits                | 2,426,782 | 2,589,221
|Demand deposits              | 1,491,679 | 1,455,608
|Saving deposits              | 1,482,610 | 1,700,878
|Severance indemnity deposits | 527,434   | 552,174  
|Bank certificates            | 57,725    | 83,319   
|                             |           |          
|                             |           |          
|Total                        | 5,986,230 | 6,381,200
|                             |           |          

(c)            As of December 31,
2003, the total amount of individual time deposits and bank certificates that exceed of
US$100,000 are approximately US$2,124.5 and US$11.7 million, respectively (US$1,507.7
million and US$33.1 million, respectively as of December 31, 2002).

F-37


---



(d)    Interest rates
applied to different deposits and obligations accounts are determined by the Group
considering interest               rates prevailing in the market in which the
subsidiaries operate.

(e)    The time deposits
balance classified by maturity is as follows.

|                        | 2003      | 2002     
|----------------------- | --------- | ---------
|                        | US$(000)  | US$(000) 
|                        |           |          
|From 3 months to 1 year | 1,824,324 | 1,823,539
|From 1 to 5 years       | 513,362   | 728,908  
|More than 5 years       | 89,096    | 36,774   
|                        |           |          
|                        |           |          
|Total                   | 2,426,782 | 2,589,221
|                        |           |          

12.    Due to banks
and correspondents

(a)    This item is made
up as follows:

|                                    | 2003     | 2002    
|----------------------------------- | -------- | --------
|                                    | US$(000) | US$(000)
|By type -                           |          |         
|Due to banks and correspondents (b) | 182,676  | 230,066 
|Promotional credit lines (c)        | 59,164   | 34,241  
|Interbank funds                     | 28,618   | 43,194  
|Loans of international funds        | 3,276    | 2,197   
|                                    |          |         
|                                    |          |         
|Total                               | 273,734  | 309,698 
|                                    |          |         
|                                    |          |         
|By term -                           |          |         
|Short-term debt                     | 96,311   | 124,961 
|Long-term debt                      | 177,423  | 184,737 
|                                    |          |         
|                                    |          |         
|Total                               | 273,734  | 309,698 
|                                    |          |         

(b)    The balance of the
liabilities with banks and correspondents correspond to the following
              operations:

|- | Bank
loans obtained by the Group mainly to finance foreign trade and working capital
                  amounted US$84.1 and US$103.5 million in 2003 and 2002, respectively.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-38


---



|- | The
amount owed from a loan transaction made in November 1998, amounting to US$100
                  million, with maturities until November 2005, secured by the collection
of the BCPs                   future inflows corresponding to the receivables and
advances made in Peru through the                   credit cards of Visa International
issued by foreign banks. In this transaction, Deutsche                   Bank AG. of
Germany acted as trustee for the securitization operation.  This obligation
                  will be paid 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 Deutsche Bank A.G. of Germany.  This                   transaction bears an annual
interest rate of 5.74 percent.  As of December 31, 2003 and                   2002, the
securitization obligation amounted to US$33.3 and US$48.4 million,
                  respectively.  This transaction is recorded as a secured borrowing.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
addition, BCP has signed an insurance policy with MBIA Insurance Corporation of New
                  York that guarantees the future cash inflows to pay the quarterly
payments with                   maturities November 2005.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | The
amount owed from a securitization transaction made by the BCP in January 2001
                  amounting to US$100 million, with maturity until January 2008,
corresponding to the                   future collection of the orders of payment in US
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.  This transaction bears
a monthly interest                   rate that fluctuates between 1.44 and 1.83 percent
(between 1.73 and 2.41 percent in                   2002).  As of December 31, 2003 and
2002 the balance of this obligation amounts to                   US$65.3 and US$78.2
million, respectively.  This transaction is recorded as a secured
                  borrowing.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(c)    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.  As of December 31, 2003
and 2002, these credit lines               are guaranteed with a loan portfolio amounting
to US$43.2 and US$18.4 million, respectively,               and include covenants
specifying the use of funds, financial conditions that the borrower               must
maintain and other administrative matters.

(d)    Maturities of due
to banks and correspondents are shown below, based in the remaining period
              to the repayment date:

|                  | 2003     | 2002    
|----------------- | -------- | --------
|                  | US$(000) | US$(000)
|                  |          |         
|Up to 1 year      | 96,311   | 130,961 
|From 1 to 5 years | 137,627  | 135,822 
|Over 5 years      | 39,796   | 42,915  
|                  |          |         
|                  |          |         
|Total             | 273,734  | 309,698 
|                  |          |         

F-39


---



13.    Bonds issued

(a)    This item is made
up as follows:

|                   | Weighted    |                         |          |         
|------------------ | ----------- | ----------------------- | -------- | --------
|                   | annual rate | Maturity                | 2003     | 2002    
|                   | %           |                         | US$(000) | US$(000)
|                   |             |                         |          |         
|Corporate bonds    | 6.29        | Between March 2004 and  |          |         
|                   |             | August 2006             | 55,409   | 36,561  
|Leasing bonds      | 5.93        | Between June 2004 and   |          |         
|                   |             | November 2010           | 232,993  | 350,191 
|Mortgage bonds     | 7.71        | Between May 2011 and    |          |         
|                   |             | April 2012              | 30,207   | 28,454  
|Subordinated bonds | 6.82        | Between August 2007 and |          |         
|                   |             | October 2010            | 97,140   | 68,349  
|                   |             |                         |          |         
|                   |             |                         |          |         
|Total              |             |                         | 415,749  | 483,555 
|                   |             |                         |          |         

(b)    Leasing and
mortgages loans are collateralized by the fixed assets financed by the Group with
              these resources.

(c)    The issued bonds
balance as of December 31, 2003 and 2002, classified by maturity, is shown
              below:

|                  | 2003     | 2002    
|----------------- | -------- | --------
|                  | US$(000) | US$(000)
|                  |          |         
|Up to 1 year      | 34,487   | 223,523 
|From 1 to 5 years | 247,005  | 101,846 
|Over 5 years      | 134,257  | 158,186 
|                  |          |         
|                  |          |         
|Total             | 415,749  | 483,555 
|                  |          |         

14.   Shareholders equity



(a)    Capital stock -
              As of December 31, 2003, 2002 and 2001, the capital stock is represented by
94,382,317               outstanding common shares, with a par value of US$5.

(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 as of December 31,
2003 and 2002 (14,920,825               shares as of 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.

F-40


---



(c)    Reserves -
              In accordance with the laws that regulate financial and insurance
activities of the Groups               subsidiaries, they are required to establish a
reserve of up to at least 35 percent of their               paid-in capital through
annual transfers of at least 10 percent of their net income.  These
              reserves amount to approximately US$247.1 and US$242.1 million as of
December 31, 2003 and               2002, respectively.  Also, include transfers from
retained earnings for an estimation of               generic provisions for previous
years for approximately US$34.6 million.

Credicorp has recorded
similar reserves on a consolidated basis, which are not subject to any
              restriction.

(d)    Dividends
distribution -               During 2003, 2002 and 2001, Credicorp paid cash dividends
for approximately US$23.9, US$16.0               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.

In accordance with
current Peruvian legislation, there is no restriction for overseas
              remittance of dividends or the repatriation of foreign investment.  As
explained in note 15,               since 2003 the tax regime applicable to dividends has
been modified.

(e)   Shareholders equity
for legal purposes (Regulatory capital) -               The minimum regulatory capital
for the subsidiaries engaged on financial activities               (hereafter the
financial group) amounted approximately to US$820.1 and US$809.4 million as
              of December 31, 2003 and 2002, respectively.  This regulatory capital has
been determined in               accordance with the Superintendencia de Banca y Seguros
del Perú regulations in force as of               such dates.  The assets and indirect
credits weighted by credit risk, determined by the               financial group, amount
approximately to US$5,367.3 million and US$576.9 million,               respectively,
generating a global ratio for credit and market risk of 10.8 times the
              regulatory capital of the financial group as of December 31, 2003 (9.6
times as of December               31, 2002).  According to the Banking law, this ratio
cannot be more than 11 times higher               than regulatory capital.

15.   Taxes

(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 percent of taxable income (as of               December 31,
2001 the income tax rate was 30 percent which could be reduced to 20 percent for
              the re-invested portion of the taxable income of the subsidiaries).
 Effective January 1,               2004, the tax rate was increased to 30 percent.

ASHC and its subsidiaries
are not subject to taxes in the Cayman Islands nor Panama. For the               years
ended December 31, 2003, 2002 and 2001, no taxable income was generated from its
              operations in the United States of America.

F-41


---



A reconciliation of the
differences between the statutory income tax rate and the effective               tax
rate for the Group is shown as follows:

|                                                                                      | 2003   | 2002  | 2001  
|------------------------------------------------------------------------------------- | ------ | ----- | ------
|                                                                                      | %      | %     | %     
|                                                                                      |        |       |       
|Peruvian statutory tax rate                                                           | 27.00  | 27.00 | 30.00 
|Increase (decrease) in the statutory tax rate due to:                                 |        |       |       
|(i) Increase (decrease) arising from net income of subsidiaries not domiciled in Peru | 6.00   | 8.00  | 2.00  
|(ii) Non-taxable costs (income), net                                                  | (2.00) | 3.00  | (9.00)
|(iii) Adjustment of deferred income tax for changes in rates                          | 2.00   | -     | 3.00  
|                                                                                      |        |       |       
|                                                                                      |        |       |       
|Effective income tax rate                                                             | 33.00  | 38.00 | 26.00 
|                                                                                      |        |       |       

(b)    In 2003, 2002 and
2001, the deferred income tax has been calculated on all temporary
              differences applied at an income tax rate of 30 percent for 2003 and 27
percent for 2002 and               2001. The income tax expense analysis as of December
31, 2003, 2002 and 2001, is as follows:

|                                                      | 2003     | 2002     | 2001    
|----------------------------------------------------- | -------- | -------- | --------
|                                                      | US$(000) | US$(000) | US$(000)
|Current -                                             |          |          |         
|Peruvian                                              | 33,206   | 34,344   | 23,266  
|In other countries                                    | 2,079    | 399      | 347     
|                                                      |          |          |         
|                                                      | 35,285   | 34,743   | 23,613  
|                                                      |          |          |         
|Deferred -                                            |          |          |         
|Peruvian                                              | 982      | (2,115)  | 392     
|Adjustment of deferred income tax for change in rates | 3,428    | -        | 1,130   
|                                                      |          |          |         
|                                                      | 4,410    | (2,115)  | 1,522   
|                                                      |          |          |         
|                                                      |          |          |         
|Total                                                 | 39,695   | 32,628   | 25,135  
|                                                      |          |          |         

A portion of the Groups
deferred tax asset arises from part of the provisions for sundry               risks and
for credit losses, which are not deductible for income tax purposes until they
              comply with all the requirements established by the tax authorities.
 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 mainly from the depreciation of certain buildings from the BCP and PPS
that is not acceptable for tax purposes and from leasing operations

F-42


---



The following table shows
a summary of the Groups deferred income taxes:

|                                                         | 2003     | 2002    
|-------------------------------------------------------- | -------- | --------
|                                                         | US$(000) | US$(000)
|                                                         |          |         
|Assets                                                   |          |         
|Allowance for credit losses                              | 10,023   | 5,693   
|Reserve for sundry risks                                 | 5,583    | 4,462   
|Tax loss carry-forward                                   | 1,590    | 2,136   
|Other                                                    | 3,109    | 567     
|                                                         |          |         
|                                                         | 20,305   | 12,858  
|Tax loss carry-forward of ASHC - Miami                   | -        | 4,831   
|Allowance for deferred tax corresponding to the tax loss |          |         
|carry-forward                                            | -        | (4,831) 
|                                                         |          |         
|Net deferred income tax assets                           | 20,305   | 12,858  
|                                                         |          |         
|                                                         |          |         
|Liabilities                                              |          |         
|Provision for assets seized                              | (7,479)  | (2,131) 
|Fixed assets                                             | (6,511)  | (8,412) 
|Leasing operations                                       | (4,507)  | (4,430) 
|Intangibles                                              | (3,731)  | (5,621) 
|Other                                                    | (794)    | (4,491) 
|                                                         |          |         
|Deferred income tax liabilities                          | (23,022) | (25,085)
|                                                         |          |         
|                                                         |          |         
|Net deferred income tax liability                        | (2,717)  | (12,227)
|                                                         |          |         

(c)    As of December 31,
2002, ASHCs Miami agency had United States federal tax loss carry               forwards
available to reduce future taxable income, if any, for approximately US$17.9
              million.  Due to the uncertainty regarding the Agencys ability to generate
future federal               and state taxable income needed to utilize the net deferred
tax assets, the net deferred tax               assets related to those tax loss
carry-forward were not recorded.  Such tax loss               carry-forward was not
recovered because the agency ceased operations during the year 2003.

(d)    The Peruvian tax
authorities have the right to review and, if necessary, amend the annual tax
              returns of the Peruvian subsidiaries. Fiscal years 2001 through 2003,
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 in the year when such tax is determined, if any.               At present, it
is not possible to estimate the adjustments that the tax authorities may
              determine.  However, in Managements opinion, it is not expected that any
additional               assessments will be determined in amounts considered significant
to the consolidated               financial statements as of December 31, 2003 and 2002.

F-43


---



16.   Stock options
on appreciation rights

As indicated in note
3(t), Credicorp has granted options over Credicorps stock appreciation rights        to
certain key executives and employees who have at least one year of service in Credicorp
or any        of its subsidiaries. The options expire after eight years and 25 percent of
the appreciation rights        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,        2003, 298,500 appreciation rights had been exercised (1,250 as of December 31,
2002) under this        plan for an approximate amount of US$1 million.

The number of stock
appreciation rights options outstanding and the price of such rights at        December
31, 2003, 2002 and 2001 are as follows:

|Year | Number of shares | 2003  | 2002  | 2001 
|---- | ---------------- | ----- | ----- | -----
|     |                  | US$   | US$   | US$  
|     |                  |       |       |      
|1999 | 366,000          | 8.94  | 9.09  | 9.39 
|2000 | 429,000          | 10.10 | 10.25 | 10.50
|2001 | 481,500          | 6.90  | 7.05  | 7.30 
|2002 | 515,000          | 8.58  | 8.73  | -    
|2003 | 569,750          | 9.77  | -     | -    

In 2003 and 2002, the
Group has recorded a provision for those options that could be executed
       corresponding to the difference between the price of the option and the quoted
price at the        consolidated balance sheet date (1,555,813 and 904,625,
respectively), amounting approximately to        US$8.4 and US$0.9 million, respectively.
 The provisions were recorded in the caption Remunerations        and employees benefits of
the consolidated statement of income.  The quoted price of the        Credicorps shares
in the New York Stock Exchange as of December 31, 2003, 2002 and 2001 was
       US$13.35, US$9.4 and US$8.75, respectively.

In 2003 and 2002, the
options prices were modified and informed to the executives of the Group.

F-44


---



17.    Off-balance
sheet accounts

(a)    This item is made
up as follows:

|                                               | 2003      | 2002     
|---------------------------------------------- | --------- | ---------
|                                               | US$(000)  | US$(000) 
|                                               |           |          
|Contingent credits                             |           |          
|Guarantees and stand by letters (c)            | 690,634   | 816,844  
|Import and export letters of credit (c)        | 152,942   | 140,086  
|                                               |           |          
|                                               | 843,576   | 956,930  
|                                               |           |          
|Responsibilities under credit lines agreements | 509,586   | 188,428  
|Financial derivative contracts, net (d)        | 135,647   | 269,500  
|Swaps contracts (e)                            | 98,083    | 10,784   
|                                               |           |          
|                                               |           |          
|Total                                          | 1,586,892 | 1,425,642
|                                               |           |          

(b)    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 consolidated 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. The Groups exposure to losses
under commitments               to extend credit, provide export and import letters of
credit and guarantees is represented               by the contractual amount specified in
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, note 7, when it is deemed
necessary. Collateral held varies, but may               include deposits held in
financial institutions, securities or other assets.

Due to the fact that many
of the contingent transactions are expected to expire without any
              performance being required, the total committed amounts do not necessarily
represent future               cash requirements.

(c)    Export and import
letters of credit and guarantees and stand by letters 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 mainly issued as
credit enhancements for overseas               commercial transactions. Risks associated
with these credits are reduced by the participation               of third parties.

(d)    As of December 31,
2003 and 2002, Credicorp has derivatives transactions related to purchase
              and sale agreements for foreign currency forwards.  Foreign currency
forwards are commitments               to buy or sell currency at a future date at a
contracted price.  Risk arises from the               possibility that the counter-party
to the transaction does not perform as agreed.  As of               December 31, 2003 and
2002, forward foreign currency purchase and sale agreements referred to
              above include nominal amounts of approximately US$313.9 and US$530.6
million, respectively,               see note 22, with maturities not greater than one
year.

F-45


---



These agreements are executed to               satisfy client requirements and are
recognized in the financial statements at fair market               value.

(e)    Interest rate
swaps are derivatives contracts that exchange variable interest rates for fixed
              interest rates.  The risk arises each time the projected level of the
variable rate during               the term of the operation is higher than the swap
rate, as well as from non-compliance with               contractual terms by one of the
parties.  As of December 2003, the notional amount of               interest rate swap
contracts in force was approximately US$98.1 million (approximately               US$10.8
million at December 31, 2002).  These contracts are recorded at fair market value.

18.    Net premiums
earned

In the ordinary course of
its business PPS, Credicorps subsidiary, engages in insurance activities        and
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, 2003, 2002 and 2001 are as follows:

|                                | Grossamount | Ceded toothercompanies | Assumedfrom othercompanies | Net premiumsearned | Percentage of amountassumed on netpremiums
|------------------------------- | ----------- | ---------------------- | -------------------------- | ------------------ | ------------------------------------------
|                                | US$(000)    | US$(000)               | US$(000)                   | US$(000)           |                                           
|                                |             |                        |                            |                    |                                           
|As of December 31, 2003         |             |                        |                            |                    |                                           
|Life insurance                  | 32,340      | (2,482)                | 311                        | 30,169             | 1.03                                      
|Accident and health insurance   | 59,531      | (3,718)                | 7                          | 55,820             | 0.01                                      
|Property and casualty insurance | 108,045     | (72,270)               | 3,351                      | 39,126             | 8.56                                      
|                                |             |                        |                            |                    |                                           
|Total premiums                  | 199,916     | (78,470)               | 3,669                      | 125,115            | 2.93                                      
|                                |             |                        |                            |                    |                                           
|                                |             |                        |                            |                    |                                           
|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                                      
|                                |             |                        |                            |                    |                                           

F-46


---



|                                | Grossamount | Ceded toothercompanies | Assumedfrom othercompanies | Net premiumsearned | Percentage of amountassumed on netpremiums
|------------------------------- | ----------- | ---------------------- | -------------------------- | ------------------ | ------------------------------------------
|                                | US$(000)    | US$(000)               | US$(000)                   | US$(000)           |                                           
|                                |             |                        |                            |                    |                                           
|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                                      
|                                |             |                        |                            |                    |                                           

19.    Other income
and expenses

This item is made up as
follows:

|                                                         | 2003     | 2002     | 2001    
|-------------------------------------------------------- | -------- | -------- | --------
|                                                         | US$(000) | US$(000) | US$(000)
|Other income                                             |          |          |         
|Recoveries of other accounts receivable and other assets | 4,801    | 5,213    | 5,307   
|Real estate rental income                                | 2,436    | 687      | 877     
|Recoveries of provisions for sundry risks                | 3,818    | 4,337    | -       
|Income from the sale of assets seized                    | 551      | 146      | 2,142   
|Other                                                    | 11,621   | 1,268    | 4,204   
|                                                         |          |          |         
|                                                         |          |          |         
|Total other income                                       | 23,227   | 11,651   | 12,530  
|                                                         |          |          |         
|                                                         |          |          |         
|Other expenses                                           |          |          |         
|Commissions                                              | 13,468   | 10,449   | 10,537  
|Provision for sundry risks, note 10(e)                   | 2,022    | 4,649    | 13,317  
|Provisions for other operational expenses                | 1,639    | 1,907    | 3,392   
|Provisions for other account receivables                 | 4,944    | 5,033    | 5,862   
|Other                                                    | 5,673    | 5,713    | 1,511   
|                                                         |          |          |         
|                                                         |          |          |         
|Total other expenses                                     | 27,746   | 27,751   | 34,619  
|                                                         |          |          |         

F-47


---



20.        Earnings
per share

The earnings per common
share have been determined as follows:

|                                                                | 2003         | 2002         | 2001        
|--------------------------------------------------------------- | ------------ | ------------ | ------------
|                                                                |              |              |             
|Number of outstanding shares:                                   |              |              |             
|Common shares, note 14(a)                                       | 94,382,317   | 94,382,317   | 94,382,317  
|Less: treasury shares                                           | (14,634,925) | (14,634,925) | (14,920,825)
|                                                                |              |              |             
|Total outstanding shares                                        | 79,747,392   | 79,747,392   | 79,461,492  
|                                                                |              |              |             
|                                                                |              |              |             
|Net income (in thousands of United States dollars)              | 80,607       | 42,383       | 54,513      
|                                                                |              |              |             
|                                                                |              |              |             
|Basic and diluted earnings per share (in United States dollars) | 1.01         | 0.53         | 0.69        
|                                                                |              |              |             

21.
       Financial information by industry and geographical area

The Group is organized on
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.

F-48


---



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, 2003:

(a)        Segments of
business by industry (amounts expressed in million of U.S. dollars):

|                    | External revenues | Revenues from other segments | Eliminations | Total revenues | Operating income (*) | Total assets | Fixed assets | Depreciation and amortization | Other provisions (**)
|------------------- | ----------------- | ---------------------------- | ------------ | -------------- | -------------------- | ------------ | ------------ | ----------------------------- | ---------------------
|2003 -              |                   |                              |              |                |                      |              |              |                               |                      
|Banking             | 703               | 29                           | (29)         | 703            | 364                  | 6,912        | 217          | 36                            | 80                   
|Insurance           | 125               | 12                           | (12)         | 125            | 26                   | 587          | 33           | 5                             | -                    
|Brokerage and other | 84                | 108                          | (108)        | 84             | 21                   | 795          | 15           | 3                             | -                    
|                    |                   |                              |              |                |                      |              |              |                               |                      
|Total consolidated  | 912               | 149                          | (149)        | 912            | 411                  | 8,294        | 265          | 44                            | 80                   
|                    |                   |                              |              |                |                      |              |              |                               |                      
|                    |                   |                              |              |                |                      |              |              |                               |                      
|2002 -              |                   |                              |              |                |                      |              |              |                               |                      
|Banking             | 697               | 38                           | (38)         | 697            | 343                  | 7,671        | 257          | 33                            | 115                  
|Insurance           | 145               | 12                           | (12)         | 145            | 27                   | 408          | 31           | 4                             | -                    
|Brokerage and other | 26                | 76                           | (76)         | 26             | 11                   | 551          | 2            | 4                             | -                    
|                    |                   |                              |              |                |                      |              |              |                               |                      
|Total consolidated  | 868               | 126                          | (126)        | 868            | 381                  | 8,630        | 290          | 41                            | 115                  
|                    |                   |                              |              |                |                      |              |              |                               |                      
|                    |                   |                              |              |                |                      |              |              |                               |                      
|2001 -              |                   |                              |              |                |                      |              |              |                               |                      
|Banking             | 821               | 38                           | (38)         | 821            | 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                             | -                    
|                    |                   |                              |              |                |                      |              |              |                               |                      
|Total consolidated  | 1,024             | 126                          | (126)        | 1,024          | 391                  | 7,582        | 259          | 43                            | 127                  
|                    |                   |                              |              |                |                      |              |              |                               |                      

F-49


---



(b)        Segment
information by geographical area (amounts expressed in million of U.S. dollars):

|                         |        | 2003       |        |        | 2002       |        |        | 2001       |       
|------------------------ | ------ | ---------- | ------ | ------ | ---------- | ------ | ------ | ---------- | ------
|                         |        |            |        |        |            |       
|                         | Total  | Operating  | Total  | Total  | Operating  | Total  | Total  | Operating  | Total 
|                         | income | income (*) | assets | income | income (*) | assets | Income | income (*) | assets
|Peru                     | 788    | 326        | 6,208  | 714    | 332        | 6,809  | 774    | 304        | 5,325 
|Panama                   | 20     | 2          | 264    | 2      | 2          | 72     | 2      | 2          | 23    
|Cayman Islands           | 10     | 9          | 880    | 43     | 8          | 706    | 87     | 13         | 1,018 
|Bolivia                  | 47     | 34         | 446    | 57     | 29         | 475    | 80     | 43         | 656   
|Republic of El Salvador  | -      | -          | -      | -      | -          | -      | 19     | 7          | -     
|Colombia                 | 42     | 38         | 300    | 46     | 9          | 280    | 52     | 20         | 395   
|United States of America | 5      | 2          | 196    | 6      | 1          | 288    | 10     | 2          | 165   
|                         |        |            |        |        |            |        |        |            |       
|Total consolidated       | 912    | 411        | 8,294  | 868    | 381        | 8,630  | 1,024  | 391        | 7,582 
|                         |        |            |        |        |            |        |        |            |       

|(*) | 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 the allowance for credit losses.
|---- | -----------------------------------------------------------------------------------------------

F-50


---



22.
       Financial instruments

The Groups activities
are mainly 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 security
letters.

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.  Entering into counterbalancing positions,
thereby controlling the variability in the net cash amounts            required to
liquidate market positions, normally offsets foreign exchange exposures associated with
derivatives.

Market risks -  The Group takes on exposure to market risks.  Market risks arise from open
positions in interest rate, currency and equity products, all of which are exposed to
general and specific market movements.  The Group applies a value at risk methodology
           to estimate the market risk of position held and the maximum losses expected,
based upon a number of assumptions for various changes in market conditions.  The
management sets limits on the value of risk that may be accepted, which is monitored on
           a daily basis.

The daily market value at
risk measure (VAR) is an estimate, of the potential loss that might arise if the current
positions were to be held unchanged for one business day.  The measurement is structured
so that daily losses exceeding the VAR            figure should occur, on average, not
more than once every day.  Actual outcomes are monitored regularly to test the validity
of the assumptions and parameters used in the VAR calculation.

Since VAR constitutes an
integral part of the Groups market risk control regime, management for all trading and
portfolio operations establishes VAR limits.  However, the use of this approach does not
prevent losses outside the limits established            in the even of more significant
market movements.

Liquidity risk - The Group is expose to daily calls on its available cash resources from
overnight deposits, current accounts, maturing deposits, loan drawdowns, guarantees and
other calls.  The Group does not maintain cash resources to meet all of these needs as
           experience shows that a minimum level of reinvestment of maturing funds can be
predicted with a high level of certainty.  The Management of the Group subsidiaries sets
limits on the minimum

F-51


---



proportion of maturing funds available to meet such calls
           and on the minimum level of Interbank and other borrowing facilities that
should be in place to cover withdrawals at unexpected levels of demands.

The notes to the
financial statements include an analysis of the assets and liabilities of the Group by
maturity groupings based on the remaining period at the balance sheet date to the
contractual maturity date.

Liquidity requirements to
support calls under guarantees and standby letters of credit are considerably less than
the amount of the commitment because the Group does not generally expect the third party
to draw funds under the agreement.  The total            outstanding contractual amount
of commitments to extend credit does not necessarily represent future cash requirements,
since many of these commitments will expire or terminate without being funded.

Interest rate risk -The Group is exposed to the effects of fluctuations in the prevailing levels
of market interest rates on its financial position and cash flows.  Interest margins may
increase as a result of such changes but may reduce or create losses in the event
           that unexpected movements arise.  The Management of the Group sets limits on
the level of mismatch of interest rate repricing that may be undertaken.  These limits
are monitored daily; however, the Group is mainly engaged in providing short-term
           financing, at variable interest rates.  Resources for trading finance are
mainly obtained from short-term liabilities, the interests of which are agreed at fixed
and variable rates prevailing in the markets that are located the Groups subsidiaries.

Loans, customer deposits
and other financing instruments are subject to risks derived from interest rate
fluctuations. The relevant contract maturity characteristics and interest rates of such
financial instruments are disclosed in notes 7, 11 and            13.

F-52


---



Currency risk - Most assets and
liabilities are maintained in U.S. dollars.  Foreign currency transactions are made at
the free market exchange rates of the countries where Credicorps subsidiaries are
established.  As of December 31,            2003 and 2002 the Groups assets and
liabilities by currencies are as follows:

|                                | 2003         | 2002           
|------------------------------- | ------------ | ---------------
|                                |              |                
|                                | U.S. dollars | Peruviannew sol
|                                | US$(000)     | US$(000)       
|Assets -                        |              |                
|Cash and due from banks         | 1,443,208    | 139,514        
|Trading securities              | 31,843       | 28,196         
|Loans                           | 3,469,891    | 637,200        
|Other assets                    | 1,767,266    | 632,643        
|                                |              |                
|                                | 6,712,208    | 1,437,553      
|                                |              |                
|Liabilities -                   |              |                
|Deposits and obligations        | (4,631,187)  | (1,306,463)    
|Due to banks and correspondents | (79,284)     | (162,150)      
|Bonds issued                    | (294,028)    | (121,721)      
|Other liabilities               | (484,607)    | (128,392)      
|                                |              |                
|                                | (5,489,106)  | (1,718,726)    
|                                |              |                
|                                | 1,223,102    | (281,173)      
|                                |              |                
|Forward positions               | (135,647)    | 127,590        
|                                |              |                
|Net position                    | 1,087,455    | (153,583)      
|                                |              |                
|Net monetary position (*)       | 573,548      | 121,618        
|                                |              |                

|(*) | Exclude
all non-monetary assets (mainly property, furniture and equipment, assets seized,
intangible and goodwill) of the consolidated balance sheets as of December 31, 2003 and
2002.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-53


---



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.  The exposure to any one borrower including banks and            investments, is
further restructured by sub-limits covering on and off-balance sheet exposures and daily
delivery risk limits to trading items.  Actual exposure against limits are monitored
daily.

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 an on going
enterprise.

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s 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; in consequence, their fair value are equivalent to their book
value.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Trading
securities and investments available-for-sale are generally quoted on exchanges.
 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 allowance for loan losses, which
are considered by Management as the estimated amount recoverable at the date of
                  the consolidated financial statements.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-54


---



|- | Market
value of deposits and obligations is similar to their book value; principally because of
their liquid 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.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Derivatives instruments - Except for currency
forwards and interest rate swaps, as indicated in note 17(d) and (e), the Group does not
enter into other agreements, generally described as derivative transactions.  The Group
records these derivatives at their fair market value; therefore there            are no
differences with their book values.

Currency forward
contracts represent commitments to purchase or sell foreign and domestic currency on a
specified term.  In these contracts there are not cash flows at the beginning of the
transaction.  The payments are made at the date of expiration, when
           surrendering and receiving local or foreign currency if it is buying or
selling, respectively.

The Group maintains
strict control on the limits and net derivative positions.  For the foreign currency
contracts and swaps of interest rates maximum levels have been established 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.

The notional amounts of
forward contracts 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
favorable (assets) or unfavorable (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 outstanding, and their
aggregate fair value can fluctuate significantly from time to time.

As of December 31, 2003
and 2002, the notional amounts of the outstanding contracts are approximately US$313.9
and US$530.6 million, respectively, which have maturities of less than a year.  As of
December 31, 2003 and 2002 the forward contracts net position is an            oversell
of U.S. dollars of approximately US$135.6 and US$269.5 million, respectively.  The fair
value of the asset and liability forward contracts as of December 31, 2003 amounted
approximately to US$4.0 and US$1.1 million, respectively (approximately US$8.2 and
           US$0.2 million as of December 31, 2002), and are included under the caption Other
assets and other liabilities of the consolidated balance sheet, respectively.  In
addition, as of December 31, 2003 and 2002, the notional amount of the outstanding swap
contracts            amounted to US$98.1 and US$10.8 million, respectively.

F-55


---



23.
       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
26702, which regulates and limits certain transactions with employees,
           directors and officers of a bank or an insurance company.  As of December 31,
2003 and 2002, loans and other credits to employees of the Group are as follows:

|               | 2003     | 2002    
|-------------- | -------- | --------
|               | US$(000) | US$(000)
|               |          |         
|Mortgage loans | 9,503    | 16,114  
|Other loans    | 1,841    | 4,797   
|               |          |         
|               |          |         
|Total          | 11,344   | 20,911  
|               |          |         

As of December 31, loans
and other contingent credits to related parties comprise:

|                 | 2003     | 2002    
|---------------- | -------- | --------
|                 | US$(000) | US$(000)
|                 |          |         
|Direct loans     | 66,474   | 73,195  
|Contingent loans | 6,905    | 10,468  
|                 |          |         
|                 |          |         
|Total            | 73,379   | 83,663  
|                 |          |         

As of December 31, 2003,
direct and contingent credits to related companies comprise approximately 1.46 and 0.88
percent, respectively (1.49 percent and 1.09 percent, respectively, as of December 31,
2002), of the total portfolio of            direct loans of the Group, which are ranked
in the following risk categories:

|                   | 2003  | 2002 
|------------------ | ----- | -----
|                   | %     | %    
|                   |       |      
|Normal             | 59.5  | 34.8 
|Potential problems | 34.4  | 46.3 
|Substandard        | 6.1   | 14.8 
|Doubtful           | -     | 4.1  
|                   |       |      
|                   |       |      
|Total              | 100.0 | 100.0
|                   |       |      

In addition, the Group
has investments available-for-sale in related entities for approximately US$9.0 and
US$20.0 as of December 31, 2003 and 2002, respectively.

F-56


---



24.
       Significant differences between International Financial Reporting Standards and
United States Generally Accepted Accounting Principles

The accompanying
consolidated financial statements are prepared in accordance with International Financial
Reporting Standards (IFRS).  A description of the significant differences between IFRS
and U.S. generally accepted accounting            principles (U.S. GAAP) follows:

(a)        Allowance for
credit losses -                       Management believes that there is no significant
difference between the amount of the reserve for loan losses provided under IFRS 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, 2003 and 2002
to cover any known losses and any losses that have not been specifically identified in
the loan portfolio.

(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 39 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 2003, 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
IFRS 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 2003 and 2002, and no
impairment                       loss was required.

F-57


---



(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 IFRS are summarized below:

|                                                                                                                               | For the year ended December 31,
|------------------------------------------------------------------------------------------------------------------------------ | -------------------------------
|                                                                                                                               |                                
|                                                                                                                               | 2003                           
|                                                                                                                               | US$(000)                       
|                                                                                                                               |                                
|Net income in accordance with IFRS                                                                                             | 80,607                         
|                                                                                                                              
|Additions (deductions):                                                                                                        |                                
|Reversal of amortization of goodwill                                                                                           | 4,223                          
|Valuation of trading securities at their market value                                                                          | -                              
|Deferred income tax                                                                                                            | -                              
|Minority interest                                                                                                              | -                              
|                                                                                                                               |                                
|Net income in accordance with U.S. GAAP                                                                                        | 84,830                         
|                                                                                                                               |                                
|                                                                                                                               |                                
|                                                                                                                               |                                
|Net income per share in accordance with U.S. GAAP based on     weighted
average number of shares issued and in circulation     | 1.06                           
|                                                                                                                               |                                
|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 IFRS are as follows:

|                                                  | As of December 31,
|------------------------------------------------- | ------------------
|                                                  |                   
|                                                  | 2003              
|                                                  | US$(000)          
|                                                  |                   
|Shareholders equity in accordance with IFRS      | 910,730           
|                                                  |                   
|Additions                                         |                   
|Reversal of amortization of goodwill              | 7,256             
|                                                  |                   
|                                                  |                   
|Shareholders equity in accordance with U.S. GAAP | 917,986           
|                                                  |                   

F-58


---



The changes in
shareholders equity of the Group under U.S. GAAP are summarized below:

|                                      | For the year ended December 31,
|------------------------------------- | -------------------------------
|                                      |                                
|                                      | 2003                           
|                                      | US$(000)                       
|                                      |                                
|Balances as of January 1              | 826,833                        
|                                      |                                
|Cash dividends                        | (23,922)                       
|Decrease (increase) in treasury stock | -                              
|Other comprehensive income (loss)     | 30,245                         
|                                      |                                
|Net income                            | 84,830                         
|                                      |                                
|                                      |                                
|Balances as of December 31            | 917,986                        
|                                      |                                

(f)        Other
comprehensive income -

|                                                                                      | For the year ended December 31,
|------------------------------------------------------------------------------------- | -------------------------------
|                                                                                      |                                
|                                                                                      | 2003                           
|                                                                                      | US$(000)                       
|                                                                                      |                                
|Net income in accordance with U.S.GAAP                                                | 84,830                         
|                                                                                      |                                
|Unrealized (losses) gains arising during the period, net of tax and minority interest | 18,844                         
|Transfer of realized losses (gains) to net income                                     | 11,401                         
|                                                                                      |                                
|Other comprehensive (loss) income                                                     | 30,245                         
|                                                                                      |                                
|                                                                                      |                                
|Comprehensive Income                                                                  | 115,075                        
|                                                                                      |                                

Cumulative other
comprehensive income (loss) is as follows:

|                       | For the year ended December 31,
|---------------------- | -------------------------------
|                       |                                
|                       | 2003                           
|                       | US$(000)                       
|                       |                                
|Beginning balance      | (9,495)                        
|Current period changes | 30,245                         
|                       |                                
|                       |                                
|Ending balance         | 20,750                         
|                       |                                

F-59


---





(g)        Commitments
and guarantees -                       The disclosures required for FIN 45 applicable to
Credicorps operations are as follow:

Commitments to
extend credit -  Commitments include
consumer credit lines an other consumer that are cancelable upon notification to the
consumer.  In addition commitments to extend credit are legally binding and generally
have fixed expiration dates or                       other termination clauses.  The
contractual amount represents the Company's exposure to credit loss, in the event of
default by the borrower.  The Group manages this credit risk by using the same credit
policies it applies to                       loans.  Collateral is obtained to commercial
commitments based on management's credit assessment of the borrower.  Since the Group
expects many of the commitments to expire without being drawn, total commitment amounts
do not                       necessarily represent the Group's future liquidity
requirements.  The contract or notional amounts of commitments to extend credit at
December 31, 2003, were as follows:

|                      | Expire within 1 year | Expire after 1 year | Total   
|--------------------- | -------------------- | ------------------- | --------
|                      | US$(000)             | US$(000)            | US$(000)
|                      |                      |                     |         
|Consumer credit cards | 3,311                | 475,998             | 479,309 
|Commercial            | 22,094               | -                   | 22,094  
|Other consumer        | 8,183                | -                   | 8,183   
|                      |                      |                     |         
|                      | 33,588               | 475,998             | 509,586 
|                      |                      |                     |         

Letters of credit
and guarantees -Standby letters of credit
are conditional commitments the Group issues to guarantee the performance of a customer
to a third-party.  The guarantees frequently support public and private borrowing
arrangements, including                       commercial paper issuances, bond financings
and other similar transactions.  The Group issues commercial letters of credit on behalf
of customers to ensure payment or collection in connection with trade transactions.  In
the                       event of a customer's nonperformance, the Group's credit loss
exposure is the same as in any extension of credit, up to the letter's contractual
amount.  Management assesses the borrower's credit to determine the necessary
                      collateral, which may include marketable securities, real estate,
accounts receivable and inventory.  Since the conditions requiring the Group to fund
letters of credit may not occur, the Group expects its liquidity
                      requirements to be less than the total outstanding commitments.
 The maximum potential future payments guaranteed by the Group understand by letter of
credit and guarantees arrangements at December 31, 2003, were approximately
                      $690.6 million with a weighted average term of approximately 24
months.  The estimated fair value of standby letters of credit and guarantees was
approximately $0.7 million at December 31, 2003.  The contract or notional
                      amounts of letters of credit and guarantees at December 31, 2003,
were as follows:

F-60


---



|                                         | Expire within 1 year | Expireafter 1 year | Total   
|---------------------------------------- | -------------------- | ------------------ | --------
|                                         | US$(000)             | US$(000)           | US$(000)
|                                         |                      |                    |         
|Standby letters of credit and guarantees | 579,857              | 110,777            | 690,634 
|Commercial                               | 148,506              | 4,436              | 152,942 
|                                         |                      |                    |         
|                                         | 728,363              | 115,213            | 843,576 
|                                         |                      |                    |         

Fiduciary
activities -The Group provides
investment management to third parties that 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, 2003, the assigned value of the financial assets under administration
amounts to approximately                       US$634.5 million (US$544.8 million in
2002).

In addition, as of
December 31, 2003 the net equity of the investment mutual funds managed by the
subsidiaries of the Group amount to approximately US$1,017.8 million (US$904.8 million in
2002).

(h)        Recently U.S.
GAAP pronouncements -

|- | Costs
Associated with Exit or Disposal Activities                              SFAS 146, Accounting
for Costs Associated with Exit or Disposal Activities (SFAS 146) requires that a
liability for costs associated with exit or disposal activities, other than in a business
combination, be                              recognized when the liability is incurred.
 Previous generally accepted accounting principles provided for the recognition of such
costs at the date of managements commitment to an exit plan. In addition, SFAS 146
                             requires that the liability be measured at fair value and be
adjusted for changes in estimated cash flows.  The provisions of the new standard are
effective for exit or disposal activities initiated after December 31,
                             2002.  Credicorp has assessed the impact in its financial
statements as of December 31, 2003 of applying the SFAS 146 since January 1, 2003 (the
effective date for its application) and conclude that there are not
                             material effects for its consolidated financial statements.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Derivative
Instruments and Hedging Activities                              SFAS 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities (SFAS 149) amends and
clarifies accounting for derivative instruments, including certain derivative instruments
embedded in other                              contracts, and for hedging activities
under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS
133).  In particular, this SFAS 149 clarifies under what circumstances a contract with an
                             initial net investment meets the characteristic of a
derivative and when a derivative contains a financing component that warrants special
reporting in the statement of cash flows.  This Statement is generally effective
                             for contracts
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-61


---



| | entered into or modified after June 30, 2003
and did not have a material impact on the Credicorps Consolidated Financial Statements.
| | -------------------------------------------------------------------------------------------------------------------------------------

|- | Liabilities
and Equity                              SFAS 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (SFAS 150) establishes
standards for how an issuer measures certain financial instruments with characteristics
                             of both liabilities and equity and classifies them in its
statement of financial position. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
                             circumstances) when that financial instrument embodies an
obligation of the issuer. SFAS 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective July 1, 2003,
                             and did not have a material impact on the Credicorps
Consolidated Financial Statements.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Consolidation
of  Variable Interest Entities                              In January 2003, the
Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46). In
December 2003, the FASB                              modified FIN 46 to make certain
technical corrections and address certain implementation issues that had arisen. FIN 46
provides a new framework for identifying variable interest entities (VIEs) and
determining when a                              company should include the assets,
liabilities, non-controlling interests and results of activities of a VIE in its
consolidated financial statements. The provisions of FIN 46 are effective for the year
ending December                              31, 2004. The Company believes that the
adoption of FIN 46 will not have a significant impact on the Companys operating results
or financial condition.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Guarantees
and Indemnifications                              In November 2002, FASB issued FASB
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45), which
requires that, for                              guarantees within the scope of FIN 45
issued or amended after December 31, 2002, a liability for the fair value of the
obligation undertaken in issuing the guarantee be recognized.  The impact of adopting FIN
45 as of                              December 31,2003 was not material for Credicorps
consolidated financial statements.  FIN 45 also requires additional disclosures in
financial statements for periods ending after December 15, 2002, which are included in
                             paragraph (g) above.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i)        Recently
issued IFRS - Over the past year and until the date of the issuance of this report, the
IASB has been in the process of revising previously issued International Accounting
Standards known as the Improvements Project and issuing new standards existing guidance
did not exist such as IFRSs 2, 3, 4 and 5.  None of the revisions to existing IAS or the
newly issued IFRSs were required to be adopted for the year-ended December 31, 2003.  The
Group is currently in the process of assessing the impact of adopting the revised IASs
and newly issued IFRSs although, at this time, it is not expected that their adoption
will have a material impact on the financial condition of the Group.

F-62


---



Table of Contents


|Dongo-Soria Gaveglio
     y Asociados
    Sociedad Civil
  Firma
    Miembro de PricewaterhouseCoopers
    Av. Canaval y Moreyra 380 
  Lima 27, Peru
  Apartado 1434-2869
Telfs.: (51 1) 211-6500  411-5800
Fax   : (51 1) 442-6522  211-6565
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



REPORT OF INDEPENDENT AUDITORS

February
  12, 2003

We have
  audited the accompanying consolidated balance sheets of Credicorp Ltd.
  (a Bermuda limited liability company) and subsidiaries as of December 31, 2002
  and the related consolidated statements of income, of changes in shareholders'
  equity and of cash flows for each of the two 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 the results of their operations and
  their cash flows for each of the two 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 two 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 24 to the consolidated financial statements.



Countersigned by

(partner)
 Arnaldo Alvarado L.
 Peruvian Public Accountant
Registration No. 7576



EXHIBIT INDEX

|1.1 |  | Bye-Laws
of Credicorp Ltd., as amended February 28, 2002,  incorporated  herein by reference to
Exhibit 1.1         to Credicorps Annual Report on Form 20-F dated June 27, 2003
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|1.2 |  | Memorandum
 of  Association  of  Credicorp  Ltd.,  incorporated  herein  by  reference  to  Exhibit
 1.2 to         Credicorps Annual Report on Form 20-F dated June 27, 2003
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8 |  | List
of Subsidiaries,  incorporated  herein by reference to Exhibit 8 to Credicorps  Annual
Report on Form         20-F dated June 27, 2003
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------

|99.1 |  | Certifications
Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002
|---- |  | -----------------------------------------------------------------------------

|99.2 |  | Certifications
Pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
|---- |  | -----------------------------------------------------------------------------

126



Table of Contents


Exhibit 99.1

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 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 report;

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

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

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

b) evaluated the
effectiveness of the companys disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this
report any change in the companys internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the companys internal control over financial
reporting; and

5. The companys other
certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the companys auditors and the audit
committee of the companys board of directors (or persons performing the equivalent
functions):

a) all significant
deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the companys ability
to record, process, summarize and report financial information; and

b) any fraud, whether or
not material, that involves management or other employees who have a significant role in
the companys internal control over financial reporting.

/s/ DIONISIO ROMEROName:
Dionisio RomeroTitle: Chief Executive Officer



Form of Certification
on Form 20-F

I, Walter Bayly, certify
that:

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

2. Based on my knowledge,
this 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 report;

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

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

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

b) evaluated the
effectiveness of the companys disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this
report any change in the companys internal control over financial reporting that
occurred during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the companys internal control over financial
reporting; and

5. The companys other
certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the companys auditors and the audit
committee of the companys board of directors (or persons performing the equivalent
functions):

a) all significant
deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the companys ability
to record, process, summarize and report financial information; and

b) any fraud, whether or
not material, that involves management or other employees who have a significant role in
the companys internal control over financial reporting.

/s/ WALTER BAYLYName:
Walter BaylyTitle: Chief Financial and Accounting Officer

Table of Contents


Exhibit 99.2

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
Chairman Executive Officer of Credicorp Ltd. (the Company).

2.       To my
knowledge:

(A)      The Companys
 Annual Report on Form 20-F for the year ended  December 31, 2003  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 28, 2004

/s/ DIONISIO ROMEROName:
 Dionisio RomeroTitle:  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  December 31, 2003  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 28, 2004

By: /s/ WALTER BAYLYName:
Walter BaylyTitle: Chief Financial and Accounting Officer