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					                                                     2008 Annual Report

          The important thing about growing is to




Welcome
          continue resolutely on our set path. That is why

          we at Banco de Comercio have become more

          and more focused on achieving and surpassing

          all of our goals: on a personal level by pushing

          ourselves to the limit; as a team, by obtaining

          positive results; and most importantly, by

          ensuring the satisfaction of those to whom we

          owe our drive to succeed: our customers.




          Reaching important goals in 2008 motivates

          us to continue on our path to success, which

          means progress for all families that put their

          trust in us.




                                                                   1
Contenido




            Corporate Philosophy        04

            Letter to Shareholders      07




             1. Macroeconomic Environment                                                   4. Business Units
                                             Global Outlook                            14
                                             Latin America                             16
                                             Domestic Outlook                          17
                                             Banking System                            21
             2. Banco de Comercio            Legal Framework                           26
                                             Description of Banco de Comercio

                                             Economic Group                            28
                                             Description of the Operations             30
                                             Board of Directors and Management Staff   31
                                             Network of Branches and Special Offices   33
             3. Management Report                                                           5. Support Units
                                             Risk Rating                               37
                                             Loans and Deposits                        38
                                             Income Statement                          40
                                             Financial Indicators                      41




                                                                                                                2
                                                                                             2008 Annual Report




Peruvian Armed Forces (FFAA) and        6. Miscellaneous        Stock Exchange Listing                         68
 Police Force (PNP) Banking        44                           Preparation of Audited Financial Statements    69
Medium-Sized Business Banking      46                           Changes of Officers in Charge of Preparing

Small Business Banking             47                              and Reviewing the Financial Information     69
Personal Banking                   48                           Legal, Administrative or Arbitration

Trusts                             49                               Proceedings                                70
International Businesses           50                           Cultural and Social Responsibility             70
Treasury                           51
                                        7. Board of Directors   The Board of Directors                         79
Capital Market                     52      and Management
                                                                The Management                                 87

Risk Management                    56   8. Good Corporate
                                           Governance                                                          91
Human Resources                    60
Information Technology             62
                                        9. Independent
Internal Auditing                  63     Auditors’ Report                                                    151
Strategic Projects

Division                           64



                                                                                                                    3
Corporate Strategic Philosophy




                                 4
                                               2008 Annual Report

  MISSION
          To treat our individual customers, companies
WHO
          and their employees like family.


          To offer straight-forward, high-quality
WHAT      products, promptly delivered at a fair price
          through superior service.


          We focus on our customers and their needs
HOW       with a proactive and innovative attitude
          We are a team of united employees who are
          proud of their bank.



                        WHY




   VISION
To be the leader among banks of its category
with nationwide service, with a recognized
brand and consolidated business in Armed
Forces - Peruvian Police Banking and Business
Banking, strategically positioning itself in the
Consumer Banking and Medium, Small and
Microbusinesses Banking.


              Loyalty
              Respect
VALUES
              Honesty
              Excellence
              Punctuality



                                                             5
Wilfredo Lafosse Quintana
Chairman of the Board of Directors




                            6
                                                                                                       2008 Annual Report

                             At the end of 2008, the international economic and financial scenario was plagued by countless
Letter to the Shareholders   events that ended up turning the so-called “turbulence of the financial markets” into a true
                             worldwide crisis. While the largest banks in the world suffered exorbitant losses or merged with
                             and into other banks, or simply shut down operations for their liquidation, the governments of the
                             major powers met at well-publicized international summits to design detailed plans that, when
                             executed in unison, could counteract the imminent crisis and rebuild the confidence of the world’s
                             different financial hubs.


                             Nevertheless, this reaction was not enough. The real sector of the developed economies had already
                             been affected and the outlook for emerging economies had become gloomy. For this reason, many
                             countries around the world, including our neighbors in the region, closed out 2008 in a recession or
                             with a decreased rhythm of production growth.


                             Fortunately, all of these international events occurred when Peru was at its most financially solid point
                             in history. The Gross Domestic Product (GDP) rose by 9.84% in 2008, the highest rate in the last 14
                             years. The credits of the Peruvian banking system also grew by 37.5% with no greater impacts on
                             the delinquency rates. Likewise, Peruvian banking continued to be one of the most attractive in the
                             world as a result of its heightened profitability and the low level of financial intermediation, drawing
                             in new investors.


                             Placed firmly within this favorable environment, Banco de Comercio was able to effectively take
                             advantage of the economic boom. With many of the external variables on which we construct our
                             budget falling into place, we were able to meet and exceed our goals and execute our strategic
                             planning activities to the fullest extent. Thus, in 2008 our assets rose from S/. 821 million to S/.
                             1.027 billion and our total loans grew from S/. 791 million to S/. 1.050 billion. This brought our profit
                             for the fiscal year to S/. 13.1 million, even after making procyclical reserves for the amount of S/.
                             2.7 million, which were required by the Superintendency of Banking and Insurance (SBS) at the end
                             of the fiscal year as a contingency against the possible effects of the international crisis on the real
                             economy.




                                                                                                                                        7
It is also important to emphasize that as a result of the consolidated growth of direct and indirect
loans, all commercial areas experienced extraordinary growth during the year, even those in segments
where we have only recently begun operating. On one hand, the traditional Peruvian Armed Forces
(FFAA) and Peruvian Police Force (PNP) Banking segment grew by S/. 160 million, increasing by 43%.
In order to achieve this result, our team dedicated to serving the members of the Peruvian Police
Force (PNP), Peruvian Navy (AP), the Air Force (FAP) and the Army (EP) made various dissemination
trips, carried out campaigns with the best interest rates in the system, performed inaugurations of
customer service centers, and placed tellers in military and police centers; all in order to maintain our
close and historied financial relationship with this important market segment.


On the other hand, Personal Banking played a crucial role in the growth of credits, not only because
its loan stock grew by nearly S/. 8 million over the course of 2008, driven by the increasing number
of loan agreements deducted from payrolls, but also because it was one of the Bank’s main sources
of funds intake during this period. Personal Banking was able to attract funds for the amount of S/.
131.6 million from individuals, a fact that was mostly explained by the effectiveness of our Maxiplazo
product campaigns and the public’s positive reception of our MaxiCTS product.


With regard to our Business Banking, we have notably increased business. The total balance of direct
and indirect loans for Medium-Sized Business Banking grew by S/. 75 million over December 2007,
in large part due to the enormous efforts of the business officers to increase the number of clients
in this highly competitive sector, as well as to the dynamism of the foreign trade transactions.
Likewise, the recently created leasing unit, in its first year of operations, achieved a net rise in loans
of S/. 19 million through the growth in the number of leasing agreements, as well as the attraction
of new clients.. The Small Business Banking did not fall behind, either. Rather, it achieved an increase
in direct loans of S/. 15 million over the close of the previous year and continued with officers’
rapprochement with clients through the active training of small business entrepreneurs. Our Trust
Department also increased its trust funds by S/. 78 million, which means new sources of income for
Banco de Comercio.




                                                                                                            8
                                                                             2008 Annual Report

Elsewhere, in order to continue with our diversification of business, we entered into microfinances
at the end of the year. Our products were aimed at those families with small businesses, for which
purpose first-class personnel with broad experience was hired. We are fully confident in the potential
of this new line of business, as well as in the positive reception with which it will be met by the target
public, whom we are reaching rapidly through our plan for the expansion of our branches that began
in September 2008 with the opening of the Piura branch, and will continue shortly with the opening of
the Villa El Salvador branch.


In the technological field, significant progress has also been made. We continued improving processes,
specifically with regard to central operations and the branches, but the most important advance was
the continuation of the project for the implementation of a new central system or “core banking.” This
project – which is scheduled to be finished by early 2010 – will allow our institution to match the best
systems in the market, consequently reducing the costs of our processes in terms of both money and
time, and facilitating the development of products for our external and internal clients.


With regard to the financial indicators, it should be noted that, in the first place, Banco de Comercio
continues to boast one of the best portfolios among small- and medium-sized banks in the system.
The delinquency rate remained at a level of 1.5% and the coverage of the past-due portfolio at 223%.
Secondly, with regard to operating management indicators, the ratio of operating expenses to financial
income wrapped up the year at 44.5%, while the ratio of operating costs divided by total income was
39.9%, primarily due to expenses related to investments in human capital and sales force. The Return
on Equity (ROE) was 13.3% and the Return on Assets (ROA) 1.3%. They would have been higher than
the results for 2007 except for the abovementioned procyclical reserves required by the regulatory
body of the banking system.


The financial management was well-administered by the Treasury, allowing for the prompt provision
of resources to the business segments with competitive terms and interest rates for promotional
campaigns. Resources were also contributed through participation in the auctions of state-owned
companies, along with the generation of financial income through currency exchange transactions.
Finally, the minimum levels of liquidity required by the Superintendency of Banking and Insurance
(SBS) and risk rating agencies was easily met, with indicators of liquidity in local currency of 15.2%
and in foreign currency of 47.9%.




                                                                                                             9
Our management of the Basel Index deserves a special mention. In November 2008, we placed S/.
10 million in the Police and Military Pension Fund (CPMP) corresponding to the first series of our First
Issue of Subordinate Bonds, which enabled us to close out the year with the Basel Index at 9.2 times,
pending the placement of a second series at the beginning of 2009 for another S/. 10 million. We are
sure that these measures for the strengthening of our financial standing and the coordinated action
between the Bank and the shareholders will enable us to continue to meet with the success which we
have sustained for several years in a row now.


We have also fully prepared ourselves for the challenges that we will face starting in July 2009 with
the application of Basel II, the New Basel Capital Accord. A specialized, multidisciplinary team in
charge of the project for adaptation has been formed. This has been established as one of the Bank’s
strategic projects, with all the facilities required in order to fulfill its duties.


In terms of social and cultural responsibility, Banco de Comercio has been characterized, since it
has been a bank with exclusively Peruvian capital throughout its history, by its deep concern for the
development of different aspects of our social reality, such as education, art and sports. However,
work has begun to be done through its internal front, i.e. its own employees. Thus, for example, the
Bank has been a pioneer in the banking system in what we call the Youth Labor Training Program
aimed at employees’ children between the ages of 13 and 17. With regard to the external front,
various social activities were carried out on holidays, incentives were provided to outstanding
students, support was given to our Armed Forces, among other activities detailed herein.


With regard to the Bank’s participation in international events, of special interest is our presence
at meetings in cities such as Miami, Washington, D.C. and Panama City, where we met with banking
executives from multilateral organizations interested in investing in Peru. More details on these
meetings are provided later on in this document. These events were a good opportunity to make
presentations on the excellent economic and financial situation of the Bank, as well as agreeing on
new and improved credit facilities with our correspondent banks.




                                                                                                          10
                                                                         2008 Annual Report

The Bank recognizes that its most valuable asset is its human capital. For this reason, training
activities were continued in order to strengthen the quality of customer service, delegate more
responsibility to our employees in line with the Institution’s requirements and raise awareness among
our employees with regard to topics such as asset laundering and information transparency.


The Board of Directors of the Bank would therefore like to express its special recognition to the
employees of Banco de Comercio for their dedication and efforts, in accordance with our philosophy,
which is to strive to provide efficient and detail-oriented service to all our customers. The Board of
Directors wishes to see the Institution consolidate itself as an integrated team of employees who
are proud of their Bank, with the fundamental objective of having our company recognized in the
financial system as a Bank that is efficient, highly competitive and a provider of excellent customer
service.


Likewise, the Board of Directors extends its gratitude to the Superintendency of Banking and
Insurance (SBS) the Peruvian Securities and Exchange Commission (CONASEV) the risk rating
agencies Pacific Credit Rating and Equilibrium, and especially to our clients, who are our source of
inspiration and the reason behind all of our efforts.


To our shareholders, together with the Board of Directors that we represent, we would like to express
our satisfaction with the results that the Institution has obtained in the different market segments
in which we are active. We also wish to reiterate our commitment to achieving our main goal, that of
generating the maximum possible value for our Bank.


Lastly, in accordance with the provisions set forth in the Business Corporations Act and in compliance
with the Bylaws of the Institution, the Board of Directors hereby submits for the consideration and
approval of the shareholders the Banco de Comercio Annual Report, the Balance Sheet and the
Profit and Loss Statement for fiscal year 2008. It also submits the report and opinion on the financial
statements prepared by the independent auditors Pazos, López de Romaña, Rodríguez S.C. BDO.




                                                                                                         11
Advancing
      and
  growing
 together
                                           1
                                               Macroeconomic
                                               Environment



By working together toward a major
goal the results will always be the best



                                                               13
Macroeconomic Environment




1.1 Global Outlook          The global economy presented a growth of 3.1% in 2008 as a result of the effects of the international
                            financial crisis on the real economy.


                            The developed countries were the most affected, since they possess the most sophisticated capital
                            markets. Thus, the growth rate registered for these economies was 0.8% in 2008. The United States
                            grew by 1.1%, the Eurozone by 0.8%, Japan shrank -0.7% and the United Kingdom increased by
                            0.7%.


                            In the first two quarters of the year, the United States registered a real development of 0.9% and
                            2.8%. However, in the third and fourth quarters, the real growth rate of the U.S. economy fell to
                            -0.5% and -6.3%, respectively. The deceleration of the U.S. economy, together with the control
                            of inflation and the poor results in major economic and social variables, forced the Federal Reserve
                            to decrease the reference rate from 4.25% to a rate ranging from 0% and 0.25% during the year.
                            Nevertheless, despite the adoption of expansive monetary and tax policies, the confidence crisis still
                            holds an influence over this weak economy and the risk of deflation is a matter of concern for many.
                            It is predicted that the United States will have negative growth this coming year, reversing the trend
                            in 2010.


                            On the other hand, the countries of the Eurozone registered different levels of growth. According
                            to the International Monetary Fund (IMF), Germany grew by 1.3% in 2008; France by 0.3%; Spain
                            by 1.2%; and Italy shrank by -1.0%. Japan finished the year experiencing a slight contraction after
                            decreasing since the second quarter of the previous year. The increase in unemployment, the
                            moderation of private expenses, and the weakening of exports and industrial production point to a
                            difficult situation for the world’s second largest economy in 2009.


                            For their part, the emerging economies expanded by 6.0% in 2008. China, India and Russia continued
                            to be the most dynamic developing economies in 2008, despite a sharp deceleration in their growth
                            rates during the final months of the year. While the financial crisis did not start in these countries,
                            the effects were felt in the decrease in imports of their primary trading partners, the deterioration
                            of foreign investment cash flows, the contraction of industrial production and other socioeconomic

                                                                                            1
                                                                                                Figures from the U.S Bureau of Economic Analysis




                                                                                                                                                   14
                                                                          2008 Annual Report

phenomena. Lower growth is predicted in 2009 for developing countries as a whole, above all as a
result of the deceleration of international trade, the decrease in prices of raw materials and the more
restrictive conditions for external financing. However, the more solid economic frameworks of many
of these economies have provided greater stability for the application of macroeconomic policies
that help to buffer the negative impact of the international crisis.


In conclusion, the international economy is already showing signs of slowing down. These signs
will continue to be present throughout 2009, eventually reversing direction in 2010, provided
that confidence is reestablished in the financial system. A more active role on the part of national
governments is expected in 2009, along with a contraction in private consumption and international
trade. Lastly, the pressures of inflation have moderated, and there is even a risk of deflation in some
countries.




                                                                                                          15
Macroeconomic Environment




1.2 Latin America           Latin America, for its part, maintained its seventh year of growth (4.2%) boosted by internal
                            demand as well as by the export of traditional and non-traditional products. Although Latin America
                            has shown notable economic stability over the last few years and is therefore in better conditions
                            than in the past to confront a crisis, it will inevitably be affected by the international situation. It is
                            expected that the Region will fall by approximately 2% during 2009.


                            The countries most likely to be affected by the crisis will be those with less solid foreign accounts,
                            which may complicate their financing, as well as those that are more dependent on the global
                            economy. According to the International Monetary Fund (IMF), the two largest economies of the
                            region, Brazil and Mexico, will close out 2009 with negative growth rates, with Mexico being most
                            heavily affected. Its recovery will greatly depend on the development of the U.S. economy.




                                                                                                                                          16
                                                                                               2008 Annual Report

1.3 Domestic Outlook   Peru continues the longest expansive cycle in its history as a republic, with an average upward trend
                       of 7.03% over the last six years, with the 9.84% increase in 2008 being an outstanding figure. The
                       dynamism of the national economy since 2006 is due mainly to the growth of internal demand, driven
                       in turn by private investment and consumption. Particularly noteworthy in 2008 was the expansion
                       of public investment (41.9%).


                       Private investment reached S/. 80 billion, boosted mainly by growth in the construction sector
                       (16.5%) and the secondary manufacturing industry (8.7%). Private consumption, on the other
                       hand, hit S/. 237 billion, showing an 8.8% increase over 2007. The expansion of consumption has
                       been tied to the rise in national income available and the growth in employment. It has also provided
                       incentive for more importation of consumer goods, both durable and non-durable.


                       In April and July 2008, the credit risk rating agencies Fitch Ratings and S&P both raised the
                       classification of Peruvian long-term debt in foreign currency. The review of the sovereign debt risk
                       from BB+ to BBB- by both agencies puts Peru in the investment grade category. The review was the
                       result of the increase in Peru’s ability to pay its debts, the continuous economic expansion and the
                       solid economic growth forecasts for the country in the medium term sustained by internal invesment
                       and consumption. It is estimated that despite international deceleration, Peru will grow by 3% to 5%
                       in 2009 and up to 6% in 2010.


                       On the other hand, in August 2008, credit risk rating agency Moody’s raised the classification of
                       the Peruvian government’s bonds in foreign currency from Ba2 to Ba1. This review was a result of
                       the significant strengthening of the balance sheet of the Peruvian government and the local banks.
                       Thus, Moody’s ranks Peru as one step away from investment grade.




                                                                                                                               17
Macroeconomic Environment




                            PRODUCTION BY SECTOR
                            The growth of the Peruvian economy is also due to improvements in the different sectors of national
                            production according to economic activities. This breakdown shows ten years of continuous
                            development based on primary and non-primary activities. Of the 9.84% increase in national
                            production registered in 2008, the “other services” sector was that which contributed most to
                            this expansion, accounting for 3.44 percentage points of the growth. This sector was followed
                            by trade (1.87 percentage points); manufacturing (1.33 percentage points); construction (0.92
                            percentage points); agriculture and livestock (0.53 percentage points); mining and hydrocarbons
                            (0.44 percentage points); electricity and water (0.16 percentage points); and fisheries (0.03
                            percentage points). Import tariffs and other taxes on products contributed the remaining 1.12
                            percentage points to the total variation.


                            The construction sector was the most dynamic, with a growth of 16.5% in 2008. The increase in the
                            sector was driven by the greater execution of infrastructure works in the public and private sectors.
                            The construction of shopping malls, housing and condominiums promoted by the State and by the
                            greater access of the population to financing sources in turn contributed to the development of the
                            sector.


                            The trade sector was the second most dynamic, growing 13% due to higher sales of domestic and
                            imported goods, where the placement of manufactured, livestock, fisheries and mining products
                            predominated.


                            Manufacturing production also increased by 8.7%. Raw resource processors expanded by 7.6%
                            due to the higher production of precious and non-ferrous metals, as well as the higher production
                            of processed beef foods. The expansion in the non-raw materials industry was related to greater
                            activity in the industries involved in the production of intermediate goods (12.7%) consumer goods
                            (5.85%) and capital goods (3.54%).




                                                                                                                                    18
                                                                          2008 Annual Report

INFLATION AND EXCHANGE RATE
Cumulative inflation during 2008 was 6.65% annual, up from the 3.93% recorded in 2007. This
was above the target inflation (1%-3%) established for the year by the Peruvian Central Reserve
Bank (BCRP). This was due to the increase in the prices of main agricultural and energy commodities.
This price increase, in turn, was due in large part to the international economic situation, with
much speculation on the value of these products in response to the uncertainty of the market. It is
predicted that inflation will decrease in 2009 by about 2% as a consequence of the contraction of
demand and the reduction of prices for raw materials due to the international economic crisis.


The average nominal exchange rate went from S/. 3.13 in December 2007 to S/. 2.93 in December
2008. This appreciation is due to the favorable performance of external accounts, the increase in
the reference rate differential between the United States and Peru and the weakening of the U.S.
Dollar.


EXTERNAL SECTOR
In 2008, the trade balance registered a surplus for the seventh straight year, reaching US$3.09 billion
in spite of the effects on the global economy.


Exports increased 13.1% during the year, reaching US$31.53 billion. Exports of traditional products
came to US$23.8 billion, which represents a growth of 10.7% over 2007. The slower rhythm of increase
in traditional exports is due mainly to the decrease in the terms of exchange, as well as the lesser
demand for raw materials abroad and the greater restrictions on financing in the sector. Meanwhile,
non-traditional exports came to US$7.54 billion, a rise of 20.0% over 2007. These exports were also
affected by the decrease in the external demand for imported goods and the hardening of credit.


Imports, on the other hand, registered a 45.1% augmentation, reaching US$28.44 billion. The greater
dynamism of the importation of capital goods (57.6%) together with higher purchases from abroad of
consumer goods (41.8%) and raw materials and intermediate products (39.5%) explain the growth in
imports.




                                                                                                          19
Macroeconomic Environment




                            INTERNATIONAL RESERVES
                            The international reserves of the Peruvian Central Reserve Bank (BCRP) rose by US$3.51 billion in
                            2008, reaching US$31.2 billion. The exchange position of the BCRP increased to US$21.37 billion,
                            guaranteeing currencies for nine consecutive months of imports.


                            PUBLIC SECTOR
                            During 2008, there was a tax surplus of 2.1% of the Gross Domestic Product (GDP). This surplus, 1%
                            lower than that obtained in the previous year, is a product of the lower growth of current income in
                            relation to the expansion of current and capital expenses, as well as the lower payment of interest
                            as a percentage of the GDP. Especially noteworthy is the decrease of the economic results of local
                            governments in comparison to 2007, which sank from 1.1% to 0% of the GDP as a result of the
                            increase in the expenses of public investment in the interior of the country. On the other hand, the
                            surplus of the national government rose from 1.7% to 2% of the GDP.


                            MONETARY POLICY
                            The Peruvian Central Reserve Bank (BCRP) hiked the reference interest rate for the interbank market
                            throughout 2008, bringing it from 5,0% to 6.5%. This was due to the pressure of inflation produced
                            by the high growth of internal demand and the increase in price of the main agricultural and energy
                            commodities. With this measure, the BCRP sought to anchor the inflation expectations of the
                            economic agents. However, in mid-October, inflation pressures ceased to be a problem, for which
                            reason the BCRP decided to maintain the reference interest rate at 6.5%. Progressive reductions of
                            this rate are expected for 2009, given the adoption of expansive policies in the face of the uncertain
                            global situation.




                                                                                                                                     20
                                                                                              2008 Annual Report

1.4 Banking System   LOANS
                     Total gross loans at the close of 2008 reached S/. 91.88 billion, for an increase of 37.5% over the
                     previous year. This activity was a result of greater access to credit by individuals and companies.


                     By currency type, higher growth was observed in the case of loans in local currency (52.7%) in
                     comparison with the close of 2007. This upward trend was related to the increase in loans in the
                     consumer and microbusiness sectors.


                     With regard to loans to specific market segments, loans to the microbusiness segment showed a
                     49.6% growth over 2007 as a result of the economic development in internal demand and the higher
                     credit lines allotted to this sector.


                     Mortgage loans, the segment with the third largest share of loans, showed an increase of 41.3%
                     over 2007. The rise of this rate was undoubtedly due to the greater mortgage supply as a result of
                     the dynamic growth of the construction sector, as well as the improved conditions for mortgage
                     financing in the different financial institutions.


                     With regard to the consumer segment, which represented 18% of the total loans and was the
                     second most important segment, an upward trend of 34.7% over 2007 was observed. This segment
                     began the year with accelerated growth, but this was halted in the last quarter by the efforts of the
                     regulatory body to preventively control the explosive development of loans in the segment. Thus,
                     it was sought to immunize the Peruvian financial system from the effects of the crisis that are being
                     experienced in other markets around the world.


                     On the other hand, commercial credits to large and medium-sized enterprises registered a positive
                     growth of 36.5%, even higher than the 32.2% growth registered in 2007. This expansion is explained
                     by the higher loans in leasing, leaseback and foreign trade credits, which grew by 77.2%, 84% and
                     25.9%, respectively.




                                                                                                                             21
Macroeconomic Environment




                            DEPOSITS
                            At the close of 2008, total deposits rose to S/. 99 billion, 32.1% higher than in 2007 (S/.75
                            billion). This boom is explained by the greater savings capacity of both individuals and businesses
                            in an environment of sustained economic growth due to the expansion of the banking system to
                            new customers and financial markets, as well as the increase of confidence in bank reliability. These
                            assets came from the capitals or mutual funds markets, with greater risk than that involved in term
                            or savings accounts in the banking system.


                            FINANCIAL INDICATORS
                            As an effect of the development in loans and the banks’ continued good risk management, the
                            delinquency rate of the credit portfolio experienced a slight increase, rising from 1.26% in December
                            2007 to 1.27% at the close of 2008. If the refinanced and restructured portfolio is included in this
                            figure, then the bad debt portfolio fell from 2.67% to 2.17%. On the other hand, the coverage level
                            dropped from 278.4% in 2007 to 258.7% in 2008.


                            The banking system’s Basel Index registered a downward movement in 2008, with risk-weighted
                            assets amounting to 8.38 times the net adjusted equity, lower than the 8.49 recorded in 2007. The
                            assets weighted by risk showed a growth of 37.6% over 2007, due to the significant growth of loans
                            in the different segments. The equity allocated to credit risk, on the other hand, showed a growth of
                            39.3%.


                            Likewise, the profitability indicators during the past several years have become more and more
                            attractive due to the profits resulting from the entry of loans into segments with higher financial
                            margins. This is reflected in the progressive growth of the Return on Assets (ROA) and especially
                            the Return on Equity (ROE). During December, these registered levels of 2.3% and 27.4%,
                            respectively.




                                                                                                                                    22
                                                                         2008 Annual Report

INTEREST RATES
The borrowing interest rate in Soles (TAMN) showed an increase over December of the previous
year from 22.3% to 23.0% effective annual interest rate (TIEA) as a consequence of the transfer
of the higher financing cost of the banks to their clients. At the same time, lending interest rates in
local currency (TIPMN) also showed a slight increase due to the reference rate hike by the Peruvian
Central Reserve Bank (BCRP) and the banks’ need to attract more deposits to finance loans.


The borrowing interest rate in foreign currency (TAMEX) showed a slight increase over December of
last year, increasing from 10.45% to 10.54% effective annual interest rate (TIEA). This slight rise
occurred in spite of the cheaper cost of loans in dollars following the lowering of the reference rate
by the Federal Reserve as a consequence of the transfer of the hardening of external credit to local
clients.


The lending interest rates in foreign currency (TIPMEX) on the other hand, fell from 2.5% to 1.9%
as a result of the correction of the rates after the hike registered mid-year as a strategy to capture
funds when the financial markets were predicted to be unstable.




                                                                                                         23
 Our family
grows along
 with yours
                                   2
                                       Banco
                                       de Comercio



We join forces to make this Bank
the best it can be



                                                     25
Banco de Comercio




2.1 Legal       Framework   Banco de Comercio was incorporated within the Corporate Reorganization Process of the former
                            Banco de Comercio, now Administradora del Comercio S.A., via a notarially recorded instrument of
                            Corporate Reorganization, Change of Name and Change of Purpose, Amendment to the Bylaws and
                            Incorporation of a Banking Entity, dated August 18, 2004, executed by Sandro Raúl Mas Cárdenas,
                            Attorney-at-Law and Notary Public in and for Lima, acting for the Regular Notary Public, Javier
                            Aspauza Gamarra, and by notarially recorded instrument of Compliance with Condition Precedent
                            dated August 31, 2004, executed by Javier Aspauza Gamarra, Attorney-at-Law and Notary Public
                            in and for Lima, registered in Entry A00001, Card 11683434 of the Registry of Companies, Ninth
                            Public Records Office, Lima Branch.


                            Its incorporation and operating license were authorized by the Superintendency of Banking and
                            Insurance (SBS) through Resolution 1105-2004, dated September 9, 2004, and SBS Resolution
                            1466-2004, dated August 25, 2004, respectively.


                            The Bank’s principal place of business is at Av. Canaval y Moreyra 452 - 454, San Isidro, Lima, Peru.
                            Its switchboard number is 513-6000. Aside from its main office, it has 12 branch offices in Lima, as
                            well as three in the Province of Arequipa, Pisco and Piura. It also has 12 special small branch offices
                            located in different public and private institutions.


                            The fully subscribed, paid-up and registered capital stock of Banco de Comercio as of December 31,
                            2008 amounts to S/. 82.54 million, represented by 82,543,801 shares with a face value of S/. 1
                            each. This capital is distributed into 65,993,801 common shares with voting rights and 16,550,000
                            preferred shares with voting rights with the following characteristics:


                                   • With the right to a dividend equal to the simple average of the annual interest rates for term
                                     deposits in U.S. Dollars, from 180 to 359 days on the first business day at the beginning of
                                     each quarter, as offered by the four main Banks of the country, plus a 2.5% spread.
                                   • With cumulative dividend
                                   • With profit-sharing dividend
                                   • With a fixed term of eight years
                                   • Convertible into common shares




                                                                                                                                      26
                                                                          2008 Annual Report

The incorporators of Banco de Comercio are: Administradora del Comercio S.A. (with a contribution
of S/. 35.34 million) and Almacenera Peruana de Comercio S.A. (with a contribution of S/. 500) both
being legal entities incorporated in the country.


By the Banco de Comercio Shareholders Meeting held on November 10, 2004, it was resolved to
increase the capital stock of the Bank by S/. 16.55 million. This increased the capital from S/. 35.34
to S/. 51.89 million through the conversion of obligations into shares of stock represented by 500
subordinate bonds – Banco de Comercio – Second Issue, for a total face value of US$5 million, held by
the Military and Police Pension Fund (CPMP). The resolution for the increase of the capital stock and
subsequent amendment to the Bylaws, approved by the Superintendency of Banking and Insurance
through SBS Resolutions 2134-2004 and 6-2005, dated December 30, 2004 and January 5, 2005,
respectively, were duly registered through notarially recorded instrument on February 15, 2005,
executed by Javier Aspauza Gamarra, Attorney-at-Law and Notary Public in and for Lima, registered
in Entry B00002, Card 11683434, of the Registry of Companies, Ninth Public Records Office, Lima
Branch.


At present, the majority shareholder of Banco de Comercio is the Military and Police Pension Fund
(CPMP) an institution incorporated in Peru. As a result of the transfer of shares by Administradora del
Comercio S.A. in its favor on January 14, 2005, the CPMP presently holds 99.99999% of the shares
in the Bank, by approval of the Superintendency of Banking and Insurance through SBS Resolution
8-2005, dated January 10, 2005.




                                                                                                          27
Banco de Comercio




2.2 Description of the Economic Group to

     which Banco de Comercio belongs

                             Banco de Comercio is part of the economic group led by the Military and Police Pension Fund (CPMP)
                             an institution responsible for managing the pension funds of Peruvian Armed Forces (FFAA) and
                             Police Force (PNP) personnel.


                             The Military and Police Pension Fund (CPMP) was incorporated by Executive Order 21021 on
                             December 17, 1974, in order to “manage the pensions and severance payments of its members,” as
                             provided for in Executive Order 19846, Unified Pension System for Peruvian Armed Forces (FFAA)
                             and Police Force (PNP) Personnel. Personnel graduating from Training Schools and those who joined
                             the Peruvian Armed Forces (FFAA) and the Police Force (PNP) on or after January 1, 1974 are
                             members of the CPMP.


                             It is an institution in good standing, both on local and international levels, and a leader in its activity
                             sector.


                             The main investments made by the CPMP have been concentrated in different sectors of the
                             economic activities of the country, such as tourism, finance and real estate investments.


                             In the real estate sector, the Military and Police Pension Fund (CPMP) has made different investments
                             in business, trade and housing developments, the latter directed at the A, B and C sectors of the
                             population.


                             Almacenera Peruana de Comercio (ALPECO) also belongs to the economic group of the CPMP. It was
                             incorporated on July 6, 1981 and operates as a bonded warehouse.




                                                                                                                                           28
                                                                          2008 Annual Report

Another member of this economic group is Inversiones Banco de Comercio S.A. (INVERPECO)
a subsidiary of Banco de Comercio incorporated on November 5, 1980. Its main activity is the
purchase and sale of real estate.


Administradora del Comercio S.A. (formerly Banco de Comercio) incorporated on January 5, 1967,
is also part of the Military and Police Pension Fund (CPMP) economic group. The company is currently
engaged in all types of transactions and services related to collections, in- and out-of-court recovery
of funds, advisory services on debt refinancing, portfolio purchases and sales, and the management
of debt portfolios on behalf of third parties.


Likewise, the company La Caja Negocios Inmobiliarios S.A.C. is part of the Military and Police Pension
Fund (CPMP) economic group. It was incorporated on January 17, 2006 and is engaged in the
purchase, sale and management of real estate.


Finally, La Caja Servicio de Hoteles S.A.C (undergoing a liquidation process) was incorporated on
May 15, 2001 to form a part of the group. It is engaged in the management of hotels, lodges, guest
houses, inns and other similar businesses and related endeavors, whether its own or those belonging
to third parties. The Las Americas hotel chain, the main asset of this company, was sold in May 2008
for a price of US$43.5 million through a public auction, in which the U.S. based Thunderbird Resorts
Inc. was the winner.




                                                                                                          29
Banco de Comercio




2.3 Description of the Operations and Development

     of Banco de Comercio
                            Banco de Comercio is a private company engaged in any and all banking activities, as permitted by Law
                            26702 - Law on the Financial and Insurance System and Internal Regulations of the Superintendency
                            of Banking and Insurance and Pension Fund Management Companies. It is also governed by the
                            other supplementary provisions and regulations whereby the requirements, rights, guarantees,
                            restrictions and other operating conditions applicable to private-law legal entities and corporations
                            operating in the financial and insurance systems are established.

                            According to the International Standard Industrial Classification (ISIC) Banco de Comercio falls within
                            the scope of Code 6519. This Code refers to Other Monetary Intermediation, a class covering the
                            monetary intermediation carried out by monetary institutions other than central banks, including
                            the activities of commercial banks, discount banks and savings banks, as well as those entities that
                            receive deposits and specialize in granting loans for the purchase of housing.


                            As of December 31, 2008, Banco de Comercio employs 663 people, of which 427 are appointed or
                            permanent, while 205 are working under a contract. It should be noted that as of the end of 2007,
                            the total number of the Bank’s employees was 551, of which 327 were permanent, while 224 were
                            working under fixed-term contracts.


                            The Bank has perpetual existence.




                                                                                                                                     30
                                                                                                        2008 Annual Report

2.4 Board of Directors and Management Staff

                             During 2008, the Board of Directors consists of the following Directors:


                                Chairman                        Wilfredo Jesús Lafosse Quintana


                                Vice-Chairman                   César Peñaranda Castañeda


                                Directors                       Luís Montezuma Cárdenas
                                                                Hernán Rodríguez García
                                                                José Palomino Roedel
                                                                Enrique Díaz Chávez


                             It should also be noted that Mr. Fernando Lazo Manrique was a member of the Bank’s Board of
                             Directors until March 2008.


                             MANAGEMENT STAFF 2008

                                Carlos Alberto Mujica Castro           General Manager
    Fernando Lazo Manrique      David Antonio Ambrosini Valdez         Administration and Finance Division Manager


                                Fredy Molfino Martinez                  Business Division Manager
                                                                       – Peruvian Armed Forces and Police Force


                                Fernando Jaime Correa Pagador          Personal Banking Division Manager
                                Gonzalo Muñiz Vizcarra                 Business Division Manager – Business Banking
                                Marísa Freire de Stewart                Risk Division Manager - Individuals
                                                                       and Small and Medium-Sized Enterprises




                                                                                                                           31
Banco de Comercio




                       José Fernando Choza Carro              Legal Counsel Division Manager
                       Néstor Alberto Plasencia Angulo        Internal Auditing Office Manager
                       Jorge Alvarado Valdivia                Risk Division Manager
                       Carlos Elías Villalobos Valenzuela     Technology and Operations Division Manager


                       César Ignacio Coronado Aguilar         Compliance Office Manager
                       Miguel Angel Carpio Flores             Manager of the Strategic Project Division


                       Jaime Bedoya Camere                    Assistant Manager of the Human Resources Area
                       Pedro Solis Torres                     Assistant Manager of the Special Credits Department



                    It should also be noted that Marisa Freire de Stewart, who was the Head of the Personal Banking
                    Division, is now in charge of the new Risk Management Division for Individuals and Small- and Medium-
                    Sized Enterprises. Meanwhile, Fernando Jaime Correa Pagador began working for the Bank as the new
                    Manager of the Personal Banking Division. Carlos Elías Villalobos Valenzuela became the Manager of
                    the Technology, Operations and Processes Division in place of Fernando Enrique Melly Ravello, who
                    worked for the Bank until May 2008.




                                                                                                                            32
                          2008 Annual Report
2.5 Network of Branches

  and Special Offices




                                       33
 Together,
we achieve
     great
    things
                                      3
                                          Management
                                          Report



We achieve goals and obtain results
that reflect our customers’ peace of
mind

                                                       35
Carlos A. Mujica Castro
General Manager




                          36
                                                                                          2008 Annual Report

3.1 Risk Rating   Banco de Comercio kept an adequate position in its risk rating in 2008, according to Equilibrium and
                  Pacific Credit Rating, both in the financial standing category as well as the long-term instruments
                  category. However, the subordinate bonds issued at the end of the year received the qualification
                  of pAA- from Pacific Credit Rating, a risk category that reflects a high likelihood of compliance with
                  the payment of coupons and that the institution is seen as having the same solvency as banks with
                  a higher equity.


                  Many actions were taken over the course of the year toward reaching the goal of being granted the
                  category of A-. Many of these have been in place since 2005, and include:


                        -      Continued growth of the loans and deposits segments
                        -      Improvement in portfolio management
                        -      Diversification of the loans and increase in the number of individual depositors
                        -      Sustained increase in profits with better profitability indicators, and thus a higher
                               added value for shareholders
                        -      Presence of a qualified management staff, demonstrating a stability that ensures the
                               continuity of the plans underway


                  The constant improvement of these strategic indicators and the sustained growth of business will
                  undoubtedly enable the Bank to obtain an upgrade in its financial standing classification.




                                                                                                                         37
Management Report




3.2 Loans and Deposits   GROSS LOANS
                         As of December 31, 2008, gross loans came to S/. 814.8 million, a figure that was S/. 217.9 million
                         (36.5%) higher than that registered as of December 31, 2007. This result was due to the growth
                         of loan transactions (S/. 178.8 million) mainly those oriented toward loan agreements deducted
                         from payrolls in the Peruvian Armed Forces (FFAA) and Police Force (PNP) Banking segment, as
                         well as the increase of leasing transactions (S/. 18.0 million).


                         With regard to the quality of the assets portfolio, Banco de Comercio continues to hold one of the
                         soundest portfolios in the system. Proof of this is the delinquency rate, which closed the year at
                         1.53%, making it the seventh lowest rate in the banking system, above the rate obtained by larger
                         financial institutions. The same occurred with the bad debt portfolio, which obtained the seventh-
                         lowest rate in the banking system, with 2.29%.




                                                                                                                              38
                                                                         2008 Annual Report

DEPOSITS AND OBLIGATIONS
At the close of 2008, deposits and obligations amounted to S/. 871 million, or S/. 168.6 million
(24%) more than the figure registered in 2007. It should also be noted that the deposits of the Bank
in local currency represent 71.9% of the total, which is higher than the 42% of the banking system.
Thus, the Bank’s currency structure helps it to immunize itself against possible losses in case of
uncertainty in exchange rates.




The stock of total deposits rose to S/. 845.8 million, exceeding the 2007 stock by 174 million
(25.9%). This increase is mainly explained by term deposits, which reported a figure of S/. 633.4
million (34.2% higher than that of 2007).


It must be emphasized that a large part of this growth corresponds to private individuals, which
continues to act in favor of the deposit diversification process and the increase in the number of
depositors. The depositing of funds by individuals grew by S/. 140 million (34.2%) over 2007 as a
result of the increasing financial soundness of the institution and the competitiveness of the interest
rates offered on the market. At the same time, sight deposits and savings deposits also showed
a moderate upward trend. Sight deposits rose by S/. 7.4 million (7.8%) while savings deposits
increased by S/. 5 million (4.8%).




                                                                                                         39
Management Report




3.3 Income Statement   The growth of the main products in the Bank’s strategic segments has made it possible to obtain
                       outstanding economic and financial results as of the close of 2008.


                       Over the course of the year, financial income increased by S/. 19.4 million as a result of the interest on
                       loans, which accounted for 89.4% of the total income; followed by negotiable investment transactions,
                       with a total of 7.5%; and an exchange gain of 3.2%. Financial expenses, on the other hand, rose by
                       S/. 11.1 million in response to the aggressive campaigns launched to raise term funds and finance
                       more loans. The gross financial result, before deducting loan reserves, registered a level of S/. 78.1
                       million, 11.8% greater than that obtained in 2007. It is important to point out that during this fiscal
                       year, the Bank made loan reserves of S/. 11.6, mainly due to the increase in loans and the demand for
                       procyclical reserves by the Superintendency of Banking and Insurance (SBS) in December.




                                                                                                                                   40
                                                                                               2008 Annual Report

                           Administrative expenses were higher by 20.6% in comparison with the amounts registered
                           in 2007. This increase is explained by the increase in business officers, commercial managers
                           and personnel in the risk areas, who brought with them the growth of the institution’s financial
                           transactions. Likewise, the growth of business required the hiring of third party services for
                           different consultations.




3.4 Financial Indicators




                                                                                                                             41
We know exactly
    what you’re
     looking for
                                                4
                                                    Business
                                                    Units



Because each person is unique, we provide you
with what you really need



                                                               43
Business Units




4.1 Peruvian Armed Forces (FFAA) and

     Police Force (PNP) Banking

                             For many years now, Banco de Comercio has been the bank aimed at the members of the Peruvian
                             Police Force (PNP) the Peruvian Air Force (FAP) the Peruvian Navy (AP) and the Peruvian Army (EP)
                             whom it serves with products designed according to their financing needs through flexible loan
                             approval policies and promotional campaigns.


                             At the close of 2008, loans to the Peruvian Armed Forces (FFAA) and Police Force (PNP) came to
                             S/. 536.7 million, a rise of S/. 160.4 million (42.6%) over 2007. This growth was driven basically by
                             the Police Force segment, which reached S/. 410 million in loans. Among the activities performed in
                             this segment to solidify this expansion (41.7%) were the 21 trips made to promote and disseminate
                             information on FINPOL loans. This campaign intensified in October, when six promotional trips were
                             organized to the cities of Piura, Tumbes, Trujillo, Huancayo, Pucallpa and Iquitos. Corporate products
                             were also promoted in the magazine of the Peruvian Police Force and the Ministry of Internal Affairs,
                             and a new informational office was opened in the Ministry.


                             With regard to the Peruvian Army (EP), loans increased considerably (S/. 13.7 million) given the
                             higher disbursements made in the sector during 2008 (S/. 38.7 million) as well as the effective
                             design of campaigns aimed at reaching out to members of military families. In June 2008, a
                             small branch office and ATM were opened at the General Army Barracks. That same month, an
                             assignment agreement for the use of a module was entered into with the Peruvian Military Circle
                             Association in order to grant loans to military personnel through the direct payroll discount method.
                             Dissemination trips were made to cities such as Piura, Iquitos and Huancayo, and publications in
                             the magazines Tu Bazar and Actualidad Militar also helped link the Bank with families of members
                             of the Peruvian Army (EP).




                                                                                                                                      44
                                                                           2008 Annual Report

Meanwhile, significant achievements were made that enabled us to draw closer to the members of
the Air Force (FAP). This translated into a loan increase of S/. 14.8 million by the end of the year.
Given our serious commitment to this segment, we maintained our status as a competitive entity,
distinguishing ourselves with our flexibility and establishing close ties with the institution. Trips were
made, flyers were distributed, sponsorships were entered into and talks were given to serve as a
basis and support for the products offered by the Bank. An informational office and ATM were also
installed in Air Group No. 8, and the permission was obtained from the Air Force Welfare Office to
install an ATM in Villa San Gabino in Surco (home to more than 4,000 families of Peruvian Air Force
-FAP- technicians and noncommissioned officers).


Loans in the Peruvian Navy (AP) grew by S/. 9.2 million over 2007, when the budgeted goal was only
S/. 0.8 million. While other financial entities bought debt from us for S/. 5.6 million, the Bank applied
the same strategy by purchasing a portfolio for S/. 7.1 million, which translates into a favorable
balance of S/. 1.4 million. The adoption of this policy enabled us to avoid a loss of stock and to
keep our clients. In order to implement our market share, new types of credits were implemented
for naval personnel (Finmar Promotional Loans and Finmar Gasoline Loans) with competitive rates.
Raffles were also held for household appliances and three-wheel vehicles. On the other hand, in order
to build a connection between the Bank and the families of the Peruvian Navy (AP), a customer
service center and an ATM was installed at the Naval Base in Callao, and an ATM was installed at
the Naval Center. Dissemination trips were also made to cities with active naval bases (Tumbes,
Piura, Arequipa, Iquitos and Pucallpa) and information was published regarding our services in major
magazines in the sector.




                                                                                                            45
Business Units




4.2 Medium-sized Business Banking
                          As part of Banco de Comercio’s portfolio diversification process, medium-sized business banking
                          has been under successful development. This trend was further confirmed by the results for 2008.
                          As a whole, direct and indirect loans grew by 24.4%, with which this unit has met its goals for the
                          third consecutive year in a highly competitive market.


                          The gross loans in the Medium-Sized Business Banking area closed at S/. 181.6 million, surpassing
                          internal expectations due to the incorporation of 80 new clients with a business volume of
                          approximately US$12 million.


                          An important contribution to this growth was also provided by the recently-created unit specialized
                          in leasing, which helped this product to grow by S/. 18.9 million over the course of the year. Thus,
                          this unit achieved an increase in the number of leasing agreements, which jumped from 6 to 111,
                          including 69 new clients. Furthermore, 30 new capital goods suppliers became customers.


                          Lastly, the incorporation of new clients has allowed for the diversification of the loan portfolio, as
                          well as the implementation of sector-specific policies to mitigate the risks inherent in each industry
                          in which the Bank presently operates.




                                                                                                                                  46
                                                                                                     2008 Annual Report

4.3 Small Business Banking
                             The management is convinced of the importance of becoming more and more involved in the
                             development of small businesses, a segment which includes all formalized enterprises with an annual
                             turnover of US$250,000 to US$750,000.


                             Through its Maxipyme product, the Bank offers small businesses access to revolving credit, which
                             customers may use for operations such as discounting bills, notes, letters of guarantee and/
                             or documentary credits for export/import transactions. It also offers leasing credits, COFIGAS
                             credits (for the financed conversion of vehicles to natural gas) as well as access to credit lines
                             from the Corporación Financiera de Desarrollo S.A. (COFIDE). This financial product is structured
                             through Standardized Financial Products (PFE) secured by the Guarantee Fund for Small Industries
                             (FOGAPI).


                             Thus, the adaptability of this product to the requirements of the small business segment, alongside
                             the strategy implemented for the identification and selection of clients, resulted in the consolidated
                             growth of total loans during 2008. As a consequence, a growth of approximately 74.9% was
                             achieved over the stock observed at the end of 2007. Loans grew by 81.9%, while indirect loans
                             rose by 50.7%.


                             The constant work between bank officers and business owners, as well as the continuation of our
                             training plan, resulted in the strong performance of our clients in the 2008 Micro-Enterprise Prize
                             (PREMIC) contest, where one of our clients won first place in the “Services” category.




                                                                                                                                     47
Business Units




4.4 Personal Banking   At the close of 2008, the Personal Banking Division represented over 60% of the total deposits
                       received by the Bank, with S/. 593.1 million accumulated as of December, a 34.2% growth over
                       2007 and 28% more than predicted.


                       These results reflect the Division’s emphasis on established beneficial and lasting relationships with
                       our clients using a strategy of competitive interest rates that diversify the structure of the term
                       deposits.


                       The term deposits through the Maxiplazo Campaign in Nuevos Soles, together with the Severance
                       Payment (CTS) Account Campaign, were the most well-received liabilities among our clients during
                       2008 due to the impact achieved by the interest rates offered and the incentives given for the
                       transfer of severance payment (CTS) accounts, as well as the support of an advertising campaign
                       disseminated through the radio, newspapers and billboards.


                       The Division’s loans totaled S/. 52.3 million as of December 2008, which represented a growth
                       of 17.2% over 2007. This expansion was the result of the development of agreements for payroll
                       deductions entered into with public and private entities.



                       Lastly, the Personal Banking Division is orienting its efforts toward the diversification in the structure
                       of its loans through the development of new markets that allow for a better financial margin in
                       keeping with responsible risk management.


                       Likewise, efforts are being made to expand and diversify the client deposit portfolio through the
                       promotion of savings accounts, term deposits and severance payments (CTS) in our network of
                       branches and commercial promoters, as well as electronic trade.




                                                                                                                                   48
                                                                                      2008 Annual Report

4.5 Trusts   The Trust Department was created in February 2006. During 2008, the Bank’s trust business
             showed a significant growth of 190% over the previous fiscal year. The trust funds managed by the
             Bank in 2008 rose to S/. 118.6 million, which is the highest volume of trust agreements managed to
             this point, whether from the public or private sector.


             This business unit is still growing, and it is expected to consolidate itself over the next few years,
             based on the solid macroeconomic indicators registered by the Peruvian economy and the sustained
             growth of the Bank’s business.




                                                                                                                      49
Business Units




4.6 International Businesses
                               In light of the growth shown by the foreign trade in the country, Banco de Comercio has defined this as
                               one of its strategic segments. For this reason, a plan was prepared that enabled the increase of foreign
                               trade business, gaining new clients, consolidating the loyalty of current clients and strengthening
                               relationships with correspondent banks. This series of actions has allowed us to adequately serve
                               our target market of small- and medium-sized enterprises while also offering them excellent service
                               delivered promptly and at a fair price.

                               With regard to the management of this division, the amount of the credit lines from abroad was
                               increased by 16.4% over 2007, while at the same time diminishing the average funding rate obtained
                               from our correspondent banks.

                               The international business area is also currently optimizing its organizational structure in order to
                               clearly define commercial and product management in its relationships with its correspondent banks.

                               A significant factor in obtaining new and better credit facilities with correspondent banks was the
                               close collaboration with and participation of the General Manager and Board of Directors of Banco de
                               Comercio, who constantly supported the Business Division and the International Business Department
                               in their participation in events and meetings attended by executives from banks and multilateral
                               organizations interested in investing in Peru. These executives were given presentations on the
                               excellent financial and economic situation of the Bank. Banco de Comercio participated in the following
                               events over the course of 2008:

                                   • FIBA Anti Money Laundering Compliance Conference, Miami, FL, U.S.A.
                                   • IBD-IIC Annual Meeting of the Board of Governors, Miami, FL, U.S.A.
                                   • Association of Trade and Forfaiting in the Americas (ATFA) 11th Annual Conference, Miami, FL,
                                     U.S.A.
                                   • 24th Latin American Congress on Foreign Trade (CLACE) Lima, Peru
                                   • Annual Meeting of the IMF/World Bank Board of Governors, Washington, D.C., U.S.A.
                                   • 42nd Annual Meeting of the Latin American Federation of Banks (FELABAN) Panama City,
                                     Panama




                                                                                                                                          50
                                                                                           2008 Annual Report

4.7 Treasury
               It is the policy of the Administration and Finance Division to ensure the efficient administration of
               the financial intermediation of resources, providing adequate and prompt liquidity to the strategic
               business units for such purpose, while at the same time determining competitive market interest rates
               according to the maturity dates agreed on.


               At the close of 2008, the liquidity levels surpassed the minimum requirements established by the
               Superintendency of Banking and Insurance (SBS) and the Pension Fund Management Companies (AFP)
               registering indicators of 15.2% in local currency and 47.9% in foreign currency. Both levels are greater
               than the parameters of 8% and 20% required by the supervisory entity in local and foreign currency,
               respectively. This indicates adequate liquidity levels mainly in local currency, since greater dynamism
               was recorded in the business areas, driven in turn by macroeconomic stability and the strengthening
               of the local currency.


               The Treasury Business Unit, for its part, manages the Bank’s available funds, which amount to S/. 133.1
               million, consisting mainly of cash and deposits (reserve funds). It is also constantly engaged in financial
               activities in the interbank market and participates actively in the fixed income market through the
               acquisition of certificates of deposit from the Peruvian Central Reserve Bank (BCRP) which registered
               a level of S/. 23 million at the close of fiscal year 2008.


               The Exchange Transactions Business Unit, on the other hand, is active in the exchange market, offering
               foreign currency buying and selling services through the network of branch offices and Business
               Banking officers, and providing personalized service with a preferential exchange rate for our clients,
               contributing, without a doubt, a substantial part of the Bank’s income. In 2008, income from exchange
               transactions generated in 2007 almost doubled, rising to S/. 4.1 million.




                                                                                                                            51
Business Units




4.8 Capital Market   The implementation of the Capital Market Department was approved by Board of Directors resolution
                     in July 2007 as a strategic unit for promoting the creation of value in order to offer new alternatives
                     to make the Bank’s resources profitable and create a new line of businesses to contribute to the
                     growth of the institution.


                     During 2008, the Bank participated in the Peruvian stock market, carrying out spot and swap
                     transactions with shares on the Lima Stock Market. However, this participation has been very
                     conservative: a maximum of only 25% of the amount authorized by the Bank’s Board of Directors
                     was invested. This behavior was influenced by the crisis which the international financial market was
                     experiencing during this period, which significantly affected all the stock markets around the world
                     and resulted in a 60% drop in the Lima Stock Market over the course of the year.


                     The performance of these types of transactions by the Capital Market Department has allowed
                     for the consolidation of the operating processes implemented for the liquidation, registration and
                     valuation of the equity transactions carried out by the Back Office, Accounting and Risks areas, as
                     well as the identification and control of the risks involved.


                     The structure of the portfolio as of the close of 2008 was as follows: cash 67.5%; swap transactions
                     16.6%; finances 5.6%; mining 4.7%; energy 3.4%; and construction 2.2%.


                     With regard to the profitability of the portfolio managed, while it was affected by the drastic drop
                     registered by the Lima Stock Market during the year and the negative trend experienced by all
                     portfolios managed in the system continued, the portfolio demonstrated a better performance than
                     the profitability registered in the same period by equity mutual funds, which are considered to be the
                     benchmark of profitability obtained by the Capital Market Department.




                                                                                                                               52
                                                                           2008 Annual Report

At the beginning of 2008, the Investment Committee began functioning with the main purpose of
controlling the securities investments made by the Bank, along with the Ethics Committee, which
aims to comply and ensure compliance with the provisions established in the Regulations on Ethical
Conduct and Professional Capacity in the Investment Process.


In addition to the equity portfolio management activities, the Capital Market Department has
commenced the development of certain investigative projects, in line with the business plan
approved by the Bank’s Board of Directors, in order to identify and create products or services
related to the Capital Market that may be offered to the Bank’s clients.




                                                                                                     53
Everything is easier
 when we work as a
               team
                                             5
                                                 Support
                                                 Units



We work together to ensure perfection down
to the last detail



                                                           55
Support Units




5.1 Risk Management   Banco de Comercio performs Risk Management in order to identify, evaluate and respond to the
                      risks that affect the goals set forth in the Bank’s Strategic Plan, monitoring and communicating the
                      development of these risks.


                      The Bank also manages the different risks through policies established by the Board of Directors
                      based on the law in force and in accordance with the characteristics inherent to the Bank’s line of
                      business. These policies are laid out in the Comprehensive Risk Management Guide and the different
                      manuals for each specific risk.


                      The Bank’s Risk Management activities are governed by the Board of Directors. Beneath the
                      Board, there is a Risk Committee that includes members of the Board and the management team.
                      The executive unit is the Risk Division, which is responsible for the Credit Risk Department (which
                      evaluates the admission of credits); the Credit Control Department (which performs the evaluation
                      and monitoring of the credit portfolio); the Risk Management Department (which manages
                      market, country and transaction risks); and the Credit Management Department (which performs
                      the evaluation of the formalization of the credits prior their disbursement, as well as managing
                      credit guarantees). The other business and support units have duties and responsibilities in the
                      management of their own risks, for which purpose Risk Coordinators have been appointed, who are
                      responsible for coordinating the activities aimed at identifying the risks within their units.


                      In 2008, the Bank executed the Plan for Adaptation to Comprehensive Risk Management in
                      compliance with SBS Resolution 37-2008, the Regulations on Comprehensive Risk Management,
                      complying with all legal requirements established in said resolution.


                      The Bank has formed a specialized, multidisciplinary team responsible for the project for the
                      adaptation to the Basel II New Capital Accord, establishing these activities as part of the Bank’s
                      strategic project and providing all facilities necessary to best comply with their duties.




                                                                                                                             56
                                                                          2008 Annual Report

CREDIT RISK – CONSUMER AND SMALL-AND MEDIUM-SIZED ENTERPRISES
(SME)
In 2008, Banco de Comercio created a unit directly dependent on the General Manager’s Office
specialized in the management of Credit Risk of individuals and Small - and Medium-Sized Enterprises
(SME) which is responsible for the evaluation of credit risk when admitting the credits from such
banks.


The Business Banking Analysis and Admission Unit was also created, which is part of the Business
Banking Division. This unit is responsible for previously preparing and evaluating the credit proposals
before passing them on to the Credit Risk Department.


The Bank is in the process of developing different credit risk evaluation models, especially with
regard to its Consumer (Retail) Banking business, in order to measure the debt levels of its clients
and strictly monitor the indicators established in its credit risk policy, which have been defined based
on the regulatory guidelines in force.


The Bank also constantly monitors the commercial credit portfolio in accordance with the different
economic sectors to which it is exposed, following indicators and periodically submitting reports to
the Bank’s upper management.




                                                                                                          57
Support Units




                MARKET RISKS AND LIQUIDITY
                The Bank manages its market risks based on its exposures in its exchange and investment
                transactions. Starting in 2008, it entered into trading investments with a small share quota in this
                business, for which it has developed different internal models for the evaluation of the risks of these
                holdings.


                With regard to the interest rate risk, constant monitoring is carried out for the indicators of this risk
                based on the regulatory requirements in force.


                With regard to the liquidity risk, different internal indicators have been developed that measure the
                actual position of the Bank’s liquidity and strict monitoring of the established limits is carried out for
                the management of this risk.


                The Risk Division publishes on a daily basis all the indicators that measure the Bank’s exposure to
                market and liquidity risks. These indicators are reported to the management so that appropriate
                decisions may be made.


                OPERATIONAL RISK
                During 2008, the Bank placed a high priority on the development of its operational risk management.
                It implemented its management methodology throughout the entire Bank, while at the same time
                strengthening the unit responsible for managing operational risk through the appointment of a
                group of analysts in accordance with the requirements of said management, who were provided with
                up-to-date training on the subject.




                                                                                                                             58
                                                                          2008 Annual Report

A Training Plan for all levels of the organization was also developed with regard to operational risk.
All Bank employees have now undergone training. This plan is being executed periodically, including
operational risk in the orientation process of all personnel who are hired by the Bank.


Within the project for the adaptation to the Basel II New Capital Accord, the Bank has placed special
emphasis on compliance with all the requirements established by this accord and the regulations
issued by the Supervisor for the management of operational risk, allocating the resources necessary
for the optimization of said management process.




                                                                                                         59
Support Units




5.2 Human Resources   As mentioned above, human capital is the main asset and means by which an Institution may
                      guarantee its competitiveness and last over time. For this reason, greater productivity and higher-
                      quality service may be generated through continuous training, always to the benefit of internal and
                      external clients.


                      The Human Resources Area is in charge of planning, organizing, coordinating and directing activities
                      related to the administration of personnel with regard to salaries, hiring, training, contracting and
                      evaluation, as well as the career line and personnel wellbeing. It is also responsible for improving and
                      ensuring the quality of the institution’s services, as a unit independent from the operating, business
                      and customer service areas.


                      To this end, training activities were further developed in 2008 in order to strengthen the quality of
                      customer service, transparency of information on the rates and commissions of the products and
                      services, money laundering prevention, trading and capital market transactions, adaptation to the
                      Basel II Accord, talks on information security and operational risk, as well as the announcement of
                      strategic planning on all levels of the organization. Personnel were also offered the skills course,
                      a corporate sales workshop (SPIN) the Quality Service Program and training for attention to
                      complaints, etc.


                      It is important to highlight that, in addition to the training programs, different spirit-building activities
                      have been carried out for all employees, including the Youth Labor Training Program, holiday
                      celebrations (Secretary’s Day, Mother’s Day, Father’s Day, International Women’s Day, Labor Day,
                      Independence Day) company Olympics, a Christmas party and gift exchange, prevention activities,
                      Bank anniversary party, New Year’s party, etc.




                                                                                                                                      60
                                                                     2008 Annual Report

Additionally, the General Manager and the Head of Human Resources have been attending a monthly
executive breakfast with almost the entire staff of the Bank, as our collaborators celebrate yet
another anniversary with the Company. These meetings are used as a space for personnel to express
opinions and concerns, thus continuing to improve the participative, transparent and professional
culture of the institute.


As of December 31, Banco de Comercio had a workforce of 663 employees, consisting of the
following levels:




                                                                                                    61
Support Units




5.3 Information Technology

                             The vision of the Technology, Operations and Processes Division is to support the organization by
                             providing work systems that help increase productivity and facilitate attention to internal users and
                             clients within the necessary time periods.


                             In 2008, the Technology, Operations and Processes Division continued to comply with its main
                             duty, designing and improving processes, attending to central and office operations, managing
                             technological projects and providing consultancy on technological and organizational aspects.


                             To accomplish this, a significant sum of money was invested in changing the Bank’s central system,
                             a project which the Division is still carrying out and which will be completed by early 2010. This
                             change is being made because in a more and more competitive banking industry, it has become
                             necessary to have systems that allow for new products to be brought to the market at the
                             lowest cost possible in the moment at which they are needed and, as far as possible, before the
                             competition is able to do so.


                             To tackle this situation of tight competition, banks need to upgrade their technology in order to
                             achieve cost reductions in their processes and improve their levels of flexibility in the delivery of
                             financial products. This means that they must seek to update their systems to obtain better customer
                             service and lower operating costs. The only way to achieve such performance is through the latest IT
                             systems and processes that may provide solutions that are in line with market requirements.


                             Conscious of this need for change, the Bank’s administration and the Technology, Operations and
                             Processes Division proposed the development of the project for the change of the central system,
                             based on a three-stage plan: the selection plan, the selection process and the installation process.
                             For this purpose, after defining the basic requirements, it was proposed to evaluate the different
                             comprehensive systems offered on the international and domestic markets that were created with
                             the aim of satisfying the automation needs of a financial entity. These systems are known as “core
                             banking.”




                                                                                                                                     62
                                                                                                     2008 Annual Report




                        In addition to this large project, equally notable is the successful development of the activities aimed
                        at improving service for external and internal customers, such as the improvements in the website,
                        bill payment by ATM, advance reserve from the Peruvian Central Reserve Bank (BCRP) management
                        information systems, etc.




5.4 Internal Auditing
                        The Internal Auditing Office of Banco de Comercio plays an important role in complying with the strategic
                        goals, the identification of risks and the constant strengthening of the internal control system.


                        In fiscal year 2008, Internal Auditing fulfilled 100% of its scheduled activities. The personnel of the
                        Internal Auditing Office has also actively participated, in relation to its respective specialties, in other
                        activities such as the Bank’s Strategic Planning process, the project for the changeover to core banking,
                        the Basel II project, the Expenses and Acquisitions Committee, attention to requirements and inquiries
                        made by independent auditors and the SBS On-Site Inspection Commission, among others.


                        In addition, the Office defined the functional requirements for the development of an application known
                        as SOA (Auditing Objection Monitoring) which was programmed in Lotus Notes by the Technology,
                        Operations and Processes Division. The objective of the SOA is to support and facilitate the work
                        involved in monitoring the objections made by Internal Auditors, Independent Auditors and the SBS.


                        Another important tool that has been used intensively during fiscal year 2008 is the ACL, a program
                        with which a series of data analyses have been developed that have allowed for the continuous
                        monitoring of subjects such as cancellation of actions at tellers’ windows, advance payment of term
                        deposits, expense or extraordinary income accounts, credits past due for more than 90 days that are
                        not in litigation, etc.




                                                                                                                                      63
Support Units




                         Additionally, work was performed on the design of the “Suggestion Box for Complaints Regarding
                         Questionable Practices,” which was sent to the Technology, Operations and Processes Division
                         for development. This “Suggestion Box” entered production on January 1, 2009, and functions in
                         accordance with Comprehensive Risk Management (GIR).


                         Plans are in place for 2009 for the generation of new versions of the applications described, which will
                         allow for the further reinforcement of the control actions on the part of the Internal Auditing Office.



5.5 Strategic Projects

      Division
                         The Strategic Projects Division (DPE) has been functioning in Banco de Comercio since the second
                         half of 2008. It was created for the purpose of implementing the practice and results of the Bank’s
                         Strategic Projects Management using specialized methodology and management tools based on an
                         up-to-date technological platform. Thus, its management affected all the organizational units of the
                         Bank. The Division is responsible for the supervision and control for the compliance with the plans,
                         programs, methodologies, didactic strategies, materials and terms oriented toward developing and
                         implementing the strategic projects contained in the Institutional Strategic Plan (PEI).


                         The DPE operates together with the Bank’s administration. Its mission is to centralize and coordinate
                         the direction of the Strategic Projects and other projects significant to the Institution. Its main duties
                         include the direction and supervision of project management, with an emphasis on coordinated
                         planning; the prioritization and execution of projects and sub-projects related to the business
                         objectives. For this reason, the DPE operates continuously in aspects that range from providing
                         backup to the project management teams in the form of training, software, standardized policies
                         and procedures to the direct management of and responsibility for the projects in order to fulfill the
                         project objectives.




                                                                                                                                     64
                                                                           2008 Annual Report

In its first stage, the DPE has focused its efforts on the definition and dissemination of its regulatory
framework, which establishes its jurisdiction and competence, as well as on the definition,
preparation and implementation of the management methodology and tools required to complete
its mission, all oriented toward the coordinated planning and execution of the megaprojects and
sub-projects related to the Bank’s business objectives. It also acts as support for the different areas
of the institution in the execution of product and service development projects, as well as in the
planning and implementation of regulatory projects created by the entities of the regulatory system
(Superintendency of Banking and Insurance -SBS, Peruvian Central Reserve Bank -- BCRP, Central
Government, etc.)


In summary, for the administration and management of its strategy, Banco de Comercio has two
areas that efficiently complement each others’ roles: the Administration and Finance Division and
the Strategic Projects Division. The Administration and Finance Division is responsible, through
its Economic Planning and Studies Area, for organizing, coordinating and steering the definition of
the strategy of Banco de Comercio, set forth in the Institutional Strategic Plan, which involves the
portfolio of strategic projects defined to achieve the Bank’s vision. Thus, it is in charge of evaluating
the compliance with the strategic objectives through the measurement of strategic indicators.
The Strategic Projects Division, on the other hand, is responsible for coordinating, organizing and
directing the action plans to develop and implement the Bank’s Strategic Projects.




                                                                                                           65
 We always
strive to do
       more
                                                6
                                                    Miscellaneous




We never rest so that you can always count on
the best



                                                                    67
Miscellaneous




6.1 Stock       Exchange
     Listing




                           68
                                                                                                  2008 Annual Report

6.2 Preparation of Audited

  Financial Statement
                             The financial statements for the year 2008 were audited by the firm Pazos, López de Romaña,
                             Rodríguez S.C. BDO. The report issued by the independent auditors, containing the Balance Sheet
                             and the Profit and Loss Statement, as well as the Opinion of the Independent Auditors, is attached
                             hereto.




6.3 Changes of Officers in Charge of Preparing and

   Reviewing the Financial Information

                             During 2008, Banco de Comercio maintained the following officers in their respective positions:
                             Carlos Alberto Mujica Castro, General Manager; David Antonio Ambrosini Valdez, Administration and
                             Finance Division Manager; José Fernando Choza Carro, Legal Counsel Division Manager; José Antonio
                             Agapito Gonzales, Account Manager; and Nicanor Edgar Choque de la Cruz, Head of the Accounting
                             Department.




                                                                                                                                 69
Miscellaneous




6.4 Legal, Administrative

     or Arbitration Proceedings
                              Neither Banco de Comercio nor its subsidiary, Inversiones Banco de Comercio S.A., has any judicial,
                              administrative or arbitration proceedings currently underway or that may be filed in the foreseeable
                              future, either against it or in its favor, and that may have a significant impact on its operating results
                              or financial standing.



6.5 Cultural and

     Social Responsibility
                              Banco de Comercio has maintained its habitual concern for the support of the development of the
                              community, for which purpose it contributes in different areas of interest such as citizen security,
                              sports, academics and culture.


                              The different activities performed in the Corporate Social Responsibility area, both internally and
                              externally, have helped generate a culture that aims for excellence in service, a fundamental pillar
                              for the success of our company.


                              INTERNAL ACTIVITIES
                              Activities, training and recreation




                                                                                                                                          70
                                                                            2008 Annual Report

Anniversary breakfasts
Every month, in order to demonstrate our appreciation of those who have completed one more
year working with us, events were organized with the employees in meetings that allowed them
to communicate directly with our General Manager. These meetings serve to gather important
contributions in our effort to continually improve the institution and its human resources.


Youth Labor Training Program 2008
“Our employees’ progress involves their families, too, with an unforgettable training experience
for their children,” is the sentiment we sought to express with this activity. Once again, we held
the Youth Labor Training Program aimed at employees’ children between the ages of 13 and 17.
This experience, promoted by the General Manager’s Office, helps to orient the youth vocationally,
introducing them in situ to the different jobs carried out in the institution, participating in them and
getting involved in hands-on tutoring with guides who offer training talks on values and other topics,
according to their stage of development.


Health campaigns
In order to prevent illnesses and ailments, the administration, acting through the Human Relations
Department, held various health workdays throughout the year focusing on different medical
specialties, also including employees’ families.


Continuous training
Over the course of the year, conferences, workshops and seminars were organized, and congresses were
attended in order to maintain the personnel from the different branches of our activity up-to-date.


Holiday celebrations
Important dates were celebrated in our institution with tributes and acknowledgements of the
employees on days such as Mother’s Day, International Women’s Day, Father’s Day and Banco de
Comercio’s 4th Anniversary, which was attended by a large gathering of employees when we held a
pleasant lunch in Pachacamac, with singing and dance contests, showing off our employees’ artistic
potential.




                                                                                                           71
Miscellaneous




                SPORTS WITH THE EMPLOYEES

                Banco de Comercio Olympics 2008
                In the last part of the year, as part of our continued efforts to promote sports, we introduced the
                Banco de Comercio Olympics 2008, with the enthusiastic participation of the Banco de Comercio
                family in various sporting disciplines, including men’s soccer, coed volleyball, pelota and table
                tennis.


                2nd Place in the Interbank Soccer Tournament 2008
                As a result of our consistency and planned work, the Banco de Comercio soccer team made it to the
                finals of the 2008 Interbank Soccer Tournament. The game came down to a penalty shootout and
                we came away with second place in 2008.


                EXTERNAL ACTIVITIES

                Significant sports achievements
                World champions with Banco de Comercio
                Thanks to the constant support of our institution, siblings Jorge and Deysi Cori, ages 13 and 15
                respectively, won the World Chess Championships in their respective categories after having taken
                home the title at the Pan American event. They are currently fighting to have a rule passed to accredit
                them as International Grand Masters, the highest rank in the game.


                The significant support of Banco de Comercio, promoted by the Chairman of the Board of Directors,
                has been highlighted in the media.




                                                                                                                         72
                                                                       2008 Annual Report

Support of the game of bowls bears fruit: Sandro Saletti, Gold Medalist at the Pan American Bowls
Championship – Peru 2008


We continue racking up wins. On Saturday, December 6, athlete Sandro Saletti once again gained
recognition for his name and our country in an international tournament. With the support of Banco
de Comercio for the Peruvian Bowls Federation, the Pan American Championship was held in our
country for the first time and the Peruvian team wore our logo on their uniforms.


Sandro Saletti, a member of the Peruvian team and employee of Banco de Comercio, won the gold
medal in combined style. He also took home the bronze in the precision shot competition.


Major donation of motorcycles to the Peruvian Police Force (PNP) to support the Citizen Security
Campaign
Conscious of the importance of joining forces to take on the scourge of delinquency, Banco de
Comercio did its part in making a major donation of 25 motorcycles to the Peruvian Police Force
(PNP). This donation was a significant contribution to the Citizen Security Campaign implemented
for the Asia-Pacific Economic Cooperation Forum (APEC). The motorcycles were delivered in a
ceremony presided over by then-Minister of Internal Affairs, Luis Alva Castro, and attended by the
Bank President, Wilfredo Laffose Quintana.


Promoting studies
Awards to those earning first place in university entrance exams
For several years now, Banco de Comercio has been rewarding students’ hard work by giving out
prizes to those earn the top spots in entrance exams to universities such as Federico Villarreal
National University, San Marcos Major National University and Inca Garcilaso de la Vega University.
Year 2008 was no different, and the importance of the rewards was recognized by university
officials, parents and students.




                                                                                                      73
Miscellaneous




                Cultural support
                The presentation of the book Agenda Económica para el Cambio – Crecer con Menos Pobreza e
                Inequidad (The Economic Agenda for Change: Growing with Less Poverty and Inequality) was met
                with high expectations. It was written by César Peñaranda Castañeda, Vice President of Banco de
                Comercio. It has been an honor for our institution to participate in the publication of such an important
                work, together with the Lima Chamber of Commerce. The book addresses topics of national interest
                in the field of economics, discussed in a manner that may be easily understood by those who are not
                necessarily versed in the area. Without a doubt, this book is a great contribution to the literature in
                our country.


                Training workshops for owners of small-and medium-sized enterprises
                Throughout the year, thanks to the management of our Business Banking Division, workshops were
                held at University of the Pacific that have helped train small business owners. The closing ceremony
                for the workshops was held in December 2008, where the participants’ enthusiasm for training and
                progress was clear.


                Theater for children and young people
                With the sponsorship of the Bank, the theater group TAIJ put on three plays. In addition to
                providing culture and entertainment to the community, these plays were free for the children of our
                employees.


                Solidarity for health and Christmas kermess
                Called on by the NGO Caminando Juntos, and with the participation of the employees of Banco
                de Comercio and their families, we traveled to Chilca, where we planted 130 trees to improve the
                environmental conditions of Nuevo San Andrés.




                                                                                                                            74
                                                                         2008 Annual Report

Subsequently, at the request of the same NGO, we participated in the Christmas kermess for children
from areas of extreme poverty in various zones of Lima. The children celebrated Christmas with a
day of games, entertainment and, of course, gifts. Thanks to the generosity of the employees of
Banco de Comercio and the institution itself, they experienced the joy of knowing that they have not
been forgotten by society.


Christmas at La Posadita del Buen Pastor
Continuing with this noble task of bringing Christmas to those who least expect it, employees from
the Bank put on a delightful show and gave out gifts contributed by our institution and its employees,
bringing joy to children suffering from economic and moral hardships who live at the Posadita del
Buen Pastor children’s home in Magdalena.




                                                                                                         75
 Heading up
a great team
                                     7
                                         Board of Directors
                                         and Management



Leadership and efficiency guarantee
a job well done



                                                         77
Standing: Luis Montezuma Cárdenas,
Enrique Díaz Ortega
and Hernán Rodríguez García
Seated: César Peñaranda Castañeda,
Wilfredo Lafosse Quintana and
José Palomino Röedel




                            78
                                                                                                        2008 Annual Report

7.1 The Board of Directors   Wilfredo Lafosse Quintana - Chairman of the Board
                             A retired Rear Admiral of the Peruvian Navy with a Master’s Degree in Business Administration
                             (MBA) from the University of the Pacific. He received the Special Robert Maes Award for academic
                             achievement at the University of the Pacific and was granted the Naval Medal of Honor on several
                             occasions. He is currently pursuing his PhD in Business Administration at Pacific Western University
                             and at Newport International University.


                             Mr. Lafosse was the Director of the Consultancy Center in Business Administration at the University
                             of the Pacific, Strategic Planning Director at the Ministry of Industries and Fisheries and held different
                             strategic positions in the Peruvian Navy.


                             From 1996 to date, he has been a Professor at the Graduate School of the University of the Pacific.
                             He has also been a member of the Board of Directors of Banco de Comercio since February 2004, and
                             Chairman of the Board since September 2004.


                             César A. Peñaranda Castañeda, Vice-Chairman of the Board of Directors
                             Bachelor’s Degree in Economics. Master’s Degree and PhD (ABD) from Cornell University (USA).
                             He has been a professor at the University of the Pacific, the Pontifical Catholic University of Peru,
                             the University of Lima and the Graduate Business School (ESAN). He is the author of three books on
                             economics published by IDB -INTAL (1984) the University of the Pacific (1996), the Lima Chamber
                             of Commerce (CCL) and Banco de Comercio (2008). He has published more than 60 articles in
                             prestigious national and international academic media.


                             Mr. Peñaranda was Vice-President of the Freedom and Democracy Institute (2007 - 2008); and
                             member and Chairman of the Committee for Market Access of the National Institute for the Defense
                             of Free Competition and the Protection of Intellectual Property (INDECOPI) (2004 – 2008). He
                             has been a Director and Member of the Board of Directors and the Executive Committee of the
                             Lima Chamber of Commerce (2006-2008). He was Executive Technical Secretary of the Business
                             Council for International Negotiations (CENI) (2004-2005) acting as the technical spokesman for
                             the entire Peruvian private sector in the Free Trade Agreement negotiations with the United States.




                                                                                                                                         79
Board of Directors and Management




                                    He was advisor to the President of the Lima Chamber of Commerce (2001-2004) advisor to the
                                    Freedom and Democracy Institute (2003) and main advisor and senior advisor to the Ministry of
                                    Economy and Finance (1991-1992). He has also worked as a consultant for the Governments of
                                    Bolivia (1987) and Honduras (1996). He was President of the Graduate Business School (ESAN)
                                    (1984-1986) Head of the Industrial Development Department of the Andean Community (CAN)
                                    (1972-1982) and Head of the Economic Research Department of the Peruvian Central Reserve Bank
                                    (BCRP) (1967-1972). He has also worked as a consultant for international organizations such as
                                    the Inter-American Development Bank (IDB); the Institute for Latin American Integration (INTAL);
                                    the United Nations (UN); the Economic Commission for Latin America and the Caribbean (CEPAL);
                                    the Andean Community (CAN); the Latin American Integration Association (ALADI); and the Andean
                                    Development Corporation (CAF) where he held the position of Director in 1992.


                                    He is currently the Vice-President of the Banco de Comercio, Executive Director of the Institute
                                    of Economy and Business Development of the Lima Chamber of Commerce and Director in several
                                    companies.


                                    Luis César Montezuma Cárdenas, Director
                                    A civil engineer graduated from the National University of Engineering (UNI) with a degree from the
                                    Advanced Management Program at the University of Piura and Northwest University, Chicago (USA)
                                    as well as from the CEO’s Management Program at the Kellogg School of Management. He has also
                                    pursued multiple specialized studies in his fields of expertise at national and foreign universities and
                                    graduate schools, along with more than 35 years of experience in financial activity and business
                                    administration in the areas of planning, administration and systems.


                                    Luis César Montezuma Cárdenas has held top management positions at Corporación Backus S.A. and
                                    Cervecerías Peruanas Backus S.A.A., where he acted as CFO and CIO of the business group. While
                                    occupying these positions, he performed numerous national and international financial transactions,
                                    issued bonds on the capital market and directly participated in major business acqusitions and
                                    mergers. He was also in charge of the Business Planning Office of the brewing group. Previously,
                                    he held top management positions at Panamericana TV, Grupo REX, Banco Comercial del Perú and




                                                                                                                                              80
                                                                         2008 Annual Report

Banco Continental. He has been a member of the Board of Directors of Quiputada S.A., Agua Mineral
San Mateo S.A., Embotelladora Frontera S.A. (Pepsicola del Sur) Corporación Boliviana de Bebidas
(Pepsicola de Bolivia) and other companies.


He has participated as a speaker in the Master’s Degree Programs in Business Administration at
the University of the Pacific and the University of Lima. He was also appointed as a Member of the
Standing Trust Committee of the Graduate Business School (ESAN) and has been a guest speaker
on several occasions at the School. Additionally, he has published various specialized articles in the
areas of strategic planning, finances and systems in different media.


Mr. Montezuma currently performs support activities for business management and planning as
part of Montezuma & Asociados, Consultores, a company which he co-founded and for which he
is General Manager. He is also a member of the board of directors of various industrial and service
companies. He has been a Director at Banco de Comercio since February 2004.


Hernán Rodríguez García - Director
Holds a Bachelor’s Degree in Business Administration, with specialization in Banking and Finance in
financial and commercial entities. He also obtained the Executive Master of Business Administration
at San Ignacio de Loyola University, Lima, Peru; and a Master’s Degree in Business Administration at
the University of Quebec, Montreal, Canada.


He has worked in executive and management positions in the commercial, credit, personal banking,
risks, recoveries and business banking areas, in prime financial entities such as Banco de Crédito del
Perú, Interbank, etc.


In 2001, Hernán Rodriguez García became Real Estate Manager for the Military and Police Pension
Fund (CPMP); in 2002, Investments Managerand in 2006, the General Manager of the pension fund,
responsible for the administration of the pension funds of the Peruvian Armed Forces (FFAA) and the
Police Force (PNP). He is also the General Manager of La Caja Negocios Inmobiliarios and a member of
the Board of Directors of Banco de Comercio. He was the General Manager of the Caja Operadora de




                                                                                                         81
Board of Directors and Management




                                    Hoteles Las Americas, as well as the organizer responsible before the Superintendency of Banking
                                    and Insurance (SBS) for Banco de Comercio´s Corporate reorganization process, acting on behalf
                                    of the majority shareholder, the Military and Police Pension Fund (CPMP). He is also a Director of
                                    Administradora del Comercio.


                                    Enrique Díaz Ortega, Director
                                    He holds a Bachelor’s Degree in Economics from the Pontifical Catholic University of Peru. He
                                    received his Master’s Degree in Economics, specializing in Economic Development, Public Finance
                                    and Basic Economic Theory, from Cornell University in Ithaca, New York, where he also completed his
                                    PhD in Economics.


                                    Enrique Diaz Ortega has continued to pursue specialized training in various topics within the field of
                                    economics, including Evolving Structures of Securities Markets at McDonough School of Business;
                                    Capital Markets Research Center at Georgetown University (Washington, D.C., U.S.A.); Challenges
                                    and Trends of Depositaries at the Second Meeting of the American Association for Central Security
                                    Deposits in New York, among other studies undertaken in universities and first-class institutions
                                    abroad, such as the World Bank (Washington, D.C.) the Inter-American Development Bank
                                    (Washington, D.C.) and the Wharton School at the University of Pennsylvania (USA).


                                    He has had an extensive professional career in Peru and abroad, establishing himself at the Peruvian
                                    Central Reserve Bank (BCRP) where he worked as Central Manager. He is also the former Chairman
                                    of the Board of the Peruvian Securities and Exchange Commission (CONASEV) where he previously
                                    served as a Director and the General Manager. He was also Assistant Superintendent of the
                                    Superintendency of Private Pension Fund Management Companies and Director and Vice-Chairman
                                    of the Supervisory Body for Private Investment in Telecommunications (OSIPTEL). He is currently
                                    the President of the Center of Studies on Capital Markets, Investments and Finances (MC&F).


                                    Mr. Ortega has participated in and offered advisory services for Peruvian and international institutions
                                    such as the Peruvian Securities and Exchange Commission (CONASEV) of the Andean Development
                                    Corporation (CAF) (Peru); the National Fund for the Financing of State Business Activity (FONAFE)




                                                                                                                                               82
                                                                             2008 Annual Report

(Peru); the World Bank (U.S.A.); the Andean Development Corporation (CAF) (Venezuela); the
Inter-American Investment Corporation / Inter-American Development Bank (IIC-IDB) (Latin
America); the National Banking and Insurance Commission (Honduras); the Association of Pension
Fund Management Companies (Peru); the Securities Exchange Commission of the United Nations
Development Programme (UNDP) (Paraguay); the Santa Cruz Chamber of Industry and Commerce
(CAINCO) (Bolivia); the Superintendency of Companies of the Inter-American Development Bank
(IDB) (Ecuador); and the National Banking and Insurance Commission of the IDB (Honduras) among
others.


He continues teaching on subjects related to Public Finance, Economic Theory, Currency Theory
and Policy, International Economics, Financial Economic Theory, the Stock Market, and Corporate
Governance in various institutions, including the Pontifical Catholic University of Peru (PUCP) the
University of the Pacific, the University of Lima, the Graduate Business School (ESAN) the Institute
of Banking Education, the University of San Ignacio de Loyola and the Peruvian University of Applied
Sciences. He has also contributed analytical articles to a variety of specialized magazines.

José Palomino Röedel, Director
Mr. Palomino is a civil engineer, graduating first in his class at the National University of Engineering in
1960 and completing his graduate studies in Economics and Industrial Planning at the Latin American
Institute of Economic Planning of the Economic Commission for Latin America and the Caribbean
(ILPES/CEPAL) in Santiago, Chile in 1964.


His outstanding professional and personal qualities have helped him achieve top-ranking positions
such as the Peruvian Ministry of Fisheries; President of the National Development Corporation
(CONADE); Interim General Manager of the Peruvian Institute of Social Security (IPSS); General
Manager of the Attorney General’s Office, as well as previously working as Loan Manager and General
Manager at the Banco Industrial del Perú and Planning Director of the Cartagena Agreement (Andean
Community – CAN) for 10 years.




                                                                                                              83
Board of Directors and Management




                                    José Palomino Röedel has also served as a consultant for important entities such as the Inter-
                                    American Development Bank (IDB); the Corporación Financiera de Desarrollo S.A. (COFIDE) in Peru;
                                    the Inter-American Cooperation Institute for Agriculture/International Bank for Reconstruction
                                    and Development (IICA/BIRF); the Latin American Integration Association (ALADI); the United
                                    Nations; and the EBERTH Foundation; and has worked on independent consultancies for the
                                    Cartagena Agreement, the Institute for Latin American Integration (INTAL) and the Economic
                                    Commission for Latin America and the Caribbean (CEPAL) in Peru, as well as Brazil, Panama,
                                    Guatemala, Paraguay and other countries.

                                    He has also worked and taken on special commissions in the Public Sector, including that of Special
                                    Representative of Peru before the Government of Bolivia (for the negotiations of Banco Popular del
                                    Perú. President of the Latin American Organization for Fisheries Development (OLDEPESCA) and
                                    has been a member of the Board of Directors of such companies as Banco de Fomento Agropecuario,
                                    Cementos Lima, Cementos Yura, Cementos Norte Pacasmayo, Cemento Andino, Cementos Sur
                                    and Empresa Nacional del Tabaco, among others. He was an advisor to the Senior Management
                                    of the National Superintendency of Tax Administration (SUNAT). At present, he is advisor to the
                                    Chairman of the Board of the Peruvian Securities and Exchange Commission (CONASEV).

                                    In the private sector, he was the Managing Director of Natrogel S.A., a chemical company exporting
                                    activated clays to the Andean Group.




                                                                                                                                          84
2008 Annual Report




             85
FOTO GERENTES
no han enviado pendiente
                      Left to right:
                      Front row, from left to right:
                      Néstor Plasencia, César Coronado,
                      Fredy Molfino, Carlos Mujica,
                      Marisa Freire and Gonzalo Muñiz
                      Back row, from left to right:
                      Carlos Villalobos, David Ambrosini,
                      Jaime Bedoya, Jorge Alvarado,
                      Miguel Carpio and Fernando Correa




                                                      86
                                                                                            2008 Annual Report

7.2 The Management   Carlos Alberto Mujica Castro, General Manager
                     Mr. Mujica graduated with a Degree in Business Administration from the University of the Pacific,
                     with specialized studies in the Advanced Management Program (PADE) of the University of Piura,
                     as well as several training seminars given by Citibank. His 29 years of career experience have
                     given him an extensive professional background. He has worked at 12 international banks and 13
                     domestic banks. He also worked 12 years as Head of Corporate Banking at Citibank, where he held
                     the position of Vice-President. He was General Manager of Peruinvest, Banco Minero and Banco
                     Central Hipotecario, as well as Corporate Banking Manager at Interbank. His professional experience
                     has also included the position of General Manager of Intertítulos, a securitization corporation of
                     the Interbank Group, where he was responsible for most of the securitizations performed in Peru
                     (Quimpac, Wong, Drokasa, University of San Martín de Porres).


                     David Antonio Ambrosini Valdez, Finance Division Manager
                     Mr. Ambrosini graduated as industrial engineer from the National University of Engineering
                     (UNI) and holds a Master’s Degree in Business Administration from the University of the Pacific,
                     where he obtained the Robert Maes Award for Academic Achievement. He passed the Level I
                     CFA examination in June 2004. He has 29 years of professional experience, with specialization
                     in Corporate Finance, Treasury, Banking Products, Economic Value Added, Management Control,
                     Budgets and Accounting Processes. He has held management positions and was a member of the
                     Board of Directors of various companies in the finance, banking, export, commercial and industrial
                     sectors, among others. In the academic field, he is a professor at the Graduate Program of the
                     University of the Pacific, where he teaches several subjects, including Banking and Stock Exchange,
                     Valuation and Management Based on Value, Finances, etc. He is the author of Introduction to
                     Banking, published by the University of the Pacific.


                     Fredy Molfino Martínez, Business Division Manager – Peruvian Armed Forces (FFAA) and
                     Police Force (PNP) Banking
                     A retired Rear Admiral with the Peruvian Navy, Mr. Molfino obtained a Master’s Degree in Economics
                     and Business Administration at the Advanced Business Studies Institute (IESE) of the University
                     of Navarra, Spain, and a Master’s Degree in Management Sciences at the University of Chile. He




                                                                                                                           87
Board of Directors and Management




                                    completed the Advanced Management Program at the Graduate Business School (ESAN) with a
                                    Major in Finances, as well as the Operations Research Course – Systems Analysis at the University
                                    of Lima. Among other strategic positions held in the Peruvian Navy, he was Director of Economics,
                                    Chairman of the Retirement Fund and the Housing Fund. He was also Naval Secretary at the Ministry
                                    of Defense.


                                    Fernando Jaime Correa Pagador, Personal Banking Division Manager
                                    Mr. Correa graduated with a Degree in Business Administration from the University of the Pacific
                                    with specialized studies in the Advanced Management Program at the University of Piura. He
                                    completed the Advanced Management Program (PADE) with specialized studies in marketing at
                                    the Graduate Business School (ESAN). He has 16 years of professional experience, specialized
                                    in areas of sales management. He has held important managerial positions in prime insurance and
                                    pension fund management companies in the commercial and operating areas.


                                    Gonzalo Muñiz Vizcarra, Business Division Manager – Business Banking
                                    Executive officer with over 22 years’ experience in financial activities. In the last 14 years, he has
                                    held management positions in different first-class financial institutions. He has broad experience
                                    in the granting, administration and recovery of short- and long-term credit operations, and has a
                                    strategic and well-rounded vision of business focused on objectives and results. He has a Bachelor’s
                                    Degree in Economics from Santa María Catholic University of Arequipa and has completed
                                    specialized studies at the Central American Institute of Business Administration (INCAE) and the
                                    Advanced Management Program (PADE) in Business Administration at the Graduate Business
                                    School (ESAN).


                                    Marisa Freire de Stewart, Business Division Manager – Small- and Medium-Sized
                                    Enterprises
                                    She completed Business Administration studies at the University of Lima, with specialized studies
                                    at the University of Piura, University of California at Berkeley (USA) and the Graduate Business
                                    School (ESAN) among others. She has 16 years’ experience in managerial positions in national
                                    and multinational companies, leaders in the financial system and in commercialization. Over the




                                                                                                                                           88
                                                                       2008 Annual Report

course of her career, she has been Corporate Project Manager and Corporate Finance Manager in
Corporación Yanbal International, where she was previously Corporate Financial Vice-President
and General Manager of Best Home del Perú; Quality Manager of Banco Wiese Sudameris and Wiese
Ltdo.; Resident Vice-President of Consumer Bank and Corporate Bank of Citibank N.A., Sucursal
Lima. She was also Head of the Personal Banking Division at Banco Continental.


José Fernando Choza Carro, Legal Counsel Division Manager
Attorney-at-law and graduate of the Pontifical Catholic University of Peru Law School. Mr. Choza
has broad banking experience, occupying managerial positions such as Central Legal Division
Manager at Interbank; Legal Counsel Manager and Secretary of the Board of Directors of Banco del
Libertador; Central Legal Counsel Manager and Secretary of the Board of Directors of Bancosur;
Legal Counsel Manager and Secretary of the Board of Directors of Banco Financiero del Perú; Legal
Counsel Manager at Banco Nuevo Mundo; and attorney and partner at Ernesto Coz & Asociados
Law Firm. He has taught at the Pontifical Catholic University of Peru Law School.


Néstor Alberto Plasencia Angulo, Internal Auditing Manager
Certified Public Accountant and graduate of Inca Garcilaso de la Vega University, with a degree
from the Management Development Program at the University of Piura.


He completed studies at the University of the Pacific and the University of Lima. He has vast
experience in areas such as Comptrolling, Risks and Auditing, in which he pursued specialized
studies in Financial and Operations Auditing. He has performed control activities in prime banking
and financial institutions such as Banco Santander, Bancosur, Banco del Libertador and Financiera
Nacional, among others. In addition, he has worked as an independent auditor at important
companies in the financial, industrial and commercial sectors. He is currently an active member of
the Internal Auditors’ Committee of the Peruvian Banking Association (ASBANC) where he is part
of the Board of Directors and the Institute of Internal Auditors – Certificate of Membership.




                                                                                                     89
Board of Directors and Management




                                    Jorge Alvarado Valdivia, Risk Division Manager
                                    Mr. Alvarado holds a Master’s Degree in Business Administration from the Graduate Business
                                    School (ESAN) and a degree from the University of Piura in Upper Management Programs, with
                                    studies at the University of Lima in Banking and Finances, and at the Chase Institute of New York
                                    and the Burse Studies Institute (IEB) in Spain.


                                    He has 38 years of banking experience in financial, credit and business management in different
                                    domestic and foreign banks, as well as 19 years’ teaching experience in subjects related to Banking
                                    and Finances. He currently teaches at the Peruvian University of Applied Sciences (UPC) and the
                                    Graduate Business School (ESAN). He has held upper managerial positions at Banco Continental,
                                    Banco Financiero, Banco Industrial del Perú and other institutions. He worked as a consultant
                                    locally and abroad for the Inter-American Development Bank (IDB) and the International Monetary
                                    Fund (IMF).


                                    Carlos Elías Villalobos Valenzuela, Technology, Operations and Processes Division
                                    Manager
                                    Mr. Villalobos holds a Degree in Business Administration, with specialized studies in the Advanced
                                    Management Program (PADE) of the University of Piura, and has 33 years of experience in various
                                    institutions, especially in the financial sector.


                                    He has held important managerial and supervisory positions in Banco Internacional del Perú and
                                    Banco de Crédito, respectively. He has also been the Systems and Organization Manager at AFP
                                    Horizonte; Central Manager of Development and IT at the Peruvian Institute of Social Security
                                    (IPSS); and Systems and Processes Manager at Banco Sudamericano.


                                    He has provided consultancy on information technology to companies such as Wiese Sudameris
                                    Leasing, Banco Wiese Sudameris, the Ministry of Agriculture, Interbank and the National Office of
                                    Electronic Governance and Information Technology, among others.




                                                                                                                                          90
                                                                       2008 Annual Report

César Ignacio Coronado Aguilar, Compliance Office Manager
A specialist in Executive Management, Mr. Coronado has more than 47 years of experience in the
Peruvian Financial System, having held management positions in banking institutions such as
Banco del Progreso and Banco Continental in the fields of Branch Office Administration, Personal
Banking and Operations. He specializes in the areas of management, control, process supervision
and office administration.


Miguel Ángel Carpio Flores, Strategic Projects Division Manager
A professional in Administration, Organization and Information Technology with more than 30
years’ experience who has held important management positions. A retired officer of the Peruvian
Police Force – Civil Guard, specialized in Information Technology. He completed graduate studies
in Systems Engineering at the University of Lima; graduate studies in Public Relations at the
Pontifical Catholic University of Peru; Organization and Administration at the Graduate Business
School (ESAN); Strategic Planning at the Peruvian Institute of Business Administration (IPAE) with
specialization in IT and Systems Auditing. He has also taken specialized courses at the Information
Technology School of the Spanish Gendarmerie in Spain; the Computer Technology School of
the French Gendarmerie; and at Complutense University in Madrid, Spain. He completed the
specialization course in Management Control at the Pontifical Catholic University of Chile Business
School. Mr. Carpio also has broad experience in the financial sector, having held management
positions in the areas of Organization, Information Tecnology, and IT and Systems Auditing. He is
an advisor/consultant for companies in the areas of organization and information technology, and
is recognized for his extensive teaching experience as a university professor in courses dealing
with Planning, Information Technology and Systems.


Jaime Alfredo Bedoya Camere, Assistant Manager of the Human Resources
Department
A graduate of the University of Lima, Mr. Bedoya is an economist with a Master’s Degree in Human
Resources from the Peruvian University of Applied Sciences (UPC). He has worked in banks and
private companies with ties to the financial, foreign trade and construction sectors for the past 28
years, holding commercial, financial and human resources positions.




                                                                                                      91
Board of Directors and Management




                                    Pedro Alberto Solis Torres, Deputy Special Credits Manager
                                    A Certified Public Accountant and a graduate of San Martín de Porres University, with specialized
                                    studies in the Upper Management Program of the University of Piura, as well as various training
                                    courses in finances, foreign trade and other areas related to banking and finance at the University
                                    of the Pacific, the Graduate Business School (ESAN), the Peruvian University of Applied Sciences
                                    (UPC), the Central Reserve Bank of Peru (BCR), the Superintendency of Banking and Insurance
                                    (SBS), etc. He is a Legal Accounting Expert on the payroll of the Judicial Branch. Mr. Solís has over
                                    30 years’ experience as a Manager and Officer in the Peruvian Financial System, where he has been
                                    Head Supervisor of Inspections at the Superintendency of Banking and Insurance, Operations
                                    Manager and Member of the Credit Committee of the Banco Agrario del Perú, Head of Internal
                                    Auditing at Reaseguradora Peruana S.A., and Assistant Manager at various financial institutions in
                                    Peru, with broad experience in credits and collections, banking services, bankruptcy proceedings,
                                    etc. He is currently also Director and General Manager of Inversiones Banco de Comercio S. A.




                                                                                                                                            92
2008 Annual Report




             93
We start in
  our own
     home
                                           8
                                               Good Corporate
                                               Governance



The strong management of our institution
guarantees the best results




                                                                95
  Good Corporate Governance




INFORMATION ON COMPLIANCE WITH THE
PRINCIPLES OF GOOD GOVERNANCE FOR
PERUVIAN COMPANIES (10150)

(Fiscal Year 2008)
                                         Company name                      :        Banco de Comercio
                                                                                   (Hereinafter the COMPANY)


                                         Tax ID Number (RUC)                       :          20509507199


                                         Principal place of business :              Av. Canaval y Moreyra 452-454, San Isidro, Lima


                                         Telephone                         :        513 – 6000


                                         Fax                               :        513 – 7044


                                         Website                           :       www.bancomercio.com



                                         Email                             :       postmaster@bancomercio.com.pe



                                         Broker                            :       José Fernando Choza Carro


                                         Name of the auditing
                                         company1                          :




                                     1
                                         Only applicable if the information in this Report has been audited by a specialized company (for example: auditing firm,
                                         consulting company).




                                                                                                                                                                   96
                                                                                                             2008 Annual Report

Instructions   In Section One of this Report, 26 recommendations of the Principles of Good Governance for
               Peruvian Companies2 are assessed.
               With respect to each assessed recommendation, the COMPANY shall:
                      a) For the Subjective Assessment, mark with an (x) the level of compliance you consider
                           appropriate, taking into account the following scale:
                           0            :       Does not comply with the Principle
                           1-3          :       Partially complies with the Principle
                           4            :       Fully complies with the Principle
                      b) For the Objective Evaluation, mark with an (x) one or more of the indicated options and
                           complete the information requested in detail3.


               In Section Two of this Report, a series of issues regarding the rights of the shareholders and the
               Board of Directors, the responsibilities of the COMPANY, the shareholders and their interests
               (holdings) is assessed. In this section, the COMPANY shall fill out the information requested, either
               by marking with an (x) one or more alternatives included in each question and/or completing in
               detail the information requested.




               2
                   The text for the Principles of Good Governance for Peruvian Companies can be found at www.conasev.gob.pe
               3
                   For this purpose, lines may be added to the tables included in this report or, if this is not possible, the sample tables may be
                   copied as many times as required.




                                                                                                                                                      97
 Good Corporate Governance




Section One                  ASSESSMENT OF 26 PRINCIPLES
                             Shareholders’ Rights

                                                                                                                                           Compliance
                              Principles
                                                                                                                                       0    1    2   3    4

                              1. Principle (I.C.1. second paragraph): Generic matters shall not be                                                        X
                                 incorporated into the order of the day. All points to be dealt with should
                                 be duly detailed in such a manner that each matter may be discussed
                                 separately, facilitating its analysis and avoiding combined resolutions on
                                 matters on which there are different opinions.

                              2. Principle (I.C.1. third paragraph): The venue of the Shareholders’                                                       X
                                 Meetings shall be set in a manner that facilitates the attendance of the
                                 shareholders.

                             a. Indicate the number of shareholders’ meetings called by the COMPANY during the fiscal year
                                   subject matter hereof.

                                   Type                             Number

                                   Regular Shareholders’ Meeting       2

                                   Special Shareholders’ Meeting       0


                             b. Please complete the following information for each of the shareholders’ meetings called.




                                                                                                                holders present
                                                                              Type of Meeting                                          Duration




                                                                                                                  Nº of Share-
                                     Date        Date




                                                                                                     Quorum %
                                      of           of




                                                                                           Regular
                                                                                 Special
                                                             Venue of the                                                          Start          End
                                    Notice*     Meeting         Meeting                                                            Time          Time

                                     N/A       03.13.08 Lima (head office)        (...)     (X)       100            2             1:30 p.m. 3:30 p.m.
                                     N/A       04.29.08 Lima (head office)        (…)       (X)       100            2             10 a.m.       11 a.m.

                               *    If more than one notice was issued, please state the date for each one.




                                                                                                                                                              98
                                                                           2008 Annual Report

c. What means does the COMPANY use to call the meetings, other than those included in Section 43
   of the Business Corporations Act?

   (...) E-mail
   (...) Directly at the COMPANY
   (...) By phone
   (...) Web page
   (...) By mail
   ( X ) Other: Written notice (letter) forwarded to the Chairman of the administrative entity of the
              two (2) corporate shareholders
   (...) None

d. Please indicate whether any of the means mentioned in the preceding point are regulated in any
   of the COMPANY’s document(s).




               Regulations
                 Internal


                             Manual
     Bylaws




                                      Others
                                                           Name of Document*



    (...)      (...)         (...) (...)

   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

   (X) They are not regulated

e. If the COMPANY has a corporate web page, is it possible to obtain the minutes of the Shareholders’
   Meetings via this page?

                                               YES   NO
      Only for shareholders                    (...) (X)
      For the general public                   (...) (X)

   (...)          It has no web page




                                                                                                        99
Good Corporate Governance




                                                                                                                   Compliance
                             Principle
                                                                                                               0    1   2    3   4

                             3. Principle (I.C.2): Opportunities should be provided for shareholders to             X            X
                                place items on the order of the day at the Regular Shareholders Meetings,
                                subject to reasonable limitations.
                                Any matters introduced into the order of the day should be of COMPANY
                                interest and should fit within the legal or statutory competence of the
                                Meeting. The Board of Directors shall not deny this kind of request without
                                giving the shareholder reasonable justification.                                                  X

                            a. Please indicate whether shareholders may include issues on the order of the day by a mechanism
                               other than that included in the Business Corporations Act (Section 117 for closely held
                               corporations and Section 255 for publicly held corporations).

                               (X) Yes                  (...)            No

                            b. If the answer to the previous question is yes, then please list the alternative mechanisms.

                               The alternative mechanism is a written communication (letter) addressed to the Chairman of
                               the Bank’s Board of Directors from the President of the management body of the shareholders,
                               which does not need to be certified or notarized.

                            c. Please indicate whether any of the means mentioned in the preceding point are regulated in any
                               of the COMPANY’s document(s).
                                         Regulations
                                           Internal


                                                       Manual
                                Bylaws




                                                                Others
                                                                              Name of the Document*



                               (...)     (...)         (...) (...)

                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (X) They are not regulated




                                                                                                                                 100
                                                                          2008 Annual Report

d. Please state the number of requests submitted by the shareholders during the fiscal year subject
   matter hereof for the inclusion of issues to be dealt with in the order of the day of the meetings.

                 Number of Requests
      Received        Accepted        Rejected
            0              0                 0


                                                                                        Compliance
 Principle
                                                                                    0    1    2   3   4

 4. Principle (I.C.4.i.): The Bylaws shall not impose limits on the right of                          X
    shareholders entitled to participate in Shareholders’ Meetings to be
    represented by any person appointed by them.


a. In accordance with the provisions of Section 122 of the Business Corporations Act, please
   indicate whether the Company’s Bylaws limit the right of representation by reserving it:


   (...) To another shareholder
   (...) To a director
   (...) To a manager
   (X) There is no limit to the right of representation


b. Please complete the following information for each Meeting held during the fiscal year subject
   matter hereof:

     Type of Meeting           Date of the       Interest (%) over the total number of shares with
                                                                   voting rights
                                Meeting
    Regular      Special                                By Proxy                   Directly
      (X)         (...)        03.13.08                    (X)
                                                       (corporate
                                                      shareholder)




                                                                                                          101
Good Corporate Governance




                            c. Please indicate the requirements and formalities necessary for a shareholder to be represented
                               at a meeting.


                                Formality (please indicate whether the                              A specific letter for each Meeting which
                                COMPANY requires an uncertified letter,                              should fulfill the requirements allowing it to be
                                notarized                 letter,           notarially   recorded   authenticated by the General Manager, unless
                                instrument, etc.)                                                   it is a power of attorney granted by a notarially
                                                                                                    recorded instrument

                                Anticipation (number of days prior to the                           No less than 24 hours before the time set for
                                meeting that the power of attorney shall                            the Shareholders´ Meeting
                                be submitted)

                                Cost          (please              indicate        whether    the   N/A
                                COMPANY requires payment for this
                                purpose and, if so, indicate the amount)



                            d. Please indicate whether the requirements and formalities described in the preceding point are
                               regulated in any of the COMPANY’S document(s).



                                         Internal Regu-


                                                          Manual
                                Bylaws




                                                                   Others
                                             lations                                                Name of the Document*



                                (X)       (...)           (...) (...)


                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (...) They are not regulated




                                                                                                                                                        102
                                                                                             2008 Annual Report

Equal Treatment of Shareholders

                                                                                                               Compliance
    Principle
                                                                                                           0    1   2    3    4

    5. Principle (II.A.1, third paragraph): It is recommended that any company                                               N/A
                                                                                                                              X
       issuing investment stock or other securities without voting rights offer
       its holders the opportunity to exchange them for common shares with the
       right to vote or that they provide for this possibility at the time of issue.



e. Has the COMPANY carried out any process of exchange of investment stock in the last five
     years?

      (...) Yes        (...) No         (X)     Not applicable

                                                                                                               Compliance
    Principle
                                                                                                           0    1   2    3    4

    6. Principle (II.B): A sufficient number of directors shall be elected capable of                                          X
                                                                                                                              X
       exercising independent judgment on tasks where there is a potential for
       conflict of interest, being able, for such purpose, to take into consideration
       the participation of shareholders lacking control.
       Independent directors are those selected for their professional prestige
       and who are not connected to the Management or the majority shareholders
       of the COMPANY.


a. Please list the COMPANY’s number of dependent and independent directors4 .

              Directors                Number
        Dependent                          2
        Independent                        4
        Total                              6

4
     Independent directors are those who are not related to the issuing company’s management or to its majority
     shareholders.
     For this purpose, the relation is defined in the Regulations on Indirect Ownership, Relationship and Economic Group. Majority
     shareholders are those individuals or legal entities that own five percent (5%) or more of the capital stock of the issuing
     company.




                                                                                                                                    103
Good Corporate Governance




                            b. b.        Please indicate the special requirements (different from those necessary to be a director)
                               for being an independent director of the COMPANY?


                               N/A


                               (X) There are no special requirements


                            c. Please indicate whether any of the special requirements mentioned in the preceding point are
                               regulated in any of the COMPANY’s document(s).




                                          Regulations
                                            Internal


                                                        Manual
                                Bylaws




                                                                 Others
                                                                                  Name of the Document*



                                (...)     (...)         (...) (...)


                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.


                               (...) They are not regulated


                            d. Please indicate whether the COMPANY’s directors are relatives and the degree of kinship between
                               them:




                                                                                                                                 104
                                                                                                      2008 Annual Report

                                                      Kinship
                                                       with:                       Full Name of the




                                           Shareholder 1/.
           Director’s Full Name                                                     Shareholder1/.                 Additional




                                                                         Manager
                                                              Director
                                                                                     / Director /       Affinity
                                                                                                                  Information 2/.
                                                                                        Manager


   Wilfredo Jesús Lafosse Quintana        (...) (...) (...)                                              N/A

   César Peñaranda Castañeda              (…) (…) (…)                                                    N/A

   Enrique Díaz Ortega                    (…) (…) (…)                                                    N/A

   Fernando Lazo Manrique                 (...) (...) (...)                                              N/A

   Luis Montezuma Cárdenas                (...) (...) (...)                                              N/A
   Hernán Miguel Rodríguez García         (...) (...) (...)                                              N/A

   José Palomino Roedel                   (...) (...) (...)                                              N/A

   1/.
         Shareholders with shares amounting to or exceeding 5% of the capital stock (by class of
         shares, including investment stock).
   2/.
         If there exists any kinship with a shareholder, please include the shareholder’s interest. If the
         relation is with any member of the management, please include his/her position.


e. If any member of the Board of Directors holds, or has held during the fiscal year subject matter
   hereof, any managerial position in the Company, please indicate the following information:


         Director’s Full Name                                Managerial                        Time Holding the Position
                                                   Position Held                                Start              End

                  N/A




                                                                                                                                    105
Good Corporate Governance




                            f. If any member of the Board of Directors is or has also been, during the fiscal year subject matter
                               hereof, a member of the Board of Directors of any other company or companies listed on the
                               Lima Stock Exchange Register, please indicate the following information:


                                    Director’s Full Name            Name of the Companies                       Date
                                                                                                       Inicio            Término

                                Hernán Miguel Rodríguez García Administradora del Comercio S.A.      12.27.04        Currently in
                                                                                                                          office

                            Communication and Transparency of Information

                                                                                                                    Compliance
                             Principle
                                                                                                                0    1    2   3    4

                             7. Principle (IV.C, second third and fourth paragraph): While independent                        X    X
                                audits are generally focused on expressing opinions on financial
                                information, these may also deal with opinions or specialized reports on the
                                following issues: expert accounting reports, operational audits, systems
                                audits, project evaluation, cost systems evaluation or implementation,
                                tax audits, appraisals for adjustment of assets, portfolio evaluation,
                                inventories, or other special services.
                                It is recommended that such services be performed by different auditors,
                                or in the event they are done by the same auditors, this should not affect
                                the independence of their opinion. The COMPANY should reveal all audits
                                and specialized reports performed by the auditor.
                                Reports should be made on all services provided by the auditing firm or
                                auditor to the COMPANY, specifying the percentage represented by each
                                one and its participation in the income of the auditing firm or auditor.




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                                                                         2008 Annual Report

a. Please provide information on the auditing firms that have rendered their services to the
   COMPANY in the last five (5) years


        Name of the Auditing
                                               Service*                 Period        Payment**
               Firm

    Dongo-Soria, Gaveglio &      Financial auditing and monitoring       2004      US$ 51,000 +
    Asociados                    services to ensure compliance                     VAT
    PriceWaterhouse Coopers      with the assets laundering                        (86.27%)
                                 prevention system
    Dongo-Soria, Gaveglio &      Financial auditing and monitoring       2005      US$ 62,500 +
    Asociados                    services to ensure compliance                     VAT
    PriceWaterhouse Coopers      with the assets laundering                        (88.8%)
                                 prevention system
    Pazos, Lopez de Romaña,      Financial auditing and monitoring       2006      US$ 40,000 +VAT
    Rodríguez                    services to ensure compliance                     (100%)
    BDO                          with the assets laundering
                                 prevention system
    Pazos, Lopez de Romaña,      Financial auditing and monitoring       2007      US$ 40,000 +
    Rodríguez                    services to ensure compliance                     VAT
    BDO                          with the assets laundering                        (100%)
                                 prevention system

    Pazos, Lopez de Romaña,      Financial auditing and monitoring       2008      S/. 138,000 +
    Rodríguez                    services to ensure compliance                     VAT
    BDO                          with the assets laundering                        (100%)
                                 prevention system
     Banco de Comercio commenced operations on September 27, 2004.

    *   Please include all types of services such as specialized reports on financial information,
        accounting expert’s appraisals, operational audits, system audits, tax audits or other special
        services.
    ** Of the total amount paid to the auditing firm for any reason, please state the percentage
        corresponding to payment for financial auditing services.




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Good Corporate Governance




                            b. Please describe the pre-established mechanisms for hiring an auditing firm in charge of issuing
                               specialized reports on the annual financial statements (including the identification of the
                               COMPANY body in charge of selecting the auditing firm).


                               In 2004, 2005, 2006, 2007 and 2008, the Board of Directors, on behalf of the Regular
                               Shareholders’ Meeting (Article 18 of the Bylaws) has appointed the auditing firm after holding a
                               limited national bidding process with the participation of the most prestigious auditing firms on
                               the market.


                               (...) There is no pre-established mechanism


                            c. Please indicate whether any of the mechanisms mentioned in the preceding point are included in
                               any of the COMPANY’s document(s).




                                         Internal Regu-


                                                          Manual
                                Bylaws




                                                                   Others
                                             lations
                                                                             Name of the Document*



                               (...)      (...)           (...) (...)

                               *Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (X) They are not regulated

                            d. Please indicate whether the auditing firm hired to issue a specialized report on the COMPANY’s
                               financial statements corresponding to the fiscal year subject matter hereof also issued
                               specialized reports on the financial statements for the same fiscal year for other companies in
                               your economic group.

                               (X) Yes                    (...)       No




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                                                                        2008 Annual Report


                    Name of the Company or Companies in the SME Economic Group
     Almacenera Peruana de Comercio S.A. – ALPECO
     Inversiones Banco de Comercio S.A. – INVERPECO
     Administradora del Comercio S.A.

e. Please indicate the number of meetings held between the area in charge of the internal audits and
   the auditing firm hired during the fiscal year subject matter hereof.

                                         Number of Meetings
       0        1        2       3          4       5           More than 5      Not applicable
                                                                  (X)


                                                                                       Compliance
 Principle
                                                                                  0     1   2   3   4

 8. Principle (IV.D.2): Attention to particular requests for information           X                X
    by shareholders, investors in general, or stakeholders related to the
    COMPANY should be made through a responsible authority and/or
    personnel appointed for such purpose.


a. Please indicate the mean(s) or way(s) in which the COMPANY’s shareholders or stakeholders may
   request information in order for their request to be processed.

                                                   Shareholder                    Stakeholders
    E-mail                                              (...)                           (...)
    Directly at the COMPANY                             (...)                           (...)
    By phone                                            (...)                           (...)
    Web page                                            (...)                           (...)
    By mail                                             (...)                           (...)
    Other: (please specify)                            (X)                              (...)
                                     By written notice (letter) forwarded to
                                     the Chairman of the Board of Directors or
                                     the General Manager




                                                                                                        109
Good Corporate Governance




                            b. Notwithstanding the information responsibilities of the General Manager established in Section
                               190 of the Business Corporations Act, please state which area and/or person is in charge of
                               receiving and processing the shareholders’ requests for information. If a person is responsible,
                               then please list his/her position and area of work.

                                                Area in Charge                                N/A

                                                                           Person in Charge
                                        Names and Surnames                     Position                   Area
                                                           N/A

                            c. Please indicate whether the COMPANY’s procedure for processing shareholders’ and/or
                               stakeholders’ requests for information is regulated by any of the COMPANY’s document (s).




                                        Internal Regu-


                                                         Manual
                               Bylaws




                                                                  Others
                                            lations
                                                                                 Name of the Document*



                              (...)      (...)           (...) (...)

                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.


                               (...) The COMPANY has implemented a procedure but it is not regulated
                               (X) Not applicable: there is no pre-established procedure


                            d. Please list the number of information requests submitted by the COMPANY’s shareholders and/
                               or stakeholders during the fiscal year subject matter hereof.

                                                Area in Charge                                N/A

                                                                           Person in Charge
                                        Names and Surnames                     Position                  Rejected
                                                            17                   17                         0




                                                                                                                             110
                                                                                                 2008 Annual Report

e. If the COMPANY has a corporate web page, does it include a special section on corporate
   governance or relations with shareholders and investors?


   (...)    Yes          (X)      No           (...)     It has no web page


f. Please indicate whether the COMPANY has received any complaints for limiting any shareholder’s
   access to information during the fiscal year subject matter hereof.


   (...)    Yes          (X)      No

                                                                                                                   Compliance
 Principle
                                                                                                               0    1    2    3     4

 9. Principle (IV.D.3.): Any cases of doubt over the confidential character                                               2          X
    of information requested by shareholders or stakeholders related to the
    COMPANY should be resolved. The criteria should be adopted by the Board
    of Directors and ratified by the Shareholders Meeting, as well as included
    in the Bylaws or internal regulations of the COMPANY. In no case should the
    disclosure of information put the competitive position of the COMPANY in
    danger or affect the normal development of COMPANY activities.


a. Who determines the confidential nature of any given information?


   (X) The Board of Directors
   (...) The General Manager
   (...) Other: (please specify) ....................................................................................................


b. Please specify the objective pre-established criteria that allow information to be declared
   confidential. In addition, please indicate the number of requests for information submitted
   by shareholders during the fiscal year subject matter hereof which were rejected due to the
   confidential nature of the information.

   None

   (X) There are no pre-established mechanisms .




                                                                                                                                        111
Good Corporate Governance




                            c. Please indicate whether any of the criteria mentioned in the preceding point are included in any of
                               the COMPANY’s document(s).




                                           Internal Regu-


                                                             Manual
                                 Bylaws




                                                                      Others
                                               lations
                                                                                Name of the Document*



                                 (...)      (...)           (...) (...)


                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (...) They are not regulated


                                                                                                                    Compliance
                             Principle
                                                                                                                0    1   2   3   4
                             10.Principle (IV.F, first paragraph): The COMPANY should have internal                               X
                                                                                                                                 X
                               auditing. The internal auditors, in exercising their functions, should
                               maintain an independent professional relationship with the COMPANY
                               hiring them. They should comply with the same principles of diligence,
                               loyalty and confidentiality that are demanded from the Board of Directors
                               and the Management.

                            a. Please indicate whether the COMPANY has an independent area in charge of internal audits.


                               (X)        Yes               (...)       No


                            b. If the answer to the previous question is affirmative, please indicate, in terms of the COMPANY’s
                               organizational structure, on whom internal audits depend and to whom this area reports.

                                  Depends on:                                         Board of Directors
                                  Reports to:                                         Board of Directors




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                                                                          2008 Annual Report

c. Please indicate the main responsibilities entrusted to the internal auditors and whether they
   perform other duties unrelated to internal audits.


   The main responsibility of the Internal Audit Manager’s Office is to provide guarantees to the
   Board of Directors and Shareholders’ Meeting regarding the effectiveness of risk management,
   by, among other things: coordinating and setting up Auditing Committees in order to report the
   results of the evaluations and other important issues of the institution; coordinating and setting
   up meetings with officials of the Superintendency of Banking and Insurance (SBS) Private Pension
   Fund Management Companies (AFP) and Independent Auditors, when required; preparing the
   Annual Work Plan; continually evaluating the internal control system; system for the prevention
   of asset laundering and the financing of terrorism; ensuring the equity and assets; complying
   with policies established by the Board of Directors; and enforcing the legal provisions entrusted
   to internal and external regulatory/monitoring bodies.


   The Internal Audit Manager’s Office does not perform tasks unrelated to its duties. It carries out its
   work on a full-time basis and does not engage in any other activities. It depends organizationally,
   functionally and administratively on the Board of Directors, to which it reports and from which it
   receives all authorizations to achieve its objectives.


d. Please indicate whether any of the responsibilities mentioned in the preceding point are regulated
   in any of the COMPANY’s document(s).


              Regulations
                Internal


                            Manual
     Bylaws




                                     Others
                                                     Name of the Document*



                            (X)


   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

   (...) They are not regulated




                                                                                                           113
Good Corporate Governance




                            Responsibilities of the Board of Directors

                                                                                                                     Compliance
                             Principle
                                                                                                                 0    1   2   3   4

                             11 Principle (V.D.1); The Board of Directors should fulfill certain key functions,                    X
                                                                                                                                  X
                                including:
                                Evaluating, approving and guiding corporate strategy; establishing
                                objectives and goals, as well as major plans of action, risk monitoring,
                                control and management policy, annual budgets and business plans;
                                monitoring the implementation thereof; and overseeing major capital
                                expenditures, investments, acquisitions and divestitures.



                            a. If the COMPANY’s Board of Directors is in charge of the function described in this principle, please
                               indicate whether this function of the Board is included in any of the COMPANY’s document (s).




                                         Regulations
                                           Internal


                                                       Manual
                                Bylaws




                                                                Others
                                                                               Name of the Document*



                                (X)      (...)         (...) (...)


                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (...) The Board of Directors is in charge of the above-mentioned function, but it is not regulated
                               (...) Not applicable: the Board of Directors is not in charge of that function




                                                                                                                                      114
                                                                         2008 Annual Report


                                                                                         Compliance
 Principles
                                                                                     0    1   2   3   4
 The Board of Directors shall perform the following key duties:
 12.Principio (V.D.2).- Seleccionar, controlar y, cuando se haga necesario,                           X
                                                                                                      X
   sustituir a los ejecutivos principales, así como fijar su retribución.

 13.Principio (V.D.3).- Evaluar la remuneración de los ejecutivos principales y                       X
   de los miembros del Directorio, asegurándose que el procedimiento para
   elegir a los directores sea formal y transparente.

a. If the COMPANY’s Board of Directors is in charge of the functions described in this principle,
   please indicate whether these functions of the Board are mentioned in any of the COMPANY’s
   document(s).




              Regulations
                Internal


                            Manual
    Bylaws




                                     Others
                                                   Name of the Document*



    (X)       (...)         (...) (...)


   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.


   (...) The Board of Directors is in charge of the above-mentioned functions, but they are not
             regulated
   (...) Not applicable: he Board of Directors is not in charge of those functions




                                                                                                          115
Good Corporate Governance




                            b. Please state which body is in charge of:


                                Function                                            Board of     General         Other
                                                                                    Directors    Manager      (please list)

                               Hiring and replacing the General Manager                 (X)        (...)

                               Hiring and replacing the Management Staff                (X)        (...)

                               Establishing the main Executives’ salaries               (X)        (...)
                               Evaluating the salaries of the main Executives           (…)         (X)

                               Evaluating the Directors’ salaries                       (...)      (...)     Shareholders’
                                                                                                               Meeting



                            c. Please indicate whether the COMPANY has internal policies or established procedures for:

                                Policies for :                                          Yes       NO
                                Hiring and replacing the main Executives                 (X)     (...)
                                Establishing the main Executives’ salaries               (X)     (...)
                                Evaluating the salaries of the main Executives           (X)     (...)
                                Evaluating the Directors’ salaries                      (...)     (X)
                                Appointing the Directors                                (...)     (X)


                            d. If the answer to the previous question is affirmative for one or more of the indicated procedures,
                               please indicate whether these procedures are regulated in any of the COMPANY’s document(s).




                                                                                                                              116
                                                                                    2008 Annual Report




           Regulations
             Internal


                         Manual
  Bylaws




                                  Others
                                                               Name of the Document*



  (X)       (...)        (...) (...)       Manual of Risk Comprehensive Management Policies
                                           and Procedures
                                           Organization and Functions Manual for the General Manager

 * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

           (…)           They are not regulated


                                                                                                  Compliance
Principle
                                                                                              0    1   2   3   4

14.The Board of Directors shall perform the following key duties:                                      X       X
  Principle (V.D.4): Carry out the monitoring and control of possible
  conflicts of interest between the management staff, Board members and
  shareholders, including misuse of corporate assets and abuse in related
  party transactions.


 If the COMPANY’s Board of Directors is in charge of the function described in this principle, please
 indicate whether this function of the Board is included in any of the COMPANY’s document (s).
           Regulations
             Internal


                         Manual
  Bylaws




                                  Others

                                                               Name of the Document*



  (...)     (...)        (...) (...)

 * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.




                                                                                                                   117
Good Corporate Governance




                               (X) The Board of Directors is in charge of the above-mentioned function, but it is not regulated
                               (...) Not applicable: the Board of Directors is not in charge of that function


                            a. Please list the number of cases of conflict of interests which have been discussed by the Board of
                               Directors during the fiscal year subject matter hereof.


                                    Number of cases            None


                            b. Please indicate whether the COMPANY or its Board of Directors has a Code of Ethics or any similar
                               document(s) wherein possible conflicts of interest are regulated.


                               (X) Yes        (...)   No


                               If your answer is affirmative, please state the exact name of such document:
                               Manual of Ethics and Professional Skills in the Investment Process


                            c. Please state the pre-established procedures for approval of transactions between related
                               parties.
                               The transactions between related parties are subject to the regulations of the Law on the
                               Financial and Insurance System and Internal Regulations of the Superintendency of Banking and
                               Insurance, to the regulations issued by the Superintendency of Banking and Insurance (SBS) and
                               Private Pension Fund Management Companies (AFP) and, if applicable, to the provisions of the
                               Income Tax Act and its regulations, as well as any other tax provisions applicable thereto.




                                                                                                                              118
                                                                          2008 Annual Report


                                                                                         Compliance
 Principle
                                                                                     0    1   2   3   4

 15. The Board of Directors shall perform the following key duties:                                   X
                                                                                                      X
     Principle (V.D.5): Supervise the integrity of the COMPANY´s accounting
     system and financial statements, including the independent audit, and
     the existence of appropriate monitoring systems, in particular, control
     of financial and non-financial risks and compliance with the law.


a. If the COMPANY’s Board of Directors is in charge of the function described in this principle, please
   indicate whether this function of the Board is included in any of the COMPANY’s document (s).




             Regulations
               Internal


                           Manual
    Bylaws




                                    Others
                                                   Name of the Document*



    (X)      (...)         (...) (...)

   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.


   (...) The Board of Directors is in charge of the above-mentioned function, but it is not regulated
   (...) Not applicable: the Board of Directors is not in charge of that function



b. Please indicate whether the COMPANY has control systems for financial and non-financial risks.


   (X) Yes                 (...)             No


c. Please indicate whether the control systems described in the preceding point are regulated in
   any of the COMPANY’s document(s).




                                                                                                          119
Good Corporate Governance




                                         Regulations
                                           Internal


                                                       Manual
                                Bylaws




                                                                Others
                                                                                               Name of the Document*



                                (...)     (X)          (X) (...) Manual of Risk Comprehensive Management Policies
                                                                          and Procedures
                                                                          Regulation of the Risk Committe

                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (...) They are not regulated


                                                                                                                           Compliance
                             Principle
                                                                                                                       0    1   2   3   4

                             16. The Board of Directors shall perform the following key duties:                        X                X
                                 Principle (V.D.6): Monitor the effectiveness of the governance practices
                                 under which it operates, making changes from time to time.



                            a. Is the COMPANY’s Board of Directors in charge of the function described in this principle?


                               (X) Yes                 (...)             No


                            b. Please list the pre-established procedures for supervising the effectiveness of the governance
                               practices, specifying the number of assessments carried out during the period.
                               There is no pre-established procedure to supervise the effectiveness of the governance
                               practices. However, the Board of Directors makes the necessary changes.


                            c. Please indicate whether the procedures described in the preceding point are regulated in any of
                               the COMPANY’s document (s).




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                                                                                        2008 Annual Report




             Regulations
               Internal


                           Manual
    Bylaws




                                    Others
                                                                    Name of the Document*



    (...)    (...)         (...) (...)

   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.


   (X) They are not regulated

                                                                                                  Compliance
 Principle
                                                                                              0    1   2   3   4

17. The Board of Directors shall perform the following key duties:                                             X
                                                                                                               X
      Principle (V.D.7): Oversee the disclosure policy.


a. If the COMPANY’s Board of Directors is in charge of the function described in this principle, please
   indicate whether this function of the Board is included in any of the COMPANY’s document(s).




             Regulations
               Internal


                           Manual
    Bylaws




                                    Others
                                                                    Name of the Document*



    (...)     (X)          (X)      (X)      Internal Conduct Regulations – Important Facts
                                             Customer Service Policy Manual
                                             Manual of Ethics and Professional Skills
                                             in the Investment Process

   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

   (...) The Board of Directors is in charge of the above-mentioned function, but it is not regulated
   (...) Not applicable: the Board of Directors is not in charge of that function



                                                                                                                   121
Good Corporate Governance




                            b. Please state the COMPANY’s policy on disclosure and communication of information to
                               shareholders.
                               The COMPANY’s policy on disclosure and communication of information to investors is to
                               strictly comply with the Securities Act and the regulations issued by the Peruvian Securities and
                               Exchange Commission (CONASEV).

                               (...) Not applicable: the COMPANY has no such policy

                            c. Please indicate whether the policy described in the preceding point is regulated in any of the
                               COMPANY’s document (s).




                                         Regulations
                                           Internal


                                                       Manual
                                Bylaws




                                                                Others
                                                                                       Name of the Document*



                                (...)    (...)         (...) (X) Internal Conduct Regulations – Important Facts.

                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (...) They are not regulated

                                                                                                                       Compliance
                             Principle
                                                                                                                   0    1   2   3   4

                            18. Principle (V.E.1): The Board of Directors may form special bodies according                         X
                                                                                                                                    X
                                to the needs and size of the COMPANY, particularly a body to assume
                                the auditing function. In addition, these special bodies may be aimed at,
                                among other things, the duties of appointment, compensation, control
                                and planning.
                                These special bodies will be formed within the Board of Directors as support
                                mechanisms and should preferably include an independent director, in
                                order to make impartial decisions on matters that may cause a conflict of
                                interest.




                                                                                                                                        122
                                                                          2008 Annual Report

a. If the answer to the preceding point is affirmative, please indicate the following information
   regarding each committee of the COMPANY’s Board of Directors:



                                      AUDITING COMMITTEE

   i. Date of creation: September 28, 2004
   ii. Functions:
   1. Monitoring the adequate performance of the internal control system.
   2. Keeping the Board of Directors informed about compliance with internal policies and
      procedures, as well as the detection of internal control and administration problems, based
      on the evaluations by Internal Auditing, the Independent Auditors and the Superintendency
      of Banking and Insurance (SBS).
   3. Informing the Board of Directors of the resolutions of the Auditing Committee with respect
      to the evaluations performed and reports submitted by Internal Auditing, the Independent
      Auditors and the SBS.
   4. Reviewing and approving the Annual Internal Auditing Schedule and the reports submitted
      as part of its control evaluations.
   5. Evaluating the performance of the Internal Auditing Office and the Independent Auditors
      in order to make sure it is in line with the Bank’s needs, ensuring full access to information
      on the action plans, the results of the evaluations and the follow-up on the implementation
      of the recommendations of the internal and independent auditors.
   6. Becoming familiar with the reports issued by the SBS after its inspection visits, as well as
      the follow-up actions on the implementation of recommendations under the responsibility
      of the Internal Auditing Office.
   7. Defining the criteria for the selection and hiring of the Independent Auditors, evaluating
      their performance and determining the supplementary reports necessary for the best
      possible performance of their duties or the compliance with the legal provisions in force.
   8. Defining the criteria for the selection and hiring of internal auditors and their main
      collaborators, setting the pay thereof and evaluating their performance and monetary
      incentives.




                                                                                                       123
Good Corporate Governance




                            iii. Main Rules of Organization and Functioning:
                            • The following officers shall regularly attend the meetings of the Auditing Committee:
                            - Members of the Board of Directors who are members of the Committee
                            - General Manager or the person appointed to represent him/her
                            - Internal Auditing Officer Manager
                            • The Committee is made up of three (3) members of the Board of Directors who do not hold
                              managerial positions in the COMPANY. The Board of Directors shall renew at least one of its
                              members every three (3) years.
                            • The Internal Auditing Office Manager shall act as Technical Secretary.
                            • Depending on the order of the day, guests may include managers, officers, suppliers,
                              representatives of independent control entities and the Auditors that participated in the
                              development of the evaluations.
                            • The Committee shall be presided over one by of the Directors. In his absence, the chairmanship
                              shall be delegated to one of the Committee members, who shall be another Director in the
                              case of prolonged absence.
                            • The meetings of the Auditing Committee shall be held on a monthly basis or when called by its
                              members.
                            • Only the Directors have the right to vote. Resolutions shall be adopted by majority of votes.
                            • Resolutions shall be recorded in the Minutes signed by each of the attending members and
                              kept in the Minute Book, which shall be made available to the SBS.
                            • The drawing up of the Minutes, as well as their safekeeping, shall be the responsibility of the
                              Technical Secretary.
                            • The auditing reports and presentations under the responsibility of internal officers, control
                              entities and suppliers who are required or invited to attend by the Committee shall be made
                              in accordance with the order of the day, which shall be prepared and coordinated by the
                              Technical Secretary with the Chairman of the Auditing Committee.
                            • The Internal Auditing Office may issue unscheduled reports on activities when considered
                              relevant or expressly requested by the Board of Directors or Management, in coordination with
                              the Chairman of the Auditing Committee, or reporting on such issues in the following Meeting.
                            • The resolutions of the Auditing Committee recorded in the corresponding Minutes shall
                              include the signature of the Committee members as proof of their approval.
                            • At the beginning of each meeting, the Technical Secretary shall provide each member of the
                              Auditing Committee with the Minutes from the previous meeting.




                                                                                                                                124
                                                                        2008 Annual Report


iv. Members of the Committee:
                                                 Date
             Full Name                                                  Position in the Committee
                                        Start              End

 Wilfredo Jesús Lafosse Quintana      05.09.06     Currently in office          Chairman

 Fernando Lazo Manrique               09.28.04          03.12.08                Member
 Hernán Miguel Rodríguez García       09.05.06     Currently in office           Member
 José Palomino Roedel                 04.10.07     Currently in office           Member

v. Number of meetings held during the fiscal year:                                   12

vi. Holds powers delegated according to Section 174 of the
                                                                          (X) Yes        (...) NO
    Business Corporations Act:

                                   EXECUTIVE COMMITTEE

 i. Date of creation: September 28, 2004
ii. Functions:
The Executive Committee is vested with the following powers:
1. Approving or rejecting credit transactions, when these exceed the limits delegated by the
   Board of Directors to the Management, whether these are new credits or re-scheduled
   credits, refinanced credits, amendments, extensions, payment of money or anything else of
   value in exchange for the extinguishment of a debt, judicial award or decision, transactions,
   write-offs, improvements or release of guarantees, amounting to US$1, millionor its
   equivalent in Nuevos Soles.
2. Investigating and issuing an opinion on cases delegated by the Board of Directors.
3. On some occasions, reporting to the Board of Directors:
   a. Being informed of the notices forwarded to the Bank and those issued by the Bank to
      third parties.
   b. Being informed of all resolutions, notices, official letters and any other communications
      sent by the Superintendency of Banking and Insurance (SBSthePeruvian Securities and
      Exchange Commission (CONASEV) the National Superintendency of Tax Administration




                                                                                                    125
Good Corporate Governance




                                  (SUNAT), the Lima Stock Exchange (BVL) and other institutions related to the Bank’s
                                  activities, as well as the notices sent by the Bank to the aforementioned institutions.
                               c. Being informed on, assessing, approving and/or making recommendations about the
                                  reports and proposals presented by the areas of business, risks, finances, operations
                                  and management, systems and special credits.

                            iii. Main rules of organization and functioning:
                            1. The Executive Committee is a joint resolutory body created by the Board of Directors for the
                               best management and administration of the Bank, pursuant to the provisions set forth in Article
                               40 of the Bylaws and Section 174 of the Business Corporations Act.
                            2. The Executive Committee shall consist of a minimum of three (3) and a maximum of seven (7)
                               members. One of these shall be the Chairman of the Board of Directors.
                            3. The position as member of the Executive Committee is personal and cannot be delegated.
                            4. The members of the Executive Committee are appointed for an indefinite term or for the term
                               indicated by the Board of Directors, but shall continue performing their functions, even when
                               such period may have concluded, provided a new member has not yet been elected.
                            5. The Executive Committee is presided over by the Chairman of the Board. In his absence, it shall
                               be chaired by the Vice-Chairman of the Board of Directors. In the absence of the Vice-Chairman
                               of the Board, it shall be presided over by the Director appointed by the other members of the
                               Executive Committee.
                               The Secretary of the Board shall act as secretary or, in the absence of the Secretary, the person
                               appointed by the Executive Committee shall act as such.
                               The General Manager shall attend the Executive Committee meetings having the right to express
                               opinions, but not to vote.
                            6. The members of the Executive Committee shall receive the compensation provided for by the
                               Shareholders’ Meeting for attending each meeting.
                            7. The Executive Committee’s meeting shall be held when determined by the Board of Directors.
                               The summons to a regular meeting shall be made by notices with acknowledgement of receipt
                               no later than three (3) calendar days prior to the date indicated for the meeting.
                               Notice of special meetings shall be sent by fax, e-mail or any other means with acknowledgment
                               of receipt, no later than the day before the date indicated for the meeting.
                            8. The quorum is the whole number immediately higher than one half of its members.




                                                                                                                                   126
                                                                        2008 Annual Report


9. Each member of the Executive Committee has the right to one vote.
    The resolutions of the Executive Committee are adopted by a majority of votes of the
    members attending the meeting. In the case of a tie, the person presiding over the meeting
    makes the decision.
    Resolutions unanimously reached by its members outside a meeting of the Executive
    Committee shall be equally as valid as if they had been adopted during a meeting, provided
    that they are confirmed in writing.
10. The discussions and resolutions of the Executive Committee shall be recorded in the
    minutes, duly signed by the person presiding over the meeting and the appointed secretary,
    as well as by the members attending the meeting who wish to do so voluntarily.
11. The members of the Executive Committee who have a reason not to participate in the
    discussion and resolution of certain matters shall declare so and abstain from participating
    therein.

iv. Members of the Committee:
                                                 Date
             Full Name                                                  Position in the Committee
                                        Start             End

 Wilfredo Jesús Lafosse Quintana      09.28.04     Currently in office          Chairman
 César Peñaranda Castañeda            09.28.04     Currently in office           Member
 Fernando Lazo Manrique               09.28.04          03.12.08                Member
 Luis Montezuma Cárdenas              09.28.04     Currently in office           Member
 Hernán Miguel Rodríguez García       06.13.06     Currently in office           Member
 Enrique Díaz Ortega                  04.03.07     Currently in office           Member
 José Palomino Roedle                 04.03.07     Currently in office           Member

v. Number of meetings held during the fiscal year:                                   24
vi. Holds powers delegated according to Section 174 of the
                                                                          (X) Yes        (...) No
    Business Corporations Act:




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                                                                   RISK COMMITTEE

                            i. Date of creation: September 28, 2004
                            ii. Functions:
                               Defining the level of tolerance and degree of exposure to risk that the Bank is willing to
                               undertake while carying out its activities.
                            2. Approving the policies, standards and procedures that allow the areas involved in the
                               taking, recording, identification and management of risks to become familiar with the risks
                               undertaken.
                            3. Approving the risk matrix aligned with the strategic plan and budget.
                            4. Monitoring the corrective or mitigating actions for the risks identified in the risk matrix.
                            5. Deciding on the corrective actions necessary, in the case of deviations from the levels of
                               tolerance to risk and degree of exposure undertaken.
                            6. Approving exposures that involve significant variations in the Bank’s risk profile or in the
                               equity managed under the Bank’s responsibility.
                            7. Designing and establishing the policies and procedures for the identification and
                               management of market risks. This function includes the establishment of limits of exposure
                               to those risks subject to the positions affected by market risks. The Committee shall also
                               establish effective channels of communication in order for the areas involved in taking,
                               recording, identifying and managing risks to be informed on the risks undertaken.
                            8. Evaluating the sufficiency of the Bank’s capital to confront its risks and reporting any
                               possible insufficiency.
                            9. Proposing improvements in the Comprehensive Risk Management.




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                                                                       2008 Annual Report


iii. Main rules of organization and functioning:
STRUCTURE
1. The Risk Committee shall consist of:
   - Four (4) members of the Board of Directors
   - General Manager
   - Risk Division Managers
   - Administration and Finance Division Manager
   - Head of the Department for Risk Management,
   who shall act as Technical Secretary.
2. The Committee shall be presided over by one of the Directors. In his absence, the chairmanship
   shall be delegated to one of the Committee members, who shall be another Director in the
   case of prolonged absence.
3. The meetings of the Risk Committee shall be attended by Bank Officers invited to present on
   a specific topic.
Meetings and Quorum
1. Committee meetings shall be held upon call by the Chairman of the Committee or by the
   initiative of any member of the Committee, which, in the latter case, must be approved by the
   Chairman.
2. The Committee shall meet at least monthly, and the resolutions adopted shall be recorded in
   the Minutes of the Risk Committee, which shall be kept by the Technical Secretary.
3. The quorum for Committee Meetings shall be one half plus one of its members.
4. Resolutions shall be adopted by the majority of the votes of members attending the meeting.
   In case of a tie, the Chairman of the Committee shall have the casting vote.
5. Any members of the Committee who disagree with any resolution adopted by majority of
   votes shall indicate their differing opinion and vote in the Minute Book.
6. The Committee’s resolutions shall be reported to the Board of Directors.
7. Committee meetings may be attended by Bank officers who are invited by decision of the
   Chairman, since their presence will contribute to the analysis of the issues discussed in the
   meeting.
8. The invited Bank officers shall not have the right to vote in the Committee meetings.
9. Suggestions made by Bank Officers shall be channeled through the Technical Secretary, who,
   in coordination with the Chairman of the Committee, shall prioritize them and inform the other
   members of such suggestions for their approval and inclusion in the work agenda.




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                             iv. Members of the Committee:
                                                                               Date
                                           Full Name                                                  Position in the Committee
                                                                       Start            End

                               Wilfredo Laffose Quintana           09.28.04      Currently in office          Chairman

                               César Peñaranda Castañeda           09.28.04      Currently in office           Member
                               Luis Montezuma Cárdenas             09.28.04      Currently in office           Member
                               Enrique Díaz Ortega                 04.10.07      Currently in office           Member

                             v. Number of meetings held during the fiscal year:                                     12

                             vi. vi. Holds powers delegated according to Section 174 of the
                                                                                                        (X) Yes         (...) No
                                 Business Corporations Act: (X) Yes (...) NO

                               (...) Not applicable: the COMPANY has no such policy.


                                                                                                                   Compliance
                             Principle
                                                                                                               0    1   2   3      4

                            19. Principle (V.E.3): The number of members of the Board of Directors of the                          X
                                                                                                                                   X
                                COMPANY should ensure plurality of opinions within the Board, in such a
                                manner that the resolutions adopted therein are the result of appropriate
                                deliberation, always observing the best interests of the COMPANY and the
                                shareholders.


                            a. Please provide the following information corresponding to the directors of the COMPANY during
                               the fiscal year subject matter hereof.




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                                                                                                2008 Annual Report


                                                                                         Date         Interest Held 3/..
       Full Name                    Education and Professional
                                          Experience 2.                                                Nº of      Share
                                                                                  Start 1/.     End
                                                                                                      Shares       (%)
Dependent Directors

Hernán Miguel         Holds a Bachelor’s Degree in Business Administration, 06.12.06 Currently           0           0
Rodríguez García      with specialization in Banking and Finance in financial          in office
                      and commercial entities. He also obtained the Executive
                      Master of Business Administration at San Ignacio de
                      Loyola University, Lima, Peru; and a Master’s Degree in
                      Business Administration at the University of Quebec,
                      Montreal, Canada.

                      He has worked in executive and management positions
                      in the commercial, credit, personal banking, risks,
                      recoveries and business banking areas, in prime
                      financial entities such as Banco de Crédito del Perú,
                      Interbank, etc.

                      In 2001, he became Real Estate Manager for the Military
                      and Police Pension Fund (CPMP); in 2002, Investments
                      Manager; and in 2006, the General Manager of the
                      pension fund, responsible for the administration of the
                      pension funds of the Peruvian Armed Forces (PNP) and
                      the Police Force (PNP). He is also the General Manager
                      of La Caja Negocios Inmobiliarios and a member of the
                      Board of Directors of Banco de Comercio. He was the
                      General Manager of the Caja Operadora de Hoteles Las
                      Americas, as well as the organizer responsible before
                      the Superintendency of Banking and Insurance (SBS)
                      for Banco de Comercio´s Corporate reorganization
                      process, acting on behalf of the majority shareholder,
                      the Military and Police Pension Fund (CPMP). He is also a
                      Director of Administradora del Comercio.




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                                                                                                                       Date             Interest Held 3/..
                                   Full Name                     Education and Professional
                                                                       Experience 2.                                                     Nº of      Share
                                                                                                                Start 1/.     End
                                                                                                                                        Shares       (%)

                            Enrique Díaz Ortega   He holds a Bachelor’s Degree in Economics from the            03.28.07 Currently in      0           0
                                                  Pontifical Catholic University of Peru. He received his                   office
                                                  Master’s Degree in Economics, specializing in Economic
                                                  Development, Public Finance and Basic Economic
                                                  Theory, from Cornell University in Ithaca, New York,
                                                  where he also completed his PhD in Economics.

                                                  He has continued to pursue specialized training in
                                                  various topics within the field of economics, including
                                                  Evolving Structures of Securities Markets at McDonough
                                                  School of Business; Capital Markets Research Center,
                                                  at Georgetown University (Washington, D.C., U.S.A.);
                                                  Challenges and Trends of Depositaries at the Second
                                                  Meeting of the American Association for Central Security
                                                  Deposits in New York; among other studies undertaken
                                                  in universities and first-class institutions abroad, such as
                                                  the World Bank (Washington, D.C.) the Inter-American
                                                  Development Bank (Washington, D.C.) and the Wharton
                                                  School at the University of Pennsylvania (USA).

                                                  He has had an extensive professional career in Peru and
                                                  abroad, establishing himself at the Peruvian Central
                                                  Reserve Bank (BCRP) where he worked as Central
                                                  Manager. He is also the former Chairman of the Board
                                                  of the Peruvian Securities and Exchange Commission
                                                  (CONASEV) where he previously served as a Director
                                                  and the General Manager. He was also Assistant
                                                  Superintendent of the Superintendency of Private
                                                  Pension Fund Management Companies; and Director
                                                  and Vice-Chairman of the Supervisory Body for Private
                                                  Investment in Telecommunications (OSIPTEL). He is
                                                  currently the President of the Center of Studies on
                                                  Capital Markets, Investments and Finances (MC&F).



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                                                                               Date         Interest Held 3/..
Full Name                 Education and Professional
                                Experience 2.                                                Nº of      Share
                                                                        Start 1/.     End
                                                                                            Shares       (%)

            He has participated in and offered advisory services
            for Peruvian and international institutions such as
            the Peruvian Securities and Exchange Commission
            (CONASEV) of the Andean Development Corporation
            (CAF) (Peru); the National Fund for the Financing of
            State Business Activity (FONAFE) (Peru); the World
            Bank (U.S.A.); the Andean Development Corporation
            (CAF) (Venezuela); the Inter-American Investment
            Corporation / Inter-American Development Bank
            (IIC-IDB) (Latin America); the National Banking and
            Insurance Commission (Honduras); the Association
            of Pension Fund Management Companies (Peru); the
            Securities Exchange Commission of the United Nations
            Development Programme (UNDP) (Paraguay); the Santa
            Cruz Chamber of Industry and Commerce (CAINCO)
            (Bolivia); the Superintendency of Companies of the
            Inter-American Development Bank (IDB) (Ecuador);
            and the National Banking and Insurance Commission of
            the IDB (Honduras) among others.

            He continues teaching on subjects related to Public
            Finance, Economic Theory, Currency Theory and Policy,
            International Economics, Financial Economic Theory,
            the Stock Market and Corporate Governance in various
            institutions, including the Pontifical Catholic University
            of Peru (PUCP) the University of the Pacific, the
            University of Lima, the Graduate Business School (ESAN)
            the Institute of Banking Education, the University of San
            Ignacio de Loyola and the Peruvian University of Applied
            Sciences (UPC). He has also contributed analytical
            articles to a variety of specialized magazines.




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                                                                                                                      Date          Interest Held 3/..
                                   Full Name                      Education and Professional
                                                                        Experience 2.                                                Nº of      Share
                                                                                                               Start 1/.     End
                                                                                                                                    Shares       (%)
                            Independent Directors

                            Wilfredo Jesús          A retired Rear Admiral of the Peruvian Navy with a         09.27.04 Currently      0           0
                            Lafosse Quintana        Master’s Degree in Business Administration (MBA)                     in office
                                                    from the University of the Pacific. He received the
                                                    Special Robert Maes Award for academic achievement
                                                    at the University of the Pacific and was granted the
                                                    Naval Medal of Honor on several occasions. He is
                                                    currently pursuing his PhD in Business Administration
                                                    at Pacific Western University and at Newport
                                                    International University.

                                                    Mr. Lafosse was the Director of the Consultancy
                                                    Center in Business Administration at the University of
                                                    the Pacific, Strategic Planning Director at the Ministry
                                                    of Industries and Fisheries and held different strategic
                                                    positions in the Peruvian Navy.

                                                    From 1996 to date, he has been a Professor at the
                                                    Graduate School of the University of the Pacific. He
                                                    has also been a member of the Board of Directors
                                                    of Banco de Comercio since February 2004, and the
                                                    Chairman of the Board since September 2004.




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                                                                                             2008 Annual Report


                                                                                      Date          Interest Held 3/..
       Full Name                 Education and Professional
                                       Experience 2.                                                 Nº of      Share
                                                                               Start 1/.     End
                                                                                                    Shares       (%)

César Peñaranda    Bachelor’s Degree in Economics. Master’s Degree and         09.27.04 Currently      0           0
Castañeda          PhD (ABD) from Cornell University (USA). He has been a                in office
                   professor at the University of the Pacific, the Pontifical
                   Catholic University of Peru, the University of Lima and
                   the Graduate Business School (ESAN). He is the author
                   of three books on economics published by IDB -INTAL
                   (1984) the University of the Pacific (1996) and the Lima
                   Chamber of Commerce (CCL) and Banco de Comercio
                   (2008). He has published more than 60 articles in
                   prestigious national and international academic media.

                   He was Vice-President of the Freedom and Democracy
                   Institute (2007 - 2008); member and Chairman of the
                   Committee for Market Access of the National Institute
                   for the Defense of Free Competition and the Protection
                   of Intellectual Property (INDECOPI) (2004 – 2008). He
                   has been Director and Member of the Board of Directors
                   and the Executive Committee of the Lima Chamber of
                   Commerce (2006-2008). He was Executive Technical
                   Secretary of the Business Council for International
                   Negotiations (CENI) (2004-2005) acting as the
                   technical spokesman for the entire Peruvian private
                   sector in the Free Trade Agreement negotiations with
                   the United States. He was advisor to the President of the
                   Lima Chamber of Commerce (2001-2004) advisor to
                   the Freedom and Democracy Institute (2003) and main
                   advisor and senior advisor to the Ministry of Economy
                   and Finance (1991-1992). He has also worked as a
                   consultant for the Governments of Bolivia (1987) and
                   Honduras (1996). He was President of the Graduate
                   Business School (ESAN) (1984-1986) Head of the
                   Industrial Development Department of the Andean




                                                                                                                         135
Good Corporate Governance




                                                                                                                   Date          Interest Held 3/..
                                  Full Name                  Education and Professional
                                                                   Experience 2.                                                  Nº of      Share
                                                                                                            Start 1/.     End
                                                                                                                                 Shares       (%)

                                              Community (CAN) (1972-1982) and Head of the
                                              Economic Research Department of the Peruvian Central
                                              Reserve Bank (BCRP) (1967-1972). He has also worked
                                              as a consultant for international organizations such as the
                                              Inter-American Development Bank (IDB); the Institute for
                                              Latin American Integration (INTAL); the United Nations
                                              (UN); the Economic Commission for Latin America and
                                              the Caribbean (CEPAL); the Andean Community (CAN);
                                              the Latin American Integration Association (ALADI); and
                                              the Andean Development Corporation (CAF) where he
                                              held the position of Director in 1992.

                                              He is currently the Vice-President of the Banco de
                                              Comercio, Executive Director of the Institute of Economy
                                              and Business Development of the Lima Chamber of
                                              Commerce and Director in several companies.

                            Luis Montezuma    A civil engineer graduated from the National University       09.27.04 Currently      0           0
                            Cárdenas          of Engineering (UNI) with a degree from the Advanced                    in office
                                              Management Program at the University of Piura
                                              and Northwest University, Chicago (USA) as well as
                                              from the CEO’s Management Program at the Kellogg
                                              School of Management. He has also pursued multiple
                                              specialized studies in his fields of expertise at national
                                              and foreign universities and graduate schools, along
                                              with more than 35 years of experience in financial
                                              activity and business administration in the areas of
                                              planning, administration and systems.

                                              He has held top management positions at Corporación
                                              Backus S.A. and Cervecerías Peruanas Backus S.A.A.,




                                                                                                                                                      136
                                                                                     2008 Annual Report


                                                                              Date         Interest Held 3/..
Full Name                 Education and Professional
                                Experience 2.                                               Nº of      Share
                                                                       Start 1/.     End
                                                                                           Shares       (%)

            where he acted as CFO and CIO of the business group.
            While occupying these positions, he performed numerous
            national and international financial transactions, issued
            bonds on the capital market and directly participated in
            major business acqusitions and mergers. He was also in
            charge of the Business Planning Office of the brewing
            group. Previously, he held top management positions
            at Panamericana TV, Grupo REX, Banco Comercial del
            Perú and Banco Continental. He has been a member of
            the Board of Directors of Quiputada S.A., Agua Mineral
            San Mateo S.A., Embotelladora Frontera S.A. (Pepsicola
            del Sur) Corporación Boliviana de Bebidas (Pepsicola de
            Bolivia) and other companies.

            He has participated as a speaker in the Master’s
            Degree Programs in Business Administration at the
            University of the Pacific and the University of Lima. He
            was also appointed as a Member of the Standing Trust
            Committee of the Graduate Business School (ESAN)
            and has been a guest speaker on several occasions
            at the school. Additionally, he has published various
            specialized articles in the areas of strategic planning,
            finances and systems in different media.

            He currently performs support activities for business
            management and planning as part of Montezuma
            & Asociados, Consultores, a company which he co-
            founded and for which he is General Manager. He is also
            a member of the Board of Directors of various industrial
            and service companies. He has been a Director at Banco
            de Comercio since February 2004.




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                                                                                                                      Date          Interest Held 3/..
                                   Full Name                     Education and Professional
                                                                       Experience 2.                                                 Nº of      Share
                                                                                                               Start 1/.     End
                                                                                                                                    Shares       (%)

                            José Palomino Roedel   Mr. Palomino is a civil engineer, graduating first in his    03.28.07 Currently      0           0
                                                   class at the National University of Engineering (UNI) in              in office
                                                   1960 and completing his graduate studies in Economics
                                                   and Industrial Planning at the Latin American Institute
                                                   of Economic Planning of the Economic Commission for
                                                   Latin America and the Caribbean (ILPES/CEPAL) in
                                                   Santiago, Chile in 1964.

                                                   His outstanding professional and personal qualities
                                                   have helped him achieve top-ranking positions such
                                                   as the Peruvian Minister of Fisheries; President of the
                                                   NationalDevelopment Corporation (CONADE); Interim
                                                   General Manager of the Peruvian Institute of Social
                                                   Security (IPSS); General Manager of the Attorney
                                                   General’s Office; as well as previously working as Loan
                                                   Manager and General Manager at the Banco Industrial
                                                   del Perú; and Planning Director of the Cartagena
                                                   Agreement (Andean Community – CAN) for 10 years.

                                                   He has also served as a consultant for important entities
                                                   such as the Inter-American Development Bank (IDB);
                                                   the Corporación Financiera de Desarrollo S.A. (COFIDE)
                                                   in Peru; the Inter-American Cooperation Institute for
                                                   Agriculture/International Bank for Reconstruction
                                                   and Development (IICA/BIRF); the Latin American
                                                   Integration Association (ALADI); the United Nations; and
                                                   the EBERTH Foundation; and has worked on independent
                                                   consultancies for the Cartagena Agreement, the
                                                   Institute for Latin American Integration (INTAL) and
                                                   the Economic Commission for Latin America and the
                                                   Caribbean (CEPAL) in Peru, as well as Brazil, Panama,
                                                   Guatemala, Paraguay and other countries.




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                                                                                           Date         Interest Held 3/..
      Full Name                        Education and Professional
                                             Experience 2.                                               Nº of      Share
                                                                                    Start 1/.     End
                                                                                                        Shares       (%)

                         He has also worked and taken on special commissions
                         in the Public Sector, including that of Special
                         Representative of Peru before the Government of
                         Bolivia (for the negotiations of Banco Popular del
                         Perú). President of the Latin American Organization
                         for Fisheries Development (OLDEPESCA) and has been
                         a member of the Board of Directors of such companies
                         as Banco de Fomento Agropecuario, Cementos
                         Lima, Cementos Yura, Cementos Norte Pacasmayo,
                         Cemento Andino, Cementos Sur and Empresa Nacional
                         del Tabaco, among others. He was an advisor to the
                         Upper Management of the National Superintendency of
                         Tax Administration (SUNAT). At present, he is advisor
                         to the Chairman of the Board of the Peruvian Securities
                         and Exchange Commission (CONASEV).

                         In the private sector, he was the Managing Director of
                         Natrogel S.A., a chemical company exporting activated
                         clays to the Andean Group.

                         Economist with over 35 years’ experience in the
Fernando Lazo Manrique                                                              09.27.04 03.12.08      0           0
                         Peruvian Financial System and positions in management
                         and on the boards of directors of public and private
                         companies. Mr. Lazo has completed graduate studies
                         at the Latin American Monetary Studies Center in
                         Mexico (CEMLA) the Advanced Management Program
                         of the University of Piura and at the Graduate Business
                         School (ESAN) in addition to studies in Colombia, Brazil
                         and Spain on banking and credit topics.




                                                                                                                             139
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                                                                                                            Date            Interest Held 3/..
                            Full Name                   Education and Professional
                                                              Experience 2.                                                  Nº of      Share
                                                                                                     Start 1/.     End
                                                                                                                            Shares       (%)

                                        He has been the Director of Banco de Desarrollo de la
                                        Construcción (BANDESCO) Corporación Financiera de
                                        Desarrollo S.A. (COFIDE) the Peruvian Institute of Social
                                        Security (IPSS) Electrolima and Banco Agrario. He has
                                        also held the following positions: General Manager of
                                        Banco Regional Sur Medio y Callao and Banco NorPerú;
                                        Executive Director of Financiera Progreso; General
                                        Manager of the Judiciary; General Manager of the
                                        Attorney General’s Office; and consultant for the
                                        World Bank.


                                        1/.
                                              Corresponds to the first appointment
                                        2/.
                                              Please include professional training and whether they have experience on other Board of
                                              Directors
                                        3/.
                                              Mandatory only for directors with an interest in the capital stock greater than or equal to 5% of
                                              the shares of stock




                                                                                                                                                 140
                                                                        2008 Annual Report


                                                                                         Compliance
 Principle
                                                                                     0     1   2   3   4

 20. Principle (V.F, second paragraph): The information referring to matters to      X                 X
     be dealt with in each meeting, should be made available to the directors
     with sufficient notice in advance to enable their revision, except when
     dealing with strategic matters that are confidential, in which case, it will
     be necessary to establish mechanisms enabling the directors to properly
     evaluate such matters.


a. How is the information regarding issues to be discussed in a Board of Directors meeting sent to
   the directors?


   (...) E-mail
   (...) By mail
    (X) Other: information regarding issues to be discussed at a Board of Directors meeting is
        available to the Directors in a Lotus Notes management database
   (...) Picked up directly at the COMPANY


b. How many days prior to a meeting is the information regarding issues to be discussed in the
   meeting available to the COMPANY’s directors?

                                                                        The quorum is
                                                                           the whole
                                                                            number
                                  Less than 3 days Between 3 and 5 days immediately
                                                                          higher than
                                                                           one half of
                                                                         its members

    Non-Classified Information             (X)                 (...)                (...)

    Classified Information                 (X)                 (...)                (...)

c. Please indicate whether the procedure established for the directors to analyze information
   considered confidential is regulated in any of the COMPANY’s document(s).




                                                                                                           141
Good Corporate Governance




                                         Regulations
                                           Internal


                                                       Manual
                                Bylaws




                                                                Others
                                                                                Name of the Document*



                                (...)    (...)         (...) (...)

                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.


                               (X) The COMPANY has implemented a procedure, but it is not regulated
                               (...) Not applicable: the COMPANY has not implemented a procedure


                                                                                                                       Compliance
                             Principle
                                                                                                                   0    1   2   3   4

                             21. Principle (V.F, third paragraph): Following clearly established and defined                     X   X
                                 policies, the Board of Directors may decide to engage the services of
                                 specialized advisors that the COMPANY may require to take its decisions.


                            a. Please state the pre-established policies regarding the Board of Directors or the directors hiring
                               specialized advisory services.
                               It is the policy of the Board of Directors to hire specialized advisory services for cases it considers
                               of great importance for COMPANY decision-making.


                               (...) Not applicable: the COMPANY has not implemented such policies


                            b. Please indicate whether the policies described in the preceding point are regulated in any of the
                               COMPANY’s document (s).




                                                                                                                                    142
                                                                         2008 Annual Report




             Regulations
               Internal


                           Manual
    Bylaws




                                    Others
                                                   Name of the Document*



    (...)    (...)         (...) (...)

   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

   (X) They are not regulated

c. Please list the specialized legal counsels to the Board of Directors who have provided services for
   COMPANY decision-making during the fiscal year subject matter hereof:
    Aza Law Firm – Attorneys-at-Law
   Alberto Wetzell Gayoso, Esq.
   Rebaza & Alcázar and De las Casas – Financial Attorneys
   Rodrigo, Elías & Medrano – Attorneys-at-Law
   Sabha Perú S.A.C / Jorge Picás Gonzales, Esq.
   Felipe Rodríguez Ricetti, Esq.
   Ricardo Chumbes Paz, Esq.
   José Miguel La Rosa Gómez de la Torre, Esq.


                                                                                        Compliance
 Principle
                                                                                    0    1   2   3   4

 22. New directors should be instructed on their powers and responsibilities,       X                X
     as well as on the organizational characteristics and structure of the
     COMPANY.

a. If the COMPANY has induction programs for new directors, please indicate whether such programs
   are regulated in any of the COMPANY’s document (s)




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Good Corporate Governance




                                         Regulations
                                           nternal


                                                       Manual
                                Bylaws




                                                                Others
                                                                               Name of the Document*



                               (...)     (...)         (...) (...)

                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

                               (...) The induction programs are not regulated
                               (X) Not applicable: the COMPANY has no such policy


                                                                                                                     Compliance
                             Principle
                                                                                                                 0    1   2   3   4

                            23. Principle (V.H.3): The Board of Directors shall establish the procedures to      X                X
                                be followed for the designation of one or more substitutes, in the event
                                there are no alternate directors and one or more vacancies occur, in such
                                a manner as to complete its number for the remaining period, when the
                                Bylaws do not establish a different treatmentthereof.


                            a. During the fiscal year subject matter hereof, were one or more director positions declared
                               vacant?

                               (...) Yes                (X) No

                            b. If the answer to the previous question is affirmative, according to the second paragraph of
                               Section 157 of the Business Corporations Act, please indicate the following:


                                                                                                Yes      No
                                Did the Board of Directors elect the substitute?                (...)    (...)
                                If so, how long, on average, did it take to appoint the new
                                director (in calendar days)?




                                                                                                                                  144
                                                                        2008 Annual Report

c. Please list the pre-established procedures for electing substitutes for vacant director positions.


   (X) Not applicable: the COMPANY has not implemented such procedures


d. Please indicate whether the procedures described in the preceding point are regulated in any of
   the COMPANY’s document (s).




             Regulati
             Internal


                        Manual
    Bylaws




                                 Others
                                                  Name of the Document*



    (...)    (...)      (...) (...)

   * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

   (...) They are not regulated


                                                                                       Compliance
 Principles
                                                                                   0    1   2   3   4

 24. Principle (V.I, first paragraph): The functions of the Chairman of the Board   X                X
     of Directors or Executive Chairman, if applicable, as well as those of the
     General Manager, should be clearly outlined in the COMPANY’s Bylaws or
     internal regulations in order to avoid duplicating functions and possible
     conflicts.
 25. Principle (V.I, second paragraph): The organizational structure of            X
     the COMPANY should avoid concentrating functions, faculties and
     responsibilities in the persons of the Chairman of the Board, the Executive
     Chairman, if applicable, the General Manager and other officers with
     management responsibilities.

a. If any of the answers to the previous question are affirmative, please indicate whether the
   responsibilities of the Chairman of the Board of Directors, the Executive Chairman and, if
   applicable, of the General Manager and other officers with management positions, are included in
   any of the COMPANY’s document(s).




                                                                                                        145
Good Corporate Governance




                                                                                                                                Not regulated


                                                                                                                                                    Applicable**
                                                                      Regulations
                                                                        Internal


                                                                                    Manual
                                                             Bylaws




                                                                                             Others
                                                                                                      Name of the Document*




                                                                                                                                                        Not
                                   Responsibilities of:



                                Chairman of the Board        (...)    (...)         (...) (...)                                (...)                   (X)
                                Executive Chairman           (...)    (...)         (...) (...)                                (...)                   (X)
                                General Manager              (X)      (...)         (...) (...)                                (...)                  (...)
                                Management Staff             (...)     (X)          (X) (...) Regulations on Organization (...)                       (...)
                                                                                              and Duties Organization
                                                                                              and Functions Manual


                               * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.
                               ** The functions and responsibilities of the indicated officer are not defined in the COMPANY.


                                                                                                                              Compliance
                             Principle
                                                                                                                          0    1                2     3        4

                            26. Principle (V.I.5): It is recommended that the Management receive at least                                              X       X
                                part of its compensation based on the results of the COMPANY, in such a
                                manner as to ensure compliance with its objective of maximizing the value
                                of the COMPANY in favor of the shareholders.


                            a. Regarding the bonus policy for the Management, please indicate the manner(s) in which said
                               bonus is awarded.


                               (...) Submission of shares
                               (...) Submission of options
                               (X) Submission of money
                               (X) Other: (please specify) Vehicle
                               (...) Not applicable: the COMPANY does not have bonus programs for Management Staff




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                                                                      2008 Annual Report

b. Please indicate whether the compensation (without considering bonuses) received by the
   General Manager and Management Staff is:


                                               Variable Salary    Compensation
                              Fixed Salary
                                                                     (%)*

      General Manager            (X)               (...)              3.68%

      Management Staff           (X)               (...)


  *    Please indicate the total amount of annual compensation received by the Management Staff
       and General Manager, with respect to the level of gross income, according to the COMPANY’s
       financial statements.


c. Please indicate whether the COMPANY establishes any severance package or similar payment in
   the case of dismissals of the General Manager and/or Management Staff.


   (X) Yes     (...) No




                                                                                                    147
Good Corporate Governance




Section Two                 ADDITIONAL INFORMATION
                            Shareholders’ Rights

                            a. Please list the means used to inform new shareholders of their rights and how they may be
                               exercised.


                               (...) E-mail
                               (...) Directly at the COMPANY
                               (...) By phone
                               (...) Web page
                               (...) By mail
                               (...) Other: (please specify)...................................................................................................
                               (X) Not applicable: New shareholders are not informed of their rights or how to exercise them


                            b. Please indicate whether shareholders have hard copies of the points of discussion on the order of
                               the day and background documents on these points at their disposal during the meetings.


                               (X) Yes (...) No


                            c. Please list who or what body of the COMPANY is in charge of following up on resolutions adopted
                               at the Shareholders’ Meeting. If a person is responsible, then please list his/her position and area
                               of work.



                                          Area in Charge                                                 General Manager

                                                                                    Person in Charge
                                              Full Name                                   Position                                     Area
                                 Carlos Alberto Mujica Castro                       General Manager                              Management




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                                                                              2008 Annual Report

d. Please list whether information regarding shareholder interests in the COMPANY is at:


   (...) The Company
   (X) Clearing and settlement house

e. Please state how often the COMPANY updates information on shareholders in its list of
   shareholders.


                                            Information Subject to Updating
           Periodicity
                                   Address                 E-mail         Telephone

      More than monthly                 (...)               (...)             (...)
      Monthly                           (...)               (...)             (...)
      Quarterly                         (...)               (...)             (...)
      Annually                          (...)               (...)             (...)
      More than annually                (...)               (...)             (...)

   (X) Other: Each time the information changes


f. Please state the COMPANY’s dividend policy applicable to the fiscal year subject matter hereof.



    Date of approval                            March 28, 2007

    Approving body                              Shareholders’ Meeting

    Dividends policy                            Capitalize the profits for the fiscal years from 2007 to

    (criteria for profit distribution)           2009, upon payment of preferred stock dividends




                                                                                                         149
Good Corporate Governance




                            g. Please state, if applicable, the cash dividends and stock dividends distributed by the COMPANY in
                               the fiscal year subject matter hereof, as well as in the previous fiscal year.

                                                                                        Dividends per Share
                                              Date of Submission
                                                                                    In Cash              In Shares

                                       Type of Common Shares
                                       Fiscal Year 2006                                 0                     5,950,512
                                       Fiscal Year 2007                                 0                 11,463,201
                                       Fiscal Year 2008
                                       Type of Preferred Shares
                                       Fiscal Year 2006                           S/. 864,208.08              1,343,002
                                       Fiscal Year 2007                                               (common shares)
                                                                                  S/. 899,603.03              2,618,618
                                       Fiscal Year 2008                                               (common shares)
                                       Investment stock                                N/A                           N/A
                                       Fiscal Year n-1
                                       Fiscal Year n



                            Board of Directors

                            h. Regarding the meetings of the COMPANY’s Board of Directors held during the fiscal year subject
                               matter hereof, please indicate the following information:

                                 Number of Meetings Held:                                                37
                                 Number of meetings in which one or more directors were                 N/A
                                 represented by substitute or acting directors:
                                 Number of appointed directors who were represented by                  N/A
                                 proxy at least once:




                                                                                                                              150
                                                                             2008 Annual Report

i.   Please list the types of bonuses received by the Board of Directors for achieving COMPANY
     goals.
     They only receive a salary for attending board meetings.

     (X) Not applicable: the COMPANY does not have bonus programs for management staff


j.   Please indicate whether the types of bonuses described in the preceding point are regulated in
     any of the COMPANY’s document (s).




               Regulations
                 Internal


                             Manual
      Bylaws




                                      Others
                                                           Name of the Document*



     (...)     (...)         (...) (...)


     * Please indicate the name of the document, except in the case of the COMPANY’s Bylaws.

     (...) They are not regulated

k. Please list the percentage representing the total amount of annual compensation received by
     the members of the Board of Directors regarding the level of gross income according to the
     COMPANY’s financial statements.

                                                    Total Compensation (%)
       Independent directors                                0.43
       Dependent directors                                  0.12

l.   Please indicate whether the Board of Directors debated the Management’s performance without
     the presence of the General Manager.


     (...) Yes               (X)               No




                                                                                                      151
Good Corporate Governance




                            Shareholders and Interests

                            m. Please list the number of shareholders with the right to vote, shareholders without the right to
                               vote (if applicable) and holders of investment stock (if applicable) of the COMPANY at the close
                               of the fiscal year subject matter hereof.

                                 Type of Shares                           Number of Holders
                                 (including investment stock)       (at the close of the fiscal period)

                                 Acciones con derecho a voto                 2 shareholders
                                 Acciones sin derecho a voto                        0
                                 Acciones de inversión                            N/A
                                 Total                                       2 shareholders

                            n. Please list the following information regarding the shareholder and holders of investment stock
                               with interests in excess of 5% at the close of the fiscal year subject matter hereof.

                               Type of Share: Common

                                                                Number of        Shareholding
                                 Names and Surnames                                                      Nationality
                                                                 Shares              (%)
                                 Military and Police
                                                                65,992,977        99.9987%                Peruvian
                                 Pension Fund (CPMP)


                               Type of Share: Preferred

                                                                Number of        Shareholding
                                 Names and Surnames                                                      Nationality
                                                                 Shares              (%)
                                 Caja de Pensiones
                                                                16,550,000           100%                 Peruvian
                                 Militar Policial




                                                                                                                             152
                                                                          2008 Annual Report

   Others

o. Please indicate whether the COMPANY has any internal regulations on conduct or the like
   regarding criteria on ethical and professional responsibility.

   (X) Yes      (...)   No

   If your answer is affirmative, please state the exact name of such document:
   Manual of Ethics and Professional Skills in the Investment Process


p. Is there a record of cases of any failure to comply with the regulations mentioned in the preceding
   point a)?

   (X) Yes      (...)   No


q. If the answer to the previous question is affirmative, please state which person or COMPANY
   body is in charge of keeping such record.


             Area in Charge                                         N/A

                                           Person in Charge
        Names and Surnames                     Position                         Area
        David Antonio Ambrosini      Administration and Finance       Administration and Finance
                Valdez                   Manager - FALTA                       Division


r. For all the documents (Bylaws, Internal Regulations, Manual or other documents) mentioned in
   this report, please list the following information:




                                                                                                         153
Good Corporate Governance




                                                                                                                                                                    Body of                   Date of             Date of
                                                                            Name of Document                                                                                                                       Last
                                                                                                                                                                    Approval                 Approval
                                                                                                                                                                                                                Amendment
                     Bylaws                                                                                                                                   Articles of                    08.18.04             04.13.07
                                                                                                                                                              Incorporation
                     Regulations on Organization and Duties                                                                                                   Board of Directors             03.15.05             12.16.08
                     Manual of Ethics and Professional Skills in the Investment Process                                                                       Board of Directors             08.31.06             11.20.07
                     Manual of Risk Comprehensive Management Policies and Procedures                                                                          Board of Directors             11.21.06             12.29.08
                     Regulation of the Risk Committe                                                                                                          Board of Directors             05.09.06             11.04.08
                     Internal Conduct Regulations – Important Facts                                                                                           Board of Directors             12.21.04             07.11.06
                     Customer Service Policy Manual                                                                                                           Board of Directors             02.28.06             12.16.08
                     Auditing Committee Regulations                                                                                                           Board of Directors             05.09.06             12.02.08
                     Executive Committee Regulations                                                                                                          Board of Directors             04.12.05             01.09.07
                     Organization and Functions Manual for the Internal Auditing Office                                                                        Board of Directors             05.08.07             12.02.08
                     Organization and Functions Manual for the Compliance Officer                                                                              Board of Directors             05.08.07
                     Organization and Functions Manual for the General Manager                                                                                Board of Directors             03.23.07             10.21.08
                     Organization and Functions Manual for the Legal Counsel Division                                                                         Board of Directors             03.06.07             11.11.08
                     Organization and Functions Manual for the Risk Division                                                                                  Board of Directors             04.03.07             12.16.08
                     Organization and Functions Manual for the Technology, Operations and Processes Division                                                  Board of Directors             03.06.07             11.04.08
                     Organization and Functions Manual for the Administration and Finance Division                                                            Board of Directors             04.03.07             11.18.08
                     Organization and Functions Manual for the Business Division – Business Banking                                                           Board of Directors             12.04.07             10.28.08
                     Organization and Functions Manual for the Business Division – Peruvian Armed Forces                                                      Board of Directors             04.03.07             18.11.08
                                (FFAA) and Police Force (PNP) Banking
                     Organization and Functions Manual for the Special Loans Department                                                                       Board of Directors             05.08.07
                     Organization and Functions Manual for the Business Division Manager –                                                                    Board of Directors             10.21.08
                                Small and Medium-Sized Enterprises
                     Organization and Functions Manual for the Personal Banking Division                                                                      Board of Directors             10.28.08
                     Organization and Functions Manual for the Strategic Project Division                                                                     Board of Directors             12.02.08
                     Organization and Functions Manual for the Human Resources Area                                                                           Board of Directors             12.02.08
                     Organization and Functions Manual for the Institutional Marketing Department                                                             Board of Directors             12.02.08
                    s. Please include any other information you may deem relevant.

                       .....................................................................................................................................................................................................
                                                                                                                                                                                                                               154
2008 Annual Report




            155
   Results as
 transparent
       as our
management
                                  9

                                      Independent
                                      Auditors’
                                      Report

We are proud to give it our all




                                                    157
Independent Auditors’ Report




                                                BANCO DE COMERCIO


                               FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007


                                             TOGETHER WITH THE OPINION


                                           OF THE INDEPENDENT AUDITORS




                                                                                       158
                                                           2008 Annual Report




                   BANCO DE COMERCIO



FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 AND 2007


                        CONTENTS


            Opinion of the independent auditors


                       Balance sheet


                  Statement of earnings


    Statement of changes in the net shareholders’ equity


                      Statement of cash flows


             Notes to the financial statements




                                                                       159
Independent Auditors’ Report




                        OPINION OF THE INDEPENDENT AUDITORS


                        To the Shareholders of
                        BANCO DE COMERCIO


                        We have audited the enclosed financial statements of BANCO DE COMERCIO which comprises the balance sheet as of December 31,
                        2008 and 2007, and the statements of earnings, of changes in the net shareholders’ equity and of cash flows for the years then ended,
                        as well as the summary of the material accounting policies and other explanatory notes.


                        Management Responsibility for the Financial Statements


                        The Management is responsible for the fairly preparation and presentation of these financial statements according to Peruvian generally
                        accepted accounting principles for financial entities, as established by the Superintendence of Banks, Insurances, and Pension Fund
                        Managers (SBS), as explained in Note 2 to the financial statements. Such responsibility includes designing, implementing, and maintaining
                        appropriate internal control in the fairly preparation and presentation of the financial statements for them to be free of relatively material
                        misstatement, either as a result of fraud or error; selecting and applying appropriate accounting policies; and performing fair accounting
                        estimates according to the circumstances.


                        Auditors’ Responsibility


                        Our responsibility is to express an opinion on these financial statements based on our audit. We have conducted our audit in accordance
                        with Peruvian generally accepted auditing standards. Those standards require that we meet ethical requirements and that we plan and
                        perform the audit in order to obtain reasonable assurance that the financial statements are free of relatively material misstatement.




                                                                                                                                                                   160
                                                                                                             2008 Annual Report

An audit includes carrying out procedures to obtain audit evidence regarding the balances and disclosures in the financial statements.
The selected procedures depend on the auditors’ judgment, including assessment of the risk that the financial statements may contain
relatively material misstatement, either by fraud or error. When performing a risk assessment, the auditor takes into consideration the
appropriate internal control of the Bank in the fairly preparation and presentation of the financial statements in order to design audit
procedures according to the circumstances, but not to express an opinion on the effectiveness of the Bank’s internal control. An audit
also includes assessing whether the accounting principles used are appropriate and whether the accounting estimates made by the
Management are fair, as well as assessing the overall financial statement presentation.


We consider the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.


The individual financial statements of Banco de Comercio were prepared to comply with financial reporting requirements effective in Peru
and reflect the investment in its subsidiary company at cost (see Note 9) and not on a consolidated basis. These financial statements are
to be read together with the consolidated financial statements of BANCO DE COMERCIO and its SUBSIDIARY, which are presented apart
and on which we have expressed an unqualified opinion on February 24, 2009.


Opinion


In our opinion, the financial statements present fairly, in all material respects, the financial position of BANCO DE COMERCIO as of
December 31, 2008 and 2007, the results of its operations, and its cash flows for the years then ended, in accordance with Peruvian
generally accepted accounting principles for financial entities in Peru, as established by the Superintendence of Banks, Insurance and
Pension Fund Managers (SBS), as explained in Note 2 to the financial statements.


Lima, Peru
February 24, 2009


Countersigned by




_______________________ (Partner)
Manuel Pazos Vélez
Certified Public Accountant
Registration Nº 5095

                                                                                                                                          161
Independent Auditors’ Report




     BALANCE SHEET
     AS OF DECEMBER 31, 2008 AND 2007
     (in thousands of Nuevos Soles)

     ASSETS                                                                              LIABILITIES AND NET SHAREHOLDERS’ EQUITY
                                                       Notes      2008         2007                                                           Notes     2008        2007

      LIQUID ASSETS:                                     4                               DUE TO CUSTOMERS                                      12
       Cash and clearance                                          39,497       23,710    Demand liabilities                                           106,626     109,785
                                                                                          Savings accounts liabilities                                 109,606     104,852
       Deposits in Banco Central de Reserva del Perú               81,291       84,848    Term liabilities                                             633,435     471,883
                                                                                          Other liabilities                                              6,147       1,559
       Deposits in local and foreign banks                         12,272       14,802    Expenses payable from dues to customers                       14,154      12,078


       Accrued yield                                                     45        171                                                                 869,968     700,157

                                                                                         SHORT-TERM FINANCIAL DEBTS
                                                                  133,105     123,531
                                                                                          AND OBLIGATIONS                                      13       12,859       3,220

      TRADING AND HELD-TO-MATURITY
                                                                                         LONG-TERM FINANCIAL DEBTS AND
       INVESTMENTS                                       5         27,923       62,708
                                                                                          OBLIGATIONS                                          13       19,983      16,468

      CREDIT PORTFOLIO, net                              6        793,747     581,120    TITLE DEEDS AND LIABILITIES IN
                                                                                          CIRCULATION                                          14       10,101             -

      REALIZABLE GOODS, net                              7          5,254        1,112   OTHER LIABILITIES                                     15       14,112      12,093

      DEFERRED EMPLOYEES’ PROFIT SHARING                                                 NET SHAREHOLDERS’ EQUITY                              16
       AND INCOME TAX                                    8          9,467        6,348    Share capital                                                 82,544      68,462
                                                                                          Additional capital                                                 9           9
      PERMANENT INVESTMENTS, net                         9         15,338       14,913    Legal reserve                                                  3,340       2,020
                                                                                          Result from permanent investments                                  -       3,098
                                                                                          Unrealized results                                             (411)           -
      PROPERTY, FURNITURE AND EQUIPMENT, net             10        22,190       17,646    Accumulated results                                           13,062      13,204


      OTHER ASSETS                                       11        18,543       11,353       Total net shareholders’ equity                             98,544      86,793


          Total assets                                          1,025,567     818,731        Total liabilities and net shareholders’ equity           1,025,567    818,731

      CONTINGENT AND MEMORANDA ACCOUNTS                  17     2,668,218 2,141,183      CONTINGENT AND MEMORANDA ACCOUNTS                     17     2,668,218   2,141,183

     The accompanying notes to the financial statements are part of the balance sheet.



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                                                                                                                2008 Annual Report

STATEMENT OF EARNING
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
(in thousands of Nuevos Soles)


                                                                                Notes     2008       2007

 FINANCIAL REVENUE                                                               18      129,507     110,106
 FINANCIAL EXPENSES                                                              19      (51,366)    (40,255)

                                                                                          78,141      69,851

    Provision for doubtful credits                                                       (12,742)     (9,599)
    Recovery of provision for doubtful credits                                                308         118
    Provision for investment impairment                                                        (7)      (208)
    Recovery of provision for investment impairment                                           856         155

                                                                                         (11,585)     (9,534)

       Net financial margin                                                                66,556      60,317

 OTHER (EXPENSES) REVENUES:
   Commissions for contingent transactions and services, net                                9,806       8,229
  Various revenues, net                                                                     7,253       3,317
  Personnel                                                                              (36,688)    (29,116)
  General                                                                        20      (20,981)    (18,714)
  Depreciation and amortization                                                           (4,060)     (2,117)
  Provisions for realizable goods                                                         (1,763)     (1,194)
  Other provisions                                                                        (1,921)     (1,240)

                                                                                         (48,354)    (40,835)

      Earnings before employees’ profit sharing and income tax                             18,202      19,482

 EMPLOYEES’ PROFIT SHARING                                                      27 (b)      (767)      (894)

 INCOME TAX                                                                     27 (b)    (4,374)     (5,384)

       Net earnings                                                                       13,061      13,204

       Basic and diluted earnings per share                                      25          0.19       0.25

The accompanying notes to the financial statements are part of this statement.




                                                                                                                            163
Independent Auditors’ Report




                               STATEMENT OF CHANGES IN THE NET SHAREHOLDERS’ EQUITY
                               FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                               (in thousands of Nuevos Soles)


                                                                                                            Result form
                                                                       Share      Additional     Legal      Permanent     Unrealized   Accumulated
                                                                       Capital     Capital      Reserve    Investments     Results       Results

                                 BALANCES AS OF DECEMBER 31, 2006       61,168        9           1,114                                     9,064

                                  Capitalization                         7,294        -               -              -             -      (7,294)
                                  Transfer                                   -        -             906              -             -        (906)
                                  Dividends                                  -        -               -              -             -        (864)
                                  Adjustment to equity (Note 16 (d))         -        -               -          3,098             -            -
                                  Net earnings                               -        -               -              -             -      13,204

                                 BALANCES AS OF DECEMBER 31, 2007       68,462        9           2,020          3,098                     13,204

                                  Capitalization                         3,098        -               -        (3,098)            -             -
                                  Capitalization                        10,984        -               -              -            -      (10,984)
                                  Transfer                                   -        -           1,320              -            -       (1,320)
                                  Unrealized results                         -        -               -              -        (411)             -
                                  Dividends                                  -        -               -              -            -         (899)
                                  Net earnings                               -        -               -              -            -        13,061

                                 BALANCES AS OF DECEMBER 31, 2008       82,544        9           3,340                       (411)        13,062


                               The accompanying notes to the financial statements are part of this statement.




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                                                                                            2008 Annual Report

STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
(in thousands of Nuevos Soles)


                                                                      2008       2007

 ACTIVIDADES DE OPERACIÓN:OPERATING ACTIVITIES:
  Net earnings                                                        13,061     13,204
  Plus (less) adjustments to net earnings:
   Depreciation and amortization                                       4,060      2,117
   Provision for permanent investment fluctuation                             -      208
   Provision for credits                                              12,742      9,599
   Provision for contingent credits                                    1,818        666
   Provision for accounts receivable                                     103         17
   Reversal of provisions for sale of portfolio                              -   (1,095)
   Recovery of provision for credits                                   (308)      (118)
   Recovery of provisions for accounts receivable                     (2,025)      (65)
   Provisions for realizable goods                                     1,763      1,194
   Adjustment to market value of fixed assets                          (2,844)           -
   Recovery of provision for permanent investments                           -    (155)
   Recovery of provisions for sale of realizable goods                (1,053)     (818)
   Deferred income tax and employees’ profit sharing                    (942)      (490)
   Earnings from the sale of fixed assets                                     -    (256)
   Withdrawal of fixed assets                                             120            -
   Exchange difference                                                   488     (1,058)
   Adjustment to accumulated amortization                               (77)            -
  Adjustment of investments                                               41         25
  Write-off of provisions for credits                                 (5,589)    (3,314)
  Charges and credits due to net changes in assets and liabilities:
   (Increase) decrease of other assets                                (6,026)     5,182
   Increase (decrease) of other liabilities                            1,441     (1,609)


 CASH INCREASE FROM.,OPERATING ACTIVITIES                             16,773     23,234




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                        STATEMENT OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007
                        (in thousands of Nuevos Soles)

                                                                                                                                   2008        2007

                         INVESTMENT ACTIVITIES:
                          Decrease (increase) of trading and held-to-maturity investments                                           34,374    (16,265)
                          Sale of property, furniture and equipment                                                                      -       1,900
                          Additions of property, furniture and equipment                                                           (4,201)     (2,095)
                          (Increase) decrease realizable goods                                                                     (3,575)       1,038
                          Increase of permanent investments                                                                        (4,053)     (1,298)
                          Additions of intangibles                                                                                 (2,795)     (1,530)
                          Collection of dividends                                                                                    1,559           -
                          Refund of contribution                                                                                     2,000

                         CASH INCREASE (DECREASE) FROM INVESTMENT ACTIVITIES                                                       23,309     (18,250)

                         FINANCING ACTIVITIES:
                           Net increase of due to customers                                                                        167,634     116,017
                          Net increase of financial debts and obligations                                                            13,154       7,358
                          Increase of credit portfolio, net of non-accrued interests                                             (220,865)   (121,259)
                          Increase of title deeds and liabilities in circulation                                                    10,101           -
                          Dividends                                                                                                  (899)       (864)

                         CASH (DECREASE) INCREASE FROM FINANCING ACTIVITIES                                                       (30,875)      1,252

                         NET CASH AND CASH EQUIVALENT INCREASE                                                                      9,574       6,236

                         BALANCE OF CASH AND CASH EQUIVALENT AT THE BEGINNING
                                                                                                                                  123,531     117,295
                         BALANCE OF CASH AND CASH EQUIVALENT AT THE END                                                           133,105     123,531

                         TRANSACTIONS THAT HAVE NOT GENERATED FUNDS TURNOVER
                          Increase of permanent investments from revaluation of fixed assets in subsidiary (Note 9, Note 16(d))          -       3,098
                          Adjustment to deferred income tax (Note 8 (a))                                                            2,177           -

                        The accompanying notes to the financial statements are part of this statement




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                                                                         2008 Annual Report

NOTES TO THE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2008 AND 2007



1. ECONOMIC ACTIVITY

Banco de Comercio (hereinafter the Bank) is subsidiary of Caja de Pensiones Militar Policial, majority
shareholder with an interest of 99.99% as of December 31, 2008 and 2007. The Bank business
include mainly the financial trading transactions proper to multiple banks, as regulated by the
Superintendence of Banks and Insurance and Pension Fund Managers (hereinafter SBS), according to
the General Law for the Financial and Insurance Systems and SBS Organic Operation, Law No.26702
(hereinafter the General Law), which sets forth the requirements, rights, obligations, securities,
restrictions, and other operation conditions applicable to juridical persons ruled by the private law
that operate in the financial and insurance systems.


The Bank was incorporated by means of a simple reorganization process, approved through SBS
Resolution No.1105-2004 dated July 9, 2004, in which an equity block made up by assets and
liabilities selected from the old Banco de Comercio was transferred to a new financial entity. The
operation license of the old Banco de Comercio was cancelled by the SBS and immediately changed
its name to Administradora de Comercio S.A. (hereinafter the Administrator).


Through SBS Resolution No.1466-2004 dated August 25, 2004, SBS conferred the Bank the
authorization to operate.


The Bank carries its business using a nationwide network of 16 branches (15 branches in 2007) and
11 special offices as of December 31, 2008 and 2007. The headquarters are located at Av. Canaval
y Moreyra No.452-454, San Isidro.




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                               The financial statements as of December 31, 2007 were approved in Shareholders’ Meeting held on
                               March 13, 2008. Those corresponding to year 2008 have been approved by General Management
                               in January 2009 and will be submitted for approval to the General Shareholders’ Meeting within the
                               time term required by Law. In the opinion of the General Management, the accompanying financial
                               statements will be approved without changes.

                               The number of employees was 644 in 2008 and 551 in 2007.

                               The enclosed financial statements reflect the Bank individual activity, excluding the effects resulting
                               from the consolidation of such financial statements with those of its subsidiary Inversiones Banco
                               de Comercio S.A. (Inverpeco), engaged in real estate purchase, sale, and lease, as well as in financial
                               advice. The Subsidiary’s assets, liabilities and equity amount to S/. 25,577 thousand, S/. 15,026
                               thousand and S/. 10,551 thousand as of December 31, 2008 (S/. 24,684 thousand, S/. 13,682
                               thousand and S/. 11,002 thousand, respectively, as of December 31, 2007).



                               2. ACCOUNTING PRINCIPLES AND PRACTICES FOLLOWED BY THE BANK

                               The following are the accounting principles and practices followed by the Bank in preparing and
                               presenting its financial statements. These principles and practices have been applied consistently
                               during the presented years.


                               (A) BASIS FOR PRESENTATION


                               (i) In preparing and presenting the attached financial statements, the Banks’ Management has
                                  complied with the Peruvian generally accepted accounting principles applicable to financial
                                  entities as issued by the Superintendence of Banks, Insurance and Pension Fund Administrators
                                  (hereinafter SBS) and, as applicable, with the International Financial Reporting Standards (IFRS),
                                  issued by the International Accounting Standard Board (IASB). Theses standards have been made
                                  official in Peru by the Committee for Accounting Standards (The Committee) and include the
                                  International Financial Reporting Standards (IFRS) approved up to IFRS 8, the interpretations of




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                                                                            2008 Annual Report

the IFRS (IFRIC) approved up to IFRIC 14, the International Accounting Standards (IAS) approved
up IAS 41 and the interpretations of the IAS (SIC), approved up SIC 32.


These standards coincide with IFRS valid internationally as of December 31, 2008 and 2007
applicable to the Bank, except for IFRS 7 – Financial Instruments, of international compulsory
application as from January 1, 2007, that has been approved in Peru by The Committee as from
year 2009. This Standard requires a series of disclosures in the notes to the financial statements
that will allow users to assess the impact of financial instruments in financial position of companies
and to understand their extension and risks. This Standard replaces those disclosures required
by IAS 32 regarding financial instruments.


The main differences between Peruvian generally accepted accounting principles applicable to
financial entities issued by the SBS and the International Financial Reporting Standards (IFRS)
are:




                       SBS                                                   NIIF
                                 Specific provisions for credits
It is determined according to percentages set forth    The difference between book value and the
by the SBS and it is recorded in the year’s results.   recoverable amount (present expected value
                                                       of cash flows discounted at the loan’s effective
                                                       original interest rate) is recorded. The expected
                                                       recovery value of the guarantees, in case it is
                                                       estimated that the credit will be recovered by
                                                       executing those guarantees, must be considered.

                                 Provision for realizable goods
A provision is recorded against results as per         The lesser of book and reasonable values must be
SBS’s regulations with percentages that force the      recorded less expenses required to put them in
recording of a provision of the cost value recorded    saleable condition.
in a maximum period of 60 months.




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                                                      SBS                                                NIIF
                                                                   Interests in suspense
                                 Interests on overdue credits are recognized as   They are recorded in results as they accrue.
                                 revenue as they are received.

                                                      Revenue from commissions for financial services
                                 They are recorded as received.                   They are recognized as revenue as they accrue.



                                  According to Peruvian legal regulations, the attached financial statements do not include the
                                  effects of consolidation of the Bank with its Subsidiary. As of December 31, 2008 and 2007,
                                  those investments are recorded following the equity participation method thus the consolidation
                                  does not have any effect on the Bank’s net earnings. Note 1 includes condensed information on
                                  the Subsidiary’s financial statements.


                               (ii) The accompanying financial statements have been prepared from the Bank accounting records,
                                  which are kept in nominal monetary terms of the date in which the transactions are made, based
                                  on historical figures.


                               (B) USE OF ESTIMATES

                                  The process of preparation of the financial statements also requires that Management performs
                                  estimations and assumptions to determine balances of assets and liabilities, of revenues and
                                  expenses, the amounts of contingencies and the disclosure of significant events in notes to the
                                  financial statements. The use of reasonable estimates is an essential part of the preparation of
                                  the financial statements and does not lessen their reliability. The estimations and assumptions
                                  made by the Bank are continually evaluated and are based on the historical experience and on
                                  any other relevant information. Should these estimations and assumptions vary in the future as a
                                  result of changes in the premises that supported them, the corresponding balances in the financial
                                  statements will be adjusted on the date in which the changes in the estimations and assumptions
                                  occur. The most significant estimations related to the attached financial statements are related
                                  to the provision for credits, for fluctuation of trading and held-to-maturity investments, for
                                  realizable goods, the useful life and recoverable value of property, machinery and equipment and
                                  the recoverable value of intangibles.



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                                                                          2008 Annual Report

(C)TRANSACTIONS IN FOREIGN CURRENCY


   Functional and presentation currencies
   To present its financial statements, the Bank has established a functional currency, based on the
   primary business environment it operates in which influences fundamentally the determination
   of interest and commission rates for financial transactions and the costs incurred to rendered
   services.


   The financial statements are presented in Nuevos Soles which is, at the same time, the Bank’s
   functional and presentation currencies. All transactions are recorded using the functional currency
   and, on the hand, foreign currency is every other currency different from the functional one.


   Transactions and balances in foreign currency
   Transactions in currencies other than the presentation currency are recorded in Nuevos Soles
   applying the exchange rates in force on the day of the transaction. The balances as of December
   31, 2008 and 2007 are shown at the exchange rate in force at the end of the year as established
   by the SBS. Exchange differences generated between the exchange rate recorded at the
   beginning of a transaction and the exchange rate at liquidation of the transaction or at year end,
   are part of the heading of financial revenue or expenses in the statement of earnings.


(D) FINANCIAL INSTRUMENTS
   The financial instruments are contracts that simultaneously originate a financial asset in one
   company and a financial liability or a capital instrument in another. In the Bank’s case, the
   financial instruments correspond to primary instruments such as liquid assets, trading and
   held-to-maturity investments, credit portfolio, accounts receivable (included in other assets)
   permanent investments and liabilities in general. At the moment of initial recognition, the financial
   instruments are valued at their reasonable value plus costs directly related to the transaction.
   The Bank determines the classification of financial assets and liabilities at the moment of their
   original recognition and, when permitted and appropriate, it revalues this designation at the end
   of each year.




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                                 Financial liabilities are recorded in full at amortized cost and are recognized when the Bank is part
                                 of the contractual agreements of the instrument.


                                 Financial assets and liabilities are compensated when there is a legal right to compensate them
                                 and when Management has the intention to cancel them on net basis or to simultaneously realize
                                 the asset and cancel the liability.


                                 Detriment of financial assets
                                 The Bank evaluates, as of the date of each balance sheet, whether there is objective evidence
                                 that a financial asset or a group of financial assets have deteriorated. A financial asset or a group
                                 of financial assets deteriorate and generate losses only when there are objective evidence of
                                 detriment as a consequence of one or more events subsequent to the asset’s initial recognition
                                 (an event of incurred losses) and when such event of loss has an impact on the projected cash
                                 flows from the financial asset or group of financial assets that can be reliable estimated. This
                                 evidence of detriment may include signs of important financial difficulties of the lender or group of
                                 lenders, no fulfillment or delays in payments of principal or interests, probabilities of restructuring
                                 or bankruptcy of the debtor or any other business restructuring which demonstrates there will
                                 be a decrease of future estimated cash flows such as changes in circumstances or economic
                                 conditions having correlation with the no fulfillment of payments.


                               (E) CASH AND CASH EQUIVALENTS


                                 Cash and cash equivalents include the balances of liquid assets.


                               (F) TRADING AND HELD-TO-MATURITY INVESTMENTS


                                 It includes investments for trading and those available for sale.


                                 Investments are initially recorded at their cost of acquisition, updating its value according to SBS
                                 Resolution No. 1914-2004, according to their classification.




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                                                                           2008 Annual Report

   The valuation criteria of investments according to their classification are as follows:


  -   Trading – Investments held for trading in the short term, which are daily updated at the market
      value through individual valuation, recognizing resulting earnings and losses in the statement
      of earnings.


  -   Available for sale – Investments that are neither held for sale in the short term nor to be held to
      maturity. These investments are valued based on the global portfolio at the lesser of average
      cost of acquisition or estimated market value. As from year 2005, the provisions resulting
      from their impairment do not affect the year results, but are recorded in an equity account of
      losses resulting from fluctuation in value until the securities are sold. When the securities are
      sold, the losses resulting from detriment of their market value, previously recognized as part
      of the equity, are included in the year’s result. Likewise, when the Bank considers that the fall
      in the market value or equity value is not temporary, it sets up respective individual provisions
      affecting the year’s result.


      These investment yields are recognized when accrued and dividends when declared.


      In the case of securities representing debt, the companies must update the accounting value
      of such instruments on a monthly basis through the discount accrual or capital premium.


   Differences between revenues received from the disposal of investments and their book value
   are recognized in the statement of earnings.


   In any of the cases above, if SBS considers necessary to set up any provision, such provision will
   be assessed based on each individual security and recorded under the year’s result.


(G) CREDIT PORTFOLIO AND PROVISION FOR DOUBTFUL CREDITS


   Credit balances are shown at their face value, net of the corresponding provision for doubtful
   credits.




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Independent Auditors’ Report




                                  The provision for doubtful credits is based on estimates made by the Management from time
                                  to time. The review and analysis of commercial credits consider specific customers, against
                                  whom a judicial proceeding is to be filed and customers evidencing a difficult economic/financial
                                  position. If such reviews determine the existence of placement recovery risks, a provision is set
                                  up for doubtful credits according to the rating given and the percentages established by SBS, as
                                  outlined in Note 6 e).


                                  In the case of credits for consumption and micro enterprises (MES), the provision for doubtful
                                  credits is determined based on the level or delay noted in placement collection, applying the
                                  provision percentages established by SBS.


                                  The write-off of credits rated as losses is made after all collection possibilities have been
                                  exhausted, and when there is actual and verifiable evidence of non-recoverability or when the
                                  amounts do not justify filing a judicial proceeding.


                                  Overdue credits correspond to placements which have not been cancelled within the 15 days
                                  following the agreed due date. In case of placements for consumption, mortgages and MES,
                                  overdue credits include unpaid capital installments older than 30 to 90 days and the full credit in
                                  case they are more than 90 days overdue.


                               (H) REALIZABLE GOODS AND PROVISION FOR DETRIMENT
                                  Realizable goods include real estate and personal properties awarded or recovered under
                                  execution of securities backing overdue direct and contingent placements or under termination
                                  of financial leasing contracts, which are accounted at the lesser of their awarding cost, market
                                  value, or outstanding balance, net of a provision for detriment computed as follows:


                                 i) 20% of the value on the award or recovery date for all the goods received, in as much as the
                                     provision assessed for the appraisal value is not higher.




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                                                                         2008 Annual Report

  ii) For goods other than real property, a provision is set up for the remaining balance in a term of
     18 months.


  iii) Additionally, for real property a monthly devaluation provision is recorded as from month 18
     upon its award or recovery, which shall be set up in a maximum term of 42 months, inasmuch
     as the annually assessed appraisal value is not higher than the provision net value.


(I) ACCOUNTS RECEIVABLE AND PROVISION


  They include accounts receivable for unrecovered goods from terminated leasing contracts, for
  which provisions are set up according to the rating given to the debtor.


  The balances of accounts receivable, included in other assets, are shown at their nominal value,
  net of the corresponding provision for doubtful accounts. Such provision is recorded as year’s
  expense and is made based on a specific individual evaluation of each debtor, considering the
  possibility to collect from each of them based on debt age, the Management’s discretion and the
  credit experience with the debtor.


(J)PERMANENT INVESTMENTS


  Permanent investments are recorded following the equity method. According to this method,
  the investment is initially recorded at cost and later on their book value is increased or decreased
  to recognize the Subsidiary profit or loss share. The value of the shares received due to the
  Subsidiary capitalization of the fixed asset revaluation surplus is recorded crediting it to equity.




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Independent Auditors’ Report




                               (K) PROPERTY, FURNITURE AND EQUIPMENT


                                  Property, furniture and equipment are shown at their cost of acquisition, less accumulated
                                  depreciation and the accumulated amount of losses due to devaluation. Depreciation of fixed
                                  assets is computed following the straight-line method based on their estimated useful life at
                                  the annual rates shown in Note 10. The historic acquisition cost includes disbursements directly
                                  attributed to the acquisition of assets. Maintenance and minor repairs are recognized as expenses
                                  as they are incurred. The useful life and the depreciation method are reviewed from time to time
                                  to ensure that the depreciation method and period are consistent with the foreseen pattern
                                  of future economic benefits. Major later disbursements and major renewals are recognized as
                                  assets when it is likely that the Bank will obtain future economic benefits derived from them and
                                  their cost can be reliably valued.


                                  When selling or removing property, furniture and equipment, the Bank eliminates their cost and
                                  the corresponding accumulated depreciation. Any losses or profits resulting from their disposal
                                  are included in the statement of earnings.


                               (L) INTANGIBLES AND ACCUMULATED AMORTIZATION


                                  Intangibles, included under other assets, are recorded at initial cost less accumulated
                                  amortization. After the initial recognition, intangibles are valued at cost less the accumulated
                                  amortization and any accumulated losses due to impairment. Intangibles are amortized following
                                  the straight-line method during their estimated useful life. The period and amortization method
                                  are reviewed at the end of each year.


                                  Intangibles, included under other assets, correspond mainly to implementation of software,
                                  which are recorded at cost and are amortized in a term of five years, following the straight-line
                                  method.




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                                                                         2008 Annual Report

(M) DETRIMENT OF NON FINANCIAL ASSETS


   The value of realizable goods, property machinery and equipment and intangibles is periodically
   reviewed to determine whether detriment exists or when indications and circumstances occur
   that indicate the book value may not be recoverable. If indications of detriment exist, the
   Bank estimates the recoverable value of the assets and recognizes a loss for impairment in the
   statement of earnings.


   The recoverable value of an asset is the higher between the realizable value less selling expenses
   and its usable value. The usable value is the present value of the estimated future cash flows that
   will result from the continuous usage of an asset as well as its disposal at the end of its useful
   life. The recoverable amounts are estimated for each asset and, when this is not possible, for
   the lesser unit that generates cash that may have been identified. Should there exist a decrease
   in the losses due to devaluation, as computed in prior years, revenue will be recorded in the
   statement of earnings.


(N) EMPLOYEES’ SERVICE LENGTH COMPENSATION


   Provision for employees’ length of service compensation, included as part of “other minor
   accounts” under other liabilities is charged to results as it becomes due.


(O) EMPLOYEES’ PROFIT SHARING AND INCOME TAX


   Deferred employees’ profit sharing and income tax are computed following the liabilities method
   of the balance sheet, which consists of determining the temporary differences between financial
   and tax assets and liabilities, and applying to such differences the employees’ profit sharing
   percentage and the income tax rate. Employees’ profit sharing and income tax for taxation
   purposes are computed according to the applicable tax regulations.




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                               (P)RECOGNITION OF REVENUES AND EXPENSES


                                  Interest revenues and expenses are accounted in the results of the period in which they are
                                  accrued, based on the capital term of the transactions generating them. Commissions for
                                  financial services are recognized as revenues when received, except for the commissions from
                                  credit cards which recognized as they accrue.


                                  Interests from refinanced and overdue placements and from placements under judicial collection
                                  are recorded following the procedures established by SBS requiring that such interests are
                                  recorded when received.


                                  Other expenses are recognized as accrued.


                               (Q) CONTINGENCIES


                                  Contingent assets, as well as contingent liabilities, are not recognized in the financial statements.
                                  They are only disclosed in a note to the financial statements if an economic flow is likely and it can
                                  be fairly quantified and measured.


                               (R) BASIC AND DILUTED EARNINGS PER SHARE


                                  Basic profit per share results from dividing the net result attributable to the shareholders by the
                                  weighted average number of common and investment shares outstanding in the period, including
                                  shares resulting from the restatement to constant currency. Diluted profit per share results
                                  from dividing the net result attributable to the shareholders by the weighted average number of
                                  common and investment shares outstanding and pending of issue in the period.




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                                                                        2008 Annual Report

3. ASSETS AND LIABILITIES IN FOREIGN CURRENCY

  Transactions in foreign currency are made at the exchange rate established by the foreign
  currency free market in the National Financial System.


  As of December 31, 2008 the exchange rate reported by SBS for the accounting of assets and
  liabilities in foreign currency was S/. 3.140 (S/. 2.996 in year 2007) for each US Dollar.


  As of December 31, 2008 the free market weighted average exchange rate for transactions
  in US Dollars reported by SBS was S/. 3.137 for buying transactions and S/. 3.142 for selling
  transactions (S/. 2.995 for buying and S/. 2.997 for selling in year 2007).




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Independent Auditors’ Report




                                 As of December 31, the Bank had the following assets and liabilities in thousands of US Dollars:


                                                                                                            2008         2007

                                        ASSETS
                                          Liquid assets                                                      28,187       27,185
                                         Credit portfolio, net                                               55,160       51,534
                                         Trading and held-to-maturity investments                              1,442       1,332
                                         Other assets                                                          2,897       1,358

                                                                                                             87,686       81,409

                                        Liabilities
                                          Dues to customers                                                (77,745)     (74,508)
                                         Financial debts and obligations                                     (7,908)     (5,981)
                                         Other liabilities                                                   (1,421)       (981)

                                                                                                           (87,074)     (81,470)


                                        Net asset (liability) position                                           612        (61)



                               4. LIQUID ASSETS

                                 It is mainly made up of cash funds kept in the Bank and in Banco Central de Reserva del Peru - BCRP,
                                 including the legal deposit required by the current legislation.

                                 Deposits in Nuevos Soles and in foreign currency are subject to a minimum reserve of 9% (6%
                                 in 2007); deposits in foreign currency are required an additional reserve of 35% (30% in 2007)
                                 computed on the excess of deposits over the average in September 2008.

                                 Reserve funds representing the minimum required by law accrue no interest. Reserve funds
                                 corresponding to the additional reserve required in foreign currency and deposited in BCRP accrue
                                 interests at an annual rate of 6.5% (3% per annum in 2007). Additional reserve funds in local currency
                                 are not remunerated.




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                                                                           2008 Annual Report

  The balance of deposits in local and foreign banks includes restricted deposits in Banco de Crédito del
  Perú for US$ 688,000 in 2008 and (US$. 512,500 in 2007), as collateral for a letter of guarantee
  in favor of Unibanca for the same amount to back the transactions with credit cards issued by the
  Bank; deposits in Commerzbank AC for US$ 500,000 in 2008 and in 2007 as collateral for debts,
  S/. 548,891 of restricted funds due to judicial withholdings of the previous years in 2008 and 2007
  and other minor restricted deposits for S/. 13,830 in 2008.


5. TRADING AND HELD-TO-MATURITY INVESTMENTS

  The following is the breakdown of this heading (in thousands of Nuevos Soles):



                                                                              2008         2007

          Investment funds                                                       4,973       4,745
          Deposit certificates                                                  22,473       58,505
          Other                                                                  1,143         345


                                                                               28,589       63,595


          Less:
           Provision for impairment                                              (666)       (887)


                                                                               27,923       62,708



  Investment funds include 1,179,480 shares in Fondo de Inversión Multirenta Inmobiliaria
  managed by AC Capitales SAFI valued at US$ 1,363,738 (US$ 1,226,659 in 2007).


  Deposit certificates correspond mainly to trading bank certificates issued by Banco Central de
  Reserva del Perú, with current and non-current maturity. Interests are determined based on the
  interest rates effective in the market.




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                               6. CREDIT PORTFOLIO, NET

                                 a) It includes the following (in thousands of Nuevos Soles):

                                                                                                      2008       2007

                                       Direct credits:
                                        Consumption                                                  569,854     398,305
                                        Loans                                                        118,365     105,019
                                        Financial leasing                                             49,869      31,891
                                        Discounts                                                     54,207      49,284
                                        Overdrafts and advances in checking account                   15,028       7,303
                                        Mortgage credits                                                7,477      5,092
                                        Refinanced credits                                               6,300      6,773
                                        Overdue credits and credits under judicial collection         12,765       8,947


                                                                                                     833,865     612,614


                                       Accrued yield from current credits                               8,963      6,767
                                       Less:
                                        Non-accrued interests and commissions                        (20,584)   (18,002)
                                        Provision for doubtful credits                               (28,497)   (20,259)


                                                                                                     793,747     581,120


                                       Contingent credits (Note 17)                                  217,371     178,226



                                 b) Interest rates generated by placements in local and foreign currency are established by
                                    the free market, depending on the type of placement and the currency in which the credit is
                                    granted. As of December 31, the average annual rates effective for the main products were
                                    as follows:




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                                                                                 2008 Annual Report

                                                     2008                     2007
                                                 Placements in            Placements in
                                                 S/.           US$         S/.           US$
                                                 %              %          %              %

              Consumption credits            18.62              9.75      21.61           9.75
              Commercial credits             14.58             12.93      15.31          11.84
              Discounts                      16.07             13.38      11.78          10.37
              Overdrafts                    136.15             49.17     134.94          49.13
              Mortgage credits               11.95             11.65      13.63          11.63



c) According to SBS current regulations, the Bank placement portfolio presents the following
   risk rating (in thousands of Nuevos Soles):


                                                  2008                     2007
                          Credits            Direct and          %        Direct and       %
                                              indirect                     indirect

              Standard                           959,400         93        714,327         92
              Potential problem                   20,305             2      12,935             2
              Poor                                25,080             2      25,342             3
              Doubtful                            16,168             2      12,764             2
              Loss                                     9,699         1           7,470         1
                                            1,030,652 100                  772,838        100


Such amounts include the balances of placements and certain contingent transactions which are
backed by collaterals received from customers, mainly mortgages, industrial and commercial
pledges and sureties, among others. Such collaterals amount approximately to S/. 361,909
thousand as of December 31, 2008 (S/. 275,121 thousand in 2007). (Note 17).


Bank’s credits are mainly oriented to consumption (70%), services (10%), manufacturing (6%),
and commerce (14%).




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                               d) The turnover of the provision for doubtful credit portfolio was as follows (in thousands of
                                  Nuevos Soles):

                                                                                             2008         2007

                                                   Initial balance                            20,259      15,555
                                                   Additions charged to results               12,742        9,599
                                                   Write-offs                                 (5,589)     (3,314)
                                                   Sale of portfolio                                 -    (1,095)
                                                   Recovery                                     (308)       (118)
                                                   Reassigning of provision for contingent
                                                    credits                                    1,319             -
                                                   Exchange difference                              74      (368)


                                                   Final balance                              28,497      20,259


                                  As of December 31, 2008, the provision for contingent credits amounting to S/. 3,200
                                  thousand (S/. 2,622 thousand as of December 31, 2007), is included under Other Liabilities
                                  in the Balance Sheet (Note 15).


                               e) The assessment criteria correspond to regulations of SBS Resolution N° 808-2003, Bylaws for
                                  Debtor Assessment and Classification and Existence of Provisions that consider the debtor’s
                                  payment capacity, mainly defined by its cash flow and credit history, and additionally —for
                                  commercial credits— economic environment, the company global indebtedness with third
                                  parties, the capacity to pay its liabilities under exchange rate variations, the level of pledged
                                  preferred collateral, the level of preferred collateral with self-liquidity and quick realization
                                  value, the quality of the company management, and the ratings granted by other entities of
                                  the financial system. Assessments determine the adjustments on the provision amounts that
                                  the Bank’s Management considers enough to offset any losses that may be incurred in the
                                  recovery of the rated credits.




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On November 10, 2006 SBS issued Resolution 1494-2006 in order to establish reasonable
guidelines for debtors classification and incorporated to the Regulations a rule setting forth that
for any consumption credits with contracts referred to payroll discount agreement, provisions
are to be setup according to the percentages on table 3, provided that the conditions of such
rule are met.


As from December 1, 2008, through SBS Resolution No.11356-2008, the provision percentages
for credits rated as standard risk category established in SBS Resolution N° 808-2003 and its
amending regulations were changed and setting forth a regime of pro-cyclic provisions for such
credits. The minimum rates of specific provisions for direct credits of debtors classified in a
category higher than the standard category were not changed.


The following are the minimum rates of generic provisions and the rates of pro-cyclic provisions
applicable to credits classified as standard category for year 2007 and up to November 2008
and for December 2008:



                                                       Provision rates %
                                          Generic
                  Credit type          For year 2007       Generic           Pro-cyclic
                                      up to November    December 2008      December 2008
                                           2008
           Commercial                       1                0.7             0.45 (1)
           MES                              1                1.0             0.50 (2)
           Consumption                      1                1.0             1.00 (2)
           Mortgage for housing             1                0.7             0.40 (1)



     (1) With self-liquidity preferred guarantees the pro-cyclic provision will be 0.3% for the
         portion covered by the guarantees.


     (2) With self-liquidity preferred guarantees the pro-cyclic provision will be 0% for the
         portion covered by the guarantees.




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                               The minimum rates of specific provision that must be constituted for credits of debtors classified
                               in categories higher than the standard were the following (for years 2008 and 2007):



                                                                Percentage of provision
                                                                        (1)               (2)         (3)
                                        Potential problem                 5                2.5       1.25
                                        Poor                             25               12.5       6.25
                                        Doubtful                         60                30          15
                                        Loss                            100                60          30


                                      (1)   Without preferred guarantees.

                                      (2)   With preferred guarantees (applicable to commercial, mortgage and MES credits).

                                      (3)   With very fast realizable preferred guarantees (applicable to commercial,
                                            mortgage and MES credits and consumption credits that have contracts referred to
                                            agreements of discount through remuneration payroll).


                               The new Bylaws for Debtor Assessment and Classification and Existence of Provisions approved
                               in November 2008, will be valid as from January 1, 2010, except for what is mentioned in the
                               preceding paragraphs of this section.


                               f) In the case of reorganized and refinanced transactions, upon entering the refinancing
                                  agreement or approval of the new payment schedule, the poor risk rating may be assigned
                                  to debtors with previous doubtful and loss ratings, keeping the rest under their original risk
                                  ratings, except for standard risk debtors, who are now to be rated as potential problem
                                  debtors. The new rating assigned may improve to the next upper rating, provided that the
                                  debtor had proved his payment capacity in relation to the new credit schedule by making
                                  timely payments of the agreed installments for two consecutive quarters.




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                                                                                2008 Annual Report

  g) As of December 31, direct credits have the following maturities (in thousands of Nuevos
      Soles):

                                            2008                                  2007
                           Local           Foreign                    Local      Foreign
                                                            Total                          Total
                          currency        currency                   currency   currency
Up to 1 month               33,843           43,960         77,803     22,096     39,346    61,442
From 1 to 3 months          18,049           18,193         36,242     28,666     45,362    74,028
From 3 to 6 months          60,169           44,438     104,607        33,131     17,661    50,792
From 6 to 12 months         66,264            8,307         74,571     63,314      6,034    69,348
Over 12 months            452,973            74,905     527,878      283,989      55,141   339,130
Overdue and under
 judicial collection           7,275          5,489         12,764      4,474     13,400    17,874
                          638,573           195,292     833,865      435,670     176,944   612,614



7. REALIZABLE GOODS, NET

   It includes property and furniture obtained from the execution of collateral received in payment,
   corresponding to overdue placements and recovered placements under terminated leasing
   contracts.


   The following is the breakdown of this balance (in thousands of Nuevos Soles):

                                                                     2008       2007

                       Realizable goods                               10,805     4,977
                       Goods     received    in   payment    and       1,493     3,746
                       awarded
                                                                      12,298     8,723


                       Less: Provision for detriment                  (7,044)   (7,611)


                                                                       5,254     1,112




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                               During 2008 the Bank sold awarded goods to third parties for S/. 1,676 thousand, generating a
                               net profit of S/. 1,274 thousand (S/. 829 thousand in 2007, generating a net profit of S/. 607
                               thousand in that year.)


                               The following is the turnover of the provision for detriment (in thousands of Nuevos Soles):




                                                                                        2008        2007

                                             Initial balance                              7,611       7,495
                                             Addition charged to results                  1,763       1,194
                                             Sales                                      (1,053)       (818)
                                             Transfer to accounts receivable            (1,493)            -
                                             Exchange difference                            216       (260)


                                             Final balance                                7,044       7,611




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8. DEFERRED EMPLOYEES PROFIT SHARING AND INCOME TAX

  The following is the breakdown of this heading as of December 31, 2008 and 2007 (in thousands
  of Nuevos Soles):



                                                                       2008     2007
         The deferred asset arises from:
         1. Financial leasing                                           (385)     141
         2. Provision for investments impairment                          207     297
         3. Impairment of fixed assets                                     563    1,516
         4. General provisions                                          4,407    2,799
         5. Unpaid vacations                                              764     609
         6. Deferred revenues from sale to related parties                313     507
         7. Provisions for realizable goods                             1,206     469
         8. Unpaid interests on deposits of individuals                 1,815
         10. Smoothing of assets and liabilities in foreign currency                   -
             and other                                                    577
                                                                                   10


         Deferred assets at the end of the year                         9,467    6,348
         Less: Balance at the year begin                                6,348    5,858


         Net effect of the year in year’s results
          (Note 27 (b))                                                   942     490


         Adjustment a)                                                  2,177          -


                                                                        3,119     490




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Independent Auditors’ Report




                               a) Corresponds to the adjustment made in March 2008 crediting tax on employees’ participation
                                  and income tax payable, mainly for considering interests on deposits from individuals as non
                                  deductible.


                               9. PERMANENT INVESTMENTS, NET

                                  The following is the breakdown of this heading as of December 31, 2008 and 2007 (in thousands
                                  of Nuevos Soles):


                                                                        Participation in equity              Amount

                                                                 Number         2008          2007        2008     2007
                                                                 of shares       %             %           %        %
                                        Inversiones Banco
                                          de Comercio S.A.      4,605,025         99.99           99.99   10,120   11,001
                                        Unibanca                3,490,576         11.28           11.28    5,109      3,831
                                        Other
                                                                                                            109         81

                                                                                                          15,338   14,913



                                  The amount of the participation in the subsidiary’s net equity has been determined on the
                                  basis of audited financial statements as of December 31, 2008 and 2007. The amount of the
                                  participation in Unibanca has been determined on the basis of the information regarding the
                                  Bank’s participation in the equity sent by the above-mentioned company in 2008 and 2007.


                                  During year 2007, the subsidiary revaluated its fixed assets resulting in an increase in the Bank
                                  investment value for S/. 3,098, which was recorded as credit to equity (See Note 16 (d)), and
                                  which was capitalized in year 2008.




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                                                                               2008 Annual Report

10. PROPERTY, FURNITURE                     AND         EQUIPMENT            AND       ACCUMULATED
    DEPRECIATION
       The following is the turnover and breakdown of this heading (in thousands of Nuevos Soles):


                                                                        Adjustment
             Year 2008                                                   to Market                     Final
                                  Initial                   Withdrawals    Value     Transfers       Balances
                                 Balances   Additions          2008        2007        2008           2007
                                                                %            %          %               %
COST OF:
 Land                               4,991               -            -      1,265                -      6,256
 Buildings and installations      12,957         355              (90)      1,579           17        14,818
 Furniture and equipment            9,268      1,858          (3,232)            -               -      7,894
 Transport units and machinery        162        539            (131)            -               -        570
 Installations and
      improvements in leased
      properties                    1,838        705                 -           -        339           2,882
 Works in progress                     98        405                 -           -      (356)             147


                                  29,314       3,862          (3,453)       2,844                -    32,567


ACCUMULATED DEPRECIATION
OF:
 Buildings and installations        4,488        562              (62)           -               -      4,988
 Furniture and equipment            6,645      1,187          (3,232)            -               -      4,600
 Transport units and machinery        127          73             (39)           -               -        161
 Installations and
      improvements in leased
      properties                      408        220                 -           -               -        628


                                  11,668       2,042          (3,333)            -               -    10,377


      Net value                   17,646                                                              22,190




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Independent Auditors’ Report




                                                                           Saldos                           Saldos
                                                    Year 2007                         Adiciones   Ventas
                                                                          iniciales                         finales
                                      COST                                 30,166       2,095     (2,947)   29,314


                                      Less provision for
                                           property devaluation              (545)            -      545             -


                                                                           29,621                           29,314


                                      ACCUMULATED DEPRECIATION             10,685       1,741      (758)    11,668


                                      Net value                            18,936                           17,646



                               Fixed assets depreciation is computed following the straight-line method using the following
                               annual rates:


                               Buildings and installations                             3% and 10%
                               Furniture and equipment                                 10% and 25%
                               Transport units and machinery                           20% and 10%
                               Installations and improvements in leased properties 10%


                               The balance of “Buildings and Installations” is shown net of adjustment for fixed asset devaluation
                               amounting to S/. 4,525 thousand recorded after the reorganization process was completed. This
                               good was subject of a financial lease contract with INVERPECO, which was terminated and later
                               recorded by the Bank as fixed asset according to the approval N° 1944-2004 dated February 3,
                               2004 from SBS. During year 2008 the Bank made a new appraisal of this good and increased its
                               cost by S/. 2,844 thousand, included in the heading of various revenues, net of the statement of
                               earnings.




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                                                                            2008 Annual Report

11. OTHER ASSETS
   It includes the following (in thousands of Nuevos Soles):

                                                                         2008           2007
           Intangibles, net of accumulated amortization a)                3,064           2,210
           Deferred charges b)                                            4,348           6,802
           Accounts receivable, net of provision for S/. 2,737
           thousand in 2008 and S/. 3,047 thousand in 2007 c)             2,879             944
           Credit from General Sales Tax                                  2,897                -
           Income Tax advance payments                                    2,489             630
           Transactions in progress d)                                    1,818             215
           Other                                                          1,048             552


                                                                         18,543         11,353



    a)    The following is the turnover and breakdown of this heading (in thousands of Nuevos
          Soles):
                                                  Initial                 Adjust-         Final
                       Año 2008                           Additions        ment
                                                 balances                               balances
         COST OF
          Cessions and rights                         581            -          -           581
          Software                                  1,030            -          -         1,030
          Administrative reorganization             1,453          226    (1,679)             -
          Plexus a.1)                                   -        2,569          -         2,569
          Development of CORE software a.2)
                                                    3,064        2,795    (1,679)         4,180

         ACCUMULATED AMORTIZATION                     854        2,018    (1,756)         1,116

                                                    2,210                                 3,064
         Año 2007

         COST                                       1,532        1,532              -     3,064

         ACCUMULATED AMORTIZATION                     478         376               -       854

                                                    1,054                                 2,210




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Independent Auditors’ Report




                                 a.1) Corresponds to the project developed by Plexus S.A. for the optimization of resources and
                                 operational efficiency which has been amortized during the year.


                                 a.2) Corresponds to the implementation of the CORE Banking System that will replace the
                                 current SIAF system.


                               b) Deferred charges include S/. 1,662 thousand (S/. 3,466 thousand in 2007) corresponding
                                  to the balance of the advance of 51 installments to Inverpeco for S/.6,796 thousand
                                  (equivalent to US$ 2,104 thousand) of the lease contract for 133 installments of the new
                                  Bank’s offices with maturity in June 2016. Additionally, it includes a balance of S/. 1,646
                                  thousand (S/.1,869 thousand in 2007), corresponding to the advance of the rent contract
                                  for 120 months up to April 2014 for offices for a branch in Centro Comercial Jockey Plaza for
                                  US$ 998,000 in payment of a promissory note signed by Centro Comerciales del Perú S.A.


                               c) The following is the turnover of the provision for accounts receivable (in thousands of Nuevos
                                  Soles):

                                                                                                2008        2007
                                            Initial balance                                       3,047       3,294
                                            Transfer of provision for detriment                   1,493            -
                                            Addition charged to results                             103          17
                                            Recovery of provisions                              (2,025)        (65)
                                            Exchange difference                                     119       (199)


                                            Final balance                                         2,737       3,047



                               d) Transactions in progress are mainly referred to transactions made during the last days of the
                                  month that are reclassified during the following month to the definite accounts of the Balance
                                  Sheet. These transactions do not affect the Bank’s results.




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                                                                               2008 Annual Report

12. DUES TO CUSTOMERS

   Interest rates for liabilities transactions are freely set by the Bank based on the free market
   and the type of deposit. The following are the rates valid as of December 31, 2208 for the main
   products (effective annual rate):

                                                   2008                          2007
                                            Local       Foreign           Local        Foreign
                                           currency    currency          currency     currency
                                              %           %                 %            %
       Savings deposits                     2.52%        1.12%             2.15          2.57
       Term deposits                        8.64%        5.41%             9.07          4.75
       Bank certificates                          -       1.53%                 -         3.55
       Employees’ length of service
       compensation deposits                 9.00            5.00          9.00          5.00


   As of December 31, deposits and other liabilities have the following maturities (in thousands of
   Nuevos Soles):

                                        2008                                         2007
                        Local          Foreign                       Local          Foreign
                                                     Total                                       Total
                       currency       currency                      currency       currency
Up to 1 month              48,499       17,207        65,706          47,956         19,153       67,109
From 1 to 3 months         35,837       11,973        47,810          59,073         28,321       87,394
From 3 to 6 months        136,097       48,526       184,623          61,926         49,000      110,926
From 6 to 12 months       180,378       76,026       256,404        137,963          48,412      186,375
Over 12 months            225,038       90,387       315,425        170,013          78,340      248,353

                          625,849     244,119        869,968        476,931        223,226       700,157


   The Bank is member of the Deposits Security Fund (DSF) as per Article 148° General Act of the
   Financial System, Law N° 26702 therefore the saving deposits are covered up to a maximum
   limits established by the DSF.




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                               13. FINANCIAL DEBTS AND LIABILITIES

                                  It includes the following loans as of December 31, 2008 (in thousands of Nuevos Soles):


                                                               Creditor                 Total       Short     Long
                                                                                                    Term      Term

                                             Corporación Financiera de Desarrollo
                                             COFIDE                                     26,692        6,709   19,983
                                             Standard Chartered                             3,512     3,512          -
                                             Commerzbank AC                                 1,730     1,730          -
                                             Otros menores                                   908        908          -

                                                                                        32,842      12,859    19,983


                                  The annual interest rates of these loans range from 4.28% to 6.95%.


                                  The debts contracted with Corporación Financiera de Desarrollo - COFIDE include balances
                                  in foreign currency for US$ 5,787 thousand (US$ 5,426 thousand in 2007) and are credit
                                  facilities for the special housing project Mi Vivienda.


                               14. TITLE DEEDS AND LIABILITIES IN CIRCULATION

                                  Corresponds to the first issue of subordinated Bonds convertible to shares for S/. 10,000
                                  thousand, with maturity in a term of ten years and an effective annual rate of 8%. The interests
                                  are payable quarterly and the totality of the Bonds have been acquired by the Caja de Pensiones
                                  Militar Policial.


                                  The balance includes accrued interests for S/. 101 thousand.




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                                                                           2008 Annual Report

15. OTHER LIABILITIES
   The following is the breakdown of this heading (in thousands of Nuevos Soles):

                                                                       2008         2007
             Deferred revenues from awarded goods
              transferred to related entities (a)                         712         1,291
             Provisions for awarded good transferred to Inverpeco         222           222
             Provisions for contingent credits (b)                      3,200         2,622
             Vacations payable                                          2,282         1,818
             Transactions in progress                                   2,913         2,638
             Provision for overhead expenses                            1,154         1,295
             Profit sharing payable                                        915           967
             Other minor                                                2,714         1,240
                                                                       14,112       12,093

  a) During 2006, made sales to its subsidiary Inverpeco generating profits for S/. 579 thousand,
     which was deferred under the heading of other liabilities until Inverpeco made the sale of the
     awarded buildings according to SBS Communication N° 484-2007-SBS dated January 11,
     2007. On December 31, 2008 the sale of these buildings was carried out originating that the
     Bank recognized revenue for the above-mentioned amount. As of December 2008 and 2007,
     the sale of the building located at Calle Los Cedros, District of Luring is pending in Inverpeco S.A.
     This building was sold to the subsidiary by the Bank in prior years thus the Bank keeps S/. 712
     thousand as deferred revenue.

  b) The following is the turnover for the provision for contingent credits (in thousands of Nuevos
     Soles):
                                                                       2008         2007
             Initial balance                                            2,622         2,077
             Additions charged to results                               1,818           666
             Reassignment to provision for direct
              credits                                                  (1,319)             -
             Exchange difference                                            79        (121)

             Balance as of December 31, 2008                            3,200         2,622




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                                 c) Transactions in progress are mainly referred to transactions made during the last days of the
                                    month that are reclassified during the following month to the definite accounts of the Balance
                                    Sheet. These transactions do not affect the Bank’s results.


                               16.NET SHAREHOLDERS’ EQUITY

                                 (a) Share capital – The authorized common stock, fully subscribed and paid as of December 31,
                                    2008, is represented by 65,993,801 common shares and 16,550,000 preferred shares with
                                    a face value of S/. 1.00 per share (51,911,379 common shares as of December 31, 2007).
                                    The shares are listed in the Lima Stock Exchange, but show no trading frequency.


                                    In General Shareholders’ Meeting dated November 10, 2004, the Bank agreed on the issue of
                                    16,550,000 preferred shares convertibles to common shares through the capitalization of
                                    subordinated Bonds issued by the Bank for a face value of US$ 5,000,000 (equivalent to
                                    S/.16,550,000) held by Caja de Pensiones Militar y Policial. On December 30, 2004, through
                                    Resolution 2134-2004, SBS authorized the capitalization of the subordinated Bonds for
                                    S/.16,550,000, which were issued and filed in the Public Registry on April 15, 2005. Preferred
                                    shares were issued under the following terms:


                                    1. For 8 years, they will grant a dividend determined by the simple average of the annual
                                       liabilities rates for 180 to 359 term deposits in US Dollars offered by the main four banks
                                       in the country plus an additional rate of 2.5%.


                                    2. This dividend is cumulative and participative.


                                    3. At the end of 8 years, the shares will be converted to common shares.




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                                                                     2008 Annual Report

As of December 31, 2008 the Bank share structure was as follows:

              Percentage of                                      Total interest
                                       Number of shareholders
               capital share                                      percentage
       From     0.00    to      0.01             1                    0.01
       From     0.02    to     99.99             1                   99.99
                                                 2                  100.00




      The minimum share capital required by the General Law for the Financial and Insurance
      Systems and SBS Organic Operation (Law 26702) effective as of December 31, 2008
      amounts to S/. 23,864,757 (S/.21,568,363 in 2007).


   (b) Legal reserve – In accordance with the General Law (Art. 67), a minimum 10 percent of the
      net earnings has to be transferred to a legal reserve that cannot be lower than 35 percent
      of the paid-in capital. Such reserve can only be used to offset losses.


   (c) Accumulated results – They may be capitalized or appropriated as dividends, by resolution
      of the Shareholders’ Meeting. Dividends and any other form of earnings appropriation are
      subject to the Income Tax at a 4.1% rate on the appropriated amount to be borne by the
      shareholders or partners, only applicable to individual shareholders, domiciled or not,
      and to non-domiciled corporate shareholders. According to the General Corporate Act,
      dividend distributions must be made in proportion to the shareholders’ contributions.


      As of December 31, 2008 from the total of accumulated results, S/. 955 thousand
      correspond to preferred dividends and it is estimated that the balance of S/. 12,107 will
      be capitalized.


   (d) Result from permanent investments –It was made up by the value of the shares received
      due to the Subsidiary capitalization of the fixed asset revaluation surplus (See Note 9).
      This amount was capitalized in 2008 with prior approval from SBS.




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                               (e) Regulatory equity – As of December 31, 2008, the regulatory equity of the Bank assessed
                                  according to legal regulations amounts to approximately S/. 107,064 thousand (S/.
                                  80,233 thousand as of December 31, 2007). Such figure is used to compute certain
                                  limits and restrictions applicable to the Bank transactions in Peru.


                                  Contingent assets and liabilities weighted by credit risk and assessed by the Bank
                                  according to legal regulations applicable to financial institutions amount to approximately
                                  S/. 984,173 thousand (S/. 744,329 thousand as of December 31, 2007).


                                  Likewise, the amount of positions subject to market risk weighted by risk cannot exceed
                                  eleven times the regulatory equity used to cover the credit and market risks. As of
                                  December 31, 2008, the Bank global leverage ratio and the global leverage ratio by
                                  credit risk and market risk is equivalent to 9.22 times the regulatory equity (9.28 in year
                                  2007).


                               (f) Unrealized results – Correspond to the variation of the reasonable value of investments
                                  kept for sale which remains in this account until they are sold or until proven that they
                                  have deteriorated in which case the amount is transferred to the year’s result.




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                                                                     2008 Annual Report

17. CONTINGENT AND MEMORANDA ACCOUNTS
   It includes the following: (in thousands of Nuevos Soles):

                                                                  2008        2007
           Contingent credits:
            Sureties and letters of guaranty                     208,796     161,379
            Letters of credit issued                               6,672      13,302
            Bank acceptances outstanding                           1,903       3,545


           (Note 6 a))                                           217,371     178,226


           Other contingent accounts
            Unused credit facilities                              13,658      12,315


                                                                 231,029     190,541
           Memoranda accounts:
            Securities under collection                            3,716       1,903
            Revenues on hold                                      12,206       7,992
            Write-off of bad debts                                22,117      14,668
            Securities given in custody                           13,800      17,229
            Securities in custody                                 98,735      79,866
            Collaterals received for credit
             transactions (Note 6 c))                            361,909     275,121
            Credit rating and weight by
             credit risk                                        1,231,593    924,576
            Other                                                 693,113    629,287


                                                                2,437,189   1,950,642


                                                                2,668,218   2,141,183


   During the regular course of business, the Bank participates in transactions that expose it to
   credit risks for contingent transactions, in addition to the amounts presented in the balance
   sheet as credit portfolio and accounts receivable.




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                                  The credit risk in contingent transactions is related to the probability that one of the parties to
                                  the respective contract does not fulfill the terms established under such contract. Contingent
                                  credits do not necessarily represent future payment requirements, because many of them
                                  reach maturity without disbursement required. Accordingly, the Bank Management estimates
                                  that the recorded provision (shown in Other Liabilities, see Note 15) is enough to cover an
                                  eventual loss in the recovery of the contingent credits granted.


                               18.FINANCIAL REVENUE
                                  It includes the following: (in thousands of Nuevos Soles):



                                                                                                  2008        2007
                                       Credit interests and commissions                          115,716       96,114
                                       Revenues from trading and held-to-maturity investments        180        3,926
                                       Revenues from sale of trading investments                   1,968        3,134
                                       Interests from deposits in financial institutions            1,533        2,219
                                       Interest gained from permanent investments                  4,025        1,435
                                       Interests from interbank funds                                242          457
                                       Various financial revenue                                    1,112          222
                                       Profit from exchange difference, net                         4,123        2,352
                                       Other                                                         608          247

                                                                                                 129,507      110,106



                               19. FINANCIAL EXPENSES
                                  It includes the following: (in thousands of Nuevos Soles):

                                                                                                  2008        2007
                                         Interests and commissions from dues to customers         43,351       36,480
                                         Premiums of the Deposit Insurance Fund                    2,297        2,009
                                         Interests from debts and obligations                      3,250        1,167
                                         Other                                                     2,468          599


                                                                                                  51,366       40,255




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                                                                               2008 Annual Report

20. GENERAL EXPENSES

   The following is the breakdown of this heading (in thousands of Nuevos Soles):
                                                                        2008            2007
          Rents                                                          3,903           3,433
          Other services                                                 1,879           1,991
          Advertisement                                                  1,461             886
          Fees                                                           2,650           1,854
          Security services                                              1,790           1,535
          Insurance                                                        662             906
          Various supplies                                               1,119             942
          Maintenance and repair                                         1,186           1,023
          Transport of money and securities                                739             744
          Telephone                                                        584             727
          Electronic processes                                             581             563
          Other minor                                                    4,427           4,110

                                                                        20,981          18,714


21. TRANSACTIONS WITH RELATED COMPANIES

   The Bank makes various transactions with related companies, the most important of which
   include attracting funds, granting credits and their related financial expenses and revenues.

   The following are the main balances with related companies (in thousands of Nuevos Soles):


                                                      2008                          2007
                                            Activos          Pasivos      Activos          Pasivos
       Caja de Pensiones Militar Policial             2       13,767                5          39,683
       Inverpeco S.A.                         10,036           1,755           7,956            1,206
       Alpeco S.A.                                    3            96               2             61
       Administradora del Comercio S.A.               -        4,800                -          14,197

                                              10,041          20,418           7,963           55,147




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Independent Auditors’ Report




                                  Certain shareholders, directors and officers of the Bank, have, directly or indirectly, made credit
                                  transactions with the Bank, which are regulated by the General Law. As of December 31, 2008
                                  loans and other credits to Bank employees amount to approximately S/. 5,175 thousand (S/.
                                  4,002 thousand in 2007) which include mortgage loans.

                                  In year 2008 deposits from related entities accrued interests for S/. 2,190 thousand (S/.
                                  2,012 thousand in 2007). Placements have accrued in year 2008, approximately S/. 592
                                  thousand (S/. 963 thousand in 2007) as interests.

                                  During year 2008 the Bank has recorded expenses for services received from related companies
                                  for approximately S/. 658 thousand (S/. 2,694 thousand in 2007).

                               22. EMPLOYEES’ PROFIT SHARING

                                  According to Legislative Decree N° 892 employees enjoy a profit sharing by the appropriation
                                  of 5 percent of the annual income before Income Tax and after offsetting any loss from previous
                                  years, as applicable.

                               23. MANAGEMENT OF LIQUIDITY, CREDIT, INTERESTS AND EXCHANGE
                                   RISKS

                                  The Bank activity expose it to a variety of financial risks: liquidity risk, credit risk and market
                                  risks (including interest rate and currency risks). The Bank general program of risk management
                                  is mainly focused on the unforeseeable of financial markets and tries to minimize the potential
                                  adverse effects in the Bank financial performance.

                                  The Risk Management is responsible for the management of risk according to the policies
                                  approved by the Board of Directors. Such Management identifies, assesses and covers the
                                  financial risks in close coordination with its operating units. The Board of Directors sets in writing
                                  the principles for the general risk management, as well as written policies to cover specific
                                  areas, such as exchange rate risk, interest rate risk, credit risk, use of financial instruments and
                                  investment of liquidity surplus.




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                                                                       2008 Annual Report

   Liquidity risk: The liquidity risk is the risk that cash at hand may not be available to pay
   obligations at maturity at a reasonable cost. The Bank controls its liquidity though the match
   of assets and liabilities maturities.

   Market risk: The Bank is exposed to market risks in the regular course of its business. Market
   risk includes the risk of loss in case of adverse activity of variables such as interest rate and
   exchange rate.

   Currency risk: The Bank controls the currency risk though the match of assets and liabilities in
   foreign currency (see Note 3).

   Credit risk: Financial assets potentially exposed to concentrations of credit risks consist
   mainly of cash and cash equivalents, deposits in banks accruing interests, trading securities,
   investments in securities, credit portfolio and other assets. Cash and cash equivalents, as well
   as term deposits in banks are placed in prestigious financial institutions.

   Credit risk is controlled, mainly through the assessment and analysis of individual transactions
   considering to that effect aspects such as credit concentration of economic groups, individual
   limits for credit granting, evaluation of economic sectors, expected portfolio losses, preferred
   guarantees and working capital requirement, according to the market risks.

   Interest rate risk: The Bank is mainly engaged in providing medium-term financing, mostly to
   local companies, and to natural persons (agreements). Funds for commercial financing are
   mainly obtained from local market funds.

24. FINANCIAL INSTRUMENTS

   Accounting standards define a financial instrument as any financial asset and liability of a
   company, considering as such: liquid assets, interbank funds, trading and held-to-maturity
   investments, credit portfolio, accounts receivable (included in other assets) permanent
   investments and liabilities in general.




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                               In the opinion of the Bank Management, as of December 31, 2008 and 2007 the fair value of
                               their financial instruments is not significantly different from their respective book values and,
                               therefore, the disclosure of such information has no effect for the financial statements as of
                               such dates.

                               A significant proportion of assets and liabilities of the Bank corresponds to long-term financial
                               instruments. The fair values of such financial instruments, except for those with quotation
                               value, are considered to be equivalent to their respective book value at the year closing.

                               The methodology of assumptions used depends on the terms and risk characteristics of the
                               various financial instruments, as shown below:

                                 a) Liquid assets are made up by cash or cash equivalents and short-term deposits that
                                    represent no major credit risk.

                                 b) The market values of the placement portfolio are similar to their book value, because their
                                    value net of the corresponding provision for doubtful accounts corresponds mainly to the
                                    present value of such accounts receivable.

                                 c) Short-term and long-term financial debts and obligations accrue interests at variable rates
                                    and preference rates, considering that their book values are similar to their corresponding
                                    market values.

                                 d) The fair value of other accounts receivable, deposits and obligations and other liabilities is
                                    not significantly different from their book value.




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                                                                        2008 Annual Report

25.BASIC AND DILUTED EARNINGS PER SHARE

   As of December 31, the result per basic and diluted share has been assessed as follows:

                                                                 2008        2007
                                                                  S/.         S/.
           Net earnings                                           13,061      13,204
           Less: Preferred dividends                                 955         900


           Net result attributable to shareholders                12,106      12,304
           Weighted average of the number
            of outstanding subscribed shares                      62,913      50,173


           Profit per share                                          0.19        0.25



26. CONTINGENCIES

   The Bank may be jointly responsible for the tax contingencies of Administradora del Comercio
   S.A., since, as a result of the simple reorganization process of former Banco de Comercio, the
   profitable assets of former Banco de Comercio were transferred to the new financial entity
   named Banco de Comercio.

   The tax contingency from probable rating has been fully provisioned al the close of year 2008 in
   the books of Administradora del Comercio S.A. for S/. 12,152,034 being the directly responsible
   for this obligation. In the improbable case of the provision recorded by Administradora del
   Comercio S.A. not covering the total of the probable debt, the difference would be temporarily
   recognized in the financial statements of Banco de Comercio – because of our solidarity
   responsibility – until the designated debt is fully provisioned by Administradora del Comercio
   S.A.

   Accordingly, as of December 31, 2008, the Administrator has contingencies from previous
   years lacking provision for various assessment and fine resolutions and payment orders
   issued by the Superintendence of Tax Administration (SUNAT), which, according to the




                                                                                                      207
Independent Auditors’ Report




                                  independent lawyers in charge of the different proceedings amounts to S/. 11,359,907 for
                                  Income Tax of 1997 and Value Added Tax of 1998, S/. 5,568,039 for Income Tax of 1998 and
                                  Value Added Tax of 1999, S/. 24,369,568 for Income Tax of 1999 and Value Added Tax of
                                  2000 and S/.8,161,402 for Income Tax of 2000.

                                  The Administrator has instituted administrative and contentious-administrative proceedings
                                  with SUNAT, the Fiscal Board and the Judiciary for all the resolutions mentioned above, for
                                  considering them unrighteous. The Bank’s Management and its legal advisors estimate that
                                  favorable results will be obtained as a result of the referred claim remedies, for which no
                                  provision has been set up in the Bank financial statements.



                               27. TAXATION

                                   (a) The Income Tax returns for years 2004 and for years 2006 to 2008 are pending of
                                       review by the National Superintendence of Tax Administration. The income tax return
                                       corresponding to 2005 has been already reviewed and as a result the Bank has been
                                       notified with Determination Resolutions N° 012-003-0013741 and 012-0030013742
                                       for S/. 2,342 thousand and S/. 2,553 thousand, respectively for an alleged difference
                                       between the commercial and realization values in the sale of awarded premises. On
                                       January 14, 2008 a reclamation recourse was filed which is pending resolution. Should
                                       tax assessments be made by this authority, the higher taxes, surcharges, adjustments,
                                       penalties, and interests, which may occur, as applicable, would charged against the results
                                       of the years when definitive liquidations are made.




                                                                                                                                208
                                                                 2008 Annual Report

(b) The 2008 Income Tax for tax purposes amounting to S/. 5,175 thousand has been assessed
    as follows:

                                                                 (in thousands of
                                                                  Nuevos Soles)
      Earnings before employees’ profit sharing and income tax          18,202


      Additions
                                                                           605
      1. Non-deductible expenses
                                                                            69
      2. Excess of entertainment expenses
                                                                           651
      3. Charges from previous years
                                                                         7,918
      4. General provisions
                                                                           613
      6. Non-deductible financial charges
                                                                         1,261
      7. Expenses inherent to exempted income
                                                                         2,048
      8. Loss from exempted transactions
                                                                           381
      9. Other minor

                                                                       13,546

      Deductions
      1. Interest in subsidiary and association                          4,024
      2. Exempted financial income                                        3,506
      3. Recovery of provision for fixed assets                           2,845
      4. Recovery of non-taxable provision from previous years             983
      5. Decrease of provision for investment devaluation                  856
      6. Other                                                           1,377

                                                                       13,591

                                                                       18,157

        Employees’ profit sharing (5%)                                      908

        Income Tax taxable base                                        17,249

      Income tax                                                         5,175




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Independent Auditors’ Report




                                  Income Tax and employees’ profit sharing shown in the statement of earnings is made up as
                                  follows (in thousands of Nuevos Soles):


                                                                                  For       Net effect       For
                                                                                taxation    of the year   accounting

                                     Employees’ profit sharing (5%)                    908        (141)          767

                                     Income tax 30%                                 5,175        (801)        4,374




                               (c) The Income Tax rate applicable to companies is 30%. If the company distributes its
                                  earnings fully or partially, it shall apply an additional rate of 4.1% on the distributed amount,
                                  which will be borne by the shareholders, provided that they are individuals or companies
                                  domiciled abroad.


                                  The 4.1% rate tax will be borne by the company and will apply on any amount or delivery in
                                  kind resulting in third-class taxable income that may represent an indirect disposition not
                                  subject to subsequent tax control, including amounts charged to expenses and undeclared
                                  revenues.


                                  As from January 1, 2007 the contributor must settle and pay 4.1% the tax directly,
                                  together with its monthly obligations, without a previous audit by the Tax Administration
                                  being required, within the month following that of the earning indirect disposition together
                                  with its monthly obligations. As from January 1, 2008, in case it is not possible to determine
                                  the moment in which the earning indirect disposition took place, the tax must be paid with
                                  the month following that of the date in which the expense accrued and, if it is not possible
                                  to ascertain the date of expense accrual, the tax must be paid in the month of January of
                                  the year following that in which the earning indirect disposition took place.




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                                                                 2008 Annual Report

(d) For the assessment of the Income Tax, Value Added Tax and Excise Tax, if any, transfer
   prices for transactions with related companies or companies resident in countries or
   territories of low or no taxation must be accompanied with documents, information and
   a Transfer Price Survey, as appropriate, supporting the market value used and the criteria
   considered for their assessment. Furthermore, a Sworn Statement of Transfer Prices
   must be filed according to the regulations in force.


   In opinion of the Bank Management, there will be no major contingencies for the Bank
   as of December 31, 2008 from the application of these regulations. In any case, any
   assessment on such regard by the tax authorities would be recognized in the year in which
   it occurs.


(e) For tax purposes the goods subject to financial leasing, corresponding to contracts
   undersigned as from January 1, 2001, are considered as fixed assets of the lessee, and
   are accountably recorded according to International Accounting Standards, while the
   depreciation will be made according to the Income Tax Law.


   As an exception, and previous to the fulfillment of certain conditions, the goods subject
   matter of the contract can be depreciated on a linear manner during the term of the
   contract.


(f) As from year 2004, special measures to fight evasion and informality were approved,
   requiring the use of certain means for the payment of money obligations (bankarization),
   as well as the creation of the Financial Transactions Tax effective from March 26, 2004
   through December 31, 2007. This tax is levied on a wide range of local or foreign currency
   transactions basically made through the financial and banking systems. The Financial
   Transaction Tax rate for year 2007 was 0.08%, for year 2008 was .0.07% and it will be
   reduced to 0.06% for year 2009.




                                                                                                211
Independent Auditors’ Report




                                    In those cases where obligations are paid by means other than the outlay of money or
                                    without using the required payment means, the tax shall double the aliquot and shall always
                                    be levied on any amount that exceeds 15% of the Company’s obligations so settled.


                                (g) Through Law No. 28424 and as from January, 1 2005 the Temporary Tax on Net Assets
                                    - TTNA was created, constituted as an equity tax to be paid by receivers of Third-Class
                                    income subject to the General Regime of IT. The validity of this tax of temporary nature
                                    was extended up to December 31, 2007 through Law 28929.



                               The basis of the TTNA is made up of the value of the net assets included on the balance sheet as
                               of December 31 of the fiscal year prior to that in which the payment is applicable, after having
                               deducted any depreciations and amortizations accepted by the Law on the Income Tax. For year
                               2008, pursuant to such basis, the first million of Nuevos Soles (S/. 1,000,000) is unaffected
                               and, for the excess, an aliquot of 0.5% is applied.


                               As from year 2009, the aliquot will be reduced to 0.4%.


                               The TTNA may be paid in cash or in nine monthly installments from April to December of the
                               same year. The amount paid as TTNA may be used as credit to offset the on-account payments
                               of the IT of the fiscal year to which TTNA corresponds or as credit against the regularization of
                               IT of the year to which it corresponds.




                                                                                                                             212
2008 Annual Report




            213
214

				
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