Banco Itau Chile (ITCLY) F-4 Registration of securities (foreign)

As filed with the Securities and Exchange Commission on September 24, 2004.

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CORPBANCA

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant name into English)

Republic of Chile	6029	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Huérfanos 1072

Santiago

Chile

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Corp Banca, C.A., Banco Universal

New York Branch

845 Third Avenue

New York, New York 10022

(212) 826-5123

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Copies of Communications to:

Howard M. Kleinman, Esq. White & Case LLP 1155 Avenue of the Americas New York, NY 10036 (212) 819-8200 Jorge U. Juantorena, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, NY 10006 (212) 225-2000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Shares of common stock, no par value	9,217,960,000	0.00532	49,039,547.20	6,213.31

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act. Pursuant to Rule 457(c) under the Securities Act such estimate is based upon the approximate U.S. dollar equivalent of the average of the high and low sale price of shares of Corpbanca on the Santiago Stock Exchange on September 20, 2004, and on a currency conversion rate of Ch$611.06 = U.S. $1.00, the observed exchange rate published by theBanco Central de Chile (the Chilean Central Bank) as of such date.

(2) A separate Registration Statement on Form F-6 will be filed for the registration of American Depositary Shares issuable upon the deposit of the shares of common stock. Each American Depositary Share will represent 5,000 shares of common stock on deposit with the depositary.

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

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated September     , 2004

EXCHANGE OFFER PROSPECTUS

OFFER TO EXCHANGE ALL OF OUR OUTSTANDING

RULE 144A AMERICAN DEPOSITARY SHARES

FOR NEW AMERICAN DEPOSITARY SHARES

THE EXCHANGE OFFER AND THE RIGHT TO WITHDRAW RULE 144A AMERICAN

DEPOSITARY SHARES YOU HAVE TENDERED WILL EXPIRE AT 5:00 P.M., NEW YORK CITY

TIME, ON                    , 2004, UNLESS EXTENDED.

• We are offering to exchange one new American Depositary Share (also known as an ADS) for each Rule 144A ADS validly tendered. Each Rule 144A ADS represents, and each new ADS will represent, 5,000 shares of common stock of Corpbanca. The new ADSs will be issued under a deposit agreement among Corpbanca, The Bank of New York, as depositary, and the registered holders and beneficial owners from time to time of the ADSs. All outstanding Rule 144A ADSs are eligible to be exchanged. The currently outstanding Rule 144A ADSs are subject to restrictions on issuance, transfer and surrender under the Securities Act, as discussed more completely in this prospectus.

• In November 2003, we offered and sold our Rule 144A ADSs in a private placement to a limited number of institutional investors.

• The terms of the new ADSs that we are offering you in exchange for your Rule 144A ADSs are similar in all material respects to the Rule 144A ADSs, except that:

• application will be made to list the new ADSs on the New York Stock Exchange under the trading symbol “BCA”; and

• the restrictions relating to the issuance, transfer and surrender of the Rule 144A ADSs will not apply to the new ADSs.

Investments in these securities involve risks. See “Risk Factors” beginning on page 12 of Annex 1 hereto.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Our common stock is currently listed on the Santiago Stock Exchange. On                    , 2004, the closing sale price on the Santiago Stock Exchange was Ch$             per share of common stock, equivalent to U.S.$             per new ADS. Currently, no public market exists for the new ADSs.

The Dealer-Manager for the exchange offer is:

Citigroup

The date of this exchange offer prospectus is                    , 2004.

TABLE OF CONTENTS

EXCHANGE OFFER PROSPECTUS

	Page
Exchange Offer Summary	1
The Exchange Offer	4
Purpose of the Exchange Offer	4
Exchange Agent; Dealer-Manager	4
Terms of the Exchange Offer	4
Consequences of Failing to Exchange Rule 144A ADSs	5
Expiration and Extension	7
Conditions	7
How to Tender Rule 144A ADSs	7
Terms and Conditions of a Tender of Rule 144A ADSs	9
Withdrawal Rights	10

	Page
Resales	10
The Exchange Agent and the Dealer-Manager	12
Solicitation of Tenders; Source of Funds	12
Regulatory Approvals	13
U.S. Federal Income Tax Considerations	14
Where You Can Find More Information	14
Legal Opinions	15
Experts	15
Annex 1: Registration Statement on Form 20-F	A-1

Annex 1: Form 20-F Registration Statement

Annex 1 contains our Registration Statement on Form 20-F filed with the Commission on September 24, 2004 (without exhibits), which is incorporated into, and constitutes a part of, this exchange offer prospectus. Important information is included in Annex 1, including business and financial information about Corpbanca and information about our shares of common stock and new ADSs.

You should rely only on information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with any information that is different. If given or made, you must not rely on such information or representation as having been authorized by us.

We are not making an offer to exchange, or a solicitation of an offer to exchange, these securities in any circumstances in which such an offer or solicitation is unlawful. You should not assume that the information contained in this exchange offer prospectus is correct as of any time after the date of this exchange offer prospectus or that there has been no change in our affairs since that date.

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EXCHANGE OFFER SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you consider important in deciding to tender your Rule 144A ADSs. You should read carefully this entire prospectus, including Annex 1 hereto.

Purpose of the Exchange Offer

The purpose of the exchange offer is to provide you with the opportunity to exchange your Rule 144A ADSs for new ADSs that will be eligible for trading on the New York Stock Exchange and will be freely transferable by most investors.

The Exchange Offer

Exchange Ratio One new ADS for each Rule 144A ADS validly tendered.

Expiration Date 5:00 p.m., New York City time, on                     , 2004, unless we choose to extend the exchange offer. See “The Exchange Offer—Expiration and Extension.”

Eligibility to Participate in the Exchange Offer Unless the conditions to the exchange offer are not met, we will accept any and all Rule 144A ADSs that you have validly tendered in compliance with the terms of the exchange offer.

New ADSs and New Deposit Agreement Every new ADS will represent 5,000 shares of our common stock. For a description of the new deposit agreement, see “Item 12. Description of Securities Other Than Equity Securities” in Annex 1.

Fungibility In November 2003, in addition to our offering and sale of our Rule 144A ADSs, we offered and sold ADSs to non-U.S. persons outside of the United States in accordance with Regulation S under the Securities Act, which we refer to as the Regulation S ADSs. The Regulation S ADSs are not subject to this exchange offer. The facility under which the Regulation S ADSs were issued will be amended and the Regulation S ADSs will be fungible with the new ADSs.

Listing Application will be made for the listing of the new ADSs on the New York Stock Exchange under the symbol “BCA.”

Conditions of the Exchange Offer Our obligation to complete the exchange offer is subject to certain conditions; however, it is not subject to a minimum number of Rule 144A ADSs being tendered. See “The Exchange Offer—Conditions.”

Withdrawal Rights If you decide to tender your Rule 144A ADSs, you may withdraw them (1) at any time before the expiration date of the exchange offer and (2) if we have not yet accepted them for exchange, after                     , 2004. See “The Exchange Offer—Withdrawal Rights.”

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Procedures for Tendering Rule 144A ADSs To tender your Rule 144A ADSs in the exchange offer, you must instruct your broker, dealer, bank, trust company, custodian or other nominee to tender your Rule 144A ADSs to the exchange agent through the book-entry facilities of The Depository Trust Company, also known as DTC. See “The Exchange Offer—How to Tender Rule 144A ADSs.”

Acceptance of Tenders After the expiration date, we will promptly accept the Rule 144A ADSs you have validly tendered and not withdrawn if all the terms and conditions of the exchange offer have been satisfied or waived.

Although we do not currently intend to do so, if we modify the terms of the exchange offer, those modified terms will be made available to all holders of Rule 144A ADSs, whether or not you have tendered your Rule 144A ADSs prior to the modification. We will extend the exchange offer, if necessary, to allow holders of Rule 144A ADSs adequate time to consider any modification. See “The Exchange Offer—Acceptance of Tenders.”

Consequences of a Failure to Exchange Rule 144A ADSs We intend to terminate the depositary facility for the Rule 144A ADSs immediately after completion of the exchange offer. Upon completion of the exchange offer, your interest in a non-tendered Rule 144A ADS will continue to represent the right to receive 5,000 Corpbanca shares for a period of one year after termination of the Rule 144A deposit agreement. After that time, the depositary may, and currently intends to, sell the Corpbanca shares held in respect of Rule 144A ADSs that you have not surrendered for cancellation, and any Rule 144A ADSs that have not been surrendered for cancellation will represent the right to receive the sale proceeds, after deduction of fees, taxes and expenses. See “The Exchange Offer—Consequences of Failing to Exchange Rule 144A ADSs.”

Resales We are making the exchange offer in reliance on the position of the Staff of the Division of Corporation Finance of the Commission expressed in no-action letters issued to third parties. We believe that the new ADSs you receive in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, as amended, or the Securities Act, if:

• you are acquiring the new ADSs in the ordinary course of your business;

• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new ADSs; and

• you are not an affiliate of Corpbanca. An “affiliate” of Corpbanca is a person that controls or is controlled by, or is under common control with, Corpbanca.

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If you do not meet these requirements, you will need to comply with the registration and prospectus delivery requirements of the Securities Act if you want to resell the new ADSs, unless an exemption to those requirements is available.

We are under no obligation to prepare a prospectus for use in connection with any resale.

See “The Exchange Offer—Resales.”

Tax Treatment of the Exchange We believe that the exchange of Rule 144A ADSs for new ADSs will not constitute a taxable exchange for U.S. federal income tax purposes. See “U.S. Federal Tax Income Tax Considerations.”

Broker-Dealers Each broker-dealer that receives new ADSs for its own account in exchange for Rule 144A ADSs will, by delivery of Rule 144A ADSs, be deemed to acknowledge that it will deliver a prospectus in connection with any resale of those new ADSs. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit to being an underwriter within the meaning of the Securities Act.

Waiver of Fees The Bank of New York, as depositary under the Rule 144A ADS facility has agreed to waive the cancellation fee under the Rule 144A ADS facility and the issuance fee under the new ADS facility in connection with the exchange offer.

Exchange Agent The Bank of New York

Dealer-Manager Citigroup Global Markets Inc.

Questions about the Exchange Offer You may direct any questions about the exchange offer, including the procedure for tendering Rule 144A ADSs, to the exchange agent at (800) 507-9357 or to the dealer-manager at (212) 816-0345.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

Our purpose in making the exchange offer is to provide you with the opportunity to exchange your Rule 144A ADSs for new ADSs that will be eligible for trading on the New York Stock Exchange and will be freely transferable by most investors. We initially offered and sold the Rule 144A ADSs in November 2003 in a private placement to a limited number of institutional investors. The exchange offer should provide you with the ability to effect, for U.S. federal income tax purposes, a tax-free exchange of your Rule 144A ADSs for new ADSs. Your Rule 144A ADSs are currently subject to trading limitations, whereas the new ADSs will be eligible for trading on the New York Stock Exchange and will be freely transferable by most investors. We have described below under “Resales” the relevant rules on resales of the new ADSs. We anticipate that the new ADSs will be more widely held and actively traded than the Rule 144A ADSs. Your participation in the exchange offer is voluntary and you should carefully consider whether to accept this offer.

In November 2003, in addition to our offering and sale of our Rule 144A ADSs, we offered and sold ADSs to non-U.S. persons outside of the United States in accordance with Regulation S under the Securities Act, which we refer to as the Regulation S ADSs. The Regulation S ADSs are not subject to this exchange offer. The facility under which the Regulation S ADSs were issued will be amended and the Regulation S ADSs will be fungible with the new ADSs.

Exchange Agent; Dealer-Manager

The Bank of New York has agreed to act as exchange agent in connection with the exchange offer. Citigroup Global Markets Inc. has agreed to act as dealer-manager in connection with this exchange offer. You should direct questions and requests for assistance to the exchange agent at (800) 507-9357 or to the dealer-manager at (212) 816-0345.

Terms of the Exchange Offer

We are offering to exchange one new ADS representing 5,000 shares of our common stock for each outstanding Rule 144A ADS that you have validly tendered. As of September 23, 2004, there were a total of 1,843,592 144A ADSs outstanding. The exchange offer is not conditioned on any minimum number of Rule 144A ADSs being tendered for exchange.

The terms of the new ADSs that we are offering to you in exchange for your Rule 144A ADSs are similar in all material respects to your Rule 144A ADSs, except that:

• the new ADSs will be listed on the New York Stock Exchange under the trading symbol “BCA”; and

• the new ADSs will not be governed by the transfer restrictions under the Securities Act or in the Rule 144A Deposit Agreement, dated as of November 18, 2003, among Corpbanca, The Bank of New York, as depositary, and the owners and beneficial owners from time to time of the Rule 144A ADSs.

In addition to the above differences, the new ADSs contain the following terms that differ from the Rule 144A ADSs:

• the depositary will not charge dividend fees to holders of new ADSs unless the New York Stock Exchange permits those fees;

• certificated American Depositary Receipts will be available to holders of new ADSs;

• no deposit or withdrawal certificates will be required under the deposit agreement governing the new ADSs.

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Holders of Rule 144A ADSs who wish to exchange Rule 144A ADSs for new ADSs and who validly tender Rule 144A ADSs to the exchange agent by complying with the book-entry transfer procedures described below will receive delivery of new ADSs through the book-entry system of DTC to the account of the holder’s broker, dealer, bank, trust company or other nominee at DTC.

Promptly after the expiration date we will accept Rule 144A ADSs that you have validly tendered and not withdrawn if all of the terms and conditions of this exchange offer have been satisfied or waived. We, however, reserve the right to delay acceptance of tendered Rule 144A ADSs, or to terminate the exchange offer, upon the occurrence of any of the conditions set forth below under “—Conditions” if we are permitted to do so by the applicable rules of the Securities and Exchange Commission, or the Commission. We confirm that our reservation of the right to delay our acceptance of tendered Rule 144A ADSs or terminate the exchange offer is governed by Rule 14e-1(c) under the Securities Exchange Act of 1934, or the Exchange Act, which requires that we provide the consideration offered or return the tendered securities promptly after we terminate or withdraw the exchange offer.

In addition, we reserve the right to waive any condition or otherwise amend the exchange offer in our reasonable discretion. If any amendment of the exchange offer or waiver constitutes a material change in the information previously disclosed to the holders of Rule 144A ADSs, we will disseminate promptly disclosure of the change. We will do so in a manner reasonably calculated to inform holders of the change. If it is necessary for adequate dissemination of information regarding the material change, we will extend the exchange offer to permit adequate time for holders of Rule 144A ADSs to consider the additional information.

Neither we nor our board of directors, the dealer-manager or the exchange agent make any recommendation to you as to whether to tender all or any of your Rule 144A ADSs for exchange. We have not authorized anyone to make such a recommendation. You must make your own decision whether to tender your Rule 144A ADSs in the exchange offer and, if so, the number of Rule 144A ADSs to tender after reading this exchange offer prospectus (and the materials it refers to), including Annex 1 hereto, and consulting with your advisers, if any, based on your own financial position and requirements.

Consequences of Failing to Exchange Rule 144A ADSs

Reduction in Liquidity

Because the exchange offer is for any and all Rule 144A ADSs, the number of Rule 144A ADSs we acquire in the exchange offer will reduce the number of outstanding Rule 144A ADSs. As a result, the liquidity of any remaining Rule 144A ADSs may be substantially reduced. Moreover, we intend to terminate the Rule 144A deposit agreement, as described below, which will eliminate the trading market for any Rule 144A ADSs that remain outstanding after the exchange offer is completed.

Transfer Restrictions

If you do not exchange your Rule 144A ADSs for new ADSs in the exchange offer, the restrictions on transfer of the Rule 144A ADSs will continue to apply to your Rule 144A ADSs. These transfer restrictions are required because the Rule 144A ADSs were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may not offer or sell the Rule 144A ADSs, unless they have been registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the offer or sale of Rule 144A ADSs under the Securities Act.

Termination of Rule 144A Deposit Agreement

In connection with the private placement of Rule 144A ADSs, we entered into the Rule 144A deposit agreement with The Bank of New York, as Rule 144A depositary. The Rule 144A deposit agreement states that,

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at our direction, the depositary will terminate the Rule 144A deposit agreement, upon the expiration of 30 days from the mailing of notice of the termination to holders of the ADSs. To avoid having duplicative depositary facilities after the consummation of the exchange offer, we intend to direct the Rule 144A ADS depositary to terminate the Rule 144A deposit agreement, as described above. We expect that notice of the termination will be mailed to all holders, if any, of Rule 144A ADSs not tendered and accepted for exchange pursuant to this exchange offer promptly after we accept for exchange the Rule 144A ADSs, if any, tendered in connection with this exchange offer. Upon listing of the shares underlying the new ADSs on the New York Stock Exchange, the Rule 144A depositary will no longer accept shares for deposit under the Rule 144A deposit agreement.

If you hold any Rule 144A ADSs after the completion of the exchange offer, you will have the option, prior to the termination of the Rule 144A deposit agreement, and in compliance with the provisions thereof, to sell your Rule 144A ADSs or to withdraw the shares underlying your Rule 144A ADSs, assuming you pay the transaction and other costs described in the Rule 144A deposit agreement. You may:

• sell your Rule 144A ADSs to a qualified institutional buyer in a transaction that complies with Rule 144A under the Securities Act or in an offshore transaction in accordance with Regulation S under the Securities Act;

• surrender your Rule 144A ADSs for cancellation, withdraw the underlying shares (assuming you pay the transaction and other costs set forth in the Rule 144A deposit agreement) and sell those shares in a transaction on the Santiago Stock Exchange; or

• surrender the Rule 144A ADSs and withdraw the underlying shares (assuming you pay the transaction and other costs set forth in the Rule 144A deposit agreement, and comply with applicable resale restrictions under the Securities Act).

If any Rule 144A ADSs remain outstanding after the date of termination of the Rule 144A deposit agreement The Bank of New York, as Rule 144A depositary will:

• discontinue the registration of transfers of those Rule 144A ADSs;

• suspend the distribution of dividends to the holders of such Rule 144A ADSs; and

• not file any further notices or perform any further acts under the Rule 144A deposit agreement, except:

• the collection of dividends and other distributions pertaining to the Rule 144A ADSs,

• the sale of rights as provided in the Rule 144A deposit agreement, and

• the delivery of deposited shares underlying those Rule 144A ADSs, together with any dividends or other distributions it receives with respect to those Rule 144A ADSs and the net proceeds of the sale of any rights or other property, in exchange for any such Rule 144A ADSs surrendered to the Rule 144A ADS depositary.

Under the Rule 144A deposit agreement, holders of Rule 144A ADSs that remain outstanding after termination will be required to pay a fee of U.S.$5.00 or less per 100 Rule 144A ADSs upon the surrender of Rule 144A ADSs and the delivery of either the deposited shares underlying those Rule 144A ADSs or of the proceeds from the sale of those shares, together with any other applicable taxes or governmental changes as set forth in the Rule 144A deposit agreement. The Rule 144A ADS depositary has agreed, solely in connection with tenders of Rule 144A ADSs pursuant to the exchange offer, to waive the Rule 144A ADSs surrender fee otherwise payable by holders of Rule 144A ADSs under the Rule 144A deposit agreement.

Upon termination of the Rule 144A deposit agreement, for a period of one year after termination, you will be entitled to receive the shares underlying your Rule 144A ADSs. At any time after the expiration of one year from the date of the termination of the Rule 144A deposit agreement, the Rule 144A ADS depositary may sell the deposited shares. The depositary will hold the net proceeds of that sale, together with any cash it then holds

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under the Rule 144A deposit agreement without liability for interest, for thepro rata benefit of the Rule 144A ADS holders that have not surrendered their Rule 144A ADSs.

We may in the future seek to acquire untendered Rule 144A ADSs in the open market, in privately negotiated transactions, through subsequent exchange offers or otherwise. The terms of those purchases or offers may differ from the terms of this exchange offer.

Expiration and Extension

The exchange offer and the right to withdraw Rule 144A ADSs you have tendered will expire at 5:00 p.m., New York City time, on                     , 2004, unless we choose, in our sole discretion, to extend the exchange offer. If we extend the exchange offer, then the expiration date will mean the latest time and date on which the exchange offer as so extended will expire.

During any extension of the exchange offer, all Rule 144A ADSs you have previously tendered will remain governed by the exchange offer and the withdrawal rights described in this prospectus. We may extend the exchange offer by giving notice to the exchange agent at any time before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration of the exchange offer. We will make a public announcement of any extension or termination of the exchange offer in a timely manner. Unless otherwise required by law or regulation, we will not have any obligation to communicate that public announcement other than by making a release to the Dow Jones News Service and to the exchange agent.

Conditions

We will not be required to cause the depositary to issue new ADSs in exchange for tendered Rule 144A ADSs and we may terminate the exchange offer and delay the acceptance of the tendered Rule 144A ADSs if:

• any action or proceeding is instituted or threatened in, by or before any court, governmental agency or regulatory authority with respect to the exchange offer;

• there shall have been proposed, adopted or enacted any law, statute, rule, regulation, order or Commission staff interpretation; or

• any actual or threatened legal impediment exists, including a default under an agreement, indenture or other instrument or obligation to which we are a party or by which we are bound,

which, in our judgment, could reasonably be expected to materially impair (1) our ability to proceed with the exchange offer or (2) the contemplated benefits of the exchange offer.

We expressly reserve the right to terminate the exchange offer and not accept for exchange any Rule 144A ADSs if any of the conditions listed above occurs and is not waived prior to the expiration date. In addition, we may amend the exchange offer at any time before the expiration date if any of the conditions listed above has occurred. Moreover, regardless of whether any of these conditions has occurred, we reserve the right to amend the exchange offer in any manner before the expiration date, although we have no current intention to do so.

These conditions are for our sole benefit and we may waive them, in whole or in part, in our reasonable discretion. Any determination we make concerning an event, development or circumstance described or referred to above will be final and binding on all parties to the exchange offer. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of that right.

How to Tender Rule 144A ADSs

If you own Rule 144A ADSs and wish to tender them in the exchange offer, you should follow the instructions below for tendering your Rule 144A ADSs.

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The Role of the DTC Participant

We understand that the exchange agent has confirmed with DTC that any financial institution that is a participant in DTC’s system may use its Automated Tender Offer Program to tender Rule 144A ADSs. We also understand that the exchange agent will request, within two business days after the date this exchange offer commences, that DTC establish an account relating to the Rule 144A ADSs for the purpose of facilitating the exchange offer.

Any DTC participant may make book-entry delivery of Rule 144A ADSs by causing DTC to transfer the Rule 144A ADSs into the exchange agent’s account in accordance with the Automated Tender Offer Program procedures for transfer. However, the exchange of the Rule 144A ADSs will only be made after:

• timely confirmation of the book-entry transfer and

• timely receipt by the exchange agent of an agent’s message and any other documents required.

The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming a part of the book-entry confirmation, stating that DTC has received an express acknowledgment from a participant tendering Rule 144A ADSs that are the subject of the book-entry confirmation and that we may enforce the terms of the exchange offer contained in this prospectus against the participant.

By taking these actions, you and your agent will be deemed to have agreed (1) to the terms and conditions of the exchange offer as set forth in this prospectus and (2) that Corpbanca and the exchange agent may enforce that agreement against you and your agent.

You or your agent should arrange for the DTC participant holding the Rule 144A ADSs through its DTC account to tender those Rule 144A ADSs to the exchange agent prior to the expiration date. In the event one or more brokers, dealers, banks, trust companies, custodians or other nominees acts as an intermediary between your agent and that DTC participant, you or your agent should arrange to deliver the tender instructions for the Rule 144A ADSs to the appropriate DTC participant.

If you tender Rule 144A ADSs in the exchange offer, your new ADSs will be delivered to your account or the account of your agent only in book-entry form through the same DTC participant that delivered your Rule 144A ADSs.

You or your agent should contact in advance the DTC participant whom your agent will be instructing to deliver the Rule 144A ADSs to the exchange agent, to assure that all necessary arrangements are made with that participant in a timely manner to permit the delivery of the Rule 144A ADSs on or before the expiration date and in accordance with that participant’s procedures. You and your agent will be responsible for the risks in connection with the procedures of that participant, and neither we nor the exchange agent will have any liability or obligations in connection with those risks.

General Provisions

The method of delivery of Rule 144A ADSs and all other documents or instructions, including the agent’s message, is at your risk.

A tender will be deemed to have been received only when the exchange agent receives (1) a duly completed agent’s message through the facilities of DTC at the exchange agent’s DTC account and (2) confirmation of book-entry transfer of the Rule 144A ADSs into the exchange agent’s applicable DTC account.

You should be aware that:

• We reserve full discretion as to the acceptance of tenders, including:

• whether the documentation is complete;

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• the date and time of receipt of a tender;

• the propriety of execution and delivery of any document; and

• any other questions as to the validity, form, eligibility or acceptability of any tender.

• We reserve the right to reject any tender not in proper form or otherwise not valid or the acceptance for exchange of which may, in the opinion of our counsel, be unlawful or to waive any irregularities or, in the reasonable discretion of our counsel, to waive any applicable conditions.

• Our interpretation of the terms and conditions of the exchange offer will be final and binding.

• We will not be obliged to give notice of any defects or irregularities in tenders and we will not incur any liability for any failure to give that notice.

• The exchange agent and the dealer-manager may, but will not be obligated to, give notice of any irregularities or defects in tenders, and neither we, the exchange agent nor the dealer manager will incur any liability for any failure to give that notice.

• Rule 144A ADSs will not be deemed to have been duly or validly tendered unless and until all defects and irregularities have been cured or waived.

If we do not accept any tendered Rule 144A ADSs because of an invalid tender or because we do not accept any Rule 144A ADSs for exchange, the exchange agent will return tendered Rule 144A ADSs by book-entry delivery to the DTC participant that previously delivered those Rule 144A ADSs to the exchange agent, without expense, but at the risk of the tendering holder. The return of those Rule 144A ADSs by the DTC participant to your account is governed by the arrangements involving intermediaries between your agent and that participant. We disclaim any liabilities or obligations in connection with those arrangements.

Rule 144A ADSs being tendered must be delivered to the exchange agent in accordance with the procedures described in this prospectus on or before the expiration date, as there will be no guaranteed delivery procedures permitting delivery after the expiration date.

Terms and Conditions of a Tender of Rule 144A ADSs

If you wish to participate in the exchange offer, the exchange agent must receive your Rule 144A ADSs and the agent’s message in accordance with the terms described in this prospectus by the expiration date.

By instructing your agent to tender your Rule 144A ADSs in the exchange offer, you are representing, warranting and agreeing that:

• you have received a copy of this prospectus, including Annex 1 hereto, and agree to be bound by all the terms and conditions of the exchange offer set forth in this prospectus;

• you have full power and authority to tender your Rule 144A ADSs and to acquire the new ADSs issuable in exchange;

• you have assigned and transferred the Rule 144A ADSs to the exchange agent, and irrevocably constitute and appoint the exchange agent as your true and lawful agent and attorney-in-fact to cause your Rule 144A ADSs to be exchanged in the exchange offer, that power of attorney being irrevocable and coupled with an interest, subject only to the right of withdrawal described in this prospectus;

• your Rule 144A ADSs are being tendered, and will, when received by the exchange agent, be free and clear of all liens, restrictions, claims, equitable interests and encumbrances, other than the claims of a holder under the express terms of the exchange offer;

• you will, upon our request or the request of the exchange agent, execute and deliver any additional documents necessary or desirable to complete the exchange of the Rule 144A ADSs;

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• all authority you confer upon your agent will survive your death or incapacity and any of your obligations are binding on your heirs, personal representatives, successor and assigns; and

• if you are a broker-dealer that will receive new ADSs for your own account pursuant to the exchange offer, you will, by delivery of Rule 144A ADSs, be deemed to acknowledge that you will deliver a prospectus in connection with any resale of those new ADSs.

Your agent, by delivering, or causing to be delivered, those Rule 144A ADSs and the completed agent’s message to the exchange agent is representing and warranting that you, as owner of the Rule 144A ADSs, have represented, warranted and agreed to each of the above.

Tendering your Rule 144A ADSs according to the procedures described in “—How to Tender Rule 144A ADSs” will constitute your acceptance of the exchange offer, on the terms set forth herein. Our acceptance for exchange of the Rule 144A ADSs tendered in the exchange offer will constitute a binding agreement between us, on the terms and conditions of the exchange offer.

Withdrawal Rights

You may withdraw the Rule 144A ADSs you tendered to the exchange agent (1) at any time prior to the expiration date and (2) if not yet accepted for exchange, after                     , 2004.

If you tendered your Rule 144A ADSs through an agent and wish to withdraw your Rule 144A ADSs, you will need to make arrangements with your agent. Your ability to withdraw the tender of your Rule 144A ADSs will depend on the terms of the arrangements you have with your agent and, if your agent is not the DTC participant tendering those Rule 144A ADSs, the arrangements between your agent and the DTC participant tendering those Rule 144A ADSs, including any arrangements involving intermediaries between your agent and the DTC participant.

We will determine all questions as to the validity, including, without limitation, questions with regard to timeliness, of notices of withdrawal in respect of Rule 144A ADSs that have been delivered to the exchange agent. That determination will be final and binding on the parties. You and your agent bear the risks arising in connection with the procedures for withdrawal, and we disclaim any liability or obligations in connection with these risks. None of us, the exchange agent, the dealer-manager or any other person shall be obligated or under any duty to give notice of any defects or irregularities in any notice of withdrawal, nor shall any of the foregoing incur any liability for failure to give notice of any defects or irregularities. Withdrawals will not be deemed valid unless and until all defects and irregularities are cured or waived.

Resales

Reliance on Interpretive Letters of the Commission

We are making the exchange offer in reliance on the position of the Staff of the Division of Corporation Finance of the Commission expressed in no-action letters issued to third parties, including Exxon Capital Holdings Corp. (available May 13, 1988), Morgan Stanley & Co. Inc. (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). In those letters, the Staff of the Commission stated that holders of privately placed securities who exchange those securities for similar securities issued in a registered exchange offer may resell the exchange securities without complying with the registration and prospectus delivery requirements under the Securities Act, if the holder:

• is not an affiliate of the issuer,

• acquires the exchange securities in the ordinary course of business, and

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• has no arrangement or understanding with any person to participate in the distribution of the exchange securities.

Because we have not sought our own interpretive letter from the Commission, we cannot assure you that the Staff of the Commission would make a similar determination with respect to this exchange offer as in the circumstances described in those no-action letters.

Based on the interpretive letters described above, we believe that the new ADSs that you will receive in exchange for your Rule 144A ADSs may be offered for resale, resold or otherwise transferred by you, without complying with the registration and prospectus delivery provisions of the Securities Act. However, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in order to resell or transfer your new ADSs, unless an exemption to these requirements is available, if:

• you are an “affiliate” of Corpbanca, as that term is defined in Rule 405 under the Securities Act (Rule 405 defines “affiliate” to mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, Corpbanca);

• you are participating, or you have an arrangement or understanding with any person to participate, in a distribution of the new ADSs you receive in the exchange offer;

• you are (except as noted below) a broker-dealer; or

• you are not acquiring the new ADSs in the ordinary course of your business.

By tendering Rule 144A ADSs, you represent to us, among other things, that:

• you are not an affiliate of Corpbanca;

• you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new ADSs; and

• you are acquiring the new ADSs in the ordinary course of your business.

Resales by Broker-Dealers

Any broker-dealer that holds Rule 144A ADSs that it acquired for its own account as a result of market-making activities or other trading activities and that receives new ADSs in this exchange offer may be deemed to be an “underwriter” and, therefore, must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new ADSs.

Based on the interpretive letter issued by the Commission to Shearman & Sterling (available July 2, 1993), a broker-dealer may participate in the exchange offer with respect to Rule 144A ADSs that it acquired for its own account as a result of market-making activities or other trading activities if:

• in connection with any resales of new ADSs it receives in exchange for Rule 144A ADSs, the broker-dealer delivers a prospectus which contains a plan of distribution with respect to those resale transactions (this plan of distribution need not name the broker-dealer or disclose the amount of new ADSs held by the broker-dealer), and

• the broker-dealer has not entered into any arrangement or understanding with Corpbanca or an affiliate of Corpbanca to distribute the new ADSs.

Each broker-dealer that receives new ADSs for its own account in exchange for Rule 144A ADSs will, by delivery of Rule 144A ADSs, be deemed to acknowledge that it will deliver a prospectus in connection with any resale of those new ADSs. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. We are under no obligation to prepare a prospectus for use in connection with such a resale.

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We will not receive any proceeds of any sale of new ADSs by broker-dealers. ADSs received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time:

• in one or more transactions on the New York Stock Exchange,

• in negotiated transactions,

• through the writing of options on the new ADSs, or

• a combination of such methods of resale.

Such sales may occur:

• at market prices prevailing at the time of resale,

• at prices related to such prevailing market prices, or

• at negotiated prices.

Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealers and/or the purchasers of any such ADSs. Any broker-dealer that resells the new ADSs that it received for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new ADSs may be deemed to be an underwriter within the meaning of the Securities Act. Therefore, any profit on any such resale of new ADSs and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. By delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

We prepared this prospectus solely for purposes of the exchange offer and not for any other transactions.

The Exchange Agent and the Dealer-Manager

We have retained The Bank of New York as exchange agent in connection with the exchange offer.

We have retained Citigroup Global Markets Inc. as the sole dealer-manager in connection with the exchange offer. Citigroup Global Markets Inc. may solicit tenders in connection with the exchange offer. We have not retained Citigroup Global Markets Inc. to render an opinion regarding the fairness of the exchange offer to the holders of Rule 144A ADSs.

If you or your agent have questions in connection with the exchange offer, you should contact exchange agent or the dealer-manager as set forth in this prospectus.

We have agreed to indemnify the exchange agent and the dealer-manager against liabilities in relation to their respective engagements and to reimburse them for some of their respective expenses.

The exchange agent and its affiliates and may have significant positions in loans to and securities of Corpbanca and some of our subsidiaries. The dealer-manager and its affiliates provide from time to time general banking and financial services to us. We have various loans outstanding with the dealer-manager and its affiliates in an aggregate principal amount of US$23.4 million as of August 16, 2004.

Solicitation of Tenders; Source of Funds

Except as described above under “—The Exchange Agent and the Dealer-Manager,” we have not retained any agent in connection with the exchange offer and will not make any payments to brokers, dealers, salespersons or other persons for soliciting or recommending acceptances of the exchange offer. However, we will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of the Rule 144A ADSs and in handling or forwarding tenders for their customers.

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We expect to obtain the funds required to pay the fees and expenses related to the exchange offer from a combination of available cash and cash equivalents.

We will pay, or cause to be paid, all security transfer taxes, if any, with respect to the issuance of new ADSs pursuant to the exchange offer. We will not do so if the holder tendering Rule 144A ADSs differs from the person receiving new ADSs in exchange therefor or if a transfer tax is imposed for any reason other than the issuance of new ADSs pursuant to the exchange offer. In those cases, the amount of any transfer taxes must be paid by the transferor. You will be responsible for the payment of any fees or commissions charged by your broker or any other financial intermediary through which you own Rule 144A ADSs directly or indirectly for assisting in the exchange of your Rule 144A ADSs.

Regulatory Approvals

We are not aware of any license or regulatory permit that appears to be material to our business and that is likely to be adversely affected by the completion of the exchange offer or of any approval or other action by any U.S. federal or state or non-U.S. government or governmental agency that would be required prior to the completion of the exchange offer. Should any of these approvals or actions be required, it is our present intention to seek these approvals or actions, while reserving our right to decline to accept tenders if any of the events described under “—Conditions” shall have occurred or be continuing prior to the expiration date.

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a description of the principal U.S. federal income tax consequences that may be relevant with respect to the exchange of your Rule 144A ADSs for new ADSs pursuant to the exchange offer. This description does not address aspects of U.S. federal income taxation that may be applicable to holders that are subject to special tax rules, such as insurance companies, real estate investment trusts, regulated investment companies, grantor trusts, tax-exempt organizations, S corporations, or persons that hold ADSs as part of a position in a straddle or as part of a hedging, conversion or integrated transaction for U.S. federal income tax purposes.

This description is based on the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The exchange of your Rule 144A ADSs for new ADSs pursuant to the exchange offer will not constitute a taxable exchange for U.S. federal income tax purposes. You will not recognize gain or loss for U.S. federal income tax purposes upon an exchange of your Rule 144A ADSs for new ADSs. Your tax basis in the new ADSs you receive will be the same as your basis in the Rule 144A ADSs and your holding period for the new ADSs you receive will include the holding period for the Rule 144A ADSs you tender.

You should consult with your own advisers regarding the state, local and non-U.S. tax consequences of the exchange offer in light of your particular circumstances.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Commission a registration statement on Form F-4, of which this prospectus forms a part, with respect to the exchange offer. In addition, a Form F-6 registration statement for the registration of the new ADSs issuable upon deposit of the shares of our common stock will be filed with the Commission. This prospectus does not include all of the information contained in the registration statements. You should refer to the registration statements and their respective exhibits for additional information. We have summarized what we believe are the material provisions of documents discussed in this prospectus. If you have any questions concerning those provisions or documents, we encourage you to read the entire documents which are on file with the Commission as exhibits to the registration statements.

We will be subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended, applicable to a foreign private issuer and will file annual reports and other information with the Commission. We intend to file annual reports on Form 20-F and special reports on Form 6-K, including reports containing quarterly financial information, with the Commission. You may read and copy any document we file with the Commission at its public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Commission at 450 Fifth Street, NW, Washington, DC 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our filings with the Commission, including the registration statement on Form F-4 of which this exchange offer prospectus is a part, will also be available to you through the Commission’s Electronic Data Gathering and Retrieval (EDGAR) system by referring to the Commission’s website at http://www.sec.gov.

Application will be made for the listing of the new ADSs on the New York Stock Exchange and our reports and other information will be available for inspection at their offices at 20 Broad Street, New York, NY 10005.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and controlling shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

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LEGAL OPINIONS

Certain legal matters in connection with the exchange offer will be passed upon for us by White & Case LLP, New York, New York. The validity of the shares and certain matters of Chilean law will be passed upon for us by Poduje & Cía., Santiago, Chile.

EXPERTS

The consolidated financial statements included in the Form 20-F beginning on page F-1 of Annex 1 hereto have been audited by Deloitte & Touche Sociedad de Auditores y Consultores Ltda., an independent registered public accounting firm, as stated in their report appearing in Annex 1 hereto (which expresses an unqualified opinion and includes explanatory paragraphs describing (a) that accounting principles generally accepted in Chile vary in certain significant respects from accounting principles generally accepted in the United States of America and that information relating to the nature and effect of such differences is presented in Notes 26 and 27 to the consolidated financial statements, (b) that such firm’s audits also included the translation of Chilean Peso amounts into U.S. dollar amounts in accordance with Note 1s. of such consolidated financial statements and (c) that certain reclassifications have been made to the consolidated financial statements previously filed with the ChileanSuperintendencia de Bancos e Instituciones Financieras solely for the convenience of readers outside Chile). Such financial statements have been included in Annex 1 hereto in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

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ANNEX 1

FORM 20-F REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 24, 2004.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

x REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

CORPBANCA

(Exact name of Registrant as specified in its charter)

Republic of Chile

(Jurisdiction of incorporation or organization)

Huérfanos 1072

Santiago, Chile

(Address of principal executive offices)

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

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, NO PAR VALUE*	NEW YORK STOCK EXCHANGE*

* Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨     Item 18  x

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement on Form 20-F contains statements that constitute forward-looking statements. These statements appear throughout this registration statement, including, without limitation, under “Item 3. Key Information—Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects” and include statements regarding our current intent, belief or expectations with respect to (1) our asset growth and financing plans, (2) trends affecting our financial condition or results of operations, (3) the impact of competition and regulations, (4) projected capital expenditures and (5) liquidity. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those described in such forward-looking statements included in this registration statement as a result of various factors (including, without limitation, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates and operating and financial risks), many of which are beyond our control. The occurrence of any such factors not currently expected by us would significantly alter the results set forth in these statements.

Factors that could cause actual results to differ materially and adversely include, but are not limited to:

•      changes in general economic, business or political or other conditions in Chile or changes in general economic or business conditions in Latin America,   •      changes in capital markets in general that may affect policies or attitudes towards lending to Chile or Chilean companies or securities issued by Chilean companies,   •      the monetary and interest rate policies of the Central Bank,   •      inflation,   •      deflation,   •      unemployment,   •      unanticipated increases in financing and other costs or the inability to obtain additional debt or equity financing on attractive terms,   •      unanticipated turbulence in interest rates,   •      movements in foreign exchange rates,   •      movements in equity prices or other rates or prices, •      changes in Chilean and foreign laws and regulations,   •      changes in taxes,   •      competition, changes in competition and pricing environments,   •      our inability to hedge certain risks economically,   •      the adequacy of loss allowances or provisions,   •      technological changes,   •      changes in consumer spending and saving habits,   •      successful implementation of new technologies,   •      loss of market share,   •      changes in, or failure to comply with banking regulations, and   •      the factors discussed under “Item 3. Key Information—Risk Factors” in this registration statement.

You should not place undue reliance on such statements, which speak only as of the date that they were made. These cautionary statements should be considered in connection with any written or oral forward-looking statements that we may issue in the future. We do not undertake any obligation to release publicly any revisions to such forward-looking statements after the date of this registration statement to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are asociedad anónima (corporation) organized under the laws of the Republic of Chile. None of our directors or executive officers are residents of the United States and a substantial portion of our assets and these individuals are located outside the United States. As a result, it may be difficult for you to effect service of process within the United States upon such persons or to enforce against them or us in the United States courts, judgment obtained in the United States predicated upon the civil liability provisions of the federal securities laws of the United States.

No treaty exists between the United States and Chile for the reciprocal enforcement of judgments. Chilean courts, however, have enforced final judgments rendered in the United States by virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the United States judgment in order to ascertain whether certain basic principles of due process and public policy have been respected without reviewing the merits of the subject matter of the case. If a U.S. court grants a final judgment in an action based on the civil liability provisions of the federal securities laws of the United States, enforceability of this judgment in Chile will be subject to the obtaining of the relevant“exequatur” (i.e. recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in force at that time, and consequently, subject to the satisfaction of certain factors. Currently, the most important of these factors are the existence of reciprocity, the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances, the Chilean courts’ determination that the U.S. courts had jurisdiction, that process was appropriately serviced on the defendant and that the defendant was afforded a real opportunity to appear before the court and defend its case; and that enforcement would not violate Chilean public policy.

If an action is started before Chilean courts, there is doubt as to the enforceability of liabilities based on the U.S. federal securities laws and as to the enforceability in Chilean courts of judgments of United States courts obtained in actions based upon civil liability provisions of the federal securities laws of the United States.

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TABLE OF CONTENTS

		Page
PART I		5
ITEM 1.	Identity of Directors, Senior Management and Advisers	5
ITEM 2.	Offer Statistics and Expected Timetable	6
ITEM 3.	Key Information	6
ITEM 4.	Information on the Company	18
ITEM 5.	Operating and Financial Review and Prospects	75
ITEM 6.	Directors, Senior Management and Employees	104
ITEM 7.	Major Shareholders and Related Party Transactions	110
ITEM 8.	Financial Information	113
ITEM 9.	Offer and Listing Details	114
ITEM 10.	Additional Information	116
ITEM 11.	Quantitative and Qualitative Disclosures About Market Risk	133
ITEM 12.	Description of Securities Other than Equity Securities	138
PART II		145
ITEM 13.	Defaults, Dividend Arrearages and Delinquencies.	145
ITEM 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	145
ITEM 15.	Controls and Procedures	145
ITEM 16.	[Reserved]	145
ITEM 16A.	Audit Committee Financial Expert	145
ITEM 16B.	Code of Ethics	145
ITEM 16C.	Principal Accountant Fees and Services	145
ITEM 16D.	Exemptions from the Listing Standards for Audit Committees	145
ITEM 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	145
PART III		146
ITEM 17.	Financial Statements	146
ITEM 18.	Financial Statements	146
ITEM 19.	Exhibits	146

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. DIRECTORS AND SENIOR MANAGEMENT

Our senior managers, directors and senior executives as of the filing date of this registration statement are listed below.

Directors	Position	Business Address
Carlos Abumohor Touma	Chairman and Director	Huérfanos 1072 piso 6, Santiago, Chile
Alvaro Saieh Bendeck	First Vice Chairman and Director	Av. Vitacura 4380, Santiago, Chile
Jorge Andrés Saieh Guzmán	Second Vice Chairman and Director	Huérfanos 1072 piso 6, Santiago, Chile
Jorge Selume Zaror	Director	Huérfanos 1072 piso 6, Santiago, Chile
Julio Barriga Silva	Director	Huérfanos 1072 piso 6, Santiago, Chile
René Cortázar Sanz	Director	Azpo. Larrain Gendarillas 220, Santiago, Chile
Odde Rishmague Rishmague	Director	Av. Vitacura 2939 piso 26, Santiago, Chile
Hernán Somerville Senn	Director	Av. Bosque Norte 0177 of. 1401, Santiago, Chile
Fernando Aguad Dagach	Director	Av. Vitacura 2736 of. 401, Santiago, Chile
Francisco Rosende Ramírez	Director	Vicuña Mackenna 4860 piso 3, Santiago, Chile
Carlos Massad Abud	Director	P. de Valdivia 0122 depto. 33, Santiago, Chile
Juan Rafael Gutiérrez Avila	Alternate Director	Huérfanos 770 of. 2002, Santiago, Chile

Executive Officers	Position
Christian Samsing Stambuk	Chief Executive Officer
Carlos Camposano González	Division Manager – Retail Banking
Marcelo Achondo Larenas	Division Manager – Commercial Banking
Christian Schiessler García	Division Manager – International and Treasury
Enrique Martínez Figueroa	Division Manager – Products
Cristián Canales Palacios	Division Manager – Legal Services
Julio Henríquez Banto	Comptroller
Hernán Santamaría Torres	Division Manager – Logistics
Armando Ariño Joiro	Division Manager – Information Technology
Camilo Morales Riquelme	Division Manager – Planning and Development Control
María Olivia Brito Bahamonde	Division Manager – Human Resources
Rafael Valenzuela Puratich	Division Manager – Distribution Channels

The business address of each of our executive officers is Huérfanos 1072, Santiago, Chile.

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B. ADVISERS

Our legal adviser with respect to the registration of these securities and our listing in the United States on the New York Stock Exchange, or NYSE, is White & Case LLP, located at 1155 Avenue of the Americas, New York, New York 10036. Our local legal adviser is Poduje & Cía., located at Huérfanos 770, Of. 2303, Santiago, Chile. The depositary under our ADR facility is The Bank of New York, located at 101 Barclay Street, New York, New York 10286.

C. AUDITORS

The financial statements included herein, have been audited by Deloitte & Touche Sociedad de Auditores y Consultores Ltda, a member firm of Deloitte Touche Tohmatsu (which we refer to as Deloitte), an independent registered public accounting firm, as stated in their report appearing in the registration statement (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the convenience translation). Such financial statements have been included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Deloitte is located at Avenida Providencia 1760, Santiago, Chile.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We prepare our consolidated financial statements in Chilean pesos and in conformity with generally accepted accounting principles in Chile, or Chilean GAAP, and the relevant rules of the ChileanSuperintendencia de Bancos e Instituciones Financieras, or the Chilean Superintendency of Banks, which together differ in certain respects from accounting principles generally accepted in the United States, or U.S. GAAP. References to Chilean GAAP in this registration statement are to Chilean GAAP, as supplemented by the applicable rules of the Chilean Superintendency of Banks. See note 27 to our audited consolidated financial statements included herein for a description of the principal differences between Chilean GAAP and U.S. GAAP, as they relate to us and our consolidated subsidiaries, and a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for each of the two years ended December 31, 2003.

Our audited consolidated financial statements as of December 31, 2003 and 2002 and for each of the three years ended December 31, 2003 are referred to herein as our financial statements. Pursuant to Chilean GAAP, unless otherwise indicated, financial data as of December 31, 2003, 2002, 2001, 2000 and 1999 and for each of the five years in the period ended December 31, 2003 included in our financial statements and elsewhere throughout this registration statement have been expressed in constant pesos as of December 31, 2003.

In this registration statement, references to “$,” “U.S.$,” “U.S. dollars” and “dollars” are to United States dollars, references to “pesos” or “Ch$” are to Chilean pesos, and references to “UF” are toUnidades de Fomento. The UF is an inflation-indexed, peso-denominated unit that is linked to, and adjusted daily to reflect changes in, the previous month’s Chilean consumer price index. As of June 30, 2004, UF1.00 was equivalent to U.S.$26.73 and Ch$17,014.95. See “Item 5. Operating and Financial Review and Prospects.”

Unless otherwise specified, all references in this registration statement (except in our financial statements) to loans are to loans, contingent loans and financial leases before deduction for allowances for loan losses, and, except as otherwise specified, all market share data presented herein are based on information published periodically by the Chilean Superintendency of Banks on an unconsolidated basis. Non-performing loans that are

6

not yet 90 days or more overdue have been included in each of the various categories of loans, and therefore affect the various averages. Non-performing loans consist of commercial loans included in Category C for more than one year, all commercial loans included in Category D and loans (or portions thereof) that are overdue. We cease to accrue interest on loans as soon as they become overdue. For a description of the loan categories applicable to our business, see “Item 4. Information on the Company—Selected Statistical Information—Classification of Loans (Prior to 2004)” and “Item 4. Information on the Company—Selected Statistical Information—Analysis of Our Loan Classification.” Past due loans include, with respect to any loan, the portion of principal or interest that is 90 or more days overdue, and do not include the portion of such loan that is not overdue or that is less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. This practice differs from that normally followed in the United States where the amount classified as past due would include the total principal and interest on all loans which have any portion overdue. See “Item 4. Information on the Company—Selected Statistical Information—Classification of Loan Portfolio Based on Borrower’s Payment Performance.” For a description of our major types of loans, as well as tables showing their maturities, see “Item 4. Information on the Company—Selected Statistical Information—Loan Portfolio” and “Item 4. Information on the Company—Selected Statistical Information—Maturity and Interest Rate Sensitivity.”

Unless otherwise specified, all references to “shareholders’ equity” as of December 31 of any year are to shareholders’ equity as stated in our financial statements, excluding dividends paid, if any, in respect of the year then ended, such dividends having been paid in the following year.

Certain figures included in this registration statement and in our financial statements have been rounded for ease of presentation. Percentage figures included in this registration statement have not in all cases been calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this registration statement may vary from those obtained by performing the same calculations using the figures in our financial statements. Certain other amounts that appear in this registration statement may not sum due to rounding.

This registration statement contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts, were converted from U.S. dollars at the rate indicated in preparing our financial statements or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts as of December 31, 1999, 2000, 2001, 2002 and 2003 and for each of the five years in the period ended December 31, 2003 have been translated from pesos based on thedólar observado, or observed exchange rate, of Ch$599.42 per U.S.$1.00 as reported by theBanco Central de Chile (the Central Bank of Chile, or the Central Bank) as of December 31, 2003. The observed exchange rate reported by the Central Bank is based on the average rate for the prior business day in Chile and is the exchange rate specified by the Chilean Superintendency of Banks for use by Chilean banks in the preparation of their financial statements. The Federal Reserve Bank of New York does not report a noon buying rate for pesos. See “—Exchange Rate Information” below.

In this registration statement, all macro-economic data related to the Chilean economy is based on information published by the Central Bank, and all market share and other data related to the Chilean financial system is based on information published by the Chilean Superintendency of Banks as well as other publicly available information. Information regarding the consolidated risk index of the Chilean financial system as a whole is not available. The Chilean Superintendency of Banks publishes the unconsolidated risk index for the financial system three times yearly in February, June and October.

EXCHANGE RATE INFORMATION

Chile has two currency markets, the Formal Exchange Market and theMercado Cambiario Informal, or the Informal Exchange Market. The Central Bank is empowered to determine that certain purchases and sales of

7

foreign currencies must be carried out in the Formal Exchange Market. Pursuant to Central Bank regulations which are currently in effect, all payments, remittances or transfers of foreign currency abroad which are required to be effected through the Formal Exchange Market may be effected with foreign currency procured outside the Formal Exchange Market. The Formal Exchange Market is comprised of the banks and other entities so authorized by the Central Bank. Current regulations require that the Central Bank be informed of certain transactions and that they be effected through the Formal Exchange Market.

The reference exchange rate for the Formal Exchange Market is reset daily by the Central Bank, taking internal and external inflation into account, and is adjusted daily to reflect variations in parities between the peso and each of the U.S. dollar, the Euro and the Japanese yen. The observed exchange rate for a given date is the average exchange rate of the transactions conducted in the Formal Exchange Market on the immediately preceding banking day, as certified by the Central Bank.

Prior to September 2, 1999, authorized transactions by banks were generally transacted within a certain band above or below the reference exchange rate. In order to maintain the average exchange rate within such limits, the Central Bank intervened by selling and buying foreign currencies on the Formal Exchange Market. On September 2, 1999, the Central Bank eliminated the exchange rate band as an instrument of exchange rate policy, introducing more flexibility to the exchange market. The Central Bank announced that it will intervene in the exchange market only in special and qualified cases.

Purchases and sales of foreign currencies which may be effected outside the Formal Exchange Market can be carried out in the Informal Exchange Market. The Informal Exchange Market reflects transactions carried out at informal exchange rates by entities not expressly authorized to operate in the Formal Exchange Market, such as certain foreign exchange houses and travel agencies. There are no limits imposed on the extent to which the rate of exchange in the Informal Exchange Market can fluctuate above or below the observed exchange rate. On December 31, 2003, the average exchange rate in the Informal Exchange Market was approximately the same as the published observed exchange rate for such date of Ch$599.42 per U.S.$1.00.

The following table sets forth the annual low, high, average and period-end observed exchange rate for U.S. dollars for the periods set forth below, as reported by the Central Bank.

	Daily Observed Exchange Rate Ch$ per U.S.$(1)
Year	Low(2)		High(2)		Average(3)		Period End
1999	C	h$468.69	C	h$550.93	C	h$508.78	C	h$527.70
2000		501.04		580.37		539.49		572.68
2001		557.13		716.62		634.94		656.20
2002		641.75		756.56		688.94		712.38
2003		593.10		758.21		691.40		599.42
2004		559.21		624.84		592.51		624.84
January 2004		559.21		596.78		573.64		596.78
February 2004		571.35		598.60		584.31		594.32
March 2004		588.04		623.21		603.91		623.21
April 2004		596.61		624.84		608.19		624.84
May 2004		622.25		644.42		635.76		632.32
June 2004		634.25		649.45		643.50		636.59
July 2004		622.32		644.37		632.39		638.37
August 2004		626.13		643.81		635.93		628.95
September 2004(4)		609.84		626.76		619.23		609.84

(1) Nominal figures.

(2) Exchange rates are the actual low and high, on a day-by-day basis for each period.

(3) The average of monthly average rates during the year.

(4) Through September 21, 2004.

The observed exchange rate for September 21, 2004 was Ch$609.84 = U.S.$1.00.

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A. SELECTED FINANCIAL DATA

The following tables present our selected consolidated financial and operating information as of the dates and for the periods indicated. You should read the following information together with the financial statements, including the notes thereto, included in this registration statement and the information set forth in “Item 5. Operating and Financial Review and Prospects.”

The selected consolidated income statement and balance sheet data as of and for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 appearing herein have been derived from our consolidated financial statements which have been audited by Deloitte. Our audited consolidated income statements for the years ended December 31, 2003, 2002 and 2001, and our audited consolidated balance sheets as of December 31, 2003 and 2002, which we refer to as our financial statements, and the reports of Deloitte thereon, appear elsewhere in this registration statement. The selected consolidated income statement data for the years ended December 31, 2000 and 1999, and the selected consolidated balance sheet data as of December 31, 2001, 2000 and 1999 have been derived from financial statements which have been audited by Deloitte and which do not appear elsewhere in this registration statement.

Our financial statements have been prepared in accordance with Chilean GAAP (including the rules of the Chilean Superintendency of Banks), which differs in certain significant respects from U.S. GAAP. See note 27 to our financial statements for a description of the principal differences between Chilean GAAP and U.S. GAAP as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity.

Unless otherwise indicated, U.S. dollar amounts as of December 31, 2003, 2002, 2001, 2000, and 1999 and for each of the five years ended December 31, 2003 have been translated from pesos based on thedólar observado, or observed exchange rate, of Ch$599.42 per U.S.$1.00 as reported by the Central Bank on December 31, 2003. The rate reported by the Central Bank is based on the average rate for the prior business day in Chile and is the exchange rate specified by the Chilean Superintendency of Banks for use by Chilean banks in the preparation of their financial statements. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.

U.S. GAAP data for 1999, 2000 and 2001 does not appear in the following table or elsewhere in this registration statement because we have not previously prepared such data for periods prior to 2002.

	As of and for the Year Ended December 31,
	1999			2000			2001			2002			2003			2003
	(in millions of constant Ch$ as of December 31, 2003)(1)															(in thousands of U.S.$)(1)(2)
CONSOLIDATED INCOME STATEMENT DATA
Chilean GAAP
Net interest revenue	Ch$	80,811		Ch$	88,590		Ch$	94,690		Ch$	99,839		Ch$	95,601		U.S.$	159,489
Provisions for loan losses		(30,202	)		(27,906	)		(29,148	)		(30,576	)		(31,816	)		(53,078	)
Fees and income from services (net)		16,359			16,562			17,117			19,880			21,986			36,679
Other operating income (net)		5,719			2,794			6,919			10,535			18,682			31,168
Other income and expenses (net)		1,694			1,138			902			(11,028	)		4,641			7,742
Operating expenses		(84,113	)		(68,253	)		(59,845	)		(53,324	)		(54,657	)		(91,183	)
Net gain (loss) from price-level restatement		14			(678	)		(1,723	)		(2,041	)		(2,238	)		(3,734	)
(Loss) Income before income taxes		(9,718	)		12,247			28,912			33,285			52,199			87,083
Income tax expense (benefit)		3,029			1,482			485			1,506			(2,075	)		(3,462	)
Voluntary reserves		1,643			1,981			156			1,118			—			—
Net (loss) income	Ch$	(5,046	)	Ch$	15,710		Ch$	29,553		Ch$	35,909		Ch$	50,124		U.S.$	83,621
Net (loss) income per share of common stock		(0.03	)		0.09			0.17			0.16			0.22			0.00037
Dividends per share of common stock(3)		—			—			—			0.08			0.08			0.00013
Dividends per ADS(4)		—			—			—			400.00			400.00			0.67
Shares of common stock outstanding (in thousands)		150,538,728.1			170,382,765.6			170,449,290.6			226,909,290.6			226,909,290.6			—

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	As of and for the Year Ended December 31,
	1999		2000		2001		2002		2003		2003
	(in millions of constant Ch$ as of December 31, 2003)(1)										(in thousands of U.S.$)(1)(2)
U.S. GAAP
Net interest income(5)	—		—		—		97,798		93,363		155,756
Provisions for loan losses	—		—		—		(22,048	)	(25,541	)	(42,610	)
Amortization of goodwill	—		—		—		—		—		—
Long-term borrowings	—		—		—		337,529		427,546		713,266
Net income	—		—		—		49,076		55,035		91,814
Net income per share of common stock(6)	—		—		—		0.27		0.24		0.0004
Net income per ADS(6)	—		—		—		1,350.0		1,200.0		2.0
Weighted average ADS outstanding (in millions)	—		—		—		36		45		—
CONSOLIDATED BALANCE SHEET DATA
Chilean GAAP
Cash and due from banks	91,191		101,650		109,417		142,097		115,276		192,313
Investments	188,962		292,264		288,042		277,108		460,304		767,916
Total loans	1,200,942		1,289,472		1,501,986		1,727,071		2,092,611		3,491,059
Allowances for loan losses	(28,687	)	(28,139	)	(33,080	)	(38,301	)	(44,203	)	(73,743	)
Other assets(7)	131,404		137,012		145,734		141,001		162,672		271,382
Total assets	1,583,812		1,792,259		2,012,099		2,248,976		2,786,660		4,648,927
Deposits	944,462		1,119,208		1,223,186		1,338,031		1,618,179		2,699,574
Other interest-bearing liabilities	413,035		408,857		467,852		434,291		625,665		1,043,784
Shareholders’ equity	114,953		146,885		176,456		306,859		339,020		565,581
U.S. GAAP
Total loans	—		—		—		1,583,820		1,895,017		3,161,418
Allowances for loan losses	—		—		—		(38,301	)	(44,203	)	(73,743	)
Total assets	—		—		—		2,098,227		2,580,161		4,304,429
Shareholders’ equity	—		—		—		281,862		307,452		512,916
Goodwill	—		—		—		—		—		—
SELECTED CONSOLIDATED RATIOS
Profitability and Performance
Net interest margin(8)	—		6.3	%	5.9	%	5.3	%	4.1	%	—
Return on average total assets(9)	—		0.7	%	1.2	%	1.3	%	1.6	%	—
Return on average shareholders’ equity(10)	—		12.3	%	17.6	%	18.2	%	15.3	%	—
Efficiency ratio (consolidated)(11)	81.8	%	63.2	%	50.4	%	40.9	%	40.1	%	—
Dividend payout ratio(12)	—		—		—		50.0	%	50.0	%	—
Capital
Average shareholders’ equity as a percentage of average total assets	—		6.0	%	6.8	%	7.2	%	10.5	%	—
Total liabilities as a multiple of shareholders’ equity	12.8		11.2		10.4		6.3		7.2		—
Asset Quality
Allowances for loan losses as a percentage of overdue loans(13)	109.2	%	83.9	%	103.3	%	96.9	%	105.8	%	—
Overdue loans as a percentage of total loans(13)	2.2	%	2.6	%	2.1	%	2.3	%	2.0	%	—
Allowances for loan losses as a percentage of total loans	2.4	%	2.2	%	2.2	%	2.2	%	2.1	%	—
Past due loans as a percentage of total loans(14)	1.6	%	1.7	%	1.5	%	1.7	%	1.2	%	—
U.S. GAAP
Profitability and Performance
Net interest margin(15)	—		—		—		5.2	%	4.0	%	—
Return on average total assets(16)	—		—		—		—		2.4	%	—
Return on average shareholders’ equity(17)	—		—		—		—		18.7	%	—
Asset Quality
Past due loans as a percentage of total loans(14)	—		—		—		2.8	%	2.4	%	—
OTHER DATA
Inflation rate	2.3	%	4.5	%	2.6	%	2.8	%	1.1	%	—
Revaluation (Devaluation) rate (Ch$/U.S.$)	11.4	%	8.5	%	14.6	%	8.6	%	(15.9	)%	—
Number of employees	2,362		1,926		1,810		1,759		1,860		—
Number of branches and offices	80		66		67		67		66		—

(1) Except per share data, percentages and ratios, share amounts, employee numbers and numbers of branch offices.

(2) Amounts stated in U.S. dollars as of and for the year ended December 31, 2003 have been translated from pesos at the observed exchange rate of Ch$599.42 = U.S.$1.00 as of December 31, 2003.

(3) Represents dividends paid in respect of net income earned in the prior fiscal year.

(4) Each ADS represents 5,000 shares of common stock.

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(5) Net interest income and total assets on a U.S. GAAP basis have been determined by applying the relevant U.S. GAAP adjustments to net interest income presented in accordance with Article 9 of Regulation S-X. See note 26 to our financial statements.

(6) Net income per share of common stock in accordance with U.S. GAAP has been calculated on the basis of the weighted average number of shares outstanding for the period.

(7) This line item is comprised primarily of bank premises and equipment, assets received in lieu of payment (repossessed assets), assets to be leased, amounts received under spot foreign exchange transactions, transactions in process, prepaid and deferred expenses, deferred income taxes and goodwill.

(8) Net interest margin is defined as net interest revenue divided by average interest-earning assets.

(9) Return on average total assets is defined as net income divided by average total assets.

(10) Return on average shareholders’ equity is defined as net income divided by average shareholders’ equity.

(11) Operating expenses as a percentage of operating revenue. Operating revenue is the aggregate of net interest revenue, fees and income from service (net) and other operating income (net).

(12) Represents the ratio of dividends declared per share divided by net income per share. See “Item 10. Additional Information—F. Dividends and Paying Agents.”

(13) Overdue loans consist of all non-current loans.

(14) Past due loans include, with respect to any loan, the amount of principal or interest that is 90 days or more overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. Under U.S. GAAP, non-performing loans would include the total outstanding amount of the loan if any principal or interest payment was 90 days or more past due.

(15) Net interest margin on a U.S. GAAP basis has been determined by applying the relevant U.S. GAAP adjustments to net interest income presented in accordance with Article 9 of Regulation S-X. See note 26 to our financial statements.

(16) Net income divided by average total assets. Average total assets were calculated as an average of the beginning and ending balance for each year, and total assets of a U.S. GAAP basis have been determined by applying the relevant U.S. GAAP adjustments to shareholders’ equity. See note 26 to our financial statements.

(17) Average shareholders’ equity was calculated as an average of the beginning and ending balance for each year. Shareholders’ equity on a U.S. GAAP basis has been determined by applying the relevant U.S. GAAP adjustments to shareholders’ equity. See note 14 to our financial statements.

B. CAPITALIZATION AND INDEBTEDNESS

The following table sets forth our unaudited consolidated capitalization under Chilean GAAP as of July 31, 2004. This information should be read in conjunction with our financial information appearing elsewhere in this registration statement.

	As of July 31, 2004
	(in millions of constant Ch$)		(in thousands of U.S.$)(1)
Indebtedness
Non-interest bearing deposits	Ch$	185,438	U.S.$	290,487
Interest bearing deposits		1,593,992		2,496,972
Other interest-bearing liabilities		645,262		1,010,796
Shareholders’ equity and other funds
Paid-in share capital		318,281		498,584
Other reserves		34		53
Income for the period(2)		30,424		47,659
Total capitalization	Ch$	2,773,431	U.S.$	4,344,551

(1) Amounts stated in U.S. dollars as of July 31, 2004 have been translated from pesos at the observed exchange rate of Ch$638.37 = U.S.$1.00.

(2) January 1, 2004 through July 31, 2004.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

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D. RISK FACTORS

RISKS ASSOCIATED WITH OUR BUSINESS

The growth of our loan portfolio may expose us to increased loan losses.

From December 31, 1995 to December 31, 2003, our aggregate loan portfolio grew by 394.1% in nominal terms to Ch$2,092,611 million. Our business strategy provides for the increase in our market share through an increase in our loan portfolio. The growth of our loan portfolio (particularly in the lower-middle to middle income consumer and small and medium-sized corporate business segments) may expose us, in an economic downturn, to a higher level of loan losses and require us to establish proportionately higher levels of provisions for loan losses, which will partially offset the increased income that we can expect to receive as the loan portfolio grows.

Our loan portfolio may not continue to grow at the same rate.

There can be no assurance that in the future our loan portfolio will continue to grow at the same or similar rates as the growth rate that we historically experienced. Due to the economic slowdown in Chile in recent years and the recession of 1999, loan demand has not been as strong as it was in the mid-1990s. Average loan growth has, however, remained significant in the last five years. According to the Chilean Superintendency of Banks, from December 31, 1999 to December 31, 2003, the aggregate amount of loans in the Chilean banking system (on an unconsolidated basis) grew 30.3% in nominal terms to Ch$33,480.5 million as of December 31, 2003. A reversal of the rate of growth of the Chilean economy could adversely affect the rate of growth of our loan portfolio and our risk index and, accordingly, increase our required allowance for loan losses.

Increased competition and industry consolidation may adversely affect the results of our operations.

The Chilean market for financial services is highly competitive. We compete with other Chilean private sector domestic and foreign banks, with BancoEstado (a public-sector bank) and with large department stores that make consumer loans to a large portion of the Chilean population. Since 2001, three new private sector banks affiliated with Chile’s largest department stores initiated their operations mainly as consumer and medium-sized corporate niche banks. The lower-middle to middle income segments of the Chilean population and the small and medium-sized corporate segments have become the target markets of several banks, and competition in these segments is likely to increase. As a result, net interest margins in these segments are likely to decline. Although we believe that demand for financial products and services from the lower-middle to middle income market segments and for small and medium-sized companies will continue to grow during the remainder of the decade, we cannot assure you that net interest margins will be maintained at their current levels. We believe that our principal competitors are Banco de Crédito e Inversiones (or BCI), BBVA and Scotiabank Sudamericano, but we also face competition from larger banks such as Banco de Chile and Banco Santander Santiago, among others.

We also face competition from non-bank and non-finance competitors with respect to some of our credit products, such as credit cards and consumer loans. Non-bank competition from large department stores has become increasingly significant in the consumer lending sector. In addition, we face competition from non-bank finance competitors, such as leasing, factoring and automobile finance companies, with respect to credit products, and mutual funds, pension funds and insurance companies, with respect to savings products and mortgage loans. Currently, banks continue to be the main suppliers of leasing, factoring and mutual funds, and the insurance sales business has seen rapid growth. Nevertheless, non-banking competition, especially department stores, may be able to engage in some types of advertising and promotion in which, by virtue of Chilean banking rules and regulations, we are prohibited from engaging.

The increase in competition within the Chilean banking industry in recent years has led to, among other things, consolidation in the industry. For example, in 2002 Banco Santiago and Banco Santander-Chile, the then second and third largest private banks in Chile, respectively, merged to become Chile’s largest bank. In 2002,

12

Banco de Chile and Banco de A. Edwards, then the third and fifth largest private banks in Chile respectively, merged to become the second largest Chilean bank. We expect the trends of increased competition and consolidation to continue and result in the formation of new large financial groups. Consolidation, which can result in the creation of larger and stronger competitors, may adversely affect our financial condition and results of operations by decreasing the net interest margins we are able to generate and increasing our costs of operation.

Our exposure to individuals and small and medium-sized businesses could lead to higher levels of past due loans and subsequent loan losses.

A substantial number of our customers consists of individuals and small and medium-sized companies (those with annual sales between Ch$600 million and Ch$5,999 million). As part of our business strategy, we seek to increase lending and other services to small and medium-sized companies and individuals. Our business results relating to our individual and small and medium-sized company customers are, however, more likely to be adversely affected by downturns in the Chilean economy, including increases in unemployment, than our business from large corporations and high-income individuals. For example, unemployment directly affects the capacity of individuals to obtain and repay consumer loans. Consequently, in the future we may experience higher levels of past due loans, which could result in higher provisions for loan losses. In 1997, the Chilean Superintendency of Banks increased the level of provisions required for consumer loans (including loans to high income individuals) due to concerns regarding the levels of consumer indebtedness and vulnerability of the banking sector in an economic downturn. There can be no assurance that the levels of past due loans and subsequent loan losses will not be materially higher in the future.

Our results of operations are affected by interest rate volatility.

Our results of operations depend to a great extent on our net interest revenue. In 2002 and 2003, net interest revenue represented 76.6% and 70.2% of our operating revenues, respectively. Changes in market interest rates could affect the interest rates earned on our interest-earning assets differently from the interest rates paid on our interest-bearing liabilities leading to a reduction in our net interest revenue. Interest rates are highly sensitive to many factors beyond our control, including the reserve policies of the Central Bank, deregulation of the financial sector in Chile, domestic and international economic and political conditions and other factors. Any volatility in interest rates could adversely affect our business, our future financial performance and the price of our securities. Over the period from December 31, 1998 to December 31, 2003, yields on the Chilean government’s 90-day note as reported on those dates moved from 13.49% to 2.58%, decreasing every year, with a high of 8.69% and low of 6.14% in 2001, a high of 6.00% and a low of 2.87% in 2002, a high of 2.97% and a low of 2.48% in 2003 and a high of 1.80% and a low of 1.31% in the first six months of 2004.

RISKS RELATING TO CHILE

Our growth and profitability depend on the level of economic activity in Chile and other emerging markets.

A substantial amount of our loans are to borrowers doing business in Chile. Accordingly, the recoverability of these loans in particular, our ability to increase the amount of loans outstanding and our results of operations and financial condition in general, are dependent to a significant extent on the level of economic activity in Chile. The Chilean economy has been influenced, to varying degrees, by economic conditions in other emerging market countries. We cannot assure you that the Chilean economy will continue to grow in the future or that future developments in or affecting the Chilean economy, including further consequences of continuing economic difficulties in Brazil, Argentina and other emerging markets, will not materially and adversely affect our business, financial condition or results of operations.

According to data published by the Central Bank, the Chilean economy contracted at a rate of 0.8% in 1999 and grew at a rate of 4.5% in 2000, 3.4% in 2001, 2.2% in 2002 and 3.3% in 2003. Historically, lower economic

13

growth has adversely affected the overall asset quality of the Chilean banking system and that of our portfolios. According to information published by the Chilean Superintendency of Banks, the unconsolidated risk index of the components of the Chilean financial system as a whole deteriorated from 1.98% as of October 31, 1999, to 2.08% as of October 31, 2000, improved to 1.90% as of October 2001, deteriorated to 1.95% as of October 31, 2002, improved to 1.82% as of October 31, 2003 and deteriorated to 2.31% as of February 29, 2004 (the latest figures available for the Chilean financial system). Our consolidated risk index as of December 31, 2003 was 1.51%. Our results of operations and financial condition could also be affected by changes in economic or other policies of the Chilean government, which has exercised and continues to exercise a substantial influence over many aspects of the private sector, or other political or economic developments in Chile.

Although economic conditions are different in each country, investors’ reactions to developments in one country may affect the securities of issuers in other countries, including Chile. For instance, the devaluation of the Mexican peso in December 1994 set off an economic crisis in Mexico that negatively affected the market value of securities in many countries throughout Latin America. The crisis in the Asian markets, beginning in July 1997, resulted in sharp devaluations of other Asian currencies and negatively affected markets throughout Asia, as well as many markets in Latin America, including Chile. Similar adverse consequences resulted from the 1998 crisis in Russia and the devaluation of the Brazilian real in 1999. In part due to the Asian and Russian crises, the Chilean stock market declined significantly in 1998 to levels equivalent to 1994.

The economic problems being encountered by Argentina and Brazil may have an adverse effect on the Chilean economy and on our results of operations and the share price of our ADSs and shares.

Argentina’s insolvency and default on its public debt, which deepened the financial, economic and political crises in that country, could adversely affect Chile, the market value of our securities, or our business. If Argentina’s economic environment continues to deteriorate or does not improve, the economy in Chile, as both a neighboring country and a trading partner, could also be affected and could experience slower growth than in recent years.

Our business could be affected by political uncertainty and economic weakness in Brazil. This could result in the need for us to increase our loan allowances and provisions thus affecting our financial condition, our results of operations and the price of our shares and ADSs, or our business.

Securities prices of Chilean companies including banks are, to varying degrees, influenced by economic and market considerations in other emerging market countries and by the U.S. economy. We cannot assure you that the weak Argentine economy and related economic uncertainty and the political and economic uncertainty in Brazil will not have an adverse effect on Chile, the price of our securities, or our business.

Currency fluctuations could adversely affect our financial condition and results of operations and the value of our shares and ADSs.

The Chilean government’s economic policies and any future changes in the value of the peso against the U.S. dollar could affect the dollar value of our securities. The peso has been subject to large devaluations in the past and could be subject to significant fluctuations in the future. In the period from December 31, 1997 to December 31, 2003, the value of the peso relative to the U.S. dollar decreased 36.3%, as compared to an 8.8% decrease in value in the period from December 31, 1994 to December 31, 1997. The observed exchange rate for June 30, 2004 was Ch$636.59 = U.S.$1.00, reflecting a depreciation of the peso against the U.S. dollar of 6.2% since December 31, 2003. Our results of operations may be affected by fluctuations in the exchange rates between the peso and the dollar despite our policy and Chilean regulations relating to the general avoidance of material exchange rate mismatches. In order to avoid material exchange rate mismatches, we enter into forward exchange transactions. As of December 31, 2003, our foreign currency denominated assets and peso-denominated assets that contain repayment terms linked to changes in foreign currency exchange rates exceeded our foreign currency denominated liabilities and peso-denominated liabilities that contain repayment terms linked to changes in foreign currency exchange rates by Ch$143.0 million (approximately U.S.$0.24 million).

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We may decide to change our policy regarding exchange rate mismatches. Regulations that limit such mismatches may also be amended or eliminated. Greater exchange rate mismatches will increase our exposure to the devaluation of the peso, and any such devaluation may impair our capacity to service our foreign-currency obligations and may, therefore, materially and adversely affect our financial condition and results of operation. Notwithstanding the existence of general policies and regulations that limit material exchange rate mismatches, the economic policies of the Chilean government and any future fluctuations of the peso against the dollar could affect our financial condition and results of operations.

Trading transactions in Chile of the shares of common stock underlying our ADSs are denominated in pesos. Cash distributions with respect to our shares of common stock are received in Chilean pesos by the depositary, which then converts such amounts to U.S. dollars at the then-prevailing exchange rate for the purpose of making payments in respect of our ADSs. If the value of the Chilean peso falls relative to the U.S. dollar, the dollar value of our ADSs and any distributions to be received from the depositary will be reduced. In addition, the depositary will incur customary currency conversion costs (to be borne by the holders of our ADSs) in connection with the conversion and subsequent distribution of dividends or other payments.

High levels of inflation could adversely affect our financial condition and results of operations.

Although Chilean inflation has moderated in recent years, Chile has experienced high levels of inflation in the past. High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on our results of operations and, indirectly, the value of our securities. The following table shows the annual rate of inflation (as measured by changes in the Chilean consumer price index, or CPI, and as reported by the ChileanInstituto Nacional de Estadísticas, or the Chilean National Institute of Statistics, during the last six years ended December 31 and through August 31, 2004).

Year	Inflation (CPI)
	(in percentages)
1998	4.7	%
1999	2.3
2000	4.5
2001	2.6
2002	2.8
2003	1.1
2004 (through August 31)	2.2

There can be no assurance that our operating results will not be adversely affected by changing levels of inflation, or that Chilean inflation will not change significantly from the current level.

Banking regulations may adversely affect our financial condition and results of operations.

We are subject to regulation by the Chilean Superintendency of Banks. In addition, we are subject to regulation by the Central Bank with regard to certain matters, including interest rates and foreign exchange. During the Chilean financial crisis of 1982 and 1983, the Central Bank and the Chilean Superintendency of Banks strictly controlled the funding, lending and general business matters of the banking industry in Chile.

Pursuant to the ChileanLey General de Bancos, Decreto con Fuerza de Ley No. 3 de 1997, or the General Banking Law, all Chilean banks, subject to the approval of the Chilean Superintendency of Banks, may engage in certain businesses other than commercial banking depending on the risk associated with such business and the financial strength of the bank. Such additional businesses include securities brokerage, mutual fund management, securitization, insurance brokerage, leasing, factoring, financial advisory, custody and transportation of securities, loan collection and financial services. The General Banking Law also applies to the Chilean banking system a modified version of the capital adequacy guidelines issued by the Basle Committee on Banking Regulation and Supervisory Practices and limits the discretion of the Chilean Superintendency of Banks to deny

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new banking licenses. There can be no assurance that regulators will not in the future impose more restrictive limitations on the activities of banks, including us, than those currently in effect. In addition, effective January 2004, we are subject to new regulations of the Chilean Superintendency of Banks concerning the classification of our loan portfolio. Any change in applicable banking regulations could have a material adverse effect on our financial condition or results of operations.

Historically, Chilean banks have not paid interest on amounts deposited in checking accounts. However, effective June 1, 2002, the Central Bank allows banks to pay interest on checking accounts. Currently, there are no applicable restrictions on the interest that may be paid on checking accounts. If competition or other factors lead us to pay interest on checking accounts, to relax the conditions under which we pay interest or to increase the number of checking accounts on which we pay interest, any such change could have a material adverse effect on our financial condition or results of operations.

Chile has different corporate disclosure and accounting standards than those you may be familiar with in the United States.

The accounting, financial reporting and securities disclosure requirements in Chile differ from those in the United States. Accordingly, the information about us available to you will not be the same as the information available to shareholders of a U.S. company.

Chilean financial statements and reported earnings generally differ from those reported based on U.S. accounting and reporting standards. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Chilean and U.S. GAAP Reconciliation” and note 27 to our financial statements for a description of the principal differences between Chilean GAAP and U.S. GAAP as such differences relate to us, and a reconciliation to U.S. GAAP of shareholders’ equity and net income as of and for each of the years ended December 31, 2003 and 2002.

As a regulated financial institution, we are required to submit to the Chilean Superintendency of Banks unaudited unconsolidated balance sheets and income statements, excluding any related footnote disclosure, prepared in accordance with Chilean GAAP and the rules of the Chilean Superintendency of Banks on a monthly basis. This information is made public by the Chilean Superintendency of Banks within approximately three months of receipt. The Chilean Superintendency of Banks also makes summary financial information available within three weeks of receipt. Such disclosure differs in a number of significant respects from information generally available in the United States with respect to U.S. financial institutions.

The securities laws of Chile, which govern open or publicly listed companies such as us, have as a principal objective promoting disclosure of all material corporate information to the public. Chilean disclosure requirements, however, differ from those in the United States in some important respects. In addition, although Chilean law imposes restrictions on insider trading and price manipulation, applicable Chilean laws are different from those in the United States and in certain respects the Chilean securities markets are not as highly regulated and supervised as the U.S. securities markets.

Chile imposes controls on foreign investment and repatriation of investments that may affect your investment in, and earnings from, our ADSs.

Equity investments in Chile by persons who are not Chilean residents have generally been subject to various exchange control regulations which restrict the repatriation of the investments and earnings therefrom. In April 2001, the Central Bank eliminated the regulations that affected foreign investors except that investors are still required to provide the Central Bank with information related to equity investments and conduct such operations within Chile’sMercado Cambiario Formal, or Formal Exchange Market. See “Item 10. Additional Information—D. Exchange Controls” for a discussion of the types of information required to be provided.

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Owners of ADSs are entitled to receive dividends on the underlying shares to the same extent as the holders of shares. Dividends received by holders of ADSs will be converted into U.S. dollars and distributed net of foreign currency exchange fees and fees of the depositary and will be subject to Chilean withholding tax, currently imposed at a rate of 35.0% (subject to credits in certain cases). If for any reason, including changes in Chilean laws or regulations, the depositary were unable to convert pesos to U.S. dollars, investors may receive dividends and other distributions, if any, in pesos.

We cannot assure you that additional Chilean restrictions applicable to holders of our ADSs, the disposition of the shares underlying them or the repatriation of the proceeds from such disposition or the payment of dividends will not be imposed in the future, nor can we advise you as to the duration or impact of such restrictions if imposed.

RISKS RELATING TO OUR ADSs

There may be a lack of liquidity and market for our shares and ADSs.

We cannot assure you as to the liquidity of any markets that may develop for our ADSs, the ability of the holders to sell our ADSs or the price at which holders of our ADSs will be able to sell them. Future trading prices of our ADSs will depend on many factors including, among other things, prevailing interest rates, our operating results and the market for similar securities.

Our common stock underlying the ADSs is listed and traded on the Santiago Stock Exchange and the Chilean Electronic Exchange, although the trading market for the common stock is small by international standards. As of June 30, 2004, we had 226,909,290,577 shares of common stock outstanding. The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. In addition, according to Article 14 of theLey de Mercado de Valores, Ley No. 18,045, or the Chilean Securities Market Law, the Superintendencia de Valores y Seguros, or the Chilean Superintendency of Securities and Insurance, may suspend the offer, quotation or trading of shares of any company listed on the Chilean stock exchanges for up to 30 days if, in its opinion, such suspension is necessary to protect investors or is justified for reasons of public interest. Such suspension may be extended for up to 120 days. If, at the expiration of the extension, the circumstances giving rise to the original suspension have not changed, the Chilean Superintendency of Securities and Insurance will then cancel the relevant listing in the registry of securities. Furthermore, the Santiago Stock Exchange may inquire as to any movement in the price of any securities in excess of 10% and suspend trading in such securities for a day if it deems necessary. These and other factors may substantially limit your ability to sell the common stock underlying your ADSs at a price and time at which you wish to do so.

There can be no assurance that a liquid trading market for the common stock in Chile will continue. Approximately 42.3% of our outstanding common stock was held by the public as of June 30, 2004. A limited trading market in general and our concentrated ownership in particular may impair the ability of an ADS holder to sell in the Chilean market shares of common stock obtained upon withdrawal of such shares from the ADR facility in the amount and at the price and time such holder desires, and could increase the volatility of the price of the ADSs.

Certain actions by our principal shareholder may have an adverse effect on the future market price of our ADSs and shares.

Alvaro Saieh Bendeck, through Corp Group Banking S.A. and Compañía Inmobiliaria y de Inversiones Saga S.A., or Saga, indirectly beneficially owns approximately 58.5% of our outstanding voting rights. The sale or disposition by Mr. Saieh Bendeck of our shares or ADSs that he indirectly owns, or the perception in the marketplace that such a sale or disposition may occur, may adversely affect the trading price of our shares on the Santiago Stock Exchange and, consequently, the market price of the ADSs.

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You may be unable to exercise preemptive rights.

TheLey Sobre Sociedades Anónimas, Ley No. 18,046and theReglamento de Sociedades Anónimas, which we refer to collectively as the Chilean Corporations Law, and applicable regulations require that whenever we issue new common stock for cash, we grant preemptive rights to all of our shareholders (including holders of ADSs), giving them the right to purchase a sufficient number of shares to maintain their existing ownership percentage. Such an offering would not be possible unless a registration statement under the Securities Act were effective with respect to such rights and common stock or an exemption from the registration requirements thereunder were available.

Since we are not obligated to file a registration statement with respect to such rights and the common stock, you may not be able to exercise your preemptive rights. If a registration statement is not filed and an applicable exemption is not available, the depositary will attempt to sell such holders’ preemptive rights and distribute the proceeds thereof, after deducting its expenses and fees, if a premium can be recognized over the cost of any such sale.

You may have fewer and less well defined shareholders’ rights than with shares of a company in the United States.

Our corporate affairs are governed by ourestatutos, or by-laws, and the laws of Chile. Under such laws, our shareholders may have fewer or less well-defined rights than they might have as shareholders of a corporation incorporated in a U.S. jurisdiction. For example, under legislation applicable to Chilean banks, our shareholders would not be entitled to appraisal rights in the event of a merger or other business combination undertaken by us.

Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.

Under Chilean law, a shareholder is required to be registered in our shareholders’ registry at least five business days before a shareholders’ meeting in order to vote at such meeting. A holder of ADSs will not be able to meet this requirement and accordingly is not entitled to vote at shareholders’ meetings because the shares underlying the ADSs will be registered in the name of the depositary. While a holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs in accordance with the procedures provided for in the deposit agreement, a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so. In certain instances, a discretionary proxy may vote our shares underlying the ADSs if a holder of ADSs does not instruct the depositary with respect to voting.

It may be difficult to enforce civil liabilities against us or our directors, officers and controlling persons.

We are organized under the laws of Chile, and all of our directors, officers and controlling persons reside outside the United States. In addition, all or a substantial portion of our assets are located in Chile. As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce judgments against them, including in any action based on civil liabilities under the U.S. federal securities laws. There is doubt as to the enforceability against such persons in Chile, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

We are asociedad anónima (corporation) organized under the laws of the Republic of Chile and licensed by the Chilean Superintendency of Banks to operate as a commercial bank. Our principal executive offices are located at Huérfanos 1072, Santiago, Chile. Our telephone number is 56-2-687-8000 and our website is

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www.corpbanca.cl. Information set forth at our website does not constitute a part of this registration statement. Corpbanca and all our subsidiaries are organized under the laws of Chile. The terms “Corpbanca,” “Bank,” “we,” “us” and “our” in this registration statement refer to Corpbanca together with its subsidiaries unless otherwise specified.

History

Corpbanca is Chile’s oldest currently operating bank—we were founded as Banco de Concepción in 1871 by a group of residents of the City of Concepción, Chile led by Aníbal Pinto, who would later become President of Chile. In 1971, Banco de Concepción was transferred to a government agency,Corporación de Fomento de la Producción (the Chilean Corporation for the Development of Production, or “CORFO”). Also in 1971, Banco de Concepción acquired Banco Francés e Italiano en Chile, which provided for the expansion of Banco de Concepción into Santiago. In 1972 and 1975, the bank acquired Banco de Chillán and Banco de Valdivia, respectively. In November 1975, CORFO sold its shares of the bank to private business persons, who took control of the bank in 1976. In 1980 the name of the bank was changed to Banco Concepción. In 1983, control of Banco Concepción was assumed by the Chilean Superintendency of Banks. The bank remained under the control of the Chilean Superintendency of Banks through 1986, when it was acquired bySociedad Nacional de Minería (the Chilean National Mining Society, or “SONAMI”). Under SONAMI’s control, Banco Concepción focused on providing financing to small- and medium-sized mining interests, increased its capital and sold a portion of its high-risk portfolio to the Central Bank. Investors led by Mr. Alvaro Saieh Bendeck purchased a majority interest of Banco Concepción from SONAMI in 1996. During the last 16 years, Mr. Saieh Bendeck has directed the acquisition, creation and operation of a number of commercial banks, mutual fund companies, insurance companies and other financial entities in Chile and other parts of Latin America.

Following our acquisition in 1996, we began to take significant steps to improve our credit risk policies, increase operating efficiency and expand our operations. These steps included applying stricter provisioning and charge-off standards to our loan portfolio, cost cutting measures and technological improvements. We also changed our name to Corpbanca and hired a management team with substantial experience in the Chilean financial services industry. Several of our senior officers, prior to joining Corpbanca, were employed by Banco Osorno prior to its merger with Banco Santander-Chile in 1996. In addition, we significantly expanded our operations in 1998 through the acquisition of the Consumer Loan Division of Corfinsa (which was formerly a consumer loan division of Banco Sudamericano, currently Scotiabank Sudamericano) and the finance company Financiera Condell S.A. In November 2002, we completed the largest equity capital-raising transaction in Chile in that year, providing us with Ch$109,007 million (approximately U.S.$153 million using the exchange rate that was in effect as of December 31, 2002) in capital to help implement our growth strategies. We have recently consolidated our information technology systems into a single, integrated platform, Integrated Banking System, or IBS, providing us with a single, central electronic database that gives us up-to-date customer information in each of our business lines and calculates net earnings and profitability of each product and client segment.

As a result of the steps we have taken since the 1996 acquisition, we have developed a number of significant competitive strengths that we believe will continue to contribute to our growth potential. These include operating efficiencies, improved asset quality, an experienced management team, and a strong technological infrastructure. As of December 31, 2003, our efficiency ratio was the second best in the Chilean financial industry and our return on assets was the second highest among its peers. Since 1996 we also have become the fastest-growing bank in Chile in terms of loan portfolio size. In addition, our asset quality, as reflected by our risk index and our risk classification by the Chilean Superintendency of Banks, is comparable to that of our principal competitors, and our capitalization places us in a strong position among Chilean banks in terms of ability to fund growth. In recent years, our cost of funding has decreased as a result of improvements in our ratings. We believe that these strengths position us well for continued growth in the Chilean financial services industry.

As of December 31, 2003, our loan portfolio amounted to Ch$2,092,611 million, as compared to Ch$423,537 million as of December 31, 1995, representing 394.1% growth in nominal terms (263.8% in real

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terms). In 2003, our consolidated efficiency ratio (operating expenses as a percentage of operating revenue which is the aggregate of net interest revenue, fees and income from services (net) and other operating income (net)) was 40.1%, which represents a significant improvement over our unconsolidated efficiency ratio of 81.3% for 1995 (when we were not required to present consolidated financial statements). In addition, during the period from 1995 through 2003, our return on average total assets increased from 0.5% to 1.6% and our unconsolidated risk index improved from 3.20% as of December 31, 1995 to 1.59% as of December 31, 2003.

As of December 31, 2003, we had total assets of Ch$2,786,660 million (approximately U.S.$4,648.9 million) and shareholders’ equity (excluding net income for the year to date) of Ch$288,896 million (approximately U.S.$482.0 million). Our net income for 2003 was Ch$50,124 million (approximately U.S.$83.6 million), our return on average total assets was 1.6% and our return on average shareholders’ equity was 15.3%.

Strategy

Our primary business objectives include enhancing our market position in the Chilean financial services industry in terms of market share, service coverage and profitability by providing high quality financial products and services through efficient distribution channels to our customer base. We intend to achieve these objectives through the following strategies:

Continue to grow our operations profitably

We seek to achieve organic growth by offering competitive products and services in all of our lines of business. Our capital structure currently provides us with a strong basis upon which to grow our loan portfolio and expand our operations and branch network. We believe that our strong franchise in the retail banking segment offers the potential for significant growth in our loan portfolio. We are also focusing our marketing efforts on potential clients among small and medium-sized companies, large corporate clients and private banking customers. In addition, we may seek to expand through strategic acquisitions over time.

Capitalize on customer loyalty through cross-selling

We intend to increase our market share and profitability by continuing to cross-sell services and products to our existing clients. We have instituted processes that facilitate our ability to offer additional financial services to our clients, with an emphasis on increasing our revenues from fees from services. For example, we aim to increase our portfolio of mortgage loans by cross-selling mortgage products to our banking clients. In addition, we cross-sell loan products to our checking and savings account customers that are tailored to their individual needs and financial situation, and we offer our “TEN” checking account to qualified customers, which allows them to conduct banking transactions through a special wireless phone. We plan to continue these and other cross-selling efforts.

Increase operating efficiency through technological advances

We intend to maintain our position as the most efficient bank in Chile. We seek to achieve this goal by continuing to reduce costs, broadening our array of distribution channels and enhancing our distribution network through the adoption of cost-saving technologies. We continue to update our branch operations to allow for an increased level of customer “self-help.” We are also working to increase use of internet banking by our customers. Currently, our customers are able to obtain account information, make bill payments, transfer funds and perform other transactions through our internet site. In addition, our recent implementation of IBS, a central information system that replaced a number of systems, providing us with a single, central electronic database that gives us up-to-date customer information in each of our business lines and calculates net earnings and profitability of each product and client segment, has resulted in additional cost savings. We are enhancing our IBS network by implementing management information system software that we believe allows us to better assess the profitability of our customer relationships. We believe that the implementation of these and other

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technological advances will continue to improve our cost structure by minimizing the number of transactions that are initiated through our traditional branch network while at the same time responding to our customers’ evolving needs.

Actively manage risk exposure

We have a dedicated risk management team that focuses on monitoring risks across all areas of our business. Our credit committee meets weekly to review and approve or decline new credit proposals. We intend to continue to maintain what we believe to be conservative credit approval standards and reserve policies, enabling us to minimize the risk of ultimate loss. As of December 31, 2003, we had provisions for loan losses of Ch$44,203 million, representing 2.1% of total loans, and charge-offs for 2003 of Ch$19,559 million, representing 1.4% of average loans for the period.

Leverage our management team’s experience and expertise

We benefit from an experienced and talented management team. Most of the members of our senior management have held executive positions with other major financial institutions in Chile. For example, several of our senior officers, prior to joining Corpbanca, were employed by Banco Osorno prior to its merger with Banco Santander-Chile in 1996. We intend to continue to leverage the expertise of these and other experienced members of our management team to implement our strategic initiatives.

B. BUSINESS OVERVIEW

Principal Business Activities

We provide a broad range of commercial and retail banking services to our customers. In addition, we provide financial advisory services, mutual fund management, insurance brokerage and securities brokerage services through our subsidiaries. The following chart sets forth our principal lines of business:

As of December 31, 2003, we have a nationwide network of 66 branches in Chile, including 28 branches operating under the Corpbanca name, 16 branches operating under the Bancondell name, and 22 integrated branches, which operate under both the Corpbanca and Bancondell names. In addition, we owned and operated 117 ATMs in Chile as of December 31, 2003, and our customers have access to thousands of ATMs in Chile through our agreement with Redbanc S.A. We utilize a number of different sales channels including account executives, telemarketing and the internet to attract new clients.

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The following table provides information on the composition of our loan portfolio and other revenue-producing assets as of December 31, 2002 and December 31, 2003:

Loan/Asset Category	As of December 31, 2002(1)		As of December 31, 2003(2)		Variation			Variation (expressed as a percentage)
	(in millions of constant Ch$ as of December 31, 2003)
Commercial loans
General commercial loans	Ch$	751,976	Ch$	970,240	Ch$	218,264		29.0	%
Foreign trade loans		171,564		139,488		(32,076	)	(18.7	)
Interbank loans		22,602		4,000		(18,602	)	(82.3	)
Leasing contracts		130,929		153,952		23,023		17.6
Factoring		35,896		37,241		1,345		3.7
Other outstanding loans		36,132		40,516		4,384		12.1
Subtotal commercial loans		1,149,099		1,345,437		196,338		17.1
Mortgage loans
Residential		65,414		100,250		34,836		53.3
Commercial		157,670		205,330		47,660		30.2
Subtotal mortgage loans		223,084		305,580		82,496		37.0
Consumer loans		183,068		218,127		35,059		19.2
Past due loans
Commercial loans		20,438		17,545		(2,893	)	(14.2	)
Residential mortgage loans		7,176		7,324		148		2.1
Consumer loans		955		1,004		49		5.1
Past due loans		28,569		25,873		(2,696	)	(9.4	)
Subtotal		1,583,820		1,895,017		311,197		19.6
Contingent loans(1)		143,251		197,594		54,343		37.9
Total loans(2)	Ch$	1,727,071	Ch$	2,092,611	Ch$	365,540		21.2

(1) For purposes of loan classification, contingent loans are considered as commercial loans.

(2) All of the above categories except mortgage loans, past due loans and contingent loans are combined into “Loans.”

Commercial Banking

In order to better serve businesses, we have divided our commercial banking services into the following divisions: small and medium-sized companies, large companies, corporate banking, leasing and factoring. In the 1996-2003 period, loans made to businesses, including commercial loans, trade finance, leasing agreements and contingent loans, experienced significant growth. As of December 31, 2003, we had aggregate commercial loans (including leasing, factoring, commercial mortgage and commercial past due loans) in the amount of Ch$1,765,906 million, comprising 84.4% of our total loan portfolio.

Small and Medium-Sized Companies. Our small and medium-sized companies business area services businesses with annual sales between Ch$600 million and Ch$5,999 million. We believe that the close relationships we have developed with our small and medium-sized business customers over the years provides us with a significant competitive advantage in this business area.

Our small and medium-sized companies business division offers its customers a broad range of financial products, including general commercial loans, working capital loans, trade finance, on-lending of financing originated by CORFO, overdraft credit lines, letters of credit, and mortgage loans. As of December 31, 2003, we had approximately 6,075 small and medium-sized company loan customers.

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Large Companies. Our large companies business area services domestic companies with annual sales between and including Ch$6,000 million and Ch$60,000 million. This business area offers these companies a broad range of services tailored to their specific needs. These services include deposit-taking and lending in both pesos and foreign currency, trade financing, general commercial loans, working capital loans, letters of credit, interest and exchange rate insurance and cash flow management, among others. As of December 31, 2003, we had 520 large company debtors.

Corporate Banking. Our corporate banking business area is responsible for serving corporations having annual sales in excess of Ch$60,000 million. Our corporate banking division is focused on offering these clients a broad range of products, including working capital loans, credit lines, financial services, special advisory services, trade finance, syndicated loans and currency forwards. As of December 31, 2003, we had 49 corporate banking customers.

Leasing. In 1999, due to a change in applicable local regulations, we merged the operations of our then-existing leasing subsidiary into our own operations. This business division consists of providing leasing services relating to commercial real estate, vehicles, machinery and other items to our customers. As of December 31, 2003, we had total assets outstanding in our leasing division of Ch$153,952 million, comprising 7.4% of our total loan portfolio.

Factoring. In November 2001 we added factoring transactions to our operations by acquiring a factoring affiliate and merging its operations with ours. Our factoring business consists of purchasing customers’ outstanding debt portfolios, such as bills, notes, or contracts, advancing such customers a payment representing the future cash flows from such assets, and then performing the related collection function. As of December 31, 2003, we had total factoring loans outstanding of Ch$37,241 million, representing 1.8% of our overall loan portfolio.

Retail Banking

Our retail banking strategy is to focus on meeting the financial services needs of individuals in Chile, which traditionally have had relatively low levels of interaction with banks and other financial services institutions and, accordingly, represent significant prospects for future growth for us. Our retail banking division serves retail customers across all income levels. As of December 31, 2003, our retail banking division administered checking accounts with an aggregate balance of Ch$120,456 million. At such date, these checking accounts represented 4.9% of our total liabilities.

We also provide time deposits and savings accounts in pesos, Euros, UF and U.S. dollars, with a minimum term of 30 days and a minimum amount of Ch$500,000 or, for foreign-currency accounts, U.S.$10,000 or the equivalent. We also offer traditional savings accounts with funds available for immediate withdrawal, including certain specialized accounts such as a home savings account. As of December 31, 2003, we administered 60,379 deposit accounts other than checking accounts for 38,986 customers, with an aggregate balance of Ch$1,400,211 million, representing 57.2% of our total liabilities as of such date.

Despite the depressed economic situation and high levels of unemployment prevailing in Chile since 2001, successive interest rate reductions by the Central Bank have enabled us to regain positive growth in our consumer loan portfolio, which, after decreasing 4.8% from 2000 to 2001, increased 14.9% in 2002 and 19.2% in 2003.

In addition to our branch network, which as of December 31, 2003 is comprised of 66 branches in Chile, including 28 operating under the Corpbanca name, 16 operating under the Bancondell name, and 22 integrated branches, which operate under both the Corpbanca and Bancondell names, we owned and operated 117 ATMs in Chile as of December 31, 2003, and our customers have access to thousands of ATMs in Chile through our agreement with Redbanc S.A.

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Our retail services are organized into three divisions: traditional retail banking services, lower income retail banking services (Bancondell), and high-income consumer services (private banking).

Traditional Retail Banking. Our traditional retail banking services are mainly oriented towards individuals with medium income levels (at least Ch$0.6 million per month), to whom we offer products such as checking accounts, credit lines, credit and debit cards, automotive financing, mortgage loans, insurance banking and time deposits, among others. Our traditional banking services are marketed and operated under the Corpbanca name. We offer the following products and services, among others, to our traditional retail banking customers:

Checking and Deposit Accounts. Our main checking account product is our “Integral” checking account, through which customers are provided with a package of services including ATM cards, a credit line, Visa and/or MasterCard credit cards with credit levels established pursuant to the creditworthiness of the individual, fraud insurance and access to internet and telephone banking. We also offer the “TEN” checking account, an innovative product that enables customers to carry out a variety of banking transactions through a special remote hand held device.

Credit and Debit Cards. We issue both Visa and MasterCard credit cards to our individual clients. In addition to traditional cards, we offer cards issued under certain specialized customer loyalty programs, such as the Visa Delta SkyMiles card. We tailor our marketing of credit card services to different groups based on personal income. We charge annual fees for these credit cards to customers who do not hold “Integral” accounts with us. Recently, we became the second bank in Chile to offer the American Express card to its customers. As of December 31, 2003, our traditional retail banking division had 58,954 valid credit card accounts in use. We believe that, in addition to the other banks that operate in Chile, our main competitors in the credit card business are department stores and other non-banking businesses involved in the issuance of credit cards.

We also offer debit cards, which can be used for banking transactions at ATMs operating on the Redbanc network, as well as at retailers associated with the Redcompra program.

Mortgages. We offer two types of mortgages: residential mortgages for the purchase of new and existing homes (including refinancing of existing residential mortgages) and other mortgages, which are loans for other purposes secured by real property owned by the customer. Our mortgage loans generally have maturities between five and 30 years and are generally denominated in UF. In order to reduce our exposure to interest rate fluctuations and inflation with respect to our residential mortgage portfolio, a majority of our residential mortgages are funded through the issuance of mortgage finance bonds, which bear a real market rate of interest plus a fixed spread over the rate of variation of the UF. Chilean banking regulations limit the amount of a residential mortgage loan that may be financed with a mortgage finance bond to 75% of the lesser of (a) the purchase price of the property securing the loan and (b) the appraised value of such property. In addition, we generally require that the monthly payments on a residential mortgage loan not exceed 25% of the borrower’s household after-tax monthly income.

During the first quarter of 2003, we began to increase our marketing efforts relating to our mortgage services. Our market penetration for mortgage products has historically been lower than our overall 6.4% (net of interbank loans) market share in the Chilean system as of December 31, 2003. This disparity was due to the relatively high rates on our mortgage products. However, our strategy and recent results have made it possible for us to decrease our financing costs and, therefore, offer more competitive rates and terms. We intend to continue to grow in this market.

Consumer Loans. We offer personal consumer loans for a variety of purposes, including personal loans (with automatic payments deducted from a checking or credit card account and with mandatory life, home and/or unemployment insurance); automotive financing; and university and post-graduate education loans (with mandatory life insurance). Our consumer loans are generally installment loans denominated in pesos or UF, bear interest at fixed or variable rates and have maturities up to 36 months.

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Lower Income Retail Banking—Bancondell. In 1998, we acquired the Consumer Loan Division of Corfinsa (formerly a consumer loan division of Banco Sudamericano, now Scotiabank Sudamericano) and we acquired the finance company Financiera Condell S.A. The loan portfolios that we acquired through these transactions were organized into our “Bancondell” division. Under the Bancondell brand, we offer consumer lending and credit card services to the traditionally underserved low- to middle-income segments of the Chilean population. Bancondell represents a distinct delivery channel for loans and credit cards, and it maintains a separate brand identity and branch network. In this segment we compete with the consumer divisions of other banks as well as certain consumer credit providers, including department stores. Of our 66 branches as of December 31, 2003, 16 operate under the Bancondell name and 22 are integrated branches that bear both the Bancondell and Corpbanca names and through which we provide both Bancondell-branded services and our traditional Corpbanca-branded services.

Improved economic conditions in Chile over the past decade have resulted in an increased demand for consumer credit by low- to middle-income individuals, whom we classify as persons with annual income between Ch$1.2 million and Ch$7.2 million. Many of these individuals have not had prior exposure to banking products or services. Through Bancondell, we focus on developing and marketing products specifically oriented to individuals in this subsegment of the population while introducing them to the banking sector. We offer the following products and services to our lower income retail banking-Bancondell customers:

Consumer Loans. We offer personal loans under the Bancondell brand, including personal debt consolidation loans. These loans are generally denominated in pesos and repayable through equal monthly installments. Life and unemployment insurance are mandatory in connection with these loans.

Credit Cards. Under the Bancondell brand, we provide “classic” Visa and MasterCard credit cards, which require the payment of an annual fee. As of December 31, 2003, we had 15,214 credit card accounts in use through Bancondell. We believe that, in addition to the other banks that operate in Chile, our main competitors in the credit card business are department stores and other non-banking businesses involved in the issuance of credit cards.

Private Banking. In 2002 we began to provide our “Corpbanca Privada” private banking services to high income and high net worth individuals on an invitation-only basis. Each client under this program is provided with a relationship officer who oversees the client’s entire relationship with us across all product lines. As of December 31, 2003, we had 559 “Corpbanca Privada” clients.

Non-Banking Financial Services Offered Through Subsidiaries

We have made several strategic long-term investments in non-banking financial services companies, which are engaged in activities complementary to our core banking activities. Through these companies, each of which is our wholly-owned subsidiary, we intend to continue to develop a comprehensive financial services group able to meet the diverse financial needs of our current and potential clients.

Until 1997, Chile’s General Banking Law restricted the ability of Chilean banks to provide non-banking financial services. In 1997, the law was amended and banks were permitted to offer, through subsidiaries, certain services considered complementary to commercial banking activities and to engage in factoring, securitization and insurance brokerage.

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The following table sets forth certain financial information with respect to our financial services subsidiaries as of December 31, 2002 and 2003, in millions of pesos. Amounts relating to intercompany transactions have not been removed for purposes of this table.

	As of and for the year ended December 31, 2002						As of and for the year ended December 31, 2003
	Assets		Shareholder’s Equity		Net Income		Assets		Shareholder’s Equity		Net Income
	(in millions of Ch$ as of December 31, 2003)						(in millions of Ch$ as of December 31, 2003)
Corp Corredores de Seguros S.A.	Ch$	1,382	Ch$	20	Ch$	1,102	Ch$	1,665	Ch$	36	Ch$	1,468
Corp Asesorías Financieras S.A		176		145		20		236		168		53
Corp Administradora de Fondos Mutuos S.A.	Ch$	2,893	Ch$	1,477	Ch$	1,163	Ch$	2,149	Ch$	1,494	Ch$	384
Corp Corredores de Bolsa S.A		56,931		4,934		1,148		71,938		6,144		1,643

Insurance Brokerage. In accordance with our strategy of expanding the breadth of financial services that we offer, our subsidiary Corp Corredores de Seguros S.A., or CCS, offers a full line of insurance products. Many of these products complement the various banking and loan services that we provide, such as unemployment insurance in connection with personal loans and insurance in connection with mortgage lending. Through CCS we also provide non credit-related insurance to existing clients and the general public. For the years ended December 31, 2002 and December 31, 2003, CCS had net income of Ch$1,102 million and Ch$1,468 million, respectively. CCS had total assets of Ch$1,665 million as of December 31, 2003.

Financial Advisory Services. Corp Asesorías Financieras S.A., or CAF, is the investment banking subsidiary of Corpbanca. CAF provides a broad range of financial advisory services to a variety of corporations and government agencies, including those services related to debt restructurings, mergers and acquisitions, privatizations and company valuations. In 2003, CAF had net income of Ch$53 million (Ch$20 million in 2002). CAF had total assets of Ch$236 million as of December 31, 2003.

Mutual Fund Investment and Management. We incorporated Corp Administradora de Fondos Mutuos S.A., or CAFM, to complement banking services offered to individual and corporate clients. As of December 31, 2003 this subsidiary had total assets equal to Ch$2,149 million, and net income of Ch$1,163 million and Ch$384 million for 2002 and 2003, respectively. CAFM manages 18 mutual funds including fixed income funds. In order to grow CAFM’s business, we intend to continue to offer new types of mutual funds tailored to our clients’ needs.

Securities Brokerage Services. Our subsidiary Corp Corredores de Bolsa S.A., or CCB, is a member of the Santiago Stock Exchange and is registered with the Chilean Superintendency of Securities and Insurance as a securities broker. CCB’s primary activities are providing broker services in equities and fixed income securities, foreign currency exchange trading and proprietary trading. For 2003, CCB’s net income was Ch$1,643 million, and Ch$1,148 million for 2002, and as of December 31, 2003, CCB had assets under custody of Ch$91,982 million. In 2003, 15.9% of CCB’s revenues were from providing brokerage services to clients, 19.6% were derived from foreign currency trading and 64.5% were derived from CCB’s proprietary trading operations, primarily of fixed income securities.

International Operations

Foreign Currency—Denominated Loans. Our international operations division manages our foreign currency-denominated loan portfolio. As of December 31, 2003, we had the equivalent of U.S.$610 million in foreign currency-denominated loans outstanding. This division is also responsible for obtaining foreign currency-denominated lines of credit from financial institutions outside Chile. As of December 31, 2003, we had the equivalent of U.S.$396 million in credit lines available to us from 21 financial institutions located in the United States, Spain, Mexico, Germany, Austria, the Netherlands, the United Kingdom, Canada and Italy, a 228.9% increase over the amount available under lines of credit from international sources available as of December 31, 2002.

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New York Branch Office. We have filed an application with the Federal Reserve Bank of New York to establish a federally licensed branch office of the bank in New York.

Distribution Channels, Electronic Banking and Technology

Our distribution network provides integrated financial services and products to our customers through several diverse channels, including ATMs, branches, internet banking, our special “TEN” telephones, and telephone banking. We own and operate 117 ATMs throughout Chile as of December 31, 2003, and are connected to over 3,700 ATMs through the Redbanc network. These ATMs allow customers to conduct self-service banking transactions during banking and non-banking hours.

As of December 31, 2003, we operate through 66 branches in Chile, which include 28 branches operating under the Corpbanca name, 16 branches operating under the Bancondell name, and 22 integrated branches which operate under both the Corpbanca and Bancondell names. Consistent with our growth strategy, we plan to open up to an additional 13 branches by the end of 2006. The branch system serves as the main distribution network for our full range of products and services.

We offer internet banking to our customers 24 hours a day through our password-protected internet site, www.corpbanca.cl. Our internet site offers a broad range of services, including up-to-date information on balances in deposit, checking, loan, credit card and other accounts, and transactional capabilities such as transfers and payments. As of December 31, 2003, we had 29,616 individual customers and 3,011 commercial customers with activated internet passwords, allowing them to access our internet banking services. In December 2003, 822,942 transactions were performed on our internet site, of which 100,079 were financial transactions, representing 5.5% of all financial transactions performed by our customers that month. We are a member of theSociedad Interbancaria de Transferencias Electrónicas S.A., an organization that facilitates electronic banking transactions on behalf of our customers as well as other Chilean banks. We also provide our customers with access to a 24-hour phone-banking call center that grants them access to account information and allows them to effect fund transfers and certain payments by telephone.

We have developed a specialized internet-based service designed to facilitate and optimize the financial management of our commercial customers. This service, which we market under the name “Cash Management,” includes services such as payroll support, payments to suppliers, automated bill payment, money transfers within Chile and to accounts located outside Chile, and payments of taxes and other governmental assessments.

We have entered into several service and lease agreements with IBM de Chile S.A.C., which provides us with the computer hardware and network buildout that we use in our headquarters and branch offices. We have entered into a software consulting and development agreement with Datapro, Inc., which provides consulting and development for the IBS.

Competition

Overview

The Chilean financial services market consists of a variety of largely distinct sectors. The most significant sector, commercial banking, includes a number of privately-owned banks and one public sector bank, BancoEstado (which operates within the same legal and regulatory framework as the private sector banks). The private sector banks include those that are Chilean-owned,i.e., controlled by a Chilean entity, as well as a number of foreign-owned banks which are operated in Chile but controlled by a foreign entity. The Chilean banking system is comprised of 25 private sector banks and one public sector bank. Three private sector banks along with the state-owned bank together accounted for 65.2% of all outstanding loans by Chilean financial institutions as of December 31, 2003: Banco Santander Santiago (22.6%), Banco de Chile (18.1%), Banco de Crédito e Inversión (BCI) (11.0%) and BancoEstado (controlled by the Chilean government) (13.0%). All of the

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privately owned Chilean banks together accounted for 47.1%, the foreign-owned banks for 39.9%, and BancoEstado for 13.0% of the total loans outstanding in the Chilean financial system. All market share statistics in this paragraph are presented on an unconsolidated basis.

We believe that our principal competitors are Banco de Crédito e Inversión (BCI), BBVA and Scotiabank Sudamericano, but we also face competition from larger banks such as Banco de Chile and Banco Santander Santiago, among others.

The Chilean banking system has experienced a consolidation process in recent years with mergers and acquisitions of banking entities in line with a global trend. In April 1996, Banco Santander acquired control of Banco Osorno, merging their operations. In January 1997, Banco Santiago and Banco O’Higgins merged into one entity. In 1999, following the international merger of Banco Santander de España and Banco Central Hispano, Banco Santander Central Hispano acquired control of Santander-Chile and Banco Santiago. During April 2002, the Chilean Superintendency of Banks authorized Banco Santander Central Hispano to increase its participation in Banco Santiago by way of acquisition of 35.45% of the shares of the latter owned by Banco Central de Chile. In May 2002, the Chilean Superintendency of Banks authorized Santander-Chile and Banco Santiago to merge. This merger enabled these banks to become the largest financial institution in terms of loans outstanding.

In 1997, Banco Santander absorbed the operations of Financiera Fusa. In September 1998, Banco Bilbao Viscaya (BBV) de España, subscribed a capital increase of Bank Bhif, thus controlling 55% of the bank. In 1998, we acquired the assets of Corfinsa, which pertained to the consumer loan division of Banco Sudamericano, and then acquired the Financiera Condell S.A., a finance company. In 1999, Citibank acquired Atlas financial company. In July 1999, Bank of Nova Scotia acquired control of Banco Sudamericano, by increasing its interest from 28.0% to 60.6%, and in late 2001 changed its name to Scotiabank Sudamericano. In early 2001, the Luksic group (which controlled Banco Edwards since 1999) acquired control of Banco de Chile, merging both banks in January 2002.

In recent years, several applications for banking licenses have been filed before the Chilean Superintendency of Banks. In 2000, Deutsche Bank initiated operations in Chile. During 2001, the Chilean Superintendency of Banks authorized the formation of Banco HNS, which is oriented to small and medium sized businesses through leasing and factoring financing. In the same year, the Chilean Superintendency of Banks authorized the creation of Banco Monex, which is also oriented to small and medium sized businesses through trade finance, exchange transactions and financial derivatives. Also in 2001 Falabella, a Chilean department store, received authorization to commence its banking operations, which are primarily linked to its consumer credit business. In May 2002, Banco Ripley initiated operations of consumer loans to mid to low-income individuals. In September 2002, Financiera Conosur filed an application with the Chilean Superintendency of Banks to request its corporate conversion into a bank, which took place in 2003. In July 2003, Banco Paris, linked to the Almacenes Paris department store, was authorized to initiate operations. In 2004, Grupo Penta, linked to former shareholders of Banco de Chile, received a banking license for a new bank to be named “Banco Penta.” It is expected that the trend to create niche banks will continue, particularly following amendments to the General Banking Law which reduced capital requirements for a bank to begin operations from UF800,000 to UF400,000. In addition, the Chilean Superintendency of Banks authorized HSBC Bank Chile to convert its branch into a subsidiary bank, and authorized ING Bank N.V. to establish a representative office in Chile.

Commercial banks such as us face increasing competition from other financial intermediaries who can provide larger companies with access to the capital markets as an alternative to bank loans. The enactment of the Capital Markets Reform Bill in 2001 has made it more tax-advantageous and easier for companies to issue commercial paper, adding an additional financing alternative. To the extent permitted by the General Banking Law, we seek to maintain a competitive position in this respect through the investment banking activities of our subsidiary CAF.

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The following table sets out certain statistics relating to the Chilean commercial banking system as of December 31, 2003:

	As of December 31, 2003
	Assets				Loans				Deposits				Shareholders’ Equity
	Amount		Share		Amount		Share		Amount		Share		Amount		Share
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Domestic private sector banks	Ch$	24,140,532	38.1	%	Ch$	15,640,633	46.7	%	Ch$	12,598,324	44.0	%	Ch$	1,532,922	41.1	%
Foreign-owned banks	Ch$	31,341,904	49.5	%	Ch$	13,383,451	40.0	%	Ch$	11,550,200	40.3	%	Ch$	1,844,774	49.5	%
Private sector total	Ch$	55,482,436	87.6	%	Ch$	29,024,084	86.7	%	Ch$	24,148,524	84.3	%	Ch$	3,377,696	90.6	%
BancoEstado	Ch$	7,858,051	12.4	%	Ch$	4,456,446	13.3	%	Ch$	4,498,167	15.7	%	Ch$	349,154	9.4	%
Financial system total	Ch$	63,340,487	100.0	%	Ch$	33,480,530	100.0	%	Ch$	28,646,691	100.0	%	Ch$	3,726,850	100.0	%

Source: Chilean Superintendency of Banks.

Loans

As of December 31, 2003, our loan portfolio net of allowances for loan losses of Ch$2,048,408 million (approximately U.S.$3,417.3 million) (consolidated) was the third largest among private domestic banks (fifth place among all private banks operating in Chile). Our unconsolidated portfolio represented 6.3% of the market for loans in the Chilean financial system (comprising all commercial banks) as of such date. During 2002, our unconsolidated loan portfolio grew by 14.9%, compared to an increase of 1.7% in the average market loan portfolio. During 2003, our unconsolidated loan portfolio grew by 21.2%, compared to an increase of 4.7% in the average market loan portfolio. The following table sets forth the aggregate outstanding loans for us and the seven other private sector banks with the largest market shares in Chile as of December 31 in each of the last four years:

	Bank Loans(1)(2)
	As of December 31,
	2000		2001		2002		2003
Corpbanca	Ch$	1,289,525	Ch$	1,502,100	Ch$	1,727,070	Ch$	2,092,620
Banco Santander Santiago(3)		8,032,222		8,703,878		7,808,659		7,554,175
Banco de Chile(4)		6,140,951		6,051,330		5,941,584		6,074,122
BCI		2,461,499		2,802,422		3,314,647		3,684,265
BBVA		1,718,839		1,855,456		2,119,171		2,407,741
Banco del Desarrollo		1,046,826		1,134,575		1,169,748		1,299,814
Scotiabank Sudamericano		1,042,848		1,092,520		1,190,510		1,120,779
Citibank		1,132,159		1,062,194		1,035,609		881,371
Others		7,194,391		7,246,706		7,684,528		8,365,644
Total	Ch$	30,059,260	Ch$	31,451,181	Ch$	31,991,526	Ch$	33,480,531

Source: Chilean Superintendency of Banks.

(1) The information in this table is presented on an unconsolidated basis (taking into account only each entity’s banking operations).

(2) All amounts stated in this table are in millions of constant Ch$ as of December 31, 2003.

(3) Banco Santander Santiago includes Banco Santiago before merger.

(4) Banco de Chile includes Banco A. Edwards before merger.

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Deposits

We had deposits of Ch$1,618,179 million (approximately U.S.$2,699.6 million) (consolidated) as of December 31, 2003. In unconsolidated terms, our 5.6% of the market for deposits as of such date ranks us in fifth place among private sector banks in Chile. The following table sets forth the aggregate deposits for us and the seven other private sector banks with the largest market share as of December 31 in each of the last four years:

	Bank Deposits(1)(2)
	As of December 31,
	2000		2001		2002		2003
Corpbanca	Ch$	1,119,157	Ch$	1,223,160	Ch$	1,338,008	Ch$	1,618,115
Banco Santander Santiago(3)		6,781,893		7,404,537		6,585,217		5,817,756
Banco de Chile(4)		5,134,968		5,233,210		4,719,309		4,892,472
BCI		2,282,852		2,526,499		2,948,570		3,087,156
BBVA		1,301,013		1,493,710		1,987,093		2,218,678
Banco del Desarrollo		664,630		683,391		727,635		805,386
Scotiabank Sudamericano		831,468		773,260		904,117		894,213
Citibank		1,049,785		1,119,416		1,374,397		966,183
Others		7,880,909		7,187,401		8,260,977		8,346,733
Total	Ch$	27,046,675	Ch$	27,644,584	Ch$	28,845,323	Ch$	28,646,692

Source: Chilean Superintendency of Banks.

(1) The information in this table is presented on an unconsolidated basis (taking into account only each entity’s banking operations).

(2) All amounts stated in this table are in millions of constant Ch$ as of December 31, 2003.

(3) Banco Santander Santiago includes Banco Santiago before merger.

(4) Banco de Chile includes Banco A. Edwards before merger.

Shareholders’ Equity

With Ch$288,896 million (approximately U.S.$482 million) in shareholders’ equity (excluding net income), we were the third largest commercial bank among the seven largest private banks in Chile in terms of shareholders’ equity (excluding net income) as of December 31, 2003.

The following table sets forth the level of shareholders’ equity for us and the seven largest private sector banks in Chile (measured by shareholders’ equity) as of December 31 in each of the last four years:

	Shareholders Equity (excluding net income)(1)
	As of December 31,
	2000		2001		2002		2003
Corpbanca	Ch$	131,175	Ch$	146,903	Ch$	270,950	Ch$	288,896
Banco Santander Santiago(2)		775,917		812,500		813,949		810,417
Banco de Chile(3)		558,362		561,651		571,250		565,123
BCI		196,070		228,548		257,211		287,854
BBVA		237,496		236,836		239,135		237,470
Citibank		202,469		225,218		246,121		225,452
Banco del Desarrollo		71,273		84,596		95,494		117,626
Scotiabank Sudamericano		86,961		91,377		98,777		106,444
Others		1,059,529		950,762		1,000,355		1,087,568
Total	Ch$	3,319,252	Ch$	3,338,391	Ch$	3,593,242	Ch$	3,726,850

Source: Chilean Superintendency of Banks.

(1) All amounts stated in this table are in millions of constant Ch$ as of December 31, 2003.

(2) Banco Santander Santiago includes Banco Santiago before merger.

(3) Banco de Chile includes Banco A. Edwards before merger.

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Regulation and Supervision

General

In Chile, only banks may maintain checking accounts for their customers, conduct foreign trade operations, and together with financial companies, accept time deposits. The principal authorities that regulate financial institutions in Chile are the Chilean Superintendency of Banks and the Central Bank. Chilean banks are primarily subject to the General Banking Law and secondarily, to the extent not inconsistent with this statute, the provisions of the Chilean Corporations Law governing public corporations, except for certain provisions which are expressly excluded.

The modern Chilean banking system dates from 1925 and has been characterized by periods of substantial regulation and state intervention, as well as periods of deregulation. The most recent period of deregulation commenced in 1975 and culminated in adoption of a series of amendments to General Banking Law. That law, amended most recently in 2002, granted additional powers to banks, including general underwriting powers for new issues of certain debt and equity securities and the power to create subsidiaries to engage in activities related to banking, such as brokerage, investment advisory, mutual fund services, administration of investment funds, factoring, securitization products and financial leasing services. Following the Chilean banking crisis during 1982 and 1983, the Chilean Superintendency of Banks assumed control of 21 financial institutions representing approximately 51% of the total loans in the banking system. As part of the solution to this crisis, the Central Bank permitted financial institutions to sell to it a certain portion of their problem loan portfolios, at the book value of such loan portfolios. Each institution then repurchased such loans at their economic value (which, in most cases, was much lower than the book value at which the Central Bank had acquired the loans) and the difference was to be repaid to the Central Bank out of future income. Pursuant to Law No. 18,818, which was passed in 1989, this difference was converted into a subordinated obligation with no fixed term, known as “deuda subordinada” or subordinated debt which, in case of liquidation of the institution, would be paid after the institution’s other debts had been paid in full.

The Central Bank

The Central Bank is an autonomous legal entity created by the Chilean Constitution. It is subject to the Chilean Constitution and its ownley orgánica constitucional, or organic constitutional law. To the extent not inconsistent with the Chilean Constitution or the Central Bank’s organic constitutional law, the Central Bank is also subject to private sector laws (but in no event is it subject to the laws applicable to the public sector). It is directed and administered by a Board of Directors composed of five members designated by the President of Chile, subject to the approval of the Senate.

The legal purpose of the Central Bank is to maintain the stability of the peso and the orderly functioning of Chile’s internal and external payment system. The Central Bank’s powers include setting reserve requirements, regulating the amount of money and credit in circulation, establishing regulations and guidelines regarding finance companies, foreign exchange (including the Formal Exchange Market) and banks’ deposit-taking activities.

The Chilean Superintendency of Banks

Banks in Chile are supervised and controlled by the Chilean Superintendency of Banks, an independent Chilean governmental agency. The Chilean Superintendency of Banks authorizes the creation of new banks and has broad powers to interpret and enforce legal and regulatory requirements applicable to banks and financial companies. Furthermore, in case of noncompliance with such legal and regulatory requirements, the Chilean

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Superintendency of Banks has the ability to impose sanctions. In extreme cases, it can appoint, with the prior approval of the Board of Directors of the Central Bank, a provisional administrator to manage a bank. It must also approve any amendment to a bank’s bylaws or any increase in its capital.

The Chilean Superintendency of Banks examines all banks from time to time, generally at least once a year. Banks are also required to submit their financial statements monthly to the Chilean Superintendency of Banks, and a bank’s financial statements are published at least four times a year in a newspaper with countrywide coverage. In addition, banks are required to provide extensive information regarding their operations at various periodic intervals to the Chilean Superintendency of Banks. A bank’s annual financial statements and the opinion of its independent auditors must also be submitted to the Chilean Superintendency of Banks.

Any person wishing to acquire, directly or indirectly, 10.0% or more of the share capital of a bank must obtain the prior approval of the Chilean Superintendency of Banks. The absence of such approval will cause the holder of such shares so acquired not to have the right to vote such shares. The Chilean Superintendency of Banks may only refuse to grant its approval, based on specific grounds set forth in the General Banking Law.

According to Article 35 bis of the General Banking Law the prior authorization of the Chilean Superintendency of Banks is required for:

• the merger of two or more banks,

• the acquisition of all or a substantial portion of a banks’ assets and liabilities,

• the control by the same person, or controlling group, of two or more banks, or

• a substantial increase in the share ownership of a bank by a controlling shareholder of that bank.

Such prior authorization is required solely when the acquiring bank or the resulting group of banks would own a significant market share in loans, defined by the Chilean Superintendency of Banks to be more than 15.0% of all loans in the Chilean banking system. The intended purchase, merger or expansion may be denied by the Chilean Superintendency of Banks. Alternatively, a purchase, merger or expansion, when the acquiring bank or resulting group would own a market share in loans defined by the Chilean Superintendency of Banks to be more than 20.0% of all loans in the Chilean banking system, may be conditioned on one or more of the following:

• that the bank or banks maintain an effective equity higher than 8.0% and up to 14.0% of their risk weighted assets,

• that the technical reserve established in article 65 of the General Banking Law be applicable when deposits exceed one and a half times the resulting bank’s paid-in capital and reserves, or

• that the margin for interbank loans be diminished to 20.0% of the resulting bank’s effective equity.

If the acquiring bank or resulting group would own a market share in loans defined by the Chilean Superintendency of Banks to be more than 15% but less than 20%, the authorization will be conditioned on the bank or banks maintaining an effective equity not lower than 10% of their risk-weighted assets for the time set forth by the Chilean Superintendency of Banks, which may not be less than one year.

Pursuant to the regulations of the Chilean Superintendency of Banks, the following ownership disclosures are required:

• banks are required to inform the Chilean Superintendency of Banks of the identity of any person owning, directly or indirectly, 5.0% or more of such banks’ shares,

• holders of ADSs must disclose to the depositary the identity of beneficial owners of ADSs registered under such holders’ names, and

• the depositary is required to notify the bank as to the identity of beneficial owners of ADSs which such depositary has registered and the bank, in turn, is required to notify the Chilean Superintendency of Banks as to the identity of the beneficial owners of the ADSs representing 5.0% or more of such bank’s shares.

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Limitations on Types of Activities

Chilean banks can only conduct those activities allowed by the General Banking Law: making loans, accepting deposits and, subject to limitations, making investments and performing financial services. Investments are restricted to real estate for the bank’s own use, gold, foreign exchange and debt securities. Through subsidiaries, banks may also engage in other specific financial service activities such as securities brokerage services, mutual fund management, investment fund management, financial advisory and leasing activities. Subject to specific limitations and the prior approval of the Chilean Superintendency of Banks and the Central Bank, Chilean banks may own majority or minority interests in foreign banks.

On March 2, 2002 the Central Bank authorized banks to pay interest on checking accounts. On March 20, 2002 the Chilean Superintendency of Banks published guidelines establishing that beginning on June 1, 2002, banks could offer a new checking account product that pays interest. The Chilean Superintendency of Banks also stated that these accounts may be subject to minimum balance limits and different interest rates depending on average balances held in the account. This product is optional and banks may also charge fees for the use of this new product. For banks with a solvency score of less than A the Central Bank has also imposed additional caps to the interest rate that can be charged.

Deposit Insurance

In Chile, the State guarantees up to 90.0% of the principal amount of certain time and demand deposits held by natural persons in the Chilean banking system. The State guarantee covers those obligations with a maximum value of UF120 per person (Ch$2,030,400 or U.S.$3,387 as of December 31, 2003) per calendar year.

Reserve Requirements

Deposits are subject to a reserve requirement of 9.0% for demand deposits and 3.6% for time deposits. Banks are authorized to deduct daily from their foreign currency denominated liabilities subject to the reserve requirement, the balance in foreign currency of certain loans and financial investments held outside of Chile. The deductions should be done as follows:

• first, term liabilities denominated in foreign currency and subject to reserve requirements,

• second, if there is any positive difference, demand liabilities denominated in foreign currency and subject to reserve requirements, and

• finally, foreign loans subject to reserve requirements. The total amount deductible cannot exceed 70.0% of a bank’s effective equity.

The Central Bank has statutory authority to increase these percentages to up to 40% for demand deposits and up to 20% for time deposits, to implement monetary policy. In addition, we are subject to a reserve requirement applicable to Chilean banks pursuant to which we must hold a certain amount of assets in cash or in highly liquid instruments. This reserve is equal to the amount by which the daily balance of:

• deposits in checking accounts;

• other demand deposits or obligations payable on demand and incurred in the ordinary course of business;

• other deposits unconditionally payable immediately or within a term of less than 30 days; and

• time deposits payable within ten days in the aggregate exceeds 2.5 times the amount of our capital and reserves.

Chilean regulations also require that gaps between assets and liabilities maturing within less than 30 days not exceed a bank’s basic capital and that gaps among assets and liabilities maturing within less than 90 days not exceed twice a bank’s equity.

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Minimum Capital

Under the General Banking Law, a bank must have a minimum paid-in capital and reserves of UF800,000 (Ch$13,536 million or U.S.$22.6 million as of December 31, 2003). However, a bank may begin its operations with 50.0% of such amount, provided that it has a total capital ratio (defined as effective equity as a percentage of risk weighted assets) of not less than 12.0%. When such a bank’s paid-in capital reaches UF600,000 (Ch$10,152 million or U.S.$16.9 million as of December 31, 2003) the total capital ratio required is reduced to 10.0%.

Capital Adequacy Requirements

According to the General Banking Law, each bank should have an effective equity of at least 8.0% of its risk weighted assets (net) of required allowances. Effective equity is defined as the aggregate of:

• a bank’s paid-in capital and reserves, excluding capital attributable to subsidiaries and foreign branches, known ascapital básico (“Net Capital Base”),

• its subordinated bonds, considered at the issuing price (but decreasing 20.0% for each year during the period commencing six years prior to maturity), but not exceeding 50.0% of its Net Capital Base, and

• its voluntary allowances for loan losses, up to 1.25% of risk weighted assets to the extent these allowances exceed those required by law or regulation.

Banks should also have a Net Capital Base of at least 3.0% of its total assets (net) of required allowances. An amendment to the General Banking Law enacted on November 7, 2001 eliminated the exclusion of the investment in subsidiaries and foreign branches from the calculation of Net Capital Base.

The calculation of risk weighted assets is based on a five category risk classification system to be applied to a bank asset that is based on the Basle Committee recommendations.

Lending Limits

Under the General Banking Law, Chilean banks are subject to certain lending limits, including the following material limits:

• A bank may not extend to any entity or individual (or any one group of related entities), directly or indirectly, unsecured credit in an amount that exceeds 5.0% of the bank’s effective equity, or in an amount that exceeds 25.0% of its effective equity if the excess over 5.0% is secured by certain assets with a value equal to or higher than such excess. In the case of foreign export trade financing, the 5.0% ceiling for unsecured credits is 10.0% and the 25.0% ceiling for secured credits is 30.0%. In the case of financing infrastructure projects built through the concession mechanism, the 5.0% ceiling for unsecured credits is 15.0% if secured by a pledge over the concession, or if granted by two or more banks or finance companies which have executed a credit agreement with the builder or holder of the concession, while the ceiling for secured credits remains at 25%,

• a bank may not extend loans to another financial institution subject to the General Banking Law in an aggregate amount exceeding 30.0% of its effective equity,

• a bank may not directly or indirectly grant a loan whose purpose is to allow an individual or entity to acquire shares of the lender bank,

• a bank may not lend, directly or indirectly, to a director or any other person who has the power to act on behalf of the bank, and

• a bank may not grant loans to related parties (including holders of more than 1.0% of its shares, except in the case of companies which are actively traded on the Santiago Stock Exchange, like Corpbanca, in which case the limit is 5.0%) on more favorable terms than those generally offered to non-related

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parties. Loans granted to related parties are subject to the limitations described in the first bullet point above. In addition, the aggregate amount of loans to related parties may not exceed a bank’s effective equity.

In addition, the General Banking Law limits the aggregate amount of loans that a bank may grant to its employees to 1.5% of its effective equity, and provides that no individual employee may receive loans in excess of 10.0% of this 1.5% limit. Notwithstanding these limitations, a bank may grant to each of its employees a single residential mortgage loan for personal use once during such employee’s term of employment.

Allowances for Loan Losses

For purposes of the financial information presented in this registration statement, as of and for the period ending December 31, 2003, and for periods ending earlier, we have applied regulations of the Chilean Superintendency of Banks applicable to such periods. These regulations required us to estimate the allowance for loan losses based on global and individual allowances.

Global Allowance. The global allowance was calculated by multiplying the amounts outstanding in our loan portfolio by the greater of our “risk index” or 0.75% (2.0% for factoring operations). The risk index is derived from our management’s classification of our loan portfolio according to certain criteria relating to performance of the loans or, in the case of commercial loans, management’s estimate of the likelihood of default. More specifically, the risk index is computed by multiplying the aggregate amount of outstanding loans by the allowance percentage assigned to the relevant loan category. For a discussion of the loan categories that were in effect through December 31, 2003, see “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Allowances for Loan Losses.” As of December 31, 2003, our unconsolidated risk index was 1.59%, compared with an average for the Chilean financial system as a whole (i.e., all banks and finance companies) of 1.82%, as of October 31, 2003.

New regulations of the Chilean Superintendency of Banks, effective beginning January 1, 2004, changed the way that banks in Chile are required to calculate global allowances. These new regulations provide that the amount of global allowances be recorded according to a fixed loan categorization schedule. See “—New Regulations Relating to Classification of Banks and Loans—Classification of Loans” below and “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Classification of Loans (Effective as of January 1, 2004).”

Individual Allowance. Banks in Chile are required to maintain an individual allowance for loans on which any payment of principal or interest is 90 days or more overdue. The individual loan allowance calculation was not changed by the new Chilean Superintendency of Banks regulations and remains in effect. Our policy is to recognize loan loss allowances equal to 100.0% of the unsecured past due portion of individual loans. The allowances recognized consist of the global allowances for that individual loan plus an additional individual allowance such that the total allowances recorded (global and individual) equal 100.0% of the unsecured past due portion of individual loans. In the event that non-payment of a portion of a loan permits a bank to accelerate the loan, and the bank commences legal proceedings against the debtor to collect the full amount of the loan, the individual loan loss reserve must be equal to 100.0% of the entire outstanding amount of the loan within 90 days as of the filing of the lawsuit. The Chilean Superintendency of Banks has ruled that in the case of past due loans, individual loans loss reserves should be made only for the difference between 100.0% of the past due portion of a past due loan (or the full amount of the loan if the preceding sentence applies) and the reserve made for such loan when calculating the global loan loss reserve.

New Regulations Relating to Classification of Banks and Loans

Classification of Banks. The Chilean Superintendency of Banks examines and evaluates each financial institution’s credit management process, including its compliance with certain loan classification guidelines. Through December 31, 2003, the Chilean Superintendency of Banks classified banks and other financial institutions into three categories: I, II and III. Category I was reserved for institutions that fully complied with the

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loan classification guidelines. Institutions were rated as Category II if their loan classification system had deficiencies that must be corrected by the bank’s management. Category III indicated significant deviations from the Chilean Superintendency of Banks’ guidelines that clearly reflect inadequacies in the evaluation of the risk and estimated losses associated with loans. We have been classified as Category I from 1997 through 2003.

According to a new regulation effective January 1, 2004, banks are classified in Categories 1, 2, 3 or 4 depending on how the models and methods used by the bank to classify its loan portfolio and determine provisions for loan losses and probable losses vary from those determined by the Chilean Superintendency of Banks. Category 1 banks are those banks whose methods and models are satisfactory to the Chilean Superintendency of Banks. Category 1 banks will be entitled to continue using the same methods and models they currently have in place. A bank classified as a Category 2 bank must maintain the minimum levels of reserves established by the Chilean Superintendency of Banks. Once the Board of Directors of a Category 2 bank is made aware of any problems detected by the Chilean Superintendency of Banks it must take steps to correct them. Finally, banks classified in Categories 3 or 4 must maintain the minimum levels of reserves established by the Chilean Superintendency of Banks until they are authorized by the Chilean Superintendency of Banks to do otherwise. We have been classified in Category 1 since January 1, 2004.

Classification of Loans.For purposes of these new classifications, loans are divided into: (i) consumer loans (including loans granted to individuals for the purpose of financing the acquisition of consumer goods or payment of services); (ii) residential mortgage loans (including loans granted to individuals for the acquisition, construction or repair of residential real estate, in which the value of the property covers at least 100% of the amount of the loan); (iii) leasing operations (including consumer leasing, commercial leasing and residential leasing); (iv) factoring operations and (v) commercial loans (includes all loans other than consumer loans and residential mortgage loans).

In accordance with the new regulations, the models and methods used to classify our loan portfolio must conform to the guiding principles summarized below, which have been established by the Chilean Superintendency of Banks.

Models based on the analysis of commercial borrowers of Ch$100 million or more

The new regulations require that all commercial loans of Ch$100 million or more be assigned to a risk category level, determined by considering the following risk factors: the borrower’s (i) industry or sector, (ii) owners or managers, (iii) financial situation, (iv) payment capacity and (v) payment behavior. Based upon the analysis of the risk factors, the loan will be assigned to one of the risk categories. If the borrower has no apparent credit risk, the loan will be classified as either A1, A2 or A3. The loan will be classified as B if the borrower has some credit risk but no apparent deterioration of payment capacity. Finally, if the borrower has diminished capacity to repay its loans, it will be classified as either C1, C2, C3, C4, D1 or D2.

For loans classified as A1, A2, A3 and B, the Board of Directors of a bank is authorized to determine the levels of required allowances. For loans classified in Categories C1, C2, C3, C4, D1 and D2, the bank must have the following levels of allowances:

Classification	Estimated range of loss	Allowance
C1	Up to and including 3%	2	%
C2	More than 3% up to 19%	10	%
C3	More than 19% up to 29%	25	%
C4	More than 29% up to 49%	40	%
D1	More than 49% up to 79%	65	%
D2	More than 79%	90	%

For further information relating to the new classification system applicable to commercial loans of Ch$100 million or more, see “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Classification of Loan Portfolio Based on the Borrower’s Payment Performance.”

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Models based on group analysis

Under the new regulations, the levels of required allowances for commercial loans less than Ch$100 million and all consumer loans and mortgage loans are to be determined by the bank. This determination is made according to the estimated loss that may result from the loans, by classifying the loan portfolio using one or both of the following models: (i) a model based on the characteristics of the borrower and its outstanding loans, and/or (ii) a model based on the behavior of a group of loans. For the first model, the borrowers and their loans with similar characteristics will be placed into groups and each group will be assigned a risk level. For the second model, loans with analogous past payment histories and similar characteristics will be placed into groups and each group will be assigned a risk level.

Additional provisions and allowances

Historically, a bank could also voluntarily maintain additional allowances for loan losses in excess of the minimum amounts required as global and individual allowances. However, the new regulations in effect as of January 1, 2004 no longer permit this. Banks are now able to create provisions and allowances above the previously described limits only to cover specific risks that have been authorized by their Board of Directors.

We have begun provisioning in accordance with the new regulations as of January 1, 2004. The new classification system has not resulted, nor do we currently expect it to result, in any significant increase in our allowances for loan losses.

Obligations Denominated in Foreign Currencies

Foreign currency denominated obligations of Chilean banks are subject to four requirements.

• There is a reserve requirement of 9.0% for demand deposits and 3.6% for time deposits;

• A bank’s risk adjusted net asset (liability) foreign currency position cannot exceed 20% of its Net Capital Base;

• Under Central Bank regulations applicable since August 31, 1999, (1) the aggregate amount of our net foreign currency liabilities having an original maturity of less than 30 days cannot exceed our Net Capital Base and (2) the aggregate amount of our net foreign currency liabilities having an original maturity of less than 90 days cannot exceed twice our Net Capital Base; and

• After June 30, 2000, the interest rate mismatches of our foreign currency liabilities may not exceed 8.0% of our Net Capital Base.

Capital Markets

Under the General Banking Law, banks in Chile may purchase, sell, place, underwrite and act as paying agents with respect to certain debt securities. Likewise, banks in Chile may place and underwrite certain equity securities. Bank subsidiaries may also engage in debt placement and dealing, equity issuance advice and securities brokerage, as well as in financial leasing, mutual fund and investment fund administration, investment advisory services and merger and acquisition services. These subsidiaries are regulated by the Chilean Superintendency of Banks and, in some cases, also by the Superintendency of Securities and Insurance, the regulator of the Chilean securities market and of open-stock (public) corporations.

Legal Provisions Regarding Banking Institutions with Economic Difficulties

The General Banking Law provides that if specified adverse circumstances exist at any bank, its Board of Directors must correct the situation within 30 days from the date of receipt of the relevant financial statements. If the Board of Directors is unable to do so, it must call a special shareholders’ meeting to increase the capital of the bank by the amount necessary to return the bank to financial stability. If the shareholders reject the capital increase, or if it is not effected within the term and in the manner agreed to at the meeting, or if the Chilean Superintendency of Banks does not approve the Board of Directors proposal, the bank will be barred from increasing its loan portfolio beyond that stated in the financial statements presented to the Board of Directors and

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from making any further investments in any instrument other than in instruments issued by the Central Bank. In such a case, or in the event that a bank is unable to make timely payment in respect of its obligations or if a bank is under provisional administration of the Chilean Superintendency of Banks, the General Banking Law provides that the bank may receive a two-year term loan from another bank. The terms and conditions of such a loan must be approved by the directors of both banks, as well as by the Chilean Superintendency of Banks, but need not be submitted to the borrowing bank’s shareholders for their approval. In any event, a creditor bank cannot grant interbank loans to an insolvent bank in an amount exceeding 25.0% of the creditor bank’s effective equity. The Board of Directors of a bank that is unable to make timely payment of its obligations must present a reorganization plan to its creditors in order to capitalize the credits, extend their respective terms, forgive debts or take other measures for the payment of the debts. If the Board of Directors of a bank submits a reorganization plan to its creditors and such arrangement is approved, all subordinated debt issued by the bank, whether or not matured, will be converted by operation of law into common stock in the amount required for the ratio of effective equity to risk-weighted assets not to be lower than 12.0%. If a bank fails to pay an obligation, it must notify the Chilean Superintendency of Banks, which shall determine if the bank is solvent.

Dissolution and Liquidation of Banks

The Chilean Superintendency of Banks may establish that a bank should be liquidated for the benefit of its depositors or other creditors when such bank does not have the necessary solvency to continue its operations. In such case, the Chilean Superintendency of Banks must revoke a bank’s authorization to exist and order its mandatory liquidation, subject to agreement by the Central Bank. The Chilean Superintendency of Banks must also revoke a bank’s authorization if the reorganization plan of such bank has been rejected twice. The resolution by the Chilean Superintendency of Banks must state the reason for ordering the liquidation and must name a liquidator, unless the Superintendent of Banks assumes this responsibility. When a liquidation is declared, all checking accounts, other demand deposits received in the ordinary course of business, other deposits unconditionally payable immediately or that have a maturity of no more than 30 days, and any other deposits and receipts payable within 10 days, are required to be paid by using existing funds of the bank, its deposits with the Central Bank or its investments in instruments that represent its reserves. If these funds are insufficient to pay these obligations, the liquidator may seize the rest of the bank’s assets, as needed. If necessary and in specified circumstances, the Central Bank will lend the bank the funds necessary to pay these obligations. Any such loans are preferential to any claims of other creditors of the liquidated bank.

Investments in Foreign Securities

Under current Chilean banking regulations, banks in Chile may grant loans to foreign individuals and entities and invest in certain foreign currency securities. Chilean banks may only invest in equity securities of foreign banks and certain other foreign companies which may be affiliates of the bank or which would support the bank’s business if such companies were incorporated in Chile. Banks in Chile may also invest in debt securities traded in formal secondary markets. Such debt securities shall qualify as (1) securities issued or guaranteed by foreign sovereign states or their central banks or other foreign or international financial entities, and (2) bonds issued by foreign companies. Such foreign currency securities must have a minimum rating as follows:

Rating Agency	Short Term	Long Term
Moody’s	P2	Baa3
Standard and Poor’s	A3	BBB-
Fitch IBCA	F2	BBB-

A Chilean bank may invest in securities having a minimum rating as follows, provided that in case the total amount of these investments exceeds 20%, (or 30% in certain cases), of the effective equity of the bank, a provision of 100% of the excess shall be established by the bank:

Rating Agency	Short Term	Long Term
Moody’s	P2	Ba3
Standard and Poor’s	A3	BB-
Fitch IBCA	F2	BB-

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If investments in these securities and certain loans referred to below exceed 70% of the effective equity of the bank, a provision for 100% of the excess shall be established, unless the excess, up to 70% of the bank’s effective equity, is invested in securities having a minimum rating as follows:

Rating Agency	Short Term	Long Term
Moody’s	P1	Aa3
Standard and Poor’s	A-1+	AA-
Fitch IBCA	F1+	AA-

Subject to specific conditions, a bank may grant loans in dollars to subsidiaries or branches of Chilean companies located abroad, to companies listed on foreign stock exchanges authorized by the Central Bank and, in general, to individuals and entities domiciled abroad, as long as the Central Bank is kept informed of such activities.

In the event that the sum of the investments of a bank in foreign currency and of the commercial and foreign trade loans granted to foreign individuals and entities exceeds 70.0% of the effective equity of such bank, the excess is subject to a mandatory reserve of 100.0%.

Selected Statistical Information

The following information included for analytical purposes and should be read in conjunction with our financial statements as well as “Item 5. Operating and Financial Review and Prospects.” Pursuant to Chilean GAAP, unless otherwise indicated, financial data in the following tables as of December 31, 1999, 2000, 2001, 2002 and 2003 has been expressed in constant pesos as of December 31, 2003. The UF is linked to, and is adjusted daily to, reflect changes in the previous month’s CPI.

Average Balance Sheets, Income Earned from Interest-Earning Assets and Interest Paid on Interest-Bearing Liabilities

The average balances for interest-earning assets and interest-bearing liabilities, including interest and readjustments received and paid, have been calculated on the basis of daily balances for us on an unconsolidated basis. Unless otherwise set forth herein, such average balances as they apply to the operations of our subsidiaries were calculated on the basis of month-end balances. Such average balances are presented in pesos (Ch$), inUnidades de Fomento (UF) and in foreign currencies (principally U.S.$).

The nominal interest rate has been calculated by dividing the amount of interest and principal readjustment due to changes in the UF index (gain or loss) during the period by the related average balance, both amounts expressed in constant pesos. The nominal rates calculated for each period have been converted into real rates using the following formulas:

Rp = 1 + Np 1 + I – 1 Rd = (1 + Nd)(1 + D) 1 + I – 1

Where:

Rp= real average rate for peso-denominated assets and liabilities (in Ch$ and UF) for the period;

Rd= real average rate for foreign currency denominated assets and liabilities for the period;

Np= average nominal rate for peso-denominated assets and liabilities for the period;

Nd= average nominal rate for foreign currency denominated assets and liabilities for the period;

D= devaluation rate of the peso to the U.S. dollar for the period; and

I= inflation rate in Chile for the period (based on the variation of the Chilean consumer price index).

The real interest rate can be negative for a portfolio of peso-denominated loans when the inflation rate for the period is higher than the average nominal rate of the loan portfolio for the same period. A similar effect could occur for a portfolio of foreign currency denominated loans when the inflation rate for the period is higher than the sum of the devaluation rate for the period and the corresponding average nominal rate of the portfolio.

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The formula for the average real rate for foreign currency denominated assets and liabilities (Rd) reflects a gain or loss in purchasing power caused by the difference between the devaluation rate of the peso and the inflation rate in Chile during the period.

The following example illustrates the calculation of the real interest rate for a dollar-denominated asset bearing a nominal annual interest rate of 10.0% (Nd = 0.10), assuming a 5.0% annual devaluation rate (D = 0.05) and a 12.0% annual inflation rate (I = 0.12):

Rd = (1 + 0.10)(1 + 0.05) 1 + 0.12 – 1 = 3.125% per year

In the example, since the inflation rate was higher than the devaluation rate, the real rate is lower than the nominal rate in dollars. If, for example, the annual devaluation rate were 15.0%, using the same numbers, the real rate in pesos would be 12.9%, which is higher than the nominal rate in U.S. dollars. Using the same numbers, if the annual inflation rate were greater than 15.5%, the real rate would be negative.

Contingent loans (consisting of guarantees and open and unused letters of credit) have been treated as interest-earning assets. Although the nature of the income derived from such assets is similar to a fee, Chilean banking regulations require that such income be accounted for as interest revenue. As a result of this treatment, the comparatively low rates of interest earned on these assets have a distorting effect on the average interest rate earned on total interest-earning assets.

The real rate for contingent loans has been stated as the nominal rate, since we do not have an effective funding obligation for these loans. The foreign exchange gains or losses on foreign currency denominated assets and liabilities have not been included in interest revenue or expense. Similarly, interest on financial investments does not include trading gains or losses on these investments. Interest is not recognized during periods in which loans are past due. However, interest received on past due loans includes interest on such loans from the original maturity date.

Non-performing loans that are not yet 90 days or more overdue have been included in each of the various categories of loans, and therefore affect the various averages. Non-performing loans consist of commercial loans included in Category C for more than one year, all commercial loans included in Category D and loans (or portions thereof) that are overdue. We cease to accrue interest on loans as soon as they become overdue. Past due loans include, with respect to any loan, the portion of principal or interest that is 90 or more days overdue, and do not include the portion of such loan that is not overdue or that is less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. This practice differs from that normally followed in the United States where the amount classified as past due would include the total principal and interest on all loans which have any portion overdue.

Included in interbank deposits are accounts maintained in the Central Bank and foreign banks. Such assets have a distorting effect on the average interest rate earned on total interest-earning assets because currently balances maintained in peso amounts do not earn interest, and the only balances held in a foreign currency that earn interest are those maintained in U.S. dollars, but those only earn interest on the amounts that are legally required to be held for liquidity purposes. Additionally, this account includes interest earned by overnight investments. Consequently, the average interest earned on such assets is comparatively low. We maintain these deposits in these accounts to comply with statutory requirements and to facilitate international business, rather than to earn income.

The monetary gain or loss on interest-earning assets and interest-bearing liabilities is not included as a component of interest revenue or interest expense because inflation effects are taken into account in the calculation of real interest rates.

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The following tables show, by currency of denomination, average balances and, where applicable, interest amounts, nominal rates and real rates for our assets and liabilities for the years ended December 31, 2001, 2002 and 2003:

	Year Ended December 31,
	2001								2002								2003
	Average Balance		Interest Earned		Average Nominal Rate		Average Real Rate		Average Balance		Interest Earned		Average Nominal Rate		Average Real Rate		Average Balance		Interest Earned		Average Nominal Rate		Average Real Rate
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
ASSETS
Interest Earning Assets
Interbank deposits
Ch$	Ch$	26,545	Ch$	451	1.7	%	(0.9	)%	Ch$	19,754	Ch$	296	1.5	%	(1.3	)%	Ch$	68,683	Ch$	412	0.6	%	(0.5	)%
UF		—		—	—		—			—		—	—		—			—		—	—		—
Foreign currency		13,351		761	5.7		18.1			19,006		491	2.6		8.4			16,025		297	1.9		(15.3	)
Total		39,896		1,212	3.0		5.5			38,760		787	2.0		3.5			84,708		709	0.8		(3.3	)
Financial investments(1)
Ch$		11,241		917	8.2		5.4			14,959		957	6.4		3.5			70,556		3,518	5.0		3.8
UF		141,337		17,372	12.3		9.4			181,278		16,457	9.1		6.1			193,747		8,527	4.4		3.3
Foreign currency		85,371		6,567	7.7		20.3			101,916		6,619	6.5		12.5			70,755		3,865	5.5		(12.3	)
Total		237,949		24,856	10.4		13.1			298,153		24,033	8.1		8.2			335,058		15,910	4.7		0.1
Loans
Ch$		327,159		72,642	22.2		19.1			439,672		71,960	16.4		13.2			651,933		75,494	11.6		10.4
UF		560,478		63,120	11.3		8.4			517,875		49,968	9.6		6.7			488,055		29,427	6.0		4.9
Foreign currency		144,205		9,917	6.9		19.4			224,999		8,728	3.9		9.7			281,356		8,000	2.8		(14.4	)
Total		1,031,842		145,679	14.1		13.4			1,182,546		130,656	11.0		9.7			1,421,344		112,921	7.9		3.6
Mortgage loans
Ch$		—		—	—		—			—		—	—		—			—		—	—		—
UF		171,165		19,366	11.3		8.5			199,220		22,504	11.3		8.3			266,730		21,772	8.2		7.0
Foreign currency		—		—	—		—			—		—	—		—			—		—	—		—
Total		171,165		19,366	11.3		8.5			199,220		22,504	11.3		8.3			266,730		21,772	8.2		7.0
Contingent loans
Ch$		21,159		2	—		—			24,580		4	—		—			27,447		—	—		—
UF		44,390		—	—		—			51,233		—	—		—			62,198		—	—		—
Foreign currency		28,855		113	0.4		12.1			43,753		122	0.3		5.9			78,961		183	0.2		(16.6	)
Total		94,404		115	0.1		3.7			119,566		126	0.1		2.2			168,606		183	0.1		(7.8	)
Past due loans
Ch$		7,904		1,345	17.0		14.1			9,046		2,389	26.4		23.0			9,172		2,326	25.4		24.0
UF		15,548		702	4.5		1.9			19,268		1,545	8.0		5.1			19,432		1,591	8.2		7.0
Foreign currency		232		—	—		—			689		—	—		—			290		5	1.7		(15.4	)
Total		23,684		2,047	8.6		5.9			29,003		3,934	13.6		10.5			28,894		3,922	13.6		12.2

(1) Beginning in 2001, certain of our financial investments (including repurchase agreements) were accounted for on the books of our subsidiary Corp Corredores de Bolsa S.A., and were not categorized by currency. As such, it is not possible to calculate average balances by currency for such financial investments after January 1, 2001 on the basis of daily, weekly or monthly balances. These figures have been calculated on the basis of yearly balances for 2001, and beginning in 2002, these figures have been calculated on the basis of quarterly balances.

41

	Year Ended December 31,
	2001									2002									2003
	Average Balance			Interest Earned		Average Nominal Rate		Average Real Rate		Average Balance			Interest Earned		Average Nominal Rate		Average Real Rate		Average Balance			Interest Earned		Average Nominal Rate		Average Real Rate
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Total interest earning assets
Ch$		394,008			75,357	19.1		16.1			508,011			75,606	14.9		11.8			827,791			81,750	9.9		8.7
UF		932,918			100,560	10.8		8.0			968,874			90,474	9.3		6.4			1,030,162			61,317	6.0		4.8
Foreign currency		272,014			17,358	6.4		18.8			390,363			15,960	4.1		10.0			447,387			12,350	2.8		(14.5	)
Total	Ch$	1,598,940		Ch$	193,275	12.1	%	11.8	%	Ch$	1,867,248		Ch$	182,040	9.7	%	8.6	%	Ch$	2,305,340		Ch$	155,417	6.7	%	2.4	%
Non-Interest Earning Assets
Cash
Ch$		81,523			—	—		—			87,672			—	—		—			44,752			—	—		—
UF		—			—	—		—			—			—	—		—			—			—	—		—
Foreign currency		12,605			—	—		—			13,948			—	—		—			17,600			—	—		—
Total		94,128			—	—		—			101,620			—	—		—			62,352			—	—		—
Allowance for loan losses
Ch$		(31,656	)		—	—		—			(37,251	)		—	—		—			(41,593	)		—	—		—
UF		—			—	—		—			—			—	—		—			—			—	—		—
Foreign currency		—			—	—		—			—			—	—		—			—			—	—		—
Total		(31,656	)		—	—		—			(37,251	)		—	—		—			(41,593	)		—	—		—
Fixed assets
Ch$		44,132			—	—		—			40,925			—	—		—			42,497			—	—		—
UF		—			—	—		—			—			—	—		—			—			—	—		—
Foreign currency		—			—	—		—			—			—	—		—			—			—	—		—
Total		44,132			—	—		—			40,925			—	—		—			42,497			—	—		—
Other assets
Ch$		455,460			—	—		—			456,921			—	—		—			450,917			—	—		—
UF		7,317			—	—		—			6,174			—	—		—			4,450			—	—		—
Foreign currency		312,110			—	—		—			292,439			—	—		—			311,558			—	—		—
Total		774,887			—	—		—			755,534			—	—		—			766,925			—	—		—
Total non-interest earning assets
Ch$		549,459			—	—		—			548,267			—	—		—			496,573			—	—		—
UF		7,317			—	—		—			6,174			—	—		—			4,450			—	—		—
Foreign currency		324,715			—	—		—			306,387			—	—		—			329,158			—	—		—
																									��
Total		881,491			—	—		—			860,828				—		—			830,181			—	—		—
TOTAL ASSETS(2)
Ch$		943,467			75,357	—		—			1,056,278			75,606	—		—			1,324,364			81,750	—		—
UF		940,235			100,560	—		—			975,048			90,474	—		—			1,034,612			61,317	—		—
Foreign currency		596,729			17,358	—		—			696,750			15,960	—		—			776,545			12,350	—		—
Total	Ch$	2,480,431		Ch$	193,275	—		—		Ch$	2,728,076		Ch$	182,040	—		—		Ch$	3,135,521		Ch$	155,417	—		—

(2) Represent total of interest-earning and non-interest earning assets.

42

	Year ended December 31,
	2001								2002									2003
	Average Balance		Interest Paid		Average Nominal Rate		Average Real Rate		Average Balance		Interest Paid		Average Nominal Rate		Average Real Rate			Average Balance		Interest Paid			Average Nominal Rate		Average Real Rate
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
LIABILITIES
Interest-Bearing Liabilities
Savings accounts
Ch$	Ch$	—	Ch$	—	—		—		Ch$	—	Ch$	—	—		—			Ch$	—	Ch$	—		—		—
UF		18,197		1,224	6.7		4.0			16,510		671	4.1		1.2				14,952		218		1.5		0.4
Foreign currency		—		—	—		—			—		—	—		—				—		—		—		—
Total		18,197		1,224	6.7		4.0			16,510		671	4.1		1.2				14,952		218		1.5		0.4
Time deposits
Ch$		286,487		18,303	6.4		3.7			658,046		31,040	4.7		1.9				651,375		21,172		3.3		2.1
UF		507,005		38,377	7.6		4.8			262,883		14,986	5.7		2.8				373,079		8,761		2.3		1.2
Foreign currency		108,066		4,587	4.2		16.4			147,819		2,954	2.0		7.8				143,663		2,049		1.4		(15.6	)
Total		901,558		61,267	6.8		5.8			1,068,748		48,980	4.6		2.9				1,168,117		31,982		2.7		(0.4	)
Central Bank borrowings
Ch$		2,828		189	6.7		4.0			3,835		155	4.0		1.2				3,399		91		2.7		1.6
UF		1,147		101	8.8		6.0			680		33	4.9		2.0				144		(6	)	(4.2	)	(5.2	)
Foreign currency		427		31	7.3		19.9			157		3	1.9		7.7				884		14		1.6		(15.5	)
Total		4,402		321	7.3		6.1			4,672		191	4.1		1.5				4,427		99		2.2		(2.0	)
Repurchase agreements(1)
Ch$		35,213		3,121	8.9		6.1			36,428		1,641	4.5		1.7				45,786		1,525		3.3		2.2
UF		2,060		207	10.0		7.3			2,298		105	4.6		1.7				1,650		58		3.5		2.4
Foreign currency		2,787		275	9.9		22.7			3,848		177	4.6		10.5				5,633		199		3.5		(13.9	)
Total		40,060		3,603	9.0		7.3			42,574		1,923	4.5		2.5				53,069		1,782		3.4		0.5
																	��
Mortgage finance bonds
Ch$		—		—	—		—			—		—	—		—				—		—		—		—
UF		172,059		16,829	9.8		7.0			196,993		18,619	9.5		6.5				234,509		16,042		6.8		5.7
Foreign currency		—		—	—		—			—		—	—		—				—		—		—		—
Total		172,059		16,829	9.8		7.0			196,993		18,619	9.5		6.5				234,509		16,042		6.8		5.7
Other interest-bearing liabilities
Ch$		22,688		1,636	7.2		4.5			27,813		1,692	6.1		3.2				53,070		1,739		3.3		2.2
UF		103,435		11,764	11.4		8.6			80,082		7,934	9.9		6.9				71,043		5,782		8.1		7.0
Foreign currency		42,752		1,941	4.5		16.8			87,632		2,191	2.5		8.3				143,927		2,172		1.5		(15.6	)
Total		168,875		15,341	9.1		10.1			195,527		11,817	6.0		7.0				268,040		9,693		3.6		(6.1	)
Total interest-bearing liabilities
Ch$		347,216		23,249	6.7		4.0			726,122		34,528	4.8		1.9				753,630		24,527		3.3		2.1
UF		803,903		68,502	8.5		5.8			559,446		42,348	7.6		4.6				695,377		30,855		4.4		3.3
Foreign currency		154,032		6,834	4.4		16.7			239,456		5,325	2.2		8.0				294,107		4,434		1.5		(15.6	)
Total	Ch$	1,305,151	Ch$	98,585	7.6	%	6.6	%	Ch$	1,525,024	Ch$	82,201	5.4	%	3.8	%		Ch$	1,743,114	Ch$	59,816		3.4	%	(0.4	)%

(1) Beginning in 2001, certain of our financial investments (including repurchase agreements) were accounted for on the books of our subsidiary Corp Corredores de Bolsa S.A., and were not categorized by currency. As such, it is not possible to calculate average balances by currency for such financial investments after January 1, 2001 on the basis of daily, weekly or monthly balances. These figures have been calculated on the basis of yearly balances for 2001, and beginning in 2002, these figures have been calculated on the basis of quarterly balances.

43

	Year ended December 31,
	2001						2002						2003
	Average Balance		Interest Paid		Average Nominal Rate	Average Real Rate	Average Balance		Interest Paid		Average Nominal Rate	Average Real Rate	Average Balance		Interest Paid		Average Nominal Rate	Average Real Rate
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Non-Interest Bearing Liabilities And Shareholders’ Equity
Non-interest-bearing demand deposits
Ch$	Ch$	205,734		—	—	—	Ch$	199,141		—	—	—	Ch$	205,196		—	—	—
UF		—		—	—	—		—		—	—	—		—	��	—	—	—
Foreign currency		9,015		—	—	—		11,326		—	—	—		10,872		—	—	—
Total		214,749		—	—	—		210,467		—	—	—		216,068		—	—	—
Contingent obligations
Ch$		21,474		—	—	—		24,862		—	—	—		27,733		—	—	—
UF		44,074		—	—	—		50,950		—	—	—		61,900		—	—	—
Foreign currency		29,354		—	—	—		44,465		—	—	—		79,326		—	—	—
Total		94,902		—	—	—		120,277		—	—	—		168,959		—	—	—
Other non-interest-bearing
Ch$		290,721		—	—	—		274,169		—	—	—		289,176		—	—	—
UF		9,793		—	—	—		6,131		—	—	—		3,559		—	—	—
Foreign currency		396,768		—	—	—		394,432		—	—	—		386,351		—	—	—
Total		697,282		—	—	—		674,732		—	—	—		679,086		—	—	—
Shareholders’ equity
Ch$		168,347		—	—	—		197,576		—	—	—		328,294		—	—	—
UF		—		—	—	—		—		—	—	—		—		—	—	—
Foreign currency		—		—	—	—		—		—	—	—		—		—	—	—
Total		168,347		—	—	—		197,576		—	—	—		328,294		—	—	—
Total non-interest-bearing liabilities and shareholders’ equity
Ch$		686,276		—	—	—		695,748		—	—	—		850,399		—	—	—
UF		53,867		—	—	—		57,081		—	—	—		65,459		—	—	—
Foreign currency		435,137		—	—	—		450,223		—	—	—		476,549		—	—	—
Total		1,175,280		—	—	—		1,203,052		—	—	—		1,392,407		—	—	—
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY(2)
Ch$		1,033,492		23,249	—	—		1,421,870		34,528	—	—		1,604,029		24,527	—	—
UF		857,770		68,502	—	—		616,527		42,348	—	—		760,836		30,855	—	—
Foreign currency		589,169		6,834	—	—		689,679		5,325	—	—		770,656		4,434	—	—
Total	Ch$	2,480,431	Ch$	98,585	—	—	Ch$	2,728,076	Ch$	82,201	—	—	Ch$	3,135,521	Ch$	59,816	—	—

(2) Represent total of interest-bearing and non interest-bearing liabilities and shareholders’ equity.

44

Interest Earning Assets—Net Interest Margin

The following table analyzes, by currency of denomination, our levels of average interest-earning assets and net interest, and illustrates the comparative margins obtained, for each of the periods indicated:

	Year ended December 31,
	2001			2002			2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Total average interest earning assets
Ch$	Ch$	394,008		Ch$	508,011		Ch$	827,791
UF		932,918			968,874			1,030,162
Foreign currency		272,014			390,363			447,387
Total	Ch$	1,598,940		Ch$	1,867,248		Ch$	2,305,340
Net interest earned(1)
Ch$	Ch$	52,108		Ch$	41,078		Ch$	57,223
UF		32,058			48,126			30,462
Foreign currency		10,524			10,635			7,916
Total	Ch$	94,690		Ch$	99,839		Ch$	95,601
Net interest margin, nominal basis(2)
Ch$		13.2	%		8.1	%		6.9	%
UF		3.4	%		5.0	%		3.0	%
Foreign currency		3.9	%		2.7	%		1.8	%
Total		5.9	%		5.3	%		4.1	%

(1) Net interest earned is defined as interest revenue earned less interest expense incurred.

(2) Net interest margin is defined as net interest earned divided by average interest earning assets.

45

Changes in Net Interest Revenue and Interest Expense—Volume and Rate Analysis

The following tables allocate, by currency of denomination, changes in our net interest revenue between changes in the average volume of interest-earning assets and interest-bearing liabilities and changes in their respective nominal interest rates from 2001 to 2002 and from 2002 to 2003. Volume and rate variances have been calculated based on movements in average balances over the year and changes in nominal interest rates, average interest-earning assets and average interest-bearing liabilities. The net change attributable to changes in both volume and rate has been allocated proportionately to the change due to volume and the change due to rate.

	Increase (decrease) from 2001 to 2002 due to changes in									Net change from 2001 to 2002			Increase (decrease) from 2002 to 2003 due to changes in									Net change from 2002 to 2003
	Volume			Rate			Rate and Volume						Volume			Rate			Rate and Volume
Interest earning assets
Interbank deposits
Ch$	Ch$	(115	)	Ch$	(53	)	Ch$	13		Ch$	(155	)	Ch$	733		Ch$	(178	)	Ch$	(439	)	Ch$	116
UF		—			—			—			—			—			—			—			—
Foreign currency		322			(416	)		(176	)		(270	)		(77	)		(139	)		22			(194	)
Total		207			(469	)		(163	)		(425	)		656			(317	)		(417	)		(78	)
Financial investments(1)
Ch$		303			(198	)		(65	)		40			3,557			(211	)		(785	)		2,561
UF		4,909			(4,541	)		(1,283	)		(915	)		1,132			(8,479	)		(583	)		(7,930	)
Foreign currency		1,273			(1,023	)		(198	)		52			(2,024	)		(1,052	)		322			(2,754	)
Total		6,485			(5,762	)		(1,546	)		(823	)		2,665			(9,742	)		(1,046	)		(8,123	)
Loans
Ch$		24,982			(19,097	)		(6,567	)		(682	)		34,740			(21,046	)		(10,160	)		3,534
UF		(4,798	)		(9,041	)		687			(13,152	)		(2,877	)		(18,743	)		1,079			(20,541	)
Foreign currency		5,556			(4,323	)		(2,422	)		(1,189	)		2,186			(2,330	)		(584	)		(728	)
Total		25,740			(32,461	)		(8,302	)		(15,023	)		34,049			(42,119	)		(9,665	)		(17,735	)
Mortgage loans	��
Ch$		—			—			—			—			—			—			—			—
UF		3,174			(31	)		(5	)		3,138			7,626			(6,243	)		(2,115	)		(732	)
Foreign currency		—			—			—			—			—			—			—			—
Total		3,174			(31	)		(5	)		3,138			7,626			(6,243	)		(2,115	)		(732	)
Contingent loans
Ch$		—			1			1			2			—			(4	)		—			(4	)
UF		—			—			—			—			—			—			—			—
Foreign currency		58			(33	)		(16	)		9			98			(21	)		(16	)		61
Total		58			(32	)		(15	)		11			98			(25	)		(16	)		57
Past due loans
Ch$		194			742			108			1,044			33			(95	)		(1	)		(63	)
UF		168			545			130			843			13			33			—			46
Foreign currency		—			—			—			—			—			12			(7	)		5
Total		362			1,287			238			1,887			46			(50	)		(8	)		(12	)
Total interest earning assets
Ch$		25,364			(18,605	)		(6,510	)		249			39,063			(21,534	)		(11,385	)		6,144
UF		3,453			(13,068	)		(471	)		(10,086	)		5,894			(33,432	)		(1,619	)		(29,157	)
Foreign currency		7,209			(5,795	)		(2,812	)		(1,398	)		183			(3,530	)		(263	)		(3,610	)
Total	Ch$	36,026		Ch$	(37,468	)	Ch$	(9,793	)	Ch$	(11,235	)	Ch$	45,140		Ch$	(58,496	)	Ch$	(13,267	)	Ch$	(26,623	)

(1) Beginning in 2001, certain of our financial investments (including repurchase agreements) were accounted for on the books of our subsidiary Corp Corredores de Bolsa S.A., and were not categorized by currency. As such, it is not possible to calculate average balances by currency for such financial investments after January 1, 2001 on the basis of daily, weekly or monthly balances. These figures have been calculated on the basis of yearly balances for 2001, and beginning in 2002, these figures have been calculated on the basis of quarterly balances.

46

	Increase (decrease) from 2001 to 2002 due to changes in									Net change from 2001 to 2002			Increase (decrease) from 2002 to 2003 due to changes in										Net change from 2002 to 2003
	Volume			Rate			Rate and Volume						Volume			Rate			Rate and  Volume
Interest bearing liabilities
Savings accounts
Ch$	Ch$	—		Ch$	—		Ch$	—		Ch$	—		Ch$	—		Ch$	—		Ch$	—			Ch$	—
UF		(113	)		(484	)		44			(553	)		(63	)		(430	)		40				(453	)
Foreign currency		—			—			—			—			—			—			—				—
Total		(113	)		(484	)		44			(553	)		(63	)		(430	)		40				(453	)
Time deposits
Ch$		23,738			(4,789	)		(6,212	)		12,737			(315	)		(9,651	)		98				(9,868	)
UF		(18,478	)		(9,474	)		4,561			(23,391	)		6,282			(8,813	)		(3,694	)			(6,225	)
Foreign currency		1,687			(2,427	)		(893	)		(1,633	)		(83	)		(846	)		24				(905	)
Total		6,947			(16,690	)		(2,544	)		(12,287	)		5,884			(19,310	)		(3,572	)			(16,998	)
Central Bank borrowings
Ch$		67			(75	)		(26	)		(34	)		(18	)		(52	)		6				(64	)
UF		(41	)		(45	)		18			(68	)		(26	)		(61	)		48				(39	)
Foreign currency		(20	)		(23	)		15			(28	)		14			(1	)		(2	)			11
Total		6			(143	)		7			(130	)		(30	)		(114	)		52				(92	)
Repurchase agreements(1)
Ch$		108			(1,535	)		(53	)		(1,480	)		422			(428	)		(110	)			(116	)
UF		24			(113	)		(13	)		(102	)		(30	)		(24	)		7				(47	)
Foreign currency		105			(147	)		(56	)		(98	)		82			(41	)		(19	)			22
Total		237			(1,795	)		(122	)		(1,680	)		474			(493	)		(122	)			(141	)
Mortgage finance bonds
Ch$		—			—			—			—			—			—			—				—
UF		2,439			(567	)		(82	)		1,790			3,546			(5,143	)		(980	)			(2,577	)
Foreign currency		—			—			—			—			—			—			—				—
Total		2,439			(567	)		(82	)		1,790			3,546			(5,143	)		(980	)			(2,577	)
Other interest bearing liabilities																						��
Ch$		370			(256	)		(58	)		56			1,537			(781	)		(709	)			47
UF		(2,656	)		(1,516	)		342			(3,830	)		(896	)		(1,416	)		160				(2,152	)
Foreign currency		2,038			(872	)		(916	)		250			1,408			(869	)		(558	)			(19	)
Total		(248	)		(2,644	)		(632	)		(3,524	)		2,049			(3,066	)		(1,107	)			(2,124	)
Total interest bearing liabilities
Ch$		24,283			(6,655	)		(6,349	)		11,279			1,626			(10,912	)		(715	)			(10,001	)
UF		(18,825	)		(12,199	)		4,870			(26,154	)		8,813			(15,887	)		(4,419	)			(11,493	)
Foreign currency		3,810			(3,469	)		(1,850	)		(1,509	)		1,421			(1,757	)		(555	)			(891	)
Total	Ch$	9,268		Ch$	(22,323	)	Ch$	(3,329	)	Ch$	(16,384	)	Ch$	11,860		Ch$	(28,556	)	Ch$	(5,689	)		Ch$	(22,385	)

(1) Beginning in 2001, certain of our financial investments (including repurchase agreements) were accounted for on the books of our subsidiary Corp Corredores de Bolsa S.A., and were not categorized by currency. As such, it is not possible to calculate average balances by currency for such financial investments after January 1, 2001 on the basis of daily, weekly or monthly balances. These figures have been calculated on the basis of yearly balances for 2001, and beginning in 2002, these figures have been calculated on the basis of quarterly balances.

47

Return on Equity and Assets

The following table sets forth our return on average shareholders’ equity and average total assets and related information for each of the periods indicated.

	As of December 31,
	2001		2002		2003
Return on assets (net income divided by average total assets)	1.2	%	1.3	%	1.6	%
Return on equity (net income divided by average shareholders’ equity)	17.6	%	18.2	%	15.3	%
Dividend payout ratio (dividends declared per share divided by net income per share)	—		50.0	%(1)	50.0	%(1)
Equity to assets ratio (average shareholders’ equity divided by average total assets)	6.8	%	7.2	%	10.5	%

(1) Dividends are declared after year end

Investment Portfolio

The following table sets forth our investment in Chilean government and corporate securities and certain other financial investments as of December 31, 2001, 2002 and 2003. Financial investments which have a secondary market are carried at market value. All other financial investments are carried at acquisition cost, plus accrued interest and indexation adjustments, as applicable.

	As of December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Central Bank and government securities
Marketable debt securities(1)	Ch$	30,079	Ch$	32,208	Ch$	76,287
Investments under agreements to repurchase(2)		19,776		—		28,566
Investments purchased under agreements to resell		7,298		15,692		17,916
Subtotal		57,153		47,900		122,769
Corporate securities
Marketable securities(1)(4)		140,247		182,305		231,840
Mortgage finance bonds issued by Corpbanca(3)		58,189		—		—
Investments under agreements to repurchase(2)		29,163		42,705		31,988
Other investments(3)		3,225		3,431		2,788
Subtotal		230,824		228,441		266,616
Time deposits in Chilean institutions		65		767		70,919
Total	Ch$	288,042	Ch$	277,108	Ch$	460,304

(1) Including market value adjustment.

(2) Under Chilean GAAP, investment securities that are sold subject to repurchase agreements are reclassified as “Investments under agreements to repurchase.”

(3) Investments held to maturity.

(4) In addition to the securities issued by the Chilean Central Bank and Chilean government disclosed above, we also have a concentration of investments in time deposits (MCh$20,009) and mortgage securities (MCh$46,056) issued by Banco Estado, representing approximately 20% of our shareholders’ equity at December 31, 2003. Other than as stated in this footnote, we do not hold securities of any issuer with respect to which the aggregate book value of the investment exceeds 10% of our stockholder’s equity as of the end of the latest reported period.

Under Chilean GAAP, investments held for trading must be marked-to-market.

48

The following table sets forth an analysis of our investments, by time remaining to maturity and the weighted average nominal rates of such investments, as of December 31, 2003:

	Within one year		Weighted Average Nominal Rate		After one year but within five years		Weighted Average Nominal Rate		After five year but within ten years		Weighted Average Nominal Rate		After ten years		Weighted Average Nominal Rate		Total
	(In millions of constant Ch$ as of December 31, 2003, except for percentages)
Central Bank and government securities
Marketable debt securities	Ch$	43,487	2.8	%	Ch$	26,860	3.4	%	Ch$	5,940	4.3	%	Ch$	—	—		Ch$	76,287
Investments under agreements to repurchase		5,449	0.8	%		22,820	3.3	%		297	1.3	%		—	—			28,566
Investments purchased under agreements to resell		17,916	2.2	%		—	—			—	—			—	—			17,916
Subtotal		66,852	2.5	%		49,680	3.4	%		6,237	4.2	%		—	—			122,769
Corporate securities
Marketable securities		24,050	5.3	%		95,245	5.3	%		89,203	5.6	%		23,342	5.6	%		231,840
Investments under agreements to repurchase		3,633	4.9	%		16,882	4.9	%		10,252	5.1	%		1,221	5.0	%		31,988
Other investments		2,788	2.6	%		—	—			—	—			—	—			2,788
Subtotal		30,471	5.0	%		112,127	5.2	%		99,455	5.5	%		24,563	5.6	%		266,616
Time deposits in Chilean institutions		69,117	0.6	%		1,802	1.4	%		—	—			—	—			70,919
Total	Ch$	166,440	2.2	%	Ch$	163,609	4.6	%	Ch$	105,692	5.4	%	Ch$	24,563	5.6	%	Ch$	460,304

49

Loan Portfolio

The following table analyzes our loans by type of loan. Except where otherwise specified, all loan amounts stated below are before deduction for the allowance for loan losses. Total loans reflect our loan portfolio, including past due principal amounts.

	As of December 31,
	1999		2000		2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Commercial loans
General commercial loans	Ch$	497,432	Ch$	597,118	Ch$	660,705	Ch$	751,976	Ch$	970,240
Foreign trade loans		79,458		112,817		140,693		171,564		139,488
Interbank loans		52,600		16,073		27,030		22,602		4,000
Leasing contracts		55,188		88,643		113,891		130,929		153,952
Factored receivables		—		—		44,027		35,896		37,241
Other outstanding loans		43,622		43,971		41,437		36,132		40,516
Subtotal commercial loans		728,300		858,622		1,027,783		1,149,099		1,345,437
Mortgage loans
Residential		46,608		45,216		52,790		65,414		100,250
Commercial		108,527		104,723		127,107		157,670		205,330
Subtotal mortgage loans		155,135		149,939		179,897		223,084		305,580
Consumer loans		201,852		167,264		159,134		183,068		218,127
Past due loans
Commercial loans		13,561		16,841		15,697		20,438		17,545
Residential mortgage loans		3,551		3,703		5,756		7,176		7,324
Consumer loans		1,794		1,277		1,045		955		1,004
Past due loans		18,906		21,821		22,498		28,569		25,873
Subtotal		1,104,193		1,197,646		1,389,312		1,583,820		1,895,017
Contingent loans(1)		96,749		91,826		112,674		143,251		197,594
Total loans(2)	Ch$	1,200,942	Ch$	1,289,472	Ch$	1,501,986	Ch$	1,727,071	Ch$	2,092,611

(1) For purposes of loan classification, contingent loans are considered commercial loans.

(2) All of the above categories except mortgage loans, past due loans and contingent loans are combined into “Loans” as reported in the tables set forth under “Item 4: Information on the Company-Selected Statistical Information—Average Balance Sheets, Income Earned from Interest Earning Assets and Interest Paid on Interest-Bearing Liabilities.”

The loan categories are as follows:

Commercial loans are long-term and short-term loans granted to Chilean corporations and individuals in pesos, U.F. or U.S.$ on an adjustable or fixed rate basis, primarily to finance working capital or investments. Commercial loans represent the largest portion of our loan portfolio. Interest accrues daily on a 30- or 360- day basis. Loan payments are scheduled either monthly, biannually or yearly, depending on the terms of the loan. Although we determine the interest rate, it cannot exceed the maximum rate for commercial loans established by the Chilean Superintendency of Banks.

50

Foreign trade loans are fixed rate, short-term loans made in foreign currencies (principally U.S.$) to finance imports and exports.

Interbank loans are fixed rate, short-term loans to financial institutions that operate in Chile.

Leasing contracts are contracts which include a clause granting a lessee a purchase option on leased assets at the end of the contract.

Factored receivables are derived from our factoring operations.

Other outstanding loans include checking account overdrafts, bills of exchange and mortgage loans, which are financed by our general borrowings.

Mortgage loans are inflation-indexed (denominated in UF), fixed rate, long-term loans with monthly payments of principal and interest secured by a real property mortgage. They are financed in two ways: traditional mortgages are financed by mortgage finance bonds, and new flexible mortgages are financed by our own funds. At the time of approval, the amount of a mortgage loan cannot be more than 75% of the lower of the purchase price or the appraised value of the mortgaged property or such loan will be classified as a commercial loan. Interest accrues daily based on a 360-day year. Although we have allowances for mortgage loan loses, mortgage loans are ultimately secured by the mortgaged property.

Consumer loans are loans to individuals, granted in pesos, generally on a fixed rate basis, to finance the purchase of consumer goods or to pay for services. They also include credit card balances subject to interest charges. Consumer loans represent the largest portion of our portfolio of loans to individuals. Interest accrues daily on a 30- or 360- day basis. Loan payments are scheduled monthly. Although we determine the interest rate, it cannot exceed the maximum rate for commercial loans established by the Chilean Superintendency of Banks.

Past due loans include, with respect to any loan, the amount of principal or interest that is 90 days or more overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan.

Contingent loans consist of guarantees granted by us in Ch$, UF and foreign currencies (principally U.S.$), as well as open and unused letters of credit. (Unlike U.S. GAAP, Chilean GAAP requires such loans to be included on a bank’s balance sheet.)

Any collateral provided generally consists of a mortgage on real estate, a pledge of marketable securities, a letter of credit or cash. The existence and amount of collateral generally varies from loan to loan.

Risks of Our Loan Portfolio

Commercial loans. The risk index of our commercial portfolio increased from 1.57% in 2001 to 1.69% in 2002, due mainly to a lower rate of growth of Chilean GDP. But the risk index recovered to 1.45% as of December 31, 2003, because of improving economic conditions and lower interest rates in 2003. The quality of our commercial loans depends on Chilean GDP growth, interest rates, changes in regulations, the general level of indebtedness and other economic conditions.

Mortgage loans. The risk index of our residential mortgages improved in the last three years, decreasing from 1.11% in December 2001 to 0.56% in December 2003, due mainly to the decrease in interest rates and improving economic conditions.

Consumer loans. The risk index of our consumer loans decreased from 4.02% as of December 31, 2001 to 2.95% as of December 31, 2003, due mainly to better portfolio composition, with a reduction of loans classified

51

in categories B-, C and D and an increase of loans classified in category A. This improvement in the quality of the portfolio was a consequence of lower interest rates and the improving economic scenario, including a lower unemployment rate. The risks associated with consumer loans and residential mortgages are mainly affected by economic variables associated with individuals, such as unemployment, the quality of financial information that we can obtain from individual borrowers and real salaries.

Foreign trade loans. The risk factors of foreign trade loans include those that affect commercial loans and, additionally, risks such as fluctuations in real exchange rates, international foreign trade policies and international commodity prices.

Leasing. The risk index of our leasing operations decreased from a 1.03% in December 2002 to a 0.78% in December 2003.

Factoring. The quality of our factoring operations improved during the last year. As a result, the risk index decreased from 0.34% in December 2002 to 0.20% in December 2003.

In order to reduce the risks of the loan portfolio, our credit committee meets weekly to review and approve or decline new loan proposals. See “—Regulation and Supervision—Lending Limits” and “—Credit Review Process.”

Maturity and Interest Rate Sensitivity of Loans

The following table sets forth an analysis by type and time remaining to maturity of our loans as of December 31, 2003:

	Balance as of December 31, 2003		Due within 1 month		Due after 1 month but within 6 months		Due after 6 months but within 12 months		Due after 1 year but within 3 years		Due after 3 years but within 5 years		Due after 5 years
	(in millions of constant Ch$ as of December 31, 2003)
Commercial loans	Ch$	970,240	Ch$	273,176	Ch$	245,442	Ch$	82,274	Ch$	186,474	Ch$	115,491	Ch$	67,383
Consumer loans		218,127		24,211		26,679		34,202		96,545		27,302		9,188
Mortgage loans		305,580		2,330		9,271		11,336		47,533		49,840		185,270
Foreign trade loans		139,488		46,090		84,801		8,597		—		—		—
Leasing contracts		153,952		4,686		15,113		17,205		47,326		21,928		47,694
Factored receivables		37,241		15,479		9,094		1,087		2,992		1,982		6,607
Interbank loans		4,000		4,000		—		—		—		—		—
Other outstanding loans		40,516		31,111		204		240		1,020		1,129		6,812
Past due loans		25,873		25,873		—		—		—		—		—
Subtotal		1,895,017		426,956		390,604		154,941		381,890		217,672		322,954
Contingent loans		197,594		25,588		92,331		33,596		44,594		1,314		171
Total loans	Ch$	2,092,611	Ch$	452,544	Ch$	482,935	Ch$	188,537	Ch$	426,484	Ch$	218,986	Ch$	323,125

52

The following tables present the interest rate sensitivity of our outstanding loans due after one year as of December 31, 2003. See also “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Asset and Liability Management—Interest Rate Sensitivity.”

	As of December 31, 2003
Variable rate
Ch$	Ch$	86,727
UF		149,600
Foreign currency		—
Subtotal		236,327
Fixed rate
Ch$		156,449
UF		503,224
Foreign currency		72,595
Subtotal		732,268
Total	Ch$	968,595

The following table sets forth an analysis of our foreign loans by type and time remaining to maturity as of December 31, 2003:

	Total		Due within 1 month		After 1 month but within 6 months		After 6 months but within 12 months		After 1 year but within 3 years		After 3 years but within 5 years		Due after 5 years
	(in millions of constant Ch$ as of December 31)
Commercial loans	Ch$	24,822	Ch$	4,546	Ch$	10,278	Ch$	28	Ch$	722	Ch$	9,248	Ch$	—
Foreign trade loans		6,781		77		4,852		1,152		700		—		—
Total	Ch$	31,603	Ch$	4,623	Ch$	15,130	Ch$	1,180	Ch$	1,422	Ch$	9,248	Ch$	—

53

Loans by Economic Activity

The following table sets forth as of the dates indicated an analysis of our loan portfolio based on the borrower’s principal economic activity. Loans to individuals for business purposes are allocated to their economic activity including overdue and past due loans. The table does not reflect outstanding contingent loans.

	As of December 31,
	2001				2002					2003
	Loan Portfolio		% of Loan Portfolio		Loan Portfolio		% of Loan Portfolio			Loan Portfolio		% of Loan Portfolio
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Agriculture, Livestock, Agribusiness, Fishing
Agriculture and livestock	Ch$	33,201	2.4	%	Ch$	37,599	2.4	%		Ch$	38,967	2.1	%
Fruit		15,280	1.1			11,893	0.8				24,041	1.3
Forestry and wood extraction		5,383	0.4			4,918	0.3				45,094	2.4
Fishing		12,438	0.9			14,470	0.9				16,605	0.9
Subtotal		66,302	4.8			68,880	4.4				124,707	6.7
Mining and Petroleum
Mining and quarries		37,873	2.7			38,701	2.4				52,255	2.8
Natural gas and crude oil extraction		83	—			1,406	0.1				—	—
									��
Subtotal		37,956	2.7			40,107	2.5				52,255	2.8
Manufacturing
Tobacco, food and beverages		35,314	2.5			38,919	2.5				37,793	2.0
Textiles, clothing and leather goods		31,626	2.3			32,410	2.0				16,303	0.9
Wood and wood products		7,454	0.6			9,798	0.6				—	—
Paper, printing and publishing		1,901	0.1			1,434	0.1				—	—
Oil refining, carbon and rubber		53,741	3.9			66,602	4.2				76,937	4.0
Production of basic metal, non minerals, machine and equipment		5,691	0.4			5,464	0.3				2,331	0.1
Other manufacturing industries		100	—			521	—				—	—
Subtotal		135,827	9.8			155,148	9.7				133,364	7.0
Electricity, Gas and Water
Electricity, gas and water		16,597	1.2			30,909	2.0				59,431	3.1
Subtotal		16,597	1.2			30,909	2.0				59,431	3.1
Construction
Residential buildings		19,201	1.4			9,668	0.6				14,044	0.7
Other constructions		85,965	6.2			99,945	6.3				176,899	9.3
Subtotal		105,166	7.6			109,613	6.9				190,943	10.0
Commerce
Wholesale		95,555	6.9			126,087	8.0				91,792	4.8
Retail, restaurants and hotels		71,635	5.2			75,375	4.8				113,051	6.0
Subtotal		167,190	12.1			201,462	12.8				204,843	10.8
Transport, Storage and Communications
Transport and storage		19,963	1.4			18,517	1.2				27,206	1.4
Communications		24,207	1.7			31,799	2.0				34,471	1.8
Subtotal		44,170	3.1			50,316	3.2				61,677	3.2
Financial services
Financial insurance and companies		131,748	9.5			138,682	8.8				275,627	14.5
Real estate and other financial services		58,361	4.2			60,933	3.8				—	—
Subtotal		190,109	13.7			199,615	12.6				275,627	14.5
Community, Social and Personal Services
Community, social and personal services		254,043	18.3			309,504	19.5				272,039	14.4
Subtotal		254,043	18.3			309,504	19.5				272,039	14.4
Consumer credit		160,217	11.5			184,024	11.6				219,158	11.6
Residential Mortgage Loans		53,480	3.8			66,917	4.2				109,383	5.8
Lease contracts		114,183	8.2			131,256	8.3				154,203	8.1
Factoring		44,072	3.2			36,069	2.3				37,387	2.0
Total	Ch$	1,389,312	100.0	%	Ch$	1,583,820	100.0	%		Ch$	1,895,017	100.0	%

54

Foreign Country Outstandings

Our cross-border outstanding loans are principally trade-related. These loans include loans granted mainly to foreign financial institutions. The table below lists our total amounts outstanding to borrowers in foreign countries as of December 31 of each of the last three years. This table does not include foreign trade-related loans to Chilean borrowers.

	As of December 31,
	2001		2002		2003
	(in millions of constant Ch$ of December 31, 2003)
Argentina(1)(2)	Ch$	3,454	Ch$	4,829	Ch$	11,180
Bolivia(1)		274		216		—
Brazil(1)		—		5,872		1,152
Canada		33		211		169
Ecuador(1)(2)		—		1,152		722
England		—		36		88
Germany		—		2		2
Greece		—		54		—
Japan		30		—		—
Mexico(2)		632		—		6,338
Panama		4,510		2,251		937
Peru(1)(2)		—		79		3,455
Spain		—		122		6,860
Switzerland		55		—		—
United States		8		1,589		700
Venezuela(1)(2)		771		9,463		—
Total	Ch$	9,767	Ch$	25,876	Ch$	31,603

(1) Includes loans made pursuant to the credit arrangements available through theAsociación Latinoamericana de Integración (the Latin American Integration Association, or “ALADI”), which is comprised of 11 Latin American countries. ALADI facilitates certain qualified cross-border financing transactions by providing to lenders in participating countries the guarantee of the central bank of the country in which the borrowing entity is located, which guarantee covers amounts due in connection with the transaction.

(2) In addition to the ALADI program, all or a part of these loans are supported by guarantees from other Chilean companies affiliated with the borrowers.

55

We also maintain deposits abroad (primarily demand deposits) in foreign banks, as needed to conduct our foreign trade transactions. The table below lists the amounts of foreign deposits by country as of December 31, 2001, 2002 and 2003.

	As of December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Belgium	Ch$	—	Ch$	3	Ch$	1
Canada		28		46		67
Denmark		4		3		2
Germany		23		30		39
Italy		8		325		1,441
Japan		—		150		93
Norway		18		21		29
Spain		—		2		9
Sweden		1		1		—
Switzerland		11,469		16,736		23,631
United Kingdom		11		—		31
United States		22		17		—
Total	Ch$	11,584	Ch$	17,334	Ch$	25,343

Credit Review Process

We perform credit analysis of all of our commercial and retail (consumer) borrowers. Our Financial Risk Management Division is responsible for evaluating the risk presented by our current or potential borrowers according to policies and standards approved by our Board of Directors. A potential commercial borrower’s evaluation focuses primarily on the credit history and reputation of its owners and management, its market position and the demand for its products or services, its production processes and facilities, its current and projected cash flows and the security offered in connection with the loan. We also use tools such as sector reports, standard risk models for major industries, and reports relating to the potential commercial borrower’s sales patterns. In the case of individual retail borrowers, the credit approval process is based primarily on an evaluation of the borrower’s credit behavior and on a credit scoring system which combines the applicant’s commercial behavioral variables such as current debt levels, ability to pay and socio-economic level, among others, along with centralized evaluation and decision-making systems in cases where the applicant does not fit the standard model. The information presented by a prospective borrower is evaluated by a credit officer who considers the individual’s income, expenses, personal assets, credit history and our previous experience (if any) with the individual.

Prior to extending credit to a borrower, we assign a credit risk rating to such potential borrower based on our analysis that helps identify each applicant’s risk profile. These ratings are based on a scale of 1 to 10, with a rating of 1 being excellent and rating of 10 corresponding to certain loss. In general, we consider ratings 1 through 6 to be acceptable ratings, and ratings 7 through 10 to be indicative of probable losses. Loan approvals are made at various levels and with varying degrees of involvement by different categories of executives (A through I) depending on the credit risk rating we have assigned to the potential borrower, the size of the loan under consideration and the collateral offered, if any. Collateral granted for loans generally consists of mortgages on real estate. In all cases, the approval of at least three officers is required in order to approve a loan.

Our evaluation of a potential transaction with a borrower is based on the concept of total customer risk. Total customer risk takes into account (i) the direct risk outstanding with the potential borrower (if any); (ii) the added risk involved in the proposed transaction; and (iii) indirect risks arising from items such as (a) guarantees or security given by that borrower or by affiliates of the borrower and (b) the balance of any unused lines of credit or other credit transactions approved but not completed in respect of such borrower.

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The following table shows the category of executives that is required to approve secured and unsecured transactions, according to the credit risk rating of the potential borrower and the U.S. dollar amount of the total customer risk based on exchange rates in effect at the time that the application for credit is made:

	Maximum Amount of Total Customer Credit Risk in U.S. Dollars
Category of Executives That May Approve Transaction	Rating 1 and 2		Rating 3		Rating 4 and 5		Rating 6 and above
Superior Committee	U.S.$	15,000,000	U.S.$	5,000,000	U.S.$	3,000,000	U.S.$	1,500,000
Divisional Committee		5,000,000		3,000,000		1,500,000		800,000
Risk Committee		3,000,000		1,500,000		1,000,000		500,000
A Executives		1,500,000		1,000,000		750,000		300,000
B Executives		500,000		400,000		300,000		250,000

All transactions resulting in total customer credit risk in excess of the amounts that can be reviewed by the Superior Committee as shown in the above table must be authorized by the Directors Committee of our Board of Directors, the Chief Executive Officer and three other members of the Board of Directors.

The following table shows the category of executives that is required to approve certain transactions resulting in customer credit risk in lower amounts. This table applies to all potential borrowers with credit risk ratings of 1 to 5 and varies according to whether the customer credit risk is comprised of secured or unsecured obligations.

	Maximum Amount of Total Customer Credit Risk in U.S. Dollars
Category of Executives That May Approve Transaction	Unsecured		Secured
C Executives	U.S.$	120,000	U.S.$	180,000
D Executives		55,000		160,000
E Executives		40,000		140,000
F Executives		20,000		100,000
G Executives		12,000		70,000
H Executives		6,000		40,000
I Executives	U.S.$	3,000	U.S.$	—

Our Financial Risk Management Division also monitors compliance with the terms of loans we have granted, such as payment dates, conditions and covenants. The monitoring process includes verification of the use of proceeds and contractual conditions, continuing financial analysis of the borrower and any guarantors, on-site visits to the borrower’s place of business, confirmation of credit information and analysis of the economic environment as it affects the borrower or its sector, among other tools. Generally, the Financial Risk Management Division performs this monitoring on a yearly basis. If a debtor exhibits an elevated level of risk based on the results of our yearly monitoring, we may place such debtor on a special watch list. We monitor debtors on the watch list on a monthly basis. The Financial Risk Management Division regularly meets to decide whether to take any action (such as reducing outstanding loan amounts or requesting collateral) in respect of debtors on the watch list. In addition, our Financial Risk Management Division has a unit dedicated to administering the loan accounts of debtors with respect to which losses are expected or have occurred. This unit supervises the process of collections and legal proceedings.

Classification of Banks

The Chilean Superintendency of Banks examines and evaluates each financial institution’s credit management process, including its compliance with certain loan classification guidelines. Through December 31, 2003, the Chilean Superintendency of Banks classified banks and other financial institutions into three categories: I, II and III. Category I was reserved for institutions that fully complied with the loan classification guidelines. Institutions were rated as Category II if their loan classification system had deficiencies that must be

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corrected by the bank’s management. Category III indicated significant deviations from the Chilean Superintendency of Banks’ guidelines that clearly reflect inadequacies in the evaluation of the risk and estimated losses associated with loans. We have been classified as Category I from 1997 through 2003.

According to a new regulation effective January 1, 2004, banks are classified in Categories 1, 2, 3 or 4 depending on how the models and methods used by the bank to classify its loan portfolio and determine allowances for loan losses and probable losses vary from those determined by the Chilean Superintendency of Banks. Category 1 banks are those banks whose methods and models are satisfactory to the Chilean Superintendency of Banks. Category 1 banks will be entitled to continue using the same methods and models they currently have in place. A bank classified as a Category 2 bank must maintain the minimum levels of reserves established by the Chilean Superintendency of Banks. Once the Board of Directors of a Category 2 bank is made aware of any problems detected by the Chilean Superintendency of Banks it must take steps to correct them. Finally, banks classified in Categories 3 or 4 must maintain the minimum levels of reserves established by the Chilean Superintendency of Banks until they are authorized by the Chilean Superintendency of Banks to do otherwise. We have been classified in Category 1 since January 1, 2004.

Classification of Loans (Prior to 2004)

New regulations relating to the classification of loans have been established by the Chilean Superintendency of Banks and became effective as of January 1, 2004. These new classification regulations are described under “—Classification of Loans (Effective as of January 1, 2004)” below. Since the beginning of 2004 we have been provisioning for loans in our portfolio in accordance with the new regulations. We do not believe that our application of the new Chilean Superintendency of Banks loan classification regulations has resulted, or will result, in any material change in the amounts that we provision for loan losses. Prior to January 1, 2004, we classified our loan portfolio according to the regulations that were in effect at that time, and this section contains information relating to our loan classification according to such regulations.

Generally, for purposes of classification, loans are divided into consumer loans, residential mortgage loans and commercial loans (which for these purposes include all loans other than consumer loans and residential mortgage loans). In the case of commercial loans, loan classifications were based on the estimated losses on all of the loans outstanding to the borrower, as determined by us. In the case of consumer and residential mortgage loans, the extent to which payments were overdue determined the classification. Commercial and consumer loans were rated A, B, B-, C or D, while residential mortgage loans were rated only A, B or B-, except loans purchased from the formerAsociación Nacional de Ahorro y Préstamo, or Chilean National Association of Savings and Loans, which may be classified as C or D. In July 1997, the Chilean Superintendency of Banks modified the criteria for classifying consumer loans.

The regulations in place through 2003 established the risk classification, and as a consequence the loan allowances, based upon each debtor’s most overdue loans. Accordingly, the classification system took into account the debtor’s payment behavior, instead of classifying each credit individually. Until December 31, 2003, the allowances required for each category of loans, as established by the Chilean Superintendency of Banks, were as follows:

	Commercial loans range of estimated losses				Consumer loans past due status(1)		Residential mortgage loans past due status(1)		Allowances as a percentage of aggregate exposure
Category	From		To		From	To	From	To
	(Days)				(Days)		(Days)
A	—		—		—	—	—	—	—
B	1	%	5	%	1	30	1	180	1	%
B-	5	%	39	%	31	60	181	>181	20	%
C	40	%	79	%	61	120	—	—	60	%
D	80	%	100	%	121	>121	—	—	90	%

(1) In addition, we maintained a special provision for renegotiated consumer and residential mortgage loans during the periods indicated.

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The loan classification guidelines of the Chilean Superintendency of Banks applicable to commercial loans prior to January 1, 2004 required that we classify the greater of (1) the commercial loans outstanding to our 400 largest debtors and (2) the commercial loans outstanding to the debtors whose commercial loans aggregate at least 75% of the total amount of loans included in our commercial loan portfolio. Such guidelines also required us to classify 100% of our residential mortgage and consumer loans. For these purposes, the loan amount includes outstanding principal (whether or not past due) and accrued and unpaid interest. The criteria for determining the range of estimated losses for purposes of the classification of commercial loans were as follows:

Category “A”:	This category includes loans outstanding to borrowers for whom there exists no doubt as to the ability to repay the loans except to the extent reflected in the loan’s original terms, including all interest due, and the revenues generated from the business of the borrower are sufficient to service the debt. If the borrower’s business does not generate the revenues needed for debt service, or if repayment depends on revenues generated by another entity, its loans will not be included in this category, even if fully secured.
Category “B”:	This category includes loans outstanding to borrowers who have shown some degree of non-compliance with their obligations under the original conditions of their loans, but whose past financial records and market history indicate that such non-compliance should be temporary. Category “B” is also the highest category for loans outstanding to borrowers whose source of repayment depends on revenues generated by another entity, and loans outstanding to borrowers whose business does not generate the revenues needed for debt service, but only if the loans are fully secured. The expected loss assigned to the loans classified in this category is less than 5% of the outstanding amounts.
Category “B-”:	This category principally includes loans outstanding to borrowers who are experiencing severe financial difficulty, whose operational revenues or liquid assets are insufficient to service the loans. Also included in this category are loans outstanding to borrowers whose financial history is insufficient or difficult to establish. Loans bearing interest rates that, due to the bank’s cost of funds, generate a financial loss of between 5% and 39% of the outstanding amount are also included in this category.
Category “C”:	This category includes loans outstanding to borrowers who are experiencing severe financial difficulty and whose operational revenues or liquid assets are insufficient to service the loans. Loans bearing interest rates that, due to the bank’s cost of funds, generate a financial loss of between 40% and 79% of the outstanding amount are also included in this category.
Category “D”:	This category includes loans outstanding to borrowers for which the estimated recovery amount on all loans is 20% or less.

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Analysis of Our Loan Classification

The following tables provide statistical data regarding the classification of our loans as of the end of each of the last five years, applying the Chilean Superintendency of Banks regulations in effect prior to 2004.

	As of December 31, 1999
Category	Commercial Loans			Consumer Loans			Residential Mortgage Loans			Total Loans			Percentage of Classified Loans
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
A	Ch$	444,032		Ch$	162,938		Ch$	44,463		Ch$	651,433		58.6	%
B		390,551			20,268			7,609			418,428		37.7
B-		15,285			7,835			2,351			25,471		2.3
C		2,585			6,529			—			9,114		0.8
D		791			6,076						6,867		0.6
Total of classified loans	Ch$	853,244		Ch$	203,646		Ch$	54,423		Ch$	1,111,313		100.0	%
Total loans	Ch$	942,873		Ch$	203,646		Ch$	54,423		Ch$	1,200,942
Percentage classified		90.5	%		100.0	%		100.0	%		92.5	%
	As of December 31, 2000
Category	Commercial Loans			Consumer Loans			Residential Mortgage Loans			Total Loans			Percentage of Classified Loans
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
A	Ch$	470,100		Ch$	133,651		Ch$	41,713		Ch$	645,464		54.8	%
B		460,848			19,884			8,751			489,483		41.5
B-		20,943			6,216			2,593			29,752		2.5
C		2,655			4,426			—			7,081		0.6
D		2,476			4,364			—			6,840		0.6
Total of classified loans	Ch$	957,022		Ch$	168,541		Ch$	53,057		Ch$	1,178,620		100.0	%
Total loans	Ch$	1,067,874		Ch$	168,541		Ch$	53,057		Ch$	1,289,472
Percentage classified		89.6	%		100.0	%		100.0	%		91.4	%
	As of December 31, 2001
Category	Commercial Loans			Consumer Loans			Residential Mortgage Loans			Total Loans			Percentage of Classified Loans
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
A	Ch$	525,085		Ch$	126,840		Ch$	49,124		Ch$	701,049		50.9	%
B		605,081			20,807			8,365			634,253		46.1
B-		14,609			5,502			2,930			23,041		1.7
C		8,471			3,967			—			12,438		0.9
D		2,830			3,063			—			5,893		0.4
Total of classified loans	Ch$	1,156,076		Ch$	160,179		Ch$	60,419		Ch$	1,376,674		100.0	%
Total loans	Ch$	1,281,388		Ch$	160,179		Ch$	60,419		Ch$	1,501,986
Percentage classified		90.2	%		100.0	%		100.0	%		91.7	%

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	As of December 31, 2002
Category	Commercial Loans			Consumer Loans			Residential Mortgage Loans			Total Loans			Percentage of Classified Loans
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
A	Ch$	526,224		Ch$	146,943		Ch$	63,645		Ch$	736,812		45.9	%
B		787,820			24,661			7,923			820,404		51.1
B-		15,103			5,772			2,392			23,267		1.5
C		15,444			3,711			—			19,155		1.2
D		1,401			2,936			—			4,337		0.3
Total of classified loans	Ch$	1,345,992		Ch$	184,023		Ch$	73,960		Ch$	1,603,975		100.0	%
Total loans	Ch$	1,469,088		Ch$	184,023		Ch$	73,960		Ch$	1,727,071
Percentage classified		91.6	%		100.0	%		100.0	%		92.9	%
	As of December 31, 2003
Category	Commercial Loans			Consumer Loans			Residential Mortgage Loans			Total Loans			Percentage of Classified Loans
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
A	Ch$	671,229		Ch$	178,090		Ch$	97,303		Ch$	946,622		49.2	%
B		897,794			28,400			9,562			935,756		48.6
B-		11,387			5,795			2,609			19,791		1.0
C		13,993			3,781			—			17,774		0.9
D		2,665			3,065			—			5,730		0.3
Total of classified loans	Ch$	1,597,068		Ch$	219,131		Ch$	109,474		Ch$	1,925,673		100.0	%
Total loans	Ch$	1,764,006		Ch$	219,131		Ch$	109,474		Ch$	2,092,611
Percentage classified		90.5	%		100.0	%		100.0	%		92.0	%

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

Accrued interest and UF indexation adjustments from overdue loans are recognized only when, and to the extent, received. Non-performing loans that are not yet 90 days or more overdue have been included in each of the various categories of loans, and therefore affect the various averages. Under the regulations in place through 2003, non-performing loans consisted of commercial loans included in Category C for more than one year, all commercial loans included in Category D and loans (or portions thereof) that are overdue. Under the new regulations in effect as of January 1, 2004, non-performing loans consist of commercial loans included in Category C4 for more than one year, all commercial loans included in Category D1 and D2 and loans (or portions thereof) that are overdue. We cease to accrue interest on loans as soon as they become overdue. Past due loans include, with respect to any loan, the portion of principal or interest that is 90 or more days overdue, and do not include the portion of such loan that is not overdue or that is less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan. This practice differs from that normally followed in the United States where the amount classified as past due would include the total principal and interest on all loans which have any portion overdue.

According to the regulations established by the Chilean Superintendency of Banks, we are required to charge off commercial loans not later than 24 months after being classified as past due, if unsecured, and if secured, not later than 36 months after being classified as past due. When an installment of a past due commercial loan (either secured or unsecured) is written off, we must charge off all installments which are overdue, notwithstanding our right, if any, to charge off the entire amount of the loan. Once any amount of a loan is written off, each subsequent installment must be written off as it becomes overdue, notwithstanding our right, if any, to charge off the entire amount of the loan. In the case of past due consumer loans, a similar practice applies, except that after the first installment becomes six months past due, we must charge off the entire

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remaining part of the loan. We may charge off any loan (commercial or consumer) before the first installment becomes overdue only in accordance with special procedures established by the Chilean Superintendency of Banks and we must charge off an overdue loan (commercial or consumer) before the terms set forth above in certain circumstances. Loans are written off against the allowance for loan losses to the extent of any required reserves for such loans; the remainder of such loans is written off against income.

In general, legal collection proceedings are commenced with respect to consumer loans once they are 90 days past due and with respect to mortgage loans once they are 150 days past due. Legal collection proceedings are always commenced within one year of such loans becoming past due, unless the bank determines that the size of the past due amount does not warrant such proceedings. In addition, the majority of our commercial loans are short-term, with single payments at maturity. Past due loans are required to be covered by individual specific loan loss allowances equivalent to 100% of any unsecured portion thereof; but only if and to the extent that the aggregate of all unsecured past due loans exceeds the global allowance for loan losses. See “—Allowances for Loan Losses—Individual Loan Loss Allowance.”

The following table sets forth as of December 31 of each of the last five years the amounts that are current as to payments of principal and interest and the amounts overdue:

Domestic Loans

	As of December 31,
	1999		2000		2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Current	Ch$	1,165,484	Ch$	1,244,142	Ch$	1,460,285	Ch$	1,661,819	Ch$	2,019,247
Overdue 1-29 days		3,906		6,050		5,338		5,507		10,815
Overdue 30-89 days		3,361		5,610		4,097		5,301		5,073
Overdue 90 days or more (“past due”)		18,906		21,821		22,498		28,569		25,873
Total loans	Ch$	1,191,657	Ch$	1,277,623	Ch$	1,492,218	Ch$	1,701,196	Ch$	2,061,008

We suspend the accrual of interest and readjustments on all overdue loans. The amount of interest that would have been recorded on domestic overdue loans if they had been accruing interest was Ch$2,801 million, Ch$2,911 million and Ch$2,680 million for the years ended December 31, 2001, 2002 and 2003, respectively.

Foreign Loans

	As of December 31,
	1999		2000		2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Current	Ch$	9,177	Ch$	11,786	Ch$	9,689	Ch$	25,744	Ch$	31,576
Overdue 1-29 days		108		63		79		95		27
Overdue 30-89 days		—		—		—		36		—
Overdue 90 days or more (“past due”)		—		—		—		—		—
Total loans	Ch$	9,285	Ch$	11,849	Ch$	9,768	Ch$	25,875	Ch$	31,603

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Total Loans

	As of December 31,
	1999			2000			2001			2002			2003
	(in millions of constant Ch$ as of December 31, 2003)
Current	Ch$	1,174,661		Ch$	1,255,928		Ch$	1,469,974		Ch$	1,687,563		Ch$	2,050,823
Overdue 1-29 days		4,014			6,113			5,417			5,602			10,842
Overdue 30-89 days		3,361			5,610			4,097			5,337			5,073
Overdue 90 days or more (“past due”)		18,906			21,821			22,498			28,569			25,873
Total loans	Ch$	1,200,942		Ch$	1,289,472		Ch$	1,501,986		Ch$	1,727,071		Ch$	2,092,611
Overdue loans expressed as a percentage of total loans		2.2	%		2.6	%		2.1	%		2.3	%		2.0	%
Past due loans as a percentage of total loans		1.6	%		1.7	%		1.5	%		1.7	%		1.2	%

Allowances for Loan Losses

For purposes of the financial information presented in this registration statement, as of and for the period ending December 31, 2003, and for periods ending earlier, we have applied regulations of the Chilean Superintendency of Banks applicable to such periods. These regulations required us to estimate the allowance for loan losses based on global and individual allowances.

Global Allowance. The global allowance was calculated by multiplying the amounts outstanding in our loan portfolio by the greater of our “risk index” or 0.75% (2.0% for factoring operations). The risk index is derived from our management’s classification of our loan portfolio according to certain criteria relating to performance of the loans or, in the case of commercial loans, management’s estimate of the likelihood of default. More specifically, the risk index is computed by multiplying the aggregate amount of outstanding loans by the allowance percentage assigned to the relevant loan category. For a discussion of the loan categories that were in effect through December 31, 2003, see “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Allowances for Loan Losses.” As of December 31, 2003, our unconsolidated risk index was 1.59%, compared with an average for the Chilean financial system as a whole (i.e., all banks and finance companies) of 1.82%, as of October 31, 2003.

New regulations of the Chilean Superintendency of Banks, effective beginning January 1, 2004, changed the way that banks in Chile are required to calculate global allowances. These new regulations provide that the amount of global allowances be recorded according to a fixed loan categorization schedule. While the level of detail in the statutory loan category schedules limits management’s discretion regarding the category to which a given loan should correspond, our management is required to make estimates and judgments about inherently subjective matters in determining the classification of individual loans and such classification affects the determination of the allowance for loan loses. See “—New Regulations Relating to Classification of Banks and Loans—Classification of Loans” below and “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Classification of Loans (Effective as of January 1, 2004).”

Individual Allowance. Banks in Chile are required to maintain an individual allowance for loans on which any payment of principal or interest is 90 days or more overdue. The individual loan allowance calculation was not changed by the new Chilean Superintendency of Banks regulations and remains in effect. Our policy is to recognize loan loss allowances equal to 100.0% of the unsecured past due portion of individual loans. The

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allowances recognized consist of the global allowances for that individual loan plus an additional individual allowance such that the total allowances recorded (global and individual) equal 100.0% of the unsecured past due portion of individual loans. In the event that non-payment of a portion of a loan permits a bank to accelerate the loan, and the bank commences legal proceedings against the debtor to collect the full amount of the loan, the individual loan loss reserve must be equal to 100.0% of the entire outstanding amount of the loan within 90 days as of the filing of the lawsuit. The Chilean Superintendency of Banks has ruled that in the case of past due loans, individual loans loss reserves should be made only for the difference between 100.0% of the past due portion of a past due loan (or the full amount of the loan if the preceding sentence applies) and the reserve made for such loan when calculating the global loan loss reserve.

Risk Index.A bank’s risk index, which was used to calculate the global allowance through December 31, 2003, is based on its classified loans. More specifically, the index is computed as follows. First, the aggregate amount of classified loans in each category from A through D is multiplied by the corresponding required allowance percentage. Such percentages are as follows, applying in each case the classification system in effect prior to January 1, 2004:

Category	Allowance Percentage
A	0	%
B	1	%
B-	20	%
C	60	%
D	90	%

The risk index itself is then computed by dividing (1) the aggregate amount so computed by (2) the aggregate amount (i.e., the outstanding principal (whether or not past due) and accrued and unpaid interest) of all classified loans. The chart below illustrates the evolution of our consolidated risk index over the last five years.

As of	Consolidated Risk Index
December 31, 1999	1.88	%
December 31, 2000	1.80	%
December 31, 2001	1.72	%
December 31, 2002	1.76	%
December 31, 2003	1.51	%

Our consolidated risk index decreased from 1.88% as of December 31, 1999 to 1.51% as of December 31, 2003. The decrease in the risk index between 1999 and 2003 was due principally to our continuing efforts to emphasize our strict credit review and origination procedures. See also “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Results of Operations—Results of Operations for the Years Ended December 31, 2001, 2002 and 2003—Provisions for Loan Losses.” The chart below illustrates the evolution of our unconsolidated risk index over the last five years.

As of	Unconsolidated Risk Index
December 31, 1999	1.94	%
December 31, 2000	1.87	%
December 31, 2001	1.87	%
December 31, 2002	1.86	%
December 31, 2003	1.59	%

The table below sets forth our allowances for loan losses as they would be computed on the basis of our risk index and a 0.75% ratio, our global loss allowances, the minimum loan allowances to be established by us in accordance with the regulations of the Chilean Superintendency of Banks in effect prior to January 1, 2004, our

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voluntary allowances for loan losses, our total allowances for loan losses and such total allowances expressed as a percentage of our total loans as of December 31, 1999, 2000, 2001, 2002 and 2003.

	As of December 31,
	1999			2000			2001			2002			2003
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Allowances based on consolidated risk index	Ch$	22,578		Ch$	23,210		Ch$	25,834		Ch$	30,396		Ch$	31,598
Allowances based on 0.75%		9,007			9,671			11,265			12,953			15,695
Global, individual and additional allowances for loan losses		28,687			28,139			33,080			38,301			44,203
Minimum allowances required		28,687			28,139			33,080			38,301			44,203
Voluntary allowances		3,486			1,346			1,150			—			—
Total allowances for loan losses		32,173			29,485			34,230			38,301			44,203
Total loan allowances as a percentage of total loans		2.7	%		2.3	%		2.3	%		2.2	%		2.1	%

Classification of Loans (Effective as of January 1, 2004)

Effective January 1, 2004, the Chilean Superintendency of Banks instituted a new classification system for commercial loans greater than or equal to Ch$100 million granted by Chilean banks. Under the new classification system, the former Categories A, B, B-, C and D are no longer used and have been replaced by a classification system based on new regulatory guidelines for determining commercial borrower risk levels. The levels of required allowances for commercial loans less than Ch$100 million and all consumer loans and mortgage loans are to be determined by our Financial Risk Management Division in accordance with the new regulations.

Our new classification system includes 11 categories (1, 2, 3, 4, 5, 5D, 6, 7, 8, 9 and 10, which correspond to the ten categories set forth by the Chilean Superintendency of Banks’ of loans (A1, A2, A3, B, C1, C2, C3, C4, D1 and D2), as more fully described below.

Category 1: “Excellent”	This category includes commercial borrowers with excellent management, social character, asset quality, payment capability, and low debt levels with excellent debt service coverage capability. This typically includes companies that are leaders in their respective industries with ample access to domestic and international capital markets and stable margins that are in line with those prevalent in their industry. In particular, this category is reserved solely for corporate borrowers with domestic debt ratings equal to or exceeding AA-, provided that if several debt ratings exist with respect to the borrower, the lowest will be considered for purposes of classification. Category 1 corresponds to category A1 of the Chilean Superintendency of Banks.
Category 2: “Strong”	This category includes commercial borrowers with good management and without problems relating to social character. These borrowers have high asset quality and liquidity, a solid capacity to make required payments and service their debt, and stable net margins. These borrowers also have a strong position in the domestic market in their respective industries with good access to domestic capital markets. Category 2 corresponds to Category A2 of the Chilean Superintendency of Banks.
Category 3: “Good”	This category includes borrowers with good liquidity levels and asset quality, good payment capacity and debt service coverage ability. These borrowers also have good management capabilities and margins with a normal degree of stability. These companies have a minimal probability of financial deterioration. Borrowers in this category are normally solid regional companies, leaders in local markets with good access to the financial system, or medium-size companies within their industry or sector. Category 3 corresponds to Category A3 of the Chilean Superintendency of Banks.

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Category 4: “Acceptable”	This category includes borrowers with an acceptable credit capacity and an average risk level and acceptable asset portfolios and liquidity. Their capacity to pay is subject to business and financial cycles, and debt levels may be higher than average for their industry or sector. These borrowers maintain good access to the financial system, but in some cases may need to provide third party guarantees in order to obtain financing. Loans to these borrowers require some level of monitoring because they are not financially solid enough to handle strong economic downturns or market activity. Guarantees or other contractual protections are recommended with respect to loans made to borrowers in this category. Category 4 also corresponds to Category A3 of the Chilean Superintendency of Banks.
Category 5: “Marginal”	This category includes borrowers with a higher than average risk level. These borrowers have low levels of liquidity and limited debt capacity. They are typically smaller companies than average for their sector or industry and have limited access to financing. Loans to these borrowers require a higher level of monitoring as they are probably unable to survive strong financial or economic crises. Adequate protections, such as of guarantees on real property, are required. Typical borrowers in this category include companies with high debt loads, start-ups, and all others that do not merit a higher classification. Category 5 corresponds to Category B of the Chilean Superintendency of Banks.
Category 5D: “Weak”	This category includes debtors with poor payment history and weak financial condition, but that provide guarantees that result in an estimated loan recovery percentage of at least 97% of amounts due. Category 5D corresponds to Category C1 of the Chilean Superintendency of Banks.
Category 6: “Vigilance”	This category includes debtors under special vigilance. These borrowers have displayed serious deterioration and require constant monitoring. Loans to borrowers in this category require special strategies to either guarantee the amounts due, reduce the bank’s exposure, or terminate the credit relationship. This category includes borrowers with poor payment behavior but that provide guarantees that result in an estimated loan recovery of 81% to 96% of amounts due. Category 6 corresponds to Category C2 of the Chilean Superintendency of Banks.
Category 7: “Vulnerable”	This category includes debtors with serious weaknesses in their business but that provide guarantees that result in an estimated loan recovery of 71% to 80% of amounts due. Category 7 corresponds to Category C3 of the Chilean Superintendency of Banks.
Category 8: “Sub-Standard”	This category includes debtors with serious difficulty in paying the amounts due and for whom the debt is inadequately protected by the capital of the borrower, and the guarantees provided result in an estimated loan recovery of 51% to 70% of amounts due. Category 8 corresponds to Category C4 of the Chilean Superintendency of Banks.
Category 9: “Doubtful”	This category includes debtors for whom serious doubts exist with respect to repayment in the normal course and for which guarantees provided result in an estimated loan recovery of 21% to 50% of amounts due. Category 9 corresponds to Category D1 of the Chilean Superintendency of Banks.
Category 10: “Loss”	This category includes loans to debtors where total loan loss is expected and any guarantees result in an estimated loan recovery of up to 20% of amounts due. Category 10 corresponds to Category D2 of the Chilean Superintendency of Banks.

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The required provisions relating to each loan category vary depending on whether the commercial loan is secured by real property, as shown in the table below:

	Required Provisions
Category	Commercial Loans	Commercial Mortgage Loans	Estimated Loan Recovery
1—Excellent	0%	0%	100%
2—Strong	0%	0%	100%
3—Good	0%	0%	100%
4—Acceptable	0.50%	0.46%	100%
5—Marginal	1.50%	1.24%	100%
5D—Weak	2%	2%	97%
6—Vigilance	10%	10%	81% to 96%
7—Vulnerable	25%	25%	71% to 80%
8—Sub-Standard	40%	40%	51% to 70%
9—Doubtful	65%	65%	21% to 50%
10—Loss	90%	90%	0% to 20%

The provisions relating to loan categories 1 through 5 have been fixed by us, while the provisions relating to loan categories 5D through 10 have been set by the Chilean Superintendency of Banks. The provisions for categories 1 through 5 were determined on the basis of the default rate of the borrowers in those categories over a historical one year period. Under the new regulations, the concept of voluntary allowances above the limits set forth by the Chilean Superintendency of Banks has been eliminated.

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Analysis of Substandard Loans and Amounts Past Due

The following table analyzes our substandard loans (i.e., all of the loans included in categories B-, C and D) and past due loans and the allowances for loan losses existing as of the dates indicated. The information provided is related to domestic loans, as we did not have any significant non-accrual or past due foreign loans in the periods presented. All of our restructured loans (troubled debt restructurings under the definition of U.S. GAAP Financial Accounting Standard No. 15) are included in the following tables.

	As of December 31,
	1999			2000			2001			2002			2003
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Total loans	Ch$	1,200,942		Ch$	1,289,472		Ch$	1,501,986		Ch$	1,727,071		Ch$	2,092,611
Substandard loans		41,453			43,672			41,372			46,759			43,295
Allowance for loan losses		28,687			28,139			33,080			38,301			44,203
Substandard loans as a percentage of total loans		3.5	%		3.4	%		2.8	%		2.7	%		2.1	%
Amounts past due(1)	Ch$	18,906		Ch$	21,821		Ch$	22,498		Ch$	28,569		Ch$	25,873
To the extent secured(2)		12,953			16,483			15,641			22,303			20,060
To the extent unsecured		5,953			5,338			6,857			6,266			5,813
Amounts past due as a percentage of total loans		1.6	%		1.7	%		1.5	%		1.7	%		1.2	%
To the extent secured(2)		1.1	%		1.3	%		1.0	%		1.3	%		1.0	%
To the extent unsecured		0.5	%		0.4	%		0.5	%		0.4	%		0.3	%
Total loans for which at least one payment is past due(1)		46,102			58,832			46,585			52,551			55,837
Loans for which at least one payment is past due as a percentage of total loans		3.8	%		4.4	%		3.1	%		3.0	%		2.7	%
Allowance for loans losses as a percentage of:
Total loans		2.4	%		2.2	%		2.2	%		2.2	%		2.1	%
Total loans excluding contingent loans		2.6	%		2.3	%		2.4	%		2.4	%		2.3	%
Total substandard loans		69.2	%		64.4	%		80.0	%		81.9	%		102.1	%
Total amounts past due		151.7	%		129.0	%		147.0	%		134.1	%		170.8	%
Total amounts past due-unsecured		481.9	%		527.2	%		482.4	%		611.3	%		760.4	%

(1) Past due loans that are 90 days or more overdue as to any payments of principal or interest (in accordance with Chilean regulations). We continue to accrue interest and indexation on the principal payments not yet overdue for those loans that have installments overdue unless we believe those amounts are uncollectible. Accrued interest and indexation adjustments are included in our recorded investment in the loan for the purpose of determining the required allowance for loan losses.

(2) Security generally consists of mortgages on real estate, pledges of marketable securities, letters of credit or cash.

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Analysis of Allowances for Loan Losses

The following table analyzes our provisions for loan losses charged to income and changes in the allowances attributable to charge-offs, allowances released, recoveries, allowances on loans acquired and the effect of price-level restatement on provisions for loan losses.

	As of December 31,
	1999			2000			2001			2002			2003
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Allowances for loan losses at beginning of period	Ch$	37,039		Ch$	28,687		Ch$	28,139		Ch$	33,080		Ch$	38,301
Allowances on acquired loans		—			—			631			—			—
Charge-offs		(36,702	)		(25,723	)		(22,275	)		(20,857	)		(19,559	)
Provisions established		39,450			30,544			28,830			28,864			30,697
Provisions released(1)		(10,198	)		(4,066	)		(1,404	)		(1,862	)		(4,857	)
Price-level restatement(2)		(902	)		(1,303	)		(841	)		(924	)		(379	)
Allowances for loan losses at end of period	Ch$	28,687		Ch$	28,139		Ch$	33,080		Ch$	38,301		Ch$	44,203
Ratio of charge-offs to average loans		—			2.2	%		1.7	%		1.4	%		1.0	%
Allowances for loan losses at end of period as a percentage of total loans		2.4	%		2.2	%		2.2	%		2.2	%		2.1	%

(1) Represents the aggregate amount of allowances for loan losses released during the year as a result of recoveries or a determination by management that the level of risk existing in the loan portfolio has been reduced.

(2) Reflects the effect of inflation on the allowances for loan losses at the beginning of each period, adjusted to constant pesos as of December 31, 2003.

Our policy with respect to charge-offs follows the regulations established by the Chilean Superintendency of Banks. Under Chilean GAAP and regulations of the Chilean Superintendency of Banks, we are required to charge off commercial loans, if unsecured, not later than 24 months after being classified as past due and, if secured, not later than 36 months after being classified as past due. When an installment of a past due commercial loan (either secured or unsecured) is written off, we must charge off all installments which are overdue, notwithstanding our right, if any, to charge off the entire amount of the loan. Once any amount of a loan is written off, each subsequent installment must be written off as it becomes overdue, notwithstanding our right, if any, to charge off the entire amount of the loan. In the case of past due consumer loans, a similar practice applies, except that after the first installment has been classified as past due for six months, we must charge off the entire remaining part of the loan. We may charge off any loan (commercial or consumer) before the first installment becomes overdue only in accordance with special procedures established by the Chilean Superintendency of Banks, and must charge off an overdue loan (commercial or consumer) before the terms set forth above in certain circumstances. Under U.S. GAAP, loans or portions thereof must be charged off in the period in which they are deemed to be uncollectible.

We believe that our application of charge off policies in accordance with Chilean GAAP and the rules and regulations of the Chilean Superintendency of Banks does not result in significant differences in our financial results as compared to the financial results that we would obtain if we were to apply U.S. GAAP charge off policies because we generally charge off loans or portions thereof once those loans or portions thereof become uncollectible.

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Our continued emphasis on credit review procedures, which we believe to be conservative compared to our competitors, has enabled us to generally decrease charge-offs since 1999. The effects of these efforts can be seen in the following table, which shows the charge-offs breakdown by loan category.

	For the Year Ended December 31,
	1999		2000		2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Consumer loans	Ch$	27,071	Ch$	18,532	Ch$	13,676	Ch$	11,054	Ch$	12,279
Residential mortgage loans		48		191		1,158		522		481
Commercial loans		9,182		6,547		6,621		8,729		6,190
Leasing contracts		401		453		820		552		609
Total	Ch$	36,702	Ch$	25,723	Ch$	22,275	Ch$	20,857	Ch$	19,559

The following table shows loan loss recoveries by loan category for the periods indicated.

	For the Year Ended December 31,
	1999		2000		2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Consumer loans	Ch$	4,308	Ch$	4,655	Ch$	4,580	Ch$	4,270	Ch$	3,587
Residential mortgage loans		—		—		—		—		—
Commercial loans		3,569		3,406		3,167		3,140		2,688
Leasing contracts		—		—		—		—		—
Total	Ch$	7,877	Ch$	8,061	Ch$	7,747	Ch$	7,410	Ch$	6,275

Net provisions—i.e., new provisions adjusted by provisions released—have been determined so that provisions for loan losses as a percentage of total loans follow the overall loan quality and consequently the movement in the risk index. Total loan allowances consist of allowances for commercial loans, consumer loans and residential mortgage loans.

Based on information available regarding our debtors, we believe that our allowances for loan losses are sufficient to cover known probable losses and losses inherent in a loan portfolio of the size and nature of our loan portfolio.

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Allocation of Allowances for Loan Losses

The following tables set forth, as of December 31 of each of the last five years, the proportions of our required minimum allowances for loan losses that were attributable to our commercial, consumer and residential mortgage loans, and the amount of voluntary allowances (which are not allocated to any particular category) as of each such date.

	As of December 31, 1999								As of December 31, 2000
	Allowance amount(1)		Allowance amount as of percentage of loans in category		Allowance amount as a percentage of total loans(2)		Loans in category as percentage of total		Allowance amount(1)		Allowance amount as a percentage of loans in category		Allowance amount as a percentage of total loans(2)		Loans in category percentage of total
Commercial loans	Ch$	12,499	1.4	%	1.0	%	73.9	%	Ch$	16,816	1.7	%	1.3	%	75.9	%
Leasing		478	0.9		—		4.6			849	1.0		0.1		6.9
Consumer loans		15,166	7.4		1.3		17.0			9,868	5.9		0.8		13.1
Residential mortgage loans		544	1.0		0.1		4.5			606	1.1		—		4.1
Total allocated allowances		28,687	2.4		2.4		100.0	%		28,139	2.2		2.2		100.0	%
Voluntary allowances		3,486	0.3		0.3					1,346	0.1		0.1
Total allowances	Ch$	32,173	2.7	%	2.7	%			Ch$	29,485	2.3	%	2.3	%

(1) In millions of constant Ch$ as of December 31, 2003.

(2) Based on our loan classification, as required by the Chilean Superintendency of Banks for the purpose of determining the loan loss allowance.

	As of December 31, 2001								As of December 31, 2002
	Allowance amount(1)		Allowance amount as of percentage of loans in category		Allowance amount as a percentage of total loans(2)		Loans in category as percentage of total		Allowance amount(1)		Allowance amount as a percentage of loans in category		Allowance amount as a percentage of total loans(2)		Loans in category percentage of total
Commercial loans	Ch$	23,056	2.0	%	1.5	%	77.7	%	Ch$	27,321	2.0	%	1.6	%	77.5	%
Leasing		952	0.8		0.1		7.6			1,347	1.0		0.1		7.6
Consumer loans		8,402	5.2		0.6		10.7			9,076	4.9		0.5		10.7
Residential mortgage loans		670	1.1		—		4.0			557	0.8		—		4.2
Total allocated allowances		33,080	2.2		2.2		100.0	%		38,301	2.2		2.2		100.0	%
Voluntary allowances		1,150	0.1		0.1					—	—		—
Total allowances	Ch$	34,230	2.3	%	2.3	%			Ch$	38,301	2.2	%	2.2	%

(1) In millions of constant Ch$ as of December 31, 2003.

(2) Based on our loan classification, as required by the Chilean Superintendency of Banks for the purpose of determining the loan loss allowance.

	As of December 31, 2003
	Allowance amount(1)		Allowance amount as a percentage of loans in category		Allowance amount as a percentage of total loans(2)		Loans in category as percentage of total
Commercial loans	Ch$	31,174	1.9	%	1.5	%	76.9	%
Leasing		1,538	1.0		0.1		7.4
Consumer loans		10,874	5.0		0.5		10.5
Residential mortgage loans		617	0.6		—		5.2
Total allocated allowances		44,203	2.1		2.1		100.0	%
Voluntary allowances		—	—		—
Total allowances	Ch$	44,203	2.1	%	2.1	%

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(1) In millions of constant Ch$ as of December 31, 2003.

(2) Based on our loan classification, as required by the Chilean Superintendency of Banks for the purpose of determining the loan loss allowance.

Composition of Deposits and Other Commitments

The following table sets forth the composition of our deposits and similar commitments as of December 31, 2001, 2002 and 2003.

	As of December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Checking accounts	Ch$	118,817	Ch$	119,861	Ch$	120,456
Other demand liabilities		60,072		103,887		97,040
Savings accounts		18,729		15,468		13,876
Time deposits		1,024,578		1,098,029		1,386,335
Other commitments		990		786		472
Total	Ch$	1,223,186	Ch$	1,338,031	Ch$	1,618,179

Maturity of Deposits

The following table sets forth information regarding the currency and maturity of our deposits as of December 31, 2003, expressed in percentages. UF-denominated deposits are similar to peso-denominated deposits in all respects, except that the principal is readjusted periodically based on variations in the CPI.

	As of December 31,
	Ch$		UF		Foreign Currency		Total
Demand deposits	22.66	%	0.20	%	4.24	%	13.47	%
Savings accounts	—		3.13		—		0.86
Time deposits:
Maturing within 3 months	65.13		58.55		94.60		68.20
Maturing after 3 but within 6 months	4.60		7.77		1.14		4.89
Maturing after 6 but within 12 months	5.90		23.84		0.02		9.84
Maturing after 12 months	1.71		6.51		—		2.74
Total time deposits	77.34		96.67		95.76		85.67
Total deposits	100.00	%	100.00	%	100.00	%	100.00	%

The following table sets forth information regarding the maturity of the outstanding time deposits in excess of U.S.$100,000 (or its equivalent) issued by us as of December 31, 2003.

	As of December 31, 2003
	Ch$		UF		Foreign Currency		Total
	(in millions of constant Ch$ as of December 31, 2003)
Time deposits:
Maturing within 3 months	Ch$	422,418	Ch$	228,042	Ch$	213,310	Ch$	863,770
Maturing after 3 but within 6 months		41,016		33,225		2,554		76,795
Maturing after 6 but within 12 months		51,309		104,669		—		155,978
Maturing after 12 months		15,549		26,724		—		42,273
Total time deposits	Ch$	530,292	Ch$	392,660	Ch$	215,864	Ch$	1,138,816

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Minimum Capital Requirements

The following table sets forth our minimum capital requirements set by the Chilean Superintendency of Banks as of the dates indicated.

	As of December 31,
	2002			2003
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Net capital base	Ch$	270,950		Ch$	288,896
3% total assets net of provisions		(67,469	)		(83,563	)
Excess over minimum required equity	Ch$	203,481		Ch$	205,333
Net capital base as a percentage of the total assets, net of provisions		12.1	%		10.4	%
Effective equity	Ch$	311,270		Ch$	326,976
8% of the risk-weighted assets		(148,732	)		(176,978	)
Excess over minimum required equity	Ch$	162,538		Ch$	149,998
Effective equity as a percentage of the risk-weighted assets		16.7	%		14.8	%

Short-term Borrowings

Our short-term borrowings (other than deposits and other obligations) totaled Ch$180,211 million as of December 31, 2001, Ch$93,436 million as of December 31, 2002 and Ch$195,231 million as of December 31, 2003.

The principal categories of our short-term borrowings are amounts borrowed under foreign trade lines of credit, domestic interbank loans and repurchase agreements. The table below presents the amounts outstanding at the end of each period indicated and the weighted average nominal interest rate for each such period by type of short-term borrowing.

	As of and for the Year Ended December 31,
	2001				2002				2003
	Year End Balance		Weighted Average Nominal Interest Rate		Year End Balance		Weighted Average Nominal Interest Rate		Year End Balance		Weighted Average Nominal Interest Rate
	(in millions of constant Ch$ as of December 31, 2003, except for rate date)
Investments under agreements to repurchase	Ch$	53,346	6.5	%	Ch$	50,124	3.1	%	Ch$	61,716	3.0	%
Domestic interbank loans		68,523	5.7			15,383	2.7			69,450	2.5
Borrowings under foreign trade credit lines		58,342	1.8			27,929	2.0			64,065	1.4
Total short-term borrowings	Ch$	180,211	4.7	%	Ch$	93,436	2.7	%	Ch$	195,231	2.3	%

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The following table shows the average balance and the weighted average nominal rate for each short-term borrowing category during the periods indicated:

	2001				2002				2003
	Average Balance		Weighted Average Nominal Interest Rate		Average Balance		Weighted Average Nominal Interest Rate		Average Balance		Weighted Average Nominal Interest Rate
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Investments under agreements to repurchase	Ch$	40,060	9.0	%	Ch$	42,574	4.5	%	Ch$	53,069	3.4	%
Central Bank borrowings		3,255	6.8			3,991	4.0			4,282	2.4
Domestic interbank loans		22,688	6.4			27,813	5.6			53,070	3.3
Sub-total		66,003	8.0			74,378	4.9			110,421	3.3
Borrowings under foreign trade credit lines		37,391	4.4			48,220	4.1			54,970	3.9
Total short-term borrowings	Ch$	103,394	6.7	%	Ch$	122,598	4.5	%	Ch$	165,391	3.5	%

The following table presents the maximum month-end balances of our principal sources of short-term borrowings during the periods indicated:

	Maximum 2001 Month-End Balance		Maximum 2002 Month-End Balance		Maximum 2003 Month-End Balance
	(in millions of constant Ch$ as of December 31, 2003)
Investments under agreements to repurchase	Ch$	58,281	Ch$	62,836	Ch$	98,389
Central Bank borrowings		12,551		22,690		3,505
Domestic interbank loans		90,370		65,116		90,652
Borrowings under foreign trade credit lines		60,470		70,403		71,183

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C. ORGANIZATIONAL STRUCTURE

See “Item 7. Major Shareholders.”

D. PROPERTY

Our principal executive offices, which we own, are located in Santiago, Chile and are comprised of approximately 11,339 square meters (122,052 square feet). As of December 31, 2003, we owned 33 of the 66 properties on which branches were located and leased the remaining 33 branch locations. Total branch space as of December 31, 2003 aggregates approximately 47,875 square meters (515,322 square feet). The branches are located throughout all of the 13 geographic regions in Chile, including the Santiago Metropolitan Region.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The following discussion should be read in conjunction with our financial statements, together with the notes thereto, included elsewhere in this registration statement. Our financial statements have been prepared in accordance with Chilean GAAP, which differs in significant respects from U.S. GAAP. See note 27 to our financial statements for a description of the principal differences between Chilean GAAP and U.S. GAAP as they relate to us, and a reconciliation to U.S. GAAP of net income and shareholders’ equity. See “Presentation of Financial Information.”

General Conditions

We aresociedad anónima organized under the laws of Chile whose stock is quoted on the Santiago Stock Exchange and the Chilean Electronic Exchange. We are regulated by the Chilean Superintendency of Banks. We offer general commercial and consumer banking services and provide other services, including factoring, collection, leasing, securities and insurance brokerage, mutual and investment funds management and investment banking.

We have prepared this operating and financial review in a manner consistent with the way our management views our business as a whole. As a result we present the following key sections to the operating and financial review:

The following classification of revenues and expenses is based on our consolidated financial statements.

Revenues. We have three main sources of revenues, which include both cash and non-cash items:

• Interest revenue. We earn interest income from our interest-earnings assets, which are mainly represented by loans to customers and securities.

• Fees and commission income. We earn service fee revenues related to checking accounts, loans, mutual funds, credit cards and other financial services.

• Non-interest income. We earn income relating to changes in fair value of our securities portfolio and other trading activities.

Expenses. Our main expenses, which include both cash and non-cash items, are:

• Interest expense. We incur interest expense on our interest-bearing liabilities, such as deposits, short-term borrowings and long-term debt.

• Allowances for loan losses. We establish allowances for loan losses based on the size of our loan portfolio and our expectations regarding the ability of our customers to repay their loans.

• Non-interest expense. We incur expenses relating to salaries and benefits, administrative expenses, and other non-interest expenses.

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The Chilean Economy

All of our operations and substantially all of our customers are located in Chile. Accordingly, our financial condition and results of operations are substantially dependent upon economic conditions prevailing in Chile. The Chilean economy experienced continuous significant growth in the 1990s, but in recent years this growth has stagnated. In the ten years ended December 31, 2003 gross domestic product, or GDP, growth averaged 4.6% and in the five years ended December 31, 2003 GDP has grown 2.5% per year on average as a result of a series of international crises (including the financial crises in Argentina and Brazil) that led to a significant decline in consumer and investor confidence in Chile. However, during 2003, Chile’s internal demand has experienced a degree of recovery and Chile’s GDP grew 3.3% in the year. The growth in internal demand, as well as growing confidence among investors and others outside Chile in the stability of the country’s economy and financial system, are expected to continue to fuel this growth. In January 2004, the overnight interbank rate set by the Central Bank was reduced to 1.75% per annum in nominal terms, the lowest level in the last 16 years. As of August 31, 2004, the overnight interbank rate had not been changed.

Inflation

Although Chilean inflation has moderated in recent years, Chile has experienced high levels of inflation in the past. High levels of inflation in Chile could adversely affect the Chilean economy and have an adverse effect on our business, financial condition and results of operations. In 2000 inflation was 4.5%, reflecting the economic recovery and the rise in international oil prices. In 2001, the inflation rate decreased to 2.6%, reflecting the low growth rate of internal demand, the fall in international oil prices and high unemployment rates. Similarly, in 2002 inflation was only 2.8% also due to the low growth rate of internal demand. In 2003 inflation was 1.1%, despite the fact that the peso appreciated 15.9% during the same period against the dollar. Notwithstanding low levels of inflation in recent years, there can be no assurance that Chilean inflation will not increase significantly. Although we currently benefit from moderate levels of inflation in Chile due to the structure of our assets and liabilities (i.e., we have a significant amount of deposits that are not indexed to the inflation rate and/or do not accrue interest, while a significant portion of our loans are indexed to the inflation rate), there can be no assurance that our business, financial condition and result of operations in the future will not be adversely affected by changing levels of inflation.

UF-denominated Assets and Liabilities. The UF is revalued in monthly cycles. Every day in the period beginning the tenth day of the current month through the ninth day of the succeeding month, the nominal peso value of the UF is indexed up (or down in the event of deflation) in order to reflect each day a proportional amount of the prior calendar month’s change in the CPI. One UF was equal to Ch$16,262.66, Ch$16,744.12 and Ch$16,920.00 as of December 31, 2001 and 2002 and 2003, respectively. The effect of any changes in the nominal peso value of our UF-denominated assets and liabilities is reflected in our results of operations as an increase (or decrease, in the event of deflation) in interest revenue and expense, respectively. Our net interest revenue is positively affected by an inflationary environment to the extent that our average UF-denominated assets exceed our average UF-denominated liabilities. Our net interest revenue will be negatively affected by inflation in any period in which our average UF-denominated liabilities exceed our average UF-denominated assets. Our average UF-denominated assets exceeded our average UF-denominated liabilities by Ch$82,465 million, Ch$358,521 million and Ch$273,776 million during the years ended December 31, 2001, 2002 and 2003, respectively. See “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Average Balance Sheets, Income Earned from Interest Earning Assets and Interest Paid on Interest-Bearing Liabilities.”

Peso-denominated Assets and Liabilities.Rates of interest prevailing in Chile during any period reflect in significant part the rate of inflation during the period and expectations of future inflation. The responsiveness to such prevailing rates of our peso-denominated interest-earning assets and interest-bearing liabilities varies. See “—Interest Rates,” “—Results of Operations,” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk.” We maintain a substantial amount of non-interest bearing peso-denominated demand deposits. The ratio of the average balance of such demand deposits to average interest-earning assets was 12.9%, 10.7% and

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8.9% during the years ended December 31, 2001, 2002 and 2003, respectively. Because such deposits are not sensitive to inflation or changes in the market interest rate environment, any decline in market rates of interest or the rate of inflation adversely affects our net interest margin on assets funded with such deposits and any increase in the rate of inflation increases the net interest margin on such assets.

Price-level Restatement. Chilean GAAP requires that the financial statements be restated to reflect the full effects of gain or loss in the purchasing power of the Chilean peso on the financial position and results of operations of reporting entities. Chilean GAAP also prescribes that the historical cost of all non-monetary accounts be restated for general price-level changes between the date of origin of each item and the year-end. A bank’s net monetary asset position can be determined by subtracting shareholders’ equity from its net non-monetary asset position (non-monetary assets less non-monetary liabilities). As such, under Chilean GAAP the loss (or gain) from price-level restatement in results of operations is determined by subtracting the price-level restatement adjustment of net non-monetary assets from the price-level restatement adjustment of shareholders’ equity. Therefore, losses arise when shareholders’ equity exceeds net non-monetary assets, given that this signifies a positive net monetary asset position (i.e. monetary assets exceeds monetary liabilities), and gains arise when net non-monetary assets exceed shareholders’ equity, signifying a negative net monetary asset position. We generally maintain a positive net monetary asset position and, therefore, we have realized losses from price-level restatement in our results of operations. See note 27 to our financial statements for a discussion of principal differences between U.S. GAAP and Chilean GAAP as they apply to us and a reconciliation to U.S. GAAP of net income and shareholder’s equity.

Our consolidated financial statements have been price-level restated in order to reflect the effects of the changes in the purchasing power of the Chilean currency during each year. All non-monetary assets and liabilities and all equity accounts have been restated to reflect the changes in the CPI from the date they were acquired or incurred to year-end. Consistent with general banking practices in Chile, no specific purchasing power adjustments of income statement amounts are made. The purchasing power gain or loss included in net income reflects the effects of Chilean inflation on the monetary assets and liabilities held by us.

For comparative purposes, the year-end financial statements and their accompanying notes have been presented in constant Chilean pesos as of December 31, 2003. This presentation does not change the prior years’ statements or information in any way except to update the amounts to constant pesos of similar purchasing power.

The price-level adjusted consolidated financial statements do not purport to represent appraised values, replacement cost, or any other current value of assets at which transactions would take place currently and are only intended to restate all non-monetary consolidated financial statement components in terms of local currency of a single purchasing power and to include in the net result for each year the gain or loss in purchasing power arising from the holding of monetary assets and liabilities exposed to the effects of inflation.

Interest Rates

Interest rates earned and paid on our assets and liabilities reflect, to a certain degree, inflation, expectations regarding inflation, shifts in short-term interest rates set by the Central Bank and movements in long-term real rates. The Central Bank manages short-term interest rates based on its objectives of balancing low inflation and economic growth. Because our liabilities generally reprice faster than our assets, changes in the rate of inflation or short-term rates in the economy are reflected in the rates of interest paid by us on our liabilities before such changes are reflected in the rates of interest earned by us on our assets. Therefore, when short-term interest rates fall, our net interest margin is positively impacted, but when short-term rates increase, our interest margin is negatively affected. At the same time, our net interest margin tends to be adversely affected in the short term by a decrease in inflation because generally our UF-denominated assets exceed our UF-denominated liabilities. See “—Inflation—UF-denominated Assets and Liabilities” above. An increase in long-term rates also has a positive effect on our net interest margin, because our interest-earning assets generally have a longer duration than our interest-bearing liabilities. In addition, because our peso-denominated liabilities have relatively short repricing

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periods, they are generally more responsive to changes in inflation or short-term rates than our UF-denominated liabilities. As a result, during periods when current inflation or expected inflation exceeds the previous month’s inflation, customers often switch funds from peso-denominated deposits to more expensive UF-denominated deposits, thereby adversely affecting our net interest margin.

Foreign Exchange Rates

A material portion of our assets and liabilities is denominated in foreign currencies, principally the U.S. dollar, and we historically have maintained and may continue to maintain material gaps between the balances of such assets and liabilities. Because such assets and liabilities, as well as interest earned or paid on such assets and liabilities, and gains (losses) realized upon the sale of such assets, are translated to pesos in preparing our financial statements, our reported income is affected by changes in the value of the peso with respect to foreign currencies (principally the U.S. dollar). The Chilean government’s economic policies and any future changes in the value of the peso against the U.S. dollar could adversely affect our financial condition and results of operations. The peso has been subject to significant devaluation against the U.S. dollar in the past, including a decrease of 8.5% in 2000, 14.6% in 2001, and 8.6% in 2002, although it appreciated 15.9% against the U.S. dollar in 2003. See “Item 3. Key Information—Exchange Rate Information.”

The Chilean peso may be subject to significant fluctuations in the future. Our results of operations may be affected by fluctuations in the exchange rates between the peso and the U.S. dollar. Entering into forward exchange transactions enables us to reduce such material exchange rate mismatches. As of December 31, 2001, 2002 and 2003, the negative gap for 2001 and 2002 and the positive gap for 2003 between foreign currency denominated assets and foreign currency denominated liabilities, including forward contracts, was Ch$54 million, Ch$964 million and Ch$143 million, respectively.

Critical Accounting Policies and Estimates

As a Chilean bank, we prepare our consolidated financial statements in conformity with accounting principles generally accepted in Chile and the rules of the Chilean Superintendency of Banks relating thereto, which, together, differ in certain significant respects from U.S. GAAP. See note 27 to our financial statements for a description of the principal differences between Chilean GAAP and U.S. GAAP as they relate to us, a reconciliation to U.S. GAAP of net income and shareholders’ equity as of and for the years ended December 31, 2002 and 2003, additional disclosures required under U.S. GAAP and a discussion of recently issued accounting policies as they relate to us.

In preparing our consolidated financial statements, we use estimates and assumptions to account for certain assets, liabilities, revenues, expenses and other transactions. The consolidated financial statements include various estimates and assumptions, including but not limited to the adequacy of the allowance for loan losses, estimates of the fair value of certain financial instruments, the selection of useful lives of certain assets and the valuation and recoverability of goodwill and deferred tax assets. We evaluate these estimates and judgments on an ongoing basis. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. Actual results in future periods could differ from those estimates and assumptions, and if these differences were significant enough, our reported results of operations would be affected materially.

Note 1 to our financial statements contains a summary of our significant accounting policies. We believe that the following are the more critical judgment areas or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations:

Allowance for Loan Losses

We have established allowances to cover probable loan losses in accordance with regulations issued by the Chilean Superintendency of Banks.

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For purposes of the financial information presented in this registration statement, as of and for the period ending December 31, 2003, and for periods ending earlier, we have applied regulations of the Chilean Superintendency of Banks applicable to such periods. These regulations required us to estimate the allowance for loan losses based on global and individual allowances.

Global Allowance. The global allowance was calculated by multiplying the amounts outstanding in our loan portfolio by the greater of our “risk index” or 0.75% (2.0% for factoring operations). The risk index is derived from our management’s classification of our loan portfolio according to certain criteria relating to performance of the loans or, in the case of commercial loans, management’s estimate of the likelihood of default. More specifically, the risk index is computed by multiplying the aggregate amount of outstanding loans by the allowance percentage assigned to the relevant loan category. For a discussion of the loan categories that were in effect through December 31, 2003, see “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Allowances for Loan Losses.” As of December 31, 2003, our unconsolidated risk index was 1.59%, compared with an average for the Chilean financial system as a whole (i.e., all banks and finance companies) of 1.82%, as of October 31, 2003.

New regulations of the Chilean Superintendency of Banks, effective beginning January 1, 2004, changed the way that banks in Chile are required to calculate global allowances. These new regulations provide that the amount of global allowances be recorded according to a fixed loan categorization schedule. While the level of detail in the statutory loan category schedules limits management’s discretion regarding the category to which a given loan should correspond, our management is required to make estimates and judgments about inherently subjective matters in determining the classification of individual loans and such classification affects the determination of the allowance for loan loses. See “—New Regulations Relating to Classification of Banks and Loans—Classification of Loans” below and “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Classification of Loans (Effective as of January 1, 2004).”

Individual Allowance. Banks in Chile are required to maintain an individual allowance for loans on which any payment of principal or interest is 90 days or more overdue. The individual loan allowance calculation was not changed by the new Chilean Superintendency of Banks regulations and remains in effect. Our policy is to recognize loan loss allowances equal to 100.0% of the unsecured past due portion of individual loans. The allowances recognized consist of the global allowances for that individual loan plus an additional individual allowance such that the total allowances recorded (global and individual) equal 100.0% of the unsecured past due portion of individual loans. In the event that non-payment of a portion of a loan permits a bank to accelerate the loan, and the bank commences legal proceedings against the debtor to collect the full amount of the loan, the individual loan loss reserve must be equal to 100.0% of the entire outstanding amount of the loan within 90 days as of the filing of the lawsuit. The Chilean Superintendency of Banks has ruled that in the case of past due loans, individual loans loss reserves should be made only for the difference between 100.0% of the past due portion of a past due loan (or the full amount of the loan if the preceding sentence applies) and the reserve made for such loan when calculating the global loan loss reserve.

For periods after December 31, 2003, new Chilean Superintendency of Banks regulations apply to the classification of loans and the provisioning for such loans. The new regulations provide that all commercial loans of Ch$100 million or more are to be categorized into fixed categories based on the risk profile of the borrower. Each loan category has a required provision amount, expressed as a percentage of the outstanding amount. The levels of required allowances for commercial loans less than Ch$100 million and all consumer loans and mortgage loans are to be determined by the bank under the new regulations. In addition, the concept of voluntary loan loss allowances in excess of the minimum required amounts has been eliminated by the new regulations. Since January 1, 2004, we have been establishing provisions based on the new regulations and we do not believe that the application of such regulations results in any material increase in our allowances for loan losses. For a further description of the new Chilean Superintendency of Banks regulations relating to loan classification and provisioning, see “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Classification of Loans (Effective January 1, 2004)” and “Item 4. Information on the Company—Business Overview—Regulation and Supervision—New Regulations Relating to Classification of Banks and Loans—Classification of Loans.”

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As described above, the allowance for loan losses requires us to make estimates and, consequently, we regularly evaluate our allowance for loan losses by taking into consideration factors such as changes in the nature and volume of our loan portfolio, trends in forecasted portfolio credit quality and economic conditions that may affect our borrowers’ ability to pay. Increases in our allowance for loan losses are reflected as provisions for loan losses in our income statement. Loans are charged off when management determines that the loan or a portion thereof is uncollectible. Charge-offs are recorded as a reduction of the allowance for loan losses.

We consider accounting estimates related to allowance for loan losses to be “critical accounting estimates” because: (i) they are highly susceptible to change from period to period because our assumptions about the risk of loss used to classify our loans are updated for recent performance experience which may increase or decrease our risk index that is used to determine our global allowance, (ii) our specific allowances are also updated to reflect recent performance which may result in an increase or decrease in our specific allowances, (iii) it requires management to make estimates and assumptions about loan classification and the related estimated probable loss, if any, and (iv) any significant difference between our estimated losses (as reflected in the specific and general provisions) as of the balance sheet date and our actual losses will require us to adjust our allowance for loan losses that may result in additional provisions for loan losses in future periods which could have a significant impact on our future net income and/or financial condition. At December 31, 2003, our allowance for loan losses was Ch$44,203 million and was highly dependent upon our risk index. Our consolidated risk index was 1.51% at December 31, 2003. An increase of 5 basis points in our risk index at December 31, 2003 would have increased our required allowance for loan losses by Ch$807 million.

The Chilean Superintendency of Banks performs a yearly audit on each bank in the Chilean system to monitor, among other things, such bank’s loan categorization and provisioning practices and to assign such bank to a level of compliance. Banks that are assigned to “Category 1” are authorized by the Chilean Superintendency of Banks to assign their loans to the statutory loan categories based on management’s estimates, while banks that do not achieve Category 1 lose this ability. We have been assigned by the Chilean Superintendency of Banks to Category 1 since January 2004 and to its equivalent under the prior regulatory scheme, Category I, from 1997 through 2003.

Fair Value of Securities and Derivatives

Our investment portfolio principally includes debt securities purchased in connection with our balance sheet management activities. These securities are classified at the time of purchase as either trading investments or permanent investments. In addition, we hold certain derivatives which are used to hedge our exposure to foreign currencies.

We account for financial investments that have a secondary market (as defined by the Chilean Superintendency of Banks) at fair value with unrealized gains and losses in other operating income (expenses), in the case of trading investments, and unrealized gains and losses as a component of shareholders’ equity, in the case of permanent investments, in each case in accordance with the regulations of the Chilean Superintendency of Banks. Forward contracts covering non-Chilean currencies and U.S. dollars are reported at fair value with realized and unrealized gains and losses on these instruments recognized in other income. Forward contracts between the U.S. dollar and the Chilean peso are valued at the closing spot exchange rate of each balance sheet date with the initial discount or premium being amortized over the life of the contract in accordance with Chilean Superintendency of Banks. Under U.S. GAAP, both types of contracts are reported at fair value with changes in fair value reported in net income.

If available, quoted market prices provide the best indication of fair value. If quoted market prices are not available for fixed maturity securities, we discount the expected cash flows using estimated market interest rates commensurate with the credit quality and maturity of the investment, as determined by the Chilean Superintendency of Banks. As of December 31, 2003 and 2002 we did not have any significant securities for which quoted market prices were not available.

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We consider that the accounting estimate related to valuation of our investment securities where quoted market prices are not available as a “critical accounting estimate” because: (i) it is highly susceptible to change from period to period because it requires us to make assumptions about the applicable interest rates, exchange rates and the credit rating of the counterparty and (ii) the impact that recognizing a change in the valuations would have on the assets reported on our balance sheet as well as our net income or shareholders’ equity, as applicable, could be significant.

Goodwill

We have significant intangible assets related to goodwill. The carrying value of our goodwill was Ch$13,310 million at December 31, 2003. Goodwill represents the difference between the purchase price and the net book value of assets and liabilities acquired in a purchase transaction and is amortized on a straight-line basis over the periods estimated to be benefited. The useful economic life of acquired goodwill is assessed on the basis of the type and diversity of the business, its location and the markets in which it operates, and cannot exceed 10 years.

Goodwill is subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount.

The determination of the amortization period for goodwill and the subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future using a discounted cash flow analysis. Additionally, estimated cash flows may extend beyond ten years and, by their nature, are difficult to determine. Events and factors that may significantly affect the estimates include, among others, competitive forces, customer behavior and attrition, changes in revenue growth trends, costs structures and technology and changes in interest rates and specific industry or market sector conditions.

We consider that the accounting estimates related to the amortization period and any impairment required are “critical accounting estimates” because: (i) they are highly susceptible to management’s assumptions and projections at the time of acquisition which determine the amortization period, (ii) they are highly susceptible to changes from period to period because they require management to make assumptions about future cash flows, interest rates, the health of the economy and operating costs, and (iii) the impact that recognizing a goodwill impairment charge would have on the assets reported on our balance sheet as well as on our net income could be significant.

Income Taxes

In preparing our consolidated financial statements, we are required to estimate income taxes, which involves an estimation of current tax expense together with an assessment of temporary differences resulting from differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Our carrying value of net deferred tax assets assumes that we will be able to generate sufficient future taxable income based on estimates and assumptions. We consider that accounting estimates related to determining the valuation and recoverability of deferred tax assets to be “critical accounting estimates” because if these estimates and related assumptions change in the future, we may be required to record valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statement of income. We evaluate the recoverability of our deferred tax assets semi-annually. The carrying value of our net deferred tax assets as of December 31, 2003 was Ch$6,956 million.

Developments in Chilean and U.S. GAAP

In September 2002, the Chilean Superintendency of Banks issued Circular No. 3,189, which changed the method for calculating and accounting for the allowances related to credit risk. Under the new standard, Chilean banks are permitted to use the evaluation methods and models that each bank considers appropriate based on its

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specific kind of loan portfolio or transactions, following the general guidelines instructed by the Superintendency. Such models and further modifications have to be approved by the board of directors. The Bank is required to adopt the provisions as of January 1, 2004. Corpbanca does not expect that the implementation of the new method for calculating and accounting for the allowances related to credit risk will have a material effect on its consolidated financial statements.

In January 2003, the Financial Accounting Standards Board released Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46) which was revised by the Financial Accounting Standards Board in December 2003. The revised interpretation (FIN 46R) changes the method of determining whether certain entities should be included in a company’s consolidated financial statements. An entity is subject to FIN 46R and is called a variable interest entity (VIE) if it has (1) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, (2) equity investors that cannot make significant decisions about the entity’s operations, or that do not absorb the majority of expected losses or receive the majority of expected returns of the entity or (3) equity investors that have voting rights that are not proportionate to their economic interests and substantially all the activities of the entity involve, or are conducted on behalf of, an investor with a disproportionately small voting interest. A variable interest entity is consolidated by its primary beneficiary, which is the party involved with the variable interest entity that has a majority of the expected losses or a majority of the expected residual returns or both. The provisions of FIN 46R will apply for Corpbanca to all entities subject to this interpretation in 2004. Corpbanca does not expect that the implementation of FIN 46R will have a material effect on its consolidated financial conditions or results of operation.

In August 2003, the Financial Accounting Standards Board ratified EITF 03-11, “Reporting Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities,” and “Not Held for Trading Purposes” as defined in EITF Issue No. 02-3, “Issues Related to Accounting for Contracts Involved in Energy Trading and Risk Management Activities.” EITF 03-11 requires companies, when determining whether realized gains and losses on derivative contracts not held for trading purposes should be reported on a net or gross basis, to make such determinations as a matter of judgement that depends on the relevant facts and circumstances. EITF 03-11 is to be applied prospectively for transactions or arrangements entered into by Corpbanca after January 1, 2004. The application of EITF 03-11 is not expected to have a significant impact on Corpbanca’s financial position or results of operations.

In July 2003, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Non-traditional Long-Duration Contracts and for Separate Accounts (“SOP 03-1”).” SOP 03-1 provides guidance related to the reporting and disclosure of certain insurance contracts and separate accounts, including the accounting for annuitisation options. SOP 03-1 also addresses the capitalization and amortization of sales inducements to contract holders. SOP 03-1 is effective for fiscal years beginning after December 15, 2003. The application of SOP 03-1 is not expected to have a significant impact on Corpbanca’s financial position or results of operations, including financial statement presentations and disclosures.

In December 2003, the American Institute of Certified Public Accountants issued SOP 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (“SOP 03-3”). SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes such loans acquired in purchase business combinations but does not apply to loans originated by the entity. SOP 03-3 limits the yield that may be accredited to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows over the investor’s initial investment in the loan. The SOP requires that the excess of contractual cash flows over cash flows expected to be collected not be recognized as an adjustment of yield, loss accrual, or valuation allowance. SOP 03-3 also prohibits investors from displaying accretable yield and nonaccretable differences in the balance sheet. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment

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of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment. SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. The application of SOP 03-3 is not expected to have a significant impact on Corpbanca’s financial position or results of operations.

In March 2004, the FASB’s Emerging Issues Task Force (“EITF”) reached a consensus regarding EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The consensus provides guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures for equity investments accounted for under the cost method. Annual disclosures about unrealized losses on available for sale securities that have not been recognized as other-than-temporary impairments that were required under an earlier EITF 03-1 consensus remain in effect. The EITF 03-1 guidance for determining other-than-temporary impairment is effective for Corpbanca’s Form 20-F for the year ending December 31, 2004.

Recent Developments

The following information is derived from our consolidated financial results prepared in accordance with Chilean GAAP as of and for the six-month period ended June 30, 2004. The financial information in this section is presented in constant pesos of June 30, 2004 and as such is not directly comparable to the financial information presented in constant pesos as of December 31, 2003 contained elsewhere herein. The observed exchange rate as of June 30, 2004 was Ch$636.59 per U.S.$1.00, representing a decrease in the value of the peso of 6.2% as compared to Ch$599.42 per U.S.$1.00 as of December 31, 2003. See “Item 3. Key Information—Exchange Rate Information.”

Net income

Our net income for the first six months of 2004 was Ch$26,314 million, a 7.6% increase compared to net income of Ch$24,462 million for the same period in 2003. This increase was primarily due to decreases in provisions for loan losses and operating expenses. Our provisions for loan losses decreased by 19.8%, from Ch$13,469 million in the six-month period ended June 30, 2003 to Ch$10,802 million in the 2004 period, due primarily to increased loan portfolio quality. Our operating expenses decreased by 6.1%, from Ch$26,619 million in the six-month period ended June 30, 2003 to Ch$25,009 million in the 2004. The decrease in operating expenses was due in part to a reduction in administrative expenses relating to a change in the classification of certain sales expenses, which previously were included as operating expenses but in 2004 are included under other operating income, net. Our other expenses also decreased as a result of the termination in 2003 of our agreement with theInstituto de Normalización Previsional, the Chilean government pension system, or INP. In addition, our net interest margin (net interest revenue divided by average interest-earning assets) decreased from 4.5% in the first six months of 2003 to 4.1% in the 2004 period, reflecting the fact that growth in our average interest-earning assets outpaced the growth of our net interest revenue in the first six months of 2004 as compared to the 2003 period.

The effect of factors positively affecting our net income was partially offset by a 110.9% decrease, from a gain of Ch$2,938 million in the first six months of 2003 to a loss of Ch$320 million in the 2004 period, in foreign exchange transactions, net; a 26.7% decrease, from Ch$6,502 million in the first six months of 2003 to Ch$4,767 million in the 2004 period, in gains from trading activities; a 148.1% increase, from Ch$339 million in the first six months of 2003 to Ch$841 million in the 2004 period, in tax provisions; and an 18.0% decrease, from Ch$10,493 million in the first six months of 2003 to Ch$8,610 million in the 2004 period, in fees and income from services, net. A principal factor in the decrease in fees and income from services, net was our termination of operations with the INP.

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Efficiency ratio

We maintained our leadership position in the Chilean banking system for the first half of 2004, as measured by efficiency ratio. Due in part to reduced operating expenses as described above, our consolidated efficiency ratio (operating expenses as a percentage of operating revenue) for the first six months of 2004 was 38.3%, and 38.5% on an unconsolidated basis.

Return on shareholders’ equity; Capitalization

Our return on shareholders’ equity (net income for the period divided by shareholders’ equity, net of net income, at the end of the period) remained virtually unchanged (16.7% annualized for the first six months of 2004 compared to 16.8% annualized for the 2003 period). Although our net income in the first six months of 2004 increased compared to the 2003 period, the effect of this increase on return on shareholders’ equity was offset by the effect on our equity base of our capitalization, in February 2004, of 50% of our 2003 net income, in the amount of Ch$25,062 million.

Risk index

As of June 30, 2004, our individual risk index was 1.95%, calculated according to the updated requirements of the Chilean Superintendency of Banks, compared to 2.23% as of June 30, 2003, pro forma as calculated according to the same requirements. We believe that this improvement is due to the strengthening of the composition of our loan portfolio, our collections management efforts and our continued adherence to our credit policies.

Total loans

Our total loans (net of interbank loans) as of June 30, 2004 were Ch$2,169,183 million, an increase of 16.4% compared to Ch$1,862,958 million as of June 30, 2003. This growth was due primarily to increases in our mortgage and consumer loan portfolios, which as of June 30, 2004 had expanded by 26.9% (from Ch$257,298 million to Ch$326,599 million) and 31.6% (from Ch$185,854 million to Ch$244,657 million), respectively, as compared to June 30, 2003. Our commercial loan portfolio also increased significantly, by 17.0%, from Ch$866,992 million as of June 30, 2003 to Ch$1,014,242 million as of June 30, 2004. Past due loans decreased by 13.5%, from Ch$29,402 million as of June 30, 2003 to Ch$25,442 million as of June 30, 2004.

Funding

Time deposits increased by 29.0% from Ch$1,134,763 million as of June 30, 2003 to Ch$1,463,238 million as of June 30, 2004. In addition, foreign borrowings increased by 39.4% from Ch$138,531 million as of June 30, 2003 to Ch$193,169 million as of June 30, 2004 and balances in checking and other current accounts, net rose by 38.0% from Ch$115,622 million as of June 30, 2003 to Ch$159,498 million as of June 30, 2004. This growth, together with the capitalization of 50% of our 2003 net income, allowed us to fund growth in our loan portfolio while controlling funding costs. Accordingly, borrowings from domestic financial institutions decreased by 55.1%, from Ch$101,290 million as of June 30, 2003 to Ch$45,453 million as of June 30, 2004.

Results of Operations

Pursuant to Chilean GAAP and for comparative purposes, the financial information in this section is restated in constant pesos as of December 31, 2003.

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Results of Operations for the Years Ended December 31, 2002 and 2003

The following table sets forth the principal components of our net income for the years 2002 and 2003:

	For the Year Ended December 31,						% Change from Prior Year
	2002			2003			2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Components of net income:
Net interest revenue	Ch$	99,839		Ch$	95,601		(4.2	)%
Provisions for loan losses		(30,576	)		(31,816	)	4.1
Fees and income from services (net)		19,880			21,986		10.6
Other operating income (net)		10,535			18,682		77.3
Other income and expenses (net)		(11,028	)		4,641		142.1
Operating expenses		(53,324	)		(54,657	)	2.5
Loss from price-level restatement (net)		(2,041	)		(2,238	)	9.7
Income before income taxes		33,285			52,199		56.8
Income taxes		1,506			(2,075	)	(237.8	)
Voluntary reserves		1,118			—		(100.0	)
Net income	Ch$	35,909		Ch$	50,124		39.6	%

Net interest revenue

The following table sets forth the elements of our net interest revenue for the years 2002 and 2003:

	For the Year Ended December 31,						% Change from Prior Year
	2002			2003			2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Interest revenue(1)	Ch$	182,040		Ch$	155,417		(14.6	)%
Interest expense		(82,201	)		(59,816	)	(27.2	)
Net interest revenue	Ch$	99,839		Ch$	95,601		(4.2	)%

(1) Interest revenue includes commissions earned on mortgage instrument operations.

Our net interest revenue was Ch$95,601 million in 2003 compared to Ch$99,839 million in 2002, a decrease of 4.2%. Our interest revenue was Ch$155,417 million in 2003 compared to Ch$182,040 million in 2002, a decrease of 14.6%. Our interest expense was Ch$59,816 million in 2003 compared to Ch$82,201 million in 2002 a decrease of 27.2%. During 2003, we continued to benefit from declining interest rates due to the fact that our interest-bearing liabilities reprice more frequently than our interest-earning assets resulting in the 27.2% decline in our interest expense compared to a 14.6% decline in our interest revenue. The 4.2% reduction in net interest revenue largely resulted from a 300 basis point (30.9%) decrease in the average nominal interest rate earned on our interest-earning assets, which was partially offset by a 23.5% increase in average interest-earning assets. The average nominal interest rate earned was 6.7% in 2003 compared to 9.7% during 2002. The average nominal rate paid was 3.4% in 2003 compared to 5.4% in 2002. The decrease in net interest revenue was also attributable to the lower inflationary environment in 2003 compared to 2002, which reduced the balance of our UF-denominated assets which generally increase during periods of high inflation.

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The following table sets forth information as to key elements of our interest revenue for the years 2002 and 2003:

	For the Year Ended December 31,				% Change from Prior Year
	2002		2003		2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Interest revenue	Ch$	182,040	Ch$	155,417	(14.6	)%
Average interest-earning assets:
Loans(1)		1,530,335		1,885,574	23.2
Financial investments		298,153		335,058	12.4
Interbank deposits		38,760		84,708	118.5
Total average interest-earning assets	Ch$	1,867,248	Ch$	2,305,340	23.5	%

(1) Includes commercial loans, mortgage loans, contingent loans and past due loans.

Our total average interest-earning assets were Ch$2,305,340 million in 2003 compared to Ch$1,867,248 million in 2002, an increase of 23.5%. This increase was the result of an increase from Ch$1,149,099 million to Ch$1,345,437 million in the size of our commercial loan portfolio, as well as percentage increases in our mortgage, consumer and contingent loan operations. Our contingent loan portfolio consists mainly of guarantees and letters of credit relating to foreign trade finance.

The following table sets forth information as to key elements of our interest expense for the years 2002 and 2003:

	For the Year Ended December 31,				% Change from Prior Year
	2002		2003		2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Interest expense	Ch$	82,201	Ch$	59,816	(27.2	)%
Average interest-bearing liabilities:
Savings accounts		16,510		14,952	(9.4	)
Time deposits		1,068,748		1,168,117	9.3
Central Bank borrowings		4,672		4,427	(5.2	)
Repurchase agreements		42,574		53,069	24.7
Mortgage finance bonds		196,993		234,509	19.0
Other interest-bearing liabilities		195,527		268,040	37.1
Total average interest-bearing liabilities	Ch$	1,525,024	Ch$	1,743,114	14.3	%

Our interest expense was Ch$59,816 million in 2003 compared to Ch$82,201 million in 2002, a decrease of 27.2%. This decrease was mainly the result of a 200 basis point (37.0%) decrease in the average nominal interest rate paid on interest-bearing liabilities, which reflected lower interest rates in 2003 compared to 2002. This decrease in interest expense was partially offset by a 14.3% increase in average interest-bearing liabilities.

Given our strong capital base, we have been able to grow our loan portfolio without relying exclusively on our interest-bearing liabilities. As we increase the size of our loan portfolio, we will continue to seek to lower our cost of funding through expanding our retail deposit base.

Net interest margin (net interest revenue divided by average interest-earning assets) for 2003 was 4.1%, as compared to 5.3% for 2002. This decrease resulted mainly from (i) the decrease of 24.3% (from Ch$358,521 million in 2002 to Ch$273,776 million in 2003) in the difference, or gap, between our UF-denominated assets and UF-denominated liabilities, caused by a decreased rate of inflation in 2003 as compared to 2002, as well as

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(ii) a decrease in the net revenues caused by to the gap in our U.S. dollar-denominated asset position caused by the strengthening of the peso against the dollar in 2003 as compared to 2002. Because our peso-denominated liabilities have relatively short repricing periods, they are generally more responsive to changes in inflation or short term rates than our UF-denominated liabilities. As a result, during periods when current inflation or expected inflation exceeds the previous month’s inflation, customers often switch funds from peso-denominated deposits to more expensive UF-denominated deposits, thereby adversely affecting our net interest margin.

Provisions for loan losses

As discussed under “—Critical Accounting Policies and Estimates—Allowance for Loan Losses,” our global loan loss historically were calculated on the basis of our risk index. Our risk index (consolidated) improved from 1.76% as of December 31, 2002 to 1.51% as of December 31, 2003. Our charge-offs were Ch$19,559 million in 2003 compared to Ch$20,857 million in 2002. Information regarding the risk index (consolidated) for the Chilean financial system as a whole is not available. However, on an unconsolidated basis (which does not take into account our leasing and factoring activities), our risk index as of December 31, 2003 was 1.59%, compared with the 1.82% average for the Chilean financial system as of October 31, 2003. Our unconsolidated risk index as of December 31, 2002 was 1.86%, compared to 1.90% for the Chilean financial system as of October 31, 2002. The Chilean Superintendency of Banks publishes the risk index (unconsolidated) for the financial system three times a year in February, June and October.

We recorded consolidated net loan growth of 21.3% in 2003 compared to 2002. This increase was attributable to our continuing efforts related to our business strategy of increasing the size of our loan portfolio.

Our provisions for loan losses were Ch$31,816 million in 2003 compared to Ch$30,576 million in 2002, an increase of 4.1%. This was the result of an increase of 21.2% in our consolidated loan portfolio, which was partially offset by an improvement in our consolidated risk index from 1.76% as of December 31, 2002 to 1.51% as of December 31, 2003. Total charge-offs decreased by 6.2% in 2003, representing 61.5% of provisions for loan losses charged to income during the period. As of December 31, 2003, our allowances for loan losses as a percentage of total loans was 2.1%, compared to 2.2% as of December 31, 2002. In our management’s judgment, our allowances for loan losses as of December 31, 2003 were adequate to cover any known or probable losses in the loan portfolio.

The following table sets forth certain information relating to our allowances for loan losses as of December 31, 2002 and 2003:

	As of December 31,						% Change from Prior Year
	2002			2003			2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Total loans	Ch$	1,727,071		Ch$	2,092,611		21.2	%
Substandard loans		46,759			43,295		(7.4	)
Risk index (consolidated)		1.76	%		1.51	%	(14.2	)
Risk index (unconsolidated)(1)		1.86	%		1.59	%	(14.5	)
Allowances based on consolidated risk index		30,396			31,598		4.0
Minimum allowances required		38,301			44,203		15.4
Allowances for loan losses		38,301			44,203		15.4
Allowances for loan losses as a percentage of total loans		2.2	%		2.1	%	(4.5	)
Allowances for loan losses as a percentage of past due loans		134.1	%		170.8	%	27.4
Allowances for loan losses as a percentage of substandard loans		81.9	%		102.1	%	24.7	%

(1) Does not include our factoring and leasing operations. Unconsolidated figures are prepared for purposes of certain filings with the Chilean Superintendency of Banks. Unless otherwise indicated, risk index ratios contained in this registration statement are presented on a consolidated basis.

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Fees and income from services (net)

Our fees and income from services (net) increased 10.6% from Ch$19,880 million in 2002 to Ch$21,986 million in 2003, due primarily to a 12.3% increase in fees and other services income from Ch$22,414 million in 2002 to Ch$25,175 million in 2003. This increase is consistent with our strategy of enhancing commissions and fee income as a percentage of our total revenues. The increase in commissions and fee income was due to an overall increase in activity in our fee and commission generating lines of business. We intend to continue to increase our commission and fee income as part of our growth strategy.

The increase in our fees and other services income was partially offset by a 25.8% increase in fees and other services expenses from Ch$2,534 million in 2002 to Ch$3,189 million in 2003. This increase in fees and other services expenses was primarily due to increased operations in most of our fee and commission generating operations, including charges payable to Redbanc S.A. in connection with ATM usage by our customers and brokerage commissions payable in connection with our sale of mortgage notes to fund our mortgage loan portfolio.

Other operating income (net)

The following table sets forth certain components of our other operating income (net) for 2002 and 2003:

	For the Year Ended December 31,						% Change from Prior Year
	2002			2003			2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Trading activities (net)	Ch$	14,288		Ch$	11,232		(21.4	)%
Foreign exchange transactions (net)		(1,837	)		9,525		618.5
Other operating income and expenses (net)		(1,916	)		(2,075	)	8.3
Total other operating income (net)	Ch$	10,535		Ch$	18,682		77.3	%

Our total other operating income (net) increased to Ch$18,682 million in 2003 compared to Ch$10,535 million in 2002. This 77.3% increase was primarily the result of a change in foreign exchange transactions from a loss in 2002 of Ch$1,837 million to a gain of Ch$9,525 million in 2003. The gain in 2003 primarily resulted from gains from our foreign currency contracts due to the appreciation of the peso against the dollar for the period. According to the guidelines of the Chilean Superintendency of Banks, these gains or losses are not considered income or expense, but are treated as gains or losses from foreign exchange transactions and, accordingly, registered in a different line item of the income statement. We believe that this accounting practice distorts net interest income and foreign exchange transaction gains, especially in periods of high exchange rate volatility.

The improvement in total other operating income (net) was partially offset by a 21.4% decrease in trading activities (net) in 2003 compared to 2002. In 2002, there was a greater amount of trading activities as a result of the significant decrease in interest rates.

Other income and expense (net)

We had other income (net) of Ch$4,641 million in 2003 compared to other expense (net) of Ch$11,028 million in 2002. This increase was primarily the result of the acceleration of the amortization in 2002 of goodwill arising from our acquisition of Financiera Condell S.A., which had been fully amortized by the end of 2002. We accelerated this amortization due to the fact that the profitability of the acquired assets exceeded our expectations at the time of the acquisition.

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Operating expenses

The following table sets forth the principal components of our operating expenses for the years ended 2002 and 2003:

	For Year Period Ended December 31,				% Change from Prior Year
	2002		2003		2003
	(in millions of constant Ch$ as of December 31, 2003 except for percentages)
Personnel salaries and expenses	Ch$	29,619	Ch$	30,634	3.4	%
Administrative and other expenses		18,121		18,799	3.7
Depreciation and amortization		5,584		5,224	(6.4	)
Total operating expenses	Ch$	53,324	Ch$	54,657	2.5	%

Our total operating expenses were Ch$54,657 million in 2003 compared to Ch$53,324 million in 2002, an increase of 2.5%. This increase was mainly the result of an increase of 3.7% in administrative and other expenses and an increase of 3.4% in personnel salaries and expenses, partially offset by a 6.4% decrease in expenses relating to depreciation and amortization.

Administrative and other expenses were Ch$18,799 million in 2003 compared to Ch$18,121 million in 2002, an increase of 3.7%. Administrative and other expenses includes payments to our affiliate CorpGroup Interhold S.A. made pursuant to our service agreement dated July 6, 2001, which expires in July 2006. Under this agreement, we are obligated to pay fees amounting to approximately UF6,000 per month.

Depreciation and amortization expenses were Ch$5,224 million in 2003 compared to Ch$5,584 million in 2002, a decrease of 6.4%. This decrease was due primarily to a decrease in the depreciation of bank premises and amortization of part of the goodwill related to the Consumer Division of Corfinsa which is classified in this caption.

Our efficiency ratio (operating expenses as a percentage of operating revenue which is the aggregate of net interest revenue, fees and income from services (net) and other operating income (net)), which was 40.9% during 2002, improved to 40.1% during 2003.

Loss from price-level restatement (net)

Substantially all of our assets and liabilities are monetary. Chilean GAAP requires that non-monetary assets and liabilities (in our case, primarily bank premises and equipment and shareholders’ equity) be restated to express them in constant pesos of purchasing power at the most recent balance sheet date. Gains arise when the restatements as a result of inflation made to fixed assets exceed such restatements to shareholders’ equity. Losses arise when such restatements to fixed assets are less than such restatements to shareholders’ equity.

The increase in our net loss from price-level restatement from Ch$2,041 million in 2002 to Ch$2,238 million in 2003 was attributable to the increase in shareholders’ equity from Ch$306,859 million as of December 31, 2002 to Ch$339,020 million as of December 31, 2003.

Income taxes

Our income taxes were a net tax liability of Ch$2,075 million in 2003, compared to a net tax benefit of Ch$1,506 million in 2002. In each period our tax expenses reflected the application of tax loss carryforwards.

Pursuant to an accounting standard issued by theColegio Contadores de Chile A.G., or Chilean Association of Accountants, which took effect January 1, 2000, we began recognizing the consolidated tax effects generated by the temporary differences between the financial book values and tax values of assets and liabilities. At the

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same date, the previously unrecorded net deferred tax was completely offset against a net “complementary” account, and amortized over the estimated reversal periods corresponding to the underlying temporary differences as of January 1, 2000. The effect of the transitional provisions established in this accounting standard and the effect of reversing timing differences related to unrecorded deferred income taxes, which were unrecorded as of the date of application, have been effectively neutralized. The principal reason for the discrepancy between net financial income and the low to negative tax rates reflected in our results relates to the fact that although we have been able to utilize our tax loss carryforwards to reduce or completely offset taxable income payable in those years, the reversal of the related deferred tax assets, which normally result in tax expense for the period, has been offset by the amortization of the complementary deferred tax liabilities established.

Our tax liability for 2003 represents a provision for deferred taxes attributable to gains in 2003 in our net foreign currency position and, in particular, the related taxable gains under our foreign currency forward contracts as of December 31, 2003, assuming that such contracts expired on that date. While we were able to offset our taxable income against our loss carryforward to partially reduce taxable income, we were not able to offset our deferred tax assets against deferred tax liabilities in that period. The tax liability represents only a provision, given that the contracts have not expired.

Results of Operations for the Years Ended December 31, 2001 and 2002

Pursuant to Chilean GAAP and for comparative purposes, the financial information in this section, for all full-year periods, is restated in constant pesos as of December 31, 2003.

The following table sets forth information as to key elements of our interest revenue for the years 2001 and 2002:

	For the Year Ended December 31,				% Change from Prior Year
	2001		2002		2002
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Interest revenue	Ch$	193,275	Ch$	182,040	(5.8	)%
Average interest-earning assets:
Loans(1)		1,321,095		1,530,335	15.8
Financial investments		237,949		298,153	25.3
Interbank deposits		39,896		38,760	(2.8	)
Total average interest-earning assets	Ch$	1,598,940	Ch$	1,867,248	16.8	%

(1) Includes commercial loans, mortgage loans, contingent loans and the past due loans.

From 2001 through 2002, we continued to benefit from declining interest rates due to the fact that our interest-bearing liabilities reprice more frequently than our interest-earning assets.

Our total average interest-earning assets increased 16.8% from Ch$1,598,940 million in 2001 to Ch$1,867,248 million in 2002, reflecting growth in all categories of interest-earning assets. The 25.3% increase from 2001 to 2002 in financial investments reflected the investment of proceeds from our equity capital-raising transaction in the fourth quarter of 2002.

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The following table sets forth information as to key elements of our interest expense for the years 2001 and 2002:

	For the Year Ended December 31,					% Change from Prior Year
	2001			2002		2002
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Interest expense	Ch$	98,585		Ch$	82,201	(16.6	)%
Average interest-bearing liabilities:
Savings accounts		18,197			16,510	(9.3	)
Time deposits		901,558			1,068,748	18.5
Central Bank borrowings		4,402			4,672	6.1
Repurchase agreements		40,060			42,574	6.3
Mortgage finance bonds		172,059			196,993	14.5
Other interest-bearing liabilities		168,875			195,527	15.8
Total average interest-bearing Liabilities	Ch$	1,305,151		Ch$	1,525,024	16.8	%
			��

Our interest expense was Ch$82,201 million in 2002 compared to Ch$98,585 million in 2001, representing a decrease of 16.6%. This decrease was the result of a 220 basis point (29.0%) decrease in the average nominal interest rate paid on interest-bearing liabilities. This decrease was partially offset by a 16.8% increase in average interest-bearing liabilities.

Net interest margin (net interest revenue divided by average interest-earning assets) in 2002 was 5.4%, as compared to 5.9% in 2001. This 8.5% decrease resulted mainly from the fact that during most of the year 2002, we had an increase in our peso-denominated liabilities, resulting in a negative gap in our peso-denominated average interest-earning assets. However, following our equity capital-raising transaction in the fourth quarter of 2002, we prepaid a significant amount of our peso-denominated interest-bearing liabilities, thereby decreasing this negative gap for the rest of the year.

Provisions for loan losses

As discussed under “—Critical Accounting Policies and Estimates—Allowance for Loan Losses,” our global loan loss allowances historically were calculated on the basis of our risk index. Our risk index (consolidated) worsened from 1.72% as of December 31, 2001 to 1.76% as of December 31, 2002.

On an unconsolidated basis, our risk index as of December 31, 2002 was 1.86%, compared with 1.90%, the average of the Chilean financial system as of October 31, 2002. For purposes of this discussion, “unconsolidated” refers to our operations without taking into account leasing and factoring. Our unconsolidated risk index as of December 31, 2001 was 1.87%, compared to the 2.08% average of the Chilean financial system as of October 31, 2001. The weaker-than-expected recovery of the Chilean economy in 2001 and 2002, following a slowdown in 2000, continued to affect asset quality throughout the financial system, leading to an increase in the average risk index of the financial system as a whole.

In 2002, we increased our provisions for loan losses by 4.8% from Ch$29,148 million in 2001 to Ch$30,576 million. This increase was a result of the increase in our risk index and the 15.0% increase in our loan portfolio from 2001 to 2002. Total charge-offs decreased by 6.4% to Ch$20,857 million in 2002 from Ch$22,275 million in 2001, representing 68.2% of provisions for loan losses made in 2002. Our ratio of allowances for loan losses in 2002 to total loans as of December 31, 2002 was 2.2%. Our balance of allowances for loan losses as of December 31, 2002 was in excess of that required by the Chilean Superintendency of Banks, and in management’s judgment was adequate to cover any known or probable losses in the loan portfolio. The ratio of past due loans to total loans was 1.7% as of December 31, 2002.

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The following table sets forth our allowances for loan losses as of December 31, 2001 and 2002:

	As of December 31,						% Change from Prior Year
	2001			2002			2002
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Total loans	Ch$	1,501,986		Ch$	1,727,071		15.0	%
Substandard Loans		41,372			46,759		13.0
Risk index (consolidated)		1.72	%		1.76	%	2.3
Risk index (unconsolidated)(1)		1.87	%		1.86	%	(0.5	)
Allowances based on consolidated risk index		25,834			30,396		17.7
Minimum allowances required		33,080			38,301		15.8
Allowances for loan losses		34,230			38,301		11.9
Allowances for loan losses as a percentage of total loans		2.3	%		2.2	%	(4.3	)
Allowances for loan losses as a percentage of past due loans		152.1	%		134.1	%	(11.8	)
Allowances for loan losses as a percentage of substandard loans		82.7	%		81.9	%	(1.0	)%

(1) Does not include our factoring and leasing operations. Unconsolidated figures are prepared for purposes of certain filings with the Chilean Superintendency of Banks. Unless otherwise noted, risk index ratios contained in this registration statement are presented on a consolidated basis.

For a discussion regarding our policies and practices regarding allowances for loan losses changed to income and provisions, see “Item 4. Information on the Company—Business Overview—Selected Statistical Information—Allowances for Loan Losses.”

Fees and income from services (net)

Our fees and income from services (net) increased 16.1% from Ch$17,117 million in 2001 to Ch$19,880 million in 2002, due primarily to an increase in refinancing fees, insurance operations by our subsidiary Corp Corredores de Seguros S.A. and fees charged to insurance companies whose products we place through such subsidiary, a 17.4% increase in fees and other services income from Ch$19,097 million in 2001 to Ch$22,414 million in 2002. This increase was attributable to our strategy of enhancing commissions and fees income as a percentage of our total revenues.

Our 17.4% increase in fees and other services income was partially offset by a 28.0% increase in fees and other services expenses, from Ch$1,980 million in 2001 to Ch$2,534 million in 2002. This increase in fees and other services expenses was primarily due to higher expenses paid in 2002 relating to automatic teller cards, letters of credit, guarantees, pledges and other contingent loans, and credit cards.

Other operating income (net)

The following table sets forth certain components of our other operating income (net) for the years 2001 and 2002:

	For the Year Ended December 31,						% Change from Prior Year
	2001			2002			2002
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Trading activities (net)	Ch$	5,682		Ch$	14,288		151.5	%
Foreign exchange transactions (net)		(1,180	)		(1,837	)	55.7
Other operating income (expense) (net)		2,417			(1,916	)	(179.3	)
Total operating expenses (net)	Ch$	6,919		Ch$	10,535		52.3	%

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Our total other operating income (net) was Ch$10,535 million in 2002 compared to Ch$6,919 million in 2001, an increase of 52.3%. This increase was primarily the result of a 151.5% increase in income from trading activities (net), offset by a 55.7% increase in loss from foreign exchange transactions (net) and a change from other operating income (net) of Ch$2,417 million to other operating expenses (net) of Ch$1,916 million.

The 151.5% increase in income from trading activities (net) in 2002 resulted mainly from the lower interest rate environment and the slow recovery of the Chilean economy at the end of 2001. Due to these trends, we took longer term positions in Central Bank securities, Chilean corporate bonds and Chilean sovereign bonds, and these gains were mainly the result of increased marked-to-market gains on such securities. The 55.7% decrease in foreign exchange transactions (net) resulted mainly from the accrual cost of foreign currency forward contracts, which we entered into to hedge net interest revenues, and reflected the depreciation of the peso against the dollar for the period. Under applicable Chilean Superintendency of Banks guidelines, these gains or losses are not considered interest revenue, but are treated as gains or losses from foreign exchange transactions and, accordingly, registered in a different line item of the income statement. The change from other operating income (net) of Ch$2,417 million in 2001 to other operating expenses (net) of Ch$1,916 million in 2002 was primarily due to the fact that expenses related to our administration of operations with the INP were included under this line item in 2002 instead of administrative and other expenses as in 2001.

Other income and expenses (net)

Other income and expenses (net) was an expense of Ch$11,028 million in 2002 compared to income of Ch$902 million in 2001. This change was primarily the result of the acceleration of the amortization in 2002 of goodwill arising from our acquisition of Financiera Condell S.A., which we purchased in 1998.

Operating expenses

The following table sets forth the principal components of our operating expenses for the years 2001 and 2002:

	For the Year Ended December 31,				% Change from Prior Year
	2001		2002		2002
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Personnel salaries and expenses	Ch$	29,481	Ch$	29,619	0.5	%
Administrative and other expenses		22,210		18,121	(18.4	)
Depreciation and amortization		8,154		5,584	(31.5	)
Total operating expenses	Ch$	59,845	Ch$	53,324	(10.9	)

From 2001 to 2002, our total operating expenses decreased, reflecting our continuing efforts to implement our strategy of reducing costs and maximizing our operating efficiencies through centralizing our operations and other means. For example, we have realized operating efficiencies by operating through a number of integrated Corpbanca/Bancodell branches. We have also streamlined our management structure, allowing us to increase efficiency by employing fewer management personnel and linking certain executive salaries to performance. In addition, our total operating expenses decreased in 2002 due to the reclassification of expenses relating to our administration of our agreement with the INP under other operating income during the second half of 2002. These expenses had previously been accounted for under administrative and other expenses.

Our total operating expenses decreased 10.9% from Ch$59,845 million in 2001 to Ch$53,324 million in 2002, principally due to a decrease of 18.4% in administrative and other expenses, from Ch$22,210 million to Ch$18,121 million and, to a lesser extent, a 31.5% decrease in depreciation and amortization expenses, from Ch$8,154 million in 2001 to Ch$5,584 million in 2002.

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Our efficiency ratio (operating expenses as a percentage of operating revenue which is the aggregate of net interest revenue, fees and income from services (net) and other operating income (net)), which was 50.4% for 2001, improved to 40.9% for 2002.

Loss from price-level restatement (net)

Between 2001 and 2002, we decreased our non-monetary assets as a percentage of our total assets. This resulted in an 18.3% increase in the loss from price-level restatement from Ch$1,723 million in 2001 to Ch$2,041 million in 2002.

Income taxes

For the years ended December 31, 2001 and 2002 we recorded a net tax benefit, reflecting the application of tax loss carryforwards.

Pursuant to an accounting standard issued by the Chilean Association of Accountants, which took effect January 1, 2000, we began recognizing the consolidated tax effects generated by the temporary differences between the financial book values and tax values of assets and liabilities. At the same date, the previously unrecorded net deferred tax was completely offset against a net “complementary” account, and amortized over the estimated reversal periods corresponding to the underlying temporary differences as of January 1, 2000. The effect of the transitional provisions established in this accounting standard and the effect of reversing timing differences related to unrecorded deferred income taxes, which were unrecorded as of the date of application, have been effectively neutralized. The principal reason for the discrepancy between net financial income and the low to negative tax rates reflected in our results relates to the fact that although we have been able to utilize our tax loss carryforwards to reduce or completely offset taxable income payable in those years, the reversal of the related deferred tax assets, which normally result in tax expense for the period, has been offset by the amortization of the complementary deferred tax liabilities established.

Chilean and U.S. GAAP Reconciliation

Net income under Chilean GAAP in each of the years ended December 31 2002 and 2003 was Ch$35,909 million and Ch$50,124 million, respectively. Under U.S. GAAP the corresponding amounts were Ch$49,076 million and Ch$55,035 million, respectively. Reconciliations between the Chilean GAAP and U.S. GAAP amounts, together with detailed explanations of the accounting differences, are included in note 27 to our financial statements.

The principal differences between Chilean and U.S. GAAP, which affected net income, were as follows:

a. Derivative financial instruments

Chilean banks are permitted to use foreign exchange forward contracts (covering either foreign currencies against the U.S. dollar, the UF against the Chilean peso or the UF and the Chilean peso against the U.S. dollar) and forward rate agreements. Currently, the use of derivatives in Chile is regulated by the Chilean Central Bank, which requires that all foreign exchange forward contracts be made only in U.S. dollars and other major foreign currencies.

Under Chilean GAAP, forward contracts covering non-Chilean foreign currencies and U.S. dollars are reported at fair value with realized and unrealized gains and losses on these instruments recognized in other income. Forward contracts between the U.S. dollar and the Chilean peso are valued at the closing spot exchange rate of each balance sheet date with the initial discount or premium being amortized over the life of the contract.

Under U.S. GAAP, SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (collectively “SFAS 133”), which establishes comprehensive accounting and reporting standards for

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derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities would have been used to record the accounting impact of the above-mentioned financial instruments. The standard requires that all derivative instruments meeting the definition included in SFAS 133 be recorded in the balance sheet at fair value. Financial instruments may be designated as “hedges” under SFAS 133 when certain criteria are met. If the derivative instrument does not meet these criteria, changes in fair value are reported in earnings when they occur.

These financial instrument contracts entered into by the Bank do not meet the requirements to qualify for hedge accounting under U.S. GAAP. Therefore changes in the respective fair values of all derivative instruments would be reported in earnings.

b. Business combination

During the year ended December 31, 1998, the Bank acquired the Consumer Credit Division of Corfinsa and Financiera Condell S.A.

Under Chilean GAAP, goodwill represents the difference between the purchase price and the book value of the net assets acquired (book value of the acquired assets minus the book value of the assumed liabilities) and is amortized on a straight-line basis over the period estimated to be benefited. The estimated period to be benefited is determined based on the type and diversity of the business, its location and the markets in which it operates and cannot exceed ten years. The amortization period was defined in accordance with instructions from the Superintendency of Banks and is ten years for all goodwill except for certain loan losses that were recorded as goodwill for Chilean GAAP in accordance with instructions from the Superintendency of Banks which are amortized over six years.

Under U.S. GAAP, these transactions would have been accounted for as business combinations in accordance with Accounting Principles Board Opinion No. 16, “Business Combinations” (“APB 16”) as purchases. Under APB 16 the assets acquired and the liabilities assumed would have been adjusted to estimated fair value and intangible assets, including goodwill, would have been recorded. These adjustments to fair value and the related intangible assets would have been amortized over the estimated life of the acquired loans and/or deposit relationships in accordance with APB 16 and Accounting Principles Board Opinion No. 17, “Intangible Assets.” This amortization period averaged approximately three years. Accordingly, as of December 31, 2001 the adjustments to fair value the acquired assets and assumed liabilities and the intangibles assets, including goodwill, for U.S. GAAP purposes were fully amortized. Therefore, the net book value for these amounts was zero at December 31, 2001.

c. Mandatory dividend

As required by Chile’s General Banking Law, unless otherwise decided by a two-thirds vote of the issued and subscribed shares, the Bank must distribute a cash dividend in an amount equal to at least 30% of its net income for each year as determined in accordance with Chilean GAAP, or a higher legally binding commitment (above the aforementioned 30%), should such commitment exist, or unless and except to the extent the Bank has unabsorbed prior year losses. We have adopted a dividend policy which consists of distributing 50% of the net income of each year and retaining the remaining 50% in “Other reserves.”

Under U.S. GAAP, dividends are accrued when declared and in the amount specified by appropriate approval or statutory regulation. Since the payment of the dividend out of each year’s net income is a legal requirement in Chile, an accrual would have been made for U.S. GAAP purposes to recognize the dividend obligation under Chilean law.

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B. LIQUIDITY AND CAPITAL RESOURCES

Sources of Liquidity

Our liquidity depends upon our (i) capital, (ii) reserves and (iii) financial investments, including investments in government securities and other financial institutions. To cover any liquidity shortfalls and to augment our liquidity position, we have established lines of credit with foreign and domestic banks and also have access to Central Bank borrowings.

The following table sets forth our contractual obligations by time remaining to maturity, as of December 31, 2003, including accrued interest:

Contractual Obligations	Due within 1 year		Due after 1 year but within 3 years		Due after 3 years but within 6 years		Due after 6 years		Total
Time and other obligations(1)	Ch$	1,341,450	Ch$	43,854	Ch$	812	Ch$	1,073	Ch$	1,387,189
Mortgage finance bonds		20,513		35,467		56,356		165,442		277,778
Bonds		2,867		5,734		8,601		30,117		47,319
Chilean Central Bank Borrowings:
Credit lines for renegotiations of loans		3		6		9		17		35
Borrowings from domestic financial institutions		69,450		—		—		—		69,450
Investments sold under agreements to repurchase		61,716		—		—		—		61,716
Foreign borrowings		158,954		—		—		—		158,954
Other borrowings		5,098		1,515		1,991		1,809		10,413
Operating leases		1,656		2,734		2,211		383		6,984

(1) Excludes demand accounts, savings accounts and contingent liabilities.

While we are continuing to use all available sources of funding as we believe appropriate, we are currently placing special emphasis on increasing deposits from retail customers. These deposits consist primarily of checking accounts that do not bear interest and accordingly represent an inexpensive source of funding for us. To the extent that these types of deposits represent a larger percentage of our funding base, the percentage represented by time deposits is expected to decrease and, accordingly, we believe that the materiality to our business of uncertainties relating to rolling over deposits will be diminished. See “—Deposits and Other Borrowings.”

Capital

We currently have shareholders’ equity in excess of that required by all current Chilean regulatory requirements. According to the General Banking Law, a bank should have an effective equity of at least 8% of its risk-weighted assets (net) of required reserves, and paid-in capital and reserves (capital básico, or Net Capital Base) of at least 3% of its total assets (net) of required reserves. For these purposes, the effective equity of a bank is the sum of (a) the bank’s Net Capital Base, (b) subordinated bonds issued by the bank valued at their placement price up to 50% of its basic capital; provided that the value of the bonds shall decrease 20% for each year that lapses during the period commencing six years prior to their maturity and (c) loan loss allowances in an amount up to 1.25% of the bank’s risk-weighted assets. The calculation of the effective equity does not include the capital contributions made to subsidiaries of the bank. Amendments to the capital markets law, which became effective as of June 30, 2002, resulted in changes in the calculation of each bank’s regulatory capital. The amendments require the calculation of capital contributions to be made on a consolidated basis rather than on an unconsolidated basis. For purposes of weighing the risk of a bank’s assets, the General Banking Law categorizes assets based on the nature of the issuer, the availability of funds, the nature of the assets and the existence of collateral securing such assets.

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The following table shows our actual equity versus the minimum effective equity required by law:

	As of December 31
	2001(1)		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Minimum effective equity required	Ch$	146,903	Ch$	270,950	Ch$	288,896
Effective equity	Ch$	167,796	Ch$	311,270	Ch$	326,976
Excess over minimum required equity	Ch$	20,893	Ch$	40,320	Ch$	38,080

(1) Prior to June 30, 2002, the effective equity and the minimum effective equity were calculated on an unconsolidated basis.

Reserves

Under the General Banking Law, a bank must have a minimum paid-in capital and reserves of UF800,000 (Ch$13,536 million or U.S.$22.6 million as of December 31, 2003). However, a bank may begin operations with 50.0% of such amount, provided that it has a total capital ratio (defined as effective equity as a percentage of risk weighted assets) of not less than 12.0%. When such a bank’s paid-in capital reaches UF600,000 (Ch$10,152 million or U.S.$16.9 million as of December 31, 2003) the total capital ratio required is reduced to 10.0%.

The following table sets forth our minimum capital requirements set by the Chilean Superintendency of Banks as of the dates indicated. See note 13 to our financial statements for a description of the minimum capital requirements.

	As of December 31
	2001(1)			2002			2003
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Net capital base	Ch$	146,903		Ch$	270,950		Ch$	288,896
3% of total qualifying assets		(57,802	)		(67,469	)		(83,563	)
Excess over minimum required equity	Ch$	89,101		Ch$	203,481		Ch$	205,333
Net capital base as a percentage of the total assets (net) of provisions		7.6	%		12.1	%		10.4	%
Effective equity		167,796			311,270			326,976
8% of the risk-weighted assets		(130,180	)		(148,732	)		(176,978	)
Excess over minimum required equity	Ch$	37,616		Ch$	162,538		Ch$	149,998
Effective equity as a percentage of the risk weighted assets		10.3	%		16.7	%		14.8	%

(1) Prior to June 30, 2002, the effective equity and the minimum effective equity were calculated on an unconsolidated basis.

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Financial Investments

The following table sets forth our investment in Chilean government and corporate securities and certain other financial investments as of December 31, 2001, 2002 and 2003. Financial investments which have a secondary market (as defined by the Chilean Superintendency of Banks) are carried at market value. All other financial investments are carried at acquisition cost, plus accrued interest and indexation readjustments, as applicable. Under Chilean GAAP, investments held for trading must be marked-to-market.

	As of December 31,
	2001		2002		2003
	(in millions of constant Ch$ of December 31, 2003)
Central Bank and Government Securities
Marketable debt securities(1)	Ch$	30,079	Ch$	32,208	Ch$	76,287
Investments under agreements to repurchase(2)		19,776		—		28,566
Investments purchased under agreements to resell		7,298		15,692		17,916
Subtotal		57,153		47,900		122,769
Corporate securities
Marketable securities(1)		140,247		182,305		231,840
Mortgage finance bonds issued by Corpbanca(3)		58,189		—		—
Investments under agreements to repurchase(2)		29,163		42,705		31,988
Other investments		3,225		3,431		2,788
Subtotal		230,824		228,441		266,616
Time deposits in Chilean institutions		65		767		70,919
Total	Ch$	288,042	Ch$	277,108	Ch$	460,304

(1) Including market value adjustment.

(2) Under Chilean GAAP, investment securities that are sold subject to repurchase agreements are reclassified from their investment category to “investments under agreements to repurchase.”

(3) In October 2002, the Chilean Superintendency of Banks instituted a methodology, effective December 31, 2002, for recording banks’ financial investments in self-issued mortgage bonds, which until such date had been recorded as assets. In accordance with the current methodology, upon a bank’s investment in its own mortgage bonds, such bonds are subtracted from the bank’s assets for accounting purposes.

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The following table sets forth an analysis of our investments, by time remaining to maturity and the weighted average nominal rates of such investments as of December 31, 2003:

	Within one year		Weighted Average Nominal Rate		After one year but within five years		Weighted Average Nominal Rate		After five years but within ten years		Weighted Average Nominal Rate		After ten years		Weighted Average Nominal Rate		Total
	(In millions of constant Ch$ as of December 31, 2003, except for percentages)
Central Bank and government securities
Marketable debt securities(1)	Ch$	43,487	2.8	%	Ch$	26,860	3.4	%	Ch$	5,940	4.3	%	Ch$	—	—		Ch$	76,287
Investments under agreements to repurchase		5,449	0.8	%		22,820	3.3	%		297	1.3	%		—	—			28,566
Investments purchased under agreements to resell		17,916	2.2	%		—	—			—	—			—	—			17,916
Subtotal		66,852	2.5	%		49,680	3.4	%		6,237	4.2	%		—	—			122,769
Corporate securities
Marketable securities(1)		24,050	5.3	%		95,245	5.3	%		89,203	5.6	%		23,342	5.6	%		231,840
Investments under agreements to repurchase(2)		3,633	4.9	%		16,882	4.9	%		10,252	5.1	%		1,221	5.0	%		31,988
Other investments		2,788	2.6	%		—	—			—	—			—	—			2,788
Subtotal		30,471	5.0	%		112,127	5.2	%		99,455	5.5	%		24,563	5.6	%		266,616
Time deposits in Chilean financial institutions		69,117	0.6	%		1,802	1.4	%		—	—			—	—			70,919
Total	Ch$	166,440	2.2	%	Ch$	163,609	4.6	%	Ch$	105,692	5.4	%	Ch$	24,563	5.6	%	Ch$	460,304

(1) Including market value adjustment.

(2) Under Chilean GAAP, investment securities that are sold subject to repurchase agreements are reclassified from their investment category to “investments under agreements to repurchase.”

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Unused Sources of Liquidity

As of December 31, 2003, we had approximately Ch$328,800 million available in credit lines from financial institutions.

Working Capital

The majority of our funding is derived from deposits and other borrowings from the public. In our opinion, our working capital is sufficient for our present needs.

Liquidity Management

We seek to ensure that, even under adverse conditions, we have access to the funds necessary to cover client needs, maturing liabilities and capital requirements. Liquidity risk arises in the general funding for our financing, trading and investment activities. It includes the risk of unexpected increases in the cost of funding the portfolio of assets at appropriate maturities and rates, the risk of being unable to liquidate a position in a timely manner at a reasonable price and the risk that we will be required to repay liabilities earlier than anticipated.

Our general policy is to maintain sufficient liquidity to ensure our ability to honor withdrawals of deposits, make repayments of other liabilities at maturity, extend loans and meet our working capital needs. As part of this policy, we have developed an internal liquidity model which we refer to as theindicador de liquidez interna(internal liquidity indicator, or ILI). The purpose of the ILI model is to evaluate our funding capacity assuming a hypothetical scenario of illiquidity. Our Financial Risk Management Division applies the ILI model on a daily basis with respect to hypothetical funding needs over the following 10-day time horizon. In addition, our Financial Risk Management Division applies the ILI model each month with respect to hypothetical funding needs over the following 6 to 12 months. In addition, our Financial Risk Management Division regularly monitors the availability of lines of credit from a variety of sources, including insurance companies, AFP and banks. We have also placed limitations on the concentration of liabilities in order to help ensure the diversification of our liabilities.

The minimum amount of liquidity is determined by the reserve requirements set by the Central Bank. These reserve requirements are currently 9.0% of demand deposits and 3.6% of time deposits. We are currently in compliance with these requirements. The Central Bank has statutory authority to increase these percentages to up to 40% for demand deposits and up to 20% for time deposits, to implement monetary policy. In addition, we are subject to a technical requirement applicable to Chilean banks pursuant to which we must hold a certain amount of assets in cash or in highly liquid instruments, if the aggregate amount of the following liabilities exceeds 2.5 times the amount of our capital and reserves:

• deposits in checking accounts;

• other demand deposits or obligations payable on demand and incurred in the ordinary course of business;

• other deposits unconditionally payable immediately or within a term of less than 30 days; and

• time deposits payable within ten days.

Chilean regulations also require that gaps between assets and liabilities maturing within 30 days not exceed a bank’s basic capital and that gaps between assets and liabilities maturing within 90 days not exceed twice a bank’s equity.

We employ additional methods in order to minimize liquidity risk. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”

Cash Flow

The tables below set forth our main sources of cash. Our subsidiaries are not an important source of cash flow for us and therefore, have no impact on our ability to meet our cash obligations. No legal or economic

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restrictions exist on the ability of our subsidiaries to transfer funds to us in the form of loans or cash dividends as long as these subsidiaries abide by the regulations in the Chilean Corporations Law regarding loans to related parties and minimum dividend payments.

	For the year ended December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Net cash provided by operating activities	Ch$	83,873	Ch$	94,051	Ch$	76,729

Our net cash provided by operating activities decreased by Ch$17,322 million, or 18.4%, from 2002 to 2003, due primarily to the decrease in the amortization of goodwill on investments in companies.

Our net cash provided by operating activities increased by Ch$10,178 million, or 12.1%, from 2001 to 2002, due primarily to a 21.5% increase in net income (from Ch$29,553 million in 2001 to Ch$35,909 million in 2002) and a 363.9% increase in amortization of goodwill on investments in companies (Ch$3,727 million in 2001 to Ch$17,290 million in 2002).

	For the year ended December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Net cash used in investing activities	Ch$	281,264	Ch$	283,896	Ch$	600,563

Our net cash used in investing activities increased by 111.5% from Ch$283,896 million in 2002 to Ch$600,563 million in 2003. This increase resulted primarily from the effects on our cash flows of our investment of the proceeds of our equity capital-raising transaction in the fourth quarter of 2002.

Our net cash used in investing activities increased by 1.0% from 2001 to 2002.

	For the year ended December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Net cash provided by financing activities	Ch$	207,219	Ch$	221,540	Ch$	497,144

Our net cash provided by financing activities increased by Ch$275,604 million, or 124.4%, from 2002 to 2003. This increase resulted primarily from significant increases in our liabilities in 2003, made possible by the increase in our capital base relating to our equity capital-raising transaction in the fourth quarter of 2002.

Our net cash provided by financing activities increased by Ch$14,321 million, or 6.9%, from 2001 to 2002, primarily due to an increase in other sight or term obligations in 2002, an increase in the issue of mortgage notes in 2002 and an increase in paid-in capital in 2002 relating to our equity capital-raising transaction. These increases were partially offset by an increase in the redemption of mortgage notes.

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Deposits and Other Borrowings

The following table sets forth our average daily balance of liabilities for the years ended December 31, 2001, 2002 and 2003, in each case together with the related average nominal interest rates paid thereon.

	Year ended December 31,
	2001						2002						2003
	Average Balance		Interest paid		Average Nominal Rate		Average Balance		Interest Paid		Average Nominal Rate		Average Balance		Interest Paid		Average Nominal Rate
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Interest-bearing liabilities:
Savings accounts	Ch$	18,197	Ch$	1,224	6.7	%	Ch$	16,510	Ch$	671	4.1	%	Ch$	14,952	Ch$	218	1.5	%
Time deposits		901,558		61,267	6.8			1,068,748		48,980	4.6			1,168,117		31,982	2.7
Central Bank borrowings		4,402		321	7.3			4,672		191	4.1			4,427		99	2.2
Repurchase agreements		40,060		3,603	9.0			42,574		1,923	4.5			53,069		1,782	3.4
Mortgage finance bonds		172,059		16,829	9.8			196,993		18,619	9.5			234,509		16,042	6.8
Other interest-bearing liabilities		168,875		15,341	9.1			195,527		11,817	6.0			268,040		9,693	3.6
Subtotal interest-bearing liabilities		1,305,151		98,585	7.6	%		1,525,024		82,201	5.4	%		1,743,114		59,816	3.4	%
Non-interest bearing liabilities:
Non-interest bearing deposits		214,749		—	—			210,467		—	—			216,068		—	—
Contingent liabilities		94,902		—	—			120,277		—	—			168,959		—	—
Other non-interest bearing liabilities		697,282		—	—			674,732		—	—			679,086		—	—
Shareholders’ equity		168,347		—	—			197,576		—	—			328,294		—	—
Subtotal non-interest bearing liabilities		1,175,280		—	—			1,203,052		—	—			1,392,407		—	—
Total	Ch$	2,480,431	Ch$	98,585	—		Ch$	2,728,076	Ch$	82,201	—		Ch$	3,135,521	Ch$	59,816	—

Our most important source of funding is our time deposits. Time deposits represented 67% of our average interest-bearing liabilities in the year ended December 31, 2003. Our current funding strategy is to continue to utilize all sources of funding in accordance with their cost, their availability and our general asset and liability management strategy. We are currently placing special emphasis on increasing deposits from retail customers, which consist primarily of checking accounts that do not bear interest and accordingly represent an inexpensive source of funding for us. To the extent that these types of deposits represent a larger percentage of our funding base, the percentage represented by time deposits is expected to decrease and, accordingly, we believe that the materiality to our business of uncertainties relating to rolling over deposits will be diminished. We also intend to continue to broaden our customer deposit base, to emphasize core deposit funding and to fund our mortgage loans with the matched funding available through the issuance of mortgage finance bonds in Chile’s domestic capital markets. Management believes that broadening our deposit base by increasing the number of account holders has created a more stable funding source.

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Capital Expenditures

The following table reflects capital expenditures for the years ended December 31, 2001, 2002 and 2003:

	For the Year Ended December 31,
	2001		2002		2003
	(in millions of constant Ch$ as of December 31, 2003)
Land and buildings	Ch$	927	Ch$	1,499	Ch$	—
Machinery and equipment		685		567		241
Furniture and fixtures		177		591		1,816
Other		137		55		2,554
Total	Ch$	1,926	Ch$	2,712	Ch$	4,611

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

We do not currently conduct any significant research and development activities.

D. TREND INFORMATION

According to the Chilean National Institute of Statistics, the Chilean economy grew more than expected in the first three months of 2004, expanding by 4.5%, as compared to 3.7% in the first three months of 2003. The growth in the first quarter of 2004 appears to be consistent with the growing levels of economic expansion that Chile has experienced since 2000.

The Chilean National Institute of Statistics reports that inflation in Chile was 0.2% for the first three months of 2004, a significant decrease as compared to 2.1% for the same period in 2003. This appears to be part of a continuing trend of moderating inflation levels. Our net interest revenue is positively affected by an inflationary environment to the extent that our average UF-denominated assets exceed our average UF-denominated liabilities, while our net interest revenue is negatively affected by inflation in any period in which our average UF-denominated liabilities exceed our average UF-denominated assets.

The Central Bank reduced its benchmark interest rate on January 9, 2004 to 1.75% from 2.25%. Our operating revenues depend significantly on our net interest revenue. In 2002 and 2003, net interest revenue represented 76.6% and 70.2% of our operating revenues, respectively. Changes in market interest rates may affect the interest rates earned on our interest-earning assets and the interest rates paid on our interest-bearing liabilities which may result in a further reduction in our net interest revenue.

We expect the trends of increased competition and consolidation to continue and result in the formation of new large financial groups. Consolidation, which can result in the creation of larger and stronger competitors, may adversely affect our financial condition and results of operations by decreasing the net interest margins we are able to generate and increasing our costs of operation.

In addition, we expect to continue to face competition from non-banking financial entities such as department stores, leasing, factoring and automobile finance companies, mutual funds, pension funds and insurance companies.

E. OFF-BALANCE SHEET ARRANGEMENTS

We are party to transactions with off-balance-sheet risk in the normal course of our business. These transactions expose us to credit risk in addition to amounts recognized in the consolidated financial statements. These transactions include commitments to extend credit not otherwise accounted for as contingent loans. These commitments include such items as overdraft and credit card lines of credit.

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Such commitments are agreements to lend to a customer at a future date, subject to the customer’s compliance with contractual terms. Since a substantial portion of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent our actual future cash requirements. The amounts of these commitments is Ch$83,326 million as of December 31, 2003.

We use the same credit policies in making commitments to extend credit as we do for granting loans. In the opinion of our management, our outstanding commitments do not represent an unusual credit risk.

In terms of outstanding exposure to credit risk, the true measure of risk from derivative transactions is the marked-to-market value of the contracts at a point in time (i.e., the cost to replace the contract at the current market rates should the counterparty default prior to the settlement). For most derivative transactions, the notional principal amount does not change hands; it is simply an amount that is used as a reference upon which to calculate payments. While notional principal is the most commonly used volume measure in the derivative and foreign exchange markets, it is not a measure of credit risk. As of December 31, 2003, the credit exposure as determined based on the marked-to-market value or notional amount of our foreign exchange forwards was Ch$141 million.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

In addition to the scheduled maturities of our contractual obligations which is included under “—Liquidity and Capital Resources—Sources of Liquidity,” as of December 31, 2003, we also had other commercial commitments, which are scheduled to mature, as follows:

Other Commercial Commitments	Due within 1 year		Due after 1 but within 3 years		Due after 3 years but within 6 years		Due after 6 years		Total
	(in millions of constant Ch$ as of December 31, 2003)
Letters of credit	Ch$	19,177	Ch$	—	Ch$	—	Ch$	—	Ch$	19,177
Guarantees		121,892		23,934		1,485		—		147,311
Other commercial commitments		10,446		20,660		—		—		31,106
Total other commercial commitments	Ch$	151,515	Ch$	44,594	Ch$	1,485	Ch$	—	Ch$	197,594

We expect most of these commitments and guarantees to expire unused.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

Our management is vested in our Board of Directors, which, in accordance with our bylaws, consists of 11 directors and one alternate who are elected at annual shareholders’ meetings. Members of the Board of Directors are elected for three-year terms. Our current members of the Board of Directors were elected February 20, 2004 and their term expires in February 2007. Cumulative voting is permitted for the election of directors. The Board of Directors may appoint replacements to fill any vacancies that occur during periods between elections. If any member of the Board of Directors resigns before his or her term has ended, then at the next annual ordinary shareholders’ meeting all members of the Board of Directors must be re-elected. Our executive officers are appointed by the Board of Directors and hold office at its discretion. Scheduled meetings of the Board of Directors are held monthly. Extraordinary meetings can be held when called in one of three ways: by the Chairman of the Board of Directors, by one or more directors with the prior approval of the Chairman of the Board of Directors, or by six directors.

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Our current directors are as follows:

Directors	Position
Carlos Abumohor Touma	Chairman and Director
Alvaro Saieh Bendeck	First Vice Chairman and Director
Jorge Andrés Saieh Guzmán	Second Vice Chairman and Director
Jorge Selume Zaror	Director
Julio Barriga Silva	Director
René Cortázar Sanz	Director
Odde Rishmague Rishmague	Director
Hernán Somerville Senn	Director
Fernando Aguad Dagach	Director
Francisco Rosende Ramírez	Director
Carlos Massad Abud	Director
Juan Rafael Gutiérrez Avila	Alternate Director

Carlos Abumohor Toumabecame a Director and Chairman of our Board of Directors on June 18, 1996. He has also been director and Chairman of the Board of Banco Osorno. He is an investor in financial institutions and sits on the board of directors of several major Chilean companies.

Alvaro Saieh Bendeck became a Director and First Vice Chairman of our Board of Directors on June 18, 1996. He has also been Chief Executive Officer and then First Vice Chairman of Banco Osorno. He is currently Chairman of Consorcio Periodístico de Chile S.A. and Corp Group Holding S.A. In addition, Mr. Saieh is a director of the Santiago Stock Exchange and adviser to Sociedad de Fomento Fabril. He is a commercial engineer and graduated from Universidad de Chile. He obtained a Ph.D. and a Masters in Economics from the University of Chicago.

Jorge Andrés Saieh Guzmán became a Director and Second Vice Chairman of our Board of Directors on August 25, 1998. He is also Vice Chairman of the board of Consorcio Periodístico de Chile S.A., Corp Group Interhold S.A. and Asociación Nacional de Prensa. In addition, Mr. Saieh is a member of the board of Corpbanca Venezuela and Chairman of the board of Corp Group Inmobiliaria S.A. He has also been Vice Chairman of the board of AFP Protección and a member of the board of AFP Provida. He is a commercial engineer and graduated from Universidad Gabriela Mistral. He holds a Masters in Economics and a Masters in Business Administration from the University of Chicago.

Jorge Selume Zaror became a Director on May 23, 2001. He was a director of the board of Banco Osorno, a director of the government budget office of Chile and Chief Executive Officer of Corpbanca between 1996 and 2001. He is a member of the board of Universidad Nacional Andrés Bello and Chairman of the board of Corpbanca Venezuela. He is a commercial engineer and graduated from Universidad de Chile. He holds a Masters in Economics from the University of Chicago.

Julio Barriga Silva became a Director on April 29, 1997. Previously, he was the Chairman of Banco Santiago and Chief Executive Officer of BancoEstado. He is an agricultural engineer and agricultural economist and graduated from Universidad de Chile.

René Cortázar Sanzbecame a Director on May 23, 2001. He was Minister of Labor and Social Security of Chile from 1990 through 1994 and Executive Director of Televisión Nacional de Chile from 1995 through 2000. Today he is the Chairman of CIEPLAN and a member of the board of Icare, Gener S.A. and Entel S.A. He is a commercial engineer and graduated from Universidad Católica de Chile. He received a Ph.D. in Economics from the Massachusetts Institute of Technology (MIT).

Odde Rishmague Rishmague became a Director on June 18, 1996. He is an investor in financial institutions. He has been a member of the board of Banco Osorno and AFP Protección.

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Hernán Somerville Senn became a Director on April 29, 1997. He was Coordinating Director of Foreign Debt of the Central Bank from June 1983 through December 1988. He is currently a director of Enersis, Cristalerías de Chile and Viña Santa Rita, among others. He is also currently the Chairman of the Association of Banks and Financial Institutions. He is a lawyer and graduated from Universidad de Chile.

Fernando Aguad Dagach became a Director on June 18, 1996. He is an investor in financial institutions. He has been a director of Interbank Perú, Banco Osorno and Canal de Televisión La Red.

Francisco Rosende Ramírezbecame a Director on April 29, 1997 as alternate and in May 23, 2001 as Director. He was Chief of the Research Department and Research Management of the Central Bank of Chile from 1985 through 1990. Since 1995 he has been the Dean of the University of Economics and Administration of the Pontificia Universidad Católica de Chile. He has been a member of the Antitrust Resolution Committee since 1999. He is a commercial engineer and graduated from Universidad de Chile. He holds a Masters in Economics from the University of Chicago.

Carlos Massad Abud became a Director on February 20, 2004. He graduated from the Universidad de Chile and completed his graduate training at the University of Chicago. He has served as professor at the Faculty of Economics of the Universidad de Chile, and Director of the Institute of Economic Research and of the Graduate School of the same university. In 1964 he was appointed Vice President of the Central Bank of Chile, and he became President of the Central Bank in 1967. In 1970 he became an Executive Director of the International Monetary Fund. In 1974, Mr. Massad joined the United Nations’ Economic Commission on Latin America and the Caribbean (ECLAC) as an adviser, eventually serving as Deputy Executive Secretary. In early 1994, Mr. Massad was appointed Minister of Health in the first cabinet of President Eduardo Frei Ruiz-Tagle. In September 1996 he became President of the Central Bank and served in that capacity until April 2003.

Juan Rafael Gutiérrez Avila became an Alternate Director on April 29, 1997. He is a CPA and was a director of Banco Osorno and AFP Providia from April 1998 through July 1999. Currently his work relates to real estate and financial activities.

Executive Officers

Our executive officers are as follows:

Executive Officer	Position	Age
Christian Samsing Stambuk	Chief Executive Officer	45
Carlos Camposano González	Division Manager—Retail Banking	42
Marcelo Achondo Larenas	Division Manager—Commercial Banking	49
Christian Schiessler García	Division Manager—International and Treasury	49
Enrique Martínez Figueroa	Division Manager—Products	38
Cristián Canales Palacios	Division Manager—Legal Services	39
Julio Henríquez Banto	Comptroller	35
Hernán Santamaría Torres	Division Manager—Logistics	56
Armando Ariño Joiro	Division Manager—Information Technology	38
Camilo Morales Riquelme	Division Manager—Planning and Development Control	46
María Olivia Brito Bahamonde	Division Manager—Human Resources	37
Rafael Valenzuela Puratich	Division Manager—Distribution Channels	43

Christian Samsing Stambuk has served as our Chief Executive Officer since May 2003. Mr. Samsing served as Sub General Manager from January 2003 to April 2003, as the Risk Division Manager of the bank from 1996 to 2003 and from 1982 to 1992, he served in several positions including Commercial Manager and Deputy General Manager of Bank Boston Chile, a branch of Bank Boston. From 1992 to 1996 he served as Deputy General Manager of American Express Bank Ltda, a Chilean branch of American Express. Mr. Samsing received an undergraduate degree in Commercial Engineering from Pontificia Universidad Católica.

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Carlos Camposano González has served as Division Manager of Retail Banking since February 2001. Mr. Camposano served as General Manager of our Mutual Funds Management affiliate from 1996 to 2000. From December 1992 to May 1996 he held similar positions in Banco Osorno and Citibank (Chile). Mr. Camposano received an undergraduate degree in Commercial Engineering from Universidad de Concepción.

Marcelo Achondo Larenas has served as Division Manager of Commercial Banking since April 2003. From 1996 to February 2003, Mr. Achondo served as our Large Corporations Banking Division Manager. He held similar positions in Banco Osorno from March 1994 to May 1996. Mr. Achondo received an undergraduate degree in Commercial Engineering from Universidad de Chile.

Christian Schiessler García has served as Division Manager of International and Treasury since May 1996. He held similar positions in Banco Osorno from January 1995 to May 1996 and Banco de A. Edwards from September 1986 to February 1994. Mr. Schiessler received an undergraduate degree in Commercial Engineering from Universidad Federico Santa María. He also received a Masters in Business Administration from the Waterhead School of Management, Case Western Reserve University.

Enrique Martínez Figueroa has served as our Division Manager of Products since June 2004. From January 2003 to May 2004, Mr. Martínez held a management position in our liabilities management and internet areas. From May 1997 to January 2003, he served as an executive vice president in Planning and Development, among other executive vice president positions, at Corp Banca Venezuela. From January 1984 to April 1997, he held a number of positions at Citibank (Chile). Mr. Martínez received undergraduate degrees in Commercial Engineering and Business Administration from Universidad Santiago de Chile.

Cristián Canales Palacios has served as Division Manager of Legal Services since April 2003. Mr. Canales served as our Legal Services Manager from 2002 to February 2003 and as Senior Attorney from 1996 to 2001. From 1989 to 1996 he served as Attorney of Banco Osorno. Mr. Canales received a law degree from Universidad de Chile.

Julio Henríquez Bantohas served as Comptroller since June 2004. Mr. Henríquez served as Division Manager of Products from September 2000 to May 2004. Mr. Henríquez served as our Personal and Lower Income (Bancondell) Banking Division Manager from 1996 to August 2000. From 1993 to 1996 he served as Personal and Lower Income Banking Division Sub Manager of Banco Osorno. Mr. Henríquez received an undergraduate degree in Commercial Engineering from Universidad de Santiago. He also received a Masters in Business Administration from Universidad Adolfo Ibañez.

Hernán Santamaría Torres has served as Division Manager of Logistics since 2001. From 1991 to 2001 he served as consultant for Latin American financial institutions of Coinfin (Colombia). Mr. Santamaria received an undergraduate degree in Business Administration from Universidad Autónoma del Caribe in Colombia.

Armando Ariño Joiro has served as Division Manager of Information Technology since November 2000. From 1995 to 2000 he served as Information Technology Senior Consultant of Coinfin (Colombia) and from 1993 to 1995 as Information Technology Manager of Finasol (Colombia). Mr. Ariño received an undergraduate degree in Information Technology Civil Engineering with a specialization in Banking from Universidad INCCA in Colombia.

Camilo Morales Riquelme has served as our Division Manager of Planning and Development Control since January 2002. He held similar positions in AFP Provida (Chile) from 1998 to 2001 and in Banco Bhif from 1995 to 1998. Mr. Morales worked in the Chilean Superintendency of Banks from 1981 to 1989. Mr. Morales received an undergraduate degree in Commercial Engineering from Universidad de Chile. He also received a Masters degree in Economics from the University of Minnesota and performed Ph.D. studies at the same university.

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María Olivia Brito Bahamonde has served as Division Manager of Human Resources since January 2002. Mrs. Brito served as Planning Manager in 2001 and as Expenses Control Manager from 1999 to 2000. She served as Management Control Sub Manager from 1996 to 1999. Mrs. Brito received an undergraduate degree in Commercial Engineering from Universidad Gabriela Mistral.

Rafael Valenzuela Puratich has served as Division Manager of Distribution Channels since April 2004. Mr. Valenzuela holds a degree from the Universidad de Chile and a Masters in Business Administration from the Escuela de Negocios de Madrid (ESEM). From 1982 to 1992, he worked for Citibank’s Atlas consumer finance division. From 1992 to 1997, he served in various capacities at Banco Santiago, including as head of credit and consumer sales for Banco Santiago’s “Santiago Express” line of business, branch manager for the southern zone and branch manager for the metropolitan zone. In 1998 he joined Instacob S.A. to create standardized collections models for Corpbanca, Financiera Condell and Financiera Corfinsa. In 2000 he became the General Manager of Instacob, S.A., a Corpgroup company.

B. COMPENSATION

Consistent with Chilean law, we do not disclose to our shareholders, or otherwise make public, information regarding the compensation of our individual directors or officers. For the year ended December 31, 2003, we did not pay any fees to our directors and no amounts were set aside or accrued by us to provide pension, retirement or similar benefits for our directors and executive officers. We engaged in transactions with companies controlled by certain of our directors under the applicable requirements of the Chilean Companies Law. In 2003, we paid our senior management an aggregate of Ch$1,175 million. Chilean law does not require us to have a compensation committee.

At the Ordinary Shareholders’ Meetings held on February 20, 2004, February 25, 2003 and February 25, 2002, we agreed not to pay remuneration to the members of our Board of Directors. although we customarily compensate the members of our Director’s Committee and Audit Committee. None of the members of our Board of Directors has a service contract which entitles any director to any benefits upon termination of employment with Corpbanca.

C. BOARD PRACTICES

The Directors Committee

The Directors Committee is comprised of the following three members of the Board of Directors: Messrs. Carlos Massad Abud, René Cortázar Sanz and Francisco Rosende Ramírez. The Directors Committee’s primary responsibility is to support the Board of Directors in the continuous improvement of our system of internal controls, which includes reviewing the work of both the external auditors and the Internal Audit Department. The Directors Committee is also responsible for analyzing observations made by regulatory entities of the Chilean financial system about us and for recommending measures to be taken by our management in response to the observations. In addition, the Directors Committee is responsible for reviewing our monthly results prior to the presentation of this information to the full Board of Directors. The external auditors are recommended by the Directors Committee to our Board of Directors and appointed by our shareholders at the annual shareholders’ meeting. Members of the Director’s Committee receive a monthly remuneration.

The Audit Committee

In May 2003, the Chilean Superintendency of Banks adopted a resolution requiring that, from January 2004, all Chilean banks establish an Audit Committee composed of two or more members, two of whom must be directors appointed by the Board of Directors. Our Audit Committee is comprised of Messrs. Hernán Somerville Senn (Chairman), Carlos Massad Abud, René Cortázar Sanz and Francisco Rosende Ramirez. The main duties of the Audit Committee are to review the efficiency of internal control systems, to ensure compliance with laws and regulations and to have a clear understanding of the risks involved in the bank’s business. The Chilean Superintendency of Banks recommends that at least one of the members of the Audit Committee, who must also

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be a member of the Board of Directors, be experienced with respect to the accounting procedures and financial aspects of banking operations. The members of the Audit Committee appointed by the Board of Directors must be independent according to the criteria set by the Board of Directors. In furtherance of the independence of the Audit Committee, our Board of Directors has determined that Audit Committee members should not, for the last three years, have held positions as principal executive officers of the bank, have performed professional services for the bank, have commercial commitments with the bank or with any of its affiliates or related persons, or have relations with other entities related to the bank from which they have received material payments. Moreover, they may not accept any payment or other compensatory fee from the bank, other than in their capacity as members of the Audit Committee or of other committees.

According to the resolution, the duties of the Audit Committee are:

• proposing external auditors to the Board of Directors or the Directors Committee;

• proposing rating agencies to the Board of Directors or the Directors Committee;

• reviewing audits and internal reports;

• coordinating with internal and external auditors;

• reviewing annual and interim financial statements and informing the Board of Directors of the results of such reviews;

• reviewing the reports, procedures and extent of the work of external auditors;

• reviewing the procedures and content of reports from external risk evaluators;

• discussing the effectiveness and reliability of internal control procedures;

• reviewing the performance of information systems, their sufficiency, reliability and use in decision making;

• discussing the observance of internal regulations related to compliance with laws and regulations;

• reviewing and deliberating on issues related to conflicts of interests;

• investigating suspected fraudulent activities;

• reviewing the inspection reports, instructions and presentations from the Chilean Superintendency of Banks;

• reviewing compliance with the annual program of internal auditing; and

• informing the Board of Directors of any change in accounting principles and its effects.

Other duties of the Audit Committee include, as needed:

• reviewing procedures to detect money-laundering;

• asking internal auditors to perform specific tasks;

• making recommendations on specific tasks to external auditors; and

• intervening in any other situation where intervention is warranted in the committee’s discretion.

According to the Chilean Superintendency of Banks, the Audit Committee must have a charter that establishes its composition, organization, objectives, duties, responsibilities and extension of its activities. The Chilean Superintendency of Banks requires the Audit Committee to meet at least every four months and to provide an annual written report to the Board of Directors informing it of its activities. The report must also be presented to the annual shareholders’ meeting. Our Board of Directors has resolved that the Audit Committee must meet at least once per month.

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D. EMPLOYEES

As of December 31, 2003, on a consolidated basis we had 1,871 employees, 1,745 of whom were bank employees and 126 of whom were employees of our subsidiaries. Approximately 45.5% of our employees were unionized as of that date. All management positions are held by non-unionized employees. We believe that we have good relationships with our employees and the unions to which some of our employees belong.

During each of the years ended December 31, 2000, 2001 and 2002 we had 1,926, 1,810 and 1,759 employees, respectively, on a consolidated basis. The reduction in employees from 2000 to 2002 was attributable primarily to continuing restructuring efforts following our acquisition of Financiera Condell S.A. in 1998.

E. SHARE OWNERSHIP

Alvaro Saieh Bendeck, our First Vice Chairman and a member of our Board of Directors, controls Corp Group Banking S.A. and Saga. These holding companies beneficially own approximately 48.9% and 8.7% of our outstanding shares, respectively. Carlos Abumohor Touma, Chairman of our Board of Directors, together with members of his family, indirectly beneficially owns approximately 7.55% of our shares. Odde Rishmague Rishmague indirectly beneficially owns approximately 2.36% of our outstanding shares and Fernando Aguad Dagach indirectly and directly beneficially owns approximately 4.96% of our outstanding shares. In addition, Jorge Selume Zaror indirectly and directly owns approximately 2.82% of our outstanding shares. Other than as stated above, no director or officer owns more than 1.0% of our outstanding common stock.

Our directors and senior managers do not have different or preferential voting rights with respect to those shares they own.

We do not have any arrangements for issuing capital to our employees, including any arrangements that involve the issue or grant of options of our shares or securities.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

Our only outstanding voting securities are our common stock. We had 226,909,290,577 shares of common stock outstanding as of June 30, 2004.

The following table sets forth information with respect to the record and beneficial ownership of our capital stock as of June 30, 2004 with respect to each shareholder known to us to own more than 5.0% of the outstanding common stock and all directors and executive officers as a group:

Stockholder	Number of shares	Percentage of total share capital
Corp Group Banking S.A.(1)(4)	111,029,019,740	48.9	%
Compañía Inmobiliaria y de Inversiones Saga S.A.(2)(4)	19,808,385,557	8.7	%
Public	96,071,885,280	42.3	%
Officers and Directors, as a group(3)	111,707,443,751	49.23	%

(1) As of June 30, 2004, Corp Group Financial Chile B.V., or CGFC, indirectly owned 100% of the outstanding capital stock of Corp Group Banking S.A., or CGB. CGFC is controlled by Alvaro Saieh Bendeck, who indirectly owns a majority of its voting stock. Accordingly, beneficial ownership of CGB’s shares are attributed to Alvaro Saieh Bendeck, and Mr. Saieh Bendeck thereby also indirectly controls Corpbanca. As set forth in footnote (2) below, Alvaro Saieh Bendeck also indirectly beneficially owns an additional 8.7% of the shares of Corpbanca through Saga.

(2) Saga is indirectly controlled by Alvaro Saieh Bendeck. Accordingly, beneficial ownership of Saga’s shares is attributed to Alvaro Saieh Bendeck.

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(3) Includes shares owned by (i) Alvaro Saieh Bendeck and shares owned by Saga, which is controlled by Alvaro Saieh Bendeck, (ii) shares indirectly owned by Carlos Abumohor Touma and (iii) the other directors mentioned in “Item 6. Directors, Senior Management and Employees—E. Share Ownership” above. Does not include all of the shares attributed to Alvaro Saieh Bendeck pursuant to his control of Corp Group Banking S.A., as described in footnote (1) above. Carlos Abumohor Touma indirectly beneficially owns approximately 8.3% of the shares of Corpbanca through (i) his indirect ownership of shares of CGFC, (ii) through an investment vehicle which he controls and (iii) together with members of his family.

(4) Alvaro Saieh Bendeck is deemed to have beneficial ownership of these shares.

On November 21, 2003, Corp Group Banking S.A completed the offering and sale of 5,287,726 American Depositary Shares, or ADSs, representing an aggregate of 26,438,630,000 shares of our common stock, or 5,000 shares per ADS, in a transaction under the exemptions from the registration requirements of the Securities Act of 1933 pursuant to Rule 144A and Regulation S thereunder (the “ADS offering”). The ADS offering together with an offering of our shares in Chile represented the disposition of interests indirectly held in us by Hicks, Muse, Tate & Furst, Blackstone Capital Partners II L.P., J.P. Morgan Partners (BHCA), L.P. and the National Bank of Canada. Prior to the ADS offering, Hicks, Muse, Tate & Furst and Blackstone Capital Partners II L.P. were the respective indirect beneficial owners of 9.6% of our common shares, and J.P. Morgan Partners (BHCA), L.P. and the National Bank of Canada each was an indirect beneficial owner of 7.2% of our common shares. As of the date of this registration statement, none of Blackstone Capital Partners II L.P., Hicks, Muse, Tate & Furst or J.P. Morgan Partners (BHCA), L.P. has any beneficial ownership or economic interest in us. Concurrently with the ADS offering, Corp Group Banking S.A. completed a public offering and sale of 26,438,637,013 shares of our common stock in Chile. As of July 7, 2004, there were 56 record holders of our ADRs in the United States.

B. RELATED PARTY TRANSACTIONS

General

In the ordinary course of our business, we engage in a variety of transactions with certain of our affiliates and related parties. Financial information concerning these transactions is set forth in note 15 to our financial statements. The Chilean Corporations Law requires that our transactions with related parties be on a market basis or on similar terms to those customarily prevailing in the market. We are required to compare the terms of any such transaction to those prevailing in the market at the date the transaction is to be entered into. Directors of companies that violate this provision are liable for losses resulting from such violations. Under the General Banking Law, transactions between a bank and its affiliates are subject to certain additional restrictions.

In addition, under the Chilean Corporations Law, a company may not enter into a transaction in which one or more of its directors has a direct or indirect interest unless (i) such transaction has received the prior approval of the company’s board of directors and (ii) the terms of such transaction are consistent with the terms of transactions of a similar type prevailing in the market. If it is not possible to reach such a judgment, the board may appoint two independent evaluators. The evaluators’ final conclusions must be made available to shareholders and directors for a period of 20 business days, during which shareholders representing 5% or more of the issued voting shares may request the board to call a shareholders’ meeting to resolve the matter, with the agreement of two-thirds of the issued voting shares required for approval. For purposes of this regulation, the law considers that the amount of a proposed transaction is material if (1) it exceeds 1% of the company’s net worth (provided that it also exceeds 2,000 UF) or (2) it exceeds 20,000 UF.

All resolutions approving such transactions must be reported to the company’s shareholders at the next annual shareholders’ meeting. Violations of this provision may result in administrative, criminal or civil liability to the corporation, the shareholders and/or third parties who suffer losses as a result of such violation. We believe that we have complied with the applicable requirements of the Chilean Corporations Law in all transactions with related parties and affirm that we will continue to comply with such requirements.

As of December 31, 2003, 2002 and 2001, loans to related parties totaled Ch$55,009 million, Ch$23,273 million and Ch$24,900 million, respectively. As of December 31, 2003, 2002 and 2001, balances relating to

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transactions with related parties, other than loans, for amounts in excess of UF1,000 totaled Ch$320 million, Ch$155 million and Ch$94 million, respectively. See note 15 to our financial statements for a more detailed accounting of transactions with related parties.

Loans to Related Parties

At December 31, 2003 and 2002, loans to related parties are as follows:

	As of December 31,
	2002		2003
	Loans	Collateral Pledged(1)	Loans	Collateral Pledged(1)
	(in millions of nominal Ch$ as of December 31, 2003)
Operating companies	20,814	15,154	49,494	18,161
Investment companies(2)	2,087	468	5,293	—
Individuals(3)	372	165	222	222
Total	23,273	15,787	55,009	18,383

(1) Includes only those guarantees that are admitted by Article 84 of the General Banking Law for purposes of establishing the individual credit limits defined by the Law. The guarantees are valued in accordance with the Superintendency’s instructions.

(2) Includes companies whose purpose is to hold shares in other companies.

(3) Includes debt obligations that are equal to or greater than UF3,000, equivalent to MCh$51 as of December 31, 2003.

Other Transactions with Related Parties

During 2001, 2002 and 2003, we had the following income (expenses) from services provided to (by) related parties for amounts in excess of UF1,000:

	Year ended December 31,
Company	2001 Income (expenses)		2002 Income (expenses)		2003 Income (expenses)
	(in millions of nominal Ch$ as of December 31, 2003)
Evaluadora de Antecedentes S.A.	(3,764	)	(3,052	)	(4,268	)
Recaudaciones y Cobranzas S.A.	(957	)	(1,505	)	(1,363	)
Corp Group Interhold S.A.	(606	)	(1,135	)	(1,220	)
Nexus S.A.	(767	)	(855	)	(824	)
Proveedora de Servicios S.A.	(1,216	)	(732	)	(766	)
Transbank S.A.	(444	)	(902	)	(690	)
Redbanc S.A.	(479	)	(476	)	(386	)
Promoservice S.A.	—		—		(298	)
Asesorías Santa Josefina Ltda.	(132	)	(131	)	(134	)
Inmobiliaria e Inversiones Boquiñeni Ltda.	—		—		(70	)
Consorcio Periodístico de Chile S.A.	—		—		(69	)
Corp Legal S.A.	—		—		(45	)
Sociedad Nacional de Minería	(46	)	(49	)	(47	)
Agencia de Comunicación Digital Mínimo Común Múltiplo Ltda.	(172	)	(5	)	—
Consultoría y Asesorías Ecco S.A.	(101	)	(199	)	—
Servibanca S.A.	(156	)	—		—
Sonda S.A.	(100	)	—		—
Asesorías La Uníon S.A.	(78	)	—		—
Profesionales Asesores Proas Ltda.	(76	)	—		—
Red Televisiva Megavisión S.A.	(42	)	—		—
BAC Servicios Computacionales Ltda.	(19	)	—		—
Corp Factoring S.A.	28		—		—
Compañía de Seguros Vida Corp S.A.	735		516		1,014

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These transactions were carried out on terms normally prevailing in the market at the date of the transaction.

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See “Item 18. Financial Statements.”

Legal Proceedings

We are not involved in any litigation or arbitration proceedings that are reasonably likely to have a material adverse effect on us or our operations. We are involved in collections proceedings initiated by us in the normal course of business and certain proceedings against us in the ordinary course of our retail banking business as a consequence of alleged operational errors.

In a letter to CAFM, dated February 18, 2004, the Chilean Superintendency of Securities and Insurance, as part of a review, requested information relating to certain trades, solicitations of investments and redemptions made by CAFM relating to certain investors in funds managed by CAFM. CAFM replied to the request on March 9, 2004. Subsequent correspondence from the Chilean Superintendency of Securities and Insurance has been received and CAFM has responded to the requests. We believe that the current exchange of correspondence between CAFM and the Chilean Superintendency of Securities and Insurance represents an inquiry, not a formal investigation or the initiation of a legal or administrative proceeding. It is possible that CAFM may eventually be fined by the Chilean Superintendency of Securities and Insurance. We do not currently believe that any such fine would be material and, accordingly, we have not recorded any related provisions.

Dividend Policy

Although our Board of Directors currently intends to pay regular annual dividends, the amount of dividend payments will depend upon, among other factors, our then current level of earnings, capital and legal reserve requirements, as well as market conditions, and there can be no assurance as to the amount or timing or future dividends.

Under the Chilean Corporations Law, as defined herein, Chilean companies are generally required to distribute at least 30% of their earnings (calculated in accordance with Chilean GAAP) as dividends, but a bank is permitted to distribute less than 30% of its earnings, and may distribute no dividends at all, in any given year if the holders of at least two thirds of the bank’s outstanding common stock so determine. The balance of our distributable net income is generally retained for use in our business (including for the maintenance of any required legal reserves). Although our Board of Directors currently intends to pay regular annual dividends, the amount of dividend payments will depend upon, among other factors, our then current level of earnings, capital and legal reserve requirements, as well as market conditions, and there can be no assurance as to the amount or timing of future dividends.

In the case that dividends are paid, holders of ADSs will be entitled to receive dividends to the same extent as the owners of shares of common stock. Dividends received by holders of ADSs will, absent changes in Chilean exchange controls or other laws, be converted into U.S. dollars and distributed net of currency exchange expenses and fees of the depositary and will be subject to Chilean withholding tax, currently imposed at the rate of 35.0% (which may be subject to credits in certain cases).

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B. SIGNIFICANT CHANGES

From January 1, 2004 to June 30, 2004, there have been no subsequent events that would materially affect our financial statements.

ITEM 9. OFFER AND LISTING DETAILS

A. OFFER AND LISTING DETAILS

Market Information

The Chilean securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States. The Santiago Stock Exchange, which is Chile’s principal stock exchange, had a market capitalization of approximately U.S.$85.3 billion as of December 31, 2003 and an average monthly trading volume of approximately U.S.$622.2 million in 2003. The Santiago Stock Exchange was established in 1893 and is a private company whose equity consists of 48 shares held by 46 shareholders. As of December 31, 2003, 239 companies were listed on the Santiago Stock Exchange. The Santiago Stock Exchange accounts for approximately 90% of all amounts traded in Chile. The ten largest companies in terms of market capitalization represented, as of December 31, 2003, approximately 47.4% of the Santiago Stock Exchange’s aggregate market capitalization and during 2003 accounted for approximately 47.5% of its total volume. During 2003, only 17% of the companies listed on the Santiago Stock Exchange had their shares traded on an average of 76% or more of the exchange’s trading days.

Equity, closed-end funds, fixed-income securities, short-term and money market securities, gold, silver and U.S. dollars are traded on the Santiago Stock Exchange. In 1991, the Santiago Stock Exchange initiated a futures market with two instruments: U.S. dollars futures and Selective Share Price Index, or IPSA, futures. In 1994, the Santiago Stock Exchange initiated an option market. Securities are traded through an open voice auction system and an electronic auction system called Telepregón. Trading through the open voice system occurs on each business day from 9:30 a.m. to 4:30 p.m. The electronic trading system operates between 9:00 a.m. and 9:25 a.m. on a pre-opening basis and for high volumes from 9:30 a.m. to 5:30 p.m. in summer time and to 4:30 p.m. in winter time.

The three main share price indices for the Santiago Stock Exchange are the General Share Price Index, or IGPA, the IPSA and the Inter-10. The IGPA is calculated using the prices of 159 issues and is broken into five main sectors: banks and finance, farming and forest products, mining, industrials and miscellaneous. The IPSA is a major company index, currently including the Santiago Stock Exchange’s 40 most active stocks. Shares included in the IPSA are weighted according to the value of shares traded and account for more than 76.6% of the entire market capitalization. The Inter-10 corresponds to the 10 most active Chilean ADRs each quarter. Our common stock is included in the IGPA. In addition, there are two main share price indices for the Chilean Electronic Stock Exchange, the Global Index and the ADRIAN. The Global Index is composed of the 31 shares most representative of the Chilean economy and are integrated by four industrial sectors: electricity, services, industry and natural resources. The ADRIAN incorporates all the Chilean ADRs.

Approximately 8.5% of equity trading in Chile is conducted on the Chilean Electronic Stock Exchange, an electronic trading market created by certain banks and brokerage houses. Less than 1% of equity securities in Chile is traded on the Valparaiso Stock Exchange.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Shares of our common stock are traded on the Santiago Stock Exchange under the symbol “CORPBANCA.” We also intend to apply to the New York Stock Exchange to list the ADSs.

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The table below shows, for the periods indicated, high and low closing prices (in nominal pesos) of the shares of our common stock on the Santiago Stock Exchange.

	Santiago Stock Exchange
	Common Stock
	High	Low
	(Ch$ per share(1))
Annual Price History
2002	2.12	1.96
2003	3.51	2.04
Quarterly Price History
2002 4th Quarter	2.12	1.96
2003 1st Quarter	2.20	2.04
2003 2nd Quarter	2.82	2.17
2003 3rd Quarter	3.00	2.58
2003 4th Quarter	3.51	2.73
2004 1st Quarter	3.27	2.97
2004 2nd Quarter	3.16	2.80
Monthly Price History
October 2003	3.51	2.79
November 2003	3.20	2.73
December 2003	3.20	3.00
January 2004	3.16	3.03
February 2004	3.27	3.10
March 2004	3.21	2.97
April 2004	3.16	2.98
May 2004	3.10	2.82
June 2004	3.05	2.80
July 2004	3.11	3.02
August 2004	3.18	3.04
September 2004(2)	3.30	3.05

Source: Santiago Stock Exchange Official Quotation Bulletin

(1) Pesos per share reflect nominal price at trade date.

(2) Through September 21, 2004.

No trading suspensions relating to our common stock have occurred.

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The table below shows, for the periods indicated, the average daily trading volume for our common stock on the Santiago Stock Exchange.

	Santiago Stock Exchange
	Common Stock
	Volume (Ch$)
Annual Average Daily Trading Volume
2002	5,058,533,209
2003	1,070,206,571
Quarterly Average Daily Trading Volume
2002 4th Quarter	5,058,533,209
2003 1st Quarter	147,054,138
2003 2nd Quarter	292,042,246
2003 3rd Quarter	248,034,949
2003 4th Quarter	3,556,639,508
2004 1st Quarter	1,615,048,861
2004 2nd Quarter	757,719,797
Monthly Average Daily Trading Volume
October 2003	418,297,531
November 2003	9,183,837,279
December 2003	1,538,535,012
January 2004	1,505,149,625
February 2004	2,453,711,833
March 2004	986,119,491
April 2004	518,898,238
May 2004	1,231,217,266
June 2004	534,984,965
July 2004	320,028,790
August 2004	519,420,280
September 2004(1)	540,017,413

Source: Santiago Stock Exchange Official Quotation Bulletin

(1) Through September 20, 2004.

D. SELLING SHAREHOLDER

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Our issued share capital as of June 30, 2004 was Ch$317,047 million (U.S.$498 million), composed of a single series of 226,909,290,577 shares of common stock without par value. See “Item 7. Major Shareholders” for additional information concerning the ownership of our common stock.

B. MEMORANDUM AND ARTICLES OF INCORPORATION

Set forth below is material information concerning our share capital and a brief summary of the significant provisions of ourestatutos, as defined below, and Chilean law. This description contains material information

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concerning the shares, but does not purport to be complete and is qualified in its entirety by reference to our estatutos, the General Banking Law, the Chilean Corporations Law and theLey de Mercado de Valores, or the Chilean Securities Market Law, each referred to below.

General

Shareholder rights in a Chilean bank that is also an open-stock (public) corporation are governed by the corporation’sestatutos, which effectively serve the purpose of both the articles or certificate of incorporation and the bylaws of a company incorporated in the United States, by the General Banking Law and secondarily, to the extent not inconsistent with the latter, by the provisions of Chilean Corporations Law applicable to publicly traded corporations except for certain provisions which are expressly excluded. Article 137 of the Chilean Corporations Law provides that all provisions of the Chilean Corporations Law take precedence over any contrary provision in a corporation’sestatutos. Both the Chilean Corporations Law and ourestatutos provide that legal actions by shareholders against us (or our officers or directors) to enforce their rights as shareholders or by one shareholder against another in their capacity as such are to be brought in Chile in arbitration proceedings, notwithstanding the plaintiff’s right to submit the action to the ordinary courts of Chile.

The Chilean securities markets are principally regulated by the Chilean Superintendency of Securities and Insurance under the Chilean Securities Market Law and the Chilean Corporations Law. In the case of banks, compliance with these laws is supervised by the Chilean Superintendency of Banks. These two laws provide for disclosure requirements, restrictions on insider trading and price manipulation and protection of minority investors. The Chilean Securities Market Law sets forth requirements relating to public offerings, stock exchanges and brokers, and outlines disclosure requirements for companies that issue publicly offered securities. The Chilean Corporations Law sets forth the rules and requirements for establishing open stock corporations while eliminating government supervision of closed (closely-held) corporations. Open stock (public) corporations are those with 500 or more shareholders, or companies in which 100 or more shareholders own at least 10.0% of the subscribed capital (excluding those whose individual holdings exceed 10.0%), and all other companies that are voluntarily registered in the Securities Registry of the Chilean Superintendency of Securities and Insurance.

Capitalization

Under Chilean law, the shareholders of a company, acting at an extraordinary shareholders’ meeting, have the power to authorize an increase in such company’s capital. When an investor subscribes for issued shares, the shares are registered in such investor’s name, even if not paid for, and the investor is treated as a shareholder for all purposes except with regard to receipt of dividends and the return of capital; provided that the shareholders may, by amending the by-laws, also grant the right to receive dividends or distributions of capital. The investor becomes eligible to receive dividends and returns of capital once it has paid for the shares (if it has paid for only a portion of such shares, it is entitled to receive a corresponding pro-rata portion of the dividends declared and/or returns of capital with respect to such shares unless the company’s bylaws provide otherwise). If an investor does not pay for shares for which it has subscribed on or prior to the date agreed upon for payment, the company is entitled under Chilean law to auction the shares on the stock exchange and collect the difference, if any, between the subscription price and the auction proceeds. However, until such shares are sold at auction, the subscriber continues to exercise all the rights of a shareholder (except the right to receive dividends and return of capital). In the case of banks, authorized shares and issued shares which have not been paid for within the period fixed for their payment by the Chilean Superintendency of Banks are cancelled and are no longer available for issuance by the company.

Article 22 of Chilean Corporations Law states that the purchaser of shares of a company implicitly accepts its bylaws and any agreements adopted at shareholders’ meetings.

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Ownership Restrictions

Under Article 12 of the Chilean Securities Market Law and the regulations of the Chilean Superintendency of Banks, shareholders of open stock corporations are required to report the following to the Chilean Superintendency of Securities and Insurance and the Chilean stock exchanges:

• any direct or indirect acquisition or sale of shares that results in the holder’s acquiring or ceasing to own, directly or indirectly, 10.0% or more of an open stock corporation’s share capital, and

• any direct or indirect acquisition or sale of shares or options to buy or sell shares, in any amount, if made by a holder of 10.0% or more of an open stock corporation’s capital or if made by a director, liquidator, main officer, general manager or manager of such corporation.

In addition, majority shareholders must state in their report whether their purpose is to acquire control of the company or if they are making a financial investment. A beneficial owner of ADSs representing 10.0% or more of our share capital will be subject to these reporting requirements under Chilean law.

Under Article 54 of the Chilean Securities Market Law and the regulations of the Chilean Superintendency of Securities and Insurance, persons or entities intending to acquire control, directly or indirectly, of a publicly traded company, regardless of the acquisition vehicle or procedure, and including acquisitions made through direct subscriptions or private transactions, are also required to inform the public of such acquisition at least 10 business days before the date on which the transaction is to be completed, but in any case, as soon as negotiations regarding the change of control begin (i.e., when information and documents concerning the target are delivered to the potential acquiror) through a filing with the Chilean Superintendency of Securities and Insurance, the stock exchanges and the companies controlled by and that control the target and through a notice published in two Chilean newspapers, which notice must disclose, among other information, the person or entity purchasing or selling and the price and conditions of any negotiations.

Prior to such publication, a written communication to such effect must be sent to the target corporation, the controlling corporation, the corporations controlled by the target corporation, the Chilean Superintendency of Securities and Insurance, and to the Chilean stock exchanges on which the securities are listed.

In addition to the foregoing, Article 54A of the Chilean Securities Market Law requires that within two business days of the completion of the transactions pursuant to which a person has acquired control of a publicly traded company, a notice shall be published in the same newspapers in which the notice referred to above was published and notices shall be sent to the same persons mentioned in the preceding paragraphs.

A beneficial owner of ADSs intending to acquire control of us will be subject to the foregoing reporting requirements.

The provisions of the aforementioned articles do not apply whenever the acquisition is being made through a tender or exchange offer.

Title XXV of the Chilean Securities Market Law on tender offers and the regulations of the Chilean Superintendency of Securities and Insurance provides that the following transactions shall be carried out through a tender offer:

• an offer which allows a person to take control of a publicly traded company, unless the shares are being sold by a controlling shareholder of such company at a price in cash which is not substantially higher than the market price and the shares of such company are actively traded on a stock exchange,

• an offer for all the outstanding shares of a publicly traded company upon acquiring two thirds or more of its voting shares (this offer must be made at a price not lower than the price at which appraisal rights may be exercised, that is, book value if the shares of the company are not actively traded or, if the shares of the company are actively traded, the weighted average price at which the stock has been traded during the two months immediately preceding the acquisition), and

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• an offer for a controlling percentage of the shares of a listed operating company if such person intends to take control of the company (whether listed or not) controlling such operating company, to the extent that the operating company represents 75.0% or more of the consolidated net worth of the holding company.

Article 200 of the Chilean Securities Market Law prohibits any shareholder that has taken control of a publicly traded company to acquire, for a period of 12 months from the date of the transaction that granted it control of the publicly traded company, a number of shares equal to or higher than 3.0% of the outstanding issued shares of the target without making a tender offer at a price per share not lower than the price paid at the time of taking control. Should the acquisition from the other shareholders of the company be made on the floor of a stock exchange and on a pro rata basis, the controlling shareholder may purchase a higher percentage of shares, if so permitted by the regulations of the stock exchange.

Title XV of the Chilean Securities Market Law sets forth the basis to determine what constitutes a controlling power, a direct holding and a related party. The Chilean Securities Market Law defines control as the power of a person, or group of persons acting pursuant to a joint action agreement, to direct the majority of the votes in the shareholders meetings of the corporation, or to elect the majority of members of its Board of Directors, or to influence the management of the corporation significantly. Significant influence is deemed to exist in respect of the person or group holding, directly or indirectly, at least 25.0% of the voting share capital, unless:

• another person or group of persons acting pursuant to joint action agreement, directly or indirectly, control a stake equal to or higher than the percentage controlled by such person,

• the person or group does not control, directly or indirectly, more than 40.0% of the voting share capital and the number of shares controlled is lower than the sum of the shares held by other shareholders holding more than 5.0% of the share capital, and

• in cases where the Chilean Superintendency of Securities and Insurance has ruled otherwise, based on the distribution or atomization of the overall shareholding.

According to the Chilean Securities Market Law a joint action agreement is an agreement among two or more parties which, directly or indirectly, own shares in a corporation at the same time and whereby they agree to participate with the same interest in the management of the corporation or in taking control of the same. The law presumes that such an agreement exist between:

• a principal and its agents,

• spouses and relatives up to certain level of kindred,

• entities within the same business group; and

• an entity and its controller or any of its members.

Likewise, the Chilean Superintendency of Securities and Insurance may determine that a joint action agreement exists between two or more entities considering, among others, the number of companies in which they participate, the frequency with which they vote identically in the election of directors, appointment of managers and other resolutions passed at shareholders meetings.

According to Article 96 of the Chilean Securities Market Law a business group is a group of entities with such ties in their ownership, management or credit liabilities that it may be assumed that the economic and financial action of such members is directed by, or subordinated to, the joint interests of the group, or that there are common credit risks in the credits granted to, or securities issued by, them. According to the Chilean Securities Market Law the following entities are part of the same business group:

• a company and its controller,

• all the companies with a common controller and the latter,

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• all the entities that the Chilean Superintendency of Securities and Insurance declare to be part of the business group due to one or more of the following reasons:

• a substantial part of the assets of the company is involved in the business group, whether as investments in securities, equity rights, loans or guaranties,

• the company has a significant level of indebtedness and that the business group has a material participation as a lender or guarantor,

• when the controller is a group of entities, that the company is a member of a controller of the entities mentioned in the first two bullets above and there are grounds to include it in the business group,

• when the controller is a group of entities, that the company is controlled by a member of the controlling group and there are grounds to include it in the business group.

Article 36 of the General Banking Law states that as a matter of public policy, no person or company may acquire, directly or indirectly, more than 10.0% of the shares of a bank without the prior authorization of the Chilean Superintendency of Banks, which may not be unreasonably withheld. The prohibition would also apply to beneficial owners of ADSs. In the absence of such authorization, any person or group of persons acting in concert would not be permitted to exercise voting rights with respect to the shares or ADSs acquired. In determining whether or not to issue such an authorization, the Chilean Superintendency of Banks considers a number of factors enumerated in the General Banking Law, including the financial stability of the purchasing party.

Article 35 is of the General Banking Law requires the prior authorization of the Chilean Superintendency of Banks for:

• the merger of two or more banks,

• the acquisition of all or a substantial portion of a banks’ assets and liabilities by another bank,

• the control by the same person, or controlling group, of two or more banks, or

• a substantial increase in the share ownership by a controlling shareholder of a bank.

Such prior authorization is required solely when the acquiring bank or the resulting group of banks would own a significant market share in loans, defined by the Chilean Superintendency of Banks to be more than 15.0% of all loans in the Chilean banking system. The intended purchase, merger or expansion may be denied by the Chilean Superintendency of Banks. Alternatively, a purchase, merger or expansion, when the acquiring bank or resulting group would have a market share in loans defined by the Chilean Superintendency of Banks to be more than 20% of all loans in the Chilean banking system, may be conditioned on one or more of the following:

• that the bank or banks maintain an effective equity higher than 8.0% and up to 14.0% of their risk weighted assets,

• that the technical reserve established in article 65 of the General Banking Law be applicable when deposits exceed one and a half times the resulting bank’s paid-in capital and reserves, or

• that the margin for interbank loans be diminished to 20.0% of resulting bank’s effective equity.

If the acquiring bank or resulting group would have a market share in loans defined by the Chilean Superintendency of Banks to be more than 15% but less than 20%, the authorization will be conditioned on the bank or banks maintaining an effective equity not lower than 10% of their risk-weighted assets for the time set forth by the Chilean Superintendency of Banks, which may not be less than one year.

According to the General Banking Law a bank may not grant loans to related parties on more favorable terms than those generally offered to non-related parties. Article 84 No. 2 of the General Banking Law and the regulations issued by the Chilean Superintendency of Banks create the presumption that natural persons who are holders of shares and who beneficially own more than 1.0% of the shares are related to the bank and imposes

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certain restrictions on the amounts and terms of loans made by banks to related parties. This presumption would also apply to beneficial owners of ADSs representing more than 1.0% of the shares, and accordingly the limitations of Article 84 No. 2 would be applicable to such beneficial owners. Finally, according to the regulations of the Chilean Superintendency of Banks, Chilean banks that issue ADSs are required to inform the Chilean Superintendency of Banks if any person, directly or indirectly, acquires ADSs representing 5.0% or more of the total amount of shares of capital stock issued by such bank.

Article 16 bis of the General Banking Law provides that the individuals or legal entities which, individually or with other people, directly control a bank and who individually own more than 10.0% of its shares shall send to the Chilean Superintendency of Banks reliable information on their financial situation in the form and in the opportunity set forth in Resolution No. 3,156 of the Chilean Superintendency of Banks.

Preemptive Rights and Increases of Share Capital

The Chilean Corporations Law provides that whenever a Chilean company issues new shares for cash, it must offer its existing shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentages in the company. Pursuant to this requirement, preemptive rights in connection with any future issue of shares will be offered by us to the depositary as the registered owner of the shares underlying the ADSs. However, the depositary will not be able to make such preemptive rights available to holders of ADSs unless a registration statement under the Securities Act is effective with respect to the underlying shares or an exemption from the registration requirements thereunder is available.

We intend to evaluate, at the time of any preemptive rights offering, the practicality under Chilean law and Central Bank regulations in effect at the time of making such rights available to our ADS holders, as well as the costs and potential liabilities associated with registration of such rights and the related shares of common stock under the Securities Act, and the indirect benefits to us of thereby enabling the exercise by all or certain holders of ADSs of their preemptive rights and any other factors we consider appropriate at the time, and then to make a decision as to whether to file such registration statement. We cannot assure you that any registration statement would be filed. If we do not file a registration statement and no exemption from the registration requirements under the Securities Act is available, the depositary will attempt to sell such holders’ preemptive rights and distribute the proceeds thereof, after deduction of its expenses and fees, if a premium can be recognized over the cost of such sale. In the event that the depositary is not able, or determines that it is not feasible, to sell such rights at a premium over the cost of any such sale, all or certain holders of ADSs may receive no value for such rights. The inability of all or certain holders of ADSs to exercise preemptive rights in respect of shares of common stock underlying such ADSs could result in such holders not maintaining their percentage ownership of the common stock following such preemptive rights offering unless such holder made additional market purchases of ADSs or shares of common stock.

Under Chilean law, preemptive rights are exercisable or freely transferable by shareholders during a period that cannot be less than 30 days following the grant of such rights. During such period, and for an additional 30-day period thereafter, a Chilean company is not permitted to offer any unsubscribed shares for sale to third parties on terms which are more favorable than those offered to its shareholders. At the end of such additional 30-day period, a Chilean open stock corporation is authorized to sell unsubscribed shares to third parties on any terms, provided they are sold on a Chilean stock exchange. Unsubscribed shares that are not sold on a Chilean stock exchange can be sold to third parties only on terms no more favorable for the purchaser than those offered to shareholders.

Shareholders’ Meetings and Voting Rights

An ordinary annual meeting of shareholders is held within the first four months of each year, generally in March. The ordinary annual meeting of shareholders is the corporate body that approves the annual financial statements, approves all dividends in accordance with the dividend policy determined by our Board of Directors,

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elects the Board of Directors and approves any other matter which does not require an extraordinary shareholders’ meeting. The last ordinary annual meeting of our shareholders was held on February 25, 2003. Extraordinary meetings may be called by our Board of Directors when deemed appropriate, and ordinary or extraordinary meetings must be called by our Board of Directors when requested by shareholders representing at least 10.0% of the issued voting shares or by the Chilean Superintendency of Banks. Notice to convene the ordinary annual meeting or an extraordinary meeting is given by means of three notices which must be published in a newspaper of our corporate domicile (currently Santiago) or in the Official Gazette in a prescribed manner, and the first notice must be published not less than 15 days nor more than 20 days in advance of the scheduled meeting. Notice must also be mailed 15 days in advance to each shareholder and given to the Chilean Superintendency of Banks and the Santiago, Valparaiso and Electronic Stock Exchanges. Currently, we publish our official notices in theDiario La Tercera.

The quorum for a shareholders’ meeting is established by the presence, in person or by proxy, of shareholders representing at least an absolute majority of the issued shares; if a quorum is not present at the first meeting, the meeting can be reconvened (in accordance with the procedures described in the previous paragraph) and, upon the meeting being reconvened, shareholders present at the reconvened meeting are deemed to constitute a quorum regardless of the percentage of the shares represented. The shareholders’ meetings pass resolutions by the affirmative vote of an absolute majority of those voting shares present or represented at the meeting. The vote required at any shareholders’ meeting to approve any of the following actions, however, is a two-thirds majority of the issued shares:

• a change in corporate form, merger or spin-off,

• an amendment to our term of existence or early dissolution,

• a change in corporate domicile,

• a decrease of corporate capital,

• the approval of capital contributions in kind and a valuation of the assets contributed,

• a modification of the powers exercisable through the shareholders’ meetings or limitations on the powers of our Board of Directors,

• a reduction in the number of members of the Board of Directors,

• the transfer of 50.0% or more of the corporate assets, regardless of whether it includes liabilities, or the formation or amendment of any business plan that contemplates the transfer of 50.0% or more of the corporate assets,

• any non-cash distribution in respect of the shares,

• the creation of security interests to secure third-party obligations in excess of 50.0% of the corporate assets, unless granted to a subsidiary,

• the repurchase of shares;

• the approval of material related-party transactions when requested by shareholders representing at least 5.0% of the issued and outstanding shares with right to vote, or

• the decision to distribute less than 30.0% of the net profits of any given year as dividends.

Shareholders may accumulate their votes for the election of directors and cast the same in favor of one person.

In general, Chilean law does not require a Chilean open stock corporation to provide the level and type of information that U.S. securities laws require a reporting company to provide to its shareholders in connection with a solicitation of proxies. However, shareholders are entitled to examine the books of the company within the 15-day period before the ordinary annual meeting. Under Chilean law, a notice of a shareholders’ meeting listing matters to be addressed at the meeting must be mailed not fewer than 15 days prior to the date of such meeting, and, in cases of an ordinary annual meeting, shareholders holding a prescribed minimum investment must be sent

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an annual report of the company’s activities which includes audited financial statements. Shareholders who do not fall into this category but who request it must also be sent a copy of the company’s annual report. In addition to these requirements, we regularly provide, and management currently intends to continue to provide, together with the notice of shareholders’ meeting, a proposal for the final annual dividend.

The Chilean Corporations Law provides that whenever shareholders representing 10.0% or more of the issued voting shares so request, a Chilean company’s annual report must include, in addition to the materials provided by the Board of Directors to shareholders, such shareholders’ comments and proposals in relation to the company’s affairs. Similarly, the Chilean Corporations Law provides that whenever the Board of Directors of an open stock corporation convenes an ordinary meeting of the shareholders and solicits proxies for that meeting, or distributes information supporting its decisions, or other similar material, it is obligated to include as an annex to its annual report any pertinent comments and proposals that may have been made by shareholders owning 10.0% or more of the company’s voting shares who have requested that such comments and proposals be so included.

Only shareholders registered as such with us on the fifth calendar day prior to the date of a meeting are entitled to attend and vote their shares. A shareholder may appoint another individual (who need not be a shareholder) as his proxy to attend and vote on his behalf. Every shareholder entitled to attend and vote at a shareholders’ meeting has one vote for every share subscribed.

Dividend, Liquidation and Appraisal Rights

Under the Chilean Corporations Law, Chilean companies are generally required to distribute at least 30.0% of their earnings as dividends. However, under the General Banking Law, banks are permitted to distribute less than such minimum amount in any given year if holders of at least two-thirds of the bank’s common stock so determine. In the event of any loss of capital or of the legal reserve, no dividends can be distributed so long as such loss is not recovered. Also, no dividends of a bank above the legal minimum can be distributed if doing so would result in the bank exceeding its indebtedness ratio or its lending limits.

Dividends that are declared but not paid by the date set for payment at the time of declaration are adjusted from the date set for payment to the date such dividends are actually paid, and they accrue interest. The right to receive a dividend lapses if it is not claimed within five years from the date the dividend is payable.

We may declare a dividend in cash or in shares. When a share dividend is declared above the legal minimum (which minimum must be paid in cash), our shareholders must be given the option to elect to receive cash. Our ADS holders may, in the absence of an effective registration statement under the Securities Act or an available exemption from the registration requirement thereunder, effectively be required to receive a dividend in cash.

In the event of our liquidation, the holders of fully paid shares would participate equally and ratably, in proportion to the number of paid-in shares held by them, in the assets available after payment of all creditors.

In accordance with the General Banking Law, our shareholders would have no appraisal rights in the event of a business combination or otherwise.

Approval of Financial Statements

Our Board of Directors is required to submit our audited financial statements to the shareholders annually for their approval. The approval or rejection of such financial statements is entirely within our shareholders’ discretion. If our shareholders reject our financial statements, our Board of Directors must submit new financial statements not later than 60 days from the date of such rejection. If our shareholders reject our new financial statements, our entire Board of Directors is deemed removed from office and a new Board of Directors is elected at the same meeting. Directors who individually approved such rejected financial statements are disqualified for re-election for the ensuing period.

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Registrations and Transfers

We act as our own registrar and transfer agent, as is customary among Chilean companies. In the case of jointly owned shares, an attorney-in-fact must be appointed to represent the joint owners in dealings with us.

C. MATERIAL CONTRACTS

The following is a brief summary of our material contracts currently in force. A copy of each of these contracts has been included as an exhibit hereto. See “Item 19. Exhibits.”

Systems Operations Services Agreement. We have entered into an Systems Operations Services Agreement with IBM, dated March 30, 2001, and covering a term from April 1, 2001 through April 15, 2006.

Service Contract.We have entered into a Service Contract with our affiliate CorpGroup Interhold S.A., dated July 6, 2001, which covers a term of five years. It is automatically renewable at the end of the five-year term.

Software Consulting and Development Agreement. We have entered into a Software Consulting and Development Agreement, “IBS” Integrated Banking System, dated as of October 4, 2001, with Datapro, Inc. It covers a five-year term for system maintenance and adjustments, which is automatically renewable at the end of the term.

Stockholders’ Agreement. Our affiliate Corp Group Banking S.A. has entered into a Stockholders’ Agreement with Manufacturas Interamericana S.A., a company controlled by certain members of the Abumohor family, dated May 11, 2004, which terminates when the parties cease to be shareholders of Corpbanca.

D. EXCHANGE CONTROLS

The Central Bank is responsible for, among other things, monetary policies and exchange controls in Chile. Foreign investments can be registered with the Foreign Investment Committee under Decree Law No. 600 of 1974, as amended, or can be registered with the Central Bank under the Central Bank Act and theCompendio de Normas de Cambios Internacionales, or the Central Bank Foreign Exchange Regulations (the “Compendium”). The Central Bank Act is an organic constitutional law requiring a “special majority” vote of the Chilean Congress to be modified.

The Central Bank Foreign Exchange Regulations were amended on April 19, 2001. The main objective of these amendments was to facilitate capital movements from and into Chile and encourage foreign investment. According to the new Central Bank Foreign Exchange Regulations, investors are allowed to freely enter into any kind of foreign exchange transaction, the only restriction being that investors must inform the Central Bank about certain operations which they have conducted and must conduct certain operations through the Formal Exchange Market. The types of information related to equity investment that must be reported to the Central Bank by non-Chilean residents include the occurrence of, among other things, any assignment, substitution, changes in organizational status, change in the form of the investment, or material changes to the terms of the agreement governing the foreign currency transaction. Transactions that are required to be conducted through the Formal Exchange Market include transactions involving foreign commercial bank loans or Chilean company issued bonds, deposits made in Chilean financial institutions by foreign depositors, and equity investments and contributions of capital by foreign investors. The Formal Exchange Market entities through which transactions are conducted will report such transactions to the Central Bank.

Pursuant to the provisions of Chapter XIV of the Compendium, it is not necessary to seek the Central Bank’s prior approval in order to establish an ADR facility. The Central Bank only requires that (i) any foreign investor acquiring shares to be converted into ADSs who has actually brought funds into Chile for that purpose shall bring those funds through the Formal Exchange Market; (ii) any foreign investor acquiring shares to be converted into ADSs informs the Central Bank of the investment in the terms and conditions described below;

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(iii) all remittances of funds from Chile to the foreign investor upon the sale of the shares underlying the ADSs or from dividends or other distributions made in connection therewith, shall be made through the Formal Exchange Market; and (iv) all remittances of funds to the foreign investor, whether or not from Chile, shall be informed to the Central Bank in the terms and conditions described below.

When the shares to be converted into ADSs have been acquired by the foreign investor with funds brought into Chile through the Formal Exchange Market, a registration form shall be filed with the Department of International Financial Operations of the Central Bank by the foreign investor acting through an entity of the Formal Exchange Market on or before the date on which the foreign currency is brought into Chile. However, if the funds were brought into Chile with a different purpose and subsequently were used to acquire shares to be converted into ADSs, the Department of International Financial Operations of the Central Bank then shall be informed of such investment by the Custodian within ten days following the end of each fifteen-day period on which the Custodian has to deliver periodic reports to the Central Bank. If the funds were not brought into Chile, a registration form shall be filed with the Department of International Financial Operations of the Central Bank by the foreign investor itself or through an entity of the Formal Exchange Market within 10 days following the date on which the proceeds were used. Any foreign investor (other than the Depositary) who has acquired shares and wishes to convert the same into ADSs shall assign to the Depositary, prior to any such conversion, any foreign investment rights it may have pursuant to Chapter XIV of the Compendium. Any such assignment shall be filed with the Central Bank within the ten days following its execution.

All payments in U.S. dollars in connection with the ADS facility made from Chile shall be made through the Formal Exchange Market. Pursuant to Chapter XIV of the Compendium no previous authorization from the Central Bank is required for the remittance of U.S. dollars obtained in the sale of the shares underlying ADSs or from dividends or other distributions made in connection therewith. The entity of the Formal Exchange Market participating in the transfer shall provide certain information to the Central Bank on the next banking business day. In the event there are payments made outside Chile, the foreign investor shall provide the relevant information to the Central Bank directly or through an entity of the Formal Exchange Market within 10 days following the date on which the payment was made.

Under Chapter XIV of the Compendium payments and remittances of funds from Chile are governed by the rules in effect at the time the payment or remittance is made. Therefore, any change made to Chilean laws and regulations after the date hereof shall affect foreign investors who have acquired ADSs or shares to be converted into ADSs. There can be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile will not restrict or prevent foreign investors to purchase and remit abroad U.S. dollars, nor can there be any assessment to the duration or impact of such restrictions, if imposed. For instance, until June 26, 1998, certain foreign investments in Chile were subject to aencaje, or mandatory deposit, with the Central Bank in an amount equal to 30% of the proceeds of the investment or, in the alternative, in lieu of such deposit, an upfront payment to the Central Bank in an amount determined in relation to the amount otherwise required to be deposited. This deposit had to be made in U.S. dollars and had to remain with the Central Bank, without accruing interest, for a period of one year. On June 26, 1998, theencaje was reduced to 10%, on September 17, 1998, it was reduced to 0% and, on April 19, 2001, it was eliminated from the Compendium. There is no guarantee that the Central Bank will not reinstate theencaje at such levels or at higher levels.

This situation is different from the one governing ADSs issued by Chilean companies prior to April 19, 2001. Prior to such date, ADSs representing shares of stock of Chilean corporations were subject to Chapter XXVI of the Compendium, which addressed the issuance of ADSs by Chilean companies and foreign investment contracts entered into among the issuer of the shares, the Central Bank and the depository pursuant to Article 47 of the Central Bank Act. Chapter XXVI of the Compendium and the corresponding foreign investment contracts granted foreign investors the vested right to acquire dollars with the proceeds obtained in the sale of the underlying shares of stock, or from dividends or other distributions made in connection therewith and remit them abroad. On April 19, 2001, the Central Bank eliminated Chapter XXVI of the Compendium and made the

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establishment of new ADR facilities subject to the provisions of Chapter XIV of the Compendium. All foreign investment contracts executed under the provisions of Chapter XXVI of the Compendium remain in full force and effect and are governed by the provisions in effect at the time of their execution.

The foregoing is a summary of the Central Bank’s regulations with respect to the issuance of ADSs representing common stock as in force and effect as of the date hereof. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of Chapter XIV of the Compendium, a copy of which is available from Corpbanca upon request.

There can be no assurance that further Central Bank regulations or legislative changes to the current foreign exchange control regime in Chile will not restrict or prevent foreign investors from purchasing or remitting U.S. dollars, or that further restrictions applicable to foreign investors which affect their ability to remit the capital, dividends or other benefits in connection with the shares of stock will not be imposed by the Central Bank in the future, nor can there be any assessment to the duration or impact of such restrictions, if imposed.

E. TAXATION

Chilean Tax Considerations

The following discussion is based on material Chilean income tax laws presently in force, including Ruling No. 324 of January 29, 1990 of the Chilean Internal Revenue Service and other applicable regulations and rulings. The discussion summarizes the material Chilean income tax consequences of an investment in the ADSs or shares of common stock by an individual who is not domiciled in or a resident of Chile or a legal entity that is not organized under the laws of Chile and does not have a permanent establishment located in Chile, which we refer to as a foreign holder. For purposes of Chilean law, an individual holder is a resident of Chile if he or she has resided in Chile for more than six consecutive months in one calendar year or for a total of more than six months, whether consecutive or not, in two consecutive tax years. An individual holder is domiciled in Chile if he or she resides in Chile with the purpose of staying in Chile (such purpose to be evidenced by circumstances such as the acceptance of employment within Chile or the relocation of his or her family to Chile). This discussion is not intended as tax advice to any particular investor, which can be rendered only in light of that investor’s particular tax situation.

Under Chilean law, provisions contained in statutes such as tax rates applicable to foreign holders, the computation of taxable income for Chilean purposes and the manner in which Chilean taxes are imposed and collected may be amended only by another statute. In addition, the Chilean tax authorities issue rulings and regulations of either general or specific application interpreting the provisions of Chilean tax law. Absent a retroactive law, Chilean taxes may not be assessed retroactively against taxpayers who act in good faith relying on such rulings and regulations, but Chilean tax authorities may change said rulings and regulations prospectively. There is no general income tax treaty in force between Chile and the United States.

Cash Dividends and Other Distributions

Cash dividends paid by us with respect to the ADSs or shares of common stock held by a Foreign Holder will be subject to a 35.0% Chilean withholding tax, which is withheld and paid over by us. We refer to this as the Chilean withholding tax. A credit against the Chilean withholding tax is available based on the level of corporate income tax, or first category tax, actually paid by us on the taxable income to which the dividend is imputed; however, this credit does not reduce the Chilean withholding tax on a one-for-one basis because it also increases the base on which the Chilean withholding tax is imposed. In addition, distribution of book income in excess of retained taxable income is subject to the Chilean withholding tax, but such distribution is not eligible for the credit. Under Chilean income tax law, for purposes of determining the level of the first category tax that has been paid by us, dividends generally are assumed to have been paid out of our oldest retained taxable profits. The first category tax rate is 17.0%. Nevertheless, we had a tax loss carryforward as of December 31, 2003, without expiration date, in the amount of Ch$21,575 million to be applied against net income. We have been applying this tax loss carryforward and, as a result, for the years ended December 31, 2000, 2001, 2002 and 2003 we

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recorded a net tax benefit. We estimate that our tax loss carryforward will be completely used by the end of 2003. Accordingly, for such periods, there was no first category tax credit available to reduce the Chilean withholding tax. However, whether the first category tax is imposed or not, the effective overall combined rate of Chilean taxes imposed with respect to our distributed profits would be 35.0%.

The foregoing tax consequences apply to cash dividends paid by us. Dividend distributions made in property (other than shares of common stock) will be subject to the same Chilean tax rules as cash dividends. Share dividends are not subject to Chilean taxation.

Capital Gains

Gain realized on the sale, exchange or other disposition by a foreign holder of ADSs (or ADRs evidencing ADSs) will not be subject to Chilean taxation, provided that such disposition occurs outside Chile or that it is performed under the rules of Title XXIV of the Chilean Securities Market Law, as amended by Law No. 19,601, dated January 18, 1999. The deposit and withdrawal of shares of common stock in exchange for ADRs will not be subject to any Chilean taxes.

Gain recognized on a sale or exchange of shares of common stock (as distinguished from sales or exchanges of ADSs representing such shares of common stock) by a foreign holder will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter) if (1) the foreign holder has held such shares of common stock for less than one year since exchanging ADSs for the shares of common stock, (2) the foreign holder acquired and disposed of the shares of common stock in the ordinary course of its business or as a regular trader of stock or (3) the sale is made to a company in which the foreign holder holds an interest (10.0% or more of the shares in the case of open stock corporations). In all other cases, gain on the disposition of shares of common stock will be subject only to the first category tax levied as a sole tax. However, if it is impossible to determine the taxable capital gain, a 5.0% withholding will be imposed on the total amount to be remitted abroad without any deductions as a provisional payment of the total tax due.

The tax basis of shares of common stock received in exchange for ADSs will be the acquisition value of such shares. The valuation procedure set forth in the deposit agreement, which values shares of common stock that are being exchanged at the highest price at which they trade on the Santiago Stock Exchange on the date of the exchange, generally will determine the acquisition value for this purpose. Consequently, the conversion of ADSs into shares of common stock and sale of such shares of common stock for the value established under the deposit agreement will not generate a capital gain subject to taxation in Chile.

The distribution and exercise of preemptive rights relating to the shares of common stock will not be subject to Chilean taxation. Amounts received in exchange for the shares or assignment of preemptive rights relating to the shares will be subject to both the first category tax and the Chilean withholding tax (the former being creditable against the latter to the extent described above).

The Chilean Internal Revenue Service has not enacted any rule nor issued any ruling about the applicability of the following norms to the foreign holders of ADRs.

In the case where the sale of the shares is made on a day that is different than the date in which the exchange is recorded, capital gains subject to taxation in Chile may be generated. However, following a ruling of the Chilean Internal Revenue Service, we will include in the deposit agreement a provision whereby, the capital gain that may be generated if the exchange date is different than the date in which the shares received in exchange for ADSs are sold, will not be subject to taxation. Such provision states that in the event that the exchanged shares are sold by the ADS holders in a Chilean stock exchange on the same day in which the exchange is recorded in the shareholders’ registry of the issuer or within two business days prior to the date on which the sale is recorded in the shareholders’ registry, the acquisition price of such exchanged shares shall be the price registered in the invoice issued by the stock broker that participated in the sale transaction.

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To the extent that our shares are actively traded on the Santiago Stock Exchange, foreign institutional investors who acquire our shares may benefit from a tax exemption included in an amendment introduced to the Chilean Income Tax Law in June 2001. The amendment established an exemption for the payment of income tax by foreign institutional investors, such as mutual funds, pension funds and others, that obtain capital gains in the sales through a Chilean stock exchange, a tender offer or any other system authorized by the Chilean Superintendency of Securities and Insurance, of shares of publicly traded corporations that are actively traded in stock exchanges. Our shares are currently actively traded on the Santiago Stock Exchange.

A foreign institutional investor is an entity that is either:

• a fund that makes public offers of its shares in a country which public debt has been rated investment grade by an international risk classification agency qualified by the Chilean Superintendency of Securities and Insurance,

• a fund that is registered with a regulatory entity of a country which public debt has been rated investment grade by an international risk classification agency qualified by the Chilean Superintendency of Securities and Insurance, provided that the investments in Chile, including securities issued abroad that represent Chilean securities, held by the fund represent less than 30.0% of its share value,

• a fund that holds investments in Chile that represent less than 30.0% of its share value, provided that it proves that no more that 10.0% of its share value is directly or indirectly owned by Chilean residents,

• a pension fund that is exclusively formed by individuals that receive their pensions on account of capital accumulated in the fund,

• a fund regulated by Law No. 18,657 in which case all holders of its shares must reside abroad or be qualified as local institutional investors, or

• another kind of institutional foreign investor that complies with the characteristics defined by a regulation with the prior report of the Chilean Superintendency of Securities and Insurance and the Chilean Internal Revenue Service.

In order to be entitled to the exemption, foreign institutional investors, during the time in which they operate in Chile, must:

• be organized abroad and not be domiciled in Chile,

• not participate, directly or indirectly, in the control of the issuers of the securities in which it invests and not hold, directly or indirectly, 10.0% or more of such companies’ capital or profits,

• execute an agreement in writing with a Chilean bank or securities broker in which the intermediary is responsible for the execution of purchase and sale orders and for the verification, at the time of the respective remittance, that such remittances relate to capital gains that are exempt from income tax in Chile or, if they are subject to income tax, that the applicable withholdings have been made, and

• register in a special registry with the Chilean Internal Revenue Service.

Pursuant to an amendment to the Chilean Income Tax Law published on November 7, 2001 (Law No. 19,768), the sale and disposition of shares of Chilean public corporations which are actively traded on stock exchanges is exempted from Chilean taxes on capital gains if the sale or disposition was made:

• on a local stock exchange or any other stock exchange authorized by the Chilean Superintendency of Securities and Insurance or in a tender offer process according to Title XXV of the Chilean Securities Market Law, so long as the shares (a) were purchased on a public stock exchange or in a tender offer process pursuant to Title XXV of the Chilean Securities Market Law, (b) are newly issued shares issued in a capital increase of the corporation, or (c) were the result of the exchange of convertible bonds (in which case the option price is considered to be the price of the shares). In this case, gains exempted from Chilean taxes shall be calculated using the criteria set forth in the Chilean Income Tax Law; or

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• within 90 days after the shares would have ceased to be actively traded on a stock exchange. In such case, the gains exempted from Chilean taxes on capital gains will be up to the average price per share of the last 90 days. Any gains above the average price will be subject to the first category tax.

Based on rulings and regulations of the Chilean Superintendency of Securities and Insurance, the purchase of ADSs in the form of shares should be deemed to have been made on a public stock exchange for purposes of the foregoing exemption, but there can be no assurance in this regard. Investors who request delivery of ADSs in the form of shares of common stock should consult with their tax adviser to determine whether such shares will be eligible for the foregoing exemption.

If in the future our shares are not significantly traded on stock exchanges, purchasers of our shares may benefit from Article 4 Transitory of Law No. 19,768, given that in November 2002, we registered our shares in the “emerging companies” market according to the rules of the Chilean Superintendency of Securities and Insurance and placed in the Santiago Stock Exchange 18.2% of the issued shares among institutional investors and entities not related to our controlling shareholder. Such article provides that a portion of the capital gain realized upon the sale or disposal of our shares is exempted from taxes if the sale or disposal is made in a Chilean stock exchange or in a tender offer process according to Title XXV of the Chilean Securities Market Law. The calculation of the exempted portion is different depending on whether the sale or disposal is made on or before three years from November 2002 or afterwards.

Other Chilean Taxes

No Chilean inheritance, gift or succession taxes apply to the transfer or disposition of the ADSs by a foreign holder but such taxes generally will apply to the transfer at death or by a gift of shares of common stock by a foreign holder. No Chilean stamp, issue, registration or similar taxes or duties apply to foreign holders of ADSs or shares of common stock.

Withholding Tax Certificates

Upon request, we will provide to foreign holders appropriate documentation evidencing the payment of the Chilean withholding tax.

United States Tax Considerations

The following discussion summarizes the material U.S. federal income tax considerations relevant to an investment in the ADSs or shares of common stock by a holder that is a citizen or resident of the U.S. or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income tax on a net income basis in respect of the ADSs or shares of common stock, which we refer to as a U.S. holder. However, it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase ADSs or shares of common stock. In particular, this discussion is directed only to U.S. holders that will hold ADSs or shares of common stock as capital assets and that have the U.S. dollar as their functional currency, and does not address the tax treatment of U.S. holders that are subject to special tax rules, such as banks, dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, insurance companies, tax-exempt entities, holders of 10.0% or more of the voting shares of Corpbanca, persons holding ADSs or shares of common stock as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction. Prospective purchasers who are U.S. holders are advised to consult their own tax advisers as to the overall U.S. federal, state and local tax consequences of their ownership of ADSs and the underlying shares of common stock.

The statements of U.S. tax laws set out below are based on the laws in force as of the date of this document and may be subject to any changes in law occurring after such date, including changes that may have retroactive effect.

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We are a banking corporation licensed by the Chilean Superintendency of Banks. We believe that we are engaged in the active conduct of a banking business as defined in the Internal Revenue Code of 1986, or the Code. As such, we believe we are not a passive foreign investment corporation, or a PFIC. Special, and potentially adverse, tax rules apply to holders of stock in a PFIC. Accordingly, potential investors are urged to consult there tax advisers about the possibility of us being a PFIC, and the consequences of holding stock in a PFIC. The remainder of this section will assume we are not a PFIC.

ADRs

In general, U.S. holders of ADRs evidencing ADSs of the Bank will be treated, for U.S. federal income tax purposes, as the beneficial owners of the underlying shares of common stock that are represented by those ADSs and evidenced by those ADRs.

Cash Dividends and Other Distributions

The gross amount of cash dividends paid out of the current or accumulated earnings and profits of Corpbanca (as determined for U.S. federal income tax purposes) with respect to the shares of common stock or ADSs, including the net amount of the Chilean withholding tax withheld on the distribution (after taking into account the credit for the first category tax), will be includable in the gross income of a U.S. holder as ordinary income on the day the dividends are received by the U.S. holder (if such holder holds the shares of common stock directly) or by the depositary (if such holder holds the ADSs) and will not be eligible for the dividends received deduction allowed to corporations under the Code. Dividends paid in Chilean pesos will be includable in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the day they are received by the U.S. holder or the depositary, as applicable. U.S. holders should consult their own tax advisers regarding the treatment of foreign currency gain or loss, if any, on any Chilean pesos received that are converted into U.S. dollars on a date subsequent to receipt. The Chilean withholding tax (after taking into account the credit for the first category tax) will be treated as a foreign income tax that a U.S. holder may elect to deduct in computing its income tax or, subject to generally applicable limitations and conditions under the Internal Revenue Code, to credit against its U.S. federal income tax liability. For purposes of calculating the foreign tax credits, dividends paid on the common stock or ADSs will generally constitute foreign source “passive income” or “financial services income” for U.S. tax purposes. Foreign tax credits are generally not allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities. U.S. holders should consult their own advisers concerning the implications of these rules in light of their particular circumstances.

Distributions of additional shares of common stock (or rights to subscribe for shares of common stock) to U.S. holders with respect to the ADSs or shares of common stock that are made as part of a pro rata distribution to all our shareholders generally will not be subject to U.S. federal income tax.

Under recently enacted amendments to the Code, “qualified dividend income” received by non-corporate U.S. holders from domestic corporations or qualified foreign corporations is subject to tax at the lower capital gain rates (generally, 15%). These amendments do not apply to taxable years beginning after December 31, 2008. In general, a “qualified foreign corporation” is a foreign corporation that (i) is incorporated in a possession of the U.S. (which we are not so incorporated), or (ii) is eligible for the benefits of a tax treaty that is a “comprehensive income tax treaty.” The U.S. and Chile do not have a “comprehensive income tax treaty.” A foreign corporation will also be treated as a “qualified foreign corporation” with respect to any dividend paid by such corporation if the stock with respect to which such dividend is paid is readily tradable on an established securities market in the U.S. The term “qualified foreign corporation” does not include a corporation treated as a foreign personal holding company, a foreign investment company, or a PFIC. No regulations have been issued regarding the newly enacted provisions as of the date of this registration statement. Currently, neither our common stock nor the ADSs are readily tradable on an established securities market in the U.S.; however, we anticipate that our ADSs will be readily tradable on an established securities market in the U.S. after the exchange of restricted

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ADSs for new ADSs. Our common stock would be treated as readily tradable on an established securities market in the U.S. upon any ADS being so treated. Therefore, distributions taxable as dividends on our common stock or the ADSs generally would not be eligible for taxation at the applicable capital gains rates; however, any such distributions made at a time when our ADSs are treated as readily tradable on an established securities market in the U.S. would be eligible for taxation at the applicable capital gains rates for taxable years beginning on or before December 31, 2008.

Capital Gains

Gain or loss realized by a U.S. holder on the sale, exchange or other disposition of ADSs or shares of common stock will be subject to U.S. federal income taxation as a capital gain or loss in an amount equal to the difference between such holder’s adjusted basis in the ADSs or the shares of common stock and the amount realized on the disposition. Such gain or loss generally will be a capital gain or loss. Capital gains realized by a non-corporate U.S. holder are generally subject to a reduced rate of tax with respect to property held for more than one year.

Gains realized by a U.S. holder on a sale or other disposition of ADSs or shares of common stock generally will be treated as U.S. source income. Because a U.S. holder generally may not use a foreign tax credit to reduce its U.S. federal income tax liability in respect of its U.S. source income, in the case of a disposition of shares of common stock (which, unlike a disposition of ADSs, would be taxable in Chile), the U.S. holder generally would not be able to utilize foreign tax credits in respect of any Chilean tax imposed on such a disposition unless such holder has other income from foreign sources, in the appropriate category, for purposes of the foreign tax credit limitation rules. U.S. holders should consult their tax advisers regarding the application of the foreign tax credit limitation rules to their investment in, and disposition of, the ADSs and shares of common stock.

Deposits and withdrawals of shares of common stock by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Non-U.S. Holders

A holder of shares of common stock or ADSs that is not a U.S. holder, or a Non-U.S. holder, will not be subject to U.S. federal income or withholding tax on gain realized on the sale of shares of common stock or ADSs, unless (1) such gain is effectively connected with the conduct by such Non-U.S. holder of a trade or business in the U.S. or (2) in the case of gain realized by an individual Non-U.S. holder, such Non-U.S. holder is present in the U.S. for 183 days or more in the taxable year of the sale and certain other conditions are met.

A Non-U.S. holder of shares of common stock or ADSs generally will not be subject to U.S. federal income or withholding tax on dividends received on shares of common stock or ADSs, unless such income is effectively connected with the conduct by such Non-U.S. holder of a trade or business in the U.S.

Backup Withholding and Information Reporting

In general, dividends paid to a U.S. holder and proceeds from a disposition of the ADSs or shares of common stock will be subject to information reporting requirements and such payments may be subject to U.S. backup withholding tax if the U.S. holder does not provide a taxpayer identification number or otherwise establish an exemption. Under certain circumstances, such payments made to a Non-U.S. holder also may be subject to U.S. information reporting requirements and U.S. backup withholding tax, unless the holder certifies its non-U.S. status or otherwise establishes an exemption.

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F. DIVIDENDS AND PAYING AGENTS

The following table presents dividends paid by us in nominal terms:

Year	Dividend (in millions of Ch$)		Per share Ch$/share(1)(2)	Percentage of earnings
2002	Ch$	14,222	0.08	50.0	%
2003	Ch$	17,777	0.08	50.0	%

(1) Calculated on the basis of 170,449 million shares for 2002 and 226,909 million shares for 2003.

(2) In 2002, the dividends per share in nominal Chilean pesos was 0.08 and in U.S. dollars was 0.00012. In 2003, the dividends per share in nominal Chilean pesos was 0.08 and in U.S. dollars was 0.00010.

In November 2002, our shares of common stock were listed on the Santiago Stock Exchange and became publicly traded in Chile within the meaning of the Chilean Corporations Law. At that time, we became subject to the provisions of the Chilean Corporations Law applicable to publicly traded companies in Chile. We paid dividends with respect to 2002 and 2003 in accordance with these provisions.

Under the current General Banking Law, a Chilean bank may only pay dividends from profits earned in prior fiscal years (i.e., interim dividends are not permitted). Corpbanca’s annual dividend is proposed by its Board of Directors and is approved by the shareholders at the annual ordinary shareholders’ meeting held during the first four months of the year following the year with respect to which the dividend is proposed. Historically, the dividend for a particular year has been declared and paid no later than May of the following year. Dividends are paid to shareholders of record on the fifth day preceding the date set for payment of the dividend. The applicable record date for the payment of dividends to holders of ADSs will, to the extent practicable, be the same.

Although our Board of Directors currently intends to pay regular annual dividends, the amount of dividend payments will depend upon, among other factors, our then current level of earnings, capital and legal reserve requirements, as well as market conditions, and there can be no assurance as to the amount or timing of future dividends. Under the Chilean Corporations Law, Chilean corporations are generally required to distribute at least 30% of their earnings (calculated in accordance with Chilean GAAP) as dividends, however, pursuant to section 56 of the General Banking Law, a bank is permitted to distribute less than 30% of its earnings, and may distribute no dividends at all, in any given year if the holders of at least two thirds of the bank’s outstanding shares of common stock so determine. The balances of our distributable net income is generally retained for use in our business (including for the maintenance of any required legal reserves).

Dividends payable to ADS holders are net of foreign currency conversion expenses of the depositary and will be subject to Chilean withholding tax currently at the rate of 35.0%, which may be subject to certain credits. Owners of the ADSs will not be charged any dividend remittance fees by the depositary with respect to cash or stock dividends.

In the past, Chilean law required holders of shares of Chilean companies who were not residents of Chile to register as foreign investors under one of the foreign investment regimes contemplated by Chilean law in order to have dividends, sale proceeds or other amounts with respect to their shares remitted outside Chile through the Formal Exchange Market. However, on April 19, 2001 the Central Bank deregulated the Formal Exchange Market, eliminating the need to obtain approval from the Central Bank in order to remit dividends. Today there is only an obligation to inform the Central Bank about the remittance of dividends which is imposed on the entity of the Formal Exchange Market participating in the transfer. Under the current laws and regulations, payments and remittances of funds from Chile are governed by the rules in effect at the time the payment or remittance is made. Therefore, any change made to Chilean laws and regulations after the date hereof shall affect foreign investors who have acquired ADSs or shares to be converted into ADSs.

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G. STATEMENT BY EXPERTS

The financial statements included herein have been audited by Deloitte & Touche Sociedad de Auditores y Consultores Ltda, a member firm of Deloitte Touche Tohmatsu, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion and includes an explanatory paragraph referring to the convenience translation). Such financial statements have been included herein in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

H. DOCUMENTS ON DISPLAY

The documents concerning Corpbanca which are referred to in this registration statement may be inspected at our offices at Huérfanos 1072, Santiago, Chile.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our policy with respect to asset and liability management is to maximize our net interest revenue and return on assets and equity while managing interest rate, liquidity and foreign exchange risks and while remaining within the limits provided by Chilean banking regulations.

The composition of our assets, liabilities and shareholders’ equity as of December 31, 2003 by currency and term is as follows:

	As of December 31, 2003
	Ch$			UF			Foreign Currency			Total			Percentage
	(in millions of constant Ch$ as of December 30, 2003, except for percentages)
Assets
Cash and due from banks	Ch$	85,023		Ch$	—		Ch$	30,253		Ch$	115,276		4.1	%
Other assets:
Less than 1 year		801,878			333,508			335,875			1,471,261		52.8
From 1 to 3 years		178,502			267,376			42,774			488,652		17.5
More than 3 years		86,081			554,377			83,590			724,048		26.0
Bank premises and equipment and other(2)		31,626			—			—			31,626		1.2
Allowances for losses		(44,203	)		—			—			(44,203	)	(1.6	)
Total	Ch$	1,138,907		Ch$	1,155,261		Ch$	492,492		Ch$	2,786,660		100.0	%
Percentage of total assets		40.9	%		41.4	%		17.7	%		100.0	%
Liabilities and Shareholders Equity
Non-interest-bearing deposits(1)	Ch$	205,741		Ch$	886		Ch$	11,341		Ch$	217,968		7.8	%
Other Liabilities:
Less than 1 year		790,335			562,423			499,288			1,852,046		66.5
From 1 to 3 years		20,516			86,356			3,248			110,120		3.9
More than 3 years		157			267,257			92			267,506		9.6
Shareholders’ equity(2)		339,020			—			—			339,020		12.2
Total	Ch$	1,355,769		Ch$	916,922		Ch$	513,969		Ch$	2,786,660		100.0	%
Percentage of total liabilities and Shareholders’ equity		48.7	%		32.9	%		18.4	%		100.0	%

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(1) Includes checking accounts, banker’s drafts and transactions payable.

(2) Our shareholders’ equity, which includes undistributed net income, and bank premises and equipment are denominated in pesos, but the amounts at which they are carried on the balance sheet are adjusted to reflect the effects of inflation.

We have generally maintained more peso-denominated liabilities than peso-denominated assets and more UF-denominated assets than UF-denominated liabilities.

Our asset and liability management policies are developed by our Asset and Liability Committee (“ALCO”) following guidelines established by our Board of Directors. The ALCO is composed of eleven members, including a director, the Chief Executive Officer, the Division Manager—International and Treasury, and the head of the Financial Risk Management Division, or the Financial Risk Manager. The role of the Financial Risk Manager and the ALCO is to ensure that our treasury division’s operations are consistently in compliance with our internal risk policies and limits, as well as applicable regulations. The ALCO typically meets once per week. Senior members of our treasury division meet regularly with the ALCO and outside consultants to discuss our asset and liability position. The members of our Financial Risk Management Division are not employed in our banking operations or treasury division, which manages our liquidity and funding.

Because we believe that no single measure can reflect all aspects of market risk, we use several risk measures established by the ALCO to manage the market risk of our portfolio. The Financial Risk Management Division’s primary responsibility is to ensure and verify compliance by our operational areas and treasury division with our established risk tolerance levels and limits. The Financial Risk Management Division also identifies any exceptions to the limits defined by the ALCO. In addition, our Financial Risk Manager and Division Manager—International and Finance report weekly on all of our positions to the ALCO. The Division Manager—International and Finance reports as often as deemed necessary to our Board of Directors. The risk limits set by the ALCO are implemented by our treasury division and are controlled by the Financial Risk Management Division, which establishes guidelines and policies for risk management on a day-to-day basis.

VAR Methodology as a Tool to Control Market Risk

We are involved in a continuous process of improvement of our systems in order to adapt them to the latest methodological advances in market risk measurement and control. Market risk refers to potential losses arising from unfavorable market movements in interest rates or foreign exchange rates, as well as the correlation between these factors and their volatility. We are exposed to material market risks because of the positions we maintain with respect to our assets and liabilities portfolio, our investment securities portfolio and our trading portfolio. Gains and losses of securities held in our investment portfolio result in adjustments to our Net Capital Base.

We have recently installed institutional tools that enable us to use value at risk methodology, which is referred to as “VAR.” VAR enables us to perform an important analysis of managing market risk, which is the estimation of potential losses that could arise from reasonably likely adverse changes in market conditions. VAR methodology involves making an estimate with a given confidence interval of the maximum potential loss in the fair or market value of a certain instrument or portfolio likely to occur over a specified time period, or “time horizon,” if that portfolio were held unchanged for that time period. This methodology is based on statistical methods that take into account numerous variables that may cause a change in the value of our portfolios, including interest rates, currency exchange rates, securities prices and volatility and any correlations among the foregoing.

Our VAR estimates provide us with a consistent and uniform measure of market risk in our trading portfolio. VAR uses historical movements in the relevant variables to estimate reasonably likely potential losses in trading activities and securities positions, assuming normal market conditions and market liquidity. The historical observation involves constructing a distribution of hypothetical daily changes in portfolio value. These

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hypothetical changes are based on daily observed percentage changes in key market indices or other market factors to which the portfolio may be sensitive. Our VAR analysis is updated regularly by recalculating the historic volatilities and correlations that serve as the basis for this analysis. In the case of our VAR analysis, the period for estimating risk factors is approximately one year and we assume a one-day holding period and adverse market movements of 1.65 standard deviations as the standard for risk measurement and comparison. This range approximates a 95% one-tailed confidence interval. For a given portfolio, this implies that changes in market value are statistically likely to deviate adversely from VAR estimates approximately 5% of the time or five days out of 100 days. The volatility and correlation used in the calculation process are obtained by the technique known as “exponential smooth,” which confers a higher relative weight to the last historical data considered within the one-year series.

Non-Statistical Tools for Controlling Market Risk

In addition to VAR methodology, we seek to control market risk in our portfolio through certain non-statistical tools, which are approved by the ALCO. The ALCO sets certain limits based on guidance from our Board of Directors as to our business strategy, market volatility, liquidity of our assets and overall risk tolerance. Generally, the ALCO updates our market risk limits three times per year. However, in periods of high currency or interest rate volatility, the ALCO adjusts these limits more frequently.

Stop-Loss and Call-Loss Limits. We have implemented stop-loss limits with respect to a variety of types of investments in our trading portfolio. These limits define the amount of permissible losses within certain types of assets. If a stop-loss limit is reached for a particular position, the position must be liquidated. We also utilize call-loss limits. If a call-loss limit is reached, the responsible business area or the treasury division, as the case may be, is required to provide an explanation for exceeding the limit to the Financial Risk Management Division, which then consults with the ALCO to determine whether the position giving rise to the call-loss limit excess should be eliminated or a provisional limit increase should be granted.

Volume Limits. We implement volume limits for a variety of different types of financial investments to encourage diversity in our trading portfolio. The ALCO has established a series of position limits for each of our investment categories, including Central Bank paper, bonds with government guarantees, mortgage bonds, corporate bonds, bonds issued by financial institutions, and Chilean sovereign bonds. We also utilize volume limits relating to investments in instruments issued by Chilean and foreign entities.

Stress Testing/Scenario Analysis. Stress testing involves the creation of scenarios based on infrequent or catastrophic events in order to evaluate contingencies, and is of particular importance during periods of highly volatile or illiquid markets. This type of analysis is used to create hypothetical or expected market shifts. Based on these hypothetical scenarios, we perform sensitivity analysis to show the effect on our portfolio positions caused by predetermined changes in market variables (for example, a 1% increase or decrease in interest rates). We generally perform this type of analysis on a weekly basis.

Duration Analysis. We perform duration analysis by monitoring the changes in the present value of the assets in our portfolio associated with changes in the reference yield of 100 basis points, or 1%. Generally, we perform duration analysis on a weekly basis.

Foreign Exchange Trading and Forward Exchange Contracts. The ALCO has determined that our net foreign currency mismatches cannot exceed U.S.$40 million. This percentage is lower than the net foreign currency mismatches limit established by the Central Bank, which is 20.0% of our capital (equivalent to U.S.$100 million). We use foreign exchange trading and forward contracts to manage our currency mismatch position. The ALCO has established position limits relating to forward exchange contracts in order to ensure distribution of the forward exchange portfolio among multiple counterparties.

It is our policy to make foreign currency-denominated loans only to customers whose activities generate foreign currency-denominated cash flow or that are indexed to a foreign currency, or if the market value of the customer’s assets is indexed to the rate of exchange.

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Interest Rate Sensitivity

A key component of our asset and liability policy is the management of interest rate sensitivity. Interest rate sensitivity is the relationship between market interest rates and net interest revenue due to the maturity or repricing characteristics of interest-earning assets and interest-bearing liabilities. For any given period, the pricing structure is matched when an equal amount of such assets and liabilities mature or reprice in that period. Any mismatch of interest-earning assets and interest-bearing liabilities is known as a gap position. A positive gap denotes asset sensitivity and means that an increase in interest rates would have a positive effect on net interest revenue while a decrease in interest rates would have a negative effect on net interest revenue.

Our interest rate sensitivity strategy takes into account not only the rates of return and the underlying degree of risk, but also liquidity requirements, including minimum regulatory cash reserves, mandatory liquidity ratios, withdrawal and maturity of deposits, capital costs and additional demand for funds. Our maturity mismatches and positions are monitored by our ALCO and are managed within established limits.

The following table sets forth the repricing of our interest-earning assets and interest-bearing liabilities as of December 31, 2003 and may not reflect interest rate gap positions at other times. In addition, variations in interest rate sensitivity may exist within the repricing periods presented due to the differing repricing dates within the period. Variations may also arise among the different currencies in which interest rate positions are held.

As the following table reflects, we have a negative gap in each category less than 90 days since approximately half of our deposits, our main source of funding, are short-term. Such a negative gap is commonplace in the Chilean financial industry. However, our exposure to potential changes in nominal peso interest rates is reduced by the fact that as of December 31, 2003, approximately 64.5% of our interest-bearing liabilities and 38.3% of our interest-earning assets had a repricing period of 90 days or less. The majority of assets and liabilities with a maturity of 90 days or less is denominated in pesos. UF-denominated time deposits reprice at least every 90 days. In the case of interest-earning assets and interest-bearing liabilities denominated in UF, our exposure to changes in interest rates is reduced by the fact that a significant portion of the interest rate earned or paid on such assets or liabilities is indexed to reflect the daily effect of inflation, and as a result our gap position is limited to variations in the real interest rate among such assets and liabilities. Further, a significant portion of our foreign currency-denominated loans were funded by foreign currency borrowings and time deposits with comparable maturity or repricing dates. However, we also fund our foreign currency liabilities through currency forward contracts. Moreover, mortgage loans which have 8 to 20-year terms were generally financed through mortgage finance bonds issued for the same terms and in the same currency.

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	As of December 31, 2003
	Up to 30 Days			31-60 days			61-90 days			91-180 days			181-365 days			1-3 years			Over 3 years			Total
	(in millions of constant Ch$ as of December 31, 2003, except for percentages)
Interest-earning assets:
Interbank deposits	Ch$	22,803		Ch$	—		Ch$	—		Ch$	—		Ch$	—		Ch$	—		Ch$	—		Ch$	22,803
Financial investments		250,282			937			1,006			7,620			9,617			40,514			150,328			460,304
Loans		398,754			86,233			132,186			162,914			143,605			334,357			305,516			1,563,565
Mortgage loans		2,330			1,838			1,847			5,586			11,336			47,533			235,110			305,580
Contingent loans		25,588			17,742			20,231			54,358			33,596			44,594			1,485			197,594
Past due loans		25,872			—			—			—			—			—			—			25,872
Total interest-earning assets		725,629			106,750			155,270			230,478			198,154			466,998			692,439			2,575,718
Interest-bearing liabilities:
Deposits		651,958			317,127			148,335			79,186			159,226			43,621			758			1,400,211
Central Bank borrowings		—			—			1			1			1			6			26			35
Repurchase agreements		58,408			9			—			3,299			—			—			—			61,716
Mortgage finance bonds		6,362			849			956			4,057			8,289			35,467			221,798			277,778
Other interest-bearing liabilities		62,978			29,605			30,338			26,594			86,854			7,249			42,518			286,136
Total interest-bearing liabilities	Ch$	779,706		Ch$	347,590		Ch$	179,630		Ch$	113,137		Ch$	254,370		Ch$	86,343		Ch$	265,100		Ch$	2,025,876
Asset/liability gap	Ch$	(54,077	)	Ch$	(240,840	)	Ch$	(24,360	)	Ch$	117,341		Ch$	(56,216	)	Ch$	380,655		Ch$	427,339		Ch$	549,842
Cumulative gap	Ch$	(54,077	)	Ch$	(294,917	)	Ch$	(319,277	)	Ch$	(201,936	)	Ch$	(258,152	)	Ch$	122,503		Ch$	549,842			—
Ratio of cumulative gap to cumulative total interest-earning assets		(7.5	)%		(35.4	)%		(32.3	)%		(16.6	)%		(18.2	)%		6.5	%		21.3	%		—

A sudden increase of 25 basis points in the weighted average interest rate applicable to our interest-bearing financial investments would cause a decrease in the market value of these financial investments of Ch$4,877 million as of December 31, 2003.

Exchange Rate Sensitivity

The regulations of the Central Bank do not permit the gap, whether positive or negative, between a bank’s assets and liabilities denominated in foreign currencies (including assets and liabilities denominated in U.S. dollars but payable in pesos, as well as those denominated in pesos and adjusted by the variation of the U.S. dollars exchange rate) to exceed 20% of the bank’s paid-in capital and reserves; provided that if its assets are higher than its liabilities, it may exceed 20% in an amount equal to its provisions and reserves in foreign currency (excluding those which correspond to profits to be remitted abroad). The negative gap for 2001 and 2002, and the positive gap for 2003 between our foreign currency denominated assets and foreign currency denominated liabilities, including forward contracts, was Ch$54 million for the year ended December 31, 2001, Ch$964 million for the year ended December 31, 2002, and Ch$143 million for the year ended December 31, 2003.

In recent years, our operating income has benefited from fluctuations in the exchange rate between the Chilean peso and the U.S. dollar in part due to our policy and Central Bank regulations relating to the control of material exchange rate mismatches. However, the rate of devaluation or appreciation of the peso against the U.S. dollar could be expected to have the following principal effects:

• If we maintain a net asset position in U.S. dollars and a devaluation of the peso against the dollar occurs, we would record a related gain, and if an appreciation of the peso occurs, we would record a related loss;

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• If we maintain a net liability position in U.S. dollars and a devaluation of the peso against the dollar occurs, we would record a related loss, and if an appreciation of the peso occurs, we would record a related gain;

• If the inflation rate for a period exceeded the devaluation of the peso against the U.S. dollar during the same period, we would record a related gain if it had a net asset position in UFs which exceeded a net liability position in U.S. dollars, and we would record a related loss if we had a net liability position in U.S. dollars which exceeded a net asset position in UFs. The same effect would occur if there were an appreciation of the peso against the U.S. dollar; and

• If the inflation rate for a period were lower than the rate of devaluation of the peso against the U.S. dollar during the same period, we would record a related gain if we maintained a net asset position in U.S. dollars and a net liability position in UFs and would record a related loss if we had a net liability position in U.S. dollars and a net asset position in UFs. The same effect would occur if there were an appreciation of the peso against the U.S. dollar.

A sudden increase in the value of the Chilean peso against the U.S. dollar of 200 basis points would cause an increase in the market value of our financial investments of Ch$912 million as of December 30, 2003.

Derivatives

We engage in derivative transactions primarily on behalf of our corporate customers. These transactions arise from forward exchange contracts which are of two types: (i) transactions covering two foreign currencies and (ii) transactions covering Chilean pesos against the U.S. dollar. Foreign exchange contracts involve an agreement to exchange the currency of one country for the currency of another country at an agreed-upon price and on an agreed-upon settlement date. These contracts are generally standardized contracts, normally for periods between 30 and 90 days and are not traded in a secondary market; provided, however, that in the normal course of business and with the agreement of the original counterparty, they may be terminated or assigned to another counterparty. When we enter into a forward exchange contract, we analyze and approve the creditor’s risk (the risk that the counterparty might default on its obligation). Subsequently, on an ongoing basis, we monitor the possible losses involved in each contract. To manage the level of credit risk, we deal with counterparties of good credit standing, enter into master netting agreements whenever possible and when appropriate, obtain collateral.

We enter into foreign exchange forward contracts and interest rate swap contracts as part of our asset and liability management. The Central Bank requires that foreign exchange forward contracts be made only in U.S. dollars and other major foreign currencies. Substantially all forward contracts entered into by us are made in U.S. dollars against the Chilean peso or the UF. In September 1997, the Central Bank changed its regulations with respect to foreign currency forward contracts. We may now enter into foreign currency forward contracts with companies organized and located outside of Chile, including foreign subsidiaries of Chilean companies.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

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D. AMERICAN DEPOSITARY SHARES

The Bank of New York has agreed to act as the depositary bank for the ADSs representing shares of our common stock. The Bank of New York’s Corporate Trust Office is located at 101 Barclay Street, New York, New York 10286. American Depositary Shares are frequently referred to as “ADSs” and represent ownership interests in securities that are on deposit with the depositary bank. ADSs are normally represented by certificates that are commonly known as “American Depositary Receipts” or “ADRs.” The depositary bank typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Banco Santander Chile, located at Bandera 140, Santiago, Chile.

In connection with our November 2003 ADS offering described elsewhere in this registration statement, we entered into two deposit agreements with The Bank of New York. One of these agreements provided for the deposit of shares of our common stock creating ADSs that were sold pursuant to Rule 144A under the Securities Act (the “Rule 144A deposit agreement”), and the other agreement provided for the deposit of shares of our common stock creating ADSs that were sold pursuant to Regulation S under the Securities Act (the “Regulation S deposit agreement”). In connection with this registration statement, we will amend and restate the Regulation S deposit agreement and we will terminate the Rule 144A deposit agreement. The amended and restated Regulation S deposit agreement will be filed with the SEC as an exhibit to a registration statement on Form F-6, which will register ADSs that will be offered and sold publicly after that Form F-6 registration statement becomes effective. Once the Form F-6 is filed, you may obtain a copy of the deposit agreement from the SEC’s Public Reference Room located at Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549.

The following is a summary of certain provisions of the deposit agreement among us, The Bank of New York, as depositary, and all registered holders and beneficial owners of ADSs, under which the ADSs will be issued. Terms used in this description and not otherwise defined shall have the meanings set forth in the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Copies of the deposit agreement are available for inspection at the Corporate Trust Office of the depositary.

American Depositary Receipts

Each ADR will evidence a specified number of ADSs, with each ADS representing the right to receive 5,000 shares of common stock, deposited with the custodian under the deposit agreement and registered in the name of the depositary or its nominee (such shares, together with any additional shares at any time deposited or deemed deposited under the deposit agreement and any other securities, cash or other property received by the applicable depositary or custodian in respect of such shares, we refer to as the deposited securities). The Bank of New York, as depositary, will execute and deliver the ADRs. ADRs are American Depositary Receipts. Only persons in whose names ADSs are registered on the books of the depositary as owners of the ADSs will be treated by the depositary and us as holders. You may hold ADSs either directly (by having an ADR registered in your name) or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Chilean law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights. The deposit agreement sets out ADR holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADRs.

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Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

• Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, the depositary will deduct any withholding taxes that must be paid. See Item 10. Additional Information—Taxation—Cash Dividends and other Distributions. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent.If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

• Shares. The depositary may, and will if we request, distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will try to sell shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADRs, the outstanding ADSs will also represent the new shares.

• Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may make these rights available to you. If the depositary decides it is not legal and practical to make the rights available but that it is practical to sell the rights, the depositary may sell the rights and distribute the proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse.In that case, you will receive no value for them.

If the depositary makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The depositary will then deposit the shares and deliver ADSs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights require you to pay.

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADRs described in this section except for changes needed to put the necessary restrictions in place.

• Other Distributions. The depositary will send to you anything else we distribute on deposited securities by any means it thinks, after consulting with us, is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice, after consulting with us. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to you unless it receives satisfactory evidence from us that it is legal to make that distribution.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADRs, shares, rights or anything else to ADR holders.This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

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Deposit and Withdrawal

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its office to the persons you request.

How Do ADS Holders Cancel an ADR and Obtain Shares?

You may surrender your ADRs at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADR to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible.

Voting Rights

How do you vote?

If we ask for your instructions, the depositary will notify you of the upcoming vote and arrange to deliver our voting materials to you. The materials will (1) describe the matters to be voted on and (2) explain how you may instruct the depositary to vote the shares or other deposited securities underlying your ADSs as you direct. The depositary will try, as far as practical, subject to Chilean law and the provisions of the our by-laws, to vote or to have its agents vote the number of shares or other deposited securities underlying your ADSs as you instruct. For instructions to be valid, the depositary must receive them on or before the date set by the depositary.Although you are entitled to instruct the depositary how to vote shares or other deposited securities as described above, you will not have a right to vote shares or other deposited securities directly or attend our shareholders’ meetings unless you surrender your ADRs and withdraw the underlying shares. However, you may not know about a meeting sufficiently in advance of the meeting date in order to become a direct shareholder in time to vote your shares under the provisions of our by-laws.

If we asked the depositary to solicit your instructions and the depositary does not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give a discretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary will give a discretionary proxy in those circumstances to vote on all questions at to be voted upon unless we notify the depositary that:

• we do not wish to receive a discretionary proxy;

• we think there is substantial shareholder opposition to the particular question; or

• we think the particular question would have an adverse impact on our shareholders.

The depositary will only vote or attempt to vote as you instruct or as described in the preceding sentence.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions, provided their actions or non-action are in good faith. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.

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Fees and Expenses

Persons depositing shares or ADR holders must pay:	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$.02 (or less) per ADS	Any cash distribution to you
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR holders
Registration or transfer fees	Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Expenses of the depositary in converting foreign currency to U.S. dollars	—
Expenses of the depositary	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Taxes and other governmental charges the depositary or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes	As applicable
Any charges incurred by the depositary or its agents for servicing the deposited securities	As applicable

Payment of Taxes

The depositary may deduct the amount of any taxes owed from any payments to you. It may also sell deposited securities, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
•      Change the nominal or par value of our shares	The cash, shares or other securities received by the depositary will become deposited securities. Each ADS will automatically represent its equal share of the new deposited securities. The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
•      Reclassify, split up or consolidate any of the deposited securities
•      Distribute securities on the shares that are not distributed to you
•      Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action

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If we redeem any of our shares that are represented by ADSs, the Depositary will call a corresponding number of ADSs for redemption. The Depositary may choose which ADSs are to be redeemed.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADR holders, it will not become effective for outstanding ADRs until 30 days after the depositary notifies ADR holders of the amendment.At the time an amendment becomes effective, you are considered, by continuing to hold your ADR, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement if we ask it to do so. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign and we have not appointed a new depositary bank within 60 days. In either case, the depositary must notify you at least 30 days before termination.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: (1) advise you that the deposit agreement is terminated, (2) collect distributions on the deposited securities (3) sell rights and other property, and (4) deliver shares and other deposited securities upon cancellation of ADRs. One year or more after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for thepro rata benefit of the ADR holders that have not surrendered their ADRs. It will not invest the money and has no liability for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADRs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

• are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

• are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;

• are not liable if either of us exercises discretion permitted under the deposit agreement;

• have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or on behalf of any other person;

• may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.

In the deposit agreement, we agree to indemnify the depositary for acting as depositary, except for losses caused by the depositary’s own negligence or bad faith, and the depositary agrees to indemnify us for losses resulting from its negligence or bad faith.

143

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of an ADR, make a distribution on an ADR, or permit withdrawal of shares or other property, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities;

• satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

• compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

The depositary may refuse to deliver ADRs or register transfers of ADRs generally when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADRs

You have the right to cancel your ADRs and withdraw the underlying shares at any time except:

• When temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares.

• When you or other ADR holders seeking to withdraw shares owe money to pay fees, taxes and similar charges.

• When it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADRs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-Release of ADRs

The deposit agreement permits the depositary to deliver ADRs before deposit of the underlying shares. This is called a pre-release of the ADR. The depositary may also deliver shares upon surrender of pre-released ADRs (even if the ADRs are surrendered before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADRs instead of shares to close out a pre-release. The depositary may pre-release ADRs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the shares or ADRs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time, if it thinks it is appropriate to do so.

Disclosure of Interests

To the extent that provisions of or governing any deposited securities or the rules and regulations of any governmental authority may require the disclosure of beneficial or other ownership of deposited securities and other securities and may provide for blocking transfer and voting or other rights to enforce such disclosure or limit such ownership, the depositary will use its reasonable efforts to comply with our written instructions relating to enforcement of those disclosure requirements or limitations on ownership. You must comply with all such disclosure requirements and ownership limitations and shall cooperate with the depositary’s compliance with our instructions.

144

Pursuant to Circular Letters of the Chilean Superintendency of Securities and Insurance, owners of ADRs are deemed, for certain purposes of Chilean law, to be treated as owners of shares. Accordingly, owners of ADRs shall, as a matter of Chilean law, be obligated and by holding ADSs shall be deemed to agree to comply with the obligations that shareholders have in Chile including, without limitation, the requirements of Articles 12 and 54 and Title XV of Law 18,045 of Chile and the regulations issued by the SVS in connection therewith.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES.

Not applicable.

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

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable.

ITEM 16B. CODE OF ETHICS

Not applicable.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.

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

Not applicable.

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

Not applicable.

145

PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

See the following items at pages F-1 to F-60.

(a) Report of Independent Registered Public Accounting Firm

(b) Consolidated Balance Sheets as of December 31, 2003 and 2002

(c) Consolidated Statements of Income for each of the three years ended December 31, 2003

(d) Consolidated Statements of Cash Flows for each of the three years ended December 31, 2003

(e) Consolidated Statements of Changes in Shareholders’ Equity as of December 31, 2003, 2002 and 2001

(f) Notes to the Consolidated Financial Statements

ITEM 19. EXHIBITS

The following exhibits are filed as part of this registration statement:

Exhibit 1.1	Articles of Incorporation and Bylaws (estatutos sociales) of Corpbanca, including amendment thereto (English language translation).
Exhibit 2.A.1	Form of Amended and Restated Deposit Agreement among Corpbanca, The Bank of New York, as depositary, and the registered holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including a form of American Depositary Receipt.*
Exhibit 2.A.2	Form of Corpbanca Share Certificate (English language translation).
Exhibit 4.A.1	Systems Operations Services Agreement, dated as of March 30, 2001, between IBM de Chile S.A.C. and Corpbanca (English language translation).
Exhibit 4.A.2	Service Contract, dated as of July 6, 2001, between Corpgroup Interhold S.A. and Corpbanca (English language translation).
Exhibit 4.A.3	Software Consulting and Development Agreement, “IBS” Integrated Banking System, dated as of October 4, 2001, between Datapro, Inc. and Corpbanca (English language translation).
Exhibit 4.A.4	Agreement to Participate in the Automated Teller Machine Network Operated by Redbanc S.A., dated as of April 1, 2001, among Redbanc S.A. and Corpbanca (English language translation).
Exhibit 4.B.1	Stockholders’ Agreement, dated as of May 11, 2004, among Manufacturas Interamericana S.A. and Corp Group Banking S.A. (English language translation).
Exhibit 15.A.1	Consent of Deloitte & Touche Sociedad de Auditores y Consultadores Ltda., a member firm of Deloitte Touche Tohmatsu.

* Incorporated by reference to our registration statement on Form F-6 filed on September 24, 2004.

146

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF CORPBANCA

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 24, 2004

CORPBANCA
By:	/s/     CHRISTIAN SAMSING STAMBUK
Name:	Christian Samsing Stambuk
Title:	Chief Executive Officer

147

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements of Corpbanca and Subsidiaries

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2003 and 2002	F-3
Consolidated Statements of Income for each of the three years ended December 31, 2003	F-5
Consolidated Statements of Cash Flows for each of the three years ended December 31, 2003	F-6
Consolidated Statements of Changes in Shareholders’ Equity as of December 31, 2003, 2002 and 2001	F-8
Notes to the Consolidated Financial Statements	F-9

F-1

Deloitte & Touche

Sociedad de Auditores y Consultores Ltda.

RUT: 80.276.200-3

Av. Providencia 1760

Pisos 6, 7, 8 y 9

Providencia, Santiago

Chile

Fono: (56-2) 270 3000

Fax: (56-2) 374 9177

e-mail: deloittechile@deloitte.com

www.deloitte.cl

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

  CORPBANCA

We have audited the accompanying consolidated balance sheets of CORPBANCA and its Subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, cash flows and changes in shareholders’ equity for each of the three years in the period ended December 31, 2003, all expressed in Constant Chilean Pesos. These consolidated financial statements (including the related Notes) are the responsibility of the management of CORPBANCA. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CORPBANCA and its Subsidiaries at December 31, 2003 and 2002 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in Chile and the rules of theSuperintendencia de Bancos e Instituciones Financieras.

Certain reclassifications have been made to the consolidated financial statements previously filed with theSuperintendencia de Bancos e Instituciones Financieras solely for the convenience of readers outside Chile.

Accounting principles generally accepted in Chile vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Notes 26 and 27 to the consolidated financial statements.

Our audits also comprehended the translation of Chilean Pesos amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 1s. Such U.S. dollar amounts are presented solely for the convenience of readers in the United States of America.

Santiago, Chile January 14, 2004

(except for Notes 26 and 27 for which the date is July 15, 2004)

F-2

CORPBANCA

CONSOLIDATED BALANCE SHEETS

Adjusted for general price-level changes and expressed in millions of constant

Chilean pesos (MCh$) as of December 31, 2003 and thousands of US dollars (ThUS$)

	At December 31,
	2002		2003		2003
	MCh$		MCh$		ThUS$ (Note 1s)
ASSETS
Cash and due from banks
Non-interest bearing	126,118		92,473		154,271
Interbank deposits-interest bearing	15,979		22,803		38,042
Total cash and due from banks	142,097		115,276		192,313
Investments (Note 4)
Government securities	32,208		76,287		127,268
Investments under agreements to resell	15,692		17,916		29,889
Other financial investments	186,501		305,545		509,735
Investment under agreements to repurchase	42,705		60,554		101,021
Other non-financial investments	2		2		3
Total investments	277,108		460,304		767,916
Loans net (Note 5)
Commercial loans	751,976		970,240		1,618,631
Consumer loans	183,068		218,127		363,897
Mortgage loans	223,084		305,580		509,793
Foreign trade loans	171,564		139,488		232,705
Interbank loans	22,602		4,000		6,673
Lease contracts	130,929		153,952		256,835
Factored receivables	35,896		37,241		62,128
Other outstanding loans	36,132		40,516		67,592
Past due loans	28,569		25,873		43,163
Contingent loans	143,251		197,594		329,642
Allowance for loan losses (Note 7)	(38,301	)	(44,203	)	(73,743	)
Total loans, net	1,688,770		2,048,408		3,417,316
Other assets
Bank premises and equipment, net	31,439		31,626		52,761
Assets received in lieu of payment	11,115		6,085		10,152
Assets to be leased	22,222		23,151		38,622
Investments in other companies (Note 9)	1,386		1,398		2,332
Other (Note 10)	74,839		100,412		167,515
Total other assets	141,001		162,672		271,382
TOTAL ASSETS	2,248,976		2,786,660		4,648,927

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

F-3

CORPBANCA

CONSOLIDATED BALANCE SHEETS

Adjusted for general price-level changes and expressed in millions of constant

Chilean pesos (MCh$) as of December 31, 2003 and thousands of US dollars (ThUS$)

	At December 31,
	2002		2003		2003
	MCh$		MCh$		ThUS$ (Note 1s)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Non-interest bearing
Current accounts	119,861		120,456		200,954
Banker’s drafts and other deposits	104,673		97,512		162,677
Total non-interest bearing	224,534		217,968		363,631
Interest bearing
Saving accounts and time deposits (Note 11)	1,113,497		1,400,211		2,335,943
Total deposits	1,338,031		1,618,179		2,699,574
Other interest bearing liabilities (Note 11)
Chilean Central Bank borrowings
Credit lines for renegotiations of loans	37		35		58
Other Central Bank borrowings	487		—		—
Total Central Bank borrowings	524		35		58
Investments under agreements to repurchase	50,124		61,716		102,960
Mortgage finance bonds	194,696		277,778		463,411
Other borrowing
Subordinated bonds	62,233		47,319		78,941
Borrowings from domestic financial institutions	15,383		69,450		115,862
Foreign borrowings	99,994		158,954		265,180
Other obligations	11,337		10,413		17,372
Total other borrowings	188,947		286,136		477,355
Total other interest bearing liabilities	434,291		625,665		1,043,784
Other liabilities
Contingent liabilities (Note 10)	144,299		197,711		329,837
Other (Note 10)	25,496		6,085		10,151
Total other liabilities	169,795		203,796		339,988
Contingencies and commitments (Note 22)	—		—		—
Total liabilities	1,942,117		2,447,640		4,083,346
Shareholders’ equity (Note 14)
Capital and reserves	271,693		289,594		483,124
Other reserves	(743	)	(698	)	(1,164	)
Net income for the year	35,909		50,124		83,621
Total shareholders’ equity	306,859		339,020		565,581
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	2,248,976		2,786,660		4,648,927

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

F-4

CORPBANCA

CONSOLIDATED STATEMENTS OF INCOME

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 and thousands of US dollars (ThUS$)

	Year ended December 31,
	2001		2002		2003		2003
	MCh$		MCh$		MCh$		ThUS$ (Note 1s)
Interest revenue and expense
Interest revenue	193,275		182,040		155,417		259,279
Interest expense	(98,585	)	(82,201	)	(59,816	)	(99,790	)
Net interest revenue	94,690		99,839		95,601		159,489
Provision for loan losses (Note 7)	(29,148	)	(30,576	)	(31,816	)	(53,078	)
Fees and income from services (Note 16)
Fees and other services income	19,097		22,414		25,175		41,999
Fees and other services expenses	(1,980	)	(2,534	)	(3,189	)	(5,320	)
Total fees income and expenses from services, net	17,117		19,880		21,986		36,679
Other operating income
Gains from trading activities	7,907		18,022		21,438		35,765
Losses from trading activities	(2,225	)	(3,734	)	(10,206	)	(17,026	)
Foreign exchange transactions, net	(1,180	)	(1,837	)	9,525		15,890
Other operating income	2,945		2,151		2,889		4,820
Other operating expenses	(528	)	(4,067	)	(4,964	)	(8,281	)
Total other operating income, net	6,919		10,535		18,682		31,168
Other income and expenses
Recovery of loans previously charge off	7,747		7,410		6,275		10,468
Non-operating income (Note 17)	764		2,195		2,316		3,864
Non-operating expenses (Note 17)	(7,532	)	(20,791	)	(4,160	)	(6,940	)
Income attributable to investments in other companies (Note 9)	(77	)	158		210		350
Total other income and (expenses), net	902		(11,028	)	4,641		7,742
Operating expenses
Personnel salaries and expenses	(29,481	)	(29,619	)	(30,634	)	(51,106	)
Administrative and other expenses	(22,210	)	(18,121	)	(18,799	)	(31,362	)
Depreciation and amortization	(8,154	)	(5,584	)	(5,224	)	(8,715	)
Total operating expenses	(59,845	)	(53,324	)	(54,657	)	(91,183	)
Net loss from price-level restatement	(1,723	)	(2,041	)	(2,238	)	(3,734	)
Income before income taxes	28,912		33,285		52,199		87,083
Income taxes (Note 21)	485		1,506		(2,075	)	(3,462	)
Reversal of voluntary reserves	156		1,118		—		—
Net income for the year	29,553		35,909		50,124		83,621

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

F-5

CORPBANCA

CONSOLIDATED STATEMENTS OF CASH FLOWS

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 and thousands of US dollars (ThUS$)

	Year ended December 31,
	2001		2002		2003		2003
	MCh$		MCh$		MCh$		ThUS$ (Note 1s)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	29,553		35,909		50,124		83,621
Charge (credit) to income not representing cash flow:
Depreciation and amortization	8,154		5,584		5,224		8,715
Provisions and charge-offs of assets at risk	29,148		30,576		31,816		53,078
Reversal of voluntary reserves	(156	)	(1,118	)	—		—
Adjustment to market value financial investments of trading portfolio	(336	)	(1,337	)	696		1,161
Tax effect (reversal)	(485	)	(1,506	)	2,075		3,462
Amortization of goodwill on investments in companies	3,727		17,290		1,176		1,962
Charge-off of other assets	2,301		1,814		1,799		3,001
(Gain) loss from investments in companies	77		(158	)	(210	)	(350	)
Gain on sale of assets received in payment	(114	)	(874	)	(2,024	)	(3,377	)
(Gain) loss on sale of fixed assets	15		(604	)	71		118
Net loss from price-level restatement	1,723		2,041		2,238		3,734
Other charges (credits) that do not require (generate) cash	2,179		2,046		(12,104	)	(20,193	)
Net change-interest, indexation adjustment and commissions accrued on assets and liabilities	8,087		4,388		(4,152	)	(6,927	)
Net cash provided by operating activities	83,873		94,051		76,729		128,005
CASH FLOW FROM INVESTING ACTIVITIES:
(Increase) in loans (net)	(253,081	)	(270,133	)	(383,659	)	(640,050	)
(Increase) decrease in other credit operations (net)	(16,568	)	(4,987	)	16,062		26,796
(Increase) in investments (net)	(9,225	)	(6,087	)	(186,875	)	(311,760	)
Purchase of fixed assets	(1,926	)	(2,712	)	(4,611	)	(7,692	)
Proceeds from sale of fixed assets	382		1,276		343		572
Investments in companies	(494	)	—		—		—
Dividends received from investment in companies	20		49		175		292
Sale of fixed assets received in lieu of payment or in foreclosure	1,273		3,831		6,718		11,207
Increase in other assets and liabilities (net)	(1,645	)	(5,133	)	(48,716	)	(81,272	)
Net cash used in investing activities	(281,264	)	(283,896	)	(600,563	)	(1,001,907	)

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

F-6

CORPBANCA

CONSOLIDATED STATEMENTS OF CASH FLOWS

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 and thousands of US dollars (ThUS$)

	Year ended December 31,
	2001		2002		2003		2003
	MCh$		MCh$		MCh$		ThUS$ (Note 1s)
CASH FLOW FROM FINANCING ACTIVITIES:
Increase in current accounts (net)	11,378		4,426		1,791		2,988
Increase in deposits and borrowings (net)	138,406		99,917		306,924		512,035
Increase (decrease) in other sight or term obligations (net)	(11,778	)	46,220		(5,470	)	(9,125	)
Increase (decrease) of other liabilities from brokerage of instruments	(15,415	)	(1,702	)	12,147		20,265
Increase (decrease) of short-term foreign loans (net)	27,647		(28,817	)	36,650		61,142
Issue of mortgage notes	63,214		182,299		408,833		682,047
Redemption of mortgage notes	(24,274	)	(180,204	)	(318,699	)	(531,679	)
(Increase) decrease in other short-term liabilities	16,608		(50,991	)	54,106		90,264
Loans obtained from Banco Central de Chile (long-term)	68		—		—		—
Repayment of Banco Central de Chile borrowings (long-term)	(580	)	(410	)	(492	)	(821	)
Issue of bonds	2,193		—		—		—
Redemption of bonds	—		—		(15,117	)	(25,219	)
Loans obtained abroad (long-term)	4,847		68,076		82,230		137,183
Repayment of foreign borrowings (long-term)	(1,269	)	(5,189	)	(47,549	)	(79,325	)
Other borrowings (long-term)	5,556		6,537		5,584		9,316
Repayment of other borrowings (long-term)	(9,434	)	(13,761	)	(5,786	)	(9,653	)
Capital paid-in	52		109,991		—		—
Dividends paid	—		(14,852	)	(18,008	)	(30,042	)
Net cash provided by financing activities	207,219		221,540		497,144		829,376
NET CASH FLOW	9,828		31,695		(26,690	)	(44,526	)
INFLATION EFFECT ON CASH AND CASH EQUIVALENTS	(2,080	)	985		(131	)	(218	)
NET INCREASE IN CASH AND CASH EQUIVALENTS	7,748		32,680		(26,821	)	(44,744	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	101,669		109,417		142,097		237,057
CASH AND CASH EQUIVALENTS AT END OF YEAR	109,417		142,097		115,276		192,313
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	90,517		86,546		88,177		147
Taxes	426		521		604		1

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

F-7

CORPBANCA

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Expressed in millions of constant Chilean pesos (MCh$) as of December 31, 2003

(except for number of shares)

	Number of shares	Paid-in capital	Reserves		Other Reserves		Income for the year		Total
	Millions	MCh$	MCh$		MCh$		MCh$		MCh$
Balances, January 1, 2001 (historical)	170,382.8	120,864	1,441		174		14,669		137,148
Net income from prior year	—	—	14,669		—		(14,669	)	—
Subscription and payment of shares	66.5	49	1		—		—		50
Price—level restatement	—	3,748	499		—		—		4,247
Fluctuation in value of financial investments	—	—	—		(56	)	—		(56	)
Net income for the year	—	—	—		—		28,444		28,444
Balances, for December 31, 2001	170,449.3	124,661	16,610		118		28,444		169,833
Balance at December 31, 2001 restated in constant Chilean pesos of December 31, 2003		129,523	17,257		123		29,553		176,456
Balances, January 1, 2002 (historical)	170,449.3	124,661	16,610		118		28,444		169,833
Net income from prior year	—	—	28,444		—		(28,444	)	—
Dividends paid	—	—	(14,222	)	—		—		(14,222	)
Capitalization of reserves	—	30,831	(30,831	)	—		—		—
Subscription and payment of shares	56,460.0	107,274	1,733		—		—		109,007
Price—level restatement	—	4,562	(59	)	—		—		4,503
Fluctuation in value of financial investments	—	—	—		(854	)	—		(854	)
Net income for the year	—	—	—		—		35,553		35,553
Balances, for December 31, 2002	226,909.3	267,328	1,675		(736	)	35,553		303,820
Balance at December 31, 2002 restated in Constant Chilean pesos of December 31, 2003		270,002	1,691		(743	)	35,909		306,859
Balances, January 1, 2003 (historical)	226,909.3	267,328	1,675		(736	)	35,553		303,820
Net income from prior year	—	—	35,553		—		(35,553	)	—
Dividends paid	—	—	(17,777	)	—		—		(17,777	)
Price—level restatement	—	2,674	141		—		—		2,815
Fluctuation in value of financial investments	—	—	—		38		—		38
Net income for the year	—	—	—		—		50,124		50,124
Balances, for December 31, 2003	226,909.3	270,002	19,592		(698	)	50,124		339,020

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

F-8

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of presentation

CORPBANCA is a corporation organized under the laws of the Republic of Chile whose stock is quoted on the Santiago Stock Exchange and the Chilean Electronic Exchange. It is regulated by the Chilean Superintendencia de Bancos e Instituciones Financieras (hereinafter the Chilean Superintendency of Banks). CORPBANCA and its subsidiaries (collectively referred to herein as the “Bank”) offer general commercial and consumer banking services and provide other services, including factoring, collection, leasing, securities and insurance brokerage, mutual and investment funds management and investment banking.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Chile and regulations of the Chilean Superintendency of Banks, collectively referred to as “Chilean GAAP.” The consolidated financial statements have been translated into English, certain reclassifications have been made and certain subtotals and clarifying account descriptions have been added.

The consolidated financial statements include CORPBANCA and its majority owned subsidiaries. All significant intercompany transactions and balances have been eliminated in the consolidation. The majority interests of CORPBANCA as of December 31, 2002 and 2003 were as follows:

	Ownership
	2002	2003
	%	%
Corp Corredores de Bolsa S.A.	100.00	100.00
Corp Administradora de Fondos Mutuos S.A.	100.00	100.00
Corp Asesorías Financieras S.A.	100.00	100.00
Corp Corredores de Seguros S.A.	100.00	100.00

b. Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles in Chile requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We have established allowances to cover probable loan losses in accordance with regulations issued by the Chilean Superintendency of Banks. These regulations required us to estimate the allowance for loan losses based on global and specific assessments. The global allowance was calculated by multiplying the amounts outstanding in our loan portfolio by the greater of our “risk index” or 0.75% (2.0% for factoring operations). The risk index is derived from our management’s classification of our loan portfolio according to certain criteria relating to performance of the loans or, in the case of commercial loans, management’s estimate of the likelihood of default. The individual allowances were equal to 100% of the unsecured past due portion of the loan if all past due amounts in the aggregate exceeded the global loan allowance. We are also required to maintain additional consumer loan loss provisions, and we are allowed to voluntarily maintain additional loan loss allowances in excess of the minimum amounts required as global and individual loan loss allowances.

As described above, the allowance for loan losses requires us to make estimates and, consequently, we regularly evaluate our allowance for loan losses by taking into consideration factors such as changes in the nature

F-9

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

and volume of our loan portfolio, trends in forecasted portfolio credit quality and economic conditions that may affect our borrowers’ ability to pay. Increases in our allowance for loan losses are reflected as provisions for loan losses in our income statement. Loans are charged off when management determines that the loan or a portion thereof is uncollectible. Charge-offs are recorded as a reduction of the allowance for loan losses.

In certain cases Chilean GAAP requires that assets or liabilities be recorded or disclosed at their fair values. The fair value is the amount at which an asset could be bought or sold or in the case of a liability could be incurred or settled in a current transaction between willing parties, other than in a forced or liquidation sale. Where available quoted market prices in active markets have been used as the basis for the measurement, however, where quoted market prices in active markets are not available the Bank has estimated such values based on the best information available.

c. Price-level restatement

The consolidated financial statements are prepared on the basis of general price-level accounting in order to reflect the effect of changes in the purchasing power of the Chilean peso during each year. At the end of each reporting period, the consolidated financial statements are restated in terms of the general purchasing power of the Chilean peso (“constant pesos”) using changes in the Chilean consumer price index (“CPI”) as follows:

• Non monetary assets, liabilities and shareholders’ equity accounts are restated in terms of year-end purchasing power.

• Consistent with general banking practices in Chile, no specific purchasing power adjustments of income statement amounts are made.

• Monetary items are not restated as such items are, by their nature, stated in terms of current purchasing power in the financial statements.

• The price-level restatement credit or charge in the income statement represents the monetary gain or loss in purchasing power from holding monetary assets and liabilities exposed to the effects of inflation.

• All the amounts contained in the accompanying consolidated financial statements have been restated in constant Chilean pesos as of December 31, 2003. This updating does not change the prior years’ statements or information in any way except to update the amounts to constant pesos of similar purchasing power.

The general price-level restatements are calculated using the official CPI of the Chilean National Institute of Statistics and are based on the “prior month rule”, in which the inflation adjustments at any balance sheet date are based on the consumer price index at the close of the preceding month. The CPI is considered by the business community, the accounting profession and the Chilean government to be the index which most closely complies with the technical requirement to reflect the variation in the general level of prices in the country and, consequently, is widely used for financial reporting purposes in Chile. The values of the CPI used for price-level restatement purposes are as follows:

Year	Index *	Change in index
		%
2001	110.10	3.1
2002	113.36	3.0
2003	114.44	1.0

* Index as of November 30 of each year, under the prior month rule described above.

F-10

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The price-level adjusted consolidated financial statements do not purport to represent appraised values, replacement cost, or any other current value of assets at which transactions would take place currently and are only intended to restate all non monetary financial statement components in terms of local currency of a single purchasing power and to include in the net result for each year the gain or loss in purchasing power arising from the holding of monetary assets and liabilities exposed to the effects of inflation.

For comparison purposes, the financial statements and their respective notes are adjusted by the percentage changes in the CPI to December 31, 2003 as follows:

Year	Adjustment Factor
2001	3.9	(1)
2002	1.0

(1) Equivalent to the amounts for 2001, multiplied by the change in the CPI for 2002 and then by the change in the CPI for 2003.

d. Index-linked assets and liabilities

Certain of the Bank’s interest-earning assets and interest-bearing liabilities are expressed in index-linked units of account. The principal index-linked unit used in Chile is the Unidad de Fomento (UF), a unit of account which changes daily from the ninth day of the current month to the tenth day of the next month, to reflect the changes in the Chilean CPI over the previous month. The carrying amounts of such assets and liabilities change with the changes in the UF and serve to offset the price-level restatement gains or losses from holding such assets and liabilities. As the Bank’s UF assets exceed its UF liabilities, any increase in the index results in a net gain on indexation. Values for the UF as of December 31 of each year are as follows in historical Chilean pesos:

Year	Ch$
2001	16,262.66
2002	16,744.12
2003	16,920.00

e. Interest revenue and expense recognition

Interest revenue and expense are recognized on the accrual basis using the effective interest method. The carrying amounts of loans, investments and liabilities include accrued interest and the indexation adjustment applicable to balances that are denominated in UFs or other indices. The effect of changes in the UF index on interest-earning assets and interest-bearing liabilities is reflected in the income statement as an increase or decrease in interest revenue or expense.

The Bank suspends the accrual of interest and indexation adjustment of principal on loan installment payments due beginning on the first day that such loan installment payments are overdue. The Bank continues to accrue interest and indexation on the principal payments not yet overdue for those loans that have installments overdue unless the Bank believes those amounts are uncollectible. Interest accrued prior to the loan becoming overdue remains on the Bank’s books and is considered to be a part of the loan balance when determining the allowance for loan losses. Payments received on overdue loans are first applied to reduce the recorded balance of accrued interest receivable, if any, and thereafter are recognized as income to the extent of interest earned but not recorded. Accrued interest and indexation adjustments are included in the Bank’s recorded investment in the loan for the purpose of determining the required allowance for loan losses.

F-11

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

f. Foreign currency and derivative activities

The Bank enters into derivative instrument contracts on its own behalf and on behalf of its customers, mainly corporate clients of the import sector. These transactions generally consist of forward foreign exchange contracts which are of two types: (i) transactions covering two non-Chilean currencies and (ii) transactions covering Chilean pesos against the U.S. dollar.

Forward contracts covering non-Chilean foreign currencies and U.S. dollars are reported at fair value with realized and unrealized gains and losses on these instruments recognized in other income. Forward contracts between the U.S. dollar and the Chilean peso are valued at the closing spot exchange rate of each balance sheet date with the initial discount or premium being amortized over the life of the contract in accordance with Chilean Superintendency of Banks.

In addition, the Bank makes loans and accepts deposits in amounts denominated in foreign currencies, principally the US dollar. Such assets and liabilities are translated at the applicable rate of exchange at the balance sheet date.

The amount of net gains and losses on foreign exchange includes the recognition of the effects that variations in the exchange rates have on assets and liabilities denominated in foreign currencies and the gains or losses on foreign exchange spot and forward transactions undertaken by the Bank.

g. Financial investments

Investments in financial instruments with a secondary market held by the Bank are presented at market value in accordance with specific instructions of the Superintendency of Banks. Such instructions call for the recognition of the adjustments to market value against income for the year, unless permanent investments are involved, in which case, under certain limitations, the aforementioned adjustments can be made directly against equity in “Fluctuations in value of financial investments”.

The adjustment resulted in a net charge to income for the year 2003 amounting to MCh$696 (net credit of MCh$1,338 in 2002 and net credit MCh$40 in 2001) which is included in operating income in “Gains or losses from trading securities”. For permanent investments, the adjustment resulted in a net credit of MCh$38 against equity (net charge in 2002 for MCh$854—historical amount).

The Bank enters into security repurchase agreements as a form of borrowing. In this regard, the Bank’s investments that are sold subject to a repurchase obligation and that serve as collateral for the borrowing are reclassified as “investment under agreements to repurchase” and are carried at market value. The liability for the repurchase of the investment is classified as “investments under agreements to repurchase” and is carried at cost plus accrued interest.

All other financial investments are carried at acquisition cost plus accrued interest and UF indexation adjustments, as applicable.

The Bank also enters into resale agreements as a form of investment. Under these agreements the Bank purchases securities, which are included as assets under the caption “investments under agreements to resell”.

h. Leasing contracts

The Bank leases certain property that meets the criteria for direct financing leases. At the time of entering into a direct financing lease transaction, the Bank records the gross finance receivable, unearned income and

F-12

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

estimated residual value of leased equipment. Unearned income represents the excess of the gross finance receivable plus the estimated residual value over the cost of the property acquired. Unearned income is recognized in such a manner as to produce a constant periodic rate of return on the net investment in the direct financing lease. The net investment in financing leases is included in the account “Lease Contracts” in the loan section of the consolidated balance sheet.

i. Factored receivables

Factoring receivable loans are valued at the amount disbursed to the borrower. The price difference between the amounts disbursed and the actual value of the receivables is earned and recorded as interest income over the financing period. The borrowers are responsible for the payments of the loans if the receivables are not collected.

j. Bank premises and equipment

Premises and equipment are stated at acquisition cost net of accumulated depreciation and have been restated for price-level changes. Depreciation is calculated on a straight-line method over the estimated useful lives of the underlying assets.

The costs of maintenance and repairs are charged to expense. The costs of significant refurbishment and improvements are capitalized and are then amortized over the period of the benefit on a straight-line basis.

k. Investments in other companies

Shares or rights in companies that are integral to the operations of the Bank, where the Bank holds a less than majority interest, are accounted for under the equity method. Other minority investments are carried at cost restated for price-level changes.

l. Goodwill from investments in related companies

Goodwill arising from investments in related companies and the premium paid for the acquisition of the Consumer Credit Division of Corfinsa, is amortized over a period of ten years.

In 2002, the Bank fully amortized remaining goodwill resulting from the acquisition of Financiera Condell S.A., in an additional amount of MCh$13,345.

The excess purchase price paid as a result of the recognition of the deterioration in quality of the portfolio of Financiera Condell S.A. is amortized over six years starting August 1, 1999, following instructions of the Superintendency of Banks.

m. Allowance for loan losses

The Bank has set up allowances to cover probable loan losses in accordance with the instructions issued by the Superintendency of Banks.

The allowance for loan losses is maintained at a level believed by management to be sufficient to absorb estimated probable credit losses inherent in the loan portfolio.

F-13

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

Global loan loss allowance

A global allowance is calculated by multiplying the Bank’s outstanding loans by the greater of its “risk index” and 0.75%. The Bank’s risk index is based upon a classification of a portion of its customers’ outstanding loans into five categories based upon risk of loss for commercial loans and overdue status for consumer and residential mortgage loans. The classifications for risk index purposes must include the largest commercial loans that represent at least 75% of the commercial loan portfolio and 100% of consumer and residential mortgage loans.

Once the customers’ outstanding loans have been classified, certain required percentage allowances applicable to the relevant categories are applied. The resulting weighted average allowance rate is the risk index utilized in the calculation of the global loan loss allowance.

Individual loan loss allowance

Once a loan is overdue for 90 days or more, a specific allowance is calculated for 100% of the uncollateralized portion of the loan. Individual loan loss allowances are required only to the extent that, in the aggregate, they exceed the global loan loss allowance.

Additional Provisions for Loan Losses

These allowances correspond to:

• special allowances related to consumer loans and mortgage loans, which consider variables other than the client’s payment behavior,

• special allowances related to non-classified commercial loans, which are calculated on an aggregated basis considering variables, such as the payment behavior of the client with us and within the financial system, and existing guarantees, and

• allowances for country risks for certain international transactions.

Voluntary reserves

In accordance with the General Banking Law, financial institutions may establish special provisions, called “Voluntary reserves”, which can be considered as part of the effective equity for purposes of complying with certain regulations of that Law. The amount provided at year-end and effects on the year’s income are shown in the consolidated balance sheet and the consolidated statement of income.

Charge-offs and recoveries

In accordance with the regulations of the Superintendency of Banks, the Bank charges off loans or portions thereof when collection efforts have been exercised and the Bank deems the loans or portions thereof to be uncollectible. Under the rules and regulations established by the Superintendency of Banks, charge-offs must be made within the following maximum prescribed limits:

• 24 months after a loan is past due (3 months for consumer loans) for loans without collateral;

• 36 months after a loan is past due for loans with collateral.

F-14

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The Bank will also charge-off commercial loans prior to the meeting of this criteria when the Bank no longer considers such loans or portions thereof to be collectible.

n. Fees and expenses related to loans and services

As from January 1, 2000, fees and expenses related to loans, as well as fees for services rendered, are deferred and recognized to income over the term of the loans to which they relate, and to the period that the services are performed. In accordance with the regulations of the Superintendency of Banks, the Bank does not defer these fees and expenses because the amount is not material.

The Bank derives fees and income from services from various sources including checking account fees, commissions, fees related to credit card, line of credit and other lending activities and fees for use of automated teller cards, as well as other services. Fees and income from services are recognized as they are earned based on contractual terms, as the transaction occurs or as the service is provided.

o. Deferred taxes

The effects of deferred taxes arising from temporary differences between the tax and the book basis are recorded on the accrual basis in conformity with Technical Bulletin Nº 60 of the Colegio de Contadores de Chile A.G., and its complements and with instructions of the Superintendency. In accordance with Technical Bulletin Nº 71 of the Colegio de Contadores de Chile A.G., starting 2001 deferred taxes are accounted for by applying the income tax rate for the year in which the corresponding temporary difference that produced the aforementioned taxes will reverse.

As a transitional provision to reduce the impact of adoption of this standard, the Bank was permitted to record a contra (“complementary”) asset or liability as of the date of implementation of the new accounting standard, January 1, 1999, related to the effects of deferred income taxes from prior years. These complementary assets and liabilities are to be amortized over the average estimated period of reversal of the temporary differences which generate the future income tax asset or liability.

p. Assets received in lieu of payment

Assets received in lieu of payment are carried at the lower of price-level restated cost and the market value of such assets, considered as a whole. Assets that have not been sold within one year are written-off on a straight-line basis over 18 months, as instructed by the Superintendency of Banks.

q. Vacation expense

The annual cost of employee vacations and benefits is recorded on the accrual basis.

r. Cash and cash equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks. For the years ended December 31, 2001, 2002 and 2003 the consolidated statements of cash flows have been prepared in accordance with Technical Bulletin N° 65 of the Chilean Association of Accountants.

F-15

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

s. Convenience translation to U.S. dollars

The Bank maintains its accounting records and prepares its consolidated financial statements in Chilean pesos. The US dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the reader at the December 31, 2003 observed exchange rate of Ch$599.42 per US$1.00. This translation should not be construed as representing that the Chilean peso amounts actually represent or have been, or could be, converted into U.S. dollars at such a rate or at any other rate.

NOTE 2—SIGNIFICANT EVENTS

At the Extraordinary Shareholders’ Meeting of Corpbanca held on September 13, 2002, and made a public deed before the Notary Public Mr. José Musalem Saffie dated October 4, 2002, the following agreements were adopted:

1. Capital increase of Corpbanca by MCh$107,274, through the issue of 56,460,000,000 new no par value shares at UF 0.000115727698815618 each.

2. Registration of Corpbanca and its shares in the Emerging Companies Market, so that its shares are traded in this market.

The amendment of the by-laws of Corpbanca was approved by Resolution N° 107 of the Superintendency of Banks and Financial Institutions dated October 15, 2002.

On October 28, 2002, the Santiago Stock Exchange registered Corpbanca and its shares in its Emerging Shares Market.

The placement of shares related with the aforementioned capital increase was made during November and December 2002. This process produced MCh$109,007. The difference in the amount of MCh$1,733 is related to the monetary correction between the issuance date and settlement date.

At the meeting of the Board of Directors held on April 8, 2003, the resignation of Mr. Mario Chamorro Carrizo from the position of Chief Executive Officer was informed, appointing Mr. Christian Samsing Stambuk as the interim Chief Executive Officer from that date.

NOTE 3—CASH AND DUE FROM BANKS

In accordance with the rules of the Superintendency of Banks, the Bank must maintain certain balances in its account with the Central Bank as compulsory reserves. The required balances are based upon specified financial criteria, including the level of the Bank’s assets, the amount of its foreign borrowings and its average liabilities. Compulsory reserves amounts totaled MCh$142,097 and MCh$115,276 as of December 31, 2002 and 2003, respectively.

F-16

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 4—FINANCIAL INVESTMENTS

	As of December 31,
	2002	2003
	MCh$	MCh$
Central Bank and Government Securities
Marketable debt securities(1)	32,208	76,287
Investment under agreements to repurchase(2)	—	28,566
Investments under agreements to resell	15,692	17,916
Subtotal	47,900	122,769
Corporate Securities
Marketable securities(1)	182,305	231,840
Investment under agreements to repurchase(2)	42,705	31,988
Other investments	3,431	2,788
Subtotal	228,441	266,616
Time deposits in Chilean institutions	767	70,919
Total	277,108	460,304

(1) Including market value adjustment.

(2) Under Chilean GAAP, investment securities that are sold subject to repurchase agreements are reclassified from their investment category to “investments under agreements to repurchase.”

Financial investments are classified at the time of the purchase, based on management’s intentions, as either trading or permanent. The related amounts are as follows:

	As of December 31,
	2002	2003
	MCh$	MCh$
Permanent	134,075	201,708
Trading	143,033	258,596
Total	277,108	460,304

NOTE 5—LOANS

The loans on the accompanying consolidated balance sheets are comprised of the subcategories as described below.

Commercial loans are long-term and short-term loans made to companies and businesses. These loans are granted in Chilean pesos, UF and foreign currencies on floating or fixed rate bases to finance working capital or investments.

Consumer loans are mainly loans to individuals granted in Chilean pesos, generally on a fixed rate basis, to finance the purchase of consumer goods or to pay for services. Credit card balances subject to interest charges are also included in this category.

Mortgage loans are inflation indexed, fixed rate, long-term loans with monthly payments of principal and interest collateralized by a real property mortgage. Certain of these loans are specifically funded through the

F-17

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

issuance of mortgage finance bonds, which are bonds generally issued to third party investors in order that the Bank finance its loans to property owners. At the time of issuance, the amount of a mortgage loan cannot exceed 75% of the value of the property.

Foreign trade loans are fixed rate, short-term loans granted in foreign currencies (principally U.S. dollars) to finance imports and exports.

Interbank loans are fixed rate, short-term loans to financial institutions that operate in Chile.

Leasing contracts are agreements for financing leases of capital equipment and other property.

Factoring receivable loans are agreements for short term financing operations and are valued at the amount disbursed to the borrower. The price difference between the amounts disbursed and the actual value of the receivables is earned and recorded as interest income over the financing period. The borrowers are responsible for the payments of the loans if the receivables are not collected.

Other outstanding loans principally include current account overdrafts, bills of exchange and mortgage loans that are financed by the Bank’s general borrowings.

Past due loans include, with respect to any loan, the amount of principal and interest that is 90 days or more overdue, and do not include the installments of such loan that are not overdue or that are less than 90 days overdue, unless legal proceedings have been commenced for the entire outstanding balance according to the terms of the loan.

Contingent loans consist of open and unused letters of credit together with guarantees granted by the Bank in Ch$, UF and foreign currencies (principally U.S. dollars).

The following table summarizes the most significant loan concentrations, expressed as a percentage of total loans, excluding contingent loans and before the allowance for loan losses.

	As of December 31,
	2002		2003
	MCh$		MCh$
Financial services	12.6	%	14.5	%
Community, social and personal services	19.5		14.4
Consumer credit	11.6		11.6
Commerce	12.8		10.8
Construction	6.9		10.0
Lease contracts	8.3		8.1
Manufacturing	9.7		7.0
Agriculture, livestock, agribusiness, fishing	4.4		6.7
Residential mortgage loans	4.2		5.8
Transport, storage and communications	3.2		3.2
Electricity, gas and water	2.0		3.1
Mining and petroleum	2.5		2.8
Factoring	2.3		2.0
Total	100.0	%	100.0	%

A substantial amount of the Bank’s loans are to borrowers doing business in Chile.

F-18

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 6—LEASE CONTRACTS

The amounts shown as leasing contracts are amounts receivable under lease agreements and have the following maturities as of December 31, 2003 and 2002. Unearned interest presented in the table corresponds to the interest to be earned in each period.

	As of December 31, 2002				As of December 31, 2003
	Total Receivable	Unearned income		Net lease receivable	Total receivable	Unearned income		Net lease Receivable
	MCh$	MCh$		MCh$	MCh$	MCh$		MCh$
Due within one year	42,052	(12,951	)	29,101	52,417	(15,415	)	37,002
Due after 1 year but within 2 years	34,671	(10,107	)	24,564	40,325	(11,636	)	28,689
Due after 2 years but within 3 years	23,015	(7,062	)	15,953	26,767	(8,129	)	18,638
Due after 3 years but within 4 years	16,089	(5,136	)	10,953	18,165	(5,706	)	12,459
Due after 4 years but within 5 years	12,201	(3,874	)	8,327	13,774	(4,304	)	9,470
Due after 5 years	55,408	(13,377	)	42,031	62,554	(14,860	)	47,694
	183,436	(52,507	)	130,929	214,002	(60,050	)	153,952

Leased assets consist principally of real estate, industrial machinery, vehicles and computer equipment.

NOTE 7—ALLOWANCE FOR LOAN LOSSES

The changes in the allowance for loan losses are as follows:

	Year ended December 31,
	2001		2002		2003
	MCh$		MCh$		MCh$
Balance as of January 1	28,139		33,080		38,301
Price-level restatement(1)	(841	)	(924	)	(379	)
Allowances on acquired loans	631		—		—
Charge-offs	(22,275	)	(20,857	)	(19,559	)
Allowances established	28,830		28,864		30,697
Allowances released	(1,404	)	(1,862	)	(4,857	)
Balance as of December 31	33,080		38,301		44,203

(1) Reflects the effect of inflation on the allowance for loan losses at the beginning of each period, adjusted to constant pesos of December 31, 2003.

The allowance for loan losses includes MCh$1,334 and MCh$1,553 related to lease operations as of December 31, 2002 and 2003, respectively.

F-19

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The allowance for loan losses included in the results of operations for the periods indicated is as follows:

	Year ended December 31,
	2001		2002		2003
	MCh$		MCh$		MCh$
Allowance established	28,830		28,864		30,697
Allowance established for assets received in lieu of payment	1,358		3,067		5,071
Direct charge-offs	364		507		905
Allowance released	(1,404	)	(1,862	)	(4,857	)
Net charge to income	29,148		30,576		31,816

NOTE 8—BANK PREMISES AND EQUIPMENT, NET

The major categories of Bank premises and equipment, net of accumulated depreciation, are as follows:

	As of December 31,
	2002	2003
	MCh$	MCh$
Land and buildings	23,845	23,238
Furniture and fixtures	6,275	5,468
Machinery and equipment	617	427
Vehicles	78	59
Others	624	2,434
	31,439	31,626

NOTE 9—INVESTMENTS IN OTHER COMPANIES

Investments in other companies consist of the following:

	As of December 31,
	Ownership interest		Participation in Net Income				Investment Book Value
	2002	2003	2001		2002	2003	2002	2003
	%	%	MCh$		MCh$	MCh$	MCh$	MCh$
Transbank S.A.	8.72	8.72	54		65	65	421	423
Nexus S.A.	12.90	12.90	(220	)	24	71	441	493
Bolsa de Comercio de Santiago (Stock Exchange)	2.08	2.08	61		46	44	320	273
Bolsa Electrónica de Chile	2.50	2.50	1		—	—	62	62
Total investments in other companies accounted for under the equity method			(104	)	135	180	1,244	1,251
Other investments carried at cost			27		23	30	142	147
Total			(77	)	158	210	1,386	1,398

F-20

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 10—OTHER ASSETS AND OTHER LIABILITIES

a) Other assets

	As of December 31,
	2002	2003
	MCh$	MCh$
Amounts receivable under spot foreign exchange transactions	396	47,053
Goodwill	17,219	13,310
Prepaid and deferred expenses	10,457	10,013
Deferred income taxes	8,132	9,355
Amounts receivable from forward contracts	21,061	6,377
Recoverable taxes	2,387	4,081
Credit card charges in process	3,575	3,976
Transactions in process (suspense accounts)	2,041	2,198
Commissions receivable	1,525	1,161
Others	8,046	2,894
Total other assets	74,839	100,412

b) Other liabilities

	As of December 31,
	2002	2003
	MCh$	MCh$
Amounts payable under spot foreign exchange transactions	18,319	(1,502	)
Provision for staff benefits	2,092	2,166
Deferred income taxes	456	2,399
Amounts payable from forward contracts	1,129	297
Value added tax payable	1,061	1,388
Income taxes	119	57
Transactions in process (suspense accounts)	84	354
Others	2,236	926
Total other liabilities	25,496	6,085

c) Contingent liabilities

Contingent liabilities consist of open and unused letters of credit, together with guarantees by the Bank in Chilean pesos, UFs and foreign currencies (principally US dollars). The liability represents the Bank’s obligations under such agreements. The Bank’s rights under these agreements are recognized as assets under the caption “Contingent loans” (note 5). Since many of these commitments to extend credit may expire without being drawn upon, the total contingent liabilities do not necessarily represent future cash obligations.

F-21

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 11—INTEREST BEARING LIABILITIES AND OTHER INTEREST BEARING LIABILITIES

Interest Bearing Deposits/Saving Accounts

The following table sets forth the maturity of the interest bearing deposits and saving accounts:

	As of December 31,
	2002	2003
	MCh$	MCh$
Saving accounts and time deposits	1,113,497	1,400,211

The maturities of the outstanding amounts due under this caption at December 31, 2003, are as follows:

	As of December 31, 2003
	MCh$
Due within 1 year	1,355,832
Due after 1 year but within 2 years	42,730
Due after 2 years but within 3 years	891
Due after 3 years but within 4 years	663
Due after 4 years but within 5 years	49
Due after 5 years	46
Total	1,400,211

Other Interest Bearing Liabilities

The Bank’s long-term and short-term borrowings are summarized below. Borrowings are generally classified as short-term when they have original maturities of less than one year or are due on demand. All other borrowings are classified as long-term, including the amounts due within one year on such borrowings.

	December 31, 2003
	Long-term	Short-term	Total
	MCh$	MCh$	MCh$
Central Bank borrowings:
Credit lines for renegotiations of loans	35	—	35
Investments under agreements to repurchase	—	61,716	61,716
Mortgage finance bonds	277,778	—	277,778
Subordinated bonds	47,319	—	47,319
Borrowings from domestic financial institutions	—	69,450	69,450
Foreign borrowings	94,890	64,064	158,954
Other obligations	7,524	2,889	10,413
Total borrowings	427,546	198,119	625,665

F-22

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

	December 31, 2002
	Long-term	Short-term	Total
	MCh$	MCh$	MCh$
Central Bank borrowings:
Credit lines for renegotiations of loans	37	—	37
Other Central Bank borrowings	487	—	487
Investments under agreements to repurchase	—	50,124	50,124
Mortgage finance bonds	194,696	—	194,696
Subordinated bonds	62,233	—	62,233
Borrowings from domestic financial institutions	—	15,383	15,383
Foreign borrowings	72,066	27,928	99,994
Other obligations	8,010	3,327	11,337
Total borrowings	337,529	96,762	434,291

a) Central Bank borrowings

Credit lines for renegotiations of loans are as follows:

	As of December 31,
	2002	2003
	MCh$	MCh$
Credit lines for renegotiations of loans	37	35

These borrowings were provided by the Central Bank to fund renegotiated loans, which arose from the economic recession and the crisis of the banking system in the early 1980s. The borrowings for the renegotiation of mortgage loans is linked to the UF index and carried annual real interest rates of 4.9% at December 31, 2002 and 2003.

The maturities of the outstanding amounts due under these credit lines, which are considered long-term, at December 31, 2003, are as follows:

	As of December 31, 2003
	MCh$
Due within 1 year	3
Due after 1 year but within 2 years	3
Due after 2 years but within 3 years	3
Due after 3 years but within 4 years	2
Due after 4 years but within 5 years	3
Due after 5 years	21
Total credit lines for renegotiations of loans	35

Other Central Bank borrowings are as follows:

	As of December 31,
	2002	2003
	MCh$	MCh$
Other Central Bank borrowings	487	—

F-23

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

b) Mortgage finance bonds

These bonds are used to finance the granting of mortgage loans. The outstanding principal amounts of the bonds are amortized on a quarterly basis. The range of maturities of these bonds is between five and twenty years. The bonds are linked to the UF index and bear a real weighted average annual interest rate of 5.7%.

	As of December 31, 2003
	MCh$
Due within 1 year	20,513
Due after 1 year but within 2 years	17,315
Due after 2 years but within 3 years	18,152
Due after 3 years but within 4 years	18,946
Due after 4 years but within 5 years	19,048
Due after 5 years	183,804
Total mortgage finance bonds	277,778

Chilean law does not require the pledging of mortgage loans when issuing mortgage finance bonds. Accordingly, Corpbanca has not specifically pledged any individual mortgage loans to the mortgage finance bondholders. However, Chilean law does require that in the event of bankruptcy and/or dissolution of a bank, the bank must sell its mortgage loan portfolio to a bank which would also assume the payment obligations related to the mortgage finance bonds.

c) Subordinated bonds

	As of December 31,
	2002	2003
	MCh$	MCh$
Series UBCO-ABCO(1)	12,981	—
Series UCOR-W1197(2)	160	149
Series UCOR-X1197(3)	18,466	17,731
Series UCOR-Y1197(4)	9,223	8,951
Series UCOR-Z1197(5)	21,403	20,488
Total	62,233	47,319

(1) The Series UBCO-ABCO Bonds outstanding as of December 31, 2003 are intended for the financing of loans. They are linked to the UF index and carry an annual interest rate of 8.0% with interest and principal payments due semi-annually, and principal to end.

(2) The Series UCOR-W1197 Bonds outstanding as of December 31, 2003 are intended for the financing of loans. They are linked to the UF index and carry an annual interest rate of 6.5%, with interest and principal payments due semi-annually.

(3) The Series UCOR-X1197 Bonds outstanding as of December 31, 2003 are intended for the financing of loans. They are linked to the UF index and carry an annual interest rate of 6.5%, with interest and principal payments due semi-annually.

(4) The Series UCOR-Y1197 Bonds outstanding as of December 31, 2003 are intended for the financing of loans. They are linked to the UF index and carry an annual interest rate of 6.5%, with interest and principal payments due semi-annually.

F-24

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

(5) The Series UCOR-Z1197 Bonds outstanding as of December 31, 2003 are intended for the financing of loans. They are linked to the UF index and carry an annual interest rate of 6.5%, with interest and principal payments due semi-annually.

The maturities of these bonds, which are considered long-term, are as follows:

	As of December 31, 2003
	MCh$
Due within 1 year	2,867
Due after 1 year but within 2 years	2,867
Due after 2 years but within 3 years	2,867
Due after 3 years but within 4 years	2,867
Due after 4 years but within 5 years	2,867
Due after 5 years	32,984
Total subordinated bonds	47,319

d) Foreign borrowings

These are short-term and long-term borrowings from foreign banks. The maturities of these borrowings are as follows:

	As of December 31, 2003
	MCh$
Due within 1 year	94,890
Due after 1 year but within 2 years	—
Due after 2 years but within 3 years	—
Due after 3 years but within 4 years	—
Due after 4 years but within 5 years	—
Due after 5 years	—
Total long-term	94,890
Total short-term	64,064
Total foreign borrowings	158,954

All of these foreign borrowings are denominated principally in U.S. dollars, and are principally used to fund the Bank’s foreign trade loans and bear an annual average interest rate of 1.5%.

e) Borrowings from domestic financial institutions

Borrowings from domestic financial institutions are used to fund the Bank’s general activities and direct finance leasing contracts, carry a weighted annual average interest rate of 3.1%.

F-25

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

f) Other obligations

Other obligations are summarized as follows:

Long-term obligations:

	As of December 31, 2003
	MCh$
Due within 1 year	2,209
Due after 1 year but within 2 years	739
Due after 2 years but within 3 years	776
Due after 3 years but within 4 years	702
Due after 4 years but within 5 years	658
Due after 5 years	2,440
Total long term obligations	7,524
Short-term obligations:
Amounts due to credit card operators	2,889
Total short-term obligations	2,889
Total other obligations	10,413

NOTE 12—DISCLOSURES REGARDING DERIVATIVE FINANCIAL INSTRUMENTS

The Bank enters into transactions involving derivative instruments, particularly foreign exchange contracts, as part of its asset and liability management, and in acting as a dealer in order to satisfy its clients’ needs.

Foreign exchange forward contracts involve an agreement to exchange the currency of one country for the currency of another country at an agreed-upon price and settlement date. These contracts are generally standardized contracts, normally for periods between 1 and 180 days and are not traded in a secondary market; however, in the normal course of business and with the agreement of the original counterparty, they may be terminated or assigned to another counterparty.

When the Bank enters into a forward exchange contract, it analyses and approves the credit risk (the risk that the counterparty might default on its obligations). Subsequently, on an ongoing basis, it monitors the possible losses involved in each contract. To manage the level of credit risk, the Bank deals with counterparties of good credit standing, enters into master netting agreements whenever possible and when appropriate, obtains collateral.

The Chilean Central Bank requires that foreign exchange forward contracts be denominated in US dollars and other major foreign currencies. In the case of the Bank, most forward contracts are denominated in US dollars against the Chilean peso or the UF.

Unrealized gains, losses, premiums and discounts arising from foreign exchange forward contracts are shown on a net basis under the captions “Other assets and Other liabilities” (see Note 10).

F-26

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The Bank’s foreign currency futures and forward operations and other derivative products outstanding at December 31, 2002 and 2003 are summarized below:

a. Currency contracts

			Notional amounts
	Number of transactions		Up to 3 months		From 3 to 12 months		More than 12 months
Type of future operations	2002	2003	2002	2003	2002	2003	2002	2003
			ThUS$	ThUS$	ThUS$	ThUS$	ThUS$	ThUS$
Chilean market:
—Foreign currency forwards	107	117	54,010	181,311	48,244	49,136	241,500	234,646
—Foreign currency forwards with Chilean pesos	—	2	—	17,459	—	1,068	—	—
Foreign market:
—Foreign currency forwards	16	25	350	15,617	11,287	11,027	—	6,996

The amount refers to either the US dollar futures bought or sold, or the equivalent in US dollars of foreign currency futures bought or sold, as appropriate. The terms correspond to the duration of the contracts from the transaction date.

Long-term, at December 31, 2002 and 2003, are as follows:

	As of December 31, 2002	As of December 31, 2003
	ThUS$	ThUS$
Due after 1 year but within 2 years	44,500	90,642
Due after 2 years but within 3 years	103,500	73,500
Due after 3 years but within 4 years	50,000	45,000
Due after 4 years but within 5 years	10,000	—
Due after 5 years	33,500	32,500
Total credit lines for renegotiations of loans	241,500	241,642

b. Contracts on the value of authorized readjustment index (ARS) and interest rates in Chilean pesos.

			Notional amounts
	Number of transactions		Up to 3 months		From 3 to 12 months		More than 12 months
Type of future operations	2002	2003	2002	2003	2002	2003	2002	2003
			ThUS$	ThUS$	ThUS$	ThUS$	ThUS$	ThUS$
—Forward in ARS/pesos pursed purchased	1		670	—	—	—	—	—

NOTE 13—MINIMUM CAPITAL REQUIREMENTS

The Superintendency of Banks requires Chilean Banks to maintain a minimum capital of 800,000 UF, equivalent to MCh$ 13,536 as of December 31, 2003. In addition, Banks are required to maintain a minimum basic capital of at least 3% of total assets after deductions for mandatory provisions, while effective net equity

F-27

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

may not be lower than 8% of its risk weighted assets. Effective net equity is defined as basic equity, plus voluntary loan loss allowances, up to a maximum of 1.25% of risk weighted assets, and the qualifying proportion of subordinated bonds with scheduled maturities in excess of six years, for which early repayment is not permitted. Chilean Banks are permitted to include in effective net equity principal subordinated bond amounts up to a maximum of fifty percent of the basic capital.

The Bank’s actual qualifying “net capital base” and “effective equity” to support the Bank’s risk-weighted assets as of December 31, 2002 and 2003, are shown in the following table:

	December 31
	2002		2003
	MCh$		MCh$
Net capital base *	270,950		288,896
3% total assets net of provisions	(67,469	)	(83,563	)
Excess over minimum required equity	203,481		205,333
Total assets	2,248,976		2,785,417
Net capital base as a percentage of the total assets, net of provisions	12.05	%	10.37	%
Effective equity **	311,270		326,976
8% of the risk-weighted assets	(148,732	)	(176,978	)
Excess over minimum required equity	162,538		149,998
Risk weighted assets	1,859,145		2,212,230
Effective equity as a percentage of the risk-weighted assets	16.74	%	14.78	%

* Represents the paid-in capital and reserves.

** From June 30, 2002, in order to determine the effective equity, the amounts for “goodwill”, and investments in non-consolidated foreign companies are deducted. The subordinated bonds, and voluntary reserves should be considered as equity, up to certain limits.

As set forth by the Superintendency of Banks and Financial Institutions in circulars No’s. 3,178 and 3,179 dated June 7 and 26, 2002, respectively, the referred information as of December 31, 2002 has been determined considering the consolidated balances.

NOTE 14—SHAREHOLDERS’ EQUITY

Subscribed and paid shares

At December 31, 2003, the paid in capital of the Bank is represented by 226,909,290,577 subscribed and paid ordinary no par value shares.

Increase in capital

At the Extraordinary Shareholders’ Meeting of Corpbanca held on September 13, 2002, made a public deed before the Notary Public Mr. José Musalem Saffie dated October 4, 2002, the following agreements were adopted:

• Capital increase of Corpbanca by MCh$107,274, through the issue of 56,460,000,000 new no par value shares at UF 0.000115727698815618 each.

F-28

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The placement of shares related with the aforementioned increase of capital was made during November and December 2002. This process produced MCh$109,007. The difference in the amount of MCh$1,733 is related to the monetary correction between the issuance date and settlement date.

Dividend distribution

At the Ordinary Shareholders’ Meeting of Corpbanca held on February 25, 2003, the dividend policy agreed at the Ordinary Shareholders’ Meeting held on April 27, 2001 was confirmed. The aforementioned policy consists of distributing 50% of income to be distributed from 2002, retaining the remaining 50% in the account “Retained earnings to be distributed” classified in “Other reserves”.

The distributions of dividends related to net income for the years 2002 and 2003 as approved by the Annual Shareholders’ Meeting of Corpbanca, are as follows:

Shareholders’ Meeting	Dividend (historical)	Dividend paid(1)	Percentage Paid
	MCh$	MCh$
February 2002	14,222	14,852	50	%
February 2003	17,777	18,008	50	%

(1) Dividend paid has been restated in constant Chilean pesos of December 31, 2003

NOTE 15—RELATED PARTY TRANSACTIONS

In accordance with the General Banking Law and the Superintendency of Bank’s instructions, individuals and companies that are related, directly or indirectly, to the Bank’s owners or management are considered related parties.

a. Loans granted to related parties

Related party loans, all of which are current, are as follows:

	As of December 31,
	2002		2003
	Loans	Collateral Pledged(1)	Loans	Collateral Pledged(1)
	MCh$	MCh$	MCh$	MCh$
Operating companies	20,814	15,154	49,494	18,161
Investment companies(2)	2,087	468	5,293	—
Individuals(3)	372	165	222	222
Total	23,273	15,787	55,009	18,383

(1) Includes only those guarantees that are admitted by Article 84 of the General Banking Law for purposes of establishing the individual credit limits defined by the Law. The guarantees are valued in accordance with the Superintendency of Bank’s instructions.

(2) Includes companies whose purpose is to hold shares in other companies.

(3) Includes debt obligations that are equal to or greater than UF 3,000, equivalent to MCh$ 51 as of December 31, 2003.

F-29

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

b. Other transactions with related parties

During the years ended December 31, 2001, 2002 and 2003 the Bank had the following significant income (expenses) from services provided to (by) related parties for amounts in excess of UF 1,000:

	Year ended December 31,
Company	2001 Income (expenses)		2002 Income (expenses)		2003 Income (expenses)
	MCh$		MCh$		MCh$
Evaluadora de Antecedentes S.A.	(3,764	)	(3,052	)	(4,268	)
Recaudaciones y Cobranzas S.A.	(957	)	(1,505	)	(1,363	)
Corp Group Interhold S.A.	(606	)	(1,135	)	(1,220	)
Nexus S.A.	(767	)	(855	)	(824	)
Proveedora de Servicios S.A.	(1,216	)	(732	)	(766	)
Transbank S.A.	(444	)	(902	)	(690	)
Redbanc S.A.	(479	)	(476	)	(386	)
Promoservice S.A.	—		—		(298	)
Asesorías Santa Josefina Ltda.	(132	)	(131	)	(134	)
Inmobiliaria e Inversiones Boquiñeñi Ltda.	—		—		(70	)
Consorcio Periodístico de Chile S.A.	—		—		(69	)
Corp Legal S.A.	—		—		(45	)
Sociedad Nacional de Minería	(46	)	(49	)	(47	)
Agencia de Comunicación Digital Mínimo Común Múltiplo Ltda.	(172	)	(5	)	—
Consultoría y Asesorías Ecco S.A.	(101	)	(199	)	—
Servibanca S.A.	(156	)	—		—
Sonda S.A.	(100	)	—		—
Asesorías La Unión S.A.	(78	)	—		—
Profesionales Asesores Proas Ltda.	(76	)	—		—
Red Televisiva Megavisión S.A.	(42	)	—		—
BAC Servicios Computacionales Ltda.	(19	)	—		—
Corp Factoring S.A.	28		—		—
Compañía de Seguros Vida Corp S.A.	735		516		1,014

The transactions are basically related to services rendered to the Bank by its related parties. Article 89 of the Chilean Companies Law requires that the Bank’s transactions with related parties be on a market basis or on terms similar to those customarily prevailing in the market.

F-30

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 16—FEES AND INCOME FROM SERVICES

Fees and income from services and the related expenses are summarized as follows:

	Year ended December 31,
	Income			Expenses
	2001	2002	2003	2001		2002		2003
	MCh$	MCh$	MCh$	MCh$		MCh$		MCh$
Fees and income from services:
Checking accounts	5,099	5,417	5,864	(24	)	(27	)	(25	)
Commissions—agreements	1,784	3,391	3,170	—		—		—
Insurance brokerage	1,094	1,982	2,408	—		—		—
Commissions from collection	—	1,226	2,296	—		—		—
Commissions on credit operations	417	972	2,111	—		—		—
Remuneration and commissions from mutual funds	3,180	2,539	1,735	(133	)	—		—
Letters of credit, guarantees, pledges and other contingent loans	1,543	1,429	1,718	(88	)	(260	)	(94	)
Credit cards	1,659	1,588	1,537	(1,320	)	(1,631	)	(1,735	)
Lines of credit	873	1,075	1,430	—		—		—
Automatic teller cards	1,110	1,272	1,131	(18	)	(239	)	(690	)
Commissions on sales of mortgages notes	—	105	399	—		—		(343	)
Client service	577	472	398	(287	)	(210	)	(169	)
Commissions from stock-exchange operations	139	228	372	—		(64	)	(32	)
Collection of documents	310	289	306	(22	)	(21	)	(22	)
Stock exchange rights	27	38	93	(28	)	(32	)	(42	)
Trust and custody commissions	16	18	24	—		—		—
Factoring operations	461	100	23	—		—		—
Other	808	273	160	(60	)	(50	)	(37	)
Total income (expense)	19,097	22,414	25,175	(1,980	)	(2,534	)	(3,189	)

NOTE 17—NON OPERATING INCOME AND EXPENSES

Non-operating income and expenses are set forth below:

	Year ended December 31,
	2001	2002	2003
	MCh$	MCh$	MCh$
Non-operating income:
Gains on sales of assets received in lieu of payment previously charged-off	—	562	1,809
Release of reserves	—	30	87
Gain on sales of Bank premises and equipment	38	1,096	17
Other	726	507	403
Total non-operating income	764	2,195	2,316

F-31

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

	Year ended December 31,
	2001	2002	2003
	MCh$	MCh$	MCh$
Non-operating expenses:
Amortization of goodwill arising on excess purchase price paid as a result of the recognition of deterioration in the quality of the loan portfolio of Financiera Condell S.A.	3,601	17,164	1,050
Amortization of goodwill arising on acquisition of consumer division of Corfinsa	1,096	1,131	1,050
Amortization of goodwill on investments in companies	126	125	126
Payments from collection expenses	1,316	1,452	1,315
Write-off of other assets	986	363	484
Loss on sale of fixed assets	52	—	—
Others	355	556	135
Total non-operating expenses	7,532	20,791	4,160

NOTE 18—DIRECTORS’ EXPENSES AND REMUNERATION

At the Ordinary Shareholders’ Meetings held on February 25, 2003 and February 25, 2002, the Company agreed not to pay remuneration to the Board of Directors.

NOTE 19—RECOVERY OF LOANS PREVIOUSLY CHARGED-OFF

Recovery of loans previously charged-off includes the following items:

	Year ended December 31,
	2001	2002	2003
	MCh$	MCh$	MCh$
Loans previously charged-off	7,637	7,231	6,275
Recoveries of loans purchased by the Central Bank	110	179	—
Total	7,747	7,410	6,275

F-32

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 20—FOREIGN CURRENCY POSITION

The consolidated balance sheets include assets and liabilities receivable or payable in foreign currencies which have been translated into Chilean pesos at the applicable exchange rates as of December 31, 2002 and 2003, and assets and liabilities which are receivable or payable in Chilean pesos subject to exchange rate fluctuations, as detailed below.

	As of December 31, 2002					As of December 31, 2003
	Receivable or Payable Denominated in					Receivable or Payable Denominated in
	Foreign currency		Chilean Pesos	Total		Foreign currency		Chilean Pesos	Total
	MCh$		MCh$	MCh$		MCh$		MCh$	MCh$
ASSETS
Cash and due from banks	31,067		—	31,067		30,256		—	30,256
Financial investments	56,437		11,935	68,372		57,702		10,281	67,983
Loans (including contingent loans)	338,526		16,584	355,110		365,311		12,857	378,168
Other assets	61,793		—	61,793		190,714		—	190,714
Total assets	487,823		28,519	516,342		643,983		23,138	667,121
LIABILITIES
Deposits	141,477		—	141,477		267,347		—	267,347
Contingent liabilities	64,959		—	64,959		87,672		—	87,672
Due to domestic banks	—		—	—		1,259		—	1,259
Due to foreign banks	98,748		33	98,781		154,662		19	154,681
Other liabilities	212,089		—	212,089		156,019		—	156,019
Total liabilities	517,273		33	517,306		666,959		19	666,978
Net assets (liabilities) in foreign currencies	(29,450	)	28,486	(964	)	(22,976	)	23,119	143

NOTE 21—INCOME TAXES AND DEFERRED TAXES

a. Income taxes

The First Category Income Tax provision amounting to MCh$686 (MCh$673 in 2002 and MCh$548 in 2001) was recorded by the Bank’s subsidiaries. At December 31, 2003, 2002 and 2001, the Bank did not accrue First Category Income Tax as it had losses for tax purposes. These losses may be carried forward indefinitely and offset against future taxable income.

Income taxes for the years ended December 31, 2001, 2002 and 2003 were as follows:

	Year ended December 31,
	2001		2002		2003
	MCh$		MCh$		MCh$
Amortization of deferred tax complementary accounts	8,415		7,542		3,773
Deferred tax for the period	(5,759	)	(7,308	)	(4,418	)
Price—level restatement	3		(243	)	(75	)
Net benefit (expense) from deferred taxes	2,659		(9	)	(720	)
Income tax provision—current	(548	)	(673	)	(686	)
Other taxes	(1,626	)	2,188		(669	)
Net income benefit (provision)	485		1,506		(2,075	)

F-33

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

b. Deferred taxes

As described in Note 1 o), the Bank applied accounting criteria of the Technical Bulletin Nº 60 of the Colegio de Contadores de Chile A.G. and its supplements. In accordance with Technical Bulletin N° 71 of the Colegio de Contadores de Chile A.G., from 2001, deferred taxes are accounted for applying the income tax rate for the year in which the corresponding temporary difference will reverse.

Deferred taxes arising from temporary differences are as follows:

	As of December 31,
	2002		2003
	MCh$		MCh$
Debit differences:
Tax loss	7,592		3,681
Loan portfolio-overall provision	5,129		6,426
Unearned price difference	2,045		1,772
Suspended accrual of interest	473		456
Other provisions	355		306
Other	137		402
Subtotal	15,731		13,043
Balance complementary accounts	(7,599	)	(3,688	)
Net difference	8,132		9,355
Credit differences:
Fixed asset depreciation	(238	)	(144	)
Others	(295	)	(2,269	)
Subtotal	(533	)	(2,413	)
Balance complementary accounts	77		14
Net difference	(456	)	(2,399	)

NOTE 22—CONTINGENCIES AND COMMITMENTS

a. Pending lawsuits:

At December 31, 2003 and 2002, there were lawsuits pending against the Group relating to loans and other matters. In the opinion of management and the Bank’s legal counsel, these lawsuits should not result in significant losses for the Group.

Before the Fifth Criminal Court of Santiago, in the case of Fraud N°149913-7, by virtue of criminal complaint in initial stages filed by Banco del Estado de Chile, and to which Corp Corredores de Bolsa S.A. is not party, a time deposit for MCh$43 was seized and that Concepción S.A. Corredores de Bolsa S.A. (now Corp Corredores de Bolsa S.A.) had acquired from its original beneficiary, as it was considered “corpus delicti”. The aforementioned time deposit is fully provided for in the financial statements of the Company.

b. Other liabilities:

• Corpbanca is entitled to transfer to its clients the obligations arising from deferred customs duties related to the import of assets for lease. These transfers require the authorization of the customs

F-34

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

authorities. At December 31, 2003, Corpbanca had transferred to its clients deferred customs duties obligations amounting to MCh$ 3,235 (MCh$ 1,863 in 2002).

• At December 31, 2003, leasing contracts signed, but for which assets have not yet been delivered, amounted to MCh$ 38,316 (MCh$ 46,678 in 2002).

• In conformity with articles 30 and 31 of Law Nº 18,045 (Securities Market Law), Corp Corredores de Bolsa S.A. has established a guarantee through Compañía de Seguros de Crédito Continental S.A. for UF 4,000, expiring on April 22, 2004, with the Santiago Stock Exchange being assigned as custodian of the aforementioned policy.

• In addition, on June 19, 2003, the Company took out a Royal Sun Alliance policy in order to cover the deductible established in the policy taken out wich Cía. de Seguros Generales Cruz de Sur S.A., as a result of possible employee defalcation situations with a coverage of UF 8,721. The expiry date for this policy is May 31, 2004, the direct beneficiary being Corp Corredores de Bolsa S.A.

• In order to comply with articles 58 d) of Decree Law N°251, of 1931, indicating that “in order to exercise their activity, Insurance Brokers should comply with the requirement of taking out insurance policies determined by the Superintendency of Securities and Insurances in order to respond to the correct and full compliance of all obligations related with their activity, and especially of damages that they can cause to insurreds that take out policies through their intermediate”, the Company has taken out the following policies with Compañía de Seguros Chilena Consolidada. Their effective period starts on April 15, 2003 and expires on April 14, 2004.

Policy	Insured subject	Insured amount
		UF
1749989	Civil responsibility	60,000
1749990	Guarantee	500

• At June 19, 2003, the Company took out an insurance policy with Compañía de Seguros Generales Cruz del Sur S.A., in order to cover possible employees defalcations for ThUS$1,200 and its expiry date is June 19, 2004. Its direct beneficiary is Corp Administradora de Fondos Mutuos S.A., for which a net premium was paid for ThUS$13.0.

• On January 9, 2003, Corp Administradora de Fondos Mutuos S.A. renewed the following Guarantee Insurance Policies for General Funds Administrators in order to guarantee the compliance of obligations of the Administrator, for the administration of funds of third parties and indemnity of damages resulting from its non-compliance, in accordance with article 226 of Law N°18,045. Their expiry date is on January 10, 2004.

F-35

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The detail is as follows:

Policy N°	Corp Mutual Fund	Coverage in UF
013639	Eficiencia	10,000
013640	Más Ingreso	10,000
013641	Acciones	10,000
013642	Selecto	10,000
013643	Más Futuro	25,086
013644	Latinoamérica	10,000
013632	Global Markets	10,000
013633	Emerging Markets	10,000
013634	Más Valor	10,000
013635	Oportunidad	61,687
013636	Asia	10,000
013637	Technocom	10,000
013638	Commodities	10,000
013645	USA	10,000
013646	Biotech	10,000
015636	Dólar	10,000

In relation to the aforementioned, and due to the start-up of operations of Fondos Mutuos Corp Europa and Corp Financial Banking on November 2003, Corp Administradora de Fondos Mutuos S.A. took out the Guarantee Insurance Policies N° 017428 and N° 017427 respectively, each with a coverage of UF10,000, expiring on January 10, 2005.

The aforementioned policies were taken out with Compañía de Seguros Mapfre Garantías y Crédito S.A.

Corpbanca is the representative of the beneficiaries of the guarantee over aforementioned funds.

c. Commitments and responsibilities recorded in memorandum accounts:

At December 31, 2002 and 2003, the Bank had recorded the following commitments and responsibilities in memorandum accounts:

	As of December 31,
	2002	2003
	MCh$	MCh$
Loans approved but not disbursed	77,305	83,326

The above summary lists only the more significant balances. Contingent loans and liabilities are presented in the balance sheet.

F-36

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

d. Financial guarantees

In the ordinary course of business the Bank enters into various financial guarantees. The Bank expects most of its financial guarantees to expire unused. The majority of the Bank’s financial guarantees are commercial letters of credit. Under Chilean GAAP, certain guarantees and commercial letters of credit are reported as an asset and a liability as mentioned in notes 5 and 10c. The Bank’s other financial guarantees are summarized as follows:

	Maximum potential amount of future payments (MCh$)
	As of December 31,
	2002	2003	Less than one year	1 to 3 years	3 to 5 years	After 5 Years	No stated maturity
	MCh$	MCh$	MCh$	MCh$	MCh$	MCh$
Guarantees:
Financial guarantees to customers not included in the balance sheet	171,747	217,343	217,343	—	—	—
Financial guarantees to customers included in the balance sheet	128,835	147,311	121,892	23,934	1,485	—	—
Stand-by Letters of credit	—	4,945	4,945	—	—	—	—

Stand-by letters of credit are the Bank’s conditional commitments to guarantee the performance of a customer to a third party in borrowing arrangements.

The maximum potential amount of future payments represents the notional amounts that could be lost under the guarantees if the counter party does not perform under the contract, without consideration of possible recoveries under recourse provisions or from collateral held or pledged. Such amounts greatly exceed the anticipated losses and, therefore, the contractual amounts are not indicative of the actual credit exposure or future cash flow requirements for such commitments.

The Bank also enters into contracts that contain indemnification provisions. Such indemnification agreements that function as financial guarantees are considered to have a remote risk of loss. Our maximum exposure to loss and our actual loss experience is not significant. The indemnification clauses are often standard contractual terms and were entered into in the normal course of business based on an assessment that the risk of loss would be remote. In many cases, there are no stated or notional amounts included in the indemnification clauses and the contingencies triggering the obligation to indemnify have not occurred and are not expected to occur. There are no amounts reflected on the Consolidated Balance Sheet as of December 31, 2003 and 2002, related to these indemnifications. These potential obligations are not included in the table above.

To mitigate credit risk, we may require the counterparty to pledge collateral in the form of securities or other assets. Securities and other marketable assets held as collateral amounted to MCh$20,609 (2002: MCh$13,268) and letters of credit in favor of Corpbanca held as collateral amounted to MCh$5,002 (2002: MCh$392). Other property may also be available to Corpbanca to cover losses under certain guarantees and indemnifications; however, the value of such property has not been determined.

F-37

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

NOTE 23—FIDUCIARY ACTIVITIES

The following items are recorded in memorandum accounts by the Bank and represent fiduciary safekeeping and custody services:

	As of December 31,
	2002	2003
	MCh$	MCh$
Securities held in safe custody	392,402	492,500
Amounts to be collected on behalf of local third parties	16,661	13,871
Amounts to be collected on behalf of foreign third parties	21,980	21,507
Total	431,043	527,878

NOTE 24—PRICE-LEVEL RESTATEMENT

The price-level restatement loss is determined by restating the following non-monetary assets and liabilities:

	Year ended December 31,
	2001		2002		2003
	MCh$		MCh$		MCh$
Restatement of non monetary accounts based on Consumer Price Index:
Bank premises and equipment	1,100		978		327
Investments in other companies	36		38		16
Other non-monetary assets and liabilities	1,553		1,491		234
Shareholders’ equity	(4,413	)	(4,548	)	(2,815	)
Net price-level restatement loss	(1,723	)	(2,041	)	(2,238	)

NOTE 25—SUBSEQUENT EVENTS

From January 1, to April 30, 2004 there have been no subsequent events that would materially affect the financial statements.

NOTE 26—INCOME STATEMENTS, BALANCE SHEETS AND STATEMENTS OF CASH FLOWS (SEC FORMAT)

The presentation of the financial statements prepared in accordance with Chilean GAAP differs significantly from the format required by US GAAP. The Chilean GAAP financial statements set forth below have been restated in constant Chilean pesos of December 31, 2003 purchasing power using the adjustment factor arising from the CPI and are shown in accordance with the format required by US GAAP.

The principal reclassifications which were made to the basic Chilean GAAP financial statements in order to present them in accordance with US GAAP are as follows:

a. Elimination of contingent assets and liabilities from the balance sheet

In accordance with Chilean GAAP, the Bank recognizes rights and obligations with respect to contingent loans as contingent assets and liabilities. Contingent liabilities consist of open, unused and

F-38

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

standby letters of credit, together with guarantees by the Bank in Chilean peso, UF and foreign currencies (principally US dollars). The liabilities represent the Bank’s obligations under such agreements. Under U.S. GAAP, such contingent amounts are not recognized on the consolidated balance sheets but are disclosed in the notes to the financial statements. The reclassification was included in the consolidated balance sheets included below.

Under U.S. GAAP, loss allowances for contingent loans would be recorded in the consolidated balance sheet as “other liabilities”. This would result in the reclassification from “the allowance for loan losses” to “other liabilities” for loss allowances recorded for contingent loans. As of December 31, 2003 and 2002, the Bank did not have any significant loss allowances for contingent loans.

b. Presentation of recoveries of loans previously charged-off as a reduction of the provision for loan losses instead of as other income.

Under U.S. GAAP, recoveries of loans previously charged-off are reflected as a reduction of the allowance for loan losses, which generally would result in a reduction in the provision for loan losses reflected in the income statement, while under Chilean GAAP such recoveries are recognized as other income. This reclassification is included in the consolidated income statements included below.

c. Presentation of the reversal of voluntary reserves

The movement of such reserves in the US GAAP would be presented as a reduction in the provision for loan losses while under Chilean GAAP such movements are presented as a separate caption in the income statements. This reclassification is included in the consolidated income statements included below.

d. Presentation of certain investments

Under US GAAP, investments in time deposits would be presented as either cash equivalent or as a separate caption in the balance sheet while under Chilean GAAP it is presented as part of the Bank’s investments. The consolidated balance sheets included below these time deposits are presented as a separate caption in the balance sheets because the Bank does not consider them to be cash equivalents.

The Bank enters into reverse repurchase agreements as an investment of funds. In this regard, the Bank’s funds which are invested in other banks and are collateralized by securities held by the borrower are classified as “Investments under agreements to resell” and is included in the bank’s investments. Under U.S. GAAP, such investments should be presented as a separate caption in the financial statements. The consolidated balance sheets included below these investments are presented as a separate caption.

e. Presentation of goodwill

Under US GAAP, goodwill amortization and the unamortized goodwill should be presented as a separate caption in the income statement and balance sheet while under Chilean GAAP it is presented as part of non-operating expenses and other expenses in the consolidated income statements and other assets in the consolidated balance sheets. This reclassification is included in the consolidated income statements and balance sheets below.

F-39

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

f. Comprehensive income

In accordance with SFAS No. 130, “Reporting Comprehensive Income”, the Bank is required to report and display comprehensive income and its components in a full set of general purpose financial statements. “Comprehensive income” is defined in this statement as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes net income and other comprehensive income (revenues, expenses, gains and losses) that under US GAAP are reported in a separate component of shareholders´ equity. The changes in other comprehensive income which are related to movements in fair value of available for sale securities are included in the consolidated income statements below.

g. Reclassification of deferred taxes

Under Chilean GAAP deferred tax assets and liabilities are not netted in the balance sheets. This reclassification is included in the consolidated balance sheets below.

h. Accrued interest and indexation adjustments

Accrued interest and indexation adjustments are presented with the related principal amounts of loans as indicated in Note 1 c) to the financial statements. Under U.S. GAAP, accrued interest and indexation adjustments would be separately presented in the consolidated balance sheets. Such disclosure is not provided by the bank under Chilean GAAP and therefore it cannot be obtained.

i. Presentation of cash flows

Under US GAAP, changes in other assets and liabilities such as other receivables, prepaid assets and accruals for salaries and vacations should be presented as cash flows from operating activities. Under Chilean GAAP, these are presented as cash flows from investing activities. Additionally, the non-cash movements related to assets received in lieu of payments are not reported as supplemental information under Chilean GAAP, as usually required under US GAAP. This reclassification and the disclosure of non-cash activity are included in the consolidated statements of cash flows below.

F-40

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

Consolidated Income Statements

The following consolidated income statements have been prepared in accordance with Chilean GAAP and are presented in accordance with US GAAP, except for the inclusion of price-level restatement permitted under Item 18 of Form 20-F. In connection with the preparation of the income statements, the price-level restatement includes the effect of inflation primarily resulting from interest-earning assets and interest-bearing liabilities. As the Bank does not compute the price-level adjustment for separate categories of assets and liabilities, such adjustment is presented as a component of interest expense.

	Year ended December 31,
	2001		2002		2003
	MCh$		MCh$		MCh$
Interest income
Interest and fees on loans	167,286		156,106		138,668
Interest on investments	24,651		25,045		15,899
Interest on deposits with banks	1,192		783		712
Interest on investments under agreements to resell	146		106		138
Total interest income	193,275		182,040		155,417
Interest expense
Interest on deposits	(69,131	)	(56,204	)	(37,342	)
Interest on securities sold under agreements to repurchase	(3,620	)	(1,953	)	(1,859	)
Interest on other borrowed funds	(4,494	)	(3,474	)	(3,367	)
Interest on long-term debt	(21,340	)	(20,570	)	(17,248	)
Price-level restatement	(1,723	)	(2,041	)	(2,238	)
Total interest expense	(100,308	)	(84,242	)	(62,054	)
Net interest income	92,967		97,798		93,363
Provision for loan losses	(21,245	)	(22,048	)	(25,541	)
Net interest income after provision for loan losses	71,722		75,750		67,822
Other income
Fees and commissions	15,885		17,728		19,187
Brokerage and securities income	1,232		2,152		2,799
Gain on investment activities	5,682		14,288		11,232
Net gains (losses) on foreign exchange	(1,180	)	(1,837	)	9,525
Other revenue	3,632		4,504		5,415
Total other income	25,251		36,835		48,158
Other expenses
Salaries	(29,481	)	(29,619	)	(30,634	)
Net premises and equipment expenses	(7,242	)	(4,590	)	(4,194	)
Goodwill amortization	(6,492	)	(19,136	)	(3,909	)
Administration expenses	(21,453	)	(17,444	)	(18,159	)
Other expenses	(3,237	)	(7,393	)	(6,885	)
Total other expenses	(67,905	)	(78,182	)	(63,781	)
Income before income taxes	29,068		34,403		52,199
Income taxes	485		1,506		(2,075	)
Net income	29,553		35,909		50,124
Other Comprehensive income	(61	)	(863	)	38
Comprehensive income	29,492		35,046		50,162
Net income per share of common stock	0.17		0.20		0.22
Weighted average number of outstanding common shares (in thousands)	170,449,150		179,680,252		226,909,291

F-41

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

Consolidated Balance Sheets

The following consolidated balance sheets as of December 31, 2002 and 2003 have been prepared in accordance with Chilean GAAP, and are presented in accordance with US GAAP, except for the inclusion of price-level restatement permitted under item 18 of Form 20-F.

	December 31,
	2002		2003
	MCh$		MCh$
ASSETS
Cash and due from banks	126,118		92,473
Interest bearing deposits in other banks	15,979		22,803
Cash and cash equivalents	142,097		115,276
Time deposits	767		70,919
Investments under agreements to resell	15,692		17,916
Available for sale securities	260,650		371,469
Loans	1,583,820		1,895,017
Allowance for loan losses	(38,301	)	(44,203	)
Loans, net	1,545,519		1,850,814
Premises and equipment, net	31,439		31,626
Goodwill	17,219		13,310
Other assets	91,886		115,337
Total assets	2,105,269		2,586,667
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Non-interest bearing	224,534		217,968
Interest bearing	1,113,497		1,400,211
	1,338,031		1,618,179
Short-term borrowings	47,686		136,520
Securities sold under agreements to repurchase	50,124		61,716
Other liabilities	25,040		3,686
Long-term debt	337,529		427,546
Total liabilities	460,379		629,468
Commitments and contingencies	—		—
Shareholders’ equity
Common stock (no par value 226,909 million shares issued and outstanding)	—		—
Common stock—paid-in capital	270,002		270,002
Retained earnings	37,600		69,716
Accumulated other comprehensive loss	(743	)	(698	)
Total shareholders’ equity	306,859		339,020
Total liabilities and shareholders’ equity	2,105,269		2,586,667

F-42

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

Consolidated Statements of Cash Flows

The following consolidated statements of cash flows have been prepared in accordance with Chilean GAAP, and are presented in accordance with US GAAP, except for the inclusion of price-level restatement permitted under item 18 of Form 20-F.

	Year ended December 31,
	2001		2002		2003
	MCh$		MCh$		MCh$
Net cash provided by operating activities	82,228		88,918		28,013
Net cash used in investing activities	(279,619	)	(278,763	)	(551,847	)
Net cash provided by financing activities	207,219		221,540		497,144
NET CASH FLOW	9,828		31,695		(26,690	)
INFLATION EFFECT ON CASH AND CASH EQUIVALENTS	(2,080	)	985		(131	)
NET INCREASE IN CASH AND CASH EQUIVALENTS	7,748		32,680		(26,821	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	101,669		109,417		142,097
CASH AND CASH EQUIVALENTS AT END OF YEAR	109,417		142,097		115,276
SUPPLEMENTAL CASHFLOW INFORMATION:
Non cash movements (Assets received in lieu of payments)	10,464		8,751		4,097

NOTE 27—DIFFERENCES BETWEEN CHILEAN AND US GAAP

Accounting principles generally accepted in Chile and accounting principles of the Superintendency of Banks (collectively, “Chilean GAAP”), vary in certain important respects from the accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such differences involve certain methods for measuring the amounts shown in the consolidated financial statements, as well as additional disclosures required by U.S. GAAP.

References below to “SFAS” are to Statements of Financial Accounting Standards in the United States of America.

1. Differences in measurement methods

Set forth below is a description of the significant differences between Chilean GAAP and U.S. GAAP as they relate to the Bank.

The cumulative inflation rate in Chile as measured by the Consumer Price Index (CPI) for the three-year period ended December 31, 2003 was approximately 3.9%. Chilean GAAP requires that financial statements of banks be restated to reflect the total effect of the loss in the purchasing power of the Chilean peso on the financial position and results of operations of reporting entity. The method, described in Note 1 (c), is based on a model which enables calculation of net inflation gains or losses caused by monetary assets and liabilities exposed to changes in the purchasing power of local currency, by restating all non-monetary accounts in the financial statements.

The model prescribes that the historical cost of such accounts be restated for general price-level changes between the date of origin of each item and the period-end. The inclusion of price-level adjustments in the

F-43

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

accompanying financial statements is considered appropriate under the prolonged inflationary conditions affecting the Chilean economy. As permitted under Item 18 of Form 20-F no adjustments have been made to reflect the elimination of the price-level adjustments.

a. Loan origination fees and costs

The Bank recognizes commissions (origination fees) on credit card loans, lines of credit and letters of credit when collected and expenses related direct costs when incurred. Under SFAS No. 91, “Accounting for Nonrefundable Fees and Costs Associated with Origination or Acquiring Loans and Initial Direct Costs of Leases”, loan origination fees and certain direct loan origination costs should be recognized as an adjustment to interest income over the life of the related loan.

The effect of accounting for net loan origination fees, net of the capitalized direct costs, in accordance with U.S. GAAP is included in the reconciliation of the net income in paragraph (l) below. Effective January 1, 2000, and in accordance with Circular No. 3,029 of the Superintendency of Banks dated October 27, 1999, loan origination fees under Chilean GAAP are recognized over the term of the related loan as an adjustment to yield in a manner similar to U.S. GAAP. However, such treatment is not necessary if deemed to be immaterial.

b. Income taxes

Effective January 1, 1999, and in accordance with a newly published accounting standard under Chilean GAAP, the Bank was required to record deferred tax assets and liabilities based on the liability method, with deferred tax assets and liabilities established for temporary differences between the financial reporting basis and the tax basis of the Bank’s assets and liabilities at enacted tax rates expected to be in effect when such amounts would be realized. As a transitional provision to reduce the impact of adoption of this standard, the Bank was permitted to record a contra (“complementary”) asset or liability as of the date of implementation of the new accounting standard, January 1, 1999, related to the recording of deferred income taxes related to prior years. These complementary assets and liabilities are to be recognized in income in the estimated period of their reversal.

Under SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”), income taxes are recognized using the asset and liability method in a manner similar to Chilean GAAP. The effects of recording deferred income taxes related to certain adjustments to US GAAP and the elimination of the complementary assets and liabilities and their respective amortization are included in the reconciliation of consolidated net income and shareholders’ equity in paragraph (l) below. Additional disclosures required under SFAS 109 are provided on Note 27 2b.

c. Mandatory dividend

As required by Chile’s General Banking Law, unless otherwise decided by a two-thirds vote of the issued and subscribed shares, the Bank must distribute a cash dividend in an amount equal to at least 30% of its net income for each year as determined in accordance with Chilean GAAP, or a higher legally binding commitment (above the aforementioned 30%), should such commitment exist, or unless and except to the extent the Bank has unabsorbed prior year losses. The Ordinary Shareholders’ Meeting of Corpbanca agreed a dividend policy which consists of distributing 50% of the net income of each year and retaining the remaining 50% in “Other reserves”.

Under U.S. GAAP, dividends are accrued when declared and in the amount specified by appropriate approval or statutory regulation. Since the payment of the dividend out of each year’s net income has been

F-44

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

pre-determined and approved by the shareholders prior to year-end, an adjustment has been made to reduce permanent equity for U.S. GAAP purposes to recognize the 50% dividend. The effect of recording the dividend in accordance with U.S. GAAP is included in the reconciliation of consolidated shareholders’ equity in paragraph (l) below.

d. Investment securities

Under Chilean GAAP the Bank classifies its investments in debt and equity securities as “trading” or “permanent”. Financial investments with a secondary market are stated at fair market value with unrealized gains and losses included in a separate component of shareholders’ equity for those classified as permanent and with realized gains and losses included in other operating results for trading investments. All other financial investments are carried at acquisition cost plus accrued interest and UF indexation adjustments. Investment securities maintained by the Bank’s subsidiaries are carried at the lower of price-level restated cost or market value.

Under U.S. GAAP, according to SFAS N°115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”), debt and equity securities are required to be classified in accordance with the Bank’s intent and ability to hold the securities, as follows:

• Debt securities for which the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and are reported at amortized cost.

• Debt and marketable equity securities that are bought and held by the Bank, principally for the purpose of selling them in the near term, are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings.

• Debt and marketable equity securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of shareholders’ equity.

Based upon these criteria, the Bank has determined that under U.S. GAAP, its investments should be classified as “available-for-sale”. Under Chilean GAAP, the unrealized holding gains (losses) related to investments classified as permanent have been included in equity, which does not differ from the treatment “available-for-sale” under U.S. GAAP.

The effect of recording the market value adjustment for investments stated at the lower of price-level restated cost or market value, consistent with the valuation criteria of the Bank, and the reclassification of market value adjustment to the Investment portfolio defined as “trading” from net income to shareholders’ equity is included in the reconciliation of consolidated net income and shareholders’ equity in paragraph (l) below.

Other than temporary impairment of Available for sale securities

Under Chilean GAAP it is not required to evaluate if marketable securities are considered to be other than temporarily impaired. Under US GAAP, SFAS 115 requires that the Bank determines for individual securities classified as available for sale whether a decline in fair value below the amortized cost basis is other than temporary. If the decline in fair value is judged to be other than temporary, the cost basis of the individual security is written down to fair value as a new cost basis and the amount of the write-down is included in earnings (that is, accounted for as a realized loss). The new cost basis does not change when subsequent

F-45

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

recoveries in fair value occur. Subsequent increases in the fair value of available for sale securities are included in the other comprehensive income and subsequent decreases in fair value, if not an other than temporary impairment, also are included in the other comprehensive income.

The Bank reviewed securities with unrealized losses as of December 31, 2001, 2002 and 2003 and concluded that there was no other than temporary impairment as of any one of these dates. This review consisted of evaluating the economic reasons for the decline, credit rating of the issuers of the securities and on the management’s intention and ability to hold the securities until the unrealized loss is recovered. Based on this analysis the Bank believes that there is no other than temporary impairments in the investment portfolio because most of the decline in fair value of these securities were caused by the appreciation of Chilean Peso in relation to the U.S. Dollar which the bank considers to be temporary. All of the securities that have unrealized losses as of December 31, 2003 have been in a continuous unrealized loss position for less than one year.

The carrying value and market value of debt securities available-for-sale as of December 31, 2002 and 2003 are as follows:

		Adjustment to market value
	Cost as of December 31, 2003	Gross Unrealized Gains	Gross Unrealized Losses		Estimated Fair Value as of December 31, 2003
	MCh$	MCh$	MCh$		MCh$
Banco Central de Chile	94,509	2,434	(1,116	)	95,827
Tesorería General de la República or other government entities	9,650	96	(71	)	9,675
Local financial institutions	165,915	3,339	(982	)	168,272
Other local investments	42,347	1,140	(28	)	43,459
Investments abroad	63,989	2,701	(8,986	)	57,704
Total	376,410	9,710	(11,183	)	374,937
		Adjustment to market value
	Cost as of December 31, 2002	Gross Unrealized Gains	Gross Unrealized Losses		Estimated Fair Value as of December 31, 2002
	MCh$	MCh$	MCh$		MCh$
Banco Central de Chile	30,564	2,004	(218	)	32,350
Tesorería General de la República or other government entities	126	1	(1	)	126
Local financial institutions	116,028	1,758	(734	)	117,052
Other local investments	107,825	1,724	(1,106	)	108,443
Investments abroad	4,324	2,610	(2,308	)	4,626
Total	258,867	8,097	(4,367	)	262,597

As of December 31, 2003 and 2002, there were MCh$ 60,554 and MCh$ 42,705 respectively of securities pledged as collateral under repurchase agreements.

F-46

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

e. Investments in other companies

Under Chilean GAAP, certain long-term investments in which the Bank owns less than 20% of the outstanding shares in other companies have been recorded using the equity method of accounting. Under U.S. GAAP, those investments generally would have been recorded at cost. The effect of accounting for investments in other companies in accordance with U.S. GAAP is included in the reconciliation of consolidated net income and shareholders’ equity in paragraph (l) below.

f. Derivative financial instruments

Chilean banks are permitted to use foreign exchange forward contracts (covering either foreign currencies against the U.S. dollar, the UF against the Chilean peso or the UF and the Chilean peso against the U.S. dollar) and forward rate agreements. Currently, the use of derivatives in Chile is regulated by the Chilean Central Bank, which requires that all foreign exchange forward contracts be made only in U.S. dollars and other major foreign currencies.

Under Chilean GAAP, forward contracts covering non-Chilean foreign currencies and U.S. dollars are reported at fair value with realized and unrealized gains and losses on these instruments recognized in other income. Forward contracts between the U.S. dollar and the Chilean peso are valued at the closing spot exchange rate of each balance sheet date with the initial discount or premium being amortized over the life of the contract.

The Bank’s policy is to avoid currency risks and, therefore, it does not engage in derivative transactions for speculative purposes, but rather it uses derivatives in order to mitigate its exposure to foreign currencies. Such objective is accomplished by (i) primarily, hedging or reducing our exposure, (ii) reducing the overall cost of borrowings at a certain length (by varying the mixture of domestic and foreign currencies) and (iii) increasing the length of available funds. The Bank’s exposure is measured as part of its asset and liability management. The use of derivatives is also subject to clearly defined limits (trader, counter party, currency, term, etc.).

Under U.S. GAAP, SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended (collectively “SFAS 133”), which establishes comprehensive accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities would have been used to record the accounting impact of the above-mentioned financial instruments. The standard requires that all derivative instruments meeting the definition included in SFAS 133 be recorded in the balance sheet at fair value. Financial instruments may be designated as “hedges” under SFAS 133 when certain criteria are met. If the derivative instrument does not meet these criteria, changes in fair value are reported in earnings when they occur.

These financial instrument contracts entered into by the Bank do not meet the requirements to qualify for hedge accounting under U.S. GAAP. Therefore changes in the respective fair values of all derivative instruments would be reported in earnings. The effect of accounting for derivatives in accordance with U.S. GAAP is included in the reconciliation of consolidated net income and shareholders’ equity in paragraph (l) below.

g. Business combination

During the year ended December 31, 1998, the Bank acquired the Consumer Credit Division of Corfinsa and Financiera Condell S.A.

F-47

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

Under Chilean GAAP, goodwill represents the difference between the purchase price and the book value of the net assets acquired (book value of the acquired assets minus the book value of the assumed liabilities) and is amortized on a straight-line basis over the period estimated to be benefited. The estimated period to be benefited is determined based on the type and diversity of the business, its location and the markets in which it operates and cannot exceed 10 years. The amortization period was defined in accordance with instructions from the Superintendency of Banks and is 10 years for all goodwill except for certain loan losses that were recorded as goodwill for Chilean GAAP in accordance with instructions from the Superintendency of Banks which are amortized over 6 years.

Under US GAAP, these transactions would have been accounted for as business combinations in accordance with Accounting Principles Board Opinion No. 16, “Business Combinations” (“APB 16”) as purchases. Under APB 16 the assets acquired and the liabilities assumed would have been adjusted to estimated fair value and intangible assets, including goodwill, would have been recorded. These adjustments to fair value and the related intangible assets would have been amortized over the estimated life of the acquired loans and/or deposit relationships in accordance with APB 16 and Accounting Principles Board Opinion No. 17, “Intangible Assets”. This amortization period averaged approximately three years. Accordingly, as of December 31, 2001 the adjustments to fair value the acquired assets and assumed liabilities and the intangibles assets, including goodwill, for US GAAP purposes were fully amortized. Therefore, the net book value for these amounts was zero at December 31, 2001.

h. Assets received in lieu of payment

As instructed by the Superintendency of Banks, assets received in lieu of payment are carried at cost which is deemed to be the carrying value of the related loan, less a valuation allowance calculated on the assets as a group if the total of the fair value of those assets is lower than the carrying amount. If the asset is not sold within one year, then recorded asset amounts should be written-off on a straight-line basis over the following 18-month period. Assets received in lieu of payment related with lease contracts are carried at cost which is deemed to be the carrying value of the related lease receivable, less a valuation allowance calculated on an asset by asset basis. For those assets received between 2000 and 2003 for leasing contracts, the Bank has a 30-month period to sell them at which time the recorded assets amounts should be fully written-off.

Under U.S. GAAP, assets received in lieu of payment are initially recorded at fair value less any estimated costs to sell at the date of foreclosure, on an individual asset basis and limited to the carrying amount of the related loan or lease receivable. Subsequent to foreclosure, valuations should be periodically performed to record any impairment. Based on the analysis performed, the Bank believes that there is no significant difference between the amount of the Assets received in lieu of payment recorded for Chilean GAAP purposes and the amount calculated based on US GAAP requirements.

i. Allowance for loan losses

Under Chilean GAAP, the allowance for loan losses is calculated according to specific guidelines issued by the Superintendency of Banks. The provisions required under the guidelines set by the Chilean Superintendency of Banks are consistent by grade with the Bank’s historical loss experience. Under U.S. GAAP, the allowances for loan losses should be determined for impaired and other loans in amounts adequate to cover inherent probable losses in the loan portfolio at the respective balance sheet dates in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” (“SFAS 114”), for loans specifically reviewed for impairment and SFAS No. 5, “Accounting for Contingencies” (“SFAS 5”), for those loans and loan pools evaluated on a collective basis

F-48

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

for impairment. The Bank’s methodology for determining its allowance for loan losses uses a variety of internal and external factors, including the results of its loan classification process, historical losses, economic and market data and other relevant factors, applied on a consistent basis, and updated to reflect current trends and information. The Bank has estimated its required allowance in the following manner:

• All loans of the Bank were classified in accordance with the rules of the Superintendency of Banks.

• Commercial loans greater than MCh$ 100, which were considered impaired, were specifically reviewed for impairment in accordance with SFAS 114. The Bank considers all past due loans and loans classified as either B-, C or D with balances greater than MCh$ 100 to be impaired loans for the purposes of applying SFAS 114. The allowances for loans losses for these loans were determined based on the present value of the expected future cash flows discounted at the loan’s effective contractual interest rate, or at the fair value of the collateral if the loan was collateral dependent.

• Commercial loans classified as either A or B were evaluated collectively for impairment based on management’s best estimate of the probable losses inherent in these loans. The allowance for loan losses for these loans was determined based on an analysis of the results of the Bank’s classification process overtime and the resulting losses experienced on these types of loans updated to reflect current market trends and conditions.

• Commercial loans with balances under MCh $ 100 were evaluated collectively for impairment based on management’s best estimate of the probable losses inherent in these loans. The allowance for loan losses for these loans was determined based on historical losses for these types of loans updated to reflect current market trends and conditions and management’s estimate of the probable losses inherent in these loans.

• Consumer and mortgage loans were evaluated collectively for impairment based on management’s best estimate of the probable losses inherent in these loans. The allowance for loan losses for these loans was determined for (i) delinquent loans based on the amount of past due payments and the related probable loss and (ii) for current loans based on the results of the Bank’s risk matrix model which is used to identify loans with risk factors and estimate the related probable losses.

Management believes that there is no difference between the methodology it uses for Chilean GAAP to determine its allowance for loan losses and the process required by SFAS 114 and SFAS 5. Accordingly, there is no significant difference between the allowance for loan losses for Chilean GAAP and the amount that would be determined in accordance with U.S. GAAP as of December 31, 2003 and 2002. The following table sets forth the additional disclosure required by U.S. GAAP.

	December 31,
	2002		2003
	ThCh$		ThCh$
Impaired loans with an allowance	46,759		43,295
Impaired loans without an allowance	—		—
Allowance for impaired loans	(919	)	(2,101	)
Average balance for impaired loans	44,742		44,745

j. Interest recognition on non-accrual loans

The Bank suspends the accrual of interest on loans on the first day that such loans are overdue (consist of all non-current loans). Previously accrued but uncollected interest on overdue loans is not reversed at the time the

F-49

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

loan ceases to accrue interest. Under U.S. GAAP, recognition of interest on loans is generally discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. As a general practice, this occurs when loans are 90 days or more overdue. Any accrued but uncollected interest is reversed against interest income at that time.

In addition, under Chilean GAAP any payment received on overdue loans is first applied to reduce the recorded balance of accrued interest receivable, if any, and thereafter is recognized as income to the extent of interest earned but not recorded. Any remaining amount is then applied to reduce the outstanding principal balance. Under U.S. GAAP, any payment received on loans when the collectibility of the principal is in doubt is treated as a reduction of the outstanding principal balance of the loan until such doubt is removed. The effect of the difference in interest recognition on non-accrual loans does not generate any stockholders’ equity or net income differences for any of the years presented when reconciling such amounts from Chilean GAAP to the amounts determined under U.S. GAAP.

k. Charge-offs and recoveries of loans previously charged-off

As discussed in Note 1 m. of these financial statements, under Chilean GAAP the Bank charges off loans once those loans or portions thereof become uncollectible. Under the rules and regulations established by the Superintendency of Banks, charge-offs must be made within the following maximum prescribed limits:

• 24 months after a loan is past due (3 months for consumer loans) for loans without collateral;

• 36 months after a loan is past due for loans with collateral.

Under U.S. GAAP, loans or portions thereof should be written off in the period in which they are deemed uncollectible, which is equivalent to the policy followed by the Bank under Chilean GAAP.

l. Effects of conforming to US GAAP

The following is a reconciliation of consolidated net income under Chilean GAAP to consolidated net income determined in accordance with US GAAP. It also includes the adjustments to the movement in Other Comprehensive Income:

	For the years ended
	2002		2003
	MCh$		MCh$
Net income in accordance with Chilean GAAP	35,909		50,124
Loan origination fees and costs (par. 27.1. a)	67		(5	)
Deferred income taxes (par. 27.1. b)	(8,529	)	(4,835	)
Investments in other companies (par. 27.1. e)	(92	)	(13	)
Investment securities (par. 27.1. d)	(3,784	)	6,770
Derivative financial instruments (par. 27.1. f)	6,369		(915	)
Amortization of goodwill (par. 27.1. g)	19,136		3,909
Net income in accordance with US GAAP	49,076		55,035
Other comprehensive income net of deferred taxes for an amount of MCh$(526) and MCh$875 in 2002 and 2003
Net unrealized gains (losses) for available for sale securities	2,613		(4,330	)
Comprehensive income in accordance with US GAAP	51,689		50,705

F-50

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

Accumulated other comprehensive income (loss) net of deferred taxes amounted to MCh$3,109 and MCh$(1,221) as of December 31, 2002 and 2003, respectively.

The following is a reconciliation of consolidated shareholders’ equity under Chilean GAAP and under US GAAP:

	For the years ended
	2002		2003
	MCh$		MCh$
Shareholders’ equity in accordance with Chilean GAAP	306,859		339,020
Loan origination fees and costs (par. 27.1. a)	(277	)	(282	)
Accrual for mandatory dividends (par. 27.1. c)	(17,955	)	(25,062	)
Investments in other companies (par. 27.1. e)	1,585		1,571
Derivative financial instruments (par. 27.1. f)	(334	)	(1,249	)
Investment securities (par. 27.1. d)	1,947		3,468
Amortization of goodwill (par. 27.1. g)	(17,219	)	(13,310	)
Deferred income taxes (par. 27.1. b)	7,256		3,296
Shareholders’ equity in accordance with US GAAP	281,862		307,452

The following summarizes the changes in shareholders’ equity under US GAAP during the years ended December 31, 2002 and 2003:

	MCh$
Balance at December 31, 2001	137,991
Monetary indexation of dividends paid	(75	)
Minimum dividend at year end required by law	(17,955	)
Suscription and payment of shares	110,212
Other comprehensive income for the year	2,613
Net income for the year	49,076
Balance at December 31, 2002	281,862
Monetary indexation of dividends paid	(53	)
Minimum dividend at year end required by law	(25,062	)
Other comprehensive loss for the year	(4,330	)
Net income for the year	55,035
Balance at December 31, 2003	307,452

2. Additional disclosure requirements

a. Earnings per share

The disclosure of basic earnings per share and weighted average number of shares outstanding is not required for presentation in the financial statements under Chilean GAAP but is required under U.S. GAAP.

	2002	2003
Basic and diluted earnings per share—US GAAP (in Ch$)	0.241	0.110
Weighted average number of shares outstanding (in thousands)	179,680,252	226,909,291

F-51

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

b. Income taxes

The provision for income taxes charged to income is as follows:

	For the years ended
	2002		2003
	MCh$		MCh$
Income tax provision—current under Chilean GAAP	(673	)	(686	)
Other taxes (expense) benefits under Chilean GAAP	2,188		(669	)
Effect of deferred income taxes under Chilean GAAP	(9	)	(720	)
US GAAP Adjustments:
Deferred tax for effect of US GAAP adjustments	(8,529	)	(4,835	)
Income tax (expense) benefit under US GAAP	(7,023	)	(6,910	)

Accumulated other comprehensive loss is net of a deferred tax asset of MCh$254 at December 31, 2003. Accumulated other comprehensive income is net of deferred tax liability of MCh$621 at December 31, 2002.

Deferred tax assets (liabilities) under US GAAP are summarized as follows:

	For the years ended
	2002		2003
	MCh$		MCh$
Temporary differences
Tax Loss	7,592		3,681
Loan portfolio—overall provision	5,129		6,426
Unearned price difference	2,045		1,772
Forward exchange contracts—fair value adjustment	55		212
Suspended accrual of interest	473		456
Other provisions	355		306
Other	137		403
Total deferred tax assets	15,786		13,256
Fixed asset depreciation	(238	)	(144	)
Others	(295	)	(2,269	)
Investment portfolio	(321	)	(590	)
Total deferred tax liabilities	(854	)	(3,003	)
Net deferred tax assets	14,932		10,253

F-52

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The US GAAP provision for income taxes differs from the amount of income tax determined by applying the applicable Chilean statutory income tax rate to US GAAP pre-tax income as a result of the following differences:

	For the years ended
	2002				2003
	MCh$		%		MCh$		%
At statutory Chilean income tax rate (16% in 2002, 16.5% in 2003)	(8,976	)	16.0		(10,221	)	16.5
Decrease (increase) in rates resulting from:
Non-taxable income	1,942		(3.5	)	2,668		(4.3	)
Other	11				643		(1.0	)
At effective tax rate	(7,023	)	12.5		(6,910	)	11.2

Investment securities

SFAS 115 requires additional disclosures for investments classified as available-for-sale. Realized gains and losses are determined using the proceeds from sales less the cost of the specific investment sold. SFAS 115 also requires disclosure of the carrying value and market value of securities available-for-sale, a maturity schedule for debt securities and the proceeds on sale and related gross gains and losses realized on the sale of available-for-sale securities. Such disclosures are included in note 27.1.d.

In 2002, proceeds from sales of securities available for sale were MCh$1,526,399 with gross realized gains of MCh$18,022 and gross realized losses of MCh$3,734. In 2003, proceeds from sales of securities available for sale were MCh$1,962,169 with gross realized gains of MCh$21,438 and gross realized losses of MCh$10,206.

The amortized cost and fair value of securities, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

	Amortized costs	Fair value
	MCh$	MCh$
Due in one year or less	80,464	80,148
Due after one year through five years	163,959	163,318
Due after five years through ten years.	107,098	106,679
Due after ten years	24,890	24,792
Total securities	376,410	374,937

c. Troubled debt restructurings

Under Chilean GAAP, troubled debt restructurings are accounted in a manner similar to U.S. GAAP. The Bank, however, is not required under Chilean GAAP to identify all loans, which may qualify as troubled debt restructurings, and, as a result, it is not feasible to obtain the necessary information that should be disclosed under U.S. GAAP.

F-53

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

d. Future minimum operating lease payments

SFAS 13 requires additional disclosures for the future minimum lease payments, which are as follows:

	As of December 31, 2003
	MCh$
Due within 1 year	1,656
Due after 1 year but within 3 years	2,734
Due after 3 years but within 5 years	1,672
Due after 5 years	922
Total future minimum operating lease payments	6,984

A majority of the leases provide for the payment of taxes, maintenance, insurance, and certain other expenses applicable to the leased premises. Many of the leases contain extension provisions.

Rent expenses for 2003 and 2002 was MCh$1,592 and MCh$2,251, respectively.

e. Estimated fair value of financial instruments

The estimated fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. For those financial instruments with no quoted market prices available, fair values have been estimated using discounted expected future cash flows or other valuation techniques. These techniques are inherently subjective and are significantly affected by the assumptions used, including the discounts rates, estimates of future cash flows and prepayment assumptions. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.

In addition, the estimated fair values presented below do not attempt to estimate the value of the Bank’s revenue generating businesses and anticipated future business activities, and therefore do not represent the Bank’s value as a going concern.

The following notes summarize the major methods and assumptions used in estimating the fair values of financial instruments:

Cash and due from banks.The book value of cash and due from banks approximates its estimated fair value due to the short-term nature of these instruments.

Financial investments and investments under agreements to repurchase.The estimated fair value of these financial instruments was determined using either quoted market prices or dealer quotes where available, or quoted market prices of financial instruments with similar characteristics. Investments maturing in less than one year are valued at book value because they are, due to their relatively short period to maturity of such investments, considered to have a fair value which is not materially different from their book value.

Loans.For floating-rate loans that reprice frequently and have no significant change in credit risk, estimated fair values are based on book values. The estimated fair-values for certain mortgage loans, credit card loans, and other consumer loans are based on quoted market prices of similar loans, adjusted for differences in loan

F-54

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

characteristics. Fair values of commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for non-accruing loans are estimated using discounted cash flow analyses arising from the liquidation of the underlying collateral values, where applicable (or other expected sources of payments), at an estimated discount rate.

Deposits.The fair value disclosed for non-interest bearing deposits and savings accounts is the amount payable at the reporting date and, as a result, is equal to the carrying amount. Fair value for time deposits is estimated using a discounted cash flow calculation that applies interest rates currently offered to a schedule of aggregated expected monthly maturities on time deposits. The value of long-term relationships with depositors is not taken into account in estimating the fair values disclosed.

Chilean Central Bank borrowings, Mortgage finance bonds and Other borrowings.The fair value of these financial instruments is estimated using discounted cash flow analyses based on the Bank’s current borrowing rates for similar types of borrowing arrangements with similar remaining maturities.

Derivative instruments.The estimated fair value of foreign exchange forward contracts was determined using quoted market prices of financial instruments with similar characteristics.

The estimated fair values of financial instruments are as follows:

	As of December 31,
	2002		2003
	Book Value	Estimated fair value	Book Value	Estimated fair value
	MCh$	MCh$	MCh$	MCh$
ASSETS
Cash and due from banks	142,097	142,097	115,276	115,276
Financial Investments	277,108	279,055	460,304	463,772
Loans	1,688,770	1,677,740	2,048,408	2,032,431
Derivative financial instruments(a)	—	—	9,041	7,792
LIABILITIES
Deposits	1,338,031	1,335,091	1,618,179	1,614,204
Chilean Central Bank borrowings	524	524	35	35
Investments under agreements to repurchase	50,124	50,124	61,716	61,716
Mortgage finance bonds	194,696	200,100	277,778	281,618
Other borrowings	188,947	193,082	286,136	285,674
Derivative financial instruments(a)	17,068	17,402	—	—

(a) Amounts in parenthesis on the assets represents negative fair values and on the liabilities represents positive fair values.

f. Segment information

SFAS No. 131 “Disclosure about Segments of an Enterprise and Related Information” establishes standards for reporting information about operating segments and related disclosures about products and services and geographic areas. Operating segments are defined as components of an enterprise about which separate financial information is available that is regularly used by the chief operating decision making group in deciding how to allocate resources and assess performance.

F-55

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The Bank is strategically aligned in its operations into four business segments based on its market segmentation and the needs of its clients and trading partners. The four business segments are described below. The Bank manages these business segments using an internal profitability reporting system. Management review their segments in the base of gross operational margin and only uses averages balances to evaluate performance and allocate resources. Net interest revenue are incurred in Chile.

Descriptions of each business segment are as follows:

• Corporate Banking, Large Companies and Factoring. Includes a full range of financial products and services to corporate clients and large companies in Chile having annual sales in excess of Ch$60,000 million, and between Ch$6,000 million and Ch$60,000 million, respectively, including commercial loans, working capital lines of credit, trade financing, payment services and short-term and other deposits. Factoring business consists of purchasing customers’ outstanding debt portfolios, such as bills, notes, or contracts, advancing such customers a payment representing the future cash flows from such assets, and then performing the related collection function.

• Small and Medium-Sized Companies and Leasing. Includes a full range of financial products and services to small and medium size companies with annual sales between Ch$600 million and Ch$5,999 million and leasing services relating to commercial real estate, vehicles, machinery and other items to our customers.

• Retail banking. Includes consumer lending, personal loans, automotive financing and credit cards.

• Treasury and Other. Includes primarily the Bank’s treasury and hedging activities.

Earnings of the Bank’s subsidiaries includes non-banking financial services such as brokerage of insurance and securities and asset management.

F-56

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

The following table presents summary information in millions of Chilean pesos related to the Bank’s lines of business for the years ending December 31, 2001, 2002 and 2003.

	Year ended December 31, 2001
	Corporate and Large Companies		Small and Medium Size Companies		Retail Banking		Treasury and Other		Earning of Subsidiaries	Total
	MCh$		MCh$		MCh$		MCh$		MCh$	MCh$
Net interest revenue	13,119		21,669		36,200		22,341		1,361	94,690
Fees and income from services, net	2,314		3,185		5,470		1,906		4,242	17,117
Gain from trading activities	629		0		0		4,795		258	5,682
Foreign exchange transactions, net	256		75		0		(1,512	)	1	(1,180	)
Other operating income (expenses), net	—		657		1,602		(230	)	388	2,417
Provision for loan losses	(4,774	)	(7,723	)	(14,558	)	(2,093	)	—	(29,148	)
Gross Operational margin	11,544		17,863		28,714		25,207		6,250	89,578
Other income and expenses										902
Operating expenses										(59,845	)
Net loss from price-level restatement										(1,723	)
Income before income taxes										28,912
Average Loans	597,575		434,398		261,103		28,019		—	1,321,095
Average Investments	—		—		—		202,568		35,381	237,949

F-57

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

	Year ended December 31, 2002
	Corporate and Large Companies		Small and Medium Size Companies		Retail Banking		Treasury and Other		Earning of Subsidiaries		Total
	MCh$		MCh$		MCh$		MCh$		MCh$		MCh$
Net interest revenue	12,489		20,435		39,678		25,251		1,986		99,839
Fees and income from services, net	2,362		3,036		6,910		2,909		4,663		19,880
Gain from trading activities	3,572		—		—		10,781		(65	)	14,288
Foreign exchange transactions, net	364		104		—		(2,314	)	9		(1,837	)
Other operating income (expenses), net	(42	)	655		10		(2,801	)	262		(1,916	)
Provision for loan losses	(4,743	)	(9,018	)	(13,656	)	(3,159	)	—		(30,576	)
Gross Operational margin	14,002		15,212		32,942		30,667		6,855		99,678
Other income and expenses											(11,028	)
Operating expenses											(53,324	)
Net loss from price-level restatement											(2,041	)
Income before income taxes											33,285
Average Loans	750,161		487,643		276,709		15,822		—		1,530,335
Average Investments	—		—		—		250,438		47,715		298,153
	Corporate and Large Companies		Small and Medium Size Companies		Retail Banking		Treasury and Other		Earning of Subsidiaries		Total
	MCh$		MCh$		MCh$		MCh$		MCh$		MCh$
Net interest revenue	14,443		22,131		41,767		14,572		2,688		95,601
Fees and income from services, net	3,776		3,493		6,211		4,027		4,479		21,986
Gain from trading activities	2,830		—		—		8,272		130		11,232
Foreign exchange transactions, net	519		189		1		8,816		—		9,525
Other operating income (expenses), net	(40	)	1,269		(140	)	(2,903	)	(261	)	(2,075	)
Provision for loan losses	(3,242	)	(7,457	)	(16,126	)	(4,991	)	—		(31,816	)
Gross Operational margin	18,286		19,625		31,713		27,793		7,036		104,453
Other income and expenses											4,641
Operating expenses											(54,657	)
Net loss from price-level restatement											(2,238	)
Income before income taxes											52,199
Average Loans	917,960		573,963		364,507		29,144		—		1,885,574
Average Investments	—		—		—		274,247		60,811		335,058

F-58

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

g. Recent accounting pronouncements

In September 2002, the Chilean Superintendency of Banks issued Circular No. 3,189, which changed the method for calculating and accounting for the allowances related to credit risk. Under the new standard, Chilean banks are permitted to use the evaluation methods and models that each bank considers appropriate based on its specific kind of loan portfolio or transactions, following the general guidelines instructed by the Superintendency. Such models and further modifications have to be approved by the board of directors. The Bank is required to adopt the provisions as of January 1, 2004. Corpbanca does not expect that the implementation of the new method for calculating and accounting for the allowances related to credit risk will have a material effect on its consolidated financial statements. Accordingly, Corpbanca does not expect the provisions of Circular No. 3,189 to result in a material change in the determination of its allowances for loan losses under either Chilean or U.S. GAAP.

In January 2003, the Financial Accounting Standards Board released Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46) which was revised by the Financial Accounting Standards Board in December 2003. The revised interpretation (FIN 46R) changes the method of determining whether certain entities, should be included in Corpbanca’s Consolidated Financial Statements. An entity is subject to FIN 46R and is called a variable interest entity (VIE) if it has (1) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, (2) equity investors that cannot make significant decisions about the entity’s operations, or that do not absorb the majority of expected losses or receive the majority of expected returns of the entity or (3) equity investors that have voting rights that are not proportionate to their economic interests and substantially all the activities of the entity involve, or are conducted on behalf of, an investor with a disproportionately small voting interest. A variable interest entity is consolidated by its primary beneficiary, which is the party involved with the variable interest entity that has a majority of the expected losses or a majority of the expected residual returns or both.

The provisions of FIN 46R will apply for Corpbanca to all entities subject to this interpretation in 2004.

Corpbanca does not expect that the implementation of FIN46R will have a material effect on its consolidated financial conditions or results of operation.

In August 2003, the Financial Accounting Standards Board ratified EITF 03-11, “Reporting Gains and Losses on Derivative Instruments That Are Subject to FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities”, and “Not Held for Trading Purposes” as Defined in EITF Issue No. 02-3, “Issues Related to Accounting for Contracts Involved in Energy Trading and Risk Management Activities”. EITF 03-11 requires companies, when determining whether realised gains and losses on derivative contracts not held for trading purposes should be reported on a net or gross basis, to make such determinations as a matter of judgement that depends on the relevant facts and circumstances. EITF 03-11 is to be applied prospectively for transactions or arrangements entered into by Corpbanca after 1 January 2004. The application of EITF 03-11 is not expected to have a significant impact on Corpbanca’s financial position or results of operations.

In July 2003, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Non-traditional Long-Duration Contracts and for Separate Accounts”. SOP 03-1 provides guidance related to the reporting and disclosure of certain insurance contracts and separate accounts, including the accounting for annuitisation options. SOP 03-1 also addresses the capitalization and amortization of sales inducements to contract holders. SOP 03-1 is effective for fiscal years beginning after December 15, 2003. The application of SOP 03-1 is not expected to have a significant impact on Corpbanca’s financial position or results of operations, including financial statement presentations and disclosures.

F-59

CORPBANCA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Expressed in millions of constant Chilean pesos (MCh$)

as of December 31, 2003 (except as indicated)

In December 2003, the American Institute of Certified Public Accountants issued SOP 03-3 “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (“SOP 03-3”). SOP 03-3 addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes such loans acquired in purchase business combinations but does not apply to loans originated by the entity. SOP 03-3 limits the yield that may be accredited to the excess of the investor’s estimate of undiscounted expected principal, interest, and other cash flows over the investor’s initial investment in the loan. The SOP requires that the excess of contractual cash flows over cash flows expected to be collected not be recognized as an adjustment of yield, loss accrual, or valuation allowance. SOP 03-3 also prohibits investors from displaying accretable yield and nonaccretable differences in the balance sheet. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan’s yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment. SOP 03-3 is effective for loans acquired in fiscal years beginning after December 15, 2004. The application of SOP 03-3 is not expected to have a significant impact on Corpbanca’s financial position or results of operations.

In March 2004, the FASB’s Emerging Issues Task Force (“EITF”) reached a consensus regarding EITF 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The consensus provides guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures for equity investments accounted for under the cost method. Annual disclosures about unrealized losses on available for sale securities that have not been recognized as other-than-temporary impairments that were required under an earlier EITF 03-1 consensus remain in effect. The EITF 03-1 guidance for determining other-than-temporary impairment is effective for Corpbanca’s Form 20-F for the year ending December 31, 2004.

F-60

CORPBANCA

OFFER TO EXCHANGE

ALL OF OUR OUTSTANDING

RULE 144A AMERICAN DEPOSITARY SHARES

FOR

NEW AMERICAN DEPOSITARY SHARES

EXCHANGE OFFER PROSPECTUS

            , 2004

We have not authorized any dealer, salesperson, or other person to give any information or represent anything not contained in this prospectus or the accompanying letter of transmittal. You must not rely on any unauthorized information. This prospectus and the accompanying letter of transmittal do not offer to sell or ask you to buy any securities in any jurisdiction where it is unlawful. The information contained in this prospectus is current as of             , 2004.

Until             , 2004, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

EXHIBIT INDEX

No.	Description
Exhibit 1.1	Articles of Incorporation and Bylaws (estatutos sociales) of Corpbanca, including amendment thereto (English language translation).
Exhibit 2.A.1	Form of Amended and Restated Deposit Agreement among Corpbanca, The Bank of New York, as depositary, and the registered holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including a form of American Depositary Receipt.*
Exhibit 2.A.2	Form of Corpbanca Share Certificate (English language translation).
Exhibit 4.A.1	Systems Operations Services Agreement, dated as of March 30, 2001, between IBM de Chile S.A.C. and Corpbanca (English language translation).
Exhibit 4.A.2	Service Contract, dated as of July 6, 2001, between Corpgroup Interhold S.A. and Corpbanca (English language translation).
Exhibit 4.A.3	Software Consulting and Development Agreement, “IBS” Integrated Banking System, dated as of October 4, 2001, between Datapro, Inc. and Corpbanca (English language translation).
Exhibit 4.A.4	Agreement to Participate in the Automated Teller Machine Network Operated by Redbanc S.A., dated as of April 1, 2001, among Redbanc S.A. and Corpbanca (English language translation).
Exhibit 4.B.1	Stockholders’ Agreement, dated as of May 11, 2004, among Manufacturas Interamericana S.A. and Corp Group Banking S.A. (English language translation).
Exhibit 15.A.1	Consent of Deloitte & Touche Sociedad de Auditores y Consultadores Ltda., a member firm of Deloitte Touche Tohmatsu.

* Incorporated by reference to our registration statement on Form F-6 filed on September 24, 2004.

Exhibit 1.1

[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

CORPBANCA

BYLAWS

REVISED TEXT

AS OF

JUNE 2001

(Text in bold are the changes made to the revised text of the bylaws, contained in a certified document dated May 28, 1992)

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

CORPBANCA

SOCIEDAD ANONIMA

Established pursuant to a document dated August 7, 1971, before the Notary of Concepción Nicolás Peña, authorized by a Supreme Decree of September 6 of the same year and amended by documents: dated December 27, 1905 before the Notary Mr. Edmundo Larenas, approved by Supreme Decree dated May 31, 1906; dated April 29, 1910, before the Notary Mr. Edmundo Larenas, approved by a Supreme Decree dated September 23, 1910; dated December 1, 1911, before the Notary Mr. Félix A. Larenas, approved by a Supreme Decree dated January 10, 1912; dated November 15, 1916, before the Notary Mr. Eduardo Cuevas, approved by a Supreme Decree dated December 20, 1916; dated June 22, 1920, before the Notary Mr. Victor Vargas, approved by a Supreme Decree dated August 24, 1920; dated September 8, 1922, before the Notary Mr. Victor Vargas, dated November 30, 1922; dated October 7, 1936, before the Notary Mr. Diego Arce, approved by a Supreme Decree dated December 30, 1936; dated January 24, 1938, before the Notary Mr. Diego Arce, approved by a Supreme Decree dated February 22, 1938; dated January 20, 1940, before the Notary Diego Arce, approved by a Supreme Decree dated April 22, 1940; dated January 20, 1942, before the Notary Mr. Diego Arce, approved by a Supreme Decree dated March 4, 1942; dated December 23, 1942, before the Notary Mr. Diego Arce, approved by a Supreme Decree dated February 16, 1943; dated February 1, 1944, before the Notary Mr. Diego Arce, approved by a Supreme Decree dated April 21, 1944; Dated August 3, 1944, before the Notary Diego Arce, approved by a Supreme Decree dated September 8, 1944; dated August 9, 1945, before the Notary Mr. Fernando Salamanca, approved by a Supreme Decree dated October 5, 1945; dated July 29, 1946, before the Notary Mr. Fernando Salamanca, approved by a Supreme Decree dated September 6, 1946; dated December 7, 1949, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated February 3, 1950; dated December 26, 1950, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated February 28, 1951; dated September 22, 1951, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated January 5, 1952; dated November 17, 1952, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated February 3, 1953; dated July 22, 1953, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated November 11, 1953; dated July 24, 1954, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated October 7, 1954; dated October 3, 1956, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated December 18, 1956; dated October 28, 1957, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated January 28, 1958; dated November 12, 1958, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated December 12, 1958; dated April 18, 1960, before the Alternate Notary Mr. Ernesto González for the Chief Notary Mr. José Mateo Silva; and dated May 10, 1960, before the Notary of Santiago Mr. Javier Echeverría, approved by a Supreme Decree dated July 1, 1960; dated February

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

12, 1963, before the Notary Mr. José Mateo Silva, approved by a Supreme Decree dated March 22, 1963; dated February 2, 1965, before the Notary Mr. Humberto Faúndez, approved by a Supreme Decree dated April 6, 1965; dated January 31, 1966, before the Notary Mr. Humberto Faúndez, approved by Resolutions of the Ministry of the Treasury dated April 15, 1966; dated August 2, 1966, before the Notary Mr. Humberto Faúndez, approved by a Resolution of the Ministry of the Treasury dated October 5, 1966; dated January 31, 1969, before the Notary Mr. Humberto Faúndez Rivera, approved by Resolution No. 278 dated April 11, 1969; dated February 5, 1970 before the Notary Mr. Humberto Faúndez Rivera, approved by Ministry of the Treasury Decree No. 212, dated April 6, 1970; dated August 4, 1970, before the Notary Mr. Humberto Faúndez Rivera, approved by Superintendency of Banks Resolution No. 21 dated October 23, 1970; dated June 5, 1972, before the Notary Mr. Humberto Faúndez Rivera, approved by Superintendency of Banks Resolution No. 23 dated June 27, 1972; dated April 23, 1975, before the Notary of Valdivia Mr. René Martínez M., approved by Superintendency of Banks Resolution No. 14 dated May 1975; dated November 10, 1976, before the Notary Mr. Humberto Faúndez Rivera, approved by Superintendency of Banks Resolution No. 116 dated November 29, 1976; dated September 17, 1979 and November 12, 1979, before the Notary Mr. Humberto Faúndez Rivera, approved by Superintendency of Banks Resolution No. 202 dated November 26, 1979; dated August 26, 1980, before the Notary Mr. Humberto Faúndez Rivera, approved by Superintendency of Banks and Financial Institutions Resolution No. 137 dated September 15, 1980; dated April 16, 1982, before the Notary Mr. Gonzalo de la Cuadra Fabres, approved by Superintendency of Banks and Financial Institutions Resolution No. 97 dated June 15, 1982; dated December 16, 1985, before the Notary Mr. Rubén Galecio Gómez, approved by Superintendency of Banks and Financial Institutions Resolution No. 137 dated December 23, 1985; dated April 21, 1986, before the Notary Mr. Rubén Galecio Gómez, approved by Superintendency of Banks and Financial Institutions Resolution No. 65 dated May 14, 1986; dated October 23, 1986, before the Notary Mr. Eduardo Pinto Peralta, approved by Superintendency of Banks and Financial Institutions Resolution No. 191 dated November 25, 1986; dated June 3, 1987, before the Notary Mr. Eduardo Pinto Peralta, approved by Superintendency of Banks and Financial Institutions Resolution No. 104 of June 17, 1987; dated December 12, 1989, before the Notary Mr. Eduardo Pinto Peralta, approved by Superintendency of Banks and Financial Institutions Resolution No. 257 dated December 13, 1989; dated May 28, 1992, in the Notary Office of Mr. Gonzalo de la Cuadra Fabres, approved by Superintendency of Banks and Financial Institutions Resolution No. 153 dated July 6, 1992;dated August 9, 1996, in the Notary Office of Mr. Kamel Saquel Zaror, approved by Superintendency of Banks and Financial Institutions Resolution No. 151 dated October 15, 1996; dated February 19 and 27, 1997, both in the Notary Office of Mr. Kamel Saquel Zaror, approved by Superintendency of Banks and Financial Institutions Resolution No. 31 dated March 5, 1997; dated March 25, 1997, in the Notary Office of Mr. Kamel Saquel Zaror, approved by Superintendency of Banks and Financial Institutions Resolution No. 47 dated April 15, 1997; dated December 29, 1998, in the Notary Office of Mr. Kamel SaquelZaror, approved by Superintendency of Banks and Financial Institutions Resolution No. 9 dated January 29, 1999; dated September 28, 2000, in the Notary Office of Mr. José Musalem Saffie, approved by Superintendency of Banks and Financial Institutions Resolution No. 141 dated October 13, 2000; and dated May 29, 2001, in the Notary Office of Mr. José Musalem Saffie, approved by Superintendency of Banks and Financial Institutions Resolution No. 55 dated June 7, 2001.

3

[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

BYLAWS

OF

CORPBANCA

TITLE I

Name, Domicile, Existence and Objective

ARTICLE ONE. The corporation (sociedad anónima) called “CORPBANCA” shall be governed by the present Bylaws, by the General Banks Act, by the precepts applicable to public corporations when they agree or do not violate the precepts hereof, and by such other laws and regulations as are currently in effect or may be issued in the future in this regard.

ARTICLE TWO. The Bank shall have its corporate domicile in the city of Santiago, where its Headquarters or Main Office shall operate, without prejudice to being able to open, maintain and eliminate branches within and outside the country, upon authorization from the applicable authority.

ARTICLE THREE. The Bank shall exist indefinitely.

ARTICLE FOUR. The objective of the Bank is to execute and enter into all acts, contracts, transactions or businesses which the General Banks Act and other legal provisions and precepts allow Banks to undertake without prejudice to expanding or restricting its scope of action in accordance with such legal provisions as are issued in the future, without necessitating the amendment of the present Bylaws.

TITLE II

Capital and Stock

ARTICLE FIVE. The Bank’s capital is$126,529,698,573,represented by one hundred eighty-four billion eight hundred two million sixty thousand six hundred ninety-threecommon shares, all without par value. The capital shall be modified annually of law, pursuant to Article 10 of Law No. 18,046, when the Regular Meeting of Shareholders approves the distribution of the revaluation of the capital stock for each fiscal year.

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

ARTICLE SIX. When a shareholder does not pay in a timely manner all or part of the value of the stock subscribed to by him, the Bank may: a) sell on a Securities Market, at the expense and risk of the shareholder in arrears, the number of shares required to pay down the unpaid balances and transfer expenses, reducing ownership to the number of shares remaining; b) nullify the subscription in whole or in part and reduce ownership to the number of shares effectively paid in, selling the remaining shares on a Securities Exchange; and c) pursue payment through ordinary or executory action on all the debtor’s assets.

ARTICLE SEVEN. The Bank does not recognize nor allow fractions of shares. In the event that one or more shares belong jointly to several persons, the co-owners are obligated to appoint an agent for all of them to act before the Bank.

ARTICLE EIGHT. A Registry shall be kept of all shareholders, noting the number of shares each holds and only such persons as appear registered in the Registry may exercise the rights of such.

The Bank is not responsible for deciding on the transfer of stock and shall register, without further ado, such transfers as are submitted to it, provided that they follow the minimum formalities specified by the Regulation.

ARTICLE NINE. In cases of usufruct, the stock shall be registered in the Shareholders Registry in the name of the owner and of the usufructuary, stating the existence, modalities and terms of the usufruct. Unless otherwise stipulated in the Law or by agreement, the owner and the usufructuary shall act by mutual consent before the Bank.

TITLE III

Management

ARTICLE TEN. The management of the Bank shall be performed by the Board of Directors, without prejudice to the authorities which legal, regulatory and statutory precepts reserve for the Meeting of Shareholders.

ARTICLE ELEVEN. The Board of Directors shall be comprised ofeleven members selected by the shareholders who may also electone alternate Director. The directors shall hold office for three years, may be reelected indefinitely and shall be completely renewed at the end of each period.

In its first meeting after the Regular Meeting of Shareholders, the Board of Directors shall elect from among its members a Chairman,a First Vice President and a Second Vice President¸ who shall also hold said positions for the Bank and the Meeting of Shareholders. The appointments shall be made by an absolute majority of all members of the Board of Directors, in a separate and secret vote. If no one were to obtain such

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

majority, the election will be repeated among those who obtained thethree greatest majorities, adding the blank votes to the person who obtained the greatest number of votes. In case of a tie the vote shall be repeated and if a tie were to occur again, there shall be a drawing. The Chairman,the First Vice President and the Second Vice President may be reelected indefinitely.

If one or more vacancies occur among full Directors, the Board of Directors, at its first meeting, shall proceed to appoint the replacement or replacements, who shall hold office until the next regular meeting of shareholders, at which the final appointment shall be made. The Director or Directors so appointed by the Meeting shall hold office only for such time remaining to be completed in the term of the replaced Director or Directors. Until the Board of Directors appoints the replacement or replacements, the alternate Director shall act as full director. In case of a vacancy in the position of alternate Director, the same procedure as described above shall be followed for the appointment of the replacement.

ARTICLE TWELVE. Directors shall be compensated for their duties; the amount of compensation shall be established annually by the Regular Meeting of Shareholders.

The Annual Report submitted for the information of the Regular Meeting of Shareholders, shall contain all compensation which the Directors have received during the respective fiscal year, including such as derives from functions or jobs other than the exercise of their position or for agency expenses, travel expenses, royalties and, in general, any other income. Such special compensation shall be presented in detail and itemized in the Report, assigning value to compensation that does not consist of money.

ARTICLE THIRTEEN. The Board of Directors represents the Bank in court and out of court, and for the achievement of its corporate objective, which shall not be necessary to prove to third parties, it is invested with all authorities of management and disposal which the Law or the Bylaws do not establish as exclusive of Meetings of Shareholders, without requiring any special power of attorney whatsoever, even for such acts or contracts as with respect to which the laws require such circumstance. The foregoing does not prevent the judicial agency of the Bank incumbent upon the General Manager, who is legally invested with the authorities established in both paragraphs of Article 7 of the Code of Civil Procedure and shall have a right to vote in Meetings of the Board of Directors, being liable with the members thereof for all decisions prejudicial to the Bank and the shareholders, when his divergent opinion is not contained in the Minutes.

The Board of Directors may delegate part of its authority to Managers, Assistant Managers or Attorneys of the Bank, to a Director or a committee of Directors, and for specifically determined objects, to other persons.

ARTICLE FOURTEEN. Meetings of the Board of Directors may take place with an absolute majority of full Directors and resolutions shall be adopted by

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

an absolute majority of attending Directors, except in such cases in which the Bylaws or the Law require a special quorum or majorities. Tied votes shall be broken by the vote of whoever chairs the meeting.

ARTICLE FIFTEEN. The Bank may only enter into acts or contracts in which one or more Directors have a personal interest or an interest as a representative of another person, when such transactions are known and approved by the Board of Directors and are in accordance with equitable conditions similar to prevailing market conditions. Resolutions in that regard adopted by the Board of Directors shall be reported to the next Meeting of Shareholders by the person who chairs such; it is necessary to cite this matter in the notification for the Meeting of Shareholders.

The authorization cited by Articles 2144 and 2145 of the Civil Code may only be agreed with the favorable vote of 2/3 of the Directors in office and shall be adopted with the exclusion of the person or persons involved. The same rule shall be applicable for the Bank to be able to contract with the General Manager, with the Managers and Assistant Managers, or with the spouses and relatives thereof up to the first degree of consanguinity or affinity.

ARTICLE SIXTEEN. The Board of Directors shall meet at least once a month. There shall be regular and special meetings of the Board of Directors. The former shall be held on dates predetermined by the Board of Directors itself. The latter shall be held when specifically called by the Chairman,sua sponte, or upon indication from one or more Directors, after decision made by the Chairman on the need for the meeting, unless it is requested by an absolute majority of Directors, in which case the meeting shall necessarily be held without a prior decision.

Only the matters specifically indicated in the notification may be handled in special sessions.

Notifications of meetings of the Board of Directors shall be made by certified letter sent to the addressed of each Director registered with the Bank, at least 5 days in advance of the date on which the Regular or Special Session should be held. The 5-day period shall be calculated from the date on which the letter is placed in the mail.

ARTICLE SEVENTEEN. Should a member of the Board of Directors cease to attend sessions for a 3-month period without permission or just cause, shall lose his position.

TITLE IV

The Chairman and Vice President

ARTICLE EIGHTEEN. The Chairman of the Bank, beyond the special authorities and obligations granted to him by legal, regulatory and statutory precepts, shall have the following authority:

a) To chair Meetings of the Board of Directors and Sessions of the Meeting of Shareholders;

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

b) To certify resolutions of the Board of Directors wherein the General Manager, Managers and Assistant Managers are appointed, and resolutions of the Board of Directors and the Meeting of Shareholders when necessary, without prejudice to the Meeting of Shareholders or the Board of Directors appointing another person to that end; and

c) To report to the next Meeting of Shareholders the opposition documented in the minutes of the Board of Directors’ meetings, of any Director who has thus sought to exempt himself from responsibility for any act or resolution by the Board of Directors.

ARTICLE NINETEEN. In case of an absence by or impediment of the Chairman of the Bank, he shall be replaced in his functions by theFirst Vice President and, in the absence thereof,by the second Vice President.

TITLE V

The General Manager

ARTICLE TWENTY. Beyond the authorities and duties he has as a factor and without prejudice to such authorities as the Board of Directors grants to other persons, the General Manager has the following authority:

a) To propose to the Board of Directors such measures to improve performance of the corporate business;

b) To propose the measures required for the adequate organization and functioning of the Bank;

c) To promote, foster and supervise the business of the Bank, issuing pertinent instructions to the Managers and Assistant Managers;

d) To direct and manage the Bank, as well as to resolve and undertake corporate business, all pursuant to the policies and guidelines agreed by the Meetings of Shareholders and the Board of Directors;

e) To organize the services and offices, the accounting and books of the Bank, to apply the Regulations and to monitor the preparation of the Balance Sheets and Profit and Loss Statements;

f) To implement the decisions of the Board of Directors and to act as Secretary thereof as well as Secretary of the Meetings of Shareholders, except if another person is specifically appointed for these positions;

g) To present to the Board of Directors, at the end of each year, the Bank’s General Balance Sheet;

h) To certify the resolutions of the Board of Directors and Meetings of Shareholders, when necessary, as well as to sign the certified and uncertified instruments corresponding to the acts or contracts agreed by such Bodies, without prejudice to the authority of the Board of Directors or the Meeting of Shareholders, as the case may be, to appoint another person. To prove the respective resolution, it shall be sufficient to insert a copy thereof in the certified document, certified by the authorized Notary that it agrees with the corresponding act;

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

i) To attend meetings of the Board of Directors, in whose deliberations he may take part, without a right to vote;

j) To report to the Board of Directors, in each regular session, all acquisitions or transfers of real or personal property, tangible or intangible;

k) The custody of the corporate books and records, and to assure that they be prepared with the regularity required by Law and the supplementary precepts thereof.

ARTICLE TWENTY-ONE. The Board of Directors may appoint one or more Managers or Assistant Managers, and their authorities and obligations shall be stated in the mandates granted to them to that end.

ARTICLE TWENTY-TWO. The General Manager may be replaced by such Bank Executives as the Board of Directors determines, and in the order of priority it indicates.

TITLE VI

Meetings of Shareholders

ARTICLE TWENTY-THREE. Shareholders shall meet in Regular or Special Meetings of Shareholders.

The former shall be held once yearly, on any day during the four months following the date of the Balance Sheet, to make decisions regarding the matters of which it should be aware without it being necessary to cite them in the respective notification.

[Special Meetings of Shareholders] may be held at any time, when so required by corporate needs, to decide on any matter which the Law or the Bylaws attribute to the Meeting of Shareholders and provided that such matters are indicated in the corresponding notification.

When a Special Meeting must decide on matters inherent to a Regular Meeting, the operation and resolutions thereof shall be subject, as pertinent, to the quorums applicable to the latter class of Meetings.

ARTICLE TWENTY-FOUR. The following are matters incumbent upon Regular Meetings:

1) Examination of the Bank’s position and the reports of the External Auditors, approval or rejection of the Management Report, the Balance Sheet and financial Statements and reports presented by Directors and Liquidators;

2) The distribution of each fiscal year’s profit and, especially, the distribution of dividends;

3) The selection or removal of full and alternate members of the Board of Directors, Liquidators, and management auditors; and

4) In general, any matter of corporate interest that is not inherent to a Special Meeting.

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

ARTICLE TWENTY-FIVE. The following are matters incumbent upon Special Meetings:

1) The dissolution of the Bank;

2) The transformation, merger or division of the Bank and amendment of its Bylaws;

3) The transfer of the Bank’s fixed assets and liabilities, or all its assets; and

4) Such other matters as are the responsibility or competency of the Meeting of Shareholders by Law or the Bylaws.

The matters cited in 1), 2) and 3) may only be agreed in a Meeting held before a Notary, who shall certify that the minutes are a true expression of what occurred and was agreed in the meeting.

ARTICLE TWENTY-SIX. Meetings of Shareholders shall meet on first notification, unless the Law or Bylaws establish greater majorities, with an absolute majority of the voting stock issued, and on second notification with such as are present or represented, regardless of the number thereof, and resolutions shall be adopted by an absolute majority of the voting shares present or represented.

Notices of the second notification may only be published once the Meeting of Shareholders to be held upon first notification has failed and, in any case, the new Meeting of Shareholders shall be called to be held within the 45 days after the date established for the Meeting not held.

Meetings of Shareholders shall be chaired by the Chairman of the Board or by whoever is performing his duties and whoever holds the position of secretary, if any, or in the absence thereof, the Manager shall act as such.

ARTICLE TWENTY-SEVEN. Resolutions of the Special Meeting of Shareholders shall require the affirmative vote of 2/3 of voting shares issued when related to the following matters:

1) The division of the Bank and its merger with another;

2) The dissolution of the Bank;

3) A change in corporate domicile;

4) A reduction in the capital stock;

5) A change in the authorities reserved for the Meeting of Shareholders or the limitations of the authorities of the Board of Directors;

6) The transfer of the Bank’s assets and liabilities or all of its assets;

7) The method of distributing corporate profits; and

5) [sic] Any others as indicated in the bylaws.

ARTICLE TWENTY-EIGHT. The Board of Directors may only be removed as a whole by a Regular or Special Meeting of Shareholders, and as a result, the individual or collective removal of one or more of its members shall not be allowed.

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

ARTICLE TWENTY-NINE. Only the holders of stock registered in the Shareholders Registry 5 days in advance of the date on which the respective Meeting is to be held may participate in the Meetings and exercise their rights to speak and vote.

ARTICLE THIRTY. In elections made in the Meetings of Shareholders, each shareholder shall have one vote per share he holds or represents and may accumulate his votes in favor of a single person or distribute them in the manner he deems appropriate, and those who in a sole and single election win the greatest number of votes shall be declared elected, until the number of persons who must be elected is reached.

ARTICLE THIRTY-ONE. In the elections that must be made in the Meetings of Shareholders, shareholders shall vote on ballots signed by them, stating whether they are doing so on their own behalf or as proxies. The Chairman, when the count is made, shall read the votes allowed such that all those present may calculate the votes by themselves and may prove the truth of the result.

The provisions of the preceding paragraph do not prevent that by unanimous agreement of the shareholders present with a right to vote, voting be dispensed with and the election take place by acclamation.

TITLE VII

The Balance Sheet and Other Financial Statements and

Records

ARTICLE THIRTY-TWO. On December 31 of each year the Bank shall prepare a General Balance Sheet.

The Board of Directors shall submit for the consideration of the Regular Meeting of Shareholders a reasoned Management Report on the position of the Bank in the last fiscal year, accompanied by the General Balance Sheet, the Statement of Profit and Loss and the report submitted by the External Auditors. All these documents shall clearly reflect the equity position of the company at the close of the fiscal year and the profits earned or the losses suffered.

The Management Report shall include as an appendix a truthful summary of the comments and proposals made by shareholders who hold or represent 10% or more of the voting stock issued, related to the course of corporate business and provided that such shareholders so request.

Likewise, all information sent by the Board of Directors to the shareholders in general, based on the calling of the Meeting, requests for powers of attorney, reasoning for its decisions or other similar matters, shall include pertinent comments and proposals made by the shareholders cited in the previous paragraph.

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

ARTICLE THIRTY-THREE. The Bank shall publish the Balance Sheet, the Statement of Profit and Loss and such other information as determined by the Superintendency of Banks and Financial Institutions, in a wide-circulation newspaper in the place of the corporate domicile, under the terms and conditions established in paragraph two of No. 4 of Article 65 of the General Banks Act.

If the Balance Sheet and Statement of Profit and Loss are altered by the Meeting of Shareholders, the changes shall be published in the same newspaper where such documents were published pursuant to the first paragraph, within 15 days of the Meeting of Shareholders.

TITLE VIII

Dissolution and Liquidation

ARTICLE THIRTY-FOUR. The Bank shall not record, without approval from the Superintendency of Banks and Financial Institutions, the transfer or conveyance of stock leading to the dissolution of the bank, because all the company’s stock would become the property of a single person.

ARTICLE THIRTY-FIVE. When dissolution occurs because all the stock is in the possession of a single person, or for any reason contained in the Bylaws, the Board of Directors shall document these events in a certified document within a period of 30 days from the occurrence thereof, and an extract thereof shall be recorded and published in the manner stipulated in Article 28 of the General Banks Law.

When dissolution derives from a revocation decision by the Superintendency, the Board of Directors shall cause this circumstance to be noted in the margin of the company’s registration and publish notification thereof one time in the Official Record, reporting this circumstance.

Once 60 days have elapsed following the occurrence of the aforementioned events without the formalities established in the preceding paragraphs having been completed, any Director, shareholder or interested third party may perform them.

Failure to comply with the requirements established in the preceding paragraphs shall cause the company’s Directors to be jointly and severally liable for such damages and injuries as are caused by such noncompliance.

ARTICLE THIRTY-SIX. In case of dissolution of the Bank, it shall be liquidated by a liquidating committee appointed by the Meeting of Shareholders, without prejudice to the authorities granted by Law to the Superintendency of Banks and Financial Institutions. Except upon unanimous decision otherwise by the voting stock issued, the liquidating committee shall be comprised of the liquidators.

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

The Liquidators may not take office unless all the formalities that the Law indicates for the dissolution of the company have been performed. Meanwhile, the last Board of Directors shall continue to manage the Bank.

The liquidating committee shall appoint a Chairman from among its members, who shall represent the Bank in court and out.

TITLE IX

Jurisdiction

ARTICLE THIRTY-SEVEN. Any difference that occurs among the shareholders in their capacities as such, or between them and the Bank or its Administrators, either during the life of the company or during the liquidation thereof, based on or by reason of the existence, validity, application, interpretation, performance, scope or nullity of the articles of incorporation, shall be sent precisely and necessarily for a decision by a general arbiter, who shall decide pursuant to the law and shall have the authorities of an arbitrator in terms of the procedure. The arbiter shall be appointed by the parties by joint agreement and, in the absence thereof, the Ordinary Courts of Justice of Santiago; in the latter case, he shall have the authorities of a legal arbiter and his appointment shall befall a person who has acted as an attorney authorized to practice before the Honorable Court of Appeals of Santiago and the Honorable Supreme Court, for a period of no less than one year. A lack of agreement shall be assumed based on the request that either party makes to the Courts of Justice, requesting the appointment of an arbiter.

TRANSITIONAL ARTICLES

FIRST TRANSITIONAL ARTICLE. The Series B stock issued pursuant to the resolution of the Special General Meetings of Shareholders held on December 10, 1985 and October 20, 1986, constitute a series of preferred or privileged stock created in virtue of the provisions of Article 10 of Law No. 18,401. The privilege or preference of this stock consists in the right to receive dividends charged to the surpluses of each corporate fiscal year that transpires while the subordinated obligation cited in Article 15 of Law No. 18,401, added by Law No. 18,818, subsists. The dividend pertaining to the Fiscal Year corresponding to 1991 and subsequent years, shall be at most equal to 95.08% of 7.7% of the annual surplus, while the same number of currently-existing Series “B” stock subsists.

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

The Series B stock that is not fully paid in shall be considered only in the portion paid in when calculating the aforementioned proportion. For the calculation of surpluses, the instructions of the Superintendency of Banks and Financial Institutions shall be followed. The aforementioned preferred stock shall become common stock, the distinction between Series A and Series B stock ending when Banco Concepción has fully paid in the aforementioned subordinated stock, or if it for any reason ceases to have such obligation.

SECOND TRANSITIONAL ARTICLE. While the balance of the price for the purchase and sale of Banco Concepción’s four billion five hundred seven million seven hundred ninety-two thousand nine hundred two Series B shares, sold by Corporación de Fomento de la Producción to Sociedad Nacional de Minería (SONAMI) is pending payment, the following conditions will remain in effect.

a) Limit the Bank’s financial obligation and investments in private mining to 20% of the total of the former, without prejudice to such rules on asset portfolio risks and credit concentration as may be issued by the Superintendency of Banks and Financial Institutions. Excluded form this limitation are financial sources specifically allocated to the mining sector by credit or domestic or national promotion institutions, provided that the Bank does not assume responsibility. In any case, the margin may be increased upon authorization from the Superintendency of Banks and Financial Institutions.

b) An essential principle of the Bank’s general management policy shall be that the Board of Directors and the Credit Committee may only undertake such transactions as have previously been assessed favorably by the General Manager or by whoever substitutes for or replaces him.

THIRD TRANSITIONAL ARTICLE.The Bank’s current capital of $126,529,698,573, as indicated by Article Five of these Bylaws, was established in a Special Meeting of Shareholders on September 25, 2000, and has been and will be subscribed to and paid in as follows:

a) The capital stock as decided in the Special Meeting of Shareholders dated July 18, 1996, whose minutes were certified on August 9, 1996, in the Notary Office in Santiago of Mr. Kamel Saquel Zaror, which bylaw amendment was approved by the Superintendency of Banks and Financial Institutions by Resolution No. 151 dated October 15, 1996, the Certificate of such Resolution having been recorded at folio 26,089, number 20,214 in the Commercial Registry of the Real Property Registry of Santiago of 1996, and published in the Official Register on October 21, 1996, amounted to the sum of $82,164,864,617, represented by 25,660,880 common Series A shares; 4,584,705,850 preferred or privileged Series B shares; and 58,013,671,653 preferred or privileged Series C shares, all without

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

par value. Of such capital stock agreed, the amount of $24,151,192,954 corresponds to the subscribed and paid-in capital pursuant to the general balance sheet on December 31, 1995, approved in a Regular Meeting of Shareholders held on April 17, 1996, and the amount of $58,013,671,653 corresponds to the increase in capital agreed to be paid in during the Special Meeting of Shareholders of July 18, 1996, through the issuance of 58,013,671,653 Series C preferred payment shares;

b) Of the increase in capital agreed in the Special Meeting of Shareholders dated July 18, 1996, 2,434,818,790 shares were definitively subscribed to and paid in within the term established therefore, by which the agreed increase in capital resulted in the amount of $2,434,818,790, considering the stock placed at the minimum value of $1, established in the special meeting that agreed such increase in capital. Likewise, the remainder of 55,578,852,863 Series C shares issued were delivered in payment to the Central Bank of Chile to extinguish the Subordinated Obligation held by this Bank with the Issuing Institution, which considered at the minimum value of $1 established by the Special Meeting of Shareholders, gives a total of $55,578,852,863;

c) The placement of the stock covered by such increase in capital, including the dation in payment made to the Central Bank of Chile, was made at 0.000085821Unidades de Fomento for each share, which leads to an increased value in the placement amounting to the sum of $8,506,918,623, regarding which pursuant to Article 26 of Corporations Law (Ley sobre Sociedades Anónimas) No. 18,046, capitalization thereof was agreed in a Special Meeting of Shareholders dated March 24, 1997;

d) In a Special Meeting of Shareholders dated March 24, 1997, the capital stock was reduced by the amount of $66,520,590,276, in virtue of the payment of the Subordinated Obligation to the Central Bank of Chile made on February 14, 1997, reducing it to the amount of $24,151,192,954;

e) In a Special Meeting of Stockholders on March 24, 1997, a decision was taken to increase the capital stock by the amount of $41,629,790,434, though the issuance of 36,018,097,341 common series A stock with no par value issued in exchange for valuable consideration. Of this increase in capital, the amount of 35,085,311,015 shares were subscribed to and paid in, wherefore that capital increase agreed resulted in the sum of $40,551,674,094, considering the stock placed at its unit price of 0.000085821Unidades de Fomento and estimating the value of such unit at March 24, 1997, with the amount of 932,786,326 shares, representing $1,078,116,340, having not been subscribed to or paid in, and by which amounts the capital and the number of shares issued were reduced in the Special Meeting of Stockholders dated September 25, 2000. Given that the placement of stock covered by this increase in capital was made at 0.00085821Unidades de Fomento for each share, a greater amount was obtained in the placement amounting to $669,731,533, regarding which pursuant to Article 26 of Corporations Law (Ley sobre Sociedades Anónimas) No. 18,046, capitalization thereof was agreed in a Special Meeting of Stockholders dated

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

December 22, 1998, the amount of $773,839,478 for the increased value obtained in that placement pending capitalization.

f) In a Special Meeting of Shareholders dated December 22, 1998, a decision was taken to increase the capital stock by the amount of $46,283,000,000, through the issuance of 665,561,651,170 common Series A stock with no par value issued in exchange for valuable consideration. Of this increase in capital, the amount of 52,829,378,664 shares were subscribed to and paid in, wherefore that agreed capital increase resulted to date in the sum of $36,734,397,205, considering the stock placed at its unit price of 0.00004736286Unidades de Fomento and estimating the value of such unit at December 22, 1998. Given that the placement of stock covered by this increase in capital was made at 0.00004736586Unidades de Fomento for each share, a greater amount was obtained in the placement to date, amounting to the sum of $593,154,568, regarding which pursuant to Article 26 of Corporations Law (Ley sobre Sociedades Anónimas) No. 18,046, capitalization thereof was agreed in a Special Meeting of Shareholders dated September 25, 2000, with the amount of the increased value obtained with the last installment of this capital increase pending capitalization.

g) In a Special Meeting of Shareholders dated September 25, 2000, it was agreed to partially nullify the increase in capital approved in a Special Meeting of Shareholders dated December 22, 1998, and it was agreed to reduce the capital stock by the amount of $27,472,188, representing 39,508,982 common shares which are deducted from the total number of shares issued. This amount corresponds to the part not subscribed to of the increase in capital approved in the aforementioned Special Meeting of Shareholders, it being reduced to the amount of $111,401,501,868, represented by 164,231,491,583 common shares with no par value.

h) In a Special Meeting of Shareholders dated September 25, 2000, a decision was taken to increase the capital stock in the amount of $15,128,196,705, through the issuance of 20,570,569,107 common shares issued in exchange for valuable consideration with no par value. Payment of these shares shall be made in cash and the Board of Directors may issue and place them in on one or more occasions at a price of no less than the national currency equivalent of 0.00004736286Unidades de Fomento on the date of effective payment. The stock shall be offered, on a prorated basis, to current shareholders whose names are registered in the Shareholders Registry on the fifth business day prior to the date of publication of the subscription option. Such stock as is not subscribed to at that time and the stock corresponding to options waived by shareholders with a right to subscribe to it, as well as such fractions of shares as occur by prorating among shareholders, may be offered to shareholders who state in writing their desire to acquire them, in proportion to the number of Bank shares which they hold on the day the preferred option commences. Such shares corresponding to fractions of shares as result from applying this procedure, shall be sold directly to the shareholders who state in writing their interest in acquiring them. The Board of Directors is broadly authorized to issue

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[stamp:] MARTIN VAZQUEZ CORDERO D.P. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO

and place the stock in such manner as it determines, but pursuant to the decisions made by the Meeting of Shareholders. The proceeds obtained from the placement of the stock shall be used to enable the commercial expansion of the Bank’s traditional areas of business; to engage in complementary businesses as authorized in the General Banks Law, and to adjust its capital basis to the requirements contained in banking law. The increase in capital shall be subscribed to and paid in within a term of 3 years calculated from September 25, 2000.

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NOTARY PUBLIC OFFICE

[logo]

MUSALEM

	[2 stamps:]	MARTIN VAZQUEZ CORDERO D.P.
		ALTERNATE NOTARY
		48TH NOTARY PUBLIC OFFICE OF SANTIAGO
		[initials]
MG. REGISTRY No. 13,541/2002		40-892-11

RECORD OF EXTRACT, PUBLICATION AND REGISTRATION

OF AMENDMENT TO THE BYLAWS OF

“CORPBANCA”

********************

Record of Extract, Publication and Registration of Amendment to the Bylaws of “CORPBANCA.” Consists of 4 pages. Requested by Corpbanca.

Santiago, November 27, 2002

[stamp:] I AUTHORIZE AS ALTERNATE NOTARY PURSUANT TO DECREE No. [handwritten:] 554/2002 [illegible]. APPEALS COURT SANTIAGO AND ART. 402, PAR. [illegible] C.O.T. SANTIAGO [stamp:] 29 NOV. 2002

	NOTARY PUBLIC
[stamp:]	MARTIN VAZQUEZ CORDERO E.
	ALTERNATE NOTARY
	48TH NOTARY PUBLIC OFFICE OF SANTIAGO
	[initials]

1

[cut off notary stamp]
SUPERINTENDENCY OF BANKS	REGISTRY No. 13.541
[handwritten:] 13,541
AND FINANCIAL INSTITUTIONS
SANTIAGO, CHILE	[stamp:]    NOV. 27, 2002
—————

EXTRACT OF AMENDMENT TO BYLAWS OF CORPBANCA

I certify that pursuant to Resolution No. 107, dated October 15, 2002, the amendment introduced to the bylaws of Corpbanca, agreed in the Special Stockholders’ Meeting held on September 13, 2002, whose minutes were certified on October 4, 2002, in the Notary Public Office in Santiago of José Musalem Saffie, was approved.

Extract of the amendment

Several changes were made to the capital stock, wherefore the authorized capital totals $262,766,634,641, represented by 226,909,290,577 common shares with no par value.

Santiago, [stamp:] OCTOBER 15, 2002
	[signature]
[stamp:] ENRIQUE MARSHALL RIVERA
	SUPERINTENDENT OF BANKS
	AND FINANCIAL INSTITUTIONS

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[cut off notary stamp] LR/MB No. 22524	REAL PROPERTY REGISTRAR OF SANTIAGO	Folio: 27765
AMENDMENT CORPBANCA Rep.: 23746 C: 235407	Santiago, October fifteenth of the year two thousand two. At the request of German Gonzalez, I proceed to record the following: I certify that by Resolution number one hundred seven, of October fifteenth of two thousand two, the amendment made to the bylaws of Corpbanca, resolved in the Special Stockholders’ Meeting held on September thirteenth of two thousand two, whose minutes were certified on October fourth of two thousand two, in the Notary Public Office in Santiago of Mr. José Musalem Saffie, was approved. Extract of the amendment: Several changes were made to the capital stock, by which the authorized capital totals two hundred sixty-two billion seven hundred sixty-six million six hundred thirty-four thousand six hundred forty one pesos, represented by two hundred twenty-six billion nine hundred nine million two hundred nine thousand five hundred seventy-seven common shares without par value. Santiago, OCTOBER fifteenth two thousand two. There is an illegible signature ENRIQUE MARSHALL RIVERA Superintendent of Banks and Financial Institutions. Noted in the margin of the record on folio 13685 number 6762 of the year 1980. The extract covered by the present registration is added to the end of the current Commercial bimonthly record. L. Maldonado C. I CERTIFY THAT THE PRECEDING RECORD CONFORMS TO ITS ORIGINAL IN THE COMMERCIAL REGISTRY. Santiago, Thursday, October 17, 2002, Fees: $2,300.

[stamp:] LUIS MALDONADO CROQUEVIELLE
	REAL PROPERTY AND COMMERCIAL REGISTRAR
	SANTIAGO, CHILE
	[initials]

3

[cut off notary stamp]

REAL PROPERTY REGISTRY

COMMERCIAL REGISTRY

SANTIAGO – CHILE

Extract [handwritten:] Amendment of Corpbanca Bylaws authorized on: [handwritten:] October 4, 2002 before Notary [handwritten:] José Musalem Saffie approved by the Superintendency of Banks and Financial Institutions Resolution No. [handwritten:] 107 dated [handwritten:] October 15, 2002, noted in the Registry under No. [handwritten:] 23746 recorded at folio [handwritten:] 27765 No. [handwritten:] 22524 in the Commercial Registry of the year [handwritten:] 2002 and noted in the margin of folio [handwritten:] 13685 No. [handwritten:] 6762 of the year 1980.

The extract is attached to the end of this bimonthly record.

Santiago, [handwritten:] October 15, 2002

Fees: $ [handwritten:] 264,100

[stamp:] LUIS MALDONADO CROQUEVIELLE
	REAL PROPERTY AND COMMERCIAL REGISTRAR
	SANTIAGO, CHILE
	[initials]

Morandé 440 Santiago

Comercio@conservador.cl

p5

[handwritten:] $266,400

4

[cut off notary stamp]

OFFICIAL REGISTER OF THE REPUBLIC OF CHILE

Thursday, October 17, 2002 No. 37,385

Superintendency of Banks and

Financial Institutions

EXTRACT OF THE AMENDMENT TO THE BYLAWS OF CORPBANCA

I certify that pursuant to Resolution No. 107, dated October 15, 2002, the amendment introduced to the bylaws of Corpbanca, agreed in the Special Stockholders’ Meeting held on September 13, 2002, whose minutes were certified on October 4, 2002, in the Notary Public Office in Santiago of José Musalem Saffie, was approved.

Extract of the amendment

Several changes were made to the capital stock, by which the authorized capital amounts to the sum of $262,766,634,641, represented by 226,909,290,577 common shares with no par value.

Santiago, October 15, 2002. Enrique Marshall Rivera, Superintendent of Banks and Financial Institutions.

[stamp:]

I certify that the report attached to this document corresponds to the notice published in Official Registry No. [handwritten:] 37385 of [handwritten:] October 17, 2002.

SANTIAGO, [stamp:] 27 NOV. 2002

[stamp:]

I AUTHORIZE AS ALTERNATE NOTARY PURSUANT TO DECREE

No. [handwritten:] 554/2002 [illegible]. APPEALS COURT SANTIAGO

AND ART. 402, PAR. [illegible] C.O.T.

SANTIAGO [stamp:] 29 NOV. 2002

[stamp:] MARTIN VAZQUEZ CORDERO E. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

[stamp:]

I certify that at the request of

[handwritten:] Corpbanca

I recorded this document

under No. [handwritten:] 13,541 at the end

of my Current Registry of

Certified Documents

[handwritten:] 3 SANTIAGO [stamp:] 27 NOV. 2002 R.

[stamp:]

I AUTHORIZE AS ALTERNATE NOTARY PURSUANT TO DECREE

No. [handwritten:] 554/2002 [illegible]. APPEALS COURT SANTIAGO

AND ART. 402, SECTION. 4 C.O.T.

SANTIAGO [stamp:] 29 NOV. 2002

[stamp:] MARTIN VAZQUEZ CORDERO E. ALTERNATE NOTARY 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

5

CORPBANCA	CORPBANCA
No.00486	Instrument No.	Shares
Santiago, on the                                                                                Shares Owner:                                                Instrument Date:                                  I received Instrument No.	Authorized by Supreme Decree of September 6, 1871. Document of August 7, 1971, before the Notary of Concepción, Mr. Nicolas Peña. Recorded in the Commercial Registry of Concepción of 1871 at folio 35 under No. 8, and in the Commercial Registry of Santiago of 1980, at folio 13685 No. 6762.
	Capital divided into 226,909,290,577 common shares with no par value.
	We certify that
	Is the owner of
__________________	shares of CORPBANCA, registered in the Stockholders’
	Registry under No.
	Santiago, on
___________                     ________ General Manager                 President [illegible] [stamp:] VOID	______________________                                       ____________________ General Manager                                          President [stamp:] VOID

No. 00486

6

Exhibit 2.A.2

[certificate marked “UNUSED”]

CORPBANCA	CORPBANCA
No.	Certificate No.	Shares
Santiago,                            [DATE]                                                Shares Owner:                                                Date of certificate:                          I received certificate no.	Authorized by Supreme Decree of September 6, 1871. Public instrument of August 7, 1871, before Notary of the City of Concepción Mr. Nicolás Peña. Registered in the Commercial Registry of the City of Concepción of 1871 at folio 35 under No. 8 and in the Commercial Registry of the City of Santiago in the year 1980, at folio 13685 No. 6762.
	Capital divided into 226,909,260,577 ordinary shares, no par value.
_______________________	We certify that
Signature	is the owner of
	shares of CORPBANCA, registered in the shareholders’
	ledger under no.
	Santiago,                                                 [DATE]
____________                __________ Chief Executive                 President Officer	______________________                                 ____________________ Chief Executive Officer                                          President

Exhibit 4.A.1

SYSTEMS OPERATIONS SERVICES

AGREEMENT

BY AND BETWEEN

CORPBANCA

AND

IBM DE CHILE S.A.C.

IBM

[initials]

SYSTEMS OPERATIONS SERVICES AGREEMENT

BY AND BETWEEN CORPBANCA AND IBM DE CHILE S.A.C.

Table of Contents and Appendices

This Agreement includes the following Clauses and Appendices:

Representations
1.0 Definitions	5
2.0 Life of the Agreement	11
3.0 Conflicts	11
4.0 Contract Management	11
4.1 Relationship between the Parties	11
4.1.1 Contract Management	11
4.1.2 Project Committee	11
4.1.3 Executive Committee	12
4.1.4 Dispute Review and Resolution	12
4.1.5 Continuity of Performance	13
4.04 Personnel	14
4.05 Procedures Manual	15
4.06 Changes	15
4.07 Reports	15
4.08 Meetings	16
5.0 Services	17
5.01 Description of the Services	17
5.02 Transition of Services	17
5.03 Programs (Software)	17
5.04 Machines (Hardware)	17
5.05 Acquired Assets	19
5.06 Agreements	19
5.07 Required Authorizations	19
6.0 Charges, Credits and Payments	20
6.01 Charges	20
6.02 Credits	21
6.03 Payments	21
6.04 New Services	23
6.05 Taxes	23
7.0 Renewal and Termination	23
7.01 Renewal	23
7.02 Termination for Convenience	24
7.03 Termination for Breach	24
7.04 Temporary Extension of Services	25
7.05 Transfer Assistance	25
7.06 Other Rights at Expiration or Termination	26
8.0 Confidential Information	26
9.0 Intellectual Property Rights	29
10.0 Indemnification	29
11.0 Limits of Liability	32
12.0 Guaranties	32
13.0 General	33
13.01 Assignments and Binding Nature	33
13.02 Audits	33
13.03 Data Privacy	35
13.04 Environment	36
13.05 Facilities	36
13.06 Force Majeure	37
13.07 Freedom of Action	37
13.08 Geographic Scope of Services	38
13.09 Applicable Law and Jurisdiction	38
13.10 Risk of Loss	38
13.11 Joint Verification	38
13.12 Prescription	38
13.13 Amendments	39
13.14 Notices and Approvals	39
13.15 Confidentiality of this Contract and Pub	40
13.16 Contractual Relationship	40
13.17 Resale	40
13.18 Service Recipients	40
13.19 Severability	41
13.20 Subsistence	41
13.21 Third Party Beneficiaries	41
13.22 Arbitration	41
13.23 Forbearance	42
13.24 Transitional Clause	42

	Page 2
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

Appendices

Appendix	Title
A.1	Services and Support
A.2	Midrange Services for DEC, HP, SUN, Novell and Apple Platforms
A.3	Midrange Services for AS/400 and MS Windows NT Platforms
A.4	Data Network
A.5	Workstations
A.6	XEROX Contract Management Services
A.7	Space for Printing
B	Service Levels
C	Charges
D	Transition
E	Projects
F	Software (Programs)
G	Machines
H	Human Resources and Subcontractors
I	Acquired Assets
J - Z	Intentionally Omitted

	Page 3
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

In Santiago, Chile, on March 30, 2001, by and between CORPBANCA, Sociedad Anónima Bancaria, RUT No. 97.023.000-9, represented, as it shall be proved, by its General Manager Mr. Jorge Selume Zaror, a commercial engineer, a Chilean national, married, National Identification Card No. 6.064.619-8, both domiciled at Calle Huérfanos No. 1072, community and city of Santiago, Chile, hereinafter also “THE BANK” or “CORPBANCA,” party of the first part; and the party of the second part, IBM DE CHILE S.A.C., RUT No. 92.040.000-00, represented, as shall be proved, by its General Manager of Professional Services Mr. Rafael Guzmán González, a Chilean national, a civil engineer, National Identification Card No. 7.542.683-6, and by its Administrative and Financial Manager Mr. Gabriel Gimenez, an Argentine national, married, with Alien Registration Card No. 14.698.569-6, all domiciled at Calle Providencia No. 655, community of Providencia, city of Santiago, Chie, hereinafter also “IBM,” who have agreed the following agreement for the provision of services, hereinafter “THE AGREEMENT,” subject to the stipulations indicated below:

REPRESENTATIONS AND OBJECTIVE:

CORPBANCA represents through its representative that:

1. It is a bank joint-stock company established pursuant to Chilean law.

2. Its representative has the authorities required to enter into these types of acts, which have not been revoked from him or modified in any manner whatsoever, as is proved with the Minutes of Board of Directors Meeting No. 96/121 held on May 15, 1996, certified on May 29, 1996 by the Notary Public of Santiago Mr. Gonzalo de la Cuadra Fabres.

3. For all the legal effects of this Agreement, it indicates as its domicile that located in Santiago, Calle Huérfanos No. 1072, community of Santiago.

IBM represents through its representative that:

1. It is a commercial law company established pursuant to Chilean law through a Certified Document dated September 30, 1961, executed before Mr. Javier Echeverría Vial, Notary Public of Santiago, and recorded in the Commercial Registry of Santiago, Folio 656 No. 318 of 1962.

2. That its representatives have sufficient authorities to enter into this type of act, which have not been revoked from them or modified in any manner whatsoever, as proved with the Certified Document dated August 25, 2000, executed before Mr. Sergio Rodríguez Garcés, Notary Public of Santiago.

3. For all the legal effects of this Agreement, it indicates as its domicile that located in Santiago, Avenida Providencia No. 655, community of Providencia.

OBJECTIVE OF THE PRESENT AGREEMENT

The objective of the present agreement is the contracting of IBM by CORPBANCA, of Computer System Operations Outsourcing services for CORPBANCA and its affiliates and related companies listed in Clause 13.18 of this agreement as Service Recipients.

	Page 4
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

As described in the aforementioned Appendices, the services shall be provided from IBM’s facilities and shall cover the areas cited below:

A) Midrange Services for AS/400 and MS Windows NT Platforms

• Operations, Administration and Technical Support Services

• Services to Control Production performed by CORPBANCA staff under IBM’s supervision

• Database Administration Services provided by IBM

B) Midrange Services for DEC, HP, SUN, Novell and Apple Platforms

• Operations, Administration and Technical Support Services performed by CORPBANCA personnel under IBM’s supervision

• Services to Control Production performed by CORPBANCA staff under IBM’s supervision

• Database Administration Services performed by CORPBANCA staff by IBM under IBM’s supervision

C) Data Network Services

• Management of the links provided by CORPBANCA for interconnection of CORPBANCA’s Corporate Network with IBM’s SDC.

In addition, IBM shall provide or make the following services or elements available:

• Transition process to perform the services from their current state of operations to the mixed services model

• Administration of the printing services agreement between CORPBANCA and XEROX as described in Appendix J.

• Physical space at IBM for the installation and execution of the printing and printout separation service.

• Workstations in IBM’s building for 30 employees of CORPBANCA who will perform work on both SDC and operational continuity.

1.0 Definitions

For all the effects of the present Agreement and except as otherwise expressly stipulated, the following terms have the meanings established below:

Acquired Assets means those machines, equipment, apparatuses, devices and accessories that appear in Appendix I.

Temporary Increase in Service has the meaning established in Clause 7.04 (Renewal and Termination) of this Agreement.

Appendices means the Appendices and the Supplements thereto expressly stated in this Agreement, which form an integral part hereof.

Transfer Assistance has the meaning established in Clause 7.05 (Renewal and Termination) of this Agreement.

Required Authorizations means any permit or authorization required for IBM, its Affiliated Companies and Subcontractors, to obtain the right or a license to use, execute, reproduce, display on screen, perform, distribute copies or change (including the creation of Derivative Works) for any service, product, program, material, information or facilities that IBM may use or such as it may have access to provide the Services in virtue of this Agreement.

	Page 5
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

CORPBANCA means CORPBANCA and its affiliated and related companies indicated in Clause 13.18.

Monthly Service Charge orCMS means the fixed periodic charge that IBM charges CORPBANCA for the provision of the Services, including the number of Resource Units established under the Baseline as defined in Appendix C.

Additional Resource Charge orCRA means the charge as stipulated in Clause 6.01, to CORPBANCA for the additional use by CORPBANCA of Resource Units (UR’s) in an express Baseline. Appendix C (Charges) contains the reference amounts for CRA’s, the calculation of which shall be governed by the procedure established in paragraph b) of Clause 6.04.

Case of Force Majeure has the meaning established in Clause 13.06 (Force Majeure) of this Agreement.

Assignor has the meaning established in Clause 9.0 (Intellectual Property Rights) of this Agreement.

Joint Advisory Committee has the meaning established in Clause 4.02 (Joint Advisory Committee) of this Agreement.

Required Consents means all the approvals and agreements required to grant IBM, its Affiliated Companies and its Subcontractors authorized by CORPBANCA, the right to execute, reproduce, exhibit, interpret, distribute copies and modify (including the creation of Derivative Works) all services, products, programs, materials, information or facilities that IBM might use or those to which it might have access to provide the Services pursuant to this Agreement.

Agreement means the present Systems Operations Services Agreement and its appendices signed on the Agreement Start Date by CORPBANCA and IBM.

BANKAgreements with Third Parties means the written agreements that appear in Appendix J (Agreements) according to which CORPBANCA receives or has a right to use programs (software), machines (hardware) or services.

Credit for Reduction in Resources orCRR means the reduction in the CMS, as established in Appendix C (Charges), for the nonuse by CORPBANCA of a Resource Unit or the use of one below the corresponding Baseline.

CORPBANCA Data means any information related to a specific person (Personal Data) that IBM processes in behalf of CORPBANCA during the provision of the services. CORPBANCA Data exclude the Personal Data:

1. Processed by IBM for any reason other than the provision of the Services by IBM;

2. Processed by IBM by reason of its relationship with its clients (including CORPBANCA and its Affiliated Companies) in general; and

3. Related to IBM employees, its Affiliated Companies or its Subcontractors.

Defense has the meaning established in Clause 10.0 (Indemnification) of this Agreement.

	Page 6
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

Discloser has the meaning established in Clause 8.0 (Confidential Information) of this Agreement.

Dollar (US$), the legal currency of the United States of America.

Project Executive has the meaning established in Clause 4.1 (Project Executives) of this Agreement.

Affected Employees means the persons specified in Appendix H (Human Resources and Subcontractors).

Affiliated Company means any entity that controls, is controlled by, or is partially controlled by IBM or CORPBANCA. The term “control,” for the effects of the present Agreement, means direct or indirect ownership of more than fifty percent of the voting stock of a given entity.

Temporary Extension of Services has the meaning established in Clause 7.04 (Renewal and Termination) of this Agreement.

CMS Invoice has the meaning established in Clause 6.01 (Charges) of this Agreement.

CRA Invoice has the meaning established in Clause 6.01 (Charges) of this Agreement.

Agreement Start Date is April 1, 2001, at 00:00:01, without prejudice to the fact that the services commenced on December 20, 2000, as contained in the authorization letter from CORPBANCA of the same date.

Payment Date has the meaning established in Clause 6.03 (Payment) of this Agreement.

Agreement End Date is April 15, 2006, at 23:59:59.

Defense Expenses means the reasonable legal fees incurred by the Indemnified Party to defend a claim subject to indemnification, under the terms of Clause 10.0 (Indemnification) of this Agreement.

IBM means IBM de Chile S.A.C.

Confidential Information has the meaning established in Clause 8.0 (Confidential Information) of this Agreement.

Residual Information has the meaning established in Clause 8.0 (Confidential Information) of this Agreement.

Facilities means any location:

1. Which belongs to CORPBANCA or is leased or used by CORPBANCA under any title, which IBM may use to provide the Services; and

2. Which is specified in Appendix I (Facilities).

	Page 7
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

Baseline means the number of Resource Units included in the CMS, as established in Appendix C.

Procedures Manual means the manual (electronic or printed) that describes the operating processes and procedures that govern the provision of the Services.

Machines (Hardware) means, collectively, CORPBANCA Machines and Service Machines.

CORPBANCA Machines means the machines that are:

1. The property of or leased by CORPBANCA on the Agreement Start Date or thereafter.

2. Used by IBM to provide the Services; and

3. Are specified in Appendix G (Machines).

Service Machines means the machines that are the property of or leased by CORPBANCA or its Affiliated Companies made available to IBM by CORPBANCA to provide the Services. The Service Machines located at the Facilities are listed and identified as Service Machines in Appendix G (Machines).

Materials means any written work or work subject to copyrights (such as programs, program printouts, programming tolls, documentation, reports, diagrams and similar works) development by IBM or IBM and CORPBANCA jointly, pursuant to this Agreement, which IBM delivers to CORPBANCA as part of the Services, which are not available through licensing agreements from program providers (including the IBM Product License Agreements). The Materials do not include the underlying works or other authored works on which such Materials are based.

Hazardous Material means any substance or material classified or considered hazardous or toxic by current law.

Service Levels means the criteria for delivering the service established or to be established by joint agreement for the Services, as specified in Appendix B (Service Levels).

New Services has the meaning established in Clause 6.4 (New Services) of this Agreement.

Derivative Work means a work based on one or more preexisting work, including a condensation, transformation, translation, modification, expansion or adaptation that, if performed without authorization from the owner of the copyright of such preexisting work, would constitute a violation of the copyright pursuant to applicable law.

Other Products has the meaning established in Clause 12.0 (Representations and Guaranties) of this Agreement.

Party means IBM or CORPBANCA.Parties means, jointly, IBM and CORPBANCA.

Performing Party has the meaning established in Clause 7.03 (Termination for Breach) of this Agreement.

	Page 8
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

Nonperforming Party has the meaning established in Clause 7.03 (Termination for Breach) of this Agreement.

Indemnified Party has the meaning established in Clause 10.0 (Indemnification) of this Agreement.

Indemnifying Party has the meaning established in Clause 10.0 (Indemnification) of this Agreement.

Involuntarily Nonperforming Party has the meaning established in Clause 13.06 (Force Majeure) of this Agreement.

Transfer Assistance Period has the meaning established in Clause 7.05 (Services Transfer Assistance) of this Agreement.

Extension Period has the meaning established in Clause 7.01 (Renewal) of this Agreement.

Transition Period has the meaning established in Clause 5.02 (Services Transition) of the present Agreement.

Joint Verification Period has the meaning established in Clause 13.12 (Joint Verification) of this Agreement.

Transition Plan has the meaning established in Clause 5.02 (Services Transition) of the present Agreement.

Dispute Resolution Procedure has the meaning established in Clause 4.14 (Dispute Review and Resolution) of this Agreement.

Product Provided by CORPBANCA means any equipment, system, program, product or business process provided to IBM by CORPBANCA under this Agreement or used by CORPBANCA in conjunction with the Services.

IBM Products means the machines (hardware) and programs (software) that carry the logo of the International Business Machines Corporation and which are generally provided by IBM or its Affiliated Companies.

Programs (Software) means, generically, Application Programs and Systems Programs.

Application Programs means the programs, including all supporting documentation, source codes and magnetic media, which:

1. Execute specific data processing and telecommunications tasks; and

2. Appear as such in Appendix F (Programs).

Systems Programs means the programs, including all source code (if applicable) that support the documentation and media which:

1. Perform basic tasks for the functioning of data and telecommunications processing;

2. Is required to operate the Application Programs; and

3. Which appear as Systems Programs in Appendix F (Programs).

	Page 9
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

Owner has the meaning established in Clause 9.0 (Intellectual Property Rights) of this Agreement.

Information Recipient has the meaning established in Clause 8.0 (Confidential Information) of this Agreement.

Service Recipients means such persons as receive Services at the request of CORPBANCA, who appear in Clause 13.18 (Service Recipients).

Regulation Applicable to CORPBANCA means the legal and regulatory precepts applicable to CORPBANCA.

Regulation Applicable to IBM means the laws applicable to IBM in its capacity as a provider of information technology services and such as are applicable to it in its capacity as a provider of services to CORPBANCA. It is the BANK’s responsibility to keep IBM informed of changes in the pertinent banking law and regulations that are applicable to IBM in its capacity as a provider of services to a banking institution and, if such change results in a modification in the scope of the present agreement, the Parties shall agree to the changes necessary to the scope of the services and, eventually, the price, if affected.

Services means the information technology services and functions that IBM provides to CORPBANCA, as established in Appendix A (Services).

Request for New Services has the meaning established in Clause 6.4 (New Services) of this Agreement.

Subcontractors means the contractors, suppliers, agents and consultants selected and employed by IBM or CORPBANCA, respectively.

Supplement means a supplement, if any, to which an Appendix expressly refers and which is attached thereto.

Third Party/ies means all persons other than IBM or CORPBANCA and their respective Affiliated Companies, directors, representatives, executives and employees.

Transition has the meaning established in Clause 5.02 (Service Transition) of the present Agreement.

Resource Unit orUR means a resource unit for which IBM and CORPBANCA have established a Baseline, as established in Appendix C (Charges).

UF: meansUnidad de Fomento.

Life of the Agreement has the meaning established in Clause 2.0 (Life of the Agreement) of the present Agreement.

2.0 Life of the Agreement

The present Agreement shall take effect on the Agreement Start Date and shall expire on the Agreement End Date (theLife of the Agreement), except in case of accelerated termination or expansion under the terms of this Agreement.

	Page 10
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

3.0 Conflicts

If any conflict were to arise between this Agreement and its Appendices, the following shall occur:

a. To the extent that the provisions in conflict may be reasonably interpreted such that they are consistent with each other, such interpretation shall prevail; and

b. To the extent that paragraph (a), immediately above, is not applicable, the following order of precedence shall prevail:

1. The Agreement (excluding its Appendices) shall prevail over any conflicting terms in the Appendix or the Supplements; and

2. The Appendices shall prevail over any conflicting term in the Supplements.

4.0 Contract Management

4.1 Contract Management: Relationship between the Parties

4.1.1 Contract Management

a) Each party shall appoint a Project Executive and shall report such in writing to the Counterpart within 10 days after signing the present agreement.

b) The functions of the Project Executives shall be to manage the agreement and to represent the Parties in all matters related to the service covered by this agreement. Therefore, all correspondence sent by the Parties shall be made through such executives.

c) Each time any of the Parties replaces these representatives such circumstance shall be reported to the Counterpart in writing at least 30 days in advance, unless the aforementioned representative quits his job, is dismissed by his employer, does not meet his obligations in the exclusive judgment of his employer or is unable to work. If the foregoing were not possible, it shall report it as soon as possible for it. To these ends, the Party that replaces him shall clearly indicate the name of the person who replaces him.

4.2 Project Committee

a) The Parties shall form a Project Committee, which shall be comprised of the aforementioned Project Executives from each of the Parties and another senior executive in the organizations of each of them.

b) These other executives shall be appointed and reported to the Counterpart in the same mode as indicated above.

c) This committee shall meet at least once per month or when called by any of the Parties, and it shall be responsible for reviewing the status of the services provided, providing advice and direction regarding technological changes and resolving disputes between the Parties pursuant to the provisions of point 4.1.4.

d) Without prejudice to the mentioned before, this Committee shall also have the following functions:

i. To conduct quarterly reviews on the course and progress of the projects.

ii. To review progress on the strategic and operating plans prepared by the Executive Committee.

iii. To review performance objectives and measurements annually.

iv. To analyze and resolve such disputes as arise between the Parties pursuant to the provisions of point 4.1.4.

	Page 11
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

4.1.3 Executive Committee

a) The Parties shall form an Executive Committee comprised of each of their General Managers and by the senior executives who form part of the Project Committee.

b) The Executive Committee shall meet at least twice per year in a working session whose objective shall be to exchange information on each of the Parties with respect to their business plans and corresponding systems needs for the next 12 months, so as to establish a collaborative relationship between them.

c) The method of operation shall be to hold one inaugural one-half-day meeting attended by its members and such advisors as the General Managers ask to attend. At that meeting, each Party shall present the other with its plans and needs for the following twelve months. There shall also be a one-day working meeting of advisors on commissions, as agreed each time.

d) The work will end with a final meeting which will be held during the seven days after the inaugural meeting, to exchange conclusions on the work performed and to define the next steps. The General Manager of each of the Parties shall participate in at least the inaugural and closing meetings.

e) The General Managers may appoint (a) person(s) from their institutions to replace them for these effects, if they are prevented from attending in person.

4.1.4 Dispute Review and Resolution

a) Any dispute that arises between the Parties, either regarding the interpretation of any of the clauses and stipulations of this Agreement or with respect to the performance of IBM’s or CORPBANCA’s obligations pursuant to the present Agreement, shall be subject to the procedure described in this point.

b) Upon written request from any of the Project Executives, the Project Committee shall meet in order to take the corresponding steps to resolve the dispute the dispute. If it does not meet within the maximum period of 15 days, it shall be construed that it was not possible to resolve the dispute pursuant to the provisions of this point.

c) The Project Committee, hereinafter “the Committee,” may appoint one or more representatives from each Party for them to study the background and to propose to it the method to resolve the dispute within a five business day period. This term may be extended if the Project Committee deems necessary. These representatives shall have the capacity of advisors to the Committee and shall not be construed members thereof. Likewise, this Committee shall meet as frequently as it deems necessary in order to gather and provide all information relevant to the matter under discussion that they deem appropriate and pertinent with respect to the resolution thereof. The Committee shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without recurring to a formal process.

d) During the course of such negotiations, all reasonable requests made by a Party to the other party for non-confidential information related to this Contract shall be met, in order for each Party to have all the information related to the position of the other.

e) The specific format for such discussions shall be at the discretion of the Project Committee, but it may include the preparation of that agreed under statements of fact or written statements of the position presented to the other Party.

f) If once the Committee has met it cannot resolve the dispute within 15 days from having been summoned, it shall be sent to the Executive Committee for its review and resolution. The Executive Committee

	Page 12
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

shall meet in the manner and in the terms indicated above in point 4.1.3, and if having met the dispute cannot be resolved by such Executive Committee within 30 (thirty) days from remittance of the matter, the Parties shall be free to institute the arbitration procedure described in the Arbitration Clause of the present agreement and/or such formal actions or procedures as they deem appropriate. All agreements or decisions by the Project Committee and Executive Committee shall be adopted unanimously by their members.

g) The provisions of this Clause do not limit the right of the parties to recur, at any time, to the Arbitration stipulated in Clause 13.23 of the present agreement.

4.1.5 Continuity of Performance

Except if it is impossible to do so, both parties agree to continue performance of their respective obligations as stipulated in this agreement while the dispute is being resolved, unless and until such obligations expire or are terminated pursuant to the aforementioned stipulations. The Project Committee itself or if applicable the Executive Committee, shall within a term of three (3) business days from being requested, decide on the inability cited at the beginning of this paragraph, if applicable, and if no agreement is reached in this regard within such term, it shall cease functioning, the parties remaining free to institute such formal actions or procedures as they deem pertinent.

	Page 13
Systems Operations Services Agreement		IBM
	CORPBANCA / IBM Confidential
		[initials]

Relationship Diagram

CORPBANCA		Technology Partners	IBM
General è Manager		— Strategic — Executive Committee •      Definition of Annual Objectives •      Executive Exchanges •      Alliance Reviews	General ç Manger
Executive è Project Executive		— Functional — Project Committee •      Review of Corporate Technology Plan •      Monthly status and performance reviews •      Technology directives •      Review of Key Projects	Executive ç Project Executive
Project Manager è Corpbanca Focal Point		— Operational — Project Executives •      Workgroups •      Daily Problem Review •      Weekly Change Review •      Service Requirements •      Transition Management •      Security •      New Technologies	Project Delivery ç Executive
End User	Business         Units		Midrange Delivery Manager

4.04 Personnel

a. IBM shall comply with such rules and regulations as CORPBANCA advises IBM of in advance in writing, related to personal and professional conduct at CORPBANCA’s Facilities. Likewise, CORPBANCA’s personnel shall comply, besides with the foregoing, with such rules and regulations as IBM advises CORPBANCA of in advance and in writing, related to the aforementioned matter at IBM’s facilities.

b. Both IBM and CORPBANCA shall be responsible for the management, direction, control, supervision and compensation of their own employees. Nothing stipulated in the present agreement may be interpreted as any of the parties’ employees working as employees of the counterpart.

c. The Services shall be provided under the management, direction, control and supervision of IBM pursuant to this Agreement. IBM may choose, at its sole discretion, to perform its responsibilities pursuant to this Agreement through its Affiliated Companies or its Subcontractors, with the understanding that IBM shall not be released from the performance of its obligations pursuant to this Agreement because of the use of such Affiliated Companies or Subcontractors.

d. If CORPBANCA reasonably determines that it is not in the best interest of CORPBANCA for an employee of IBM or of an IBM Affiliated Company or Subcontractor to continue providing the Services, CORPBANCA shall send IBM written notification justifying the request for IBM to remove such employee from the provision of the Services. Immediately, once such

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notification is received, IBM shall investigate the matter and shall take the appropriate measures, which may include replacement of the employee in question.

4.05 Procedures Manual

a. Within a period of three months from the Agreement Start Date, IBM shall provide CORPBANCA a draft Procedures Manual related to the scope of this agreement. IBM shall include in the Procedures Manual any pertinent comment that CORPBANCA has proposed.

b. Within the six months following the Agreement Start Date, IBM shall provide CORPBANCA with the Procedures Manual reviewed jointly by IBM and CORPBANCA. In any case, IBM shall periodically update the Procedures Manual in order to include changes in operations or in procedures.

4.06 Changes

To effect any change that affects the services, IBM shall:

1. obtain approval from CORPBANCA prior to making any unplanned change that will have an effect on the services provided to CORPBANCA;

2. schedule the change activities in order to minimize unnecessary interruptions in CORPBANCA’s business; and

3. prepare a monthly schedule with planned changes and changes under way which affect the services provided to CORPBANCA.

With respect to changes that affect the services provided to CORPBANCA that have been made by IBM in emergency situations, IBM shall provide CORPBANCA with documentation on such changes within a period of five business days after the date on which the change was made, without prejudice to its obligation to report it immediately from the time the change was resolved by IBM.

4.07 Reports

a. Within a period of three months from the Agreement Start Date, IBM shall provide CORPBANCA drafts of the standard periodic reports that IBM shall provide to CORPBANCA during the Life of the Contract. CORPBANCA shall review and approve them or note and propose changes within a period of 5 days. In this case, the standard periodic report format shall be such as the Parties determine by joint agreement.

b. Once this period has elapsed, IBM shall have three months to deliver such reports to CORPBANCA, which shall include:

1. a monthly report on IBM’s performance in relation to the Service Levels;

2. a monthly report regarding both scheduled changes and changes under way implemented during the prior month; and

3. a monthly report summarizing the use of Resource Units by CORPBANCA.

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4.08 Meetings

a. Within a period of three months from the Agreement Start Date, CORPBANCA and IBM shall jointly determine a schedule for holding periodic meetings between CORPBANCA and IBM, which shall include:

1. a weekly operations meeting to review the day-to-day activity and planned or forecast activities or changes.

2. a monthly management meeting to examining the monthly reports and any other matter deemed needing review; and

3. a quarterly meeting of management personnel to review contractual, business, planning and performance matters.

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b. IBM and CORPBANCA shall prepare the table for each meeting sufficiently in advance to allow the meeting’s participants to prepare.

5.0 Services

5.01 Description of the Services

IBM shall provide the Services pursuant to this Agreement and its Appendices. CORPBANCA shall comply with its obligations under the present Agreement, without any cost to IBM.

5.02 Transition of Services

a. The Transition Period commenced on December 20, 2000. During the Transition Period IBM shall migrate the services provided by or for CORPBANCA to Services provided by IBM (theTransition). The Transition Period may be extended by joint agreement between IBM and CORPBANCA.

b. During the first sixty days of the Transition Period, CORPBANCA and IBM agreed to a written plan for the Transition (theTransition Plan) that ends on April 15, 2001. During the Transition Period, CORPBANCA shall cooperate with IBM to achieve all aspects of the Transition, including the supply of the resources required to perform CORPBANCA’s responsibilities in the Transition.

During the Transition Period IBM shall be responsible for the provision of the Services.

5.03 Programs (Software)

In relation to the Programs supplied by CORPBANCA and used by IBM to provide the services:

a. CORPBANCA represents and guaranties that, during the Life of the Agreement, CORPBANCA has the right to access and use such Programs in the same manner as it used such programs until the Agreement Start Date.

b. CORPBANCA hereby grants IBM, for the provision of the Services by IBM, the same access and usage rights to such Programs as CORPBANCA holds in relation to such Programs, subject to the provisions of Clause 5.07 (Required Authorizations) of this Agreement, only and exclusively for the purposes of providing the services under the present agreement.

5.04 Machines (Hardware)

a. Machines provided by CORPBANCA

1. With respect to the Machines used by IBM to provide the Services, CORPBANCA represents and guaranties that during the Life of the Agreement:

(a) CORPBANCA is or the owner [sic] of such Machines or is authorized by the owner thereof to include them under the terms of this Agreement; and

(b) CORPBANCA has the right to use such Machines in the manner in which they were being used at the Agreement Start Date or that is required under the terms of the present agreement.

2. With respect to the machines used by IBM to provide the Services, CORPBANCA hereby grants to IBM, for IBM to be able to provide the Services, the same rights as CORPBANCA has with respect to such machines, subject to the provisions of Clause 5.07 (Required Authorizations) of this Agreement.

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b. Service Machines

IBM shall retain all rights, titles and interest to any Service Machine, subject to the provisions of Clause 7.06 (Other Rights at Expiration or Termination) of the present Agreement. IBM represents and guaranties that it is or the owner [sic] of the Service Machines or is authorized by the owner thereof to include them under the terms of this Agreement.

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5.05 Acquired Assets

a. On the Agreement Start Date, IBM shall purchase the Acquired Assets which are such as are listed in Appendix I, for the price established in the purchase / sale invoice, and CORPBANCA shall deliver such invoice to IBM, which shall constitute the title which transfers dominion over such Acquired Assets to IBM. A copy of the purchase / sale invoice is attached in Appendix I (Acquired Assets).

b. CORPBANCA represents and guaranties that at the Agreement Start Date:

1. It is the owner of all the Acquired Assets and that it transfers all right, titles and interest in such Acquired Assets to IBM, free from all charges and liens; and

2. That maintenance of the Acquired Assets has been performed pursuant to the applicable maintenance specifications of the manufacturer, and that they are in good operating conditions.

5.06 Agreements

a. Subject to the provisions of Clause 5.07 (Required Authorizations) of this Agreement, on the Agreement Start Date:

1. IBM shall manage the Agreement signed by and between CORPBANCA and Xerox, listed in Appendix A.11.

CORPBANCA may not terminate, extend, amend or replace a Contract, or sign a new one or amend any existing agreements or arrangements, oral or written, which affect such Agreement, without prior written approval from IBM;

2. CORPBANCA shall continue to comply with the terms of the aforementioned Agreement, such as those related to usage and confidentiality, and with the obligations derived from such Agreements except for the obligations expressly assumed by IBM pursuant to this Clause;

3. CORPBANCA hereby authorizes IBM to manage the Agreement and it shall notify the provider, as soon as possible, of such authorization; and

4. In order to facilitate provision of the Services by IBM, CORPBANCA grants IBM the same rights to sue the products, programs, and services provided under the terms of the Agreement as CORPBANCA has with respect to such products, programs and services.

b. CORPBANCA represents and guaranties that all the obligations related to the Agreement pertaining or attributed to periods before the Agreement Start Date, have been satisfied.

5.07 Required Authorizations

a. CORPBANCA shall be responsible for obtaining and providing to IBM, with the reasonable cooperation of IBM, all the Required Authorizations, which shall be consistent with the terms of this Agreement (such as confidentiality and liability).

b. If no Required Authorization has been obtained, CORPBANCA and IBM shall cooperate mutually to reach a reasonable alternative arrangement to allow CORPBANCA to continue processing its work with minimum interference in its commercial activities that is reasonable until the Required Authorization is obtained.

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6.0 Charges, Credits and Payments

6.01 Charges

a. Monthly Service Charge – IBM shall bill CORPBANCA monthly during the Life of the Agreement, by month in advance starting on the Agreement Start Date, for the monthly Charge expressed in Appendix C (theCMS Invoice). In any case, considering that during the months of April 2001 and April 2006 IBM shall provide services during a fraction of such months, they shall be billed in proportion to the number of days during which services have effectively been provided.

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b. Additional Resource Charge – Concurrently with the first full billing of the monthly service charge, that is to say, by month in arrears, IBM shall bill CORPBANCA monthly during the Life of the Agreement the amount corresponding to the Additional Resource Charge, if any, applicable to the prior month (theCRA Invoice). The first invoice shall also contain, if applicable, additional resource charges payable for services provided in April 2001. The determination of the value of the CRA’s shall be governed by the procedure established in paragraph b) of Clause 6.04.

c. Termination Charges – If CORPBANCA decides to terminate this Agreement because of convenience, as established in Clause 7.02 (Termination for Convenience) of this Agreement, IBM shall bill CORPBANCA the monthly Service Charges established in the aforementioned Appendix C.

d. Other Charges

1. If CORPBANCA requests that the Services be provided in a certain manner or by certain employees of IBM, its Affiliated Companies or its Subcontractors, and such request is different from and in addition to that agreed in this Agreement, IBM shall notify CORPBANCA in advance of the additional charges, if any, for such request, such as charges for authorizations or requested employees, overtime or travel.

2. IBM shall bill CORPBANCA for the New Services, taxes and any other charge agreed with CORPBANCA.

The Charges cited in the present point “6.01 Charges” may not be prorated, divided or in any manner reduced or altered for any reason, and must be paid in full by CORPBANCA as established in Appendix C.

6.02 Credits

a. Resource Reduction Credit, as defined in Appendix C, corresponding to a possible reduction in the CMS which may be agreed in the month of April of each year, effective for at least 12 months.

b. Other Credits: IBM shall pay the amounts owed to CORPBANCA pursuant to this Agreement either by paying such amounts directly or by granting a credit against IBM’s invoice to CORPBANCA pursuant to this Agreement.

6.03 Payments

a) Billing Conditions and Payments of Fees Expressed inUnidades de Fomento (UF’s).

Payment of the price shall be made in pesos, national currency. The conversion to current national currency from theUnidades de Fomento in which the price is stated, shall be made pursuant to the value thereof that is in effect at billing time. In the event that the ratio of theUnidad de Fomento’s equivalency to the current legal currency is eliminated, frozen, replaced, reduced or devalued as a readjustment measure, the last equivalency shall be used and from that day the prices established inUnidades de Fomento shall be readjusted monthly pursuant tot the change experienced in the Consumer Price Index, according to the calculation made monthly by the National Institute of Statistics or such body as replaces it in this function.

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Payment of the invoice shall be made during the twenty-five (25) consecutive days after the date the invoice is received by CORPBANCA.

Subsequent to the payment date thereof, IBM may issue a supplementary invoice for such difference in amount as may have occurred between the issue date and the payment date to the extent that such difference exceeds 7 (seven)UF’s as a result of a change in the value of the UF between the billing date and the payment date. If such difference favors CORPBANCA, IBM shall, at its request, issue a credit note.

The term for CORPBANCA to pay this latter invoice at IBM’s offices or in such place as it designates, shall be ten (10) days, calculated form the date on which it is issued.

b) Billing Conditions and Payment of Fees Expressed in United States Dollars

For amounts expressed in United States dollars, if applicable, such amounts shall be payable by CORPBANCA in their equivalent in Chilean national currency at the time of payment, pursuant to the Average Bank Dollar exchange rate published by the Central Bank of Chile, cited in number 6 of Chapter I of the Compendium of International Exchange Rules of the Central Bank of Chile or of such body as succeeds or replaces it in its functions. If in the future the form or method of calculation of the aforementioned exchange rate is modified or altered, the exchange rate that will be applied to amounts expressed in dollars, shall be such as is used for the remittance of dividends and profit abroad. Payment of the invoice shall be made within the twenty-five (25) consecutive days after the date received by CORPBANCA.

It is further agreed that IBM shall issue the invoice in Chilean national currency pursuant to the latest Average Dollar Bank exchange rate known on the date of issuance thereof and, subsequent to the payment date thereof, it may issue a complementary invoice for the difference in the exchange rate that might have occurred between the date of issue and the date of payment, provided that such difference is greater than or equal to the national currency equivalent of two hundred United States dollars. The term for CORPBANCA to pay this latter invoice at IBM’s offices or in such place as it designates shall be ten (10) days calculated from the date it is issued.

If such difference favors CORPBANCA, IBM, at its request, shall issue a credit note.

c) Billing Conditions Common to the Payment of Fees Expressed in United States Dollars andUnidades de Fomento

All payments shall be made at IBM’s domicile or in the manner agreed.

All expenses, taxes, charges and withholdings which must be incurred for the effects stipulated above shall be borne by CORPBANCA with the exception of income tax and others levied against IBM’s profit. CORPBANCA unconditionally and irrevocably waives the doctrine of lack of foresight or any other similar defense, which might prevent CORPBANCA from performing the provisions described above, in whole or in part.

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All payments received by IBM, after the expiration of the corresponding term, shall be allocated to interest, expenses and principal, in that order.

d) Arrears Interest

If CORPBANCA does not make the payments arising pursuant to the stipulated Terms and Conditions at IBM’s offices or at such place as it designates, within the terms established under such Terms and Conditions, for this mere fact and without need of any legal notification whatsoever, IBM may charge as a penalty for delinquency in payment, an interest rate which may reach the maximum the law authorizes the parties to agree, for the entire period from the date on which the payment should have been made, until the time it is effectively made, without prejudice to the right to terminate the Agreement, in which case IBM may demand payment of all amounts accrued through the date of termination, further applying the aforementioned arrears interest.

6.04 New Services

If CORPBANCA requests that IBM perform services other than or in addition to the Services (aRequest for New Services) and if IBM agrees to provide such different or additional services, then:

a. If the additional services require only those services that have a billing methodology and do not require additional implementation expenses, CORPBANCA shall pay the charges for such additional services pursuant to the existing methodology; and

b. If the different or additional services require resources not covered by an existing billing methodology or require additional implementation expenses, these shall be deemed Additional Services. In this case, prior to the provision of suchNew Services:

1. IBM shall issue a quote to CORPBANCA for the charges corresponding to such New Services; and

2. if CORPBANCA agrees that IBM will provide such New Services, the Parties shall prepare and sign an amendment to the Agreement for the inclusion of such Services.

6.05 Taxes

Each party shall be exclusively liable for all taxes applicable to it. Especially, and without the following list being exhaustive, each party shall pay the applicable taxes on its real property, municipal taxes and taxes levied on their profit.

In any case, the Value-Added Tax (V.A.T.) applicable to the services under the present agreement, at their current rate of 18% or such other as replaces it in the future, shall be borne exclusively by CORPBANCA. It shall also be responsible for any other tax that in the future may be levied on the provision of the services covered by the present agreement.

7.0 Renewal and Termination

7.01 Renewal

a. If it were the will of any of the Parties to extend the present Agreement, it shall notify the other Party thereof in writing at least 12 months in advance of the Agreement End Date. If the Parties agree to negotiate such extension, IBM shall provide CORPBANCA, within the two months after the request for extension, a proposal for the terms and conditions thereof. Within sixty days after receipt by CORPBANCA of IBM’s proposal, CORPBANCA shall notify the latter of the following:

1. Acceptance by CORPBANCA of the terms and conditions proposed by IBM for such extension; or

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2. any amendments that CORPBANCA requires be made to IBM’s proposal.

b. If the Parties wish to extend the present Agreement, they shall negotiate such extension in good faith.

c. If the Parties do not reach an agreement in relation to the terms of the agreement to extend the present Agreement within the three months prior to the Agreement End Date, it shall be extended at the prices at that time, baselines, methodology of charges and other applicable terms for a six-month period starting on the Agreement End Date (theExtension Period). During such Extension Period, the Parties shall continue to negotiate in good faith the extension of the present Agreement. If the Parties do not reach an agreement with respect to the extension to the present Agreement during the Extension Period, this Agreement shall end on the Extension Period End Date.

7.02 Termination of the Present Agreement

Termination of the present Agreement cannot be accelerated, except for the causes of Termination for Breach cited in 7.03 and in the case of Termination upon mere request by CORPBANCA as explained in Appendix C of this Agreement on charges for accelerated termination.

7.03 Termination for Breach

a. CORPBANCA or IBM (thePerforming Party) may choose to terminate the present Agreement forGross Breach. Gross Breach shall be construed on the part of IBM as failure to reach the Critical Service Levels, or SLC’s, defined in Appendix B of the present agreement. For its part, gross breach shall be construed on the part of CORPBANCA as failure to make full and timely payment of the amounts owed to IBM in virtue of the present agreement. If the Gross Breach is not resolved within a period of 15 days, extendable by joint agreement, the Performing Party may terminate the present Agreement for gross breach by providing the Nonperforming Party with written notice within ninety days after the period for resolving the aforementioned breach, declaring the present Agreement terminated for gross breach under the terms of the present Clause, effective on the date established in such notice. Such effective date may not exceed sixty days after the Nonperforming Party receives such notice of termination for gross breach.

b. Other breaches of the Agreed Service Levels or SLA’s, which are agreed during the Transition phase as described in Appendix B of the present agreement, shall be calledMinor Breaches and shall give rise to the application of charges against IBM when its indicators are below the level that has been agreed with respect thereto and above the SLC described in the same Appendix. The SLA’s, fines for breaches and performance incentives shall be agreed during the Transition period. In any case, these fines may not exceed 5% of the monthly value of the services for each month in which a breach is committed which may give rise to the application thereof.

c. The Performing Party shall provide the Nonperforming Party written notification of such Minor Breach within the following thirty days from the time the aforementioned breach occurred, describing in detail the specific nature and the dates of the breach, and it shall provide the Nonperforming Party the opportunity to resolve such breach, or in the absence thereof for it to put into practice an alternative form of complying with its obligations within a period of fifteen days from receipt of the prior correspondence, except for those obligations described as SLC’s in Appendix B of the present agreement, or within such different period as the Parties agree by mutual agreement during the Transition period. In any case, this alternative form of performance may be rejected by CORPBANCA for legitimate reasons.

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In case of nonperformance on the part of CORPBANCA, it shall continue with payment of the Monthly Service Charges cited in Appendix C until the Contract end date, whether such is the date originally agreed at the time the present document is signed or the end date of the renewal and/or extension of the agreement, at the discretion of IBM. In addition to the aforementioned amounts, any amount that CORPBANCA owes to IBM pursuant to the present agreement shall be due.

7.04 Temporary Extension of Services

a. If CORPBANCA is not in a condition to complete the Service Transition at the Termination Date of the present Agreement, CORPBANCA may choose, once only, to extend the present Agreement at the current prices, baselines, methodology of charges and other applicable terms, for up to six months beyond the termination or expiration of the present Agreement (theTemporary Extension of Services) upon written notification to IBM of such decision at least one hundred eighty days in advance. CORPBANCA shall pay IBM for:

1. the charges owed under the present Agreement, including the CMS; and

2. such additional charges and expenses, if any, as IBM has incurred as a result of the temporary extension of services which have not been covered by the charges owed and payable under the present Agreement.

This Agreement shall expire at 23:59:59 on the last day of the Temporary Extension of Services Period.

b. If IBM terminates the present Agreement for gross breach on the part of CORPBANCA, the latter shall not have a right to opt for the Temporary Extension of Services.

c. There shall be no adjustment of the Termination Charges because of a Temporary Extension of Services.

7.05 Service Transfer Assistance

Service Transfer Assistance

a. CORPBANCA may request that IBM provide Assistance in the Transfer of Services at least six months in advance of the expiration date of the present agreement. To this end, CORPBANCA and IBM shall agree to a transition plan that does not interfere with IBM’s ability to provide the Services and IBM shall provide a quote for the aforementioned services and it shall provide them upon acceptance of the costs of such services by CORPBANCA. The quote shall be at reasonable market prices and it shall contain the conditions under which the services shall be provided in this period, which may include changes to the provisions of the present agreement with respect to the scope and levels of service.

b. The foregoing services may have as their aim the transfer of services to CORPBANCA, its Affiliated Companies or Third Parties.

c. The service period shall not exceed six months beyond the Termination Date of the present Agreement (theTransfer Assistance Period).

d. During the Transfer Assistance Period, IBM shall provide CORPBANCA, its Affiliated Companies or third parties, as necessary, reasonable access to the Machines and Programs, provided that:

1. such access does not interfere with IBM’s ability to provide the Services or the Transfer Assistance; and

2. such Third Parties and CORPBANCA Affiliated Companies comply with the security and confidentiality requirements established in the present agreement.

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e. CORPBANCA shall grant IBM access and use of such Facilities as CORPBANCA defines in order for IBM to be in a position to undertake an orderly transition of resources for up to sixty days after the latter of:

1. the Expiration or Termination of the present Agreement; or

2. the last day of the Transfer Assistance period.

f. If IBM terminates this Agreement for gross breach by CORPBANCA, IBM shall provide CORPBANCA with the Transfer Assistance services only if CORPBANCA pays for such Transfer Assistance services in advance.

g. The terms and conditions applicable to this Agreement shall remain in full force and effect during the Transfer Assistance Period, without prejudice to such modifications as the Parties may agree.

7.06 Other Rights at Expiration or Termination

a. IBM shall provide additional assistance as established in the present Clause once this Agreement has expired or has been terminated (unless IBM terminates it for gross breach by CORPBANCA).

b. Agreements

1. IBM shall cooperate with CORPBANCA in the assignment of IBM agreements with its third-party suppliers as established in this clause (Agreements) subject to:

(a) a written request from CORPBANCA;

(b) IBM’s right to assign such Agreement;

(c) that IBM be released from any liability regarding such Agreement; and

(d) that CORPBANCA assumes contractual liability under such Agreement, including any assignment or transfer payment or cost, licenses or other charges.

(e) that IBM is using the contracted service exclusively to provide the eServices (such as machine maintenance and others).

2. Agreements for Generally Available Programs

For generally available programs (including IBM Products) that IBM is using on the Termination date or upon Termination of this Agreement:

(a) only to provide the services to CORPBANCA, IBM shall assign its licenses, if any, for such programs to CORPBANCA or to whomever it designates, upon reimbursement by CORPBANCA to IBM of any lump sum or other fee equivalent to the unamortized price of the programs depreciated over a five-year period; and

(b) to provide Services to CORPBANCA and to other customers in a shared environment, IBM shall provide reasonable assistance to CORPBANCA to obtain licenses for such programs.

8.0 Confidential Information

a. The mutual objective of IBM and CORPBANCA under this Clause is to provide adequate protection over Confidential Information, with both parties retaining their ability to conduct their respective business and

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activities. The Parties agree that the following terms shall apply when IBM or CORPBANCA disclose (theDiscloser) Confidential Information to the other Party (theInformation Recipient) under this Agreement.

“Confidential Information” is:

1. The Parties’ client lists, client information, accounting information and information related to the business plans and operations of the Parties, as well as such as is related to human resources, business or sales, financial or administrative activities, provided that the Discloser also treats such information as confidential and such information is reasonably deemed confidential based on the nature thereof.

2. Such information as, having been disclosed orally or is not classified as confidential, is identified prior to its disclosure as Confidential Information or is confirmed in writing immediately thereafter.

3. That so classified by the laws on current bank and checking account laws, general banking laws and/or Law 19,628 on the Protection of Personal Information or other laws that are applicable to the matter as the Bank reports to IBM in virtue of the provisions for the Regulations Applicable to IBM in Clause 1.0 (Definitions) of the present agreement, whether this information is contained on paper, magnetic tape or other media. It is expressly evidenced that information on deposits and liabilities of any nature are subject to bank secrecy, a violation thereof being penalized criminally. The Bank’s other transactions are subject to confidentiality.

4. All written information identified as confidential or restricted by any of the Parties.

In order to identify the confidential information indicated in numbers 2 and 4, above, every time the Parties disclose confidential information to the other they shall do so through a special agreement which is reflected in correspondence from the party that discloses it, which shall contain a description, in non-confidential form, of the confidential information disclosed, the target audience of the information and the delivery date thereof.

Obligations

1. Except when otherwise specified, both CORPBANCA and IBM shall use the same degree of precaution to avoid the disclosure to third parties of the other’s Confidential Information as it used to avoid the disclosure, publication or revelation of its own information of a similar nature. Notwithstanding the aforesaid, the Parties may only disclose such information to subcontractors involved in the supply of the Services under this agreement, upon express authorization from the other Party, where:

a) such disclosure is required for the subcontractor to be able to perform his responsibilities as specified; and

b) the disclosing Party assumes full responsibility for the acts and omissions of its subcontractor, as if they were made by the disclosing Party, and undertakes to impose upon such subcontractor the confidentiality obligation agreed in the present instrument.

2. Without limiting the general nature of the previously mentioned, neither Party shall publicly disclose the Terms of this Agreement, except as stipulated in Clause 13.16 (Publicity) of this Agreement, without prior written consent from the other.

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In addition, neither IBM nor CORPBANCA:

1. Shall use the other Party’s Confidential Information in a manner other than that stipulated in this Agreement.

2. Shall acquire any right or make any seizure of the other Party’s Confidential Information.

3. Shall refuse to return immediately, provide a copy of or destroy such Confidential Information at the request of the other Party.

In any case, neither Party shall be restricted from using ideas, concepts, expertise and techniques related to data processing or network management, in the development, manufacture and sale of products and services. In no case may a party deliver or exhibit to third parties manuals, procedures or documents prepared for CORPBANCA by virtue of the present Agreement, which shall be the exclusive property of the Party for which they were prepared.

Exclusions

Notwithstanding the previously mentioned, and except for bank deposits and liabilities and other bank transactions with its customers, the present clause shall not be applicable to information for which IBM or CORPBANCA can demonstrate that:

1. It was in the public domain at the time of its disclosure.

2. After disclosure, it was published by the party that delivered it or by third parties or it entered the public domain without such representing any fault whatsoever on the part of the recipient Party.

3. It was received after its disclosure by a third party who had a legitimate right to disclose such information.

4. It was independently developed by the recipient Party without reference to the Confidential Information of the Party that supplied it.

In addition, either Party may deliver Confidential Information to the other to the extent required legally or by court order, in which case it shall notify the other Party of such request received and deliver only the requested information, only to whoever is legally authorized to receive it, with a copy thereof to the other Party.

Protection of Parties’ Information.

The Parties reciprocally release each other from their liability to protect Confidential Information once a 5-year period has elapsed from the expiration of the present agreement, unless a different legal protection exists for any information.

Loss of Confidential Information

In the event of any disclosure or loss of Confidential Information, the recipient Party shall report such immediately to the Party that supplied it and it shall take at its cost and expense such actions as are required to reduce to the extent possible the effects of the disclosure or loss.

Limitation

IBM shall not be liable for loss or damage to CORPBANCA’s records or data, nor for the security of the data during the transmission thereof through public telecommunications facilities.

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Residual Information

The confidentiality obligation shall not be in effect with respect to the ideas, concepts, techniques or experience contained in information related to the business activities of the information recipient (knowledge). However, this does not allow disclosure, except in the manner authorized in this agreement, of the source of the knowledge nor of the financial, statistical, personnel or business plan information of the person disclosing the information. Nor is disclosure permitted of documents, manuals, procedures prepared by one Party for the other in virtue of the Agreement.

9.0 Intellectual Property Rights

It is expressly evidenced that the software usage licenses held or to be held by the BANK, listed in Appendix F, do not and shall not authorize IBM to make changes or adaptations thereto nor to their respective systems or modules. Literary works subject to copyright such as manuals, charts, graphics and any other written communication and machine-readable texts and files related to the aforementioned usage license, software or developments, are subject to the same limitation.

Without prejudice to the foregoing, IBM and its subcontractors may develop, create or amend computer programming code, whether original or derived from materials or tools used for the provision and/or management of the data processing service, as well as documentation to perform the services under the present agreement. These materials, as well as literary works subject to copyright, such as manuals, charts, graphs, and any other written communication and machine-readable texts and files, shall be the property of IBM, and the BANK shall have the following license rights: an irrevocable, nonexclusive, worldwide right free of all other charges unrelated to the present agreement, to use, execute, reproduce, display and distribute those materials internally for the sole benefit of and compliance with internal or external regulations and exclusive use of the BANK and its affiliates for the life of the present Agreement. Upon expiration of the term or upon accelerated termination of this Agreement, to the extent that the BANK has fully complied with its obligations and is not in default regarding this Agreement, or at the time the debt is paid in case of delinquency, IBM shall grant the BANK, on the foregoing elements, an irrevocable, nonexclusive, worldwide right free of all charges unrelated to the present agreement, to use, execute, reproduce, display and distribute such materials internally for the sole benefit of and compliance with internal or external regulations and exclusive use of the BANK and its affiliates. Nothing contained in the present agreement shall constitute a restriction of either Party from using any idea, concept, knowledge, expertise or technique related to data processing or network management which is not subject to intellectual property, and any of them, individually or jointly, develop or disclose under this agreement, which may be used by any of the parties in the manner they deem appropriate.

10.0 Indemnification

a. Defense on IBM’s Part

IBM shall defend CORPBANCA, its Affiliated Companies, their employees, executives and directors, against any Third-Party claim related to the present Agreement:

1. if an IBM Product supplied to CORPBANCA under the present Agreement violates a patent or copyright of such Third Party;

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2. if any contractual obligation expressly assumed by IBM under Clause 5.06 (Agreements) of the present Agreement was not performed;

3. based on any oral or written statement by IBM to CORPBANCA employees, including the Affected Employees in relation to their being hired by IBM or its Subcontractors under the present Agreement, unless such statement has been expressly authorized in writing by CORPBANCA; and

4. for taxes, interest or penalties levied against CORPBANCA that are obligations of IBM pursuant to Clause 6.05 (Taxes) of this Agreement.

b. Defense on CORPBANCA’s Part

CORPBANCA shall defend IBM, its Affiliated Companies, their employees, executives and directors, against any Third-Party claim related to the present Agreement:

1. If a CORPBANCA Product supplied to IBM under the present Agreement violates a patent or copyright of such Third Party;

2. if any contractual obligation expressly assumed by CORPBANCA under Clause 5.6 (Agreements) of the present Agreement was not performed;

3. based on any oral or written statement by CORPBANCA to its employees, including the Affected Employees in relation to their being hired by IBM or its Subcontractors under the present Agreement, unless such statement has been expressly authorized in writing by IBM;

4. based on an environmental claim derived from the present Agreement as a result of the Services provided in the Facilities, except to the extent that IBM has caused the environmental damage as a result of a breach by IBM of its obligations under the present Agreement; and

5. based on any Products or services provided by CORPBANCA or its affiliated companies.

c. If IBM or CORPBANCA are obligated to defend the other party, as established in aforementioned section (a) (Defense on IBM’s Part) or in section (b) (Defense on CORPBANCA’s Part), (theIndemnifying Party) subject to the provisions of section (e) (Indemnification Procedures), the Indemnifying Party agrees to pay the other Party (theIndemnified Party) all:

1. damages court awards the third party in question for the claim, as any Defense Expenses; or

2. the amount of any agreement made with the Indemnifying Party as well as any Defense Expenses, in each of the aforementioned cases (1 and 2), in proportion to the Indemnifying Party’s responsibility for the breach which resulted in such amounts of money.

d. Claims for Patents and Copyrights

1. The Indemnifying Party shall not have an obligation with respect to patents and copyrights for section (a) (Defense on IBM’s Part) or section (b) (Defense on CORPBANCA’s Part) to the extent that such claims are the result of:

(a) changes to IBM Products or Products Provided by CORPBANCA, or the use of such Products in an environment other than their specified operating environment.

(b) the combination, operation or use on the part of the Indemnified Party of IBM Products or Products Provided by CORPBANCA with products, data or devices not supplied by the Indemnifying Party; or

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(c) the use by the Indemnified Party of IBM Products or Products Provided by CORPBANCA in a country other than that established in this Agreement; unless such amendment, combination, operation or use were made under the direction or at the request of, or pursuant to the specifications provided by the Indemnifying Party.

2. IBM shall not have any obligation whatsoever with respect to claims related to patents or copyrights pursuant to section (a) (Defense on IBM’s Part) to the extent that such claims arise from IBM Products acquired or licensed without any type of warranty. In such case, IBM shall notify CORPBANCA at the time of the sale regarding the absence of warranties on the product.

3. If a claim is instituted for a violation of patents or copyrights or the possibility thereof arises, the Indemnified Party agrees to allow the Indemnifying Party to continue using the IBM Product or Product Provided by CORPBANCA, or to modify it or replace it with another which is at least functionally equivalent.

e. Indemnification Procedures

1. The obligations of the Indemnifying Party established in this Clause are subject to the Indemnified Party’s compliance with the procedures established in this section (e) (Indemnification Procedures).

2. The Indemnified Party shall immediately notify the Indemnifying Party in writing of any claim covered by this Clause.

3. The Indemnifying Party shall take exclusive control of the defense and investigation of the claim (generically called theDefense) for which it is responsible, using attorneys selected by it, provided that it notifies the Indemnified Party in writing as soon as possible which in any case shall not exceed one-half the legal term to file any means of defense. The Indemnifying Party shall not be liable to the Indemnified Party for Defense costs incurred subsequent to such notification by the Indemnified Party, except for Defense costs incurred by request of the Indemnifying Party.

4. The Indemnified Party shall cooperate reasonably with the Indemnifying Party and its attorneys in the Defense of such claim and may reasonably participate at its own cost, through its attorneys or otherwise in such Defense.

5. If the Indemnifying Party, by agreement of the Parties, does not take exclusive control of the Defense of the claim as established in this Clause (e) (Indemnification Procedures):

(a) the Indemnifying Party may participate in such Defense, paying the costs and expenses; and

(b) the Indemnified Party shall have the right to defend against the claim as it deems appropriate; and

(c) the Indemnifying Party shall pay Defense Expenses to the Indemnified Party.

6. All settlement of claims subject to indemnification under this Clause shall:

(a) be legitimate only if they have the approval of the Indemnified Party, which approval shall not be denied without justification; and

(b) include an appropriate confidentiality agreement that prohibits disclosure of the terms of such settlement.

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f. Subrogation

The Indemnifying Party shall be subrogated in the rights and defense of the Indemnified Party to the limit of and with respect to the obligation of the Indemnifying Party to indemnify the Indemnified Party under this Clause 10.0 (Indemnification).

11.0 Limit of Liability

IBM’s liability for any damage shall be limited to the proven damage from breach of contract caused, resulting from any act attributable to IBM, and the amount thereof shall be limited to the amount paid by CORPBANCA during the six (06) months prior to the event that caused the damage.

This limitation shall be applicable notwithstanding the basis of the claim, except for claims for bodily injury to persons or damages to personal or real property, or gross negligence or fraud, for which IBM may be legally liable.

In no case shall IBM be liable for any damage caused by negligence or nonperformance of CORPBANCA’s responsibility or for any lost profit, such as loss of forecast economic profit or any other or for indirect consequential damages, regardless of the form of action, excluding negligence or fraud on IBM’s part or for any other third-party claim for damages.

12.0 Representations and Guarantees

a. Authorization and Enforceability

IBM and CORPBANCA represent and guarantee that:

1. each of them has sufficient powers of attorney and corporate authorizations to execute, perform and comply with their obligations under the present Agreement;

2. the signing and acceptance of the present Agreement have been duly authorized by each and every one of the corporate areas necessarily involved;

3. each one has signed and accepted the present Agreement; and

4. the present Agreement constitutes a valid obligation, enforceable pursuant to its respective terms.

b. Compliance with Laws and Obligations

1. IBM represents and guarantees that it complies with the Regulation Applicable to IBM up to and insofar as such Regulation Applicable to IBM is related to the performance of its obligations under the present Agreement;

2. CORPBANCA represents and guarantees that it complies with the Regulation Applicable to CORPBANCA up to and insofar as such Regulation Applicable to CORPBANCA is related to the performance or use of the Services. Likewise, it shall identify and interpret any Regulation Applicable to CORPBANCA related to the performance or use of the Services.

3. Any modification to the Services resulting from a Regulation Applicable to CORPBANCA shall be deemed a Request for New Services.

c. Exclusions Regarding the Year 2000 issue

1. Under the terms of the present Agreement, IBM is not providing any service related to the Year 2000 (for example: evaluation, tests or conversion for the Year 2000 “bug”).

2. Under the terms of the present Agreement, IBM is not responsible for:

(a) CORPBANCA Products or those of its Affiliated Companies;

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(b) Third-Party Products; or

(c) IBM products that were not provided or selected by IBM under the present Agreement – (a), (b) and (c) collectively calledOther Products – correctly processing or exchanging exact information of dates or data.

3. IBM shall be exempt from its obligations under the present Agreement (including Service Levels) when Other Products are not capable of correctly processing exact date data.

4. CORPBANCA acknowledges that it is responsible for evaluating its current systems and for taking such measures as it deems pertinent to switch to systems that are “Year 2000 Compliant.”

d. Other Exclusions

1. In the performance of the services, IBM shall use adequately qualified reasonable care and resources, pursuant to the description of these services. IBM does not guarantee the uninterrupted or error-free operation of any machine, program, product or service, or that it will find and correct all defects, as regulated with respect to service levels.

2. Under the terms of the present agreement and except as established in the present Clause, IBM does not provide any express warranty, statement or condition (statutory or of any other type). Additionally, IBM does not provide any express or implied warranty or condition of merchantability or suitability for a particular purpose.

13.0  General

13.01  Assignments and Binding Nature

a. Neither Party may assign their rights or delegate their obligations pursuant to this Agreement without prior written consent from the other party. IBM may delegate its obligations and CORPBANCA may assign its rights or delegate its obligations to their respective Affiliated Companies provided that the counterpart so agrees in writing, and:

1. The Affiliated Company in question accepts the assignment and assumes the obligations in writing;

2. CORPBANCA or IBM, respectively, continue being fully liable and do not release themselves from the performance of their obligations.

c. The respective authorized successors and assigns of IBM and CORPBANCA shall be bound by this Agreement.

d. A change in control or the sale, in whole or in a material part, of the assets of IBM or CORPBANCA shall be deemed an assignment or delegation of the Agreement, therefore requiring consent as established in this Clause.

e. Any attempt to assign or delegate all or part of this Agreement against what is established in this Clause, shall be invalid.

13.02  Audits

a. IBM undertakes to take the measures required for CORPBANCA to comply with its audit requirements, whether internally or by independent auditors, including access to the Data Center, in order to support the

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Client and its auditors in the performance of audits and reviews of IBM’s operations related to the performance of the Services, to ensure:

1. The correctness of the charges billed by IBM to CORPBANCA.

2. That IBM is following procedures to control the use of resources supplied by CORPBANCA to IBM, such as heat, electricity, etc., used for the provision of the services to CORPBANCA.

3. That the services are being provided pursuant to the Service Levels of the present Agreement.

4. Performance, by IBM, of the security requirements established in Appendix A (Services) of the Agreement.

b. IBM shall allow access to the records and reports prepared routinely, in order to allow CORPBANCA to perform audits (theAudits) of IBM’s operations related to the provision of the Services.

c. CORPBANCA and its auditors shall have access to the buildings or information of IBM or its Affiliated Companies for the sole purpose of verifying performance of the present agreement and to the extent that it is reasonably required to perform the Audit of compliance by IBM of the security requirements established in Appendix A (Services, Security). In any case, this access shall not extend to the property or information of other IBM clients.

d. CORPBANCA may request that a Third-Party auditor approved by the Superintendence of Banks and Financial Institutions perform the Audit, at CORPBANCA’s expense, the latter having to inform it on the confidentiality that must be kept when handling known information, either in virtue of the regulations that protect a certain type of information or due by a contractual agreement between the Parties.

e. A request from CORPBANCA related to IBM’s assistance on the Audit shall be deemed a Request for New Services, as if such help on the Audit required the use of resources different from or in addition to those that IBM sues to provide the Services pursuant to the Baselines and Service Levels, such as audit programs, additional employees or Subcontractors;

f. If the results of the Audit demonstrate that the invoices issued by IBM for Services provided during the audited period are incorrect, and IBM and CORPBANCA agree with such results, IBM shall pay CORPBANCA or CORPBANCA shall pay IBM, as soon as possible, the amounts charged in excess or such as are owed, respectively, which may have resulted.

Access due to an Audit shall be reported to IBM at least two business days in advance or within a greater period agreed as a rule in the Procedures Manual or if IBM must use additional human resources. It shall be allowed during normal working hours, while it does not interfere with IBM’s ability to provide the Services pursuant to the Performance Standards and shall be undertaken expeditiously and efficiently. IBM shall allow access only to the information required to perform the audit, but shall not allow, however, CORPBANCA or its auditors, to gain access to any other information or date from other Clients or such as are classified as IBM Confidential. Likewise, IBM shall assist CORPBANCA’s employees or its auditors in testing CORPBANCA’s programs and files including, but not limited to, the installation and execution of audit software.

The foregoing audits may be performed directly by the Bank or, by commission and at its own expense, by audit, consulting or systems outsourcing specialist companies, provided that these companies do not compete with IBM or its related companies in the provision of this type of service and they sign directly with IBM a confidentiality agreement acceptable to it. Likewise, they may be undertaken by such employees of the Superintendence of Banks and Financial Institutions as the latter may appoint to that end.

The foregoing regulation shall not be applicable to audits by external auditors approved by the Superintendence of Banks and Financial Institutions that must perform these audits pursuant to current

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norms. In any case, CORPBANCA shall give timely notice to IBM on such audits and on the rules that govern them.

In all, there shall be up to two (2) audits per year whose IBM resources are contained in the fee for the present agreement, notwithstanding who performs them. Without prejudice to the foregoing, the Bank may request that IBM perform audits in addition to the aforementioned, in which case IBM shall charge an additional fee which shall be agreed and treated as a request for new services. All Audits shall be dealt with in this manner if they require the use of resources in addition to or other than those, that IBM uses to provide the Baseline and Service Level services. Those such as audit programs, additional employees or subcontractors shall be deemed additional resources.

13.03  Data Privacy

a. General

1. IBM and CORPBANCA are responsible for meeting their respective obligations under applicable law to protect CORPBANCA’s data.

2. CORPBANCA is solely liable for determining the purposes and means by which IBM processes CORPBANCA’s data pursuant to this Agreement, including the fact that such processing does not imply a violation on the part of IBM of applicable data protection law.

3. Applicable data protection law is deemed a Regulation Applicable to CORPBANCA in relation to its data except in the cases in which such law regulates the processing by IBM of CORPBANCA’s data in the provision of the Services. IBM and CORPBANCA make manifest that they are not investigating the measures that the other party is adopting to comply with applicable data protection law. Nothing established in this Agreement prevents IBM or CORPBANCA from taking such measures, as they deem necessary to comply with applicable data protection law.

4. If CORPBANCA requests Additional or different Services to comply with applicable data protection law, such Services shall be deemed a Request for New Services.

b. Security

1. CORPBANCA acknowledges that it is solely responsible for determining that the security measures specified in the Agreement constitute technical and organizational measures appropriate for protecting CORPBANCA’s Data, as required by applicable data protection law. IBM shall not have to execute or take any security measure related to CORPBANCA’s Data other than those specified in the agreement, without prejudice to IBM’s obligation to provide adequate protection over confidential information and that subject to secrecy or confidentiality as stipulated in the present agreement.

2. As a processor of CORPBANCA’s Data, IBM shall process such data as specified in Appendix A (Services) of the agreement. CORPBANCA agrees that IBM may perform such processing as it reasonably deems necessary or appropriate for providing the Services.

c. Cross-Border Data Transfer

1. IBM shall not transfer any CORPBANCA data across the borders of a country unless IBM reasonably deems such transfer necessary to provide the Services and it obtains prior written approval from CORPBANCA.

2. CORPBANCA is solely responsible for determining whether any transfer by IBM or CORPBANCA of CORPBANCA’s data across the borders of a country under the Agreement complies with applicable law.

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d. Information

1. If CORPBANCA must provide an individual with information related to his Data, IBM shall cooperate with CORPBANCA in order to supply such information, with CORPBANCA reimbursing IBM for the appropriate charge for such cooperation

2. Upon written request from IBM or CORPBANCA, sufficiently in advance, CORPBANCA or IBM shall provide the other party with such information as, having a relationship with CORPBANCA’s data or the processing thereof, is required to allow the petitioner to comply with its obligations both under this Clause and under applicable data protection law.

3. Nothing established in this Clause obligates IBM to allow access by CORPBANCA to IBM’s Facilities or systems, those of its Affiliated Companies or its Subcontractors or to Information related to other clients of IBM, its Affiliated Companies or its Subcontractors.

13.04  Environment

a. CORPBANCA and IBM represent and guarantee that during the Life of the Agreement their respective facilities shall not contain unsafe conditions or Hazardous Materials. If either Party becomes aware of the existence of any unsafe condition or of the existence of Hazardous Materials in a facility used for the purpose of the contracted service, it shall report such in writing as soon as possible to the counterpart, specifying the nature and location of such condition or Hazardous Material. IBM reserves the right to interrupt the provision of the Services affected by any unsafe condition or by the presence of Hazardous Materials in CORPBANCA’s facilities, whence the services are provided, until such are resolved or repaired.

b. CORPBANCA and IBM guarantee that their respective Facilities are safe workplaces and that they comply with any applicable law in that regard.

c. CORPBANCA and IBM shall resolve any violation of the law related to any unsafe condition or the presence of Hazardous Materials. The investigation, elimination and resolution of any unsafe conditions or the presence of Hazardous Materials in their respective Facilities or areas are not within the scope of this Agreement.

13.05  Facilities

a. CORPBANCA shall provide the following to IBM at no cost during the Transition Period:

1. use of such space, equipment, and support at the Facilities as are reasonably required for the provision of the Services, including supply of heat, electricity, energy, air conditioning, fire suppression system, continuous supply of electricity and similar services, reasonable office space, furniture, safe storage space and facilities for placing equipment, furniture, office supplies, telephone service, office support services (including security and maintenance), coordination of security over access to the Facilities and administrative support that IBM must use for the provision of the Services. CORPBANCA shall provide IBM full and safe access to such Facilities subject to the provisions of Clause 4.04 (a) (Personnel) of this Agreement; and

2. access to the services at CORPBANCA’s workplace, such as a cafeteria or others, if any, as CORPBANCA makes available to its own employees and Subcontractors.

b. If CORPBANCA were to decide to change the location of a facility used by IBM to provide the Services, or part thereof, CORPBANCA shall:

1. provide IBM with a new location, space and support equivalent to that supplied at the prior location;

2. reimburse IBM for any expense incurred or to be incurred, which arises as a result of the change of location; and

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3. release IBM from complying with the affected Services Levels until the change of location is over and until the Service Levels have been adjusted appropriately, if the change in location affects IBM’s ability to reach such Service Levels.

c. The use of the Facilities by IBM does not constitute or create a lease.

13.06  Force Majeure

a. Neither Party shall be liable for any breach or delay in the performance of their obligations insofar as such breach or delay:

1. is due, directly or indirectly, to an event beyond the control of IBM or CORPBANCA, regardless which party fails to perform this agreement (theInvoluntarily Nonperforming Party) such as a fire, flood, earthquake, elements of nature, war, terrorism, civil disorder, rebellions or revolutions; and

2. it could not have been prevented with reasonable measures, the use of alternative sources, alternative plans or other measures.

Such breaches or delays (1 and 2, generically) constitute (Cases of Force Majeure).

b. The Involuntarily Nonperforming Party shall be exempted from performance of its obligations affected by the Case of Force Majeure while the circumstances that caused it prevail and it continues to make reasonable efforts to restore the provision of Services. The Involuntarily Nonperforming Party shall immediately notify the other party by phone or fax, pursuant to the Agreement, without prejudice to written confirmation within the six business days after the start of the breach or delay, and it shall describe in reasonable detail the circumstances causing the Case of Force Majeure. If any Case of Force Majeure were to prevent the provision of the Services required for the performance of the services essential to CORPBANCA’s operations for more than five business days, CORPBANCA may:

1. obtain the Services from an alternative source until IBM is capable of providing the Services. Subject to the provisions of Clause 13.06 (d) (Force Majeure), IBM shall reimburse CORPBANCA for any reasonable payment made to the alternative source for such Services for a maximum period of 60 days if the remaining duration of the Contact were greater or, otherwise, for the remainder of the duration of the agreement in question; or

2. if the act of God or event of force majeure were to prevent the provision of the aforementioned essential services for more than 60 days, CORPBANCA may terminate the Agreement by written notification to IBM without any cost whatsoever. In any case, CORPBANCA shall pay IBM any non-recovered implementation cost and any reasonable expense related to the cost of suspending the services.

c. this Clause does not affect IBM’s obligations to provide Disaster Recovery Services, if applicable, as established in Appendix A (Services) of the Agreement, provided that such Case of Force Majeure does not prevent IBM from providing such Recovery Services.

d. During the Case of Force Majeure, CORPBANCA shall continue paying the Service Charges to IBM insofar as IBM puts into practice that indicated in letter b).

13.07  Freedom of Action

a. IBM may enter into similar contracts with other clients, as well as develop and supply similar machines, programs or services to, or ones that compete with, the machines, programs or Services contained in the present Agreement, provided that the supply of such machines, programs or services do not violate CORPBANCA’s patents or copyrights pursuant to applicable law.

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b. IBM personnel who provide Services pursuant to this Agreement may provide similar services to other clients and the present Agreement shall not prevent IBM from using such personnel as well as the equipment provided to CORPBANCA under this Agreement, for such purpose.

13.08  Geographic Scope of Services

The Parties’ rights and obligations resulting from this Agreement are valid only in the territory of the Republic of Chile.

13.09  Applicable Law and Jurisdiction

Chilean law shall be applicable for the interpretation and performance of this Agreement.

13.10  Risk of Loss

CORPBANCA assumes the risk of loss or damage, for the balance not indemnified by insurance companies, for equipment belonging to or leased by IBM, which is located at CORPBANCA’s facilities, as well as the risk of any loss or damage to the Programs that belong to, or are licensed to IBM which are in CORPBANCA’s possession at the time of the loss or damage in question. IBM assumes the risk of loss or damage for equipment belonging to or leased by CORPBANCA that is located at IBM’s facilities, as well as the risk of any loss or damage to Programs belonging or licensed to CORPBANCA that are in IBM’s possession at the time of the loss or damage in question.

13.11  Joint Verification

For six months after the Agreement Start Date (theJoint Verification Period), CORPBANCA and IBM reserve the right to inventory and check any information reflected or omitted in the Agreement. If during the Joint Verification Period errors are detected in the information contained in this Agreement or errors due to an omission in this Agreement, IBM and CORPBANCA shall amend the Agreement by equitably adjusting the Charges, Baseline and any other term of the Agreement affected by such errors. If an agreement is not reached regarding the error or equitable adjustment, CORPBANCA and IBM shall submit the matter to the Dispute Resolution Procedure.

13.12  Access to the Superintendence of Banks and Financial Institutions (SBIF)

IBM:

(a) grants free access by SBIF to IBM’s facilities where the Systems Operations Services are provided, in order for allow the Superintendence to undertake an examination of the risks associated with data processing, with respect to the safeguards over confidentiality and control over operational and technological risk;

(b) agrees to take all necessary measures to safeguard the confidentiality required by law, current regulations for financial institutions, and any specific instructions the SBIF may issue.

IBM undertakes to provide such information as the SBIF requests with respect to: (a) the organization and adequate personnel with experience in data processing; (b) a system of internal control consistent with the services to be contracted; (c) delivering all information which the SBIF or another competent authority may require.

IBM undertakes to comply faithfully and in a timely manner with the legal precepts applicable to financial institutions that affect the contracted services, in particular regulations regarding bank secrecy and confidentiality, retention of documents, files, accounting and, in general, IBM shall undertake to refrain from any action or omission which might imply liability, pursuant to current law, for the bank, its directors, executives, employees and personnel in general.

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13.13  Amendments

a. Amendments to this Agreement may only be made by written agreement, duly signed by IBM and CORPBANCA.

b. Any other amendment shall be deemed null and void.

c. Any term or condition not signed by IBM and CORPBANCA shall be unenforceable against the parties.

13.14  Notices and Approvals

a. In those cases in which the provision of the Services by IBM requires or depends on CORPBANCA’s taking actions (such as supplying an approval or notification, or taking recommended corrective action) under the scope of this Agreement and CORPBANCA delays or does not take such action within the agreed period (or, if a specific period is not specified, during the course of the five business days immediately after the date on which such action should have been taken), IBM shall be released from its obligation to provide the Services affected by the breach, omission or delay by CORPBANCA or, if it is reasonable for IBM to provide them once CORPBANCA complies, until such time as CORPBANCA complies with its responsibility. CORPBANCA agrees to pay IBM any additional expense it incurs because of the foregoing.

b. IBM and CORPBANCA may communicate with each other through electronic media, such communication having the nature of a signed document, insofar as applicable law allows it. An identification code (user ID) included in an electronic document shall have sufficient legal validity to verify the identity of the sender and the authenticity of the document.

c. Unless otherwise specified in the Agreement, when IBM or CORPBANCA must deliver correspondence to the other party, such correspondence shall be deemed delivered when any of the following cases first occurs:

1. On the day of receipt, if delivered in person or electronically;

2. one business day after its having been delivered to a courier company with a reliable system of recording urgent deliveries; or

3. three business days calculated from the date sent, when local postal services, certified mail with return receipt requested, or postage paid services are used.

The foregoing rules only effect communications between the parties and in no way change or modify legal methods of summons.

d. IBM and CORPBANCA shall make notifications under the Agreement as follows:

1. For termination, interruption or breach:

If to IBM:	with a copy to:
General Manager	IBM Project Executive
Address:	Address:
Fax:	Fax:
Phone:	Phone:

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If to CORPBANCA:	with a copy to:
General Manager	CORPBANCA Project Executive
Address:	Address:
Fax:	Fax:
Phone:	Phone:

2. For all other notices

If to IBM:	If to CORPBANCA:
IBM Project Executive	CORPBANCA Project Executive
Address:	Address:
Fax:	Fax:
Phone:	Phone:

e. IBM and CORPBANCA may amend the address, telephone or fax numbers for notification purposes, by notifying the other party in advance in writing of the new information and the effective date thereof.

13.15  Confidentiality of this Contract and Publicity

The provisions of the present agreement are confidential and they may not be disclosed to third parties, except if required by a competent authority.

Each of The Parties shall submit to the other all material related to publicity, printed sales promotion, press releases and other publicity matters related to this Agreement, in which the name or trademark of the other Party is mentioned or could be inferred from the language employed in relation to such name or trademark; and such publicity, sales promotion, press releases or other publicity matters shall not be published or used without prior written approval from the other Party. However, either Party may include the name of the other and a description of the work performed as stipulated in this Agreement, in Press Bulletins to Employees, stockholders and direct and indirect controllers, on their reference lists and in the experience section of proposals to third parties, in internal business planning documents and in their Annual Reports to Stockholders, as well as when required for reasons of a legal, accounting or regulatory nature.

13.16  Contractual Relationship

This Agreement shall not be construed as:

a. CORPBANCA becoming a partner with IBM;

b. creating any form of legal association between CORPBANCA and IBM that might generate any liability whatsoever for either Party for the actions or omissions of the other, or any other form of fiduciary relationship or duty between IBM and CORPBANCA; or

c. granting CORPBANCA or IBM the right, power or authority (express or implied) to create any duty or obligation for the other Party.

13.17  Resale

CORPBANCA shall not resell the Services in whole or in part, nor make the available Services available to any person whatsoever in whole or in part, except the Service Recipients.

13.18  Service Recipients

a. Notwithstanding the fact that the Service Recipients are CORPBANCA, [crossed out by hand:] [handwritten above line:]its affiliates and related parties, all claims or rights which they claim to have against IBM shall be directed against it only through CORPBANCA. [handwritten at bottom:]The crossed-out part of 13.18 is invalid. The handwritten addition is valid.

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b. CORPBANCA represents and guarantees that it shall reach an agreement in writing with the Service Recipients, prior to the provision of the Services to such Service Recipients, which provides, to IBM’s benefit, that:

1. The Service Recipients may only submit claims or demands through CORPBANCA, and shall not be party to any legal action or demand, directly or indirectly, against IBM or its Affiliated Companies or their employees, officials or directors, which result from or are in connection with this Agreement; and

2. the Service Recipients shall direct all communications related to this Agreement to and through CORPBANCA, and not to or through IBM.

c. CORPBANCA shall remain fully liable for the performance of CORPBANCA’s obligations pursuant to this Agreement with respect to the Services provided to such Service Recipients.

d. Nothing contained in this Clause releases CORPBANCA from its obligations or modifies IBM’s obligations pursuant to this Agreement.

13.19  Severability

If it is held that any Clause of this Agreement is invalid, illegal or unenforceable, the remaining Clauses of this Agreement shall not in any way be thereby affected or invalidated, and the invalid, illegal or unenforceable Clause shall be reformulated to reflect the original intentions of the Parties pursuant to this Agreement in the closest manner possible for it to be in accordance with the law.

13.20  Subsistence

Any of the terms of this Agreement which, because of its nature, subsists beyond its maturity or termination, shall continue to be in effect until it has been completed, including Confidential Information, applicable law and jurisdiction, indemnifications, intellectual property rights, limitations of liability, prescription, charges, credits and payments, third-party beneficiaries and guaranties.

[crossed out by hand:]

13.21  Third Party Beneficiaries

This Agreement shall not create any benefit, right, claim, obligation, cause or action with respect to any person or entity (including Affiliated Companies, Service Recipients, Third Parties or Subcontracts) other than CORPBANCA and IBM pursuant to this Agreement, except as established in Clause 10.0 (Indemnification) and in Clause 11.0 (Limitation of Liability) of this Agreement.

[handwritten:]13.21 This agreement does not grant any direct action against IBM, to CORPBANCA’s affiliates and related companies, nor through the latter, pursuant to the procedure established in Clause 13.18, above.

13.22  Arbitration

Any difficulty that arises between the Parties based on the validity, interpretation, performance or termination of this agreement which could not be resolved pursuant to the procedure contained in the preceding clause, shall be resolved by a general arbiter, that is, he shall have the authorities of an arbitrator in terms of the procedure and he shall decide pursuant to the law. The appointment of the arbiter shall be made by the Parties by joint agreement, and in the absence of an agreement by the ordinary courts, in which case the appointment of the arbiter shall befall a person who holds or has held during 18 months of the three (3) years prior to the appointment, any of the following positions: an Attorney authorized to practice before the Supreme Court or the Court of Appeals of Santiago, or a Dean or Department Director at the Schools of Law of the University of Chile or the Catholic University of Chile,

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Santiago campus, or a Full Professor thereat in Civil or Commercial Law for at least two years. The decision of the arbiter shall be subject to all legal appeals.

[handwritten at bottom:]The crossed-out part is invalid. The handwritten addition is valid.

13.23  Forbearance

The exercise or failure to exercise in whole or in part of any right or duty stipulated in this Agreement shall not constitute a waiver of any prior, concurrent or subsequent rights within this Agreement.

13.24  Transitional Clause

The present agreement is signed pursuant to the obligation contracted by the Parties in accordance with CORPBANCA’s letter dated December 20, 2000, by which it agreed to contract the Services and IBM undertook to provide them, and the amendment thereof dated March 20, 2001. The parties state that the services indicated therein have been performed and that of the charges for such Services the amount of US$ 123,122 has been billed and paid to the full satisfaction of the parties, the amount of US$ 74,626 billed prior to this date pending payment, and the amount of US$ 164,625, which IBM shall bill no later than April 15, 2001, pending billing and payment.

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THE PRESENT AGREEMENT, WHICH HAS BEEN WRITTEN BASED ON THE PROPOSAL FROM IBM, AND NEGOTIATED JOINTLY BY THE PARTIES, IN THE SPANISH LANGUAGE, THAT THEY UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE PARTIES AGREE THAT THE AGREEMENT AND ITS APPENDICES CONSTITUTE THE FULL AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES IN RELATION TO THE PURPOSE OF THIS AGREEMENT AND THAT IT REPLACES ANY PRIOR COMMUNICATION, VERBAL OR WRITTEN, BETWEEN THE PARTIES WITH RESPECT TO THE OBJECTIVE OF THE PRESENT AGREEMENT. [initials]

[handwritten:]

IN WITNESS WHEREOF, THEY SIGN IT IN DUPLICATE IN THE CITY OF SANTIAGO, CHILE, ON MARCH 30, 2001. [initials]

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CORPBANCA		IBM de Chile S.A.C.
By:	Jorge Selume Zaror	By:	Rafael Guzmán González Gabriel
Gimenez
[signature]		[2 signatures]
Authorized Signature		Authorized Signature
[initials]

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Exhibit 4.A.2

SERVICE CONTRACT

In Santiago, Chile, on July 6, 2001, by and betweenCORPGROUP INTERHOLD S.A. [handwritten above line: RUT 97.023.800-2], a company formed under the laws of Chile, with domicile at Pedro de Valdivia 100, 14^th Floor, Santiago, Chile, hereinafter “CorpGroup,” represented by Ms. Maritza Saieh Bendeck, a Chilean national, married, civil engineer, national identification card number six million eight hundred thirty-four thousand twenty-three dash three, with domicile for the purposes of this contract in this city, Calle Pedro de Valdivia 100, 14^th Floor, in her capacity as General Manager, andCORPBANCA, a company formed under the laws of Chile, with domicile at Huérfanos 1072, Santiago, hereinafter “the Bank,” represented by Mr. Mario Chamorro Carrizo, a Chilean national, married, business engineer, national identification card number seven million eight hundred ninety-three thousand three hundred sixteen dash K, with domicile in this city, Calle Huérfanos 1072, in his capacity as General Manager, agree to enter into a contract for the provision of services which shall be governed by the following clauses:

FIRST: “CorpGroup” shall provide “the Bank” with professional and technical consulting, with its own employees or through professionals hired for that purpose, in the following areas:

a) Finance. Includes:

i) Defining procedures and systems for generating financial information;

ii) Preparing management reports, budgets and cash flow statements;

iii) Preparing the information required for compliance with tax regulations;

vi) Definition and implementation of administrative procedures.

[2 sets of initials]

b) Legal. Includes consulting in:

i) Preparation and/or analysis of corporate bylaws and reports on any changes thereto;

ii) Preparation, formulation and analysis of chattel mortgage agreements, technology data processing agreements, chattel mortgage agreements [sic], promises, guaranties, specific transactions, etc.;

iii) General legal advice and such legal services as the company may require.

c) Studies. Including:

i) Economic and financial analysis of sectors, industries and target markets;

ii) Evaluations and feasibility studies of investment plans and new business.

SECOND: This contract shall endure for five years calculated from the date hereof, and shall be renewed automatically for successive annual periods, unless any of the parties notifies the other in writing of its decision not to renew it, at least thirty calendar days in advance of the expiration date of the respective annual period.

THIRD: The price for the services provided by “CorpGroup” shall be UF 6,250, payable monthly in its equivalent in pesos, national currency. Taxes levied based on the present contract shall be borne by “CorpGroup.”

Travel, food and lodging expenses for “CorpGroup” personnel on the assignments they undertake outside of Santiago, Chile, shall be borne by CORPBANCA.

[2 sets of initials]

The payment of any applicable taxes shall be borne by CORPBANCA, for which effect “the Bank” shall withhold and pay them, remitting the resulting net amount to “CorpGroup” in the manner indicated below.

The services may be provided directly by “CorpGroup” or by any affiliated or related company, in which case the corresponding payments shall be made directly to the company performing the service.

FOURTH: Nonpayment within the period agreed in the preceding clause shall by law place “the Bank” in default, and without need of any prior written or judicial notification, arrears interest of 9% (nine percent) per annum on the balance owed will accrue from that time.

FIFTH: “CorpGroup”, at its offices in Chile, shall provide the service. “CorpGroup may perform consulting tasks at the offices of “the Bank” or in another place as requested by CORPBANCA.

SIXTH: The contracted service may include the preparation of a report on the matter under consultation, travel by professionals and technicians to CORPBANCA’s offices, or telephone consultations.

SEVENTH: All expenses required for the provision of the assistance agreed shall be borne exclusively by “CorpGroup,” with the exception of travel, food and lodging expenses for personnel who perform their tasks in another place, as requested by “the Bank,” as stated in the third clause.

EIGHTH: The present contract shall not imply exclusivity on the part of “CorpGroup,” and it reserves the right to provide services

[2 sets of initials]

similar to those contracted through this document to third parties, except in the case of companies that compete with “the Bank” in the domestic market.

NINTH: “CorpGroup” undertakes to keep strict confidentiality over the information it becomes aware of through performance of the present contract, which shall be deemed secret. This obligation shall subsist without a time limit, even after termination of the contracted services, “CorpGroup” undertaking to impose the same duty of confidentiality upon the personnel it deploys to provide the service.

TENTH: All difficulties that might arise between the parties in relation to the validity, interpretation and performance of this contract, shall be resolved by an arbiter, who shall decide as the sole authority and without the form of a trial, the parties hereby waiving all legal appeals. Mr. Miguel Ángel Poduje Sapiain is appointed arbiter. The parties hereafter waive any grounds for disqualification or recusal, which exist at this time, or which might exist at the time his intervention is required.

If the arbiter cannot or does not wish to act, and faced with a lack of agreement by the parties regarding another person, the appointment of the arbiter shall be the responsibility of Santiago’s Civil Court on duty; in this latter case the arbiter shall have the capacity of an arbitrator in the matters of procedure and of law regarding any decision. Lack of agreement by the parties shall be understood if any of them appeals to the competent Court to request the appointment of a surrogate arbiter.

The arbitration shall take place in the city and community of Santiago, and the arbiter, regardless of the mechanism of his appointment, is authorized to establish procedures and forms of notification in case of disagreement by the parties.

[2 sets of initials]

ELEVENTH: For all legal effects derived from this contract, the parties establish domicile in the Community of Santiago.

[signature]	[signature]
for CORPBANCA	for CORPGROUP

Corp Banca Chile. Contract

[2 sets of initials]

Exhibit 4.A.3

SOFTWARE CONSULTING AND DEVELOPMENT AGREEMENT

“IBS” INTEGRATED BANKING SYSTEM

BY AND BETWEEN:

DATAPRO, INC.

1300 BRICKELL BAY DRIVE

MIAMI, FLORIDA 33131

USA

AND

CORPBANCA

(CLIENT)

HUÉRFANOS 1072

SANTIAGO, CHILE

REPUBLIC OF CHILE

This agreement establishes the terms and conditions according to which Datapro, Inc. (DATAPRO) agrees to provide consulting and development for the “IBS” Integrated Banking System, and CORPBANCA (the CLIENT) agrees to accept the development and thereafter accepts a nontransferable and nonexclusive usage license for DATAPRO’s “IBS” Integrated Banking System, as well as the corresponding DATAPRO support software specified in this agreement and its pertinent documentation (such software and documentation shall herein be called “the System” or “Systems”).

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A. PARTIES

The parties of this Agreement are DATAPRO INC., domiciled in the United States of America, State of Florida, city of Miami, 1300 Brickell Bay Drive, Miami, Florida 33131, represented by its Vice President Mr. Francisco González, a businessman with the same domicile, pursuant to the agency proved at the end, party of the first part, and the party of the second part, CORPBANCA (CLIENT), a Chilean banking company, domiciled in the city of Santiago, Republic of Chile, represented by its General Manager Mr. Mario Chamorro Carrizo, both with domiciles at Calle Huérfanos 1072 in this city and Community, all those appearing herein state that they are invested with sufficient legal authority to enter into the present agreement definitively and in an obligatory and binding manner.

First. COMMISSIONED SERVICE

For the adequate performance of its business, the CLIENT requires software or an integrated banking system, for which it commissions DATAPRO to advise on the creation, development and implementation of an Integrated Banking System (“IBS”), in the bank and its affiliated companies, whose needs, technical features and requirements are contained in the Appendices that form an integral part of the present agreement. The consulting includes the development of the “IBS” system, its implementation and the maintenance thereof during the life of the agreement, and upgrades necessary due to growth, regulation or such other changes as occur. For its part, DATAPRO accepts the consulting services with which it is commissioned under the terms established in this agreement.

B. GRANTING THE LICENSE

The parties agree that the present consultation will imply the creation of Integrated Banking Software (“IBS”), which shall be prepared by Datapro for the CLIENT. Inasmuch as the creation of the system involves the relevant intellectual contributions and technical knowledge provided by DATAPRO, the parties agree to grant the CLIENT a Usage right or License, pursuant to the terms and conditions of this agreement. The parties agree that DATAPRO, for its part, shall have the intellectual property rights over the “IBS” Integrated Banking system, which shall be developed for the CLIENT, and as such, DATAPRO may sell it to third parties. In the case of the Republic of Chile for the first 18 months after entering into this agreement, the CLIENT and DATAPRO have agreed to certain terms and conditions by which DATAPRO may sell the “IBS” Integrated Banking System in Clause XVII of this agreement.

Wherefore, DATAPRO grants the CLIENT a nontransferable and nonexclusive license to use the “IBS” Integrated Banking System specified in Appendix A-1, pursuant to the terms and conditions of this Agreement.

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LIFE OF THE AGREEMENT

The present agreement, and any license granted pursuant to its terms and conditions, shall continue in effect for a period of ninety-nine years (99) from the date it is signed, unless it is terminated by either party under the termination provisions contained in this agreement, pursuant to Article VII.

For the first five (5) years, the system maintenance and new requirement upgrade service under the present agreement is obligatory and an integral part of this agreement, and the CLIENT shall make the payments required by Article XI(c)(7). The maintenance service shall be renewable automatically and successively for five (5) year periods, unless any of the parties takes the decision to end or terminate it one year in advance of the expiration of the current period at that time, by written notification to the domicile of the other party.

D. CONTENT

The present Agreement includes the Appendices described in Article XI hereof, each one of which, when signed by the parties, forms part of this Agreement.

GENERAL TERMS AND CONDITIONS OF THE AGREEMENT

1. CLIENT’S RIGHTS OF USE

A. The development of the “IBS” Integrated Banking Software and the License herein granted allows the CLIENT to use the System exclusively at the address indicated in Article XI (the “Designated Site”).

B. The CLIENT may transfer the “IBS” System to a new address, upon notification to DATAPRO of the new address.

C. When a Designated Site is temporarily inoperative; the license herein granted shall be automatically expanded to allow the temporary use of the System at another data center, without prior agreement. Once the Designated Site becomes operational again, the CLIENT shall return the System to that site and the provisional expansion cited above shall be null, or it shall notify DATAPRO that the new center shall be the Designated Site, pursuant to Article XI.

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D. The CLIENT shall notify DATAPRO in a timely manner of the physical location or site where the tasks will be performed and the address to which all information required from DATAPRO under this agreement should be sent from DATAPRO’s domicile in the United States to the CLIENT’s domicile in Chile.

II. CHARGES AND PAYMENTS

A. The charges for the development and implementation of the usage license are specified in Article XI of the present agreement. The CLIENT shall make the payments to DATAPRO for the development of the “IBS” SYSTEM as well as all other charges included in this agreement in the manner stipulated in the Payment Plan in Appendix A-10. Other payments, such as maintenance, travel expenses, telecommunications, etc., shall be paid pursuant to the provisions of the respective Appendices or articles of this agreement.

B. Such additional tasks and services provided by DATAPRO which are not part of the services which DATAPRO provides as part of the present Agreement, shall be agreed and billed based on the hourly rate in effect at the time they are performed. Furthermore, the CLIENT must pay any additional expense incurred by DATAPRO to perform the additional tasks and services commissioned by the CLIENT, authorized in advance.

C. Unless otherwise indicated in Article XI, all invoices shall be sent to the CLIENT at the address indicated on the first page of this agreement.

D. Unless otherwise indicated herein, the CLIENT shall make its payments to DATAPRO for all charges that are billed under this agreement, within the thirty (30) days after having received the invoice from DATAPRO. The CLIENT shall make its payments to DATAPRO at its office in Miami, Florida, pursuant to the specific instructions on the invoice. Any invoice pending payment for more than sixty (60) days shall be subject to the collection of eighteen (18%) percent per year arrears interest. DATAPRO shall also have the right to recover such reasonable expenses as it incurs in legal actions to recover these balances owed.

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III. DELIVERY AND IMPLEMENTATION

A. The “IBS” Integrated Banking System to be developed by DATAPRO for the CLIENT shall be accompanied by corresponding documentation, which shall be comprised of a Technical Manual and an Operating Manual, and a copy of the corresponding System support documentation shall accompany it.

B. DATAPRO shall provide training and instructions to aid the CLIENT in the installation and operation of the System as specified in the corresponding Training Plan Appendices.

C. DATAPRO shall provide a copy of the source program library for all modules to be developed, listed in Appendix A-1. This library shall contain the improvements made to the System at the request of the CLIENT.

IV. SYSTEM MAINTENANCE

A. For the first five (5) years, the maintenance service is obligatory and constitutes an essential part of this Agreement. The maintenance service shall be renewable automatically and successively for five (5) year periods, unless either party decides to end or terminate it one year in advance of the end of the period in effect at the time, by written notification to the address of the other party. If the CLIENT fails to perform its obligations to make maintenance programs to DATAPRO, it shall be deemed a cause for suspension of services and for DATAPRO to accelerate termination of this Agreement, pursuant to the provisions in Article VII of this agreement.

Appendix A-2 describes the terms and conditions for maintenance coverage.

B. The CLIENT shall implement in the System, promptly and at its own expense, all revisions and/or improvements sent by DATAPRO, with the remote support that DATAPRO provides and with the documentation to do so. The CLIENT acknowledges that failure to implement such corrections and/or improvements, without following the documentation provided by DATAPRO, may cause anomalies in the System capable of partially or completely inhibit its operation.

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C. The CLIENT shall reimburse DATAPRO for the expenses incurred in connection with the provision of support services not caused by System defects, or which occur as the result of providing services other than those described in Appendix A-2. Such charges shall be billed to the CLIENT as described in Section II B.

V. PROPRIETARY INFORMATION

A. The CLIENT acknowledges that the System to be developed by DATAPRO is the intellectual property and proprietary information of DATAPRO. Nothing in the present Agreement should be interpreted as granting title or ownership rights to the CLIENT or any other right except such as are herein included.

DATAPRO shall defend or resolve at its own expense, any claim made against the CLIENT that the system violates any patent, copyright or other third party proprietary right, and it shall not hold the CLIENT responsible for any litigation or attorneys’ fees which result therefrom, provided that the CLIENT notifies DATAPRO in writing of the existence of the complaint.

B. Except as stipulated in Article V.C., the CLIENT agrees that it may not sell, assign or distribute the System or any part thereof to any person, firm or corporation without prior written consent from DATAPRO. Likewise, the parties agree that the client must limit access to the System to those employees or persons hired to perform the CLIENT’s services, whether employees or not, outside persons and/or companies, which have a need for such knowledge and access for the performance of their regular functions as performers of services contracted by the CLIENT.

C. Pursuant to the conditions described below, the CLIENT may disclose the documentation related to the System, to auditors or examiners for a public accounting firm, or inspectors for an agency of the government or other institutions that require it for relevant purposes, provided that they assume the confidentiality commitment in writing for the information they obtain. Such disclosure shall be as a function of the degree of knowledge of the System that these persons need.

6

The right to such disclosure implies the obligation that the CLIENT inform each of these persons that the system and the documentation may not be disclosed by virtue of the present agreement and inasmuch as DATAPRO has acquired property rights over the system created; the CLIENT shall demand and require in writing from each of them the security and protection of the proprietary nature and the return to the CLIENT, once they have finished using it, of all material that was delivered to them.

D. The CLIENT shall not use, create or order the creation of any additional copy of the System (including source and object libraries) unless specifically authorized under the present Agreement, for support reasons or with prior written consent from DATAPRO. The CLIENT further agrees not to allow any third party access to the System’s source or object libraries through use of electronic or telecommunications methods. Of course, the parties agree that the CLIENT has a right to have additional copies of the production System, one copy for development and/or testing and one copy for contingencies.

The CLIENT acknowledges that by granting DATAPRO the right of reproduction, it is not waiving any of its rights under this Agreement and the CLIENT is not released from liability if any person for whom the reproduction was made, inappropriately uses or discloses the System or documentation.

E. The conditions included in the present Article V shall be applicable to both the initial System delivered by DATAPRO and the subsequent versions thereof, including revisions and improvements developed by DATAPRO or the CLIENT. Article V shall survive the expiration or termination of this Agreement or any license granted pursuant to its terms and conditions.

F. The CLIENT agrees that DATAPRO shall have the right to any compensation which is available under law or equity if the CLIENT does not perform its obligations under this Article V, such compensation and indemnification being limited to the amount which both parties have limited their liability for any damages under this agreement.

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VI. CLIENT’S CHANGES

The CLIENT shall assume responsibility for any changes it makes to the System on its own account and without the advice of and instructions by DATAPRO. In no case shall DATAPRO be obligated to provide maintenance or support to any change that has not been approved by DATAPRO, which may not be denied without just cause. DATAPRO shall not assume responsibility for System failures or inconsistencies with the documentation that are caused by changes made by the CLIENT, without DATAPRO’s advice or instruction.

The CLIENT specifically understands that changing the System delivered by DATAPRO, without its advice or instructions, could affect in whole or in part the functioning of any other change, solution, correction, improvement and new versions of the System and its corresponding documentation.

VII. TERMINATION

This agreement and any License granted pursuant to its terms and conditions may be terminated upon expiration of the applicable term or renewal thereof.

If the CLIENT fails to pay any invoice in its entirety by its due date, which is not covered by a written claim, or if it fails to perform any obligation under the terms of this Agreement, DATAPRO shall have the right to cease working immediately without liability to the CLIENT for any damage, and to deem this Agreement terminated by the CLIENT. The CLIENT shall be liable for the amounts specified in this agreement including maintenance service payments for the first five (5) years after entering into the agreement, which are obligatory. Any amount paid by the CLIENT to DATAPRO in case of default by the CLIENT not covered by a written claim, prior to such occurrence, shall remain DATAPRO’s property. DATAPRO may deem the present agreement terminated by the CLIENT and recover possession and all rights over its software and documentation.

If DATAPRO does not comply with the terms of this Agreement, the CLIENT shall send written notification to DATAPRO (pursuant to Article XVI), informing it of such breach, and DATAPRO shall have up to thirty (30) days to respond in writing explaining the steps that are being taken to resolve the breach and thirty (30) days to resolve the breach. If DATAPRO

8

cannot resolve the breach or reach a written agreement with the CLIENT, the CLIENT shall have the right to terminate the agreement. Should this occur up to ninety (90) days after the launch of production, the CLIENT shall have the right to recover the amounts paid to DATAPRO for Licenses and revisions and shall return to DATAPRO the Software and Documentation provided. If during the period after implementation of the System the CLIENT notifies Datapro in writing ninety (90) days in advance that it intends to cease using the System and return the corresponding software and documentation to Datapro, the agreement expires and the obligations of both parties cease except those related to confidentiality (Clause IX below).

VIII.  NON-ASSIGNABILITY

Except as herein stipulated, the CLIENT may not, without written consent from DATAPRO, assign its rights under this Agreement or any license created hereunder.

Despite the foregoing, the CLIENT may, without prior written consent from DATAPRO, assign its rights under this Agreement to its parent company, a subsidiary which is the exclusive property of such parent, a related company in the same group or such company as it merges with or is absorbed by, provided that such assignee agrees to comply with the applicable obligations of this Agreement and DATAPRO is notified in writing of such assignment signed by the CLIENT and its assignee.

Furthermore, the provisions of Article I of this Agreement shall not be affected by any assignment, and it shall relieve the CLIENT of its obligations with DATAPRO under this Agreement.

IX. CONFIDENTIALITY OF CLIENT’S INFORMATION

In the performance of its obligations under this Agreement, the CLIENT may deliver to DATAPRO, in writing, material or information related to the CLIENT’s business that it deems confidential and which is not publicly known or available from other sources.

DATAPRO shall keep all this material and information confidential and shall do everything within its ability to limit access to such materials and information to those of its employees who need to know such information for the performance of their normal responsibilities.

9

X. TAXES

Beyond all the charges herein indicated, the CLIENT shall pay DATAPRO all withholding taxes or surcharges which are applicable to this Agreement or which are measured or calculated as a function of the payments made under it and which must be charged to DATAPRO or paid by DATAPRO or to the tax authorities. This proviso includes sales tax, V.A.T., usage taxes and property taxes, but does not include DATAPRO’s franchise taxes or taxes based on DATAPRO’s profitability, or taxes for which the CLIENT is exempt under the law with a legitimate tax exemption certificate.

XI. DATA CENTER AND LICENSED SYSTEM

A.	The Designated Site for the installation of the System pursuant to the Agreement is:
	CORPBANCA
	Huérfanos 1072
	Santiago, Chile
	Republic of Chile
B.	DESCRIPTION OF APPENDICES	APPENDIX NUMBER
	Integrated Banking System	A-1
	Maintenance Contract	A-2
	Improvements	A-3
	Confidentiality	A-4
	Implementation / Training	A-5
	Travel Expenses	A-6
	Conversion	A-7
	Telecommunications Expenses	A-8
	Hardware Model Change	A-9
	Payment Plan	A-10
	User and Technical Manuals	A-11
	Implementation Plan	A-12
	Additional Corporate Licenses Agreement	A-13

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C. DEVELOPMENT AND LICENSE

DATAPRO shall develop and install the “IBS” Integrated Banking System version 4.7. The cost of development of the Usage License is related to the Processor’s performance.

The FOB cost and development (USA) of the “IBS” Integrated Banking System and its Usage License is US$550,000.00 less the special discounts given to the CLIENT of US$170,000.00, make the Net FOB Cost (USA) for the development and Usage License US$380,000.00.

The CLIENT shall notify DATAPRO in writing once IBS is placed in production to process the CLIENT’s transactions, of the AS/400 Model, the CPU CPW performance and the CPWS Interactive Performance; this information shall be included as an additional appendix to Article XI(C).

D. SUMMARY OF THE PAYMENT SCHEDULE

1. Charge for Developing the “IBS” Integrated Banking System

US$380,000.00:

10% of the amount for Development upon signing the agreement

30% of the amount for Development at the start of Branch and/or Agency training

60% of the amount for Usage Development when launched (the “System” placed in production for handling the CLIENT’s transactions).

2. Charge for Upgrades and Revisions

The total charge for upgrades and revisions is US$279,625.00.

3. Implementation / Training

The total charge for implementation and training is US$155,600.00.

11

4. Electronic Conversion of the Database

The total charge for converting the database is US$30,000.00 less a special discount of US$10,000.00, thus a net amount of US$20,000.00.

5. Project Manager

The charge for the Project Manager is US$20,000.00.

6. Management and Development Control by CLIENT’s Personnel

This implies 12 trips on the part of Datapro’s Director of Development to manage and supervise the development effort of the CLIENT’s programmers. The cost of this support is $72,000.00 plus Travel expenses (see Appendix A- 6).

Travel expenses shall be against presentation of an invoice.

7. Maintenance Agreement

The monthly cost of the maintenance agreement for the systems to be developed for the CLIENT is:

•      IBS, e-IBS, e-IBS Forms and e-IBS Image	$	4,750.00
•      IBS Branch – Cash and Signature1	$	2,187.50
•      d-IBS (Datapro Internet Banking System)	$	1,000.00
•      Internet Corporate Banking System	$	750.00
Total Monthly Maintenance Charge	$	8,687.50

In consecutive years the Maintenance Agreement increases by a percentage (%) equal to the cost of living increase in the US, up to a maximum of 5% on an annual basis. Coverage begins on the first day of live operation.

¹ Tr.:firma. This also meansfirm (as in “PriceWaterhouse is a firm of accountants”); there is insufficient context to ascertain the meaning in this instance.

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8. Other Products that Datapro will develop:

A. Internet Corporate Banking
Base License	$	75,000.00
Less Special Discount	$	15,000.00
Net Cost of the License	$	60,000.00
Cost of Setup and Training	$	5,600.00
Refer to Appendix A-10 for payment method
B. IBS Branch (Web Version) – Cash and Signatures
License Charge	$	200,000.00
Less Special Discount	$	25,000.00
Net Amount for Licenses	$	175,000.00
Installation / Setup and Training (Pilot Office)	$	20,000.00
Refer to Appendix A-10 for payment method
C. d-IBS (Datapro Internet Banking System)
Usage License Charge	$	125,000.00
Less Special Discount	$	30,000.00
Net Cost of Usage License	$	95,000.00
Charge for Installation / Setup / Training	$	10,000.00
Charge for Graphic Customization	$	10,000.00
Refer to Appendix A-10 for payment method
D. SWIFT Alliance Entry Level Interface
Usage License Charge	$	27,000.00
Installation / Setup / Training	$	5,000.00
Refer to Appendix A-10 for payment method

9. Revisions or Alterations (see appendix “Corpbanca Gap Analysis”)

The total charge for revisions or alterations is $279,625.00. Refer to Appendix A-10 for summary of payments.

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XII.  LIMITATION OF LIABILITY

DATAPRO does not guarantee, for any event or cause outside those expressly or implicitly stipulated in this agreement, in fact or under the law, regardless of form (e.g., contract, negligence, etc.) where any legal or equity transaction may be brought against DATAPRO, anything other than that contained in this agreement and the obligations derived from it. In no case shall DATAPRO be liable for damages that exceed the amount agreed to be paid by the CLIENT for the Licenses and Revisions in virtue of this agreement, without including the amount of the payments for other items. In no case shall DATAPRO be liable for special or indirect or punitive damages or damages for lost profits, even if Datapro has been informed of the possibility of such damages, beyond the limit established. The same limitation of liability shall govern for the CLIENT for any liability or damages caused to DATAPRO.

XIII.  EFFECTIVENESS UNDER LAW

This Agreement shall be in effect and shall be governed by the laws of the State of Florida, United States of America, and all legal action filed shall fall under the jurisdiction of the state courts of Miami-Dade County in the State of Florida, United States of America, or in United States Federal Court of the Southern District of Florida.

XIV.  FULL AGREEMENT

The parties agree that this agreement and its appendices constitute the full and exclusive description of the terms and conditions between the client and DATAPRO, and that they contain the entire explanation for the performance thereof, such that they may not be modified, changed or amended except through a written document signed by an authorized representative of each of the parties. The CLIENT also agrees that the terms and conditions of any purchase order or other instrument issued by the CLIENT in connection with this agreement that is in addition to, or inconsistent with the terms and conditions of this agreement, shall not bind DATAPRO and shall not be applicable to this agreement.

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XV. LEGAL COSTS

Any legal actions brought to exercise the rights; obligations and responsibilities of the parties under this Agreement must enable the winning party to recover, in addition to any compensation obtained, its reasonable legal costs incurred in such action, including appeals.

Notwithstanding the aforesaid, without having to recur to court or to any authority whatsoever, the parties agree that DATAPRO could be subject to a fine payable to the CLIENT equivalent to US$10,000.00 if the implementation project mutually agreed in Appendix A-12 suffers a delay of more than 180 days due to DATAPRO’s negligent actions, calculated from the date when delivery should be made, duly operational, of the entire system whose development is commissioned pursuant to this agreement. DATAPRO shall not be liable for any fine if the delay is caused by the CLIENT or by causes not controlled by DATAPRO. For each additional month of delay in the delivery, DATAPRO could be subject to a fine of US$3,333.00 if such delay is caused by DATAPRO’s negligent actions by more than 360 days from the state stipulated for the System to be delivered and operational. The CLIENT shall be authorized to put an immediate end to this agreement and Datapro shall return to the CLIENT the amounts paid for Licenses and revisions.

XVI.  NOTIFICATIONS

Any notification required or allowed under this Agreement shall be sent by Certified Mail return receipt requested, and shall not be deemed made until received by the other party. Until either party notifies the other of a change in address where these notifications should be sent, they should be sent to the respective addresses specified on the first page of this Agreement, to the attention of the person whose name appears below:

DATAPRO to:	William Montiel – VP Administration – Datapro, Inc. 1300 Brickell Bay Drive, Miami, Florida 33131 USA
CLIENT to:	Armando Ariño, Corpbanca Computer Division Manager Banderas 341, 5thFloor, Santiago, Chile

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XVIII.  COMMITMENT TO EXCLUSIVE USE OF IBS IN CHILE

DATAPRO undertakes not to offer another domestic commercial bank similar to the CLIENT fully operational IBS for a period of 18 months after the signing of this agreement. Not included in this restriction are Banco do Brasil, Chile Branch, Inverlink Branch in Chile or small or offshore banks that might be interested in using IBS. Upon consent from the CLIENT, DATAPRO may obtain a waiver or exception to this temporary commitment to exclusivity.

XVIII.  ASSIGNMENT OF DATAPRO RESOURCES TO THE PROJECT

Datapro assigns the following personnel to the Corpbanca project

General Project Supervision	Ricardo R. Montero
Project Leader	Francisco González
Project Coordinator	Alfredo Fernández
Migration Coordination	Denny Sangiovani
Mainframe Training
Platform Training
Senior Analyst

Two additional full-time analysts.

XVIII.  [sic] PREPARATION OF THE AGREEMENT

DATAPRO and THE CLIENT agree that this agreement was the result of negotiations between them and that the CLIENT and DATAPRO prepared the agreement jointly.

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The terms of this Agreement are agreed by:

DATAPRO, INC. 1300 S.E. Brickell Bay Drive Miami, Florida 33131 U.S.A		Corpbanca Huérfanos 1072, 6th Floor Santiago, Chile
By:	[signature]	By:	[signature]                                              [initials]
Francisco González H. US Passport 045534231		Mario Chamorro C. R.U.T. [hw:] 7.893.316-K
Name		Name
Executive Vice President		General Manager
Title		Title
October 4, 2001		October 4, 2001

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Exhibit 4.A.4

AGREEMENT TO PARTICIPATE IN THE AUTOMATED TELLER MACHINE

NETWORK OPERATED BY REDBANC S.A.

CORPBANCA

[logo:]

Redbanc

AGREEMENT TO PARTICIPATE IN THE AUTOMATED TELLER MACHINE NETWORK

OPERATED BY REDBANC S.A.

In Santiago, Chile, on April 1, 2001, the present agreement is signed by and between Redbanc S.A., hereinafter also referred to as either “Redbanc” or “the Company,” herein represented by its General Manager Mr. René Peralta Gac, both of this domicile, calle Huérfanos 770, 12^th Floor, party of the first part, and CorpBanca, hereinafter the “Participant,” herein represented by Mr. Jorge Selume Zaror, both of this domicile, calle Huérfanos 1072, 6^th Floor, party of the second part, whose purpose is to expressly evidence the nature, characteristics, scope and mode of the services which the Company, through the Automated Teller Machine Network or other real or virtual electronic devices operated by Redbanc S.A., hereinafter the ATM Network, who shall provide to the Participant, and the terms, conditions, rights, obligations, and responsibilities which shall regulate the reciprocal relationship of the parties, all as stated below:

1. BACKGROUND

1.1 OBJECTIVE OF THE COMPANY

The sole objective of the Company, established on September 9, 1987, is to provide services designed to facilitate the performance of banking objectives, such as the installation, operation, maintenance, and development of equipment, devices, systems, and services, used for the management and operation of automated and non-automated cash and point-of-sale machines and the services related thereto, to undertake electronic fund transfers and reporting services on commercial and financial transactions, and the electronic and computerized processing of communications and data.

In the performance of its business, the Company is committed not to discriminate regarding services among the companies that are members of it, as well as the confidentiality of the data it processes, and respect of the relationships of Participants and their customers.

1.2 PARTICIPANTS

Those entities that, with such prior authorizations as are necessary, sign the present Agreement to Participate in the Automated Teller Machine Network operated by Redbanc, are Participants.

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2. SERVICES AND SERVICES OPTIONS OFFERED BY THE COMPANY

The Company, in pursuit of its corporate purpose, shall offer Participants, for use on the part of their customers or users, electronic data transfer services through Automated Teller Machines or other real or virtual electronic media. By way of illustration and example, these services may be related to the following transactions:

2.1 SERVICES

• Current account

Drafts

Fast Drafts

Cash Deposits in proprietary ATM

Document Deposits in proprietary ATM

Restricted shared deposits

Other loan payments

Consumer loan payments

Mortgage loan payments

Utilities payment

Funds transfer to savings account

Funds transfer to current account

Funds transfer to sight account

Funds transfer to other customers’ savings accounts

Funds transfer to other customers’ current accounts

Funds transfer to other customers’ sight accounts

Balance inquiry

Printout request

• Sight account

Drafts

Fast Drafts

Cash Deposits in proprietary ATM

Document Deposits in proprietary ATM

Restricted shared deposits

Other loan payments

Consumer loan payments

Mortgage loan payments

Utilities payment

Funds transfer to term savings account

Funds transfer to other customers’ savings accounts

Funds transfer to other customers’ current accounts

Funds transfer to other customers’ sight accounts

Balance inquiry

Printout request

• Line of credit

Draft

Transfer to current account

Funds transfer to Sight Account

Funds transfer to other customers’ savings accounts

Funds transfer to other customers’ current accounts

Funds transfer to other customers’ sight accounts

Balance inquiry

• Savings Account

Drafts

Cash Deposits in proprietary ATM

Document Deposits in proprietary ATM

Restricted shared deposits

Funds transfer to current account

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Funds transfer to sight account

Balance inquiry

• Credit Card

Cash Advance

Cash Payment

Document Payment

Payment against Current Account

Payment against Sight Account

Transfer to Current Account

Transfer to Sight Account

Balance Inquiry

• Other

Change PIN

Message to Bank

Deposit of Transbank sale Vouchers (Recaps)

• Options

Insufficient funds (Balance appears on screen when the user requests an amount greater than the available balance in the respective account)

Off Host balance inquiries

OAR (Multiple account management option)

2^nd Tree - Passthru

2.2 OPTIONS OF SERVICE

• Standardized services will exist on a 1st transaction tree that Redbanc will make simultaneously available to Participants.

• All shared machines must offer all 1st tree services released by Redbanc (Acquirer Role). Without prejudice thereto, all Participants may offer their card holders such services as they choose from the 1st tree, but they must offer at least draft and PIN change (Flexible Issuer Role).

• Participants may offer a 2nd Transaction Tree to their card holders on their proprietary Automated Teller Machines, or on the ATM’s of other Participants they make arrangements with. This 2nd tree shall correspond to transactions other than the general ones of the 1st tree, with the only limitation that they are not cash-dispensing.

3. COMPANY’S COMPENSATION

3.1 ADHERENCE AND MEMBERSHIP FEE

The Company shall charge the Participant, at the time it joins as a Participant in the ATM Network¸ a one-time entry fee whose amount will be established in each case by Redbanc S.A.’s Board of Directors.

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3.2 COMPENSATION FOR SERVICES

The Company shall invoice and charge Participants a different monthly fee for each of the services connected to the ATM Network.

The current fee schedule is contained in Appendix No. 1, which is attached hereto and which, once signed by the parties, is deemed to form an integral part of the present Agreement for all pertinent purposes. The fees for a specific service shall be equal for all those who use them, and there may not be differences other than those derived from the specific volume involved.

Fees may be revised and modified by the Company’s Board of Directors, no more than twice per year, except in the case of force majeure. All fee modifications shall be reported to Participants at least 60 days in advance, except in the case of force majeure.

The collection of the fees indicated in this No. 3.2 by the Company shall commence at the time use is made of the Redbanc S.A. services.

i) Fees for use of Terminals

This corresponds to the fee which must be paid to Redbanc S.A. for the use of automated teller machines or other real or virtual electronic devices owned and/or leased by it, and it includes what has been called administration (Operation to keep the terminal active, load and unload money and supplementary materials).

ii) Transaction Fees (Switch Fee)

This pertains to all services such as:

Transaction validation, switching and authorization, which includes all activities leading toward validating the relationship of the user with the Issuer Financial Institution and the password, switching (routing) the transaction to the appropriate place.

These services are paid to Redbanc for all transactions processed by the Company (in an accounting month), according to a scale broken down by the total number of normalized transactions generated by the users of each Participant issuer.

iii) Card Fees

This pertains to the amount to be paid monthly to Redbanc, proportional to the number of Cards issued by a Financial Institution, which are reported to the Company, which may potentially access the services provided.

A table shall be used as a function of the average monthly volume there is for all cards residing in Redbanc’s Computer per Participant.

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iv) Connection Fees for computers, automated teller machines or other Participant devices to REDBANC.

The following two items will be charged for these connections:

• For the physical connection, a single charge when the computer, an automated teller machine or other Participant device is connected to the REDBANC computer.

• For a right to remain connected, proportional to the value of the services associated with the connection (monitoring, updating, repair, etc.) and therefore it is monthly in nature.

v) Others services defined by the Company

Redbanc S.A. may amend Appendix No. 1, by offering different services to Participants, establishing the prevailing rates therefor.

4. AUTOMATED TELLER MACHINES

4.1 THE COMPANY RECOGNIZES THE FOLLOWING TYPES OF AUTOMATED TELLER MACHINES

i) In-wall Automated Teller Machine: These are Automated Teller Machines installed in physical locations to which users in general have access.

ii) Local Self-Service Automated Teller Machine: These are those Automated Teller Machines installed in an enclosed area which can only be accessed using a personal magnetic card.

iii) Indoor Automated Teller Machine: These are those Automated Teller Machines installed by a Participant inside its own premises, and which may only be accessed during the operating hours of the respective office.

iv) In-Branch Automated Teller Machine: An In-Branch Automated Teller Machine shall be construed as all automated teller machines installed in a bank branch or proprietary auxiliary safe or one built into them, it being a mandatory condition that the Superintendency of Banks and Financial Institutions (SBIF) have been informed thereof; regardless of the access thereto, the hours, or whether it is a Local Self-Service or Indoor Automated Teller Machine.

v) In-Company Automated Teller Machine: An In-Company Automated Teller Machine shall be construed as all those installed inside a Company, Institution, or Building, provided that such place does not have general or public access. It is characterized as such because it has operating hours similar to those of the respective institution where it is located. It shall be sufficient that access thereto be public for it to be considered a Public Automated Teller Machine.

vi) Public Automated Teller Machine: A Public Automated Teller Machine shall be construed as an automated teller machine installed in places with general access, regardless of its service

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hours (for example, Metro Stations, Railway Stations, Bus Terminals, Shopping Centers, Restaurants, Hotels, Movie Theaters, Supermarket Chains, Pharmacies, Service Stations, etc.), which do not belong to the types of automated teller machine indicated in numbers iv) and v).

vii) New Public Automated Teller Machine: A New Public Automated Teller Machine shall be construed as all public automated teller machines installed after May 1, 2000.

4.2 UNIFORMITY AND DESIGN

The Automated Teller Machines that comprise the Network that the Company operates shall have a uniform design. The Participant shall be responsible for agreeing on the uniform design for such Automated Teller Machines with the Company.

Therefore, there shall be an institutional color or colors for the ATM Network integrated into the Company’s system, a Network logotype and both signage and advertising and operating materials shall be standardized. The design shall be found in the “Redbanc Graphic Design Rules Manual.”

4.3 CONNECTION

All of the Participant’s automated teller machines shall be connected to the Company’s computer (SWITCH) in direct and Front-End mode, or Front-Back mode, called FBU. The only exception shall be such “indoor” automated teller machines the Participant decides not to connect to the Network.

4.4 USE OF AUTOMATED TELLER MACHINES

All automated teller machines available on the Network shall be for general use. Only such automated teller machines as are installed by the Participant inside its own premises which it does not wish to integrate into the Network, even when they are physically connected to the central switch, may be for the exclusive use of that Participant’s cardholders.

4.5 IDENTIFICATION OF AUTOMATED TELLER MACHINES

All terminal equipment connected to the Network shall be standard and contain the identification of the Company without prejudice to that corresponding to the respective Participant owner. Such terminals as are installed inside the Participant’s premises may carry the name of the Participant and/or the Network, depending on the type of customer that has access to such terminal pursuant to the previously established graphic design rules. Terminals connected to the Network that are not located in Participants’ premises may exclusively carry the name of the Network when they belong to Redbanc.

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5. OPERATING MODE

The Participant in the system that the Company operates hereafter undertakes and agrees to adhere to:

a) The operating mode established by it, which is contained and described in Appendix No. 2 of this instrument;

b) The standards and procedures manual, contained and described in Appendix No. 3 of this instrument.

These Appendices are stated to be known by the parties for all pertinent objectives.

The Company undertakes, with respect to the Participant, to permanently maintain a service level of 99% availability of the Network’s central facilities, and the Participant undertakes, with respect to the Company, to permanently maintain and keep its Automatic Teller Machines on the Network operational 97% of the time, except in case of force majeure. These percentage values may be modified by the Company’s Board of Directors.

The Participant agrees to cooperate in maintaining quality and allowing a reasonable inspection of its operations, if the volume of problems and errors significantly affects the users of other Participants.

6. USE OF CARDS

6.1 MANDATORY USE OF CARDS, CHARACTERISTICS THEREOF

The Network’s system may only be used through standard-format cards to be defined by the Company, whose design must include, among others, at least the following information:

i) Identification of issuer;

ii) Customer data; and

iii) The Network logo (optional).

Cards shall have a different image for each Network Participant, for which the name of the Participant shall appear on the front of the card. The back of the card will have defined spaces used for a legend which explains the conditions of use thereof and the magnetic stripes, pursuant to the standards defined by the Company.

Without prejudice to the provisions of No. 6.3, below, both the Participant and its customers and users in general shall operate the automated teller machines incorporated into the Network that the Company operates only by using cards that comply with such technical standards as may be agreed from time to time.

All ATM access cards issued by a Participant must be able to be used on all Automated Teller Machines available on the Network.

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6.2 ACTIVATION AND DEACTIVATION OF CARDS

The Participant shall notify the Company promptly through the “Renewal” or “Refresh Archive” system, of the activation of cards for a user, at least 6 hours in advance of the time when such card begins to be used. Likewise, the Participant shall promptly notify the Company of the deactivation of cards at least 2 hours in advance of when such deactivation should become effective. The respective communications may be made verbally, but in all cases must be confirmed in writing within the 24 business hours following the verbal notification. In case of card deactivation, if the aforementioned notification is not made sufficiently in advance, it shall be deemed that the card continues to be active for all effects. Once the respective notice of deactivation is received, the Company shall be liable throughlevis culpafor the consequences of improper or fraudulent use of cards. During non-banking hours, both the Participant and the user may give direct verbal notice to the Company for deactivating a card, which shall in any case be confirmed by the respective Participant through the Renewal system within 24 business hours after such notification.

6.3 GRANTING OF CARDS, REPLACEMENT

At the request of the Participant, the Company shall supply such cards as it requests within the term which in each case is agreed, calculated from the time the Participant certifiably notifies the Company of such request, which notification shall contain at least the following data:

I) Number of cards requested

II) Logotype to be included on the front

III) Design for the back.

The Participant may acquire and receive the aforementioned cards at its cost or for its exclusive benefit, directly from the manufacturer or supplier, in which event it shall be the Participant’s responsibility to adopt with the manufacturer or supplier safeguards or precautions to prevent theft or misuse.

For these effects the Company shall have the minimum technical specifications and requirements the cards must meet.

7. OPERATING ELEMENTS

The services offered by the Company shall be provided basically through the following elements:

7.1 The computer center installed by the Company, through systems, equipment, and programs comprised of the hardware, software, and other technical elements it has.

7.2 The automated teller machines, real or virtual electronic devices, and computer centers or equivalents that pertain to both the Company and the Participant with which the Company has agreed or agrees in the future to a service similar to the one established in the present document, or such as they have or may have under any title in the present or future. However, Participants may acquire these elements for their own purposes, without such forming part of the Company.

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7.3 Such other elements of all types as are necessary for the aforementioned purposes. These elements shall be supplied by the Company, at its expense, to the extent that they pertain to the functioning of its computer center and the connection of this center to Participants’ hardware, and by the latter, at its expense, with respect to the Automated Teller Machines located in its premises, whether such Automated Teller Machines are its property or are held by it or are the property or held by the Company, to its computer center or equivalent recipients and processors of such data as are electronically transmitted through the computer center operated by the Company. The amounts of cash for servicing the aforementioned Automated Teller Machines are expressly but not exclusively included among the elements to be provided at the expense of the Participant, and such shall be its sole responsibility. All communications costs shall be borne exclusively by the Company.

7.4 The personnel required to operate the central systems or data resolution. These personnel shall be exclusively managed by, the responsibility of and paid for by the Company with respect to the provision of services that it offers. For its part, the Participant shall be exclusively managed by, the responsibility of and paid for by its personnel who are needed to do what is necessary in order to receive and facilitate the services to be provided to it by the Company.

The personnel for which the Participant shall be responsible and who shall perform its functions with respect to the Company’s services, shall meet the technical specifications and instructions which to that end the Company issues. If, in the judgment of the latter, such personnel must submit to training provided by the Company, training shall in such case be included in the compensation agreed in this regard. The training of such personnel does not in any manner imply a limitation of the rights and authorities of the Participant in its capacity as employer thereof, which it shall retain in full.

The Company shall not be liable for the actions or acts of the Participant’s employees based on the performance of the latter on tasks related to the Company. Likewise, the Company shall not be responsible for the payment of wages, salaries or additional benefits of any type with respect to such employees.

The Participant shall be responsible for the damages or injuries caused by its employees for misuse or improper use of the Network and its implements provided by the Company. Likewise, the Participant shall be responsible for the damages caused by it or its employees for not following the instructions and guidelines indicated by the Company with respect to the methods and procedures for the adequate operation and correct functioning of the Network.

7.5 The Participant shall comply with the Company’s decisions with respect to instructions and guidelines to be followed related to the organization, methods, and procedures regarding all matters related to the operating mode and correct functioning of the Network and its operating objectives.

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8. CONTINUITY OF SERVICES

The Company shall provide its services to the Participant continuously, 24 hours a day, on all days during the term that it remains a Participant.

Without prejudice to the aforementioned, the services may be discontinued in whole or in part by the Company in the following cases:

8.1 Due to repair and/or maintenance functions for all or part of the elements that comprise the services.

8.2 If for any reason caused by or derived from the material, technical, and human elements that pertain to the Participant or which it has under any title, or which are its responsibility or which it employs, at the sole discretion of Gerencia de Redbanc S.A., the services the Company must provide cannot be provided normally by the other Participants who comprise the Network, this, provided that Gerencia de Redbanc S.A. has notified the Participant of the fact and it has not taken the necessary steps to overcome the deficiencies within a prudent time period.

8.3 Under and because of circumstances or situations of force majeure or acts of God.

Under the aforementioned circumstances, the Company shall not be liable for such injuries or damages as are derived therefrom by the Participants or third parties. In any case, the Company undertakes to reestablish the services as soon as the causes that gave rise to the discontinuation thereof have ceased.

9. CONFIDENTIALITY AND SECRECY

9.1 The Company and its employees undertake not to disclose in any manner or by any means each and every item of data they may receive for transmission thereof, based on the operation of the Network, or any other information that might be in their possession circumstantially as a result of such operations.

9.2 The Participant and its employees shall have the same obligation of secrecy and confidentiality as described in the preceding paragraph for all matters concerning their eventual knowledge of information of all types and the content thereof which the Company makes use of for the provision of its services, regardless of whether these are for the Participant or any other entities that comprise the Network.

9.3 Both the Company and the Participant may only reciprocally transmit such information and data to each other as are absolutely necessary for the adequate provision of the services. Such information and data may not be disclosed in any manner by any means or under any circumstance.

9.4 The prohibitions cited in the preceding paragraphs shall not prevail if there is any legal or judicial order that obligates any of the parties to make matters subject to the aforementioned secrecy or confidentiality known to the courts of justice, institutions or entities authorized by law or which act within their authorities. For these effects the Company shall exercise all rights which pertain to the Participants. When the information required forms part of the confidentiality or secrecy obligation of any of the Participants, the Company may not deliver such information without prior authorization from the affected Participant or Participants.

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9.5 Both the Company and the Participant undertake not to use information or data which are reciprocally transmitted to each other except in the cases in which it is absolutely necessary for the services provided by the Company over the Network.

9.6 The aforementioned secrecy and confidentiality obligations shall subsist even after the present Agreement has expired.

10. ADVERTISING AND PROMOTION

The Company shall be authorized to know of and approve the media, content, and elements of publicity or advertising campaigns and isolated publicity or advertising and/or mentions made through any medium by any Participant or third parties, provided that they are directly related to the Network which the Company operates. To that end, before such campaigns or isolated dissemination or mentions are made public, the Participant or third parties shall notify the Company thereof. To this end, all necessary advice shall be given. The foregoing is understood without prejudice to such advertising or promotions as the Company decides to make directly, which shall be freely determined by it. The Company may not use the logotype which the Participant uses to identify itself without having prior authorization from the Participant.

It is expressly evidenced hereby that Redbanc S.A. has ownership of the REDBANC registered trademark, its designs and isotypes. REDBANC grants the Participant a nonexclusive and nontransferable license to use the aforementioned mark and elements, and it grants it ownership thereof, undertaken to use it only in the manner allowed. The Participant undertakes to show to REDBANC, S.A. the sample usages of the trademarks, if it so requests.

11. ADDITIONAL OBLIGATIONS

11.1 Beyond the aforementioned, the following shall be obligations of the Company:

i) To have at all times and at its expense, the supply of parts, equipment, and personnel required to adequately provide the services contracted with the Participant.

ii) To supply the Participant with the advice required for it to be, at all times, in a position to receive the services provided by the Company.

iii) To contract an adequate backup computer system, in the event that due to failures in its equipment, it cannot provide its services efficiently.

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11.2 Beyond the aforementioned, the following shall be obligations of the Participant:

i) To have and supply at all times, at its expense, the supply of money, parts, equipment, and personnel required to satisfactorily receive the services provided by the Company, and to allow the Company to provide them, in turn, to other Participants.

ii) To foresee and undertake everything required to prevent any other Participant, its customers, or users in general, from suffering any harm whatsoever derived from deficiencies of any type in the equipment and personnel which the Participant uses or makes available to the Company for the performance of its services.

12. EXCLUSIVITY

In view of the nature of the services and the confidentiality and security matters inherent thereto, while the Participant maintains its capacity as stockholder, it undertakes not to contract from another company, regardless of its nature, other than the Company, Automated Teller Machine services similar to those provided pursuant to this agreement, and not to install, operate, join or participant in a Network or Networks the same as or similar to those which the Company operates.

The Participant may freely agree and charge its customers or users, such fees as its deems adequate for them to access the services of the Network which the Company operates.

13. LIABILITY

Both the Company and the Participant shall be liable for such damages or injuries as are reciprocally caused to each other or to third parties, derived from their fraud or negligence, or that of their employees, or caused by the things and goods they use or that are in their care.

In no case may the Participant institute a Claim against the Company for the payment of indemnification of damages for such injuries as it may suffer by reason of the fraud or negligence of another Participant or of any third party other than the Company’s personnel. Without prejudice thereto, the Company shall provide such cooperation as it can to ensure that the causer of the injury to the Participant be held liable therefor, making its best efforts in that regard.

14. PERIOD FOR PROVIDING THE SERVICES

The term of the present agreement shall be for 3 years calculated from April 1, 2001, which term shall be deemed automatically and successively renewed for equal 3-year periods each, except upon written notice otherwise given by any of the parties to the other at least 6 months in advance of the corresponding expiration date, without prejudice to such extensions or renewals as the parties may agree.

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If the Participant decides to terminate the services of the Company before the end of the established term or that of any of its extensions, it shall pay the Company 5,930 U.F.’s (unidades de fomento) as indemnification for damages. Likewise, in such event it shall be obligated to pay the Company the corresponding fees until the last day it uses the services thereof.

Notwithstanding the aforesaid, the services cited in this Agreement shall end in advance in the following cases:

14.1 In case of bankruptcy, insolvency, suspension of payments, or proposals for payment agreements to its creditors on the part of the Company;

14.2 If so agreed by the Company and the Participant by joint agreement.

14.3 At the request of the diligent party in case of material full or partial nonperformance of their contractual obligations on the part of the Company and/or the Participant. For these effects material nonperformance on the part of the Participant shall be a violation of any of the obligations contained in paragraphs 3.1, 3.2, 5, 6.1, 7.5, 9.2, 9.5, 11.2, and 12 of this agreement. For its part, material nonperformance on the part of the Company shall be deemed a violation of any of the obligations contained in paragraphs 1, 5, 6.3, 7, 8, 9.1, 9.3, 9.5, and 11.1 of this agreement.

15. ARREARS INTEREST

All amounts which the Participant must pay to the Company or the Company to the Participant, which are not timely paid in the agreed time frames, shall be surcharged on a daily basis with the maximum interest which the law allows to be stipulated for monetary credit transactions expressed in national currency.

16. EQUALITY OF CONDITIONS

The Company expressly evidences that the present agreement is equal to those signed with the other Participants in the Automated Teller Machine Network operated by Redbanc and that, if these agreements or others in the future were to contain more favorable stipulations for the Participants, Redbanc undertakes to report those modifications to all Participants, and they shall be deemed included in that herein entered into, upon mere written request in advance from such Participant as requests it.

17. ARBITRATION

Any difficulty that arises between the parties caused by the validity or nullity, enforcement, performance, interpretation, or termination of the present Agreement, including those related to the jurisdiction of the mediator, shall be resolved at a single instance, by a mediator, against whose decision there shall be no appeal whatsoever, including appeals of cassation or appeals when a lower court improperly refuses to permit, or delays, the filing of an appeal.

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To this end, the parties hereinafter appoint Mr. CLAUDIO ILLANES RIOS as mediator, and in his absence, Mr. SERGIO URREJOLA MONCKEBERG. In case of absence or impediment of both persons, the mediator shall be appointed by joint agreement of the parties, and in the absence of such agreement, he shall be appointed by the courts of Justice, which in this latter case the mediator shall act as a mediator only in terms of the proceeding, and shall act as a mediator in terms of the decision, and the appointment must be given to an attorney who practices or has practiced as a member of the Honorable Supreme Court or the Court of Appeals of Santiago, or as a university professor in Civil, Commercial, or Economic Law at a state University or one accredited by the Government.

18. DISCREPANCIES

Faced with any discrepancy that is detected, by any of the parties, between the text of this Agreement and the text of its Appendices, the text of the present Agreement shall take precedence.

19. DOMICILE

For all effects related to this agreement, the parties establish domiciles in Santiago, Chile.

20. REPLACEMENT

The present agreement replaces and substitutes all parts of the Agreement to Participate in the Automated Teller Machine Network Operated by Redbanc S.A., signed by the parties on May 15, 1990, with respect to which the parties state that each and every one of the obligations therein established have been met, granting each other to that end, the broadest, most full and complete release.

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The agency of Mr. René Peralta Gac to act in behalf of REDBANC S.A. derives from the certified document dated June 26, 1998, issued in the Notary Office of Santiago of Mr. José Musalem S.

The agency of Mr. Jorge Selume Zaror to act in behalf o the Participant derives from the Certified Document dated May 29, 1996, issued in the Notary Office of Santiago, of Mr. Gonzalo de la Cuadra.

by powers REDBANC S.A.	by powers CORPBANCA
[signature]	[signature]
RENÉ PERALTA GAC	JORGE SELUME ZAROR
GENERAL MANAGER	GENERAL MANAGER

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Exhibit 4.B.1

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

MG. REGISTRY No. 4.838/2004 26-94/05/R

STOCKHOLDERS’ AGREEMENT

CORP. GROUP BANKING S.A.

TO

MANUFACTURAS INTERAMERICANA S.A. ET AL.

IN SANTIAGO, CHILE, on the eleventh of May of two thousand four, before me,JOSÉ MUSALEM SAFFIE, Notary Public of the Forty-Eighth Notary Public Office of Santiago, domiciled in this city, Calle Huérfanos number seven hundred and seventy, third floor, do appear:CORP GROUP BANKING S.A., represented by Ms.MARITZA SAIEH BENDECK, a Chilean national, married, civil engineer, national identification card number six million eight hundred thirty-four thousand twenty-three dash three, both domiciled in this city, Avenida Vitacura number four thousand three hundred eighty, fifteenth floor, Vitacura; (hereinafter “Banking”); Mr.NICOLAS ABUMOHOR TOUMA, a Chilean national, widower, businessman, national identification card number one million two hundred sixteen thousand seven hundred forty-three dash one, on his own behalf and

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[2 sets of initials]

in representation ofMANUFACTURAS INTERAMERICAN S.A., (hereinafter “MAISA”), both domiciled for the purpose of this agreement in this city, Calle Las Hualtatas number four thousand three hundred sixty-nine, community of Vitacura; Mr.ROBERTO ABUMOHOR SALMAN, a Chilean national, married, businessman, national identification card number four million eight hundred seventeen thousand one hundred fifty-five dash nine; and Mr.RICARDO ABUMOHOR SALMAN, a Chilean national, married, businessman, national identification card number four million three hundred sixty-three thousand four hundred seventy-seven dash one, both domiciled in this city, Calle San Nicolás number seven hundred, community of San Miguel, in transit through this city, hereinafter and jointly with Banking and MAISA, “the Parties” or “the Party” when referred to in the singular; the persons appearing herein of age of majority, who prove their identities with the aforementioned identification cards, and they state:FIRST: BACKGROUND. One. Corp. Group Banking S.A. is the owner of one hundred eleven billion twenty-nine million nineteen thousand seven hundred forty shares issued by the joint-stock banking company Corpbanca, equivalent to approximately forty-eight point nine percent of Corpbanca’s issued, paid-in stock. Two. MAISA holds five billion four hundred thirteen million three hundred forty-two thousand two hundred sixty-six shares in Corpbanca, without prejudice to its future acquisition of stock in the same entity. Three. Messrs. Nicolás Abumohor Touma, Roberto Abumohor Salman and Ricardo Abumohor Salman, already identified, are the controlling stockholders of MAISA, hereinafter the “Controlling Stockholders”.

2

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

Such controlling stockholders will follow the provisions of Article ninety-seven of Securities Exchange law eighteen thousand forty-five. Four. MAISA and its Controlling Stockholders desire, with respect to the stock cited in number two, above, as well as with respect to any Corpbanca stock that they may acquire or possess under any title in the future, that Banking, through its agents and legal representatives or through a person designated by that company and delegated for those effects, should exercise voting rights pertaining to MAISA and its Controlling Stockholders in their capacity as stockholders in Corpbanca. Five. Likewise, the Parties wish to regulate their rights with respect to their capacities as stockholders of Corpbanca, under the terms and conditions indicated below.SECOND: STOCKHOLDERS’ AGREEMENT.The Parties, in their capacities as current or future stockholders in Corpbanca, and in view of the aforementioned background, herein and hereby agree to enter into the following stockholders’ agreement (hereinafter “the Stockholders’ Agreement” or “the Agreement”) to regulate the exercise of their political rights as Corpbanca stockholders, as well as the assignability of MAISA’s stock, and the voluntary imposition to which the stockholders agree regarding transfers of all or part of the stock which they own in Corpbanca, all pursuant to the following provisions. The stock that MAISA currently holds in Corpbanca, as well any stock that MAISA or the Controlling Stockholders may in the future acquire, directly

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[2 sets of initials]

or indirectly through any company related to them, currently existing or which might exist in the future, are included under this Agreement, and they shall be bound by the stipulations of the present Agreement.THIRD: LIFE OF THE AGREEMENT. The present Agreement takes effect from the date of this instrument and it shall be in effect: (i) while Corpbanca remains a joint-stock banking company; (ii) until any of the Parties ceases to be a Corpbanca stockholder; (iii) until the Parties nullify this Agreement in whole or in part.FOURTH: SALE OF THE STOCK. Four.one. If MAISA wishes to sell all or part of its Corpbanca stock, it shall necessarily do so in a transaction on any of the stock exchanges in the country, in an auction session, which shall comply with all registration formalities and public reporting required by the Securities Exchange Act, instructions from the Superintendency of Securities and Insurance and the self-regulation rules which the respective securities exchanges have imposed. Four.two. For the foregoing, [MAISA] undertakes to notify Banking of the date of said auction, at least thirty days in advance from the day on which it will definitely take place. The foregoing, without prejudice to its obligation to report the sale to the public. This notification shall be made by certified letter sent by a notary public and received by Banking’s authorized agent. Four.three. If MAISA should wish to undertake the transfer outside the market, it must have written authorization from Banking, in which case the preferential option rights and other provisions of this Agreement

4

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

shall be bornipso jure.FIFTH. PREFERENTIAL RIGHT OF ACQUISITION. Five.one. Taking into consideration the benefits which the present instrument implies for MAISA, especially those contained in the seventh clause, below, the Parties agree that, if the off-market stock sale is authorized and if MAISA wishes to sell all or part of its stock in Corpbanca under that method, it shall subject itself to the following procedure. Five.two. It shall notify Banking in writing: (i) of its desire to transfer all or part of its Corpbanca stock to a third party, attaching the offer and payment conditions that it received from the third party, and/or (ii) of its intent to sell all or part of such capital interest in the local or international market. Five.three. Banking shall have a period offorty-five consecutive days to state its intention to exercise its preferential right to acquire the stock, at the same price and under the same conditions offered by the third party. Five.four. In its response, which shall be documentedin writing, Banking shall indicate its acceptance or rejection of the offer to acquire all of the stock covered by it. Five.five. In case of acceptance of the offer, the acquisition may be undertaken by [Banking] or through such person it appoints for that purpose, and the transfer of the stock to Banking or to such person designated for that purpose shall take place within a thirty-day period from the date the offer is accepted. Five.six. If the Selling Stockholder did not receive any response within the aforementioned forty-five day period, or if it received a response but

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[2 sets of initials]

the offer to acquire all the stock offered was not accepted, the Selling Stockholder may transfer to the offering third party all the stock to which it offered the preferential right of acquisition to Banking, at the price and under the conditions offered by the third party with Banking’s preferential right. The sale of the stock shall be made within a period ofthirty consecutive days calculated from the refusal to purchase on the part of the other stockholder is notified, or once the forty-five day period indicated in Five.three has elapsed, without obtaining any response. Such sale to a third party may not be made under terms more favorable to the third party or for the Selling Stockholder, including terms, price, adjustability, interest and other conditions than those offered to Banking pursuant to the provisions of Five.two of this clause. A condition of the transfer shall be that the third party acquiring the stock expressly accept and adhere to the terms and conditions of this Stockholders’ Agreement. Five.seven. If, within the period established in Five.five, above, the stock has not been transferred to the third party, the entire preceding offer process shall be renewed, including the authorization to sell the stock outside the market from Banking. Five.eight. An essential condition of the transfer of the stock to a third party shall be that such third party be a natural person or that the natural person who indirectly controls the acquiring company maintains impeccable financial conduct, not

6

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

having past-due loans, proceedings that warrant a penalty against him or whose bad reputation is widely known in the financial market.SIXTH: OBLIGATION OF CONTROL AND PROHIBITIONS. MAISA and its Controlling Stockholders undertake, during the life of this Agreement, to maintain control of the ownership of MAISA. In this respect, either directly or indirectly, they undertake not to sell, promise to sell, donate, agree to purchase or sale options, encumber, transfer or assign, in any manner or under any title whatsoever nor, in general, to enter into any act, contract or agreement whatsoever with respect to their direct or indirect interest in MAISA.SEVENTH: JOINT SALE. If Banking receives a direct or indirect offer to purchase fifty percent or more of its stock in Corpbanca, such third party must include MAISA and/or its Controlling Stockholders in said offer, under the same conditions including terms, price, adjustability, interest and other conditions, in order for all to be able to take advantage of the sale, in proportion to the stock they hold on the date of the offer. Thus, the offering third party shall acquire the stock of Banking, MAISA and its Controlling Stockholders. Likewise, if Banking accepts such offer, both MAISA and its Controlling Stockholders shall be obligated to participate in the sale with all their stock in Corpbanca, or the proportion that pertains to them, as the case may be. Taking into consideration that Banking has entered into, or may in the future enter into, stockholders’ agreements similar to the present instrument with other persons, the Parties agree that, in the calculation of the

7

[2 sets of initials]

proportion that will pertain to each Party in the event of a joint sale, the proportional interests of the different Corpbanca stockholders in virtue of all the agreements they may have entered into with Banking, either before or after entering into the present Agreement, shall be taken into consideration. Thus, the offer shall be extended proportionally to Banking, MAISA and its Controlling Stockholders, as well as the other stockholders who, having entered into a stockholders’ agreement with Banking, have this right of joint sale guarantied in such agreement. Both Banking’s obligations to extend the offer to MAISA and/or its Controlling Stockholders, as well as their obligation to participate in the sale with their stock, have been essential elements for the authorization of this Agreement, without which this Agreement would not have been entered into. The joint sale rights and obligations stipulated in the present clause shall likewise be applicable if the offer to purchase Corpbanca’s stock is made through any company which directly or indirectly controls the ownership of Banking. It shall be Banking’s obligation to assure that said company receiving the offer include MAISA, in which case MAISA shall participate in the sale with all its stock in Corpbanca, or the proportion that appertains to it, as the case may be.EIGHTH. EXCEPTIONS TO THE AGREEMENT.The restrictions cited in the preceding clauses shall not prevail in the case of a transfer of all or part of the stock which any of the Parties holds in Corpbanca, to a company related to such Party. In this case, the related company which

8

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

acquires such stock shall sign the present Agreement and adhere to its terms, immediately after the transfer of such stock is completed, which is the responsibility of the stockholder that sells its stock. For the effects of determining whether a person is related to another, the provisions of Article One Hundred of Securities Exchange Law Eighteen Thousand Forty-Five shall apply.NINTH: SPECIAL IRREVOCABLE MANDATE FOR REPRESENTATION IN THE STOCKHOLDERS’ MEETING. Taking into consideration: (i) the stated desire of MAISA and its Controlling Stockholders that Banking, by itself or through such person as it appoints, should exercise the political rights that pertain to MAISA and its Controlling Stockholders in their capacities as stockholders of Corpbanca; and (ii) the benefits granted by the present instrument to MAISA and its Controlling Stockholders; Mr. Nicolás Abumohor Touma, in behalf of MAISA, as well as each one of its Controlling Stockholders, hereinafter jointly “the Constituents,” herein appear to grant a broad and irrevocable special mandate to Corp. Group Banking S.A., already identified, in order for that company, by itself or through such person as it appoints, to represent them, with all the rights that pertain to them, in each one of the different Meetings of Stockholders of Corpbanca, either Regular or Special, for all the stock they have registered in the Stockholders Registry up to five days before the date of the aforementioned Meeting of Stockholders. Ms. Maritza Saieh Bendeck, in behalf of Corp. Group Banking S.A., states that she accepts the mandate

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[2 sets of initials]

granted, precisely based on the irrevocable nature of the elements indicated below as essential elements for the authorization of the present Agreement. The Constituents hereby authorize Banking, during the duration of the present Agreement, to assign, temporarily or permanently, the rights that pertain to them in its capacity as mandatory. The Constituents confirm the irrevocable nature of the present mandate, while they retain the capacity as stockholders in Corpbanca and, moreover, they expressly subject themselves to the penalties established in the present Agreement, in the eleventh clause, below, in case of any unilateral revocation of the present irrevocable mandate. The parties give this clause an essential nature, without which the Present Agreement would not have been entered into.TENTH: INCREASE IN CORPBANCA’S CAPITAL.With respect to all future capital increases which the respective meeting of stockholders of Corpbanca approve in the future, MAISA and its Controlling Stockholders hereby undertake that if they do not intend to subscribe to the stock that pertains to them in the aforementioned capital increase within the preferential option period, they shall assign, within the preferential option period, at market value, the preferential options to subscribe to such stock issued in exchange for valuable consideration, to Corp. Group Banking S.A., in order for it, if it so desires, by itself or through such person as it appoints, to subscribe to the stock whose preferential subscription has been assigned by MAISA or its Controlling Stockholders. The Parties give this clause an essential nature, without

10

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

which the Present Agreement would not have been entered into.ELEVENTH: PENALTIES. To ensure performance of the diverse obligations that the Parties and their Controlling Stockholders assume in the present Agreement, the Parties subject themselves to payment of cash penalties any time they breach any obligation. The arbiter who shall hear the matter is expressly authorized to apply penalties, which may vary from a minimum equivalent to fifty thousandunidades de fomento to a maximum of one hundred thousandunidades de fomentofor each violation. Penalties shall be ordered in favor of the Party or Parties that have complied or who are current in performance and against the Party in default. For the collection and payment of the penalties stipulated herein, it shall not be necessary to prove damages or the amount thereof; they shall accrue by mere breach, but if any Party proves damages greater than the penalty applied to the violator, it shall have a right to collect the difference. Collection and payment of penalties shall be compatible with forced compliance of the breached obligation or with the termination of the Agreement by breach of any of the Parties, as ordered by the party current in performance of its obligations. Messrs. Nicolás Abumohor Touma, Roberto Abumohor Salman and Ricardo Abumohor Salman, who in their capacities as Controlling Stockholders establish themselves as joint and several co-debtors, pursuant to Articles One Thousand Five Hundred Eleven and subsequent of the Civil Code, of any penalties which, in virtue of that agreed in this Agreement, are applied against MAISA or any of the persons who form part of its Controlling Stockholders.TWELFTH. LEGAL SUCCESSOR OF MAISA.MAISA and its

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[2 sets of initials]

Controlling Stockholders state the enforceability of this Agreement with respect to all persons who legally succeed MAISA, and they hereby extend each and every one of the obligations contained in the Present Agreement to all natural or legal persons who have the capacity as legal successor to MAISA as a result of dissolution, merger or legal division subsequent to the formalization of this Agreement. If the companies resulting from a division of MAISA possess stock in Corpbanca among their assets, the present Agreement shall be wholly applicable to each of them, and each company resulting from the division, as well as those legal successors, must sign the present Agreement.THIRTEENTH: It is expressly recorded that the limitations established in the present Stockholders’ Agreement do not limit, in any manner whatsoever, the authority of MAISA to establish liens on the Corpbanca stock it owns.FOURTEENTH: ARBITRATION.Any of the Parties who deems that the other Party has not complied with the present Agreement, shall notify the other Party of such alleged breach (a “Notification of Dispute”) and the Parties shall attempt to resolve said dispute amicably. If the Parties do not resolve this dispute withinthirty consecutive days calculated from the date on which the Notification of Dispute was delivered, the Party that sent it shall notify the other if it wishes to institute an

12

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

arbitration proceeding pursuant to the next paragraph. Any doubt, dispute or difficulty that arises between the Parties based on this Agreement and documents supplementing or amending it, whether related to the interpretation, performance, validity or termination hereof, or any other cause related to this contract, shall be resolved by an arbiter or amicable mediator, who shall act as the sole authority and without the form of a trial, against whose decisions there shall be no appeal whatsoever, wherefore the Parties expressly waive such. The arbiter is especially authorized to resolve all matters related to his competency and/or jurisdiction. For these effects, the Parties hereafter appoint Mr. Fernando Barros Tocornal as arbiter. If he cannot or does not wish to act as arbiter, he shall be succeeded by Mr. Sergio Urrejola Monckeberg. If the latter cannot or does not wish to act as arbiter, the appointment and the arbitration shall be undertaken pursuant to the Arbitration Rules of Cámara de Comercio de Santiago A.G. To that end, the Parties grant a special power of attorney to such body to appoint any of the arbiters who form part of the list of arbiters of that body’s Arbitration Center, whose regulatory provisions are contained in a certified document dated December tenth of nineteen hundred ninety-two, executed in the Notary Public Office of Santiago of Mr. Sergio Rodríguez Garcés, agreeing that the procedure shall be that contained in

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[2 sets of initials]

such arbitration regulation.FIFTEENTH: MISCELLANEOUS. Fifteen.one.Inconsistency: If any clause of this Agreement is inconsistent with the Bylaws, this Agreement shall prevail with respect to the inconsistency. Fifteen.two. As broadly as allowed by law, both Parties fully and irrevocably waive their right to institute actions, claims or proceedings, whether before an arbiter or an ordinary court, in any manner related to this Agreement or to part of this Agreement as non-binding or unenforceable pursuant to the clauses, because it is inconsistent or in conflict with the precepts of Corpbanca’s bylaws. Fifteen.three.Notifications: The parties indicate the following addresses as their domiciles for any notification or request which must be given or made pursuant to this Agreement: a)Corp Group Banking S.A.Attention: Mr. General Manager. Domicile: Avenida Vitacura four thousand three hundred eighty, fifteenth floor, Santiago, Chile. Telephone: three three zero-four one five zero. Fax: three three zero-four one eight eight. b)MAISA Attention: Mr. General Manager. Domicile: Las Hualtatas four thousand three hundred sixty-nine, Vitacura, Santiago, Chile. Telephone: four three one-one four one five. Fax: four three one-one four one four. All notices or requests for the purpose of this Agreement shall be in writing and considered duly given if they are delivered by hand, sent by certified

14

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

mail, or via fax to the receiving Party at the address of the Party indicated above, or at any other address that the Party has indicated in writing to the other. Fifteen.four.Entirety of the Agreement: This Contract contains the full agreement by and between the Parties with respect to the matters it regulates. It contains the only obligations agreed by the Parties and prevails over any other agreement with respect to these same matters. Fifteen.five.Divisibility: If one or more of the provisions of this Agreement were deemed for any reason null and void, illegal or ineffective in any manner, such nullification, illegality or ineffectiveness shall not influence any other provisions of this Agreement, and this Agreement must be interpreted as if such null, illegal or ineffective provision had not been included. Fifteen.six.Amendments: This Agreement may only be amended by another contract executed by both the Parties in writing. Fifteen.seven.Assignment: The rights and obligations of each Party pursuant to this Agreement are very personal in nature. They may not be assigned, encumbered or traded in any manner; no Party shall attempt or make efforts to do so without prior written consent from the other, with the express exceptions contained in this instrument in favor of Banking in Clauses One number four, Fifth number Five.five, Ninth and Tenth, above. Fifteen.eight.Forbearance. Forbearance

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[2 sets of initials]

or delay in the exercise of any right, authority or recourse pursuant to this Agreement shall not be deemed a waiver of such rights, authorities or recourses. Nor shall the partial exercise, or the exercise of only a specific right, authority or recourse, preclude the full exercise of that same right, authority or recourse. Fifteen.nine.Applicable law, Domicile and Jurisdiction: This Contract is governed by the laws of the Republic of Chile. For all pertinent effects, the Parties establish their domiciles in the city and commune of Santiago, and subject themselves to the aforementioned arbitration jurisdiction. Fifteen.ten.Titles: The titles in this Agreement are included only by way of reference and for convenience and shall not be considered for such interpretation hereof. Agencies: The agencyof Ms. Maritza Saieh Bendeck to represent CORP GROUP BANKING S.A. is contained in the certified document dated August third of two thousand one, executed in the notary office in Santiago of Mr. José Musalem Saffie.The agency of Mr. Nicolás Abumohor Touma to represent MANUFACTURAS INTERAMERICANA S.A., is contained in the certified document dated January thirteenth of two thousand three, executed in the Notary Office in Santiago of Mr. Patricio Zaldívar Mackenna. Such documents are not inserted inasmuch as they are known by the parties and have been seen by the authorizing Notary. The present writing has been prepared pursuant to the draft prepared by the attorney Mr. Alvaro Barriga. In witness whereof and upon reading, the persons

16

NOTARY PUBLIC OFFICE

[signature]

MUSALEM

[2 stamps:] JOSE MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

appearing in the present instrument sign. A copy is given. This page corresponds to the STOCKHOLDERS’ AGREEMENT by and between CORP. GROUP [illegible] S.A. and MANFUACTURAS INTERAMERICANA S.A. ET AL. So sworn.

[stamp:] JOSÉ MUSALEM SAFFIE E. NOTARY PUBLIC 48^TH NOTARY PUBLIC OFFICE OF SANTIAGO [initials]

[signature]
REPRESENTATIVE CORP GROUP BANKING S.A.
ID No. [hw:] 6.834.023-3	[fingerprint]

[signature]
NICOLAS ABUMOHOR TOUMA, in his own behalf and in representation of MANUFACTURAS INTERAMERICANA S.A.
ID No.: [hw:] 1.216.743-1	[fingerprint]

[signature]
ROBERTO ABUMOHOR SALMAN
ID No.: [hw:] 4.817.155-9	[fingerprint]

[signature]
[illegible handwritten notation]
REGISTRY No. [hw:] 4,838	[stamp:]        This is a valid copy
	of its original
	MAY 12, 2004
	JOSÉ MUSALEM SAFFIE
	NOTARY PUBLIC
	[signature]

17

[2 sets of initials]

Exhibit 15.A.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of Corpbanca on Form 20-F of our report dated January 14, 2004, except for Notes 26 and 27 for which the date is July 15, 2004, (which expresses an unqualified opinion and includes explanatory paragraphs describing (a) that accounting principles generally accepted in Chile vary in certain significant respects from accounting principles generally accepted in the United States of America and that information relating to the nature and effect of such differences is presented in Notes 26 and 27 to the consolidated financial statements, (b) that our audits also included the translation of Chilean Peso amounts into U.S. dollar amounts in accordance with Note 1s. of such consolidated financial statements and (c) that certain reclassifications have been made to the consolidated financial statements previously filed with the Chilean Superintendencia de Bancos e Instituciones Financieras solely for the convenience of readers outside Chile) appearing in this Registration Statement.

We also consent to the reference to us under the headings “Item 1C. Auditors”, “Item 3A. Selected Financial Data” and “Item 10G. Statement by Experts” in this Registration Statement.

/S/    DELOITTE

Santiago, Chile

September 21, 2004

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Except as hereinafter set forth, neither the Articles of Incorporation of Corpbanca nor any contract or other arrangement contains any provision under which any director or officer of Corpbanca is insured or indemnified in any manner against any liability that he may incur in his or her capacity as such. In addition, there is no provision of Chilean law providing for any such indemnification of directors or officers.

Item 21. Exhibits and Financial Statement Schedules.

Exhibit No.	Description
3.1	Articles of Incorporation and Bylaws (estatutos sociales) of Corpbanca, including amendment thereto (English language translation).*
4.1	Form of Amended and Restated Deposit Agreement among Corpbanca, The Bank of New York, as depositary, and the registered holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including a form of American Depositary Receipt.**
5.1	Opinion of Poduje & Cía. as to the validity of the shares of common stock.
10.1	Systems Operations Services Agreement, dated as of March 30, 2001, between IBM de Chile S.A.C. and Corpbanca (English language translation).*
10.2	Service Contract, dated as of July 6, 2001, between Corpgroup Interhold S.A. and Corpbanca (English language translation).*
10.3	Software Consulting and Development Agreement, “IBS” Integrated Banking System, dated as of October 4, 2001, between Datapro, Inc. and Corpbanca (English language translation).*
10.4	Stockholders’ Agreement, dated as of May 11, 2004, among Manufacturas Interamericana S.A. and Corp Group Banking S.A. (English language translation).*
10.5	Agreement to Participate in the Automated Teller Machine Network Operated by Redbanc S.A., dated as of April 1, 2001, among Redbanc S.A. and Corpbanca (English language translation).*
21.1	List of subsidiaries of Corpbanca.
23.1	Consent of Deloitte & Touche Sociedad de Auditores y Consultores Ltda., a member firm of Deloitte Touche Tohmatsu.
23.2	Consent of Poduje & Cía. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1	Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.
99.2	Form of letter to clients of brokers, dealers, commercial banks, trust companies and other nominees.
99.3	Form of Dealer Manager Agreement.

* Incorporated by reference to Corpbanca’s registration statement on Form 20-F, filed on September 24, 2004.

** Incorporated by reference to Corpbanca’s registration statement on Form F-6, filed on September 24, 2004.

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Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Corpbanca has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santiago, Chile, on September 24, 2004.

CORPBANCA
By:	/s/    CHRISTIAN SAMSING STAMBUK
	Name:	Christian Samsing Stambuk
	Title:	Chief Executive Officer
By:	/s/    CAMILO MORALES RIQUELME
	Name:  Camilo Morales Riquelme
	Title:   Division Manager—Planning and Development Control

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Christian Samsing Stambuk and Camilo Morales Riguelme, severally and each of them, as his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this registration statement and any related Rule 462(b) registration statement or amendment thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents of either of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.

Name	Title	Date
/S/    CHRISTIAN SAMSING STAMBUK Christian Samsing Stambuk	Chief Executive Officer	September 24, 2004
/S/    CAMILO MORALES RIQUELME Camilo Morales Riquelme	Division Manager—Planning and Development Control	September 24, 2004
/s/    CARLOS ABUMOHOR TOUMA Carlos Abumohor Touma	Chairman and Director	September 24, 2004
/s/    ALVARO SAIEH BENDECK Alvaro Saieh Bendeck	First Vice Chairman and Director	September 24, 2004
Jorge Andrés Saieh Guzmán	Second Vice Chairman and Director	September     , 2004
/s/    JORGE SELUME ZAROR Jorge Selume Zaror	Director	September 24, 2004
/s/    JULIO BARRIGA SILVA Julio Barriga Silva	Director	September 24, 2004
René Cortázar Sanz	Director	September     , 2004
/s/    ODDE RISHMAGUE RISHMAGUE Odde Rishmague Rishmague	Director	September 24, 2004
Hernán Somerville Senn	Director	September     , 2004
/s/    FERNANDO AGUAD DAGACH Fernando Aguad Dagach	Director	September 24, 2004

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Name	Title	Date
Francisco Rosende Ramírez	Director	September    , 2004
Carlos Massad Abud	Director	September    , 2004
/s/    JUAN RAFAEL GUTIÉRREZ AVILA Juan Rafael Gutiérrez Avila	Alternate Director	September 24, 2004
CORP BANCA, C.A., BANCO UNIVERSAL NEW YORK BRANCH
By: /s/    JOSEF MENAJEM REBALSKI HASSON Josef Menajem Rebalski Hasson Chief Executive Officer	Authorized Representative in the United States	September 24, 2004

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EXHIBIT INDEX

No.	Description
3.1	Articles of Incorporation and Bylaws (estatutos sociales) of Corpbanca, including amendment thereto (English language translation).*
4.1	Form of Amended and Restated Deposit Agreement among Corpbanca, The Bank of New York, as depositary, and the registered holders and beneficial owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including a form of American Depositary Receipt.**
5.1	Opinion of Poduje & Cía. as to the validity of the shares of common stock.
10.1	Systems Operations Services Agreement, dated as of March 30, 2001, between IBM de Chile S.A.C. and Corpbanca (English language translation).*
10.2	Service Contract, dated as of July 6, 2001, between Corpgroup Interhold S.A. and Corpbanca (English language translation).*
10.3	Software Consulting and Development Agreement, “IBS” Integrated Banking System, dated as of October 4, 2001, between Datapro, Inc. and Corpbanca (English language translation).*
10.4	Stockholders’ Agreement, dated as of May 11, 2004, among Manufacturas Interamericana S.A. and Corp Group Banking S.A. (English language translation).*
10.5	Agreement to Participate in the Automated Teller Machine Network Operated by Redbanc S.A., dated as of April 1, 2001, among Redbanc S.A. and Corpbanca (English language translation).*
21.1	List of subsidiaries of Corpbanca.
23.1	Consent of Deloitte & Touche Sociedad de Auditores y Consultores Ltda., a member firm of Deloitte Touche Tohmatsu.
23.2	Consent of Poduje & Cía. (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1	Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.
99.2	Form of letter to clients of brokers, dealers, commercial banks, trust companies and other nominees.
99.3	Form of Dealer Manager Agreement.

* Incorporated by reference to Corpbanca’s registration statement on Form 20-F, filed on September 24, 2004.

** Incorporated by reference to Corpbanca’s registration statement on Form F-6, filed on September 24, 2004.