Exhibit
4.1

      INSURANCE
CONTRACT

      ADMINISTRADORA
DE FONDOS DE PENSIONES PROVIDA S.A.

      AND

      BBVA
SEGUROS DE VIDA S.A.

      


      IN SANTIAGO, CHILE, on
December 22, 2004, before me, EDUARDO AVELLO CONCHA, Lawyer,
Principal Notary Public of the Twenty-Seventh Notarial Office of Santiago,
domiciled in this city at Orrego Luco 0153, Providencia, Santiago, there
appeared:

      


      Mr. GUSTAVO ALCALDE LEMARIE,
Chilean, married, business administrator, bearing national identification card
number 5.894.308-8, to represent ADMINISTRADORA DE FONDOS DE PENSIONES
PROVIDA S.A., hereinafter called “The Administrator”, all
domiciled in this city at Pedro de Valdivia 100, 16th floor in accordance with
legal capacity evidenced by public deed dated April 30, 1996 executed in the
Santiago Notarial Office of Mr. Mario Baros Gonzalez and Mr. FERNANDO TAFRA STURIZA,
Chilean, married, business administrator, bearing national identification card
number 4.778.406-9, and Mr.
JAMES MURRAY TORREJON, Chilean, married, business administrator, bearing
national identification card number 9.590.111-5 to represent BBVA Seguros de Vida S.A.,
hereinafter “The
Company”, all domiciled in this city at Bandera 76, 6th floor, suite 602
in accordance with legal capacity evidenced by  public deed dated June
23, 2003 executed in the Santiago Notarial Office of Mr. José Musalem Saffie.
The appearing parties, legal of age, evidence their identities by the aforesaid
identity cards and state that they hereby enter into the following insurance
contract to guarantee the financing of the obligations established in the
Article 54 Decree Law 3,500, and its amendments, stating that expenditures
demanding the execution of this deed are exclusively charged to the
Company.

      


      The GENERAL CONDITIONS of this
contract are approved pursuant to Exempted Resolution N°386 dated August 18,
2004, of the Superintendency of Securities and Insurances for the survival and
disability insurance policy to Pension Fund Administrators incorporated into the
Policy Deposit under the code POL 204052, and are the following:

      


      ARTICLE ONE: DEFINITIONS: For
the purposes of this insurance policy, it is understood the term a) Insured: the Pension Fund
Administrator that enters into the current survival and disability insurance
contract. b) Affiliate:
the worker incorporated to the Seniority, Survival and Disability Pension System
created by the Decree Law 3,500 of 1980 through his/her affiliation process to a
Pension Fund Administrator. c)
Casualty: the decease or disability determination of an affiliate that
triggers, as applicable, in accordance with the Decree Law 3,500 of 1980, the
obligation of payments of temporary disability pensions, additional
contributions or contributions made by the insurer. d) Total disabled: the
affiliate declared as total disabled by the Medical Commission to which is
stipulated in the Decree Law 3,500 of 1980, as a consequence of an illness or
weakening of physical or intellectual capacities, suffering permanent
undermining of at least two thirds of his/her working capacity. e) Partial disable: the
affiliate declared as partial disabled by the Medical Commission to which is
referred the Decree Law 3,500 of 1980, as a consequence of an illness or
weakening of physical or intellectual capacities, suffering permanent
undermining of a percentage equal or higher than to one-half, and less than to
two thirds of his/her working capacity. f) Reference pension to the
affiliate: it corresponds to the percentages of income base of affiliates
contemplated in the Article 56 of the Decree Law 3,500 of 1980. It is understood
as income base the one defined pursuant to Article 57 of the Decree Law 3,500 of
1980. g) Reference pension to
the beneficiaries: it is the income obtained by multiplying the
affiliate's reference pension by the proportion that each beneficiary is
entitled to, in accordance with rules established in the Article 58 of Decree
Law 3,500 of 1980. For these purposes, beneficiary is understood as a person who
fulfills the requirements stipulated in the Decree Law 3,500 of 1980, to receive
survival pensions at the moment of affiliate's decease, previously determined by
the respective pension fund administrator through the legal pertinent means.
h) Necessary capital: it
is defined in the Article 55 of the Decree Law 3,500 of 1980. For the purposes
of calculating the necessary capital, it shall be necessary to have in mind that
the survival pensions are for life, except in the case of non-disabled children
whose pensions are temporary until they reach 18 years of age and 24 years of
age in the case of students, in accordance with Article 8 of the aforesaid
legislation. Additionally, if at the moment of the affiliate' decease, he/she
did not have any spouse entitled to receiving a pension, the referred pensions
for the children would increase, being the percentage corresponding to the
missing beneficiary distributed equally, excepting children from filiations by
non-matrimonial with mothers entitled to receiving pensions. i) Additional contributions:
it 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      is
defined in the first clause of the Article 53 of the Decree Law 3,500 of 1980.
j) Contribution: it is
defined in the third clause of the Article 53 of the Decree Law 3,500 of
1980.

      


      ARTICLE TWO: COVERAGE: By
virtue of this insurance policy, the insurer is obligated to pay to the pension
fund administrator in the due form and cases, as stipulated in the Decree Law
3,500 of 1980, the pensions of affiliates qualified as total or temporary
disabled through the initial disability determination; the additional
contributions as a consequence of decease or total or temporary disability
condition of the affiliates through final determination informed to the
aforementioned pension fund administrator who are contemplated in the Article 54
of the Decree Law 3,500 of 1980; or the contribution in the case that affiliates
qualified as total or temporary disabled in the initial determination were not
entitled to receiving a definite disability pension. Only those casualties
occurred during the enforcement of this contract will be covered by this
policy.

      


      ARTICLE THREE: EXCLUSIONS. The
coverage established in the previous Article will not cover those casualties
occurred by any of the following causes: a) affiliates taking part in an
international war, whether Chile has or does not have intervention in such war;
in a civil war inside or outside of Chile or in a mutiny or riot against the
public order inside or outside the country, provided that the insured has active
participation in such mutiny or riot. b) For fission or nuclear fusion or
radioactive pollution stemming from or produced by hostilities. c) For those
under the principles of Law No 16,744 or Law No 18,834 or any other legal
disposition that contemplates protection against risks of labor accidents and
labor diseases.

      


      ARTICLE FOUR: LIFE ANNUITY
OPTION. The insurer is obligated to purchase a life annuity policy on
behalf of affiliates who exercise the option provided in the final clause of
Article 62 of the Decree Law 3,500 of 1980, and pay a pension not lesser than
the one established in such Law. In the case that the company was unable to
fulfill this obligation, at demand of the affiliate or his/her beneficiaries, it
will have to purchase on behalf of them the referred pension guaranteed by a
company eligible to grant pension life annuities. It will be borne by such
company the difference between the unique premium agreed and the balance of the
transferred amount from the affiliate's capitalization account.

      


      ARTICLE FIVE: OBLIGATIONS OF THE
INSURED. The insured has the obligation to provide the Company all the
information that permits to correctly evaluate the risk, and that it could
influence the conditions of the contract. Likewise, once the casualty has
occurred, the insured should place at the insurer's disposal the necessary
information to support such casualty and to permit its cost
determination.

      


      ARTICLE SIX: PREMIUMS. The
payments of premiums should be made in accordance with the provisions agreed
between the parties in the Particular Conditions.

      


      ARTICLE SEVEN: PAYMENT OF
CASUALTY. Once the casualty has occurred, its payment will be due in
accordance with the provisions set forth in Article 60 of the Decree Law 3,500
of 1980, in due time and proper form established in the Particular Conditions of
this policy.

      


      ARTICLE EIGHT: ARBITRATION.
Any difficulty arisen between the insured, client or beneficiary, as applicable,
and the company in relation with the insurance contract shed light on this
policy, or in connection with its interpretation or application of its general
or particular conditions, its compliance or non-compliance, or over any
indemnity or obligation referred to the same, shall be resolved by an Arbitrator
designated by common agreement of both parties. If the interested parties do not
come to an agreement regarding the name of the Arbitrator, the Arbitrator shall
be designated by the Ordinary Justice and in such case the Arbitrator will have
faculties of an Arbitrator in connection with the proceeding, having to
pronounce sentence according to law. Nevertheless the latter, the insured, the
client or the beneficiary, as appropriate, shall be able to, by himself/herself
and at any time, requests the Superintendency of Securities and Insurances to
arbitrate the difficulties with the company when the amounts of the complained
damages were not higher than 120 unidades de fomento in conformity with letter
(i) of Article 3 of the Statutory Decree Law No 251 of the Treasury Department
of 1931.

      


      ARTICLE NINE: DOMICILE. For
all the purposes, hereof, the domicile is allocated as the one indicated in the
Particular Conditions of the policy.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      PARTICULAR CONDITIONS OF THE
AGREEMENT are the following:

      


      ARTICLE FIRST: DURATION. The
Contract will be indefinite effective from January 1, 2005, with the possibility
of early termination by any of the parties through notification of at least 6
months earlier provided twelve months have passed since the enforcement of the
contract. Notwithstanding the foregoing, if during the enforcement of the
contract new legal disposition were published or administratively rules might be
dictated whose content might affect significantly this contract, the parties by
common agreement might modify it. In the case that the parties do not come to an
agreement, any of them shall be able to early terminate the contract, with no
right to indemnity. For that, the party should notify the other party though
registered letter dispatched within thirty consecutive days followed by the
publication date of the new law or the notification of resolution of
administrative authority, where appropriate. The insurance contract will early
terminate in the date set forth and agreed by both parties by common agreement
in order that the Administrator calls a new bidding process. In the event that
the parties do not come to agreement, the Arbitrator referred in the Article 8
of the General Conditions of this policy, should resolve.

      


      ARTICLE SECOND: BENEFICIARY.
The beneficiary of the insurance contract is Administradora de Fondos de
Pensiones Provida S.A.

      


      ARTICLE THIRD: COVERAGE.
Nevertheless the mentioned in Article 3 of the General Conditions of the current
policy, the coverage of the insurance will be extendable to casualties stemming
from the affiliate's participation in mutiny or riots against the public order,
inside or outside the country provided that the affiliate has active
participation in such mutiny or riot.

      


      ARTICLE FOURTH: AFFILIATES COVERED BY
THE INSURANCE. The affiliates appointed in the Decree Law 3,500 of 1980
and its Regulation inserted in the Executive Decree No57, published in the
Official Gazette dated March 28th, 1991 by the Ministry of Labor and Social
Pension, and its amendments, according to the definitions indicated for each
thereof: a) the affiliates that are contributing to the Administradora de Fondos
de Pensiones Provida S.A. In compliance with the current legislation, it is
outright assumed that an affiliate was contributing if his/her decease or
initial disability determination occurs at the moment of rendering services, if
he/she is a salaried-employed affiliate or he/she had contributed in the
previous calendar month before such casualties in the case of self-employed
affiliate. b) the salaried-employed affiliates who had stopped to render
services for termination or cancellation of services, whose decease or
disability determination in accordance with the initial determination arises
within  the period of twelve months accounted from the last day of the
month in which he/she had stopped to render services or they had been stopped,
registering a minimum of six months of contributions in the previous year before
the last day of the month in which they had stopped to render services or they
had been cancelled. c) The self-employed workers covering the risk of disability
or death in the same month in which they were mandatory contributing, not having
contributed during the previous month, and for such purposes they pay the
additional contribution corresponding to the month that they wish to cover,
which at any rate, will cover such contingencies from the effective payment to
the Administrator in conformity with Article 12 of the Executive Decree No57,
previously mentioned. d) the retired affiliates for temporary or total
disability in conformity with the initial determination, who are within the
period of three years or within the period of six month referred in the Article
4 of the Decree Law 3,500 of 1980 or whose final disability determination were
pending, deceasing or acquiring the entitlement of payment of disability pension
in accordance with the final determination and that, at the date of disability
as per the initial disability determination, fulfill with the requirements to
his/her coverage, as described in letters (a), (b), or (c) above. If the final
determination refused the disability determination or the affiliate did not
attend to the summon during the period of six months previously mentioned, it
will generate the right to a contribution referred in Article 53 of such
legislation, unless the entitlement of disability pension had stopped due to
death. The premium will integrally cover AFP Provida S.A. for its affiliates
previously indicated, who have that capacity at the date of the beginning of the
enforcement of the contract or that they acquire it during the enforcement of
the contract, including casualties stemming from suicides, and it will finance
the corresponding benefits for survival pensions without demanding period of
affiliation.

      


      ARTICLE FIFTH: INSURANCE RATE.
The insurance will have a maximum casualty rate expressed as a percentage of
taxable remunerations of affiliates covered by this contract that will be 1.27%.
The monthly premiums will be paid during the entire contract's duration at a
temporary monthly rate of 0.70% of such remunerations.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      ARTICLE SIXTH: MONTHLY FIXED
PREMIUM. Commencing on January 2005 and until the termination of the
Contract, the Administrator will pay monthly to the Company an amount of money
equivalent to 2,150 Unidades de Fomento according to the official par value of
the effective day of payment, which will not be considered as premium of the
contract for the purposes established below. The payments will be made together
with the payments of the premiums established in the following
article.

      


      ARTICLE SEVENTH: TIME AND FORM OF
PAYMENT FOR TEMPORARY PREMIUMS. Every twentieth day of each month or the
previous banking business day, if it were not a banking business day, the
Administrator will pay the Company a premium of variable amount resulting from
the application of a temporary rate of 0.70% to the total of remunerations and
monthly taxable income over which contributions had been made during the
immediate previously month. It is agreed, however, that the Administrator will
pay a monthly advance amount for the premium of such month, paying the next
month the balance resulting from the corresponding settlement. The first amount
of payment advance will be given on February 18, 2005 and will be equivalent to
the value of 70,000 Unidades de Fomento according to the official per value of
that day. The following advance amounts will be equivalent to 70% of the amount
determined as variable premium during the previous month, calculated, as already
indicated, using the temporary casualty rate. Consequently, the twentieth day of
each month or the previous banking business day, if it were not a banking
business day, the Administrator will pay the Company and advance amount of the
premium to be collected that month together with the balance resulting from the
settlement corresponding to the premium collected during the previous month. The
premiums corresponding to contributions not timely paid by the employers or
credited as leftovers, will be paid to the Company once the respective
contributions have been collected or credited by the Administrator. In the case
of delayed contributions, premiums will be paid with the same interest and
adjustment that the employers had had paid to the Administrator, but they shall
not include the extra-charge over interests established in the Article 19 of the
Decree Law 3,500. The Administrator will pay the agreed premium through a
nominative check on behalf of BBVA Seguros de Vida S.A. upon receiving the
“Receipt of payment and settlement”, which will be adjusted to the type-format
attached to the Circular Note No521 of the Superintendency of Pension Funds
Administrators or which it modifies or replaces.

      


      ARTICLE EIGHTH: DEFINITE
PREMIUM. On completion of forty eight months of the termination date of
the contract, the definite premium that the Administrator shall have to pay as
the price of the insurance will be determined. For these purposes, a comparison
will be made between the following: a) the amount of casualties paid, in process
and occurred and not reported, whatever the case may be, expressed in Unidades
de Fomento, and b) the amount resulting from the application of the maximum
casualty rate of 1.27% of the taxable remunerations over which premiums were
paid and/or accrued at 0.70%, expressed in Unidades de Fomento. From the
comparison, if the amount of casualties were higher, the definite premium of the
insurer shall become the maximum premium rate, as indicated in Article 5 above.
On the contrary, if it is lower, the definite premium will be the amount
determined according to letter (a) above.

      


      ARTICLE NINTH: CALCULATION OF
CASUALTY RATE. In order to determine definite premium of the insurance
contract, the casualty rate arisen during the contract shall be calculated. For
such analysis, it shall be considered the total amounts paid and/or accrued
related to pensions, contributions and additional contributions, related to both
casualties approved, as well as, those pending for approval, and those occurred
but not reported. The technical reserves of casualties considered in the
analysis will be those that have to be constituted as minimal reserves, as per
the Law, according to Circular Note 967 of the Superintendency of Securities and
Insurance. Consequently, those reserves voluntary increased will not be
considered, even if such increase had been approved by the Superintendency. The
accruals for premiums will be made by using the historical information held by
the Administrator.

      


      ARTICLE TENTH: MONTHLY FINANCIAL
REVENUES. It is understood by monthly financial revenues the result of
applying during the corresponding month the interest rate of calculation in
accordance with Article 12 of the current contract, to the sum of cash flow of
the same month plus the cumulative balance at the previous month. The cash flow
of a certain month is the difference between the monthly premium paid and the
casualties paid during the same month, expressed in Unidades de Fomento, for
these effects the casualties correspond to the total of pensions, contributions
and additional contributions paid in such month. The monthly fixed premium
established in the previous Article 6, it is 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      not
included in the paid premium for this calculation. The cumulative balance in a
certain month corresponds to the sum of the accrued balance in the previous
month, plus the cash flow of such month plus the monthly financial revenues of
the same period.

      


      ARTICLE ELEVENTH: DETERMINATION AND
PAYMENT OF DIFFERENCES OF PREMIUMS AND MONTHLY FINANCIAL REVENUES. On
completion of forty eight months from the termination of the contract duration,
the definite calculation of the difference of the premium to be paid will be
made, which payment will be made the last business day of the fifty one month.
However, by common agreement of the parties, this payment could be extended up
to two annual periods. By difference of premium it will be understood the
difference arisen between the monthly payments made for temporary rate premiums
and/or accruals for premiums, and premiums for the effective casualty rate
established in the agreement up to a maximum casualty rate agreed, according to
the definition in the Exhibit one to which is referred to in Article 15 below.
These amounts will be expressed in Unidades de Fomento and they will be settled
and paid as indicated below. The parties, however, will make temporary payments
from the difference between premiums and payments of the monthly financial
revenues, as per also stated below. At the time of the twelfth month from the
enforcement of the contract, that is, on December 31, 2005, the first temporary
settlement will be made, which will be paid no longer than March 31 of the
following year, which shall include the accrued interests between the date of
calculation and the date of payment, at an interest rate agreed for determining
the financial revenues. The settlement will contemplate 100% of the difference
between the premium and the monthly financial revenues, calculated from the date
of the enforcement of the contract for the twelve-month period until December
31, 2005. As of December 31, of the following years and until the definite
settlement is carried out, new temporary settlements of premiums will be made as
per the information gathered at each December, and the respective financial
revenues calculated. In each temporary settlement and in the definite
settlement, the amount paid since the enforcement of the contract will be
considered. If at the moment of definite settlement, there still were amounts
remaining on account of technical reserves stemming from casualties being
processed, the 100% of such amounts will be added, in favor of the
Administrator, to the payments previously mentioned. On the contrary, the
accruals of premiums which remain pending at the same date will be added in 100%
in favor of the Company, to the aforementioned payments.

      


      ARTICLE TWELVETH: RATE OF THE MONTHLY
FINANCIAL REVENUE. The monthly rate of financial revenue will be
calculated as follows: the maximum rate between 0% and the result of multiplying
by the 0.85 factor, the rate of return of the effective portfolio maintained by
the insurer financed by the cash flows of the same month plus balance accrued in
the previous month. For these effects, the effective portfolio will be
understood as the investment instruments portfolio financed by cash flows of the
same month plus the balance of cash flows accrued in the previous month of the
survival and disability insurance contract, considering purchases, sales,
maturities, capital events and anticipated redemptions transactions made in such
portfolio during each period of measure. Return of the effective portfolio will
be understood as the difference of the value of such portfolio expressed in
percentages terms over the final balance of the accumulated cash flows as of the
last day of the month under measurement. For measurement period will be
understood the period of time lag between the last calendar day of the
corresponding month of calculation and the last calendar day of the previous
month. For the portfolio valuation, the relevant prices will be those obtained
in transactions effectively made among them: purchases, sales, maturities,
capital events and anticipated redemptions in the measurement period or
otherwise, the prices indicated by the ticker symbol tape informed by the
Superintendency of Pension Funds Administrators corresponding to the day of the
respective measurement calculation.

      


      ARTICLE THIRTEENTH: DETERMINATION AND
PENSION PAYMENTS, CONTRIBUTIONS AND ADDITIONAL CONTRIBUTIONS. It will
correspond to the Administrator to determine the incomes that will be considered
in the calculation of each income base. It also will determine the amounts of
pensions, contributions and additional contributions whose financing is
necessary. The relative information regarding the Recognition Bond to be
considered as the basis for the calculation of additional contributions will be
those ones informed by the Administrator to the Company. The way of calculating
the necessary capitals, additional contributions, disability pension of the
initial determination and the contributions shall have to be adjusted to the
technical rules established by the Superintendency of Pension Funds
Administrators and the Superintendency of Securities and Insurance. Once this
information is communicated to the Company for financing purposes, the payment
shall be made to the Administrator during the three following business days,
through a nominative check. For those payments of additional contributions for
affiliates generating survival pensions, the information previously mentioned
will be communicated to the Company only when the pertinent beneficiaries have


       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      submitted
their survival pension claims or death benefit fund claim. Any other additional
information that the insurer may request, either documental or interpretative
information regarding the type of casualty, do not release the insurer of its
obligation of paying and entering the contribution within the stipulated period.
In all those cases of re-calculation of benefits already entered, the resulting
differences shall be paid within ten business days, accounted from the
communicating date of the respective claim. For these purposes it is stated that
Administradora de Fondos de Pensiones Provida S.A. pays the temporary disability
pensions the twentieth day of each month or the previous business banking day,
if it were not a business banking day, therefore, the Company must promptly
comply with its payment obligation in order to the Administrator has the funds
the aforementioned day.

      


      ARTICLE FOURTEENTH: INFORMATION AND
REGISTRATION. The Company shall maintain at the Administrator's disposal
a register containing information of casualties paid and casualties in process
of payment. Likewise, the Administrator will have at the Company's disposal the
supplementary information regarding casualties and collections amounts.
Additionally and only for statistical reasons, the Administrator will maintain
the information separately regarding payments and accruals of premiums that this
contract comprises, whose duration is indefinite. In the same way, the Company
will maintain the information regarding casualties.

      


      ARTICLE FIFTEENTH: FORMULAS.
The formulas included in document-Exhibit One that signed by the parties, is
referred at the end of the registration of the current month under the number
227 that includes herein deed and it is understood as part of the contract are
referred to a contract with indefinite duration.

      


      ARTICLE SIXTEENTH: SUPPLEMENTARY
PROVISIONS. In the absence of provisions of this Contract, those ones
called by the Superintendency of Pension Funds Administrators and the
Superintendency of Securities and Insurance that are pertinent will be applied.
The legal capacity deeds are not inserted as they are known by the parties and
by the Notary. In witness whereof, the parties appearing set their hands
hereunto following a reading of these presents. A copy as provided. I
ATTEST

      


      
        GUSTAVO
ALCALDE LEMARIE

      

      
        ADMINISTRADORA
DE FONDOS DE PENSIONES PROVIDA S.A.

      

      
 

      
        FERNANDO
TAFRA
STURIZA                                      JAMES
MURRAY TORREJON

      

      
        BBVA
SEGUROS DE VIDA S.A.

      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      EXHIBIT N ̊1: PROVIDA’S
CONTRACT  FORMULAS

      (All
values are expressed in UF)

      


      
        	
                Casualties
      (month J)

              	 	
                Sum
      (Additional Contributions, Contributions, Pensions (month
    J))

              
	 
      	 	 
      	 
      
	
                Cash
      flows (month J)

              	 	
                Temporary
      premium paid (month J) -Casualties paid (month J)

              
	 
      	 	 
      	 
      
	
                Maximum
      premium rate

              	 	
                it
      corresponds to a rate of 1.27% of taxable incomes

              
	 
      	 	 
      	 
      
	
                Temporary
      rate paid

              	 	
                it
      corresponds to a premium calculated at a rate of 0.70% of taxable
      incomes

              
	 
      	 	 
      	 
      
	
                Financial
      revenues (month J)

              	 	
                Accrued
      balance (month J-1) +Cash flows (month J) x I month (J)

              
	 
      	 	 
      	 
      
	
                I
      (Month J)

              	 	
                It
      corresponds to the monthly interest rate of the calculation in accordance
      with the elected offer

              
	 
      	 	 
      	 
      
	
                Accrued
      Balance (month J)

              	 	
                Accrued
      balance (month J-1) + financial revenues (month J) + Cash flows (month J)
      - financial revenues paid to the Administrator

              
	 
      	 	 
      	 
      
	
                Total
      amount of casualty

              	 	
                Amount
      of casualties paid to the date of settlement + amount of accrued
      casualties (casualties in process plus casualties occurred and not
      informed)

              
	 
      	 	 
      	 
      
	
                Monthly
      financial Revenue total

              	 	
                Sum
      of accrued financial revenues during the months of the period of
      calculation of such financial revenue.

              
	 
      	 	 
      	 
      
	
                Definite
      premiums

              	 	
                Premium
      at effective casualty rate up to the maximum rate
agreed

              
	 
      	 	 
      	 
      
	
                Differences
      of premiums

              	 	
                Fixed
      temporary premium – definite premiums + differences of premiums already
      paid in previous pre-settlements to the insurer.

              
	 
      	 	 
      	 
      
	
                Interests
      over differences between

              	 	 
      	 
      
	
                premiums
      and financial revenues

              	 	
                It
      corresponds to the monthly casualty rate agreed on the Contract applied
      over the difference of premium and financial revenues during the lag days
      from the date of pre-payments.

              
	 
      	 	
                (Difference
      of premium + financial revenues) x (n x i) (month J/360) with n days lag
      of payment

              
	 
      	 	 
      	 
      
	
                Accruals
      of premiums

              	 	
                This
      accrual is obtained from the sum of two components and it is calculated in
      accordance with the follows:

              
	 
      	 	
                A)

              	
                Leftovers
      and Collection with incomplete documentation

              
	 
      	 	
                1)

              	
                The
      balance of leftovers are established as of December 31 stemming from
      contributions received with mistakes, deducing from them the premiums to
      be recovered

              
	 
      	 	 
      	 
      
	 
      	 	
                2)

              	
                Leftovers
      with the proportion of correct and incorrect identifications. It is
      assigned a recovery of 90% to the correct identifications and 70% to the
      incorrect identifications.

              
	 
      	 	 
      	 
      
	 
      	 	
                3)

              	
                Collection
      with incomplete documentation. It is assigned a recovery of 95% of the
      premiums deduced from them in the point A1.

              
	 
      	 	 
      	 
      
	 
      	 	
                B)

              	
                Declarations
      receivables

              
	 
      	 	 
      	 
      
	 
      	 	
                According
      to the performance observed in the recovery of our amounts collected, it
      is applied the parameters of non receivable amounts and historical
      payments for the periods
affected.

              


      

    

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      AMENDMENT OF THE INSURANCE
CONTRACT

      ADMINISTRADORA
DE FONDOS DE PENSIONES PROVIDA S.A.

      TO

      BBVA
SEGUROS DE VIDA S.A.

       

      IN SANTIAGO, CHILE, on January
4, 2008, before me JUAN EDUARDO
AVELLO SAN MARTIN, Lawyer, Alternate Notary Public to Mr. Eduardo Avello
Concha, Regular Notary of the Twenty-Seventh Notarial Office of Santiago of Mr.
Eduardo Avello Concha, as per Judiciary Decree entered into the records No364 of
December 2007 of this office, with a place of business at Orrego Luco 0153,
Providencia, Santiago, there appeared:

      


      Mr. JUAN CARLOS REYES
MADRIAZA, Chilean, married, Civil Engineer (Math), bearing national
identification card number 7.382.629-2, to represent in his position, as
creditable, as interim Chief Executive Officer of ADMINISTRADORA DE FONDOS DE PENSIONES
PROVIDA S.A.. hereinafter called “The Administrator”, both
domiciled in this city at Pedro de Valdivia 100, 16th floor, Providencia, and
Mr. FERNANDO TAFRA
STURIZA, Chilean, married, business administrator, bearing national
identification card number 4.778.406-9 and Mr. JAMES MURRAY TORREJON,
Chilean, married, business administrator, bearing national identification card
number 9.590.111-5  in representation of BBVA SEGUROS DE VIDA S.A.
hereinafter “The Company”
both domiciled in this city at Bandera 76, 6th floor, suite 602, both
appearing parties, legal age, evidence their identities by the aforesaid
identity cards and state that they hereby enter into the modification of the
insurance agreement stating that expenditures demanding the execution of this
deed are exclusively charged to the Company.

      


      FIRST. By public deed dated
December 22, 2004, executed in the Santiago Notarial Office of Eduardo Avello
Concha, the appearing parties entered into an Insurance Contract to guarantee
the financing of the obligations established in the Article 54 Decree Law 3,500,
and its amendments.

      


      SECOND. Through the Circular
Note No 1,459 of the Superintendency of Pension Fund 1,459 Administrators and
General Rule No 207 of the Superintendency of Securities and Insurance, both
dated on August 31, 2007, such regulatory bodies established new mortality
tables MI-2006, men and women for disabled pensioned affiliates and disabled
beneficiaries of survival pensions; and table B-2006, men and women for
non-disabled beneficiaries of survival pensions that will effective beginning on
February 1, 2008.

      


      THIRD. Through Circular Note
No 1,460 of the Superintendency of Pension Fund Administrators dated September
21, 2007, such Regulator established the applicable rules of the new mortality
tables referred in the Number Second above.

      


      FOURTH. That the referred
mortality tables will be effective beginning on February 1, 2008.

      


      FIFTH. That the application of
the referred new mortality tables will significantly affect the Insurance
Contract referred in Number First above.

      


      SIXTH. That the aforementioned
insurance contract referred in the Number First  above, in the Article
1 of the particular conditions establishes that “if during the duration of the
contract new legal disposals were published or administratively rules were
dictated whose content would significantly affect this contract, the parties, by
common agreement could modify it”.

      


      SEVENTH. That in accordance
with the aforementioned, the parties, by common agreement, come to modify the
Insurance Contract referred in the Number First above, in the following terms:
/a/ the amount of the maximum rate shall be modified as a percentage of the
taxable remunerations of the affiliates covered by the Contract that allude to
Article 5 of the particular conditions, which shall be 1,70%; /b/ the temporary
rate shall be modified of the monthly taxable remunerations and incomes over
which they have contributed in the previous month established in the Article 7
of the particular conditions, which shall be 1,0%. /c/ the current contract
shall incorporate every and each of the rules of application for the new
mortality tables issued by the Superintendency of Pension Fund Administrators
through Circular Note 1,460, which shall be understood to integrally take part
of the current insurance contract.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      EIGHTH. The amendments
introduced by the present instrument will be effective beginning on February 1,
2008.

      


      NINTH. In the non amended
portion, it governs each and every disposal contained in this insurance contract
subscribed between the parties by public deed dated on December 22, 2004
executed in the Santiago Notarial Office of Mr. Eduardo Avello Concha. LEGAL
CAPACITY: The legal capacity of Mr. Juan Carlos Reyes Madriaza to represent the
Administradora de Fondos de Pensiones Provida S.A. as evidenced by registered
deed dated January 12, 1999 and August 20, 2007 both executed in the Santiago
Notarial Office of Mr. Eduardo Avello Concha. The legal capacity of Mr. Fernando
Tafra Sturiza and Mr. James Murray Torrejon to represent BBVA Seguros de Vida
S.A. as evidenced by registered deed dated June 23, 2003, executed in the
Santiago Notarial Office of Mr. Jose Musalem Saffle. The legal capacity deeds
are not inserted as they are known by the parties and by the Notary. In witness
whereof, the parties appearing set their hands hereunto following a reading of
these presents. A copy as provided. I ATTEST

       

       

      2