Exhibit
4.2

       

       

      SOFTWARE
LICENSE CONTRACT

       

      BETWEEN

       

      BBVA
PENSIONES CHILE S.A.

       

      AND

       

      ADMINISTRADORA
DE FONDOS DE PENSIONES PROVIDA S.A.

       

       

      Santiago, Chile,
December 1, 2005

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      In
Santiago, on December 1, 2005

       

      
        	
                I.

              	
                BBVA PENSIONES
      CHILE S.A. (hereinafter called the “Grantor”), a company
      incorporated according to Chilean laws, with legal residence at 100, Pedro
      de Valdivia Ave., Providencia, Santiago, Chile, Tax Identification (RUT)
      No. 96,757,820-7, APPEARS AS PARTY OF THE FIRST
  PART.

              


      

       

      The Grantor is
represented by Mr. Gustavo Alcalde Lemarie, Chilean, married, business
administrator, legally of age, bearer of Chilean national identity card
No. 5,894,308-8, and for the purposes hereof, the same legal address as the
company he represents.

       

      
        	
                II.

              	
                ADMINISTRADORA
      DE FONDOS DE PENSIONES PROVIDA S.A. (hereinafter called the “Licensee”), a company
      incorporated according to Chilean laws, with legal residence at 100, Pedro
      de Valdivia Ave., 16th
      Floor, Providencia, Santiago, Chile, Tax Identification (RUT)
      No. 98,000,400-7,  APPEARS AS PARTY OF THE SECOND
      PART.

              


      

       

      The Licensee is
represented by Messrs. Jorge Matuk Chijner, Peruvian, married, business
administrator, bearer of Chilean foreign identity card No. 21,828,473-6,
and Andrés Veszprémy Schilling, Chilean, married, lawyer, bearer of Chilean
national identity card No. 8,881,705-2, both legally of age and domiciled
for the purposes hereof as the company they represent.

       

      The appearing
representatives in turn state that their respective powers have not been
revoked, suspended or restricted, and that the acting capacity of their
respective represented companies has not changed. Thus, acknowledging their
sufficient capacity to enter into this agreement, they state the
following:

       

      WHEREAS:

       

      
        	
                I.

              	
                The Grantor
      owns the Intellectual Property Rights on the software described in Appendix 1
      (hereinafter the “Software”). For the
      purposes hereof, “Intellectual Property
      Rights” shall be construed as ownership or trade-related aspects
      regarding exploitation of the Software, its modifications and
      customizations, as well as directives for using or running the Software
      (hereinafter called the “Usage
      Manual”).

              


      

       

      
        	
                II.

              	
                The Licensee
      is interested in obtaining a license over the foregoing Software
      Intellectual Property Rights, including the right to modify and customize
      it to local technical requirements, in order to process information
      according to its operational, business and legal compliance
      needs.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      THEREFORE, both parties concur
in entering into this software license contract (hereinafter called the
“Contract”), whereby
they assent to the following terms and conditions:

       

      
        	
                1.

              	
                LICENSE OBJECTIVE AND
      TYPE

              


      

       

      
        	
                1.1

              	
                Objective:
      The Grantor hereby grants the license or right to use the Software and its
      Usage Manual to the Licensee, who in turn accepts it, for application on
      its computer systems and with the sole purpose described in the foregoing
      Recital II (hereinafter called the “License”).

              


      

       

      Except for the
rights expressly excluded in the following Sub-clause 1.2, the License
comprises of assignment to the Licensee of all Intellectual Property Rights on
the Software and its Usage Manual, including:

       

      
        	
                 
      

              	
                (i)

              	
                The right to
      fully or partially copy the source codes or programs, by any means and in
      any manner, whether provisionally or permanently, including load,
      presentation, run, transmission and/or storage thereof, making as many
      backup copies as deemed necessary, and partially or totally decompiling
      the Software, and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Translating,
      adapting, arranging or in any way transforming the foregoing programs,
      copying the results of such actions, including the right to make technical
      customizations to meet local needs or
  requirements.

              


      

       

      The Licensee may use
or in any way exploit any Intellectual Property Right hereunder, whether
directly or through subcontracted third parties, including outsourcing, to the
extent needed for the provision of such services to the Licensee.

       

      
        	
                1.2

              	
                Type:
      The License is non-exclusive and valid anywhere in the world, with the
      Licensee not being entitled to grant third parties the Software use,
      sublicenses or authorizations, whether exclusive or not, without the
      written consent of the Grantor.

              


      

       

      
        	
                1.3

              	
                Evolutionary
      Developments: The Grantor does not undertake any obligations to
      produce new or enhanced Software versions. If it did, it shall be through
      its AFP (Pension-Fund Administrator) Maintenance Center (“CMA”), which
      shall be responsible for both evolutionary/regulatory development and
      corrective maintenance.

              


      

       

      In this case and
whenever the Grantor has new or enhanced Software versions, no new license shall
be necessary and any such versions shall be automatically comprised herein. In
the latter case, the Licensee must pay to the CMA the new development price,
equivalent to actual man/hour unit-rate costs in dollars.

       

      The Software
corrective maintenance shall be governed by the provisions of a separate
document executed by the parties.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.

              	
                INSTALLATION AND
      DELIVERY OF USAGE MANUAL

              


      

       

      
        	
                2.1

              	
                Installation:
      The Grantor commits to install the Software in the equipment specified by
      the Licensee. The installation shall be deemed complete when the Software
      can be correctly used in the Licensee’s computer systems for the purposes
      stated herein.

              


      

       

      Any developments
required to adapt or install the Software in the Licensee’s systems shall be
deemed comprised in the price specified in Clause 4 hereof, but any
transportation expenses of the Grant or, its personnel or that of service
providers to the Licensee’s premises to perform such installation shall be
invoiced separately.

       

      Upon completion of
the installation, the parties shall sign off a document of acceptance by the
Licensee.

       

      
        	
                2.2

              	
                Usage
      Manual: The Grantor shall deliver soft copies of the Usage Manual
      to the Licensee upon installation completion. The following contents shall
      be included in the Usage Manual, as a
minimum:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Source codes,
      the modification right of which is licensed
  herein;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Functional
      design of the various Software
modules;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                User manual of
      the various Software modules;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Operation
      manual of the Software; 

              


      

       

      
        	
                 
      

              	
                (v)

              	
                Data model
      (general and detailed), and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Component
      details (tables, folders, etc.).

              


      

       

      
        	
                3.

              	
                EFFECTIVE
      TERM

              


      

       

      The License
hereunder is indefinitely granted, and if a term was mandatory, then for as long
as legally permitted.

       

      Notwithstanding,
this Contract shall be terminated, hence the License revoked, in the following
cases:

       

      
        	
                 
      

              	
                (i)

              	
                By the
      Licensee at any time giving prior reliable notice to the other party of
      its decision to terminate the Contract at least twelve (12) months in
      advance of the effective termination date, without any compensation right
      vested for any of the parties.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                By the Grantor
      if the Licensee separated from the group of companies led by Banco Bilbao
      Vizcaya Argentaria, S.A., or of which the latter is a member. For the
      purposes hereof, the Grantor shall be deemed to be part
  

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        of such group in any
of the cases provided in Article 4th* of the Spanish Law on the Stock Market
(LMV) No. 24/1988, enacted July 28, any amendments or replacing regulation
thereof. In this case, the Contract shall be terminated by prior reliable notice
of the Grantor to the Licensee, stating its decision to terminate the Contract
effective upon twelve (12) months of such notice.

      

       

      In the latter case,
the Licensee may demand compensation from the Granter as provided in Appendix II
hereof according to the Contract lapsed effective period, from execution to
termination, without any further compensation right vesting
thereto.

       

      Upon termination
hereof as provided herein, the Licensee shall abstain from using the Software
hereunder, delete any backup copies from its systems and return to the Grantor
the copies of the Usage Manual with any other Software documentation that it may
have at the time.

       

      
        	
                4.

              	
                PRICE, PAYMENT AND
      TAXES

              


      

       

      4.1           License
Price and Payment: As consideration for granting the license and all
other obligations herein undertaken by the Grantor (excluding the Software
installation), the Licensee shall pay the Grantor the amounts specified in Appendix III
hereof, as provided therein.

       

      4.2           Price of
New Versions (Evolutionary Development): If the CMA produced new or
improved Software versions, no new license shall be necessary and any such
versions shall be automatically comprised herein, as provided in
sub-clause 1.3.

       

      4.3           Taxes:
The Licensee shall bear all existing and future taxes hereunder. Consequently,
should any applicable law require encumbering, deducting or withholding any
amounts for tax purposes, the price to be paid by the Licensee shall be
increased accordingly, so that the amount received by the Grantor remains
exactly as provided in Appendix III
hereof.

       

      
        
___________________

        * Translation of Article 4th
of LMV 24/1988: For the purposes of this Law, a group of companies shall be
considered composed of organizations forming a decisional unit, namely one
thereof is, or may be, in direct or indirect control of the others, or such
control is in the hands of one or several individuals systematically acting in
agreement.

        
           

          In
any case, a decisional unit shall be construed in any of the scenarios provided
in Paragraph 1 of Article 42 of the Code of Mercantile Law, or when at
least half the Board members of the controlled organization are Board members or
top managers of the controlling one, or of another organization controlled by
the latter.

           

          For
the purposes of the foregoing provisions, the controlling organization shall add
to its rights those vested through other controlled organizations or through the
individuals acting on behalf of the controlling organization, or of other
controlled ones, or those jointly held with any other individual.

           

        

      

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                5.

              	
                GUARANTEES

              


      

       

      
        	
                5.1

              	
                The Grantor
      expressly assures the Licensee:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                That it owns
      the Software Intellectual Property Rights, including source and executable
      programs thereof, and that no legal or contractual restriction exists
      under any jurisdiction preventing its full or partial transfer, assignment
      or any other arrangement as provided herein, nor any full or partial
      transfer, assignment or other arrangement of the source and executable
      programs that form the Software;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                That the
      Intellectual Property Rights hereunder are free of any burden, encumbrance
      or charge;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                That the
      Software use provided herein does not infringe any legal provisions or
      third-party rights, nor is it in any way unfair competition,
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                That the
      Software features and services are suitable for the intended use thereof
      stated in Recital II.

              


      

       

      The foregoing
guarantees solely relate to the Software licensed by the Grantor at this time,
and therefore, shall not extend to any modifications or alterations performed by
the Licensee.

       

      
        	
                5.2

              	
                The Grantor
      commits to compensate the Licensee for any loss or damage resulting from
      any infringement of the guarantees provided in the foregoing sub-clause,
      number 5.1, including all expenses and costs paid by the Licensee to
      the Grantor or disbursed defending any third-party claim (for instance:
      expert studies, legal counsel fees, court expenses,
  etc.).

              


      

       

      
        	
                5.3

              	
                The Grantor
      promises to cooperate with the Licensee in defending its interests should
      any third party, judicial or government authority start any proceedings
      against the latter, as a result of an infringement of the guarantees
      herein. In any case, the Licensee shall decide, at its sole discretion,
      whether to comply with the claim or oppose it, acting therefore in good
      faith.

              


      

       

      
        	
                6.

              	
                CONTRACT
      ADMINISTRATION

              


      

       

      The parties appoint
the following liaison persons to resolve any matter regarding the licensed
Software installation or operation:

       

      
        	
                 
      

              	
                (i)

              	
                For the
      Grantor:

              


      

       Francisco
Leyva

       

      
        	
                 
      

              	
                (ii)

              	
                For the
      Beneficiary:

              


      

       Juan Carlos
Reyes Madriaza

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                7.

              	
                CONFIDENTIALITY

              


      

       

      Any information
furnished to one party by the other shall be considered confidential, regardless
of the support media and whether it relates to the Software or hereto. Any
public domain information as of the date hereof is excluded.

       

      Neither party may
disclose such information to any third party without consent from the other
party, unless such disclosure is (i) essential to abide by law or
(ii) required by a judicial or government authority.

       

      
        	
                8.

              	
                MISCELLANEOUS

              


      

       

      
        	
                8.1

              	
                Representations
      and Guarantees of the Parties: Each party states and assures the
      other:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                That it is
      duly incorporated society according to its national laws, legally capable
      of granting this License and fulfilling this Contract, as well as of
      exercising the rights and meeting the obligations hereunder, and that it
      has completed all processing and met all the requirements needed for the
      grant and fulfillment hereof;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                That the grant
      and fulfillment hereof does not infringe any current legal provision,
      their by-laws, nor any other agreement or commitment entered or undertaken
      by each party;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                That the
      individuals executing this Contract are legally empowered and mandated to
      bind the party that they respectively represent,
  and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                That the
      obligations undertaken by each party herein are fully effective, binding
      and enforceable, without requiring any further authorizations, approvals,
      formalities, records or registrations by anyone or any
      authority.

              


      

       

      
        	
                8.2

              	
                Sole
      Document: All the Grantor’s and Licensee’s rights and obligations
      are contained in this Contract and its appendices, which jointly form only
      one regulating document between both parties that replaces and revokes any
      previous agreement or document regarding the Software
    License.

              


      

       

      
        	
                8.3

              	
                Partial
      Nullity: Should any provision herein be declared null, the
      remaining ones shall prevail in their own terms. If the nullity involved
      an essential part hereof, the parties shall negotiate to find a reasonable
      good-faith solution always considering the spirit hereof and the purpose
      of the cancelled provision.

              


      

       

      
        	
                8.4

              	
                No
      Other Beneficiaries: Unless otherwise expressly stated herein, no
      provision hereof may be construed as granting any rights or resorts to any
      non-party, except for legal successors of each
  party.

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                8.5

              	
                Independence:
      This Contract is not intended to establish any mandate or entrustment
      relationship of any kind between the parties. None thereof shall be
      considered as representative of the
other.

              


      

       

      
        	
                8.6

              	
                Assignment:
      The Grantor may fully or partially assign this Contract to an organization
      member of the group of companies led by Banco Bilbao Vizcaya Argentaria,
      S.A., or of which the latter is a member, pursuant to Clause 3
      hereof, by simply giving written notice to the
  Licensee.

              


      

       

      On the other hand,
the Licensee may not partly or fully assign this Contract to any third party,
whether a member of the group of companies led by Banco Bilbao Vizcaya
Argentaria, S.A.or not, without the prior express and reliably given consent of
the Grantor.

       

      
        	
                8.7

              	
                Breach:
      Each party shall be liable for compensating the other for any direct loss
      or damage resulting from any breach hereof. Indirect damages, loss of
      profit and non-pecuniary loss are not
  compensable.

              


      

       

      
        	
                9.

              	
                COMMUNICATIONS

              


      

       

      
        	
                9.1

              	
                All requests,
      notifications, notices and generally any communications between the
      parties hereto shall be deemed duly given when transmitted by fax and
      addressed to their respectively specified addresses and numbers, without
      prejudice to the subsequent ratification by letters signed by authorized
      individuals with regard to the communications themselves or acknowledging
      receipt thereof.

              


      

       

      Original faxed
documents showing receipt at the corresponding fax numbers are sufficient proof
of notice.

       

      
        	
                9.2

              	
                The following
      are the parties’ respective addresses, telephone and fax
      numbers:

              


      

       

      BBVA
PENSIONES CHILE

      Av. Pedro de
Valdivia 100, Providencia, Santiago, Chile

      Phone: (56-2)
351-1200

      Fax: (56-2)
351-1993

       

      A.F.P.
PROVIDA S.A.

      Av. Pedro de
Valdivia 100, Piso 16, Providencia, Santiago, Chile

      Phone: (56-2)
351-1201

      Fax: (56-2)
351-1717

       

      Any change of
address, phone or fax number must be reliably notified in writing to the other
party.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

      
        	
                10.

              	
                APPLICABLE LAW AND
      JURISDICTION

              


      

       

      
        	
                10.1

              	
                Applicable
      Law: This Contract shall be construed and fulfilled according to
      its own terms and conditions, and shall be governed by Chilean law, as
      applicable.

              


      

       

      
        	
                10.2

              	
                Jurisdiction:
      Any difficulty, doubt, issue or dispute that may arise between the parties
      regarding the application, interpretation, fulfillment, performance,
      effective period, termination, cancellation, nullity or validity hereof,
      or any other related matter, shall be submitted for consideration and
      resolution to a joint arbitrator, namely fact arbitrator for the
      proceedings, whose ruling in law abidance may be ordinarily and
      extraordinarily appealed, including
complaints.

              


      

       

      The arbitrator shall
be appointed by mutual agreement of the parties, failing which, the Santiago
Courts of Record shall appoint an individual having taught Civil or Commercial
Law at the University of Chile or Chilean Catholic University for at least five
years.

       

      In acceptance of the
foregoing, the parties execute this agreement in duplicate, on the date and in
the place stated in the preamble hereof.

       

      
        	
                For
      BBVA PENSIONES CHILE S.A.

              	 	
                For
      ADMINISTRADORA DE FONDOS DE
PENSIONES PROVIDA S.A.

              
	 	 	 
	
                

                
                  ____________________________

                  Gustavo
      Alcalde Lemarie

                

              	 	
                
                

                
                  ________________________________________

                  Jorge Matuk
      Chijner
Andrés
      Veszprémy
      Schilling

                

              


      

      


      
        [Signatures copied
and pasted from original in Spanish]

      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      APPENDIX I

       

      DESCRIPTION OF THE LICENSED
SOFTWARE

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      APPENDIX II

       

      COMPENSATIONS IN CASE OF
AGREEMENT TERMINATION BY THE GRANTOR FOR THE LICENSEE SEPARATION FROM THE BBVA
GROUP

       

      If the Licensee were
separated from the group of companies led by Banco Bilbao Vizcaya Argentaria,
S.A., of which the latter is a member, as provided in Clause 3 of the
License Contract (the “Contract”), and the Grantor exercised its right to
terminate the Contract pursuant thereto, the Licensee shall be entitled to
compensation by the Grantor according to the number of effective years. The
following distinctions apply to compensation for termination:

       

      
        	
                 
      

              	
                1.

              	
                In case of
      termination during the first two years of the Contract effective date,
      including the twelve months upon separation from the BBVA Group: 100% of
      the License Price shall be
compensated.

              


      

       

      
        	
                 
      

              	
                2.

              	
                In case of
      termination during the third year of the Contract effective date,
      including the twelve months upon separation from the BBVA Group: 80% of
      the License Price shall be
compensated.

              


      

       

      
        	
                 
      

              	
                3.

              	
                In case of
      termination during the fourth year of the Contract effective date,
      including the twelve months upon separation from the BBVA Group: 60% of
      the License Price shall be
compensated.

              


      

       

      
        	
                 
      

              	
                4.

              	
                In case of
      termination during the fifth year of the Contract effective date,
      including the twelve months upon separation from the BBVA Group: 40% of
      the License Price shall be
compensated.

              


      

       

      
        	
                 
      

              	
                5.

              	
                In case of
      termination during the sixth year of the Contract effective date,
      including the twelve months upon separation from the BBVA Group: 20% of
      the License Price shall be
compensated.

              


      

       

      
        	
                 
      

              	
                6.

              	
                In case of
      termination over six years after the Contract effective date, including
      the twelve months upon separation from the BBVA Group: there shall be no
      compensation.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      APPENDIX III

       

      PRICE PAYABLE BY THE
LICENSEE

       

       

       

      The Price to be paid
by the Licensee to the Grantor in the national currency, namely peso, is
equivalent of seven million, two-hundred and fifty-nine thousand Euros
(€ 7,259,000), after taxes. This amount shall be paid against receipt of
the pertinent invoice, to be issued during the month of December
2005.

       

              
                            


       

       [Signatures copied and pasted from
original in Spanish]