Exhibit
4.3

    
      


       

       

       

       

       

       

      SOFTWARE
MAINTENANCE 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 “Supplier”), 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 Supplier is
represented by Mr. Gustavo Alcalde Lemarie, Chilean, 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 “Client”), 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 Client is
represented by Messrs. Jorge Matuk Chijner, Peruvian, legally of age,
bearer of Chilean foreign identity card No. 21,828,473-6, and Andrés
Veszprémy Schilling, Chilean, legally of age, bearer of Chilean national
identity card No. 8,881,705-2, both 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representatives in turn state that their respective powers have not been
revoked, suspended or restricted, and that the acting capacity of their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 this contract, they state the
following:

       

      WHEREAS:

       

      
        	
                I.  

              	
                The Supplier
      owns the Intellectual Property Rights on the software described in Appendix 1
      (hereinafter the “Software”), and is, in
      turn, a company whose objectives include the provision of information
      services and consultancy to pension-fund administration organizations for
      which it has the appropriate technical and material means and necessary
      qualified personnel.

              


      

       

      
        	
                II.  

              	
                The Client is
      the licensee of the Software owned by the aforementioned Supplier, and
      requires the provision of information services for the maintenance of said
      Software.

              


      

       

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

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                1.  

              	
                CONTRACT
      OBJECTIVE

              


      

       

      For the purpose of
this Contract, the Supplier promises to carry out the work and tasks required to
provide the Client with Software Maintenance Services in exchange for a defined
price established in Clause Eight of this Contract.

       

      
        
          	
                	
                  è

                	
                  The Software Maintenance
      Service, customized to the requirements of the Client, shall be comprised
      of:

                


        

      

       

      
        
          	
                	
                  A.

                	
                  The
      realization of the work required to correct any incident or anomaly
      communicated by the Client in the use of the Software. For the purpose of
      identifying the scope of this activity, an incident is defined as any
      deviation from the functions approved by the Client during the testing
      period carried out during the initial implantation of the System (“User
      Testing”), or the equivalent tests run by the users when new requirements
      or improvements are
installed;

                


        

      

       

      
        
          	
                	
                  B.

                	
                  Providing the
      support in processing any one of the Software components, both directly in
      the different Client user areas or to those that the Client has delegated
      the processing function of the System. Therefore, this activity
      comprehends the direct intervention and/or attention of any related
      consultation or situation, for the processing of both on-line transactions
      and batch processes, according to the process planning made by the
      Client;

                


        

      

       

      
        
          	
                	
                  C.

                	
                  The
      realization of the work required to customize the Software to the
      modifications made to the technical architecture of the Processing Center
      or other physical or logical components (of hardware, communications or
      operative systems) permitting the process of the different Software
      components. Said changes include both mandatory corrections for the proper
      running of the system and those necessary to customize the Software to the
      changes introduced by the Client in their operative
    systems.

                


        

      

       

      
        	
              	
                § 

              	
                These
      activities shall be carried out according to a reporting scheme of
      incidents managed by the Client who shall promptly and fully indicate the
      characteristics of the anomaly
found.

              


      

       

      
        	
              	
                §

              	
                With this
      report, the Supplier shall make the required verifications to identify the
      possible causes of the difficulty and investigate the impact(s) produced
      by the incident.

              


      

       

      
        	
              	
                §

              	
                As a result of
      this analysis, the corresponding solution scheme shall be confirmed, to be
      carried out immediately if feasible, without affecting neither the logic
      components of the software or the data of the different
      applications.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                § 

              	
                In case the
      incident entails a correction to any of these components, this shall be
      carried out in the developmental and testing environments operated by the
      Supplier who will make available to the Client a corrected version in a
      suitable environment (“Quality environment”), where the Client will make
      the corresponding verifications with its own defined and generated data.
      Once the correction has been verified, the Supplier shall coordinate the
      necessary steps to replace the modified (and verified) components in order
      to terminate the original incident.

              


      

       

      
        	
              	
                §

              	
                The Supplier /
      Client shall jointly keep complete and updated records of the incidents,
      their severity and progress in their correction and verification. The
      Supplier shall work according to the priorities defined by the Client,
      providing the utmost support to the prompt correction of any incident that
      may occur.

              


      

       

      
        	
              	
                §

              	
                The Supplier
      must submit the releases it develops from the date they are available,
      including those pertinent to support documentation. In any case, such
      releases shall be made available in the Quality environment for the Client
      to carry out the respective testing. The Client shall be responsible for
      carrying out the exhaustive testing to verify the proper running of the
      releases. Once formal verification has been made by the Client, the
      Supplier shall be responsible for passing these verified components to the
      Production environment.

              


      

       

      
        
          	
                	
                  è

                	
                  This maintenance service shall
      comprehend modifications made regarding changes in scope,
      regulation or any new function requested by the
  Client.

                


        

      

       

      Any work to be done
regarding problems with historical data converted to the system or problems
generated due to the incorrect operation of applications foreign to the
Software’s scope, sending it incorrect information, shall be treated similarly.
In these cases, the Supplier shall provide any assistance that may be required,
the costs and conditions of which shall be dealt with specifically for each
case, as established in Clause Eight of this Contract.

       

      To carry out this
service, an initial total load of 42,500 man-hours is foreseen per
year.

       

      
        	
                2.

              	
                SERVICE LOCATION OF
      ACTIVITY

              


      

       

      In order to fulfill
and accomplish the purpose of this Contract and the obligations undertaken
herein, the Supplier shall carry out and develop the activities in its own
facilities located in Santiago, Chile.

       

      In case personnel
carrying out this service, due to the inherent needs hereof, must travel outside
Santiago, the traveling costs and allowances incurred shall be invoiced
separately to the Client from the price defined in Clause Eight.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.           MEANS

       

      The services
detailed in Clause One shall be provided by the Supplier with the appropriate
technical and material means, its permanent staff hired in conformity with
prevailing labor legislation or subcontracted third parties who will not have
any work-related nor any connection of any other kind with the
Client.

       

      4.           OBLIGATIONS OF THE
SUPPLIER

       

      The Supplier is
bound to:

       

      
        	
                4.1

              	
                Carry out the
      work stipulated in this Contract, according to the approach and details
      herein, including the complementary documentation developed between the
      parties agreement.

              


      

       

      
        	
                4.2

              	
                Ensure that
      the personnel dedicated to the provision of the services
      herein:

              


      

       

      
        a)
Complies with the access, security and similar control regulations in the place
where the work is carried out.

      

       

      b) Adopts
appropriate precautions and measures to prevent damage and accidents to persons
and things.

       

      c) Fulfills the duty
of confidentiality and non-release of any type of documentation or information
they may have in their possession pursuant to the services to be rendered in
order to fulfill the contracted service, in conformity with what is established
in Clause Twelve.

       

      
        	
                4.3

              	
                Name a
      representative who will act as the fundamental contact with the person
      designated by the Client. This representative shall oversee the service is
      properly fulfilled and coordinate and direct the employees of the Supplier
      in order to ensure the maximum performance in rendering the contracted
      service.

              


      

       

      
        	
                 
      

              	
                  To this
      end, the parties agree to hold monthly meetings to follow-up and control
      the work stipulated herein.

              


      

       

      
        	
                4.4

              	
                Contract a
      Civil Liability Insurance that covers any contingency derived from the
      fulfillment and development of the Contract herein and for a minimum
      amount similar to the one established in Clause Eight
    herein.

              


      

       

      
        	
                4.5

              	
                Furthermore,
      the Supplier shall render the services established herein by using its own
      equipment, natural and instrumental means, or subcontracting these with
      third parties, as required to carry out and bring the contracted services
      to a successful conclusion. In any case, the Supplier shall respond to the
      Client for the work carried out by the third parties subcontracted by him,
      under the same terms as if the work had been performed by the Supplier
      himself.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                OBLIGATIONS OF THE
      CLIENT

              


      

       

      
        The
Client is bound to:

      

       

      
        	
                5.1

              	
                Give all
      Supplier personnel restricted access to its facilities where the activity
      shall be carried out, in case required. Personnel shall be previously
      accredited by the Client according to his internal regulations. This
      access shall be subjected to the security limitations and restrictions
      established for that purpose by the
Client.

              


      

       

      
        	
                5.2

              	
                Meet the price
      convened between the parties herein, as well as all modifications that may
      occur, agreed on in writing.

              


      

       

      
        	
                5.3

              	
                Submit to the
      Supplier all information and documentation necessary in order to fulfill
      its obligations pursuant to this Contract as well as any information and
      documentation that the Supplier may reasonably request to this end. The
      Client shall also be responsible for ensuring said information and
      documentation is adequate, complete and accurate. The Client shall inform
      the Supplier, as soon as he is aware of the fact, of any inadequate,
      inaccurate, etc. information or
documentation.

              


      

       

      
        	
                5.4

              	
                Undertake the
      commitment to cooperate with the Supplier so that he may render the
      services herein, including but not limiting to issues such as providing
      the Supplier with the required approvals in due time, reviewing reports
      and offering input when required, as well as lend any help that may be
      necessary to facilitate and ensure no measure is taken that may interfere
      with rendering the services.

              


      

       

      
        	
                5.5

              	
                Fulfill the
      obligations undertaken in this Contract, or in any of its Appendices. The
      Supplier shall not be responsible for any delays, defective fulfillments
      or non-fulfillments in rendering the services undertaken herein when the
      foregoing are due to non-fulfillments made by the Client of said
      obligations.

              


      

       

      
        	
                6.

              	
                SAFETY AND HEALTH FOR
      WORK

              


      

       

      Workers signed up
for the rendering of the services set forth in this Contract must be trained and
informed by the Supplier under the terms established by prevailing regulation in
the prevention of labor risks, whereby any eventual sanctions that may be
imposed by the labor authority in this matter will be the exclusive
responsibility of the Supplier.

       

      Likewise, the Client
shall fulfill the informational duty Safety and Health for Work issues set forth
in the legal regulation to this end.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      7.           LABOR
RELATIONS

       

      At no time may the
signing of this Contract be considered the establishment of a working
relationship between the Client and the Supplier and/or the working staff hired
by the Supplier.

       

      On the other hand,
the signing of this Contract implies the establishment of a relationship of an
exclusive business nature between the parties and shall be governed by that,
which is set forth in this Contract, and for the unforeseen that which is set
forth in the Code of Mercantile Law, special laws, mercantile uses and, in their
defect, by that which is set forth in the Civil Code or in the applicable
legislation.

       

      Furthermore,
personnel rendering the Services set forth in this Contract shall be subjected
to the labor regulation that regulates the activity of the Supplier in all
aspects, and especially to the regulation governing safety and health for work,
as applicable. Likewise, the Supplier promises to fulfill the specific labor
regulation applicable during the entire effective term of this
Contract.

       

      The parties promise,
during the entire effective term of this Contract, not to take any initiative
leading to the hiring of staff of the other party except under previous written
contract between the parties.

       

      8.           PRICE, PAYMENT AND
TAXES

       

      8.1         Price and
payment:

       

      The Client shall
meet the amounts set forth in Appendix
2 for the Maintenance work carried out as set forth in this
Contract.

       

      The consideration
agreed upon for the development of the subject matter herein, established in
terms of the initial volume of the contracted service, may be reviewed annually
with advance notice by request of either party, if objective circumstances lead
to either an increase/decrease of the service upsetting the economic equivalency
of the rights and obligations of the parties herein. The first review may only
take place 12 months after the effective date of this Contract.

       

      The considerations
agreed upon include the use and enjoyment by the Supplier of the material and
facilities owned by the Client deemed necessary to adequately carry out the
contracted work, but does not include travel expenses and allowances, which will
be invoiced separately by the Supplier.

       

      Invoices shall be
issued in advance every trimester and their payment shall be made within 15
ordinary days from the date of issuance.

       

      8.2           Taxes:
The Client 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 Client shall be


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      increased
accordingly, so that the amount received by the Supplier remains exactly as
provided in Appendix II
hereof.

       

      9.           EFFECTIVE
TERM

       

      The Contract
hereunder is indefinitely granted. Notwithstanding, this Contract shall be
terminated in any of the following cases:

       

      
        	
              	
                (i)  

              	
                By any one of
      the parties 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.

              


      

       

      
        	
              	
                (ii)  

              	
                If any one of
      the parties 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 party in question shall be deemed to be part of Banco
      Bilbao Vizcaya Argentaria, S.A. 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 twelve (12) months of such
      notice.

              


      

       

      10.         RESPONSIBILITY

       

      The Supplier shall
be responsible before the Client for the losses that may have been caused due to
the fraudulent or negligent breach of the obligations set forth herein, and/or
any losses, damages and prejudices suffered by the Client as the direct result
of this fraudulent or negligible breach of the services rendered by the
Supplier.

       

      The maximum
responsibility of the Supplier before the Client for the fraudulent or negligent
breach of its contractual obligations, and/or any losses damages and prejudices
suffered by the Client as the direct result of this fraudulent or negligible
breach of the services rendered by the Supplier, shall not exceed the total
amount of this Contract for the last two years, including the prevailing year at
the time of the breach of contract and/or the losses damages and prejudices
suffered by the Client. In the event one year has not yet been completed since
the effective date of this Contract, the total amount of the maximum
compensation shall be the equivalent to 

       

      
        
          

        

      

      
        * 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 contract.

         

        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.

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      twice the price of
the Contract for the first year. Under no circumstance will the parties confront
each other for indirect losses, loss of profit or non-pecuniary
loss.

       

      The responsibility
of the Supplier shall not apply (i) when the Client directly modifies or
manipulates the Software components of this Contract; (ii) to the failures or
defects that occur in instruments or applications that elude the purpose of this
Contract, for which it was not designed and/or installed, provided that such
failures or defects are not attributable to the Supplier; (iii) to any other
cause that is non-attributable to the Supplier; (iv) 12 months after the
termination of this Contract.

       

      11.          ADMINISTRATION

       

      The parties appoint
the following liaison persons to resolve any matter regarding the Software
Maintenance Services of this Contract:

       

      
        	
              	
                (i)  

              	
                For the
      Supplier:

              
	 	 	Francisco
      Leyva, La Bolsa 87, Santiago, Chile. Phone (56-2) 351-6810. E-mail: francisco.leyva@bbvapensiones.cl.


      

       

       

      
        	
              	
                (ii)  

              	
                For the
      Client:

              
	 	 	Juan
      Carlos Reyes Madriaza, Bandera 287, Santiago, Chile. Phone (56-2)
      351-1300. E-mail: jreyesm@afpprovida.cl.


      

       

      12.          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.

       

      13.          MISCELLANEOUS

       

      
        	
                13.1  

              	
                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 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 articles of incorporation, 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.

              


      

       

      
        	
                13.2

              	
                Sole
      Document: All the Supplier’s and Client’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
      Maintenance.

              


      

       

      
        	
                13.3

              	
                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.

              


      

       

      
        	
                13.4

              	
                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.

              


      

       

      
        	
                13.5

              	
                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.

              


      

       

      
        	
                13.6

              	
                Assignment:
      The Supplier 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 9 hereof.

              


      

       

      On the other hand,
the Client may not partly or fully assign this Contract to any third party,
whether a member of the group of companies or not, without the prior express and
reliably given consent of the Supplier.

       

      14.          COMMUNICATIONS

       

      
        	
                14.1

              	
                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.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                14.2

              	
                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

       

      ADMINISTRADORA
DE FONDOS DE PENSIONES 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.

       

      15.          APPLICABLE LAW AND
JURISDICTION

       

      
        	
                15.1

              	
                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.

              


      

       

      
        	
                15.2

              	
                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 contract in duplicate, on the date and in
the place stated in the preamble hereof.

       

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      APPENDIX I

       

      DESCRIPTION OF THE LICENSED
SOFTWARE

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

        
        APPENDIX II

      

       

      PRICE FOR MAINTENANCE
SERVICES

       

      For 2005, the total
price for the services of the Supplier, including development and corrective
maintenance, is estimated at an equivalency in pesos of US$729,242, plus taxes,
depending on the actual requests made by A.F.P. Provida and taking into account
man-hour unit-rate costs in dollars equivalent to US$50.

       

      For 2006, the total
price for the services of the Supplier, including development and corrective
maintenance, is estimated at an equivalency in pesos of US$3,467,000, plus
taxes, depending on the actual requests made by A.F.P. Provida and taking into
account man-hour unit-rate costs in dollars equivalent to US$50.

       

       [Signatures copied and
pasted from original in Spanish]

       

      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      APPENDIX II

       

      PRICE FOR MAINTENANCE
SERVICES

       

      For 2007, the total
price for the services of the Supplier will be at an equivalency in pesos in
local currency to:

       

      
        	
                a.  

              	
                US$ 2,284,022
      taxes included for evolutionary maintenance services;

              


      

       

      
        	
                b.  

              	
                US$ 2,120,935
      taxes included for corrective maintenance
  services.

              


      

       

      The price of
services takes into account man-hour unit-rate costs in dollars equivalent to
US$25, plus taxes, for evolutionary maintenance services; and US$31, plus taxes,
for corrective maintenance services.

       

      The parties state,
hereof, that the supplier among its services rendered, incurred data processing
costs in 2007 ("Previous Setting") carried out by BBVA
Bancomer Servicios S.A., Multiple Banking Institution, BBVA Bancomer Financial
Group, in its capacity as trustee in the Trust Fund No 47433-8, Corporative Regional
Center (CCR), for an aggregate at an equivalency in pesos to US$619,979,
taxes included, amount that shall be reimbursed by Provida to the Supplier, upon
dispatching the invoice issued by the Supplier.

       

      


       

      
        	
                BBVA
      INVERSIONES CHILE S.A.

              	 
    	
                ADMINISTRADORA
      DE FONDOS

                DE
      PENSIONES PROVIDA S.A.

              
	 
    	 
    	 
    
	
                 

              	 
    	
                         

              
	 	 	 
	
                Mr. Salvador
      Milan Alcaraz

              	 
    	
                Juan Carlos
      Reyes Madriaza

              
	 	 	 
	 
    	 
    	
                Andres
      Veszpremy Schilling

              


      

      


       

      Santiago, December
18, 2007

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      APPENDIX II

       

      CORRESPONDING
TO THE ANNUAL PERIOD OF 2008 OF THE SOFTWARE MAINTENANCE CONTRACT

       

       

      
        	
                I.  

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

              


      

       

      The Supplier is
represented by Mr. Salvador Milan Alcaraz, Spanish, legally of age, bearer of
Chilean national identity card No.14,709,753-0 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 “Client”), 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 Client is
represented by Mr. Juan Carlos Reyes, Chilean, legally of age, bearer of Chilean
foreign identity card No.7,382,629-2, and Andrés Veszpremy Schilling, Chilean,
legally of age, bearer of Chilean national identity card No.8,881,705-2, both
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 this contract,  they state the
following:

       

      WHEREAS:

       

      
        	
                III.  

              	
                On December 1,
      2005, the parties entered into the SOFTWARE MAINTENANCE CONTRACT
      (hereinafter called the “Contract”), assenting
      that the amount of the annual payment for the aforesaid services would be
      agreed in the Appendix II.

              


      

       

      
        	
                IV.  

              	
                Through the
      subscription of the current APPENDIX II, the parties assent to agree the
      amount of payment hereof, for the services corresponding to 2008
      period.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PRICES OF MAINTENANCE
SERVICES

       

      1.            TYPE OF
SERVICE

       

      Maintenance of
Applicative Software

       

      2.            SPECIFIC TASKS TO BE
MADE

       

      Provision of
services per hours, by using specialized human resources in the services
assistance of system maintenance.

       

      3.            TARIFFS AND
PAYMENTS

       

      For 2008, the total
price of services by the Supplier are estimated at:

       

      
        	
                -  

              	
                Evolutionary
      maintenance: UF 49,457.7 for a total of 64,398
  hours.

              


      

       

      
        	
                -  

              	
                Corrective
      maintenance: UF
      25,344.7 for a total of 33,001
hours.

              


      

       

      The aforementioned prices
depends on the petitions effectively made AFP Provida and considers a unit value
of UF 0.768 (plus taxes) per man-hour.

       

      The parties attest
that the aforesaid tariff is the maximum tariff to be charged for the services
included hereof. In the event of charging more hours during this period, its
tariff shall be timely agreed through an addendum subscription.

       

      The parties place on
record that the Supplier, within the services rendered inserted hereof, must
incur in data processing costs in 2008 ("Previous Setting") carried out by BBVA
Bancomer Servicios S.A., Multiple Banking Institution, BBVA Bancomer Financial
Group, in its capacity as trustee in the Trust Fund No 47433-8, Corporative
Regional Center (CCR). It is estimated that the total cost for this concept will
be in the aggregate at an equivalency in pesos to US$452,551, plus taxes. In
accordance with the above, AFP Provida is obligated to reimburse the Supplier,
upon dispatching the invoice issued by the Supplier, the cost of data processing
within services rendered hereof, up to an equivalency in pesos to US$452,551,
plus taxes.

       

      4.            FEE
AMOUNTS

       

      The payments amounts
for services referred in this Appendix, are UF denominated, for which they will
be met by giving those UF according to the value of this currency at the close
of the corresponding date of payment.

       

      In acceptance of the
foregoing, the parties execute this contract in duplicate, on the date and in
the place stated in the preamble hereof, dated September 25, 2008.

       

      
        	
                BBVA
      INVERSIONES CHILE S.A.

              	 	
                ADMINISTRADORA
      DE FONDOS  DE 

                PENSIONES
      PROVIDA S.A.

              
	
                 

              	 	
                 

              
	 	 	 
	
                Mr. Salvador
      Milan Alcaraz

              	 	
                Mr. Juan
      Carlos Reyes Madriaza

              
	 	 	 
	 
    	 	
                Mr. Andres
      Veszpremy Schilling