Exhibit
4.3

      


      SOFTWARE MAINTENANCE
CONTRACT BETWEEN BBVA PENSIONES CHILE S.A. AND ADMINISTRADORA DE FONDOS DE
PENSIONES PROVIDA S.A.

       

      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been revoked, suspended or restricted, and that the acting capacity of their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:

       

      
        	
              	
                (iii)  

              	
                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.

              


      

       

      
        	
              	
                (iv)  

              	
                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.

       

      
        

      

      
        * 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.

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      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 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:

       

      
        	
              	
                (iii)  

              	
                For
      the Supplier:

              


      

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

       

      
        	
              	
                (iv)  

              	
                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:

              


      

       

      
        	
              	
                (v)  

              	
                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;

              


      

       

      
        	
              	
                (vi)  

              	
                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;

              


      

       

      
        	
              	
                (vii)  

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

              


      

       

      
        	
              	
                (viii)  

              	
                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.

       

       

      
        
          	
                  BBVA PENSIONES CHILE
      S.A.

                	
                  ADMINISTRADORA DE
      FONDOS DE PENSIONES PROVIDA S.A.

                	 
	 	 	 
	
                  Gustavo Alcalde
      Lemarie 

                	Jorge Matuk Chijner
      

                  Andrés
      Veszpremy Schilling

                	 


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

        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.

       

      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 is 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
depend on the petitions effectively made AFP Provida and consider 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