Amended Statement of Beneficial Ownership (sc 13d/a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.

(Provida Pension Fund Administrator)

(Name of Issuer)

SHARES OF COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

020304634

(CUSIP Number)

AMERICAN DEPOSITARY SHARES (ADS) EACH REPRESENTING

FIFTEEN (15) SHARES OF COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

00709P108

(CUSIP Number)

Matthew Ricciardi

MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

(212) 578-2675

November 14, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

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CUSIP No. 020304634		13D


1.	Names of reporting persons MetLife, Inc.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 308,928,816
		9.	Sole dispositive power 0
		10.	Shared dispositive power 308,928,816
11.	Aggregate amount beneficially owned by each reporting person 308,928,816
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 93.2%
14.	Type of reporting person (see instructions) CO, HC

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CUSIP No. 020304634		13D


1.	Names of reporting persons MetLife Chile Acquisition Co. S.A.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Source of funds (see instructions) AF, WC
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or place of organization Chile
Number of shares beneficially owned by each reporting person with		7.	Sole voting power 0
		8.	Shared voting power 308,928,816
		9.	Sole dispositive power 0
		10.	Shared dispositive power 308,928,816
11.	Aggregate amount beneficially owned by each reporting person 308,928,816
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13.	Percent of class represented by amount in Row (11) 93.2%
14.	Type of reporting person (see instructions) CO

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This Amendment No. 3 is being filed by MetLife, Inc. (“MetLife”), and its indirect wholly-owned subsidiary, MetLife Chile Acquisition Co. S.A. (“Purchaser,” and collectively with MetLife, the “Reporting Persons”) with respect to the Common Shares, without par value (collectively, the “Common Shares,” and each a “Common Share”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company”), and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on October 11, 2013, as amended on March 21, 2014 and August 28, 2014 (collectively with this Amendment No. 3, the “Schedule 13D”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.

Item 2. Identity and Background

Item 2 is hereby amended and restated as follows:

This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by MetLife, a Delaware corporation, and its indirect wholly-owned subsidiary, Purchaser, a Chilean closed corporation (sociedad anónima cerrada). MetLife’s executive offices are located at 200 Park Avenue, New York, New York 10166. Purchaser’s executive offices are located at Agustinas 640, piso 18, Santiago, Región Metropolitana, Chile.

MetLife, through its subsidiaries and affiliates, is a global provider of life insurance, annuities, employee benefits and asset management. Purchaser was formed by MetLife for the purpose of acquiring up to 100% of the outstanding Common Shares and ADSs and does not engage in any other business activities.

The name, business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment is conducted) and place of citizenship of each executive officer and director of MetLife and Purchaser are set forth on Schedules I and II attached hereto and are incorporated herein by reference.

To the best knowledge of MetLife and Purchaser, none of MetLife, Purchaser or any of the persons listed in Schedules I and II have been, during the past five (5) years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented by adding the following:

In accordance with Chilean law, no funds or other consideration were required in connection with the October 31, 2014 assignment of 171,023,573 Common Shares by Inversiones Previsionales S.A. (“Inversiones Previsionales”), an indirect wholly-owned subsidiary of MetLife, to Purchaser. The Reporting Persons paid an aggregate of U.S. $10,193,148.34 for the Common Shares and ADSs acquired in connection with the other transactions described herein in Item 5 (c), which was funded through MetLife and its subsidiaries’ existing cash balances.

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Item 4. Purpose of Transactions

Item 4 is hereby amended and supplemented by adding the following:

On November 14, 2014, Purchaser, Inversiones MetLife Holdco Dos Limitada (“Holdco 2”), Inversiones MetLife Holdco Tres Limitada (“Holdco 3”) and MetLife Chile Inversiones Limitada (collectively with Purchaser, Holdco 2 and Holdco 3, the “Merger Agreement Parties”) entered into a merger agreement with respect to the Company (the “Merger Agreement”). Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions, the Merger Agreement Parties agreed to merge the Company with and into Purchaser, with Purchaser being the surviving entity (the “Transaction”). Under the terms of the Transaction, shareholders of the Company are expected to receive one (1) share of Purchaser common stock, without par value, for each Common Share that they own; however, shareholders of the Company who (i) vote against the Transaction at the Company’s special shareholders’ meeting, or (ii) have not attended such meeting but indicate afterward their disagreement with the Transaction by delivering a written notice to the Company, may exercise withdrawal rights and receive a cash payment in lieu of Purchaser common stock, provided that, in each of cases (i) and (ii), such shareholders send to the Company a written notice of their objection to the Transaction and expressly declare their intention to withdraw from the Company within 30 calendar days from the date on which the Transaction is approved. Such cash payment per share will be equivalent to the weighted average of the sales prices per share for the Common Shares as reported on the Chilean Exchanges for the 60-trading day period that is between the 90th trading day and the 30th trading day preceding the special shareholders’ meeting. If, because of the volume, frequency, number and diversity of the buyers and sellers, the Chilean Superintendency of Securities determines that the Common Shares are not actively traded on a stock exchange, the price paid per share to the dissenting shareholder shall be the book value per share. Book value per share for this purpose shall be equal to the paid capital of the Company plus (x) reserves and (y) profits, less losses; divided by the total number of outstanding shares, whether fully paid or not. For the purpose of making this calculation, the most recent available consolidated statements of financial position is used, as adjusted to reflect inflation up to the date of the special shareholders’ meeting. As a condition to the consummation of the Transaction, Purchaser would register its common stock under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act (together with the Securities Act, the “Acts”). In addition, Purchaser is expected to register its common stock under the Chilean Securities Market Law (Ley de Mercado de Valores) and list such common stock on the Chilean Exchanges. Upon consummation of the Transaction, the Common Shares would be extinguished, would cease to be listed on the Chilean Exchanges and would cease to be registered under the Acts. The Transaction is subject to the satisfaction or waiver of certain conditions, including the (i) authorization by the Chilean Pension Funds Superintendency and (ii) approval of the Transaction by the shareholders of each of the Company and Purchaser. Since Purchaser is the direct record owner and has shared voting and dispositive power with respect to 308,928,816 Common Shares (including those held in ADS form), representing approximately 93.2% of the outstanding Common Shares, and MetLife indirectly owns 100.0% of the shares of Purchaser, and each of Purchaser and MetLife intend to vote in favor of the Transaction at the special shareholders’ meetings of the Company and Purchaser, respectively, approval of the Transaction by the shareholders of each of the Company and Purchaser is assured.

The foregoing description of the Merger Agreement is a summary and qualified in its entirety by the terms of the Merger Agreement, a copy of which has been translated from Spanish to English and is filed herewith as an exhibit to this Schedule 13D, and which is incorporated herein by reference.

The Transaction could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the present board of directors of the

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Company, a change to the present capitalization or dividend policy of the Company, the delisting of the Company’s securities from the Chilean Exchanges, and a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Reporting Persons are expected to take actions in furtherance of the Transaction.

All of the Reporting Persons’ interest in the Company is expected to be held in the form of Common Shares in Chile. The Reporting Persons will continue to take steps to surrender all of the ADSs owned by the Reporting Persons to the ADS Depositary, in accordance with the Deposit Agreement, in exchange for the Common Shares represented thereby.

The Reporting Persons may at any time, or from time to time, acquire additional Common Shares, propose, pursue, choose not to pursue or terminate the Transaction, amend the terms of the Merger Agreement, including, among other things, the conditions of the Transaction, take any action in or out of the ordinary course of business to facilitate or increase the likelihood of consummation of the Transaction, otherwise seek control or seek to influence the management and policies of the Company, or change their intentions with respect to any such matters.

Except as set forth in this Schedule 13D (including any information incorporated by reference) and in connection with the transactions described in this Schedule 13D, none of the Reporting Persons has any plan or proposal that relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 to the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 (a, b) is hereby amended and restated as follows:

(a, b) Since and including August 28, 2014, MetLife has acquired 1,658,043 Common Shares, as described in Item 5 (c) below. Purchaser is the direct record owner and has shared voting and dispositive power with respect to 308,928,816 Common Shares (including those held in ADS form), representing approximately 93.2% of the outstanding Common Shares. MetLife may be deemed to beneficially own and have shared voting and dispositive power with respect to 308,928,816 Common Shares (including those held in ADS form), representing 93.2% of the issued and outstanding Common Shares, which are the Common Shares held by its indirect wholly-owned subsidiary, Purchaser.

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Item 5 (c) is hereby amended and supplemented by adding the following:

(c) On October 31, 2014, Inversiones Previsionales was dissolved, and as a consequence of such dissolution, its 171,023,573 Common Shares were assigned to Purchaser in exchange for no funds or consideration in accordance with Chilean law. The table below sets forth the other transactions in Common Shares since August 28, 2014 by the Reporting Persons. Except as otherwise indicated below, all such transactions were open market purchases of Common Shares on the Chilean Stock Exchanges in Chilean pesos by Purchaser. The amounts reported in the “Daily Weighted Average Price Per Common Share” column below reflect a weighted average price for the Common Shares purchased or sold on the particular day. Certain Common Shares were purchased in multiple transactions on one day, each at a price within the range of prices set forth in the “Daily Range of Prices” column below. MetLife undertakes to provide to the Staff of the Securities and Exchange Commission, upon request, additional details regarding the number of Common Shares purchased or sold, as applicable, within the range of prices set forth below.


Date of Transaction	Number of Common Shares Purchased			Daily Weighted Average Price Per Common Share (U.S. $)*			Daily Range of Prices (U.S. $)*
9/24/14		925			6.1679	**		6.1679	**
9/25/14		902			6.1531	**		6.1531	**
9/26/14		43,581			6.1508	**		6.1508	**
9/26/14		494,085	***		6.1476			6.1476
9/26/14		1,117,740	***		6.1476			6.1476
9/26/14		810	***		6.1476			6.1476

*	Prices do not include broker commissions.

**	Reported prices reflect conversion into U.S. dollars based upon the Chilean peso/U.S. dollar exchange ratio at close for such date (as reported by Bloomberg L.P.).

***	Privately negotiated purchases of ADSs in U.S. dollars.

As a result of the above-described transactions, MetLife currently indirectly owns 308,928,816 Common Shares (including 1,612,635 Common Shares represented by ADSs) representing approximately 93.2% of the outstanding Common Shares.

The information set forth under Item 6 of this Schedule 13D is incorporated herein by reference.

Item 5 (e) is hereby amended and supplemented by adding the following:

(e) On October 31, 2014, Inversiones Previsionales ceased to be a beneficial owner of Common Shares when, as a consequence of Inversiones Previsionales’s dissolution, it assigned its 171,023,573 Common Shares to Purchaser in exchange for no funds or consideration in accordance with Chilean law. Accordingly, Inversiones Previsionales is no longer a Reporting Person for purposes of this Schedule 13D. MetLife and Purchaser (subject to the terms of the Merger Agreement) will continue as Reporting Persons for purposes of this Schedule 13D to the extent required by applicable law.

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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 is hereby amended and supplemented by adding the following:

The information set forth under Items 3, 4 and 5 of this Schedule 13D is incorporated herein by reference.

On September 26, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (“CIBC Purchase Agreement 2”) with CIBC World Markets Inc., pursuant to which Purchaser acquired 494,085 Common Shares (represented by 32,939 ADSs) in exchange for an aggregate of U.S. $3,037,436.95 in cash, or U.S. $6.1476 per Common Share.

On September 26, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (“Rangeley Purchase Agreement 3”) with Rangeley Capital Partners, LLC, pursuant to which Purchaser acquired 1,117,740 Common Shares (represented by 74,516 ADSs) in exchange for an aggregate of U.S. $6,871,417.42 in cash, or U.S. $6.1476 per Common Share.

On September 26, 2014, Purchaser entered into an American Depositary Share Purchase Agreement (“Lichtenstein Purchase Agreement 3”) with Andrew Lichtenstein, Inc., pursuant to which Purchaser acquired 810 Common Shares (represented by 54 ADSs) in exchange for an aggregate of U.S. $4,979.56 in cash, or U.S. $6.1476 per Common Share.

The descriptions above of the CIBC Purchase Agreement 2, the Rangeley Purchase Agreement 3 and the Lichtenstein Purchase Agreement are summaries and qualified in their entirety by the terms of such agreements, copies of which are filed herewith as exhibits to this Schedule 13D, and which are incorporated herein by reference.

Except as disclosed in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any third persons with respect to Common Shares or ADSs.

Item 7. Material to be Filed as Exhibits

Item 7 is hereby amended and restated as follows:


Exhibit No.		Title

1		Transaction Agreement, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile S.A., MetLife, Inc. and MetLife Chile Acquisition Co. S.A. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).

2		Share Purchaser Joinder Agreement to the Transaction Agreement by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile, MetLife and MetLife Chile Acquisition Co. S.A., dated as of March 12, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).

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3		Joint Filing Agreement, dated October 11, 2013, by and between MetLife, Inc., MetLife Chile Acquisition Co. S.A. and Inversiones Previsionales S.A.

4		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)

5		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)

6		American Depositary Share Purchase Agreement, dated as of March 28, 2014, by and between Little Oak Asset Management, LLC and MetLife Chile Acquisition Co. S.A.

7		American Depositary Share Purchase Agreement, dated as of March 31, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.

8		American Depositary Share Purchase Agreement, dated as of May 16, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.

9		American Depositary Share Purchase Agreement, dated as of August 22, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.

10		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)

11		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)

12		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.*†

13		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Rangeley Capital Partners, LLC and MetLife Chile Acquisition Co. S.A.*†

14		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Andrew Lichtenstein, Inc. and MetLife Chile Acquisition Co. S.A.*†

15		Merger Agreement of Administradora de Fondos de Pensiones ProVida S.A. into MetLife Chile Acquisition Co. S.A., dated as of November 14, 2014, by and among MetLife Chile Acquisition Co. S.A., Inversiones MetLife Holdco Dos Limitada, Inversiones MetLife Holdco Tres Limitada and MetLife Chile Inversiones Limitada. (English translation)*†

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*	Filed herewith.

†	Schedules have been omitted. MetLife hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth herein is true, complete and correct. Pursuant to Rule 13d-1(k)(1), each of the undersigned agrees that this statement is filed on behalf of each of us.

Dated as of: November 17, 2014


MetLife, Inc.

By:	/s/ William J. Wheeler
	Name:	William J. Wheeler
	Title:	President, Americas

MetLife Chile Acquisition Co. S.A.

By:	/s/ Robert Einstein
	Name:	Robert Einstein
	Title:	Authorized Representative

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Exhibit Index


Exhibit No.		Title

1		Transaction Agreement, dated as of February 1, 2013, by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile S.A., MetLife, Inc. and MetLife Chile Acquisition Co. S.A. (incorporated herein by reference to Exhibit (d)(1) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).

2		Share Purchaser Joinder Agreement to the Transaction Agreement by and among Banco Bilbao Vizcaya Argentaria S.A., BBVA Inversiones Chile, MetLife and MetLife Chile Acquisition Co. S.A., dated as of March 12, 2013 (incorporated herein by reference to Exhibit (d)(2) to the Schedule TO-T filed by MetLife Chile Acquisition Co. S.A. with the U.S. Securities and Exchange Commission on August 6, 2013).

3		Joint Filing Agreement, dated October 11, 2013, by and between MetLife, Inc., MetLife Chile Acquisition Co. S.A. and Inversiones Previsionales S.A.

4		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)

5		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated October 9, 2013. (English translation)

6		American Depositary Share Purchase Agreement, dated as of March 28, 2014, by and between Little Oak Asset Management, LLC and MetLife Chile Acquisition Co. S.A.

7		American Depositary Share Purchase Agreement, dated as of March 31, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.

8		American Depositary Share Purchase Agreement, dated as of May 16, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.

9		American Depositary Share Purchase Agreement, dated as of August 22, 2014, by and between Rangeley Capital Partners, L.P. and MetLife Chile Acquisition Co. S.A.

10		Resolution of the Board of Directors of MetLife Chile Acquisition Co. S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)

11		Resolution of the Board of Directors of Inversiones Previsionales S.A. evidencing authority to sign of the Authorized Representative, dated August 26, 2014. (English translation)

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12		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between CIBC World Markets Inc. and MetLife Chile Acquisition Co. S.A.*†

13		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Rangeley Capital Partners, LLC and MetLife Chile Acquisition Co. S.A.*†

14		American Depositary Share Purchase Agreement, dated as of September 26, 2014, by and between Andrew Lichtenstein, Inc. and MetLife Chile Acquisition Co. S.A.*†

15		Merger Agreement of Administradora de Fondos de Pensiones ProVida S.A. into MetLife Chile Acquisition Co. S.A., dated as of November 14, 2014, by and among MetLife Chile Acquisition Co. S.A., Inversiones MetLife Holdco Dos Limitada, Inversiones MetLife Holdco Tres Limitada and MetLife Chile Inversiones Limitada. (English translation)*†

*	Filed herewith.

†	Schedules have been omitted. MetLife hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

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SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF METLIFE

The following table sets forth the name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of MetLife. Each such person is a citizen of the United States of America, with the exception of John C.R. Hele, Franciscus Hijkoop, Michel Khalaf and Christopher G. Townsend, who are citizens, respectively, of Canada, the Netherlands, the Republic of Lebanon and the United Kingdom of Great Britain and Northern Ireland.


Name of Director or Executive	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Employment

Steven A. Kandarian	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Chairman of the Board, Chief Executive Officer and President	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Ricardo A. Anzaldua	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Executive Vice President and General Counsel	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Steven J. Goulart	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Executive Vice President and Chief Investment Officer	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

John C.R. Hele	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Executive Vice President and Chief Financial Officer	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Franciscus Hijkoop	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Executive Vice President and Chief Human Resources Officer	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Michel Khalaf	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	President, EMEA	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Martin J. Lippert	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Executive Vice President and Head of Global Technology and Operations	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

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Maria R. Morris	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Executive Vice President, Global Employee Benefits	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Christopher G. Townsend	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	President, Asia	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

William J. Wheeler	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	President, Americas	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166

Cheryl W. Grisé	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Retired	N/A

Carlos M. Gutierrez	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Co-Chair, Albright Stonebridge Group	Albright Stonebridge Group 555 Thirteenth Street, NW, Suite 300 West Washington, DC 2000

R. Glenn Hubbard	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Dean and Russell L. Carson Professor of Economics and Finance, Graduate School of Business, Columbia University	Graduate School of Business Columbia University 3022 Broadway Uris Hall, Room 101 New York, NY 10027

John M. Keane	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	President, GSI, LLC	GSI, LLC 2200 Wilson Blvd. Ste. 102-542 Arlington, VA 22201

Alfred F. Kelly, Jr.	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Former Chairman of the Board, President and Chief Executive Officer, NY/NJ Super Bowl Host Company	N/A

William E. Kennard	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Former Senior Advisor, Grain Management, LLC	N/A

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James M. Kilts	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Partner, Centerview Capital	Centerview Capital 3 Greenwich Office Park, 2nd floor Greenwich, CT 06831

Catherine R. Kinney	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Retired	N/A

Denise M. Morrison	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	President and Chief Executive Officer, Campbell Soup Company	Campbell Soup Company 1 Campbell Place Camden, NJ 08103-1701

Kenton J. Sicchitano	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Retired	N/A

Lulu C. Wang	MetLife, Inc. 200 Park Avenue New York, N.Y. 10166	Chief Executive Officer, Tupelo Capital Management LLC	Tupelo Capital Management LLC 340 Madison Avenue, 19th floor New York, NY 10173

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SCHEDULE II

DIRECTORS AND OFFICERS OF PURCHASER


Name of Director or Executive	Business Address	Present Principal Occupation or Employment	Name, Principal Business and Address of Employment

Randal W. Haase	1095 Avenue of the Americas New York, New York 10036	Vice President - New Business Development	MetLife, Inc. 1095 Avenue of the Americas New York, New York 10036

Ronald Michael Mayne–Nicholls Secul	Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile	Latin American Marketing Officer	MetLife Chile Seguros de Vida S.A. Agustinas 640, piso 22, Santiago, Región Metropolitana, Chile

Pablo Iacobelli del Rio	Isidora Goyenechea 2800, piso 43 Las Condes, Santiago, Chile	Partner	Carey y Cía. Ltda. Isidora Goyenechea 2800, piso 43 Las Condes, Santiago, Chile

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Exhibit 12

AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT

AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of September 26, 2014 (“Agreement”), by and between, CIBC WORLD MARKETS INC. (“Seller”), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anónina cerrada) (“Buyer”), on the other hand.

WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 32.939 American Depository Shares (“ADS”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company”), each representing fifteen (15) Common Shares, without par value of the Company (“Shares”), for an aggregate of 494,085 Shares.

NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of 32,939 ADSs, and all rights attaching thereto, including without limitation redemption, cancellation or withdrawal rights or any right to receive cash in lieu thereof, voting rights and the right to all dividends or other distributions having a record date after the date hereof (the “Sale ADSs”), for a purchase price equal to $92.2140 per ADS (the “Purchase Price”), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, “Liens”), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.

2. Definitions. For purposes of this Agreement:

(a) an “affiliate” of a person shall mean any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by or is under common control with such person; and

(b) “$” means United States Dollars.

3. Deliveries; Payment; Closing. Simultaneously with the execution of this Agreement, (a) Seller shall transfer and convey to Buyer, free and clear of all Liens, the Sale ADSs, and deliver to Buyer a signed instrument of transfer in the form attached as Schedule 1 to this Agreement accompanied by (if applicable) an ADS certificate or certificates (endorsed to Buyer), representing the number of Sale ADSs, together with any documents (including without limitation broker’s transfer instructions in the form attached as Schedule 2 to this Agreement (if applicable)) that, in the reasonable judgment of Buyer, are necessary to transfer and convey to, and vest in, Buyer good and valid title to the Sale ADSs, free and clear of all Liens; and

(b) Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the “Closing”) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:

(a) Seller has the necessary legal capacity, power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) This Agreement has been duly and validly authorized, executed and delivered by Seller and, assuming due authorization, execution and delivery by and on behalf of Buyer, constitutes a legal, valid and binding obligation of Seller, enforceable in accordance with its terms;

(d) As of the date hereof, Seller is the owner, beneficially and of record, of the Sale ADSs, free and clear of any Liens, and will transfer at Closing to Buyer good and valid title to the Sale ADSs, free and clear of any Liens;

(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;

(f) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, (i) violate or conflict with any provision of the trust, charter or organizational documents or by-laws or comparable documents of Seller, (ii) result in the imposition of any Liens under, cause or permit the acceleration of any obligation under, or violate or conflict with the terms, conditions or provisions of, any note, indenture, security agreement, lease, guaranty, joint venture agreement, or other contract, agreement or instrument to which Seller is a party or by which Seller or any of the Sale ADSs is bound, or (iii) result in a breach or violation by such Seller of any law, rule or regulation or any order, injunction, judgment or decree of any court, governmental authority or regulatory agency;

(g) There exists no restriction upon the sale and delivery to Buyer of the Sale ADSs by Seller, nor is Seller required to obtain the approval of any person or entity or any court, governmental authority or regulatory agency to effect the sale of such ADSs in accordance with the terms hereof;

(h) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and

(i) Seller has (i) timely paid all Taxes required to be paid by it with respect to the acquisition, ownership or disposition of the Sale ADSs, and (ii) timely filed with the relevant governmental authority such Tax Returns required to be filed by it, and all such Tax Returns were true, correct and complete. The term “Tax” or “Taxes” means all net income, gross income, gross receipts, sales, use, ad valorem, transfer, excess profits, franchise, profits, license, withholding, payroll, employment, unemployment social security, excise, severance, stamp, occupation, premium, property, disability, capital stock, capital gains or windfall profits taxes, customs duties or other taxes, fees, assessments or governmental charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts imposed with respect thereto. The term “Tax Return” means any return, report, declaration, form, documentation, filing, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

(a) Buyer has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

(b) This Agreement has been duly and validly authorized, executed and delivered by Buyer and, assuming due authorization, execution and delivery by and on behalf of Seller, constitutes a legal, valid and binding agreement of Buyer, enforceable in accordance with its terms; and

(c) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

6. Taxes. Seller shall make full and timely payment of any Taxes owed by the Seller in connection with the execution and performance this Agreement and the sale of the Sale ADSs contemplated herein. Anything in the preceding sentence to the contrary notwithstanding, Seller shall be responsible for, and shall pay, any Taxes imposed with respect to the transfer of the Sale ADSs.

7. Release. Seller hereby irrevocably and unconditionally releases and forever discharges Buyer and its affiliates (which, for the avoidance of doubt, shall include without limitation A.F.P. Provida S.A., Inversiones Previsionales S.A. and MetLife, Inc.) and each of their respective Representatives, successors and assigns (collectively, the “Releasees”) from any and all claims, demands, litigations, actions, causes of action, suits, investigations, grievances, citations, summons, subpoenas, inquiries, audits, hearings, originating applications to a tribunal, arbitration or proceeding of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened (each, an “Action”), whether or not now known or anticipated, which Seller now has, has ever had or may hereafter have against the Releasees with respect to, relating to or arising from the subject matter hereof (which, for the avoidance of doubt, shall include without limitation Seller’s prior purchase of the Sale ADSs).

8. Miscellaneous.

(a) All fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.

(b) Without limiting the other terms of this Agreement, after the Closing, Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer that may be required to convey and deliver the Sale ADSs to Buyer and to perfect Buyer’s title thereto and to accomplish the transactions contemplated by this Agreement.

(c) This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, whether oral or written, among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended orally, but may only be amended by an instrument in writing signed by each of the parties hereto.

(d) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their directors, officers, trustees, executors, heirs, legal representatives, successors and assigns. Seller may not and shall not assign its obligations hereunder and any assignment in violation of this sentence shall be void. Buyer may at its option assign this Agreement to any of its affiliates (including MetLife, Inc. and its subsidiaries). Nothing contained in this Agreement shall be deemed to give rise to any right in a person not a party hereto (other than any assignee of Buyer) or in Seller or Buyer on behalf of any such person to seek enforcement of, or damages arising out of any alleged default with respect to, any provisions of this Agreement.

(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.

(f) This Agreement may be executed in any number of counterparts, including via electronic means, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.

(h) All notices and other communications under this Agreement shall be in writing and delivery thereof shall be deemed to have been made either (i) one (1) business day after such notice shall have been deposited with a nationally-recognized overnight courier service, or (ii) when delivered by hand or transmitted by facsimile transmission, to the party entitled to receive the same at the address or facsimile number indicated below or at such other address or facsimile number as such party shall have specified by written notice to the other parties hereto given in accordance herewith:

(i)

if to Seller, addressed to:

CIBC World Markets Inc.

22 Front Street

7^th Floor

Toronto, Ontario, M5J 2S5

Attn.: Narry Teemal

Fax No.:

(ii)

if to Buyer, addressed to:

MetLife Chile Acquisition Co. S.A.

c/o MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

Attn.: Adam M. Hodes

Fax No.:

with a copy (which shall not constitute notice) to:

MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

Attn.: Rolon A. Reed, III

Fax No.:

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn.: Paola Lozano

Fax No.:

(i) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(j) Each of Buyer and Seller hereby irrevocably consents and agrees that any Action against it or any of its assets with respect to any of the obligations arising under or relating to this Agreement shall be brought by Buyer or by Seller exclusively in any state or federal court sitting in the State of New York, and by execution and delivery of this Agreement, Buyer and Seller hereby irrevocably submits to and accepts with regard to any such Action, for itself and in respect of its property, the exclusive jurisdiction of the aforesaid courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any Action therein. Each party hereto agrees that the summons and complaint or any other process in any Action may be served by notice given in accordance with this Agreement, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury.

(k) Each of Buyer and Seller have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be interpreted and construed as if drafted jointly by Buyer and Seller and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.


By:	/s/ Narry Teemel
	Name:	Narry Teemel
	Title:	Manager


METLIFE CHILE ACQUISITION CO. S.A.

By:	/s/ Robert Einstein
	Name:	Robert Einstein
	Title:	Authorized Signatory

Exhibit 13

AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT

AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of September 26, 2014 (“Agreement”), by and between, Rangeley Capital Partners, LLC (“Seller”), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anónina cerrada) (“Buyer”), on the other hand.

WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 74,516 American Depository Shares (“ADS”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company”), each representing fifteen (15) Common Shares, without par value of the Company (“Shares”), for an aggregate of 1,117,740 Shares.

NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of 74,516 ADSs, and all rights attaching thereto, including without limitation redemption, cancellation or withdrawal rights or any right to receive cash in lieu thereof, voting rights and the right to all dividends or other distributions having a record date after the date hereof (the “Sale ADSs”), for a purchase price equal to $92.2140 per ADS (the “Purchase Price”), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, “Liens”), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.

2. Definitions. For purposes of this Agreement:

(b) “$” means United States Dollars.

Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the “Closing”) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:

(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;

(h) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and

5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

(c) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

7. Release. Seller hereby irrevocably and unconditionally releases and forever discharges Buyer and its affiliates (which, for the avoidance of doubt, shall include without limitation A.F.P. Provida S.A., Inversiones Previsionales S.A. and MetLife, Inc.) and each of their respective Representatives, successors and assigns (collectively, the “Releasees’ ) from any and all claims, demands, litigations, actions, causes of action, suits, investigations, grievances, citations, summons, subpoenas, inquiries, audits, hearings, originating applications to a tribunal, arbitration or proceeding of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or threatened (each, an “Action”), whether or not now known or anticipated, which Seller now has, has ever had or may hereafter have against the Releasees with respect to, relating to or arising from the subject matter hereof (which, for the avoidance of doubt, shall include without limitation Seller’s prior purchase of the Sale ADSs).

8. Miscellaneous.

(a) All fees and expenses incurred by any of the parties hereto shall be borne by the party incurring such fees and expenses.

(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.

(i)

if to Seller, addressed to:

Rangeley Capital, LLC

3 Forest Street

New Canaan, CT

06840

Attn.: Christopher C. DeMuth, Jr.

Fax No.:

if to Buyer, addressed to:

MetLife Chile Acquisition Co. S.A.

c/o MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

Attn.: Adam M. Hodes

Fax No.:

with a copy (which shall not constitute notice) to:

MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

Attn.: Rolon A. Reed, III

Fax No.:

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn.: Paola Lozano

Fax No.:

[Signature Pages Follow]

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.


By:	/s/ Christopher C. DeMuth, Jr.
	Name:	Christopher C. DeMuth, Jr.
	Title:	Managing Partner


METLIFE CHILE ACQUISITION CO. S.A.

By:	/s/ Robert Einstein
	Name:	Robert Einstein
	Title:	Attorney-in-Fact

Exhibit 14

AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT

AMERICAN DEPOSITARY SHARE PURCHASE AGREEMENT, dated as of September 26, 2014 (“Agreement”), by and between, Andrew Lichtenstein, Inc. (“Seller”), on the one hand, and METLIFE CHILE ACQUISITION CO. S.A., a Chilean closed corporation (sociedad anónina cerrada) («Buyer»), on the other hand.

WHEREAS, this Agreement sets forth the terms and conditions upon which Seller will sell to Buyer, and Buyer will purchase from Seller, 54 American Depository Shares (“ADS”) of Administradora de Fondos de Pensiones Provida S.A. (the “Company”), each representing fifteen (15) Common Shares, without par value of the Company (“Shares”), for an aggregate of 810 Shares.

NOW, THEREFORE, in consideration of and reliance upon the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1. Purchase and Sale of ADSs. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and covenants contained herein, Seller hereby agrees to sell, assign and transfer to Buyer, and Buyer hereby agrees to purchase and accept from Seller, an aggregate of 54 ADSs, and all rights attaching thereto, including without limitation redemption, cancellation or withdrawal rights or any right to receive cash in lieu thereof, voting rights and the right to all dividends or other distributions having a record date after the date hereof (the “Sale ADSs”), for a purchase price equal to $92.2140 per ADS (the “Purchase Price”), without interest or adjustment, free and clear of all liens, equities, claims, options, proxies, voting agreements, charges and encumbrances of whatever nature (collectively, “Liens”), payable simultaneously with the execution of this Agreement (against delivery of the Sale ADSs pursuant to Section 3 of this Agreement) by wire transfer in immediately available funds to the account previously specified in writing by Seller, the receipt of which is hereby acknowledged by Seller.

2. Definitions. For purposes of this Agreement:

(b) “$” means United States Dollars.

Buyer shall deliver to Seller the Purchase Price for the Sale ADSs, delivered pursuant to Section 1 hereof and in accordance therewith. Notwithstanding anything in this Agreement to the contrary, the closing of the purchase and sale of Sale ADSs shall take place simultaneously with the execution of this Agreement (the «Closing») at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

4. Representations and Warranties of the Seller. Seller represents and warrants to Buyer as follows:

(e) As of the date hereof, other than the Sale ADSs, Seller is not the owner, beneficially or of record, of any ADSs or Shares;

(h) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby; and

5. Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:

(c) There are no claims for brokerage commissions or finder’s fees or agent’s commissions or other like payment in connection with this Agreement or the transactions contemplated hereby.

8. Miscellaneous.

(a) All fees and expenses incurred by any of the parties hereto shalt be borne by the party incurring such fees and expenses.

(e) All representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the delivery of the Sale ADSs.

(g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.

(i)

if to Seller, addressed to:

Andrew Lichtenstein, Inc.

5770 Palisade Avenue

Riverdale, New York 10471

Attn.: Mr. Andrew Lichtenstein

Fax No.:

(ii)

if to Buyer, addressed to:

MetLife Chile Acquisition Co. S.A.

c/o MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

Attn.: Adam M. Hodes

Fax No.:

with a copy (which shall not constitute notice) to:

MetLife, Inc.

1095 Avenue of the Americas

New York, New York 10036

Attn.: Rolon A. Reed, III

Fax No.:

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn.: Paola Lozano

Fax No.:

[Signature Pages Follow]

IN WITNESS WHEREOF, and intending to be legally bound hereby, each of the undersigned parties has executed or caused this Agreement to be executed on the date first above written.


By:	/s/ Andrew Lichstentein
	Name:	Andrew Lichstentein
	Title:	President


METLIFE CHILE ACQUISITION CO. S.A.

By:	/s/ Robert Einstein
	Name:	Robert Einstein
	Title:	Attorney-in-Fact

Exhibit 15

MERGER AGREEMENT

ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.

INTO

METLIFE CHILE ACQUISITION CO. S.A.

November 14, 2014

TABLE OF CONTENTS


		Page

RECITALS			3

CLAUSE ONE: DEFINITIONS AND RULES OF INTERPRETATION			5

1.1.	DEFINITIONS		5
1.2.	INTERPRETATION		6

CLAUSE TWO: ACTS IN PREPARATION FOR THE MERGER			7

2.1.	SPECIAL SHAREHOLDERS’ MEETINGS OF NUEVA PROVIDA		7
2.2.	BACKGROUND ON THE MERGER		7
2.3.	REGISTRATION OF THE SHARES IN NUEVA PROVIDA WITH THE SEC		8
2.4.	DATE OF THE MERGER SHAREHOLDERS’ MEETINGS		8

CLAUSE THREE: MERGER			8

3.1.	ABSORPTION MERGER OF PROVIDA INTO NUEVA PROVIDA		8
3.2.	MERGER SHAREHOLDERS’ MEETINGS		9
3.3.	EFFECTS OF THE VARIOUS RESOLUTIONS ADOPTED AT THE MERGER SHAREHOLDERS’ MEETINGS		11
3.4.	EXCHANGE RATIO		11
3.5.	CONDITIONS TO VOTE IN FAVOR OF THE MERGER AT THE MERGER SHAREHOLDERS’ MEETINGS		12
3.6.	ACTIVITIES POST MERGER SHAREHOLDERS’ MEETINGS		12

CLAUSE FOUR: REPRESENTATIONS AND WARRANTIES			13

4.1.	ORGANIZATION		13
4.2.	CAPITAL		13
4.3.	FINANCIAL STATEMENTS		14
4.4.	TAXES		14
4.5.	NO BREACH		14
4.6.	OPERATIONS WITH RELATED PERSONS		14
4.7.	REQUIREMENTS TO BE A SHAREHOLDER OF AN AFP		14
4.8.	OTHER REPRESENTATIONS		14

CLAUSE FIVE: COURSE OF CONDUCT THROUGH CONSUMMATION OF THE MERGER			15

5.1.	AMENDMENTS TO BYLAWS, ETC.		15
5.2.	CONTINUATION OF BUSINESS IN THE ORDINARY COURSE		15
5.3.	ACCOUNTING		15
5.4.	PROFITS, DISTRIBUTIONS, WITHDRAWALS, REFUNDS, ALLOTMENTS AND DIVIDENDS		15
5.5.	DIVISION, CONVERSION, MERGER OR WINDING-UP		15

CLAUSE SIX: MISCELLANEOUS			15

6.1.	GOVERNING LAW		15
6.2.	ARBITRATION		16
6.3.	ASSIGNMENT		16
6.4.	NULLITY AND INEFFECTIVENESS		16
6.5.	EXPENSES		16
6.6.	COUNTERPARTS		16

MERGER AGREEMENT OF

ADMINISTRADORA DE FONDOS DE PENSIONES PROVIDA S.A.

INTO

METLIFE CHILE ACQUISITION CO. S.A.

In Santiago, Chile, on November 14, 2014, INVERSIONES METLIFE HOLDCO 2 LIMITADA, TIN 76.094.806-3, with legal address at Agustinas 640 piso 18, Santiago (“Holdco 2”); INVERSIONES METLIFE HOLDCO 3 LIMITADA, TIN 76.265.745-7, with legal address at Agustinas 640 piso 18, Santiago (“Holdco 3”); METLIFE CHILE INVERSIONES LIMITADA, TIN 77.647.060-0, with legal address at Agustinas 640 piso 18, Santiago (“MetLife Chile” and together with Holdco 2 and Holdco 3, the “Acquisition Shareholders”), and METLIFE CHILE ACQUISITION CO. S.A., TIN 76.265.736-8, with legal address at Agustinas 640 piso 18, Santiago (“Nueva ProVida” and together with the Acquisition Shareholders, the “Parties”), enter into the following merger agreement (the “Agreement”):

RECITALS

A. Administradora de Fondos de Pensiones ProVida S.A., TIN 98.000.400-7, (“ProVida”), is a single-purpose Chilean corporation with a single purpose consisting in managing pension funds, subject to the oversight and control of the Chilean Pension Funds Superintendency (“SP”). ProVida was created by public deed dated March 3, 1981, executed at the Santiago Notarial Office of Mr. Patricio Zaldívar Mackenna, amended by public deed dated March 25, 2981, executed in the presence of the same notary. ProVida was chartered under Resolution No. E-006-81 dated April 1, 1981, issued by the SP, the certificate of which was recorded on page 6060, number 3268, in the Commerce Registry of Santiago for the year 1981, and published in the Official Gazette No. 30932 on April 3, 1981.

B. ProVida is an issuer of publicly-traded securities and as such is registered in the Securities Registry and subject to the oversight and control of the Chilean Securities and Insurance Superintendency (“SVS”). The shares of ProVida are also registered in such registry and listed on the Santiago Stock Exchange, Chilean Electronic Stock Exchange and the Valparaíso Stock Exchange. Likewise, until the open of business on October 3, 2014, the shares of ProVida through American Depositary Shares (“ADSs”) represented by American Depositary Receipts (“ADRs”), at a rate of one ADR for every 15 shares, were listed on the New York Stock Exchange. The Deposit Agreement governing such ADSs and ADRs was terminated on September 18, 2014. However, the shares in ProVida continue to be subject to the securities legislation of the United States of America and to the oversight and control of the United States Securities and Exchange Commission.

C. MetLife Chile Acquisition Co. S.A. is a closely-held Chilean corporation with TIN 76.265.736-8, incorporated by public deed dated February 22, 2013, executed at the Santiago Notarial Office of Mr. Iván Torrealba Acevedo. An excerpt of such instrument was recorded on page 16784 entry number 11041 in the Commerce Registry of Santiago for the year 2013, and published in the Official gazette No. 40493 on February 23, 2013.

D. As of this date, Nueva ProVida holds 308,928,816 registered shares, of the same series and value, without nominal (par) value, fully subscribed for and paid up, representing approximately 93.2% of equity capital in ProVida. It acquired such shares through purchases and by way of succession as a result of the dissolution of its subsidiary, Inversiones Previsionales S.A., TIN 76.266.631-6 (“Inversiones Previsionales”) on October 31, 2014, which was also a direct shareholder of ProVida. The dissolution of Inversiones Previsionales took place as a result of all the shares issued by Inversiones Previsionales having come under the ownership of Nueva ProVida for an uninterrupted period in excess of 10 days, thereby becoming the sole shareholder in Inversiones Previsionales. At a board of director’s meeting of Inversiones Previsionales held on October 31, 2014, executed as a public deed on November 3, 2014 at the Santiago Notarial Office of Mr. José Musalem Saffie, a record was made of such dissolution in accordance with law, and an excerpt of such public deed is in the process of being registered and published.

E. Pursuant to the Shareholders’ Registry of Nueva ProVida, the Acquisition Shareholders are the owners and holders of 100% of the shares issued by Nueva ProVida, all of which are registered and without nominal (par) value, fully subscribed for and paid up, of one and the same series, distributed in the following manner:


Shareholders	Number of Shares		% of Capital
Holdco 2		139,017,967		45	%
Holdco 3		139,017,967		45	%
MetLife Chile		30,892,816		10	%

TOTAL		308,928,816		100	%

F. The Acquisition Shareholders and Nueva ProVida (the latter as shareholder of ProVida) intend to merge ProVida and Nueva ProVida, in accordance with the terms and conditions of, and as per the provisions set out in, this Agreement. Nevertheless, and given the special nature of ProVida as a special-purpose Chilean corporation with a single purpose as pensions funds administrator and other purposes under DL 3,500, the aforementioned merger must meet several approvals and authorizations until complete perfection of the merger of ProVida into Nueva ProVida, and for the latter to entirely succeed in the operations that ProVida conducts in relation to the management of pension funds, all of which is regulated hereby.

G. As a consequence of the proposed merger, Nueva ProVida may distribute the positive difference between (i) the tax cost basis of its total investment made in shares of ProVida and (ii) the proportional value of the tax equity of ProVida (such difference, hereinafter the “Tax Goodwill”), among the non-monetary assets that Nueva ProVida receives as a consequence of the merger, but up to the market value of such non-monetary assets. To the extent the proposed merger is initiated before January 1, 2015 and concludes before January 1, 2016, the portion of the Tax Goodwill that may not be distributed among the non-monetary assets that ProVida receives as a consequence of the merger will be considered, for tax purposes, as a deferred expense and must be deducted in equal parts by Nueva ProVida in a term of 10 consecutive commercial exercises, counted from the commercial exercise in which the Tax Goodwill was generated.

H. For U.S. federal income tax purposes, the Parties intend that the Merger will qualify both as a “reorganization” within the meaning of Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”) and a “complete liquidation” within the meaning Section 332 of the Code, that this Agreement will constitute both a “plan of reorganization” for purposes of Sections 354 and 361 of the Code and a “plan of liquidation” for purposes of Section 332 of the Code adopted as of the date of this Agreement, and that each of the Parties be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

CLAUSE ONE:

DEFINITIONS AND RULES OF INTERPRETATION

1.1. Definitions.

The following capitalized terms used herein shall have the meaning indicated below:

“Administered Funds” means pension funds type A, B, C, D and E, that are currently administered by ProVida, as well as those other funds that according to the law may administer before the Merger Effective Date.

“AFP” is a Spanish acronym that means pension fund manager.

“Chilean State” means the Chilean Treasury and its agencies.

“DL 3,500” means the Decreto Ley 3.500, Establece Nuevo Sistema de Pensiones, promulgated under the laws of Chile.

“Expert Report” means one or more expert reports prepared in accordance with Article 156 of the RSA, which shall indicate the value of ProVida and Nueva ProVida, the exchange ratio for the shares applicable to the Merger, and the pro-forma balance sheet representing Nueva ProVida, indicating the summation of asset, liability and equity accounts of ProVida and Nueva ProVida.

“IFRS” means the international financial reporting standards adopted in Chile for the preparation and presentation of financial statements.

“LSA” means Law 18046 on corporations, as amended.

“Merger” means the merger of ProVida into its parent Nueva ProVida, the latter acquiring all the assets, liabilities and equity of the former and succeeding the same in all its rights and obligations.

“Merger Effective Date” means the 60th day following the publication, in the Official Gazette, of the authorization to be issued by the SP for the Merger, pursuant to article 43 of DL 3500.

“Merger Shareholders’ Meetings” means each of the special shareholders’ meetings to be duly called and convened by the boards of directors of Nueva ProVida and ProVida to vote on the Merger.

“Nueva ProVida Financial Statements” means the audited consolidated financial statements of Nueva ProVida as of December 31, 2013, and September 30, 2014, prepared in accordance with IFRS.

“Pensions System Abridgment” means the Compendio de Normas del Sistema de Pensiones, issued by the Chilean Pension Funds Superintendency.

“ProVida Financial Statements” means the audited consolidated financial statements of ProVida as of December 31, 2013, and September 30, 2014, prepared in accordance with IFRS, adjusted as provided in Book IV, title VIII, letter D, chapter III of the Pensions System Abridgment.

“Reference Financial Statements” means the Nueva ProVida Financial Statements and the ProVida Financial Statements as of September 30, 2014, or, in

their absence, the Nueva ProVida Financial Statements and the ProVida Financial Statements prepared, at the latest, 90 days prior to the Merger Shareholders’ Meetings.

“RSA” means the Corporations Regulations contained in Decree No. 702 of the Ministry of Finance, as amended.

“SEC” means the Securities and Exchange Commission.

The following table includes the place in the Agreement where the terms indicated therein are defined:


Term		Location
“Acquisition Shareholders”		Initial Paragraph
“ADRs”		Recital B
“ADSs”		Recital B
“Agreement”		Initial Paragraph
“Tax Goodwill”		Recital F
“Holdco 2”		Initial Paragraph
“Holdco 3”		Initial Paragraph
“Inversiones Previsionales”		Recital D
“MetLife Chile”		Initial Paragraph
“Nueva ProVida”		Initial Paragraph
“Parties”		Initial Paragraph
“ProVida”		Recital A
“Registration Statement”		2.3
“SP”		Recital A
“SVS”		Recital B

1.2. Interpretation

(a) Words in the singular shall include the plural, and vice versa, and words in the masculine gender shall include all genders.

(b) Unless otherwise expressly indicated, any reference to periods of days shall be deemed of calendar days, calculated in accordance with articles 48 and 50 of the Chilean Civil Code.

(c) The titles, subtitles and headings of clauses, sections, paragraphs or letters used herein are for reference only and shall not be taken into consideration for its interpretation or to determine the scope of the rights and obligations of the Parties.

(d) References to clauses and sections shall be interpreted as made to the clauses and sections of this Agreement unless otherwise indicated, and terms such as “hereof”, “hereby”, “hereunder” and the like shall mean and refer to this Agreement as a whole rather than to any portion thereof.

(e) Notwithstanding the provisions of the preceding rules, the provisions of Title XIII of Book IV of the Civil Code on “Contractual Interpretation” shall apply alternatively for the interpretation hereof.

CLAUSE TWO:

ACTS IN PREPARATION FOR THE MERGER

2.1. Special Shareholders’ Meetings of Nueva ProVida.

In addition to the Merger Shareholders’ Meeting, the Parties have held or will hold, two special shareholders’ meetings of Nueva ProVida to agree on the following matters:

(a) Approve the distribution of dividends in an amount of $24,771,812,000, which shall be paid during this year 2014, on the date determined by the board of Nueva ProVida.

(b) Reduce the number of shares into which capital is divided, from 2,081,600,000 to 308,928,816, without reducing its corporate capital or affecting the rights and preferences of the shares in Nueva ProVida;

(c) Reduce the current corporate capital from $1,018,431,258,580 to the amount of $931,348,859,606 through the actual decrease of current corporate capital and the corresponding refund to the shareholders of the sum of such decrease, i.e. the sum of $87,082,398,974, which shall be paid during this year 2014, on the date determined by the board of Nueva ProVida.

(d) Approve certain amendments to the bylaws of Nueva ProVida to reflect the aforementioned amendments and others that the Parties may deem necessary or convenient for the approval of the Merger.

(e) Ratify external auditors Deloitte as the auditors of Nueva ProVida for 2014.

2.2. Background on the Merger.

As provided in article 155 et sqq. of the RSA, the board of directors of Nueva ProVida and ProVida shall make available to its shareholders, the background information that serves as the basis for the Merger, including (i) this Agreement, which contains the terms and conditions for the Merger to be proposed to the shareholders of each of the companies, (ii) the Reference Financial Statements and (iii) the Expert Report.

For the purpose of the Reference Financial Statements, the Parties agree to retain the services of Deloitte or such other external auditing firm as the Parties may agree upon if Deloitte is unable or unwilling to provide its services. For the purposes of the Expert Report, the Parties agree to retain the services of one or more independent and qualified expert, who shall be entitled to obtain from ProVida and Nueva ProVida all information and documents and effect any and all verifications they may deem appropriate for the completion and delivery of their report. The Expert Report shall be signed in the presence of a notary, and shall include a representation in the sense that the expert issues his/her report in accordance with article 99 of LSA and article 156 of the RSA, to which end s/he had access to the information and documents of the entities that merge as s/he may have deemed necessary. In addition, the expert shall represent being of statutory age, not having been declared guilty of any offenses punishable by jail, have sufficient independent judgment as necessary to issue the report and assume responsibility for the opinions contained in the report.

In accordance with the preceding paragraph, each of the Parties shall cause that the board of directors of each of ProVida and Nueva ProVida agree to request to

the referred auditing firm to proceed with the audit and issuance of the relevant audit report on the Reference Financial Statements, and designate a qualified expert to issue the Expert Report.

2.3. Registration of the shares in Nueva ProVida with the SEC.

Prior to the Merger Shareholders’ Meetings, and as per the requirements under the securities legislation of the United States of America, Nueva ProVida shall have filed a registration statement (the “Registration Statement”) with the SEC, which shall have been approved and declared effective in advance of the Merger Shareholders’ Meetings, in order to allow for the offering of the shares in Nueva ProVida to the shareholders of ProVida in connection with the Merger.

2.4. Date of the Merger Shareholders’ Meetings.

The ProVida Merger Shareholders’ Meeting shall be held as soon as practicable as the Registration Statement is approved by the SEC and declared effective. The Parties shall make their reasonable best efforts for the ProVida Merger Shareholders’ Meeting to be held on December 29, 2014, and shall cause the ProVida Merger Shareholders’ Meeting to be called for such date. However, in case the ProVida Merger Shareholders’ Meeting is called for December 29, 2014, and the Registration Statement has not been approved or has not been declared effective, Nueva Provida agrees not to attend the aforementioned Merger Shareholders’ Meeting so as to have a lack of quorum in the same, and thereby cause the ProVida Merger Shareholders’ Meeting to be held upon second call. The Nueva ProVida Merger Sharehlders Meeting shall be held on the same date as the ProVida Merger Shareholders Meeting or in such other date as may be necessary to comply with the authorizations and legal requirements in connection therewith.

CLAUSE THREE:

MERGER

3.1. Absorption Merger of ProVida into Nueva ProVida.

Subject to the terms and conditions of this Agreement, and pursuant to article 99 of the LSA, the Parties agree on the absorption merger of ProVida into Nueva ProVida, whereby the former shall be dissolved and absorbed into Nueva ProVida, the latter acquiring all the assets, liabilities and equity of ProVida, and succeeding the same in all its rights and obligations. As a consequence of the Merger, ProVida shall be dissolved, which dissolution shall occur without requiring its winding-up, since its shareholders shall become shareholders of Nueva ProVida, except for those who wish to exercise their right to withdraw in accordance with article 69 of the LSA.

Nueva ProVida shall become the only party responsible for the payment of all the debts or liabilities directly, indirectly or potentially owed by ProVida, whether with its shareholders, workers, vendors, banks, financial institutions, companies and in general with any individual or body corporate, in time and form as incurred by ProVida, benefitting from or being affected by all the terms, conditions, modalities, guarantees and exceptions of ProVida in relation to such liabilities, since, as a result of the Merger, Nueva ProVida shall be deemed the successor-in-interest of ProVida for all legal purposes.

Nueva ProVida shall be jointly and severally liable and shall undertake to pay the applicable taxes per the respective winding-up balance sheets to be prepared by

ProVida pursuant to article 69 of Chilean tax code. Likewise, for the purposes of articles 69 and 71 of such Chilean tax code, it is expressly noted that Nueva ProVida shall be held liable to the Chilean State for all taxes, imposts, liens, deferred customers duties or tax credits, assessments and other tax-related obligations, regardless of their origin, such as ProVida owes or may owe.

3.2. Merger Shareholders’ Meetings.

The Acquisition Shareholders promise to Nueva ProVida, and Nueva ProVida promises to the Acquisition Shareholders, that they shall take all necessary action to cause the board of directors of each of ProVida and Nueva ProVida to call the Merger Shareholders’ Meetings in order to submit the following matters to the consideration of their shareholders and ultimately agree upon the same:

(a) At the Special Shareholders’ Meeting of Nueva ProVida:

(i) Agree to amend the bylaws in all such matters as may be necessary to adjust them to those of a public corporation that after the Merger, shall be engaged in the management of Pension Funds, and being ProVida’s legal successor;

(ii) Agree to register both Nueva ProVida and its shares in the Securities Registry kept by the SVS, as well as have the same listed on one or more authorized Securities Exchanges in the country;

(iii) Approve the documentation that serves as the basis for the Merger, including (A) this Agreement; (B) the Reference Financial Statements; and (C) the Expert Report;

(iv) Agree on the one to one exchange ratio between Nueva ProVida and ProVida shares;

(v) Approve a capital increase in Nueva ProVida and the issuance of new shares of common stock without par value, to be distributed entirely to the shareholders of ProVida in the applicable proportion as per the exchange ratio eventually approved, to consummate the Merger of ProVida into Nueva ProVida, expressly authorizing the board of directors to issue the new shares as a consequence of the referred capital increase.

(vi) Agree on the absorption Merger of ProVida into Nueva ProVida, the latter subject to the SP authorizing the Merger of ProVida into Nueva ProVida;

(vii) Agree on requesting the SP to authorize the Merger, issuing the respective resolution and certificate in accordance with the provisions of article 131 of the LSA;

(viii) Approve the restated text of the bylaws of ProVida to reflect the amendments adopted at the special shareholders’ agreement of Nueva ProVida.

(ix) Adopt all necessary resolutions to carry out the Merger on the terms and conditions ultimately approved at the Merger Shareholders’ Meetings, and authorize the board of directors, in broad terms, to grant all powers-of-attorney deemed necessary, especially those required to legalize, consummate and carry out the Merger resolutions and others as adopted at the Merger Shareholders’ Meetings.

(b) At the Special Shareholders’ Meeting of ProVida:

(i) Approve the bylaws of Nueva ProVida, to adjust them to the regulation applicable to special-companies with a single purpose consisting in managing pension funds and grant and manage other benefits under DL 3,500; adequate the bylaws to the laws and regulations applicable to public companies, including the capital increase and issuance of new shares to be distributed entirely to the shareholders of ProVida and other amendments to be approved at the Nueva ProVida Merger Shareholders’ Meeting;

(ii) Approve the documentation that serves as the basis for the Merger, including (A) this Agreement; (B) the Reference Financial Statements; and (C) the Expert Report;

(iii) Agree on the one to one exchange ratio between Nueva ProVida and ProVida shares;

(iv) Agree on the absorption Merger of ProVida into Nueva ProVida, the latter subject to the SP authorizing the Merger of ProVida into Nueva ProVida;

(v) Agree on requesting the SP to authorize the Merger, issuing the respective resolution and certificate in accordance with the provisions of article 131 of the LSA;

(vi) Approve the dissolution of ProVida as a result of the Merger without winding-up, with Nueva ProVida acquiring all the assets, liabilities and equity of ProVida, and succeeding it in all its rights and obligations;

(vii) Adopt all necessary resolutions to carry out the Merger on the terms and conditions ultimately approved at the Merger Shareholders’ Meetings, and authorize the board of directors, in broad terms, to grant all powers-of-attorney deemed necessary, especially those required to legalize, consummate and carry out the Merger resolutions and others as adopted at the Merger Shareholders’ Meetings.

3.3. Other amendments relating with the Merger

Notwithstanding the matters to be approved by the Nueva Provida Merger Shareholders Meeting described above, on or before such Merger Shareholders Meeting, the Acquisition Shareholders promise Nueva Provida to approve the following matters in a special shareholders meeting:

(i) Amend the bylaws of Nueva ProVida, to adjust them to the regulation applicable to special-companies with a single purpose consisting in managing pension funds, amendments that shall be subject to the SP authorizing the existence or operations of Nueva ProVida as a pension funds manager;

(ii) Request that the SP authorizes the existence or operations of Nueva ProVida as a pension funds manager, as provided in articles 130 et sqq. of the LSA and in article 52 of the Decree Law 3,500;

(iii) Amend the bylaws to adjust them to those of a public company registered together with its shares in the Securities Registry kept by the SVS, which amendments shall be subject to SP authorization of the existence or operations of Nueva ProVida as a pension funds manager;

3.4 Effects of the various resolutions described in Sections 3.1 to 3.3

Some resolutions described in Sections 3.1 to 3.3 above shall be contingent on obtaining the authorization and approvals of the SP described below:

(a) The following acts shall be effective as from the date on which the excerpt contained in the certificate evidencing the SP resolution authorizing the existence or operations of Nueva ProVida as an AFP, and which approves its bylaws, is duly recorded in the Santiago Commerce Registry and published in the Official Gazette:

(i) Amendments to the bylaws of Nueva ProVida to adjust them to those of a single-purpose corporation engaged in the management of Pension Funds, agreeing also the change of the name of Nueva ProVida in accordance with applicable law;

(ii) Amendments to the bylaws of Nueva ProVida to adjust them to those of a publicly held corporation; and

(iii) Capital increase in Nueva ProVida and the issuance of new shares of common stock, registered, of like value each, of a single series and without par value, to be distributed entirely to the shareholders of ProVida in the applicable proportion as per the exchange ratio eventually approved, to consummate the Merger of ProVida into Nueva ProVida. Notwithstanding, if the authorization of existence or operations of Nueva Provida is obtained from the SP before the Nueva Provida Merger Shareholders Meeting, the agreement described in this literal (iii) shall be effective upon its approval by the SP.

(b) The following acts shall be effective on the Merger Effective Date, provided the publication at the Official Gazette of the authorization from the SP is made within 15 days following the issuance of the authorization, pursuant to article 43 of DL 3500:

(i) the absorption Merger of ProVida into Nueva ProVida, the latter to survive, provided that the conditions precedent indicated in section 3.2 have been met;

(ii) registration, in the Shareholders’ Registry of Nueva ProVida, of all the persons who were registered in the Shareholders’ Registry of ProVida as of midnight on the immediately preceding day, as well as the transfer forms duly submitted to ProVida previously, to the extent not yet registered, whereupon they shall be deemed to be shareholders of Nueva ProVida for all applicable purposes, as per the approved exchange ratio.

(c) The following acts shall be effective as of the date indicated by the board of directors of Nueva Provida therefor, which shall be the Merger Effective Date or thereafter:

(i) actual withdrawal of the certificates representing the shares issued by Nueva ProVida;

(ii) the shares in ProVida shall no longer be traded on the Santiago Stock Exchange, the Electronic Stock Exchange and the Valparaiso Stock Exchange, and the shares of Nueva ProVida shall begin trading therein.

3.5 Exchange Ratio.

The Parties hereby agree that the exchange ratio between shares of ProVida and of Nueva ProVida shall be one to one. This way, the shareholders of ProVida shall receive one share in Nueva ProVida for each share they hold in ProVida on the Merger Effective Date.

3.6 Conditions to vote in favor of the Merger at the Merger Shareholders’ Meetings.

The obligation of the Parties to vote in favor of the Merger shall be subject to fulfillment of all the following conditions precedent (any of which may be waived by the Parties by mutual agreement):

(a) that Nueva ProVida shall have filed, with the SEC, the Registration Statement and other documents required by the laws of the United States of America, and that such Registration Statement shall have been declared effective by such regulator;

(b) that the other background documentation for the Merger, i.e. the Reference Financial Statements and the Expert Report, shall have been prepared and delivered by the external auditing firm and the experts, respectively;

(c) that the representations made by each of the Parties in Clause Four below shall be complete, correct and accurate as of the date on which the Merger Shareholders’ Meetings are called by the board of directors of ProVida and Nueva ProVida.

3.7 Activities before the Merger Effective Date.

The Parties agree to perform the actions, acts and activities that are necessary or desirable to consummate the Merger, including but not limited, to directly make or cause the persons under their control to make the following:

(a) to have promptly signed and evidenced into public deed the minutes of the Merger Shareholders’ Meetings and to notarize, with the same date of the public deed, the background information that was available to the shareholders;

(b) to present to the Chilean Internal Revenue Service the sworn statement of Nueva ProVida that is required to evidence the initiation of the Merger with respect to the Tax Goodwill on or prior to December 31, 2014;

(c) to request to the SP the authorization of existence and functioning of Nueva ProVida as an administrator of pension funds, or such other authorization required by law, provided, however, that the Parties agree that Nueva ProVida will not make any advertisement with respect to its condition as an AFP, will not accept affiliates and will not make any other act to which is entitled to as an AFP until the Merger Effective Date, with the express purpose of avoiding that Nueva Provida and Provida simultaneously operate as an AFP, and provided, further, that such restrictions will not apply to actions, acts and activities (i) strictly necessary and conducing to the Merger and to the organized transfer of the Administered Funds, assets, liabilities, affiliates, suppliers, investments of ProVida and of the Administered Funds, if necessary, and other rights and obligations acquired, received or assumed by Nueva ProVida as a consequence of the Merger, or (ii) that are required by the SP to evidence that Nueva ProVida is in a condition to normally operate as an AFP as of the Merger Effective Date;

(d) to record in the Registry of Commerce and publish in the Official Gazette the excerpt contained in the certificate that authorizes the existence of Nueva ProVida as an AFP and that approves its by-laws, once the authorization referred to in (c) is obtained;

(e) to cause the board of directors of Nueva ProVida to issue the new shares of common stock, registered, of like value each, of a single series and without par value, to be distributed to the shareholders of ProVida in the applicable proportion as per the exchange ratio agreed;

(f) to request the registration of both Nueva ProVida and its shares in the Securities Registry kept by the SVS, once the authorization referred to in (c) is obtained and the shares referred to in (e) above are issued;

(g) to request the listing of Nueva ProVida and its shares in one or more authorized Securities Exchanges in the country, once the registration referred to in (f) above is obtained, provided, however, that the trading of such shares will only commence as of the Merger Effective Date or at such later date referred to in section 3.4(c);

(h) to request the SP to authorize the Merger;

(i) to cause Nueva ProVida to comply with all the legal, technical and operational requirements (including accounting, management and computer systems) before the Merger Effective Date in order to properly function with full continuity of the services that ProVida renders as of such date;

(j) to timely inform all the affiliates, workers and other collaborators, authorities, clients, suppliers, shareholders, investors, issuers in which the Administered Funds have invested, lenders and relevant counterparties of ProVida about the merger, stating that as of the Merger Effective Date, Nueva ProVida will be the legal successor of ProVida and provide all the information that is deemed necessary or desirable for such purposes; and

(k) to update the shareholders registry of Nueva ProVida as of the Merger Effective Date to include the shares of ProVida as a consequence of the merger and to make available to the shareholders of ProVida the physical titles of the shares that have been assigned to them as a consequence of the Merger.

CLAUSE FOUR:

REPRESENTATIONS AND WARRANTIES

The Parties represent that they have no knowledge of any situations, facts or circumstances that could result in any modification to or breach of the following representations and warranties made by Nueva ProVida or ProVida:

4.1. Organization.

Nueva ProVida is a corporation duly organized and validly existing under the laws of the Republic of Chile, and that all the amendments to its bylaws have been made in accordance with the law. ProVida is a special-purpose corporation duly organized and validly existing under the laws of the Republic of Chile, and that all the amendments to its bylaws have been made in accordance with the law.

4.2. Capital.

The authorized equity capital of Nueva ProVida is divided into 308,928,816 shares without par value, fully subscribed for and paid up. There are no other shares issued or authorized by Nueva ProVida. The authorized equity capital of ProVida is divided into 331,316,623 shares without par value, fully subscribed for and paid up. There are no other shares issued or authorized by ProVida.

4.3. Financial Statements.

(a) The Nueva ProVida Financial Statements have been prepared in accordance with IFRS; and (b) the ProVida Financial Statements have been prepared in accordance with IFRS, adjusted in accordance with the provisions of Book IV, title VII, letter D, chapter III of the Pension System Abridgment; and in both cases they fairly reflect the financial condition, results from operations, changes to shareholder ownership and changes to the financial condition of Nueva ProVida or ProVida, as the case may be, as of the date and for the periods when issued. Likewise, none of the companies has any liabilities or obligations in relevant amounts not reflected in the Nueva ProVida Financial Statements and in the ProVida Financial Statements, as applicable.

4.4. Taxes.

Except as indicated in the Nueva ProVida Financial Statements and in the ProVida Financial Statements, as applicable, (a) ProVida and Nueva ProVida have filed, in time and form, all tax returns required under applicable tax laws; (b) all taxes accrued, owed and payable by the companies have been paid in time and form, and all material deficiencies claimed or assessments made against ProVida and Nueva ProVida as a result of any examination conducted by any tax authority of any income tax returns and of the business activities have been claimed or paid in time and form; and (c) as of the date hereof there are no notices of assessments or re-determination of any tax obligations prepared by any governmental authority against any of the companies such as remain pending payment.

4.5. No Breach.

Consummation of the Merger does not constitute or result in any breach under any contract to which ProVida and Nueva ProVida is a party, nor does it result in any assessment or lien attaching to any goods or assets of any of the companies such as could have a material adverse impact on any of the companies.

4.6. Operations with Related Persons.

Other than as indicated in the in the Nueva ProVida Financial Statements or in the ProVida Financial Statements, as applicable, the terms on which ProVida and Nueva ProVida have entered into contracts or agreements with related companies are strictly arm’s length.

4.7. Requirements to be a shareholder of an AFP.

The Acquisition Shareholders and their controllers, partners or majority shareholders, directors, managers, officers and principal executives comply with the requirements set forth in Article 24A of DL 3,500.

4.8. Other Representations.

The Acquisition Shareholders and Nueva ProVida are not aware of any situation, fact or circumstance that is not reflected in the Nueva ProVida Financial Statements or in the ProVida Financial Statements, as applicable, such as could affect the one to one exchange ratio agreed on this Agreement.

CLAUSE FIVE:

CONDUCT OF BUSINESS THROUGH CONSUMMATION OF THE MERGER

Between the execution date of this Agreement and the Merger Effective Date, the Parties agree to proceed and to have Nueva ProVida or ProVida, as applicable, proceed as per the following stipulations:

5.1. Amendments to bylaws, etc.

Nueva ProVida and ProVida shall not (a) undergo any amendment to its corporate bylaws other than those required to consummate the Merger, as required by the SP, SVS or other authority, and such others as set forth herein; (b) issue, sell, transfer, pledge, dispose of or encumber any of the shares representing its corporate capital; (c) create new series of shares, trade or reclassify its shares; or (d) howsoever acquire, in any manner, directly or indirectly, its own shares, except as a result of the withdrawal right exercised by its shareholders.

5.2. Continuation of business in the ordinary course.

Continue conducting the business of Nueva ProVida or ProVida, as applicable, in the ordinary course and consistent with past practice, and in normal operating conditions, all of the above so as to prevent deterioration of its commercial processes and activities.

5.3. Accounting.

Record the transactions of Nueva ProVida or ProVida, as applicable, in their accounting, in accordance with the accounting principles applicable to each such Company and, in any case, consistent and in accordance with the accounting criteria used to prepare the Nueva ProVida Financial Statements or the ProVida Financial Statements, as applicable.

5.4. Profits, distributions, withdrawals, refunds, allotments and dividends.

Other than as provided in this Agreement or by law, refrain from agreeing on or performing any new allotments, distributions, advances, withdrawals, drafts, accruals or payments of profits, dividends or reductions or refunds of capital. For the avoidance of doubt, the foregoing shall not imply any restriction for ProVida to make distributions of profits and dividends contemplated in the law, nor for Nueva ProVida to agree and make distributions of profits and dividends to its shareholders in the amount of the profits and dividends received by it as shareholder of ProVida.

5.5. Division, conversion, merger or winding-up.

Other than as provided herein, refrain from approving, agreeing or proceeding with the division, conversion, merger or winding-up of Nueva ProVida or ProVida, as applicable.

CLAUSE SIX:

MISCELLANEOUS

6.1. Governing Law.

This Agreement and all the provisions contained herein are governed by and shall be interpreted in accordance with the laws of Chile.

6.2. Arbitration.

Any controversy or dispute arising between the Parties hereto in relation to the applicability, interpretation, duration, effectiveness or performance of this Agreement or otherwise shall be referred to arbitration in accordance with the Rules of Arbitration Procedure of the Santiago Arbitration and Mediation Center, in effect at the time when arbitration is requested.

The Parties hereby grant a limited and irrevocable power-of-attorney to the Santiago Chamber of Commerce in order that, upon written request by any of them, it should designate an arbitrator who shall act ex aequo et bono as to the procedure and de jure as to the award, from among the members of the arbitration corps of the Santiago Arbitration and Mediation Center.

No remedy shall be of avail against the resolutions of the arbitrator. The arbitrator is especially authorized to resolve all matters related to its competence and/or jurisdiction.

6.3. Assignment.

None of the Parties may assign this Agreement or the rights and obligations arising hereunder unless it obtains the prior written consent of all the Parties.

6.4. Nullity and Ineffectiveness.

If for any reason any provision hereof is declared totally or partially void or ineffective, such declaration shall not affect the validity and binding effect of the remaining clauses of this Agreement, provided, however, that taking into consideration that this Agreement shall be performed in good faith and therefore not only imposes the obligations stated herein but also all the obligations that arise from the nature of the obligations contained herein, if, as a consequence of legal, regulatory or judicial changes, the Agreement is unable to be performed in the manner and pursuant to terms and proceedings set forth herein, the Parties agree to perform it in an equivalent manner or in the most similar way to what has been agreed in this Agreement.

6.5. Expenses.

The expenses derived from the implementation of this agreement shall be borne by Nueva ProVida.

6.6. Counterparts.

This instrument is executed in 4 counterparts, with 2 remaining in the possession of the Acquisition Shareholders and 2 remaining in the possession of Nueva ProVida.

[Signatures on the following Page]

IN WITNESS THEREOF, the Parties execute this Merger Agreement of Administradora de Fondos de Pensiones ProVida S.A. in MetLife Chile Acquisition Co. S.A. on the date hereof.


INVERSIONES METLIFE HOLDCO 2 LIMITADA

Signature:		/s/ Randal W. Haase

Name:		Randal W. Haase
Position:		Attorney-in-fact

INVERSIONES METLIFE HOLDCO 3 LIMITADA

Signature:		/s/ Randal W. Haase

Name:		Randal W. Haase
Position:		Attorney-in-fact

METLIFE CHILE INVERSIONES LIMITADA

Signature:		/s/ Pablo Iacobelli del Río

Name:		Pablo Iacobelli del Río
Position:		Attorney-in-fact

METLIFE CHILE ACQUISITION CO. S.A.

Signature:		/s/ Randal W. Haase

Name:		Randal W. Haase
Position:		Attorney-in-fact

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