STOCK PURCHASE AGREEMENT ON SOCIEDAD MATRIZ BANCO DE CHILE S.A. AND BANCO DE

            CHILE, JOINT AND SEVERAL GUARANTEE AND COMMERCIAL PLEDGE



                      LQ INVERSIONES FINANCIERAS S.A. ET AL



                                       AND



                         CONSORCIO FINANCIERO S.A. ET AL



The parties individualized hereinbelow have appeared in my presence, ANDRES

RUBIO FLORES, attorney at law, Acting Notary Public of the 8th Notary Public's

Office in Santiago of RENE BENAVENTE CASH, domiciled at # 354 Morande Street,

floor 7, District of Santiago, on March 27, 2001: 1) Mr. JUAN BILBAO HORMAECHE,

a Chilean citizen, married, commercial engineer, National Id. Card No.

6.348.511-K; and Mr. PATRICIO PARODI GIL, a Chilean citizen, married, commercial

engineer, National Id. Card No. 6.661.203-8, both hereby acting on behalf of, as

it shall be evidenced of: CONSORCIO FINANCIERO S.A. Tax Id. No. 79.619.200-3;

COMPANIA DE SEGUROS DE VIDA CONSORCIO NACIONAL DE SEGUROS S.A., Tax Id. No.

99.012.000-5; COMPANIA DE SEGUROS DE VIDA VITALIS S.A., Tax Id. No.

96.848.220-3; COMPANIA DE SEGUROS GENERALES CONSORCIO NACIONAL DE SEGUROS S.A.,

Tax Id. No. 96.654.180-6; Mr. CARLOS LARRAIN PENA National Id. Card No.

4.666.606-2; Mr. LUIS ALBERTO FERNANDEZ LEON, National Id. Card No. 3.190.818-3;

Mrs. MARIA ELENA RIESCO ZANARTU, National Id. Card No. 3.720.768-3; Mr. CARLOS

RICARDO CRUZAT IRRARAZABAL, National Id. Card No.



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6.284.814-6; Mrs. MARIA AMANDA SARA IRARRAZABAL LARRAIN, National Id. Card No.

2.441.187-7; INVERSIONES Y RENTAS SANTA IRIS LIMITADA, Tax Id. No. 86.994.900-0;

la SUCESION DE DON CARLOS CRUZAT PAUL, Tax Id. No. 1.884.439-7 and INVERSIONES

SAN ANDRES LIMITADA, Tax Id. No. 78.322.750-9; for these purposes, all the

aforementioned parties domiciled at # 180 El Bosque Sur Avenue, floor 3, Las

Condes district, on the one hand, in their capacity of sellers, hereinafter

collectively and indistinctly designated the "Sellers"; and on the other, as

buyer: 2) Mr. ANDRONICO LUKSIC CRAIG, a Chilean citizen, married, entrepreneur,

National Id. Card No. 6.062.786-K, hereby acting on behalf of LQ INVERSIONES

FINANCIERAS S.A., an investment company, Tax Id. No. 96.929.880-5, hereinafter

also indistinctly designated the "Buyer"; QUINENCO S.A., an investment company,

Tax Id. No. 91.705.000-7, hereinafter also designated the "Joint and Several

Debtor", and INVERSIONES HIDROSUR LIMITADA, an investment company, Tax Id. No.

79.871.250-0, hereinafter also designated "Hidrosur", all the aforementioned of

legal age and domiciled in this city at # 20 Enrique Foster Sur Street, Floor

14, Las Condes district, who have evidenced their relevant identities by means

of the identity cards already specified hereinabove and represent as follows:



That they have subscribed and entered into this Stock Purchase Agreement on

Sociedad Matriz Banco de Chile S.A., hereinafter designated "SM Chile" and Banco

de Chile, and Joint and several guarantee and Pledge, hereinafter referred to as

the "Purchase Contract", which shall be ruled as per the legal regulations

currently in force and, particularly by the clauses and provisions specified

hereinbelow:



ONE: STOCKS AND PROMISE TO SELL



1.1)  For all the purposes of this Purchase contract, Sellers are members of a

      group of shareholders of SM-Chile and Banco de Chile, the name and

      composition of which is as follows: Grupo Consorcio: Consorcio Financiero

      S.A.; Compania de Seguros de Vida Consorcio Nacional de Seguros S.A.;

      Compania de Seguros de Vida Vitalis S.A.; Compania de Seguros Generales

      Consorcio Nacional de Seguros S.A.; Carlos Larrain Pena; Luis Alberto

      Fernandez Leon; Maria Eliana Riesco Zanartu; Carlos





                                       2

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      Ricardo Cruzat Irarrazabal; Maria Amanda Sara Irarrazabal Larrain;

      Inversiones y Rentas Santa Iris Limitada; la Sucesion de Don Carlos Cruzat

      Paul and Inversiones San Andres Limitada. The origin of this group of

      shareholders stems from the definitions of the Shareholders Agreement

      subscribed by the so-called Penta, Familia Cuneo/Solari, Moreno, Consorcio

      and Larrain Groups with respect to the shares owned by them in SM Chile

      and Banco de Chile, as evidenced in a private deed dated November 22,

      1999.



1.2)  The stocks subject matter of this Purchase contract, hereinafter referred

      to as the "Shares" are as follows:



      Grupo Consorcio: 61,056 shares of SM Chile - Series A; 560,889,435 shares

      of SM Chile - Series B; 8,867,490 shares of SM Chile - Series D; 2,257,128

      shares of SM Chile - Series E; and 63,298,037 shares of Banco de Chile, as

      evidenced in the titles specified under Exhibit A herein. Exhibit A shows

      a breakdown of shareholders, shares and their relevant title numbers,

      which has been duly signed by the parties and accounts for an integral

      part of this Purchase contract and is formalized at the end of the records

      corresponding to the current month under number 112.



1.3)  Sellers hereby represent that Shares are free from all encumbrances,

      pledges, usufruct, charges, restrictions, attachments, legal actions,

      resolutory, third-parties preemptive rights, prohibitions or limitations

      to property of any nature or character whatsoever, that might affect the

      selling or transfer thereof to Buyer; likewise, Shares are fully paid and

      shall grant Buyer the economic and political rights provided under the

      articles of incorporation of SM Chile and Banco de Chile and Law 18.041,

      whereby Sellers become liable for clearing title in compliance with the

      applicable legal framework.



1.4)  On January 31, 2001, the members of Banco de Chile's and SM Chile's

      controlling shareholders agreement, which Sellers are part of, subscribed

      a promise to sell agreement with Buyer, which is entitled "Promise to Sell

      Stock Contract from Sociedad Matriz Banco de Chile S.A. and Banco de

      Chile, Joint and several guarantee and Commercial Pledge", hereinafter

      designated "Promise to Sell", by virtue of which the parties undertook to

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