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Exhibit 2.1 AMENDMENT NO. 1 TO DEPOSIT AGREEMENT AMENDMENT NO. 1,dated as of December 3, 2004 (the Amendment), to the Deposit Agreement
dated as of October 7, 1997 (as amended hereby, the Deposit Agreement), among Distribución y
Servicio D&S S.A., incorporated under the laws of the Republic of Chile (the Company), JPMorgan
Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the Depositary),
and all holders from time to time of American depositary receipts (ADRs) issued thereunder. WITNESSETH: WHEREAS, the Company and the Depositary executed the Deposit Agreement for the purposes set
forth therein; and WHEREAS, the Company is conducting a one for four stock split of its Shares the Company wishes
to modify the ratio of common stock per ADS in order to maintain the same trading price; and WHEREAS, pursuant to paragraph (16) of the form of ADR contained in the Deposit Agreement, the
Company and the Depositary desire to amend the terms of the Deposit Agreement and ADRs. NOW, THEREFORE,for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement as
follows: ARTICLE I DEFINITIONS SECTION 1.01.Definitions. Unless otherwise defined in this Amendment, all
capitalized terms used, but not otherwise defined, herein shall have the meaning given to such
terms in the 1




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Deposit Agreement. ARTICLE II AMENDMENTS TO DEPOSIT AGREEMENT SECTION 2.01.All references in the Deposit Agreement to the term Deposit Agreement shall,
as of the Effective Date (as herein defined), refer to the Deposit Agreement, dated as of October
7, 1997 and as further amended by this Amendment. SECTION 2.02.All references in the Deposit Agreement to the Depositary shall be references to
JPMorgan Chase Bank, N.A. SECTION 2.03.Section 1(c) of the Deposit Agreement is amended by replacing fifteen with
sixty. SECTION 2.04.The address of the Depositary set forth in Section 17(a) is amended to read as
follows: JPMorgan Chase Bank, N.A.
Four New York Plaza
New York, New York 10004
Attention: ADR Administration
Fax: (212) 623-0079 ARTICLE III AMENDMENTS TO THE FORM OF ADR SECTION 3.01.All references in the form of ADR to the Depositary shall be references to
JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United
States. SECTION 3.02.All references in the form of ADR to the number of Shares
represented by each ADS is amended to reflect that each ADS represents sixty Shares. SECTION 3.03.The form of ADR, reflecting the amendments set forth in Section 3.01
hereof, is amended and restated to read as set forth as Exhibit A hereto. 2




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ARTICLE IV REPRESENTATIONS AND WARRANTIES SECTION 4.01.Representations and Warranties. The Company represents and
warrants to, and agrees with, the Depositary and the Holders, that: (a) This Amendment, when executed and delivered by the Company, will be duly and validly
authorized, executed and delivered by the Company, and it and the Deposit Agreement as
amended hereby constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms, subject to
bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general
applicability relating to or affecting creditors rights and to general equity principles;
and (b) In order to ensure the legality, validity, enforceability or admissibility into
evidence of this Amendment or the Deposit Agreement as amended hereby, neither of such
agreements need to be filed or recorded with any court or other authority in the Republic
of Chile, nor does any stamp or similar tax or governmental charge need to be paid in the
Republic of Chile on or in respect of such agreements. ARTICLE V MISCELLANEOUS SECTION 5.01.Effective Date. This Amendment is dated as of the date set forth above
and shall be effective as the date first above written (the Effective Date). SECTION 5.02.Outstanding ADRs. ADRs issued prior or subsequent to the date
hereof, which do not reflect the changes to the form of ADR effected hereby, do not need to be
called in for exchange and may remain outstanding until such time as the Holders thereof choose to
surrender them for any reason under the Deposit Agreement. The Depositary is authorized and
directed to take any and all actions deemed necessary to effect the foregoing. SECTION 5.03.Indemnification. The parties hereto shall be entitled to the benefits
of the indemnification provisions of Section 16 of the Deposit Agreement in connection with any and
all liability it or they may incur as a result of the terms of this Amendment and the transactions 3




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contemplated herein. SECTION 5.04.Counterparts.This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one instrument. 4




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IN WITNESS WHEREOF,the Company and the Depositary have caused this Amendment to be executed
by representatives thereunto duly authorized as of the date set forth above. DISTRIBUCIÓN Y SERVICIO D&S S.A.By:
    
    /s/ Miguel Núñez SfeirName: Miguel Núñez SfeirTitle: CFOJPMORGAN CHASE BANK, N.A.By:
    
    /s/ Joseph M. LeinhauserName: Joseph M. LeinhauserTitle: Vice President
 5




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EXHIBIT A ANNEXED TO AND INCORPORATED IN AMENDMENT NO. 1 TO DEPOSIT AGREEMENT [FORM OF FACE OF ADR] No. of ADSs:  Each ADS represents
60 Shares CUSIP: AMERICAN DEPOSITARY RECEIPT evidencing AMERICAN DEPOSITARY SHARES representing SHARES OF COMMON STOCK, WITHOUT NOMINAL VALUE of DISTRIBUCIÓN Y SERVICIO D&S S.A. (Incorporated under the
laws of the Republic of Chile) JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the
United States, as depositary hereunder (the Depositary), hereby certifies that  is the registered owner (a Holder) of  American Depositary Shares (ADSs),
each (subject to paragraph (13)) representing sixty (60) shares of common stock, without nominal
value (including the rights to receive Shares described in paragraph (1), Shares and, together
with any other securities, cash or property from time to time held by the Depositary in respect or
in lieu of deposited Shares, the Deposited Securities), of DISTRIBUCIÓN Y SERVICIO D&S S.A., a
corporation organized under the laws of the Republic of Chile (the Company), deposited under the
Deposit Agreement dated as of October 7, 1997 (as amended from time to time, the Deposit
Agreement) among the Company, the Depositary and all Holders from time to time of American
Depositary Receipts issued thereunder (ADRs), each of whom by accepting an ADR becomes a party
thereto. The Deposit Agreement and this ADR (which includes the provisions set forth on the
reverse hereof) shall be governed by and construed in accordance with the laws of the State of New
York. 1




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(1) Issuance of ADRs. This ADR is one of the ADRs issued under the Deposit
Agreement. Subject to paragraph (4), the Depositary may so issue ADRs for delivery at the Transfer
Office (defined in paragraph (3)) only against deposit with the Custodian of: (a) Shares in form
satisfactory to the Custodian; (b) rights to receive Shares from the Company or any registrar,
transfer agent, clearing agent or other entity recording Share ownership or transactions; or, (c)
unless requested in writing by the Company to cease doing so at least two business days in advance
of the proposed deposit, other rights to receive Shares (until such Shares are actually deposited
pursuant to (a) or (b) above, Pre-released ADRs) only if (i) Pre-released ADRs are at all times
fully collateralized (marked to market daily) with cash or U.S. government securities held by the
Depositary for the benefit of Holders and beneficial owners of ADSs (but such collateral shall not
constitute Deposited Securities), (ii) each recipient of Pre-released ADRs agrees in writing with
the Depositary that such recipient (a) owns such Shares, (b) assigns all beneficial right, title
and interest therein to the Depositary, (c) holds such Shares for the account of the Depositary in
its capacity as such and for the benefit of the Holders and beneficial owners and (d) will deliver
such Shares to the Custodian as soon as practicable and promptly upon demand therefor and (iii) all
Pre-released ADRs evidence not more than 30% of all ADSs (excluding those evidenced by Pre-released
ADRs),provided, however, that the Depositary reserves the right to change or
disregard such limit from time to time as it deems appropriate. The Depositary may retain for its
own account any earnings on collateral for Pre-released ADRs and its charges for issuance thereof.
At the request, risk and expense of the person depositing Shares, the Depositary may accept
deposits for forwarding to the Custodian and may deliver ADRs at a place other than its office.
Every person depositing Shares under the Deposit Agreement represents and warrants that such Shares
are validly issued and outstanding, fully paid, nonassessable and free of pre-emptive rights, that
the person making such deposit is duly authorized so to do and that such Shares (A) are not
restricted securities as such term is defined in Rule 144 under the Securities Act of 1933 unless
at the time of deposit they may be freely transferred in accordance with Rule 144(k) and may
otherwise be offered and sold freely in the United States or (B) have been registered under the
Securities Act of 1933. Such representations and warranties shall survive the deposit of Shares
and issuance of ADRs. The Depositary will not knowingly accept for deposit under the Deposit
Agreement any Shares required to be registered under the Securities Act of 1933 and not so
registered; the Depositary may refuse to accept for such deposit any Shares identified by the
Company in order to facilitate the Companys compliance with such Act. (2) Withdrawal of Deposited Securities. Subject to paragraphs (4) and (5),
upon surrender of this ADR in form satisfactory to the Depositary at the Transfer Office, the
Holder hereof is entitled to delivery at the Custodians office of the Deposited Securities at the
time represented by the ADSs evidenced by this ADR. At the request, risk and expense of the Holder
hereof, the Depositary may deliver such Deposited Securities at such other place as may have been
requested by the Holder. Simultaneously with the delivery of Deposited Securities to or upon the
order of the person or persons specified in the Withdrawal Order, the Custodian, pursuant to the
Foreign Investment Contract, will issue or cause to be issued to such person or persons a
certificate which states that the Deposited Securities have been transferred to such person or
persons by the Depositary and that the Depositary waives in favor of such person or persons the
right of access to the formal foreign exchange market relating to such withdrawn Deposited
Securities. Directions shall be given by letter or, at the request, risk and expense of the Holder,
by cable, telex or facsimile transmission. Delivery of Deposited Securities may be made 2




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by the
delivery of certificates, to the extent such Deposited Securities may be represented by
certificates, which, if required by law, shall be properly endorsed or accompanied by properly
executed instruments of transfer, and if such certificates may be so registered, registered in
the name of such Holder, or as ordered by such Holder or properly endorsed or accompanied by proper
instruments of transfer and, to the extent that the provisions of or governing Deposited Securities
make delivery of certificates therefor impracticable, by such delivery as the Depositary may
reasonably effect, including, without limitation, by transfer of record ownership thereof to an
account designated by the Holder maintained either by the Company or an accredited intermediary,
such as a bank, acting as a registrar for the Deposited Securities. Notwithstanding any other
provision of the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be
restricted only for the reasons set forth in General Instruction I.A.(1) of Form F-6 (as such
instructions may be amended from time to time) under the Securities Act of 1933. (3) Transfers of ADRs. The Depositary or its agent will keep, at a designated
transfer office in the Borough of Manhattan, The City of New York (the Transfer Office), (a) a
register (the ADR Register) for the registration, registration of transfer, combination and
split-up of ADRs, which at all reasonable times will be open for inspection by Holders and the
Company for the purpose of communicating with Holders in the interest of the business of the
Company or a matter relating to the Deposit Agreement and (b) facilities for the delivery and
receipt of ADRs. Title to this ADR (and to the Deposited Securities represented by the ADSs
evidenced hereby), when properly endorsed or accompanied by proper instruments of transfer, is
transferable by delivery with the same effect as in the case of negotiable instruments under the
laws of the State of New York; provided that the Depositary and the Company,
notwithstanding any notice to the contrary, may treat the person in whose name this ADR is
registered on the ADR Register as the absolute owner hereof for all purposes. Subject to
paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other
ADRs or combined with other ADRs into one ADR, evidencing the same number of ADSs evidenced by this
ADR, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer
Office properly endorsed or accompanied by proper instruments of transfer and duly stamped as may
be required by applicable law; provided that the Depositary may close the ADR Register at
any time or from time to time when deemed necessary or advisable by it or requested by the Company. (4) Certain Limitations. Prior to the issue, registration, registration of
transfer, split-up or combination of any ADR, the delivery of any distribution in respect thereof,
or, subject to the last sentence of paragraph (2), the withdrawal of any Deposited Securities, and
from time to time in the case of clause (b)(ii) of this paragraph (4), the Company, the Depositary
or the Custodian may require: (a) payment with respect thereto of (i) any stock transfer or other
tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the
registration of transfers of Shares or other Deposited Securities upon any applicable register and
(iii) any applicable charges as provided in paragraph (7) of this ADR; (b) the production of proof
satisfactory to it of (i) the identity and genuineness of any signature and (ii) such other
information, including without limitation, information as to citizenship, residence, exchange
control approval, beneficial ownership of any securities, compliance with applicable law,
regulations, provisions of or governing Deposited Securities (including, without limitation, the
Companys estatutos) and terms of the Deposit Agreement and this ADR, as it may deem necessary or
proper; and (c) compliance with such regulations as the Depositary may establish consistent with
the Deposit Agreement, including without limitation any regulations deemed necessary or desirable
by the Depositary or the custodian to facilitate compliance with any 3




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applicable rules or
regulations of the Central Bank or SVS. The issuance of ADRs, the acceptance of deposits of
Shares, the registration, registration of transfer, split-up or combination
of ADRs or, subject to the last sentence of paragraph (2), the withdrawal of Deposited
Securities may be suspended, generally or in particular instances, when the ADR Register or any
register for Deposited Securities is closed or when any such action is deemed necessary or
advisable by the Depositary or the Company. (5) Taxes. If any tax or other governmental charge shall become payable by or on
behalf of the Custodian or the Depositary with respect to this ADR, any Deposited Securities
represented by the ADSs evidenced hereby or any distribution thereon, such tax or other
governmental charge shall be paid by the Holder hereof to the Depositary. The Depositary may
refuse to effect any registration, registration of transfer, split-up or combination hereof or,
subject to the last sentence of paragraph (2), any withdrawal of such Deposited Securities until
such payment is made. The Depositary may also deduct from any distributions on or in respect of
Deposited Securities, or may sell by public or private sale for the account of the Holder hereof
any part or all of such Deposited Securities (after attempting by reasonable means to notify the
Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in
payment of such tax or other governmental charge, the Holder hereof remaining liable for any
deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of
Shares. In connection with any distribution to Holders, the Company will remit to the appropriate
governmental authority or agency all amounts (if any) required to be withheld and owing to such
authority or agency by the Company; and the Depositary and the Custodian will remit to the
appropriate governmental authority or agency all amounts (if any) required to be withheld and owing
to such authority or agency by the Depositary or the Custodian. If the Depositary determines that
any distribution in property other than cash (including Shares or rights) on Deposited Securities
is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary
may dispose of all or a portion of such property in such amounts and in such manner as the
Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the
Depositary shall distribute the net proceeds of any such sale or the balance of any such property
after deduction of such taxes to the Holders entitled thereto. (6) Disclosure of Interests. To the extent that the provisions of or governing any
Deposited Securities (including, without limitation, the Companys estatutosor applicable law) may
require disclosure of or impose limits on beneficial or other ownership of Deposited Securities,
other Shares and other securities and may provide for blocking transfer, voting or other rights to
enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all
such disclosure requirements and ownership limitations and to cooperate with the Depositary in the
Depositarys compliance with any Company instructions in respect thereof, and the Depositary will
use reasonable efforts to comply with such Company instructions. (7) Charges of Depositary. The Depositary may charge each person to whom ADRs
are issued against deposits of Shares, including deposits in respect of Share Distributions, Rights
and Other Distributions (as such terms are defined in paragraph (10)), and each person surrendering
ADRs for withdrawal of Deposited Securities, U.S. $5.00 for each 100 ADSs (or portion thereof)
evidenced by the ADRs delivered or surrendered. The Depositary may sell (by public or private
sale) sufficient securities and property received in respect of Share Distributions, Rights and
Other Distributions prior to such deposit to pay such charge. The Company will pay all other 4




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charges and expenses of the Depositary and any agent of the Depositary (except the Custodian(s))
pursuant to, and only to the extent of, written agreements entered into from time to time between
the Company and the Depositary, except (i) stock transfer or other taxes and other
governmental charges (which are payable by Holders or persons depositing Shares), (ii) cable,
telex and facsimile transmission and delivery charges incurred at the request of persons
depositing, or Holders delivering Shares, ADRs or Deposited Securities (which are payable by such
persons or Holders), (iii) transfer or registration fees for the registration of transfer of
Deposited Securities on any applicable register in connection with the deposit or withdrawal of
Deposited Securities (which are payable by persons depositing Shares or Holders withdrawing
Deposited Securities; there are no such fees in respect of the Shares as of the date of the Deposit
Agreement), (iv) expenses of the Depositary in connection with the conversion of foreign currency
into U.S. dollars (which are paid out of such foreign currency), and (v) such fees and expenses as
are incurred by the Depositary (including without limitation expenses incurred on behalf of Holders
in connection with compliance with foreign exchange control regulations or any Chilean law or
regulation relating to foreign investment in the Republic of Chile) in delivery of Deposited
Securities or otherwise in connection with the Depositarys or its Custodians compliance with
applicable law, rule or regulation. These charges may be changed in the manner indicated in
paragraph (16). (8) Available Information. The Deposit Agreement, the provisions of or governing
Deposited Securities and any written communications from the Company, which are both received by
the Custodian or its nominee as a holder of Deposited Securities and made generally available to
the holders of Deposited Securities, are available for inspection by Holders at the offices of the
Depositary and the Custodian and at the Transfer Office. The Depositary will mail copies of such
communications (or English translations or summaries thereof) to Holders when furnished by the
Company. The Company is subject to the periodic reporting requirements of the Securities Exchange
Act of 1934 and accordingly files certain reports with the United States Securities and Exchange
Commission (the Commission). Such reports and other information may be inspected and copied at
public reference facilities maintained by the Commission located at the date hereof at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. (9) Execution. This ADR shall not be valid for any purpose unless executed by the
Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. Dated: JPMORGAN CHASE BANK, N.A., as DepositaryByAuthorized Officer
 The Depositarys office is located at 4 New York Plaza, New York, New York 10004. 5




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[FORM OF REVERSE OF ADR] (10) Distributions on Deposited Securities. Subject to paragraphs (4) and
(5), to the extent practicable, the Depositary will distribute as promptly as practicable by mail
to each Holder entitled thereto on the record date set by the Depositary therefor at such Holders
address shown on the ADR Register, in proportion to the number of Deposited Securities (on which
the following distributions on Deposited Securities are received by the Custodian) represented by
ADSs evidenced by such Holders ADRs: (a) Cash. Any U.S. dollars available to the
Depositary resulting from a cash dividend or other cash distribution or the net proceeds of sales
of any other distribution or portion thereof authorized in this paragraph (10) (Cash), on an
averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld,
(ii) such distribution being impermissible or impracticable with respect to certain Holders, and
(iii) deduction of the Depositarys expenses in (1) converting any foreign currency to U.S. dollars
by sale or in such other manner as the Depositary may determine to the extent that it determines
that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S.
dollars to the United States by such means as the Depositary may determine to the extent that it
determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or
license of any governmental authority required for such conversion or transfer, which is obtainable
at a reasonable cost and within a reasonable time and (4) making any sale by public or private
means in any commercially reasonable manner. (b) Shares. (i) Additional ADRs evidencing
whole ADSs representing any Shares available to the Depositary resulting from a dividend or free
distribution on Deposited Securities consisting of Shares (a Share Distribution) and (ii) U.S.
dollars available to it resulting from the net proceeds of sales of Shares received in a Share
Distribution, which Shares would give rise to fractional ADSs if additional ADRs were issued
therefor, as in the case of Cash. (c) Rights. (i) Warrants or other instruments in the
discretion of the Depositary representing rights to acquire additional ADRs in respect of any
rights to subscribe for additional Shares or rights of any nature available to the Depositary as a
result of a distribution on Deposited Securities (Rights), to the extent that the Company timely
furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may
lawfully distribute the same (the Company has no obligation to so furnish such evidence), or (ii)
to the extent the Company does not so furnish such evidence and sales of Rights are practicable,
any U.S. dollars available to the Depositary from the net proceeds of sales of Rights as in the
case of Cash, or (iii) to the extent the Company does not so furnish such evidence and such sales
cannot practicably be accomplished by reason of the nontransferability of the Rights, limited
markets therefor, their short duration or otherwise, nothing (and any Rights may lapse). (d)
Other Distributions. (i) Securities or property available to the Depositary resulting from
any distribution on Deposited Securities other than Cash, Share Distributions and Rights (Other
Distributions), by any means that the Depositary may deem equitable and practicable, or (ii) to
the extent the Depositary deems distribution of such securities or property not to be equitable and
practicable, any U.S. dollars available to the Depositary from the net proceeds of sales of Other
Distributions as in the case of Cash. Such U.S. dollars available will be distributed by checks
drawn on a bank in the United States for whole dollars and cents (any fractional cents being
withheld without liability for interest and added to future Cash distributions). To the extent
practicable under the circumstances, the Depositary shall endeavor to provide the Company with
prior notice of the manner in which the Depositary intends to dispose of or otherwise handle any
Rights or Other Distributions. If upon receipt of foreign currency the Depositary determines it
may be converted into U.S. dollars on a reasonable basis, it will proceed to do so as promptly as
practicable. 6




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(11) Record Dates. The Depositary may, after consultation with the Company, if
practicable, fix a record date (which shall be as near as practicable to any corresponding record
date set by the Company) for the determination of the Holders who shall be entitled to receive any
distribution on or in respect of Deposited Securities, to give instructions for the exercise of any
voting rights, to receive any notice or to act in respect of other matters and only such Holders
shall be so entitled. (12) Voting of Deposited Securities. As soon as practicable after receipt from the
Company of notice of any meeting or solicitation of consents or proxies of holders of Shares or
other Deposited Securities, the Depositary shall mail to Holders a notice stating (a) such
information as is contained in such notice and any solicitation materials, (b) that each Holder on
the record date set by the Depositary therefor will be entitled to instruct the Depositary as to
the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by
the ADSs evidenced by such Holders ADRs and (c) the manner in which such instructions may be
given, including instructions to give a discretionary proxy to a person designated by the Company.
Upon receipt of instructions of a Holder on such record date in the manner and on or before the
date established by the Depositary for such purpose, the Depositary shall endeavor insofar as
practicable and permitted under the provisions of or governing Deposited Securities to vote or
cause to be voted (or to grant a discretionary proxy to a person designated by the Company to vote)
the Deposited Securities represented by the ADSs evidenced by such Holders ADRs in accordance with
such instructions. The Depositary will not itself exercise any voting discretion in respect of any
Deposited Security. To the extent such instructions are not so received by the Depositary from any
Holder, the Depositary shall deem such Holder to have so instructed the Depositary to give a
discretionary proxy to a person designated by the Company and the Depositary shall endeavor insofar
as practicable and permitted under the provisions of or governing Deposited Securities to give a
discretionary proxy to a person designated by the Company to vote the Deposited Securities
represented by the ADSs evidenced by such Holders ADRs as to which such instructions are so given,
provided that no such instruction shall be deemed given and no discretionary proxy shall be
given with respect to any matter as to which the Company informs the Depositary (and the Company
agrees to provide such information promptly in writing) that the Company does not wish such proxy
given. If any requirement of Chilean law, of the estatutos of the Company, or of any
securities exchange on which Shares, other Deposited Securities, ADRs or the ADSs evidenced thereby
are listed does not permit the Depositary to vote (or to vote on any particular matter) in
accordance with instructions received from Holders or in accordance with a deemed discretionary
proxy, the Depositary shall vote the Shares or other Deposited Securities as required by such law,
estatutos or securities exchange, or, if no manner of voting is so required, in a manner
permitted thereby that the Depositary determines in its sole discretion (following consultation
with the Company) to most fairly give effect to the instructions received with respect to such
vote. Notwithstanding anything to the contrary contained herein, the Depositary shall not be
obligated to give any such deemed instruction or exercise any such discretion unless and until the
Depositary has been provided with an opinion, which may be given at the time of entering into the
Deposit Agreement, of counsel to the Company acceptable to the Depositary, in form and substance
satisfactory to the Depositary, to the effect that (i) the granting of such discretionary proxy
does not subject the Depositary to any reporting obligations in the Republic 7




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of Chile, (ii) the
granting of such proxy will not result in a violation of Chilean law, rule, regulation or permit
and (iii) the voting arrangement and proxy as contemplated herein will be
given effect under Chilean law. If after the date such opinion is delivered to the Depositary
the Company is advised by counsel that there has occurred a change in Chilean law such that the
foregoing opinion could no longer be rendered favorably in whole or in part, the Company shall
promptly notify the Depositary of such change and the Depositary shall thereafter have no
obligation to give any such discretionary proxy. The Company agrees to direct its counsel to
inform it of any such changes in Chilean law and shall be responsible for its failure to so inform. (13) Changes Affecting Deposited Securities. Subject to paragraphs (4) and (5), the
Depositary may, in its discretion after consultation with the Company to the extent practicable,
amend this ADR or distribute additional or amended ADRs (with or without calling this ADR for
exchange) or cash, securities or property on the record date set by the Depositary therefor to
reflect any change in par value, split-up, consolidation, cancellation or other reclassification of
Deposited Securities, any Share Distribution or Other Distribution not distributed to
Holders or any cash, securities or property available to the Depositary in respect of Deposited
Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to
any person and to sell by public or private sale any property received in connection with) any
recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or
sale of all or substantially all the assets of the Company, and to the extent the Depositary does
not so amend this ADR or make a distribution to Holders to reflect any of the foregoing, or the net
proceeds thereof, whatever cash, securities or property results from any of the foregoing shall
constitute Deposited Securities and each ADS evidenced by this ADR
shall automatically represent its pro rata interest in the Deposited Securities as then
constituted. (14) Exoneration. The Depositary, the Company, their agents and each of them
shall: (a) incur no liability (i) if present or future law, regulation, decree, order or other
action of the United States, Chile or any other country, or of any other governmental authority
(including any action that may constitute a breach by the Central Bank of its obligations under the
Foreign Investment Contract), or by reason of any provision, present or future, of the Foreign
Investment Contract or, in the case of the Depositary or its agents, the estatutos of the
Company or of the Deposited Securities, the provisions of or governing any Deposited Securities,
act of God, war or other circumstance beyond its control shall prevent, delay or subject to any
civil or criminal penalty any act which the Deposit Agreement, this ADR, the Foreign Investment
Contract, the Companys estatutos or the Deposited Securities provides shall be done or
performed by it, or (ii) by reason of any exercise or failure to exercise any discretion given it
in the Deposit Agreement or this ADR; (b) assume no liability except to perform its obligations to
the extent they are specifically set forth in this ADR and the Deposit Agreement without gross
negligence or bad faith; (c) in the case of the Depositary and its agents, be under no obligation
to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited
Securities or this ADR; (d) in the case of the Company and its agents hereunder, be under no
obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any
Deposited Securities or this ADR, which in its opinion may involve it in expense or liability,
unless indemnity satisfactory to it against all expense (including fees and disbursements of
counsel) and liability be furnished as often as may be required; or (e) not be liable for any
action or inaction by it in reliance upon the advice of or information from legal counsel,
accountants, any person presenting Shares for deposit, any Holder, or any other person believed by
it to be competent to give such advice or information. The Depositary, its agents and the Company
may rely and shall 8




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be protected in acting upon any written notice, request, direction or other
document believed by them to be genuine and to have been signed or presented by the proper party or
parties. The Depositary and its agents will not be responsible for any failure to carry out any
instructions to
vote any of the Deposited Securities or for the manner in which any such vote is cast
(provided that such action or non-action is in good faith) or for the effect of any such vote. The
Depositary and its agents may own and deal in any class of securities of the Company and its
affiliates and in ADRs. The Company has agreed to indemnify the Depositary and its agents under
certain circumstances and the Depositary has agreed to indemnify the Company against losses
incurred by the Company to the extent such losses are due to the negligence or bad faith of the
Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any
provision hereof. (15) Resignation and Removal of Depositary; the Custodian. The Depositary may resign
as Depositary by written notice of its election to do so delivered to the Company, or be removed as
Depositary by the Company by written notice of such removal delivered to the Depositary; such
resignation or removal shall take effect upon the appointment of and acceptance by a successor
depositary. The Depositary may, after consultation with the Company if practicable, appoint
substitute or additional Custodians and the term Custodian refers to each Custodian or
all Custodians as the context requires. (16) Amendment. Subject to the last sentence of paragraph (2), the ADRs and the
Deposit Agreement may be amended by the Company and the Depositary, provided that any
amendment that imposes or increases any fees or charges (other than stock transfer or other taxes
and other governmental charges, transfer or registration fees, cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or that shall otherwise prejudice any
substantial existing right of Holders, shall become effective 30 days after notice of such
amendment shall have been given to the Holders. Every Holder of an ADR at the time any amendment
to the Deposit Agreement so becomes effective shall be deemed, by continuing to hold such ADR, to
consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby.
In no event shall any amendment impair the right of the Holder of any ADR to surrender such ADR and
receive the Deposited Securities represented thereby, except in order to comply with mandatory
provisions of applicable law. (17) Termination. The Depositary shall at the written direction of the Company,
terminate the Deposit Agreement and this ADR by mailing notice of such termination to the Holders
at least 30 days prior to the date fixed in such notice for such termination. The Depositary may
terminate the Deposit Agreement by giving the notice set forth in the preceding sentence of this
paragraph (17) at any time after 60 days has elapsed after the Depositary shall have resigned
hereunder or such shorter period if a successor depositary shall have been appointed and accepted
its appointment hereunder before the end of such 60 days. After the date so fixed for termination,
the Depositary and its agents will perform no further acts under the Deposit Agreement and this
ADR, except to advise Holders of such termination, receive and hold (or sell) distributions on
Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable
after the expiration of six months from the date so fixed for termination, the Depositary shall
sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in a
segregated account the net proceeds of such sales, together with any other cash then held by it
under the Deposit Agreement, without liability for interest, in trust for the pro
rata benefit of the Holders of ADRs not theretofore surrendered. After making such sale,
the Depositary shall be discharged from all obligations in respect of the Deposit Agreement and
this 9




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ADR, except to account for such net proceeds and other cash. After the date so fixed for
termination, the Company shall be discharged from all obligations under the Deposit Agreement
except for its obligations to the Depositary and its agents. (18) Compliance With Chilean Law. Pursuant to a Circular Letter of the SVS dated June
28, 1990, Holders are deemed, for certain purposes of Chilean law, to be treated as holders of
Deposited Securities. Accordingly, Holders shall, as a matter of Chilean law, be obligated to
comply with the requirements of Article 12 which requires that, among other things, Holders report
to the SVS and the stock exchanges in Chile on which the Shares are listed:  (a)
    
    any direct or indirect acquisition or sale of ADRs that results in the Holder
acquiring or disposing of, directly or indirectly, the right to own 10% or more of the
total share capital of the Company; and(b)
    
    any direct or indirect acquisition or sale of ADRs or options to buy or sell
ADRs, in any amount, made by (i) a Holder that owns ADRs representing 10% or more of
the Shares or (ii) a director, general manager or manager of the Company. Article 54 requires that, among other things, any Holder intending to acquire control, directly or
indirectly (as defined in Title XV of Law 18,045), of the Company (a) publish a notice of such
intention in a newspaper in Chile disclosing the price and terms of any such acquisition at least
five days prior to the actual acquisition and (b) send a written notice of such intention to the
SVS and the stock exchanges in Chile on which the Shares are listed prior to such publication. In
the absence of such authorization, any person or group of persons acting in concert will not be
permitted to exercise voting rights with respect to the ADRs so acquired. Any Holder who is or
becomes directly or indirectly interested in 5% (or such other percentage as may be prescribed by
law or regulation) or more of the outstanding Shares must send to the Company a notarized
declaration as to the number of Shares and American Depositary Shares beneficially
owned and commit to report to the Company any subsequent acquisitions of Shares or ADRs. 10