**INDENTURE
      AGREEMENT**




BY
      AND BETWEEN




**DISTRIBUCIÓN
      Y SERVICIO D&S S.A.**




**AND**




**BANCO
      DE CHILE**




In
      Santiago, Chile, on December 29, 2006, before me, EMILIO POMAR CARRASCO,
      Alternate Notary Public to Mr. JOSE MUSALEM SAFFIE, Regular Notary of the
      Forty-Eighth Notarial Office of Santiago, domiciled in this city at Huérfanos
      770, 3rd floor, pursuant to Decree No. 723-2006 of the Presidency of the Court
      of Appeals dated November 23, 2006, filed at the end of the November 2006
      Registries, there appeared:




MIGUEL
      AFIF NÚÑEZ
      SFEIR,
      Chilean, married, business administrator, national identity card No.
      10.087.763-5, on behalf, as shall be evidenced, DISTRIBUCIÓN Y SERVICIOS D&S
      S.A., a corporation engaged in supermarket exploitation, incorporated and
      validly existing under the laws of the Republic of Chile, taxpayer
      identification No. 96.439.000-2, both domiciled, for these purposes, at Avenida
      Eduardo Frei Montalba 8301, borough of Quilicura, city of Santiago, hereinafter
      the "Issuer," as one party; and as the other,




Mr.
      ALBERTO ESQUIVEL MUÑOZ, Chilean, married, business administrator, national
      identity card No. 6.374.597-9, and Mr. RODRIGO LE-BEUFFE SOUPER, Chilean,
      married, businessman, national identity card No. 8.795.131-6, both on behalf
      of,
      as shall be evidenced, BANCO DE CHILE, a juristic person engaged in banking,
      all
      domiciled at Ahumada 251, borough and city of Santiago, acting as the
      Bondholders Representative and Paying Bank, hereinafter the "Bondholders
      Representative," the "Representative" or the "Paying Bank."




The
      parties are of age, evidence their identity by the aforesaid identity cards
      and
      state that in accordance with resolutions adopted by the Board of Directors
      of
      DISTRIBUCIÓN Y SERVICIO D&S S.A., they hereby enter into an Indenture
      Agreement, hereinafter the "Agreement," pursuant to the final subparagraph
      of
      Article 104 of the Securities Market Law 18,045, hereinafter the "Securities
      Market Law," according to which certain electronic Bonds will be issued by
      DISTRIBUCIÓN Y SERVICIOS D&S S.A., hereinafter also the "Bonds," for
      placement on the general market and deposit in the DEPÓSITO CENTRAL DE VALORES
      S.A, DEPÓSITO DE VALORES, hereinafter the "DCV." All of such acts shall be
      governed by the stipulations contained herein and by the provisions in the
      Securities Market Law, in Law 18,046, hereinafter the "Companies Law," in the
      Regulations to the Companies Law, in Law 18,876 on Private Securities Custody
      Depositaries, hereinafter the "DCV Law," the Regulations to the DCV Law,
      hereinafter the "DCV Regulations," the Internal Regulations of the Depósito
      Central de Valores S.A., Depósito de Valores, hereinafter the "DCV Internal
      Regulations," and the other laws and regulations applicable to the
      matter.




FIRST:
      DEFINITIONS




1.  Without
      prejudice to the definitions contained in other parts hereof, for purposes
      of
      this Agreement and its schedules, unless the context clearly indicates
      otherwise,




(i)  capitalized
      terms shall have the meaning ascribed thereto in No. 2 of this first clause,
      except solely when they are at the start of a sentence or represent a proper
      name; and




(ii)  the
      terms
      defined in No. 2 of this first clause may be used in singular and in plural
      for
      purposes hereof.









2.  For
      all
      purposes, hereof, the terms indicated below shall be understood according to
      the
      definition indicated for each thereof:




Placement
      Agent means Larraín Vial S.A., Corredora de Bolsa;




Business
      Day means a day when banks and financial institutions open their doors to the
      public to perform transactions forming part of their business;




Newspaper
      means El Mercurio of Santiago and if it does not exist, the Official
      Gazette.




Financial
      Statements means the general balance sheet, income statement, cash flow
      statement and other consolidated information on the Issuer contained in the
      FECU;




FECU
      means the consolidated Uniform Codified Statistical Record that entities
      registered in the Securities Registry must present from time to time to the
      Superintendency or such other instrument replacing it. In this latter case,
      the
      references herein to specific items in the actual FECU shall be deemed made
      to
      those in which such items must be annotated in the instrument replacing the
      FECU. References made herein to FECU accounts correspond to the FECU for the
      third quarter of 2006, save specific stipulation otherwise;




NCG
      77
      means General Rule No. 77 dated January 20, 1998, of the Superintendency, as
      amended.




Superintendency
      means the Superintendency of Securities and Insurance;




Holders
      means the Holders of Bonds not convertible to shares that are issued as part
      of
      the issue indicated herein; and




Unidad
      de
      Fomento means the system of adjustment authorized by the Central Bank of Chile
      under the power conferred thereupon in No. 9 of Article 35 of Law 18,840, the
      Constitutional Organic Charter of the Central Bank of Chile, according to the
      power conferred thereupon in No. 9 of Article 35 of Law 18,840, the
      Constitutional Organic Charter of the Central Bank of Chile, as published by
      such Central Bank in the Official Gazette in observance of Chapter II.B.3 on
      "Systems of Adjustment Authorized by the Central Bank of Chile. Resolution
      No.
      5-07-900105," of the Compendium of Financial Regulations or the regulations
      replacing them in the future.




SECOND:
      INFORMATION ON THE ISSUER




1.  General
      Information




A.  Name:
      DISTRIBUCIÓN Y SERVICIO D&S S.A.




6.  Registered
      Offices: The Issuer’s registered offices set down in its by-laws are the borough
      of Quilicura, Metropolitan Region, notwithstanding the agencies or branches
      that
      the Board of Directors agrees to establish in other cities in the country or
      abroad.




2




C.  Headquarters:
      The headquarters of the Issuer are at Avenida Eduardo Frei Montalva 8301,
      borough of Quilicura, city of Santiago.




D.  Taxpayer
      Identification No.: The taxpayer identification number of the Issuer is
      96.439.000-2.




2.  Legal
      Incorporation




DISTRIBUCIÓN
      Y SERVICIO D&S S.A. is a corporation that was incorporated by public deed
      executed September 17, 1985 in the Santiago Notarial Office of Mr. Enrique
      Morgan Torres. An abstract thereof was registered on page 14695, No. 7603,
      of
      the Commercial Registry of the Santiago Real Estate Registrar on September
      17,
      1985, and published in the Official Gazette on September 21, 1985. DISTRIBUCIÓN
      Y SERVICIO D&S S.A. is registered under No. 593 of the Securities Registry
      of the Superintendency of Securities and Insurance, made on October 22,
      1996.




3.  Senior
      or
      Preferred Debt




The
      Issuer has no senior or preferred debt on this date, except for the transactions
      described below:




(a)  Direct
      collateral granted by the Issuer:




(i)  A
      mortgage in favor of BANCO SANTANDER SANTIAGO on property located in the borough
      of Lo Barnechea. The book value of the mortgaged property was 26,000,168,314
      pesos in September 2006. This is a general mortgage for all future debt owed
      by
      the Issuer to Banco Santander Santiago.




(b)  Direct
      collateral granted by the Issuer’s subsidiaries: None.




THIRD:
      INFORMATION ON THE BONDHOLDERS REPRESENTATIVE




1.  Appointment.
      The Issuer hereby appoints BANCO DE CHILE as the Representative of the Holders
      of the Bonds issued hereunder. Through its representatives appearing herein,
      BANCO DE CHILE accepts this appointment and the fee stipulated in its favor
      in
      Section 13 hereof.




2.  General
      Information




A.  Name:
      BANCO DE CHILE




5.  Registered
      Offices: The registered offices of BANCO DE CHILE are the city and borough
      of
      Santiago, Chile.




C.  Headquarters:
      The headquarters of the main offices of BANCO DE CHILE are at Ahumada 251,
      borough and city of Santiago.




3




D.  Taxpayer
      Identification No.: The taxpayer identification number of BANCO DE CHILE is
      97.004.000-5.




3.  Legal
      Incorporation




BANCO
      DE
      CHILE is a bank with legal capacity and its own equity established by the merger
      of Banco Nacional de Chile, Banco de Valparaíso and Banco Agrícola, pursuant to
      the public deed dated October 28, 1893, executed in the Santiago Notarial Office
      of Mr. Eduardo Reyes Lavalle and authorized by Executive Decree dated November
      28, 1893, registered on page 125, No. 150, of the 1893 Commercial Registry
      of
      the Santiago Real Estate Registrar. BANCO DE CHILE, the legal continuer of
      the
      foregoing as provided in Article 21 of Law 19,396, was incorporated by public
      deed dated July 19, 1996, executed in the Santiago Notarial Office of Mr. René
Benavente Cash and authorized by Resolution No. 132 of September 17, 1996,
      rectified by Resolution dated September 20, 1996, both issued by the
      Superintendency of Banks and Financial Institutions, and registered on page
      23859, No. 18638, of the 1996 Commercial Registry of the Santiago Real Estate
      Registrar, published in the Official Gazette on September 26, 1996.




4.  Fee




The
      Bondholders Representative will receive the fee stipulated in Section 13
      hereof.




FOURTH:
      INFORMATION ON THE SECURITIES DEPOSITARY




1.  Appointment




Since
      the
      Bonds issued hereunder will be electronic, the Issuer has appointed Depósito
      Central de Valores S.A., Depósito de Valores, to keep such Bonds on
      deposit.




2.  General
      Information




A.  Name:
      DEPÓSITO CENTRAL DE VALORES S.A., DEPÓSITO DE VALORES




8.  Registered
      Offices: The registered offices of DCV stipulated in its by-laws are the city
      and borough of Santiago.




C.  Headquarters:
      The headquarters of DCV are at Huérfanos 770, 17th floor, borough and city of
      Santiago.




D.  Taxpayer
      Identification No.: The taxpayer identification number of DCV is
      96.666.140-2.




3.  Fee




As
      provided in the Agreement on Registration of Electronic Fixed-Income Securities
      Issues and Financial Intermediation signed prior to this date by the Issuer
      and
      DCV, the services of instrument registration and entry of electronic securities
      under such agreement will not be subject to any fee among the parties. This
      shall not preclude DCV from charging its depositors the fees defined in the
      DCV
      Internal Regulations in regard to the “Deposit by Electronic Issuers,” which
      will be paid by the person in whose account the electronic securities are
      credited, even if such depositor is the Issuer itself.




4




FIFTH:
      INFORMATION AND CHARACTERISTICS OF THE BOND FACILITY AND OF THE BONDS ISSUED
      THEREUNDER




1.  Maximum
      Amount of the Bond Facility and Adjustment




The
      aggregate maximum amount of the Bond facility that is agreed upon herein will
      be
      equal in local currency to six million Unidades de Fomento. The Bonds issued
      under the facility and the amount payable in each installment, both for
      principal as well as interest, will be denominated in Unidades de Fomento and,
      therefore, the amount thereof will be adjusted by the change in the rate for
      the
      Unidad de Fomento and payable in the equivalent in local currency at the rate
      for the Unidad de Fomento on the expiration date of the respective installment.
      For these purposes, the publications of the Unidad de Fomento rate made by
      the
      Central Bank of Chile in the Official Gazette in accordance with No. 9 of
      article 35 and the only transitory article in Law 18,840, the Organic Law of
      the
      Central Bank of Chile, will be deemed valid. If for any reason the Unidad de
      Fomento ceases to exist or the way in which it is calculated is changed, the
      change in the Consumer Price Index will be used for adjustment in substitution,
      as calculated by the National Statistics Bureau or successor or replacement
      thereof, between the first day of the calendar month when the Unidad de Fomento
      ceases to exist or the changes in the calculation thereof take effect and the
      last day of the calendar month immediately prior to the expiration date of
      the
      respective installment.




2.  Series
      and Numbering of Securities




For
      purposes of this facility, the Bonds may be issued in one or more series which
      may, in turn, be divided into subseries. Any reference to series or to each
      of
      the series in general without indicating a subseries shall be deemed made or
      extended to the subseries of the respective series. The numbering of
      certificates will be correlative within the series or subseries of each of
      the
      series of Bonds issued under this Bond facility, as applicable, starting with
      No. 0001, and each certificate shall represent and constitute a Bond in the
      respective series or subseries, as applicable. The DCV shall advise the Issuer
      of the number, series and subseries of the certificate that must be issued
      at
      the time a request is made to materialize a Bond, which will replace the
      electronic Bond with the same number in the corresponding series or subseries,
      and such electronic Bond shall be null and void. In this case, the corresponding
      annotation shall be made in the Electronic Issues Registry indicated in NCG
      77.




3.  Number
      of
      Bonds in each Series




The
      first
      issue of Bonds made under the facility shall involve one series, which will
      be
      divided into the number of Bonds indicated in section 6.3 hereof. The series
      corresponding to Bond issues made against the facility after the first issue
      identified in Section 6 hereof shall be divided into the number of Bonds
      determined in the respective supplemental deeds hereto, hereinafter the
      "Supplemental Deeds."




5




4.  Par
      Value
      of each Bond




The
      par
      value of each of the Bonds forming part of the first issue against the facility
      will be the value indicated in Section 6.4 hereof. The par value of each of
      the
      Bonds forming part of issues under the facility made after the first issue
      identified in Section 6 below will be the par value determined in the respective
      Supplemental Deeds.




5.  Period
      of
      Placement




The
      period of placement of the Bonds forming part of issues under the facility
      made
      after the first issue identified in Section 6 below will be the period
      determined in the respective Supplemental Deeds.




6.  Facility
      Term




The
      Bond
      facility will be in effect for no more than 10 years from the date hereof,
      during which time all payment obligations of the different Bond issues made
      under this facility must expire. The foregoing notwithstanding, the last Bond
      issue under the facility may include payment obligations expiring after such
      10-year period. The Issuer shall therefore stipulate in the respective
      instrument or certificate recording such issue that it is the last issue made
      under this facility.




7.  Form
      and
      Assignment of Certificates




The
      certificates of the Bonds issued under this facility will be bearer and
      electronic. As long as they continue to be electronic, they shall remain on
      deposit with the DCV and the assignment of positions in regard thereto shall
      be
      made according to the rules in the DCV Law, in particular articles 7 and 21;
      according to the rules in NCG 77; and according to the provisions in the DCV
      Regulations and in the DCV Internal Regulations. Regardless, the transactions
      performed between position holders may not be less than a minimum tradable
      position. The Bonds shall be paper and withdrawn from the DCV in the manner
      provided in section 7 hereof. The assignment of Bonds for which paper
      certificates have been issued will be assigned by material delivery of such
      certificates according to general rules.




The
      Bonds
      in the first issue under the facility shall accrue interest on the unpaid
      principal indicated in Section 6.7 hereof or the interest indicated in the
      respective Supplemental Deeds for subsequent issues, as applicable.




The
      Bonds
      in the first issue under the facility shall begin to earn interest and
      adjustments on the date indicated in Section 6 hereof while the Bonds in
      subsequent issues shall earn interest and adjustments on the dates indicated
      in
      the respective Supplemental Deeds.




6




9.  Coupons
      for the Payment of Interest and Amortizations




The
      coupons for each certificate of electronic Bonds do not physically or materially
      exist, and are references for payment of the corresponding installments of
      interest and principal amortizations. Payments thereof shall be made according
      to the procedure in the DCV Internal Regulations. Interest and principal
      amortizations will be paid according to the list prepared by the DCV for this
      purpose and notified to the Paying Bank or the designate of the Issuer, as
      the
      case may be, on the respective maturity date, following the procedure
      established in the DCV Law, in the DCV Regulations and in the DCV Internal
      Regulations. Coupons corresponding to electronic Bonds shall be deemed removed
      from the Bonds and void at the time of delivery of such list. The interest
      and
      principal amortizations for paper Bonds will be paid to whomever presents the
      respective certificate against delivery of the corresponding coupon, which
      will
      be cut off and become void. The electronic Bonds will be deemed to bear and,
      if
      relevant, paper certificates shall bear, the number of coupons for payment
      of
      interest and principal amortizations indicated in Section 6.8 hereof in regard
      to Bonds forming part of the first issue under the facility or in the respective
      Supplemental Deeds hereto in regard to following issues. Each coupon shall
      indicate the value thereof, expiration date and number, series and subseries
      of
      the Bond to which it belongs.




10.  Early
      Redemption




Save
      stipulation otherwise for one or more series in the respective Supplemental
      Deed
      stipulating the conditions thereof, the Issuer may redeem all or part of the
      Bonds issued under the facility early, as of the date indicated in such
      Supplemental Deeds for the respective series or in Section 6.9 of this deed
      in
      regard to Bonds forming part of Series E in the first issue under the facility.
      The Bonds shall be deemed redeemed at the equivalent to the unpaid balance
      of
      principal, plus interest accrued in the period from the day following the last
      installment of interest paid to the date of redemption. If a part of the Bonds
      in any series or subseries is redeemed early, the Issuer shall hold a raffle
      before a notary to determine the Bonds that will be redeemed. For these
      purposes, the Issuer will publish a notice in the Newspaper and notify the
      Bondholders Representative and the DCV by letter delivered to the addresses
      thereof by a notary, all at least 15 days in advance of the date when the raffle
      is to be held. That notice and such letter shall indicate the amount in Unidades
      de Fomento to be redeemed early, and the series and subseries of the Bonds
      that
      will be redeemed, the notary before whom the raffle will be held, and the day,
      time and place when it will be held. The Issuer, the Bondholders Representative,
      DCV and the Bondholders who wish may attend the raffle. The early redemption
      procedure will not be invalidated if any of such persons does not attend the
      raffle. A certificate of the raffle will be prepared by the respective notary
      certifying the number, series and subseries of Bonds raffled. A certificate
      will
      be filed in the Public Deeds Registries of the Notary before whom the raffle
      is
      held. The raffle should be held at least 30 days in advance of the date when
      the
      early redemption is to take place. The Bonds that will be redeemed early
      according to the raffle shall be published once within 5 days following the
      raffle, indicating the number, series and/or subseries of each. A copy of the
      certificate shall also be sent to the DCV no later than the Business Day
      following the raffle in order for the DCV to report the outcome of the raffle
      to
      its depositors through its own systems. If electronic Bonds are redeemed through
      the raffle, i.e. they are in deposit with the DCV, the provisions in the DCV
      Regulations shall apply to determine the depositors whose Bonds have been
      redeemed, as provided in article 9 of the DCV Law. If the early redemption
      includes all of the Bonds of a series or subseries in circulation, a notice
      will
      be published once in the Newspaper indicating that fact and the Bondholders
      Representative and DCV will be given notice by letter delivered by a notary
      to
      their registered offices, all at least 30 days in advance of the date when
      the
      early redemption is to be made. Efforts shall also be made for DCV to advise
      this fact to its depositors through its own systems. The date chosen to make
      the
      early redemption should be a Business Day. Interest on the redeemed Bonds shall
      accrue only through the day of the early redemption and as of that date, the
      redeemed Bonds shall not accrue any adjustment. Accordingly, the interest and
      adjustments on the Bonds raffled or redeemed early shall cease and shall be
      payable from the day when the corresponding amortization is paid.




7




11.  Dates,
      Place and Modalities of Interest and Amortization Payments




Interest
      shall accrue and be paid on the dates indicated in Section 6 hereof, in regard
      to the Bonds forming part of the first issue under the facility, or on the
      dates
      indicated in the respective Supplemental Deeds, in regard to the subsequent
      issues. Principal amortizations of Bonds shall be made on the dates indicated
      in
      Section 6 hereof, in regard to the Bonds forming part of the first issue under
      the facility, or on the dates indicated in the respective Supplemental Deeds,
      in
      regard to subsequent issues. If any of the dates set for payment of interest
      or
      principal amortizations is not a Business Day, the payment of the respective
      interest installment or principal amortization shall be made on the next
      succeeding Business Day. The amount payable for interest or amortization on
      each
      date will be the amount indicated for the respective series or subseries in
      the
      corresponding payment schedule. Interest and principal not collected on the
      corresponding dates shall not accrue further interest or adjustments, nor shall
      the Bonds accrue interest or adjustments after the expiration date or, as the
      case may be, the date of their early redemption, unless the Issuer becomes
      delinquent in the payment of the respective installment, in which case the
      unpaid sums shall accrue interest equal to the maximum conventional interest
      on
      adjustable transactions in local currency. Such interest shall accrue from
      the
      delinquency or simple delay in payment through full payment of the relevant
      amounts. It is further stipulated that a delay by the Bondholder in collecting
      any installment or coupon shall not make the Issuer delinquent or late in the
      payment of principal, interest or adjustments. Installments of interest and
      amortizations of the Bonds issued under this facility shall be paid in the
      place
      indicated in Section 14 hereof.




12.  Collateral




There
      shall be no collateral on the Bonds, notwithstanding the right of general pledge
      conferred by the law upon creditors.




13.  Inconvertibility




The
      Bonds
      issued under the facility will not be convertible to shares.




14.  Economic
      Conditions of the Bonds




The
      Bonds
      forming part of the first issue made under this facility will be for the amount
      and will have the special characteristics and conditions indicated in Section
      6
      hereof. The Bonds forming part of one or more issues made under this facility
      after such first issue identified in Section 6 hereof will be for the amount
      and
      will have the special characteristics and conditions specified in the respective
      Supplemental Deeds, which must be executed upon each issue and must indicate
      at
      least the following, in addition to the stipulations established in due course
      in general rules issued by the Superintendency:




8




(a)  The
      total
      amount of the respective issue to be placed, specifying the currency or unit
      of
      adjustment and the form of adjustment, as the case may be.




(b)  The
      series into which such issue is divided and the numbering of the certificates
      of
      each series;




(c)  The
      number of Bonds involved in each series;




(d)  The
      par
      value of each Bond;




(e)  The
      period of placement of the respective issue;




(f)  The
      term
      of the Bonds;




(g)  The
      interest rate on the Bonds or procedure for calculation thereof; specify the
      base in days to which the interest rate refers and express it terms of the
      period in which the interest will be paid and indicate the date from which
      the
      respective Bonds will begin to earn interest and adjustments;




(h)  Whether
      the Bonds will bear coupons for the payment of interest and amortizations.
      The
      value thereof must be indicated in a payment schedule, which will be filed
      in an
      attachment to the respective deed. Such payment schedule should contain at
      least
      the following information on the Bonds: the number of interest installments;
      the
      number of amortization installments, the interest and amortization payment
      dates; the amount of interest payable for each coupon; the total amount of
      interest, adjustments and amortization payable for each coupon; and the balance
      of principal owed after paying the total installment, respectively. A payment
      schedule must be presented for each series when there is more than
      one;




(i)  The
      date
      or period of extraordinary amortization.




15.  Statement
      of Bonds Placed




The
      Issuer shall declare the total amount of placement, the number of Bonds placed
      and in circulation of such placement, indicating the series, subseries, par
      value and numbers of certificates, by public deed within 10 Business Days
      following the date of placement of all Bonds forming part of an issue under
      the
      facility or following the date of expiration of the period of placement, which
      shall be annotated at the margin of this Indenture Agreement. If such statement
      is not made, it may be made at any time by the Representative using the
      information available.




SIXTH:
      INFORMATION AND CHARACTERISTICS OF THE BONDS IN THE FIRST ISSUE UNDER THE
      FACILITY




The
      Bonds
      forming part of the first issue under the facility agreed upon herein will
      have
      the following characteristics:




9




1.  Amount
      and Adjustment




The
      total
      par value of the Bonds forming part of this first issue under the facility
      will
      be one million two hundred thousand Unidades de Fomento. The adjustment
      stipulated in Section 5.1 hereof will apply to the Bonds forming part of this
      first issue under the facility, as of March 1, 2007.




2.  Series
      and Numbering of Certificates




This
      first issue of Bonds under the facility will entail one series, called Series
      E.
      The certificates will be numbered correlatively from 0001 to 1200, both numbers
      included.




3.  Number
      of
      Bonds in the E Series




The
      E
      Series will be divided into 1,200 Bonds.




4.  Par
      Value
      of each Bond




The
      Par
      Value of each Series E Bond will be 1,000 Unidades de Fomento.




5.  Period
      of
      Placement




The
      Series E Bonds will be placed in a period of 36 months as from the date that
      this issue is registered in the Securities Registry of the
      Superintendency.




6.  Bond
      Term




The
      Series E Bonds will expire March 1, 2015.




7.  Interest
      Rate




The
      Series E Bonds will accrue real interest on the unpaid principal, expressed
      in
      Unidades de Fomento, at a rate of 3.5% annually, in arrears, calculated on
      a
      360-day year, compounded semi-annually. This rate will be expressed in terms
      of
      the period when the interest will be paid, calculated on the basis of 180-day
      semesters, at a real rate of 1.7349497%. This interest will accrue as of March
      1, 2007.




8.  Coupons
      for the Payment of Interest and Amortizations




The
      electronic Series E Bond shall be understood to bear, and as the case may be,
      the paper certificates shall bear, 19 coupons for the payment of interest and
      principal amortization. The amount of coupons is indicated in the payment
      schedule filed as Schedule 1 hereto in this act, under the same journal number
      as this deed, which is understood to form an integral part hereof for all legal
      purposes. Such payment schedule contains the following information on the Series
      E Bonds: the number of interest installments; the number of amortization
      installments; the interest and amortization payment dates; the amount of
      interest payable for each coupon; the total amount of interest, adjustments
      and
      amortizations payable for each coupon; and the principal balance owed after
      paying the total installment.




10




9.  Early
      Redemption




The
      Series E may be amortized on an extraordinary basis in whole or in part, at
      the
      Issuer's discretion, on any interest and amortization payment date during the
      term of the Series E. For these purposes, the Issuer shall comply with the
      stipulations in Section 5.10 hereof.




10.  Interest
      and Amortization Payment Dates




(i)  Interest
      accruing on the Series E Bonds shall be paid in 19 installments payable on
      the
      following dates:




First
      installment, to expire September 1, 2007;




Second
      installment, to expire March 1, 2008;




Third
      installment, to expire September 1, 2008;




Fourth
      installment, to expire March 1, 2009:




Fifth
      installment, to expire September 1, 2009;




Sixth
      installment, to expire March 1, 2010;




Seventh
      installment, to expire September 1, 2010;




Eighth
      installment, to expire March 1, 2011;




Ninth
      installment, to expire September 1, 2011;




Tenth
      installment, to expire March 1, 2012;




Eleventh
      installment, to expire September 1, 2012;




Twelfth
      installment, to expire March 1, 2013;




Thirteenth
      installment, to expire September 1, 2013;




Fourteenth
      installment, to expire March 1, 2014;




Fifteenth
      installment, to expire September 1, 2014;




Sixteenth
      installment, to expire March 1, 2015;




Seventeenth
      installment, to expire September 1, 2015;




Eighteenth
      installment, to expire March 1, 2016;




Nineteenth
      installment, to expire September 1, 2016.




11




(i)  Principal
      amortizations of Series E Bonds shall be made in 19 installments that will
      expire on the following dates:




First
      installment, to expire September 1, 2007;




Second
      installment, to expire March 1, 2008;




Third
      installment, to expire September 1, 2008;




Fourth
      installment, to expire March 1, 2009:




Fifth
      installment, to expire September 1, 2009;




Sixth
      installment, to expire March 1, 2010;




Seventh
      installment, to expire September 1, 2010;




Eighth
      installment, to expire March 1, 2011;




Ninth
      installment, to expire September 1, 2011;




Tenth
      installment, to expire March 1, 2012;




Eleventh
      installment, to expire September 1, 2012;




Twelfth
      installment, to expire March 1, 2013;




Thirteenth
      installment, to expire September 1, 2013;




Fourteenth
      installment, to expire March 1, 2014;




Fifteenth
      installment, to expire September 1, 2014;




Sixteenth
      installment, to expire March 1, 2015;




Seventeenth
      installment, to expire September 1, 2015;




Eighteenth
      installment, to expire March 1, 2016;




Nineteenth
      installment, to expire September 1, 2016.




12




SEVENTH:
      CERTIFICATES




1.  Issuance
      and Withdrawal of Certificates




Since
      the
      Bonds issued under this facility will be electronic and, therefore, subject
      to
      the pertinent rules in the DCV Law, in the DCV Regulations, in NCG 77 and in
      the
      DCV Internal Regulations, the delivery of certificates, understood to be a
      delivery made at the time of placement, shall not be made physically as they
      are
      electronic instruments. Instead, it shall be made magnetically, through an
      electronic instruction addressed to DCV. For purposes of each placement, a
      position will be opened in the account kept by DCV for the Placement Agent
      for
      the Bonds that will be placed. The transfers between the Placement Agent and
      the
      position holders shall be made by purchase and sale transactions that will
      be
      perfected in invoices to be issued by the Placement Agente that will contain
      the
      nominal amount of investment, expressed in minimum tradable positions, which
      will be registered through the DCV systems. The position accounts of each of
      the
      investors acquiring certificates shall be credited and the account of the
      Placement Agent shall be debited. Certificate holders may trade positions either
      directly as a DCV depositor or through a depositor acting as an intermediary
      and
      they may request certifications from the DCV pursuant to articles 13 and 14
      of
      the DCV Law. Pursuant to article 11 of the DCV Law, DCV depositors may only
      request withdrawal of one or more certificates of the Bonds in the cases and
      conditions determined by the Superintendency in a general rule. The Issuer
      shall
      proceed in each case, at its expense, to physically prepare such certificates.
      The following procedure must be used in physically preparing certificates:
      (i)
      after any one of the events occurs that allows certificates to be issued on
      paper and withdrawn from the DCV, based on a respective request by a depositor,
      DCV shall request that the Issuer physically prepare one or more certificates,
      indicating the series and subseries and number of the Bonds to be issued on
      paper; (ii) the way in which the depositor must request materialization and
      withdraw the certificates and the period for the DCV to make the request to
      the
      Issuer shall be regulated in rules governing the relations between them; (iii)
      the Issuer shall determine the print shop entrusted with printing the
      certificates, notwithstanding the agreements it makes on the matter with the
      DCV; (iv) the Issuer shall deliver physical certificates to the DCV in the
      period of 30 Business Days after the date of request for issue thereof by DCV;
      (v) the physical certificates should comply with the security standards
      established now or in the future by the Superintendency and contain coupons
      representing maturities expressed in the payment schedule of the respective
      series or subseries; (vi) prior to delivery from the Issuer, the Issuer shall
      remove and void coupons expired on the date of materialization of this
      certificate;




2.  Procedure
      in the Case of Misplacement, Theft or Robbery, Ruin or Destruction and
      Replacement or Exchange of Certificates or Coupons




The
      misplacement, theft or robbery, ruin or destruction of a certificate or of
      one
      or more coupons thereof that has been withdrawn from the DCV and, therefore,
      is
      on paper, as indicated in number 1 above, shall be the exclusive risk of the
      Holder thereof and the Issuer is thus released from any liability. The Issuer
      shall only be obligated to issue a duplicate of the respective certificate
      or
      coupon in replacement of the physical original, if so ordered by a final and
      binding court decision rendered by an ordinary court that specifies the series,
      subseries, date and number of the corresponding certificate or coupon, after
      guarantee has been established in favor of the Issuer and to the discretionary
      satisfaction thereof for an amount equal to that of the certificate or coupon
      for which a duplicate has been requested. This guarantee shall remain in place
      for a period of 5 years from the date of the last maturity of the certificate
      or
      coupons being replaced. However, if a certificate and/or coupon is damaged
      before it is voided or the essential indications thereof are destroyed, the
      Issuer may issue a duplicate after the interested party publishes a notice
      in a
      widely circulated national newspaper informing the public that the original
      certificate is void. In this case, the requester shall deliver the ruined
      certificate and coupon to the Issuer before the duplicate is issued thereto.
      In
      these cases, the Issuer reserves the right to request the guarantee indicated
      herein above. In all the above situations, the duplicate certificate shall
      indicate that the respective formalities have been completed. All costs
      associated with the procedures described above, including, but not limited
      to,
      the corresponding publications, fees of advisors assisting those requesting
      replacement or exchange of a certificate, and the costs inherent to issuing
      a
      replacement certificate, shall be paid by the requester.




13




3.  Stipulations
      that are deemed incorporated to the Certificates of Electronic
      Bonds:




(i)  The
      name
      and address of the Issuer and legal information on its legal incorporation;




(ii)  The
      city,
      date and notarial office where this Indenture Agreement and Supplemental Deeds
      hereto, if any, were executed and the number and date of registration in the
      Securities Registry.




(iii)  Serial
      and subserial number of the Bonds and the correlative number of the certificate;




(iv)  The
      par
      value of the Bond and the number of Bonds represented by the
      certificate;




(v)  An
      indication that the electronic Bonds are bearer;




(vi)  The
      face
      value of the facility and of the respective issue and period of placement
      thereof;




(vii)  The
      term
      of the Bonds;




(viii)  Certification
      that the issue is unsecured;




(ix)  The
      form
      of adjustment of the Bonds, interest rate, a description of the interest
      calculation procedure, the form and date of amortization and the dates and
      place
      of payment of interest, adjustments and amortizations;




(x)  The
      date
      from which the Bonds earn interest and adjustments and from which the period
      of
      amortization begins to run;




(xi)  The
      name
      of the Bondholders Representative and the way in which the replacement thereof
      must be informed;




(xii)  An
      indication that only Holders who, on the closing date, have a position in the
      respective electronic Bonds and are reported by the DCV to the Issuer according
      to article 12 of the DCV Law and who, if relevant, provide the certificate
      indicated in Article 32 of the DCV Regulations, as well as the paper Bond
      Holders who meet the requirements indicated in Section 12.5.11 of this Indenture
      Agreement, may participate in Bondholder Meetings;




(xiii)  The
      date
      of the certificate, the seal of the Issuer and the signature of the Issuer
      and
      Bondholders Representative; and




14




(xiv)  Each
      certificate is understood to bear the following legend: “The only obligors to
      payment of this Bond are the Issuer and the obligors thereto. The fact that
      the
      Superintendency of Securities and Insurance has registered the issue does not
      mean that it secures payment thereof or the solvency of the Issuer. Accordingly,
      the risk of acquisition is the exclusive responsibility of the
      purchaser.”




4.  Certificate
      of Positions




As
      provided in articles 13 and 14 of the DCV Law, as long as the Bonds remain
      electronic and on deposit with the DCV, the certificate of position issued
      thereby will be an enforceable instrument valid in filing any attachment action
      against the Issuer.




EIGHTH:
      USE OF FUNDS




The
      funds
      received from placing the first issue of the Bonds under this facility, i.e.
      the
      Series E Bonds, the characteristics of which are set down in Section 6 hereof,
      will be used entirely to refinance the Issuer’s liabilities. The funds from the
      Bonds placed that have been issued under the facility after the first issue
      identified in Section 6 hereof will be used for the purpose established in
      the
      respective Supplemental Deeds.




NINTH:
      OBLIGATIONS, LIMITATIONS AND PROHIBITIONS




Until
      the
      Issuer has paid Holders for all principal and interest on the Bonds in
      circulation that are issued under the Bond facility, the Issuer shall be subject
      to the following obligations, limitations and prohibitions, without prejudice
      to
      those that apply thereto pursuant to the general rules in the pertinent
      law:




1.  It
      must
      maintain a debt ratio below 1.2, defined as the ratio between current
      interest-bearing liabilities and equity, measured and calculated quarterly
      using
      the consolidated financial statements presented in the form and period
      stipulated for the FECU. For these purposes:




(i)  Current
      interest-bearing liabilities are defined, in the FECU format, as the sum of
      accounts 5.21.10.10, 5.21.10.20, 5.21.10.30, 5.21.10.40, 5.21.10.50, 5.22.10.00
      and 5.22.20.00; and equity is defined in the FECU format as the sum of the
      minority interest (FECU account 5.23.00.00) and of equity (FECU account
      5.24.00.00).




2.  It
      must
      maintain a minimum interest expense coverage of 3.5, defined as the ratio
      between operating income plus depreciation plus amortization of intangibles
      and
      interest expense, measured and calculated quarterly for the period of 4
      consecutive quarters prior to the date of calculation in respect of the
      consolidated financial statements presented in the forms and periods stipulated
      in the FECU. For these purposes:




(i)  Operating
      income corresponds, in the FECU format, to account 5.31.11.00;




(ii)  Depreciation
      corresponds, in the FECU format, to account 5.50.30.05; and




15




(iii)  Amortization
      of intangibles corresponds, in the FECU format, to account 5.50.30.10; and




(iv)  Interest
      expense corresponds, in the FECU format, to account 5.31.12.60.




3.  It
      must
      keep assets free of liens for an amount equal to at least 1.3 times the unpaid
      balance of all Bonds issued by the Issuer and outstanding, calculated and
      measured quarterly on the consolidated balance sheet. For these purposes, the
      Issuer will send the Bondholders Representative a description of the following
      items together with the quarterly financial statements: Total assets, assets
      deductible that are not deliverable in guarantee, liened assets and the unpaid
      balance of all of the Bonds issued by the Issuer;




4.  It
      must
      maintain a total consolidated equity, account 5.24.00.00 in the FECU, for at
      least the equivalent to 13,000,000 Unidades de Fomento. This amount should
      be
      calculated quarterly.




5.  It
      must
      not make investments in instruments issued by related persons nor perform other
      transactions with related persons in conditions other than those prevailing
      on
      the market, as provided in article 89 of Companies Law 18,046. The Issuer's
      subsidiaries shall also abide by the stipulations in the preceding paragraph.
      The definition of "related persons" shall be as defined in article 100 of the
      Securities Market Law. The Bondholders Representative may request information
      on
      transactions with related persons of the Issuer in order to confirm compliance
      with the stipulations in this number and in such case, the Issuer shall send
      the
      Bondholders Representative such information together with the quarterly
      financial statements;




6.  It
      must
      send the Bondholder’s Representative a copy of its quarterly and annual
      consolidated financial statements in the same period and format in which they
      must be provided to the Superintendency of Securities and Insurance. The Issuer
      shall also send the Bondholder’s Representative a copy of the risk rating
      reports no later than 5 Business Days after receipt from its private rating
      agencies. The Issuer undertakes to send the Bondholder’s Representative any
      other relevant information on the Issuer required by the Superintendency, in
      the
      same form and on the same dates that it is delivered to the Superintendency.
      The
      Bondholder’s Representative may also request annual and quarterly financial
      statements from the Issuer’s subsidiaries and the Issuer shall send them in no
      more than 10 Business Days after such request. If the information provided
      by
      the Issuer is rated “confidential,” the Representative shall maintain an
      appropriate confidentiality in regard thereto.




7.  It
      must
      record provisions in its accounting books for adverse contingencies that must
      be
      indicated in the financial statements of the Issuer and its subsidiaries, when
      pertinent, in the opinion of the Issuer’s management and/or external
      auditors.




8.  It
      must
      notify the Bondholder’s Representative of notices of Regular and Special
      Shareholders Meetings of the Issuer, using for this purpose all formalities
      and
      periods particular to notice to shareholders. The person appointed by the
      Bondholder’s Representative may attend those meetings with the right to speak,
      but not the right to vote.




9.  It
      must
      advise the Bondholder’s Representative of any material or essential event
      occurring, understood to be as defined for open stock corporations.




16




10.  It
      must
      keep the Bonds registered on the Santiago Stock Exchange as long as they are
      outstanding.




11.  It
      must
      keep under contract two private risk rating agencies registered in the pertinent
      registries of the Superintendency as long as the Bonds issued under this
      agreement are outstanding so that they will be rated permanently, on an ongoing
      basis.




12.  It
      must
      appoint independent external auditors annually in the terms of article 51 of
      the
      Companies Law.




13.  It
      must
      prepare the Financial Statements according to generally accepted accounting
      principles and standards and instructions of the Superintendency;
      and




14.  It
      must
      keep the goods and assets and those of its subsidiaries properly insured and
      provide information to the Bondholders Representative on the renewal or
      substitution of actual policies.




TENTH:
      MERGER, DIVISION OR TRANSFORMATION OF THE ISSUER; CREATION OF SUBSIDIARIES;
      SALE
      OF ASSETS AND LIABILITIES; OR SALE OF ESSENTIAL ASSETS.




1.  Merger




A
      newly
      incorporated company or the company taking over, as the case may be, in the
      merger of the Issuer with one or more companies, either by creation or by
      incorporation, will assume any and all of the obligations imposed upon the
      Issuer in this Agreement and the Supplemental Deeds.




2.  Division




All
      companies arising from a division of the Issuer will be jointly and severally
      liable for all obligations stipulated in this Agreement and in the Supplemental
      Deeds, even though it may be stipulated among them that the obligation to pay
      the Bonds issued under the facility will be proportional to the equity of the
      Issuer allocated to each thereof or any other proportion, and notwithstanding
      the lawful agreements that may be made with the Bondholders
      Representative.




3.  Transformation




Should
      the Issuer change its legal nature, all obligations arising under this agreement
      and the Supplemental Deeds will apply to the transformed company, without
      exception.




4.  Creation
      of Subsidiaries




The
      Issuer will notify the creation of one or more subsidiaries to the Bondholders
      Representative, which will not affect the rights of Bondholders nor the
      obligations of the Issuer under this Agreement and the Supplemental
      Deeds.




17




5.  Sale
      of
      Assets and Liabilities to Related Persons and Sale of Essential
      Assets




In
      this
      case, the Issuer shall ensure that the transaction abides by arm's length
      conditions similar to those usually prevailing on the market. Assets essential
      to the Issuer are sales outlets and distribution power plants of the
      Issuer.




ELEVENTH:
      DEFAULTS BY THE ISSUER




The
      Issuer will grant equal treatment to all Holders of Bonds issued hereunder.
      The
      Issuer recognizes and agrees that any Bondholder may require payment of debt
      outstanding thereto should the Issuer not pay all sums owed in full to
      Bondholders for amortizations of principal, adjustments or ordinary or default
      interest, in the form, period and conditions set down in this Agreement and
      Supplemental Deeds. The Issuer also acknowledges and agrees that the Bondholders
      may, upon prior resolution of the Bondholders Meeting by the quorum established
      in article 124 of the Securities Market Law, demand full early payment of
      unamortized principal and interest accrued on all Bonds issued under the
      facility and it therefore agrees that all obligations assumed in regard thereto
      under this Agreement and under the Supplemental Deeds will be considered due
      on
      the same date that the Bondholders Meetings adopts the respective resolution,
      if
      one or more of the following events occurs:




1.  The
      Issuer becomes delinquent or simply delays in the payment of any installment
      of
      principal or interest on the Bonds and does not remedy this within 15 days
      after
      occurrence, notwithstanding paying default interest indicated in Section 5.11
      hereof. A delay in collection by a Bondholder will not constitute
      delinquency;




2.  If
      the
      Borrower becomes delinquent in paying money obligations, whether direct or
      indirect, owed to third parties for a total accumulated amount greater than
      the
      equivalent to 5% of the Issuer's total assets (account 5.10.00.00 of the FECU),
      according to its most recent consolidated statements, and does not remedy this
      within 30 days after occurrence. A delay in paying commitments subject to
      lawsuits or litigation outstanding for obligations not recognized by the Issuer
      shall not be considered delinquency, which must be countersigned by the Issuer’s
      auditors;




3.  A
      default
      on any obligation stipulated in Section 9 hereof or the Issuer or any of its
      subsidiaries becomes insolvent, provided the above situations are not cured
      in
      the period of 30 days after the date of notice to the Bondholders
      Representative.




4.  Any
      representation made by the Issuer in the instruments issued or subscribed
      because of reporting obligations assumed herein is or proves to be maliciously
      false or incomplete;




5.  Any
      other
      creditor of the Issuer legitimately collects all of a term money loan therefrom
      in exercise of the right of acceleration because of an event contained in the
      respective agreement except, however, when the event consists of default on
      a
      money obligation that does not exceed the equivalent to 5% of the Issuer's
      total
      assets (account No. 5.10.00.00 of the FECU), according to its most recent
      consolidated financial statements;




18




6.  The
      Issuer is dissolved or wound up or the term of duration thereof is reduced
      to a
      period less than the final expiration of amortizations of all Bonds issued
      under
      the facility. The Issuer promises to give notice to the Bondholders
      Representative of any of the occurrences indicated in numbers 1 to 6 of this
      clause as soon as it occurs or becomes known thereto.




The
      Bondholders may act individually or jointly, personally or through the
      Bondholders Representative, in making early collection of the Bonds in this
      issue for the reasons indicated in this clause.




TWELFTH:
      BONDHOLDERS MEETINGS




Bondholders
      Meetings will be convened, held, installed, resolutions adopted and generally
      conducted in the manner stipulated in the Securities Law, in particular article
      122 et seq., in the rules issued by the Superintendency, and in the following
      particular rules:




1.  When
      the
      Bondholders Meeting is convened to discuss any of the matters that differentiate
      one series in circulation issued under this facility from another, the
      Bondholders Representative may choose to convene a Bondholders Meeting at which
      the Bondholders in each series will vote separately or convene separate meetings
      for Holders in each series or the respective series.




2.  The
      Bondholders shall meet in Bondholders Meetings provided they are convened by
      the
      Representative pursuant to article 122 et seq. of the Securities Market
      Law.




3.  The
      statement made by the Issuer or the Representative pursuant to Section 5.15
      hereof shall be used to determine the Bonds in circulation, the par value
      thereof and the series and subseries thereof. In order to determine the Bonds
      in
      circulation and the par value thereof (i) before all Bonds in the first issue
      under the facility or all Bonds issued under Supplemental Deeds, as the case
      may
      be, have been placed or (ii) after the period for placement has expired but
      the
      Issuer has not made the aforesaid statement, the Issuer shall make a similar
      statement regarding the Bonds placed through that date, at least 6 Business
      Days
      in advance of the date of a meeting. If it does not, the statement may be made
      by the Bondholders Representative using the information available.




4.  The
      notice of the Bondholders Meeting shall be given by the representative by means
      of a prominent notice published at least three times on different days in the
      Newspaper within 20 days prior to the date set for the meeting. The first notice
      may not be published less than 15 days in advance of the meeting. Notices shall
      state the day, time and place and purpose of the meeting. Moreover, since it
      is
      an electronic issue, at least 15 Business Days in advance of the Meeting, DCV
      shall be given written notice of the date, time and place of the meeting in
      order for it to be able to inform its depositors through its own
      systems.




5.  The
      people who, on the Closing Date, hold a position in the electronic Bonds
      according to the list provided by DCV to the Issuer, as provided in article
      12
      of the DCV Law, and who also furnish the certificate indicated in article 32
      of
      the DCV Regulations, may participate at the Bondholders Meeting. For these
      purposes, the Closing Date of position accounts in DCV will be the fifth
      Business Day prior to the date of the Meeting wherefore the Issuer shall provide
      the pertinent information to DCV sufficiently in advance. By mere delivery
      of
      the list from DCV, the Holders of positions appearing thereon shall be deemed
      registered in the Special Registry that the Issuer will open for purposes of
      meeting attendance; as shall the Holders of paper Bonds who have withdrawn
      their
      certificates from DCV, provided they have been registered for participation
      in
      the respective meeting five Business Days in advance of the date thereof in
      the
      Special Registry that the Issuer will open for that purpose. These Holders
      must
      present the corresponding certificates or certificates of custody of the
      certificates issued by an authorized institution in order to be registered.
      In
      this latter case, the certificate shall state the series, subseries and number
      of the paper certificates in custody, the number of Bonds included therein
      and
      their par value.




19




6.  The
      Special Bondholders Meeting may authorize the Representative to agree with
      the
      Issuer upon the amendments to this Indenture Agreement specifically authorized
      thereby, under the approval of two-thirds of all of the votes of the Bonds
      in
      circulation issued under this facility, notwithstanding the provisions in the
      third subparagraph of article 125 of the Securities Market Law.




7.  The
      Bonds
      belonging to Holders who are persons related to the Issuer shall not be taken
      into account for purposes of a quorum and of the majorities required at meetings
      to approve the resolutions indicated in the preceding number, nor for the
      resolutions indicated in articles 105, 112 and 120 of the Securities Market
      Law.




8.  Bondholders
      Meetings may deliberate on and approve the removal of the Representative and
      appointment of the replacement thereof, authorization for acts required by
      the
      law and, generally, all matters of common interest to the
      Bondholders.




9.  The
      Issuer shall pay the reasonable expenses arising because of a Bondholders
      Meeting, either to rent rooms or equipment, publish notices and make other
      publications.




THIRTEENTH:
      BONDHOLDERS REPRESENTATIVE




1.  Election,
      resignation, replacement and removal




The
      Bondholders Meeting may always remove the Representative and revoke the power
      of
      attorney thereof without having to state a reason. After resignation of the
      Representative or approval of the removal thereof, the Bondholders Meeting
      shall
      necessarily immediately appoint a replacement. The resignation or removal of
      the
      Representative shall take effect only after the replacement has accepted the
      position. The replacement of the Representative appointed in the manner
      stipulated in this clause shall accept the position at the same Bondholders
      Meeting where he is appointed or by a written declaration that he will deliver
      to the Issuer and to the removed or resigned Representative, which shall state
      his intent to accept the appointment or designation as new Representative.
      The
      resignation or removal and new appointment shall take effect from the date
      of
      the meeting where the replacement stated his acceptance of the position or
      from
      the date of the aforesaid declaration, and the replacement shall be vested
      with
      all rights, powers, duties and obligations that the law and this instrument
      confer upon the Representative. Notwithstanding the foregoing, the Issuer and
      the replacement of the Representative may require that the Representative
      deliver all documents and information on this issue in the possession
      thereof.




20




No
      replacement of the Representative may accept the position unless he meets the
      requirements in the law and this instrument to be a Representative. Once the
      Representative is replaced, the appointment of the replacement and acceptance
      of
      the position by such replacement must be disclosed within 15 Business Days
      following occurrence, by notice published on two different Business Days in
      a
      widely circulated newspaper in the country. This notwithstanding, the
      Superintendency and the Issuer must be informed of all these circumstances
      on
      the Business Day following occurrence. Furthermore, since it is an electronic
      issue, the notice on the election, replacement or removal of the Bondholders
      Representative shall be notified to DCV in order for it to be able to disclose
      it to its depositors through its own systems. The Indenture Agreement does
      not
      need to be amended to record this situation.




2.  Events
      of
      Vacancy




The
      Bondholders Representative shall leave office because of resignation submitted
      to the Bondholders Meeting, because of disqualification or because of removal
      by
      the Bondholders Meeting. Neither the Bondholders Meeting nor the Issuer shall
      have the right to render an opinion or qualify the sufficiency of the reason
      serving as the basis for the Representative's resignation, which shall be at
      the
      exclusive and sole discretion thereof.




3.  Rights
      and Powers of Control




In
      addition to the powers corresponding thereto as Representative and those granted
      thereto by the Bondholders Meeting, the Representative shall have all the
      attributions conferred thereupon by law and this Agreement. The Representative
      shall, in particular, take all judicial actions available in defense of the
      common interest of the principals thereof. He shall state the majority intent
      of
      his principals in claims and other judicial proceedings undertaken by the
      Representative in the collective interest of the Bondholders, but shall not
      need
      to prove that fact. If the Bondholders Representative must assume the individual
      or collective representation of all or any thereof in the exercise of actions
      in
      defense of the interests of such Bondholders, said Bondholders must previously
      provide him with the funds necessary to undertake that mission, including,
      inter
      alia, those involving payment of attorneys' fees and other judicial expenses.
      In
      the case of an electronic issue, the certificate of position issued by the
      DCV
      will be an enforceable instrument and valid in taking attachment action against
      the Issuer, as provided in Articles 13 and 14-bis of the DCV Law. The
      Representative will also be empowered to request and examine the books and
      documents of the Issuer provided there is good reason, in the opinion thereof,
      to do so and it is in the intention of protecting the interests of the
      principals thereof. He may ask the Issuer or external auditors thereof for
      the
      reports he deems pertinent for the same purposes and he will have the right
      to
      be fully informed in writing at any time of everything relating to the course
      of
      the Issuer's business and that of its subsidiaries by the CEO of the Issuer
      or
      his replacement. This right shall be exercised in a way that does affect
      corporate operations. The Representative may also attend the Issuer’s
      shareholders meetings without the right to vote and shall therefore be given
      notice of regular and special shareholders meetings through all the formalities
      and in the periods for notice to shareholders.




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4.  Duties
      and responsibilities. In addition to the duties and obligations granted to
      the
      Representative herein, the Representative shall have all other obligations
      stipulated in the law itself. He shall also be obligated, upon request by any
      of
      the Bondholders, to provide essential information on the Issuer that the Issuer
      must disclose in accordance with the law and will directly affect the
      Bondholders, always provided such information has been sent previously thereto
      by the Issuer. The Representative shall keep confidential the business, data
      and
      information he receives in exercise of his inspection authority and may not
      disclose or reveal the reports, circumstances and details of such transactions
      unless it is strictly indispensable to performing his duties. The Representative
      is forbidden to delegate all or part of his functions. The Issuer shall pay
      for
      all necessary, reasonable and certified expenses incurred by the Bondholders
      Representative in performing the functions contained in the law and in this
      Agreement, including those originating in the notice and holding of a
      Bondholders Meeting, which include the fees of the professionals involved,
      publication of meeting notices and other related expenses, and the Issuer shall
      provide the Bondholders Representative in due course with the funds to pay
      for
      them. The Representative shall act exclusively to the best interests of his
      principals and be liable for ordinary negligence in the performance of his
      duties, notwithstanding the administrative and criminal liability that is
      attributable thereto. It is stipulated that the representations contained herein
      and in the Bond certificates, except in regard to information on the
      Representative and such other representations and contractual stipulations
      that
      are the liability of the Representative pursuant to law, must be considered
      representations by the Issuer itself. The Representative shall assume no
      liability for the accuracy or veracity thereof.




5.  Information




The
      Representative and the Bondholders themselves shall be deemed informed of the
      operations and financial statements that the Issuer must report to the
      Superintendency because of this issue by delivery of the information that the
      Issuer must provide to the Superintendency pursuant to the law, regulations
      and
      administrative rules. A copy of such information shall be sent simultaneously
      to
      the Bondholders Representative. The foregoing is without prejudice to the
      Issuer's obligation to deliver the information indicated in Sections 9.6 and
      9.9
      hereof to the Bondholders Representative in the terms therein stipulated. The
      Representative shall be understood to have fulfilled his obligation to report
      to
      the Bondholders if he maintains such information available thereto at his main
      offices. The Representative shall be understood to have fulfilled this
      obligation to confirm compliance by the Issuer with the terms, clauses and
      obligations herein through the information that he provides pursuant to this
      same clause.




6.  Fee




The
      Issuer shall pay Banco de Chile the following sums as the Holders
      Representative:




(i)  An
      initial fee for each indenture agreement under the facility, equal to 50
      Unidades de Fomento plus Value-Added Tax;




(ii)  A
      fixed
      annual fee of 80 Unidades de Fomento, plus Value-Added Tax, for the entire
      time
      that the Bonds issued under the facility are outstanding. This fee will accrue
      as of the date of the first placement of Bonds issued under the facility and
      shall be paid annually in advance, the first payment to be made at the time
      of
      the first placement of Bonds issued under the facility; and




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(iii)  A
      fee of
      50 Unidades de Fomento, plus Value-Added Tax, for each Holders
      Meeting.




FOURTEENTH:
      PAYING BANK




1.  Appointment




BANCO
      DE
      CHILE or the replacement or successor thereof in the manner indicated herein
      below shall be the bank that pays the obligations under the Bonds issued against
      the facility. Its function will be to act as a deputy in the payment of interest
      and principal and any other payment under the Bonds and to effectuate the other
      proceedings and measures necessary to that end. The Paying Bank shall be
      replaced by public deed executed by the Issuer, the Representative and the
      new
      Paying Bank. Such replacement shall take effect only once the replaced Paying
      Bank has been notified of such deed by a minister of faith and said deed has
      been annotated at the margin of this deed. The Paying Bank may not be replaced
      30 Business Days prior to any principal or interest payment date. In the event
      of replacement of the Paying Bank, the place of payment of the Bonds will be
      the
      place indicated in the deed of replacement or in the Issuer’s domicile, if
      nothing is said therein. The Paying Bank may resign from his position with
      reason at least 90 days in advance of any date for the payment of interest
      or
      amortization of principal and shall give notice that same time in advance by
      certified letter to the Issuer, to the Bondholders Representative and to the
      DCV. In that case, it shall be replaced in the manner stated above and if no
      replacement is appointed, payments of principal and/or interest on the Bonds
      shall be made at the Issuer's office. Any change or substitution of the Paying
      Bank for any reason will be notified to the Bondholders by notice published
      on
      two different days in the Newspaper. The first notice shall be published no
      less
      than 30 days in advance of the next expiration date of any coupon. Replacement
      of the Paying Bank shall not require nor suppose any amendment to this Indenture
      Agreement.




2.  Fee




BANCO
      DE
      CHILE shall receive a fixed annual fee of 50 Unidades de Fomento, plus
      Value-Added Tax, for its services as Paying Bank as long as the Bonds issued
      under the facility are outstanding. This fee shall accrue as of the date of
      the
      first placement of Bonds issued under the facility and shall be paid annually
      in
      advance, the first payment to be made at the time of the first placement of
      Bonds issued under the facility.




3.  Place
      and
      Form of Payment and Supply of Funding




Payment
      shall be made at the main offices of the Paying Bank, currently located at
      Ahumada 251, this city, during normal public banking hours. The Paying Bank
      shall make payments to the Holders for order and account of the Issuer. The
      Issuer shall supply the necessary funds to the Paying Bank for the payment
      of
      interest and principal on the Bonds by deposit of available funds at least
      one
      Business Day in advance of the date when the respective payment must be made.
      The Paying Bank shall not make the respective payment of principal or interest
      on the Bonds, without any liability thereto, if it does not receive funding
      opportunely. The Paying Bank shall not make any partial payments if it does
      not
      receive sufficient funds to make all of the corresponding payments. For purposes
      of the relations between the Issuer and the Paying Bank, the legitimate Holder
      of electronic Bonds shall be presumed to be the one who has that status
      according to certification by the DCV, as provided in the DCV Law, the DCV
      Regulations and the DCV Internal Regulations. In the case of paper certificates,
      whoever presents such certificates simultaneous to delivery of the respective
      coupons for collection of the latter shall be presumed to be the legitimate
      Holder of the Bonds.




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FIFTEENTH:
      DOMICILE AND ARBITRATION




For
      all
      legal purposes derived from this Agreement, the parties elect their special
      domicile as the city and borough of Santiago and submit to the competence of
      its
      ordinary courts of justice regarding all such matters that are not expressly
      submitted to the venue of the arbitral tribunal established herein below.
      Notwithstanding the unwaiveable right of the plaintiff to resort to the ordinary
      courts, the differences arising because of the issue of the Bonds under this
      facility, the term or extinguishment thereof, whether arising among the
      Bondholders or the Representative thereof, and the Issuer, will be submitted
      to
      the decision of an arbiter, who shall follow the rules stipulated in the law
      for
      ordinary judges, according to the nature of the action filed, in regard to
      procedure as well as a final decision. Said arbiter shall be appointed by mutual
      consent of the disputing parties and failing consent, by the ordinary courts.
      However, in that case, the appointment may only fall upon an attorney who is
      or
      has been a dean or director of the University of Chile and Catholic University
      of Chile Law School, Santiago campus, or a full professor of Civil or Commercial
      Law who is teaching or has taught those subjects at said universities for at
      least 5 years. The request for appointment of an arbiter made by any of the
      parties to the ordinary courts shall suffice to prove that there is no agreement
      thereamong. There shall be no remedy against the resolutions of the arbiter,
      except for the remedy of complaint. The fees of the arbitral tribunal and the
      procedural costs will be paid by whoever has filed the arbitration, except
      in
      disputes in which the Issuer is a party, in which case both expenses will be
      borne by the Issuer, notwithstanding the right of the affected parties to take
      recourse, if relevant, against the party ultimately condemned to pay
      costs.




SIXTEENTH:
      APPLICATION OF COMMON RULES




Anything
      not regulated in Section 6 hereof in regard to the Bonds forming part of the
      first issue under the facility or in the respective Supplemental Deeds for
      Bonds
      in subsequent issues shall be subject to the common rules stipulated herein
      for
      all Bonds issued under this facility, regardless of their series or
      subseries.




SEVENTEENTH:
      SUBSIDIARY RULES AND INNATE RIGHTS




Alternative
      to the stipulations herein, the pertinent laws and regulations as well as the
      rules, rulings and instructions issued now or in the future by the
      Superintendency of Securities and Insurance in use of its legal authority shall
      apply to the Bonds issued under the facility.




EIGHTEENTH:
      It is stipulated that according to article 112 of the Securities Market Law,
      no
      special trustee, custodian or qualified experts need be appointed for this
      Bond
      issue.




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NINETEENTH:
      REGISTRATIONS AND EXPENSES




The
      bearer of a notarized copy of this deed is empowered to request the
      corresponding registrations. The taxes, notarial and registration expenses
      and
      eventual releases arising under this instrument will be paid by the
      Issuer.




AUTHORITIES




The
      authority of Mr. Miguel Afif Núñez Sfeir
      to
      represent Distribución y Servicio D&S S.A. is evidenced in the public deed
      dated December 28, 2006, executed in the Santiago Notarial Office of Mr. José
Musalem Saffie. The authority of Alberto Esquivel Muñoz to represent BANCO DE
      CHILE is set down in the public deed dated March 17, 2005, executed in the
      Santiago Notarial Office of Mr. René Benavente Cash.




The
      authority of Mr. Rodrigo Le-Beuffe Souper to represent BANCO DE CHILE is
      evidenced in the public deed dated June 30, 2003, executed in the Santiago
      Notarial Office of Mr. René Benavente Cash. None of these authorities are
      inserted as they are known to the parties, at the specific request thereof,
      and
      as the attesting notary has seen them. This text was written by Mr. Cristobal
      Herrera Barriga, attorney.




In
      witness whereof, the parties sign this instrument after reading it. A copy
      is
      issued. This page corresponds to the deed of the Indenture Agreement between
      Distribución y Servicio D&S S.A. and BANCO DE CHILE. I attest.




/s/
      Miguel Afif Núñez Sfeir


ON
      BEHALF OF DISTRIBUCIÓN
      Y SERVICIO D&S S.A.


ID
      NO. 10.087.763-5




/s/
      Alberto Esquivel Muñoz


ON
      BEHALF OF BANCO DE CHILE


ID
      NO. 6.374.597-9




/s/
      Rodrigo Le-Beuffe Souper


ON
        BEHALF OF BANCO DE CHILE
 ID
        NO. 8.795.131-6






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