**FIRST
      AMENDMENT TO INDENTURE AGREEMENT**




**BY
        AND BETWEEN**
  **DISTRIBUCIÓN
        Y SERVICIO D&S S.A.**
  **AND**
  **BANCO
        DE CHILE**


In
      Santiago, Chile, on February 9, 2007, 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. 122-2007 of the Presidency of the Court
      of Appeals dated February 6, 2007, filed at the end of the February 2007
      Registries, there appeared:




MIGUEL
      AFFIF 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. HERNAN JORQUERA HERRERA, Chilean,
      married, businessman, national identity card No. 6.636.671-5, 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:




FIRST:
      Recitals




1.1  On
      December 29, 2006, the parties executed a public deed of an indenture agreement
      in this same Notarial Office under Journal Number 18,507-2006, pursuant to
      the
      final subparagraph of article 104 of Law 18,045, the securities market law
      (hereinafter the "Indenture Agreement"). Such deed established, inter alia,
      the
      characteristics, terms and other conditions of a bond facility for six million
      unidades de fomento (hereinafter the "Facility").




1.2  As
      required by law 18,045, the securities market law, and General Rule 30 of the
      Superintendency of Securities and Insurance (hereinafter the "SVS"), as amended,
      on January 4, 2006, the Issuer filed a registration request with the SVS to
      which it accompanied, among other information, a copy of the Indenture
      Agreement.




1.3  On
      February 1, 2007, by means of Ordinary Letter Number 01501, the SVS made
      observations to the information presented by the Issuer, including to the
      Indenture Agreement.




1.4  The
      parties hereby amend the Indenture Agreement in the manner indicated in the
      next
      clause.









SECOND:
      Amendments




On
      this
      date, the parties, under due authorization, hereby amend the Indenture Agreement
      and, therefore, the public deed dated December 29, 2006, executed under Journal
      Number 18,507-2006 in this same Notarial Office, in the following
      way:




2.1  (a)  The
      definition of Business Day in the first section is replaced in full by the
      following: "Business Day means any day of the week except for
      holidays";




(b)  The
      following new definition is added after the definition of Business Day: "Bank
      Business Day means any day when banks and financial institutions open their
      doors to the public for transactions forming part of their
      business";




(c)  The
      two
      parts in Section 5.10 where it says "Business Day" must be changed to "Bank
      Business Day";




(d)  The
      two
      parts in Section 5.11 where it says "Business Day" must be changed to "Bank
      Business Day";




(e)  The
      two
      parts in Section 9.6 where it says "Business Days" must be changed to "Bank
      Business Days";




(f)  "Business
      Day" in Section 14.3 must be changed to "Bank Business Day";




2.2  The
      figure "26,000,168,314 pesos" in Section 2.3.A is replaced by "26,168,314,000
      pesos."




2.3  The
      phrase "specifying the currency or unit of adjustment" is eliminated in Section
      5.14.a).




2.4  The
      phrase "If such statement is not made, it may be made at any time by the
      Representative using the information available" is eliminated in Section
      15.15.




2.5  The
      part
      in Section 6.6 is replaced entirely where it says "Bond Term. The Series E
      Bonds
      will expire March 1, 2015." It will read "Bond Term. The Series E Bonds will
      expire September 1, 2016."




2.6  Section
      Eight is replaced entirely by the following: "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 and primarily to refinance the Issuer’s liabilities.
      However, they will be used subsidiarily to finance investment projects and
      pay
      costs associated with placement. 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 to restructure the Issuer's liabilities and/or finance investment
      projects, and to pay the costs associated with placement. All such uses shall
      be
      determined in terms of percentage and specific uses in the respective
      Supplemental Deeds."




2.7  The
      following is added at the end of Section 11.5 and shall form an integral part
      thereof: "; and regardless, provided the above situation is not cured in the
      period of thirty days after the date when the respective lender has notified
      the
      Issuer of its decision to exercise the right to collect the credit
      early."




2




2.8  Section
      12.3 is replaced entirely by the following: "3. The statement made by the Issuer
      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 (u) 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 Bank Business Days in advance of the date of a
      meeting."




2.9  The
      following is added at the end of Section 13.5 and it forms an integral part
      thereof: "The foregoing shall be understood without prejudice to the
      Representative's right to request from the Issuer or the external auditors
      thereof the reports necessary for an appropriate protection of the interests
      of
      its principals. It shall have the right to be fully informed in writing of
      everything relating to the course of the Issuer's business, at any time, by
      the
      manager or substitute thereof. 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. The Representative shall keep
      the internal information on the Issuer that it receives strictly confidential,
      notwithstanding the powers available thereto to fulfill its
      functions."




2.10  The
      parties agree to amend the document entitled "Payment Schedule" that is attached
      to the Indenture Agreement. Where it says "Expiration date: March 1, 2015,"
      it
      should say "Expiration date: September 1, 2016." Moreover, in order to reflect
      solely this change, the parties agree to file a new Payment Schedule with this
      deed.




THIRD:
      The parties expressly state that except as amended herein, all stipulations
      in
      the Indenture Agreement remain unchanged.




FOURTH:
      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. Hernan Jorquera Herrera to represent BANCO
      DE CHILE is evidenced in the public deed dated February 25, 2004, executed
      in
      the Santiago Notarial Office of Mr. René Benavente Cash. None of these
      authorities are inserted as they are known to the parties and to the attesting
      notary, at the specific request thereof. This text was written by Mr. Cristobal
      Herrera Barriga, attorney.




3




In
      witness whereof, the parties sign this instrument after reading it. A copy
      is
      issued. This page corresponds to the public deed of amendment of 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/
        René
Benavente Cash
 ON
        BEHALF
        OF BANCO DE CHILE
 ID
        NO.
        6.636.671-5




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