**SECOND
      AMENDMENT TO INDENTURE AGREEMENT**




**BY
      AND BETWEEN**




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




**AND**




**BANCO
      DE CHILE**





In
      Santiago, Chile, on April 3, 2008, before me, VERÓNICA TORREALABA COSTABAL,
      Chilean, married, attorney, national identity card No. 13.066.313-3, Alternate
      Notary Public to Mr. IVAN TORREALBA ACEVEDO, Regular Notary Public of the
      Thirty-Third Notarial Office of Santiago, pursuant to a filed Judicial Decree,
      domiciled at Huérfanos 979, Suite 501, borough of Santiago, there
      appeared:




Mr.
      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.
      URI
      HEINZ MANZ LECLERC, Chilean, married, businessman, national identity card No.
      9.994.833-7 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.




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
      (hereinafter the "Indenture Agreement") in the 48th Notarial Office of Mr.
      Jose
      Musalem Saffie, under Journal Number 18,507-2006, pursuant to the final
      subparagraph of article 104 of Law 18,045, the securities market law
      (hereinafter the "Securities Market Law"). 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 "Superintendency"),
      as amended, on January 4, 2007, the Issuer requested registration of the
      Facility in the Securities Registry.




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




1.4  On
      February 9, 2007, the parties amended the Indenture Agreement by public deed
      executed under Journal No. 2253-2007 in the 48th Notarial Office of Mr. Jose
      Musalem Saffie to adapt it to the requirements of the Superintendency in
      Ordinary Letter 01501 (hereinafter the "First Amendment").




1.5  On
      February 19, 2007, the Superintendency approved registration of the Facility,
      which was reegistered under number 492 in the Securities Reegistry. Moreover,
      since the Indenture Agreement also stipulated the issue of Series E Bonds under
      the Facility for 1,200,000 unidades de fomento (hereinafter the "E Series"),
      the
      Superintendency issued an official letter of placement for the E
      Series.







1.6  This
      notwithstanding, thus far no Series E Bond or any other series under the
      Facility has been offered publicly or placed.




1.7  Since
      the
      Issuer wishes to persevere in placement of the Series E Bonds, it has deemed
      it
      necessary to amend the Indenture Agreement for the purpose of updating the
      terms
      and conditions thereof in the manner indicated.




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, including as a result its
      amendments by the First Amendment, in the following way: Section Six is replaced
      entirely by the section written below:




"SIXTH:
      INFORMATION AND CHARACTERISTICS OF THE SERIES E BONDS ISSUED UNDER THE
      FACILITY




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




"1. Amount
        and Adjustment




"The
      total par value of the Bonds forming part of this first issue under the Facility
      will be six million Unidades de Fomento. The adjustment stipulated in this
      section will apply to the Bonds forming part of this first issue under the
      Facility, as of March 1, 2008.




"2. Series
        and Numbering of Certificates




"This
      first issue of Bonds under the Facility will entail one series called E Series.
      The certificates will be numbered correlatively started from number 1, written
      as 0001, to and including number 12000, written as "12000."




"3. Number
        of
        Bonds in the E Series




"The
      E
      Series will be divided into 12,000 Bonds.




"4. Par
        Value
        of each Bond




"The
      par
      value of each Series E Bond will be 500 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,
      i.e.
      February 19, 2007.




"6. Bond
        Term




"The
      Series E Bonds will expire and be completely amortized by March 1, 2013.




"7. Interest
        Rate




"The
      Series E Bonds will accrue real interest on the unpaid principal, expressed
      in
      unidades de fomento, at a rate of 2.6% annually, in arrears, calculated on
      a
      360-day year, compounded semi-annually. This interest rate expressed for the
      periods in which the interest will be paid, i.e. for real 180-day semesters,
      is
      1.2917%. This interest will accrue as of March 1, 2008.


2




"8. Coupons
        for the Payment of Interest and Amortizations




"The
      electronic Series E Bond bear and, as the case may be, the paper certificates
      shall bear, 10 coupons for the payment of interest. Save as indicated in
      Sections 6.6 and 6.9, there will be no other principal amortization. The amount
      of each of the interest 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 pertinent legal and
      contractual purposes. Such payment hereby supersedes and substitutes entirely
      for the document entitled "Payment Schedule," as amended, filed with the
      Indenture Agreement. The new Payment Schedule contains, inter alia, the
      following information on the Series E Bonds: the number of interest
      installments; the interest payment dates; the amount of interest payable for
      each coupon; and the unpaid balance.




"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 payment date starting and including March
      1, 2011.




"10. Interest
        and Amortization Payment Dates




"(a) Interest
        accruing on the Series E Bonds shall be paid in 10 installments payable on
        the
        following dates:




"First
      installment, to expire September 1, 2008;




"Second
      installment, to expire March 1, 2009:




"Third
      installment, to expire September 1, 2009;




"Fourth
      installment, to expire March 1, 2010;




"Fifth
      installment, to expire September 1, 2010;




"Sixth
      installment, to expire March 1, 2011;




"Seventh
      installment, to expire September 1, 2011;




"Eighth
      installment, to expire March 1, 2012;




"Ninth
      installment, to expire September 1, 2012; and




"Tenth
      installment, to expire March 1, 2013;




"(b) Save
        as
        indicated in Sections 6.6 and 6.9, there will be no other principal
        amortization.




"11. New
        Series of Bonds




"Unless
      the stipulations in Section IV.3.1 of General Rule 30 of the Superintendency
      are
      fulfilled in the future, there will be no new issues under this Facility since
      Bonds will have been issued under this E Series for the entire authorized
      Facility amount."




THIRD:
      NO
      CHANGE.




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


3




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 Uri
      Heinz Manz Leclerc to represent BANCO DE CHILE is set down in the public deed
      dated November 18, 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 and to the attesting notary,
      at
      the specific request thereof. 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 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


MIGUEL
      AFIF NÚÑEZ
      SFEIR




on
      behalf
      of Distribución y Servicios D&S S.A.




ID
      No.
      10.087.763-5






/s/
      Uri
      Heinz Manz Leclerc


URI
      HEINZ
      MANZ LECLERC




on
      behalf
      of BANCO DE CHILE




ID
      No.
      9.994.833-7






/s/
      Rodrigo Le-Beuffe Souper


RODRIGO
      LE-BEUFFE SOUPER




on
      behalf
      of BANCO DE CHILE




ID
      No.
      8.795.131-6


4




PAYMENT
      SCHEDULE




E
      SERIES




Par
                value
            :
            500
                unidades de fomentoInterest
            :
            SemiannualAmortization
            :
            Not
                applicable, notwithstanding extraordinary amortizationInterest
                rate
            :
            2.6%
                annuallyIssue
                date
            :
            March
                1, 2008Expiration
                date
            :
            March
                1, 2013




Coupon
              #
            Interest
              Installment
              #
            Interest
                Payment Date
            Interest
            Amortization
            Installment
              Amount
            Unpaid
              balance0
            0
            March
                1, 2008
            6.45830
            0.0
            6.45830
            500.000001
            1
            September
                1, 2008
            6.45830
            0.0
            6.45830
            500.000002
            2
            March
                1, 2009
            6.45830
            0.0
            6.45830
            500.000003
            3
            September
                1, 2009
            6.45830
            0.0
            6.45830
            500.000004
            4
            March
                1, 2010
            6.45830
            0.0
            6.45830
            500.000005
            5
            September
                1, 2010
            6.45830
            0.0
            6.45830
            500.000006
            6
            March
                1, 2011
            6.45830
            0.0
            6.45830
            500.000007
            7
            September
                1, 2011
            6.45830
            0.0
            6.45830
            500.000008
            8
            March
                1, 2012
            6.45830
            0.0
            6.45830
            500.000009
            9
            September
                1, 2012
            6.45830
            0.0
            6.45830
            500.0000010
            10
            March
                1, 2013
            6.45830
            500.000
            506.45830
            0.0


5