Exhibit 4.5





                             KONINKLIJKE AHOLD N.V.,
                                    as Issuer


                                       and



                              THE BANK OF NEW YORK,
                                   as Trustee



                      SERIES 2000-A SUPPLEMENTAL INDENTURE



                            Dated as of May 19, 2000



                                       to

                           SUBORDINATED DEBT INDENTURE

                         Dated as of September 30, 1998

                   4% Convertible Subordinated Notes due 2005
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page



SECTION 1.  Definitions.......................................................1


SECTION 2.  Amendment of the Indenture........................................3


SECTION 3.  No Application to Outstanding Notes...............................4


SECTION 4.  Creation of Series 2000-A.........................................4


SECTION 5.  Global Security...................................................5


SECTION 6.  Redemption at Maturity............................................6


SECTION 7.  Change of Control.................................................6


SECTION 8.  Optional Redemption...............................................6


SECTION 9.  Conversion Rights.................................................6


SECTION 10.  Further Amendments of the Indenture..............................7


SECTION 11.  No Application of Further Amendments to Outstanding Notes.......11


SECTION 12.  Notices.........................................................11


SECTION 13.  Modification and Ratification of Indenture......................11


SECTION 14.  Counterparts....................................................11


SECTION 15.  Governing Law...................................................11
<PAGE>

          Series 2000-A Supplemental  Indenture (the "Series 2000-A Supplement")
dated as of May 19, 2000 under that  certain  Subordinated  Debt  Indenture  (as
defined in the first recital) by and between  KONINKLIJKE  AHOLD N.V., a company
organized under the laws of The  Netherlands  with its corporate seat in Zaandam
(municipality  Zaanstad),  The Netherlands  (the "Issuer"),  and The Bank of New
York, a New York banking corporation (the "Trustee").

          WHEREAS,  the  Issuer and the  Trustee  are  parties  to that  certain
Subordinated Debt Indenture,  dated as of September 30, 1998, as supplemented by
the Series 1998-A Supplement,  dated as of September 30, 1998, providing for the
issuance of 3%  Convertible  Subordinated  Notes due 2003 (the  "1998-A  Notes")
(such Indenture as so supplemented, the "Indenture");

          WHEREAS,  Section 2.5 of the Indenture  provides,  among other things,
that the Issuer and the Trustee may enter into an indenture  supplemental to the
Indenture for the purpose of  authorizing a series of Securities  and to specify
terms of such series of Securities;

          WHEREAS, the Issuer has duly authorized the creation of a series of 4%
Convertible  Subordinated  Notes due 2005 as provided  hereto (the  "Convertible
Notes");

          WHEREAS,  the Issuer and the Trustee are executing and delivering this
Series 2000-A Supplement in order to provide for the Convertible Notes;

          WHEREAS,  Section 7.1(f) of the Indenture provides that the Issuer and
the Trustee,  without the consent of the Holders of any of the Securities at the
time  Outstanding,  may enter into an indenture  supplemental (1) to correct any
provision that may be defective and (2) to change or eliminate any provisions or
to make such other  provisions in regard to matters  arising under the Indenture
as the  Issuer  may deem  desirable  and which  shall not  adversely  affect the
interests of the Holders of the Securities at the time Outstanding;

          WHEREAS, the definition of "Effective Date" is defective as it applies
to a dividend on the Issuer's Common Shares where the recipient has the right to
elect  between  cash and Common  Shares and the Issuer and the  Trustee  wish to
correct such defect;

          NOW, THEREFORE,  for good and valuable consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the Issuer and the Trustee hereby
agree as follows:

          SECTION 1. Definitions.  (a) With respect to the Convertible Notes the
following  definitions  (except as herein otherwise expressly provided or unless
the context  otherwise  clearly  requires)  shall have the  respective  meanings
specified  in this  Section for all  purposes of the  Indenture  and this Series
2000-A Supplement.  For the avoidance of doubt, the following  definitions shall
have no application to the 1998-A Notes.

          "Business Day" means, notwithstanding anything in the Indenture to the
     contrary, any day that is not a Saturday or Sunday and that is not a day on
     which  banking  institutions  in  The  Netherlands  or in  the  Borough  of
     Manhattan, City and State of New York are generally authorized or obligated
     by law to close in the  relevant  place of payment  and, in relation to any
     payment or calculation in euro, a day on which the Trans-European Real-Time
     Automated Gross Settlement Express Transfer (TARGET) system is open.

          "Cash Change of Control" has the meaning specified in Section 9.

          "Cash Offer" means an offer to all (or as nearly as may be practicable
     all)  holders of the Common  Shares to acquire the whole or any part of the
     issued Common Shares,  the consideration for which is either wholly in cash
     or more than 50% in cash and the remainder in shares or other property.

          "Change of Control"  will be deemed to have  occurred when (i) Control
     of the  Issuer is  acquired  or deemed to be held by any  Person or Persons
     acting in concert which at the date of issue of the Convertible Notes do or
     does not have (and  would not be deemed  to have)  such  control,  (ii) the
     Issuer  consolidates  with or  merges  into or  sells or  transfers  all or
     substantially  all  of  its  assets  to  any  other  Person,   unless  such
     consolidation,  merger,  sale or  transfer  will not  result in such  other
     Person or  Persons  acquiring  Control  over the  Issuer  or the  successor
     entity; or (iii) the legal or beneficial  ownership of all or substantially
     all of the  capital  stock of the Issuer is  acquired  by one or more other
     Persons;  provided,  however, no "Change of Control" will be deemed to have
     occurred  solely as a result of either (i) the  issuance or transfer  (with
     the  cooperation  of the Issuer) of any preferred  shares in the capital of
     the  Issuer  or (ii)  the  Issuer  abandoning,  limiting  or  changing  the
     "structure  regime" at the proposal of the Corporate  Executive Board to be
     approved  by  the  Supervisory  Board.   Notwithstanding  anything  in  the
     Indenture  to the  contrary,  for  purposes  of this  definition,  the term
     "Person" includes any individual,  company, corporation, firm, partnership,
     joint venture,  undertaking,  association,  organization,  trust,  state or
     agency of a state  (in each case  whether  or not  being a  separate  legal
     entity),  but does not include the Supervisory Board or any other governing
     board of the Issuer and does not include the Issuer's  wholly-owned  direct
     or indirect subsidiaries.

          "Clearstream" means Clearstream Banking, S.A.

          "Common  Depositary"  means The Bank of New York,  London  branch,  as
     common depositary on behalf of Euroclear and Clearstream.

          "Control" means the right to appoint and/or remove all or the majority
     of the members of the  Supervisory  Board  and/or the  Corporate  Executive
     Board or other governing body of the Issuer,  whether obtained  directly or
     indirectly,  and  whether  obtained  by  ownership  of share  capital,  the
     possession of voting rights, contract or otherwise.

          "Conversion  Agent" means The Bank of New York and ABN AMRO Bank N.V.,
     singularly or collectively  as the context may require,  and any additional
     conversion agents as may be appointed by the Issuer from time to time.

          "Conversion Notice" has the meaning specified in Section 9.

          "Convertible Notes" has the meaning specified in Section 4.

          "Corporate  Executive Board" means the Corporate Executive Board (Raad
     van Bestuur) of the Issuer.

          "Euro" and "Euro" refer to the new single  unified  currency  that was
     introduced in connection  with the European  Economic and Monetary Union in
     The Netherlands and the other  participating  member states of the European
     Union on January 1, 1999.

          "Euroclear" means Morgan Guaranty Trust Company of New York,  Brussels
     office, as operator of the Euroclear System.

          "Previous Dividends" has the meaning specified in Section 2.

          "Reference  Dividend"  means, on any date, the dividends paid on a per
     Common Share basis for the immediately preceding fiscal year.

          "Supervisory   Board"   means   the   Supervisory   Board   (Raad  van
     Commissarissen) of the Issuer.

          (b)  Section  1.1 of the  Indenture  is hereby  amended  to change the
definition of "Effective Date" in its entirety to read as follows:

          "Effective  Date" means (i) in the case of a dividend or  distribution
     on  Common  Shares  in  the  form  of  Common  Shares  which   dividend  or
     distribution permits the recipient to elect between cash and Common Shares,
     the date on which the  Common  Shares are  issued in  connection  with such
     dividend or  distribution,  (ii) the date on which Common Shares will trade
     on  the  Official  Segment  of  Amsterdam  Exchanges  N.V.'s  stock  market
     excluding  the relevant  right or  entitlement  relating to an event giving
     rise to an adjustment of the Conversion  Price or (iii) if (i) and (ii) are
     not  applicable,  the date on which the relevant  event is announced by the
     Issuer or, if no such  announcement is made, the date the relevant issue is
     made.

          (c) Terms used herein and not otherwise  defined herein shall have the
meanings set forth in the Indenture.

          (d) All  references  to  "Sections"  shall be to the  sections of this
Series 2000-A Supplement unless otherwise provided herein.

          SECTION 2. Amendment of the  Indenture.  The last paragraph of Section
11.4(d) of the Indenture is hereby  amended and restated in its  entirety,  with
respect to  Securities  of any  Series  issued on or after the date  hereof,  as
follows:

          "For purposes of this paragraph (d), an Extraordinary  Dividend occurs
     if, at the Effective  Date, the aggregate  amount of (i) any cash dividends
     paid or declared by the Issuer on the Common Shares (prior to the deduction
     of any withholding tax plus any corporate tax attributable to that dividend
     (a "Cash Dividend")); and (ii) all other Cash Dividends paid or declared on
     the Common Shares in the 365  consecutive day period prior to the Effective
     Date (other than any dividend or portion thereof previously deemed to be an
     Extraordinary  Dividend) (the "Previous Dividends"),  except that where the
     date of  announcement  for  dividends  for two  different  fiscal years has
     occurred in such 365 day  period,  such  dividends  relating to the earlier
     fiscal year will be disregarded for the purpose of determining the Previous
     Dividend ((i) and (ii) together being the "Total Current Dividend"), equals
     or exceeds on a per Common Share basis either (x) 5% of the Average Closing
     Price of the  Common  Shares  during the  Relevant  Period or (y) twice the
     Reference Dividend.  The Extraordinary Dividend will be the amount by which
     the  Total  Current  Dividend  exceeds  the  Reference  Dividend.  For  the
     avoidance of doubt, all amounts are on a per Common Share basis."

          SECTION 3. No Application to Outstanding  Notes.  For the avoidance of
doubt,  the amendments to Section 11.4 of the Indenture  effected by this Series
2000-A Supplemental Indenture shall have no application to the 1998-A Notes, and
the amended  provisions  of the Indenture  specified in this  sentence  shall be
deemed not to have been so amended with respect to the 1998-A Notes.

          SECTION 4.  Creation  of Series  2000-A.  There is hereby  created for
issuance under this Series 2000-A  Supplement the Convertible  Notes which shall
be designated 4% Convertible Subordinated Notes due 2005.

          As provided in Section 2.5 of the  Indenture,  the following  terms of
such Convertible Notes are established hereby:

          (1)  the  title  of the  Convertible  Notes  shall  be 4%  Convertible
     Subordinated Notes due 2005;

          (2) the aggregate  principal amount of the Convertible  Notes that may
     be  authenticated  and delivered under this Indenture shall not exceed nine
     hundred twenty million euros (Euro   920,000,000),  except for  Convertible
     Notes  authenticated  and delivered upon registration of transfer of, or in
     exchange for, or in lieu of, other  Convertible  Notes  pursuant to Section
     2.10, 2.11, 2.13 or 10.3 of the Indenture;

          (3) the principal of the  Convertible  Notes shall be paid at maturity
     on May 19, 2005 as provided in Section 6 below;

          (4) the  Convertible  Notes will bear  interest  at the rate of 4% per
     annum; the interest  payment date shall be May 19 of each year,  commencing
     May 19, 2001 and the record date for the  determination  of Holders to whom
     interest is payable  shall be the close of business  on the  fifteenth  day
     immediately  preceding  the interest  payment date for such payment (if the
     interest  payment date is not a Business Day,  payment shall be made on the
     next succeeding Business Day); interest shall accrue from May 19, 2000;

          (5)  notwithstanding the provisions in Section 3.2 of the Indenture to
     the contrary,  payment of principal and interest on the  Convertible  Notes
     shall be payable at the  office of ABN AMRO Bank N.V.,  as paying  agent in
     The Netherlands;

          (6) the  Convertible  Notes shall be  redeemable  at the option of the
     Issuer as provided in Section 8 below;

          (7) the Issuer shall be obligated to redeem the  Convertible  Notes at
     the option of a Holder thereof as provided in Section 7 below;

          (8) the  Convertible  Notes  shall be  convertible  into Shares at the
     option of Holders thereof as provided in Section 9 below;

          (9) the  Convertible  Notes shall be denominated in euros and payments
     of the principal of and interest on the Convertible  Notes shall be payable
     in euros;

          (10) the  Convertible  Notes  are to be  issued in the form of a fully
     registered  Global Security;  the Depositary for the Global Security is the
     Common  Depositary  and the nominee of such  Depositary  is The Bank of New
     York Depository (Nominees) Limited;

          (11) the ISIN/CINS number for the Convertible Notes is XS0111182597;

          (12)  Section  3.9 and 10.7 of the  Indenture  shall  not apply to the
     Convertible  Notes and, as a result,  the Issuer  shall not be obligated to
     pay Additional  Amounts in respect of the Convertible  Notes as provided in
     Section 3.9 and the Convertible Notes shall not be subject to redemption as
     provided in Section 10.7;

          (13) the Convertible  Notes may be issued at various times,  but shall
     otherwise be identical except for denomination; and

          (14) for so long as the  Convertible  Notes are listed on the Official
     Segment of  Amsterdam  Exchanges  N.V.'s  stock  market,  the Issuer  shall
     maintain a paying  agent and a  conversion  agent in The  Netherlands;  the
     Issuer hereby  appoints ABN AMRO Bank N.V. as a paying agent and conversion
     agent in The  Netherlands  and The Bank of New York as conversion  agent in
     New  York;  the  Trustee  hereby  acknowledges  receipt  of  notice  of the
     foregoing.

          SECTION 5. Global Security.  (a) The Convertible  Notes will be issued
in the form of a fully registered Global Security (the "Global Security"), which
will be  deposited  with the  Common  Depositary  on  behalf  of  Euroclear  and
Clearstream and registered in the name of the Common  Depositary or its nominee.
Except as set forth herein,  the Global Security may be  transferred,  in whole,
but not in part,  only to the Depositary or to a nominee of the Depositary or to
a successor of the Depositary or its nominee.

          (b) The  principal  amount of the Global  Security may be increased or
decreased by  endorsement  by the Trustee on the schedule  affixed to the Global
Security (or on  continuations  of such schedule affixed to the Global Security)
of appropriate  notations evidencing the dates and amounts of such increases and
decreases.

          (c) If any beneficial  interest in the Global  Security is redeemed or
converted into Shares,  the aggregate  principal amount of the Convertible Notes
represented  by the Global  Security  shall be  reduced  and the  Trustee  shall
endorse  the  schedule  affixed  to the  Global  Security  in the amount of such
reduction as provided in paragraph (b) above.

          (d)  Interests in the Global  Security will be  exchangeable  in whole
(without charge to any Holder) for Convertible Note  certificates only if (i) an
Event of Default with respect to the Convertible Notes represented by the Global
Security has occurred and is continuing or (ii) Euroclear or Clearstream, as the
case may be, is closed for business  for a  continuous  period of 14 days (other
than by reason of legal holidays) or announces an intention permanently to cease
business,  and the Trustee has received a notice from the  beneficial  owners of
the relevant  Global  Security  requesting  an exchange of the  relevant  Global
Security for individual  Convertible Note certificates.  In such  circumstances,
the relevant  Global  Security shall be exchanged in full for  Convertible  Note
certificates,  in  accordance  with the terms of the  Indenture,  and the Issuer
will,  at the cost of the Issuer (but against such  indemnity as the Trustee may
require  in  respect  of any tax or other duty which may be levied or imposed in
connection with such exchange),  cause sufficient  Convertible Note certificates
to be executed and delivered to the Trustee for completion,  authentication  and
dispatch to the relevant beneficial owners within 30 days of the relevant event.
A person  having an interest in the Global  Security must provide the Issuer and
the  Trustee  with a  written  order  containing  instructions  and  such  other
information  as the Issuer and the Trustee may require to complete,  execute and
deliver such Convertible Note certificates.

          (e)  Notwithstanding the provisions of Section 3.1 of the Indenture to
the  contrary,  as long as any  Convertible  Notes are  evidenced  by the Global
Security, each payment of interest on such Convertible Notes will be paid by the
Trustee or the relevant paying agent by wire transfer to the respective accounts
of Euroclear and  Clearstream  which payment will be credited to the accounts of
the  Euroclear and  Clearstream  participants  in  accordance  with the relevant
clearing systems' rules and procedures.

          SECTION  6.  Redemption  at  Maturity.   Unless  previously  redeemed,
converted or purchased and canceled as herein  provided,  the Issuer will redeem
the  Convertible  Notes at 100% of the principal  amount  together with interest
accrued and unpaid to the date of such redemption on May 19, 2005.

          SECTION  7.  Change of  Control.  Upon the  occurrence  of a Change of
Control,  the Issuer shall (i) notify the Trustee  promptly after becoming aware
of the event  giving  rise to the Change of  Control,  (ii) fix a date for early
redemption  of the  Convertible  Notes and notify the Trustee of such date,  and
(iii) at the option of the Holder of a Convertible Note, redeem such Convertible
Note on the date fixed for early  redemption  at 100% of the  principal  amount,
together with interest  accrued to such date. The Trustee shall promptly publish
the notice of such redemption in accordance with the notice provisions described
in Section 12 below and  Section  10.2 of the  Indenture.  The date fixed by the
Issuer for early  redemption  of the  Convertible  Notes  shall be not more than
sixty (60) days nor less than thirty (30) days following the date upon which the
Issuer notifies the Trustee of the relevant Change of Control.

          SECTION  8.  Optional  Redemption.   The  Convertible  Notes  are  not
redeemable  by the Issuer prior to May 19,  2003.  Thereafter,  the  Convertible
Notes will be redeemable,  on not less than 30 days' notice and not more than 60
days' notice, at the option of the Issuer, in whole but not in part at any time,
at 100% of the  principal  amount  thereof,  together  with  accrued  and unpaid
interest to the  redemption  date.  Except as provided in Section 12,  notice of
such  redemption  shall be given as provided in Section  10.2 of the  Indenture.
Unless the Issuer defaults in payment of the redemption  price, on and after the
redemption date, interest will cease to accrue on the Convertible Notes.

          SECTION  9.  Conversion   Rights.   The  Convertible   Notes  will  be
convertible  into  Common  Shares  or ADSs at the  election  of the  Holder,  in
accordance  with Article Eleven of the  Indenture,  at any time prior to May 16,
2005,  the third  Business  Day prior to the  maturity  date  (subject  to prior
redemption  by the Issuer on not less than 30 days'  notice and not more than 60
days'  notice)  in whole or in part (but  only in  integral  multiples  of Euros
1,000), initially at a Conversion Price of Euros 33.02 per Common Share, subject
to adjustment  in certain  circumstances  as provided  below and as described in
Section 11.4 of the Indenture;  provided,  however,  that no adjustment shall be
made in respect of the Issuer's final dividend for its 1999 fiscal year which is
expected  to be paid by the  Issuer in fiscal  year  2000.  The right to convert
Convertible  Notes called for redemption will terminate at the close of business
on the third Business Day prior to the  redemption  date and will be lost if not
exercised  prior  to  that  time.  Holders  will be  given  notice  of any  such
adjustment  as provided in Section  11.4 of the  Indenture,  except as otherwise
provided in Section 12 below.

          Subject to the requirements of Euroclear and Clearstream,  an owner of
a  beneficial  interest  in  the  Global  Security  may  exercise  such  owner's
conversion rights with respect to such beneficial  interest by presenting to any
Conversion Agent a notice of conversion in  substantially  the form set forth in
Section 2.15 of the Indenture (a "Conversion  Notice"),  duly completed by or on
behalf of the account holder in Euroclear or Clearstream, as the case may be. In
the event Convertible Notes are issued in definitive form, a Holder may exercise
such  Holder's  conversion  right by  delivering  the  Convertible  Notes at the
specified  office of any  Conversion  Agent,  accompanied  by a duly  signed and
completed  Conversion Notice. The conversion date shall be the date on which the
Convertible Notes and the duly signed and completed Conversion Notice shall have
been so delivered.

          If a Cash Offer is made and (x) all  conditions to the Cash Offer have
been  satisfied or waived and (y) the Issuer  becomes aware that the offeror has
acquired  control of the Issuer or is  considered to Control the Issuer (a "Cash
Change of Control"),  upon any exercise of conversion  rights within 60 calendar
days  following the date on which notice of that Cash Change of Control is given
by the Issuer to the Trustee,  the  Conversion  Price shall be as set out below,
but in each case adjusted,  if  appropriate,  as described under Section 11.4 of
the Indenture.

Conversion date                            Conversion Price

From May 19, 2000 to May 18, 2001                28.81

From May 19, 2001 through May 18, 2002           30.21

From May 19, 2002 through May 18, 2003           31.62

From May 19, 2003 through maturity               33.02

          If a Cash Change of Control  occurs,  the Issuer will promptly  notify
the Trustee after becoming aware of the Cash Change of Control. The Trustee will
promptly  publish  notice of this Cash Change of Control in accordance  with the
notice provisions described below in Section 12.

          Notwithstanding  the provisions of Section 11.4(g) of the Indenture to
the contrary, all calculations under Section 11.4 of the Indenture shall be made
to the nearest cent and/or the nearest hundredth of a euro.

          SECTION  10.  Further  Amendments  of the  Indenture.  (a)  The  third
paragraph of Section 2.2 of the Indenture is hereby  amended and restated in its
entirety,  with respect to  Securities  issued on or after the date  hereof,  as
follows:

          "[If  applicable,  insert--All  payments in respect of the Securities,
     including, without limitation, payments of principal [if the Security is to
     bear interest prior to maturity,  insert -- interest, if any, and] premium,
     if any, shall be made by the Issuer without withholding or deduction for or
     on  account  of any  present  or future  taxes,  duties,  levies,  or other
     governmental  charges  of  whatever  nature  in  effect  on the date of the
     Indenture  or imposed or  established  in the future by or on behalf of The
     Netherlands or any authority in The Netherlands ("Taxes"). In the event any
     such  Taxes  are so  imposed  or  established,  the  Issuer  shall pay such
     additional amounts ("Additional Amounts") as may be necessary in order that
     the net amounts receivable by each Holder after any payment, withholding or
     deduction  in respect of such Taxes shall equal the  respective  amounts of
     principal [if the Security,  if any, is to bear interest prior to maturity,
     insert --, interest and] premium,  if any, which would have been receivable
     in respect of the Securities in the absence of such payment, withholding or
     deduction;  except that no such  Additional  Amounts  will be payable  with
     respect to any  payment on any  Security  to, or to a third party on behalf
     of, a Holder for or on account  of any such taxes or  liabilities  whatever
     that have been  imposed by reason of (i) the Holder being a resident of The
     Netherlands or having some connection  with The Netherlands  other than the
     mere holding of such  Security or the receipt of  principal,  interest,  if
     any, or premium,  if any, in respect thereof;  (ii) the presentation by the
     Holder of a Security for payment on a date more than thirty (30) days after
     the date on which such payment  became due and payable or the date on which
     payment  thereof is duly provided for,  whichever  occurs later;  (iii) any
     estate, inheritance,  gift, sales, transfer or personal property tax or any
     similar tax, assessment or governmental charge; (iv) any tax, assessment or
     other  governmental  charge which is payable  otherwise than by withholding
     from payments on or in respect of any Security;  or (v) any  combination of
     items (i), (ii), (iii) or (iv). Furthermore, no Additional Amounts shall be
     paid with  respect to any  payment on this  Security  to a Holder that is a
     fiduciary or  partnership or other than the sole  beneficial  owner of such
     payment to the extent that a  beneficiary  or settlor  with respect to such
     fiduciary or a member of such  partnership  or  beneficial  owner would not
     have been entitled to receive the Additional  Amounts had such beneficiary,
     settlor, member or beneficial owner been the Holder.]"

          (b) The fourth  paragraph  of Section 2.2 of the  Indenture  is hereby
amended and restated in its entirety,  with respect to  Securities  issued on or
after the date hereof, as follows:

          "[If applicable, insert--Whenever in this Security or in the Indenture
     there is a reference,  in any context,  to the payment of the  principal of
     [if the  Security  is to bear  interest  prior to  maturity,  insert  -- or
     interest on], or in respect of, any Security,  such payment shall be deemed
     to include the payment of  Additional  Amounts to the extent that,  in such
     context,  Additional  Amounts  are,  were or would be payable in respect of
     such  payment  pursuant  to the  provisions  hereof or thereof  and express
     mention  of the  payment  of  Additional  Amounts  (if  applicable)  in any
     provision hereof shall not be construed as excluding  Additional Amounts in
     those provisions hereof where such express mention is not made.]"

          (c) The second  paragraph  of Section 2.3 of the  Indenture  is hereby
amended and restated in its entirety,  with respect to  Securities  issued on or
after the date hereof, as follows:

          "[If applicable,  insert--If at any time subsequent to the issuance of
     the  Securities  of this series as a result of any change in, or  amendment
     to,  the  laws  or  regulations  of The  Netherlands  or of  any  political
     subdivision thereof or any authority therein or thereof having power to tax
     or as a result of any change in the application or official  interpretation
     of such laws or regulations,  the Issuer becomes, or will become, obligated
     to pay any Additional Amounts and such obligations cannot be avoided by the
     Issuer taking reasonable  measures  available to it, then the Securities of
     this series will be redeemable as a whole (but not in part),  at the option
     of the  Issuer,  at any time upon not less than  thirty  (30) nor more than
     sixty (60) days' notice given to the Holders at [if the Security is to bear
     interest prior to maturity,  insert--their  principal  amount together with
     accrued  interest  thereon,  if any,] [if the Security is an Original Issue
     Discount  Security,  insert  appropriate  provision.]  (and any  Additional
     Amounts payable with respect thereto) to the date fixed for redemption (the
     "Redemption  Date").  In order to effect a redemption of Securities of this
     series as described  in this  paragraph,  the Issuer  shall  deliver to the
     Trustee at least  forty-five (45) days prior to the Redemption  Date: (i) a
     written  notice  stating  that  the  Securities  of this  series  are to be
     redeemed  as a whole and (ii) an opinion of  independent  legal  counsel of
     recognized  standing  to the  effect  that the  Issuer  has or will  become
     obligated  to pay  Additional  Amounts  as a result  of any such  change or
     amendment.  No notice of  redemption  may be given earlier than ninety (90)
     days prior to the  earliest  date on which the Issuer would be obligated to
     pay such Additional  Amounts were a payment in respect of the Securities of
     this series then due. The notice shall additionally  specify the Redemption
     Date and all other information  necessary to the publication and mailing by
     the Trustee of notices of such redemption. The Trustee shall be entitled to
     rely  conclusively  upon the information so furnished by the Issuer in such
     notice  and shall be under no duty to check the  accuracy  or  completeness
     thereof.  Such notice shall be irrevocable and upon its delivery the Issuer
     shall be obligated  to make the payment or payments  referred to therein to
     the Trustee.]"

          (d) Numbered  paragraphs 18 and 19 of Section 2.5 of the Indenture are
hereby amended and restated in their entirety, with respect to Securities issued
on or after the date hereof, as follows:

          "(18) CUSIP and/or ISIN/CINS numbers for Securities of the Series;

          (19) whether and under what circumstances the Issuer will be obligated
     to pay  Additional  Amounts in respect of the  Securities  of the series as
     provided  in Section 3.9 and, as a result,  whether the  Securities  of the
     series will be subject to redemption as provided in Section 10.7; and

          (20) any other  terms of the series  which are not  inconsistent  with
     this Indenture."

          (e) With respect to Securities issued on or after the date hereof, the
first nine words of Section 3.2 of the Indenture are hereby deleted and replaced
with the following:

          "Unless  specified  otherwise for a series of  Securities  pursuant to
     Section 2.5, so long as any of the Securities remain outstanding,".

          (f) With  respect to  Securities  issued on or after the date  hereof,
Section 3.9 of the  Indenture is hereby  amended and restated in its entirety as
follows:

          "SECTION  3.9  Payment  of  Additional  Amounts.  If with  respect  to
     Securities of any series it is specified  pursuant to Section 2.5 that this
     Section 3.9 shall apply to Securities of such series and, as a result, that
     Section  10.7  shall  apply  thereto,  then  all  payments  in  respect  of
     Securities  of such  series  including,  without  limitation,  payments  of
     principal,  interest,  if any,  and premium,  if any,  shall be made by the
     Issuer without withholding or deduction for or on account of any present or
     future taxes,  duties,  levies, or other  governmental  charges of whatever
     nature in effect on the date of the Indenture or imposed or  established in
     the  future by or on  behalf of The  Netherlands  or any  authority  in The
     Netherlands  ("Taxes").  In the event  any such  Taxes  are so  imposed  or
     established,  the Issuer  shall pay such  additional  amounts  ("Additional
     Amounts") as may be necessary in order that the net amounts  receivable  by
     each Holder of a Security of such series after any payment,  withholding or
     deduction  in respect of such Taxes shall equal the  respective  amounts of
     principal,  interest,  if any, and premium,  if any,  which would have been
     receivable  in respect of the  Securities  in the absence of such  payment,
     withholding or deduction;  except that no such  Additional  Amounts will be
     payable  with  respect to any payment on any Security of such series to, or
     to a third party on behalf of, a Holder for or on account of any such taxes
     or liabilities  whatever that have been imposed by reason of (i) the Holder
     being a resident  of The  Netherlands  or having some  connection  with The
     Netherlands  other than the mere holding of such Security or the receipt of
     principal,  interest,  if any, or premium, if any, in respect thereof; (ii)
     the  presentation by the Holder of a Security of such series for payment on
     a date more than  thirty  (30) days  after the date on which  such  payment
     became  due and  payable  or the  date on  which  payment  thereof  is duly
     provided for, whichever occurs later; (iii) any estate, inheritance,  gift,
     sales,  transfer or personal property tax or any similar tax, assessment or
     governmental  charge; (iv) any tax, assessment or other governmental charge
     which is payable  otherwise  than by  withholding  from  payments  on or in
     respect of any Security;  or (v) any combination of items (i), (ii),  (iii)
     or (iv).  Furthermore,  no Additional Amounts shall be paid with respect to
     any payment on a Security of such series to a Holder that is a fiduciary or
     partnership or other than the sole beneficial  owner of such payment to the
     extent that a  beneficiary  or settlor with respect to such  fiduciary or a
     member of such partnership or beneficial owner would not have been entitled
     to receive the Additional Amounts had such beneficiary,  settlor, member or
     beneficial owner been the Holder of the Security of such series.

          Whenever in this  Indenture or the  Securities  of any series to which
     this Section 3.9 is applicable there is a reference, in any context, to the
     payment of the principal of or interest,  if any, on, or in respect of, any
     Security to which this Section 3.9 is  applicable,  such  payment  shall be
     deemed to include the payment of  Additional  Amounts  provided for in this
     Section to the extent that, in such context,  Additional  Amounts are, were
     or would be payable in respect of such payment  pursuant to the  provisions
     of such Section and express  mention of the payment of  Additional  Amounts
     (if  applicable) in any provision  hereof or thereof shall not be construed
     as  excluding  Additional  Amounts in those  provisions  hereof  where such
     express mention is not made.

          Except as  specifically  provided in this Section 3.9 and Section 10.7
     with  respect  to  Securities  of any  series to which  such  sections  are
     applicable,  the  Issuer  will not be  required  to make any  payment  with
     respect  to any tax,  assessment  or  governmental  charge  imposed  by any
     government  or a  political  subdivision  or taxing  authority  thereof  or
     therein."

          (g) With respect to Securities issued on or after the date hereof, the
first 25 words of Section 10.7 of the Indenture are hereby  deleted and replaced
with the following:

          "If, with respect to Securities of any series it is specified pursuant
     to Section 2.5 that Section 3.9 and this  Section 10.7 shall be  applicable
     to  Securities  of such  series,  at any time after the date of issuance of
     Securities of such series  pursuant to this  Indenture,  as a result of any
     change in,".

          SECTION 11. No Application of Further Amendments to Outstanding Notes.
For the avoidance of doubt,  the  amendments to Sections 2.2, 2.3, 2.5, 3.2, 3.9
and 10.7 of the Indenture effected by this Series 2000-A Supplemental  Indenture
shall have no application to the 1998-A Notes, and the amended provisions of the
Indenture specified in this sentence shall be deemed not to have been so amended
with respect to the 1998-A Notes.

          SECTION 12. Notices.  Notwithstanding anything in the Indenture to the
contrary,  notices to the Holders  shall be given by  delivery  of the  relevant
notice, so long as Convertible Notes are in the form of the Global Security,  to
Euroclear  and  Clearstream  for  communication  by  them  to  their  respective
participants;  provided always that, so long as the Convertible Notes are listed
on the  Official  Segment  of  Amsterdam  Exchanges  N.V.'s  stock  market,  and
Amsterdam  Exchanges  N.V.  so  requires,  notices to the  Holders  will also be
published in a leading newspaper having general  circulation in The Netherlands,
in the  Official  Price  List of  Amsterdam  Exchanges  N.V.  and in an  English
language  newspaper of general  circulation in Europe.  Any such notice shall be
deemed to have been given on the date of such  publication in the Official Price
List of Amsterdam Exchanges N.V.

          SECTION  13.   Modification   and   Ratification   of  Indenture.   As
supplemented and modified by this Series 2000-A Supplement,  the Indenture is in
all respects  ratified and confirmed,  and the Indenture as so supplemented  and
modified by this Series 2000-A  Supplement shall be read, taken and construed as
one and the same instrument.

          SECTION  14.  Counterparts.  This  Series  2000-A  Supplement  may  be
executed in any number of counterparts each of which so executed shall be deemed
to bean original but all of such counterparts shall together  constitute but one
and the same instrument.

          SECTION  15.  Governing  Law.  As  provided  in  Section  13.8  of the
Indenture,  this Series 2000-A  Supplement  and each  Convertible  Note shall be
construed  in  accordance  with the laws the State of New York,  except  for the
provisions  contained in the Indenture or in the  Convertible  Notes relating to
the  subordination  of the  Convertible  Notes  which  shall be  governed by and
construed in accordance with the laws of The Netherlands.
<PAGE>


          IN WITNESS WHEREOF,  the parties hereto have caused this Series 2000-A
Supplement to be duly executed, all as of May 19, 2000.



                                             KONINKLIJKE AHOLD N.V.



                                             By:   /s/ A. S. Noddle
                                                --------------------------------
                                                Name:   A. S. Noddle
                                                Title:  Executive vice-president



                                            THE BANK OF NEW YORK
                                              as Trustee



                                             By:   /s/ Thomas E. Tabor
                                                --------------------------------
                                                Name:   Thomas E. Tabor
                                                Title: