Exhibit 4.3








                             KONINKLIJKE AHOLD N.V.

                                       AND

                              THE BANK OF NEW YORK,

                                     TRUSTEE



                           SUBORDINATED DEBT INDENTURE



                         Dated as of September 30, 1998



                                  ------------
<PAGE>
                             KONINKLIJKE AHOLD N.V.

                                       AND

                              THE BANK OF NEW YORK,

                                     TRUSTEE

                             SUBORDINATED INDENTURE

                         Dated as of September 30, 1998

                                  ------------

          Reference is made to the following  provisions of the Trust  Indenture
Act of 1939, as amended,  which establish certain duties and responsibilities of
the Issuer and the Trustee which are not set forth in this Indenture:
<TABLE>
<CAPTION>
Section                 Subject                Section                Subject
-------                 -------                -------                -------
<S>           <C>                              <C>         <C>
310 (b)       Disqualification of Trustee as   315 (c)     Duties of claims Trustee in
              conflicting Securityholders                  case of default

311           Preferential collection of       315 (d)     Provisions relating to
              Trustee as                                   responsibility of Trustee
              creditor of Issuer

312 (a)       Periodic filing of information   315 (e)     Assessment of costs against
              by Issuer with Trustee                       litigating Securityholders in
                                                           certain circumstances

312 (b)       Access of Securityholders to     316 (a)     Directions to and waivers by
              information                                  Securityholders in certain
                                                           circumstances

313 (b)       Additional reports of Trustee    316 (b)     Prohibition or impairment of
              to Securityholders                           Securityholders to payment

314 (c)       Evidence of compliance with      316 (c)     Right of Issuer to set record
              conditions precedent                         date for certain purposes

315 (a)       Duties of Trustee prior to       317 (a)     Special powers of Trustee
              default

315 (b)       Notice of default from Trustee   318 (a)     Provisions of Act to control
              to Securityholders                           in case of conflict

</TABLE>
<PAGE>
                                TABLE OF CONTENTS


                                                                            Page



ARTICLE ONE

         DEFINITIONS...........................................................2

         SECTION 1.1  Certain Terms Defined....................................2
         Additional Amounts....................................................3
         American Depositary Receipts or ADRs..................................3
         American Depositary Shares or ADSs....................................3
         Average Closing Price.................................................3
         Business Day..........................................................3
         Cash Dividend.........................................................3
         Closing Price.........................................................3
         Commission............................................................3
         Common Shares.........................................................3
         Common Shares Depositary..............................................3
         Conversion Agent......................................................3
         Conversion Price......................................................4
         Conversion Shares.....................................................4
         Corporate Trust Office................................................4
         covenant defeasance and defeasance....................................4
         Depositary............................................................4
         Dollar or U.S.$.......................................................4
         Effective Date........................................................4
         euro..................................................................4
         Event of Default......................................................4
         Executive Board.......................................................4
         Extraordinary Dividend................................................4
         Global Security.......................................................4
         Holder, Holder of Securities, Securityholder..........................5
         Indebtedness..........................................................5
         Indenture.............................................................5
         Interest..............................................................5
         Issuer................................................................5
         Major Subsidiaries....................................................5
         Mandatory Sinking Fund Payment........................................5
         Margin Stock..........................................................5
         Market Exchange Rate..................................................5
         Market Price..........................................................5
         New York Location.....................................................5
         Officers' Certificate.................................................5
         Opinion of Counsel....................................................6
         Optional Sinking Fund Payment.........................................6
         original issue date...................................................6
         Original Issue Discount Security......................................6
         Outstanding...........................................................6
         Overdue Rate..........................................................6
         Person................................................................7
         Principal.............................................................7
         Private Debt..........................................................7
         Public Debt...........................................................7
         record date...........................................................7
         Redemption Date.......................................................7
         Register..............................................................7
         Relevant Period.......................................................7
         Representative........................................................7
         Resolution............................................................7
         Responsible Officer...................................................7
         Security or Securities................................................7
         Security registrar....................................................8
         Senior Indebtedness...................................................8
         Series................................................................8
         Shares................................................................8
         Sinking Fund Payment Date.............................................8
         Specified Currency....................................................8
         Stock Exchange Trading Day............................................8
         Subordinated Indebtedness.............................................8
         Subsidiary............................................................8
         Total Current Dividend................................................8
         tranche...............................................................9
         Trustee...............................................................9
         Trust Indenture Act of 1939...........................................9
         U.S. Government Obligations...........................................9
         vice president........................................................9
         Yield to Maturity.....................................................9

ARTICLE TWO

         SECURITIES............................................................9

         SECTION 2.1  Forms Generally..........................................9
         SECTION 2.2  Form of Face of Security................................10
         SECTION 2.3  Form of Reverse of Security.............................13
         SECTION 2.4  Form of Trustee's Certificate of Authentication.........18
         SECTION 2.5  Amount Unlimited; Issuable in Series; Ranking...........18
         SECTION 2.6  Authentication and Delivery of Securities...............21
         SECTION 2.7  Execution of Securities.................................22
         SECTION 2.8  Certificate of Authentication...........................23
         SECTION 2.9  Denomination and Date of Securities; Payments of
                        Interest..............................................23
         SECTION 2.10  Registration, Transfer and Exchange....................24
         SECTION 2.11  Mutilated, Defaced, Destroyed, Lost and Stolen
                         Securities...........................................26
         SECTION 2.12  Cancellation of Securities Paid, etc...................27
         SECTION 2.13  Temporary Securities...................................27
         SECTION 2.14  CUSIP Numbers..........................................28
         SECTION 2.15  Form of Election to Convert............................28

ARTICLE THREE

         COVENANTS OF THE ISSUER..............................................30

         SECTION 3.1  Payment of Principal and Interest.......................30
         SECTION 3.2  Offices for Payments, etc...............................30
         SECTION 3.3  Paying Agents...........................................30
         SECTION 3.4  Limitation on Liens.....................................31
         SECTION 3.5  Notice of Default.......................................32
         SECTION 3.6  Calculation of Original Issue Discount..................32
         SECTION 3.7  Reports  32
         SECTION 3.8  Compliance Certificates.................................32
         SECTION 3.9  Payment of Additional Amounts...........................32

ARTICLE FOUR

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT......33

         SECTION 4.1  Events of Default.......................................33
         SECTION 4.2  Payment of Securities on Default; Suit Therefor.........36
         SECTION 4.3  Application of Moneys Collected by Trustee..............38
         SECTION 4.4  Proceedings by Trustee..................................39
         SECTION 4.5  Restoration of Rights on Abandonment of Proceedings.....39
         SECTION 4.6  Proceedings by Securityholders..........................39
         SECTION 4.7  Remedies Cumulative and Continuing......................40
         SECTION 4.8  Control by Securityholders..............................40
         SECTION 4.9  Waiver of Past Defaults.................................41

ARTICLE FIVE

         CONCERNING THE TRUSTEE...............................................41

         SECTION 5.1  Reliance on Documents, Opinions, etc.; No Requirement
                        for Expenditure of Own Funds..........................41
         SECTION 5.2  No Responsibility for Recitals, etc.....................42
         SECTION 5.3  Trustee and Agents May Hold Securities..................43
         SECTION 5.4  Moneys to Be Held in Trust..............................43
         SECTION 5.5  Compensation and Expenses of Trustee....................43
         SECTION 5.6  Right of Trustee to Rely on Officers' Certificate, etc..44
         SECTION 5.7  Eligibility of Trustee..................................44
         SECTION 5.8  Resignation or Removal of Trustee; Appointment of
                        Successor Trustee.....................................44
         SECTION 5.9  Acceptance of Appointment by Successor Trustee..........45
         SECTION 5.10  Merger, Conversion, Consolidation or Succession to
                         Business of Trustee..................................46
         SECTION 5.11  Reports by Trustee to Securityholders..................47
         SECTION 5.12  Trustee's Application for Instructions from the
                         Issuer...............................................47

ARTICLE SIX

         CONCERNING THE SECURITYHOLDERS.......................................47

         SECTION 6.1  Action by Securityholders...............................47
         SECTION 6.2  Proof of Execution by Securityholders...................48
         SECTION 6.3  Holders to Be Treated as Owners.........................49
         SECTION 6.4  Securities Owned by Issuer Deemed Not Outstanding.......49
         SECTION 6.5  Right of Revocation of Action Taken.....................49
         SECTION 6.6  Securityholders' Meetings; Purposes.....................50
         SECTION 6.7  Call of Meetings by Trustee.............................50
         SECTION 6.8  Call of Meetings by Issuer or Securityholders...........51
         SECTION 6.9  Qualifications for Voting...............................51
         SECTION 6.10  Quorum; Adjourned Meetings.............................51
         SECTION 6.11  Regulations............................................52
         SECTION 6.12  Voting  52
         SECTION 6.13  No Delay of Rights by Meeting..........................53
         SECTION 6.14  Written Consent in Lieu of Meeting.....................53

ARTICLE SEVEN

         SUPPLEMENTAL INDENTURES..............................................53

         SECTION 7.1  Supplemental Indentures Without Consent of
                         Securityholders......................................53
         SECTION 7.2  Supplemental Indentures With Consent of Securityholders.55
         SECTION 7.3  Effect of Supplemental Indenture........................56
         SECTION 7.4  Certain Documents to Be Given to Trustee................56
         SECTION 7.5  Notation on Securities..................................56

ARTICLE EIGHT

         CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE....................56

         SECTION 8.1  Issuer May Consolidate, etc., on Certain Terms..........56
         SECTION 8.2  Successor Corporation to Be Substituted.................57
         SECTION 8.3  Opinion of Counsel and Officers' Certificate to Be Given
                        to Trustee............................................57

ARTICLE NINE

         SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS............58

         SECTION 9.1  Satisfaction and Discharge of Indenture.................58
         SECTION 9.2  Funds Deposited with Trustee for Payment of Securities..58
         SECTION 9.3  Repayment of Moneys Held by Paying Agent................59
         SECTION 9.4  Return of Moneys Held by Trustee and Paying Agent
                        Unclaimed for Two Years...............................59
         SECTION 9.5  Issuer's Option to Effect Defeasance or Covenant
                        Defeasance............................................59
         SECTION 9.6  Defeasance and Discharge................................59
         SECTION 9.7  Covenant Defeasance.....................................60
         SECTION 9.8  Conditions to Defeasance or Covenant Defeasance.........60
         SECTION 9.9  Deposited Money and U.S. Government Obligations to Be
                        Held in Trust; Other Miscellaneous Provisions.........62

ARTICLE TEN

         REDEMPTION OF SECURITIES AND SINKING FUNDS...........................62

         SECTION 10.1  Applicability of Article...............................62
         SECTION 10.2  Notice of Redemption; Selection of Securities..........62
         SECTION 10.3  Payment of Securities Called for Redemption............64
         SECTION 10.4  Conversion Arrangement on Call for Redemption..........64
         SECTION 10.5  Exclusion of Certain Securities from Eligibility for
                         Selection for Redemption.............................65
         SECTION 10.6  Mandatory and Optional Sinking Funds...................65
         SECTION 10.7  Redemption for Tax Reasons.............................68

ARTICLE ELEVEN

         CONVERSION OF SECURITIES.............................................69

         SECTION 11.1  Conversion of Securities...............................69
         SECTION 11.2  Issuance of Shares on Conversion.......................69
         SECTION 11.3  No Adjustment for Interest or Dividends................70
         SECTION 11.4  Adjustment of Conversion Price.........................71
         SECTION 11.5  No Fractional Shares To Be Issued......................74
         SECTION 11.6  Preservation of Conversion Rights upon Consolidation,
                         Merger, Sale or Similar Event........................74
         SECTION 11.7  Notice to Holders of Securities Prior to Taking Certain
                         Types of Action......................................75
         SECTION 11.8  Covenant to Reserve Shares for Issuance on Conversion
                         of Securities........................................76
         SECTION 11.9  Compliance with Governmental Requirements..............76
         SECTION 11.10  Payment of Taxes upon Certificates for Common Shares
                          Issued upon Conversion..............................76
         SECTION 11.11  Trustee's Duties with Respect to Conversion
                          Provisions..........................................77

ARTICLE TWELVE

         SUBORDINATION........................................................77

         SECTION 12.1  Securities Subordinate to Senior Indebtedness..........77
         SECTION 12.2  Payment Over of Proceeds Upon Dissolution, etc.........77
         SECTION 12.3  Payment Permitted if No Dissolution, Bankruptcy or
                         Moratorium...........................................78
         SECTION 12.4  Subrogation to Rights of Holders of Senior
                         Indebtedness.........................................79
         SECTION 12.5  Provisions Solely to Define Relative Rights............79
         SECTION 12.6  Trustee to Effectuate Subordination....................80
         SECTION 12.7  No Waiver of Subordination Provisions..................80
         SECTION 12.8  Notice to Trustee......................................80
         SECTION 12.9  Reliance on Judicial Order or Certificate of
                         Liquidating Agent....................................81
         SECTION 12.10  Rights of Trustee as a Holder of Senior Indebtedness;
                          Preservation of Trustee's Rights....................81
         SECTION 12.11  Article Applicable to Paying Agents...................81
         SECTION 12.12  Not to Prevent Events of Default......................82
         SECTION 12.13  Securities Senior to Subordinated Indebtedness........82
         SECTION 12.14  Certain Conversions Deemed Payment....................82
         SECTION 12.15  Trustee Not Fiduciary for Holders of Senior
                          Indebtedness........................................82

ARTICLE THIRTEEN

         MISCELLANEOUS PROVISIONS.............................................82

         SECTION 13.1  Incorporators, Shareholders, Officers, Members of the
                         Executive Board and Members Supervisory Board of
                         Issuer Exempt from Individual Liability..............82
         SECTION 13.2  Provisions of Indenture for the Sole Benefit of Parties
                         and Securityholders..................................83
         SECTION 13.3  Successors and Assigns of Issuer Bound by Indenture....83
         SECTION 13.4  Notices and Demands on Issuer, Trustee and
                         Securityholders......................................83
         SECTION 13.5  Officers' Certificates and Opinions of Counsel;
                         Statements to Be Contained Therein...................84
         SECTION 13.6  Official Acts by Successor Entity......................84
         SECTION 13.7  Payments Due on Saturdays, Sundays and Legal Holidays..85
         SECTION 13.8  NEW YORK LAW TO GOVERN.................................85

<PAGE>
          THIS  SUBORDINATED  DEBT  INDENTURE,  dated as of  September  30, 1998
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").


                              W I T N E S S E T H:


          WHEREAS,  the Issuer has duly authorized the execution and delivery of
this  Indenture  for the  issuance  from  time to time of its  unsecured  bonds,
debentures,  notes and other  evidences of  indebtedness  to be issued in one or
more  series  (the  "Securities")  up to such  principal  amount or amounts  and
denominated in United States dollars or foreign  currency or units or composites
of two or more thereof as may from time to time be authorized in accordance with
the terms of this Indenture,  which Securities shall be subordinated in right of
payment to all Senior  Indebtedness  of the Issuer,  pursuant to Article  Twelve
hereof, and to provide, among other things, for the authentication, delivery and
administration  thereof,  the  Issuer  has duly  authorized  the  execution  and
delivery of this Indenture; and

          WHEREAS,  all things  necessary to make this Indenture,  when executed
and delivered by the parties hereto,  a valid indenture and agreement  according
to its terms, have been done;

          NOW, THEREFORE:

          In  consideration  of the premises and the purchases of the Securities
by the Holders thereof,  the Issuer and the Trustee mutually  covenant and agree
for the equal and proportionate  benefit of the respective  Holders from time to
time of the Securities as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

          SECTION 1.1 Certain  Terms  Defined.  The  following  terms (except as
herein  otherwise  expressly  provided or unless the context  otherwise  clearly
requires) for all purposes of this  Indenture and of any indenture  supplemental
hereto shall have the respective  meanings specified in this Section.  All other
terms used in this  Indenture  that are  defined in the Trust  Indenture  Act of
1939, as amended to the date of this  Indenture as originally  executed,  or the
definitions  of which in the  Securities  Act of 1933, as amended to the date of
this Indenture as originally  executed,  are referred to in the Trust  Indenture
Act of 1939 (except as herein otherwise expressly provided or unless the context
otherwise clearly  requires),  shall have the meanings assigned to such terms in
said Trust  Indenture Act and in said  Securities Act as in force at the date of
this  Indenture.  All  accounting  terms not otherwise  defined  herein have the
meanings  assigned to them in  accordance  with  generally  accepted  accounting
principles  (whether or not such is indicated herein),  and, except as otherwise
herein expressly provided,  the term "generally accepted accounting  principles"
with respect to any computation  required or permitted hereunder shall mean such
accounting  principles as are generally  accepted in The Netherlands at the date
of such  computation.  The words  "herein",  "hereof" and  "hereunder" and other
words of  similar  import  refer  to this  Indenture  as a whole  and not to any
particular  Article,  Section or other  subdivision.  The terms  defined in this
Article  have the  meanings  assigned  to them in this  Article  and include the
plural as well as the singular.

          "Additional Amounts" has the meaning specified in Section 3.9.

          "American   Depositary   Receipts"  or  "ADRs"  shall  mean   American
Depositary  Receipts issued by the Common Shares Depositary  evidencing American
Depositary Shares.

          "American  Depositary  Shares"  or "ADSs"  shall  mean the  securities
representing  the interest in the Common Shares deposited with the Common Shares
Depositary.

          "Average  Closing Price" means the arithmetic  average of the official
closing price per Common Share quoted on the  AEX-Stock  Exchange for each Stock
Exchange Trading Day during the Relevant Period.

          "Borrowed  Moneys" means any  indebtedness  for borrowed money with an
original maturity of 12 months or more, the aggregate  principal amount of which
is greater than NLG 10,000,000 or the  equivalent  thereof in any other currency
or currencies.

          "Business Day" means, except as otherwise provided pursuant to Section
2.5 for  Securities of any series,  any day that is not a Saturday or Sunday and
that is not a day on which  banking  institutions  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.

          "Cash Dividend" has the meaning specified in Section 11.4.

          "Closing Price" on any day means the official closing price per Common
Share quoted on the AEX-Stock Exchange for such day.

          "Commission"  means the  Securities and Exchange  Commission,  as from
time to time constituted,  created under the Securities Exchange Act of 1934, as
amended,  or if at any time after the execution  and delivery of this  Indenture
such  Commission  is not existing and  performing  the duties now assigned to it
under the Trust  Indenture Act of 1939,  then the body performing such duties on
such date.

          "Common Shares" means the common shares, par value NLG 0.50 per share,
of the Issuer,  as designated on the date hereof,  and all shares resulting from
any reclassification of such common shares.

          "Common Shares Depositary" shall mean The Bank of New York, a New York
banking corporation, as depositary, or any successor as such depositary.

          "Conversion Agent" has the meaning specified in Section 3.2.

          "Conversion  Price" means the price at which the  Securities  shall be
convertible into Common Shares, such price to be established pursuant to Section
2.5 and to be subject to adjustment as provided in Section 11.4.

          "Conversion Shares" has the meaning specified in Section 11.2.

          "Corporate  Trust Office" means the office of the Trustee at which the
corporate  trust  business of the Trustee  shall,  at any  particular  time,  be
principally  administered,  which  office at the date  hereof is  located at 101
Barclay Street, Floor 21 West, New York, NY 10286.

          "covenant  defeasance" and "defeasance"  have the meanings assigned to
such terms, respectively, by Sections 9.7 and 9.6.

          "Depositary"  means,  with respect to the  Securities of any series or
tranche  issuable  or issued in the form of one or more Global  Securities,  the
Person  designated  as  Depositary  for such  Global  Securities  by the  Issuer
pursuant  to Section  2.6 until a  successor  Depositary  shall have become such
pursuant  to  the  applicable  provisions  of  this  Indenture,  and  thereafter
"Depositary" shall mean or include each Person who is then a Depositary for such
Global  Securities,  and if at any time there is more than one Person designated
as  Depositary  for  Global  Securities  of  a  particular  series  or  tranche,
"Depositary",  as used with respect to the Securities of such series or tranche,
means  the  Depositary  with  respect  to  the  particular  Global  Security  or
Securities.

          "Dollar" or "U.S.$" means the coin or currency of the United States of
America as at the time of payment is legal  tender for the payment of public and
private debts.

          "Effective  Date" means (i) any day on which Common Shares shall trade
on the AEX-Stock Exchange  excluding the relevant right or entitlement  relating
to an event giving rise to an adjustment of the Conversion  Price or (ii) if the
foregoing  provision is 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.

          "euro" means the currency to be  introduced  at the start of the third
stage of economic and monetary  union  pursuant to the treaty  establishing  the
European Community.

          "Event of Default"  means any event or condition  specified as such in
Section 4.1.

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

          "Extraordinary  Dividend"  means the amount by which the Total Current
Dividend  exceeds the Cash  Dividends  paid or declared on the Common Shares for
the fiscal year of the Issuer immediately preceding the Effective Date.

          "Global  Security"  means  a  Security  evidencing  all or a part of a
series or tranche of  Securities,  issued to the  Depositary  for such series or
tranche,  as the case may be, in  accordance  with  Section  2.6 and bearing the
legend prescribed in Section 2.6.

          "Holder",  "Holder of Securities",  "Securityholder"  or other similar
terms means a Person in whose name a Security is registered in the Register.

          "Indebtedness"  means  all  indebtedness  for money  that is  created,
assumed,  incurred  or  guaranteed  in any manner by the Issuer or for which the
Issuer is otherwise responsible or liable.

          "Indenture" means this instrument as originally executed and delivered
or,  if  amended  or  supplemented  as herein  provided,  as so  amended  and/or
supplemented  from time to time,  and shall include (i) for all purposes of this
instrument and any supplemental indenture, the provisions of the Trust Indenture
Act of 1939 that are deemed to be a part of and govern this  instrument  and any
such  supplemental  indenture,  respectively,  and (ii) the  forms  and terms of
particular series of Securities established as contemplated hereunder.

          "Interest"  means,  when used with respect to a  non-interest  bearing
Security,  interest  payable  after the  principal  thereof  has  become due and
payable  whether  at  maturity,  by  declaration  of  acceleration,  by call for
redemption, pursuant to a sinking fund or otherwise.

          "Issuer" means  Koninklijke  Ahold N.V., a company organized under the
laws  of The  Netherlands  with  its  corporate  seat in  Zaandam  (municipality
Zaanstad),  The Netherlands,  until any successor company shall have become such
pursuant to Article  Eight and  thereafter  "Issuer"  shall mean such  successor
except as otherwise provided in Section 8.2.

          "Major  Subsidiaries"  means any company or entity of which the Issuer
directly or  indirectly  has control and of which the total assets exceed 10% of
the Issuer's consolidated assets.

          "Mandatory  Sinking Fund Payment" has the meaning set forth in Section
10.6.

          "Margin  Stock" has the meaning  assigned that term in Regulation U of
the Board of Governors of the Federal  Reserve  System of the United  States (or
any successor) as in effect from time to time.

          "Market Exchange Rate" has the meaning set forth in Section 6.1.

          "Market  Price"  on any day  means  the  arithmetic  mean of the daily
official  closing prices quoted for the Common Shares on the AEX-Stock  Exchange
for the ten  consecutive  Stock  Exchange  Trading Days ending on the earlier of
such day and the Stock Exchange Trading Day immediately  preceding the Effective
Date.

          "New York  Location"  means the location in the Borough of  Manhattan,
The City of New York, at which at any particular  time the Trustee  receives and
redelivers Securities.

          "Officers'  Certificate" when used with respect to the Issuer, means a
certificate  signed by any two of the following:  the  president,  any executive
vice president or the secretary of the Issuer and delivered to the Trustee. Each
such  certificate  shall include the statements  required by the Trust Indenture
Act of 1939 or as provided for in Section  13.5,  if and to the extent  required
hereby.

          "Opinion  of  Counsel"  means an opinion  in  writing  signed by legal
counsel who may be an employee  of or counsel to the Issuer.  Each such  opinion
shall include the statements  required by the Trust  Indenture Act of 1939 or as
provided for in Section 13.5, if and to the extent required hereby.

          "Optional  Sinking Fund  Payment" has the meaning set forth in Section
10.6.

          "original  issue date" of any Security (or portion  thereof) means the
earlier of (a) the date of such  Security  or (b) the date of any  Security  (or
portion  thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

          "Original  Issue Discount  Security"  means any Security that provides
for an amount less than the principal  amount thereof to be due and payable upon
redemption or a declaration of acceleration of the maturity  thereof pursuant to
Section 4.1.

          "Outstanding" (except as otherwise required by the Trust Indenture Act
of  1939),  when  used with  reference  to  Securities,  shall,  subject  to the
provisions  of Section 6.4,  mean, as of any  particular  time,  all  Securities
theretofore  authenticated  and delivered by the Trustee  under this  Indenture,
except

          (a) Securities theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (b) Securities, or portions thereof, which have become due and for the
     payment or redemption  of which moneys in the  necessary  amount shall have
     been  theretofore  deposited  in trust with the  Trustee or with any paying
     agent (other than the Issuer) or shall have been set aside,  segregated and
     held in trust by the Issuer  for the  Holders  of such  Securities  (if the
     Issuer shall act as its own paying agent); and

          (c)  Securities  in  lieu  of  or  in  substitution  for  which  other
     Securities  shall have been  authenticated  and  delivered  pursuant to the
     terms of Section  2.11,  or which shall have been paid  pursuant to Section
     2.11.

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have given any request,  demand,
authorization,  direction,  notice,  consent or waiver hereunder,  the principal
amount that shall be deemed to be  Outstanding  for such purposes in the case of
an Original Issue Discount Security or (unless as otherwise established pursuant
to Section 2.5) in the case of a Security  which  provides  that an amount other
than the face amount thereof will or may be payable upon the maturity thereof or
a declaration of acceleration of the maturity thereof shall be the amount of the
principal  thereof  that  would  be due  and  payable  as of the  date  of  such
determination  upon  a  declaration  of  acceleration  of the  maturity  thereof
pursuant to Section 4.1.

          "Overdue Rate" means,  unless otherwise specified in the Securities of
any series, the same rate as the rate of interest specified in the Securities of
such series or, in the case of a series of Original Issue  Discount  Securities,
the Yield to Maturity of such series of Securities.

          "Person"  means  any  individual,   corporation,   partnership,  joint
venture, association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

          "Principal"  whenever  used with  reference to the  Securities  or any
Security or any portion  thereof,  shall be deemed to include "and  premium,  if
any".

          "Private Debt" means loans, debts, guarantees and/or other obligations
of the  Issuer in excess of 30% of the total  consolidated  fixed  assets of the
Issuer and its subsidiaries, not being Public Debt.

          "Public Debt" means any loan,  debt,  guarantee or other obligation of
the Issuer represented by or securing bonds, notes, debentures or other publicly
issued debt securities  which are, or are capable of being,  traded or listed on
any stock exchange or other organized financial market.

          "record date" has the meaning set forth in Section 2.9.

          "Redemption Date" has the meaning set forth in Section 10.7.

          "Register" has the meaning set forth in Section 2.10.

          "Relevant  Period"  means the  period  beginning  on the  first  Stock
Exchange  Trading  day after the  Effective  Date for the  first  Cash  Dividend
aggregated  in the Total  Current  Dividend,  and  ending on the Stock  Exchange
Trading Day immediately preceding the Effective Date for the Cash Dividend which
caused the adjustment to the Conversion Price; provided,  however, that if there
were no Cash Dividends in the 365 consecutive day period prior to this Effective
Date, the Relevant Period will be the entire period of the 365 consecutive days.

          "Representative"  means the indenture trustee or other trustee,  agent
or representative for an issue of Senior  Indebtedness or, in case of any Senior
Indebtedness for which there is no indenture  trustee,  other trustee,  agent or
representative, any holder of such Senior Indebtedness.

          "Resolution"  means a resolution  of the  Executive  Board,  including
without  limitation any such resolution by which or pursuant to which any series
of Securities is authorized and established pursuant to Section 2.5.

          "Responsible  Officer",  when used with respect to the Trustee,  means
any vice president,  the treasurer, any senior trust officer, trust officer, any
assistant trust officer, any assistant vice president,  any assistant treasurer,
or any other officer or assistant officer of the Trustee customarily  performing
functions  similar to those  performed  by the  persons who at the time shall be
such officers,  respectively,  or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

          "Security" or "Securities"  (except as otherwise required by the Trust
Indenture  Act of 1939) has the  meaning  stated in the  first  recital  of this
Indenture  or means any  Securities  that have been  issued,  authenticated  and
delivered under this Indenture, as the context may require.

          "Security registrar" has the meaning set forth in Section 2.10.

          "Senior  Indebtedness" means the principal of and premium, if any, and
interest on any Indebtedness of the Issuer currently outstanding or to be issued
after the date of this Indenture unless by the terms of the instrument  creating
or  evidencing  such  Indebtedness  it is not  senior in right of payment to the
Securities;  provided, however, that "Senior Indebtedness" shall not include (1)
the Issuer's 7 5/8%  Subordinated  Bonds 1993 due 2000, (2) the Issuer's  5.875%
Subordinated  Bonds 1997 due December 19, 2005 and (3) any subordinated loans of
the Issuer issued after the date of this Indenture.

          "Series", as used in the definitions of "Indenture" and "Overdue Rate"
in this  Section  1.1 and as used in  Section  2.5  (except as used in the first
sentence of the second paragraph  thereof and in the first and last sentences of
the third paragraph  thereof),  2.9, 2.10,  2.11, 2.13, 3.1, 3.2, 3.3 (except as
used in the  fourth  paragraph  thereof),  10.1,  10.2,  10.3  and  10.5,  means
"tranche" for any  Securities of a series of Securities  consisting of more than
one tranche.

          "Shares" means Common Shares and/or American Depositary Shares.

          "Sinking Fund Payment Date" has the meaning set forth in Section 10.6.

          "Specified Currency" has the meaning set forth in Section 6.1.

          "Stock  Exchange  Trading Day" means a day that AEX-Stock  Exchange is
open for trading.

          "Subordinated Indebtedness" means all the principal,  premium, if any,
accrued and unpaid interest  (including interest accruing on or after the filing
of any  petition  in  bankruptcy  or for  reorganization  relating to the Issuer
whether or not a claim for post-filing  interest is allowed in such  proceeding)
of Indebtedness of the Issuer,  whether any such  Indebtedness  exists as of the
date of this  Indenture or shall  thereafter  be created,  incurred,  assumed or
guaranteed by the Issuer, which by its terms is expressly  subordinated in right
of payment to the Securities.

          "Subsidiary" means any corporation or other entity of which at least a
majority of the  outstanding  stock or other ownership  interests  having by the
terms thereof  ordinary voting power for the election of directors,  managers or
trustees of such corporation or other entity or other Persons performing similar
functions  (irrespective  of whether or not at the time stock or other ownership
interests  of any other  class or classes of such  corporation  or other  entity
shall  have or  might  have  voting  power by  reason  of the  happening  of any
contingency)  is at the time directly or indirectly  owned, or controlled by the
Issuer, or by one or more other  Subsidiaries,  or by the Issuer and one or more
other Subsidiaries.

          "Total Current Dividend" has the meaning specified in Section 11.4.

          "tranche"  means all  Securities  of the same  series  having the same
original  issue  date,  interest  rate,   maturity,   repayment  and  redemption
provisions.

          "Trustee"  means  the  Person  identified  as  "Trustee"  in the first
paragraph  hereof and,  subject to the  provisions of Article  Five,  shall also
include any successor  trustee.  If pursuant to the provisions of this Indenture
there shall be at any time more than one Trustee  hereunder,  the term "Trustee"
as used with  respect  to  Securities  of any series  shall mean the  Trustee or
Trustees with respect to the Securities of that series.

          "Trust  Indenture  Act of  1939"  (except  as  otherwise  provided  in
Sections 7.1 and 7.2) means the Trust  Indenture Act of 1939, as amended,  as in
force at the date as of which this Indenture was originally executed;  provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date,  "Trust  Indenture Act of 1939" means,  to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

          "U.S.  Government  Obligations"  has the  meaning set forth in Section
9.8.

          "vice  president",  when used with respect to the  Trustee,  means any
vice  president,  whether or not designated by a number or a word or words added
before or after the title of "vice president".

          "Yield to Maturity"  means, in the case of any Original Issue Discount
Security,  the yield to maturity  specified in such  Security or in a Resolution
relating thereto.

                                   ARTICLE TWO

                                   SECURITIES

          SECTION 2.1 Forms  Generally.  The  Securities of each series shall be
substantially  in the form set forth in this  Article,  or in such other form as
shall be established by or pursuant to a Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate  insertions,  omissions,
substitutions  and  other  variations  as are  required  or  permitted  by  this
Indenture and may have imprinted or otherwise  reproduced  thereon such letters,
numbers or other marks of identification and such legends or endorsements as may
be required to comply with any  applicable  law,  rule or regulation or with the
rules of any securities  exchange or as may,  consistent  with the provisions of
this  Indenture,  be determined by the officers  executing such  Securities,  as
evidenced by their execution of the Securities. In the case of Securities of any
series  that  are  denominated  in  a  coin  or  currency  (including  composite
currencies or currency units) that is, or may be, replaced by the euro, the form
of such Securities may contain such  insertions,  omissions,  substitutions  and
other variations as may be deemed appropriate or required.

          The definitive  Securities shall be printed,  lithographed or engraved
on steel  engraved  borders  or may be  produced  in any  other  manner,  all as
determined  by the officers  executing  such  Securities,  as evidenced by their
execution of such Securities.

          In the case of  Securities of any series that are  convertible  at the
option  of  Holders  into  Shares,  the form of  election  to  convert  shall be
substantially  in the form set forth in Section  2.15,  or in such other form as
shall be established by or pursuant to a Resolution or in one or more indentures
supplemental hereto, in each case with such appropriate  insertions,  omissions,
substitutions  and  other  variations  as are  required  or  permitted  by  this
Indenture and may be imprinted or otherwise reproduced on the Securities of such
series.

          SECTION 2.2 Form of Face of Security.  [If the Security is an Original
Issue Discount Security, insert any legend required by the Internal Revenue Code
of 1986, as amended and the regulations thereunder.]

No.

[U.S.$]_____________                                          CUSIP No. ________

                             KONINKLIJKE AHOLD N.V.

                         [Insert Designation of Series]


          Koninklijke  Ahold N.V., a company duly  organized and existing  under
the laws of The  Netherlands  with its corporate  seat in Zaandam  (municipality
Zaanstad),  The  Netherlands  (herein called the "Issuer"),  for value received,
hereby promises to pay to ________,  or registered assigns, the principal sum of
____________________  on  _______________  [if the Security is to bear  interest
prior  to  maturity,   insert--,   and  to  pay  interest  thereon  [[insert  as
applicable--annually  or  semi-annually  or quarterly]] on [[insert  appropriate
interest  payment  dates]]  (the  "Interest  Payment  Date[[s]]")  in each year,
commencing  _____________,  [insert--at  the  rate  of  __%  per  annum  or,  if
applicable, insert the method for determining the adjustable,  floating or other
form of variable  interest  rate borne by the  Securities]  until the  principal
hereof is paid or made available for payment [if applicable,  insert --, and (to
the extent that the payment of such interest  shall be legally  enforceable)  at
the rate of __% per annum on any overdue  principal and premium,  if any, and on
any overdue  installment  of  interest].  Notwithstanding  the  foregoing,  this
Security shall bear interest from the most recent Interest Payment Date to which
interest in respect  hereof has been paid or duly provided  for,  unless (i) the
date  hereof  is such an  Interest  Payment  Date,  in which  case from the date
hereof,  or (ii) no interest has been paid on this Security,  in which case from
____________; provided, however, that if the Issuer shall default in the payment
of interest due on the date hereof,  then this Security shall bear interest from
the next preceding  Interest Payment Date to which Interest has been paid or, if
no interest has been paid on this Security from  __________.  [If the Issuer has
the right to  deliver  Common  Shares in  payment,  in whole or in part,  of the
principal and accrued interest due at maturity,  insert applicable  provisions.]
Notwithstanding the foregoing, if the date hereof is after the _________ [insert
if  applicable--or  __________]  (whether  or not a Business  Day) (the  "Record
Date")  [insert if  applicable,  as the case may be,] next preceding an Interest
Payment Date and before such  Interest  Payment Date,  this Security  shall bear
interest from such Interest Payment Date; provided,  however, that if the Issuer
shall default in the payment of interest due on such Interest Payment Date, then
this Security shall bear interest from the next preceding  Interest Payment Date
to  which  interest  has been  paid or,  if no  interest  has been  paid on this
Security,  from _________.  The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will,  subject to certain  exceptions
provided in the  Indenture  referred to on the  reverse  hereof,  be paid to the
Person in whose name this Security is registered at the close of business on the
Record  Date  next  preceding  such  Interest  Payment  Date.  Unless  otherwise
specified for the Security  pursuant to Section 2.5,  insert - [Interest on this
Security  will be  computed  and paid on the basis of a  360-day  year of twelve
30-day months.]

          [If  the  Security  is  not  to  bear  interest   prior  to  maturity,
insert--The  principal of this Security  shall not bear  interest  except in the
case of a default in payment of principal upon acceleration,  upon redemption or
at maturity and in such case the overdue  principal of this Security  shall bear
interest  at the rate of __% per annum (to the extent  that the  payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such  principal  has been made or duly
provided for. Interest on any overdue principal shall be payable on demand.  Any
such interest on any overdue  principal that is not so paid on demand shall bear
interest  at the rate of __% per annum (to the extent  that the  payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date  payment of such  interest  has been made or duly
provided for, and such interest shall also be payable on demand.]

          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.

          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.

          Payment of the  principal  of and [if  applicable,  insert--any  such]
interest  on this  Security  will be made at the  office or agency of the Issuer
maintained  for that purpose in [insert the places of  payment],  in [insert the
currency or currencies of payment]; provided, however, that at the option of the
Issuer  payment of  interest  may be made by check  mailed to the address of the
Person entitled thereto as such address shall appear in the Security register.

          [If the Security is an extendible security,  insert--The Securities of
this series are  subject to  repayment  on [insert  provisions  with  respect to
repayment date or dates] at the option of the Holders thereof  exercisable on or
before the  _________________,  but not prior to the  _______________  preceding
such ____________, at a repayment price equal to the principal amount thereof to
be repaid,  together with  interest  payable  thereon to the repayment  date, as
described on the reverse side hereof.]

          Reference is hereby made to the further  provisions  of this  Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

          Unless the certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.


          IN WITNESS WHEREOF, this instrument has been duly executed in the name
of the Issuer.

                                                  KONINKLIJKE AHOLD N.V.



                                                  By____________________________

Attest:

          SECTION 2.3 Form of Reverse of Security.

                             KONINKLIJKE AHOLD N.V.

          This Security is one of a duly  authorized  issue of securities of the
Issuer (herein called the "Securities"),  issued and to be issued in one or more
series  under  an  Indenture,   dated  as  of  [  ],  1998  (herein  called  the
"Indenture"),  between the Issuer and The Bank of New York,  a New York  banking
corporation,  as Trustee (herein called the  "Trustee"),  to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Issuer,  the Trustee and the Holders of the  Securities and of
the terms  upon  which the  Securities  are,  and are to be,  authenticated  and
delivered.  This Security is one of the series designated on the face hereof [if
applicable,  insert--limited  in aggregate  principal amount to _________].  The
separate  series of  Securities  may be issued in  various  aggregate  principal
amounts, may mature at different times, may bear interest,  if any, at different
rates,  may be subject  to  different  redemption  provisions  (if any),  may be
subject to  different  sinking or purchase  funds (if any),  may have  different
conversion provisions (if any), may be subject to different repayment provisions
(if any),  may be subject to different  covenants  and Events of Default and may
otherwise vary as in the Indenture provided. The Indenture further provides that
the Securities of a single series may be issued at various times, with different
maturity dates, may bear interest, if any, at different rates, may be subject to
different redemption provisions (if any), may be subject to different sinking or
purchase funds (if any) and may be subject to different repayment provisions (if
any).

          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.

          [If applicable,  insert--The  Securities of this series are subject to
redemption  upon not less  than 30 nor more than 60 days'  notice by mail,  [[if
applicable,  insert --(1) on ______ in any year  commencing with the year ______
and ending with the year ____  through  operation  of the sinking  fund for this
series (as more fully  described in the next  succeeding  paragraph) at [[insert
either--a  redemption  price  equal  to  100%  of the  principal  amount  of the
Securities  to be  redeemed  or the  redemption  prices for  redemption  through
operation of the sinking fund (expressed as percentages of the principal amount)
set  forth  in the  table  below,]],  and  (2)]] at any  time  [[if  applicable,
insert--on  or after  ________]],  as a whole or in part, at the election of the
Issuer, at the [[insert either--following redemption prices or redemption prices
for redemption otherwise than through operation of the sinking fund]] (expressed
as percentages of the principal amount): if redeemed [[if applicable, insert--on
or before ________,  __%, and if redeemed]] during the 12-month period beginning
________ of the years indicated,

                                                            [[If applicable,
                           Redemption Price                      insert --
                             for Redemption                      Price
                           [[if applicable,                       For Redemption
                           insert --                              Otherwise Than

                               Through Operation               Through Operation
                                    of the                          of the
          Year                   Sinking Fund]]                  Sinking Fund]]

and  thereafter  at a  redemption  price  equal to __% of the  principal  amount
thereof,  together in the case of any such redemption (whether through operation
of the sinking fund or  otherwise)  with accrued  interest to the date fixed for
redemption,  but interest  installments  maturing on or prior to such Redemption
Date will be payable to the Holders of such Securities of record at the close of
business on the  relevant  Record Dates  referred to on the face hereof,  all as
provided in the Indenture.]

          [If applicable,  insert--The sinking fund for this series provides for
the  redemption on ________ in each year beginning with the year ____ and ending
with the year ____ of [[not less than]]  [U.S.$]________  [[("mandatory  sinking
fund payments") and not more than  [U.S.$]________]]  aggregate principal amount
of Securities of this series.] [If applicable, insert--Securities of this series
acquired or redeemed by the Issuer otherwise than through  [[mandatory]] sinking
fund payments [[if applicable, insert--and Securities of this series surrendered
to the Issuer for conversion]] may be credited against subsequent  [[mandatory]]
sinking fund payments otherwise required to be made.]

          [If applicable,  insert--Notwithstanding the foregoing, the Issuer may
not, prior to ________,  redeem any Securities of this series as contemplated by
[[Clause  (2) of]]  the  [[second]]  preceding  paragraph  as a part  of,  or in
anticipation  of,  any  refunding  operation  by the  application,  directly  or
indirectly, of moneys borrowed having an interest cost to the Issuer (calculated
in accordance with generally accepted  financial  practice) of less than __% per
annum.]

          [If applicable,  insert--Partial  redemptions must be in an amount not
less than [U.S.$]______________ principal amount of Securities.]

          [If applicable, insert--In the event of redemption of this Security in
part only,  a new  Security  or  Securities  of this  series for the  unredeemed
portion  hereof having the same interest rate and maturity as this Security will
be issued in the name of the Holder hereof upon the cancellation hereof.]

          [If the Holders have the right to cause the Issuer to redeem, purchase
or repay in  certain  circumstances,  the  Security  prior to  maturity,  insert
applicable provisions.]

          [If the Security is convertible at the option of the Holder,  insert--
Subject to the provisions of the Indenture,  the Holder hereof has the right, at
his option at any time until the close of business of the third Business Day (as
hereinafter  defined)  preceding the maturity date hereof  (except that, in case
this Security shall be called for redemption  before maturity,  such right shall
terminate  in respect of this  Security  at the close of  business  on the third
Business Day preceding the date fixed for redemption of this Security unless the
Issuer  shall  default in payment  due upon such  redemption),  to convert  this
Security (or any portion hereof which is [[insert minimum  denomination]]  or an
integral multiple  thereof) into fully paid and  nonassessable  Common Shares of
the Issuer, or American  Depositary Shares evidencing such Common Shares ("ADSs"
and,  together with such Common  Shares,  "Shares"),  at the initial  Conversion
Price  of  [[U.S.$]]_________  per  share  of  Common  Share,  subject  to  such
adjustment, if any, of the Conversion Price and the securities or other property
issuable upon  conversion as may be required by the provisions of the Indenture,
but only upon  surrender  of this  Security to the Trustee or to the  Conversion
Agent for surrender to the Issuer in accordance  with the  instructions  on file
with the  Conversion  Agent,  accompanied  by a written  notice of  election  to
convert,  which  shall be  substantially  in the  Form of  Election  to  Convert
contained in the Indenture,  and (if required by the Issuer) by an instrument or
instruments of transfer,  in form  satisfactory to the Issuer,  duly executed by
the Holder or by his attorney duly authorized in writing.]

          [If the Security is subject to mandatory  conversion  or conversion at
the option of the Issuer, insert applicable provisions.]

          [If the Security is convertible into Common Shares, insert--No payment
or adjustment is to be made on conversion of this Security for interest  accrued
hereon or for  dividends  on Common  Shares  issued on  conversion  or on Common
Shares  underlying ADSs issued on conversion;  provided,  however,  that if this
Security is surrendered  for  conversion  after the Record Date for a payment of
interest and on or before the Interest Payment Date, then,  notwithstanding such
conversion,  the interest falling due to such Interest Payment Date will be paid
to the person in whose name this Security is registered at the close of business
on such Record  Date and any  Security  surrendered  for  conversion  during the
period  from the close of business on any Record Date to the opening of business
on the corresponding  Interest Payment Date must be accompanied by payment of an
amount  equal  to the  interest  payable  on  such  Interest  Payment  Date.  No
fractional Shares shall be issuable upon any conversion, but in lieu thereof the
Issuer shall make an adjustment therefor in cash as provided in the Indenture.]

          [If  the  Security  is  not  an  Original  Issue  Discount   Security,
insert--If  an Event of Default with respect to  Securities of this series shall
occur and be continuing, then the Trustee or the Holders of not less than 25% in
aggregate  principal  amount  (calculated  as provided in the  Indenture) of the
Securities  of this series then  Outstanding  may declare the  principal  of the
Securities of this series and accrued  interest  thereon,  if any, to be due and
payable in the manner and with the effect  provided in the  Indenture.]  [If the
Security is an Original Issue Discount Security,  insert--If an Event of Default
with respect to  Securities of this series shall occur and be  continuing,  then
the Trustee or the Holders of not less than 25% in  aggregate  principal  amount
(calculated  as provided in the Indenture) of the Securities of this series then
Outstanding  may declare an amount of principal of the Securities of this series
due and  payable in the manner and with the effect  provided  in the  Indenture.
Such amount shall be equal to [[insert formula for determining the amount]].]

          [If the Security is an extendible security, insert --The Securities of
this series are subject to repayment in whole, or in part, on [insert month, day
and  years],  in  increments  of  _______ or  multiples  of _______ in excess of
______,  provided  that the portion of the  principal  amount of any Security of
this  series  not being  repaid  shall be at least  _____,  at the option of the
Holder thereof at a repayment price equal to the principal  amount thereof to be
repaid,  together with interest  payable thereon to the repayment date. For this
Security to be repaid at the option of the Holder,  the Trustee  must receive at
the Corporate  Trust Office or the New York  Location,  on or before the [insert
month and day] or, if such [insert  month and day] is not a day other than a day
on which banking institutions in the Borough of Manhattan, the City and State of
New York are  authorized  or required by law or regulation to close (a "Business
Day"), the next succeeding  Business Day, but not earlier than the [insert month
and day] prior to the [insert month and day] on which the  repayment  price will
be paid (i) this Security,  with the form entitled  "Option to Elect  Repayment"
below duly completed,  or (ii) a facsimile  transmission or letter from a member
of a national  securities  exchange or the National  Association  of  Securities
Dealers,  Inc. or a  commercial  bank or trust  company in the United  States of
America  setting  forth the name of the Holder of this  Security,  the principal
amount of the Security,  the amount of such  Security to be repaid,  a statement
that the option to elect  repayment is being made  thereby and a guarantee  that
the Security to be repaid with the form entitled  "Option to Elect Repayment" on
the reverse  thereof duly completed will be received by the Issuer no later than
five Business Days after the date of such facsimile  transmission or letter, and
such  Security and form duly  completed are received by the Issuer by such fifth
Business Day. Either form of notice duly received on or before the [insert month
and day]  preceding  any such [insert month and day] shall be  irrevocable.  All
questions  as to the  validity,  eligibility  (including  time of  receipt)  and
acceptance of any  Securities of this series for repayment will be determined by
the Issuer, whose determination shall be final and binding.]

          The Securities are subordinated in right of payment, in the manner and
to the extent set forth in the  Indenture,  to the prior  payment in full of all
Senior  Indebtedness  of the  Issuer  whether  outstanding  on the  date  of the
Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by
his acceptance  hereof agrees to be bound by such  provisions and authorizes and
expressly  directs the  Trustee,  on his  behalf,  to take such action as may be
necessary or  appropriate to effectuate  the  subordination  provided for in the
Indenture and appoints the Trustee his attorney-in-fact for such purpose.

          The Indenture  permits,  with certain  exceptions as therein provided,
the amendment or  supplementing  thereof and the  modification of the rights and
obligations  of the Issuer and the rights of the  Holders of the  Securities  of
each series to be affected under the Indenture at any time by the Issuer and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount  (calculated as provided in the Indenture) of the Securities at
the time  Outstanding  of all series to be affected (all such series voting as a
single class). The Indenture also contains provisions  permitting the Holders of
not less than a majority in aggregate  principal amount  (calculated as provided
in the  Indenture) of the Securities of any series at the time  Outstanding,  on
behalf of the Holders of all  Securities  of such series,  to waive certain past
defaults or Events of Default under the Indenture  and the  consequences  of any
such defaults or Events of Default.  Any such consent or waiver (unless  revoked
as provided in the  Indenture)  shall be conclusive  and binding upon any Holder
and upon all future Holders of this Security and of any Security issued upon the
registration  of  transfer  hereof or in  exchange  herefor  or in lieu  hereof,
whether or not notation of such consent or waiver is made upon this Security.

          No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and  unconditional,  to pay the principal of and  interest,  if any, on
this Security at the times, place and rate, if any, and in the coin or currency,
herein prescribed.

          As  provided  in the  Indenture  and  subject to  certain  limitations
therein set forth,  the transfer of this Security is registrable in the Security
register,  upon due presentment of this Security for registration of transfer at
the  office or agency of the  Issuer  in any place  where the  principal  of and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written  instrument of transfer in form  satisfactory to the Issuer and the
Security  registrar  duly  executed by the Holder  hereof or his  attorney  duly
authorized in writing,  and thereupon one or more new Securities of this series,
having the same  interest  rate and maturity and bearing  interest from the same
date  as this  Security,  of any  authorized  denominations  and  for  the  same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

          The  Securities of this series are issuable  only in  registered  form
swithout coupons in denominations of ________ and any integral multiple thereof.
As provided in the  Indenture  and  subject to certain  limitations  therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of  Securities  of this  series of a  different  authorized  denomination
having the same  interest  rate and maturity and bearing  interest from the same
date as such Securities, as requested by the Holder surrendering the same.

          No service charge shall be made for any such  registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

          Prior to  registration  of transfer of this  Security in the  Security
register, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this  Security is  registered as the owner hereof
for all purposes,  whether or not this  Security be overdue and  notwithstanding
any notation of ownership or other writing thereon,  and neither the Issuer, the
Trustee  nor any such agent shall be  affected  by notice to the  contrary.  All
payments  made to or upon the order of such  registered  Holder,  shall,  to the
extent of the sum or sums paid,  effectually satisfy and discharge liability for
monies payable on this Security.

          No recourse for the payment of the  principal of or interest,  if any,
on this Security,  or for any claim based hereon or otherwise in respect hereof,
and no  recourse  under or upon any  obligation,  covenant or  agreement  of the
Issuer  in  the  Indenture  or  any  indenture  supplemental  thereto  or in any
Security,  or because of the creation of any indebtedness  represented  thereby,
shall be had against any incorporator,  stockholder,  official, member or deputy
member of the  Executive  Board or member  or deputy  member of the  supervisory
board,  as such,  past,  present  or future,  of the Issuer or of any  successor
entity,  either  directly  or through the Issuer or any  successor  corporation,
whether  by  virtue  of  any  constitution,  statute  or  rule  of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

          All terms used in this Security and not otherwise defined herein which
are defined in the  Indenture  shall have the  meanings  assigned to them in the
Indenture,  except with respect to authorization,  execution and delivery by the
Issuer.

          This Security  shall be governed by and  construed in accordance  with
the laws of the State of New York  except,  for the  provisions  relating to the
subordination  of the  Securities  which shall be governed by and  construed  in
accordance with the laws of the Netherlands.

          SECTION  2.4 Form of  Trustee's  Certificate  of  Authentication.  The
Trustee's   certificate  of   authentication  on  all  Securities  shall  be  in
substantially the following form:

          This is one of the  Securities  of the  series  designated  herein and
referred to in the within-mentioned Indenture.

Dated:                                            The Bank of New York,
                                                  as Trustee



                                                   By___________________________
                                                     Authorized Signatory

          SECTION  2.5  Amount  Unlimited;  Issuable  in  Series;  Ranking.  The
aggregate  principal  amount  of  Securities  which  may  be  authenticated  and
delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series,  each of which may
consist of one or more tranches.  There shall be established in or pursuant to a
Resolution,  a copy of which, certified by the secretary of the Issuer, shall be
delivered to the Trustee, or established in one or more indentures  supplemental
hereto, prior to the issuance of Securities of a particular series,

          (1) the title of the Securities of the series (which shall distinguish
     the Securities of the series from all other Securities);

          (2) any limit upon the aggregate principal amount of the Securities of
     the series that may be  authenticated  and delivered  under this  Indenture
     (except for Securities  authenticated  and delivered upon  registration  of
     transfer  of, or in exchange  for, or in lieu of, other  Securities  of the
     series pursuant to Section 2.10, 2.11, 2.13 or 10.3);

          (3) the date or dates on which the principal of the  Securities of the
     series is payable;

          (4) the rate or rates at which the Securities of the series shall bear
     interest,  if any, or the method by which such rate or rates (including the
     Overdue  Rate)  shall be  determined,  the date or dates  from  which  such
     interest  shall  accrue or the  method  by which  such date or dates may be
     determined,  the interest  payment  dates on which such  interest  shall be
     payable  and the  record  dates for the  determination  of  Holders to whom
     interest is payable;

          (5) the  place or places  where  the  principal  and any  interest  on
     Securities of the series shall be payable;

          (6) the price or prices at which,  the period or periods  within which
     and the terms and  conditions  upon which  Securities  of the series may be
     redeemed, in whole or in part, at the option of the Issuer, pursuant to any
     sinking fund or otherwise;

          (7) the obligation, if any, of the Issuer to redeem, purchase or repay
     Securities  of  the  series  pursuant  to any  sinking  fund  or  analogous
     provisions or at the option of a Holder  thereof and the price or prices at
     which, the period or periods within which and the terms and conditions upon
     which Securities of the series shall be redeemed,  purchased or repaid,  in
     whole or in part, pursuant to such obligation;

          (8) the price or prices at which,  the period or periods  within which
     and the terms and  conditions  upon which  Securities  of the series may be
     repaid, in whole or in part, at the option of the Holder thereof;

          (9) if the Securities of the series are to be convertible into Shares,
     the period or periods within which, the Conversion Price or Prices at which
     (and the adjustments to be made thereto, only if otherwise than as provided
     in Section 11.4)) and the terms and conditions upon which the Securities of
     the series may be converted, in whole or in part, into Shares, whether such
     conversion is mandatory,  at the option of Holders of the Securities of the
     series or at the option of the Issuer and the  identity  of any  Conversion
     Agent for  Securities  of the  series if other than or in  addition  to the
     Trustee;

          (10) if other than Dollars,  the coin or currency (including composite
     currencies or currency  units) in which the  Securities of the series shall
     be denominated and, if different, the coin or currency (including composite
     currencies  or currency  units) in which payment of the principal of and/or
     interest on the Securities of the series shall be payable, and if such coin
     or currency (including  composite currencies or currency units) is replaced
     by the euro, the provisions to effect such replacement;

          (11) if the  principal  of and/or  interest on the  Securities  of the
     series  are to be  payable,  at the  election  of the  Issuer  or a  Holder
     thereof, in a coin or currency (including  composite currencies or currency
     units)  other than that in which the  Securities  are stated to be payable,
     the period or  periods  within  which,  and the terms and  conditions  upon
     which, such election may be made;

          (12) if the amount of payments of principal of and/or  interest on the
     Securities of the series may be determined with reference to an index based
     on a coin or currency  (including  composite  currencies or currency units)
     other  than that in which the  Securities  are stated to be payable or with
     reference  to any other index,  the manner in which such  amounts  shall be
     determined;

          (13) if other than  denominations  of U.S.$1,000 (or if the Securities
     are  denominated  in a  currency  other  than  Dollars  or  in a  composite
     currency,  1,000 units of such other currency,  composite currency or other
     currency  unit)  and any  multiple  thereof,  the  denominations  in  which
     Securities of the series shall be issuable;

          (14) if other than the principal  amount  thereof,  the portion of the
     principal  amount of  Securities  of the series which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section 4.1
     or provable in any action or proceeding pursuant to Section 4.2;

          (15) if the  Securities  of the series  are  Original  Issue  Discount
     Securities,  the  price at which  and the date on which  Securities  of the
     series are to be issued and the Yield to  Maturity  at the time of issuance
     of such series;

          (16) if the  Securities  of the series are to be issued in the form of
     one or more Global  Securities,  the name of the Depositary for such Global
     Security or Securities or the nominee of such Depositary;

          (17) if the  principal  of and/or  interest on the  Securities  of the
     series are to be payable  (whether upon  redemption  or  maturity),  at the
     election  of the Issuer,  in Common  Shares,  the period or periods  within
     which,  or dates on which,  and the terms and conditions  upon which,  such
     election may be made:

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

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

          In the  case  of  Securities  of a  series  issued  in  tranches,  all
Securities of any one tranche  shall be  substantially  identical,  except as to
denomination.  Except as provided in the preceding  sentence,  all Securities of
any one  series  shall be  substantially  identical  except as to  denomination,
interest  rate and  maturity  and  except as may  otherwise  be  provided  in or
pursuant to such Resolution or in any such indenture  supplemental  hereto.  The
applicable Resolution or the applicable  supplemental indenture may provide that
Securities  of any  particular  series  may be issued  at  various  times,  with
different  maturities  and  redemption  and  repayment  provisions  (if any) and
bearing  interest at  different  rates,  but shall for all  purposes  under this
Indenture,  including,  but not  limited to,  voting and Events of  Default,  be
treated as Securities of a single series.

          Except  as  otherwise  specified  pursuant  to  this  Section  2.5 for
Securities  of any series,  interest on the  Securities  of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

          The Securities of any series will be  subordinated in right of payment
to all Senior  Indebtedness  of the Issuer as provided in Article Eleven hereof.
The Securities of any series will rank pari passu without any  preference  among
themselves  and  with  all  other  present  and  future  unsecured  and  equally
subordinated obligations of the Issuer.

          SECTION 2.6 Authentication and Delivery of Securities. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver  Securities of any series  executed by the Issuer to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery such Securities to or upon the written order of the Issuer,  signed
by any two of the following:  the president, any executive vice president or the
secretary  of  the  Issuer,  without  any  further  action  by  the  Issuer.  In
authenticating  such  Securities and accepting the  additional  responsibilities
under this  Indenture  in  relation  to such  Securities  the  Trustee  shall be
entitled to receive, and (subject to the requirements of the Trust Indenture Act
of 1939) shall be fully protected in conclusively relying upon:

          (1) a copy of any Resolution or  Resolutions  relating to such series,
     certified by the secretary of the Issuer;

          (2) an executed supplemental indenture, if any, relating thereto;

          (3) an Officers'  Certificate  setting forth the form and terms of the
     Securities as required pursuant to Sections 2.1 and 2.5, respectively,  and
     prepared in accordance with the  requirements of the Trust Indenture Act of
     1939 and Section 13.5;

          (4)  an  Opinion  of  Counsel,   prepared  in   accordance   with  the
     requirements  of the Trust  Indenture Act of 1939 and Section  13.5,  which
     shall state that (i) if the form of such Securities has been established by
     or pursuant to a Resolution  as permitted by Section 2.1, that such form or
     forms,  as the case may be, have been  established  in conformity  with the
     provisions of this  Indenture,  and that the terms of such  Securities have
     been established by or pursuant to a Resolution as permitted by Section 2.5
     in  conformity   with  the  provisions  of  this  Indenture  and  that  the
     authentication and delivery of such Securities by the Trustee is authorized
     under the provisions of this Indenture and (ii) that such Securities,  when
     authenticated  and delivered by the Trustee and issued by the Issuer in the
     manner and subject to any  conditions  specified in such Opinion of Counsel
     will  constitute  valid and  legally  binding  obligations  of the  Issuer,
     enforceable in accordance  with their terms,  except as the  enforceability
     thereof may be limited by bankruptcy,  insolvency,  reorganization or other
     similar laws affecting the enforcement of creditors'  rights  generally and
     to  general  principles  of  equity  regardless  of  whether  the  issue of
     enforceability is considered in a proceeding in equity or at law.

          The  Trustee  shall  have the right to  decline  to  authenticate  and
deliver any  Securities  under this  Section if the  Trustee,  being  advised by
counsel,  determines that such action may not lawfully be taken by the Issuer or
if the  Trustee in good faith by its board of  directors  or board of  trustees,
executive  committee,  or a trust  committee  of  directors  or trustees  and/or
Responsible  Officers shall  determine that such action would expose the Trustee
to liability to existing  Holders or would  adversely  affect the  Trustee's own
rights, duties or immunities under this Indenture or otherwise.

          The  Trustee  shall  not  be  required  to   authenticate   Securities
denominated  in a coin or  currency  other  than  that of the  United  States of
America if the Trustee reasonably  determines that such Securities impose duties
or  obligations  on the  Trustee  which the  Trustee  is not able or  reasonably
willing to accept;  provided  that the Trustee,  upon the request of the Issuer,
will resign as Trustee with respect to Securities of any series as to which such
a  determination  is made,  prior to the issuance of such  Securities,  and will
comply  with the  request of the Issuer to execute  and  deliver a  supplemental
indenture appointing a successor Trustee pursuant to Section 7.1.

          If the  Issuer  shall  establish  pursuant  to  Section  2.5  that the
Securities  of a series or a tranche are to be issued in the form of one or more
Global  Securities,  then the Issuer  shall  execute and the Trustee  shall,  in
accordance  with this  Section and the order of the Issuer with  respect to such
series,  authenticate  and deliver one or more Global  Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series or such tranche,  as the case may
be,  issued and not yet  canceled,  (ii) shall be  registered in the name of the
Depositary  for such  Global  Security  or  Securities  or the  nominee  of such
Depositary,  (iii)  shall be  delivered  by the  Trustee to such  Depositary  or
pursuant to such  Depositary's  instructions and (iv) shall bear such legend, if
any, as shall be required by the Depositary.

          SECTION 2.7 Execution of Securities. The Securities shall be signed in
the name of the Issuer by its president and any executive  vice president of the
Issuer. Such signatures may be the manual or facsimile signatures of the present
or any future such officers.  Typographical and other minor errors or defects in
any such  reproduction  of any such  signature  shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

          In case any  officer of the  Issuer  who shall have  signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated  and  delivered by the Trustee or disposed of by the Issuer,  such
Security  nevertheless  may be  authenticated  and  delivered  or disposed of as
though the person who signed such  Security had not ceased to be such officer of
the  Issuer;  and any  Security  may be signed in the name of the Issuer by such
persons as, at the actual date of the execution of such  Security,  shall be the
proper  officers  of the  Issuer,  although  at the  date of the  execution  and
delivery of this Indenture any such person was not such an officer.

          SECTION 2.8  Certificate of  Authentication.  Only such  Securities as
shall bear thereon a certificate  of  authentication  substantially  in the form
hereinbefore recited,  executed by the Trustee by the manual signature of one of
its authorized signatories,  shall be entitled to the benefits of this Indenture
or be valid or obligatory for any purpose.  Such certificate by the Trustee upon
any  Security  executed  by the Issuer  shall be  conclusive  evidence  that the
Security so authenticated has been duly  authenticated  and delivered  hereunder
and that the Holder is entitled to the benefits of this Indenture.

          SECTION 2.9 Denomination and Date of Securities; Payments of Interest.
The Securities of each series shall be issuable as registered Securities without
coupons and in  denominations  as shall be specified as  contemplated by Section
2.5. In the absence of any such  specification with respect to the Securities of
any series,  the Securities of such series shall be issuable in denominations of
U.S.$1,000 (or, if such Securities are denominated in a currency other than U.S.
dollars  or in a  composite  currency,  1,000  units of such other  currency  or
composite  currency)  and any multiple  thereof.  The  Securities of each series
shall be  numbered,  lettered or  otherwise  distinguished  in such manner or in
accordance  with such plan as the officers of the Issuer  executing the same may
determine with the approval of a Responsible Officer of the Trustee as evidenced
by the execution and authentication thereof.

          Each  Security  shall be dated the date of its  authentication,  shall
bear interest, if any, from the date, and shall be payable on the dates, in each
case, which shall be specified as contemplated by Section 2.5.

          Except as  otherwise  specified  for a particular  series  pursuant to
Section 2.5,  the Person in whose name any Security of any series is  registered
at the close of business on any record date (as hereinafter  defined) applicable
to a particular series with respect to any interest payment date for such series
shall be entitled  to receive the  interest,  if any,  payable on such  interest
payment  date  notwithstanding  the  cancellation  of  such  Security  upon  any
registration  of any  transfer or exchange of such  Security  subsequent  to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall  default in the payment of the  interest  due on such  interest
payment date for such series,  in which case such  defaulted  interest  shall be
paid to the Persons in whose  names  Outstanding  Securities  of such series are
registered at the close of business on a subsequent  record date (which shall be
not less than five days prior to the date of payment of such defaulted interest)
established by notice given by mail by or on behalf of the Issuer to the Holders
of Securities not less than 15 days preceding such  subsequent  record date. The
term "record  date" as used with respect to any interest  payment date (except a
date for payment of defaulted interest) shall mean the date specified as such in
the terms of the Securities of any particular  series, or, if no such date is so
specified,  if such interest  payment date is the first day of a calendar month,
the  fifteenth  day of the next  preceding  calendar  month or, if such interest
payment date is the  fifteenth  day of a calendar  month,  the first day of such
calendar month,  whether or not such record date is a Business Day.

          SECTION  2.10  Registration,  Transfer and  Exchange.  The Issuer will
keep, either at the office or agency designated and maintained by the Issuer for
such purpose in the Borough of  Manhattan,  The City of New York,  in accordance
with the  provisions of Section 3.2, or at any of such other offices or agencies
as may be designated and maintained in accordance with the provisions of Section
3.2, a register or registers in which, subject to such reasonable regulations as
it may  prescribe,  it  will  register,  and  will  register  the  transfer  of,
Securities of a series as in this Article  provided.  Such register  shall be in
written  form in the  English  language  or in any other  form  capable of being
converted into such form within a reasonable  time. At all reasonable times such
register  or  registers  shall be open for  inspection  by the  Trustee  and any
Security registrar (as defined below) other than the Trustee.

          Upon due  presentation for registration of transfer of any Security of
any  series at any such  office or agency to be  maintained  for the  purpose as
provided  in Section  3.2,  the  Issuer  shall  execute  and the  Trustee  shall
authenticate  and make  available for delivery in the name of the  transferee or
transferees  a new  Security  or  Securities  of the same  series in  authorized
denominations for a like aggregate principal amount and having the same interest
rate, maturity and repayment and redemption provisions.

          Any  Security  or  Securities  of any  series  (other  than  a  Global
Security,  except  as set  forth  below)  may be  exchanged  for a  Security  or
Securities  of the same series in other  authorized  denominations,  in an equal
aggregate  principal  amount  and  having  the  same  interest  rate,  maturity,
redemption  and repayment  provisions.  Securities of any series to be exchanged
shall be  surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section  3.2,  and the Issuer  shall  execute and the
Trustee shall  authenticate and make available for delivery in exchange therefor
the Security or Securities of the same series and having the same interest rate,
maturity and repayment and redemption provisions which the Securityholder making
the  exchange   shall  be  entitled  to  receive,   bearing   numbers  or  other
distinguishing symbols not contemporaneously outstanding. Each Person designated
by the Issuer  pursuant to the provisions of Section 3.2 as a Person  authorized
to register, and register transfer of, the Security is sometimes herein referred
to as a "Security registrar".

          The Issuer  will at all times  designate  one  Person  (who may be the
Issuer  and who need not be a  Security  registrar)  to act as  repository  of a
master  list of names  and  addresses  of the  Holders  of the  Securities  (the
"Register").  The  Trustee  shall act as such  repository  unless and until some
other  Person is, by written  notice  from the  Issuer to the  Trustee  and each
Security  registrar,  designated by the Issuer to act as such.  The Issuer shall
cause each Security registrar to furnish to such repository, on a current basis,
such information as to all  registrations of transfer and exchanges  effected by
such  registrar,  as may be necessary to enable such  repository to maintain the
Register on as current a basis as is practicable.

          No  Person  shall at any time be  designated  as or act as a  Security
registrar  unless such Person is at such time empowered under  applicable law to
act as such and duly  registered to act as such under and to the extent required
by applicable law and regulations.

          All  Securities  presented  for  registration  of transfer,  exchange,
redemption  or payment  shall (if so required  by the Issuer or the  Trustee) be
duly endorsed by, or be  accompanied  by a written  instrument or instruments of
transfer  or exchange in form  satisfactory  to the Issuer and the Trustee  duly
executed by, the Securityholder or his attorney duly authorized in writing.

          The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities, other than exchanges pursuant to Section
2.13, 7.5 or 10.3 not involving any registration of transfer.  No service charge
shall be made for any such transaction.

          The Issuer shall not be required to exchange or register a transfer of
(a) any  Securities  of any  series for a period of 15 days next  preceding  the
selection of  Securities  of that series to be redeemed,  or (b) any  Securities
selected,  called or being called for redemption or surrendered for repayment in
whole or in part except, in the case of any Security to be redeemed or repaid in
part, the portion thereof not so to be redeemed or repaid.

          Notwithstanding  any other provision of this Section 2.10,  unless and
until  it is  exchanged  in  whole  or in  part  for  Securities  in  definitive
registered  form,  a  Global  Security  representing  all  or a  portion  of the
Securities  of a  series  may  not  be  transferred  except  as a  whole  by the
Depositary  for such series to a nominee of such  Depositary  or by a nominee of
such  Depositary to such  Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

          If  at  any  time  the  Depositary  for  any  Securities  of a  series
represented  by one or more  Global  Securities  notifies  the Issuer that it is
unwilling or unable to continue as Depositary  for such  Securities or if at any
time the  Depositary  for such  Securities  shall no  longer be  eligible  under
Section  2.6, the Issuer shall  appoint a successor  Depositary  with respect to
such Securities.  If a successor Depositary for such Securities is not appointed
by the Issuer  within 90 days after the Issuer  receives  such notice or becomes
aware of such ineligibility,  the Issuer's election pursuant to Section 2.5 that
such Securities be represented by one or more Global  Securities shall no longer
be effective  and the Issuer will execute,  and the Trustee,  upon receipt of an
Officers'   Certificate  for  the  authentication  and  delivery  of  definitive
Securities of such series,  will  authenticate  and make  available for delivery
definitive Securities of the same series, in any authorized denominations, in an
aggregate  principal amount equal to the principal amount of the Global Security
or Securities representing such Securities, in exchange for such Global Security
or Securities.

          The Issuer may at any time, and in its sole discretion, determine that
Securities  issued in the form of one or more Global  Securities shall no longer
be represented by a Global Security or Securities. In such event the Issuer will
execute,  and the  Trustee,  upon receipt of an  Officers'  Certificate  for the
authentication and delivery of definitive Securities, will authenticate and make
available  for  delivery  definitive  Securities  of  the  same  series,  in any
authorized  denominations,  in  an  aggregate  principal  amount  equal  to  the
principal  amount of the Global  Security or  Securities,  in exchange  for such
Global Security or Securities.

          If  specified  by the Issuer  pursuant to Section 2.5 with  respect to
Securities  represented  by a Global  Security,  the  Depositary for such Global
Security may surrender such Global  Security in exchange in whole or in part for
definitive  Securities of the same series on such terms as are acceptable to the
Issuer and such Depositary. Thereupon, the Issuer shall execute, and the Trustee
shall authenticate and make available for delivery, without service charge:

          (i) to the Person  specified  by such  Depositary,  a new  Security or
     Securities of the same series, of any authorized denominations as requested
     by such person,  in an aggregate  principal amount equal to and in exchange
     for such person's beneficial interest in the Global Security; and

          (ii) to such Depositary a new Global Security in a denomination  equal
     to the difference,  if any, between the principal amount of the surrendered
     Global   Security  and  the  aggregate   principal   amount  of  Securities
     authenticated and delivered pursuant to clause (i) above.

          Upon the exchange of a Global Security for definitive  Securities,  in
authorized denominations,  such Global Security shall be canceled by the Trustee
or an agent of the  Issuer  or the  Trustee.  Definitive  Securities  issued  in
exchange for a Global Security pursuant to this Section 2.10 shall be registered
in such names and in such  authorized  denominations  as the Depositary for such
Global  Security,   pursuant  to  instructions   from  its  direct  or  indirect
participants or otherwise,  shall instruct the Trustee or an agent of the Issuer
or the Trustee.  The Trustee or such agent shall make such Securities  available
for delivery to or as directed by the Persons in whose names such Securities are
so registered.

          SECTION  2.11   Mutilated,   Defaced,   Destroyed,   Lost  and  Stolen
Securities. In case any temporary or definitive Security shall become mutilated,
defaced or be  destroyed,  lost or stolen  and,  in the absence of notice to the
Issuer or the  Trustee  that any  destroyed,  lost or stolen  Security  has been
acquired by a bona fide purchaser,  the Issuer may in its discretion execute and
the Trustee shall  authenticate and make available for delivery,  a new Security
of the same series and of like tenor,  bearing a number or other  distinguishing
symbol not contemporaneously  Outstanding,  in exchange and substitution for the
mutilated or defaced  Security,  or in lieu of and substitution for the Security
so  destroyed,  lost or stolen.  In every case the  applicant  for a  substitute
Security  shall  furnish to the Issuer and to the Trustee  (and any agent of the
Issuer or Trustee, if requested by the Issuer) such security or indemnity as may
be required by them to  indemnify  and defend and to save each of them  harmless
and, in every case of destruction, loss or theft, evidence to their satisfaction
of the destruction, loss or theft of such Security and of the ownership thereof.

          Upon the issuance of any substitute  Security,  the Issuer may require
the payment of a sum  sufficient to cover any tax or other  governmental  charge
that may be imposed in relation  thereto and any other  expenses  (including the
fees and expenses of the Trustee) connected therewith.

          In case any  Security  that has  matured  or is about to mature or has
been  called for  redemption  in full shall  become  mutilated  or defaced or be
destroyed, lost or stolen, the Issuer in its discretion may instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender
thereof except in the case of a mutilated or defaced Security), if the applicant
for such payment  shall  furnish to the Issuer and to the Trustee (and any agent
of the Issuer or Trustee, if requested by the Issuer) such security or indemnity
as any of them may  require  to  indemnify  and  defend and to save each of them
harmless,  and, in every case of destruction,  loss or theft,  evidence to their
satisfaction  of the  destruction,  loss or  theft of such  Security  and of the
ownership thereof.

          Every  substituted  Security  of any  series  issued  pursuant  to the
provisions  of this  Section  by virtue of the fact  that any such  Security  is
destroyed,  lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the  limitations  of rights set forth in) this Indenture
equally and  proportionately  with any and all other  Securities  of such series
duly  authenticated  and delivered  hereunder.  All Securities shall be held and
owned upon the express  condition  that,  to the extent  permitted  by law,  the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated,  defaced or destroyed,  lost or stolen  Securities and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter  enacted to the contrary with respect to the replacement or payment
of negotiable instruments or other securities without their surrender.

          SECTION 2.12  Cancellation  of Securities  Paid,  etc. All  Securities
surrendered  for the purpose of payment,  redemption,  registration of transfer,
conversion  or  exchange,  or for  credit  against  any  payment in respect of a
sinking or analogous fund, if surrendered to the Issuer, any Security registrar,
any paying agent,  the Conversion  Agent or any other agent of the Issuer or any
agent of the Trustee, shall be delivered to the Trustee and promptly canceled by
it or, if surrendered to the Trustee,  shall be promptly  canceled by it; and no
Securities shall be issued in lieu thereof except as expressly  permitted by any
of the  provisions  of  this  Indenture.  The  Trustee  shall  deliver  canceled
Securities  to the Issuer.  If the Issuer shall  acquire any of the  Securities,
such  acquisition  shall not  operate as a  redemption  or  satisfaction  of the
indebtedness  represented  by such  Securities  unless  and  until  the same are
delivered to the Trustee for cancellation.

          SECTION  2.13  Temporary   Securities.   Pending  the  preparation  of
definitive  Securities  for any  series,  the Issuer may execute and the Trustee
shall authenticate and make available for delivery temporary Securities for such
series (printed, lithographed,  typewritten or otherwise reproduced).  Temporary
Securities  of any series  shall be issuable as  registered  Securities  without
coupons,  in any authorized  denomination,  and substantially in the form of the
definitive  Securities  of such series in lieu of which they are issued but with
such  omissions,  insertions and variations as may be appropriate  for temporary
Securities,  all as may be determined by the Issuer.  Temporary  Securities  may
contain  such   reference  to  any  provisions  of  this  Indenture  as  may  be
appropriate. Every temporary Security shall be authenticated by the Trustee upon
the same conditions and in substantially the same manner,  and with like effect,
as the  definitive  Securities  in  lieu  of  which  they  are  issued.  Without
unreasonable  delay, and in no case more than 60 days after the issuance of such
temporary  Securities,  the Issuer shall  execute and shall  furnish  definitive
Securities of such series and thereupon temporary  Securities of such series may
be surrendered in exchange  therefor  without charge at each office or agency to
be  maintained  by the Issuer for that purpose  pursuant to Section 3.2, and the
Trustee shall  authenticate and make available for delivery in exchange for such
temporary  Securities  of such  series  a like  aggregate  principal  amount  of
definitive Securities of the same series of authorized  denominations having the
same  interest  rate,  maturity and  redemption  and repayment  provisions,  and
bearing  interest  from the same  date as such  temporary  Securities.  Until so
exchanged,  the temporary Securities of any series shall be entitled to the same
benefits  under this  Indenture  as  definitive  Securities  of the same  series
authenticated and delivered hereunder.

          SECTION 2.14 CUSIP  Numbers.  The Issuer in issuing the Securities may
use  "CUSIP" or "ISIN"  numbers  (if then  generally  in use),  and,  if so, the
Trustee  shall use  "CUSIP" or "ISIN"  numbers in  notices  of  redemption  as a
convenience to Securityholders;  provided that any such notice may state that no
representation  is made as to the  correctness of such numbers either as printed
on the  Securities  or as  contained  in any  notice  of a  redemption  and that
reliance may be placed only on the other  identification  numbers printed on the
Securities,  and any such  redemption  shall not be affected by any defect in or
omission of such numbers.  The Issuer shall  promptly  notify the Trustee of any
change in the CUSIP or ISIN numbers.

          SECTION 2.15 Form of Election to Convert.  The notice of conversion to
be  delivered  to by a Holder to the  Conversion  Agent in  connection  with the
conversion of Securities of any series that are convertible into Shares shall be
in  substantially   the  following  form,  with  such  appropriate   insertions,
omissions,  substitutions  and  other  variations  as are  deemed  necessary  or
appropriate by the Issuer or the Trustee:

                              Notice of Conversion

          The  undersigned  Holder  of the  Securities  specified  below  hereby
irrevocably  exercises the option to convert such  Securities,  or the aggregate
principal amount thereof  specified  below,  into Common Shares of the Issuer or
American  Depositary  Shares evidencing such Common Shares ("ADSs" and, together
with such Common Shares,  the "Shares"),  as indicated below, in accordance with
the terms of the  Securities  and the Indenture  dated as of _______,  1998 (the
"Indenture")  between  Koninklijke  Ahold  N.V.  and The  Bank of New  York,  as
Trustee,  and directs  that (i) if such  Holder is  electing  to receive  Common
Shares,  the Common Shares issuable and deliverable upon conversion be delivered
to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer
and (ii) if such holder elects to receive ADS, the American  Depositary Receipts
evidencing  such ADSs  issuable and  deliverable  on conversion be issued in the
name of and delivered to the undersigned  unless otherwise  indicated below and,
in either case, any check in payment for fractional Shares be issued in the name
of and delivered to the  undersigned  unless a different name has been indicated
below.  If  ADSs  are to be  issued  in the  name of a  person  other  than  the
undersigned,  the  undersigned  has paid all transfer taxes payable with respect
thereto. All capitalized terms used herein and not defined herein shall have the
meanings specified in the Indenture.

Dated:
                                                 ---------------------------
                                                 Signature (for Conversion only)


Title of Securities:

Certificate Number(s)
(if applicable):

Aggregate Principal Amount
Represented:1

1     Unless otherwise  specified,  a Holder will be deemed to be converting the
      entire principal amount of the Securities delivered.

Principal Amount to be
Converted:2

2     Certificate  registered  in the name of the  Holder  will be issued in the
      principal of the Securities not converted, unless otherwise provided.

Indicate Shares to be issued:

         / /  Common Shares
         / /  American Depositary Shares

If ADSs are to be received and
are to be issued otherwise
than to Holder:

-------------------------
Please print name and address

If check for fractional Shares to be
issued otherwise than to Holder:

-------------------------
Print name and address

Holder
Please print name and address

------------------------

------------------------

Signature Guarantee:                                    ________________________

                                  ARTICLE THREE

                             COVENANTS OF THE ISSUER

          SECTION 3.1 Payment of Principal  and Interest.  The Issuer  covenants
and agrees for the  benefit of each series of  Securities  that it will duly and
punctually  pay or cause to be paid the  principal of and  interest,  if any, on
each of the Securities of such series at the place or places,  at the respective
times and in the manner provided in such Securities,  but in no event later than
10 a.m., New York time, on the respective payment date. The Issuer shall request
that the bank, through which any such payment is to be made, agrees to supply to
the  Trustee  two  Business  Days prior to the due date for any such  payment an
irrevocable  confirmation  (by  tested  telefax  or  authenticated  SWIFT MT 100
Message) of its  intention to make such  payment.  Except as otherwise  provided
pursuant  to Section  2.5 for  Securities  of any series,  each  installment  of
interest on the  Securities of any series may be paid by mailing checks for such
interest  payable to the Person entitled  thereto as such addresses shall appear
in the Register.

          SECTION  3.2  Offices  for  Payments,  etc.  So  long  as  any  of the
Securities  remain  outstanding,  the Issuer will  designate and maintain in the
Borough of Manhattan,  The City of New York,  for each series:  (a) an office or
agency where the Securities may be presented for payment,  (b) if the Securities
of such series are  convertible  into Common  Shares,  an office or agency where
Securities  may be presented  for  conversion  into Common  Shares of the Issuer
(hereinafter  the  "Conversion  Agent",  which term shall include any additional
Conversion  Agents as may be appointed  by the Issuer),  (c) an office or agency
where the  Securities  may be  presented  for  registration  of transfer and for
exchange as in this Indenture provided and (d) an office or agency where notices
and  demands  to or upon the  Issuer in  respect  of the  Securities  or of this
Indenture  may be served.  In  addition  to such  office or offices or agency or
agencies,  the Issuer may from time to time  designate  and maintain one or more
additional  offices or agencies within or outside the Borough of Manhattan,  The
City of New York,  where the  Securities  of that  series may be  presented  for
payment or for registration of transfer or for exchange, and the Issuer may from
time to time rescind such  designation,  as it may deem  desirable or expedient.
The Issuer will give to the Trustee  written  notice of the location of any such
office or agency  and of any  change of  location  thereof.  The  Issuer  hereby
designates  the New York Location and the Corporate  Trust Office as the initial
offices to be maintained by it for such purposes.  In case the Issuer shall fail
to  maintain  any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the  Corporate  Trust Office and the Issuer
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

          SECTION 3.3 Paying Agents.  Whenever the Issuer shall appoint a paying
agent or agents  other than the Trustee with  respect to the  Securities  of any
series,  it will cause each such  paying  agent to  execute  and  deliver to the
Trustee an  instrument  in which each such  paying  agent  shall  agree with the
Trustee, subject to the provisions of this Section,

          (a) that it will hold all sums  received  by it as such  agent for the
     payment of the principal of or interest,  if any, on the Securities of such
     series  (whether  such sums  have  been paid to it by the  Issuer or by any
     other obligor on the Securities of such series) in trust for the benefit of
     the Persons  entitled thereto until such sums shall be paid to such Persons
     or otherwise disposed of as herein provided,

          (b) that it will give the Trustee written notice of any default by the
     Issuer (or by any other  obligor on the  Securities of such series) to make
     any payment of the principal of or interest,  if any, on the  Securities of
     such series when the same shall be due and payable, and

          (c) that,  at any time  during  the  continuance  of any such  default
     referred to in clause (b) above,  upon the written  request of the Trustee,
     it will  forthwith  pay to the  Trustee  all  sums so held in trust by such
     paying agent.

          Whenever the Issuer shall have one or more paying  agents with respect
to Securities of any series, it will, prior to each due date of the principal of
or interest, if any, on the Securities of such series, deposit with a designated
paying agent a sum  sufficient  to pay such  principal  or interest,  if any, so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such principal or interest, if any, and (unless such paying agent is
the  Trustee)  the Issuer  will  promptly  notify a  Responsible  Officer of the
Trustee of any failure to take such action.

          If the Issuer  shall act as its own paying  agent with  respect to the
Securities  of any series,  it will, on or before each due date of the principal
of or interest,  if any, on the Securities of such series, set aside,  segregate
and hold in trust for the benefit of the Persons  entitled to such principal and
interest, if any, a sum sufficient to pay such principal or interest, if any, so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided.  The Issuer will promptly notify a Responsible Officer of
the Trustee of any failure to take such action.

          Anything in this Section to the contrary  notwithstanding,  the Issuer
may at any time, for the purpose of obtaining a satisfaction  and discharge with
respect to one or more or all series of Securities  hereunder,  or for any other
reason,  pay or cause to be paid to the  Trustee  all sums held in trust for any
such  series by the Issuer or any paying  agent  hereunder,  as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained.

          Anything  in  this  Section  to  the  contrary  notwithstanding,   the
agreement  to hold sums in trust as provided  in this  Section is subject to the
provisions of Sections 9.3 and 9.4.

          SECTION 3.4  Limitation  on Liens.  So long as any  Securities  of any
series remain  outstanding,  neither the Issuer nor any of its subsidiaries will
secure any Public Debt or Private Debt, now or hereafter existing,  by any lien,
pledge or other charge upon any of its present or future assets or revenues. The
foregoing  shall  not apply to (i) any  security  arising  solely  by  mandatory
operation  of law,  (ii)  any  security  over  assets  existing  at the  time of
acquisition  thereof,  (iii) any  security  comprised  within  the assets of any
company  merged with the Issuer where such security is created prior to the date
of such merger,  (iv) any security over assets pursuant to the general terms and
conditions  of a bank (for  example,  in the form  prepared by the Dutch Bankers
Association (Algemone Bankvoorwaarden)), if and in so far as applicable, (v) any
guarantee issued by the Issuer or any of its subsidiaries in the ordinary course
of its business  and (vi) any  security  upon any Margin  Stock.  Any  guarantee
issued  by the  Issuer or any of its  subsidiaries  other  than in the  ordinary
course of its  business  that is secured as  aforesaid  after the prior  written
consent thereto of a Responsible Officer of the Trustee has been obtained.

          SECTION  3.5  Notice  of  Default.   The  Issuer  shall  file  with  a
Responsible  Officer of the  Trustee  written  notice of the  occurrence  of any
default or Event of Default  within five Business  Days of any officer  becoming
aware of any such default or Event of Default.

          SECTION 3.6 Calculation of Original Issue  Discount.  The Issuer shall
file with the Trustee promptly at the end of each calendar year a written notice
specifying  the amount of original  issue  discount  (including  daily rates and
accrual  periods)  accrued on Outstanding  Securities as of the end of such year
and such other specific  information relating to such original issue discount as
may then be relevant  under the Internal  Revenue Code of 1986,  as amended from
time to time.

          SECTION 3.7 Reports.  The Issuer shall comply with the  provisions  of
ss.  314(a) of the Trust  Indenture  Act of 1939 and shall file with the Trustee
within 45 days after it files them with the Commission and in any event no later
than 60 days  after  the end of the  respective  fiscal  quarter,  copies of its
annual report and of the information,  documents and other reports (or copies of
such  portions  of any of the  foregoing  as the  Commission  may by  rules  and
regulations  prescribe) which the Issuer is required to file with the Commission
pursuant  to  Section 13 or 15(d) of the  Securities  Exchange  Act of 1934,  as
amended.  Delivery of such reports,  information and documents to the Trustee is
for  informational  purposes  only and the  Trustee's  receipt of such shall not
constitute   constructive  notice  of  any  information   contained  therein  or
determinable  from  information   contained  therein,   including  the  Issuer's
compliance  with any of its  covenants  hereunder  (as to which the  Trustee  is
entitled to rely exclusively on Officers' Certificates).

          SECTION 3.8 Compliance Certificates. (a) On or before April 15 in each
year  (commencing  with the  first  April  15  which  is not  less  than 60 days
following  the first date of issuance  of  Securities  of any series  under this
Indenture),  the Issuer  will file with a  Responsible  Officer of the Trustee a
brief  certificate,  signed by the principal  executive  officer,  the principal
financial officer,  or the principal  accounting officer of the Issuer,  stating
whether  or not the  signer has  knowledge  of any  default by the Issuer in the
performance or fulfillment of any covenant, agreement, or condition contained in
this Indenture, and, if so, specifying each such default of which the signer has
knowledge,  the nature thereof,  and what action,  if any, has been taken and is
proposed to be taken to cure such default. For purposes of this paragraph,  such
compliance  shall  be  determined  without  regard  to any  period  of  grace or
requirement of notice provided under this Indenture.

          (b) The Issuer also shall comply with the other provisions ofss.314(a)
of the Trust Indenture Act of 1939.

          SECTION 3.9 Payment of Additional Amounts.  All payments in respect of
the Securities,  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 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 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 a  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.

          Whenever in this Indenture or the Securities 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, 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 shall not
be construed as excluding  Additional  Amounts in those provisions  hereof where
such express mention is not made.

                                  ARTICLE FOUR

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

          SECTION 4.1 Events of  Default.  "Event of  Default"  with  respect to
Securities of a particular  series  wherever  used herein,  means any one of the
following events and such other events as may be established with respect to the
Securities  of such series as  contemplated  by Section 2.5,  continued  for the
period of time,  if any, and after the giving of notice,  if any,  designated in
this  Indenture  or as may be  established  with respect to such  Securities  as
contemplated  by Section  2.5,  as the case may be,  unless such event is either
inapplicable  or is  specifically  deleted or modified  in, or pursuant  to, the
applicable  Resolution or in the supplemental  indenture under which such series
of Securities is issued, as the case may be, as contemplated by Section 2.5:

          (a)  default in the  payment of any  installment  of  interest  or any
     Additional  Amounts,  if any, upon any of the  Securities of such series as
     and when the same shall become due and  payable,  and  continuance  of such
     default for a period of 14 days; or

          (b) default in the payment of the principal of (and  premium,  if any,
     on) any of the  Securities of such series as and when the same shall become
     due and payable  either at maturity,  upon  redemption,  by  declaration or
     otherwise and the continuance of such default for a period of 14 days; or

          (c) default in the payment of any sinking fund installment as and when
     the same shall  become due and  payable by the terms of the  Securities  of
     such series and the continuance of such default for a period of 14 days; or

          (d)  default  in the  performance  of any  other of the  covenants  or
     agreements  on the part of the Issuer in respect of the  Securities of such
     series contained in this Indenture and, if such default is capable of being
     remedied,  the  continuance  of such  default for a period of 30 days after
     there has been given, by registered or certified mail, to the Issuer by the
     Trustee or to the Issuer and a  Responsible  Officer of the  Trustee by the
     Holders of at least 25% in principal  amount of the Outstanding  Securities
     of such series,  a written notice  specifying such default and requiring it
     to be  remedied  and  stating  that such  notice is a "Notice  of  Default"
     hereunder; or

          (e) the Issuer or one or more of its Major  Subsidiaries  defaults  in
     the payment of the  principal  of, or interest on, any other  obligation in
     respect of Borrowed  Moneys of, assumed or guaranteed by, the Issuer and/or
     one or more of its Major Subsidiaries,  as the case may be, when and as the
     same shall become due and payable,  if such default shall continue for more
     than the  period  of grace,  if any,  applicable  thereto  and the time for
     payment of such interest, or principal,  has not been effectively extended,
     or if any  obligation  in  respect  of  Borrowed  Moneys  of, or assumed or
     guaranteed  by,  the Issuer  and/or  one or more of its Major  Subsidiaries
     shall have  become  repayable  before  the due date  thereof as a result of
     acceleration  of  maturity  by  reason  of the  occurrence  of any event of
     default thereunder; provided that if such obligation in respect of Borrowed
     Moneys is held by any Holder (or any affiliate thereof) and was declared to
     be due and  payable,  or became  capable of being  declared due and payable
     prior to its stated date of payment,  in any case, in  circumstances  which
     would not have  occurred  but for a default by the Issuer or one or more of
     its  subsidiaries  in  complying  with  a  restriction   contained  in  the
     documentation  governing  such  obligation  on the ability of the Issuer or
     such subsidiary to sell,  pledge or otherwise dispose of Margin Stock, then
     neither  such  declaration  (or  any  failure  to pay  based  on  any  such
     declaration)  or such  becoming  capable of being  declared due and payable
     shall constitute an Event of Default; or

          (f)  there  shall  have  occurred  the   dissolution  and  liquidation
     (ontbinding  en  vereffening)  of  the  Issuer  or any  order  is  made  or
     resolution,  law or regulation  passed or other action taken (including the
     making of any application to any court or other relevant  authority) for or
     with a view to the  dissolution and liquidation of the Issuer or the Issuer
     shall otherwise enter into liquidation; or

          (g) the Issuer  petitions  or applies to any court,  tribunal or other
     body or  authority  for the  appointment  of, or there shall  otherwise  be
     appointed, any administrator, bewindvoerder, receiver, liquidator, curator,
     sequestrator,  trustee or other similar  officer of the Issuer or of all or
     any part of the assets of the Issuer; or

          (h) the Issuer  applies for a  moratorium  or  suspension  of payments
     (surseance  van betaling) or for an  arrangement  with its creditors or for
     any  proceedings  or  arrangement  by which the  assets of the  Issuer  are
     submitted  to  the  control  of  its  creditors  or  the  Issuer  otherwise
     threatens, proposes or declares any moratorium on its debts or any class of
     its debts; or

          (i) the Issuer becomes,  or is declared by any competent  authority to
     be,  insolvent  (failliet)  or admits in writing its  inability  to pay its
     debts  as  they  fall  due  or is or  becomes  subject  to or  applies  for
     protection in any bankruptcy proceedings (faillissement).

          If an Event of Default with respect to any series of Securities at the
time  Outstanding  occurs and is  continuing,  then,  and in each and every such
case,  unless the  principal of all of the  Securities of such series shall have
already  become due and  payable,  either the Trustee or the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Securities of such
series,  by notice in  writing  to the  Issuer  (and to the  Trustee if given by
Securityholders), may declare the entire principal amount (or, if the Securities
of such series are  Original  Issue  Discount  Securities,  such  portion of the
principal  as may be  specified  in the terms of such  series or if so  provided
pursuant to Section 2.5 for  Securities  of any series,  such other amount as is
specified  pursuant  thereto)  of all of the  Securities  of such series and the
interest accrued thereon,  if any, to be due and payable  immediately,  and upon
any  such  declaration  the  same  shall  become  immediately  due and  payable;
provided, however, that the payment of the principal of and premium, if any, and
interest,  if any, on the Securities of such series shall remain subordinated to
the extent provided in Article Twelve hereof.

          The foregoing  provisions,  however, are subject to the condition that
if, at any time after the principal  (or, if the  Securities  are Original Issue
Discount  Securities,  such portion of the  principal as may be specified in the
terms  thereof or if so provided  pursuant to Section 2.5 for  Securities of any
series, such other amount as is specified pursuant thereto) of the Securities of
any series shall have been so declared due and payable,  and before any judgment
or decree for the payment of the moneys due shall have been  obtained or entered
as hereinafter provided,

          (a) the  Issuer  shall  pay or shall  deposit  with the  Trustee a sum
     sufficient to pay all matured  installments  of interest,  if any, upon all
     the  Securities of such series and the principal of any and all  Securities
     of  such  series  which  shall  have  become  due  otherwise  than  by such
     declaration of acceleration  (with interest upon such principal and, to the
     extent that payment of such interest is enforceable  under  applicable law,
     on overdue installments of interest, if any, at the Overdue Rate applicable
     to such  series to the date of such  payment or  deposit),  and all amounts
     payable to the Trustee pursuant to Section 5.5, and

          (b) any and all Events of Default under the Indenture  with respect to
     such series of Securities  other than the  non-payment  of the principal of
     such  Securities  which  shall  have  become  due by  such  declaration  of
     acceleration,  shall  have been  cured,  waived or  otherwise  remedied  as
     provided  herein  or  provision  shall  have  been  made  therefor  to  the
     satisfaction of the Trustee,

then and in every such case the Holders of not less than a majority in aggregate
principal amount of the Securities of such series then  Outstanding,  by written
notice to the Issuer and to the Trustee,  may rescind and annul such declaration
and its  consequences  with respect to such series,  but no such  rescission and
annulment shall extend to or shall affect any subsequent default or shall impair
any right consequent thereon.

          For all purposes under this  Indenture,  if a portion of the principal
of any  Original  Issue  Discount  Securities  shall have been  accelerated  and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration,  unless such declaration has been rescinded and annulled,  the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder,  to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the  principal  thereof  as  shall  be due  and  payable  as a  result  of  such
acceleration,  together  with  interest,  if any,  thereon and all other amounts
owing  thereunder,  shall  constitute  payment  in full of such  Original  Issue
Discount  Securities.  If the  Securities of any series provide the amount other
than the face amount  thereof  will be payable  upon the  maturity  thereof or a
declaration  of  acceleration  of the  maturity  thereof,  for  purposes of this
Section 4.1 the principal  amount of such Securities  shall be deemed to be such
amount  as  shall  be due and  payable  upon the  acceleration  of the  maturity
thereof,  except as may  otherwise be provided  with respect to such  Securities
pursuant to Section 2.5.

          SECTION  4.2 Payment of  Securities  on Default;  Suit  Therefor.  The
Issuer  covenants that (a) in case a default shall be made in the payment of any
installment  of interest on any of the Securities of any series as and when such
interest  shall  have  become  due and  payable,  and such  default  shall  have
continued  for a period of 30 days or (b) in case a default shall be made in the
payment of the principal of any of the  Securities of any series as and when the
same shall have become due and payable,  whether upon maturity of the Securities
of such series or upon redemption or by declaration or otherwise, or (c) in case
of a default  in the  making or  satisfaction  of any  sinking  fund  payment or
analogous obligation when the same becomes due by the terms of the Securities of
any series -- then,  upon  demand of the  Trustee,  the  Issuer  will pay to the
Trustee  for the  benefit of the  Holders of the  Securities  of such series the
whole amount then due and payable on all Securities of such series for principal
and  interest,  if any,  as the case may be (with  interest  to the date of such
payment  upon the overdue  principal  and,  to the extent  that  payment of such
interest  is  enforceable  under  applicable  law,  on overdue  installments  of
interest,  if any, at the Overdue Rate applicable to Securities of such series);
and in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, and any further amounts payable to the Trustee
and its agents and counsel pursuant to Section 5.5.

          Until  such  demand is made by the  Trustee,  the  Issuer  may pay the
principal  of and  interest,  if any,  on the  Securities  of any  series to the
registered Holders, whether or not the principal of and interest, if any, on the
Securities of such series be overdue.

          In case the Issuer shall fail  forthwith to pay such amounts upon such
demand,  the Trustee,  in its own name and as trustee of an express trust, shall
be entitled and  empowered to institute any action or  proceedings  at law or in
equity for the  collection of the sums so due and unpaid,  and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment  or final  decree  against  the  Issuer  or  other  obligor  upon  such
Securities and collect in the manner  provided by law out of the property of the
Issuer or other  obligor upon such  Securities,  wherever  situated,  the moneys
adjudged or decreed to be payable.

          In case there shall be pending  proceedings for the  liquidation,  for
the  bankruptcy or for moratorium of payments of the Issuer or any other obligor
upon  the  Securities  of  any  series  under  applicable  law,  or in  case  an
administrator,   bewindvoerder,  receiver,  liquidator,  curator,  sequestrator,
trustee  or  other  similar  officer  shall  have  been  appointed  for or taken
possession  of the  Issuer or of all or any part of the  assets of the Issuer or
any such obligor, or in case of any other similar judicial  proceedings relative
to the Issuer or other  obligor  upon the  Securities  of any series,  or to the
creditors  or  property  of the  Issuer  or such  other  obligor,  the  Trustee,
irrespective  of whether the principal of any  Securities  shall then be due and
payable as therein  expressed or by declaration or otherwise and irrespective of
whether the Trustee  shall have made any demand  pursuant to the  provisions  of
this  Section,  shall  be  entitled  and  empowered,  by  intervention  in  such
proceedings or otherwise, subject to the provisions of Article Twelve hereof:

          (a) to file and  prove a claim  or  claims  for the  whole  amount  of
     principal  (or, if the Securities of any series are Original Issue Discount
     Securities or if the  Securities of any series provide that an amount other
     than the face thereof will or may be payable upon maturity  thereof or upon
     a  declaration  of  acceleration  thereof,  such  amount  as may be due and
     payable with respect to such series pursuant to a declaration in accordance
     with Section 4.1) and interest,  if any, owing and unpaid in respect of the
     Securities of any series, and, in case of any judicial proceedings, to file
     such proofs of claim and other  papers or  documents as may be necessary or
     advisable in order to have the claims of the Trustee  (including  any claim
     for any amounts payable to the Trustee  pursuant to Section 5.5) and of the
     Securityholders  allowed in any judicial proceedings relating to the Issuer
     or other obligor upon the Securities of any series,  or to the creditors or
     property of the Issuer or such other obligor,

          (b) unless  prohibited by applicable law and  regulations,  to vote on
     behalf of the Holders of the  Securities of any series in any election of a
     trustee or a standby trustee in arrangement, reorganization, liquidation or
     other  bankruptcy  or  insolvency  proceedings  or of a  person  performing
     similar functions in comparable proceedings, and

          (c) to collect  and receive  any moneys or other  property  payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the  Securityholders  and of the  Trustee on their
     behalf  (after  deduction  of costs and  expenses  of  collection,  and any
     further amounts payable to the Trustee pursuant to Section 5.5 and incurred
     by  it  up  to  the   date  of   distribution);   and  any   administrator,
     bewindvoerder,  receiver,  liquidator,  curator,  sequestrator,  trustee or
     other similar officer is hereby  authorized by each of the  Securityholders
     to make  payments to the Trustee,  and, in the event that the Trustee shall
     consent to the making of payments directly to the  Securityholders,  to pay
     to the Trustee costs and expenses of  collection,  and any further  amounts
     payable to the Trustee pursuant to Section 5.5 and incurred by it up to the
     date of distribution.

          Nothing herein  contained  shall be deemed to authorize the Trustee to
authorize  or  consent  to or vote  for or  accept  or adopt  on  behalf  of any
Securityholder   any  plan  of   reorganization,   arrangement,   adjustment  or
composition  affecting the  Securities of any series or the rights of any Holder
thereof,  or to  authorize  the  Trustee  to vote in respect of the claim of any
Securityholder  in any such  proceeding  except,  as aforesaid,  to vote for the
election of a trustee in bankruptcy or similar person.

          All rights of action and of asserting claims under this Indenture,  or
under the Securities of any series,  may be enforced by the Trustee  without the
possession of any of the Securities of such series or the production  thereof on
any  trial  or other  proceedings  relative  thereto,  and any  such  action  or
proceedings  instituted  by the  Trustee  shall  be  brought  in its own name as
trustee of an express  trust,  and any  recovery of  judgment,  shall be for the
ratable benefit of the Holders of the Securities in respect of which such action
was taken.

          In any proceedings brought by the Trustee (and also any proceedings in
which a declaratory  judgment of a court may be sought as to the  interpretation
or construction of any provision of this Indenture to which the Trustee shall be
a  party)  the  Trustee  shall  be held to  represent  all  the  Holders  of the
Securities to which such  proceedings  relate,  and it shall not be necessary to
make any Holders of such Securities parties to any such proceedings.

          SECTION 4.3 Application of Moneys Collected by Trustee. Subject to the
provisions  of Article  Twelve  hereof,  any  moneys  collected  by the  Trustee
pursuant to this Article shall be applied in the following  order at the date or
dates fixed by the Trustee  and, in the case of  distribution  of such moneys on
account of principal or interest, upon presentation of the several Securities in
respect of which moneys have been  collected and stamping (or otherwise  noting)
thereon the  payment,  or issuing  Securities  in reduced  principal  amounts in
exchange  for the  presented  Securities  of like  series  (or,  in the  case of
Securities of a series issued in more than one tranche, of the same tranche) and
tenor if only partially paid, or upon surrender thereof if fully paid:

          FIRST:  To the  payment  of amounts  due to the  Trustee  pursuant  to
     Section 5.5;

          SECOND: In case the principal of the Outstanding Securities in respect
     of which moneys have been  collected  shall not have become and be then due
     and  payable,  to the payment of  interest,  if any, on the  Securities  in
     default in the order of the maturity of the  installments of such interest,
     with interest (to the extent that such  interest has been  collected by the
     Trustee and to the extent  permitted  by  applicable  law) upon the overdue
     installments of interest at the Overdue Rate applicable to such Securities,
     such payments to be made ratably to the persons entitled  thereto,  without
     discrimination or preference;

          THIRD: In case the principal of the Outstanding  Securities in respect
     of which moneys have been collected shall have become and shall be then due
     and payable by declaration or otherwise, to the payment of the whole amount
     then owing and unpaid upon such  Securities for principal and interest,  if
     any, with interest upon the overdue principal, and (to the extent that such
     interest has been  collected by the Trustee and to the extent  permitted by
     applicable  law) upon  overdue  installments  of  interest,  if any, at the
     Overdue Rate applicable to such  Securities;  and in case such moneys shall
     be insufficient to pay in full the whole amount so due and unpaid upon such
     Securities,  then to the payment of such  principal and  interest,  if any,
     without  preference or priority of principal over  interest,  if any, or of
     interest,  if any, over principal,  or of any  installment of interest,  if
     any,  over any other  installment  of interest,  if any, or of any Security
     over any other  Security,  ratably to the  aggregate of such  principal and
     accrued and unpaid interest, if any; and

          FOURTH: To the payment of the remainder, if any, to the Issuer.

          SECTION  4.4  Proceedings  by  Trustee.  In case an Event  of  Default
hereunder has occurred,  has not been waived and is continuing,  the Trustee may
in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such  appropriate  judicial  proceedings  as the Trustee shall deem
most  effectual to protect and enforce any of such  rights,  either at law or in
equity or  otherwise,  whether for the specific  enforcement  of any covenant or
agreement  contained  in this  Indenture  or in aid of the exercise of any power
granted in this  Indenture  or to enforce  any other  legal or  equitable  right
vested in the Trustee by this Indenture or by law.

          SECTION 4.5  Restoration of Rights on Abandonment of  Proceedings.  In
case the Trustee or any Securityholder shall have proceeded to enforce any right
under  this  Indenture  and such  proceedings  shall have been  discontinued  or
abandoned for any reason, or shall have been determined adversely to the Trustee
or to  such  Securityholder,  then  and in  every  such  case  the  Issuer,  the
Securityholder  and the  Trustee  shall,  subject to any  determination  in such
proceeding, be restored severally and respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee
and the  Securityholders  shall continue as though no such  proceedings had been
taken.

          SECTION 4.6 Proceedings by Securityholders.  No Holder of any Security
of any series shall have any right by virtue or by availing of any  provision of
this  Indenture to institute  any action or proceeding at law or in equity or in
bankruptcy,  moratorium of payments,  liquidation  or otherwise upon or under or
with respect to this  Indenture,  or for the  appointment  of an  administrator,
bewindvoerder,  receiver, liquidator,  curator,  sequestrator,  trustee or other
similar officer or for any other remedy hereunder, unless such Holder previously
shall have  given to the  Trustee  written  notice of  default  with  respect to
Securities  of such  series  and of the  continuance  thereof,  as  hereinbefore
provided,  and  unless  also  the  Holders  of not less  than  25% in  aggregate
principal  amount of the Securities of such series then  Outstanding  shall have
made  written  request  upon the  Trustee  to  institute  such  action,  suit or
proceedings  in its own name as Trustee  hereunder and shall have offered to the
Trustee  such  indemnity  as it may  require  against  the costs,  expenses  and
liabilities to be incurred  therein or thereby and the Trustee for 60 days after
its receipt of such notice,  request and offer of indemnity shall have neglected
or refused to institute  any such action,  suit or  proceeding  and no direction
inconsistent  with such  written  request  shall have been given to the  Trustee
pursuant  to Section  4.8 during such 60 day  period;  it being  understood  and
intended,  and being  expressly  covenanted  by the  taker  and  Holder of every
Security with every other taker and Holder and the Trustee,  that no one or more
Holders of any Securities  shall have any right in any manner whatever by virtue
or by  availing  of any  provision  of this  Indenture  to  affect,  disturb  or
prejudice the rights of any other Holder of Securities,  or to obtain or seek to
obtain  priority  over or preference to any other Holder or to enforce any right
under this  Indenture,  except in the manner herein  provided and for the equal,
ratable  and common  benefit  of all  Holders of  Securities  of the  applicable
series.  For the protection  and  enforcement of the provisions of this Section,
each and every  Securityholder  and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

          SECTION 4.7 Remedies Cumulative and Continuing.  Except as provided in
Section 4.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the  Securityholders  is  intended to be  exclusive  of any other right or
remedy,  and every right and remedy  shall,  to the extent  permitted by law, be
cumulative  and in addition to every other right and remedy  given  hereunder or
now or hereafter  existing at law or in equity or  otherwise.  The  assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

          No  delay or  omission  of the  Trustee  or of any  Securityholder  to
exercise any right or power  accruing  upon any Event of Default  occurring  and
continuing  as  aforesaid  shall  impair  any  such  right  or power or shall be
construed  to be a  waiver  of any  such  Event of  Default  or an  acquiescence
therein;  and,  subject to Section  4.6,  every  power and remedy  given by this
Indenture  or by law  to the  Trustee  or to the  Securityholders  of any or all
series,  as the case may be, may be exercised from time to time, and as often as
shall be deemed  expedient,  by the  Trustee or by the  Securityholders  of such
series or all series, as the case may be.

          SECTION 4.8 Control by Securityholders. The Holders of not less than a
majority in aggregate principal amount of the Securities of each series affected
at the time  Outstanding  (with each such series  voting  separately as a class)
shall have the right to direct  the time,  method  and place of  conducting  any
proceeding for any remedy  available to the Trustee,  or exercising any trust or
power  conferred on the Trustee by this  Indenture with respect to Securities of
such series.  Notwithstanding  any of the foregoing,  no such direction shall be
otherwise  than in accordance  with law and the provisions of this Indenture and
(subject to the  requirements  of the Trust  Indenture  Act of 1939) the Trustee
shall have the right to decline to follow  any such  direction  if the  Trustee,
being  advised by counsel,  shall  determine  that the action or  proceeding  so
directed  may not  lawfully be taken or would be  prejudicial  to the Holders of
such  Securities  not  taking  part in such  direction,  or the  Holders  of the
Securities of any other series,  or if the Trustee in good faith by its board of
directors,  the  executive  committee  or a  trust  committee  of  directors  or
Responsible  Officers  of  the  Trustee  shall  determine  that  the  action  or
proceedings so directed would involve the Trustee in personal liability.

          Nothing in this Indenture shall impair the right of the Trustee in its
discretion  to take any action  deemed  proper by the  Trustee  and which is not
inconsistent with such direction or directions by Securityholders.

          SECTION 4.9 Waiver of Past Defaults.  Prior to the  declaration of the
acceleration  of the maturity of the  Securities  of any  particular  series the
Holders  of not less  than a  majority  in  aggregate  principal  amount  of the
Securities of such  particular  series at the time  Outstanding may on behalf of
the  Holders of all the  Securities  of such  particular  series  waive any past
default  or Event of Default  with  respect  to such  particular  series and its
consequences,  except a default in respect of a  covenant  or  provision  hereof
which  cannot be modified  or amended  without the consent of the Holder of each
Outstanding  Security  affected as  provided in Section  7.2. In the case of any
such waiver,  the Issuer,  the Trustee and the Holders of the Securities of each
series  affected  shall  be  restored  to  their  former  positions  and  rights
hereunder,  respectively;  but no such waiver shall extend to any  subsequent or
other default or Event of Default or impair any right consequent thereon.

          Upon any such waiver,  such default shall cease to exist and be deemed
to have been cured and not to have  occurred,  and any Event of Default  arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture.

                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

          SECTION 5.1 Reliance on Documents,  Opinions, etc.; No Requirement for
Expenditure of Own Funds.  Subject to the provisions of the Trust  Indenture Act
of 1939:

          (a) prior to the occurrence of an Event of Default hereunder and after
     the  curing  or  waiving  of  all  Events  of  Default,   the  Trustee  may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein,  in the absence of bad faith on the part of
     the  Trustee,  upon  certificates,  notices or opinions  conforming  to the
     requirements of this Indenture;  but in the case of any such  certificates,
     notices or opinions which by any provision hereof are specifically required
     to be  furnished  to the  Trustee,  the  Trustee  shall  be under a duty to
     examine  the  same  to  determine  whether  or  not  they  conform  to  the
     requirements  of this Indenture  (but need not confirm or  investigate  the
     accuracy of mathematical calculations or other facts stated therein);

          (b) any request,  direction,  order or demand of the Issuer  mentioned
     herein shall be sufficiently  evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically  prescribed);  and
     any Resolution may be evidenced to the Trustee by a copy thereof  certified
     by the secretary of the Issuer;

          (c) the Trustee may consult with counsel of its own  selection and any
     advice of such  counsel or Opinion  of Counsel  shall be full and  complete
     authorization  and  protection in respect of any action taken,  suffered or
     omitted to be taken by it  hereunder in good faith and in  accordance  with
     such advice or Opinion of Counsel;

          (d) the Trustee  shall be under no  obligation  to exercise any of the
     rights or powers  vested in it by this  Indenture at the request,  order or
     direction of any of the Securityholders  pursuant to the provisions of this
     Indenture,  unless such  Securityholders  shall have offered to the Trustee
     security or indemnity  against the costs,  expenses and  liabilities  which
     might be incurred therein or thereby;

          (e) prior to the occurrence of an Event of Default hereunder and after
     the curing or waiving of all Events of Default,  the  Trustee  shall not be
     bound to make any  investigation  into the facts or  matters  stated in any
     resolution,  certificate,  statement,  instrument, opinion, report, notice,
     request,  consent, order, bond, direction,  note or other paper or document
     unless  requested  in  writing  so to do by the  Holders of not less than a
     majority in  aggregate  principal  amount of the  Securities  of any series
     affected  then  Outstanding;   provided  that,  if  the  payment  within  a
     reasonable time to the Trustee of the costs, expenses or liabilities likely
     to be incurred by it in the making of such investigation is, in the opinion
     of the  Trustee,  not  reasonably  assured to the  Trustee by the  security
     afforded  to it by the terms of this  Indenture,  the  Trustee  may require
     indemnity  satisfactory  to it against such  expenses or  liabilities  as a
     condition to proceeding; and the expenses of every such investigation shall
     be paid by the  Issuer or, if paid by the  Trustee,  shall be repaid by the
     Issuer upon demand;

          (f) the Trustee may execute any of the trusts or powers  hereunder  or
     perform any duties  hereunder  either  directly or by or through  agents or
     attorneys  not  regularly  in its  employ  and  the  Trustee  shall  not be
     responsible  for any misconduct or negligence on the part of any such agent
     or attorney appointed with due care by it hereunder; and

          (g) the Trustee may conclusively  rely and shall be fully protected in
     acting  or  refraining  from  acting  upon  any  resolution,   certificate,
     statement,   instrument,   opinion,  report,  notice,  request,  direction,
     consent,  order, bond,  debenture,  note, other evidence of indebtedness or
     other  paper or  document  (whether  in its  original  or  facsimile  form)
     believed by it to be genuine and to have been  signed or  presented  by the
     proper party or parties.

          None of the provisions  contained in this Indenture shall be construed
as  requiring  the  Trustee to expend or risk its own funds or  otherwise  incur
personal  financial  liability in the performance of any of its duties or in the
exercise of any of its rights or powers if there shall be reasonable grounds for
believing  that the repayment of such funds or adequate  indemnity  against such
risk or  liability  is not  reasonably  assured to it.  Whether  or not  therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting  the  liability of or affording  protection to the Trustee shall be
subject to the requirements of the Trust Indenture Act of 1939.

          SECTION  5.2  No  Responsibility  for  Recitals,   etc.  The  recitals
contained  herein and in the  Securities,  except the Trustee's  certificates of
authentication,  shall be taken as the statements of the Issuer, and the Trustee
assumes no responsibility  for the correctness of the same. The Trustee makes no
representation  as to the validity or  sufficiency  of this  Indenture or of the
Securities,  provided  that the  Trustee  shall not be  relieved  of its duty to
authenticate Securities only as authorized by this Indenture.  The Trustee shall
not be  accountable  for  the use or  application  by the  Issuer  of any of the
Securities or of the proceeds thereof.

          SECTION 5.3 Trustee and Agents May Hold Securities. The Trustee or any
agent of the Issuer or the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities  with the same rights it would have if
it were not the Trustee or such agent and,  subject to the  requirements  of the
Trust  Indenture Act of 1939,  may  otherwise  deal with the Issuer and receive,
collect,  hold and retain  collections  from the Issuer  with the same rights it
would have if it were not the Trustee or such agent.

          SECTION 5.4 Moneys to Be Held in Trust.  Subject to the  provisions of
Sections  9.3 and 9.4, all moneys  received by the Trustee or any paying  agent,
all money and U.S. Government Obligations deposited with the Trustee pursuant to
Section 9.8 and all money received by the Trustee in respect of U.S.  Government
Obligations  deposited with the Trustee  pursuant to Section 9.8,  shall,  until
used or applied as herein provided,  be held in trust for the purposes for which
they were  received,  but need not be segregated  from other funds except to the
extent  required by  mandatory  provisions  of law.  Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received by
it  hereunder,  except  such as it may agree in  writing  with the Issuer to pay
thereon.  So long as no Event of Default shall have occurred and be  continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written  order of the Issuer  signed by one of its  officers,  who is one of the
officers who may sign an Officers' Certificate.

          SECTION 5.5 Compensation and Expenses of Trustee. The Issuer covenants
and agrees to pay to the Trustee  from time to time,  and the  Trustee  shall be
entitled  to,  such  compensation  as shall be  agreed  to from  time to time in
writing  by the  Issuer  and the  Trustee  (which  shall not be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise  expressly  provided,  the Issuer will pay or reimburse
the Trustee  upon its request for all  reasonable  expenses,  disbursements  and
advances  incurred or made by or on behalf of it in  accordance  with any of the
provisions of this  Indenture  (including the  reasonable  compensation  and the
expenses and  disbursements  of its counsel and of all persons not  regularly in
its employ) except any such expense,  disbursement  or advance as may arise from
its negligence or bad faith.  The Issuer also covenants to indemnify the Trustee
and any predecessor  Trustee for, and to hold it harmless  against,  any and all
loss,  liability,  damage,  claim or expense,  including taxes (other than taxes
based on the income of the Trustee) incurred without  negligence or bad faith on
its part,  arising out of or in connection with the acceptance or administration
of this Indenture or the trusts  hereunder and its duties  hereunder,  including
the costs and expenses of defending itself against any claim of liability in the
premises.  The  obligations  of the Issuer under this Section to compensate  and
indemnify  the Trustee and its agents and  counsel and to pay or  reimburse  the
Trustee for expenses,  disbursements  and advances shall  constitute  additional
indebtedness  hereunder and shall survive the satisfaction and discharge of this
Indenture. Such additional indebtedness shall be secured by a lien prior to that
of the  Securities  upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the Holders of particular
Securities.

          When the Trustee  incurs  expenses or renders  services in  connection
with an Event of Default  specified  in Section  4.1(f),  (g),  (h) or (i),  the
expenses  (including  the  reasonable  fees and expenses of its counsel) and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under any applicable  bankruptcy,  insolvency,  reorganization or
other similar laws.

          SECTION 5.6 Right of Trustee to Rely on  Officers'  Certificate,  etc.
Subject to the requirements of the Trust Indenture Act of 1939,  whenever in the
administration  of the  trusts  of this  Indenture  the  Trustee  shall  deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering  or omitting  any action to be taken  hereunder,  such matter  (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence  or bad faith on the part of the Trustee,  be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate,  in the absence of negligence or bad faith on the
part of the Trustee,  shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture.

          SECTION 5.7  Eligibility  of  Trustee.  The Trustee for each series of
Securities hereunder shall at all times be a corporation which complies with the
requirements of the Trust Indenture Act of 1939,  having a combined  capital and
surplus of at least  U.S.$5,000,000.  If such corporation  publishes  reports of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid  supervising  or  examining  authority,  then for the purposes of this
Section,  the combined capital and surplus of such corporation at any time shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 5.8.

          SECTION  5.8  Resignation  or  Removal  of  Trustee;   Appointment  of
Successor  Trustee.  (a) The  Trustee,  or any  trustee  or  trustees  hereafter
appointed,  may at any time resign with  respect to one or more or all series of
Securities by giving written notice of resignation to the Issuer. Upon receiving
such  notice of  resignation,  the Issuer  shall  promptly  appoint a  successor
trustee or trustees with respect to the applicable series by written  instrument
in duplicate,  executed by authority of the Executive  Board,  one copy of which
instrument  shall be  delivered  to the  resigning  Trustee  and one copy to the
successor  trustee  or  trustees.  If no  successor  trustee  shall have been so
appointed  with respect to any series and have  accepted  appointment  within 30
days after the mailing of such notice of resignation,  the resigning trustee may
petition, at the expense of the Issuer, any court of competent  jurisdiction for
the appointment of a successor  trustee,  or any  Securityholder  who has been a
bona fide Holder of a Security or  Securities  of the  applicable  series for at
least six months may,  subject to the requirements of the Trust Indenture Act of
1939, on behalf of himself and all others similarly situated,  petition any such
court for the  appointment  of a successor  trustee.  Such court may  thereupon,
after  such  notice,  if any,  as it may deem  proper and  prescribe,  appoint a
successor trustee.

          (b) In case at any time any of the following shall occur:

          (i) the Trustee  shall cease to be  eligible  in  accordance  with the
     provisions  of Section  5.7 with  respect to any series of  Securities  and
     shall fail to resign after written request therefor by the Issuer or by any
     Securityholder; or

          (ii) the Trustee shall become  incapable of acting with respect to any
     series of  Securities,  or shall be adjudged a bankrupt or insolvent,  or a
     receiver  or  liquidator  of  the  Trustee  or of  its  property  shall  be
     appointed,  or any  public  officer  shall  take  charge or  control of the
     Trustee or of its  property or affairs  for the purpose of  rehabilitation,
     conservation or liquidation;

then,  in any such case,  the Issuer by  Resolution  may remove the Trustee with
respect to the applicable  series of Securities (or all series, if required) and
appoint a successor trustee for such series by written instrument, in duplicate,
executed by authority of the Executive Board, one copy of which instrument shall
be  delivered to the Trustee so removed and one copy to the  successor  trustee,
or,  subject  to the  requirements  of the  Trust  Indenture  Act of  1939,  any
Securityholder  who has been a bona fide Holder of a Security or  Securities  of
such  series for at least six  months  may on behalf of  himself  and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the  appointment of a successor  trustee with respect to such
series.  Such court may  thereupon,  after such  notice,  if any, as it may deem
proper and  prescribe,  remove the Trustee and appoint a successor  trustee with
respect to such series.

          (c) The Holders of a majority  in  aggregate  principal  amount of the
Securities  of any  series at the time  Outstanding  may at any time  remove the
Trustee  with  respect to  Securities  of such  series and  appoint a  successor
trustee  with  respect to the  Securities  of such series by  delivering  to the
Trustee so removed,  to the successor trustee so appointed and to the Issuer the
evidence  provided  for in Section 6.1 of the action in that regard taken by the
Securityholders.  If no  successor  trustee  shall have been so  appointed  with
respect to any series and shall have accepted  appointment  within 30 days after
the mailing of such notice of removal,  the  removed  Trustee may  petition  any
court of competent  jurisdiction for the appointment of a successor trustee,  or
any  Securityholder  who has been a bona fide Holder of a Security or Securities
of  the  applicable  series  for  at  least  six  months  may,  subject  to  the
requirements  of the Trust  Indenture  Act of 1939, on behalf of himself and all
others  similarly  situated,  petition any such court for the  appointment  of a
successor  trustee.  Such court may thereupon,  after such notice, if any, as it
may deem proper and prescribe, appoint a successor trustee.

          (d) Any  resignation  or removal of the  Trustee  with  respect to any
series and any  appointment  of a successor  trustee with respect to such series
pursuant to any of the  provisions  of this Section 5.8 shall  become  effective
upon  acceptance of appointment by the successor  trustee as provided in Section
5.9.

          SECTION 5.9  Acceptance  of  Appointment  by  Successor  Trustee.  Any
successor   trustee   appointed  as  provided  in  Section  5.8  shall  execute,
acknowledge  and  deliver  to  the  Issuer  and to its  predecessor  Trustee  an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or removal of the  predecessor  Trustee  with  respect to all or any  applicable
series shall become  effective and such successor  trustee,  without any further
act, deed or conveyance, shall become vested with all rights, powers, duties and
obligations with respect to such series of its predecessor hereunder,  with like
effect  as if  originally  named as  trustee  for such  series  hereunder;  but,
nevertheless,  on the written request of the Issuer or of the successor trustee,
upon payment of any amounts then due to it and its agents and counsel,  pursuant
to Section 5.5, the predecessor Trustee ceasing to act shall, subject to Section
9.4,  pay over to the  successor  trustee  all  moneys  at the  time  held by it
hereunder  and shall  execute and  deliver an  instrument  transferring  to such
successor trustee all such rights, powers, duties and obligations.  Upon request
of any such successor trustee,  the Issuer shall execute any and all instruments
in  writing  for more fully and  certainly  vesting  in and  confirming  to such
successor trustee all such rights and powers.  Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the  provisions of Section
5.5.

          If a successor  trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer,  the predecessor  Trustee and each
successor  trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture  supplemental  hereto which shall  contain such
provisions  to confirm  that all the  rights,  powers,  trusts and duties of the
predecessor Trustee with respect to the Securities of any series as to which the
predecessor  Trustee  is  not  retiring  shall  continue  to be  vested  in  the
predecessor  Trustee,  and shall add to or change any of the  provisions of this
Indenture as shall be necessary to provide for or facilitate the  administration
of the trusts  hereunder  by more than one  trustee,  it being  understood  that
nothing herein or in such supplemental  indenture shall constitute such trustees
co-trustees  of the same trust and that each such trustee  shall be trustee of a
trust or trusts hereunder  separate and apart from any trust or trusts hereunder
administered by any other such trustee.

          No successor  trustee with respect to any series of  Securities  shall
accept  appointment  as provided in this  Section 5.9 unless at the time of such
acceptance  such  successor  trustee  shall,  with  respect to such  series,  be
qualified  under the provisions of the Trust  Indenture Act of 1939 and eligible
under the provisions of Section 5.7.

          Upon acceptance of appointment by any successor trustee as provided in
this  Section  5.9,  the Issuer  shall  mail  notice  thereof to the  Holders of
Securities of any series for which such  successor  trustee is acting as trustee
at their last  addresses  as they shall  appear in the  Register.  If the Issuer
fails to mail such notice within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the Issuer's expense.

          SECTION  5.10  Merger,  Conversion,  Consolidation  or  Succession  to
Business of  Trustee.  Any  corporation  into which the Trustee may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion  or  consolidation  to which the Trustee shall be a
party,  or any  corporation  succeeding to the corporate  trust  business of the
Trustee,  shall be the successor of the Trustee hereunder,  provided,  that such
corporation  shall be qualified  under the provisions of the Trust Indenture Act
of 1939 and eligible under the provisions of Section 5.7,  without the execution
or  filing  of any paper or any  further  act on the part of any of the  parties
hereto, anything herein to the contrary notwithstanding.

          In case at the time such successor to the Trustee shall succeed to the
trusts  created by this Indenture any of the Securities of any series shall have
been  authenticated  but not  delivered,  any such  successor  to the Trustee by
merger,  conversion or consolidation may adopt the certificate of authentication
of any predecessor Trustee and deliver such Securities so authenticated; and, in
case at that  time any of the  Securities  of any  series  shall  not have  been
authenticated,  any successor to the Trustee may  authenticate  such  Securities
either in the name of such successor to the Trustee or, if such successor to the
Trustee is a successor by merger,  conversion or  consolidation,  in the name of
any predecessor hereunder; and in all such cases such certificate shall have the
full force which the certificate of the Trustee shall have as provided  anywhere
in the Securities of such series or in this Indenture.

          SECTION  5.11  Reports by Trustee to  Securityholders.  Within 60 days
after March 15 in each year,  beginning  with the March 15 following the date of
this  Indenture,  the Trustee shall mail to the  Securityholders  a brief report
dated as of such  reporting  date in  compliance  with ss.  313(a)  of the Trust
Indenture  Act of 1939.  The Trustee  also shall  comply with ss.  313(b) of the
Trust Indenture Act of 1939. The Trustee shall also transmit by mail all reports
as required by ss. 313(c) of the Trust  Indenture Act of 1939.  The Issuer shall
promptly  notify  the  Trustee  when the  Securities  are  listed  on any  stock
exchange.

          SECTION 5.12 Trustee's  Application for Instructions  from the Issuer.
Any application by the Trustee for written  instructions from the Issuer may, at
the option of the Trustee,  set forth in writing any action proposed to be taken
or omitted by the  Trustee  under this  Indenture  and the date on and/or  after
which  such  action  shall be taken or such  omission  shall be  effective.  The
Trustee shall not be liable for any action taken by, or omission of, the Trustee
in accordance with a proposal  included in such application on or after the date
specified in such application  (which date shall not be less than three Business
Days  after  the  date  any  officer  of  the  Issuer  actually   receives  such
application,  unless any such  officer  shall have  consented  in writing to any
earlier date) unless prior to taking any such action (or the  effective  date in
the case of an omission),  the Trustee shall have received written  instructions
in response to such application specifying the action to be taken or omitted.

                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

          SECTION 6.1 Action by  Securityholders.  Whenever in this Indenture it
is provided that the Holders of a specified  percentage  in aggregate  principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice,  consent or waiver or
the  taking of any other  action)  the fact that at the time of taking  any such
action the  Holders of such  specified  percentage  have  joined  therein may be
evidenced (a) by any  instrument or any number of  instruments  of similar tenor
executed by such  Securityholders  in person or by agent or proxy  appointed  in
writing,  or (b) by the  record of such  Holders of  Securities  voting in favor
thereof  at any  meeting  of  such  Securityholders  duly  called  and  held  in
accordance with the provisions of this Article,  or (c) by a combination of such
instrument  or  instruments  and  any  such  record  of such a  meeting  of such
Securityholders; and, except as herein otherwise expressly provided, such action
shall become  effective when such  instrument or instruments  and/or such record
are  delivered to the Trustee.  Proof of  execution  of any  instrument  or of a
writing  appointing  any such agent or proxy shall be sufficient for any purpose
of this Indenture and (subject to the requirements of the Trust Indenture Act of
1939 and Section 5.1) conclusive in favor of the Trustee and the Issuer, if made
in the manner provided in this Article.

          In determining  whether the Holders of the requisite  principal amount
of Outstanding  Securities of any or all series have taken any action (including
the  making of any demand or  request),  the  giving of any  notice,  consent or
waiver (or the taking of any other action)  hereunder and in determining  voting
rights  of any  Holder  of a  Security  hereunder  (i) the  principal  amount of
Original Issue Discount  Securities  that shall be deemed to be Outstanding  for
such purposes shall be the amount of the principal thereof that would be due and
payable as of the date of such  determination upon a declaration of acceleration
of the maturity  thereof pursuant to Section 4.1, (ii) in the case of Securities
which  provide that an amount other than the face amount  thereof will or may be
payable upon the maturity  thereof or upon a declaration of  acceleration of the
maturity  thereof,  the principal amount of such Securities that shall be deemed
to be  Outstanding  for such purposes  shall be the amount that would be due and
payable in respect of such Securities as of the date of such  determination upon
a declaration of acceleration of the maturity  thereof  pursuant to Section 4.1,
and (iii) the principal amount of any Security, the principal amount of which is
denominated in a currency  other than U.S.  dollars or in units of currencies or
in a composite  currency (the "Specified  Currency")  shall be deemed to be that
amount of U.S. dollars which could have been obtained by the face amount of such
Specified  Currency at the Market  Exchange  Rate.  For purposes of this Section
6.1,  "Market Exchange Rate" means,  unless otherwise  specified for a Specified
Currency  with  respect to any series of the Notes  pursuant to Section 2.5, the
noon  U.S.  dollar  buying  rate in New York  City for  cable  transfers  of the
Specified  Currency  published  by the  Federal  Reserve  Bank of New York.

          All decisions and  determinations  of the Trustee regarding the Market
Exchange  Rate or any  alternative  determination  provided for in the preceding
paragraph  shall be in its sole discretion and shall, in the absence of manifest
error,  be  conclusive  to the  extent  permitted  by law for all  purposes  and
irrevocably binding upon the Issuer and all Securityholders.

          If the Issuer  shall  solicit  from the  Securityholders  any  demand,
request,  notice,  consent, waiver or the taking of any other action (other than
in accordance with the  Securityholders  voting provisions set forth in Sections
6.6  through  6.14 of  this  Article),  the  Issuer  may,  at its  option,  by a
Resolution,  fix in  advance  a record  date for the  determination  of  Holders
entitled to give such demand, request, notice, consent or waiver or to take such
other action, but the Issuer shall have no obligation to do so. If such a record
date is fixed,  such  demand,  request,  notice,  consent,  waiver or such other
action  may  be  given   before  or  after  the  record   date,   but  only  the
Securityholders  of record at the close of  business on the record date shall be
deemed to be Holders for the  purposes  of  determining  whether  Holders of the
requisite  percentage of  Securities  Outstanding  have  authorized or agreed or
consented  to such demand,  request,  notice,  consent,  waiver or taking of any
other action, and for that purpose the Securities  Outstanding shall be computed
as of the record date; provided, that no such demand, request,  notice, consent,
waiver or taking of any other  action by the Holders on the record date shall be
deemed effective unless it shall become effective  pursuant to the provisions of
this Indenture not later than six months after the record date.

          SECTION  6.2 Proof of  Execution  by  Securityholders.  Subject to the
requirements of the Trust Indenture Act of 1939 and Sections 5.1 and 6.11, proof
of the  execution of any  instrument by a  Securityholder  or his agent or proxy
shall be  sufficient  if made in  accordance  with  such  reasonable  rules  and
regulations  as is necessary or as may be  prescribed  by the Trustee or in such
manner as shall be  satisfactory  to the Trustee.  The  ownership of  Securities
shall be proved by the Register or by a certificate of the Person  designated by
the Issuer to keep the Register and to act as repository in accordance  with the
provisions of Section 2.10.

          The  record  of any  Securityholders'  meeting  shall be proved in the
manner provided in Section 6.12.

          SECTION 6.3 Holders to Be Treated as Owners.  The Issuer,  the Trustee
and any agent of the  Issuer  or the  Trustee  may deem and treat the  Person in
whose name any Security  shall be  registered in the Register for such series as
the  absolute  owner of such  Security  (whether or not such  Security  shall be
overdue and  notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving  payment of or on account of the  principal of and,
subject to the provisions of this Indenture,  interest, if any, on such Security
and for all other purposes;  and none of the Issuer, the Trustee or any agent of
the Issuer or the Trustee shall be affected by any notice to the  contrary.  All
such  payments so made to any such  Person,  or upon his order,  shall be valid,
and,  to the  extent  of the sum or sums  so  paid,  effectual  to  satisfy  and
discharge the liability for moneys payable upon any such Security.

          SECTION 6.4  Securities  Owned by Issuer  Deemed Not  Outstanding.  In
determining  whether the Holders of the requisite  aggregate principal amount of
Outstanding  Securities  of any or all  series  have  concurred  in any  demand,
request, notice, direction,  consent or waiver under this Indenture,  Securities
which  are  owned by the  Issuer or any other  obligor  on the  Securities  with
respect to which such  determination  is being made or by any Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control with the Issuer or any other obligor on the  Securities  with respect to
which such determination is being made shall be disregarded and deemed not to be
Outstanding  for the  purpose  of any such  determination,  except  that for the
purpose of determining  whether the Trustee shall be protected in relying on any
such demand, request, notice, direction, consent or waiver only Securities which
a  Responsible  Officer of the Trustee  actually  knows are so owned shall be so
disregarded.  Securities  so owned which have been  pledged in good faith may be
regarded  as  Outstanding  for  purposes  of  this  Section  6.4 if the  pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with  respect to such  Securities  and that the pledgee is not the Issuer or any
other  obligor  upon  the  Securities  or  any  Person  directly  or  indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer or any other obligor on the  Securities.  In case of a dispute as to such
right, the advice of counsel shall be full protection in respect of any decision
made by the Trustee in accordance with such advice. Upon request of the Trustee,
the Issuer  shall  furnish to the  Trustee  promptly  an  Officers'  Certificate
listing and identifying all Securities,  if any, known by the Issuer to be owned
or  held by or for  the  account  of any of the  above-described  persons;  and,
subject to the  requirements of the Trust Indenture Act of 1939 and Section 5.1,
the  Trustee  shall,  in the absence of manifest  error,  accept such  Officers'
Certificate  as  conclusive  evidence of the facts  therein set forth and of the
fact that all Securities not listed therein are  Outstanding  for the purpose of
any such determination.

          SECTION 6.5 Right of Revocation of Action Taken.  At any time prior to
(but not after) the  evidencing  to the Trustee,  as provided in Section 6.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series,  as the case may be, specified in
this  Indenture in  connection  with such  action,  any Holder of a Security the
serial number or other  distinguishing  symbol of which is shown by the evidence
to be included among the serial numbers or other  distinguishing  symbols of the
Securities  the  Holders of which have  consented  to such action may, by filing
written notice to a Responsible  Officer at the Corporate  Trust Office and upon
proof of holding as  provided  in this  Article,  revoke  such  action so far as
concerns such Security.  Except as aforesaid any such action taken by the Holder
of any Security  shall be  conclusive  and binding upon such Holder and upon all
future  Holders  and owners of such  Security  and of any  Securities  issued in
exchange or substitution  therefor,  irrespective of whether or not any notation
in  regard  thereto  is made upon any such  Security.  Any  action  taken by the
Holders of the percentage in aggregate principal amount of the Securities of any
or all series,  as the case may be,  specified in this  Indenture in  connection
with such action shall be conclusively  binding upon the Issuer, the Trustee and
the Holders of all the Securities affected by such action.

          SECTION 6.6 Securityholders' Meetings;  Purposes. A meeting of Holders
of Securities of any series or all series,  as the case may be, may be called at
any time and from time to time  pursuant to the  provisions  of this Article Six
for any of the following purposes:

          (1) to give any notice to the Issuer or to the Trustee, or to give any
     directions  to the Trustee,  or to consent to the waiving of any default or
     Event of  Default  hereunder  and its  consequences,  or to take any  other
     action  authorized  to be taken by  Securityholders  pursuant to any of the
     provisions of Article Four;

          (2) to remove the Trustee and nominate a successor trustee pursuant to
     the provisions of Article Five;

          (3)  to  consent  to  the  execution  of an  indenture  or  indentures
     supplemental hereto pursuant to the provisions of Section 7.2; or

          (4) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified  aggregate  principal amount of the Securities
     of any series or all series,  as the case may be, under any other provision
     of this Indenture or under applicable law.

          SECTION 6.7 Call of  Meetings by Trustee.  The Trustee may at any time
call a meeting of Holders of Securities of any series or all series, as the case
may be, to take any action specified in Section 6.6, to be held at such time and
at such  place in the  Borough  of  Manhattan,  The City of New  York,  or other
location, as the Trustee shall determine. Notice of every meeting of the Holders
of Securities of any series or all series, as the case may be, setting forth the
time and the place of such meeting and in general  terms the action  proposed to
be taken at such meeting,  shall be mailed to Holders of Outstanding  Securities
of each series  affected at their addresses as they shall appear in the Register
as of a date not more than 15 days  prior to the  mailing of such  notice.  Such
notice  shall be mailed not less than 20 nor more than 90 days prior to the date
fixed for the meeting.

          Any meeting of the Holders of  Securities of any series or all series,
as the  case may be,  shall  be  valid  without  notice  if the  Holders  of all
Securities of any series then Outstanding are present in person or by proxy, or,
if notice is waived before or after the meeting by the Holders of all Securities
of any series outstanding,  and if the Issuer and the Trustee are either present
by duly authorized  representatives  or have, before or after the meeting waived
notice.

          SECTION 6.8 Call of Meetings by Issuer or Securityholders.  In case at
any time the Issuer, pursuant to a Resolution, or the Holders of at least 10% in
aggregate  principal  amount of the  Securities  then  Outstanding of any or all
series,  as the case may be, shall have  requested the Trustee to call a meeting
of the Holders of Securities  of such series or all series,  as the case may be,
by written request setting forth in reasonable  detail the action proposed to be
taken at the meeting,  and the Trustee  shall not have mailed the notice of such
meeting  within 20 days after receipt of such  request,  then the Issuer or such
Securityholders,  in the amount  specified above, may determine the time and the
place in said Borough of Manhattan for such meeting and may call such meeting to
take any action authorized in Section 6.6, by mailing notice thereof as provided
in Section 6.7.

          SECTION 6.9  Qualifications  for Voting. To be entitled to vote at any
meeting  of  Securityholders  a  Person  shall  (a) be a  Holder  of one or more
Securities  with  respect to which such meeting is being held or (b) be a Person
appointed by an  instrument  in writing as proxy by a Holder of one or more such
Securities.  The only Persons who shall be entitled to be present or to speak at
any meeting of  Securityholders  shall be the  Persons  entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Issuer and its counsel.

          SECTION 6.10 Quorum;  Adjourned Meetings. The Persons entitled to vote
a majority in  aggregate  principal  amount of the  Securities  of the  relevant
series at the time Outstanding  shall constitute a quorum for the transaction of
all business  specified in Section 6.6. No business  shall be  transacted in the
absence of a quorum  (determined  as  provided  in this  Section  6.10).  In the
absence of a quorum  within 30  minutes  after the time  appointed  for any such
meeting,  the  meeting  shall,  if  convened  at the  request of the  Holders of
Securities  (as provided in Section 6.8),  be  dissolved.  In any other case the
meeting  shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting,  such adjourned  meeting shall be further adjourned for a period of not
less than ten days as determined  by the chairman of the meeting.  Notice of the
reconvening of any adjourned  meeting shall be given as provided in Section 6.7,
except that such notice must be mailed not less than five days prior to the date
on which the meeting is scheduled to be reconvened.

          Any Holder of a Security  who has  executed  in person or by proxy and
delivered to the Trustee an instrument in writing  complying with the provisions
of Section 6.2 shall be deemed to be present for the purposes of  determining  a
quorum and be deemed to have  voted;  provided,  that such  Holder of a Security
shall be  considered  as present  or voting  only with  respect  to the  matters
covered by such instrument in writing.

          SECTION 6.11 Regulations. Notwithstanding any other provisions of this
Indenture,  the Trustee may make such reasonable  regulations as is necessary or
as it may deem advisable for any meeting of Securityholders,  in regard to proof
of the holding of Securities and of the appointment of proxies, and in regard to
the  appointment  and  duties  of  inspectors  of  votes,   the  submission  and
examination  of proxies,  certificates  and other evidence of the right to vote,
and such other matters  concerning the conduct of the meeting as is necessary or
as it shall determine.

          The Trustee  shall,  by an instrument in writing,  appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by  Securityholders  as provided in Section  6.8, in which case the Issuer or
the  Securityholders  calling  the  meeting,  as the case may be,  shall in like
manner  appoint a  temporary  chairman.  A  permanent  chairman  and a permanent
secretary  of the  meeting  shall be  elected  by the vote of the  Holders  of a
majority of the principal  amount of the Outstanding  Securities  present at the
meeting.

          Subject to the  provisions  of Section 6.4, at any meeting each Holder
of Securities with respect to which such meeting is being held or proxy shall be
entitled to one vote for each  U.S.$1,000 (or if any Securities are  denominated
in a  currency  other  than  U.S.  dollars  or in  units of  currencies  or in a
composite  currency,  the equivalent of U.S. $1,000 in the applicable  currency,
units of currencies or composite  currency  calculated using the market Exchange
Rate) principal amount (or in the case of Original Issue Discount Securities or,
in the case of  Securities  which  provide  that an amount  other  than the face
amount  thereof  will or may be  payable  upon the  maturity  thereof  or upon a
declaration of acceleration of the maturity thereof, such principal amount to be
determined  as provided in the  definition of  "Outstanding"  in Section 1.1) of
such  Securities  held or represented by him;  provided,  however,  that no vote
shall  be cast or  counted  at any  meeting  in  respect  of any  such  Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of such  Securities held by him or instruments in writing as aforesaid
duly   designating   him  as  the  Person  to  vote  on  behalf  of  other  such
Securityholders.  Any meeting of Holders of  Securities  with respect to which a
meeting was duly called  pursuant to the provisions of Section 6.7 or 6.8 may be
adjourned from time to time by the Holders of a majority of the principal amount
of the Outstanding Securities present, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.

          SECTION 6.12  Voting.  The vote upon any  resolution  submitted to any
meeting of Holders of  Securities  with  respect to which such  meeting is being
held shall be by written  ballots on which shall be subscribed the signatures of
such  Holders  of  Securities  or of  their  representatives  by  proxy  and the
principal  amount (in the case of Original Issue Discount  Securities or, in the
case of  Securities  which  provide  that an amount  other than the face  amount
thereof will or may be payable upon the maturity  thereof or upon a  declaration
of acceleration of the maturity thereof,  such principal amount to be determined
as provided in the  definition  of  "Outstanding"  in Section 1.1) and number or
numbers or other  distinguishing  symbol or symbols of such  Securities  held or
represented  by them.  The  permanent  chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any  resolution  and who shall make and file with the  secretary  of the meeting
their verified written reports in duplicate of all votes cast at the meeting.  A
record in duplicate of the proceedings of each meeting of Securityholders  shall
be prepared by the  secretary of the meeting and there shall be attached to said
record the  original  reports of the  inspectors  of votes on any vote by ballot
taken  thereat and  affidavits  by one or more persons  having  knowledge of the
facts  setting  forth a copy of the notice of the meeting and showing  that said
notice  was  mailed as  provided  in  Section  6.7.  The  record  shall show the
principal  amount of the  Securities  (in the case of  Original  Issue  Discount
Securities or, in the case of Securities which provide that an amount other than
the face amount thereof will or may be payable upon the maturity thereof or upon
a declaration of acceleration of the maturity thereof,  such principal amount to
be determined as provided in the  definition  of  "Outstanding"  in Section 1.1)
voting in favor of or against  any  resolution.  The record  shall be signed and
verified by the  affidavits  of the  permanent  chairman  and  secretary  of the
meeting and one of the duplicates shall be delivered to the Issuer and the other
to the  Trustee to be  preserved  by the  Trustee,  the latter to have  attached
thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive  evidence of the
matters therein stated.

          SECTION  6.13 No Delay of Rights by Meeting.  Nothing in this  Article
Six shall be deemed or construed  to authorize or permit,  by reason of any call
of a meeting of  Securityholders of any or all series or any rights expressly or
impliedly  conferred  hereunder to make such call, any hindrance or delay in the
exercise of any right or rights  conferred upon or reserved to the Trustee or to
the  Securityholders  of any or all such series under any of the  provisions  of
this Indenture or of the Securities.

          SECTION  6.14  Written  Consent  in  Lieu  of  Meeting.   The  written
authorization or consent by the Holders of the requisite percentage in aggregate
principal  amount  of  Outstanding  Securities  of one  or  more  series  herein
provided, entitled to vote at any such meeting, evidenced as provided in Section
6.1 and filed with the  Trustee,  shall be effective in lieu of a meeting of the
Holders of Securities of such series, with respect to any matter provided for in
this Article Six.

                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

          SECTION   7.1    Supplemental    Indentures    Without    Consent   of
Securityholders.  The Issuer,  when  authorized by, or pursuant to a Resolution,
and the Trustee may from time to time and at any time enter into an indenture or
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust  Indenture Act of 1939 as in force at the date of the  execution  thereof)
for one or more of the following purposes:

          (a) to convey, transfer,  assign, mortgage or pledge to the Trustee as
     security for the Securities of one or more series any property or assets;

          (b) to evidence the  succession of another  corporation to the Issuer,
     or successive successions,  and the assumption by the successor corporation
     of the  covenants,  agreements and  obligations  of the Issuer  pursuant to
     Article Eight;

          (c) to add to the  covenants  of the Issuer  such  further  covenants,
     restrictions,  conditions or provisions as the Issuer shall  consider to be
     for the benefit of the Holders of one or more series of Securities  (and if
     such  covenants,  restrictions,  conditions or provisions are to be for the
     benefit of less than all series of Securities, stating that such covenants,
     restrictions,  conditions or provisions are expressly being included solely
     for the benefit of such series) or to  surrender  any right or power herein
     conferred upon the Issuer;

          (d) to add  additional  Events of Default and to provide  with respect
     thereto for any  particular  periods of grace after  default  (which may be
     shorter or longer than that  allowed in the case of other  defaults) or for
     immediate  enforcement  upon  such  default  or for any  limitation  of the
     remedies available to the Trustee upon such default;

          (e) to provide for the issuance  under this Indenture of Securities in
     bearer form (including Securities registrable as to principal only) with or
     without  interest  coupons  and to  provide  for  exchangeability  of  such
     Securities  with the Securities of the same series or tranche,  as the case
     may  be,  issued  hereunder  in  fully  registered  form  and to  make  all
     appropriate changes for such purpose;

          (f) to cure any  ambiguity or to correct or  supplement  any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent   with  any  other  provision   contained  herein  or  in  any
     supplemental  indenture; or to change or eliminate any provision or to make
     such other provisions in regard to matters or questions  arising under this
     Indenture  or under  any  supplemental  indenture  as the  Issuer  may deem
     necessary or desirable and which shall not  adversely  affect the interests
     of the Holders of the Securities at the time Outstanding;

          (g) to  establish  the form or terms of  Securities  of any  series as
     permitted by Sections 2.1 and 2.5; or

          (h)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one trustee, pursuant to the requirements
     of Section 5.9.

          Upon the request of the Issuer,  accompanied by a copy of a Resolution
certified by the secretary of the Issuer  authorizing  the execution of any such
supplemental indenture,  the Trustee shall join with the Issuer in the execution
of any such supplemental  indenture,  to make any further appropriate agreements
and  stipulations  which may be therein  contained and to accept the conveyance,
transfer,  assignment,  mortgage or pledge of any property  thereunder,  but the
Trustee  shall not be  obligated to (but may in its  discretion)  enter into any
such  supplemental  indenture which adversely  affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise.

          Any  supplemental  indenture  authorized  by the  provisions  of  this
Section may be executed by the Issuer and the Trustee without the consent of the
Holders of any of the Securities at the time Outstanding, notwithstanding any of
the provisions of Section 7.2.

          SECTION 7.2 Supplemental  Indentures With Consent of  Securityholders.
With the consent  (evidenced  as provided in Article  Six) of the Holders of not
less than a majority in  aggregate  principal  amount of the  Securities  of all
series  affected by such  supplemental  indenture  (all such series  voting as a
single  class) at the time  Outstanding,  the  Issuer,  when  authorized  by, or
pursuant  to a  Resolution,  and the Trustee  may,  from time to time and at any
time,  enter into an indenture or  indentures  supplemental  hereto (which shall
conform to the provisions of the Trust  Indenture Act of 1939 as in force at the
date of  execution  thereof)  for the  purpose  of adding any  provisions  to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any  supplemental  indenture  or of  modifying  in any  manner the rights and
obligations of the Issuer and the rights of the Holders of the Securities of all
such series;  provided, that no such supplemental indenture shall (a) extend the
fixed  maturity of any Security,  or reduce the  principal  amount  thereof,  or
reduce the rate or extend the time of payment of interest thereon, or reduce any
Additional Amount payable thereon, or reduce any amount payable on redemption or
reduce the  Overdue  Rate  thereof  or make the  principal  thereof or  interest
thereon payable in any coin or currency other than that provided in the Security
or reduce the amount of the principal of an Original Issue Discount Security (or
a Security that provides that an amount other than the face amount  thereof will
or may be payable upon a declaration of  acceleration  of the maturity  thereof)
that would be due and  payable  upon an  acceleration  of the  maturity  thereof
pursuant  to  Section  4.1 or the  amount  thereof  provable  in any  action  or
proceeding  pursuant  to Section  4.2,  or  impair,  if the  Securities  provide
therefor,  any right of repayment at the option of the Securityholder,  or alter
adversely or eliminate  the right,  if any, of a Holder of a Security to convert
the same into Common  Shares at the  Conversion  Price set forth therein or upon
the terms provided in this Indenture,  or impair the right to institute suit for
the  enforcement  of any such payment on or after the  maturity  thereof (or, in
case of redemption,  on or after the Redemption Date), or for the enforcement of
the  conversion  of any Security that is  convertible  at the option of a Holder
thereof into Common Shares without the consent of the Holder of each Security so
affected,  (b) reduce the aforesaid  percentage of Securities the consent of the
Holders of which is required for any such  supplemental  indenture,  without the
consent of the  Holders of each  Security  so  affected or (c) modify any of the
provisions  of  Article  Twelve  in a  manner  adverse  to  the  Holders  of the
Securities.

          A supplemental  indenture  which changes or eliminates any covenant or
other  provision of this Indenture  which has expressly been included solely for
the benefit of one or more  particular  series of Securities,  or which modifies
the rights of the  Securityholders  of such series with respect to such covenant
or provision,  shall be deemed not to affect the rights under this  Indenture of
the  Securityholders  of any other  series.  The preceding  sentence  shall not,
however,  raise  any  inference  as to  whether  or not a  particular  series is
affected by any supplemental indenture not referred to in such sentence.

          Upon the request of the Issuer,  accompanied by a copy of a Resolution
certified by the secretary of the Issuer  authorizing  the execution of any such
supplemental indenture,  and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid and other documents, if any, required by
Section  6.1,  the Trustee  shall join with the Issuer in the  execution of such
supplemental  indenture unless such supplemental indenture adversely affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its  discretion,  but shall not be  obligated  to,
enter into such supplemental indenture.

          It shall not be necessary for the consent of the Securityholders under
this  Section  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

          Promptly  after the  execution  by the Issuer  and the  Trustee of any
supplemental  indenture  pursuant to the  provisions  of this  Section  7.2, the
Issuer shall mail a notice  thereof to the Holders of  Securities of each series
affected  thereby  at their  addresses  as they  shall  appear in the  Register,
setting forth in general terms the substance of such supplemental indenture. Any
failure of the Issuer to mail such  notice,  or any defect  therein,  shall not,
however,  in any way  impair or affect  the  validity  of any such  supplemental
indenture.

          SECTION 7.3 Effect of  Supplemental  Indenture.  Upon the execution of
any supplemental  indenture  pursuant to the provisions  hereof,  this Indenture
shall be and be deemed to be modified and amended in  accordance  therewith  and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series  affected  thereby  shall  thereafter be  determined,  exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and  conditions of this  Indenture for any and
all purposes.

          SECTION 7.4 Certain  Documents  to Be Given to Trustee.  The  Trustee,
subject to the  requirements of the Trust Indenture Act of 1939 and Section 5.1,
shall receive an Officers'  Certificate  and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article Seven
complies with the requirements of this Article Seven.

          SECTION  7.5  Notation  on   Securities.   Securities  of  any  series
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to the  provisions  of this  Article  Seven may bear a notation in form
satisfactory  to the Trustee for such  series as to any matter  provided  for by
such  supplemental  indenture or as to any action taken at any such meeting.  If
the Issuer or the Trustee  shall so determine,  new  Securities of any series so
modified  as to conform,  in the  opinion of the Trustee and the Issuer,  to any
modification of this Indenture contained in any such supplemental  indenture may
be  prepared  and  executed  by the  Issuer,  authenticated  by the  Trustee and
delivered in exchange for the Securities of such series then Outstanding.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

          SECTION 8.1 Issuer May  Consolidate,  etc., on Certain Terms.  Nothing
contained  in this  Indenture  or in any of the  Securities  shall  prevent  any
consolidation  or merger of the Issuer with or into any other entity or entities
(whether or not affiliated  with the Issuer),  or successive  consolidations  or
mergers in which the Issuer or its successor or  successors  shall be a party or
parties, or shall prevent any sale,  conveyance or lease of all or substantially
all the property of the Issuer,  to any other entity  (whether or not affiliated
with the Issuer) authorized to acquire and operate the same; provided,  however,
and the Issuer hereby  covenants and agrees,  that upon any such  consolidation,
merger,  sale,  conveyance  or lease,  (i) the due and  punctual  payment of the
principal of and interest, if any, on all of the Securities,  according to their
tenor,  and  the due  and  punctual  performance  and  observance  of all of the
covenants  and  conditions  of this  Indenture  to be  performed  by the  Issuer
(including, without limitation, the terms, covenants and conditions contained in
Section  11.6),   shall  be  expressly   assumed,   by  supplemental   indenture
satisfactory  in form to the Trustee,  executed and  delivered to the Trustee by
the entity  (if other than the  Issuer)  formed by such  consolidation,  or into
which the Issuer  shall have been  merged,  or by the  entity  which  shall have
acquired or leased such property and (ii) the Issuer or such  successor  entity,
as the case may be, shall not,  immediately  after such merger or consolidation,
or such sale,  conveyance or lease, be in default in the performance of any such
covenant or condition.

          SECTION 8.2 Successor  Corporation to Be  Substituted.  In case of any
consolidation,  merger, sale, conveyance or lease referred to in Section 8.1 and
upon the assumption by the successor entity, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual  payment of the  principal of and  interest,  if any, on all of the
Securities  and the due and punctual  performance  of all of the  covenants  and
conditions  of this  Indenture  to be performed  by the Issuer,  such  successor
entity shall succeed to and be substituted for the Issuer,  with the same effect
as if it had been named  herein as the party of the first part.  Such  successor
entity  thereupon  may cause to be signed,  and may issue in its own name any or
all of the Securities  issuable  hereunder which theretofore shall not have been
signed by the Issuer and  delivered to the Trustee;  and, upon the order of such
successor entity instead of the Issuer and subject to all the terms,  conditions
and limitations in this Indenture prescribed, the Trustee shall authenticate and
shall  deliver  any  Securities  which  previously  shall  have been  signed and
delivered by the officers of the Issuer to the Trustee for  authentication,  and
any Securities which such successor  entity  thereafter shall cause to be signed
and delivered to the Trustee for that purpose.  All  Securities of any series so
issued  shall in all  respects  have the same legal rank and benefit  under this
Indenture as the Securities of the same series  theretofore or thereafter issued
in accordance  with the terms of this Indenture as though all of such Securities
had been issued at the date of the  execution  hereof.  In the event of any such
sale or conveyance,  but not any such lease,  the Issuer or any successor entity
which shall theretofore have become such in the manner described in this Article
Eight  shall be  discharged  from  all  obligations  and  covenants  under  this
Indenture and the Securities and may be dissolved and liquidated.

          In case of any such consolidation,  merger, sale, conveyance or lease,
such changes in  phraseology  and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

          SECTION 8.3 Opinion of Counsel and Officers'  Certificate  to Be Given
to Trustee. The Trustee,  subject to the requirements of the Trust Indenture Act
of 1939 and  Section  5.1,  shall  receive an Opinion of Counsel  and  Officers'
Certificate as conclusive  evidence that any such consolidation,  merger,  sale,
conveyance or lease and any such assumption complies with the provisions of this
Article Eight.

                                  ARTICLE NINE

            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS

          SECTION 9.1  Satisfaction  and Discharge of Indenture.  If at any time
(a) the  Issuer  shall  have  paid or  caused  to be paid the  principal  of and
interest on all the Securities of any particular  series  Outstanding  hereunder
(other than Securities which have been mutilated,  defaced,  destroyed,  lost or
stolen and which have been  replaced or paid as  provided in Section  2.11 or in
lieu  of  or  in  substitution  for  which  other  Securities  shall  have  been
authenticated  and  delivered)  as and when the same shall  have  become due and
payable,  or (b) the Issuer shall have delivered to the Trustee for cancellation
all  Securities  of  such  series  theretofore  authenticated  (other  than  any
Securities of such series which shall have been mutilated,  defaced,  destroyed,
lost or stolen and which shall have been replaced or paid as provided in Section
2.11 or in lieu of or in substitution for which other Securities shall have been
authenticated  and delivered) and not  theretofore  canceled,  or (c)(i) all the
Securities of such series not  theretofore  canceled or delivered to the Trustee
for  cancellation  shall have become due and  payable,  or are by their terms to
become due and payable within one year or are to be called for redemption within
one year under arrangements satisfactory to the Trustee for the giving of notice
of redemption, and (ii) the Issuer shall have irrevocably deposited or caused to
be  deposited  with the Trustee as trust funds the entire  amount in cash (other
than  moneys  repaid  by the  Trustee  or any  paying  agent  to the  Issuer  in
accordance  with Section 9.4)  sufficient to pay at maturity or upon  redemption
all  Securities  of such  series not  theretofore  delivered  to the Trustee for
cancellation  (other than any  Securities  of such series  which shall have been
mutilated,  defaced,  destroyed, lost or stolen which have been replaced or paid
as provided  in Section  2.11 or in lieu of or in  substitution  for which other
Securities shall have been authenticated and delivered), including principal and
interest,  if any,  due or to become  due to such date of  maturity  or the date
fixed for  redemption,  as the case may be, and if, in any such case, the Issuer
shall  also pay or cause to be paid all  other  sums  payable  hereunder  by the
Issuer with respect to  Securities  of such series,  then this  Indenture  shall
cease to be of further  effect with respect to Securities of such series (except
as to (i) rights of  registration  of transfer  and  exchange,  and the Issuer's
right  of  optional  redemption,   (ii)  substitution  of  mutilated,   defaced,
destroyed, lost or stolen Securities, (iii) rights of Securityholders to receive
payments of principal  thereof and  interest,  if any,  thereon,  and  remaining
rights of the  Securityholders  to receive mandatory  sinking fund payments,  if
any,  (iv) the rights,  obligations  and  immunities  of the Trustee  hereunder,
including  its rights under Section 5.5, (v) rights of  conversion,  if any, and
(vi) the rights of the  Securityholders  of such series as beneficiaries  hereof
with respect to the property so deposited with the Trustee payable to all or any
of them), and the Trustee,  on demand of the Issuer  accompanied by an Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the Issuer,
shall  execute  proper  instruments   acknowledging  such  satisfaction  of  and
discharging this Indenture with respect to such series.

          SECTION 9.2 Funds  Deposited  with Trustee for Payment of  Securities.
Subject to Section  9.4,  all moneys  deposited  with the  Trustee  pursuant  to
Section  9.1 shall be held in trust and  applied  by it to the  payment,  either
directly or through any paying  agent  (including  the Issuer  acting as its own
paying agent),  to the Holders of the  particular  Securities of such series for
the payment or  redemption  of which such moneys  have been  deposited  with the
Trustee,  of all sums due and to become due thereon for  principal and interest,
if any.

          SECTION 9.3  Repayment of Moneys Held by Paying  Agent.  In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any paying agent, other than the Trustee,
under the provisions of this Indenture with respect to such series of Securities
shall,  upon  demand of the  Issuer,  be repaid to it or paid to the Trustee and
thereupon  such paying agent shall be released from all further  liability  with
respect to such moneys.

          SECTION  9.4  Return  of  Moneys  Held by  Trustee  and  Paying  Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
paying agent for the payment of the  principal  of or  interest,  if any, on any
Security  of any series and not applied but  remaining  unclaimed  for two years
after the date upon which such principal or interest,  as the case may be, shall
have become due and payable,  shall,  upon the written request of the Issuer and
unless  otherwise  required by mandatory  provisions  of  applicable  escheat or
abandoned or unclaimed  property law, be repaid to the Issuer by the Trustee for
such series or such paying agent, and the Holder of such Security of such series
shall,  unless otherwise required by mandatory  provisions of applicable escheat
or abandoned or unclaimed property laws,  thereafter look only to the Issuer for
any payment which such Holder may be entitled to collect.

          SECTION  9.5  Issuer's   Option  to  Effect   Defeasance  or  Covenant
Defeasance.  The Issuer may at its option by or pursuant to a Resolution, at any
time, with respect to the Securities of any series, elect to have either Section
9.6 or Section 9.7  applied to the  Outstanding  Securities  of such series upon
compliance with the conditions set forth below.

          SECTION 9.6 Defeasance and  Discharge.  Upon the Issuer's  exercise of
its option to utilize the  provisions  of this  Section 9.6 and upon  compliance
with Section 9.8,  the Issuer shall be deemed to have been  discharged  from its
obligations  with respect to the  Outstanding  Securities  of such series on the
date the conditions set forth below are satisfied  (hereinafter,  "defeasance").
For this purpose,  such defeasance means that the Issuer shall be deemed to have
paid and  discharged  the entire  indebtedness  represented  by the  Outstanding
Securities of such series and to have satisfied all its other  obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee,  at the expense of the Issuer,  shall  execute  proper  instruments
acknowledging  the same),  except for the  following  which shall  survive until
otherwise  terminated  or  discharged  hereunder:  (a) the  rights of Holders of
Outstanding  Securities  of such series to  receive,  solely from the trust fund
described in Section 9.8 and as more fully set forth in such  Section,  payments
in  respect  of the  principal  of and  interest  on such  Securities  when such
payments are due, (b) the Issuer's  obligations  with respect to such Securities
under Sections 2.10,  2.11, 2.13, 3.2 and 3.3, (c) the rights,  powers,  trusts,
duties,  and immunities of the Trustee under Sections 2.11, 2.12, 2.13, 4.3, 5.5
and 9.4, and  otherwise  the duty of the Trustee to  authenticate  Securities of
such series issued on registration  of transfer or exchange,  (d) the conversion
rights,  if any,  of Holders of  Outstanding  Securities  of such series and the
Issuer's obligations, if any, with respect thereto under Article Eleven, and (e)
this Article Nine.  Subject to compliance with this Article Nine, the Issuer may
exercise its option under this Section 9.6 notwithstanding the prior exercise of
its option under Section 9.7 with respect to the Securities of such series.

          SECTION 9.7 Covenant  Defeasance.  Upon the  Issuer's  exercise of its
option to utilize the  provisions of this Section 9.7 and upon  compliance  with
Section 9.8, the Issuer shall be released from its  obligations  under  Sections
3.4 and Section 4.1(d) with respect to the Outstanding Securities of such series
on and after the date the conditions set forth below are satisfied (hereinafter,
"covenant  defeasance").  For this purpose, such covenant defeasance means that,
with respect to the Outstanding  Securities of such series,  the Issuer may omit
to comply with and shall have no liability in respect of any term,  condition or
limitation set forth in any such Section with respect to it, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision  herein or in
any other  document,  but the remainder of this  Indenture  and such  Securities
shall be unaffected thereby.

          SECTION 9.8  Conditions  to  Defeasance  or Covenant  Defeasance.  The
following  shall be the  conditions  to  application  of either  Section  9.6 or
Section 9.7 to the Outstanding Securities of such series:

          (a) The  Issuer  shall  irrevocably  have  deposited  or  caused to be
     deposited with the Trustee (or another trustee  satisfying the requirements
     of  Section  5.7 who shall  agree to  comply  with the  provisions  of this
     Article Nine  applicable  to it) as trust funds in trust for the purpose of
     making the following  payments,  specifically  pledged as security for, and
     dedicated  solely to, the  benefit of the Holders of such  Securities,  (A)
     money in an amount,  or (B) U.S.  Government  Obligations which through the
     scheduled   payment  of  principal  and  interest  in  respect  thereof  in
     accordance with their terms will provide, not later than one day before the
     due date of any payment,  money in an amount, or (C) a combination thereof,
     sufficient,  in the opinion of a nationally  recognized firm of independent
     public accountants  expressed in a written  certification thereof delivered
     to the  Trustee,  to pay and  discharge,  and which shall be applied by the
     Trustee  (or  other  qualifying  trustee)  to pay  and  discharge,  (i) the
     principal  of and each  installment  of  principal  of and  interest on the
     Outstanding  Securities  of such  series  on the  stated  maturity  of such
     principal or  installment  of principal or interest and (ii) any  mandatory
     sinking fund payments or analogous  payments  applicable to the Outstanding
     Securities  of such  series on the day on which such  payments  are due and
     payable  in  accordance  with  the  terms  of  this  Indenture  and of such
     Securities.   For  this  purpose,   "U.S.  Government   Obligations"  means
     securities that are (x) direct  obligations of the United States of America
     for the  payment  of which its full  faith and  credit  is  pledged  or (y)
     obligations of a Person controlled or supervised by and acting as an agency
     or  instrumentality of the United States of America the payment of which is
     unconditionally  guaranteed  as a full faith and credit  obligation  by the
     United  States of  America,  which,  in either  case,  are not  callable or
     redeemable  at the option of the issuer  thereof,  and shall also include a
     depository  receipt issued by a bank (as defined in Section  3(a)(2) of the
     Securities  Act of 1933, as amended) as custodian  with respect to any such
     U.S.  Government  Obligation  or a  specific  payment  of  principal  of or
     interest on any such U.S. Government  Obligation held by such custodian for
     the  account  of the  Holder of such  depository  receipt,  provided,  that
     (except as required by law) such  custodian is not  authorized  to make any
     deduction from the amount payable to the Holder of such depository  receipt
     from any amount received by the custodian in respect of the U.S. Government
     Obligation or the specific  payment of principal of or interest on the U.S.
     Government Obligation evidenced by such depository receipt.

          (b) No Event of Default or event which with notice or lapse of time or
     both would  become an Event of Default with  respect to the  Securities  of
     such  series  shall have  occurred  and be  continuing  on the date of such
     deposit.

          (c) Such defeasance or covenant defeasance shall not cause the Trustee
     for the  Securities  of such  series  to have a  conflicting  interest  for
     purposes of the Trust  Indenture Act of 1939 with respect to any Securities
     of the Issuer.

          (d) Such  defeasance  or  covenant  defeasance  shall not  result in a
     breach or violation of, or constitute a default  under,  this  Indenture or
     any other  agreement  or  instrument  to which the  Issuer is a party or by
     which it is bound.

          (e) Such  defeasance  or  covenant  defeasance  shall  not  cause  any
     Securities of such series then listed on any registered national securities
     exchange  under the  Securities  Exchange  Act of 1934,  as amended,  to be
     delisted.

          (f) In the case of an election  under  Section  9.6,  the Issuer shall
     have  delivered to the Trustee an Opinion of Counsel (who may be counsel to
     the Issuer)  stating  that (x) the Issuer has received  from,  or there has
     been published by, the Internal Revenue Service a ruling,  or (y) since the
     date of this  Indenture  there  has been a change  in the  applicable  U.S.
     federal  income  tax law,  in either  case to the  effect  that,  and based
     thereon such opinion  shall confirm  that,  the Holders of the  Outstanding
     Securities of such series will not recognize income,  gain or loss for U.S.
     federal  income tax  purposes  as a result of such  defeasance  and will be
     subject to U.S. federal income tax on the same amounts,  in the same manner
     and at the same  times as would have been the case if such  defeasance  had
     not occurred.

          (g) In the case of an election  under  Section  9.7,  the Issuer shall
     have  delivered to the Trustee an Opinion of Counsel (who may be counsel to
     the Issuer) to the effect that the Holders of the Outstanding Securities of
     such series will not recognize income,  gain or loss for U.S federal income
     tax purposes as a result of such covenant defeasance and will be subject to
     U.S. federal income tax on the same amounts,  in the same manner and at the
     same times as would have been the case if such covenant  defeasance had not
     occurred.

          (h) The  Issuer  shall have  delivered  to the  Trustee  an  Officers'
     Certificate  and an Opinion of Counsel,  each stating  that all  conditions
     precedent  provided for relating to either the defeasance under Section 9.6
     or the covenant defeasance under Section 9.7 (as the case may be) have been
     complied with.

          SECTION 9.9 Deposited Money and U.S. Government Obligations to Be Held
in Trust; Other Miscellaneous  Provisions.  Subject to the provisions of Section
9.4, all money and U.S. Government  Obligations (including the proceeds thereof)
deposited with the Trustee (or other  qualifying  trustee --  collectively,  for
purposes of this Section 9.9, the "Trustee")  pursuant to Section 9.8 in respect
of the Outstanding  Securities of such series shall be held in trust and applied
by the Trustee,  in accordance  with the provisions of such  Securities and this
Indenture  (including the subordination  provisions thereof and hereof),  to the
payment,  either  directly or through  any paying  agent  (including  the Issuer
acting as its own paying agent) as the Trustee may determine,  to the Holders of
such  Securities,  of all sums due and to  become  due  thereon  in  respect  of
principal and interest,  but such money need not be segregated  from other funds
except to the extent required by law.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other  charge  imposed on or assessed  against the U.S.  Government  Obligations
deposited  pursuant to Section 9.8 or the  principal  and  interest  received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities of such series.

          Anything in this  Article Nine to the  contrary  notwithstanding,  the
Trustee  shall  deliver or pay to the Issuer from time to time upon the Issuer's
written request any money or U.S. Government  Obligations held by it as provided
in Section 9.8 which, in the written opinion of a nationally  recognized firm of
independent  public  accountants  expressed in a written  certification  thereof
delivered to the Trustee,  are in excess of the amount  thereof which would then
be required  to be  deposited  to effect an  equivalent  defeasance  or covenant
defeasance.

                                   ARTICLE TEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION 10.1 Applicability of Article.  The provisions of this Article
shall be applicable to the Securities of any series which are redeemable  before
their  maturity and to any sinking fund for the  retirement  of  Securities of a
series  except  as  otherwise  specified  as  contemplated  by  Section  2.5 for
Securities of such series.

          SECTION 10.2 Notice of Redemption;  Selection of  Securities.  In case
the Issuer  shall  desire to exercise any right to redeem all or any part of the
Securities of any series in accordance with their terms,  the Issuer shall fix a
date for  redemption  and shall notify the Trustee in writing,  at least 45 days
before such redemption date. The Issuer, or at the request and at the expense of
the Issuer,  the Trustee,  shall mail a notice of such  redemption,  at least 30
days and not more than 60 days  prior to the date fixed for  redemption,  to the
Holders of  Securities  of such  series so to be redeemed in whole or in part at
their last  addresses as they shall appear in the Register.  Any notice which is
mailed in the manner herein provided shall be conclusively presumed to have been
duly  given,  whether or not the Holder  receives  the  notice.  Failure to give
notice by mail, or any defect in the notice,  to the Holder of any Security of a
series  designated  for  redemption  as a whole or in part  shall not affect the
validity of the  proceedings  for the  redemption of any other  Security of such
series.

          The notice of  redemption  to each such Holder shall specify the CUSIP
number of the Securities of such series,  if any, the date fixed for redemption,
the redemption price, the place or places of payment,  if the Securities of such
series are  convertible at the option of the Holder into Shares,  the Conversion
Price,  the place or places  of  conversion,  that,  unless  otherwise  provided
pursuant to Section 2.5 for  Securities  of such series,  Securities  called for
redemption  may be  converted  at any time  before  the  close  of on the  third
Business Days prior to the date fixed for redemption and if not converted  prior
to the close of business on such date, the right of conversion  will be lost and
that Holders who want to convert  Securities must satisfy the  requirements  set
forth in the terms  thereof,  that  payment will be made upon  presentation  and
surrender of such  Securities,  that any interest  accrued to the date fixed for
redemption  will be paid as  specified in such notice and that on and after said
date any interest  thereon or on the portions  thereof to be redeemed will cease
to accrue. If less than all of the Outstanding  Securities of a series are to be
redeemed,  the  notice of  redemption  shall  specify  the  number or numbers or
distinguishing  symbol or symbols of the Securities to be redeemed.  In case any
Security  of a series is to be  redeemed  in part only the notice of  redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for  redemption,  upon  surrender of such
Security,  a new Security or Securities of such series in principal amount equal
to the unredeemed portion thereof will be issued.

          Prior to the  redemption  date  specified in the notice of  redemption
given as provided in this  Section,  the Issuer will deposit with the Trustee or
with one or more  paying  agents  (or, if the Issuer is acting as its own paying
agent,  segregate  and hold in trust as required by the Trust  Indenture  Act of
1939) an amount of money (in the  currency or units of  currencies  or composite
currency in which the Securities so called for redemption are  denominated or an
appropriate  equivalent thereof) sufficient to redeem on the redemption date all
the  Securities of such series or portions  thereof so called for  redemption at
the appropriate  redemption  price,  together with accrued  interest to the date
fixed for redemption.  If less than all the  Outstanding  Securities of a series
are to be redeemed (or less than the full  principal  amount of each Security in
such series is to be redeemed),  the Issuer will deliver to the Trustee at least
60 days  prior to the date  fixed  for  redemption  (or such  shorter  period if
acceptable  to the  Trustee) an  Officers'  Certificate  stating  the  aggregate
principal  amount of Securities to be redeemed and, if the Trustee is not acting
as the  repository  of the  Register  for such  series,  a  current  list of all
Outstanding Securities of such series.

          If less  than all the  Outstanding  Securities  of a series  are to be
redeemed, the Trustee shall select, in such manner as it shall deem appropriate,
Securities of such series to be redeemed in whole or in part;  however,  if less
than all the Securities of any series with differing issue dates, interest rates
and stated  maturities  are to be  redeemed,  the Issuer in its sole  discretion
shall  select the  particular  Securities  to be redeemed  and shall  notify the
Trustee in writing  thereof  at least 45 days prior to the  relevant  redemption
date.  Except as otherwise  specified  for  Securities  of a  particular  series
pursuant to Section 2.5,  Securities may be redeemed in part in amounts equal to
the  minimum  authorized  denomination  for  Securities  of such  series  or any
multiple thereof. The Trustee shall promptly notify the Issuer in writing of the
Securities  of such  series  selected  for  redemption  and,  in the case of any
Securities of such series selected for partial redemption,  the principal amount
thereof to be redeemed.

          For all  purposes  of this  Indenture,  unless the  context  otherwise
requires,  all provisions relating to the redemption of Securities of any series
shall  relate,  in the case of any Security  redeemed or to be redeemed  only in
part, to the portion of the principal  amount of such Security which has been or
is to be redeemed.

          SECTION 10.3 Payment of Securities Called for Redemption. If notice of
redemption  has been  given as  provided  in Section  10.2,  the  Securities  or
portions of Securities  specified in such notice shall become due and payable on
the date and at the place or  places  stated  in such  notice at the  applicable
redemption  price,  together  with  interest  accrued  to  the  date  fixed  for
redemption,  and on and after said date (unless the Issuer shall  default in the
payment of such Securities or portions thereof at the redemption price, together
with interest  accrued to said date)  interest on the  Securities or portions of
Securities  so  called  for  redemption  shall  cease to accrue  and,  except as
provided in Sections 5.4 and 9.4, such Securities shall cease from and after the
date fixed for  redemption to be entitled to any benefit or security  under this
Indenture,  and the Holders of such Securities shall have no right in respect of
such  Securities  except the right to receive the  redemption  price thereof and
unpaid interest to the date fixed for redemption.  On presentation and surrender
of such  Securities  at a place  of  payment  specified  in  said  notice,  said
Securities or the specified  portions  thereof shall be paid and redeemed by the
Issuer at the  applicable  redemption  price,  together  with  interest  accrued
thereon to the date fixed for redemption;  provided,  that if the date fixed for
redemption is an interest  payment date,  the interest due on that date shall be
payable to the Holders of such  Securities  registered  as such on the  relevant
record date according to their terms.

          If any  Security  called  for  redemption  shall  not be so paid  upon
surrender thereof for redemption, the principal thereof so to be redeemed shall,
until  paid or duly  provided  for,  bear  interest  from  the  date  fixed  for
redemption at the Overdue Rate applicable to such series.

          Upon  presentation  of any Security  redeemed in part only, the Issuer
shall execute and the Trustee shall authenticate and make available for delivery
to or on the order of the Holder  thereof,  at the expense of the Issuer,  a new
Security or Securities of such series, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

          SECTION 10.4  Conversion  Arrangement  on Call for  Redemption.  If in
connection with any redemption of Securities of any series with respect to which
the Holders have the right to convert such Securities  into Shares,  the Holders
thereof do not elect to convert such Securities,  the Issuer may arrange for the
purchase and  conversion  of such  Securities  by an agreement  with one or more
investment  banking firms or other  purchasers  to purchase  such  Securities by
paying to the  Trustee  in trust for the  Holders,  not later  than the close of
three Business Days prior to the date fixed for  redemption,  an amount not less
than the applicable redemption price, together with interest accrued to the date
fixed  for  redemption,  of such  Securities.  Notwithstanding  anything  to the
contrary  contained in this Article Ten, the obligation of the Issuer to pay the
redemption price of such Securities,  together with interest accrued to the date
fixed for  redemption,  shall be deemed to be satisfied  and  discharged  to the
extent such amount is so paid by such purchasers to the Trustee in trust for the
Holders.  If such an agreement is made, any Securities not duly  surrendered for
conversion by the Holders  thereof may, at the option of the Issuer,  be deemed,
to the fullest extent permitted by law, to have been acquired by such purchasers
from such Holders and  (notwithstanding  anything to the  contrary  contained in
Article  Eleven)  surrendered  by  such  purchasers  for  conversion,  all as of
immediately  prior to the close of  business  on the date fixed for  redemption,
subject to payment by the purchasers as specified  above. The Trustee shall hold
and dispose of any such amount paid to it in the same manner as it would  moneys
deposited with it by the Issuer for the  redemption of  Securities.  Without the
Trustee's  prior written  consent,  no  arrangement  between the Issuer and such
purchasers for the purchase and  conversion of any Securities  shall increase or
otherwise affect any of the powers,  duties,  responsibilities or obligations of
the Trustee as set forth in this  Indenture,  and the Issuer agrees to indemnify
the Trustee from,  and hold it harmless  against,  any and all loss,  liability,
claim,  damage  or  expense  arising  out  of or in  connection  with  any  such
arrangement for the purchase and conversion of any Securities between the Issuer
and such purchasers to which the Trustee has not consented in writing, including
the costs and expenses incurred by the Trustee and its counsel in the defense of
any claim or  liability  arising out of or in  connection  with the  exercise or
performance of any of its powers, duties,  responsibilities or obligations under
this Indenture.

          SECTION 10.5  Exclusion of Certain  Securities  from  Eligibility  for
Selection for  Redemption.  Securities  shall be excluded from  eligibility  for
selection for redemption if they are identified by registration  and certificate
number  or other  distinguishing  symbol  in a  written  statement  signed by an
authorized  officer of the Issuer and  delivered to the Trustee at least 10 days
prior to the date on which Securities are to be selected for redemption as being
owned of record and  beneficially by, and not pledged or hypothecated by, either
(a)  the  Issuer  or (b) an  entity  specifically  identified  in  such  written
statement directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer.

          SECTION 10.6 Mandatory and Optional  Sinking Funds. The minimum amount
of any sinking  fund  payment  provided  for by the terms of  Securities  of any
series is herein  referred to as a  "mandatory  sinking fund  payment",  and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional  sinking fund payment".  The
date on which a sinking fund payment is to be made is herein  referred to as the
"sinking fund payment date".

          In lieu  of  making  all or any  part of any  mandatory  sinking  fund
payment with respect to any series of Securities in cash,  the Issuer may at its
option  (a)  deliver  to the  Trustee  Securities  of  such  series  theretofore
purchased  or  otherwise  acquired  (except  upon  redemption  pursuant  to  the
mandatory  sinking fund) by the Issuer or receive  credit for Securities of such
series (not previously so credited)  theretofore purchased or otherwise acquired
(except  as   aforesaid)  by  the  Issuer  and  delivered  to  the  Trustee  for
cancellation  pursuant to Section 2.12, (b) receive credit for optional  sinking
fund payments (not  previously so credited)  made pursuant to this Section,  (c)
receive credit for  Securities of such series (not  previously so credited) that
have been  surrendered to the Issuer for  conversion,  or (d) receive credit for
Securities of such series (not  previously  so credited)  redeemed by the Issuer
through any optional  redemption  provision contained in the terms of Securities
of such  series.  Securities  so  delivered  or  credited  shall be  received or
credited by the Trustee at the sinking fund  redemption  price specified in such
Securities,  and the amount of such  mandatory  sinking  fund  payment  shall be
reduced accordingly.

          On or before the sixtieth day next preceding each sinking fund payment
date for any series of  Securities,  the Issuer  will  deliver to the  Trustee a
certificate of the Issuer (which need not contain the statements required by the
Trust  Indenture  Act of 1939)  signed by an officer of the Issuer who is one of
the officers  authorized to sign an Officers'  Certificate  (a)  specifying  the
portion,  if any, of the  mandatory  sinking  fund  payment to be  satisfied  by
payment of cash and the portion, if any, to be satisfied by credit of Securities
of such series, (b) stating that none of such Securities has theretofore been so
credited,  (c) stating  that no Event of Default with respect to such series has
occurred  (which has not been waived or cured) and is continuing and (d) stating
whether or not the  Issuer  intends to  exercise  its right to make an  optional
sinking  fund payment  with  respect to such series and, if so,  specifying  the
amount of such optional  sinking fund payment which the Issuer intends to pay on
or before the next succeeding  sinking fund payment date. Any Securities of such
series to be credited  and  required to be delivered to the Trustee in order for
the  Issuer to be  entitled  to credit  therefor  as  aforesaid  which  have not
theretofore  been  delivered to the Trustee shall be delivered for  cancellation
pursuant to Section 2.12 to the Trustee with such certificate.  Such certificate
shall be irrevocable and upon its receipt by the Trustee the Issuer shall become
obligated to make all the cash payments or payments  therein referred to, if any
(which cash may be deposited  with the Trustee or with one or more paying agents
or, if the  Issuer is acting as its own  paying  agent,  segregated  and held in
trust as required  by the Trust  Indenture  Act of 1939),  on or before the next
succeeding  sinking fund payment date.  Failure of the Issuer,  on or before any
such sixtieth day, to deliver such certificate and Securities  specified in this
paragraph,  if any, shall not constitute a default but shall constitute,  on and
as of such date, the  irrevocable  election of the Issuer (i) that the mandatory
sinking  fund  payment for such series due on the next  succeeding  sinking fund
payment  date shall be paid  entirely  in cash  without the option to deliver or
credit  Securities  of such  series in respect  thereof and (ii) that the Issuer
will make no  optional  sinking  fund  payment  with  respect to such  series as
provided in this Section.

          If the  sinking  fund  payment or payments  (mandatory  or optional or
both) to be made in cash on the next  succeeding  sinking fund payment date plus
any unused  balance of any  preceding  sinking fund  payments made in cash shall
exceed U.S. $100,000 or, if payments on Securities of such series are to be made
in a  currency  other  than  Dollars  or in  units  or  composites  of two  more
currencies,  the equivalent  thereof (based upon the Market Exchange Rate on the
sixtieth day preceding  the relevant  sinking fund payment date or if the Market
Exchange Rate is not available for such date, the immediately preceding date for
which the Market Exchange Rate is available) in the relevant currency or unit or
composite currency (or such other amount as is specified for a particular series
of  Securities  pursuant to Section 2.5), or a lesser sum if the Issuer shall so
request,  with respect to the  Securities of any  particular  series,  such cash
shall be applied by the Trustee (or by the Issuer if the Issuer is acting as its
own paying agent) on the sinking fund payment date on which such payment is made
(or, if such  payment is made before a sinking fund  payment  date,  on the next
sinking fund payment date  following the date of such payment) to the redemption
of such  Securities  at the sinking  fund  redemption  price  specified  in such
Securities for operation of the sinking fund together with accrued interest,  if
any, to the date fixed for redemption.  If such amount shall be U.S.$100,000 or,
if payments on Securities of such series are to be made in a currency other than
Dollars or in units or composites of two more currencies, the equivalent thereof
(based upon the Market  Exchange Rate on the sixtieth day preceding the relevant
sinking fund payment date or if the Market  Exchange  Rate is not  available for
such date, the immediately  preceding date for which the Market Exchange Rate is
available) in the relevant currency or unit or composite currency (or such other
amount as is specified for the  particular  series  pursuant to Section 2.5), or
less and the Issuer  makes no such request then it shall be carried over until a
sum in  excess  of  U.S.$100,000,  or the  equivalent  thereof  in the  relevant
currency or unit or composite currency, is available.

          The Trustee shall select,  in the manner provided in Section 10.2, for
redemption  on such sinking fund payment  date,  Securities  of such series with
respect to which cash payment of the applicable  sinking fund  redemption  price
will be made and shall (if requested in writing by the Issuer) inform the Issuer
of the serial numbers or other distinguishing  symbols of the Securities of such
series (or portions  thereof) so selected.  If the Trustee  shall be required to
select  Securities  of any  series  for the  sinking  fund and is not  acting as
repository  of the  Register  for such  series,  at  least 60 days  prior to the
sinking fund payment date the Issuer shall furnish to the Trustee a current list
of all Outstanding Securities of such series. Securities of any series which are
(a)  owned by the  Issuer  or an  entity  actually  known by the  Trustee  to be
directly or indirectly  controlling or controlled by or under direct or indirect
common control with the Issuer,  as shown by the Register,  and not known to the
Trustee to have been pledged or hypothecated by the Issuer or any such entity or
(b) identified in an Officers' Certificate at least 60 days prior to the sinking
fund  payment  date  as  being   beneficially  owned  by,  and  not  pledged  or
hypothecated  by, the Issuer or an entity directly or indirectly  controlling or
controlled by or under direct or indirect common control with the Issuer,  shall
be  excluded  from   Securities  of  such  series  eligible  for  selection  for
redemption.  The  Trustee,  in the name and at the expense of the Issuer (or the
Issuer,  if it shall so notify the  Trustee in writing)  shall  cause  notice of
redemption  of the  Securities of such series to be given in  substantially  the
manner provided in Section 10.2, except that the notice of redemption shall also
state that the  Securities  are being  redeemed by operation of the sinking fund
(and with the effect  provided in Section 10.3) for the redemption of Securities
of such series which, if applicable, is in part at the option of the Issuer.

          The amount of any sinking fund payments not so applied or allocated by
the Trustee  (or by the Issuer if the Issuer is acting as its own paying  agent)
to the  redemption  of Securities of such series shall be added to the next cash
sinking fund payment  received by the Trustee (or if the Issuer is acting as its
own  paying  agent,  segregated  and  held in  trust as  required  by the  Trust
Indenture Act of 1939) for such series and,  together with such payment (or such
amount so  segregated),  shall be applied in accordance  with the  provisions of
this  Section  10.6.  Any and all sinking fund moneys held by the Trustee (or if
the Issuer is acting as its own paying  agent,  segregated  and held in trust as
required by the Trust  Indenture Act of 1939) on the stated maturity date of the
Securities  of  any  particular   series  (or  earlier,   if  such  maturity  is
accelerated),  which are not held for the payment or  redemption  of  particular
Securities  of such series  shall be applied by the Trustee (or by the Issuer if
the Issuer is acting as its own paying  agent),  together with other moneys,  if
necessary,  sufficient for the purpose,  to the payment of the principal of, and
interest  on, the  Securities  of such  series at  maturity.

          On or before each sinking fund payment  date,  the Issuer shall pay to
the  Trustee in cash (or if the  Issuer is acting as its own  paying  agent will
segregate  and hold in trust as required by the Trust  Indenture Act of 1939) or
shall  otherwise  provide  for the payment of all  interest  accrued to the date
fixed for redemption on Securities (or portions  thereof) to be redeemed on such
sinking fund payment date.

          Neither  the  Issuer  nor the  Trustee  shall  redeem  or  cause to be
redeemed any  Securities of a series with sinking fund moneys or mail any notice
of  redemption  of  Securities  for such series by operation of the sinking fund
during the  continuance  of a default in payment of  interest,  if any,  on such
Securities or of any Event of Default (other than an Event of Default  occurring
as a consequence  of this  paragraph,  with respect to such  Securities)  except
that,  where the  mailing  of  notice  of  redemption  of any  Securities  shall
theretofore  have been made,  the Trustee (or the Issuer if the Issuer is acting
as its own paying agent) shall redeem or cause to be redeemed  such  Securities,
provided  that it shall have  received from the Issuer (or the Issuer shall have
segregated) a sum  sufficient  for such  redemption.  Except as  aforesaid,  any
moneys in the sinking  fund for such series at the time when any such default or
Event of Default shall occur,  and any moneys  thereafter  paid into the sinking
fund,  shall,  during the  continuance  of such default or Event of Default,  be
deemed to have been collected under Article Four and held for the payment of all
such Securities.  Notwithstanding  anything in the foregoing to the contrary, in
case such  default or Event of Default  shall have been  waived as  provided  in
Section 4.9 or the default or Event of Default  cured on or before the  sixtieth
day  preceding  the sinking  fund  payment  date in any year,  such moneys shall
thereafter  be applied  on the next  succeeding  sinking  fund  payment  date in
accordance with this Section 10.6 to the redemption of such Securities.

          SECTION 10.7 Redemption for Tax Reasons. If at any time after the date
of issuance of Securities of any series  pursuant to this  Indenture 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,  which change or amendment  becomes
effective after the date of such issuance,  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
such 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 their  principal  amount  together  with
accrued  interest  thereon  (and any  Additional  Amounts  Payable  with respect
thereto) to the date fixed for redemption (the  "Redemption  Date").  The Issuer
will also pay to the Holders of Securities of such series on the Redemption Date
any Additional  Amounts which would  otherwise be payable.  In order to effect a
redemption of Securities of any such 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 such 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.

                                 ARTICLE ELEVEN

                            CONVERSION OF SECURITIES

          SECTION 11.1  Conversion of Securities.  In connection with Securities
of any series that are  convertible  into  Shares,  each such  Security  (or any
portion thereof which is, unless otherwise  specified as contemplated by Section
2.5 for Securities of any series,  $1,000 or an integral multiple thereof) shall
be  convertible  into Common Shares or American  Depositary  Shares as specified
pursuant to Section 2.5 for  Securities of such series,  in accordance  with its
terms and (except as otherwise  specified pursuant to Section 2.5 for Securities
of such series) in  accordance  with this  Article  Eleven at any time until the
close of business on the third  Business Day  preceding the maturity date of the
Securities  of such series or in case such  Security  shall have been called for
redemption,  then in respect of such  Security  until  including,  but not after
(unless the Issuer shall default in payment due upon the redemption thereof) the
close of  business  on the  third  Business  Day  preceding  the date  fixed for
redemption,  unless  otherwise  specified  as  contemplated  by Section  2.5 for
Securities of such series.

          The  initial  Conversion  Price at which a  Security  of any series is
convertible  shall be set forth in or  established  pursuant to a Resolution  or
supplemental indenture contemplated by Section 2.5.

          Any such  Security  that is  convertible  at the  option of the Holder
thereof shall be so converted  upon  surrender to the Trustee or the  Conversion
Agent for surrender to the Issuer in accordance  with the  instructions  on file
with the Trustee and the  Conversion  Agent,  at any time during usual  business
hours at the office or agency to be maintained by the Issuer in accordance  with
the  provisions of Section 3.2,  accompanied  by a written notice of election to
convert as  provided in Section  11.2 and,  if so  required by the Issuer,  by a
written instrument or instruments of transfer in form satisfactory to the Issuer
and the  Conversion  Agent  duly  executed  by the Holder or his  attorney  duly
authorized in writing.  Any such Security that is convertible  otherwise than at
the option of the Holder thereof shall be so converted as specified  pursuant to
Section 2.5 for Securities of such series.  The Issuer  covenants to effect such
conversion  by  procuring  the issuance of Shares and payment of cash in lieu of
fractional  shares in exchange for and in consideration of delivery to it of the
Securities.  For  convenience,  the  conversion  of principal of any Security or
Securities pursuant to this Article Eleven is hereinafter  sometimes referred to
as the conversion of such Security or Securities. All Securities surrendered for
conversion  shall,  if  surrendered to the Issuer or the  Conversion  Agent,  be
delivered  to the Trustee for  cancellation  and  canceled by it, as provided in
Section 2.11 (except as otherwise  provided therein).  Any Security  surrendered
for conversion shall not thereafter be convertible.

          SECTION  11.2  Issuance  of  Shares  on  Conversion.  As  promptly  as
practicable after the surrender as herein provided of any Security or Securities
for conversion,  the Issuer shall deliver or cause to be delivered at its office
or  agency  to or upon  the  written  order of the  Holder  of the  Security  or
Securities so  surrendered,  either,  as requested by the Holder,  the number of
duly authorized, validly issued, fully paid and nonassessable Common Shares into
which such  Security or  Securities  may be  converted  in  accordance  with the
provisions of this Article  Eleven or an ADR  evidencing  ADSs which  represents
such number of Common  Shares (such Common  Shares or ADSs being  referred to in
this  Article  Eleven as the  "Conversion  Shares").  Prior to  delivery of such
Conversion  Shares upon conversion of a Security at the option of a Holder,  the
Issuer shall require a written notice,  which shall be substantially in the Form
of Election to Convert as provided for in Section  2.15,  to be delivered to its
office or agency from the Holder of the Security or  Securities  so  surrendered
stating  that  the  Holder  irrevocably  elects  to  convert  such  Security  or
Securities  for  Common  Shares  or ADSs,  as  specified  in such  notice.  Such
conversion  notice  once given  shall be  irrevocable  and may not be  withdrawn
without the consent in writing of the Issuer. The Issuer or any Conversion Agent
on its behalf,  may reject any incomplete or incorrect  conversion  notice.  All
costs and expenses incurred or caused by an incomplete or incorrect notice shall
be for the account of the relevant Holder.

          If the Holder is electing to receive ADSs upon such  conversion,  such
notice shall also state the name or names (with  address or  addresses) in which
the ADR evidencing such ADSs are to be issued.  Such conversion  shall be deemed
to have been made at the close of  business  on the date that such  Security  or
Securities shall have been surrendered for conversion and such notice shall have
been received by the Issuer,  and the rights of the Holder of such Security as a
Holder shall cease at such time.  The Person or Persons  entitled to receive the
Conversion  Shares  upon  conversion  of such  Security or  Securities  shall be
treated  for all  purposes  as  having  become  the  holder or  holders  of such
Conversion  Shares at such time and such  conversion  shall be at the Conversion
Price for such series of Securities in effect at such time;  provided,  however,
in the case of a Holder electing to receive ADSs upon such  conversion,  that no
such  surrender  on any  date  when  the  transfer  books  of the  Common  Share
Depositary  shall be closed  shall be  effective  to  constitute  the  Person or
Persons  entitled to receive such ADSs upon such conversion as the record holder
or holders of such ADSs on such date, but such  surrender  shall be effective to
constitute  the Person or Persons  entitled  to receive  such ADSs as the record
holder or holders  thereof for all purposes at the close of business on the next
succeeding day on which such transfer books are open; such  conversion  shall be
at the  Conversion  Price in effect on the date that such Security or Securities
shall have been  surrendered  for  conversion,  as if the transfer  books of the
Common Share Depositary had not been closed.

          Upon  conversion of any Security  which is converted in part only, the
Issuer shall execute and the Trustee shall  authenticate  and make available for
delivery to or on the order of the holder thereof, at the expense of the Issuer,
a new Security or Security of  authorized  denominations  in a principal  amount
equal to the unconverted portion of such Security.

          SECTION 11.3 No Adjustment  for Interest or  Dividends.  No payment or
adjustment  in  respect  of  interest  on the  Securities  or  dividends  on the
Conversion  Shares  shall  be  made  upon  the  conversion  of any  Security  or
Securities;  provided,  however, that if a Security or Securities or any portion
thereof shall be converted  subsequent to any record date and on or prior to the
next succeeding interest payment date, the interest falling due on such interest
payment date shall be payable on such interest payment date notwithstanding such
conversion,  and such interest  (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name such  Security is  registered  at
the  close of  business  on such  record  date and  Securities  surrendered  for
conversion  during the period  from the close of  business on any record date to
the opening of  business  on the  corresponding  interest  payment  date must be
accompanied  by  payment  of any amount  equal to the  interest  payable on such
interest payment date.

          SECTION 11.4 Adjustment of Conversion  Price.  Except as may otherwise
be  established  pursuant to Section 2.5 with respect to a particular  series of
Securities,  the  Conversion  Price in  effect  at any time  for any  series  of
Securities that is convertible into Common Shares shall be subject to adjustment
as follows:

          (a) If the Issuer shall,  after the original issue date of such series
of Securities, (i) pay a dividend or make a distribution on its Common Shares in
the form of Common Shares (including,  for the avoidance of doubt, a dividend or
distribution  that  permits  the  recipient  to elect  between  cash and  Common
Shares),  (ii) split its  outstanding  Common  Shares  into a greater  number of
Common Shares or (iii)  consolidate its outstanding  Common Shares into a lesser
number of Common  Shares,  the  Conversion  Price shall be adjusted (with effect
from the Effective Date of such event) in accordance with the following formula:

                         A =   P   x   X
                                      ---
                                       Y

          where:

          "A" shall mean the adjusted Conversion Price;

          "P" shall mean the Conversion Price prior to the adjustment;

          "X" shall mean the  number of Common  Shares  outstanding  immediately
     prior to the happening of the relevant event; and

          "Y" shall mean the  number of Common  Shares  outstanding  immediately
     after the happening of the relevant event.

          (b) If the Issuer or any of its subsidiaries shall, after the original
issue date of such Securities, issue

          (i) to all or substantially  all holders of Common Shares,  any rights
     to purchase or subscribe  for Common Shares or other  securities  which are
     convertible  into or  exchangeable  for Common  Shares or warrants or other
     rights to purchase or subscribe for Common Shares; or

          (ii) Common Shares or other securities or rights which are convertible
     into or  exchangeable  for Common  Shares or  warrants  or other  rights to
     purchase or subscribe for Common Shares  (other than  issuances  covered by
     (a) of this Section 11.4);

and the purchase,  subscription,  conversion,  exchange or other issue price per
Common Share  (taking into account the  consideration,  if any,  received by the
Issuer in respect of an  issuance  covered  by clause  (ii)  above) is below the
Market  Price on the date of  announcement  of such  issuance (or in the case of
(ii) above,  below 95% of the Market Price on such date),  the Conversion  Price
shall be  adjusted  (with  effect  from the  Effective  Date of such  event)  in
accordance with the following formula:

                         A =  P  x  (S + f)
                                    -------
                                    (S + a)

          where:

          "A" and "P" shall have the same  meanings as in paragraph  (a) of this
     Section 11.4;

          "S" shall mean the number of Common Shares  outstanding on the date of
     the announcement of such event;

          "f"  shall  mean the  number of  additional  Common  Shares  which the
     aggregate  purchase,  subscription,  conversion,  exchange  or other  price
     (taking into account the consideration received by the Issuer in respect of
     an issuance covered by (ii) above) would purchase at the Market Price; and

          "a" shall mean the number of additional Common Shares which are issued
     or are initially  issuable  pursuant to the other securities or rights that
     are the subject of the issue.

          (c) In case the Issuer shall issue or distribute,  as the case may be,
after  the  original  issue  date  of  such  series  of  Securities,  to  all or
substantially  all  holders  of Common  Shares  any  securities  (other  than as
described in paragraph (a) or (b) above) or assets (other than cash dividends or
dividends in kind in accordance with applicable  laws) in each case declared and
paid in the ordinary course of the Issuer's  operations  (but, for the avoidance
of doubt,  including  any  dividend,  or portion  thereof,  which  constitutes a
redemption  of Common Share  capital as part of a reduction in nominal  value of
the  Common  Shares) or any rights to acquire  such  securities  or assets,  the
Conversion  Price shall be adjusted (with effect from the Effective Date of such
event) in accordance with the following formula:

                         A =  P  x   (M - d)
                                     -------
                                        M

          where:

          "A" and "P" shall have the same  meanings as in paragraph  (a) of this
     Section 11.4;

          "M" shall  mean the  Market  Price on the date on which  such issue or
     distribution, as the case may be, shall be made; and

          "d" shall mean the fair market value (as  determined  by the Executive
     Board of the Issuer, which determination shall be conclusive as of the date
     on which such issue or distribution,  as the case may be, shall be made) of
     such  portion  of  securities  or assets or  rights to  acquire  any of the
     foregoing as is attributable to one Common Share.

          (d) If the Issuer shall issue or distribute,  after the original issue
date of such series of Securities,  an  Extraordinary  Dividend,  the Conversion
Price shall be adjusted  (with effect from the Effective  Date of such event) in
accordance with the following formula:

                         A =   P  x  (M - e)
                                     -------
                                        M

          where:

          "A",  "P" and "M" have the same  meaning as in  paragraph  (c) of this
     Section 11.4; and

          "e" shall mean the Extraordinary Dividend;

          For purpose of this  paragraph  (d), an  Extraordinary  Dividend shall
have occurred if, at the Effective  Date,  the aggregate  amount of (x) any cash
dividends  (prior to the deduction of any withholding tax plus any corporate tax
attributable  to such  dividend  (a "Cash  Dividend"))  paid or  declared by the
Issuer on the Common Shares and (y) all other Cash Dividends paid or declared on
the Common Shares in the 365  consecutive day period prior to the Effective Date
(such  aggregate of (x) and (y) being the "Total Current  Dividend"),  equals or
exceeds on a per  Common  Share  basis 5% of the  Average  Closing  Price of the
Common Shares during the Relevant Period. For the avoidance of doubt, all values
are on a per Common Share basis.

          (e) If the Issuer  determines  (after  consultation  with the Trustee)
that an adjustment  should be made to the Conversion Price, the Issuer shall, if
the  effect of the  adjustment  is to reduce  the  Conversion  Price,  make such
adjustments as it determines is fair and reasonable.

          (f) Notwithstanding anything in this Section 11.4 to the contrary, the
Conversion Price may not be reduced so that, on exchange and conversion,  Common
Shares would be issued at a discount to their par value. Except in the case of a
consolidation  of Common  Shares as provided in  paragraph  (a) of this  Section
11.4,  in no event shall the  Conversion  Price be  increased as a result of any
adjustment.

          (g) Except as otherwise  may be specified for any series of Securities
pursuant to Section 2.5, all calculations  under this Section 11.4 shall be made
to the nearest cent or to the nearest  one-hundredth  of a Common Share,  as the
case may be. If any doubt shall arise as to the  appropriate  adjustment  to the
Conversion  Price, a certificate of the auditors of the Issuer at the time shall
be conclusive and binding on all concerned save in the case of manifest error.

          (h) No adjustment  in the  Conversion  Price shall be required  unless
such  adjustment  would require a change of at least 1% in the Conversion  Price
then in effect; provided,  however, that any adjustments which by reason of this
paragraph  are not  required  to be made and any amount by which the  Conversion
Price shall be rounded  shall be carried  forward and taken into  account in any
subsequent adjustment.

          (i) No  adjustment  in the  Conversion  Price shall be required  for a
change in the par value of the Common Shares.

          (j)  Notwithstanding  anything  herein to the contrary,  no adjustment
will be made to the Conversion  Price where Common Shares or other securities or
options,  warrants or other rights to subscribe for or purchase Common Shares or
other securities are issued to employees  (including directors holding executive
office) of the Issuer or of any  subsidiary or associated  company of the Issuer
pursuant to any stock option programs or similar arrangements for employees.

          (k) If a conversion  date shall fall prior to the Effective Date of an
event requiring  adjustment of the Conversion Price in  circumstances  where the
delivery of Common Shares in respect of the exercise of the relevant  conversion
right  falls on or after such  Effective  Date,  the Issuer  shall  issue to the
relevant  Holder such  additional  number of Common  Shares to which such Holder
would have been  entitled had the relevant  conversion  date fallen  immediately
following such Effective Date.

          (l) Whenever the Conversion Price of any series is adjusted, as herein
provided,  the  Issuer  shall  promptly  file  with  the  Trustee  and  with the
Conversion  Agent a certificate of the Chief  Financial  Officer or Treasurer of
the Issuer setting forth the Conversion  Price after such adjustment and setting
forth a brief statement of the facts requiring such adjustment and a computation
thereof.  Such  certificate  shall be conclusive  evidence of the correctness of
such adjustment. Neither the Trustee nor any Conversion Agent shall be under any
duty or  responsibility  with  respect to any such  certificate  or any facts or
computations set forth therein,  except to exhibit said certificate from time to
time to any Holder of Securities  desiring to inspect the same. The Trustee,  at
the expense of the Issuer, shall cause notice setting forth the Conversion Price
to be mailed,  first-class postage prepaid, to each Holder of Securities of such
series at the  address of such  Holder as it appears in the  Register or in such
other manner as shall be  specified  pursuant to Section 2.5 for  Securities  of
such series.

          SECTION  11.5  No  Fractional  Shares  To  Be  Issued.  No  fractional
Conversion  Shares shall be issued upon conversions of Securities.  If more than
one Security of any series shall be  surrendered  for  conversion at one time by
the same  Holder,  the  number  of full  shares  which  shall be  issuable  upon
conversion  thereof  shall be computed on the basis of the  aggregate  principal
amount of the Securities of such series so surrendered. Instead of a fraction of
a Conversion  Share which would  otherwise be issuable  upon  conversion  of any
Security or Securities (or specified portions  thereof),  the Issuer shall pay a
cash adjustment in respect of such fraction of a share in an amount equal to the
same  fractional  interest  of the Closing  Price of Common  Shares on the Stock
Exchange Trading Day next preceding the day of conversion.

          SECTION 11.6  Preservation  of Conversion  Rights upon  Consolidation,
Merger,  Sale or Similar Event. In the event that the Issuer shall be a party to
(i) any  consolidation  of the Issuer with,  or merger of the Issuer  into,  any
other  person,  any  merger of another  person  into the  Issuer  (other  than a
consolidation  or merger  which does not  result in a  conversion,  exchange  or
cancellation  of  outstanding  Common  Shares of the Issuer) or (ii) any sale or
transfer of assets of the Issuer or similar  event which,  in any such case will
result in a reclassification or change of the Common Shares (other than a change
in the  nominal  value or by a split or  consolidation  of Common  Shares),  the
corporation or person formed by such consolidation or resulting from such merger
or which shall have acquired such assets,  as the case may be, shall execute and
deliver to the Trustee a  supplemental  indenture  providing  that the Holder of
each Security then  Outstanding  shall have the right thereafter to convert such
Security into the kind and amount of Common Shares,  other securities,  cash and
other assets receivable upon such  consolidation,  merger, sale or similar event
by a holder of the number of Common Shares into which such  Security  might have
been converted immediately prior to such consolidation,  merger, sale or similar
event. In any such event, the Conversion Price shall be appropriately  allocated
to such Common Shares,  other securities cash or other assets. Such supplemental
indenture shall provide for adjustments  which shall be as nearly  equivalent as
may be  practicable  to the  adjustments  provided for in this  Article  Eleven.
Neither the Trustee nor any Conversion  Agent shall be under any  responsibility
to determine the correctness of any provision contained in any such supplemental
indenture relating either to the kind or amount of shares or other securities or
property  receivable  by  Holders of  Securities  upon the  conversion  of their
Securities after any such  consolidation,  merger,  sale or transfer,  or to any
adjustment  to be made with respect  thereto and,  subject to the  provisions of
Section 5.1, may accept as conclusive  evidence of the  correctness  of any such
provisions.  The above  provisions of this Section 11.6 shall similarly apply to
successive consolidations, mergers, sales or similar event.

          SECTION 11.7 Notice to Holders of Securities  Prior to Taking  Certain
Types of Action.

          In case:

          (a)  the  Issuer  shall   authorize   the   distribution   to  all  or
     substantially  all holders of its Common  Shares of assets (other than cash
     dividends  or  other  distributions  paid out of  funds  legally  available
     therefor and the dividends  payable in shares for which  adjustment is made
     pursuant to Section 11.4); or

          (b) the Issuer  shall  authorize  the  granting  to all holders of its
     Common  Shares of rights or  securities  to  subscribe  for or purchase any
     shares of its capital of any class; or

          (c) of any  consolidation or merger to which the Issuer is a party and
     for which approval of any shareholders of the Issuer is required, or of the
     sale or conveyance of all or  substantially  all of the Issuer's  assets or
     property to another company; or

          (d)  of the  voluntary  or  involuntary  liquidation,  dissolution  or
     winding up of the Issuer;

then the Issuer  shall  cause to be filed with the  Trustee  and the  Conversion
Agent,  at  least  15 days  prior  to the  applicable  record  date  hereinafter
specified,  a notice  stating  (i) the date as of which  the  holders  of Common
Shares shall be entitled to receive such distribution,  rights or securities, or
(ii)  the  date  on  which  such  consolidation,   merger,   sale,   conveyance,
dissolution,  liquidation or winding up is expected to become effective, and the
date as of which it is expected  that holders of Common Shares shall be entitled
to exchange their Common Shares for securities, cash or other assets deliverable
upon such consolidation,  merger, sale, similar event, dissolution,  liquidation
or winding-up.  The failure to give the notice  required by this Section 11.7 or
any defect therein shall not affect the legality or validity of the  proceedings
described in paragraphs  (a), (b), (c) or (d) of this Section 11.7. Such notice,
at the  expense  of the  Issuer,  shall be  mailed by the  Trustee,  first-class
postage  prepaid,  to each Holder of Securities that are convertible into Common
Shares  of the  Issuer  at the  address  of such  Holder  as it  appears  in the
Register.

          SECTION 11.8 Covenant to Reserve  Shares for Issuance on Conversion of
Securities.  The Issuer  covenants  that it will at all times  reserve  and keep
available,  in the case of  Securities of any series that are  convertible  into
Common Shares,  out of the aggregate of its  authorized  but unissued  shares of
Common  Shares and its issued  Common  Shares  held in its  treasury,  free from
pre-emptive  rights,  solely  for  the  purpose  of  issue  upon  conversion  of
Securities  as herein  provided,  such number of Common  Shares as shall then be
issuable upon the conversion of all Outstanding  Securities of such series.  For
the purpose of this Section,  the full number of Common Shares issuable upon the
conversion of all Outstanding  Securities of such series shall be computed as if
at the time of such  computation all Outstanding  Securities of such series were
held by a single holder.  The Issuer shall from time to time, in accordance with
the laws of the Netherlands, increase the authorized amount of its Common Shares
if at any time the  aggregate  of the  authorized  amount of its  Common  Shares
remaining  unissued and its issued  shares of Common Shares held in its treasury
(other than any such shares reserved for issuance in any other connection) shall
not be sufficient to permit the  conversion of all  Securities of such series at
the time outstanding. The Issuer covenants that all Common Shares which shall be
so issuable shall,  when issued, be duly and validly issued common shares of its
authorized share capital, and shall be fully paid and nonassessable, free of all
liens  and  charges  and  not  subject  to  preemptive  rights  and  that,  upon
conversion,  the  appropriate  capital  accounts  of the  Issuer  will  be  duly
credited.

          SECTION 11.9 Compliance  with  Governmental  Requirements.  The Issuer
covenants  that if any Common  Shares  required to be reserved  for  purposes of
conversion of Securities  hereunder require registration with or approval of any
governmental  authority  under any Dutch law or United  States  Federal or state
law, or any Dutch or United States  national  securities  exchange,  before such
Common  Shares  may be issued  upon  conversion,  the  Issuer  will use its best
efforts to cause such shares to be duly registered or approved,  as the case may
be.

          SECTION  11.10  Payment of Taxes upon  Certificates  for Common Shares
Issued upon Conversion. The issuance of Shares upon the conversion of Securities
shall be made without charge to the converting Holders for any tax in respect of
such  issuance,  and in the case of Holders who elect to receive  Common Shares,
such Common Shares shall be issued in bearer form and in the case of Holders who
elect to  receive  ADSs,  the ADR  evidencing  such ADSs  shall be issued in the
respective  names  of or in such  names  as may be  directed  by  such  Holders;
provided,  however,  that the Issuer  shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the issuance and delivery
of any ADR in a name other than that of the  Holder of the  Security  converted,
and none of the Issuer,  the Conversion  Agent or the Share  Depository shall be
required  to issue or  deliver  such ADR  unless or until the  person or persons
requesting the issuance thereof shall have paid to the Issuer the amount of such
tax or shall have  established to the  satisfaction  of the Issuer that such tax
has been paid.

          SECTION 11.11 Trustee's Duties with Respect to Conversion  Provisions.
The Trustee,  subject to the provisions of Section 5.1, and any Conversion Agent
shall  not at any time be under  any duty or  responsibility  to any  Holder  to
determine  whether  any facts exist  which may  require  any  adjustment  of the
conversion  rate, or with respect to the nature or extent of any such adjustment
when  made,  or  with  respect  to the  method  employed,  or  herein  or in any
supplemental  indenture provided to be employed, in making the same. Neither the
Trustee  nor any  Conversion  Agent  shall be  accountable  with  respect to the
registration under securities laws,  listing,  validity or value (or the kind or
amount) of any Conversion Shares, or of any other securities or property,  which
may at any time be issued or delivered upon the conversion of any Security;  and
neither the  Trustee nor any  Conversion  Agent  makes any  representation  with
respect  thereto.  Neither  the  Trustee  nor  any  Conversion  Agent  shall  be
responsible  for any failure of the Issuer to make any cash payment or to issue,
transfer  or deliver any shares or share  certificates  or other  securities  or
property upon the surrender of any Security for the purpose of  conversion;  and
the Trustee,  subject to the provisions of Section 5.1, and any Conversion Agent
shall not be responsible for any failure of the Issuer to comply with any of the
covenants of the Issuer contained in this Article Eleven.  Each Conversion Agent
(other  than the  Issuer or an  affiliate  of the  Issuer)  shall  have the same
protection under this Article Eleven as the Trustee.

                                 ARTICLE TWELVE

                                  SUBORDINATION

          SECTION 12.1 Securities Subordinate to Senior Indebtedness. The Issuer
covenants  and agrees,  and the  Trustee  and each Holder of a Security,  by its
acceptance  thereof,  likewise  covenant and agree, that all Securities shall be
issued subject to the provisions of this Article Twelve; and each person holding
any  Security,  whether upon  original  issue or upon  transfer,  assignment  or
exchange  thereof,  accepts and agrees that all  payments  of  principal  of and
premium,  if any, and interest,  if any, on each and all of the Securities shall
to the extent and in the manner  hereinafter set forth in this Article Twelve be
subordinated  in right of  payment  to the prior  payment  in full of all Senior
Indebtedness  whether  outstanding  on the date  hereof  or  hereafter  created,
incurred, assumed or guaranteed.

          SECTION 12.2 Payment Over of Proceeds Upon Dissolution,  etc. (a) Upon
any  dissolution  and  liquidation  (ontbinding en  vereffening)  of the Issuer,
whether voluntary or involuntary, or in bankruptcy (faillissement),  insolvency,
moratorium,  receivership,  suspension of payments (surseance van betaling), all
principal,  premium,  if  any,  and  interest,  if  any,  due  upon  all  Senior
Indebtedness  shall first be paid in full,  or provision  shall be made for such
payment,  in cash or cash  equivalents,  before the  Holders  or the  Trustee on
behalf of the Holders  shall be entitled to receive any payment by the Issuer on
account  of  principal  of or  premium,  if any,  or  interest,  if any,  on the
Securities,  or any payment to acquire any of the Securities for cash,  property
or securities,  or any distribution  with respect to the Securities of any cash,
property or securities.  Before any payment may be made by, or on behalf of, the
Issuer on any of the  Securities  upon any  liquidation  of the Issuer,  whether
voluntary  or  involuntary,  or  in  bankruptcy   (faillissement),   insolvency,
moratorium of payments  (surseance  van betaling),  receivership,  suspension of
payments,  any payment or  distribution of assets or securities of the Issuer of
any kind or character,  whether in cash,  property or  securities,  to which the
Holders or the Trustee on behalf of the Holders  would be  entitled,  except for
the  provisions  of this Article  Twelve,  shall be made by the Issuer or by any
administrator,   bewindvoerder,  receiver,  liquidator,  curator,  sequestrator,
trustee, other similar officer of the Issuer or other similar person making such
payment or distribution, or by the Holders or the Trustee if received by them or
it, directly to the holders of Senior  Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or  their  Representatives,  to the  extent  necessary  to pay all  such  Senior
Indebtedness  in full,  in cash or cash  equivalents  after giving effect to any
concurrent payment,  distribution or provision therefor to or for the holders of
such Senior Indebtedness.

          (b)  In  the  event  that,  notwithstanding  the  foregoing  provision
prohibiting such payment or distribution,  any payment or distribution of assets
or securities of the Issuer of any kind or character,  whether in cash, property
or  securities,  shall be  received  by the Trustee or any Holder at a time when
such payment or distribution is prohibited by Clause (a) above before all Senior
Indebtedness  is paid in full, in cash or cash  equivalents,  or payment thereof
provided  for,  and such  fact  shall  have been  made  known to such  Holder or
Trustee,  as the case may be, such payment or distribution shall be received and
held in trust for the  benefit of, and shall be paid over or  delivered  to, any
administrator,   bewindvoerder,  receiver,  liquidator,  curator,  sequestrator,
trustee,  other similar  officer of the Issuer or other person making payment or
distribution  of assets of the  Issuer  for  application  to the  payment of all
Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been
paid in full,  in cash or cash  equivalents,  or payment  thereof  provided for,
after  giving  effect  to any  concurrent  payment,  distribution  or  provision
therefor to or for the holders of such Senior Indebtedness.

          (c) The  consolidation of the Issuer with, or the merger of the Issuer
with or into, another corporation or the liquidation of the Issuer following the
sale, conveyance,  transfer,  lease or other disposition of all or substantially
all of its  property  and  assets  to  another  corporation  upon the  terms and
conditions  provided in Article Eight shall not be deemed a liquidation  for the
purposes of this Section 12.2 if such other corporation shall, as a part of such
consolidation,  merger, sale, conveyance,  transfer, lease or other disposition,
comply with the conditions stated in Article Eight.

          SECTION  12.3  Payment  Permitted  if No  Dissolution,  Bankruptcy  or
Moratorium.  Nothing  contained  in this  Article  Twelve or  elsewhere  in this
Indenture shall prevent (i) the Issuer, except under the conditions described in
Section 12.2 of this  Indenture,  from making payments of principal of, premium,
if any, and interest,  if any, on the  Securities,  or from  depositing with the
Trustee any money for such payments,  or (ii) the  application by the Trustee of
any money  deposited with it for the purpose of making such payment of principal
of,  premium,  if any, and  interest,  if any, on the  Securities to the Holders
entitled  thereto,  if, at the time such application by the Trustee,  it did not
have  actual  knowledge  that such  payment  would have been  prohibited  by the
provisions of this Article Twelve.

          SECTION 12.4 Subrogation to Rights of Holders of Senior  Indebtedness.
(a) Subject to the payment in full of all Senior  Indebtedness,  in cash or cash
equivalents,  the Holders of the Securities shall be subrogated to the rights of
the holders of such Senior Indebtedness to receive payments and distributions of
cash,  property and securities  applicable to the Senior  Indebtedness until the
principal of and premium, if any, and interest,  if any, on the Securities shall
be paid in full. For purposes of such subrogation,  no payments or distributions
to the holders of Senior  Indebtedness  of any cash,  property or  securities to
which the Holders of the Securities or the Trustee would be entitled  except for
the  provisions  of  this  Article  Twelve,  and  no  payments  pursuant  to the
provisions  of this  Article  Twelve to the  holders of Senior  Indebtedness  by
Holders or the Trustee,  shall,  as among the Issuer,  its creditors  other than
holders of Senior  Indebtedness,  and the Holders,  be deemed to be a payment or
distribution by the Issuer to or on account of the Senior Indebtedness.

          (b)  If any  payment  or  distribution  to  which  the  Holders  would
otherwise have been entitled but for the provisions of this Article Twelve shall
have been applied,  pursuant to the  provisions of this Article  Twelve,  to the
payment of all amounts  payable  under Senior  Indebtedness,  then,  and in such
case,  the Holders  shall be entitled to receive from the holders of such Senior
Indebtedness  any payments or  distributions  received by such holders of Senior
Indebtedness in excess of the amount required to make payment in full of amounts
payable under such Senior Indebtedness.

          SECTION  12.5  Provisions  Solely  to  Define  Relative  Rights.   The
provisions of this Article Twelve are and are intended solely for the purpose of
defining the relative  rights of the Holders of the  Securities  on the one hand
and the holders of Senior  Indebtedness on the other hand.  Nothing contained in
this  Article  Twelve or elsewhere in this  Indenture  or in the  Securities  is
intended to or shall (a) impair,  as among the Issuer,  its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Issuer, which is absolute and unconditional, to pay to the Holders of the
Securities  the principal of and premium,  if any, and interest,  if any, on the
Securities as and when the same shall become due and payable in accordance  with
their terms; or (b) affect the relative rights against the Issuer of the Holders
of the  Securities  and creditors of the Issuer other than the holders of Senior
Indebtedness;  or (c)  prevent the  Trustee or the Holder of any  Security  from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture,  subject to the rights, if any, under this Article Twelve of the
holders of Senior  Indebtedness  (1) in any  liquidation of the Issuer,  whether
voluntary or involuntary, or bankruptcy,  (faillissement) insolvency, moratorium
of payments (surseance van betaling),  receivership,  suspension of payments, as
referred to in Section 12.2, to receive, pursuant to and in accordance with such
Section,  cash, property and securities  otherwise payable or deliverable to the
Trustee or such Holder,  or (2) under the conditions  specified in Section 12.3,
to prevent any payment prohibited by such Section.

          SECTION 12.6  Trustee to  Effectuate  Subordination.  Each Holder of a
Security by his  acceptance  thereof  authorizes  and directs the Trustee on his
behalf to take such action as is necessary or as may be necessary or appropriate
to effectuate the subordination provided in this Article Twelve.

          SECTION 12.7 No Waiver of  Subordination  Provisions.  No right of any
present  or  future  holder  of  any  Senior   Indebtedness   or  any  agent  or
representative  therefor to enforce  subordination  as provided in this  Article
Twelve  shall at any time in any way be  prejudiced  or  impaired  by any act or
failure to act on the part of the  Issuer or by any act or  failure  to act,  in
good  faith,  by any  such  holder  or its  agent or  representative,  or by any
non-compliance  by the Issuer with the terms,  provisions  and covenants of this
Indenture,  regardless of any knowledge  thereof any such holder or any agent or
representative therefor may have or be otherwise charged with.

          Without in any way limiting the generality of the foregoing paragraph,
the  holders  of  Senior  Indebtedness  may,  at any time and from time to time,
without  the  consent  of or  notice  to  the  Trustee  or  the  Holders  of the
Securities,  without  incurring  responsibility to the Holders of the Securities
and without  impairing or releasing the  subordination  provided in this Article
Twelve or the  obligations  hereunder  of the Holders of the  Securities  to the
holders of Senior Indebtedness,  do any one or more of the following: (a) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter,  Senior  Indebtedness  or any  instrument  evidencing  the same or any
agreement under which Senior  Indebtedness is outstanding;  (b) sell,  exchange,
release or  otherwise  deal with any  property  pledged,  mortgaged or otherwise
securing  Senior  Indebtedness;  (c) release any person liable in any manner for
the payment or  collection of Senior  Indebtedness;  and (d) exercise or refrain
from exercising any rights or remedies against the Issuer and any other person.

          SECTION 12.8 Notice to Trustee.  The Issuer shall give prompt  written
notice to the Trustee of any liquidation,  moratorium,  insolvency,  bankruptcy,
receivership or other  proceeding which would prohibit the making of any payment
to or  by  the  Trustee  in  respect  of  the  Securities.  Notwithstanding  the
provisions of this Article Twelve or any other provision of this Indenture,  the
Trustee shall not be charged with  knowledge of the existence of any facts which
would  prohibit the making of any payment to or by the Trustee in respect of the
Securities,  unless and until a  Responsible  Officer of the Trustee  shall have
received written notice thereof from the  Representative  of the holders of such
Senior  Indebtedness;  and, prior to the receipt of any such written notice, the
Trustee,  subject to the  provisions  of Section  5.1,  shall be entitled in all
respects  to assume that no such facts  exist;  provided,  however,  that if the
Trustee shall not have received the notice provided for in this Section at least
three  Business  Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including,  without limitation,  the payment
of the principal of and premium,  if any or interest,  if any, on any Security),
then,  anything herein  contained to the contrary  notwithstanding,  the Trustee
shall have full power and  authority to receive such money and to apply the same
to the  purpose for which such money was  received  and shall not be affected by
any notice to the  contrary  which may be received by it within  three  Business
Days prior to such date.

          Subject  to the  provisions  of  Section  5.1,  the  Trustee  shall be
entitled to  conclusively  rely on the  delivery to it of a written  notice by a
person  representing  himself  to  be a  Representative  of  holders  of  Senior
Indebtedness  to establish that such notice has been given by a  Representative.
In the event that the Trustee  determines in good faith that further evidence is
required  with  respect  to the  right  of any  person  as a  holder  of  Senior
Indebtedness  to  participate  in any payment or  distribution  pursuant to this
Article Twelve, the Trustee may request that such person furnish evidence to the
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person,  the extent to which such  person is  entitled  to  participate  in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
person under this Article  Twelve,  and if such evidence is not  furnished,  the
Trustee may defer any such  payment  pending  judicial  determination  as to the
right of such person to receive such payment.

          SECTION 12.9 Reliance on Judicial  Order or Certificate of Liquidating
Agent.  Upon any payment or  distribution of assets of the Issuer referred to in
this Article Twelve, the Trustee,  subject to the provisions of Section 5.1, and
the Holders of the Securities  shall be entitled to  conclusively  rely upon any
order or  decree  entered  by a court of  competent  jurisdiction  in which  any
proceedings  of the  nature  referred  to in  Section  12.2  are  pending,  or a
certificate of the administrator,  bewindvoerder, receiver, liquidator, curator,
sequestrator,  trustee,  other  similar  officer of the  Issuer or other  person
making such payment or distribution,  delivered to the Trustee or to the Holders
of  Securities,  for  the  purpose  of  ascertaining  the  persons  entitled  to
participate in such payment or distribution,  the holders of Senior Indebtedness
and other indebtedness of the Issuer, the amount thereof or payable thereon, the
amount or amounts  paid or  distributed  thereon and all other  facts  pertinent
thereto or to this Article Twelve.

          SECTION  12.10  Rights of Trustee as a Holder of Senior  Indebtedness;
Preservation of Trustee's Rights.  The Trustee in its individual  capacity shall
be entitled to all the rights set forth in this  Article  Twelve with respect to
any Senior  Indebtedness which may at any time be held by it, to the same extent
as any other holder of Senior Indebtedness,  and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

          Nothing in this Article  shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.5.

          SECTION 12.11 Article Applicable to Paying Agents. In case at any time
any paying agent other than the Trustee shall have been  appointed by the Issuer
and be then acting  hereunder,  the term "Trustee" as used in this Article shall
in such case (unless the context  otherwise  requires) be construed as extending
to and  including  such Paying Agent within its meaning as fully for all intents
and  purposes as if such paying  agent were named in this Article in addition to
or in place of the Trustee.

          SECTION 12.12 Not to Prevent Events of Default.  The failure to make a
payment on account of principal of or premium,  if any, or interest,  if any, on
the  Securities  by reason of any  provision of this Article  Twelve will not be
construed as suspending  the rights of the Holders to accelerate the maturity of
the Securities pursuant to Article Four.

          SECTION 12.13  Securities  Senior to  Subordinated  Indebtedness.  The
Indebtedness  represented by the Securities will be senior and prior in right of
payment  to all  Subordinated  Indebtedness,  to the  extent  and in the  manner
provided in such Subordinated Indebtedness.

          SECTION 12.14 Certain Conversions Deemed Payment. For purposes of this
Article  Twelve only,  (1) the issuance and delivery of junior  securities  upon
conversion of Securities in accordance  with Article  Eleven shall not be deemed
to  constitute  a payment or  distribution  on account  of the  principal  of or
premium,  if any,  or  interest,  if any,  on  Securities  or on  account of the
purchase or other  acquisition of Securities,  and (2) the payment,  issuance or
delivery of cash,  property or securities  (other than junior  securities)  upon
conversion  of a Security  shall be deemed to  constitute  payment on account of
principal of such Security.  For the purposes of this Section,  the term "junior
securities"  means (a) shares of any class of the Issuer and (b)  securities  of
the Issuer which are subordinated in right of payment to all Senior Indebtedness
which may be outstanding at the time of issuance or delivery of such  securities
to substantially the same extent as, or to a greater extent than, the Securities
are so  subordinated as provided in this Article  Twelve.  Nothing  contained in
this  Article  Twelve or elsewhere in this  Indenture  or in the  Securities  is
intended to or shall  impair,  as among the  Issuer,  its  creditors  other than
holders of Senior  Indebtedness  and the Holders of the  Securities,  the right,
which is absolute  and  unconditional,  of the Holder of any Security to convert
such Security in accordance with Article Eleven.

          SECTION   12.15   Trustee   Not   Fiduciary   for  Holders  of  Senior
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary  duty to the
Holders of Senior  Indebtedness  and shall not be liable to any such  Holders if
the Trustee shall in good faith  mistakenly  pays over or distributes to Holders
of  Securities  or to the  Issuer  or to any  other  person  cash,  property  or
securities to which any holders of Senior Indebtedness shall be entitled by this
Article or otherwise.  The Trustee undertakes to perform or to observe only such
of its covenants or  obligations as are  specifically  set forth in this Article
Twelve and no implied covenants or obligations with respect to Holders of Senior
Indebtedness shall be read into this Indenture against the Trustee.

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

          SECTION 13.1  Incorporators,  Shareholders,  Officers,  Members of the
Executive Board and Members  Supervisory  Board of Issuer Exempt from Individual
Liability.  No recourse  under or upon any  obligation,  covenant  or  agreement
contained in this Indenture,  or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such or against any
past,  present or future  shareholder,  officer,  member or deputy member of the
Executive  Board,  or member or deputy  member of the  supervisory  board of the
Issuer,  as such, or of any successor,  either directly or through the Issuer or
any successor,  under any rule of law, statute or constitutional provision or by
the  enforcement  of any  assessment or by any legal or equitable  proceeding or
otherwise,  all such  liability  being  expressly  waived  and  released  by the
acceptance  of the  Securities  by  the  Holders  thereof  and  as  part  of the
consideration for the issue of the Securities.

          SECTION 13.2  Provisions  of Indenture for the Sole Benefit of Parties
and Securityholders.  Nothing in this Indenture or in the Securities,  expressed
or implied,  shall give or be  construed  to give to any Person,  other than the
parties  hereto  and  their  successors  and  assigns  and  the  Holders  of the
Securities,  any legal or equitable right,  remedy or claim under this Indenture
or under  any  covenant,  condition  or  provision  herein  contained,  all such
covenants and  provisions  being for the sole benefit of the parties  hereto and
their successors and of the Holders of the Securities.

          SECTION 13.3 Successors and Assigns of Issuer Bound by Indenture.  All
the covenants, stipulations, promises and agreements in this Indenture contained
by  the  Issuer  shall  bind  its  successors  and  assigns,  whether  or not so
expressed.

          SECTION   13.4   Notices   and   Demands   on  Issuer,   Trustee   and
Securityholders.  Any notice or demand which by any provision of this  Indenture
is required or  permitted to be given or served by the Trustee or by the Holders
of  Securities  to or on the  Issuer  may be given or served by being  deposited
postage  prepaid,  first-class  mail,  in a post  office  letter box  (except as
otherwise  specifically provided herein) addressed (until another address of the
Issuer is  furnished by the Issuer to the  Trustee) to  Koninklijke  Ahold N.V.,
Albert Heijnweg 1, 1507 EH Zaandam, The Netherlands,  Attention:  Treasurer. Any
notice,  direction,  request or demand by the Issuer or any Securityholder to or
upon the Trustee shall be deemed to have been  sufficiently  given or made,  for
all purposes, if given or made in writing at its Corporate Trust Office.

          Where this  Indenture  provides  for notice to  Securityholders,  such
notice shall be sufficiently given (unless otherwise herein expressly  provided)
if in writing and mailed,  first-class  postage prepaid,  to each Securityholder
entitled thereto, at his last address as it appears in the Register. In any case
where notice to  Securityholders  is given by mail,  neither the failure to mail
such  notice,  nor  any  defect  in any  notice  so  mailed,  to any  particular
Securityholder shall affect the sufficiency of such notice with respect to other
Securityholders.  Where this Indenture  provides for notice in any manner,  such
notice may be waived in writing by the Person  entitled to receive  such notice,
either  before or after the event,  and such waiver shall be the  equivalent  of
such  notice.  Waivers  of notice  by  Securityholders  shall be filed  with the
Trustee,  but such filing shall not be a condition  precedent to the validity of
any action taken in reliance upon such waiver.  Notwithstanding  anything to the
contrary  elsewhere in this Indenture as to the giving of notice, any other form
of written notice is sufficient, if received.

          In case, by reason of the suspension of or  irregularities  in regular
mail  service,  it shall be  impracticable  to mail  notice  to the  Issuer  and
Securityholders  when  such  notice  is  required  to be given  pursuant  to any
provision  of this  Indenture,  then  notwithstanding  anything to the  contrary
elsewhere  in this  Indenture  as to the giving of notice,  any manner of giving
such  notice as shall be  satisfactory  to the  Trustee  shall be deemed to be a
sufficient giving of such notice.

          SECTION  13.5   Officers'   Certificates   and  Opinions  of  Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
to the Trustee to take any action under any of the provisions of this Indenture,
the Issuer shall  furnish to the Trustee an Officers'  Certificate  stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed  action have been complied with and an Opinion of Counsel  stating that
in the opinion of such counsel all such conditions  precedent have been complied
with,  except that in the case of any such application or demand as to which the
furnishing of such documents is  specifically  required by any provision of this
Indenture  relating to such  particular  application  or demand,  no  additional
certificate or opinion need be furnished.

          Each  certificate  or  opinion  provided  for in  this  Indenture  and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this  Indenture  shall  include (a) a statement  that the Person
making such  certificate  or opinion has read such covenant or condition,  (b) a
brief statement as to the nature and scope of the  examination or  investigation
upon which the statements or opinions  contained in such  certificate or opinion
are based, (c) a statement that, in the opinion of such Person, he has made such
examination  or  investigation  as is  necessary  to enable  him to  express  an
informed  opinion as to  whether  or not such  covenant  or  condition  has been
complied  with and (d) a statement  as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

          Any certificate,  statement or opinion of an officer of the Issuer may
be based, insofar as it relates to legal matters,  upon a certificate or opinion
of or representations by counsel, unless such officer knows that the certificate
or  opinion  or  representations  with  respect  to the  matters  upon which his
certificate,  statement or opinion may be based as aforesaid are erroneous.  Any
certificate, statement or opinion of counsel may be based, insofar as it relates
to factual matters or information which is in the possession of the Issuer, upon
the  certificate,  statement or opinion of or  representations  by an officer or
officers  of the  Issuer,  unless  such  counsel  knows  that  the  certificate,
statement or opinion or  representations  with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are erroneous.

          Any  certificate,  statement or opinion of an officer of the Issuer or
of counsel may be based,  insofar as it relates to  accounting  matters,  upon a
certificate  or  opinion  of or  representations  by an  accountant  or  firm of
accountants in the employ of the Issuer,  unless such officer or counsel, as the
case may be,  knows that the  certificate  or opinion  or  representations  with
respect to the  accounting  matters  upon which his  certificate,  statement  or
opinion may be based as aforesaid are erroneous.

          Any  certificate  or  opinion  of  any  independent   firm  of  public
accountants  filed with the Trustee shall contain a statement  that such firm is
independent.

          SECTION 13.6 Official Acts by Successor Entity.  Any act or proceeding
by any  provision  of  this  Indenture  authorized  or  required  to be  done or
performed by any board, committee or officer of the Issuer shall and may be done
and performed with like force and effect by the like board, committee or officer
of any entity that shall at the time be the lawful sole successor of the Issuer.

          SECTION 13.7  Payments Due on Saturdays,  Sundays and Legal  Holidays.
Except as may be provided  pursuant to Section 2.5 with respect to any series or
tranche,  if the date of maturity of interest on or principal of the  Securities
of any series or the date fixed for redemption or repayment of any such Security
shall not be a Business Day, then payment of such interest, if any, or principal
need not be made on such date, but may be made on the next  succeeding  Business
Day with the same  force and  effect as if made on the date of  maturity  or the
date fixed for  redemption  or repayment,  and no interest  shall accrue for the
period from and after such date.

          SECTION 13.8 NEW YORK LAW TO GOVERN.  THIS INDENTURE AND EACH SECURITY
SHALL BE DEEMED TO BE A  CONTRACT  UNDER THE LAWS OF THE STATE OF NEW YORK,  AND
FOR ALL PURPOSES  SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF SUCH STATE,
EXCEPT  FOR  THE  PROVISIONS   CONTAINED  HEREIN  OR  THEREIN  RELATING  TO  THE
SUBORDINATION  OF THE  SECURITIES  WHICH SHALL BE GOVERNED BY AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE NETHERLANDS.

          SECTION  13.9  Counterparts.  This  Indenture  may be  executed in any
number  of  counterparts,   each  of  which  shall  be  an  original;  but  such
counterparts shall together constitute but one and the same instrument.

          SECTION  13.10  Effect of Headings.  The Article and Section  headings
herein and the Table of Contents are for  convenience of reference only, are not
to be considered a part hereof and shall not affect the construction hereof.

          SECTION  13.11  Conflict  with Trust  Indenture  Act. If any provision
hereof limits,  qualifies or conflicts  with a provision of the Trust  Indenture
Act of 1939 that is  required  under  such Act to be a part of and  govern  this
Indenture,  the  latter  provisions  shall  control.  If any  provision  of this
Indenture  modifies or excludes any provision of the Trust Indenture Act of 1939
that may be so modified or  excluded,  the latter  provision  shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

          SECTION 13.12 Submission to  Jurisdiction.  The Issuer (a) agrees that
any legal suit, action or proceeding  arising out of or based upon the Indenture
or the  Securities  may be instituted in any state or U.S.  federal court in the
State  and  County of New York,  the  Borough  of  Manhattan,  United  States of
America, (b) waives, to the extent it may effectively do so, any objection which
it may have now or hereafter to the laying of the venue of any such suit, action
or proceeding, and (c) irrevocably submits to the jurisdiction of any such court
in any such  suit,  action  or  proceeding.  The  Issuer  hereby  designates  CT
Corporation System Inc., New York, New York as the Issuer's  authorized agent to
accept and acknowledge on its behalf service of any and all process which may be
served in any such suit,  action or proceeding in any such court and agrees that
service of process upon said agent at its office at 1633 Broadway, New York, New
York,  10019 (or at such other address in the Borough of Manhattan,  The City of
New York,  as such agent may  designate by written  notice to the Issuer and the
Trustee),  and written notice of said service to the Issuer, mailed or delivered
to it, at  Albert  Heijnweg  1, 1507 EH  Zaandam,  The  Netherlands,  Attention:
Treasurer,  shall be deemed in every respect  effective  service of process upon
the Issuer in any such suit, action or proceeding and shall be taken and held to
be valid personal service upon the Issuer,  whether or not the Issuer shall then
be doing, or at any time shall have done, business within the State of New York,
and that any such service of process  shall be of the same force and validity as
if service were made upon it according  to the laws  governing  the validity and
requirements  of such  service in such  State,  and waives all claim of error by
reason of any such  service.  Neither such  appointment  nor such  acceptance of
jurisdiction  shall be interpreted to include  actions  brought under the United
States federal  securities  laws.  Said  designation  and  appointment  shall be
irrevocable  until  the  earlier  of the  date on  which  no  Securities  remain
outstanding  or the date  that the  Indenture  shall  have  been  satisfied  and
discharged in accordance with Article Nine.

          SECTION 13.13 Severability. In case any provision in this Indenture or
in the  Securities  shall be invalid,  illegal or  unenforceable,  the validity,
legality and enforceability of the remaining  provisions shall not in any way be
affected or impaired thereby.

<PAGE>
          IN WITNESS  WHEREOF,  the parties hereto have caused this Indenture to
be duly executed, all as of September 30, 1998.



                                             KONINKLIJKE AHOLD N.V.



                                             By:   /s/ Jeanette J. Bos
                                                -------------------------------
                                                Name:  Jeanette J. Bos
                                                Title:




                                             THE BANK OF NEW YORK
                                               as Trustee



                                             By:  /s/  Thomas E. Tabor
                                                -------------------------------
                                                Name:     Thomas E. Tabor
                                                Title:  Assistant Vice President