Exhibit 4.11











                      Ahold Finance U.S.A., Inc., as Issuer

                      KONINKLIJKE AHOLD N.V., as Guarantor,

                                       AND


                        THE BANK OF NEW YORK, as Trustee


                           SUBORDINATED DEBT INDENTURE



                          Dated as of ________________,


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



                     GUARANTEED SUBORDINATED DEBT SECURITIES





<PAGE>





                           AHOLD FINANCE U.S.A., INC.

                             KONINKLIJKE AHOLD N.V.

                                       AND

                              THE BANK OF NEW YORK,
                                     TRUSTEE

                             SUBORDINATED INDENTURE

                                   Dated as of

                                  ------------,

          The following table shows the location in this Indenture of provisions
inserted  pursuant  to  sections  310  through  318(a)  inclusive  of the  Trust
Indenture Act of 1939, as amended.

TIA Section                                                 Indenture Section
-----------                                                 -----------------
310          (a)     (1)                                    5.7
             (a)     (2)                                    5.7
             (b)                                            5.7, 5.8
313          (a)                                            5.11
             (b)                                            5.11
             (c)                                            5.11
314          (a)                                            3.8, 3.9(b)
             (c)     (1)                                    13.5
             (c)     (2)                                    13.5
             (c)     (3)                                    13.5
             (e)                                            13.5
315          (a)     (2)                                    5.1, 5.6
317          (a)                                            4.2
             (b)                                            3.3(a)
318          (a)                                            13.11
-----------------

Note:     This table shall not, for any purpose,  be deemed to be a part of this
          Indenture.

<PAGE>


                                TABLE OF CONTENTS

                                                                            Page


ARTICLE ONE  DEFINITIONS.....................................................1

      SECTION 1.1    Certain Terms Defined...................................1

ARTICLE TWO  SECURITIES.....................................................10

      SECTION 2.1    Forms Generally........................................10
      SECTION 2.2    Form of Face of Security...............................10
      SECTION 2.3    Form of Reverse of Security............................13
      SECTION 2.4    Form of Notation on Security Relating to Guaranty......19
      SECTION 2.5    Form of Trustee's Certificate of Authentication........21
      SECTION 2.6    Amount Unlimited; Issuable in Series; Ranking..........21
      SECTION 2.7    Authentication and Delivery of Securities..............24
      SECTION 2.8    Execution of Securities................................26
      SECTION 2.9    Certificate of Authentication..........................26
      SECTION 2.10   Execution and Delivery of Guaranty.....................26
      SECTION 2.11   Denomination and Date of Securities; Payments of
                     Interest...............................................26
      SECTION 2.12   Registration, Transfer and Exchange....................27
      SECTION 2.13   Mutilated, Defaced, Destroyed, Lost and Stolen
                     Securities.............................................30
      SECTION 2.14   Cancellation of Securities Paid, etc...................31
      SECTION 2.15   Assumption by Guarantor................................31
      SECTION 2.16   Temporary Securities...................................31
      SECTION 2.17   CUSIP Numbers..........................................32
      SECTION 2.18   Form of Election to Convert............................32

ARTICLE THREE  COVENANTS OF THE ISSUER AND THE GUARANTOR....................34

      SECTION 3.1    Payment of Principal and Interest......................34
      SECTION 3.2    Offices for Payments, etc..............................34
      SECTION 3.3    Paying Agents..........................................34
      SECTION 3.4    Limitation on Liens....................................35
      SECTION 3.5    Notice of Default......................................36
      SECTION 3.6    Calculation of Original Issue Discount.................36
      SECTION 3.7    Reports................................................36
      SECTION 3.8    Compliance Certificates................................36

ARTICLE FOUR  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
      ON EVENT OF DEFAULT...................................................37

      SECTION 4.1    Events of Default......................................37
      SECTION 4.2    Payment of Securities on Default; Suit Therefor........40
      SECTION 4.3    Application of Moneys Collected by Trustee.............42
      SECTION 4.4    Proceedings by Trustee.................................43
      SECTION 4.5    Restoration of Rights on Abandonment of Proceedings....43
      SECTION 4.6    Proceedings by Securityholders.........................44
      SECTION 4.7    Remedies Cumulative and Continuing.....................44
      SECTION 4.8    Control by Securityholders.............................44
      SECTION 4.9    Waiver of Past Defaults................................45

ARTICLE FIVE  CONCERNING THE TRUSTEE........................................45

      SECTION 5.1    Reliance on Documents, Opinions, etc.; No
                     Requirement for Expenditure of Own Funds...............45
      SECTION 5.2    No Responsibility for Recitals, etc....................47
      SECTION 5.3    Trustee and Agents May Hold Securities.................47
      SECTION 5.4    Moneys to Be Held in Trust.............................47
      SECTION 5.5    Compensation, Indemnity and Expenses of Trustee........47
      SECTION 5.6    Right of Trustee to Rely on Officers' Certificate,
                     etc....................................................48
      SECTION 5.7    Eligibility of Trustee.................................48
      SECTION 5.8    Resignation or Removal of Trustee; Appointment of
                     Successor Trustee......................................48
      SECTION 5.9    Acceptance of Appointment by Successor Trustee.........50
      SECTION 5.10   Merger, Conversion, Consolidation or Succession to
                     Business of Trustee....................................51
      SECTION 5.11   Reports by Trustee to Securityholders..................51
      SECTION 5.12   Trustee's Application for Instructions from the
                     Issuer.................................................51

ARTICLE SIX  CONCERNING THE SECURITYHOLDERS.................................52

      SECTION 6.1    Action by Securityholders..............................52
      SECTION 6.2    Proof of Execution by Securityholders..................53
      SECTION 6.3    Holders to Be Treated as Owners........................53
      SECTION 6.4    Securities Owned by Issuer Deemed Not Outstanding......53
      SECTION 6.5    Right of Revocation of Action Taken....................54
      SECTION 6.6    Securityholders' Meetings; Purposes....................54
      SECTION 6.7    Call of Meetings by Trustee............................55
      SECTION 6.8    Call of Meetings by Issuer, Guarantor or
                     Securityholders........................................55
      SECTION 6.9    Qualifications for Voting..............................55
      SECTION 6.10   Quorum; Adjourned Meetings.............................56
      SECTION 6.11   Regulations............................................56
      SECTION 6.12   Voting.................................................57
      SECTION 6.13   No Delay of Rights by Meeting..........................57
      SECTION 6.14   Written Consent in Lieu of Meeting.....................57

ARTICLE SEVEN  SUPPLEMENTAL INDENTURES......................................58

      SECTION 7.1    Supplemental Indentures Without Consent of
                     Securityholders........................................58
      SECTION 7.2    Supplemental Indentures With Consent of
                     Securityholders........................................59
      SECTION 7.3    Effect of Supplemental Indenture.......................60
      SECTION 7.4    Certain Documents to Be Given to Trustee...............61
      SECTION 7.5    Notation on Securities.................................61

ARTICLE EIGHT  CONSOLIDATION, MERGER, SALE,
      CONVEYANCE AND LEASE..................................................61

      SECTION 8.1    Issuer and Guarantor May Consolidate, etc., on
                     Certain Terms..........................................61
      SECTION 8.2    Successor Entity to Be Substituted.....................62
      SECTION 8.3    Opinion of Counsel and Officers' Certificate to Be
                     Given to Trustee.......................................63

ARTICLE NINE  SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.....63

      SECTION 9.1    Satisfaction and Discharge of Indenture................63
      SECTION 9.2    Funds Deposited with Trustee for Payment of
                     Securities.............................................64
      SECTION 9.3    Repayment of Moneys Held by Paying Agent...............64
      SECTION 9.4    Return of Moneys Held by Trustee and Paying Agent
                     Unclaimed for Two Years................................64
      SECTION 9.5    Option to Effect Defeasance or Covenant Defeasance.....65
      SECTION 9.6    Defeasance and Discharge...............................65
      SECTION 9.7    Covenant Defeasance....................................65
      SECTION 9.8    Conditions to Defeasance or Covenant Defeasance........66
      SECTION 9.9    Deposited Money and U.S. Government Obligations to
                     Be Held in Trust; Other Miscellaneous Provisions.......67

ARTICLE TEN  REDEMPTION OF SECURITIES AND SINKING FUNDS.....................68

      SECTION 10.1   Applicability of Article...............................68
      SECTION 10.2   Notice of Redemption; Selection of Securities..........68
      SECTION 10.3   Payment of Securities Called for Redemption............69
      SECTION 10.4   Conversion Arrangement on Call for Redemption..........70
      SECTION 10.5   Exclusion of Certain Securities from Eligibility
                     for Selection for Redemption...........................71
      SECTION 10.6   Mandatory and Optional Sinking Funds...................71
      SECTION 10.7   Redemption for Tax Reasons.............................74

ARTICLE ELEVEN  CONVERSION OF SECURITIES....................................74

      SECTION 11.1   Conversion of Securities...............................74
      SECTION 11.2   Issuance of Parent Shares on Conversion................75
      SECTION 11.3   No Adjustment for Interest or Dividends................76
      SECTION 11.4   Adjustment of Conversion Price.........................77
      SECTION 11.5   No Fractional Parent Shares To Be Issued...............80
      SECTION 11.6   Preservation of Conversion Rights upon
                     Consolidation, Merger, Sale or Similar Event...........81
      SECTION 11.7   Notice to Holders of Securities Prior to Taking
                     Certain Types of Action................................81
      SECTION 11.8   Covenant to Reserve Parent Common Shares for
                     Issuance on Conversion of Securities...................82
      SECTION 11.9   Compliance with Governmental Requirements..............82
      SECTION 11.10  Payment of Taxes upon Certificates for Parent
                     Common Shares Issued upon Conversion...................83
      SECTION 11.11  Trustee's Duties with Respect to Conversion
                     Provisions.............................................83

ARTICLE TWELVE  SUBORDINATION OF SECURITIES.................................83

      SECTION 12.1   Securities Subordinate to Issuer Senior Indebtedness...83
      SECTION 12.2   Payment Over of Proceeds Upon Dissolution, etc.........84
      SECTION 12.3   Payment Permitted if No Dissolution, Bankruptcy or ....85
      SECTION 12.4   Subrogation to Rights of Holders of Issuer Senior
                     Indebtedness...........................................85
      SECTION 12.5   Provisions Solely to Define Relative Rights............85
      SECTION 12.6   Trustee to Effectuate Subordination....................86
      SECTION 12.7   No Waiver of Subordination Provisions..................86
      SECTION 12.8   Notice to Trustee......................................86
      SECTION 12.9   Reliance on Judicial Order or Certificate of
                     Liquidating Agent......................................87
      SECTION 12.10  Rights of Trustee as a Holder of Issuer Senior
                     Indebtedness; Preservation of Trustee's Rights.........87
      SECTION 12.11  Article Applicable to Paying Agents....................87
      SECTION 12.12  Not to Prevent Events of Default.......................88
      SECTION 12.13  Securities Senior to Issuer Subordinated
                     Indebtedness...........................................88
      SECTION 12.14  Certain Issuances Deemed Payment.......................88
      SECTION 12.15  Trustee Not Fiduciary for Holders of Issuer Senior
                     Indebtedness...........................................88

ARTICLE THIRTEEN  GUARANTY OF SECURITIES....................................88

      SECTION 13.1   Guaranty...............................................88
      SECTION 13.2   Representation and Warranty............................90
      SECTION 13.3   Subrogation............................................90
      SECTION 13.4   Guaranty Subordinate to Guarantor Senior
                     Indebtedness...........................................91
      SECTION 13.5   Payment Over of Proceeds Upon Dissolution, etc.........91
      SECTION 13.6   Payment Permitted if No Dissolution, Bankruptcy or
                     Moratorium.............................................92
      SECTION 13.7   Subrogation to Rights of Holders of Guarantor
                     Senior Indebtedness....................................92
      SECTION 13.8   Provisions Solely to Define Relative Rights............92
      SECTION 13.9   Trustee to Effectuate Subordination....................93
      SECTION 13.10  No Waiver of Subordination Provisions..................93
      SECTION 13.11  Notice to Trustee......................................93
      SECTION 13.12  Reliance on Judicial Order or Certificate of
                     Liquidating Agent......................................94
      SECTION 13.13  Rights of Trustee as a Holder of Guarantor Senior
                     Indebtedness; Preservation of Trustee's Rights.........94
      SECTION 13.14  Not to Prevent Events of Default.......................95
      SECTION 13.15  Securities Senior to Guarantor Subordinated
                     Indebtedness...........................................95
      SECTION 13.16  Certain Conversions Deemed Payment.....................95
      SECTION 13.17  Trustee Not Fiduciary for Holders of Guarantor
                     Senior Indebtedness....................................95

ARTICLE FOURTEEN

      MISCELLANEOUS PROVISIONS..............................................96

      SECTION 14.1   Incorporators, Shareholders, Officers, Directors,
                     Members of the Executive Board and Supervisory
                     Board Exempt from Individual Liability.................96
      SECTION 14.2   Provisions of Indenture for the Sole Benefit of
                     Parties and Securityholders............................96
      SECTION 14.3   Successors and Assigns of Issuer and Guarantor
                     Bound by Indenture.....................................96
      SECTION 14.4   Notices and Demands on Issuer, Guarantor, Trustee
                     and Securityholders....................................96
      SECTION 14.5   Officers' Certificates and Opinions of Counsel;
                     Statements to Be Contained Therein.....................97
      SECTION 14.6   Official Acts by Successor Entity......................98
      SECTION 14.7   Payments Due on Saturdays, Sundays and Legal
                     Holidays...............................................98
      SECTION 14.8   NEW YORK LAW TO GOVERN.................................98
      SECTION 14.9   Counterparts...........................................98
      SECTION 14.10  Effect of Headings.....................................99
      SECTION 14.11  Conflict with Trust Indenture Act......................99
      SECTION 14.12  Submission to Jurisdiction.............................99
      SECTION 14.13  Severability...........................................99


<PAGE>



          THIS  SUBORDINATED DEBT INDENTURE,  dated as of  _____________,  _____
among AHOLD FINANCE U.S.A., INC., a Delaware company (the "Issuer"), KONINKLIJKE
AHOLD  N.V.,  a company  organized  under the laws of The  Netherlands  with its
corporate  seat  in  Zaandam  (municipality   Zaanstad),  The  Netherlands  (the
"Guarantor"),  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 Issuer  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;

          WHEREAS,  the Guarantor has duly authorized the execution and delivery
of this  Indenture  and  deems it  appropriate  from  time to time to issue  its
guaranty on a subordinated basis of the Securities on the terms herein provided;
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,  the  Guarantor  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 13.1(b).

          "Average  Closing Price" means the arithmetic  average of the official
closing price per Parent Common Share quoted on the Euronext  Amsterdam N.V. for
each Stock Exchange Trading Day during the Relevant Period.

          "Bankruptcy  Law" means Title 11,  United  States Code, or any similar
U.S. Federal,  state or local law for the relief of debtors or any comparable or
similar  foreign  laws  relating  to  bankruptcy,   receivership,   liquidation,
dissolution or similar proceeding.

          "Board of Directors" means the Board of Directors of the Issuer or any
duly authorized committee thereof.

          "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 U.S.$100,000,000 or the equivalent thereof in any other currency
or currencies.

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

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

          "Closing Price" on any day means the official closing price per Parent
Common Share quoted on the Euronext Amsterdam N.V. for such day.

          "Commission"  means the  Securities and Exchange  Commission,  as from
time to time constituted,  created under the Exchange Act, 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.

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

          "Conversion  Price" means the price at which the  Securities  shall be
convertible into Parent Common Shares, such price to be established  pursuant to
Section 2.6 and to be subject to adjustment as provided in Section 11.4.

          "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,  Attention:  Corporate Trust
Administration.

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

          "Custodian"  means  any  receiver,   trustee,  assignee,   liquidator,
custodian or similar official under any Bankruptcy Law.

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

          "euro" means the currency  introduced  on January 1, 1999 at the start
of the third  stage of  economic  and  monetary  union  pursuant  to the  treaty
establishing the European Community.

          "Euronext  Amsterdam  N.V." means the Euronext  Amsterdam  N.V.  stock
market.

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

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

          "Extraordinary  Dividend"  means the amount by which the Total Current
Dividend exceeds the Cash Dividends paid or declared on the Parent Common Shares
for the fiscal year of the Guarantor 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  2.7 and bearing the
legend prescribed in Section 2.7.

          "guarantee"  means any  obligation,  contingent or  otherwise,  of any
person directly or indirectly  guarantying any  indebtedness of any other person
and any obligation,  direct or indirect, contingent or otherwise, of such person
(i) to purchase or pay (or advance or supply  funds for the  purchase or payment
of) such  indebtedness  of such  other  person  (whether  arising  by  virtue of
partnership  arrangements,  or by agreement to  keep-well,  to purchase  assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such  indebtedness  of the payment thereof or
to protect such obligee  against loss in respect  thereof (in whole or in part);
provided,  however, that the term "guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business.  The term  "guarantee"
used as a verb has a corresponding meaning.

          "Guarantor"  means  Koninklijke  Ahold N.V., a company organized under
the laws of The  Netherlands  with its corporate  seat in Zaandam  (municipality
Zaanstad), The Netherlands.

          "Guarantor Senior Indebtedness" means the principal of and premium, if
any, and interest on any Indebtedness of the Guarantor 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 Guarantor's  obligations under the Guaranty;  provided,  however,
that "Guaranty Senior Indebtedness" shall not include (1) the Guarantor's 7 5/8%
Subordinated Bonds 1993 due 2000, (2) the Guarantor's 5.875%  Subordinated Bonds
1997 due December 19, 2005, (3) the Guarantor's  outstanding 6 3/4% Subordinated
Bonds due  August 24,  2003,  (4) the  Guarantor's  outstanding  3%  Convertible
Subordinated  Notes due September 30, 2003 and (5) any subordinated loans of the
Guarantor issued after the date of this Indenture.

          "Guarantor   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 Guarantor whether or not a claim for post-filing interest is allowed in such
proceeding)  of  Indebtedness  of the Guarantor,  whether any such  Indebtedness
exists  as of the  date  of this  Indenture  or  shall  thereafter  be  created,
incurred,  assumed  or  guaranteed  by the  Guarantor,  which  by its  terms  is
expressly subordinated in right of payment to the Guarantor's  obligations under
the Guaranty.

          "Guaranty"  means the  agreement of the Guarantor set forth in Article
Thirteen and as endorsed (substantially in the form set forth in Section 2.4) on
each Security authenticated and delivered hereunder.

          "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 the Guarantor or
for which the Issuer or the Guarantor 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 Ahold Finance  U.S.A.,  Inc., a corporation  organized
under the laws of the State of Delaware,  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.

          "Issuer 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 "Issuer Senior Indebtedness" shall not
include any  Indebtedness of the Issuer that is subordinated in right of payment
to any other Indebtedness of the Issuer.

          "Issuer 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.

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

          "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  Closing
Prices quoted for the Parent Common  Shares on the Euronext  Amsterdam  N.V. 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" means a certificate signed by (1) in the case
of the Issuer, any two of the following:  the president or any vice president of
the Issuer and (2) in the case of the Guarantor,  any two of the following:  the
president,  any executive  vice president or the secretary of the Guarantor and,
in each case, 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 14.5, 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, the Guarantor or any
Subsidiary. Each such opinion shall include the statements required by the Trust
Indenture  Act of 1939 or as provided for in Section  14.5, 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  2.13,  or which shall have been paid  pursuant to Section
     2.13.

          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 2.6) 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.

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

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

          "Parent Common  Shares" means the common  shares,  par value Euro 0.25
per common share,  of the Guarantor,  as designated on the date hereof,  and all
shares resulting from any reclassification of such common shares.

          "Parent Common Shares  Depositary"  shall mean The Bank of New York, a
New  York  banking  corporation,   as  depositary,  or  any  successor  as  such
depositary,  under the Deposit Agreement dated as of January 20, 1998, among the
Guarantor,  the Bank of New York and all owners and beneficial  owners from time
to time of ADRs issued thereunder.

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

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

          "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 Guarantor in excess of 30% of the total  consolidated fixed assets of the
Guarantor and its Subsidiaries, not being Public Debt.

          "Public Debt" means any loan,  debt,  guarantee or other obligation of
the  Guarantor  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 2.11.

          "Register" has the meaning set forth in Section 2.12.

          "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 Issuer Senior Indebtedness or Guarantor Senior
Indebtedness,  as applicable,  or, in the case of any Issuer Senior Indebtedness
or Guarantor Senior Indebtedness for which there is no indenture trustee,  other
trustee, agent or representative,  any holder of such Issuer Senior Indebtedness
or Guarantor Senior Indebtedness.

          "Resolution" means (1) with respect to the Issuer, a resolution of the
Board of Directors of the Issuer or any committee thereof or (2) with respect to
the Guarantor, a resolution of the Executive Board of the Guarantor,  including,
without limitation, any such resolution by which or pursuant to which any series
of Securities is authorized and established pursuant to Section 2.6.

          "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.

          "Securities Act" means the Securities Act of 1933, as amended.

          "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 2.12.

          "series", as used in the definitions of "Indenture" and "Overdue Rate"
in this  Section  1.1 and as used in  Section  2.6  (except as used in the first
sentence of the second paragraph  thereof and in the first and last sentences of
the third paragraph  thereof),  2.7, 2.11,  2.12, 2.13, 3.1, 3.2, 3.3 (except as
used in the fourth  paragraph  thereof),  10.1, 10.2, 10.3, 10.4 and 10.6, means
"tranche" for any  Securities of a series of Securities  consisting of more than
one tranche.

          "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 Euronext  Amsterdam N.V.
is open for trading.

          "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 the Guarantor or by one or more other  Subsidiaries,  or by the Issuer
or the Guarantor and one or more other Subsidiaries.

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

          "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.

          "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.

          "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.

          "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.

          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 Parent  Shares,  the form of election to convert shall be
substantially  in the form set forth in Section  2.18,  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.]


<PAGE>


No.

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

                           AHOLD FINANCE U.S.A., INC.

                         [Insert Designation of Series]

          Ahold  Finance  U.S.A.,  Inc., a company duly  organized  and existing
under the laws of the State of Delaware (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 Dates") 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  Parent 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 2.6,  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.]

          To secure the due and punctual payment of the principal and additional
interest [If the  Security is to bear  interest  prior to maturity,  insert--and
interest],  if any,  on the  Securities  of this  series  and all other  amounts
payable by the Issuer under the  Indenture  and the  Securities  when and as the
same  shall  be due  and  payable,  whether  at  maturity,  by  acceleration  or
otherwise,  according  to  the  terms  of  the  Securities  and  the  Indenture,
Koninklijke  Ahold N.V. (the  "Guarantor")  has  unconditionally  guaranteed the
Securities  pursuant  to the terms of the  Guaranty  endorsed  hereon and in the
Indenture  referred to on the reverse hereof (the "Guaranty").  [If the Security
is  convertible  into Parent  Shares at the option of the  Holder,  insert -- In
addition,  the Guarantor has irrevocably and  unconditionally  guaranteed to the
Holder of this Security the  conversion of this Security in accordance  with the
terms of the  Indenture,  when this  Security is  presented  for  conversion  in
accordance therewith.]

          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 the manual signature of one of
its authorized  signatories,  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.

                                              AHOLD FINANCE U.S.A., INC.



                                              By____________________________


Attest: ______________________________


          SECTION 2.3 Form of Reverse of Security.

                           AHOLD FINANCE U.S.A., INC.

          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 [ ], (herein  called the  "Indenture"),
among the Issuer,  the  Guarantor  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  Guarantor,  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  applicable,  insert--If at any time subsequent to the issuance of
the Securities of this series as a result of any change in, or amendment to, the
laws or regulations of The Netherlands or of any political  subdivision  thereof
or any  authority  therein or thereof  having power to tax or as a result of any
change  in  the  application  or  official   interpretation   of  such  laws  or
regulations,  the  Guarantor  becomes,  or  will  become,  obligated  to pay any
Additional  Amounts  with respect to any payment that it may be required to make
pursuant to this Guaranty and such  obligations  cannot be avoided by the Issuer
or the Guarantor taking  reasonable  measures  available to either of them, 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 their principal  amount [if
the  Security  is to bear  interest  prior to  maturity,  insert--together  with
accrued  interest  thereon,  if any,]  [if the  Security  is an  Original  Issue
Discount  Security,  insert  appropriate  provision.]  to  the  date  fixed  for
redemption  (the "Tax  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 Tax 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  Guarantor  has or  will  become
obligated to pay Additional Amounts with respect to any payments which it may be
required  to make  pursuant  to the  Guaranty  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 Guarantor would be obligated to pay such
Additional  Amounts were a payment in respect of the Guaranty of the  Securities
of  this  series  then  due.  The  notice  shall  additionally  specify  the Tax
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
and the  Guarantor  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  Guarantor  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 Guarantor ("Parent Common Shares"), or American Depositary Shares evidencing
such Parent Common Shares  ("Parent ADSs" and,  together with such Parent Common
Shares, "Parent Shares"), at the initial Conversion Price of [[U.S.$]]______ per
Parent 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 or the
Guarantor 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 or the  Guarantor) by an instrument or instruments of
transfer,  in form satisfactory to the Issuer,  the Guarantor and the Conversion
Agent,  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 Parent Shares, insert--No payment
or adjustment is to be made on conversion of this Security for interest  accrued
hereon or for  dividends on Parent  Common  Shares  issued on  conversion  or on
Parent  Common Shares  underlying  Parent 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  Parent Shares shall be issuable
upon any conversion,  but in lieu thereof the Guarantor 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 Netherlands or 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
Issuer 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 Guarantor and the rights of the Holders of the
Securities of each series to be affected  under the Indenture at any time by the
Issuer,  the  Guarantor  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
without 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 Guarantor,  the Trustee and any agent of the Issuer,
the Guarantor 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 none of the Issuer,  the Guarantor,  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 payment pursuant to the Guaranty 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  or the  Guarantor  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, shareholder, officer, official, member or deputy member of the
Executive  Board or  member or deputy  member  of the  supervisory  board of the
Guarantor or any successor entity, as such, past,  present or future, or against
any  incorporator,  shareholder,  officer or member of the Board of Directors of
the Issuer or of any successor entity, as such, past, present or future,  either
directly  or  through  the Issuer or the  Guarantor,  as the case may be, 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.

          SECTION 2.4 Form of Notation on Security Relating to Guaranty

                                    GUARANTY

          Koninklijke  Ahold  N.V.,  a company  organized  under the laws of The
Netherlands  with its corporate  seat in Zaandam  (municipality  Zaanstad),  The
Netherlands  (the  "Guarantor"),  FOR VALUE  RECEIVED,  hereby  irrevocably  and
unconditionally guarantees on a subordinated basis to the Holder of the Security
upon  which this  Guaranty  is  endorsed,  the due and  punctual  payment of the
principal,  premium,  if any, and  interest,  if any, on the Security upon which
this  Guaranty is  endorsed,  when and as the same shall become due and payable,
subject to any  applicable  grace  period,  whether on the date of maturity,  by
acceleration  or  upon  redemption  pursuant  to  Article  Ten of the  Indenture
referred to in the Security on which this Guaranty is endorsed or otherwise. All
payments under this Guaranty shall be made in [insert relevant currency].

          [If the Security is convertible at the option of the Holder, insert --
The Guarantor  hereby also  irrevocably  and  unconditionally  guarantees to the
Holder of the Security  upon which this  Guaranty is endorsed the  conversion of
such  Security into Parent  Shares when  presented for  conversion in accordance
with the terms of the Indenture.

          [If applicable,  insert--All  payments made pursuant to this Guaranty,
including, without limitation, payments of principal [if the Security is to bear
interest prior to maturity, insert -- interest, if any,] and premium, if any, in
respect of the Security on which this Guaranty is endorsed  shall be made by the
Guarantor  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
Guarantor 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 is to bear  interest  prior to
maturity,  insert --,  interest]  and  premium,  if any,  which  would have been
receivable  in respect of the  Securities  on which this Guaranty is endorsed in
the  absence of such  payment,  withholding  or  deduction;  except that no such
Additional  Amounts  will be  payable  with  respect to any  payment  under this
Guaranty to, or to a third party on behalf of, a Holder for or on account of any
such Taxes  whatever  that have been imposed by reason of (i) the Holder being a
resident or deemed a resident of The  Netherlands or having some connection with
The Netherlands (including,  but not limited to, the Holder carrying on business
in The Netherlands through a permanent establishment or permanent representative
in 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 on which this Guaranty is endorsed 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 on which this  Guaranty is endorsed;  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.]

          This Guaranty is, to the extent and in the manner set forth in Article
Thirteen of the Indenture, subordinated in right of payment to the prior payment
in full of all  Guarantor  Senior  Indebtedness  (as  defined in the  Indenture)
whether outstanding on the date hereof or hereafter created,  incurred,  assumed
or  guaranteed,  and each  Holder of the  Security  upon which this  Guaranty is
endorsed,  by  accepting  the  same,  agrees  to and  shall  be  bound  by  such
provisions.

          The  obligations  of the Guarantor to the Holders of Securities and to
the Trustee  pursuant to this Guaranty and the Indenture,  and the rights of the
Guarantor with respect  thereto,  are expressly set forth in Article Thirteen of
the  Indenture  and  reference is hereby made to the  Indenture  for the precise
terms of this Guaranty,  which are  incorporated  herein by reference and made a
part thereof.

          No shareholder,  officer, official or member of the Executive Board or
the supervisory board of the Guarantor,  as such, past, present or future of the
Guarantor  shall have any liability under this Guaranty by reason of his, her or
its status as such shareholder, officer, or member of the Executive Board or the
supervisory board.

          The Guarantor  hereby agrees that its obligations  hereunder and under
Article  Thirteen of the Indenture shall be as principal  obligor and not merely
as surety, and shall be unconditional, irrevocable and absolute, irrespective of
the  validity,  regularity  or  enforceability  of the  Security  on which  this
Guaranty is endorsed or the Indenture,  the absence of any action to enforce the
same,  any waiver or consent by the Holder of such  Security with respect to any
provisions thereof,  the recovery of any judgment against the Issuer, any action
to enforce the same, or any other circumstance which might otherwise  constitute
a legal or equitable  discharge or defense of a guarantor.  The Guarantor hereby
waives diligence,  presentment, demand of payment, filing of claims with a court
in the event of insolvency  or bankruptcy of the Issuer,  any right to require a
proceeding  first  against  the Issuer,  protest or notice with  respect to such
Security or  indebtedness  evidenced  thereby,  and all demands  whatsoever  and
covenants  that  this  Guaranty  will  not  be  discharged  except  by  complete
performance of the  obligations of the Guarantor  contained in the Indenture and
in this Guaranty.

          The  Guarantor  shall be subrogated to all rights of the Holder of the
Security on which this Guaranty is endorsed against the Issuer in respect to any
amounts paid by the Guarantor pursuant to the provisions of this Guaranty as and
to the extent provided in Article Thirteen of the Indenture.

          This Guaranty  shall not be valid or obligatory  for any purpose until
the  certificate of  authentication  on the Security upon which this Guaranty is
endorsed  shall have been  executed by the Trustee  under the  Indenture  by the
manual signature of one of its authorized signatories.

          This Guaranty  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 this  Guaranty,  which shall be governed by and  construed  in
accordance with the laws of The Netherlands.

          Capitalized  terms used herein and not otherwise  defined  herein have
the meanings specified in the Indenture.

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



                                       KONINKLIJKE AHOLD N.V.



                                       By:
                                          -----------------------------
                                          Name:
                                          Title:


          SECTION  2.5 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  2.6  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 2.11, 2.12, 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 Parent
     Shares,  the period or periods within which, the Conversion Price or Prices
     at which (and the  adjustments  to be made  thereto,  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 Parent
     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 Parent  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;

          (19) whether and under what circumstances the Issuer will be obligated
     to pay  Additional  Amounts in respect of the  Securities  of the series as
     provided in Section 13.1(b) and, as a result, whether the Securities of the
     series will be subject to redemption as provided in Section 10.7; and

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

          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  2.6 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 Issuer Senior  Indebtedness  of the Issuer as provided in Article  Twelve
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 2.7 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,  with, in each case, the Guaranty  endorsed  thereon executed by
the Guarantor 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 each of the Issuer and the Guarantor;

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

          (3) an Officers'  Certificate of the Issuer 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 14.5;

          (4)  an  Opinion  of  Counsel,   prepared  in   accordance   with  the
     requirements  of the Trust  Indenture Act of 1939 and Section  14.5,  which
     shall state that (i) if the form of such Securities has been established by
     or pursuant to a Resolution of the Issuer 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  of the
     Issuer as permitted by Section 2.6 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; and

          (5)  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 the  Guaranty  endorsed  upon such  Securities,  when such
     Securities are 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  the  valid  and  legally  binding
     obligation of the  Guarantor,  enforceable  in  accordance  with its 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  2.6  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,  in each case
with the Guaranty  endorsed  thereon  executed by the Guarantor,  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.

          Each  Depositary of a Global Security  designated  pursuant to Section
2.6 must,  at the time of its  designation  and at all times  while it serves as
Depositary hereunder, be a clearing agency registered under the Exchange Act and
any other applicable statute or regulation.

          SECTION 2.8 Execution of Securities. The Securities shall be signed in
the name of the Issuer by its  president  or any 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 2.9  Certificate  of  Authentication.  Unless a certificate of
authentication,  substantially in the form  hereinbefore  recited set forth on a
Security has been executed by the Trustee by the manual  signature of one of its
authorized  signatories,  such  Security  shall not be entitled to any  benefits
under this Indenture and neither such Security nor the Guaranty endorsed thereon
shall 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  2.10  Execution  and  Delivery of  Guaranty.  To evidence the
Guaranty to the Securityholders  hereunder,  the Guaranty,  substantially in the
form provided in Section 2.4,  shall be endorsed on each Security  authenticated
and delivered hereunder.  The Guaranty endorsed upon each such Security shall be
signed in the name of the  Guarantor  by the  president  or any  executive  vice
president  of the  Guarantor.  Such  signature  may be the  manual or  facsimile
signature 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 the Guaranty endorsed upon any Security
that has been duly authenticated and delivered by the Trustee.

          In case any  officer  of the  Guarantor  who  shall  have  signed  any
Guaranty  shall  cease to hold such  office  before the  Security  on which such
Guaranty is endorsed  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  Guaranty had not
ceased to hold such office of the  Guarantor;  and the  Guaranty on any Security
may be signed in the name of the  Guarantor  by such  persons  as, at the actual
date of the  execution  of such  Guaranty,  shall be the proper  officers of the
Guarantor,  although at the date of the execution and delivery of this Indenture
any such person was not such an officer.

          SECTION  2.11  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  2.6.  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 2.6.

          Except as  otherwise  specified  for a particular  series  pursuant to
Section 2.6,  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  2.12  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  (in each case with the
Guaranty  endorsed  thereon  executed by the  Guarantor)  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 (in each
case with the  Guaranty  endorsed  thereon  executed by the  Guarantor)  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
2.15, 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 2.12,  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  2.7, 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 2.6 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 2.6 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,  with the
Guaranty thereon executed by the Guarantor,  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, the Guarantor or the Trustee.  Definitive  Securities
issued in exchange for a Global Security  pursuant to this Section 2.12 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,
the  Guarantor  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  2.13   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
(with the Guaranty  endorsed  thereon executed by the Guarantor) 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,  the  Guarantor  and the  Trustee  (and any agent of the
Issuer,  the Guarantor or Trustee,  if requested in writing by the Issuer or the
Guarantor)  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, the Guarantor and the Trustee (and
any agent of the Issuer, the Guarantor or Trustee, if requested by the Issuer or
the  Guarantor)  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 and the  Guaranty  endorsed
thereon 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 and the Guarantor, respectively,
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 2.14  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 2.15 Assumption by Guarantor.  The Guarantor may,  without the
consent of the Securityholders,  assume all of the covenants, agreements, rights
and obligations of the Issuer hereunder with respect to any series of Securities
and  under  the  Securities  of such  series  if,  after  giving  effect to such
assumption, no Event of Default shall have occurred and be continuing. Upon such
an assumption,  the Guarantor shall execute a supplemental  indenture evidencing
its  assumption of all such rights and  obligations of the Issuer and the Issuer
shall be released from its  liabilities  hereunder and under such  Securities as
obligor on the Securities of such series.

          SECTION  2.16  Temporary   Securities.   Pending  the  preparation  of
definitive  Securities for any series, the Issuer may execute (with the Guaranty
endorsed thereon executed by the Guarantor),  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 and the Guarantor.  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  definitive  Securities of such
series and the Issuer shall furnish (with,  in each case, the Guaranty  endorsed
thereon  executed by the  Guarantor)  such  definitive  securities 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 2.17 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 2.18 Form of Election to Convert.  The notice of conversion to
be  delivered  by a  Holder  to the  Conversion  Agent  in  connection  with the
conversion of Securities of any series that are  convertible  into Parent 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 Guarantor 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 Guarantor
("Parent Common Shares") or American  Depositary  Shares  evidencing such Parent
Common Shares ("Parent ADSs" and,  together with such Parent Common Shares,  the
"Parent  Shares"),  as  indicated  below,  in  accordance  with the terms of the
Securities and the Indenture dated as of _______,  (the "Indenture") among Ahold
Finance U.S.A., Inc., as Issuer,  Koninklijke Ahold N.V., as Guarantor,  and The
Bank of New York, as Trustee, and directs that (i) if such Holder is electing to
receive Parent Common Shares,  the Parent 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
Parent ADSs, the Parent American Depositary Receipts evidencing such Parent 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  Parent Shares be issued in the name of and delivered
to the undersigned  unless a different name has been indicated  below. If Parent
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)

Principal Amount to be
Converted:(2)

Indicate Parent Shares to be issued:

         [_]  Parent Common Shares
         [_]  Parent 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 Parent Shares to
be issued otherwise than to Holder:

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

Please print name and address of Holder

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

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

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

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



------------------------
Signature Guarantee:                                    ________________________

                                  ARTICLE THREE

                    COVENANTS OF THE ISSUER AND THE GUARANTOR

          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, agree 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  2.6 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 Parent Shares, an office or agency where the
Securities may be presented for conversion into Parent Shares  (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.  The Guarantor  covenants and agrees
for the benefit of each series of Securities  that, so long as any Securities of
any series remain outstanding, neither the Guarantor 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 Guarantor or any of its Subsidiaries 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 (Algemene Bankvoorwaarden)), if and in
so far as  applicable,  (v) any guarantee  issued by the Guarantor 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  Guarantor  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 and the Guarantor shall file
with a Responsible  Officer of the Trustee  written  notice of the occurrence of
any default,  Event of Default or event which,  with notice or the lapse of time
or both, would constitute an Event of Default, setting forth the details of such
default,  Event of Default or event  which,  with notice or the lapse of time or
both,  would  constitute  an Event of Default,  within five Business Days of any
officer of the Issuer or the  Guarantor  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 required  under the Internal  Revenue Code of 1986,  as amended from
time to time.

          SECTION 3.7 Reports. Each of the Issuer and the Guarantor shall comply
with the  provisions  of ss.  314(a) of the  Trust  Indenture  Act of 1939.  The
Guarantor  shall file with the  Trustee  within 45 days after it files them with
the  Commission  and in any  event no later  than 180 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 Guarantor is
required  to file with the  Commission  pursuant  to  Section 13 or 15(d) of the
Exchange Act. 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 or the
Guarantor'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),  each of the Issuer and the  Guarantor  will file with a Responsible
Officer of the Trustee a brief  certificate,  signed by its principal  executive
officer,  principal financial officer or principal  accounting officer,  stating
whether  or not the  signer has  knowledge  of any  default by the Issuer or the
Guarantor,  respectively,  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 and the  Guarantor  also  shall  comply  with the other
provisions of ss. 314(a) of the Trust Indenture Act of 1939.


                                  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 2.6,  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  2.6,  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 2.6:

          (a)  default in the  payment of any  installment  of  interest  on the
     Securities  of such series or any  Additional  Amounts  under the  Guaranty
     relating to the Securities of such series as and when the same shall become
     due and payable,  and  continuance of such default for a period of 30 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 or the  Guarantor  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 90 days after there has been given,  by registered or certified mail, to
     the Issuer and the Guarantor by the Trustee or to the Issuer, the Guarantor
     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  the  Guarantor  or  one or  more  of  the  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 or the Guarantor  and/or one or more of the 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 or
     the  Guarantor  and/or  one or more of the 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 the Guarantor 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 the
     Guarantor 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) the Issuer  pursuant  to or within the  meaning of any  Bankruptcy
     Law:

               (i) commences a voluntary case; or

               (ii)  consents to the entry of an order for relief  against it in
          an involuntary case; or

               (iii) consents to the appointment of a Custodian of it or for any
          substantial part of its property; or

               (iv) makes a general assignment for the benefit of its creditors;
          or

               (v)  ceases  or  suspends  generally  payments  of its  debts  or
          announces  an  intention so to do or is (or is deemed for the purposes
          of any law  applicable  to it to be)  unable  to pay its debts as they
          fall  due,  or makes a  general  assignment  for the  benefit  of or a
          composition  with its creditors  generally or a moratorium is declared
          in respect of any of its Indebtedness; or

          (g) a court of competent  jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (i) is for relief against the Issuer in an involuntary case; or

               (ii)  appoints a Custodian  of the Issuer or for any  substantial
          part of its property; or

               (iii) orders the winding up or liquidation of the Issuer; or

               (iv) orders any  execution of distress in respect of any material
          liability  to be levied  against the Issuer or an  encumbrancer  takes
          possession  of the  whole  or any  material  part  of,  the  property,
          undertaking, or assets of the Issuer,

          and the order or decree remains unstayed and in effect for 60 days; or

          (h)  there  shall  have  occurred  the   dissolution  and  liquidation
     (ontbinding  en  vereffening)  of the  Guarantor  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  Guarantor or the
     Guarantor shall otherwise enter into liquidation; or

          (i) the Guarantor 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 Guarantor or of all
     or any part of the assets of the Guarantor; or

          (j) the  Guarantor  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 Guarantor are
     submitted  to the  control  of its  creditors  or the  Guarantor  otherwise
     threatens, proposes or declares any moratorium on its debts or any class of
     its debts; or

          (k) the Guarantor becomes,  or is declared by any competent  authority
     to be,  bankrupt  (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); or

          (l) the  Guaranty  ceases to be in full  force and  effect  (except as
     contemplated  by the terms  thereof) or the Guarantor  denies or disaffirms
     its obligations under the Guaranty.

          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 the Guarantor (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 2.6 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,  and the  Guarantor's  obligations
under the Guaranty shall remain  subordinated  to the extent provided in Article
Thirteen 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 2.6 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 or the  Guarantor  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, the Guarantor and 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 2.6.

          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 the  reorganization  of the Issuer the  Guarantor or any
other obligor upon the Securities of any series under applicable law, or in case
an  administrator,  bewindvoerder,  Custodian,  curator,  sequestrator  or other
similar officer shall have been appointed for or taken  possession of the Issuer
or the  Guarantor  or of all or any  part  of  the  assets  of the  Issuer,  the
Guarantor  or any  such  obligor,  or in  case  of any  other  similar  judicial
proceedings  relative to the Issuer,  the  Guarantor  or other  obligor upon the
Securities  of any series,  or to the  creditors or property of the Issuer,  the
Guarantor  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 and Article Thirteen 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,
     the Guarantor or other obligor upon the Securities of any series, or to the
     creditors or property of the Issuer the Guarantor 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,  Custodian, 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 and Article Thirteen  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 or, to
     the  extent  that  such  moneys  were  provided  by the  Guarantor,  to the
     Guarantor  (as  directed by it in an Officers'  Certificate  delivered to a
     Responsible  Officer  of the  Trustee),  their  respective  successors  and
     assigns.

          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 judicial  proceedings  as are necessary 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
Guarantor,   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 Guarantor, 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, Custodian, curator, sequestrator, 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 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  Guarantor,  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  and the
     Guarantor 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 or the
     Guarantor, as applicable;

          (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  reasonably  satisfactory  to it 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 the Guarantor or, if paid by the Trustee, shall be
     repaid by the Issuer or the Guarantor 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 indemnity reasonably  satisfactory
to it 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,  the  Guarantor 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,  Indemnity  and  Expenses  of Trustee.  The
Issuer and the  Guarantor  covenant and agree 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,  the  Guarantor  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 or the  Guarantor  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 willful misconduct. The Issuer and the Guarantor also covenant and
agree to fully  indemnify  the Trustee and any  predecessor  Trustee for, and to
hold them  harmless  against,  any and all  loss,  liability,  damage,  claim or
expense, including taxes (other than taxes based on the income, gains, wealth or
similar  criteria  of  the  Trustee)  incurred  without  negligence  or  willful
misconduct 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 and the
Guarantor  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), (i), (j) or (k),
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.$50,000,000.  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  and the
Guarantor. 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  Board  of
Directors,  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 the
     Guarantor 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 Board of  Directors,  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 and
the  Guarantor  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 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.

          (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, the Guarantor and 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,  the Guarantor or 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 Guarantor,  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 January 15 in each year,  beginning with the January 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,  the Issuer and the
Guarantor, 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 2.6, 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, the Guarantor 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 2.12.

          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
Guarantor, the Trustee and any agent of the Issuer, the Guarantor 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
Guarantor,  the Trustee or any agent of the Issuer, the Guarantor 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,  the  Guarantor  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,  the Guarantor 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,  the  Guarantor  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 Guarantor,
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, the Guarantor 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, the Guarantor 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,  Guarantor or Securityholders.
In case at any time the Issuer or the  Guarantor,  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, the Guarantor 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,  any  representatives  of the Trustee and its counsel
and any  representatives  of the Issuer and the Guarantor  and their  respective
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, the Guarantor or by Securityholders as provided in Section 6.8, in which
case the Issuer, the Guarantor 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 Issuer,  the
Guarantor,  the Trustee or 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 and the  Guarantor,  each 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 entity to the Issuer or the
     Guarantor, or successive  successions,  and the assumption by the successor
     entity of the covenants,  agreements,  rights and obligations of the Issuer
     or the Guarantor, as the case may be, pursuant to Article Eight;

          (c) to add to the  covenants  of  the  Issuer  or the  Guarantor  such
     further covenants, restrictions,  conditions or provisions as the Issuer or
     the Guarantor 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
     or the Guarantor;

          (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  assumption by the Guarantor of the  covenants,
     agreements, rights and obligations of the Issuer pursuant to Section 2.15;

          (f) 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;

          (g) to cure any  ambiguity or to correct or  supplement  any provision
     contained  herein, in the Securities of any series or in the Guaranty 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 or the Guarantor may deem necessary or
     desirable and which shall not adversely affect the interests of the Holders
     of the Securities at the time Outstanding;

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

          (i)  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 and the  Guarantor,  accompanied  by
copies of the  Resolutions  authorizing  the execution of any such  supplemental
indenture  certified by the secretaries of each of the Issuer and the Guarantor,
the Trustee shall join with the Issuer and the Guarantor 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, the Guarantor 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 and the Guarantor,  each 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 or the  Guarantor  or 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  Parent  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 Parent 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 Articles  Twelve or Thirteen
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 and the  Guarantor,  accompanied  by
copies of the  Resolutions  authorizing  the execution of any such  supplemental
indenture  certified by the secretaries of each of the Issuer and the Guarantor,
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 and the  Guarantor 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,  the  Guarantor  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,  the Guarantor 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  (with the Guaranty  endorsed  thereon  executed by the
Guarantor) 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 and  Guarantor  May  Consolidate,  etc., on Certain
Terms. (a) 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.

          (b) Nothing  contained in this  Indenture or in any of the  Securities
shall  prevent any  consolidation  or merger of the  Guarantor  with or into any
other entity or entities  (whether or not  affiliated  with the  Guarantor),  or
successive  consolidations or mergers in which the Guarantor or the 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  Guarantor to any other
entity (whether or not affiliated with the Guarantor)  authorized to acquire and
operate the same;  provided,  however,  and the Guarantor  hereby  covenants and
agrees, that upon any such consolidation,  merger, sale, conveyance or lease (i)
the due and punctual  performance  and  observance  of all of the  covenants and
conditions  of this  Indenture to be performed  by the  Guarantor  and under the
Guaranty 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  Guarantor)  formed  by such  consolidation,  or into  which the
Guarantor shall have been merged,  or by the entity which shall have acquired or
leased such property and (ii) the  Guarantor 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  Entity to Be  Substituted.  (a) 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, in the
case of Section  8.1(a),  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 or, in the case of Section  8.1(b),  the due and punctual  performance of
all covenants and conditions of this Indenture be performed by the Guarantor and
under the Guaranty such successor entity shall succeed to and be substituted for
the Issuer or the Guarantor,  as  applicable,  with the same effect as if it had
been  named  herein  as the  party  of the  first  part.  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.

          (b) In the case of a successor  entity to the Issuer,  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 an officer 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 the  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.

          (c) In the case of a successor entity to the Guarantor, such successor
entity  thereupon  may  cause to be  signed,  and may  issue in its own name the
Guaranty with respect to any or all of the Securities  issuable  hereunder which
theretofore  shall not have been signed by the  Guarantor  and  delivered to the
Trustee;  and, upon the order of such successor  entity instead of the Guarantor
and  subject to all the terms,  conditions  and  limitations  in this  Indenture
prescribed,  the Trustee shall  authenticate and shall deliver any Securities on
which the  Guaranty  is  endorsed  which  previously  shall have been signed and
delivered by an officer of the Guarantor to the Trustee for authentication,  and
any  Securities on which the Guaranty is endorsed  which such  successor  entity
thereafter  shall  cause to be signed  and  delivered  to the  Trustee  for that
purpose. Any such Guaranty with respect to Securities of any series shall in all
respects  have the same  legal rank and  benefit  under  this  Indenture  as the
Guaranty with respect to 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,  referred  to in  Section  8.1,  but not any lease
referred to in such Section,  the Guarantor 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
Guaranty and may be dissolved and liquidated.

          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  or the  Guarantor  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 2.13 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 or the Guarantor 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  2.13 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 or the
Guarantor  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 or the  Guarantor  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  2.13 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
or the  Guarantor  shall  also pay or cause to be paid all  other  sums  payable
hereunder  by the Issuer or the  Guarantor  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 or the Guarantor,  be repaid to the Issuer or,
to the extent that such moneys were deposited by it, the  Guarantor,  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 or
the  Guarantor  and  unless  otherwise  required  by  mandatory   provisions  of
applicable  escheat or  abandoned or  unclaimed  property  law, be repaid to the
Issuer,  or, to the extent that such moneys were  deposited by it, the Guarantor
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 Option to Effect  Defeasance or Covenant  Defeasance.  The
Issuer or the Guarantor 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  or the
Guarantor's exercise of its option to utilize the provisions of this Section 9.6
and upon  compliance  with Section 9.8,  the Issuer and the  Guarantor  shall be
deemed to have been  discharged  from  their  obligations  with  respect  to the
Outstanding Securities of such series, and the Guarantor shall be deemed to have
been  discharged  from its  obligations  under the Guaranty with respect to such
Outstanding Securities,  in each case 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 Guarantor  shall be
deemed to have  discharged  all of its  obligations  under the Guaranty (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  obligations  of the Issuer and the  Guarantor  with
respect to such Securities under Sections 2.12, 2.13, 2.16, 3.2 and 3.3, (c) the
rights,  powers,  trusts,  duties,  and immunities of the Trustee under Sections
2.13,  2.14,  2.16,  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  obligations  of the Issuer and the Guarantor,
if any, with respect  thereto under Article  Eleven,  and (e) this Article Nine.
Subject to compliance  with this Article  Nine,  the Issuer or the Guarantor 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 or the Guarantor's
exercise of its option to utilize the  provisions  of this  Section 9.7 and upon
compliance with Section 9.8, the Issuer and the Guarantor shall be released from
their respective obligations, if any, under Sections 3.4 and 3.5 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 and the Guarantor 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  (including under
Section  4.1(d))  or by reason of any  reference  in any such  Section  to other
provision  herein or in any other document,  but the remainder of this Indenture
and any 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 or the Guarantor  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
     depositary  receipt issued by a bank (as defined in Section  3(a)(2) of the
     Securities  Act) 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 depositary  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  depositary  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 depositary 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 or the Guarantor 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 Exchange Act, to be delisted.

          (f) In the case of an election  under  Section  9.6, the Issuer or the
     Guarantor  shall have  delivered  to the Trustee an Opinion of Counsel (who
     may be counsel to the Issuer or the Guarantor)  stating that (x) the Issuer
     or the  Guarantor 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 or the
     Guarantor  shall have  delivered  to the Trustee an Opinion of Counsel (who
     may be  counsel  to the Issuer or the  Guarantor)  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 or the Guarantor 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  and the  Guarantor  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 or the Guarantor, as applicable, from
time to time upon the Issuer's or the  Guarantor'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  2.6 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  Parent  Shares,  the
Conversion  Price,  the place or places of conversion,  that,  unless  otherwise
provided  pursuant  to Section 2.6 for  Securities  of such  series,  Securities
called for  redemption may be converted at any time before the close of business
on the third  Business  Day 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 or the Guarantor 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
or the Guarantor  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 or the  Guarantor 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 2.6,  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 and the
Guarantor 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 (in each case with the Guaranty  endorsed  thereon executed by the
Guarantor) 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 Parent Shares,  the
Holders  thereof  do not elect to  convert  such  Securities,  the Issuer or the
Guarantor 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  or the  Guarantor,  as the case may be, 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
or the  Guarantor  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 and the Guarantor  agree 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 or the  Guarantor  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 the Guarantor 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 or the Guarantor.

          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) or receive  credit for Securities of such series by the
Issuer (not previously so credited)  theretofore purchased or otherwise acquired
(except as aforesaid) and delivered to the Trustee for cancellation  pursuant to
Section  2.14,  (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 2.14 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 2.6), 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 2.6), 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,  the  Guarantor  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, the
Guarantor 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,  the Guarantor or an entity
directly or indirectly  controlling or controlled by or under direct or indirect
common  control  with  the  Issuer  or the  Guarantor,  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,  with  respect  to
Securities  of any series it is  specified  pursuant to Section 2.6 that Section
13.1(b) and this Section 10.7 shall be  applicable to Securities of such series,
at any time after the date of issuance of Securities of such series  pursuant to
this  Indenture,  as a result of any  change  in, 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
Guarantor becomes, or will become,  obligated to pay any Additional Amounts with
respect to any payments that it may be required to make pursuant to the Guaranty
with respect to Securities of any series and such obligations  cannot be avoided
by the Issuer or the Guarantor taking reasonable measures available to either of
them,  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 "Tax
Redemption  Date").  In order to effect a redemption  of  Securities of any such
series as  described  in this  paragraph,  the  Issuer and the  Guarantor  shall
deliver to the Trustee at least forty-five (45) days prior to the Tax 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  Guarantor  has or  will  become
obligated to pay Additional  Amounts with respect to any payments that it may be
required  to make  pursuant  to such  Guaranty 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 Guarantor 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 Tax 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 and the Guarantor in such notice
and shall be under no duty to check the accuracy or completeness  thereof.  Such
notice shall be irrevocable.


                                 ARTICLE ELEVEN

                            CONVERSION OF SECURITIES

          SECTION 11.1  Conversion of Securities.  In connection with Securities
of any series that are  convertible  into Parent Shares,  each such Security (or
any portion  thereof which is, unless  otherwise  specified as  contemplated  by
Section 2.6 for  Securities of any series,  U.S.$1,000  or an integral  multiple
thereof)  shall be  convertible  into Parent  Common  Shares or Parent  American
Depositary  Shares as specified  pursuant to Section 2.6 for  Securities of such
series, in accordance with its terms and (except as otherwise specified pursuant
to Section 2.6 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  (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 2.6
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 of the
Issuer or the Guarantor or supplemental indenture contemplated by Section 2.6.

          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 or the  Guarantor  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 or the Guarantor,  by a written instrument or instruments
of transfer in form satisfactory to the Issuer, the Guarantor 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  2.6  for
Securities of such series.  The Issuer and the Guarantor covenant to effect such
conversion  by procuring  the  issuance of Parent  Shares and payment of cash in
lieu of  fractional  Parent  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,  the
Guarantor or the Conversion  Agent, be delivered to the Trustee for cancellation
and canceled by it as provided in Section  2.13  (except as  otherwise  provided
therein).  Any Security  surrendered  for  conversion  shall not  thereafter  be
convertible.

          SECTION 11.2 Issuance of Parent Shares on  Conversion.  As promptly as
practicable after the surrender as herein provided of any Security or Securities
for conversion,  the Issuer (or the Guarantor if it has delivered to the Trustee
an agreement  between the Company and the Guarantor which is then in effect that
the Guarantor  shall effect the conversion of the  Securities)  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 Parent Common Shares into which such Security or Securities may be
converted in accordance  with the  provisions of this Article Eleven or a Parent
ADR evidencing  Parent ADSs which represents such number of Parent Common Shares
(such  Parent  Common  Shares or Parent ADSs being  referred to in this  Article
Eleven as the  "Parent  Conversion  Shares").  Prior to  delivery of such Parent
Conversion  Shares upon conversion of a Security at the option of a Holder,  the
Issuer or the  Guarantor,  as the case may be, shall  require a written  notice,
which shall be  substantially in the Form of Election to Convert as provided for
in Section  2.17, 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 Parent Common Shares or Parent 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 or the Guarantor.  The Issuer,  the Guarantor or any Conversion  Agent on
any of their 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 Parent ADSs upon such conversion,
such notice shall also state the name or names (with  address or  addresses)  in
which  the  Parent  ADR  evidencing  such  Parent  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 Parent Conversion Shares upon conversion of such
Security or  Securities  shall be treated for all purposes as having  become the
holder  or  holders  of such  Parent  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  Parent ADSs upon such  conversion,  that no such  surrender on any date
when the transfer  books of the Parent Common Share  Depositary  shall be closed
shall be effective to constitute the person or persons  entitled to receive such
Parent ADSs upon such  conversion as the record holder or holders of such Parent
ADSs on such date,  but such  surrender  shall be  effective to  constitute  the
person or persons  entitled to receive such Parent 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 Parent
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 Parent
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 2.6 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 Parent Shares shall be subject to adjustment
as follows:

          (a) If the  Guarantor  shall,  after the  original  issue date of such
     series of  Securities,  (i) pay a dividend  or make a  distribution  on its
     Parent Common Shares in the form of Parent  Common Shares  (including,  for
     the  avoidance  of doubt,  a dividend  or  distribution  that  permits  the
     recipient to elect between cash and Parent Common  Shares),  (ii) split its
     outstanding  Parent  Common  Shares into a greater  number of Parent Common
     Shares or (iii)  consolidate  its  outstanding  Parent Common Shares into a
     lesser  number of Parent  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  Parent  Common  Shares  outstanding
     immediately prior to the happening of the relevant event; and

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

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

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

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

and the purchase,  subscription,  conversion,  exchange or other issue price per
Parent Common Share (taking into account the consideration,  if any, received by
the  Guarantor 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 Parent Common Shares  outstanding  on the
     date of the announcement of such event;

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

          "a" shall mean the number of additional Parent 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 Guarantor  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 Parent  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 Guarantor's operations
     (but,  for the  avoidance  of doubt,  including  any  dividend,  or portion
     thereof,  which  constitutes a redemption of Parent Common Share capital as
     part of a reduction in nominal  value of the Parent  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, 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 Parent Common Share.

          (d) If the  Guarantor  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  Guarantor  on the Parent  Common  Shares and (y) all other
     Cash  Dividends  paid or  declared on the Parent  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
     Parent  Common  Share basis 5% of the Average  Closing  Price of the Parent
     Common Shares during the Relevant  Period.  For the avoidance of doubt, all
     values are on a per Parent Common Share basis.

          (e) If the Guarantor  determines (after consultation with the Trustee)
     that an adjustment  should be made to the Conversion  Price,  the Guarantor
     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,
     Parent  Common  Shares  would be issued at a  discount  to their par value.
     Except in the case of a  consolidation  of Parent 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 2.6, all calculations  under this Section 11.4 shall be
     made to the nearest cent or to the nearest one-hundredth of a Parent 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
     Guarantor 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 Parent Common Shares.

          (j)  Notwithstanding  anything  herein to the contrary,  no adjustment
     will be made to the  Conversion  Price where Parent  Common Shares or other
     securities  or  options,  warrants  or other  rights  to  subscribe  for or
     purchase  Parent Common Shares or other  securities are issued to employees
     (including  directors  holding executive office) of the Guarantor or of any
     Subsidiary  or associated  company of the  Guarantor  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 Parent  Shares in respect of the  exercise of the relevant
     conversion right falls on or after such Effective Date, the Guarantor shall
     issue to the relevant  Holder such  additional  number of Parent  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 Guarantor  shall promptly file with the Trustee and with the
     Conversion Agent a certificate of the Chief Financial  Officer or Treasurer
     of the Guarantor  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 Guarantor,
     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 2.6 for Securities of such
     series.

          SECTION 11.5 No Fractional  Parent Shares To Be Issued.  No fractional
Parent 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 Parent  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 Parent  Conversion  Share which would  otherwise be issuable  upon
conversion of any Security or Securities (or specified  portions  thereof),  the
Guarantor  shall pay a cash  adjustment  in respect of such fraction of a Parent
Share in an amount equal to the same fractional interest of the Closing Price of
Parent 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 Guarantor shall be a party
to (i) any consolidation of the Guarantor with, or merger of the Guarantor into,
any other person,  any merger of another person into the Guarantor (other than a
consolidation  or merger  which does not  result in a  conversion,  exchange  or
cancellation  of outstanding  Parent Common Shares of the Guarantor) or (ii) any
sale or transfer of assets of the Guarantor or similar event which,  in any such
case will result in a  reclassification  or change of the Parent  Common  Shares
(other  than a change in the  nominal  value or by a split or  consolidation  of
Parent 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 Parent Common
Shares,   other   securities,   cash  and  other  assets  receivable  upon  such
consolidation, merger, sale or similar event by a holder of the number of Parent
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 Parent  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 the signing of such supplemental  indenture by such corporation or person
as conclusive  evidence of the  correctness  of any such  provisions.  The above
provisions  of  this  Section  11.6  shall  similarly  apply  to any  successive
consolidation, merger, sale or similar event.

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

          In case:

          (a)  the  Guarantor  shall  authorize  the   distribution  to  all  or
     substantially  all holders of Parent  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 Guarantor  shall  authorize the granting to all holders of its
     Parent  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 Guarantor is a party
     and for which approval of any shareholders of the Guarantor is required, or
     of the sale or conveyance of all or  substantially  all of the  Guarantor's
     assets or property to another company; or

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

then the Guarantor  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 Parent
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 Parent Common
Shares shall be entitled to exchange their Parent 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 Guarantor, shall be
mailed by the Trustee, first-class postage prepaid, to each Holder of Securities
that are  convertible  into Parent Common Shares of the Guarantor at the address
of such Holder as it appears in the Register.

          SECTION 11.8 Covenant to Reserve  Parent Common Shares for Issuance on
Conversion  of  Securities.  The Guarantor  covenants  that it will at all times
reserve and keep  available,  in the case of  Securities  of any series that are
convertible  into Parent Common  Shares,  out of the aggregate of its authorized
but unissued  Parent  Common  Shares and its issued Parent 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 Parent 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 Parent 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 Guarantor shall from
time to time,  in  accordance  with the laws of The  Netherlands,  increase  the
authorized  amount of its Parent  Common  Shares if at any time the aggregate of
the  authorized  amount of its Parent Common Shares  remaining  unissued and its
issued shares of Parent 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 Guarantor covenants that all Parent 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 Guarantor will be duly credited.

          SECTION 11.9 Compliance with Governmental Requirements.  The Guarantor
covenants that if any Parent 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
Parent Common Shares may be issued upon  conversion,  the Guarantor 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 Parent Common
Shares Issued upon Conversion. The issuance of Parent 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
Parent Common  Shares,  such Parent Common Shares shall be issued in bearer form
and in the case of Holders  who elect to  receive  Parent  ADSs,  the Parent ADR
evidencing  such  Parent ADSs shall be issued in the  respective  names of or in
such names as may be directed by such Holders;  provided,  however, that neither
the  Issuer  nor the  Guarantor  shall be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
Parent ADR in a name other  than that of the Holder of the  Security  converted,
and none of the Issuer, the Conversion Agent, the Guarantor or the Parent Common
Share Depositary shall be required to issue or deliver such Parent ADR unless or
until the person or persons  requesting the issuance  thereof shall have paid to
the Issuer or the Guarantor, as the case may be, the amount of such tax or shall
have established to the satisfaction of the Issuer or the Guarantor, as the case
may be, 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 Parent 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 or the  Guarantor  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 or the Guarantor to comply with any of the covenants of the Issuer
or the Guarantor  contained in this Article Eleven. Each Conversion Agent (other
than the Issuer,  the  Guarantor or any affiliate  thereof)  shall have the same
protection under this Article Eleven as the Trustee.


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

          SECTION 12.1 Securities Subordinate to Issuer 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 Issuer
Senior  Indebtedness  of the Issuer  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 of the Issuer, whether voluntary or involuntary,
or in bankruptcy, insolvency, reorganization, receivership or similar proceeding
relating to the Issuer, all principal,  premium,  if any, and interest,  if any,
due  upon all  Issuer  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
dissolution and liquidation of the Issuer, whether voluntary or involuntary,  or
in bankruptcy,  insolvency,  reorganization,  receivership or similar proceeding
relating to the Issuer,  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 Custodian or 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 Issuer  Senior  Indebtedness
(pro rata to such  holders  on the  basis of the  respective  amounts  of Issuer
Senior  Indebtedness  held by such  holders)  or their  Representatives,  to the
extent necessary to pay all such Issuer 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 Issuer 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 Issuer
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,  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  Issuer  Senior
Indebtedness remaining unpaid until all such Issuer 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 Issuer Senior Indebtedness.

          (c) The  consolidation of the Issuer with, or the merger of the Issuer
with or into,  another  entity 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  entity 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 entity 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
Insolvency.  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  Issuer  Senior
Indebtedness.  (a)  Subject  to  the  payment  in  full  of  all  Issuer  Senior
Indebtedness,  in cash or cash equivalents,  the Holders of the Securities shall
be subrogated to the rights of the holders of such Issuer Senior Indebtedness to
receive payments and distributions of cash,  property and securities  applicable
to the Issuer 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 Issuer 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 Issuer Senior  Indebtedness  by Holders or the Trustee,
shall,  as among the Issuer,  its creditors  other than holders of Issuer Senior
Indebtedness,  and the Holders, be deemed to be a payment or distribution by the
Issuer to or on account of the Issuer 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 Issuer Senior  Indebtedness,  then, and in
such case,  the Holders  shall be  entitled to receive  from the holders of such
Issuer  Senior  Indebtedness  any  payments  or  distributions  received by such
holders of Issuer Senior  Indebtedness  in excess of the amount required to make
payment in full of amounts payable under such Issuer 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  Issuer  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 Issuer 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 Issuer 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 Issuer  Senior  Indebtedness  (1) in any  liquidation  of the Issuer,
whether  voluntary or involuntary,  or bankruptcy,  insolvency,  reorganization,
receivership,  or similar  proceeding  relating  to the Issuer 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  Issuer  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 Issuer  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 Issuer 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, Issuer Senior  Indebtedness or any instrument  evidencing the
same or any agreement under which Issuer Senior Indebtedness is outstanding; (b)
sell, exchange,  release or otherwise deal with any property pledged,  mortgaged
or otherwise securing Issuer Senior Indebtedness;  (c) release any person liable
in any manner for the payment or collection of Issuer 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,   reorganization,   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 Issuer 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 Issuer 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 Issuer  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 Issuer 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  Custodian,  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 Issuer  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  Issuer  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 Issuer Senior  Indebtedness which may at any time be held by
it, to the same extent as any other holder of Issuer  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 Issuer  Subordinated  Indebtedness.
The Indebtedness represented by the Securities will be senior and prior in right
of  payment to all Issuer  Subordinated  Indebtedness,  to the extent and in the
manner provided in such Issuer Subordinated Indebtedness.

          SECTION 12.14 Certain  Issuances Deemed Payment.  For purposes of this
Article Twelve only,  (a) the issuance and delivery of (1) junior  securities in
respect of any Security of any series or (2) Parent Shares upon  conversion of a
Security of any series 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 such  Security or on account of the purchase or
other acquisition of such Security, and (b) the payment, issuance or delivery of
cash,  property or  securities  (other than junior  securities)  in respect of a
Security  of any  series  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 Issuer  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,  the
Guarantor,  the  creditors of either of them other than holders of Issuer 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 Issuer  Senior
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary  duty to the
holders  of  Issuer  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 Issuer  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 Issuer Senior  Indebtedness shall be read into this Indenture against
the Trustee.


                                ARTICLE THIRTEEN

                             GUARANTY OF SECURITIES

          SECTION  13.1  Guaranty.  (a) The  Guarantor  hereby  irrevocably  and
unconditionally  guarantees on a subordinated  basis as hereinafter  provided to
each  Holder of a Security  of any series  authenticated  and  delivered  by the
Trustee,  and to the Trustee,  the due and punctual payment of the principal of,
premium,  if any, and interest,  if any, on such Security,  when and as the same
shall become due and payable, subject to any applicable grace period, whether on
the date of maturity, by acceleration or upon redemption pursuant to Article Ten
or  otherwise,  according to the terms of such Security and this  Indenture.  In
addition, the Guarantor irrevocably and unconditionally guarantees to the Holder
of any Security of any series authenticated and delivered by the Trustee that is
convertible  into Parent  Shares,  and to the Trustee,  the  conversion  of such
Security in  accordance  with the terms of Article  Eleven when such Security is
presented for conversion in accordance with Article Eleven.

          (b) If with  respect  to  Securities  of any  series  it is  specified
pursuant to Section 2.6 that this Section  13.1(b)  shall apply to Securities of
such series and, as a result,  that Section 10.7 shall apply  thereto,  then all
payments by the  Guarantor  under the Guaranty in respect of  Securities of such
series including, without limitation,  payments of principal,  interest, if any,
and premium,  if any,  shall be made by the  Guarantor  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 Guarantor  shall pay such  additional
amounts ("Additional Amounts") as may be necessary in order that the net amounts
receivable  by each  Holder of a  Security  of such  series  after any  payment,
withholding  or  deduction  in respect of such Taxes shall equal the  respective
amounts of principal,  interest,  if any, and premium,  if any, which would have
been  receivable  in respect of the  Securities  in the absence of such payment,
withholding or deduction; except that no such Additional Amounts will be payable
with respect to any payment under the Guaranty to, or to a third party on behalf
of, a Holder for or on account of any such Taxes whatever that have been imposed
by  reason of (i) the  Holder  being a  resident  or  deemed a  resident  of The
Netherlands (including, but not limited to, a Holder carrying on business in The
Netherlands through a permanent establishment or permanent representative in The
Netherlands)  other than the mere  holding of such  Security  or the  receipt of
principal,  interest,  if any, or premium, if any, in respect thereof;  (ii) the
presentation  by the Holder of a Security  of such  series for payment on a date
more than thirty (30) days after the date on which such  payment  became due and
payable or the date on which payment  thereof is duly  provided  for,  whichever
occurs later; (iii) any estate,  inheritance,  gift, sales, transfer or personal
property tax or any similar tax,  assessment or  governmental  charge;  (iv) any
tax,  assessment or other governmental charge which is payable otherwise than by
withholding from payments on or in respect of any Security of any series; or (v)
any combination of items (i), (ii),  (iii) or (iv).  Furthermore,  no Additional
Amounts  shall be paid with  respect to any payment on a Security of such series
to a Holder that is a fiduciary or partnership or other than the sole beneficial
owner of such payment to the extent that a  beneficiary  or settlor with respect
to such fiduciary or a member of such  partnership or beneficial owner would not
have been  entitled to receive  the  Additional  Amounts  had such  beneficiary,
settlor,  member or  beneficial  owner been the Holder of the  Security  of such
series.

          Whenever in this  Indenture or the  Securities  of any series to which
this Section  13.1(b) is  applicable  there is a reference,  in any context,  to
payment under the Guaranty,  such payment shall be deemed to include the payment
of Additional  Amounts  provided for in this Section to the extent that, in such
context,  Additional  Amounts  are,  were or would be payable in respect of such
payment  pursuant to the  provisions of such Section and express  mention of the
payment of Additional Amounts (if applicable) in any provision hereof or thereof
shall not be  construed  as  excluding  Additional  Amounts in those  provisions
hereof where such express mention is not made.

          Except as  specifically  provided in this Section  13.1(b) and Section
10.7 with  respect  to  Securities  of any  series to which  such  sections  are
applicable,  the Guarantor will not be required to make any payment with respect
to any tax,  assessment or  governmental  charge  imposed by any government or a
political subdivision or taxing authority thereof or therein.

          (c) The Guarantor  hereby agrees that its obligations  hereunder shall
be as principal  obligor and not merely as surety,  and shall be  unconditional,
irrevocable  and  absolute,   irrespective   of  the  validity,   regularity  or
enforceability of the Securities of any series or this Indenture, the absence of
any  action to  enforce  the same,  any  waiver or  consent by any Holder of the
Securities of any series with respect to any provisions  hereof or thereof,  the
recovery of any judgment  against the Issuer,  any action to enforce the same or
any other  circumstance  which might  otherwise  constitute a legal or equitable
discharge or defense of a guarantor.

          (d) The Guarantor  hereby  waives  diligence,  presentment,  demand of
payment,  filing of claims with a court in the event of insolvency or bankruptcy
of the  Issuer,  any right to require a  proceeding  first  against  the Issuer,
protest,  notice with respect to the Security on which this Guaranty is endorsed
or the indebtedness  evidenced thereby, and all demands whatsoever and covenants
that the  Guaranty  not be  discharged  except by  complete  performance  of the
obligations of the Guarantor contained in the Securities and this Indenture.  If
any  Securityholder  or the  Trustee is required  by any court or  otherwise  to
return to the Issuer,  the  Guarantor,  any Custodian or other similar  official
acting in relation to the Issuer or the Guarantor, any amount paid by the Issuer
or the  Guarantor  to the Trustee or such  Securityholder,  the  Guaranty to the
extent theretofore discharged, shall be reinstated in full force and effect. The
Guarantor agrees that as between the Guarantor and the Holders of the Securities
or the  Trustee,  any payment  made on the  Securities  or to the Trustee by the
Issuer or out of its assets which,  pursuant to Article  Twelve,  is required to
paid over to the Holders of the Issuer Senior Indebtedness, shall not constitute
a payment on the  Securities or to the Trustee but,  instead,  should be treated
for all purposes of this Article as though such payment had not been made by the
Issuer or out of its assets.

          (e)  The  Guarantor  agrees  to pay any and  all  costs  and  expenses
(including  reasonable  attorneys' fees and expenses) incurred by the Trustee or
any Holders in enforcing any rights under the Guaranty.

          (f) The  Guarantor  hereby  waives,  in favor of the  Holders  and the
Trustee,  any  and  all of its  rights,  protections,  privileges  and  defenses
provided by any  applicable  law to a guarantor  and waives any right of set-off
which the  Guarantor may have against the Holder of a Security in respect of any
amounts  which are or may become  payable  by the  Holder of a  Security  to the
Issuer.

          SECTION  13.2  Representation  and  Warranty.   The  Guarantor  hereby
represents and warrants that all acts, conditions and things required to be done
and performed and to have happened precedent to the creation and issuance of the
Guaranty and the Indemnity,  and to constitute the same legal, valid and binding
obligations  of the Guarantor  enforceable in accordance  with their  respective
terms,  have been done and performed  and have  happened in compliance  with all
applicable laws.

          SECTION 13.3  Subrogation.  The  Guarantor  will be  subrogated to all
rights of Holders of  Securities of any series on which the Guaranty is endorsed
against  the Issuer in respect of any amount paid by the  Guarantor  pursuant to
the Guaranty with respect to Securities of such series; provided,  however, that
the  Guarantor  shall not,  without  the  consent  of the  Holders of all of the
Securities  of such series,  be entitled to enforce,  or to receive any payments
arising out of or based upon,  such right of subrogation  until the principal of
and premium,  if any, and  interest,  if any, on all of the  Securities  of such
series shall be paid in full or payment  thereof shall have been provided for in
accordance with this Indenture.

          SECTION 13.4 Guaranty  Subordinate to Guarantor  Senior  Indebtedness.
The  Guaranty  shall,  to the extent and in the manner set forth in this Article
Thirteen,  be  subordinated  in right of payment to the prior payment in full of
all Guarantor  Senior  Indebtedness  whether  outstanding  on the date hereof or
hereafter created, incurred, assumed or guaranteed.

          SECTION 13.5 Payment Over of Proceeds Upon Dissolution,  etc. (a) Upon
any dissolution  and  liquidation  (ontbinding en vereffening) of the Guarantor,
whether voluntary or involuntary, or in bankruptcy (faillissement),  insolvency,
moratorium, receivership or suspension of payments (surseance van betaling), all
principal,  premium, if any, and interest, if any, due upon all Guarantor 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 Guarantor
pursuant  to the  Guaranty.  Before any payment may be made by, or on behalf of,
the Guarantor  pursuant to the Guaranty upon any  liquidation  of the Guarantor,
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 Guarantor
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  Thirteen,  shall be made by the Guarantor or by
any administrator,  bewindvoerder,  receiver, liquidator, curator, sequestrator,
trustee,  other similar  officer of the Guarantor 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 Guarantor Senior  Indebtedness  (pro rata
to such  holders  on the basis of the  respective  amounts of  Guarantor  Senior
Indebtedness  held by such  holders)  or their  Representatives,  to the  extent
necessary to pay all such Guarantor 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 Guarantor 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  Guarantor  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
Guarantor 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 Guarantor or other person
making payment or distribution of assets of the Guarantor for application to the
payment of all Guarantor  Senior  Indebtedness  remaining  unpaid until all such
Guarantor  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 Guarantor Senior Indebtedness.

          (c) The  consolidation  of the  Guarantor  with,  or the merger of the
Guarantor  with or into,  another  entity or the  liquidation  of the  Guarantor
following the sale, conveyance,  transfer,  lease or other disposition of all or
substantially  all of its property  and assets to another  entity upon the terms
and conditions  provided in Article Eight shall not be deemed a liquidation  for
the purposes of this Section 13.5 if such other entity shall,  as a part of such
consolidation,  merger, sale, conveyance,  transfer, lease or other disposition,
comply with the conditions stated in Article Eight.

          SECTION  13.6  Payment  Permitted  if No  Dissolution,  Bankruptcy  or
Moratorium.  Nothing  contained  in this  Article  Thirteen or elsewhere in this
Indenture shall prevent (i) the Guarantor, except under the conditions described
in  Section  13.4  of this  Indenture,  from  making  payments  pursuant  to the
Guarantor,  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,  pursuant to the Guarantor 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 Thirteen.

          SECTION  13.7  Subrogation  to Rights of Holders of  Guarantor  Senior
Indebtedness.  (a)  Subject  to the  payment  in  full of all  Guarantor  Senior
Indebtedness,  in cash or cash equivalents,  the Holders of the Securities shall
be subrogated to the rights of the holders of such Guarantor Senior Indebtedness
to  receive  payments  and  distributions  of  cash,   property  and  securities
applicable  to the  Guarantor  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
Guarantor 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 Thirteen,  and no payments pursuant to the provisions
of this Article  Thirteen to the holders of  Guarantor  Senior  Indebtedness  by
Holders or the Trustee, shall, as among the Guarantor,  its creditors other than
holders of Guarantor  Senior  Indebtedness,  and the Holders,  be deemed to be a
payment or  distribution  by the  Guarantor  to or on  account of the  Guarantor
Senior Indebtedness.

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

          SECTION  13.8  Provisions  Solely  to  Define  Relative  Rights.   The
provisions of this Article  Thirteen 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  Guarantor  Senior  Indebtedness  on the other hand.  Nothing
contained  in this Article  Thirteen or  elsewhere  in this  Indenture or in the
Securities  is  intended  to or shall (a) impair,  as among the  Guarantor,  its
creditors other than holders of Guarantor Senior Indebtedness and the Holders of
the Securities of each series issued hereunder, the obligation of the Guarantor,
which is absolute and unconditional, to pay the Holders pursuant to the Guaranty
with respect to the Securities of such series; or (b) affect the relative rights
against the  Guarantor  of the Holders of the  Securities  and  creditors of the
Guarantor  other  than the  holders of  Guarantor  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  Thirteen of the holders of Guarantor
Senior  Indebtedness (1) in any liquidation of the Guarantor,  whether voluntary
or  involuntary,  or  bankruptcy,   (faillissement)  insolvency,  moratorium  of
payments  (surseance van betaling),  receivership or suspension of payments,  as
referred to in Section 13.4, 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 13.6,
to prevent any payment prohibited by such Section.

          SECTION 13.9  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 Thirteen.

          SECTION 13.10 No Waiver of Subordination  Provisions.  No right of any
present or future holder of any Guarantor  Senior  Indebtedness  or any agent or
Representative  therefor to enforce  subordination  as provided in this  Article
Thirteen  shall at any time in any way be  prejudiced  or impaired by any act or
failure to act on the part of the  Guarantor 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 Guarantor 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 Guarantor 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
Thirteen or the  obligations  hereunder of the Holders of the  Securities to the
holders of Guarantor 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,  Guarantor  Senior  Indebtedness  or  any  instrument
evidencing the same or any agreement under which Guarantor  Senior  Indebtedness
is outstanding;  (b) sell, exchange, release or otherwise deal with any property
pledged,  mortgaged or otherwise  securing  Guarantor Senior  Indebtedness;  (c)
release  any  person  liable in any  manner for the  payment  or  collection  of
Guarantor Senior  Indebtedness;  and (d) exercise or refrain from exercising any
rights or remedies against the Guarantor and any other person.

          SECTION  13.11  Notice to  Trustee.  The  Guarantor  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  Thirteen  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 Guaranty,  unless and until a Responsible  Officer of the Trustee
shall have  received  written  notice  thereof  from the  Representative  of the
holders of such Guarantor 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  pursuant  to the  Guaranty  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  Guarantor
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 Guarantor  Senior  Indebtedness to participate in any payment or distribution
pursuant to this  Article  Thirteen,  the  Trustee may request  that such person
furnish  evidence  to the  satisfaction  of the  Trustee  as to  the  amount  of
Guarantor  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 Thirteen, 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 13.12 Reliance on Judicial Order or Certificate of Liquidating
Agent.  Upon any payment or distribution of assets of the Guarantor  referred to
in this Article Thirteen, 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  13.4  are  pending,  or a
certificate of the administrator,  bewindvoerder, receiver, liquidator, curator,
sequestrator,  trustee,  other similar  officer of the Guarantor 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 Guarantor  Senior
Indebtedness  and other  indebtedness  of the  Guarantor,  the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Thirteen.

          SECTION  13.13  Rights  of  Trustee  as a Holder of  Guarantor  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  Thirteen
with respect to any Guarantor Senior  Indebtedness which may at any time be held
by it, to the same extent as any other holder of Guarantor 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 13.14 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  pursuant  to the  Guaranty by reason of any  provision  of this
Article  Thirteen will not be construed as suspending  the rights of the Holders
to accelerate the maturity of the Securities pursuant to Article Four.

          SECTION   13.15   Securities   Senior   to   Guarantor    Subordinated
Indebtedness.  The  obligations  under the Guaranty  will be senior and prior in
right of payment to all Guarantor Subordinated  Indebtedness,  to the extent and
in the manner provided in such Guarantor Subordinated Indebtedness.

          SECTION  13.16 Certain  Conversions  Deemed  Payment.  For purposes of
Section 13.4 only, (1) the issuance and delivery of junior securities in respect
of any Security of any series or upon  conversion of such Security in accordance
with Article Eleven shall not be deemed to constitute a payment or  distribution
pursuant to the Guaranty 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) in respect of a Security
shall be deemed to  constitute  payment  pursuant to the  Guaranty 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 Guarantor and (b) securities of
the Guarantor which are subordinated in right of payment to all Guarantor 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 Guaranty is so  subordinated  as provided in this  Article  Thirteen.
Nothing  contained in this Article Thirteen or elsewhere in this Indenture or in
the  Securities  or the  Guaranty is intended to or shall  impair,  as among the
Guarantor, its creditors other than holders of Guarantor 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 13.17  Trustee Not  Fiduciary for Holders of Guarantor  Senior
Indebtedness.  The Trustee shall not be deemed to owe any fiduciary  duty to the
holders of  Guarantor  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  Guarantor  or to any other  person  cash,
property or  securities  to which any holders of Guarantor  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  Thirteen  and no implied  covenants or
obligations  with respect to holders of Guarantor Senior  Indebtedness  shall be
read into this Indenture against the Trustee.


                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

          SECTION 14.1 Incorporators, Shareholders, Officers, Directors, Members
of the Executive Board and Supervisory  Board 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 or director of the Issuer,  shareholder,
officer,  member or deputy  member of the Executive  Board,  or member or deputy
member of the supervisory board of the Guarantor,  as such, or of any successor,
either directly or through the Issuer, the Guarantor 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 14.2  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 14.3  Successors and Assigns of Issuer and Guarantor  Bound by
Indenture.  All the  covenants,  stipulations,  promises and  agreements in this
Indenture  contained  by the Issuer and the  Guarantor  shall bind each of their
successors and assigns, whether or not so expressed.

          SECTION  14.4  Notices and Demands on Issuer,  Guarantor,  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 Ahold Finance U.S.A., Inc.,
One  Atlanta  Plaza,  950 East Paces Ferry Road,  Suite 2575,  Atlanta,  Georgia
30326, U.S.A., Attention: Chief Financial Officer. 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  Guarantor  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  Guarantor is furnished by the  Guarantor to the
Trustee) to, Albert  Heijnweg 1, 1507 EH Zaandam,  The  Netherlands,  Attention:
Treasurer. Any notice, direction, request or demand by the Issuer, the Guarantor
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,  the
Guarantor or  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  14.5   Officers'   Certificates   and  Opinions  of  Counsel;
Statements to Be Contained Therein. Upon any application or demand by the Issuer
or the  Guarantor to the Trustee to take any action under any of the  provisions
of this  Indenture,  the  Issuer  or the  Guarantor,  as the case may be,  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 or
the  Guarantor  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 or the Guarantor,  upon the  certificate,  statement or
opinion of or  representations  by an officer or  officers  of the Issuer or the
Guarantor, 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
the  Guarantor 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 or the  Guarantor,  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 14.6 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 or the  Guarantor
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 or the Guarantor, as the case may be.

          SECTION 14.7  Payments Due on Saturdays,  Sundays and Legal  Holidays.
Except as may be provided  pursuant to Section 2.6 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 14.8 NEW YORK LAW TO GOVERN.  THIS  INDENTURE,  INCLUDING  THE
GUARANTY, AND EACH SECURITY AND THE ENDORSEMENT OF THE GUARANTY THEREON 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 GUARANTY  WHICH SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
LAWS OF THE NETHERLANDS.

          SECTION  14.9  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  14.10  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  14.11  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 14.12 Submission to  Jurisdiction.  Each of the Issuer and the
Guarantor (a) agrees that any legal suit, action or proceeding arising out of or
based upon this  Indenture,  the Securities or the Guaranty 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  Guarantor  hereby  designates  Ahold  U.S.A.,  Inc.,  as  its
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 One
Atlanta Plaza,  950 East Paces Ferry Road, Suite 2575,  Atlanta,  Georgia 30326,
U.S.A.,  Attention:  Chief Executive Officer, and written notice of said service
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 Guarantor in any such suit, action or proceeding and
shall be taken and held to be valid personal service upon the Guarantor  whether
or not the  Guarantor  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 this Indenture shall
have been satisfied and discharged in accordance with Article Nine.

          SECTION 14.13 Severability. In case any provision in this Indenture or
in the  Securities or the Guaranty 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 [ ].


                                    AHOLD FINANCE U.S.A., INC.


                                    By
                                      ------------------------------------
                                      Name:
                                      Title:


                                     KONINKLIJKE AHOLD N.V.



                                     By
                                       ------------------------------------
                                       Name:
                                       Title:


                                     THE BANK OF NEW YORK
                                       as Trustee


                                     By
                                       ------------------------------------
                                       Name:
                                       Title: