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                                        1
                                                                   Exhibit 10.55

                                Pledge of Shares

         On this the ninth day of April two thousand three, appeared before me,
         Bart Theodoor Derogee, civil-law notary in Rotterdam:

         A.   Remco Nicolaas van der Veer, employed at the offices of me,
              civil-law notary, located at 3014 DA Rotterdam, Weena 750, born at
              `s-Hertogenbosch on the thirtieth day of July nineteen hundred and
              seventy-one, acting for the purpose hereof as attorney - duly
              authorised in writing - of:

              1.   Resolution Performance Products LLC, a limited liability
                   company organised and existing under the laws of the State of
                   Delaware, United States of America, having its registered
                   office at CSC, 2711 Centerville Road, Suite 400, Wilmington,
                   Delaware DE 19808, United States of America, hereinafter
                   referred to as "RPP USA";

              2.   RPP Capital Corporation, a corporation organised and existing
                   under the laws of Delaware, having its registered office at
                   CSC, 2711 Centerville Road, Suite 400, Wilmington, Delaware
                   DE 19808, United States of America, hereinafter referred to
                   as "US Finance Corp";

              3.   Resolution Holdings B.V., a private limited liability company
                   organised and existing under the laws of the Netherlands,
                   having its corporate seat at `s-Gravenhage and its registered
                   office at Vondelingenweg 601, 3196 KK Vondelingenplaat
                   (Rotterdam), trade register number 27182096, hereinafter
                   referred to as the "Company";

              the entity sub 1 hereinafter also referred to as the "Pledgor";
              the entities sub 1 and sub 2 hereinafter together also referred as
              the "US Borrowers";

         B.   Elise Martine van Oirschot, employed at the offices of me,
              civil-law notary, located at 3014 DA Rotterdam, Weena 750, born at
              Rijssen, on the fourteenth day of September nineteen hundred and
              seventy-seven, acting for the purpose hereof as attorney - duly
              authorised in writing - of

              4.   Morgan Stanley & Co., Incorporated, a company organised and
                   existing under the laws of the State of Delaware, United
                   States of America, having its corporate seat at New York,
                   United States of America, (address: 1585 Broadway, NY 10036,
                   New York, United States of America), which in its turn is
                   acting for the purposes hereof in its capacity as Collateral
                   Agent as defined in the Amended and Restated US Security
                   Agreement as hereinafter defined, hereinafter referred to as
                   the "Collateral Agent", hereinafter also referred to as the
                   "Pledgee"; and

              5.   Deutsche Bank Trust Company Americas, a New York Banking
                   Corporation under the laws of New York, having its registered

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                                        2

                          office at New York, United States, (address: 280 Park
                          Avenue, NY 10017, New York), which in its turn is
                          acting for the purposes hereof in its capacity as
                          Senior Secured Notes Trustee as defined in the Amended
                          and Restated US Security Agreement as hereinafter
                          defined, hereinafter referred to as the "Senior
                          Secured Notes Trustee";

              The persons appearing, acting in their capacities referred to
              above, declared as follows:

              -    the US Borrowers and the Senior Secured Notes Trustee have
                   entered into an Indenture dated as of the ninth day of April
                   two thousand three, providing for the issuance of the nine
                   and a half per cent (9 1/2%) Senior Second Secured Notes due
                   two thousand ten by the US Borrowers (the "Senior Secured
                   Note Indenture");

              -    pursuant to the Fourth Amendment to the Credit Agreement
                   dated as of the first day of April two thousand three, the
                   Lender Creditors have authorized the Collateral Agent, inter
                   alia, to accept security for the obligations of the US
                   Borrowers in respect of the Senior Secured Note Documents;

              -    RPP USA is holder of four-hundred (400) ordinary shares, with
                   a par value of one thousand Netherlands Guilders (NLG
                   1,000.--) each, numbered 1 up to and including 400 in the
                   share capital of the Company, hereinafter referred to as the
                   "Total Shares";

              -    RPP USA, Resolution Holdings B.V., Resolution Europe B.V.
                   (formerly known as Resolution Nederland B.V.), Resolution
                   Research Nederland B.V., Morgan Stanley & Co., Incorporated,
                   Citigroup Global Markets Inc. (formerly known as Salomon
                   Smith Barney Inc.), JPMorgan Chase Bank (formerly known as
                   Morgan Guaranty Trust Company of New York), Morgan Stanley
                   Senior Funding, Inc. and Citicorp USA, Inc. have entered into
                   a deed of pledge on the fourteenth day of November two
                   thousand ("First Deed of Pledge") with respect to sixty-five
                   per cent (65%) of the Total Shares, being two hundred and
                   sixty (260) shares, the shares numbered 1 up to and including
                   260, (the "Present Shares") and sixty-five per cent (65%) of
                   any shares in the capital of the Company acquired by RPP USA
                   after the fourteenth day of November two thousand, having the
                   lowest serial numbers of these acquired shares (the "Future
                   Shares"); the Present Shares and the Future Shares are
                   hereinafter collectively referred to as the "Shares";

              -    the parties to the Senior Secured Note Indenture have agreed
                   that a second priority security interest on the Present
                   Shares and the Future Shares is to be granted to the
                   Collateral Agent as security for the obligations under the
                   Senior Secured Note Indenture and the Senior Secured Notes;

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                                        3

              -    the Articles of Association of the Company do not explicitly
                   permit a transfer of voting rights to the Pledgee of shares
                   in its capital, but pursuant to article 2:198 Netherlands
                   Civil Code (hereinafter "NCC") transfer of voting rights is
                   possible if so provided on the establishment of the pledge
                   and if the establishment of the pledge is approved by the
                   general meeting of shareholders;

              -    it has been agreed that the Pledgee shall be entitled to the
                   voting rights on the Shares, subject to the provisions set
                   out in Article 7 of this Deed;

              -    the Pledgor as sole shareholder of the Company has resolved
                   to give the legally required approval for the vesting of this
                   pledge, including the fact that the Pledgee shall be entitled
                   to the voting rights, subject to the provisions set out in
                   Article 7 of this Deed.

              ACQUISITION OF THE PRESENT SHARES BY PLEDGORS

              The Present Shares were transferred to RPP USA pursuant to a
              purchase agreement by a deed of transfer executed before R.J.C.
              van Helden, civil-law notary practising at Amsterdam, on the
              fourteenth day of November two-thousand. The transfer was
              acknowledged by the Company on the same day as is evidenced by the
              First Deed of Pledge.

              The US Borrowers, the Company, the Pledgee and the Senior Secured
              Notes Trustee have agreed the following terms and conditions:

              Article 1
              Definitions

              (a)  Reference to singular terms shall include the plural and vice
                   versa.

              (b)  Capitalized terms used herein and defined in the Amended and
                   Restated US Security Agreement, dated as of the fourteenth
                   day of November two thousand and amended and restated as of
                   ninth day of April two thousand three, among Morgan Stanley &
                   Co., Incorporated, RPP USA, US Finance Corp, and Resolution
                   Performance Products Inc. ("RPP Inc.") and various
                   subsidiaries of RPP Inc. (as so amended and restated and as
                   the same may be further modified, supplemented or amended
                   from time to time, the "US Security Agreement") shall be used
                   herein as therein defined.

              (c)  The following capitalized terms used herein shall have the
                   definitions specified below:

                   "Collateral Agent" has the meaning provided in the recitals
                   hereto

                   "Deed" means this Pledge of shares, dated the ninth day of
                   April two thousand three

                   "Event of Default" has the meaning provided in the Senior
                   Secured Note Indenture

                   "First Deed of Pledge" has the meaning provided in the
                   recitals hereto

                   "Future Shares" has the meaning provided in the recitals
                   hereto

                   "NCC" means the Netherlands Civil Code (in Dutch: "Burgerlijk

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                                        4

              Wetboek")

              "Obligations" means for each US Borrower the full and prompt
              payment when due (whether at the stated maturity, by acceleration
              or otherwise) of all obligations, liabilities and indebtedness
              (including, without limitation, indemnities, fees and interest
              thereon (including, without limitation, all interest that accrues
              after the commencement of any case, proceeding or other action
              relating to the bankruptcy, insolvency, reorganization or similar
              proceeding of any US Borrower at the rate provided for in the
              respective documentation, whether or not a claim for post-petition
              interest is allowed in any such proceeding)) of such US Borrower
              owing to the Second Lien Creditors, whether now existing or
              hereafter incurred under, arising out of, or in connection with
              the Senior Secured Notes and the Senior Secured Note Indenture to
              which such US Borrower is a party and the due performance and
              compliance by such US Borrower with all of the terms, conditions
              and agreements contained in the Senior Secured Notes and in the
              Senior Secured Note Indenture, in each case other than the
              Parallel Obligation and any other obligation pursuant to this Deed

              "Parallel Obligation" has the meaning provided in Article 5 hereof

              "Pledgee" has the meaning provided in the first paragraph hereof

              "Pledgor" has the meaning provided in the first paragraph hereof

              "Present Shares" has the meaning provided in the recitals hereof

              "Secured Obligations" means, collectively, the Obligations, the
              Parallel Obligation and the payment obligations under this Deed in
              respect of any costs relating to the foreclosure (in Dutch:
              "kosten van executie") of this Deed, each to the extent such
              obligations consist of a monetary payment obligation (in Dutch:
              "vordering tot voldoening van een geldsom")

              "Securities" has the meaning provided in the US Pledge Agreement

              "Senior Secured Notes" has the meaning provided in the Senior
              Secured Note Indenture

              "Senior Secured Note Indenture" has the meaning provided in the
              recitals hereof

              "Senior Secured Notes Trustee" has the meaning provided in the
              first paragraph hereof

              "Shares" has the meaning provided in the recitals hereof

              "Total Shares" has the meaning provided in the recitals hereof

              "US Borrowers" has the meaning provided in the first paragraph
              hereof

              "US Security Agreement" has the meaning set forth in Article 1(b)
              hereof

              "US Pledge Agreement" shall mean the Amended and Restated US
              Pledge Agreement dated as of the ninth day of April two thousand
              three, between RPP USA, US Finance Corp., RPP Inc, various
              subsidiaries of RPP Inc., and Morgan Stanley & Co., Incorporated

          Article 2

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                                        5

              Agreement to Pledge
              In order to secure the performance and prompt payment in full of
              all Secured Obligations, the Pledgor and the Pledgee hereby agree
              to create a right of pledge (in Dutch: "pandrecht") on the Shares
              in favour of the Pledgee, such right of pledge to be ranked second
              (in Dutch "tweede in rang") to the First Deed of Pledge.

              Article 3
              Creation of Pledge on Shares

              In order to secure the performance and prompt payment in full of
              all Secured Obligations, in accordance with Article 2 hereof, the
              Pledgor hereby grants a right of pledge on the Present Shares and
              grants in advance (in Dutch: "bij voorbaat") a right of pledge on
              the Future Shares, such right of pledge to be ranked second to the
              First Deed of Pledge, which right of pledge is hereby accepted by
              the Pledgee. Upon acquisition of Future Shares, the Pledgor and
              the Company shall, each at their own expense, execute such
              agreements, deeds, confirmations and notices, give such assurances
              and do all such acts and things as the Pledgee may reasonably
              require to create or perfect the security interest of the Pledgee
              in respect of the Future Shares and any rights related thereto.

              Article 4
              Further assurances

              The Pledgor shall, if and when reasonably required by the
              Collateral Agent, execute such further liens and assurances in
              favour of the Collateral Agent for the benefit of the Second Lien
              Creditors and do all such acts and things as the Collateral Agent
              shall from time to time reasonably require over or in relation to
              all or any of the Shares to secure the payment of the Secured
              Obligations or to perfect or protect the security of each of the
              Second Lien Creditors created or purported to be created hereby
              over the Shares or any part thereof or to facilitate the
              realisation of the same but so that the terms of such further
              Liens and assurances shall be no more onerous than the terms of
              this Deed.

              Article 5
              Parallel Obligation

              5.1  The US Borrowers hereby irrevocable and unconditionally
                   undertake to pay to the Collateral Agent an amount equal to
                   the aggregate amount payable (in Dutch: "verschuldigd") by
                   the US Borrowers to the Second Lien Creditors in respect of
                   the Obligations as they may exist from time to time. The
                   payment undertaking of the US Borrowers to the Collateral
                   Agent under this Article 5 is hereinafter to be referred to
                   as the "Parallel Obligation". The Parallel Obligation will be
                   payable in the currency of the relevant Obligations.

              5.2  The Parallel Obligation will become due and payable (in
                   Dutch: "opeisbaar") on or after the date and to the extent
                   one or more of the Obligations become due and payable.

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                                        6

              5.3  The US Borrowers, the Senior Secured Notes Trustee, also on
                   behalf of the other Second Lien Creditors and the Pledgee
                   hereby acknowledge that:

                   a.  the Parallel Obligation constitutes an undertaking,
                       obligation and liability of the US Borrowers to the
                       Collateral Agent which is separate and independent from,
                       and without prejudice to, the Obligations; and

                   b.  the Parallel Obligation represents the Collateral Agent's
                       own separate and independent claim (in Dutch: "eigen en
                       zelfstandige vordering") to receive payment of the
                       Parallel Obligation from the US Borrowers;

                   it being understood that the amount which may become payable
                   by the US Borrowers as Parallel Obligation shall never exceed
                   the total of the amounts which are payable under the
                   Obligations.

              5.4  For the avoidance of doubt, the US Borrowers, the Senior
                   Secured Notes Trustee, also on behalf of the other Second
                   Lien Creditors, and the Pledgee acknowledge that the claim of
                   the Collateral Agent against the US Borrowers in respect of
                   the Parallel Obligation and the claims of any one or more of
                   the Second Lien Creditors against the US Borrowers in respect
                   of the Obligations do not constitute common property and that
                   the provisions under the NCC relating to such common property
                   shall not apply. If, however, it shall be held that such
                   claim of the Collateral Agent and such claim of any one or
                   more of such Second Lien Creditors do constitute common
                   property and such provisions apply, the US Borrowers, the
                   Senior Secured Notes Trustee, also on behalf of the other
                   Second Lien Creditors, and the Pledgee agree that this Deed
                   shall constitute the administration agreement of such common
                   property. For the avoidance of doubt, the US Borrowers, the
                   Senior Secured Notes Trustee, also on behalf of the other
                   Second Lien Creditors, and the Pledgee acknowledge that this
                   Deed is not to be construed as an agreement which provides
                   that two or more creditors can demand payment of the same
                   claim such that payment to one creditor also satisfies
                   payment due to the other and that therefore the provisions
                   relating to common property under the NCC shall not apply by
                   analogy to the relation between the Collateral Agent and any
                   one or more of the Second Lien Creditors on the one hand and
                   the US Borrowers on the other hand.

              5.5  To the extent the Collateral Agent irrevocably (in Dutch:
                   "onaantastbaar") receives any amount in payment of the
                   Parallel Obligation, the Collateral Agent shall distribute
                   such amount among the Second Lien Creditors in accordance
                   with Section 9.4 of the US Security Agreement. The Senior
                   Secured Notes Trustee agrees, also on behalf of

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                                        7

                   the other Second Lien Creditors, that upon irrevocable (in
                   Dutch: "onaantastbaar") receipt by the Collateral Agent of
                   any amount in payment of the Parallel Obligation ("Received
                   Amount"), the Obligations of the US Borrowers to the Second
                   Lien Creditors shall be reduced by amounts totalling an
                   amount ("Deductable Amount") equal to the Received Amount in
                   the manner as if the Deductable Amount were received as a
                   payment of the Obligations on the date of receipt by the
                   Second Lien Creditors of the received amount.

              Article 6
              Representations and warranties and covenants of Pledgor

              (a) The Pledgor represents, warrants and covenants that:

                  (i)     it is the legal and beneficial owner of, and has legal
                          title to the Present Shares and the Present Shares
                          have not been encumbered by any limited right (in
                          Dutch "beperkt recht") other than (x) the liens and
                          security interests created by this Deed, and (y) the
                          liens and security interests created by the First Deed
                          of Pledge, nor has an attachment (in Dutch "beslag")
                          been levied on any of the Present Shares;

                  (ii)    it has full power, authority and legal right to pledge
                          all the Present Shares pledged by it pursuant to this
                          Deed by way of second priority right of pledge;

                  (iii)   no depositary receipts have been issued for the
                          Present Shares;

                  (iv)    the Total Shares represent the entire issued and
                          outstanding share capital of the Company;

                  (v)     this Deed has been duly authorized, executed and
                          delivered by the Pledgor and constitutes the legal,
                          valid and binding obligations of such Pledgor,
                          enforceable against the Pledgor in accordance with its
                          terms, except to the extent that the enforceability
                          thereof may be limited by applicable bankruptcy,
                          insolvency, reorganization, moratorium or other
                          similar laws generally affecting creditors' rights;

                  (vi)    except to the extent already obtained or made, no
                          consent of any other party (including, without
                          limitation, any stockholder, partner, member or
                          creditor of the Pledgor or any of its subsidiaries)
                          and no consent, license, permit, approval or
                          authorization of, exemption by, notice or report to,
                          or registration, filing or declaration with, any
                          governmental authority is required to be obtained by
                          the Pledgor in connection with (a) the execution,
                          delivery or performance of this Deed, (b) the validity
                          or enforceability of this Deed, (c) the perfection or
                          enforceability of the security interest in the Shares
                          as created pursuant to this Deed or (d) except for
                          compliance with or as may be required by

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                                        8

                          applicable securities laws, the exercise by the
                          Pledgee of any of their rights or remedies provided
                          herein;

                  (vii)   the execution, delivery and performance of this Deed
                          will not violate any provision of any applicable law
                          or regulation or of any order, judgment, writ, award
                          or decree of any court, arbitrator or governmental
                          authority, domestic or foreign, applicable to the
                          Pledgor, or of the articles of association of the
                          Pledgor or of any securities issued by the Pledgor or
                          any of its subsidiaries, or of any mortgage, deed of
                          trust, indenture, lease, loan agreement, credit
                          agreement or other material contract, agreement or
                          instrument or undertaking to which the Pledgor or any
                          of its subsidiaries is a party or which purports to be
                          binding upon the Pledgor or any of its subsidiaries or
                          upon any of their respective assets and will not
                          result in the creation or imposition of (or the
                          obligation to create or impose) any lien or
                          encumbrance on any of the assets of the Pledgor or any
                          of its subsidiaries except as contemplated by this
                          Deed;

                  (viii)  all of the Present Shares have been duly and validly
                          issued and acquired, are fully paid and subject to no
                          options to purchase or similar rights.

              (b) The Pledgor covenants and agrees that it will defend the
                  Pledgee's right, title and security interest in and to the
                  Shares and the proceeds thereof against the claims and demands
                  of all persons whomsoever; and the Pledgor covenants and
                  agrees that it will have like title to and right to pledge any
                  Future Shares hereunder and will likewise defend the right
                  thereto and security interest therein of the Pledgee.

              (c) The Pledgor and the Company covenant and agree that they will
                  not (without the prior written consent of the Collateral
                  Agent, which consent will not be unreasonably withheld)
                  co-operate to issue any depositary receipts in relation to the
                  Shares.

              (d) The Pledgor covenants and agrees that it will not (without the
                  prior written consent of the Collateral Agent, which consent
                  will not be unreasonably withheld) cause or permit to be
                  issued any new shares in the capital of the Company, other
                  than to the Pledgor.

              Article 7
              Voting rights

              7.1 The voting rights attached to the Shares and the rights to
                  give consents and waivers with respect to the Shares remain
                  with the Pledgor until an Event of Default has occurred and
                  the Pledgee has notified the Pledgor and the Company thereof
                  in writing, provided however that the right of pledge created
                  by the First Deed of Pledge has terminated. Upon receipt of
                  such notification by the Company and provided that the right
                  of pledge

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                                        9

                   created by the First Deed of Pledge has terminated, the
                   Pledgee, at the direction of the Required Secured Creditors,
                   shall be entitled to exercise the voting rights attached to
                   the Shares and shall be entitled to exercise all rights to
                   give consents and waivers with respect to the Shares, and the
                   Pledgor shall no longer be entitled to the voting rights or
                   to exercise such other rights. As long as the Pledgee does
                   not hold the voting rights with respect to the Shares, it
                   shall not have the rights of holders of depositary receipts.
                   It is understood that when the Pledgee will hold the voting
                   rights with respect to the Shares, the Pledgor shall have the
                   rights of holders of depositary receipts by operation of law.
                   To the extent possible under Netherlands law, the Pledgor
                   waives these rights of holders of depositary receipts in
                   advance and the Pledgee accept this waiver.

              7.2  As long as the Pledgor shall be entitled to exercise the
                   voting rights attached to the Shares, no vote shall be cast
                   or any consent, waiver or rectification given or any action
                   taken or omitted to be taken, which would violate or be
                   inconsistent with any of the terms of this Deed or any other
                   US Security Document, or which would have the effect of
                   impairing the value of the Shares or any part thereof in any
                   material respect or the position or interests of the Pledgee
                   in the Shares in any material respect.

              Article 8
              Immediate foreclosure

              8.1  If an Event of Default shall have occurred and be continuing,
                   and the right of pledge created by the First Deed of Pledge
                   has terminated, the Collateral Agent for the benefit of the
                   Second Lien Creditors shall be empowered without notice or
                   other demand, acting upon the instructions of the Required
                   Secured Creditors as provided for in Section 9 of the US
                   Pledge Agreement, to cause all or a part of the Shares to be
                   sold in accordance with the provisions of the Articles of
                   Association of the Company and the laws of the Netherlands,
                   provided that the Articles 3:234 and 3:249 and 3:252 NCC
                   shall not apply.

              8.2  The Pledgor hereby waives its right pursuant to Article 3:251
                   paragraph 1 NCC, which waiver is hereby accepted by the
                   Pledgee.

              8.3  The Collateral Agent is irrevocably authorised (without
                   obligation) by the Pledgor to, in the event of a sale as
                   referred to in paragraph 1 of this Article 8, offer the
                   Shares for sale in the manner prescribed by the Company's
                   Articles of Association or to seek the approval of the
                   corporate body designated under the Company's Articles of
                   Association as empowered to approve all proposed transfers of
                   shares, as the case may be, and to exercise any of the
                   Pledgor's rights in connection with the sale and transfer of
                   the Shares as provided in Article 2:198 paragraph 5 NCC.

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                                       10

                   To the extent permitted by applicable law, the Pledgor as
                   sole shareholder of the Company hereby waives its rights of
                   first refusal, if any, in relation to the sale of the Shares
                   referred to in this Article 8, which waiver is hereby
                   accepted by the Pledgee.

              8.4  If an Event of Default shall have occurred and be continuing
                   and provided that the right of pledge created by the First
                   Deed of Pledge has terminated, then, and in every such case,
                   the Pledgor and the Company shall render such assistance and
                   provide such information free of charge as the Collateral
                   Agent may reasonably deem necessary in connection with the
                   exercise by the Collateral Agent (acting at the direction of
                   the Required Secured Creditors) of its rights, powers or
                   remedies provided for in this Deed.

              8.5  To the extent permitted by applicable law, the Collateral
                   Agent (acting at the direction of the Required Secured
                   Creditors) shall apply the proceeds of the sold Shares in
                   accordance with the provisions of Section 9.4 of the US
                   Security Agreement.

              8.6  The Collateral Agent and the Second Lien Creditors shall not
                   be liable to the Pledgor for any damages caused by the sale
                   of the Shares pursuant to this Article 8.

              8.7  The Senior Secured Notes Trustee expressly acknowledges and
                   agrees that, pursuant to Section 9.1 of the US Security
                   Agreement, this Deed may be enforced only by the action of
                   the Pledgee, acting upon the instructions of the Required
                   Secured Creditors, and that the Senior Secured Notes Trustee
                   shall not have any right individually to seek to enforce or
                   to enforce this Deed or to realize upon the security granted
                   hereby.

              8.8  The Senior Secured Notes Trustee acknowledges and agrees that
                   the obligations of the Pledgee as holder of the second
                   priority right of pledge with respect to the Shares and with
                   respect to the disposition thereof, and otherwise under this
                   Deed, are only those expressly set forth in this Deed and as
                   provided in Annex N to the US Security Agreement.

              Article 9
              Subrogation claims

              (a)  Until such time as the Obligations (as defined in the US
                   Security Agreement) have been irrevocably paid in full and
                   the pledge created by the First Deed of Pledge has been
                   terminated, the Pledgor hereby waives (to the fullest extent
                   permitted by applicable law) all contractual, statutory or
                   common law rights of reimbursement, contribution or indemnity
                   from the US Borrowers which it may at any time otherwise have
                   as a result of this Deed.

              (b)  After the Obligations (as defined in the US Security
                   Agreement) have been irrevocably paid in full and the pledge
                   created by the First Deed of

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                                       11

                     Pledge has been terminated, the Pledgor whose Shares have
                     been sold hereunder (for which it has not been reimbursed)
                     shall be entitled to exercise its rights pursuant to it
                     being subrogated to the claims of the Second Lien Creditors
                     (with respect to the Obligations) against the US Borrowers.
                     Except as expressly provided in the immediately preceding
                     sentence, each Pledgor waives (to the fullest extent
                     permitted by applicable law) all rights of subrogation
                     which it may at any time otherwise have as a result of this
                     Deed (whether contractual, at law or otherwise) to the
                     claims of the Second Lien Creditors against the US
                     Borrowers. The Pledgor hereby further waives (to the
                     fullest extent permitted by applicable law) any right to
                     enforce any other remedy which the Second Lien Creditors
                     now have or may hereafter have against the US Borrowers or
                     any endorser of all or any part of the Obligations (as
                     defined in the US Security Agreement) and any benefit of,
                     and any right to participate in, any security or collateral
                     given to or for the benefit of the Second Lien Creditors to
                     secure payment of the Obligations.

              Article 10
              Currencies

              10.1   All moneys received or held by the Collateral Agent or any
                     one of them under this Deed on or after the date on which
                     an Event of Default has occurred in a currency other than a
                     currency in which the Secured Obligations are denominated
                     may from time to time be sold for the currency in which the
                     Secured Obligations are denominated as the Collateral Agent
                     reasonably considers necessary or desirable and the Pledgor
                     shall be liable to the Collateral Agent for the full cost
                     (including all costs, charges and expenses) properly
                     incurred in relation to such sale. The Collateral Agent and
                     the Second Lien Creditors shall not have any liability to
                     the Pledgor in respect of any loss resulting from any
                     fluctuation in exchange rates before or after any such
                     sale.

              10.2   No payment to the Collateral Agent or the Second Lien
                     Creditors (whether under any judgement or court order or
                     otherwise) shall discharge the obligation or liability of
                     the Pledgor in respect of which it was made unless and
                     until the Collateral Agent or the Second Lien Creditors
                     shall have received payment in full in the currency in
                     which such obligation or liability was incurred. To the
                     extent that the amount of any such payment shall on actual
                     conversion into such currency fall short of such obligation
                     or liability expressed in that currency, the Collateral
                     Agent or the Second Lien Creditors, as the case may be,
                     shall have a further separate cause of action against the
                     Pledgor to recover such shortfall and shall be entitled to
                     enforce the security hereby created to recover the amount
                     of the shortfall.

              Article 11

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                                       12

              Unfettered discretion
              Save as otherwise provided in this Deed or any other US Security
              Document any liability or power which may be exercised or any
              determination which may be made under this Deed by the Collateral
              Agent (acting in its own name or on behalf of the Pledgee) may be
              exercised or made in its absolute and unfettered discretion and it
              shall not be obliged to give reasons therefore.

              Article 12
              Notices, Amendment and Waiver

              12.1 All such notices and communications hereunder shall be sent
                   or delivered by mail, telegraph, telex, telecopy, cable or
                   overnight courier service and all such notices and
                   communications shall, when mailed, telegraphed, telexed,
                   telecopied, or cabled or sent by overnight courier, be
                   effective when delivered to the Person to whom such notice or
                   communication is addressed, except that notices and
                   communications to the Collateral Agent or the Pledgor shall
                   not be effective until received by the Collateral Agent or
                   the Pledgor, as the case may be. All notices and other
                   communications shall be in writing and addressed as provided
                   for under Article 12.1 of the US Security Agreement.

              12.2 The provisions of Article 12.2 of the US Security Agreement
                   shall apply to this Deed and the second priority right of
                   pledge created hereunder.

              Article 13
              Irrevocable power of attorney

              13.1 The Pledgor hereby grants to the Collateral Agent an
                   irrevocable and non-exclusive power of attorney (without
                   obligation), with the right of substitution, to perform on
                   its behalf and at its expense any and all of its obligations
                   under this Deed.

              13.2 The Pledgor and the Collateral Agent hereby in accordance
                   with article 3:68 NCC agree that the Collateral Agent shall
                   also be authorized to represent the Pledgor under the said
                   power of attorney in case of a conflict of interests between
                   the interest of the Pledgor and the Collateral Agent.

              Article 14
              Severability

              To the extent possible under applicable law, in the event a
              provision hereof were to be ruled at any time by any applicable
              authority or court to be invalid or null and void or
              unenforceable, such invalidity or nullity or unenforceability
              shall not affect the validity or enforceability of the other
              provisions hereof and the parties hereto shall agree on a new
              provision consistent with the purposes of the invalid or
              unenforceable provision of this Deed.

              Article 15
              Termination; Release

              15.1 The Pledgee herewith agrees, and the Pledgor herewith
                   accepts, this Deed

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                                       13

                     and the second priority right of pledge created hereunder
                     shall terminate without any further action required
                     therefore upon termination of the liens on the Securities,
                     and the proceeds thereof, created pursuant to the US Pledge
                     Agreement.

              15.2   The parties to this Deed agree that the second priority
                     right of pledge created hereunder can be terminated in
                     whole or in part by the Collateral Agent (acting upon the
                     direction of the Required Secured Creditors if required)
                     and the Pledgor without the consent of any other party
                     hereto, including the Senior Secured Notes Trustee, in
                     accordance with Section 19(b) of the US Pledge Agreement.

              15.3   The Collateral Agent, at the request and expense of the
                     Pledgor, will execute and deliver to the Pledgor a proper
                     instrument or instruments acknowledging the satisfaction
                     and termination of this Deed and the second priority right
                     of pledge created hereunder.

              Article 16
              Headings descriptive

              The headings in this Deed are for purposes of reference only and
              shall not limit or define the meaning hereof.

              Article 17
              Applicable law and jurisdiction

              17.1   This Deed and any dispute, controversy, proceedings or
                     claim of whatever nature arising out of or in any way
                     relating to this Deed and the rights of pledge created
                     hereby shall be governed by and construed in accordance
                     with the laws of the Netherlands.

              17.2   Each of the parties hereto irrevocably agrees that all
                     disputes arising out of this Deed shall be submitted in
                     first instance to the competent court at Amsterdam, the
                     Netherlands. Nothing in the preceding sentence shall limit
                     the Pledgee's right to bring proceedings against the
                     Pledgor in any other court of competent jurisdiction.

              Article 18
              Acknowledgement

              The person appearing mentioned under sub A., acting as
              representative of the Company, declared that the Company has
              always accepted as valid the transfer by which the Pledgor
              obtained the Present Shares of the Company and all previous
              transfers of the Present Shares of the Company, that the Company
              acknowledges the rights of pledge created by this Deed on the
              Present Shares, and that the Company will cause these rights of
              pledge to be recorded in its shareholders register without delay.

              Furthermore, the person appearing mentioned under sub A., acting
              as representative of the Company, declared that the Company
              acknowledges the rights of pledge created by this Deed on the
              Future Shares and undertakes to enter such rights of pledge in its
              shareholders register without delay as soon as the

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                                       14

              relevant Pledgor becomes the holder thereof.

              Article 19
              Authority and powers of attorney

              The person appearing mentioned under sub A. has been granted three
              powers of attorney by means of three non-notarial instruments of
              attorney. The instruments of attorney will immediately after the
              present Deed has been executed be attached to this Deed. The
              person appearing mentioned under sub B. has been granted two
              powers of attorney by means of two non-notarial instruments of
              attorney. These instruments of attorney will immediately after the
              present Deed has been executed be attached to this Deed.

              FINAL PART

              The persons appearing before me are known to me, civil-law notary.

              This deed
                                                                    was executed
              in Rotterdam on the date mentioned in its heading. After I,
              civil-law notary, had conveyed and explained the contents of the
              deed in substance to the persons appearing, they declared that
              they had taken note of the contents of the deed, were in agreement
              with the contents and did not wish it to be read out in full.

              Following a partial reading, the deed was signed by the persons
              appearing and me, civil-law notary.

                                      /s/ Remco Nicolaas van der Veer
                                      -------------------------------
                                      E.M. van Oirschot
                                      B.Th. Derogee, civil law notary
                                             ISSUED FOR TRUE COPY