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EXECUTION VERSION




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CONTENTS
 Clause
    
    
    
    
    
    Page1.
    
    Interpretation
    
    
    12.
    
    Appointment of the Paying Agents
    
    
    53.
    
    The Notes
    
    
    64.
    
    Delivery of Permanent Global Note and Definitive Notes
    
    
    75.
    
    Replacement Notes and Coupons
    
    
    86.
    
    Payments to the Fiscal Agent
    
    
    97.
    
    Payments to Noteholders
    
    
    108.
    
    Miscellaneous duties of the Paying Agents
    
    
    139.
    
    Fees and Expenses
    
    
    1610.
    
    Terms of Appointment
    
    
    1711.
    
    Changes in Paying Agents
    
    
    1812.
    
    Notices
    
    
    2113.
    
    Law and Jurisdiction
    
    
    2214.
    
    Modification
    
    
    2215.
    
    Counterparts
    
    
    22SCHEDULE 1
    
    FORM OF TEMPORARY GLOBAL NOTE
    
    
    24SCHEDULE 2
    
    FORM OF PERMANENT GLOBAL NOTE
    
    
    35SCHEDULE 3
    
    FORM OF DEFINITIVE NOTE AND COUPON
    
    
    44SCHEDULE 4
    
    TERMS AND CONDITIONS OF THE NOTES
    
    
    48SCHEDULE 5
    
    PROVISIONS FOR MEETINGS OF THE NOTEHOLDERS
    
    
    63SCHEDULE 6
    
    FORM OF PUT OPTION NOTICE
    
    
    70SCHEDULE 7
    
    FORM OF PUT OPTION RECEIPT
    
    
    72SCHEDULE 8
    
    SPECIFIED OFFICES OF THE PAYING AGENTS
    
    
    73




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THIS AGREEMENT
 BETWEEN
 (1)
    
    ASML HOLDING N.V., a Netherlands public company with limited liability (naamloze vennootschap
met beperkte aansprakelijkheid) with corporate seat in Veldhoven, The Netherlands (the
Issuer);(2)
    
    DEUTSCHE BANK AG, LONDON BRANCHas fiscal agent (the Fiscal Agent); and(3)
    
    DEUTSCHE BANK LUXEMBOURG S.A.as Luxembourg listing and paying agent (together with the
Fiscal Agent, the Paying Agents).
 WHEREAS
 (A)
    
    The Issuer has authorised the creation and issue of EUR 600,000,000 in aggregate principal
amount of 5.75 per cent. Notes due 2017 (the Notes).
 (B)
    
    The Notes will be in bearer form and in the denominations of EUR 50,000 and integral
multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. The Notes will
initially be in the form of a temporary global note (the Temporary Global Note), interests
in which will be exchangeable for interests in a permanent global note (the Permanent Global
Note) in the circumstances specified in the Temporary Global Note. The Permanent Global Note
will in turn be exchangeable for notes in definitive form (Definitive Notes), with interest
coupons (Coupons) attached, only in certain limited circumstances specified in the Permanent
Global Note.
 (C)
    
    The Issuer and the Paying Agents wish to record certain arrangements which they have made in
relation to the Notes.
 IT IS AGREED
 1.
    
    INTERPRETATION1.1
    
    DefinitionsIn this Agreement the following expressions have the following meanings:Auditors means the auditors at the time of the Issuer or, in the event of their being
unable or unwilling promptly to carry out any action requested of them pursuant to the
provisions of this Agreement and/or the Conditions, such other independent firm of
accountants as may be selected by the Issuer;Clearstream, Luxembourg means Clearstream Banking, société anonyme, Luxembourg;Conditions means the Terms and Conditions of the Notes (as set forth as Schedule 4 to this
Agreement and as modified from time to time in accordance with their terms),
and any reference to a numbered Condition is to the correspondingly numbered provision
thereof;
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EUR and euro denote the lawful currency of the Member States of the European Union
participating in the economic and monetary union pursuant to the Treaty establishing the
European Community, as amended;Euroclear means Euroclear Bank S.A./N.V.;Exchange Date means the date on or after the day following the expiry of 40 days after the
issue of the Notes and no later than 180 days after the issue of the Temporary Global Note;Fiscal Agent and Paying Agents have the meanings set forth in the recitals and include
any successors thereto appointed from time to time in accordance with Clause 11 (Changes in
Paying Agents) and Paying Agent means any one of the Paying Agents;Local Banking Day means a day (other than a Saturday or a Sunday) on which commercial
banks are open for business (including dealings in foreign exchange and foreign currency
deposits) in the city in which the Fiscal Agent has its Specified Office;Local Time means the time in the city in which the Fiscal Agent has its Specified Office;Material Subsidiary of the Issuer means at any time a Subsidiary of the Issuer:
 (a)
    
    whose gross revenues attributable to the Issuer (consolidated in the case of
a Subsidiary which itself has Subsidiaries) or whose total assets (consolidated in the
case of a Subsidiary which itself has Subsidiaries) represent in each case (or, in the
case of a Subsidiary acquired after the end of the financial period to which the then
latest relevant audited consolidated accounts of the Issuer and its Subsidiaries
relate, are equal to) not less than five per cent. of the consolidated gross revenues
of the Issuer and its Subsidiaries taken as a whole attributable to the shareholders
of the Issuer, or, as the case may be, consolidated total assets, of the Issuer and
its Subsidiaries taken as a whole, all as calculated respectively by reference to the
then latest audited accounts (consolidated or, as the case may be, unconsolidated) of
such Subsidiary and the then latest audited consolidated accounts of the Issuer and
its Subsidiaries, provided that:
 (i)
    
    in the case of a Subsidiary acquired after the end of the
financial period to which the then latest relevant audited consolidated
accounts relate, the reference to the then latest audited consolidated
accounts of the Issuer and its Subsidiaries taken as a whole for the purposes
of the calculation above shall, until consolidated accounts for the financial
period in which the acquisition is made have been prepared and audited as
stated above, be deemed to be a reference to the then latest
audited consolidated accounts of the Issuer and its Subsidiaries taken as
a whole as if such Subsidiary had been shown in such accounts by reference
to its then latest relevant audited accounts, adjusted as deemed
appropriate by the Auditors of the Issuer; and(ii)
    
    if, in the case of a Subsidiary which itself has
Subsidiaries, no consolidated accounts are prepared and audited, its
consolidated gross
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revenues attributable to the Issuer and consolidated total
assets shall be determined on the basis of pro forma consolidated accounts of
the relevant Subsidiary and its Subsidiaries prepared for this purpose by the
Issuer; or
 (b)
    
    to which is transferred the whole or substantially the whole of the
undertaking and assets of a Subsidiary of the Issuer which immediately prior to such
transfer is a Material Subsidiary of the Issuer, provided that the transferor
Subsidiary shall upon such transfer forthwith cease to be a Material Subsidiary of the
Issuer and the transferee Subsidiary shall cease to be a Material Subsidiary of the
Issuer pursuant to this subparagraph (b) on the date on which the consolidated
accounts of the Issuer and its Subsidiaries for the financial period in which such
transfer is made have been prepared and audited as aforesaid but so that such
transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary of
the Issuer on or at any time after the date on which such consolidated accounts have
been prepared and audited as aforesaid by virtue of the provisions of subparagraph (a)
above or before, on or at any time after such date by virtue of the provisions of this
subparagraph (b) or subparagraph (c) below; or(c)
    
    to which is transferred an undertaking or assets which, taken together with
the undertaking or assets of the transferee Subsidiary, generated (or, in the case of
the transferee Subsidiary being acquired after the end of the financial period to
which the then latest relevant audited consolidated accounts of the Issuer and its
Subsidiaries relate, generated gross revenues attributable to the Issuer equal to) not
less than five per cent. of the consolidated gross revenues attributable to the
shareholders of the Issuer, or represent (or, in the case stated above, are equal to)
not less than five per cent. of the consolidated total assets, of the Issuer and its
Subsidiaries taken as a whole, all as calculated as referred to in subparagraph (a)
above, provided that the transferor Subsidiary (if a Material Subsidiary of the
Issuer) shall upon such transfer forthwith cease to be a Material Subsidiary of the
Issuer unless immediately following such transfer its undertaking and assets generated
(or, in the case stated above, generated gross revenues attributable to the Issuer
equal to) not less than five per cent. of the consolidated gross revenues attributable
to the shareholders of the Issuer, or its assets represent (or, in the case stated
above, are equal to) not less than five per cent. of the consolidated total assets, of
the Issuer and its Subsidiaries taken as a whole, all as calculated as referred to in
subparagraph (a) above, and the transferee Subsidiary shall cease to be a
Material Subsidiary of the Issuer pursuant to this subparagraph (c) on the date on
which the consolidated accounts of the Issuer and its Subsidiaries for the
financial period in which such transfer is made have been prepared and audited but
so that such transferor Subsidiary or such transferee Subsidiary may be a Material
Subsidiary of the Issuer on or at any time after the date on which such
consolidated accounts have been prepared and audited as stated above by virtue of
the provisions of subparagraph (a) above or before, on or at any time after such
date by virtue of the provisions of this subparagraph (c) or subparagraph (b)
above.
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For the purposes of this definition if there shall at any time not be any relevant audited
consolidated accounts of the Issuer and its Subsidiaries for the most recent or prior
fiscal year, references thereto herein shall be deemed to refer to a consolidation by the
Issuer of the relevant audited accounts of the Issuer and its Subsidiaries.A report of the Issuer signed by two managing directors that in its opinion a Subsidiary of
the Issuer is or is not or was or was not at any particular time or throughout any
specified period a Material Subsidiary shall, in the absence of manifest error, be
conclusive and binding on all parties;Noteholders means the holders of the Notes for the time being;Put Option Notice means a notice of exercise relating to the put option described in
Condition 5(c) (Redemption at the option of Noteholders upon a Change of Control),
substantially in the form set out in the Schedule 6 (Form of Put Option Notice) or such
other form as may from time to time be agreed between the Issuer and the Fiscal Agent and
distributed to each Paying Agent;Put Option Receipt means a receipt delivered by a Paying Agent in relation to a Definitive
Note which is the subject of a Put Option Notice, substantially in the form set out in
Schedule 7 (Form of Put Option Receipt) or such other form as may from time to time be
agreed between the Issuer and the Fiscal Agent and distributed to each Paying Agent;Replacement Agent means the Fiscal Agent;Required Paying Agent means any Paying Agent (which may be the Fiscal Agent) which is the
sole remaining Paying Agent with its Specified Office in any city where a stock exchange on
which the Notes are listed requires there to be a Paying Agent;Specified Office means, in relation to any Paying Agent:
 (a)
    
    the office specified against its name in the Schedule 8(Specified Offices of
the Paying Agents); or(b)
    
    such other office as such Paying Agent may specify in accordance with Clause
11.8 (Changes in Specified Offices);
 Stock
Exchange
 1.2
    
    Meaning of outstandingFor the purposes of this Agreement (but without prejudice to its status for any other
purpose), a Note shall be considered to be outstanding unless one or more of the following
events has occurred:
 1.2.1
    
    it has been redeemed in full, or purchased under Condition 5(e) (Redemption
and Purchase  Purchase), and in either case has been cancelled in accordance with
Condition 5(f) (Redemption and Purchase  Cancellation);
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1.2.2
    
    the due date for its redemption in full has occurred and all sums due in
respect of such Note (including all accrued interest) have been received by the Fiscal
Agent and remain available for payment;1.2.3
    
    all claims for principal and interest in respect of such Note have become void
under Condition 9 (Prescription);1.2.4
    
    it has been mutilated or defaced, or is alleged to have been lost, stolen or
destroyed, and has been replaced pursuant to Condition 10 (Replacement of Notes and
Coupons); or1.2.5
    
    for the purposes of Schedule 5 (Provisions for Meetings of the Noteholders)
only, it is held by, or by any person for the benefit of, the Issuer;Provided, however, that,for the purposes of (i) ascertaining the right to attend
and vote at any meeting of Noteholders and (ii) Condition 12 (Meetings of
Noteholders; Modification) and Schedule 5 (Provisions for Meetings of Noteholders),
those Notes (if any) which are for the time being held by any person (including but
not limited to the Issuer or any Subsidiary for the benefit of the Issuer or any
Subsidiary shall (unless and until ceasing to be so held) be deemed not to remain
outstanding.
 1.3
    
    Clauses and SchedulesAny reference in this Agreement to a Clause, sub-clause or a Schedule is, unless otherwise
stated, to a clause or sub-clause hereof or a schedule hereto.1.4
    
    Principal and interestIn this Agreement, any reference to principal includes premium and any reference to
principal or interest includes any additional amounts payable in relation thereto under the
Conditions.1.5
    
    Terms defined in the ConditionsTerms and expressions used but not defined herein have the respective meanings given to them
in the Conditions.1.6
    
    HeadingsHeadings and sub-headings are for ease of reference only and shall not affect the
construction of this Agreement.2.
    
    APPOINTMENT OF THE PAYING AGENTS2.1
    
    AppointmentThe Issuer appoints each Paying Agent as its agent in relation to the Notes for the purposes
specified in this Agreement and in the Conditions.
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2.2
    
    Acceptance of appointmentEach Paying Agent accepts its appointment as agent of the Issuer in relation to the Notes
and agrees to comply with the provisions of this Agreement.2.3
    
    Obligations of the Paying AgentsThe obligations of the Paying Agents under this Agreement shall be several and not joint.3.
    
    THE NOTES3.1
    
    Temporary Global NoteThe Temporary Global Note shall:
 3.1.1
    
    be in substantially the form set out in Schedule 1 (Form of Temporary Global
Note); and3.1.2
    
    be executed manually or in facsimile by or on behalf of the Issuer and
authenticated manually by or on behalf of the Fiscal Agent.
 3.2
    
    Permanent Global NoteThe Permanent Global Note shall:
 3.2.1
    
    be in substantially the form set out in Schedule 2 (Form of Permanent Global
Note); and3.2.2
    
    be executed manually or in facsimile by or on behalf of the Issuer and
authenticated manually by or on behalf of the Fiscal Agent.
 3.3
    
    Definitive NotesEach Definitive Note shall:
 3.3.1
    
    be in substantially the form set out in Schedule 3 (Form of Definitive Note
and Coupon) and have attached to it Coupons in substantially the form set out therein;3.3.2
    
    be security printed in accordance with all applicable legal and stock exchange
requirements;3.3.3
    
    have a unique certificate number printed thereon;3.3.4
    
    be executed manually or in facsimile by or on behalf of the Issuer and
authenticated manually by or on behalf of the Fiscal Agent; and3.3.5
    
    otherwise be substantially in accordance with the format from time to time
specified by the International Primary Market Association or any successor body
thereto.
 3.4
    
    Signatures
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Any signature on a Note shall be that of a person who is at the time of the creation and
issue of the Notes an authorised signatory for such purpose of the Issuer notwithstanding
that such person has for any reason (including death) ceased to be such an authorised
signatory at the time at which such Note is delivered.3.5
    
    AvailabilityThe Issuer shall arrange for the unauthenticated Permanent Global Note to be made available
to or to the order of the Fiscal Agent not later than 10 days before the Exchange Date. If
the Issuer is required to deliver Definitive Notes pursuant to the terms of the Permanent
Global Note, the Issuer shall arrange for unauthenticated Definitive Notes in aggregate
principal amount equal to the principal amount of the Permanent Global Note at that time to
be made available to or to the order of the Fiscal Agent as soon as practicable and in any
event not later than 30 days after the bearer of the Permanent Global Note has requested its
exchange for Definitive Notes. The Issuer shall also arrange for such unauthenticated
Temporary Global Notes, Permanent Global Notes, Definitive Notes and Coupons as are required
to enable the Replacement Agent to perform its obligations under Clause 5 (Replacement Notes
and Coupons) to be made available to or to the order of the Replacement Agent from time to
time.3.6
    
    Duties of Fiscal Agent and Replacement AgentEach of the Fiscal Agent and the Replacement Agent shall hold in safe custody all
unauthenticated Temporary Global Notes, Permanent Global Notes, Definitive Notes and Coupons
delivered to it in accordance with Clause 3.5 (Availability) and shall ensure that they are
authenticated (in the case of Temporary Global Notes, Permanent Global Notes and Definitive
Notes) and delivered only in accordance with the terms hereof, the Temporary Global Note or
(as the case may be) the Permanent Global Note.3.7
    
    Authority to authenticateEach of the Fiscal Agent and the Replacement Agent is authorised by the Issuer to
authenticate the Temporary Global Note, the Permanent Global Note, any replacement therefor
and each Definitive Note by the signature of any of its officers or any other person duly
authorised for the purpose by the Fiscal Agent or (as the case may be) the Replacement
Agent.4.
    
    DELIVERY OF PERMANENT GLOBAL NOTE AND DEFINITIVE NOTES4.1
    
    Delivery of Permanent Global NoteSubject to receipt by the Fiscal Agent of the Permanent Global Note in accordance with
Clause 3.5 (Availability), the Fiscal Agent shall, against presentation or (as the case may
be) surrender to it or to its order of the Temporary Global Note and in accordance with the
terms thereof, authenticate and deliver to the bearer of the Temporary Global Note the
Permanent Global Note in the aggregate principal amount required by the terms of the
Temporary Global Note or, if the Permanent Global Note has already been issued in exchange
for part only of the Temporary Global Note, procure that such aggregate principal amount is
noted in the schedule to the Permanent Global Note as provided in
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Clause 4.2 (Exchange of
Interests in Temporary Global Note and Permanent Global Note) and procure the signature of
such notation on its behalf.4.2
    
    Exchange of Interests in Temporary Global Note and Permanent Global NoteOn each occasion on which the Permanent Global Note is delivered pursuant to Clause 4.1
(Delivery of Permanent Global Note) or a further exchange of interests in the Temporary
Global Note for interests in the Permanent Global Note is made, the Fiscal Agent shall
procure that there is noted in the respective schedules to the Temporary Global Note and the
Permanent Global Note the aggregate principal amount of interests in the Permanent Global
Note so delivered or exchanged (the relevant principal amount), the new aggregate
principal amount of the Permanent Global Note (which shall be the previous principal amount
thereof plus the relevant principal amount) and the remaining principal amount of the
Temporary Global Note (which shall be the previous principal amount thereof less the
relevant principal amount) and shall procure the signature of each such notation on its
behalf. The Fiscal Agent shall cancel or procure the cancellation of the Temporary Global
Note when and if it has made full exchange thereof for interests in the Permanent Global
Note.4.3
    
    Delivery of Definitive NotesSubject to receipt by the Fiscal Agent of Definitive Notes in accordance with Clause 3.5
(Availability), the Fiscal Agent shall, against presentation or (as the case may be)
surrender to it or to its order of the Permanent Global Note and in accordance with the
terms thereof, authenticate and deliver Definitive Notes in the required aggregate principal
amount to the bearer of the Permanent Global Note; provided, however, thateach Definitive
Note shall at the time of its delivery have attached thereto only such Coupons as are
necessary to reflect interest payments payable on the Notes through the scheduled redemption
set forth in Condition 5(a) (Scheduled redemption).4.4
    
    Exchange of Permanent Global Note for Definitive NotesOn each occasion on which Definitive Notes are delivered in exchange for the Permanent
Global Note, the Fiscal Agent shall procure that there is noted in the schedule to the
Permanent Global Note the aggregate principal amount of Definitive Notes so delivered (the
relevant principal amount) and the remaining principal
amount of the Permanent Global Note (which shall be the previous principal amount thereof
less the relevant principal amount) and shall procure the signature of such notation on its
behalf. The Fiscal Agent shall cancel or procure the cancellation of the Permanent Global
Note when and if it has made full exchange thereof for Definitive Notes.5.
    
    REPLACEMENT NOTES AND COUPONS5.1
    
    Delivery of ReplacementsSubject to receipt of sufficient replacement Temporary Global Notes, Permanent Global Notes,
Definitive Notes and Coupons in accordance with Clause 3.5 (Availability), the Replacement
Agent shall, upon and in accordance with the instructions of the Issuer (which instructions
may, without limitation, include terms as to the payment of expenses and as to evidence,
security and indemnity), authenticate (if necessary) and deliver a
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provided,
however, that
 5.2
    
    Replacements to be numberedEach replacement Temporary Global Note, Permanent Global Note, Definitive Note or Coupon
delivered under this Agreement shall bear a unique certificate or (as the case may be)
serial number.5.3
    
    Cancellation of mutilated or defaced NotesThe Replacement Agent shall cancel each mutilated or defaced Temporary Global Note,
Permanent Global Note, Definitive Note or Coupon surrendered to it in respect of which a
replacement has been delivered.5.4
    
    NotificationThe Replacement Agent shall notify the Issuer and each other Paying Agent of the delivery by
it of any replacement Temporary Global Note, Permanent Global Note, Definitive Note or
Coupon, specifying the certificate or serial number thereof and the certificate or serial
number (if any and if known) of the Temporary Global Note, Permanent Global Note, Definitive
Note or Coupon which it replaces and confirming that the Temporary Global Note, Permanent
Global Note, Definitive Note or Coupon which it replaces has been cancelled and (if such is
the case) destroyed in accordance with Clause 8.8 (Destruction).6.
    
    PAYMENTS TO THE FISCAL AGENT6.1
    
    Issuer to pay Fiscal AgentIn order to provide for the payment of principal and interest in respect of the Notes as the
same becomes due and payable, the Issuer shall pay to the Fiscal Agent, on the day on which
such payment becomes due, an amount equal to the amount of principal and/or (as the case may
be) interest falling due in respect of the Notes on such date.6.2
    
    Manner and time of paymentEach amount payable under Clause 6.1 (Issuer to pay Fiscal Agent) shall be paid
unconditionally by credit transfer in EUR and in same day, freely transferable, cleared
funds not later than 10.00 a.m. (Local Time) on the relevant day to such account with
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such bank as the Fiscal Agent may from time to time by notice to the Issuer specify for such
purpose. The Issuer shall, before 10.00 a.m. (Local Time) on the second Local Banking Day
before the due date of each payment by it under Clause 6.1 (Issuer to pay Fiscal Agent),
procure that the bank effecting payment for it confirms by tested telex or authenticated
SWIFT message to the Fiscal Agent the payment instructions relating to such payment.6.3
    
    Exclusion of liens and interestThe Fiscal Agent shall be entitled to deal with each amount paid to it under this Clause 6
(Payments to the Fiscal Agent) in the same manner as other amounts paid to it as a banker by
its customers; provided, however, that:
 6.3.1
    
    it shall not exercise against the Issuer any lien, right of set-off or similar
claim in respect thereof; and6.3.2
    
    it shall not be liable to any person for interest thereon.
 6.4
    
    Application by Fiscal AgentThe Fiscal Agent shall apply each amount paid to it hereunder in accordance with Clause 7
(Payments to Noteholders) and shall not be obliged to repay any such amount unless the claim
for the relevant payment becomes void under Condition 9 (Prescription), in which event it
shall refund at the written request of the Issuer such portion of such amount as relates to
such payment by paying the same by credit transfer in EUR to such account with such bank as
the Issuer has by notice to the Fiscal Agent specified for the purpose. No money held by any
of the Paying Agents needs to be segregated except as required by law.6.5
    
    Failure to confirm payment instructionsIf the Fiscal Agent has not, by 12.00 noon (Local Time) on the second Local Banking Day
before the due date of any payment to it under Clause 6.1 (Issuer to pay Fiscal Agent),
received confirmation of the relevant payment instructions referred to in Clause 6.2 (Manner
and time of payment), it shall forthwith notify the Issuer and the other Paying Agents. If
the Fiscal Agent subsequently receives confirmation of such payment instructions, it shall
forthwith notify the Issuer and the other Paying Agents.7.
    
    PAYMENTS TO NOTEHOLDERS7.1
    
    Payments by Paying AgentsEach Paying Agent acting through its Specified Office outside the United States shall make
payments of principal and interest in respect of the Notes in accordance with the Conditions
(and, in the case of the Temporary Global Note or the Permanent Global Note, the terms
thereof); provided, however, that:
 7.1.1
    
    if any Definitive Note or Coupon is presented or surrendered for payment to
any Paying Agent and such Paying Agent has delivered a replacement therefor or has been
notified that the same has been replaced, such Paying Agent shall forthwith notify the
Issuer of such presentation or surrender and shall not make
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payment against the same until it is so instructed by the Issuer and has received
the amount to be so paid;
 7.1.2
    
    a Paying Agent shall not be obliged (but shall be entitled) to make payments
of principal or interest in respect of the Notes, if:
 (a)
    
    in the case of the Fiscal Agent, it has not received the full
amount of any payment due to it under Clause 6.1 (Issuer to pay Fiscal Agent);
or(b)
    
    in the case of any other Paying Agent:
 (i)
    
    it has been notified in accordance with Clause
6.5 (Failure to confirm payment instructions) that confirmation of the
relevant payment instructions has not been received, unless it is
subsequently notified that confirmation of such payment instructions has
been received; or(ii)
    
    it is not able to establish that the Fiscal Agent
has received (whether or not at the due time) the full amount of any
payment due to it under Clause 6.1 (Issuer to pay Fiscal Agent);
 7.1.3
    
    each Paying Agent shall cancel each Definitive Note or Coupon against
surrender of which it has made full payment and shall, in the case of a Paying Agent
other than the Fiscal Agent, deliver each Definitive Note or Coupon so cancelled by it
to, or to the order of, the Fiscal Agent;7.1.4
    
    in the case of payment of principal or interest against presentation of the
Temporary Global Note or the Permanent Global Note, the relevant Paying Agent shall
procure that there is noted in the schedule to the Temporary Global Note or (as the
case may be) the Permanent Global Note the amount of such payment and, in the case of
payment of principal, the remaining principal amount of the Temporary Global Note or
(as the case may be) the Permanent Global Note (which shall be the previous principal
amount thereof less the amount of principal then paid) and shall procure the signature
of such notation on its behalf;7.1.5
    
    notwithstanding any other provision of this Agreement, each Paying Agent shall
be entitled to make a deduction or withholding from any payment which it makes under
this Agreement for or on account of any present or future taxes, duties or charges if
and to the extent so required by applicable law, in which event such Paying Agent shall
make such payment after such withholding or deduction has been made and shall account
to the relevant authorities for the amount so withheld or deducted; and7.1.6
    
    notwithstanding any other provision of this Agreement, each Paying Agent shall
make payments of principal, interest and any other payment in respect of the Notes only
through its Specified Office outside of the United States, and such payments shall be
made only outside the United States and its possessions. As used herein, United
States means the United States of America (including the States and the District of
Columbia); and its possessions including Puerto
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Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.
 7.2
    
    Exclusion of liens and commissionsNo Paying Agent shall exercise any lien, right of set-off or similar claim against any
person to whom it makes any payment under Clause 7.1 (Payments by Paying Agents) in respect
thereof, nor shall any commission or expense be charged by it to any such person in respect
thereof.7.3
    
    Reimbursement by Fiscal AgentIf a Paying Agent other than the Fiscal Agent makes any payment in accordance with Clause
7.1 (Payments by Paying Agents):
 7.3.1
    
    it shall notify the Fiscal Agent of the amount so paid by it, the certificate
or serial number (if any) of the Temporary Global Note, Permanent Global Note,
Definitive Note or Coupon against presentation or surrender of which payment of
principal was made, or of the Temporary Global Note, Permanent Global Note or
Definitive Note against presentation or surrender of which payment of interest was
made, and the number of Coupons by maturity against presentation or surrender of which
payment of interest was made; and7.3.2
    
    subject to and to the extent of compliance by the Issuer with Clause 6.1
(Issuer to pay Fiscal Agent) (whether or not at the due time), the Fiscal Agent shall
pay to such Paying Agent out of the funds received by it under Clause 6.1 (Issuer to
pay Fiscal Agent), by credit transfer in EUR and in same day, freely transferable,
cleared funds to such account with such bank as such Paying Agent has by notice to the
Fiscal Agent specified for the purpose, an amount equal to the amount so paid by such
Paying Agent.
 7.4
    
    Appropriation by Fiscal AgentIf the Fiscal Agent makes any payment in accordance with Clause 7.1 (Payments by Paying
Agents), it shall be entitled to appropriate for its own account out of the funds received
by it under Clause 6.1 (Issuer to pay Fiscal Agent) an amount equal to the amount so paid by
it.7.5
    
    Reimbursement by IssuerSubject to sub-clauses 7.1.1 and 7.1.2 (Payments by Paying Agents), if a Paying Agent makes
a payment in respect of Notes on or after the due date for such payment under the Conditions
at a time at which the Fiscal Agent has not received the full amount of the relevant payment
due to it under Clause 6.1 (Issuer to pay Fiscal Agent) and the Fiscal Agent is not able out
of funds received by it under Clause 6.1 (Issuer to pay Fiscal Agent) to reimburse such
Paying Agent therefor (whether by payment under Clause 7.3 (Reimbursement by the Fiscal
Agent) or appropriation under Clause 7.4 (Appropriation by the Fiscal Agent), the Issuer
shall from time to time on demand pay to the Fiscal Agent for account of such Paying Agent:
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7.5.1
    
    the amount so paid out by such Paying Agent and not so reimbursed to it; and7.5.2
    
    an amount sufficient to indemnify such Paying Agent against any cost, loss or
expense which it incurs as a result of making such payment and not receiving
reimbursement of such amount;
 provided, however, that pro tanto Issuer to pay Fiscal Agent
 7.6
    
    Partial paymentsIf at any time and for any reason a Paying Agent makes a partial payment in respect of the
Temporary Global Note, the Permanent Global Note or any Definitive Note or Coupon presented
for payment to it, such Paying Agent shall enface thereon a statement indicating the amount
and date of such payment.8.
    
    MISCELLANEOUS DUTIES OF THE PAYING AGENTS8.1
    
    RecordsThe Fiscal Agent shall:
 8.1.1
    
    maintain a record of the Temporary Global Note and the Permanent Global Note
and all Definitive Notes and Coupons delivered hereunder and of their redemption,
payment, cancellation, mutilation, defacement, alleged destruction, theft, loss or
replacement (and, in the case of the Temporary Global Note, exchanges of interests
thereof for interests in the Permanent Global Note and, in the case of the Permanent
Global Note, exchanges thereof for Definitive Notes); provided, however, thatno record
need be maintained of the serial numbers of Coupons, save for the serial numbers of
Coupons for which replacements have been issued under Clause 5 (Replacement Notes, and
Coupons) and unmatured Coupons missing at the time of redemption or other cancellation
of the relevant Definitive Notes and for any subsequent payments against such Coupons;8.1.2
    
    maintain a record of all certifications received by it in accordance with
Clause 8.3 (Certifications) or the provisions of the Temporary Global Note and all
confirmations received by it in accordance with Clause 8.4 (Cancellation); and8.1.3
    
    make such records available for inspection at all reasonable times by the
Issuer and the other Paying Agents.
 8.2
    
    Information from Paying AgentsThe Paying Agents shall make available to the Fiscal Agent such information as is reasonably
required for the maintenance of the records referred to in Clause 8.1 (Records).8.3
    
    CertificationsEach Paying Agent shall promptly copy to the Issuer and, in the case of a Paying Agent other
than the Fiscal Agent, the Fiscal Agent any certification received by it in accordance with
the provisions of the Temporary Global Note.
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8.4
    
    CancellationThe Issuer may from time to time deliver to the Fiscal Agent Definitive Notes and unmatured
Coupons relating thereto for cancellation, whereupon the Fiscal Agent shall cancel such
Definitive Notes and Coupons. In addition, the Issuer may from time to time procure the
delivery to the Fiscal Agent of Temporary Global Note or the Permanent Global Note with
instructions to cancel a specified aggregate principal amount of Notes represented by it
(which instructions shall be accompanied by confirmation from Euroclear or Clearstream,
Luxembourg that Notes having such aggregate principal amount may be cancelled), whereupon
the Fiscal Agent shall procure that there is noted on the schedule to the Temporary Global
Note or (as the case may be) the Permanent Global Note the aggregate principal amount of
Notes so cancelled and the remaining principal amount of the Temporary Global Note or (as
the case may be) the Permanent Global Note (which shall be the previous principal amount
thereof less the aggregate principal amount of the Notes so cancelled) and shall procure the
signature of such notation on its behalf.8.5
    
    Definitive Notes and Coupons in issueAs soon as practicable (and in any event within three months) after each interest payment
date in relation to the Notes, after each date on which Notes are cancelled in accordance
with Clause 8.4 (Cancellation) and after each date on which the Notes fall due for
redemption in accordance with the Conditions, the Fiscal Agent shall notify the Issuer and
the other Paying Agents (on the basis of the information available to it) of the number of
any Definitive Notes or Coupons against surrender of which payment has been made and of the
number of any Definitive Notes or (as the case may be) Coupons which have not yet been
surrendered for payment.8.6
    
    Forwarding of communicationsThe Fiscal Agent shall promptly forward to the Issuer a copy of any notice or communication
addressed to the Issuer by any Noteholder which is received by the Fiscal Agent.8.7
    
    Publication of noticesThe Fiscal Agent shall, upon and in accordance with instructions of the Issuer received at
least 7 days before the proposed publication date, arrange for the publication of any notice
which is to be given to the Noteholders and shall supply a copy thereof to each other Paying
Agent, Euroclear, Clearstream, Luxembourg and any competent authority and stock exchange by
which the Notes have been admitted to listing.8.8
    
    DestructionThe Fiscal Agent may destroy the Temporary Global Note following its cancellation in
accordance with Clause 4.2 (Exchange of Interests in Temporary Global Note and Permanent
Global Note) and the Permanent Global Note following its cancellation in accordance with
Clause 4.4 (Exchange of Permanent Global Note for Definitive Notes) and the Temporary Global
Note and the Permanent Global Note and each Definitive Note or Coupon delivered to or
cancelled by it in accordance with sub-clause 7.1.3
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(Payments by Paying Agents) or cancelled by it in accordance with Clause 5.3 (Cancellation
of mutilated or defaced Notes) or Clause 8.4 (Cancellation), in which case it shall furnish
the Issuer with a certificate of destruction specifying the certificate or serial numbers
(if any) of the Temporary Global Note or (as the case may be) the Permanent Global Note or
Definitive Notes and the number of Coupons so destroyed.8.9
    
    Documents available for inspectionThe Issuer shall provide to each Paying Agent:
 8.9.1
    
    conformed copies of this Agreement;8.9.2
    
    if the provisions of Condition 5(b) (Redemption for taxation reasons) become
relevant in relation to the Notes, the documents contemplated under Condition 5(b)
(Redemption for taxation reasons); and8.9.3
    
    such other documents as may from time to time be required by the Stock
Exchange to be made available at the Specified Office of the Paying Agent having its
Specified Office in Luxembourg.
  8.10
    
    Voting Certificates and Block Voting InstructionsEach Paying Agent shall, at the request of any Noteholder, issue Voting Certificates and
Block Voting Instructions in a form and manner which comply with the provisions of Schedule
5 (Provisions for Meetings of the Noteholders) (except that it shall not be required to
issue the same less than 48 hours before the time fixed for any Meeting provided for
therein). Each Paying Agent shall keep a full record of Voting Certificates and Block Voting
Instructions issued by it and shall give to the Issuer, not less than 24 hours before the
time appointed for any Meeting, full particulars of all Voting Certificates and Block Voting
Instructions issued by it in respect of such Meeting.8.11
    
    Exercise of put optionEach Paying Agent shall make available to Noteholders during the period specified in
Condition 5(c) (Redemption at the option of Noteholders upon a Change of Control) for the
deposit of Put Option Notices forms of Put Option Notice upon request during usual business
hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option
Notice and, in the case of a Put Option Notice relating to Definitive Notes, such Definitive
Notes in accordance with Condition 5(c) (Redemption at the option of Noteholders upon a
Change of Control), such Paying Agent shall notify the Issuer and (in the case of a Paying
Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or
serial numbers (if any) and principal amount of the Notes in respect of which the Put Option
is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver
a duly completed Put Option Receipt to the depositing Noteholder and shall hold such
Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided
below or in the Conditions, release
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Payments to Noteholders provided, however, that Payments to
Noteholders
 9.
    
    FEES AND EXPENSES9.1
    
    FeesThe Issuer shall pay to the Fiscal Agent for the account of the Paying Agents such fees as
have been agreed between the Issuer and the Fiscal Agent in respect of the services of the
Paying Agents hereunder (plus any applicable value added tax). The Issuer shall not be
concerned with the apportionment of payment among the Paying Agents.9.2
    
    Front-end expensesThe Issuer shall reimburse each Paying Agent for all reasonable expenses (including, without
limitation, legal fees and any publication, advertising, communication, courier, postage and
other out-of-pocket expenses) properly incurred in connection with its services hereunder
(plus any applicable value added tax) promptly upon receipt from such Paying Agent of
notification of the amount of such expense together with the relevant invoices and / or
receipts, other than such costs and expenses as are separately agreed to be reimbursed out
of the fees payable under Clause 9.1 (Fees).9.3
    
    TaxesThe Issuer shall pay all stamp, registration and other taxes and duties (including any
interest and penalties thereon or in connection therewith) which are payable upon or in
connection with the execution and delivery of this Agreement, and the Issuer shall indemnify
each Paying Agent on demand against any claim, demand, action, liability, damages, cost,
loss or expense (including, without limitation, legal fees and any applicable value added
tax) which it incurs as a result or arising out of or in relation to any failure to pay or
delay in paying any of the same. All payments by the Issuer under this Clause 9 (Fees and
Expenses) or Clause 10.4 (Indemnity in favour of the Paying Agents) shall be made free and
clear of, and without withholding or deduction for, any
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taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied,
collected, withheld or assessed by The Netherlands or any political subdivision or any
authority thereof or therein having power to tax, unless such withholding or deduction is
required by law. In that event, the Issuer shall pay such additional amounts as will result
in the receipt by the relevant Paying Agent of such amounts as would have been received by
it if no such withholding or deduction had been required.9.4
    
    No ExpenseThe Paying Agents are not under any obligation to take any action under this Agreement which
may involve them in any expense or liability, the payment of which within a reasonable time
is not, in their opinion, assured to it.10.
    
    TERMS OF APPOINTMENT10.1
    
    Rights and powersEach Paying Agent may, in connection with its services hereunder:
 10.1.1
    
    except as ordered by a court of competent jurisdiction or otherwise required by law
and regardless of any notice of ownership, trust or any other interest therein, any
writing thereon or any notice of any previous loss or theft thereof, but subject to
sub-clause 7.1.1 (Payments by Paying Agents), treat the holder of any Temporary Global
Note, Permanent Global Note, Definitive Note or Coupon as its absolute owner for all
purposes and make payments thereon accordingly;10.1.2
    
    assume that the terms of the Temporary Global Note, the Permanent Global Note and
each Definitive Note and Coupon as issued are as set forth in Schedule 4 hereto;10.1.3
    
    refer any question relating to the ownership of the Temporary Global Note, the
Permanent Global Note or any Definitive Note or Coupon or the adequacy or sufficiency
of any evidence supplied in connection with the replacement of the Temporary Global
Note, the Permanent Global Note or any Definitive Note or Coupon to the Issuer for
determination by the Issuer and rely upon any determination so made;10.1.4
    
    rely upon the terms of any notice, communication or other document believed by it to
be genuine; and10.1.5
    
    engage and pay for the advice or services of any lawyers or other experts whose
advice or services it considers necessary and rely upon any advice so obtained (and
such Paying Agent shall be protected and shall incur no liability as against the Issuer
in respect of any action taken, or permitted to be taken, in accordance with such
advice and in good faith).
 10.2
    
    Extent of dutiesEach Paying Agent shall only be obliged to perform the duties set out herein and such other
duties as are necessarily incidental thereto. No Paying Agent shall:
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10.2.1
    
    be under any fiduciary duty or other obligation towards or have any relationship of
agency or trust for or with any person other than the Issuer; or10.2.2
    
    be responsible for or liable in respect of the legality, validity or enforceability
of the Temporary Global Note, the Permanent Global Note or any Definitive Note or
Coupon or any act or omission of any other person (including, without limitation, any
other Paying Agent).
 10.3
    
    Freedom to transactEach Paying Agent may purchase, hold and dispose of Notes and Coupons and may enter into any
transaction (including, without limitation, any depository, trust or agency transaction)
with any holders of Notes or Coupons or with any other person in the same manner as if it
had not been appointed as the agent of the Issuer in relation to the Notes.10.4
    
    Indemnity in favour of the Paying AgentsThe Issuer shall indemnify each Paying Agent against any claim, demand, action, liability,
damages, cost, loss or expense (including, without limitation, reasonable legal fees and any
applicable value added tax) which it incurs, other than such costs and expenses as are
separately agreed to be reimbursed out of the fees payable under Clause 9.1 (Fees)and
otherwise than by reason of its own gross negligence or wilful misconduct, default or bad
faith, as a result or arising out of or in relation to its acting as the agent of the Issuer
in relation to the Notes.10.5
    
    SurvivalThe indemnity set out in Clause 10.4 (Indemnity in favour of the Paying Agents) above shall
survive termination or expiry of this Agreement.11.
    
    CHANGES IN PAYING AGENTS11.1
    
    ResignationAny Paying Agent may resign its appointment upon not less than 30 days notice to the Issuer
(with a copy, in the case of a Paying Agent other than the Fiscal Agent, to the Fiscal
Agent); provided, however, that:
 11.1.1
    
    if such resignation would otherwise take effect less than 30 days before or after the
maturity date or other date for redemption of the Notes or any interest payment date in
relation to the Notes, it shall not take effect until the thirtieth day following such
date; and11.1.2
    
    in the case of the Fiscal Agent or a Required Paying Agent, such resignation shall
not take effect until a successor has been duly appointed pursuant to Clause 11.4
(Additional and successor agents) or Clause 11.5 (Paying Agents may appoint successors)
and notice of such appointment has been given to the Noteholders.
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11.2
    
    RevocationThe Issuer may revoke its appointment of any Paying Agent by not less than 30 days notice
to such Paying Agent (with a copy, in the case of a Paying Agent other than the Fiscal
Agent, to the Fiscal Agent); provided, however, that, in the case of the Fiscal Agent or any
Required Paying Agent, such revocation shall not take effect until a successor has been duly
appointed pursuant to Clause 11.4 (Additional and successor agents) or Clause 11.5 (Paying
Agents may appoint successors) and notice of such appointment has been given to the
Noteholders.11.3
    
    Automatic terminationThe appointment of any Paying Agent shall terminate forthwith if (a) such Paying Agent
becomes incapable of acting, (b) a secured party takes possession, or a receiver, manager or
other similar officer is appointed, of the whole or any part of the undertaking, assets and
revenues of such Paying Agent, (c) such Paying Agent admits in writing its insolvency or
inability to pay its debts as they fall due, (d) an administrator or liquidator of such
Paying Agent or the whole or substantially all of the undertaking, assets and revenues of
such Paying Agent is appointed (or application for any such appointment is made), (e) such
Paying Agent takes any action for a readjustment or deferment of any of its obligations or
makes a general assignment or an arrangement or composition with or for the benefit of its
creditors or declares a moratorium in respect of any of its indebtedness, (f) an order is
made or an effective resolution is passed for the winding-up of such Paying Agent or (g) any
event occurs which has an analogous effect to any of the foregoing. If the appointment of
the Fiscal Agent or any Required Paying Agent is terminated in accordance with the preceding
sentence, the Issuer shall forthwith appoint a successor in accordance with Clause 11.4
(Additional and successor agents).11.4
    
    Additional and successor agentsThe Issuer may appoint a successor fiscal agent and additional or successor paying agents
and shall forthwith give notice of any such appointment to the continuing Paying Agents and
the Noteholders, whereupon the Issuer, the continuing Paying Agents and the additional or
successor fiscal agent or paying agent shall acquire and become subject to the same rights
and obligations between themselves as if they had entered into an agreement in the form
mutatis mutandisof this Agreement.11.5
    
    Paying Agents may appoint successorsIf the Fiscal Agent or any Required Paying Agent gives notice of its resignation in
accordance with Clause 11.1 (Resignation) and by the tenth day before the expiry of such
notice a successor has not been duly appointed in accordance with Clause 11.4 (Additional
and successor agents), the Fiscal Agent or (as the case may be) Required Paying Agent may
itself, following such consultation with the Issuer to the extent practicable in the
circumstances, appoint as its successor any reputable and experienced financial institution
and give notice of such appointment to the Issuer, the remaining Paying Agents and the
Noteholders, whereupon the Issuer, the remaining Paying Agents and such successor shall
acquire and become subject to the same rights and obligations
between themselves as if they had entered into an agreement in the form mutatis mutandisof
this Agreement.
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11.6
    
    ReleaseUpon any resignation or revocation taking effect under Clause 11.1 (Resignation) or 11.2
(Revocation) or any termination taking effect under Clause 11.3 (Automatic termination), the
relevant Paying Agent shall:
 11.6.1
    
    be released and discharged from its obligations under this Agreement (save that it
shall remain entitled to the benefit of and subject to Clause 9.3 (Taxes), Clause 10
(Terms of Appointment) and Clause 11 (Changes in Paying Agents));11.6.2
    
    in the case of the Fiscal Agent, deliver to the Issuer and to its successor a copy,
certified as true and up-to-date by an officer or authorised signatory of the Fiscal
Agent, of the records maintained by it in accordance with Clause 8.1 (Records); and11.6.3
    
    forthwith (upon payment to it of any amount due to it in accordance with Clause 9
(Fees and Expenses)or Clause 10.4 (Indemnity in favour of the Paying Agents) transfer
all moneys and papers (including any unissued Notes held by it hereunder and any
documents held by it pursuant to Clause 8.9 (Documents available for inspection)) to
its successor and, upon appropriate notice, provide reasonable assistance to its
successor for the discharge of its duties and responsibilities hereunder.
 11.7
    
    MergerAny legal entity into which any Paying Agent is merged or converted or any legal entity
resulting from any merger or conversion to which such Paying Agent is a party shall, on the
date when such merger, conversion, consolidation or transfer becomes effective and to the
extent permitted by applicable law, be the successor to such Paying Agent without any
further formality, unless otherwise required by the Issuer, whereupon the Issuer, the other
Paying Agents and such successor shall acquire and become subject to the same rights and
obligations between themselves as if they had entered into an agreement in the form mutatis
mutandisof this Agreement. Notice of any such merger or conversion shall forthwith be given
by such successor to the Issuer, the other Paying Agents and the Noteholders.11.8
    
    Changes in Specified OfficesIf any Paying Agent decides to change its Specified Office (which may only be effected
within the same city unless the prior written approval of the Issuer has been obtained), it
shall give notice to the Issuer (with a copy to the other Paying Agents) of the address of
the new Specified Office stating the date on which such change is to take effect, which date
shall be not less than 30 days after the date of such notice. The Issuer shall at its own
expense not less than 14 days prior to the date on which such change is to take effect
(unless the appointment of the relevant Paying Agent is to terminate pursuant to any of the
foregoing provisions of this Clause 11 (Changes in Paying Agents) on or prior to the date of
such change) give notice thereof to the Noteholders.
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12.
    
    NOTICES12.1
    
    Addresses for noticesAll notices and communications hereunder shall be made in writing (by letter or fax) and
shall be sent as follows:
 12.1.1
    
    if to the Issuer, to it at:ASML Holding N.V.De Run 65015504 DR VeldhovenThe NetherlandsFax: +31 40 268 6221Attention: Radboud Breukers12.1.2
    
    if to a Paying Agent, to it at the address or fax number specified against its name
in Schedule 8 (Specified Offices of the Paying Agents) (or, in the case of a Paying
Agent not originally a party hereto, specified by notice to the parties hereto at the
time of its appointment) for the attention of the person or department specified
therein;
 or, in any case, to such other address or fax number or for the attention of such other
person or department as the addressee has by prior notice to the sender specified for the
purpose.
 12.2
    
    EffectivenessEvery notice or communication sent in accordance with Clause 12.1 (Addresses for notices)
shall be effective, if sent by letter or fax, upon receipt by the addresseeprovided, however, thatany such notice or communication which would otherwise take effect
after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the
immediately succeeding business day in the place of the addressee.12.3
    
    Notices to NoteholdersAny notice required to be given to Noteholders under this Agreement shall be given in
accordance with the Conditions; provided, however, that, so long as all the Notes are
represented by the Temporary Global Note or the Permanent Global Note, notices to
Noteholders shall be given in accordance with the terms of the Temporary Global Note and/or
the Permanent Global Note.12.4
    
    Notices in EnglishAll notices and other communications hereunder shall be made in the English language or
shall be accompanied by a certified English translation thereof. Any certified English
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translation delivered hereunder shall be certified a true and accurate translation by a
professionally qualified translator or by some other person competent to do so.13.
    
    LAW AND JURISDICTION13.1
    
    Governing lawThis Agreement and all matters arising from or connected with it are governed by, and shall
be construed in accordance with, the laws of The Netherlands.If the Issuer is represented by an attorney or attorneys in connection with the signing
and/or execution and/or delivery of this Agreement or any agreement or document referred to
herein or made pursuant hereto and the relevant power or powers of attorney is or are
expressed to be governed by the laws of a particular jurisdiction, it is hereby expressly
acknowledged and accepted by the other parties hereto that such laws shall govern the
existence and extent of such attorneys or attorneys authority and the effects of the
exercise thereof..13.2
    
    JurisdictionThe Issuer agrees for the benefit of the Paying Agents that the courts of Amsterdam, The
Netherlands are to have non-exclusive jurisdiction to settle any disputes which may arise
out of or in connection with this Agreement and that accordingly any suit, action or
proceedings arising thereout or in connection therewith (together referred to as
Proceedings) may be brought in the courts of The Netherlands.The Issuer irrevocably and unconditionally waives and agrees not to raise any objection
which it may have now or subsequently to the laying of the venue of any Proceedings in the
courts of Amsterdam, The Netherlands and any claim that any Proceedings have been brought in
an inconvenient forum and has further irrevocably and unconditionally agreed that a judgment
in any Proceedings brought in the courts of The Netherlands shall be conclusive and binding
upon the Issuer and may be enforced in the courts of any other jurisdiction.The submission to the jurisdiction of the courts of The Netherlands referred to above shall
not (and shall not be construed so as to) limit the right of any Paying Agent to take
Proceedings in any other court of competent jurisdiction, nor shall the taking of
Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by law.14.
    
    MODIFICATIONThis Agreement may be amended by further agreement among the parties hereto and without the
consent of the Noteholders.15.
    
    COUNTERPARTSThis Agreement may be executed in any number of counterparts, each of which shall be deemed
an original. Any party may enter into this Agreement by signing any such counterpart.
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AS WITNESS
 - 23 -




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SCHEDULE 1
 FORM OF TEMPORARY GLOBAL NOTE
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
 ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 
 TEMPORARY GLOBAL NOTE
 1.
    
    INTRODUCTIONThis Temporary Global Note is issued in respect of the EUR 600,000,000 5.75% Notes due 2017
(the Notes) of ASML Holding N.V., a Netherlands public company with limited liability
(naamloze vennootschap met beperkte aansprakelijkheid) with corporate seat in Veldhoven, The
Netherlands (the Issuer). The Notes are the subject of a fiscal agency agreement dated 13
June 2007 (as amended or supplemented from time to time, the Fiscal Agency Agreement) and
made between the Issuer, Deutsche Bank AG London Branch as fiscal agent (the Fiscal Agent,
which expression includes any successor fiscal agent appointed from time to time in
connection with the Notes) and the other paying agents named therein (together with the
Fiscal Agent, the Paying Agents, which expression includes any additional or successor
paying agents appointed from time to time in connection with the Notes).2.
    
    REFERENCES TO CONDITIONSAny reference herein to the Conditions is to the terms and conditions of the Notes set
forth as Schedule 4 to this Temporary Global Note and any reference to a numbered
Condition is to the correspondingly numbered provision thereof. Words and expressions
defined in the Conditions shall have the same meanings when used in this Temporary Global
Note.3.
    
    PROMISE TO PAY3.1
    
    Pay to BearerThe Issuer, for value received, promises to pay to the bearer of this Temporary Global Note
the principal sum of
 EUR 600,000,000
(six hundred million euros)
 (as such amount may be reduced pursuant to paragraph 3.2)
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on 13 June 2017 or on such earlier date or dates as the same may become payable in
accordance with the Conditions, and to pay interest on such principal sum in arrear on the
dates and at the rate specified in the Conditions, together with any additional amounts
payable in accordance with the Conditions, all subject to and in accordance with the
Conditions; provided, however, that such interest shall be payable only:
 3.1.1
    
    in the case of interest falling due before the Exchange Date (as defined
below), to the extent that a certificate or certificates issued by Euroclear Bank
S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme, Luxembourg
(Clearstream, Luxembourg) dated not earlier than the date on which such interest
falls due and in substantially the form set out in Schedule 3 (Form of
Euroclear/Clearstream, Luxembourg Certification) hereto is/are delivered to the
Specified Office (as defined in the Conditions) of the Fiscal Agent; or3.1.2
    
    in the case of interest falling due at any time, to the extent that the Issuer
has failed to procure the exchange for a permanent global note of that portion of this
Temporary Global Note in respect of which such interest has accrued.
 3.2
    
    Principal AmountThe principal amount of Notes represented by this Temporary Global Note shall be the amount
stated in paragraph 3.1 (Pay to Bearer) above or, if lower, the principal amount most
recently entered by or on behalf of the Issuer in the relevant column in Schedule 1
(Payments, Exchange and Cancellation of Notes).4.
    
    NEGOTIABILITYThis Temporary Global Note is negotiable and, accordingly, title to this Temporary Global
Note shall pass by delivery.5.
    
    EXCHANGEOn or after the day following the expiry of 40 days after the date of issue of this Global
Note and no later than 180 days after the issue of this Temporary Global Note (the Exchange
Date), the Issuer shall procure (in the case of first exchange) the delivery of a permanent
global note (the Permanent Global Note) in substantially the form set out in the Schedule
2 (Form of Permanent Global Note) to the Fiscal Agency Agreement to the bearer of this
Temporary Global Note or (in the case of any subsequent exchange) an increase in the
principal amount of the Permanent Global Note in accordance with its terms against:5.1
    
    presentation and (in the case of final exchange) surrender of this Temporary Global Note to
or to the order of the Fiscal Agent; and5.2
    
    receipt by the Fiscal Agent of a certificate or certificates issued by Euroclear and/or
Clearstream, Luxembourg in accordance with paragraph 5.1 dated not earlier than the Exchange
Date and in substantially the form set out in Schedule 3 (Form of Euroclear/Clearstream,
Luxembourg Certification) hereto on the basis of the certifications received by Euroclear
and/or Clearstream, Luxembourg in substantially the form set out in Schedule 2 (Form of
Accountholders Certification).
 - 25 -




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##### 



The principal amount of Notes represented by the Permanent Global Note shall be equal to the
aggregate of the principal amounts specified in the certificates issued by Euroclear and/or
Clearstream, Luxembourg and received by the Fiscal Agent; provided, however, that in no
circumstances shall the principal amount of Notes represented by the Permanent Global Note
exceed the initial principal amount of Notes represented by this Temporary Global Note.6.
    
    WRITING DOWNOn each occasion on which:6.1
    
    the Permanent Global Note is delivered or the principal amount of Notes represented thereby
is increased in accordance with its terms in exchange for a further portion of this Global
Note; or6.2
    
    Notes represented by this Temporary Global Note are to be cancelled in accordance with
Condition 5(f) (Redemption and Purchase  Cancellation),the Issuer shall procure that (a) the principal amount of Notes represented by the Permanent
Global Note, so delivered, or the principal amount of such increase shall be entered in
Schedule 1 (Payments, Exchange and Cancellation of Notes) hereto and (b) the remaining
principal amount of Notes represented by this Temporary Global Note (which shall be the
previous principal amount of Notes represented by this Temporary Global Note less the
aggregate of the amounts referred to in (a)) are entered in Schedule 1 (Payments, Exchange
and Cancellation of Notes) hereto, whereupon the principal amount of Notes represented by
this Temporary Global Note shall for all purposes be as most recently so entered.7.
    
    PAYMENTS7.1
    
    Recording of PaymentsUpon any payment being made in respect of the Notes represented by this Temporary Global
Note, the Issuer shall procure that details of such payment shall be entered in Schedule 1
(Payments, Exchange and Cancellation of Notes) hereto and, in the case of any payment of
principal, the principal amount of the Notes represented by this Temporary Global Note shall
be reduced by the principal amount so paid.7.2
    
    Discharge of Issuers obligationsPayments due in respect of Notes for the time being represented by this Temporary Global
Note shall be made to the bearer of this Temporary Global Note and each payment so made will
discharge the Issuers obligations in respect thereof. Any failure to make the entries
referred to above shall not affect such discharge.8.
    
    CONDITIONS APPLYUntil this Temporary Global Note has been exchanged as provided herein or cancelled in
accordance with the Fiscal Agency Agreement, the bearer of this Temporary Global Note shall
be subject to the Conditions and, subject as otherwise provided herein, shall be entitled to
the same rights and benefits under the Conditions as if the bearer were the
 - 26 -




---



##### 



holder of Notes in definitive form in substantially the form set out in the Schedule 3 (Form
of Definitive Note) to the Fiscal Agency Agreement and the related interest coupons.9.
    
    NOTICESNotwithstanding Condition 14 (Notices), while all of the Notes are represented by this
Temporary Global Note (or by this Temporary Global Note and the Permanent Global Note) and
this Temporary Global Note is (or this Temporary Global Note and the Permanent Global Note
are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg notices to
Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream,
Luxembourg and, in any case, such notices shall be deemed to have been given to the
Noteholders in accordance with the Condition 14 (Notices) on the date of delivery to
Euroclear and Clearstream, Luxembourg, except that so long as the Notes are admitted to
trading on the Luxembourg Stock Exchange and it is a requirement of applicable law or
regulations, such notices shall be published in a leading newspaper having general
circulation in Luxembourg (which is expected to be the Luxembourg dWort or published on the
website of the Luxemburg Stock Exchange (www.bourse.lu)).10.
    
    AUTHENTICATIONThis Temporary Global Note shall not be valid for any purpose until it has been
authenticated for and on behalf of Deutsche Bank AG London Branch as fiscal agent.11.
    
    GOVERNING LAWThis Temporary Global Note is governed by, and shall be construed in accordance with, the
laws of The Netherlands.Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do
not apply to this Global Note.
 AS WITNESS
 ASML HOLDING N.V.By:(duly authorised)
 - 27 -




---



##### 



ISSUEDon 13 June 2007AUTHENTICATEDfor and on behalf ofDEUTSCHE BANK AG LONDON BRANCHas fiscal agentwithout recourse, warranty or liabilityBy:(duly authorised)
 - 28 -




---



##### 



Schedule One to the Temporary Global Note
 PAYMENTS, EXCHANGE AND CANCELLATION OF NOTES
 Principal amountof PermanentGlobal Notethen delivered or
    
    
    
    
    
    RemainingDate of
    
    
    
    
    
    by which
    
    
    Aggregate
    
    
    principal amountpayment,
    
    
    Amount of
    
    
    Permanent
    
    
    principal amount
    
    
    of thisdelivery or
    
    
    interest then
    
    
    Global Note
    
    
    of Notes then
    
    
    Temporary
    
    
    Authorisedcancellation
    
    
    paid
    
    
    then increased
    
    
    cancelled
    
    
    Global Note
    
    
    Signature
 - 29 -




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##### 



Schedule Two to the Temporary Global Note
 FORM OF ACCOUNTHOLDERS CERTIFICATION
 ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 
 United States persons financial institutions
     [name of account holder]
as, or as agent for,
 - 30 -




---



##### 



the beneficial owner(s) of the Securities
to which this certificate relates.
 By:Authorised signatory
 - 31 -




---



##### 



Schedule Three to the Temporary Global Note
 FORM OF EUROCLEAR/CLEARSTREAM, LUXEMBOURG CERTIFICATION
 ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 
 Notes Member Organisations United States
persons financial institutions
  United States possessions
  - 32 -




---



##### 



Euroclear Bank S.A./N.V.
as operator of the Euroclear System
 or
 Clearstream Banking, société anonyme, Luxembourg
 By:Authorised signatory
 - 33 -




---



##### 



Schedule Four to the Temporary Global Note
 TERMS AND CONDITIONS OF THE NOTES
 to be inserted from Schedule 4 of the Fiscal Agency Agreement
 - 34 -




---



##### 



SCHEDULE 2
 FORM OF PERMANENT GLOBAL NOTE
 ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.
 ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 
 PERMANENT GLOBAL NOTE
 1.
    
    INTRODUCTION
 Notes naamloze
vennootschap met beperkte aansprakelijkheid Issuer Fiscal Agency Agreement Fiscal Agent Paying Agents
 2.
    
    REFERENCES TO CONDITIONS
 Conditions Terms and Conditions of the Notes Condition
 3.
    
    PROMISE TO PAY
 3.1
    
    Pay to bearer
  3.2
    
    Principal Amount
 - 35 -




---



##### 



The principal amount of Notes represented by this Global Note shall be the principal amount
initially entered by or on behalf of the Issuer in Schedule 1 (Payments, Exchanges against
Temporary Global Note, Delivery of Definitive Notes and Cancellation of Notes) or, if lower,
the principal amount most recently entered by or on behalf of the Issuer in the relevant
column in Schedule 1 (Payments, Exchanges against Temporary Global Note, Delivery of
Definitive Notes and Cancellation of Notes).
 4.
    
    NEGOTIABILITY
  5.
    
    EXCHANGE
 Definitive Notes Form of Definitive Note and Coupon
 (a)
    
    Euroclear Bank S.A./N.V. (Euroclear) or Clearstream Banking, société anonyme,
Luxembourg (Clearstream, Luxembourg) is closed for business for a continuous period
of 14 days (other than by reason of legal holidays) or announces an intention
permanently to cease business; or
 (b)
    
    any of the circumstances described in Condition 8 (Events of Default) occurs.
 6.
    
    DELIVERY OF DEFINITIVE NOTES
 Coupons
 7.
    
    FAILURE TO DELIVER DEFINITIVE NOTES OR TO REPAY
  (a)
    
    Definitive Notes have not been delivered in accordance with paragraph 6
(Delivery of Definitive Notes) above by 5.00 p.m. (Amsterdam time) on the thirtieth day
after the bearer has requested exchange of this Global Note for Definitive Notes; or
 (b)
    
    this Global Note (or any part hereof) has become due and payable in accordance
with the Conditions or the date for final redemption of this Global Note has occurred
and, in either case, payment in full of the amount of principal falling due with all
accrued interest thereon has not been made to the bearer in accordance with the terms
of this Global Note on the due date for payment,
 - 36 -




---



##### 



Relevant Time Events
of Default Direct Rights
  (a)
    
    the name of the Relevant Account Holder;
 (b)
    
    the number of Notes as credited to the securities account of the Relevant
Account Holder at the Relevant Date; and
 (c)
    
    any amount paid on by the Relevant Clearing System to the Relevant Account
Holder in respect of each Note,
    - 37 -




---



##### 



Relevant Clearing System
 Relevant Account Holder
 8.
    
    WRITING DOWN
  (a)
    
    a payment of principal is made in respect of this Global Note;
 (b)
    
    Definitive Notes are delivered; or
 (c)
    
    Notes represented by this Global Note are to be cancelled in accordance with
Condition 5(f) (Redemption and Purchase  Cancellation),
 Payments, Exchanges against Temporary Global Note, Delivery of Definitive Notes and
Cancellation of Notes
 9.
    
    WRITING UP
 9.1
    
    Initial Exchange
 Payments, Exchanges against Temporary Global Note, Delivery of Definitive Notes and
Cancellation of Notes
 9.2
    
    Subsequent ExchangeIf at any subsequent time any further portion of such temporary global note is exchanged for
an interest in this Global Note, the principal amount of Notes represented by this Global
Note shall be increased by the amount of such further portion, and the Issuer shall
 - 38 -




---



##### 



procure that the principal amount of Notes represented by this Global Note (which shall be
the previous principal amount of Notes represented by this Global Note plus the amount of
such further portion) is entered in Schedule 1 (Payments, Exchanges against Temporary Global
Note, Delivery of Definitive Notes and Cancellation of Notes) hereto, whereupon the
principal amount of this Global Note shall for all purposes be as most recently so entered.10.
    
    PAYMENTS10.1
    
    Recording of PaymentsUpon any payment being made in respect of the Notes represented by this Global Note, the
Issuer shall procure that details of such payment shall be entered in Schedule 1 (Payments,
Exchanges against Temporary Global Note, Delivery of Definitive Notes and Cancellation of
Notes) hereto and, in the case of any payment of principal, the principal amount of the
Notes represented by this Global Note shall be reduced by the principal amount so paid.10.1
    
    Discharge of Issuers obligationsPayments due in respect of Notes for the time being represented by this Global Note shall be
made to the bearer of this Global Note and each payment so made will discharge the Issuers
obligations in respect thereof. Any failure to make the entries referred to above shall not
affect such discharge.11.
    
    CONDITIONS APPLYUntil this Global Note has been exchanged as provided herein or cancelled in accordance with
the Fiscal Agency Agreement, the bearer of this Global Note shall be subject to the
Conditions and, subject as otherwise provided herein, shall be entitled to the same rights
and benefits under the Conditions as if it were the holder of Definitive Notes and the
related Coupons.12.
    
    EXERCISE OF PUT OPTIONIn order to exercise the option contained in Condition 5(c) (Redemption at the option of
Noteholders upon a Change of Control) (the Put Option), the bearer of this Global Note
must, within the period specified in the Conditions for the deposit of the relevant Note and
Put Option Notice, give written notice of such exercise to the Fiscal Agent specifying the
principal amount of Notes in respect of which the Put Option is being exercised. Any such
notice shall be irrevocable and may not be withdrawn.13.
    
    EXERCISE OF CALL OPTIONIn connection with an exercise of the option contained in Condition 5(d) (Redemption at the
option of the Issuer) in relation to some but less than all of the Notes, this Global Note
may be redeemed in part in the principal amount specified by the Issuer in accordance with
the Conditions and the Notes to be redeemed will be selected in accordance with the rules
and procedures of Euroclear and Clearstream, Luxembourg (to
 - 39 -




---



##### 



be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor
or a reduction in principal amount, at their discretion).
 14.
    
    NOTICESNotwithstanding Condition 14 (Notices), while all the Notes are represented by this Global
Note (or by this Global Note and a temporary global note) and this Global Note is (or this
Global Note and a temporary global note are) deposited with a common depositary for
Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of
the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices
shall be deemed to have been given to the Noteholders in accordance with the Condition 14
(Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg, except that, for
so long as the Notes are admitted to trading on the Luxembourg Stock Exchange and it is a
requirement of applicable law or regulations, such notices shall be published in a leading
newspaper having general circulation in Luxembourg (which is expected to be the Luxembourg
dWort) or published on the website if the Luxembourg Stock Exchange (www.bourse.lu)).15.
    
    AUTHENTICATIONThis Global Note shall not be valid for any purpose until it has been authenticated for and
on behalf of Deutsche Bank AG London Branch as fiscal agent.16.
    
    GOVERNING LAWThis Global Note is governed by, and shall be construed in accordance with, the laws of The
Netherlands.Articles 229(e) to 229(k) of The Netherlands Commercial Code (Wetboek van Koophandel) do
not apply to this Global Note.
 AS WITNESS
 ASML HOLDING N.V.
 By:(duly authorised)
 - 40 -




---



##### 



ISSUED
 AUTHENTICATED
 By:(duly authorised)
 - 41 -




---



##### 



Schedule One to the Permanent Global Note
 PAYMENTS, EXCHANGES AGAINST TEMPORARY GLOBAL NOTE, DELIVERY
OF DEFINITIVE NOTES AND CANCELLATION OF NOTES
 Principal
    
    
    
    AggregateDate of
    
    
    
    
    
    
    
    amount of
    
    
    
    principal
    
    
    
    Aggregatepayment,
    
    
    
    
    
    
    
    Temporary
    
    
    
    amount of
    
    
    
    principal
    
    
    
    New principalexchange,
    
    
    Amount of
    
    
    
    Global Note
    
    
    
    Definitive
    
    
    
    amount of
    
    
    
    amount ofdelivery or
    
    
    interest then
    
    
    
    then
    
    
    
    Notes then
    
    
    
    Notes then
    
    
    
    this Global
    
    
    
    Authorisedcancellation
    
    
    paid
    
    
    
    exchanged
    
    
    
    delivered
    
    
    
    cancelled
    
    
    
    Note
    
    
    
    signature
 - 42 -




---



##### 



Schedule Two to the Permanent Global Note
 TERMS AND CONDITIONS OF THE NOTES
 to be inserted from Schedule 4 of the Fiscal Agency Agreement
 - 43 -




---



##### 



SCHEDULE 3
 FORM OF DEFINITIVE NOTE AND COUPON
 FORM OF DEFINITIVE NOTE
 [On the face of the Note:]
 [denomination]
  ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 
 Notes naamloze vennootschap met beperkte aansprakelijkheid Issuer
  ([  ])
 Conditions
   - 44 -




---



##### 



AS WITNESS
 ASML HOLDING N.V.
 By:[facsimile signature](duly authorised)
 ISSUED
 AUTHENTICATED
 By:[manual signature](duly authorised)
 - 45 -




---



##### 



TERMS AND CONDITIONS
  [At the foot of the Terms and Conditions:]
 FISCAL AGENT
      PAYING AGENT
    - 46 -




---



##### 



FORM OF COUPON
 [On the face of the Coupon:]
 ASML HOLDING N.V.
 EUR 600,000,000 5.75% Notes due 2017
  Conditions
  On the reverse of the Coupon:
 Fiscal Agent
 Paying Agent:
 - 47 -




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##### 



SCHEDULE 4
 TERMS AND CONDITIONS OF THE NOTES
 Notes Further issues naamloze
vennootschap met beperkte aansprakelijkheid Issuer Agency Agreement Fiscal Agent Paying Agents Noteholder Noteholders Couponholders Coupons
 1.
    
    FORM, DENOMINATION AND TITLE
  2.
    
    STATUS
 pari passu pari passu
 3.
    
    NEGATIVE PLEDGE
  (a)
    
    the Issuer will not secure by mortgage, lien, pledge or other security interest
upon the whole or part of its assets or revenues any present or future Public Debt (as
defined below) of the Issuer or any Subsidiary; and
 - 48 -




---



##### 



(b)
    
    the Issuer shall procure that none of its Subsidiaries will secure by mortgage,
lien, pledge or other security interest upon the whole or part of its assets or
revenues any present or future Public Debt (as defined below) of the Issuer or any
Subsidiary,
  Negative Pledge Public Debt
  Person
 Subsidiary first Person second Person
 (a)
    
    whose affairs and policies the first Person controls or has the power to
control, whether by ownership of share capital, contract, the power to appoint or
remove members of the governing body of the second Person or otherwise; or(b)
    
    whose financial statements are, in accordance with applicable law and generally
accepted accounting principles, consolidated with those of the first Person.
 4.
    
    INTEREST
 Issue Date Rate of Interest Interest Payment Date Payments
   - 49 -




---



##### 



Day Count Fraction
 Regular Period
 5.
    
    REDEMPTION AND PURCHASE
 (a)
    
    Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will
be redeemed at their principal amount on 13 June 2017, subject as provided in Condition 6
(Payments).(b)
    
    Redemption for tax reasons: The Notes may be redeemed at the option of the Issuer in whole,
but not in part, at any time, on giving not less than 30 nor more than 60 days notice to the
Noteholders (which notice shall be irrevocable), at their principal amount, together with
interest accrued to the date fixed for redemption, if:
 (i)
    
    the Issuer has or will become obliged to pay additional amounts as provided or
referred to in Condition 7 (Taxation) as a result of any change in, or amendment to,
the laws or regulations of The Netherlands or any political subdivision or any
authority thereof or therein having power to tax, or any change in the application or
official interpretation of such laws or regulations (including a holding by a court of
competent jurisdiction), which change or amendment becomes effective on or after 11
June 2007; and(ii)
    
    such obligation cannot be avoided by the Issuer taking reasonable measures
available to it;
 provided, however, that
  (A)
    
    a certificate signed by two managing directors of the Issuer stating that the
Issuer is entitled to effect such redemption and setting forth a statement of facts
showing that the conditions precedent to the right of the Issuer so to redeem have
occurred; and(B)
    
    an opinion of independent legal advisers of recognised standing to the effect
that the Issuer has or will become obliged to pay such additional amounts as a result
of such change or amendment.
 - 50 -




---



##### 



Redemption for
tax reasons Redemption for tax reasons
 (c)
    
    Redemption at the option of Noteholders upon a Change of Control: Upon the occurrence of a
Put Event (as defined below) each Noteholder will have the option (the Put Option) to
require the Issuer to redeem such Note on the Put Settlement Date (as defined below) at a
price equal to 101 per cent. of its principal amount together with interest accrued to (but
excluding) such date.
 Put Event Notice Notices
 Put Period Put Option Notice Put Option Receipt Put Settlement Date
 Business Day Target System
 Redemption at the option of Noteholders upon a change of control provided, however, that Redemption at the option of
Noteholders upon a change of control
 - 51 -




---



##### 



Redemption at the option of Noteholders upon a change of control Put Event
 Change of Control
 (i)
    
    Control of the Issuer is acquired or deemed to be held by a Person or any
Persons acting in concert which at 11 June 2007 does or do not have (and would not be
deemed to have) such Control; or(ii)
    
    the Issuer consolidates with or merges into any other corporation (unless the
shareholders of the Issuer immediately before such transaction own, directly or
indirectly immediately following such transaction, at least a majority of the combined
voting power of the outstanding voting securities of the corporation resulting from
such transaction in substantially the same relative proportions as their ownership of
the share capital immediately before such transaction),
 provided raad van
commissarissen raad van bestuur
 Control
 Rating Downgrade
 (i)
    
    within the Change of Control Period:
 (a)
    
    the investment grade credit rating (Baa3/BBB-, or equivalent,
or better) assigned to the Notes by any Rating Agency is (x) either downgraded
to a non-investment grade credit rating (Ba1/BB+, or equivalent, or worse) or
withdrawn and (y) is not within the Change of Control Period subsequently (in
the case of a downgrade) upgraded or (in the case of a withdrawal) reinstated
to an investment grade credit rating by such Rating Agency; or(b)
    
    the non-investment grade credit rating (Ba1/BB+, or
equivalent, or worse) assigned to the Notes by any Rating Agency is (x)
downgraded by one or more notches (for illustration, Ba1/BB+ to Ba2/BB being
one
 - 52 -




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##### 



(c)
    
    the Notes have no credit rating, and no Rating Agency assigns
within the Change of Control Period an investment grade credit rating to the
Notes (unless the Issuer is unable to obtain such a rating within such period
having used all reasonable endeavours to do so and such failure is unconnected
to the Change of Control), provided that if on the Relevant Announcement Date
the Notes carry a credit rating from more than one rating agency, at least one
of which is investment grade, then subparagraph (a) will apply; and
 (ii)
    
    in making the relevant decision(s) referred to in (a) and (b) above, the
relevant Rating Agency announces publicly or confirms in writing to the Issuer, the
Fiscal Agent or any Noteholder, that such decision(s) resulted directly, in whole or to
a significant degree, from the occurrence of the Change of Control or, as the case may
be, potential Change of Control,
 Redemption at the option of Noteholders upon
a change of control
 Rating Agencies Rating Agency
 Change of Control Period
 Relevant Announcement Date
 (d)
    Redemption at the option of the Issuer: The Notes may be redeemed at the option of the Issuer
in whole or in part on any date (each, a Call Settlement Date) on the Issuers giving not
less than 30 nor more than 60 days notice to the Noteholders (which notice shall be
irrevocable and shall oblige the Issuer to redeem the Notes on the relevant Call
 - 53 -




---



##### 



Early Redemption Amount
 Redemption and Purchase
 Applicable Premium
   (A)
    
    the present value at such Call Settlement Date of (i) the
principal amount of the Notes at maturity plus(ii) all required interest
payments due on the Note through 13 June 2017 (excluding accrued but unpaid
interest to the Call Settlement Date), computed using a discount rate equal to
the Bund Rate as of the third Business Day prior to such Call Settlement Date
plus 50 basis points; over(B)
    
    the principal amount of the Note, if greater.
 Bund Rate
 (i)
    
    Comparable German Bund Issue means the German Bundesanleihe security
selected by any Reference German Bund Dealer as having a fixed maturity most nearly
equal to the period from such Call Settlement Date to 13 June 2017 and that would be
utilised, at the time of selection and in accordance with customary financial
practice, in pricing new issues of Euro denominated corporate debt securities in a
principal amount approximately equal to the then outstanding principal amount of the
Notes and of a maturity most nearly equal to 13 June 2017; provided, however, that, if
the period from such Call Settlement Date to 13 June 2017 is less than one year, a
fixed maturity of one year shall be used;(ii)
    
    Comparable German Bund Price means, with respect to any relevant date, the
average of all Reference German Bund Dealer Quotations for such date (which, in any
event, must include at least two such quotations), after excluding the highest and
lowest such Reference German Bund Dealer Quotations or, if the Issuer obtains fewer
than four such Reference German Bund Dealer Quotations, the average of all such
quotations;(iii)
    
    Reference German Bund Dealer means any dealer of German Bundesanleihe
securities appointed by the Issuer; and
 - 54 -




---



##### 



(iv)
    
    Reference German Bund Dealer Quotations means, with respect to each
Reference German Bund Dealer and any relevant date, the average as determined by the
Issuer of the bid and offered prices for the Comparable German Bund Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the Issuer
by such Reference German Bund Dealer at or about 3:30 p.m. Frankfurt, Germany time on
the third business day (being for this purpose a day on which banks are open for
business in Frankfurt and London) preceding the relevant date.
 (e)
    
    Purchase: The Issuer or any of its Subsidiaries may at any time purchase Notes in the open
market or otherwise and at any price, provided thatall unmatured Coupons are purchased
therewith.(f)
    
    Cancellation: All Notes so redeemed or purchased by the Issuer or any of its Subsidiaries and
any unmatured Coupons attached to or surrendered with them shall be cancelled and may not be
reissued or resold.6.
    
    PAYMENTS(a)
    
    Principal: Payments of principal shall be made only against presentation and (provided that
payment is made in full) surrender of Notes at the Specified Office of any Paying Agent
outside the United States by transfer to a Euro account (or other account to which Euro may be
credited or transferred) maintained by the payee with, a bank in a city in which banks have
access to the Target System.(b)
    
    Interest: Payments of interest shall, subject to paragraph (f) (Payments other than in
respect of matured Coupons) below, be made only against presentation and (provided that
payment is made in full) surrender of the appropriate Coupons at the Specified Office of any
Paying Agent outside the United States in the manner described in paragraph (a) (Principal)
above.(c)
    
    Payments subject to fiscal laws: All payments in respect of the Notes are subject in all
cases to any applicable fiscal or other laws and regulations in the place of payment, but
without prejudice to the provisions of Condition 7 (Taxation). No commissions or expenses
shall be charged to the Noteholders or Couponholders in respect of such payments.(d)
    
    Deduction for unmatured Coupons: If a Note is presented without all unmatured Coupons
relating thereto, then:
 (i)
    
    if the aggregate amount of the missing Coupons is less than or equal to the
amount of principal due for payment, a sum equal to the aggregate amount of the missing
Coupons will be deducted from the amount of principal due for payment; provided,
however, thatif the gross amount available for payment is less than the amount of
principal due for payment, the sum deducted will be that proportion of the aggregate
amount of such missing Coupons which the gross amount actually available for payment
bears to the amount of principal due for payment;
 - 55 -




---



##### 



(ii)
    
    if the aggregate amount of the missing Coupons is greater than the amount of
principal due for payment:
 (A)
    
    so many of such missing Coupons shall become void (in inverse
order of maturity) as will result in the aggregate amount of the remainder of
such missing Coupons (the Relevant Coupons) being equal to the amount of
principal due for payment; provided, however, thatwhere this sub-paragraph
would otherwise require a fraction of a missing Coupon to become void, such
missing Coupon shall become void in its entirety; and(B)
    
    a sum equal to the aggregate amount of the Relevant Coupons
(or, if less, the amount of principal due for payment) will be deducted from
the amount of principal due for payment; provided, however, that, if the gross
amount available for payment is less than the amount of principal due for
payment, the sum deducted will be that proportion of the aggregate amount of
the Relevant Coupons (or, as the case may be, the amount of principal due for
payment) which the gross amount actually available for payment bears to the
amount of principal due for payment.
 Principal provided that
 (e)
    
    Payments on Business Days: If the due date for payment of any amount in respect of any Note
or Coupon is not a Business Day in the place of presentation, the holder shall not be entitled
to payment in such place of the amount due until the next succeeding Business Day in such
place and shall not be entitled to any further interest or other payment in respect of any
such delay.
 (f)
    
    Payments other than in respect of matured Coupons: Payments of interest other than in respect
of matured Coupons shall be made only against presentation of the relevant Notes at the
Specified Office of any Paying Agent outside the United States.
 (g)
    
    Partial payments: If a Paying Agent makes a partial payment in respect of any Note or Coupon
presented to it for payment, such Paying Agent will endorse thereon a statement indicating the
amount and date of such payment.
 7.
    
    TAXATION
  - 56 -




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##### 



have been received by them had no such withholding or deduction been required (the
Additional Amounts), except that no such additional amounts shall be payable in respect of
any Note or Coupon presented for payment:
 (a)
    
    by or on behalf of a holder which is liable to such taxes, duties, assessments
or governmental charges in respect of such Note or Coupon by reason of its having some
connection with The Netherlands other than the mere holding of the Note or Coupon; or(b)
    
    where such withholding or deduction is imposed on a payment to an individual
and is required to be made pursuant to European Council Directive 2003/48/EC or any
other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000 or any law implementing or complying with, or introduced in order to
conform to, such Directive; or(c)
    
    by or on behalf of a holder who would have been able to avoid such withholding
or deduction by presenting the relevant Note or Coupon to another Paying Agent in a
member state of the European Union; or(d)
    
    more than 30 days after the Relevant Date except to the extent that the holder
of such Note or Coupon would have been entitled to such Additional Amounts on
presenting such Note or Coupon for payment on the last day of such period of 30 days.
 Relevant Date
 Taxation
  8.
    
    EVENTS OF DEFAULT
  (a)
    
    Non-payment: the Issuer fails to pay any amount of principal or interest in
respect of the Notes within 15 days of the due date for payment thereof; or
 (b)
    
    Breach of other obligations: the Issuer defaults in the performance or
observance of any of its other obligations under or in respect of the Notes and such
default remains unremedied for 30 days after written notice thereof, addressed to the
Issuer by any Noteholder, has been delivered to the Issuer or to the Specified Office
of the Fiscal Agent; or
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##### 



(c)
    
    Cross-acceleration of Issuer or Subsidiary:
 (i)
    
    any Indebtedness of the Issuer or any of its Subsidiaries is
not paid when due or (as the case may be) within any originally applicable
grace period;(ii)
    
    any such Indebtedness becomes due and payable prior to its
stated maturity otherwise than at the option of the Issuer or (as the case may
be) the relevant Subsidiary or (provided thatno event of default, howsoever
described, has occurred) any person entitled to such Indebtedness provided
that the same is not remedied within 15 Business Days after such event occurs;
or(iii)
    
    the Issuer or any of its Subsidiaries fails to pay any
amount payable by it under any Guarantee of any Indebtedness when due or (as
the case may be) within any originally applicable grace period;
 provided that(A) the obligation in respect of such non-payment is not being
disputed in good faith by the Issuer or any of its Subsidiaries and (B) the amount
of Indebtedness referred to in subparagraph (i) and/or sub-paragraph (ii) above
and/or the amount payable under any Guarantee referred to in sub-paragraph (iii)
above individually or in the aggregate exceeds EUR 20,000,000 (or its equivalent in
any other currency or currencies); or(d)
    
    Unsatisfied judgment: one or more final judgment(s) or final order(s) for the
payment of any amount/an amount in excess of EUR 20,000,000 (or its equivalent in any
other currency or currencies) is rendered against the Issuer or any of its Subsidiaries
and continue(s) unsatisfied and unstayed for a period of 30 days after the date(s)
thereof or, if later, the date therein specified for payment; or(e)
    
    Insolvency, etc: (i) the Issuer or any of its Material Subsidiaries takes any
action for a readjustment or deferment of any of its obligations or makes a general
assignment or an arrangement or composition with or for the benefit of its creditors or
declares a moratorium in respect of any of its Indebtedness or any Guarantee of any
Indebtedness given by it, (ii) the Issuer or any of its Material Subsidiaries becomes
bankrupt (wordt failliet verklaard) or subject to a moratorium of payments (surseance
van betaling) or (iii) the Issuer or any of its Material Subsidiaries ceases or
threatens to cease to carry on all or any substantial part of its business (otherwise
than, in the case of a Material Subsidiary of the Issuer, for the purposes of or
pursuant to an amalgamation, reorganisation or restructuring whilst solvent); or(f)
    
    Winding up, etc: an order is made or an effective resolution is passed for the
winding up, liquidation or dissolution of the Issuer or any of its Material
Subsidiaries (otherwise than, in the case of a Material Subsidiary of the Issuer, for
the purposes of or pursuant to an amalgamation, reorganisation or restructuring whilst
solvent),
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Events of Default
 Guarantee
 (a)
    
    any obligation to purchase such Indebtedness;(b)
    
    any obligation to lend money, to purchase or subscribe shares or other
securities or to purchase assets or services in order to provide funds for the payment
of such Indebtedness;(c)
    
    any indemnity against the consequences of a default in the payment of such
Indebtedness; and(d)
    
    any other agreement to be responsible for such Indebtedness;
 Indebtedness
 (a)
    
    amounts raised by acceptance under any acceptance credit facility;(b)
    
    amounts raised under any note purchase facility;(c)
    
    the amount of any liability in respect of leases or hire purchase contracts
which would, in accordance with applicable law and generally accepted accounting
principles, be treated as finance or capital leases;(d)
    
    the amount of any liability in respect of any purchase price for assets or
services the payment of which is deferred for a period in excess of 60 days; and(e)
    
    amounts raised under any other transaction (including, without limitation, any
forward sale or purchase agreement) having the commercial effect of a borrowing;
 Material Subsidiary
 (a)
    
    whose gross revenues attributable to the Issuer (consolidated in the case of a
Subsidiary which itself has Subsidiaries) or whose total assets (consolidated in the
case of a Subsidiary which itself has Subsidiaries) represent not less than 5 per cent.
of the consolidated gross revenues of the Issuer and its Subsidiaries taken as a whole
attributable to the shareholders of the Issuer, or, as the case may be, consolidated
total assets of the Issuer and its Subsidiaries taken as a whole, all as calculated
respectively by reference to the then latest audited accounts (consolidated or, as the
case may be, unconsolidated) of the Subsidiary and the then latest audited consolidated
accounts of the Issuer and its Subsidiaries; or
 - 59 -




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##### 



(b)
    
    to which is transferred the whole or substantially the whole of the undertaking
and assets of a Subsidiary of the Issuer which immediately before the transfer is a
Material Subsidiary,
   9.
    
    PRESCRIPTION
  10.
    
    REPLACEMENT OF NOTES AND COUPONS
  11.
    
    PAYING AGENTS
  provided,
however, that
  12.
    
    MEETINGS OF NOTEHOLDERS; MODIFICATION(a)
    
    Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of
Noteholders to consider matters relating to the Notes, including the modification of any
provision of these Conditions. Any such modification may be made
 - 60 -




---



##### 



if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer
and shall be convened by it upon the request in writing of Noteholders holding not less than
one-tenth of the aggregate principal amount of the outstanding Notes. The quorum at any
meeting convened to vote on an Extraordinary Resolution will be two or more persons holding
or representing one more than half of the aggregate principal amount of the outstanding
Notes or, at any adjourned meeting, two or more persons being or representing Noteholders
whatever the principal amount of the Notes held or represented; provided, however, that
certain proposals (including any proposal to change any date fixed for payment of principal
or interest in respect of the Notes, to reduce the amount of principal or interest payable
on any date in respect of the Notes, to alter the method of calculating the amount of any
payment in respect of the Notes or the date for any such payment, to change the currency of
payments under the Notes or to change the quorum requirements relating to meetings or the
number of votes required to pass an Extraordinary Resolution (each, a Reserved Matter))
may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at
which two or more persons holding or representing not less than three-quarters or, at any
adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes
form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding
on all the Noteholders and Couponholders, whether present or not.In addition, a resolution in writing signed by or on behalf of all Noteholders who for the
time being are entitled to receive notice of a meeting of Noteholders will take effect as if
it were an Extraordinary Resolution. Such a resolution in writing may be contained in one
document or several documents in the same form, each signed by or on behalf of one or more
Noteholders.(b)
    
    Modification: The Issuer may make amendments to the Notes and these Conditions without the
consent of the Noteholders or the Couponholders that are (i) not prejudicial to the interests
of the Noteholders, (ii) of a formal, minor or technical nature or (iii) made to correct a
manifest error. In addition, the parties to the Agency Agreement may agree to modify any
provision thereof, but the Issuer shall not agree, without the consent of the Noteholders, to
any such modification unless it is of a formal, minor or technical nature, it is made to
correct a manifest error or it is, in the opinion of such parties, not materially prejudicial
to the interests of the Noteholders.13.
    
    FURTHER ISSUESThe Issuer may from time to time, without the consent of the Noteholders or the
Couponholders, create and issue further notes having the same terms and conditions as the
Notes in all respects (or in all respects except for the first payment of interest) so as to
form a single series with the Notes.14.
    
    NOTICESNotices to the Noteholders shall be valid if published in a leading newspaper having general
circulation in Luxembourg (which is expected to be Luxembourg dWort) and/or on the website
of the Luxembourg Stock Exchange (www.bourse.lu). Any such notice shall be deemed to have
been given on the date of first publication. Couponholders shall
 - 61 -




---



##### 



be deemed for all purposes to have notice of the contents of any notice given to the
Noteholders.15.
    
    GOVERNING LAW AND JURISDICTIONThe Notes and the Coupons are governed by, and will be construed in accordance with, the
laws of The Netherlands.The Issuer agrees for the benefit of the Noteholders and the Couponholders that the courts
of Amsterdam, The Netherlands are to have non-exclusive jurisdiction to settle any disputes
which may arise out of or in connection with the Notes or the Coupons and that accordingly
any suit, action or proceedings arising thereout or in connection therewith (together
referred to as Proceedings) may be brought in the courts of The Netherlands.The Issuer irrevocably and unconditionally waives and agrees not to raise any objection
which it may have now or subsequently to the laying of the venue of any Proceedings in the
courts of Amsterdam, The Netherlands and any claim that any Proceedings have been brought in
an inconvenient forum and has further irrevocably and unconditionally agreed that a judgment
in any Proceedings brought in the courts of The Netherlands shall be conclusive and binding
upon the Issuer and may be enforced in the courts of any other jurisdiction.The submission to the jurisdiction of the courts of The Netherlands referred to above shall
not (and shall not be construed so as to) limit the right of any Noteholder or Couponholder
to take Proceedings in any other court of competent jurisdiction, nor shall the taking of
Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent permitted by law.There will appear at the foot of the Conditions endorsed on each Note in definitive form the
names and Specified Offices of the Fiscal Agent and the Paying Agents as set out at the end
of this Offering Memorandum.
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SCHEDULE 5
 PROVISIONS FOR MEETINGS OF THE NOTEHOLDERS
 1.
    
    DefinitionsIn this Agreement and the Conditions, the following expressions have the following meanings:Block Voting Instruction means, in relation to any Meeting, a document in the English
language issued by a Paying Agent:
 (a)
    
    certifying that certain specified Notes (the deposited Notes) have been
deposited with such Paying Agent (or to its order at a bank or other depositary) or
blocked in an account with a clearing system and will not be released until the earlier
of:
 (i)
    
    the conclusion of the Meeting; and(ii)
    
    the surrender to such Paying Agent, not less than 48 hours
before the time fixed for the Meeting (or, if the Meeting has been adjourned,
the time fixed for its resumption), of the receipt for the deposited or
blocked Notes and notification thereof by such Paying Agent to the Issuer;
 (b)
    
    certifying that the depositor of each deposited Note or a duly authorised
person on its behalf has instructed the relevant Paying Agent that the votes
attributable to such deposited Note are to be cast in a particular way on each
resolution to be put to the Meeting and that, during the period of 48 hours before the
time fixed for the Meeting, such instructions may not be amended or revoked;(c)
    
    listing the total number and (if in definitive form) the certificate numbers of
the deposited Notes, distinguishing for each resolution between those in respect of
which instructions have been given to vote for, or against, the resolution; and(d)
    
    authorising a named individual or individuals to vote in respect of the
deposited Notes in accordance with such instructions;
 Chairman
 Extraordinary Resolution
 Meeting
 Proxy
 (a)
    
    any such person whose appointment has been revoked and in relation to whom the
Fiscal Agent has been notified in writing of such revocation by the time which is 48
hours before the time fixed for such Meeting; and
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(b)
    
    any such person appointed to vote at a Meeting which has been adjourned for
lack of a quorum and who has not been re-appointed to vote at the Meeting when it is
resumed;
 Relevant Fraction
 (a)
    
    for all business other than voting on an Extraordinary Resolution, one tenth;(b)
    
    for voting on any Extraordinary Resolution other than one relating to a
Reserved Matter, one more than half; and(c)
    
    for voting on any Extraordinary Resolution relating to a Reserved Matter, three
quarters;
 provided, however, that
 (i)
    
    for all business other than voting on an Extraordinary Resolution relating to a
Reserved Matter, the fraction of the aggregate principal amount of the outstanding
Notes represented or held by the Voters actually present at the Meeting; and(ii)
    
    for voting on any Extraordinary Resolution relating to a Reserved Matter, one
quarter;
 Reserved Matter
 (a)
    
    to change any date fixed for payment of principal or interest in respect of the
Notes, to reduce the amount of principal or interest payable on any date in respect of
the Notes or to alter the method of calculating the amount of any payment in respect of
the Notes on redemption or maturity or the date for any such payment;(b)
    
    to effect the exchange or substitution of the Notes for, or the conversion of
the Notes into, shares, bonds or other obligations or securities of the Issuer or any
other person or body corporate formed or to be formed;(c)
    
    to change the currency in which amounts due in respect of the Notes are
payable;(d)
    
    to change the quorum required at any Meeting or the principal amount of Notes
required to pass an Extraordinary Resolution; or(e)
    
    to amend this definition;
 Voter
 Voting Certificate
 - 64 -




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##### 



(a)
    
    that certain specified Notes (the deposited Notes) have been deposited with
such Paying Agent (or to its order at a bank or other depositary) or blocked in an
account with a clearing system and will not be released until the earlier of:
 (i)
    
    the conclusion of the Meeting; and(ii)
    
    the surrender of such certificate to such Paying Agent; and
 (b)
    
    that the bearer of such certificate is entitled to attend and vote at the
Meeting in respect of the deposited Notes;
 Written Resolution means a resolution in writing signed by or on behalf of all holders of
Notes who for the time being are entitled to receive notice of a Meeting in accordance with
the provisions of this Schedule, whether contained in one document or several documents in
the same form, each signed by or on behalf of one or more such holders of the Notes;24 hours means a period of 24 hours including all or part of a day upon which banks are
open for business in both the places where the relevant Meeting is to be held and in each of
the places where the Paying Agents have their Specified Offices (disregarding for this
purpose the day upon which such Meeting is to be held) and such period shall be extended by
one period or, to the extent necessary, more periods of 24 hours until there is included as
aforesaid all or part of a day upon which banks are open for business as aforesaid; and48 hours means 2 consecutive periods of 24 hours.2.
    
    Issue of Voting Certificates and Block Voting InstructionsThe holder of a Note may obtain a Voting Certificate from any Paying Agent or require any
Paying Agent to issue a Block Voting Instruction by depositing such Note with such Paying
Agent or arranging for such Note to be (to its satisfaction) held to its order or under its
control or blocked in an account with a clearing system not later than 48 hours before the
time fixed for the relevant Meeting. A Voting Certificate or Block Voting Instruction shall
be valid until the release of the deposited Notes to which it relates. So long as a Voting
Certificate or Block Voting Instruction is valid, the bearer thereof (in the case of a
Voting Certificate) or any Proxy named therein (in the case of a Block Voting Instruction)
shall be deemed to be the holder of the Notes to which it relates for all purposes in
connection with the Meeting. A Voting Certificate and a Block Voting Instruction cannot be
outstanding simultaneously in respect of the same Note.3.
    
    References to deposit/release of NotesWhere Notes are represented by the Temporary Global Note and/or the Permanent Global Note,
references to the deposit, or release, of Notes shall be construed in accordance with the
usual practices (including blocking the relevant account) of such clearing system.4.
    
    Validity of Block Voting Instructions
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##### 



A Block Voting Instruction shall be valid only if it is deposited at the Specified Office of
the Fiscal Agent, or at some other place approved by the Fiscal Agent, at least 24 hours
before the time fixed for the relevant Meeting or the Chairman decides otherwise before the
Meeting proceeds to business. If the Fiscal Agent requires, a notarised copy of each Block
Voting Instruction and satisfactory proof of the identity of each Proxy named therein shall
be produced at the Meeting. The Fiscal Agent shall not be obliged to investigate the
validity of any Block Voting Instruction or the authority of any Proxy.5.
    
    Convening of MeetingThe Issuer may convene a Meeting at any time, and shall be obliged to do so upon the request
in writing of Noteholders holding not less than one tenth of the aggregate principal amount
of the outstanding Notes.6.
    
    NoticeAt least 21 days notice (exclusive of the day on which the notice is given and of the day
on which the relevant Meeting is to be held) specifying the date, time and place of the
Meeting shall be given to the Noteholders and the Paying Agents (with a copy to the Issuer).
The notice shall set out the full text of any resolutions to be proposed and shall state
that the Notes may be deposited with, or to the order of, any Paying Agent for the purpose
of obtaining Voting Certificates or appointing Proxies not later than 48 hours before the
time fixed for the Meeting.7.
    
    ChairmanAn individual (who may, but need not, be a Noteholder) nominated in writing by the Issuer
may take the chair at any Meeting but, if no such nomination is made or if the individual
nominated is not present within 15 minutes after the time fixed for the Meeting, those
present shall elect one of themselves to take the chair failing which, the Issuer may
appoint a Chairman. The Chairman of an adjourned Meeting need not be the same person as was
the Chairman of the original Meeting.8.
    
    QuorumThe quorum at any Meeting shall be at least two Voters representing or holding not less than
the Relevant Fraction of the aggregate principal amount of the outstanding Notes; provided,
however, that, so long as at least the Relevant Fraction of the aggregate principal amount
of the outstanding Notes is represented by the Temporary Global Note and/or the Permanent
Global Note, a single Proxy representing the holder thereof shall be deemed to be two Voters
for the purpose of forming a quorum.9.
    
    Adjournment for want of quorumIf within 15 minutes after the time fixed for any Meeting a quorum is not present, then:
 (a)
    
    in the case of a Meeting requested by Noteholders, it shall be dissolved; and(b)
    
    in the case of any other Meeting, it shall be adjourned for such period (which
shall be not less than 14 days and not more than 42 days) and to such place as the
Chairman determines; provided, however, that:
 
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(i)
    
    the Meeting shall be dissolved if the Issuer so decides; and(ii)
    
    no Meeting may be adjourned more than once for lack of a
quorum.
 10.
    
    Adjourned MeetingThe Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such
Meeting from time to time and from place to place, but no business shall be transacted at
any adjourned Meeting except business which might lawfully have been transacted at the
Meeting from which the adjournment took place.11.
    
    Notice following adjournmentParagraph 6 (Notice) shall apply to any Meeting which is to be resumed after adjournment for
want of a quorum save that:
 (a)
    
    10 days notice (exclusive of the day on which the notice is given and of the
day on which the Meeting is to be resumed) shall be sufficient; and(b)
    
    the notice shall specifically set out the quorum requirements which will apply
when the Meeting resumes.
 It shall not be necessary to give notice of the resumption of a Meeting which has been
adjourned for any other reason.12.
    
    ParticipationThe following may attend and speak at a Meeting:
 (a)
    
    Voters;(b)
    
    representatives of the Issuer and the Fiscal Agent;(c)
    
    the financial advisers of the Issuer;(d)
    
    the legal counsel to the Issuer and the Fiscal Agent; and(e)
    
    any other person approved by the Meeting.
 13.
    
    Show of handsEvery question submitted to a Meeting shall be decided in the first instance by a show of
hands. Unless a poll is validly demanded before or at the time that the result is declared,
the Chairmans declaration that on a show of hands a resolution has been passed, passed by a
particular number of votes, rejected or rejected by a particular number of votes shall be
conclusive, without proof of the number of votes cast for, or against, the resolution. Where
there is only one Voter, this paragraph shall not apply and the resolution will immediately
be decided by means of a poll.14.
    
    PollA demand for a poll shall be valid if it is made by the Chairman, the Issuer or one or more
Voters representing or holding not less than one fiftieth of the aggregate principal
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##### 



amount of the outstanding Notes. The poll may be taken immediately or after such adjournment
as the Chairman directs, but any poll demanded on the election of the Chairman or on any
question of adjournment shall be taken at the Meeting without adjournment. A valid demand
for a poll shall not prevent the continuation of the relevant Meeting for any other business
as the Chairman directs.15.
    
    VotesEvery Voter shall have:
 (a)
    
    on a show of hands, one vote; and(b)
    
    on a poll, the number of votes obtained by dividing the aggregate principal
amount of the outstanding Note(s) represented or held by him by the unit of currency in
which the Notes are denominated.
   Validity of Votes by Proxies
 provided, however, that
 Powers
  (a)
    
    to approve any Reserved Matter;(b)
    
    to approve any proposal by the Issuer for any modification, abrogation,
variation or compromise of any of the Conditions or any arrangement in respect of the
obligations of the Issuer under or in respect of the Notes;(c)
    
    to approve the substitution of any person for the Issuer (or any previous
substitute) as principal obligor under the Notes;
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(d)
    
    to waive any breach or authorise any proposed breach by the Issuer of its
obligations under or in respect of the Notes or any act or omission which might
otherwise constitute an event of default under the Notes;(e)
    
    to authorise the Fiscal Agent or any other person to execute all documents and
do all things necessary to give effect to any Extraordinary Resolution;(f)
    
    to give any other authorisation or approval which is required to be given by
Extraordinary Resolution; and(g)
    
    to appoint any persons as a committee to represent the interests of the
Noteholders and to confer upon such committee any powers which the Noteholders could
themselves exercise by Extraordinary Resolution.
 Extraordinary Resolution binds all holders
 An Extraordinary Resolution shall be binding upon all Noteholders and holders of Coupons
whether or not present at such Meeting and each of the Noteholders shall be bound to give
effect to it accordingly. Notice of the result of every vote on an Extraordinary Resolution
shall be given to the Noteholders and the Paying Agents (with a copy to the Issuer) within
14 days of the conclusion of the Meeting.
 Minutes
 Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman shall
sign the minutes, which shall be prima facie evidence of the proceedings recorded therein.
Unless and until the contrary is proved, every such Meeting in respect of the proceedings of
which minutes have been summarised and signed shall be deemed to have been duly convened and
held and all resolutions passed or proceedings transacted at it to have been duly passed and
transacted.
 Written Resolution
 A Written Resolution shall take effect as if it were an Extraordinary Resolution.
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SCHEDULE 6
 FORM OF PUT OPTION NOTICE
  ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 EUR 600,000,000
5.75% Notes due 2017
 PUT OPTION NOTICE
 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable]
 Notes Redemption at the option of Noteholders upon a Change of Control
  Certificate Number
    
    
    
    Denomination
 OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable]
 Notes Redemption at the option of Noteholders upon a Change
of Control currency amount Redemption
at the option of Noteholders upon a Change of Control
 [END OF OPTIONS]
  - 70 -




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##### 



Name of holder:Contact details:Signatureof holder:Date:[To be completed by Paying Agent:]Received by:[Signature and stamp of Paying Agent:]At its office atOn
 THIS NOTICE WILL NOT BE VALID UNLESS ALL OF THE PARAGRAPHS REQUIRING COMPLETION HAVE BEEN DULY
COMPLETED.
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SCHEDULE 7
 FORM OF PUT OPTION RECEIPT
 ASML HOLDING N.V.  incorporated under the laws of The Netherlands as a public company with limited liability
 EUR 600,000,000
5.75% Notes due 2017
 PUT OPTION RECEIPT
   Certificate Number
    
    
    
    Denomination
 Dated: [date][PAYING AGENT]By:duly authorised
 - 72 -




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SCHEDULE
8
 SPECIFIED OFFICES OF THE PAYING AGENTS
 The Fiscal Agent:
        The other Paying Agent:
      - 73 -




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SIGNATURES
 The Issuer
 ASML HOLDING N.V.
   The Fiscal Agent
 DEUTSCHE BANK AG LONDON BRANCH
   The Other Paying Agent
 DEUTSCHE BANK LUXEMBOURG S.A.
  - 74 -