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                                                                     Exhibit 2.2

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                         PAYING AGENT, CONVERSION AGENT
                             AND REGISTRAR AGREEMENT

                               Dated May 15, 2003

                                     Between

                                ASML HOLDING N.V.

                                       and

                              THE BANK OF NEW YORK

                                   relating to

                               (euro) 380,000,000
                      5 1/2% CONVERTIBLE SUBORDINATED NOTES
                                    DUE 2010

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This Paying Agent, Conversion Agent and Registrar Agreement (the "AGREEMENT") is
made on May 15, 2003 between:

(1)      ASML HOLDING N.V., as issuer of the Notes referred to below (the
         "ISSUER"), and

(2)      THE BANK OF NEW YORK (the "BANK"), at its specified offices in London,
         UK as paying agent, conversion agent and registrar.

Whereas:

(A)      The Issuer will issue 5 1/2% Convertible Subordinated Notes due 2010
         (the "NOTES") in the initial aggregate principal amount of
         (euro)380,000,000 convertible into ordinary shares, nominal value
         (euro)0.02 per share of the Issuer (the "CONVERSION SHARES").
         Conversion Shares shall be issued in the form of registered shares
         which are held through the book-entry transfer system maintained by,
         and which are registered in the name of, the Netherlands Centraal
         Instituut voor Giraal Effectenverkeer in The Netherlands; and

(B)      The Issuer wishes to appoint a paying agent, a conversion agent and a
         registrar to perform certain duties in connection with the payment of
         interest on, conversion of, and registration and transfer of, the
         Notes.

Now it is hereby agreed as follows:

                                   ARTICLE 1
                                  DEFINITIONS

         Section 1.01 Definitions. Capitalized terms used herein and not
otherwise defined shall, unless the context otherwise provides, have the
meanings specified in the Terms and Conditions of the Notes (the "CONDITIONS")
which are attached hereto as ANNEX 1.

         Unless otherwise specified, all references herein to Sections, Exhibits
and Annexes are to sections, exhibits, annexes in or to this Agreement. The
words "hereof", "herein" and "hereunder" and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement.

                                   ARTICLE 2
                                  APPOINTMENTS

         Section 2.01 Appointments. The Issuer hereby appoints the Bank to act
as Registrar (the "REGISTRAR"), the paying agent (the "PAYING AGENT") and
conversion agent (the "CONVERSION AGENT") in respect of the Notes and in
accordance with the provisions of this Agreement and the Conditions. The Bank
hereby accepts such appointment. The Paying Agent, the Conversion Agent and the
Registrar are collectively referred to herein as the "AGENTS" and each an
"AGENT". The Issuer

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reserves the right to vary or terminate the appointment of any Agent, or to
appoint additional or other registrars, paying agents or conversion agents, to
approve any change in the office through which the registrar or any such agent
acts, provided that there will at all times be a registrar, paying agent and
conversion agent for the Notes.

                                   ARTICLE 3
                                   THE NOTES

         Section 3.01 Form of the Notes. The Notes will be issued in fully
registered and uncertificated form. The Notes may have notations, legends or
endorsements as required by law, securities exchange rules or usage. Each Note
shall be dated the date of its authentication, as provided in Section 3.02.
Except as set forth in Condition 1(4) of the Conditions, individual definitive
Note certificates shall not be issued.

         The Notes shall on issue be represented by a permanent global note (the
"GLOBAL NOTE") in fully registered form, without interest coupons, and shall be
sold in offshore transactions in reliance on Regulation S under the United
States Securities Act of 1933 (the "SECURITIES ACT"). The Global Note will be
deposited with a common depositary for Euroclear Bank S.A./N.V. ("EUROCLEAR")
and Clearstream Banking, societe anonyme, Luxembourg ("CLEARSTREAM"), and
registered in the name of The Bank of New York Depository (Nominees) Limited, a
nominee of the common depository for Euroclear and Clearstream. The Global Note
shall be substantially in the form attached hereto as ANNEX 2 hereto. The
Conditions will be attached to the Global Note.

         The Global Note shall represent the outstanding principal amount of the
Notes specified therein and shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be increased or reduced to reflect transfers or exchanges. Any
endorsement of the Global Note to reflect the amount of any increase or decrease
in the amount of the outstanding Notes represented thereby shall be made by the
Registrar or at the direction of the Registrar.

         The Notes shall be issuable in minimum denominations of (euro)1,000 and
any amount in excess thereof that is a whole multiple of (euro)1,000.

         Section 3.02 Execution and Authentication. The Global Note shall be
signed manually by two duly authorized signatories of the Issuer and dated the
date of payment of the net subscription moneys for the Notes to the Issuer. The
Global Note shall be authenticated manually by or on behalf of the Registrar as
is required under the applicable regulations and conventions of Euroclear and
Clearstream, respectively, pursuant to an order delivered by the Issuer to the
Registrar, and signed by one of the Issuer's authorized signatories.

         Section 3.03 Further Issuance of Notes. The Issuer may, without the
consent of the holders of the Notes, issue additional securities having the same
ranking, Rate of Interest, Conversion Rights, Conversion Price, and other terms
as specified in the Conditions. Any such additional securities, will constitute
a further issue of and will be

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consolidated and form a single series under this Agreement with the Notes. There
is no limitation on the amount of Notes that the Company may issue under this
Agreement.

                                   ARTICLE 4
                                    PAYMENT

         Section 4.01 Payment to the Paying Agent. The Bank shall act as paying
agent (the "PAYING AGENT") with respect to the Notes until such time as the
Issuer varies such appointment. On the Record Date (as defined in Condition 6(4)
of the Conditions) with respect to any payment due in respect of the Notes, the
Paying Agent shall obtain from the Registrar the principal amount of Notes
represented by the Global Note and shall notify the Issuer as to the amount of
such payment to be made to the Paying Agent; it being understood that, all
payments in respect of the Global Note shall be made in Euro.

         In order to provide for the payments due in respect of the Notes
outstanding on the Record Date, the Issuer shall unconditionally pay, or cause
to be paid, to the Paying Agent, for value on the Euronext Amsterdam Business
Day immediately preceding the date such amounts in respect of the Notes are due,
an amount sufficient (together with any funds then held by such Paying Agent
which are available for such purpose) to pay the amount due in respect of the
Global Note in accordance with this Agreement and as provided in the preceding
paragraph. Funds received by a Paying Agent shall not be invested.

         The Issuer hereby authorizes and directs the Paying Agent to make
payment on the Notes, as specified in Section 4.03 below, on the relevant
payment date as set forth in the Conditions, and, subject to the receipt of
payment, the Paying Agent shall ensure that such payments are credited to the
respective recipients in a timely manner.

         Section 4.02 Notification of Payment. The Issuer shall on or before
10:00 a.m. (Amsterdam time) on the Euronext Amsterdam Business Day immediately
preceding each due date for payment in respect of the Notes procure that the
bank through which such payment is to be made will send the Paying Agent
confirmation that it has received from the Issuer an irrevocable instruction to
make the relevant payment (by tested telex or authenticated SWIFT
MT-100-Message).

         Section 4.03 Payment by Paying Agents. The Paying Agent shall obtain
from the Registrar, and the Registrar shall supply, such details as are required
for the Paying Agent to make payment as stated above.

         Section 4.04 Subordination. The Issuer agrees, and each holder of a
Note by accepting a Note agrees, that the indebtedness evidenced by the Notes is
subordinated in right of payment, to the extent and in the manner provided in
the Conditions, to the prior payment in full of all Senior Debt (as defined in
the Conditions), and that the subordination is for the benefit of the holders of
Senior Debt. The Notes shall rank pari passu with the 4.25% Convertible
Subordinated Notes 1999 due 2004 and the 5.75% Convertible Subordinated Notes
due 2006. The Issuer shall promptly notify the Paying Agent of any facts known
to the Issuer that would cause a payment of principal or interest on the Notes
to violate the subordination provisions of the Notes set forth in the

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Conditions. The Paying Agent may continue to make payments on the Notes and
shall not at any time be charged with knowledge of the existence of any facts
which would prohibit the making of such payments until it receives notice
reasonably satisfactory to it that payments may not be made under this Article 4
and, prior to the receipt of such notice, the Paying Agent shall be entitled to
assume conclusively that no such facts exist.

                                   ARTICLE 5
                    NOTIFICATION IN THE EVENT OF NON-PAYMENT

         Section 5.01 Notification in the Event of Non-Payment. The Paying Agent
shall forthwith notify the Issuer if it has not received payment unconditionally
in the manner provided in Section 4.01 or if it has not received the
confirmation required to be delivered in accordance with Section 4.02.

                                   ARTICLE 6
                                   ADVANCES

         Section 6.01 Advances. If the amounts required for the payment of
principal, interest or otherwise are not, or not fully, received by the Paying
Agent at the time and in the manner provided for in Section 4.01 and if the
Paying Agent has received the confirmation delivered in accordance with Section
4.02, the Paying Agent shall be entitled, but not in any event be obliged, to
advance the necessary funds and to charge the Issuer interest on the amount of
such advance at the rate applied by it from time to time on overdraft facilities
extended to prime borrowers.

                                   ARTICLE 7
                                   CONVERSION

         Section 7.01 Duties of the Conversion Agent. The Conversion Agent shall
accept deposit on behalf of the Issuer of a Conversion Notice in the form of
Exhibit A hereto (in duplicate), duly completed and signed, and any amount
payable by the relevant holder under Condition 5.

         Section 7.02 Notes Held by Conversion Agent. On deposit of a Conversion
Notice (in duplicate) (and transfer of the corresponding principal amount of
Notes and payment of any required amount), in accordance with Section 7.01
hereof, the Conversion Notice so deposited, the Notes so transferred and any
relevant payments shall be deemed to be held by the Conversion Agent as the
agent of the Issuer. The Conversion Agent shall cancel forthwith the Notes.

         Section 7.03 Notification. (a) Promptly following deposit of a
Conversion Notice (and transfer of the corresponding principal amount of Notes
and payment of any required amount) in accordance with Section 7.01 hereof, the
Conversion Agent shall (i) verify that the person presenting the Conversion
Notice is a holder of the Note referenced in the Notice; (ii) verify that the
Conversion Notice (in duplicate) has been

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duly completed and signed in accordance with its terms; (iii) verify that the
Conversion Notice is accompanied by all amounts payable, if any, by the holder
under Condition 5; (iv) verify that a corresponding principal amount of Notes
has been transferred to the account of the Conversion Agent with Euroclear
and/or Clearstream; (v) endorse the Conversion Notice to that effect; and (vi)
notify the Issuer, the Registrar and the Issuer's Amsterdam Exchange Agent in
respect of the Conversion Shares (the "CF AGENT"), which on the date of this
Agreement is ABN AMRO Bank N.V., The Netherlands (in the manner specified in
Exhibit B hereto or such other form as shall for the time be the current form),
by facsimile of the information required by Exhibit B with respect to each such
Conversion Notice.

         (b)      Each Conversion Notice will specify the method by which the
Noteholder will acquire the Conversion Shares and cash, if any, deliverable upon
conversion of the Notes to which it relates.

         Section 7.04 Notification to the Conversion Agent. (a) Forthwith upon
receipt of the notification referred to in Section 7.03 hereof, the Issuer shall
cause the CF Agent to notify the Conversion Agent by facsimile (in the manner
specified in Exhibit C hereto), in the case of a Note in respect of which the
Conversion Right has been exercised, confirming transfer free of payment in
accordance with such Conversion Notice of the relevant Conversion Shares.

         (b)      Promptly upon receipt of the verification referred to in
Section 7.03(a) but not before, the Registrar shall remove the name of the
relevant Noteholder from the Register or reduce the number of Notes of which it
is holder, as appropriate, and decrease the aggregate principal amount of the
Global Note which represented the Note(s) to which the Conversion Notice
relates.

         Section 7.05 Issuer to Provide Conversion Notice. Promptly upon request
from time to time, the Issuer will provide the Conversion Agent with copies of
the form of Conversion Notice for the time being current. The Conversion Agent
shall not be responsible for taking notice of public announcements of changes to
the Issuer's share capital or other events which may affect the Conversion
Price. If required by any Noteholder, the Conversion Agent shall make Conversion
Notices available to Noteholders.

         Section 7.06 Conditions. The Issuer undertakes to comply with the
Conditions with respect to conversion of the Notes and (where so required in
accordance with the Conditions) to cause Conversion Shares to be transferred in
satisfaction of the Conversion Right in accordance with the provisions hereof
and the Conditions.

         Section 7.07 Adjustment of Conversion Price. (a) Upon the occurrence of
an event specified in Condition 5(12)(a) of the Conditions, the Issuer shall, as
soon as reasonably practicable, (i) notify the Conversion Agent of any event
giving rise to an adjustment of the Conversion Price pursuant to Condition 5,
the date on which such event takes or took effect and such other particulars and
information as the Conversion Agent may reasonably require, and (ii) procure the
adjustment to the Conversion Price in accordance with the Conditions.

         (b)      The Conversion Agent shall not at any time be under any duty
or responsibility to any holder of the Notes to determine whether any facts
exist which

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may require any adjustment of the Conversion Price or make such an adjustment,
or with respect to the nature or extent of any such adjustment when made, or
with respect to the method employed for such adjustment.

         (c)      As soon as reasonably practicable after the determination of
the adjustment of the Conversion Price as set forth in Section 7.07(a) above,
the Issuer shall instruct the Conversion Agent to give the notice required in
connection with any adjustment to the Conversion Price as provided in Condition
10 of the Conditions. Adjustments calculated in accordance with this Section
7.07 and published in accordance with Condition 10 of the Conditions shall be
binding (in the absence of manifest error) on all parties concerned.

                                   ARTICLE 8
                         REPAYMENT AND EARLY REDEMPTION

         Section 8.01 Notice of Redemption. If the Issuer intends to redeem the
Notes in accordance with Condition 5(2) or 5(3), it shall give notice to the
Registrar of its intention in writing at least 5 Euronext Amsterdam Business
Days before the giving of the notice of redemption required to be given to
Noteholders pursuant to such condition. Such notice shall state the date on
which such Notes are to be redeemed and the principal amount of Notes to be
redeemed.

         Section 8.02 Redemption Notice. The Registrar shall give notice
required in connection with such redemption (after approval of such form of
notice by the Issuer) as provided in Condition 10 of the Conditions. Such notice
shall specify the date fixed for redemption, the redemption price and the manner
in which redemption will be effected.

         Section 8.03 Partial Redemption. If fewer than all the outstanding
Notes are to be redeemed, the Registrar shall select on a pro rata basis or by
any other method that the Registrar deems fair and appropriate, the Notes to be
redeemed.

                                   ARTICLE 9
                             CANCELLATION OF NOTES

         Section 9.01 Cancellation by Paying Agent. All Notes which are redeemed
or converted shall be cancelled by the Registrar (if not already cancelled) and
the amount of the Global Note shall be reduced by the Registrar or at the
direction of the Registrar.

         Section 9.02 Cancellation by Issuer. The Issuer and any of its
subsidiaries or affiliates may at any time purchase Notes in the open market or
otherwise, subject to the provisions of Condition 5(14). All Notes which are so
purchased will be cancelled by the Registrar and the amount of the Global Note
reduced.

         Section 9.03 Cancelled Notes. The Paying Agent and the Conversion
Agent, shall provide to the Registrar all information required by the Registrar
in order to give all the relevant details for the purpose of Section 9.04 hereof
to the Registrar.

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         Section 9.04 Certification of Payment Details. Subject to receipt of
the relevant information, the Paying Agent and the Conversion Agent, shall as
soon as practicable, and in any event within one month after the end of the
calendar quarter during which any such redemption, conversion or payment (as the
case may be) takes place, furnish the Issuer and the Registrar with a
certificate stating (as applicable): (i) the aggregate amounts paid in respect
of Notes redeemed or purchased by the Issuer and cancelled; and (ii) the
aggregate principal amount of Notes converted and cancelled.

         Section 9.05 Records. Subject to the receipt of the relevant
information, the Paying Agent and the Conversion Agent, shall keep a full and
complete record of all Notes and of their redemption, repurchase, conversion,
payment, cancellation, despatch and replacement (as appropriate) and shall make
such record available at all reasonable times to the Issuer and the Registrar.

         The Registrar shall notify the Paying Agent and the Conversion Agent,
of the aggregate principal amount of the Notes which are issued and the same
shall form the basis of the records to be kept by each of the Agents.

                                   ARTICLE 10
                               DUTIES OF REGISTRAR

         Section 10.01 The Register. The Registrar shall maintain a register
(the "REGISTER") in London, UK in accordance with the Conditions. The Register
shall show the aggregate amount of Notes represented by the Global Note at the
date of issue and all subsequent transfers and changes of ownership in respect
thereof and the names and addresses of the registered holders of the Notes.

         The Registrar shall at all reasonable times during office hours make
the Register available to the Issuer, the Agents or any person authorized by any
of them for inspection and for the taking of copies thereof or extracts
therefrom, and the Registrar shall deliver, at the expense of the Issuer, to
such persons all such lists of holders of Notes, their addresses, registered
accounts, holdings and other details as they may request.

         Section 10.02 Transfers. The Registrar will receive requests for the
transfer of Notes and effect the necessary entries. Transfers of Notes will be
made in accordance with the Conditions, the procedures established for this
purpose among Euroclear, Clearstream and the Registrar, and the regulations of
Euroclear and Clearstream applicable to such transfers.

         Section 10.03 . Miscellaneous. The Registrar will carry out such other
acts as may be necessary to give effect to the Conditions and the other
provisions of this Agreement.

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                                   ARTICLE 11
                                  REMUNERATION

         Section 11.01. Fees. The Issuer shall, in respect of the services to
be performed by each of the Agents under this Agreement, pay to each of the
Agents the commissions, fees and expenses of each of the Agents as separately
agreed in writing with each of the Agents.

         Section 11.02. Costs. The Issuer shall pay to each of the Agents all
reasonable out-of-pocket expenses incurred by it in its agency capacities in
connection with the services performed under this Agreement, including attorneys
fees and expenses, or in connection with the investigation or defence of any
claims arising out of any action taken or omitted in connection with this
Agreement (except where such claims result from the misconduct, gross
negligence, wilful default, bad faith or breach of terms of this Agreement by
such Agent, its officers, agents or employees) promptly upon receipt from such
Agent of notification of the amount of such expenses together with the relevant
invoices and/or receipts.

         Section 11.03. Stamp Duties. The Issuer shall pay or reimburse all
stamp, transaction and other taxes, fees or duties, if any, to which this
Agreement may be subject.

                                   ARTICLE 12
                          USE OF MONEY BY PAYING AGENT

         Section 12.01. Use of Money by Paying Agent. The Paying Agent shall be
entitled to deal with moneys paid to it by the Issuer for the purposes of this
Agreement in the same manner as other moneys paid to a banker by its customers
and shall not be liable to account to the Issuer for any interest thereon. The
Agent shall not exercise any right of set-off or lien or similar claim over
moneys paid to it or by it under this Agreement.

                                   ARTICLE 13
                                  MISCELLANEOUS

         Section 13.01. Publication of Notices. On behalf of and at the request
and expense of the Issuer, the Registrar will promptly give any notices required
to be given by the Issuer with respect to the Notes in accordance with any of
the Conditions, except as otherwise set out herein.

         Section 13.02. No Implicit Duties. Each Agent shall be obliged to
perform such duties, and only such duties, as are herein and in the Conditions
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Conditions against any of them. Each Agent, in any of its
agency functions under this Agreement, shall be under no obligation to take any
action hereunder which may involve any expenditure of funds or liability, the
payment of which within a reasonable time is not, in its reasonable opinion,
assured to it.

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         Section 13.03. No Agency Or Trust. In acting hereunder and in
connection with the Notes, each Agent shall act solely as agent of the Issuer
and will not thereby assume any obligations towards, or relationship of agency
or trust for, any of the Noteholders.

         Section 13.04. Liability. Each Agent shall be protected and shall
incur no liability for or in respect of any action properly taken, omitted or
suffered in reliance upon any instruction, request or order from the Issuer or
any Noteholder, Note, form of transfer, Conversion Notice, resolution,
direction, consent, certificate, affidavit, statement, telex, facsimile
transmission or other paper or document believed by it in good faith to be
genuine and to have been delivered, signed or sent by the proper party or
parties.

         Section 13.05. Indemnity by the Issuer. The Issuer will indemnify each
Agent against any loss, liability, reasonable cost, claim, action or demand
which it may properly incur or which may be made against it arising out of or in
relation to or in connection with its appointment or the exercise of its
function under this Agreement, except such as may result from a breach by it of
this Agreement or its own misconduct, wilful default, gross negligence or bad
faith or that of its officers, employees, agents or any of them. The provisions
of this Section 13.05 and of Sections 11.01 and 11.02 shall survive payment in
full of all sums in respect of the Notes, the resignation or removal of such
Agent and the termination of this Agreement.

         Section 13.06. Liability of the Agent. No Agent shall be liable for
any loss, liability, cost, claim, action or demand arising under this Agreement
except to the extent due to its misconduct, gross negligence, wilful default, or
bad faith or that of its officers, agents or employees. The provisions of this
Section 13.06 shall survive the payment in full of all sums in respect of the
Notes, the resignation or removal of such Agent and the termination of this
Agreement.

         Section 13.07. Advice of Counsel. The Agent may consult with counsel
satisfactory to it and the advice or opinion of counsel shall be full and
complete authorization and protection in respect of any action taken or suffered
by it hereunder in good faith and without negligence.

         Section 13.08. Copies of Documents. So long as any of the Notes remain
outstanding, the Issuer shall provide the Paying Agent with a sufficient number
of copies of each of the documents if required to be made available by stock
exchange regulations or stated as being available in the offering memorandum
relating to the Notes and, subject to being provided with such copies, the
Paying Agent will procure that such copies shall be available at its specified
office for examination by Noteholders and that copies thereof will be furnished
to Noteholders upon request.

         Section 13.09. Acquisition of Notes. Each of the Agents and its
officers, directors and employees, in an individual capacity or any other
capacity, may become the owner of, or acquire any interest in, any Notes,
ordinary shares of the Issuer into which the Notes may be converted, or other
obligations or securities of the Issuer, or any other person with the same
rights that it or they would have if it were not appointed hereunder, and may
engage or be interested in any financial or other transaction with the Issuer or
any other person and may act on, or as depositary, trustee or agent for, any

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committee or body of holders of Notes or other obligations of the Issuer or any
other person as freely as if it were not appointed hereunder.

         Section 13.10. Merger. Any corporation into which any Agent may be
merged or converted or any corporation with which any Agent may be consolidated
or any corporation resulting from any merger, conversion or consolidation to
which any Agent shall be a party shall, to the extent permitted by applicable
law, be a successor Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto. Notice
of any such merger, conversion or consolidation shall forthwith be given to the
Issuer and the Noteholders.

         Section 13.11. Severability. In the event that any one or more of the
provisions contained in this Agreement should be held invalid or unenforceable
in any respect, the validity and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby. The parties to this
Agreement shall endeavour in good faith negotiations to replace the invalid or
unenforceable provisions with valid provisions the effect of which comes as
close as possible to that of the invalid or unenforceable provisions.

                                   ARTICLE 14
                              REPLACEMENT OF AGENTS

         Section 14.01. Agent Required. The Issuer agrees that as long as any
of the Notes are outstanding or until moneys for the payment of principal and
interest on, and any other amounts due with respect to, all Notes have been made
available at the offices of the Paying Agent and shall have been transmitted to
the Noteholders, to the extent required by the terms of such Notes, there shall
at all times be a registrar, a conversion agent and a paying agent.

         Section 14.02. Appointment. The Issuer may appoint further or other
agents. The Issuer may also terminate the appointment of any Agent at any time.
Such termination shall be effective by giving at least 90 days' written notice
to that effect to such Agent.

         However, no such notice relating to the termination of the appointment
of any Agent shall take effect until a new Agent has been appointed. The Issuer
shall procure that there is at all times an Agent performing the functions set
forth in this Agreement as required by the Conditions. The termination of the
appointment of any Agent shall not take effect (i) until notice thereof shall
have been given to the Noteholders in accordance with Condition 10 of the
Conditions; and (ii) within the period commencing 45 days immediately preceding
any due date for a payment in respect of the Notes and ending 15 days after such
date.

         Section 14.03. Resignation. An Agent may resign its appointment
hereunder at any time by giving to the Issuer at least 90 days' written notice
to that effect unless shorter notice is agreed by the Issuer, provided that (i)
such resignation shall not take effect until a new Agent performing the
functions set forth in this Agreement has been appointed; (ii) no such
resignation shall take effect unless upon the expiry of the notice period there
is an Agent as required by Section 14 and the Conditions; (iii) no such
resignation shall not take effect until a new Agent performing the functions set
forth in this Agreement has been appointed; (ii) no such resignation shall take
effect unless upon the expiry of the notice period there is an Agent as required
by Section 14 and the Conditions; (iii) no such

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resignation shall take effect until notice thereof shall have been given to the
Noteholders in accordance with Condition 10 of the Conditions; and (iv) no such
notice shall be given so as to expire within a period commencing 45 days
immediately preceding any due date for a payment in respect of the Notes and
ending 15 days after such date. If a successor agent has not been appointed
within the time specified by the provisions hereof, then the Agent may petition
a court of competent jurisdiction for such appointment.

         Section 14.04. Delivery of Records by Agent on Termination. If the
appointment of an Agent hereunder is terminated or an Agent resigns its
appointment hereunder, such Agent shall, on the date on which such termination
or resignation takes effect, pay to the successor Agent the amounts held by it
in respect of Notes which have not been presented for payment and any other
amounts held by it in respect of the Notes and shall deliver to the successor
Agent all records concerning Notes maintained by the Agent pursuant to this
Agreement, but shall have no other duties or responsibilities hereunder.

         Section 14.05. Change of Office. If an Agent shall change its
specified office, it shall give to the Issuer and the Registrar not less than 30
days' prior written notice to that effect giving the address of the new
specified office. As soon as practicable thereafter, such Agent shall give to
the Noteholders, on behalf of and at the expense of the Issuer, notice of such
change and the address of the new specified office in accordance with Condition
10 of the Conditions.

                                    ARTICLE 15
                                     NOTICES

         Any communication shall be in English, in writing, and shall be
addressed to the relevant party hereto as follows:

         (a) If to the Issuer:

             ASML Holding N.V.
             De Run 1110
             5503 LA Veldhoven
             The Netherlands

         (b) the Paying Agent, Conversion Agent and Registrar:

             The Bank of New York
             48th Floor
             One Canada Square
             London E14 5AL
             Attention: Corporate Trust Administration
             Tel: +44 20 7964 6315
             Fax: +44 20 7964 6399

         Any communication shall be deemed to have been given when received by
the relevant party.

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         Any of the parties named above may change its address for the purpose
of this Section 15 by giving notice of such change to the other parties to this
Agreement.

                                   ARTICLE 16
                        AMENDMENTS, SUPPLEMENTS, WAIVERS

         Section 16.01. Without Consent of Holders. The Issuer and the Agents
may amend, supplement or modify this Agreement or the Conditions without the
consent of any Noteholder for the purpose of:

         (a)      adding to the covenants of the Issuer for the benefit of the
Noteholders; or

         (b)      surrendering any right or power conferred upon the Issuer; or

         (c)      securing the Notes; or

         (d)      evidencing the assumption by another legal entity of all of
the obligations of the Issuer with respect to the Notes as a result of a merger,
consolidation, or other form of consolidation permitted by Condition 8(c) of the
Conditions; or

         (e)      curing any ambiguity, inconsistency, defect or omission in the
Notes or between the Conditions or correcting or supplementing any defective
provision herein or in the Notes of such series in a manner which does not
adversely affect the interests of any Noteholder.

         Section 16.02. With Consent of Holders. The Issuer and the Agents may
amend, supplement or modify this Agreement or the Conditions, and past defaults
thereunder by the Issuer may be waived, with the written consent of the holders
of not less than sixty-six and two thirds percent (66 2/3%) in aggregate
principal amount of the Notes outstanding. Any such written consent of the
holders of the Notes shall be arranged by the Issuer or such holders, and
notified to the Registrar. Notwithstanding the foregoing, no such modification,
amendment or waiver, without the consent of the holder of each Note, may:

         (a)      waive a default in the payment of the principal of or the
interest on any Note, or change the stated maturity date of the principal of, or
the dates for payment of any installment of interest on, any Note;

         (b)      change the currency of payment of principal of, or interest
on, any Note;

         (c)      reduce the principal amount of, or the rate of interest on,
any Note;

         (d)      impair the right to institute suit for the enforcement of any
payment on or with respect to any Note;

         (e)      modify the subordination provisions in a manner adverse to the
Noteholders; or

                                       12

<PAGE>

         (f)      reduce the percentage in principal amount of the outstanding
Notes stated in the first paragraph of this Section 16.02 and required for any
modification of or amendment to the Conditions, or of any waiver of any past
default. Prior to executing any amendment, the Agent shall be entitled to
receive an opinion of counsel stating that such amendment is permitted by this
Agreement.

                                   ARTICLE 17
                         GOVERNING LAW AND JURISDICTION

         Section 17.01. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions.

         Section 17.02. Jurisdiction. The courts of the State of New York are
to have jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and accordingly any litigation or proceedings
arising out of or in connection with this Agreement shall be brought in such
courts. Each of the parties hereto agrees to submit to the jurisdiction of the
courts of the State of New York for proceedings or legal action arising out of
this Agreement.

         Section 17.03. Agent for Service of Process. The Issuer hereby
appoints ASML US, Inc., 8555 South River Parkway, Tempe, Arizona 85284, USA, as
agent for service of process for all proceedings or legal action arising out of
this Agreement and brought in the courts of the State of New York.

         Section 17.04. Waiver of Jury Trial. Each of the Issuer and the Bank
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to this agreement, the Notes or the transaction contemplated hereby.

                                   ARTICLE 18
                                  COUNTERPARTS

         Section 18.01. Counterparts. This Agreement may be executed in
counterparts which when taken together shall constitute one and the same
instrument.

                                       13

<PAGE>

This Agreement has been entered into on the date first written above.


         ASML HOLDING N.V.

         /s/PETER WENNINK
         _______________________
         Name:  Peter Wennink
         Title: EVP,CFO



         THE BANK OF NEW YORK

         /s/PAUL PEREIRA
         _______________________
         Name:  Paul Pereira
         Title: AVP

<PAGE>

                                                                         ANNEX 1

                        TERMS AND CONDITIONS OF THE NOTES

         The following (subject to completion and amendment, and other than the
words in italics) is the text of the Terms and Conditions of the Notes which
will be attached to the Certificates representing the Global Notes and endorsed
on the definitive Certificates issued in respect of Notes should definitive
Certificates be issued.

         The 5 1/2% Convertible Subordinated Notes due 2010 (the "NOTES"), in
the aggregate principal amount of (euro)380,000,000 will be issued by ASML
Holding N.V. (the "ISSUER") in amounts of (euro)1,000 and integral multiples
thereof without coupons. The Notes are direct, unsecured obligations of the
Issuer and will rank pari passu and without any preference among themselves and
with the Issuer's outstanding 5 3/4% Convertible Subordinated Notes due 2006 and
4 1/4% Convertible Subordinated Notes due 2004. The Notes will mature on May 15,
2010 and be payable at a price of 100% of the principal amount thereof. The
Notes will bear interest at 5 1/2% per annum from May 15, 2003, payable in
arrears annually on May 15, commencing on May 15, 2004.

         At any time on or after the fortieth day after the issue date (the
"RESTRICTION DATE") up to and including May 12, 2010, unless previously redeemed
or repurchased, the Notes will be convertible into ordinary shares of the
Issuer, nominal value (euro)0.02 per share, of Amsterdam registry (the "ORDINARY
SHARES"), initially at the conversion rate (the "CONVERSION RATE") of 69.9301
Ordinary Shares per (euro)1,000 initial principal amount (representing a
conversion price of (euro)14.30 per Ordinary Share) (the "CONVERSION PRICE"),
subject to adjustment upon the occurrence of certain events described in
Condition 5. Ordinary Shares issued upon any such conversion are referred to
herein as "CONVERSION SHARES". Conversion Shares will be issued in the form of
registered shares, interests in which are held through the book entry system
maintained by, and which are registered in the name of, the Netherlands Centraal
Instituut voor Giraal Effectenverkeer B.V., or its successor.

         The Notes are redeemable at the option of the Issuer, in whole or in
part, at any time on or after May 27, 2006, upon not more than 30 Euronext
Amsterdam Business Days nor less than 15 Euronext Amsterdam Business Days prior
notice, at 100% of their principal amount, together with accrued and unpaid
interest as specified in Condition 5. A "EURONEXT AMSTERDAM BUSINESS DAY" means
any day on which the Official Segment of the stock market of Euronext Amsterdam
N.V. ("EURONEXT AMSTERDAM") is open for business.

         The Issuer will enter into a paying agency, conversion agency and
registrar agreement (the "AGENCY AGREEMENT") with The Bank of New York. Copies
of the Agency Agreement are available for inspection by holders of the Notes at
the specified offices of The Bank of New York. The holders of the Notes are
bound by, and are deemed to have notice of, all of the provisions of the Agency
Agreement.

         The Issuer may without the consent of the Noteholders, issue additional
securities having the same ranking, Rate of Interest, Conversion Rights,
Conversion Price, and other terms as specified in these Conditions. Any such
additional securities, will

                                       2

<PAGE>

constitute a further issue of and will be consolidated and form a single series
under the Agency Agreement with the Notes. There is no limitation on the amount
of Notes that the Issuer may issue under the Agency Agreement.

1.  DENOMINATION AND FORM

(1) The Notes will be issued in registered form in denominations of (euro)1,000
    and integral multiples thereof without interest coupons attached. A
    certificate (each a "CERTIFICATE") will be issued to each holder of Notes in
    respect of its registered holding of Notes. Each Certificate will have an
    identifying number which will be recorded on the relevant Certificate and in
    the Register (as defined in Condition 1(2)). The Notes are not issuable in
    bearer form.

(2) The Notes will initially be represented by one or more permanent global
    notes in fully registered form without interest coupons (the "GLOBAL
    NOTES"). The Global Notes will be deposited with the common depositary (the
    "COMMON DEPOSITARY"), or its nominee, for Euroclear Bank S.A./N.V., as
    operator of the Euroclear System ("EUROCLEAR"), and Clearstream Banking
    societe anonyme ("CLEARSTREAM") and registered in the name of a nominee of
    the Common Depositary. Except in the limited circumstances described in
    Condition 1(4), ownership of interests in the Notes may be held only through
    Euroclear and Clearstream. Transfers of interests in the Notes shall be
    recorded on the register (the "REGISTER") maintained for that purpose by a
    registrar (the "REGISTRAR"), which initially will be The Bank of New York.

          The Notes shall bear the following legend:

          Neither the note evidenced hereby nor any of the ordinary shares
          issuable upon conversion of the note evidenced hereby has been
          registered under the United States Securities Act of 1933 (the
          "Securities Act"), or any state securities laws, and, accordingly, may
          not be offered or sold within the United States or to, or for the
          account or benefit of, United States persons except pursuant to an
          exemption from, or in a transaction not subject to, the registration
          requirements of the Securities Act.

(3) Each Certificate will bear the manual signatures of two duly authorized
    signatories of the Issuer as well as the manual signature of an
    authentication officer of the Registrar. Title to the Notes passes only by a
    written deed of transfer signed by the transferor and transferee followed by
    registration in the Register (as described below in Condition 2(2)). The
    registered holder of any Note will (except as otherwise required by law) be
    treated as its absolute owner for all purposes whether or not it is overdue
    and regardless of any notice of ownership, trust or any interest in it or
    any writing on, or the theft or loss of, the Certificate issued in respect
    of it and no person will be liable for so treating such holder. In these
    Terms and Conditions, "NOTEHOLDER" and (in relation to a Note) "HOLDER"
    means the person in whose name a Note is registered in the Register.

(4) So long as the nominee of the Common Depositary is the registered holder and
    owner of a Global Note, the nominee of the Common Depositary will be
    considered

                                       3

<PAGE>

    the sole owner and holder of the related Notes for all purposes of such
    Notes and for all purposes under these Terms and Conditions. So long as the
    Notes are represented by the Global Notes, registration of a Note in a name
    other than that of the nominee of the Common Depositary will not be
    permitted unless either (i) Euroclear or Clearstream notifies the Issuer
    that it is unwilling or unable to continue as a clearing system in
    connection with a Global Note and a successor clearing system is not
    appointed by the Issuer within 90 days after its receipt of such notice,
    (ii) an Event of Default shall have occurred and the maturity of the Notes
    shall have been accelerated in accordance with the terms of the Notes or
    (iii) the Issuer shall have determined in its sole discretion that the Notes
    shall no longer be represented by Global Notes. In these circumstances,
    Notes in definitive form may be registered in the names of the persons
    owning the beneficial interests therein as evidenced by the account records
    of Euroclear or Clearstream, as the case may be. These account records will,
    in the absence of manifest error, be conclusive evidence of the identity of
    such persons owning beneficial interests in the Global Notes.

    In the absence of the circumstances set forth above, owners of beneficial
interests in a Global Note will not be entitled to have the Notes represented by
such Global Note registered in their names, will not receive or be entitled to
receive physical delivery of Notes in definitive form and will not be considered
the owners or holders of any Notes under such Global Note. The laws of some
jurisdictions require that certain purchasers of securities take physical
delivery of such securities in definitive form. These laws may impair the
ability to transfer or pledge beneficial interests in a Global Note.

2.  TRANSFER OF NOTES

(1) The Issuer will cause to be kept, at the office of the Registrar, the
    Register on which shall be kept the names and addresses of the holders of
    the Notes and the particulars of the Notes held by them and of all transfers
    and exchanges of Notes.

(2) Subject to the Agency Agreement and clause (3) below, a Note may be
    transferred, in whole or in part, by surrender of the Certificate issued in
    respect of that Note, with the form of transfer duly completed and signed by
    the transferor and the transferee at the specified office of the Registrar.
    No transfer of title to any Note will be effective unless and until entered
    on the Register.

(3) Transfers of interests in Notes between the accounts of Euroclear and
    Clearstream, or of persons holding interests through such participants,
    shall be effected in accordance with procedures established by Euroclear and
    Clearstream.

(4) In case of a conversion of Notes into Conversion Shares, this conversion
    will be recorded in the Register and a corresponding reduction of the
    aggregate amount of the Notes shall be made.

3.  SUBORDINATION

(1) The obligations represented by the Notes will be unsecured subordinated
    obligations of the Issuer ranking pari passu without any preference among
    themselves and will, in the event of the bankruptcy, dissolution, winding-up
    or liquidation of the Issuer, be subordinated in right of payment to the
    prior payment in full of all Senior Debt of

                                       4

<PAGE>

    the Issuer, present and future. As a result, all payments to holders of
    Notes will, in the event of bankruptcy, dissolution, winding-up or
    liquidation of the Issuer only be made after, and any set-off by any holder
    of such Notes shall be excluded until, all Senior Debt admissible in any
    such bankruptcy, dissolution, winding-up or liquidation of the Issuer has
    been satisfied in full, following which the obligations in respect of the
    Notes shall rank at least pari passu with all other Subordinated
    Indebtedness. In addition, creditors of the Issuer who are not holders of
    Senior Debt may, subject to any subordination provisions that may be
    applicable to such creditors, recover more ratably than holders of the
    Notes.

    In addition, the Notes will effectively be subordinated to all existing and
    future liabilities of the Issuer's subsidiaries. The Notes do not limit the
    amount of liabilities ranking senior to the Notes which may hereafter be
    incurred or assumed by the Issuer or any of its subsidiaries.

    For purposes of these Terms and Conditions, the term "SUBORDINATED
    INDEBTEDNESS" means any Indebtedness of the Issuer, the right of payment of
    which is, or is expressed to be, or is required by any present or future
    agreement of the Issuer to be subordinated to any other Indebtedness in the
    event of bankruptcy, dissolution, winding-up or liquidation of the Issuer.

    For purposes of these Terms and Conditions, the term "INDEBTEDNESS" means
    all indebtedness for money borrowed that is created, assumed, incurred or
    guaranteed in any manner or for which the Issuer is otherwise responsible or
    liable.

    For purposes of these Terms and Conditions, the term "SENIOR DEBT" means the
    principal of and premium, if any, and the interest on any Indebtedness of
    the Issuer, currently outstanding (other than the 5 3/4% Convertible
    Subordinated Notes due 2006 and the 4 1/4% Convertible Subordinated Notes
    due 2004, which shall rank pari passu with the Notes) or to be issued
    hereafter unless such Indebtedness by the terms of the instrument by which
    it is created or evidenced is not senior in right of payment to the Notes.

4.  INTEREST

(1) The Notes shall bear interest from May 15, 2003 at the rate of 5 1/2% per
    annum (the "RATE OF INTEREST"), payable annually in arrears on May 15,
    commencing on May 15, 2004, as provided in Condition 6.

(2) Each Note will cease to bear interest at the end of the day preceding the
    Due Date (as defined in Condition 6) for principal unless, upon due
    presentation, payment of principal is improperly withheld or refused, in
    which case such Note will continue to bear interest at the same rate until
    the end of the day on which all amounts due in respect of such Note up to
    that day are received at the office of the Paying Agent named in or
    appointed pursuant to Condition 9 (the "PAYING AGENT").

(3) Interest shall be calculated on the basis of a 360-day year consisting of 12
    months of 30 days each and, in the case of a period of less than a complete
    month, the actual number of days elapsed.

                                       5

<PAGE>

5.  REDEMPTION, CONVERSION AND PURCHASE

(1) Unless previously redeemed or converted as specified below, the Issuer will
    redeem each Note at 100% of its principal amount on May 15, 2010 as provided
    in Condition 6. The Notes may not be redeemed at the option of the Issuer
    other than in accordance with clause (2) of this Condition.

(2) The Notes are not entitled to any sinking fund. At any time on or after May
    27, 2006, the Notes will be redeemable at the Issuer's option on at least 15
    and not more than 30 Euronext Amsterdam Business Days' notice, in whole or
    in part, at 100% of their principal amount together with accrued and unpaid
    interest to, but excluding, the date fixed for redemption, provided that,
    within a period of 30 consecutive Trading Days ending 15 calendar days prior
    to the date on which the relevant notice of redemption is given to the
    Noteholders as provided above, the official closing price of an Ordinary
    Share on Euronext Amsterdam (as defined in Condition 5(17)) for 20 Trading
    Days, whether or not consecutive, shall have been at least 150% of the
    Conversion Price deemed to be in effect on each of such Trading Days. In the
    case of a partial redemption of Notes pursuant to this Condition 5(2), the
    Notes to be redeemed will be selected pro rata in such place as the Paying
    Agent named in or pursuant to Condition 9 shall approve and in such manner
    as the Paying Agent shall deem to be appropriate and fair, at least 15 and
    not more than 30 Euronext Amsterdam Business Days prior to the date fixed
    for redemption. With respect to any redemption pursuant to this Condition
    5(2), the Issuer will give notice to the Noteholders in accordance with
    Condition 10 specifying the redemption date and, in the case of a partial
    redemption, the amount of such partial redemption, not less than 15 and not
    more than 30 Euronext Amsterdam Business Days prior to that date. All Notes
    which are redeemed by the Issuer will be cancelled and, accordingly, may not
    be reissued or resold.

 (3)In the event of a Change of Control of the Issuer, each Noteholder will
    have the right to require the Issuer to redeem all (but not less than all)
    of such Noteholder's Notes on the date that is 30 days after the date on
    which such Change of Control occurs at 100% of their principal amount
    together with accrued and unpaid interest to, but excluding, the redemption
    date. The Issuer shall give each Noteholder notice of such Change of Control
    in accordance with the provisions of Condition 10 hereof not later than 10
    days after the date on which such Change of Control occurs.

    A "CHANGE OF CONTROL" will be deemed to have occurred when: (i) Control of
    the Issuer is acquired or deemed to be held by any person or any persons
    acting in concert which at the date hereof do(es) 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, however, a Change of Control will not be deemed to have occurred
    solely as a result of (x) the issuance or transfer, with the cooperation of
    the Issuer's Supervisory Board or Board of Management, Stichting
    Prioriteitsaandelen ASML Holding N.V. or the

                                       6

<PAGE>

    Issuer's shareholders, as applicable, of any preferred shares in the
    Issuer's capital; or (y) the Issuer abandoning, limiting or changing the
    "structure regime" upon the proposal of the Issuer's Board of Management and
    approval by its Board of Supervisory Directors, Stichting Preferente
    Aandelen ASML or the Issuer's shareholders, as applicable.

    "CONTROL" means (i) beneficial ownership of 51% or more of the Ordinary
    Shares of the Issuer or (ii) control of or right to otherwise control the
    affairs and policies of the Issuer or its business (whether as a result of
    the acquisition of assets or otherwise).

(4) Each Noteholder has the right (the "CONVERSION RIGHT") to convert its Notes
    into Conversion Shares, in a form representing good delivery for the
    purposes of settlement on Euronext Amsterdam, at any time during the
    Conversion Period referred to below, subject to compliance with the
    provisions of this Condition 5. Upon conversion, the right of the converting
    Noteholder to payment of the Note to be converted shall cease, and in
    consideration thereof the Issuer shall deliver Conversion Shares as provided
    in this Condition 5 (or pay cash in lieu of delivery of Conversion Shares as
    provided in Condition 5(13)). The "CONVERSION PERIOD" shall be the period
    commencing on the Restriction Date up to and including May 12, 2010;
    provided, that the right to convert Notes called for redemption will
    terminate at the close of business three Euronext Amsterdam Business Days
    prior to the date fixed for redemption with respect thereto unless the
    Issuer defaults in making the payment due upon redemption.

(5) The price at which Conversion Shares will be delivered by the Issuer to
    Noteholders upon conversion (the "CONVERSION PRICE") will be (euro)14.30 per
    Ordinary Share, subject to adjustments in the manner provided for in
    Condition 5(12). The number of Conversion Shares to be delivered on
    conversion of a Note will be determined by dividing the principal amount of
    such Note (the "ORIGINAL ISSUE PRICE") by the Conversion Price. The result
    of such division shall be rounded to the third decimal place, with 0.0005
    being rounded upwards; so that initially 69.9301 Ordinary Shares will be
    issuable upon conversion of each (euro)1,000 in principal amount of the
    Notes, subject to adjustment of the Conversion Price. If more than
    (euro)1,000 in principal amount is converted at any one time by the same
    Noteholder, the number of Conversion Shares to be delivered upon such
    conversion will be calculated on the basis of the aggregate Original Issue
    Price of the entire amount to be converted.

(6) Remaining fractions of Conversion Shares will not be delivered on conversion
    but instead the Issuer will make a cash payment in euros (calculated as
    defined in Condition 5(13)) in respect thereof. Such payment will be made as
    contemplated in Condition 6 by transfer to an account with a bank specified
    by the relevant Noteholder or, if such Noteholder so requests, by means of a
    euro cheque drawn on a bank in the Netherlands and sent to the address
    specified in the relevant Conversion Notice (as defined below).

    Notes surrendered for conversion during the period from the close of
    business of any Record Date (as defined in Condition 6(4)) next preceding
    any Payment Date for interest to the opening of business on such Payment
    Date for interest (except Notes called for redemption within such period)
    must be accompanied by payment of an amount equal to the interest thereon
    which the registered holder is entitled to

                                       7

<PAGE>

    receive. No interest on Notes submitted for conversion will be payable by
    the Issuer on any interest Payment Date subsequent to the Conversion Date,
    except in the situation described in the immediately preceding sentence. No
    other payment or adjustment for premium, interest or dividends is to be made
    upon conversion.

(7) A Conversion Right may not be exercised by a Noteholder following the giving
    of a Termination Notice pursuant to Condition 8 with respect to its Notes.

(8) To exercise the Conversion Right, the Noteholder must (i) deliver at its own
    expense during normal business hours to the office of the conversion agent
    named in Condition 9 (the "CONVERSION AGENT") a notice of conversion (the
    "CONVERSION NOTICE") duly completed and in duplicate form obtainable from
    the office of the Conversion Agent and (ii) transfer a corresponding
    principal amount of Notes to the account of the Conversion Agent with
    Euroclear or Clearstream, and all amounts to be paid by the Noteholder
    pursuant to Conditions 5(6) and 5(10).

(9) The "CONVERSION DATE" will be deemed to be the day immediately following the
    date on which the Conversion Notice shall have become effective in
    accordance with Condition 5(8) or, if such day is not an Euronext Amsterdam
    Business Day, the next Euronext Amsterdam Business Day.

(10)A Noteholder exercising its Conversion Right must pay any taxes and other
    duties arising on conversion of its Notes except for Netherlands capital
    issue tax, which shall be born by the Issuer.

(11)Upon the exercise by the Noteholder of any Conversion Right, the Issuer
    shall, subject to its right of election provided in Condition 5(13), as soon
    as practicable, and in any event not later than three Euronext Amsterdam
    Business Days, after the Conversion Date, effect delivery of the Conversion
    Shares through the Issuer's issuing agent (currently ABN AMRO Bank N.V.) to
    Euroclear or Clearstream and the Issuer shall make the cash payment, if any,
    as provided in Condition 5(6).

(12) Adjustment of Conversion Price

(a) The Conversion Price will be adjusted in the manner provided in Condition
    5(12)(b) below in the following circumstances, without duplication:

    (A) there occurs any alteration to the nominal value of the Ordinary Shares
        as a result of consolidation or subdivision of the Ordinary Shares;

    (B) the Issuer makes or causes to be made an issue of any Ordinary Shares
        credited as fully paid to the holders of Ordinary Shares by way of
        capitalization of profits or reserves including any share premium
        account (except any such capitalization made in connection with, and for
        the purpose of facilitating, a consolidation or subdivision of Ordinary
        Shares, which would be subject to adjustment under Paragraph (A) above),
        other than Ordinary Shares paid up out of profits or reserves (including
        any share premium account) and issued in lieu of all or part of a cash
        dividend which the holders of Ordinary Shares concerned would or could
        otherwise have received from the portion of the year's profit allocated
        for distribution or is made out of the year's profit allocated for
        distribution, but only

                                       8
<PAGE>

             to the extent that the Current Market Price of the Ordinary Shares
             to be issued on the date on which the relevant issue is announced
             does not exceed the amount of such dividend (whether paid in cash
             or Ordinary Shares) and, to the extent that there is such an
             excess, an adjustment solely in respect of such excess will be
             made;

         (C) the payment or making of any Capital Distribution (as defined
             herein) to holders of Ordinary Shares (which adjustments shall be
             made prior to any applicable adjustment under Paragraph (B) above
             and Paragraph (E) below);

         (D) the Issuer grants or causes to be granted, whether by free
             distribution, dividend or otherwise, a right, warrant or other
             security to the holders of Ordinary Shares that does not fall under
             Paragraphs (B) or (C) above, giving them the right to acquire
             (whether by purchase, conversion, exchange or other exercise of
             such right) or subscribe for additional Ordinary Shares or
             securities that are convertible, exchangeable or otherwise
             exercisable into Ordinary Shares;

         (E) the Issuer makes or causes to be made a free distribution or
             dividend of, or grants a right, warrant or other security giving
             the right to purchase at less than fair market value (as defined in
             the definition of "d" in Condition 5(12)(b)(B) below), any other
             property (not covered by another paragraph of this Condition
             5(12)(a)) to holders of Ordinary Shares;

         (F) if the Issuer distributes, or causes to be distributed (including
             in connection with any merger with or consolidation into another
             corporation), in a manner not falling under Paragraph (B) above, to
             the holders of Ordinary Shares (a "SPIN-OFF EVENT") equity
             securities of an issuer other than the Issuer (the "SPIN-OFF
             SECURITIES"), or subdivides (a "RECLASSIFICATION") the Ordinary
             Shares into two or more separately quoted classes of equity
             securities (such new class(es) of equity securities, the
             "RECLASSIFIED SECURITIES"), then one of the following adjustments
             will be made, as selected by the Supervisory Board of the Issuer
             acting in good faith and in consultation with an investment bank of
             international repute active in the European convertible bond market
             selected by the Issuer, from among the options applicable to such
             event, effective as of the ex-dividend date of any Spin-off Event
             or as of the effective date of any Reclassification:

             (i)   if the Spin-off Securities or Reclassified Securities are
                   publicly traded on a recognized exchange, the Ordinary Shares
                   shall thereafter comprise the securities comprising the
                   Ordinary Shares immediately prior to such adjustment together
                   with the Spin-off Securities or the Reclassified Securities,
                   in either case in the same amount as the Noteholder would
                   have been entitled to receive had he converted the Notes into
                   Ordinary Shares immediately prior to the record date of such
                   Spin-off Event or the effective date of such
                   Reclassification;

             (ii)  the Conversion Price will be adjusted in accordance with the
                   formula provided in Condition 5(12)(b)(B) below;

             (iii) the Conversion Price will be adjusted in accordance with the
                   formula provided in Condition 5(12)(b)(D) below;

                                       9
<PAGE>

             (iv)  within five Euronext Amsterdam Business Days after the date
                   of the Spin-off Event or the effective date of the
                   Reclassification, the Issuer will deliver the Spin-off
                   Securities or the Reclassified Securities, as the case may
                   be, to each Noteholder in either case in the same amount as
                   the Noteholder would have been entitled to receive had he
                   converted the Notes into Ordinary Shares immediately prior to
                   the record date of such Spin-off Event or the effective date
                   of such Reclassification; or

             (v)   within five Euronext Amsterdam Business Days after the date
                   of the Spin-off Event or the effective date of the
                   Reclassification, the Issuer will deliver to each Noteholder
                   an amount in euro equal to the number of such Spin-off
                   Securities or Reclassified Securities as such Noteholder
                   would have been entitled to receive had he converted the
                   Notes into Ordinary Shares immediately prior to the record
                   date of such Spin-off Event or the effective date of such
                   Reclassification multiplied by the fair market value of the
                   Spin-off Securities or Reclassified Securities on a per share
                   basis, as the case may be (as determined by means of the
                   procedure specified in the definition of "d" in Condition
                   5(12)(b)(B) below); or

         (G) if the Issuer determines in good faith that an adjustment should be
             made to the Conversion Price as a result of one or more events or
             circumstances not referred to in this Condition 5(12)(a) (even if
             the circumstances are specifically excluded from the operation of
             any or all of Condition 5(12)(a)), the Supervisory Board of the
             Issuer, acting in good faith and in consultation with an investment
             bank of international repute active in the European convertible
             bond market, shall determine what adjustment (if any) to the
             Conversion Price is fair and reasonable to take account of such
             events or circumstances and the date on which such adjustment
             should take effect. Upon such determination, such adjustment (if
             any) shall be made and shall take effect in accordance with such
             determination;

         provided that, where the circumstances giving rise to any adjustment
pursuant to this Condition 5(12)(a) have already resulted or will result in an
adjustment to the Conversion Price or where the circumstances giving rise to any
adjustment arise by virtue of any other circumstances which have already given
or will give rise to an adjustment to the Conversion Price, such modification
shall be made to the operation of the adjustment provisions as may be determined
by the Supervisory Board of the Issuer, acting in good faith, to be in their
opinion appropriate to give the intended result.

         On any adjustment, the resultant Conversion Price, if not an integral
multiple of (euro)0.01, shall be rounded down to the nearest (euro)0.01. No
adjustment shall be made to the Conversion Price where such adjustment (rounded
down if applicable) would be less than 1% of the Conversion Price then in
effect. Any adjustment not required to be made, and any amount by which the
Conversion Price has been rounded down, shall be carried forward and taken into
account in any subsequent adjustment, but such subsequent adjustment shall be
made on the basis that the adjustment not required to be made had been made at
the relevant time. Notice of any adjustments shall be given to Noteholders as
soon as practicable after the determination thereof.

         No adjustment will be made to the Conversion Price where Ordinary
Shares or other

                                       10
<PAGE>

securities (including rights, warrants or options) are issued, offered,
exercised, allotted, appropriated, modified or granted to employees (including
members of the Board of Management or the Supervisory Board) of the Issuer or
any Subsidiary pursuant to any employees' share scheme or where Ordinary Shares
are purchased for purposes of satisfying grants under any such scheme. For the
avoidance of doubt, no adjustment will be made to the Conversion Price where
Ordinary Shares are issued pursuant to the terms and conditions of the
outstanding convertible subordinated notes of the Issuer.

         Where more than one event which gives or may give rise to an adjustment
to the Conversion Price occurs within such a short period of time that, in the
opinion of the Supervisory Board of the Issuer, acting in good faith, a
modification to the operation of the adjustment provisions is required in order
to give the intended result, such modification shall be made to the operation of
the adjustment provisions as may be in their good faith opinion appropriate to
give such intended result.

(b)      If, pursuant to Condition 5(12)(a) above, the Conversion Price is to be
         adjusted:

         (A)      the adjusted Conversion Price in the event(s) described in
                  Conditions 5(12)(a)(A) and (B) shall be determined as follows:

                                  (X / Y) x CP

                  where:

                  X = the number of Ordinary Shares outstanding immediately
         prior to the occurrence of such event.

                  Y = the number of Ordinary Shares outstanding immediately
         after the occurrence of such event.

                  CP = the Conversion Price immediately prior to the occurrence
         of such event.

                  except that, where an adjustment is to be made to the
                  Conversion Price in respect of an excess as described in
                  Condition 5(12)(a)(B), the adjusted Conversion Price shall be
                  determined as follows:

                            (P/(P + (CMP - D))) x CP

                  where:

                  P =      the Current Market Price of the Ordinary Shares on
                           the date on which the relevant issue is announced
                           multiplied by the number of Ordinary Shares in issue
                           on that date (excluding for this purpose the Ordinary
                           Shares to be issued pursuant to the relevant issue).

                  CMP =    the Current Market Price of the Ordinary Shares on
                           the date on which the relevant issue is announced
                           multiplied by the number of Ordinary Shares to be
                           paid up and issued as described in Condition
                           5(12)(a)(B).

                                       11
<PAGE>

                  D =      the aggregate amount of the dividend (whether paid in
                           cash or Ordinary Shares).

                  CP =     the Conversion Price immediately prior to the
                           occurrence of such event.

         (B)      The adjusted Conversion Price in the event(s) described in
                  Conditions 5(12)(a) (D), (E) and (F) shall be determined as
                  follows:

                                (P/(P + d)) x CP

                  where:

                  P =      the Current Market Price per Ordinary Share on the
                           day on which any distribution in respect of which
                           this adjustment is being made is announced, or, if
                           applicable, on the last day of the period identified
                           in clause (ii) of the formula for "d" below.

                  d =      the fair market value per Ordinary Share of the
                           property distributed or granted by the Issuer (as
                           determined by the Supervisory Board of the Issuer,
                           acting in good faith and in consultation with an
                           investment bank of international repute active in the
                           European convertible bond market), less the
                           consideration, if any, to be paid to the Issuer for
                           such property, provided that where rights, warrants
                           or other securities are publicly traded in a market
                           of adequate liquidity (as determined in good faith by
                           the Supervisory Board of the Issuer), the fair market
                           value of such rights, warrants or other securities
                           shall equal the arithmetic mean of the daily closing
                           prices of such rights, warrants or other securities
                           during the period of eight Trading Days on such
                           market commencing on the first Trading Day on which
                           such rights, warrants or other securities are
                           publicly traded or such shorter period as such
                           rights, warrants or other securities are publicly
                           traded.

                  CP =     the Conversion Price immediately prior to the
                           occurrence of such event.

         (C)      The adjusted Conversion Price in the event of a purchase of
                  Ordinary Shares which constitutes a Capital Distribution for
                  the purposes of Condition 5(12)(a)(C) shall be determined as
                  follows:

                         ((N1 x P)/(A + (N2 x P))) x CP

                  where:

                  N1 =     the number of Ordinary Shares outstanding on the day
                           of such purchase (the "PURCHASE DATE"), without
                           deducting Ordinary Shares so purchased (the
                           "PURCHASED SHARES").

                  N2 =     the number of Ordinary Shares outstanding on the
                           Purchase Date, after deducting any Purchased Shares.

                  P =      the Current Market Price per Ordinary Share on the
                           Purchase Date.

                                       12
<PAGE>

                  A =      the aggregate consideration payable to holders of
                           Ordinary Shares which are the subject of such
                           purchase or redemption.

                  CP =     the Conversion Price immediately prior to the
                           occurrence of such event.

         (D)      the adjusted Conversion Price in the event(s) described in
                  Condition 5(12)(a)(C), other than a purchase of Ordinary
                  Shares which constitutes a Capital Distribution, shall be
                  determined as follows:

                               CP x 1 - (DY - .05)

                  where:

                  CP = the conversion price applicable immediately prior to the
         occurrence of such event;

                  DY = the Dividend Yield, as defined below;

                  provided, that if any dividend in cash or in kind is paid on
                  the Ordinary Shares between the date of payment of a
                  Triggering Dividend and the end of the same fiscal year (an
                  "ADDITIONAL DIVIDEND"), the Conversion Price shall be further
                  adjusted as follows:

                                  CP x (1 - DR)

                  where:

                  DR =     the ratio obtained by dividing (i) the amount of
                           the Additional Dividend (net of any portion of
                           dividend giving rise to an adjustment pursuant to
                           Conditions (12)(a)(A), (B) or (D) through (F) above)
                           without taking into account any corporate tax credit
                           arising in respect thereof, by (ii) the Issuer's
                           market capitalization equal to the product of the
                           Closing Price for an Ordinary Share on the Trading
                           Day immediately preceding the payment date of the
                           Additional Dividend multiplied by the number of
                           Ordinary Shares existing on the closing of the
                           relevant Trading Day.

                  For the avoidance of doubt, except in the case of a
                  consolidation of Ordinary Shares as provided in Condition
                  5(12)(a)(A), in no event shall the Conversion Price be
                  increased as a result of any adjustment pursuant to any
                  provision of Condition 5(12)(a).

(13)     The Issuer may elect to pay holders upon exercise of the Conversion
         Right cash in lieu of delivery of the Conversion Shares. The cash
         amount relating to Conversion Shares shall be payable in euros and
         shall be calculated as the average of the average opening and closing
         prices on Euronext Amsterdam for Ordinary Shares on the five Trading
         Days commencing on the fourth Trading Day following the Conversion
         Date. Such cash amount shall be multiplied by the number of Conversion
         Shares that a Noteholder is entitled to have delivered and such
         resulting figure shall be rounded to the second decimal place with
         0.005 being

                                       13
<PAGE>

         rounded upwards. The Issuer shall inform the Noteholder within three
         Euronext Amsterdam Business Days after the Conversion Date of its
         election to pay the Noteholder a cash amount in lieu of the delivery of
         Conversion Shares. Such payment shall be effected not later than ten
         Euronext Amsterdam Business Days following the relevant Conversion
         Date. If the payment has not been effected by such day, the right of
         the Noteholder to receive delivery of Conversion Shares shall continue
         notwithstanding this Condition 5(13).

(14)     The Issuer and any of its subsidiaries or affiliates may at any time
         purchase Notes at any price in the open market or otherwise, provided
         that such purchases are in compliance with all relevant directives. For
         the purposes of these Conditions, the term "DIRECTIVE" includes any
         European Union, Netherlands, U.S. or foreign present or future law,
         regulation, administrative directive, administrative act and other act
         and rule of any relevant agency, authority, central bank, department,
         government, legislature, minister, official, public or statutory
         corporation, self-regulatory organization or stock exchange.

(15)     All Notes which are paid will forthwith be cancelled. Such Notes
         represented by a Global Note shall be cancelled by reduction in the
         principal amount of the relevant Global Note. All Notes so cancelled
         and any Notes purchased pursuant to Condition 5(14) and cancelled
         pursuant to this Condition 5(15) may not be reissued or resold.

(16)     The Issuer shall procure that the authorized share capital of the
         Issuer shall always be sufficient for the issuance of Conversion Shares
         to a Noteholder exercising its Conversion Right.

(17)     As used in this Condition 5, "CAPITAL DISTRIBUTION" means any dividend
         or distribution in cash or of assets in kind paid on the Ordinary
         Shares and any pro rata purchase of Ordinary Shares from the holders of
         Ordinary Shares, to the extent that the aggregate amount of such
         dividend, distributions, or pro rata purchase without taking into
         account any corporate tax credit arising in respect thereof (the
         "TRIGGERING DIVIDEND"), added to the aggregate amount of any other
         dividend or distribution paid on the Ordinary Shares during the same
         fiscal year, without taking into account any corporate tax credit
         arising in respect thereof (such dividends or distributions, the "PRIOR
         DIVIDENDS"), represents a Dividend Yield in excess of 5%; provided
         that, in determining the amount of any dividend or distribution, a
         dividend or distribution in cash shall be the cash amount thereof and
         the amount of any distribution of assets in kind shall be the fair
         market value thereof on the date of announcement of the relevant
         distribution, as determined by an investment bank of international
         repute active in the European convertible bond market selected by the
         Issuer; and further provided that, a purchase of Ordinary Shares by or
         on behalf of the Issuer shall not constitute a Capital Distribution or
         be taken into account in determining whether any other dividend or
         distribution or distribution of its assets in kind shall constitute a
         Capital Distribution unless the weighted average price (before
         expenses) per share of the Ordinary Shares at which the Issuer offers
         to purchase or redeem such Ordinary Shares, as determined on any single
         day during which such Ordinary Shares are subject to purchase or
         redemption exceeds by more than 5% the Current Market Price per
         Ordinary Share on the Trading Day immediately preceding either: (1)
         that date, or (2) where an announcement has

                                       14
<PAGE>

         been made of the intention to purchase Ordinary Shares at some future
         date at a specified price, the Trading Day immediately preceding the
         date of such announcement;

         "CURRENT MARKET PRICE" means, in respect of an Ordinary Share at a
         particular date, the arithmetical mean of the official closing prices
         as reported in the Euronext Official Daily List for the Ordinary Shares
         for the five consecutive Trading Days preceding and ending on the
         Trading Day immediately preceding such date;

         "DIVIDEND YIELD" means the sum of the ratios obtained by dividing (i)
         the amount of Triggering Dividend and any Prior Dividends by (ii) the
         Issuer's market capitalization on the Trading Day immediately preceding
         the payment date of the relevant Triggering Dividend (the market
         capitalization used to calculate each of such ratios being equal to the
         product of the closing price for an Ordinary Share on the Trading Day
         immediately preceding the date of payment of the Triggering Dividend or
         the relevant Prior Dividend, if any, multiplied by the number of
         Ordinary Shares existing at the closing of the relevant Trading Day);

         "EURONEXT AMSTERDAM" means The Official Segment of the stock market of
         Euronext Amsterdam N.V.;

         "SUBSIDIARY" means at any particular time, any company which is then
         directly or indirectly controlled or more than one half of whose issued
         equity share capital (or equivalent) is then beneficially owned by the
         Issuer and/or one or more of its Subsidiaries;

         "TRADING DAY" means a day on which Euronext Amsterdam is open for
         business, but does not include a day on which no official closing price
         for Ordinary Shares on Euronext Amsterdam is reported.

6.       PAYMENTS

(1)      The Issuer irrevocably undertakes to pay in euros, when due, principal,
         interest and other amounts which may be payable in accordance with
         Condition 5. The amounts due in respect of the Notes shall be paid to
         the Noteholders with due observance of any tax, foreign exchange or
         other laws and regulations of the country of the relevant Paying Agent
         without it being permissible to require the execution of an affidavit
         or compliance with any other formality whatsoever, unless such
         affidavit or formality is prescribed by the laws of the country of the
         relevant Paying Agent.

(2)      Payments of principal of, and interest on, the Notes shall be made in
         euros on the relevant Payment Date (as defined in Condition 6(5)) to
         the Common Depositary or its nominee for Euroclear and Clearstream. The
         amount of payments to the Common Depositary or its nominee for
         Euroclear and Clearstream shall correspond to the aggregate principal
         amount of Notes represented by the Global Notes, as established by the
         Registrar at the close of business on the relevant Record Date (as
         defined in Condition 6(4)). Payments in respect of any other definitive
         Notes shall be made pursuant to such procedures as may be established
         by the Paying Agent for such purpose upon the issuance of any such
         Notes to reflect then prevailing market practice. Payment of principal
         shall be made upon surrender of the Global Notes or

                                       15
<PAGE>

         such other definitive Notes, as the case may be, to a Paying Agent. The
         payment of other amounts payable pursuant to Conditions 5 and 7 will be
         made in accordance with the provisions of this Condition 6(2).

(3)      Payments made by the Issuer in accordance with Condition 6(1) to the
         Common Depositary or its nominee or the holder of any other definitive
         Note, respectively, shall discharge the liability of the Issuer under
         the Notes to the extent of the sums so paid.

(4)      The record date for purposes of payments of principal and interest and
         other amounts payable pursuant to Conditions 4 and 5 (the "RECORD
         DATE") shall be, in respect of each such payment, the earlier of the
         following dates: (i) the date determined in accordance with the rules
         of Euroclear and Clearstream from time to time for the entitlement of
         their participants to payments in respect of debt obligations
         denominated in euros and represented by Global Notes and (ii) the tenth
         Euronext Amsterdam Business Day preceding the relevant due date.

(5)      For the purposes of these Terms and Conditions "PAYMENT DATE" means the
         day on which the payment is actually to be made, where applicable, as
         adjusted in accordance with Condition 6(6), and "DUE DATE" means the
         date for making such payments as provided herein, without taking
         account of any such adjustment.

(6)      If any Due Date for payment of principal or interest in euros in
         respect of any Note is not a Euronext Amsterdam Business Day, such
         payment will not be made until the next day which is a Euronext
         Amsterdam Business Day, and no further interest shall be paid.

7.       TAXATION

         In the event any withholding or deduction for, or on account of, any
present or future taxes, duties, assessments or governmental charges of whatever
nature is required by law, no additional amounts with respect to any such
withholding or deduction will be payable to the Noteholders.

8.       EVENTS OF DEFAULT

         If any of the following events (each an "EVENT OF DEFAULT") occurs:

         (a)      NON-PAYMENT: the Issuer fails to pay any amount of principal
                  of, premium, if any, or interest on the Notes when payment
                  thereof becomes due and the default continues for a period of
                  15 days; or

         (b)      BREACH OF OTHER OBLIGATIONS: the Issuer defaults in the
                  performance or observance of any of its other obligations
                  under or in connection with the Notes or the Agency Agreement
                  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 a
                  Paying Agent; or

         (c)      WINDING UP, ETC: an order or judgment is made or an effective
                  resolution is passed for the liquidation or dissolution of the
                  Issuer (other than for the purposes

                                       16
<PAGE>

                  of a merger, consolidation or other form of combination with
                  another legal entity where the continuing entity or the entity
                  formed as a result of such merger, consolidation or
                  combination is assuming the obligations of the Issuer under
                  the Notes); or

         (d)      BANKRUPTCY, ETC.: bankruptcy or insolvency proceedings are
                  commenced by a court of competent jurisdiction against the
                  Issuer, which shall not have been dismissed or stayed within
                  60 days after the commencement thereof, or the Issuer
                  institutes such proceedings or suspends payments or offers a
                  general arrangement for the benefit of all its creditors;

any Note may, by written notice (a "TERMINATION NOTICE") addressed by the holder
thereof to the Issuer and delivered to the Issuer or to the specified office of
the Paying Agent, be declared immediately due and payable, whereupon it shall
become immediately due and payable at its principal amount together with accrued
interest without further action or formality (unless it is proven that the event
that has led to the Note being declared immediately due and payable has been
cured at the time the notice of such declaration is received by the Issuer or a
Paying Agent). Notice of any such declaration shall promptly be given to the
Noteholders.

9.       PAYING AGENT, CONVERSION AGENTS AND REGISTRAR

(1)      The Registrar, Paying Agent and Conversion Agent (the "AGENTS") and
         their respective specified office is as follows:

         The Bank of New York
         48th Floor
         One Canada Square
         London E14 5AL
         England

(2)      In acting as Agents in connection with the Notes, the Agents act solely
         as agents of the Issuer and do not assume any obligations towards or
         relationship of agency or trust for or with any of the Noteholders.

(3)      The Issuer reserves the right at any time to vary or terminate the
         appointment of the Agents, and to appoint successor or additional
         paying agents, successor or additional conversion agents or successor
         or additional Registrars. Notice of any change in the Paying Agent, the
         Conversion Agent or the Registrar, or in the specified office of the
         Paying Agent, the Conversion Agent or the Registrar shall promptly be
         given to the Noteholders in accordance with Condition 10.

10.      NOTICES

         Notices to the Noteholders who hold a beneficial interest in a Global
Note may be given by delivery of the relevant notice to Euroclear and
Clearstream in accordance with the arrangements of such clearing systems then in
effect with respect to such notices. Any notice or communication to any other
Noteholders shall be mailed by first-class mail to such Noteholder's address as
shown in the register kept by the registrar. If a notice or communication is
mailed in the manner provided in the preceding sentence

                                       17
<PAGE>

within the time period prescribed, it is duly given, whether or not the
addressee receives it.

11.      GOVERNING LAW AND JURISDICTION

(1)      The Notes and these Terms and Conditions shall be governed by, and
         construed in accordance with, the internal laws of the State of New
         York.

(2)      The courts of the State of New York and the federal courts of the
         United States of America, in each case located in the Borough of
         Manhattan, The City of New York, shall have non-exclusive jurisdiction
         to settle any disputes which may arise out of or in connection with the
         Notes and the Terms and Conditions. Any legal actions arising out of or
         in connection with the Notes and these Terms and Conditions may be
         brought in the courts of the State of New York or the federal courts of
         the United States of America, in each case located in the Borough of
         Manhattan, The City of New York. The Issuer irrevocably submits to the
         non-exclusive jurisdiction of any such court in any such action and
         waives to the fullest extent permitted by law any objection which it
         may have to the determination of the venue of any such action brought
         in such court and any claim that any such action brought in such court
         has been brought in an inconvenient forum.

(3)      Any person owning a beneficial interest in a Note represented by a
         Global Note may in any proceedings against the Issuer or to which such
         Noteholder and the Issuer are parties protect and enforce in its own
         name its rights arising under its Notes only on the basis of (i) a
         statement issued by its Custodian (a) stating the full name and address
         of such person, (b) specifying an aggregate principal amount of Notes
         credited on the date of such statement to such person's securities
         account maintained with such Custodian and (c) confirming that the
         Custodian has given a written notice to Euroclear or Clearstream, as
         appropriate, and the Registrar containing the information pursuant to
         (a) and (b) and (ii) a copy of the relevant Global Note certified as
         being a true copy by a duly authorized officer of the Registrar. For
         purposes of the foregoing, "CUSTODIAN" means any bank or other
         financial institution of recognized standing authorized to engage in
         the securities custody business with which the owner of a beneficial
         interest in a Note maintains a securities account in respect of any
         Notes and includes Euroclear and Clearstream.

12.      AMENDMENT

(1)      These Terms and Conditions may be modified or amended by the Issuer,
         without the consent of the Noteholders, for the purpose of (a) adding
         to the covenants of the Issuer for the benefit of the Noteholders; (b)
         surrendering any right or power conferred upon the Issuer; (c) securing
         the Notes; (d) evidencing the assumption by another legal entity of all
         of the obligations of the Issuer with respect to the Notes as the
         result of a merger, consolidation, or other form of consolidation
         permitted by Condition 8(c); or (e) curing any ambiguity,
         inconsistency, defect or omission in the Notes or between the Terms and
         Conditions, to all of which each Noteholder shall, by acceptance
         hereof, consent.

(2)      The Terms and Conditions may also be modified or amended by the Issuer,
         and past defaults thereunder or under the Agency Agreement by the
         Issuer may be waived,

                                       18
<PAGE>

         with the written consent of the Noteholders of not less than sixty-six
         and two-thirds percent (66 2/3%) in aggregate principal amount of the
         Notes outstanding. Any such written consent of holders may be arranged
         by Issuer or such holders. Notwithstanding the foregoing, no such
         modification, amendment or waiver, without the consent of the holder of
         each Note, may: (a) waive a default in the payment of the principal of
         or interest on any Note, or change the stated maturity of the principal
         of or the time for payment of any installment of interest on any Note,
         or change the currency of payment of the principal of, or interest on,
         any Note or reduce the principal amount of, or the rate of interest on,
         any Note, or impair the right to institute suit for the enforcement of
         any such payment on or with respect to any Note; (b) reduce the
         above-stated percentage in principal amount of the outstanding Notes
         required for any modification of or amendment to the Terms and
         Conditions of the Notes, or of any waiver of any past default; or (c)
         modify any of the provisions of this clause except to provide that
         certain other provisions of the Terms and Conditions cannot be
         modified, amended or waived without the consent of the holder of each
         outstanding Note affected thereby.

13.      MISCELLANEOUS

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

(2)      In case any Certificate shall at any time become mutilated or destroyed
         or stolen or lost and such Certificate or evidence of the loss, theft
         or destruction thereof (together with the indemnity hereinafter
         referred to and such other documents or proof as may be required in the
         premises) shall be delivered to the Issuer, a new Note of like tenor
         will be issued by the Issuer in exchange for the Certificate so
         mutilated, or in lieu of the Note so destroyed or stolen or lost, but,
         in the case of any destroyed or stolen or lost Security, only upon
         receipt of evidence satisfactory to the Issuer that such Certificate
         was destroyed or stolen or lost, and, if required by the Issuer, upon
         receipt also of indemnity satisfactory to the Issuer. All expenses and
         reasonable charges associated with procuring such indemnity and with
         the preparation, authentication and delivery of a new Note shall be
         borne by the holder of the Certificate that was mutilated, destroyed,
         stolen or lost. Every new Certificate issued in lieu of any mutilated,
         destroyed, lost or stolen Certificate shall constitute an original
         additional contractual obligation of the Issuer, whether or not the
         mutilated, destroyed, lost or stolen Note shall be at any time
         enforceable by anyone. Any new Certificate delivered pursuant to this
         clause shall be so dated that neither gain nor loss in interest shall
         result from such exchange.

         The Notes have been accepted for clearance through Euroclear and
Clearstream under International Securities Identification Number ("ISIN")
XS016857769.

                                       19
<PAGE>

                                                                         ANNEX 2

                            [FORM OF THE GLOBAL NOTE]

ISIN NO. XS016857769                                                 GLOBAL NOTE

                                ASML HOLDING N.V.

                              (euro)_____________

                      5 1/2% CONVERTIBLE SUBORDINATED NOTES

                                    DUE 2010

         NEITHER THE NOTE EVIDENCED HEREBY NOR ANY OF THE ORDINARY SHARES
ISSUABLE UPON CONVERSION OF THE NOTE EVIDENCED HEREBY HAS BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

         The Notes in respect of which this Global Note is issued are in
registered form and form the series designated as specified in the title (the
"Notes") of ASML Holding N.V. (the "Company").

         The Company hereby certifies that The Bank of New York Depository
(Nominees) Limited, a nominee of the common depository for Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, societe anonyme, Luxembourg
("Clearstream"), is, at the date hereof, entered in the register of Noteholders
as the holder of Notes in the principal amount of (euro)________________
(____________________ Euros) or such lesser amount as is shown from time to
time on the register of Noteholders as being represented by this Global Note and
is duly endorsed (for information purposes only) in the third column of Schedule
A to this Global Note. The aggregate amount of Notes outstanding represented
hereby may from time to time be increased up to the foregoing amount or
decreased to reflect transfers or exchanges; provided that the aggregate
principal amount of Notes outstanding and represented by this Global Note shall
not exceed such amount. For value received, the Company promises to pay the
person who appears at the relevant time on the register of Noteholders as holder
of the Notes in respect of which this Global Note is issued such

<PAGE>

amount or amounts as shall become due in respect of such Notes and otherwise to
comply with the Conditions, as referred to below.

         The Notes are constituted by and have the benefit of the terms and
conditions (the "Conditions") set out in Annex 1 hereto, as modified by the
provisions of this Global Note.

         The Notes are convertible into fully-paid ordinary shares of the
Company, nominal value (euro)0.02 per ordinary share (the "Ordinary Shares"),
and shall be issued in the form of registered shares, interest in which are held
through the book-entry transfer system maintained by, and which are registered
in the name of, the Nederlands Centraal Instituut voor Giraal Effectenverkeer in
The Netherlands ("Conversion Shares"), subject to and in accordance with the
Conditions.

         Terms defined in the Conditions shall have the same meaning in this
Global Note.

         This Global Note is evidence of entitlement only. Title to the Notes
passes only by a written deed of transfer signed by the transferor and
transferee in the form attached as Annex 2 followed by due registration in the
register of Noteholders and only the duly registered holder is entitled to
payments on Notes in respect of which this Global Note is issued.

         The Conditions are modified as follows in so far as they apply to the
Notes in respect of which this Global Note is issued.

         TRANSFER

         Transfers of interests in the Notes with respect to which this Global
Note is issued shall be made in accordance with the Conditions and the Agency
Agreement.

         REGISTRATION OF TITLE

         The Agents will not accept the deposit of this Global Note for transfer
of any Notes save in the case of transfer into the name of the common depository
for Euroclear and Clearstream, or its nominee, unless, (1) Euroclear or
Clearstream (or any alternative clearing system on behalf of which the Notes
represented by this Global Note may be held) is closed for business for a
continuous period of 14 days (other than by reason of holidays, statutory or
otherwise) or announces an intention permanently to cease business or does in
fact do so, (2) there shall have occurred and be continuing an Event of Default
and maturity of the Notes shall have accelerated in accordance with the
Conditions, or (3) the Company shall have determined in its sole discretion that
the Notes shall no longer be represented by the Global Note.

         In such circumstances, the Company will (in the case of (2), on the
request of a Noteholder) cause sufficient definitive certificates to be executed
and delivered to the Registrar for completion, authentication and despatch to
the relevant Noteholders (who, in the case of (2), have so requested the
delivery of definitive certificates). A person with an interest in the Notes in
respect of which this Global Note is issued must provide the Registrar with a
written order containing instructions and such other information as the Company
and the Registrar may require to complete, execute and deliver such definitive
certificates.

                                       2
<PAGE>

         The provisions of Condition 2 will otherwise apply, except that new
certificates to be issued upon transfer of Notes will, within 21 days of receipt
by the Registrar or an Agent of the form of transfer attached to this Global
Note, be mailed by uninsured mail at the risk of the holders entitled to the
relevant Notes to the addresses specified in the form of transfer.

         CONVERSION

         Subject to the requirements of Euroclear or Clearstream, as the case
may be, the Conversion Right attaching to Notes in respect of which this Global
Note is issued may be exercised by the presentation to or to the order of any
Conversion Agent of one or more Conversion Notices in the form attached as Annex
3 duly completed by or on behalf of a holder of a book-entry interest in such
Note. Deposit of this Global Note with the Conversion Agent together with the
relevant Conversion Notice shall not be required. The exercise of the Conversion
Right shall be notified by the Conversion Agent to the Company, the Company's
transfer agent and register in respect of the Conversion Shares and the holder
of this Global Note. The provisions of Condition 5 shall otherwise apply.

         Where the Notes represented by this Global Note are to be converted,
the Conversion Notice need not be signed. In such a case, delivery of the
Conversion Notice will constitute confirmation by the holder of a book-entry
interest in the Notes to be converted that the information and the
representations in the Conversion Notice are true and accurate on the date of
delivery.

         PAYMENTS OF PRINCIPAL

         Payments of principal in respect of Notes represented by this Global
Note will be made against presentation and, if no further payment falls to be
made in respect of the Notes, surrender of this Global Note to or to the order
of the Paying Agent or such other Paying Agent as shall have been notified to
the Noteholders for such purpose.

         CANCELLATION

         Cancellation of any Note following its purchase or conversion in
accordance with the Conditions of the Notes will be effected by a reduction in
the principal amount of the Notes in the register maintained by the Registrar.

         NOTICES

         So long as the Notes are represented by this Global Note and this
Global Note is held on behalf of Euroclear and Clearstream, notices to
Noteholders may be given by delivery of the relevant notice to the relevant
clearing system(s) for communication by it to entitled accountholders in
substitution for notification as required by the Conditions.

         ENFORCEMENT

         Unless this Global Note is presented by an authorized representative of
Euroclear and Clearstream, the Company or its agent for registration of
transfer, exchange, or payment, and any Global Note issued is registered in the
name of The Bank of New York Depository (Nominees) Limited or in such other name
as is

                                       3
<PAGE>

requested by an authorized representative of the common depositary for Euroclear
and Clearstream (and any payment is made to The Bank of New York Depository
(Nominees) Limited or to such other entity as is requested by an authorized
representative of Euroclear and Clearstream), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, The Bank of New York Depository (Nominees) Limited, has
an interest herein.

         This Global Note shall not be valid for any purpose until authenticated
by or on behalf of the Registrar.

         This Global Note is governed by, and shall be construed in accordance
with, the laws of the State of New York.

                                       4
<PAGE>

         IN WITNESS whereof the Company has caused this Global Note to be signed
on its behalf.

May 15, 2003

ASML HOLDING N.V.

By:   ________________________                  By:   ________________________
      Name:                                           Name:
      Title:                                          Title:

CERTIFICATE OF AUTHENTICATION

Certified that the above-named holder is at the date hereof entered in the
register of Noteholders as holder of the above-mentioned principal amount of the
Notes.

THE BANK OF NEW YORK, as Registrar

By:   ________________________
      Authorized Signatory

Dated: May 15, 2003

<PAGE>

                                   SCHEDULE A

SCHEDULE OF REDUCTIONS OR INCREASES IN PRINCIPAL AMOUNT OF NOTES IN RESPECT OF
WHICH THIS GLOBAL NOTE IS ISSUED

The following reductions/increases in the principal amount of Notes in respect
of which this Global Note is issued have been made as a result of (i) exercise
of the Conversion Right attaching to Notes, or (ii) repayment or cancellation of
Notes, or (iii) transfers of Notes, or (iv) exchanges of interests in the Notes
represented by this Global Note for definitive certificates as set out in the
Agency Agreement or (v) conversion on the Maturity Date pursuant to the
Conversion Right.

Date of             Amount of           Principal amount    Notation made by
Conversion/         decrease/increase   of and number of    or on behalf of
Redemptions or      in principal        Notes evidenced     the Registrar
Cancellations/      amount of and       by this             following such
Transfer/           number of Notes     Global Note         decrease/increase
Exchange (stating   evidenced by this   following such
which)              Global Note         decrease/increase

                                       6
<PAGE>

                                                                         Annex 2

                                FORM OF TRANSFER

FOR VALUE RECEIVED the undersigned hereby transfers the following principal
amounts of Notes in respect of which the Global Note is issued, and all rights
in respect thereof, to the transferee(s) listed below:

Principal Amount transferred               Name, address and account
                                           for payments of transferee

Dated: ________________                Certifying Signature: ________________

Name:  ________________

                                       OR*

_________________________________________
Duly authorized officer

_________________________________________
Duly authorized officer

Accepted by:

_________________________________________
Duly authorized officer

*        Where the transferor is a corporation, this form of transfer must be
         endorsed under its common seal or under the hand of two of its officers
         duly authorized in writing.

         Note:

         (i)      A representative of the Noteholder should state the capacity
         in which he signs, e.g., executor.

                                       7
<PAGE>

         (ii)     The signature of the person effecting a transfer shall conform
         to any list of duly authorised specimen signatures supplied by the
         registered holder or be certified by a recognized bank, notary public
         or in such other manner as the Registrar may require.

         (iii)    This form of transfer should be dated as of the date it is
         deposited with the relevant transfer agent.

                                       8
<PAGE>

                                                                         Annex 3

                 5 1/2% Subordinated Convertible Notes due 2010

                                ASML Holding N.V.

                                CONVERSION NOTICE

         (Please read the notes overleaf before completing this Notice)


Name: _______________________________

Date: _______________________________

Address: ______________________________

Signature: ______________________________

                                       9
<PAGE>

Delivery of the Conversion Notice will constitute confirmation by the holder of
a beneficial interest in the Notes to be converted of ASML Holding N.V. ("ASML")
that the information and the representations in the Conversion Notice are true
and accurate on the date of delivery.

As the Notes to be converted are represented by a Global Noted Note and the
Notes are cleared through Euroclear Bank S.A./N.V., as operator of the Euroclear
system ("Euroclear") and/or Clearstream Banking, societe anonyme
("Clearstream"), the Conversion Notice must be signed by or on behalf of the
beneficial owner of the Notes and sent to the Conversion Agent on behalf of the
Company.

To: ASML Holding N.V.

I/We, being the holders of a beneficial interest in the Notes specified below,
hereby irrevocably elect to convert such Notes into ordinary shares, nominal
value (euro)0.02 per share, of ASML in registered form held through the
book-entry transfer system maintained by, and registered in the name of, the
Netherlands Centraal Instituut voor Giraal Effectenverkeer, (the "Conversion
Shares") in accordance with Condition 5 of the terms and conditions of the Notes
(the "Conditions") and apply for the Conversion Shares to be delivered on
conversion.

1. Total principal amount of Notes to be converted: __________________

These Notes represent a co-ownership/beneficial interest in the Global Note held
by the common depository for Euroclear and Clearstream.

2. I/we hereby request that such principal amount of Notes to be converted into
Conversion Shares.

3. I/we hereby request that the Conversion Shares (together with any other
securities, property or cash) required to be delivered upon conversion be
delivered via Euroclear/Clearstream to __________ (account no.) to the order of
_________ (Euroclear/Clearstream member).

4. Details of my/our Euro bank account to which any cash payments due under
Condition 5 of the Conditions should be paid are as follows:

         Receiving Bank:   ____________________

         Account Number:   ____________________

         Name of Account:  ____________________

5. I/we hereby declare that all approvals, consents and authorizations (if any)
required by the laws of The Netherlands to be obtained by me/us prior to the
said conversion have been obtained and are in full force and effect and that any
applicable condition thereto has been complied with by me/us.

                                       10
<PAGE>

PLEASE NOTE:               (i)      This Conversion Notice will be void unless
                                    the introductory details, Sections 1, 2, 3
                                    and 4 are completed.

                           (ii)     Your attention is drawn to Condition 5 of
                                    the Conditions with respect to the
                                    conditions precedent which must be fulfilled
                                    before the Notes specified above will be
                                    treated as effectively eligible for
                                    conversion.

                           (iii)    Transfer of shares or other securities or
                                    property will be made at the risk and
                                    expense of the converting Noteholder and the
                                    converting Noteholder will be required to
                                    prepay the expenses of, and submit any
                                    necessary documents required in order to
                                    effect, despatch in the manner specified.

                           (iv)     If as contemplated by the Conditions the
                                    converting Noteholder becomes entitled to
                                    additional Conversion Shares (together with
                                    any other securities, property or cash),
                                    they will be delivered or despatched in the
                                    same manner as the Conversion Shares or
                                    other securities, property and cash or, as
                                    the case may be, cash payments in lieu of
                                    delivery of Conversion Shares pursuant to
                                    Condition 5 previously issued or paid
                                    pursuant to the relevant Conversion Notice.

For Agent's use only:

1.       Note conversion identification reference:___________.

2.       Conversion Date: ____________________.

3.       Aggregate principal amount of Notes in respect of which Notes have been
         deposited for conversion: ___________.

4.       Conversion Price on Conversion Date: ___________________.

5.       Number of Conversion Shares deliverable: ____________________.
         (disregard fractions)

6.       (If applicable) amount of cash payment due to converting Noteholder
         under Condition 5 of the Conditions in respect of fractions of
         Conversion Shares: _______________.

7.       (If applicable) amount of any cash payment in lieu of delivery of
         Conversion Shares due under Condition 5 of the Conditions:
         _________________.

NOTE: The Conversion Agent must complete items 1 to 5 and (if applicable) 6
and/or 7.

                                       11
<PAGE>

                                                                       EXHIBIT B

Form of notification to be sent by facsimile transmission by the Conversion
Agent to the Company, the CF Agent and the Registrar.

                 5 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2010

                                ASML HOLDING N.V.

To:   ______________________

To:   ASML HOLDING N.V.

Note conversion identification reference:

(A)

(B)

(C)

(D)

(E)

                                       12
<PAGE>

(F)

(G)

(H)

Regards

Conversion Agent

Explanation

Against the letters (A) to (H) inclusive will be inserted the following
information with respect to the relevant Conversion Notice.

(A)      =        name and address of converting holder of a beneficial interest
                  in the Notes

(B)      =        total principal amount of Notes to be converted by the same
                  holder of a beneficial interest in the Notes

(C)      =        number of Conversion Shares (excluding fractions) issuable

(D)      =        (if applicable) amount of cash payment due under Condition 5
                  of the Conditions to converting Noteholder in respect of
                  fractions of Conversion Shares.

(E)      =        the amount of any other cash (including any cash payments in
                  lieu of delivery of Conversion Shares) payable upon conversion

(F)      =        the Conversion Date and the Conversion Price in respect of the
                  conversion

(G)      =        name and address of person to who, if applicable, Conversion
                  Shares, a check in respect check in respect of cash payments
                  in lieu of delivery of Conversion Shares pursuant to Condition
                  5 of the Conditions etc. are to be transferred or despatched,
                  and manner of transfer, despatch or collection

(H)      =        (if applicable) amount of any cash payments in lieu of
                  delivery of shares due to converting Noteholder

                                       13
<PAGE>

                                                                       EXHIBIT C

Form of notification to be sent by facsimile transmissions by the CF Agent and
the Registrar to the Conversion Agent which has sent the relevant Conversion
Notice

                  5.5% CONVERTIBLE SUBORDINATED NOTES DUE 2010

                                ASML HOLDING N.V.

To:   The Bank of New York

      as Conversion Agent

To:   [*] (Attention: [*])

      [*] (Attention: [*])

Note conversion identification reference: _______________________

(A)

(B)      (i)

         (ii)

         (iii)

                                       14
<PAGE>

(C)

(D)

Regards,

Amsterdam Exchange Agent, as CF Agent

By: ____________________
      Name:

      Title:

Explanation

Against the letters (A) to (D) inclusive must be inserted the following
information with respect to the delivery of Conversion Shares upon conversion:

(A)      =        the identification code and number of the Agent who forwarded
                  the copy of the Conversion Notice in respect of the Notes that
                  have been converted.

(B)      =        number of Conversion Shares delivered upon conversion.

(C)      =        the date of transfer or despatch of the Conversion Shares and
                  any securities, property or cash or the date the same were
                  made available at the head office of the Paying Agent.

(D)      =        (if applicable) the name and address of the person to whom or
                  to whose order the Conversion Shares and/or cash, if any, were
                  transferred or despatched and, if applicable, the address to
                  which and the manner in which they were transferred or
                  despatched.

                                       15