Agency Agreement, dated as of February 2, 2009



 Exhibit 4.8 
 EXECUTION COPY 
 DELHAIZE GROUP SA/NV 
 as Issuer 
 ING BELGIUM SA/NV 
 as Principal Paying Agent 
 THE BANK
OF NEW YORK MELLON 
 as Trustee 
  
  
 AGENCY AGREEMENT

 dated as of February 2, 2009 
  
  
 relating to 
 USD 300,000,000 5.875% Senior Notes 
 due 2014 







 BETWEEN: 
  

	 	(1)	DELHAIZE GROUP SA/NV, at its specified office at Square Marie Curie 40, 1070 Brussels, Belgium (the “Issuer”); 

  

	 	(2)	ING BELGIUM SA/NV at its specified office at avenue Marnix 24, 1000 Brussels, Belgium, as principal paying agent (the “Principal Paying Agent”); and


  

	 	(3)	THE BANK OF NEW YORK MELLON at its specified office at 101 Barclay Street, New York, NY 10286 (the “Trustee”). 

 WHEREAS: 
  

	 	(A)	The Issuer proposes to issue USD 300,000,000 5.875% senior notes due 2014 (the “Notes”) on or about February 2, 2009 (the “Issue Date”).


  

	 	(B)	Notes shall initially be offered and sold in the form of one or more Global Notes (the “Global Notes”). 

  

	 	(C)	The Notes will be issued under and governed by the terms of an Indenture by and between the Issuer and the Trustee dated February 2, 2009 (as amended, supplemented and/or
restated from time to time, the “Indenture”). 

  

	 	(D)	The Issuer may exchange the Global Notes for definitive registered notes (the “Definitive Registered Notes”) after the Issue Date under certain circumstances as
described in the Indenture. 

  

	1.	INTERPRETATION 

  

	1.1	Definitions 

 “Certificate” means a
certificate that evidences the registration of a Definitive Registered Note in the name of a Holder in the Register . 
 “Clearing
Agreement” means the agreement dated February 2, 2009 by and among the Issuer, the Principal Paying Agent and the NBB. 
 “Clearing Regulations” means the regulations of the X/N System, as amended from time to time. 
 Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture. 
  

	1.2	Headings 

 Headings shall be ignored in construing
this Agreement. 
  

	1.3	Statutory Modifications 

 All references in this
Agreement to the provisions of any statute shall be deemed to be references to that statute as from time to time modified, extended, amended or re-enacted or to any statutory instrument, order or regulation made thereunder or under such
re-enactment. 
  

	1.4	Variations 

 All references in this Agreement to an
agreement, instrument or other document (including, without limitation, this Agreement and the Notes) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied, restated or supplemented
from time to time. 
  

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	1.5	Alternative Clearing System 

 All references in this
Agreement to the X/N System and/or Euroclear shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the NBB, the Issuer, the Principal Paying Agent and the Trustee.

  

	1.6	Principal or Interest 

 References in this Agreement
to the principal or interest in respect of any Global Note or Definitive Registered Note, as the case may be, shall be construed in accordance with the relevant provisions of the Indenture. 
  

	1.7	Clauses and Schedules 

 Any reference in this
Agreement to a Clause or to a Schedule is, unless otherwise stated, to a clause hereof or to a schedule hereto. 
  

	2.	X/N SYSTEM AND EUROCLEAR PROCEDURES APPLICABLE 

 The
Clearing Regulations, the provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” of Euroclear will be applicable to transfers of Book-Entry Interests in the Global
Notes that are held by Participants through Euroclear. 
  

	3.	APPOINTMENT OF AGENTS 

  

	3.1	Principal Paying Agent 

 The Principal Paying Agent
is hereby appointed, and the Principal Paying Agent hereby agrees to act, (i) as domiciliary agent in respect of the Global Notes to perform the duties of domiciliataire of the Issuer under the Clearing Agreement and (ii) as agent
of the Issuer in respect of the Global Notes and the Definitive Registered Notes, as the case may be, in accordance with the terms of this Agreement and the relevant provisions of the Indenture, for the purpose of performing those obligations and
duties imposed upon the Principal Paying Agent by this Agreement and the Indenture. 
 For the avoidance of doubt, the Principal Paying Agent
will not act as Paying Agent for the Definitive Registered Notes since they are not eligible for settlement through the X/N System. 
  

	3.2	Paying Agents 

 The Issuer may by way of agreement
supplemental hereto appoint one or more Paying Agents (in addition to the Principal Paying Agent), and each such Paying Agent so appointed agrees to act as paying agent of the Issuer in respect of the Global Notes or Definitive Registered Notes, as
the case may be, in accordance with the terms of this Agreement and the relevant provisions of the Indenture, for the purpose of paying sums due on the Global Notes or Definitive Registered Notes, as the case may be, and performing all other
obligations and duties imposed upon Paying Agents under the Indenture and this Agreement, including, in particular, Clause 7. 
  

	3.3	Additional Duties 

 The Paying Agents shall perform
such duties as are set out in this Agreement together with such additional duties as are set out with respect to such Paying Agents in the Indenture. No obligations or duties of the Paying Agents which are not expressly stated herein or in the
Indenture shall be implied. 
  

	3.4	Representation and Warranty of the Paying Agents 

 Each Paying Agent hereby represents and warrants to the Issuer that it is qualified to act in its respective capacities under the provisions of this Agreement, the Indenture and under applicable law. 
  

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	3.5	Paying Agents to Act for Trustee 

 At any time after
a Default or an Event of Default shall have occurred and shall be continuing or the Global Notes or Definitive Registered Notes, as the case may be, shall otherwise have become due and repayable or the Trustee shall have received any money which it
proposes to pay under Section 6.10 of the Indenture to the Holders, the Trustee may: 
  

	 	(a)	by notice in writing to the Issuer, the Principal Paying Agent and any other Paying Agents, require the Principal Paying Agent and any other Paying Agents (if other than the Issuer
or a Subsidiary of the Issuer) pursuant to this Agreement: 

  

	 	(i)	to act thereafter as Principal Paying Agent or Paying Agent in relation to payments to be made by or on behalf of the Trustee under the provisions of the Indenture mutatis
mutandis on the terms provided in this Agreement (save that the Trustee’s liability under any provision of this Agreement for the indemnification, remuneration and payment of out-of-pocket expenses of the Principal Paying Agent, or any
other Paying Agent shall be limited to the amounts for the time being held by the Trustee on the trust of the Indenture relating to the Global Notes or Definitive Registered Notes, as the case may be, and available for such purpose) and thereafter
to hold all Global Notes or Certificates, as the case may be, and all sums (not otherwise directly payable to the Holders under Section 4.01 of the Indenture), documents and records held by them in respect of the Global Notes or Definitive
Registered Notes, as the case may be, on behalf of the Trustee; or 

  

	 	(ii)	to deliver up all sums, documents and records held by them in respect of the Global Notes or Definitive Registered Notes, as the case may be, to the Trustee or as the Trustee shall
direct in such notice; provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any applicable law or regulation; and 

  

	 	(b)	by notice in writing to the Issuer, require the Issuer to make all subsequent payments in respect of the Global Notes or Definitive Registered Notes, as the case may be, to or to
the order of the Trustee and not to the Principal Paying Agent or the Recipient (as defined below) in accordance with Section 2.05 of the Indenture. 

  


	3.6	Notices of Change of Trustee or Paying Agent 

 The
Issuer shall forthwith give notice to each of the Paying Agents of any change in the Person or Persons appointed as Trustee and shall forthwith give notice to the Trustee of any change in the Person or Persons appointed as any of the Paying Agents.

  

	4.	TRANSFER AND EXCHANGE OF GLOBAL NOTES 

  

	4.1	The Global Notes 

 Upon execution and issuance by
the Issuer of any Global Notes and authentication of such Global Notes by the Trustee in accordance with Section 2.03 of the Indenture, the Trustee or its agent will cause the Global Notes to be delivered to and held by the NBB. Upon receipt of
the Global Notes, the Principal Paying Agent will cause the NBB to verify the receipt thereof in writing to the Principal Paying Agent, who will immediately deliver a copy of the same to the Issuer and the Trustee. 
  

	4.2	The Definitive Registered Notes 

 In connection with
any transfer or exchange under Section 2.07 and Appendix A of the Indenture, the Issuer hereby authorizes and instructs the Trustee to complete (as directed by the Principal Paying Agent or any other Paying Agent or as initialed by the Trustee
itself) any Certificates delivered to the Trustee for execution by the Issuer pursuant to this Clause 4.2, in each case if and as required under Belgian law or 

  

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the terms of the Indenture, and to send any such completed Certificates to the Issuer for execution, if required for their issuance under Belgian law and the
terms of the Indenture. Upon any such execution by the Issuer of the Certificates, or otherwise upon their delivery to the Trustee, the Trustee shall authenticate (in accordance with the provisions of the Indenture) any new Certificate if required
to be so authenticated under Belgian law or the terms of the Indenture and shall, upon entry of such Holder in the Register as specified below, deliver a Certificate to the Holder entitled thereto. The Issuer or an agent appointed by the Issuer for
such purpose shall register the Holder of such Certificates in the Register in such name or names given to it by the relevant person as set out in Appendix A to the Indenture, and the Issuer or such agent shall promptly notify the Principal Paying
Agent that it has done so. The Issuer shall also arrange for such Global Notes and any documents evidencing the exchange of the Definitive Registered Notes or specifying their terms that are required to enable the Principal Paying Agent or any other
Paying Agent and/or the Trustee to perform their obligations under this Agreement and the relevant provisions of the Indenture to be made available to the Trustee and/or the Principal Paying Agent or any other Paying Agent from time to time and in
accordance with the provisions of the Clearing Agreement. 
  

	5.	DUTIES OF THE AGENTS 

  

	5.1	Administrative Duties 

 If and to the extent
specified by the Indenture and the terms of this Agreement, each Paying Agent will: 
  

	 	(a)	receive and process requests for the transfer, exchange, redemption and repurchase of interests in the Global Notes or Definitive Registered Notes, as the case may be, inform the
other Paying Agents, as applicable, of required matters in connection therewith, and assist in the exchange of the Global Notes for Definitive Registered Notes and any revised “Schedule of Increases or Decreases in Global Note” in respect
of the Global Notes, in each case, in accordance with the terms and conditions of this Agreement and the Indenture, including, without limitation, the restrictions on transfer and exchange set forth in Section 2.07 and Appendix A thereof; and


  

	 	(b)	carry out such other acts as may be necessary to give effect to the Indenture and the other provisions of this Agreement. 

  

	5.2	Transfer, Exchange and Redemption 

  

	 	(a)	Transfers, exchanges and redemption by the Issuer or any Holder of interests in the Global Notes, the issue of a new “Schedule of Increases or Decreases in Global Note”
attached to any Global Note and registration of transfers and exchanges of interests in Definitive Registered Notes shall, in each case, be made pursuant to Section 2.07 and Appendix A of the Indenture. 

  

	 	(b)	To the extent permitted under the Indenture, the Issuer, or an agent appointed by the Issuer for such purpose, will receive requests for the transfer of interests in Definitive
Registered Notes into interests in any Global Note, and instruct the Issuer, or the agent appointed by the Issuer for such purpose, to make the necessary entries in the Register and instruct the Principal Paying Agent to issue a new “Schedule
of Increases or Decreases in Global Note” attached to the relevant Global Note in accordance with the terms and conditions of this Agreement (including, without limitation, those set forth in Clause 5.2(a) above). 

  

	 	(c)	The Principal Paying Agent will receive requests for the transfer and/or exchange of interests in any Global Note into interests in Definitive Registered Notes, issue a new
“Schedule of Increases or Decreases in Global Note” attached to the relevant Global Note in accordance with the terms and conditions of this Agreement (including, without limitation, those set forth in Clause 5.2(a) above) and instruct the
Issuer, or an agent appointed by the Issuer for such purpose, to make the necessary entries in the Register. The Trustee shall cause to be authenticated and delivered (to the extent required by and in accordance with Clause 4.2 and the provisions of
the Indenture) to each Holder of an interest in any Definitive Registered Note, a Certificate in respect thereof in the form set out in the Indenture. 

  

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	 	(d)	The Principal Paying Agent will receive requests for all other transfers and/or exchanges and/or redemption by the Issuer of the Notes, except as otherwise set forth in
Section 2.07 and Appendix A of the Indenture, and shall issue a new “Schedule of Increases or Decreases in Global Note” attached to any Global Note in accordance with the terms and conditions of this Agreement (including, without
limitation, those set forth in Clause 5.2(a) above) to the NBB who will amend the principal amount of the Global Note(s) accordingly. 

  

	5.3	Replacement Notes 

 Replacement Notes shall be
issued pursuant to Section 2.08 of the Indenture. 
  

	5.4	Cancellation 

 Cancellation of Notes shall be made
pursuant to Section 2.11 of the Indenture. 
  

	5.5	Miscellaneous 

  

	 	(a)	The Principal Paying Agent will, if requested by the Issuer, instruct the NBB and/or Euroclear, as applicable, to send Internal Revenue Service Forms W-8 and/or Internal Revenue
Service Forms W-9, as applicable, to the Participants and Indirect Participants with the instruction to deliver such Forms W-8 and Forms W-9 to the Issuer. 

  

	 	(b)	The Principal Paying Agent will, at all times, comply with its obligations under, and enforce the provisions of the Clearing Agreement. 

  

	 	(c)	Should the NBB enter into an agreement with the sub-custodian in accordance with the provisions of Section 5.1 of the Clearing Agreement and inform the Principal Paying Agent
thereof, the Principal Paying Agent will request from NBB a copy of such agreement and, on receipt of any such agreement, shall provide a copy of the same to the Issuer. 

  

	6.	DOCUMENTS AND FORMS 

  

	6.1	Supply of Forms 

 The Issuer will deliver to the
Trustee or an authentication agent named by the Trustee for the performance of its duties hereunder, from time to time, so long as any Definitive Registered Note is outstanding, a supply of forms of Certificates sufficient to meet the Trustee’s
anticipated requirements for Certificates in reasonably sufficient time for the issue of the Certificates. 
  

	6.2	Safekeeping of Certificates 

 The Trustee shall, or
shall ensure that the authentication agent does, maintain in safe custody all forms of Certificates delivered to and held by it and shall ensure that Certificates are issued only in accordance with the Indenture and the provisions of this Agreement.

  

	6.3	Information 

 Within seven days of any request in
writing therefor by the Issuer, so long as any of the Definitive Registered Notes are outstanding, the Trustee or the authentication agent shall certify to the Issuer the number of forms of Certificates held by it hereunder. 
  

	6.4	Authentication Agent 

 The Trustee hereby names ING
Belgium SA/NV to initially act as authentication agent with respect to the Global Notes. 
  

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	7.	PAYMENT 

  

	7.1	Payment to the Principal Paying Agent, to the Recipient or to Holders 

 In order to provide for the payment of principal and interest in respect of the Global Notes or the Definitive Registered Notes, as the case may be, as the same becomes due and payable, the Issuer shall pay or procure
to be paid (in respect of the Global Notes) to the Principal Paying Agent or directly to the holders of the Global Notes (as shown in the records of the NBB or of a Participant in the X/N System) (the “Recipient”) or (in respect of
the Definitive Registered Notes) directly to the Holders of Definitive Registered Notes, for value on the day on which such payment becomes due, an amount equal to the amount of principal and/or (as the case may be) interest falling due in respect
of such Global Notes or Definitive Registered Notes, as the case may be, on the due date. The Recipient in respect of the Notes is expected initially to be the Bank of New York Mellon acting as CDI Depositary. 
  

	7.2	Manner and Time of Payment and Pre-Advice of Payment 

 Each amount payable under Clause 7.1 shall be paid unconditionally by credit transfer in the payment currency and in same day, freely transferable cleared funds no later than 10.00 a.m. (Brussels time) on the relevant day (with value as
defined under Clause 7.1) to such account at such bank as the Principal Paying Agent or the Recipient, as the case may be, may from time to time by notice to the Issuer (with a copy to the Trustee) specify for such purpose subject to receipt of
confirmation by the Principal Paying Agent that it has sent no notice of cancellation of the Global Notes to the NBB. The Issuer, shall before 9.00 a.m. (Brussels time) on the second Business Day prior to the day on which the Principal Paying Agent
or the Recipient, as the case may be, receives payment for amounts, procure that the bank effecting payment for it confirms by tested telex or SWIFT MT100 message (or any other method acceptable to the Principal Paying Agent or the Recipient, as the
case may be) to the Principal Paying Agent or the Recipient, as the case may be, the payment instructions relating to such payment. 
  

	7.3	Notification in the Event of Non-Payment or Failure to Pre-Advise Payment 

 The Principal Paying Agent shall forthwith notify the Trustee, any other Paying Agents and, the Issuer if (a) it has not, or becomes aware that the Recipient has not, by the time specified for its receipt
received the confirmation referred to in Clause 7.2 or (b) if it has not, or becomes aware that the Recipient has not, by the relevant date specified in Clause 7.1 received unconditionally the full amount in the payment currency required for
the payment, unless it is satisfied that it or the Recipient will receive such amount. 
  

	7.4	Payments by the Principal Paying Agent in respect of the Global Notes 

  

	 	(a)	The Principal Paying Agent, so long as the Notes are evidenced by the Global Notes and payment is made to it under Clause 7.1, shall make or procure the making of payments of
principal and interest in respect of such Notes held through the X/N System to an account specified by the Recipient in accordance with this Agreement and the Indenture. 

  

	 	(b)	In the case of payment of principal, so long as the Notes are evidenced by the Global Notes, the Principal Paying Agent shall procure that there is noted in the “Schedule of
Increases or Decreases in Global Note” to such Global Note, the amount of such payment and the remaining principal amount of such Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and
shall procure the signature of such notation on its behalf. 

  

	7.5	Payments by the Issuer in respect of the Definitive Registered Notes 

 The Issuer shall pay or procure payment of principal and interest in respect of Definitive Registered Notes to Holders, in accordance with this Agreement and the Indenture; provided, however, that any of the
Paying Agents shall cancel each Certificate against presentation and surrender of which it has made full payment of principal and interest and shall deliver each Certificate so cancelled by it to, or to the order of, the Trustee. 
  

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	7.6	Payment after Failure to Pre-Advise of Late Payment 

 The Principal Paying Agent shall forthwith notify by fax, in accordance with Clause 9, each of the other Paying Agents, if any, the Issuer, the Trustee, and, if requested by the Trustee (at the expense of the Issuer), the Holders if at any
time following the giving of a notice by the Principal Paying Agent under Clause 7.3 either the Principal Paying Agent becomes aware that any payment provided for in Clause 7.1 is made on or after its due date but otherwise in accordance
with this Agreement or the Principal Paying Agent is satisfied that it will receive such payment. 
  

	7.7	Suspension of Payment by Paying Agents 

 Upon
receipt of a notice from the Principal Paying Agent or, as the case may be, the Recipient, under Clause 7.3, each Paying Agent shall cease making payments as soon as is reasonably practicable. 
  

	7.8	Reserved 

  

	7.9	Method of Payment to Principal Paying Agent or Recipient 

 All sums payable to the Principal Paying Agent or the Recipient, as the case may be, hereunder shall be paid in the payment currency to such account with such bank as the Principal Paying Agent or the Recipient, as the case may be, may from
time to time notify to the Issuer. 
  

	7.10 	Moneys held by Paying Agents 

 The Principal Paying
Agent or, as the case may be, any other Paying Agent, shall hold money for the benefit of the Holders. The Principal Paying Agent or, as the case may be, any other Paying Agent, (a) may not exercise any lien, right of set-off or similar claim
in respect of them and (b) shall not be liable to anyone for interest on any sums held by it under this Agreement. Each Paying Agent agrees that it shall hold in trust for the benefit of the Holders all moneys held by such Paying Agent for the
payment of principal, premium, if any, or interest on the Global Notes and will notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. Subject to Clause 3.5, upon payment over to the Trustee, each Paying Agent will have no further liability for the money. 
  

	7.11 	Interest 

 If the Paying Agent or, as the case may
be, any other Paying Agent, pays out any amount due in respect of the Global Notes in accordance with the Indenture before receipt of the amount due under Clause 7.1, the Issuer shall on demand reimburse such Paying Agent for the relevant
amount and pay interest to the Principal Paying Agent on such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal to the cost to such Paying Agent of funding the amount paid out,
as certified by such Paying Agent. Such interest shall be compounded daily. 
  

	7.12 	Repayment 

 If claims in respect of any Global Note
become prescribed under the Indenture, the Principal Paying Agent shall forthwith repay to, and at the request of, the Issuer the amount (if any) which would have been due on such Global Note if it had been presented for payment before such claim
became void or prescribed. The Principal Paying Agent shall not, subject to Clause 12, be otherwise required or entitled to repay any sums received by it under this Agreement save as specifically required hereunder. 
  

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	7.13 	Void Claims 

 If claims in respect of any Global
Note become void under the Indenture, the Principal Paying Agent shall forthwith repay to the Issuer the amount (if any) which would have been due on such Global Note if such Global Note had been presented for payment before such claim became void.

  

	8.	CANCELLATION, DESTRUCTION AND RECORDS 

  

	8.1	Cancellation 

 All Certificates which are
surrendered for transfer, exchange, redemption or repurchase shall be delivered to the Issuer or its appointed agent for cancellation, and the Registrar shall reduce the relevant principal amount on the Register against the name of the Holder unless
otherwise instructed by the Trustee. 
  

	8.2	Certification of Payment Details 

 The relevant
Paying Agent shall as soon as practicable after redemption, payment, exchange or replacement of Global Notes, as the case may be, upon written request furnish to the Issuer and the Principal Paying Agent, a certificate stating: 
  

	 	(a)	the aggregate principal amount(s) of Global Notes which have been redeemed and the aggregate amount(s) paid in respect of interest paid on each Global Note;


  

	 	(b)	the Common Code and ISIN numbers of such Global Notes, 

  

	 	(c)	the aggregate principal amounts of Global Notes which have been so exchanged or surrendered and replaced. 

  

	8.3	Destruction 

 Unless otherwise previously instructed
by the Issuer or its appointed agent, the Principal Paying Agent or its designated agent shall destroy all cancelled Certificates and send to the Issuer and the relevant Paying Agent a certificate giving the Certificate numbers, if any, and any
Certificates in numerical sequence and the aggregate amount paid in respect of the corresponding Definitive Registered Notes. 
  

	8.4	Records 

 The Principal Paying Agent or, as the case
may be, the Registrar, shall keep or cause to be kept a record of the transfer, exchange, payment, redemption and repurchase of all Global Notes or, respectively, Definitive Registered Notes, as the case may be. They shall make or shall cause to be
made such record available at all reasonable times to the Issuer. 
  

	8.5	Warning Notice 

 To the extent relevant, whenever
any Certificate alleged to have been lost, stolen or destroyed, and in replacement for which a new Certificate has been delivered, shall be presented to any of the Paying Agents or for payment, such Paying Agent shall immediately send notice thereof
to the Trustee, which shall immediately inform the Issuer and the Registrar and such Paying Agent shall not be obliged to make any payment in respect of the Definitive Registered Note evidenced by such Certificate until instructed to do so by the
Registrar who shall have been so instructed by the Issuer. 
  

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	9.	NOTICES 

 Any notice or communication by any party
hereunder to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier, to the others’ address: 
  

	 	(a)	If to the Issuer, at: 

 Square Marie Curie 40 

1070 Brussels 
 Belgium 
 Fax:             + 32 2412 2118 (for Richard James) 
                     + 32 2412 2118 (for William
Schoofs) 
 Attention:    Richard James and William Schoofs (separate notices for each person) 
  

	 	(b)	If to the Principal Paying Agent, at: 

 ING Belgium sa/nv

 avenue Marnix 24 
 B-1000
Brussels 
 Belgium 
 Fax:             +32 2 547 36 86 
 Attention:    Legal Financial Markets 
  

	 	(c)	If to the Trustee, at: 

 The Bank of New York Mellon

 101 Barclay Street 
 New
York, NY 10286 
 United States of America 
 Fax:             +44 20 7964 2536 
 Attention:    Corporate Trust Administration 
 Any of the above listed Persons, by notice to the others, may designate
additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) will be
deemed to have been duly given: at the time delivered by hand, if personally delivered; two Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier; provided, however, that any such notice or communication which would otherwise be deemed to have been duly given after 4:00 p.m. on any particular day shall not be deemed duly
given until 10:00 a.m. on the immediately succeeding Business Day in the place of addressee. 
 Any notice or communication delivered pursuant to this
Agreement to a Holder of Definitive Registered Notes will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier to its address shown on the Register. Failure to mail a notice or communication
to such Holder or any defect in it will not affect its sufficiency with respect to other Holders. 
 All notices to the Holders (while any Notes are
represented by one or more Global Notes) shall be made in accordance with Section 10.02 of the Indenture. 
 If a notice or communication is mailed or
published in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 
  

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	10.	DOCUMENTS AND FORMS 

  

	10.1 	Distribution by Paying Agents 

 The Issuer or its
appointed agent shall provide to the relevant Paying Agent for distribution to the relevant Holder upon such Holder’s request: 
  

	 	(a)	specimen Certificates, if the same are prepared; and 

  

	 	(b)	sufficient copies of this Agreement and the Indenture together with electronic copies in a protected file format to be available for inspection, together with any other documents
required to be available for inspection or made available to Holders. 

  

	10.2 	Documents for Inspection 

 On behalf of the Issuer,
the Principal Paying Agent and each of the other Paying Agents, if any, will make available through their respective specified offices to Holders during usual business hours any documents sent to the Principal Paying Agent for this purpose by the
Issuer, as the case may be. 
  

	11.	INDEMNITY 

  

	11.1 	Indemnity by the Issuer 

 The Issuer shall indemnify
each of the Paying Agents (together with such Paying Agent’s directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions or demands which such Paying Agent may incur or which may be made against such
Paying Agent as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of such Paying Agent, as the case may be, under this Agreement relating to the Global Notes or Definitive
Registered Notes, as the case may be, except such as may result from its own willful default, fraud, negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents provided, however that
this Clause 11.1 shall not apply to the extent that any or all of the Paying Agents became Paying Agents of the Trustee in accordance with Clause 3.5 of this Agreement. 
  

	11.2 	Indemnity by the Paying Agents 

 Each of the Paying
Agents shall severally indemnify the Issuer against any loss, liability, cost, expense, claim, action or demand which the Issuer may incur or which may be made against the Issuer, as a result of or in connection with such Paying Agent’s own
willful default, fraud, negligence, bad faith or failure to comply with its obligations under this Agreement or that of its officers, employees or agents. Notwithstanding the foregoing under no circumstances will any Paying Agent be liable to the
Issuer or any other party for the consequential loss (being loss of earnings, good will and operating profit even if such Paying Agent has been advised of the possibility of such loss). 
  

	11.3 	Payment 

 In relation to Clause 11.1 and Clause
11.2, the Issuer or the relevant Paying Agent (as applicable) shall indemnify the Paying Agents and the Issuer, respectively and as applicable, promptly upon receipt by the Issuer of a demand therefor supported by evidence of such loss, liability,
cost, expense, claim, action or demand. 
  

	11.4 	Paying Agents’ Liability 

 Each Paying Agent
shall not be liable for any loss caused by events beyond its reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities,
abnormal operating conditions or force majeure. Each Paying Agent shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, loss of profits, whether or not
foreseeable) suffered by the 

  

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Issuer in connection with the transactions contemplated by and the relationship established by this Agreement even if such Paying Agent has been advised as
to the possibility of the same. These provisions will override all other provisions of this Agreement. However, this Clause shall not be deemed to apply in the event of a determination of fraud on the part of a Paying Agent in a non-appealable
judgment of a court having jurisdiction. 
  

	11.5 	Survival of Indemnities 

 The indemnities set out in
Clauses 11.1 and 11.2 shall continue in full force and effect notwithstanding any termination or expiry of this Agreement. 
  

	12.	GENERAL 

  

	12.1 	Obligations and Duties of the Paying Agents 

 The
obligations and duties of the Paying Agents under this Agreement shall be several and not joint. 
 The Paying Agents shall not be under any
obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. No implied duties or obligations shall be read into
such documents against any Paying Agent. 
 Save as set forth in Article 9 of the Indenture, if the terms of the Indenture, the Global Notes
or Definitive Registered Notes, as the case may be, are amended on or after the date of this Agreement in a way which affects the duties expressed to be performed by any of the Paying Agents, no Paying Agent shall be obliged to perform such duties
as so amended unless it has first approved the relevant change to the terms of the Indenture or the Global Notes or Definitive Registered Notes, as the case may be. 
  

	12.2 	Consultation 

 Each Paying Agent may consult with
legal or other professional advisers selected by it and the written opinion of such advisers shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by such Paying Agent hereunder in good faith
and in accordance with the opinion of such advisers. 
  

	12.3 	Reliance on Documents 

 Each Paying Agent shall be
protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon any, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper parties. 
  

	12.4 	Reliance on Certificates 

 Each Paying Agent shall
be able to rely on the certificate of any party without enquiry as to any statement of such party such Paying Agent requires under the terms of this Agreement to carry out its duties hereunder. 
  

	12.5 	Other Relationships 

 The Principal Paying Agent and
the other Paying Agents and their affiliates, directors, officers and employees may become the owners of, or acquire any interest in, any Global Notes or Definitive Registered Notes, as the case may be, with the same rights as any other owner or
holder, and may engage or be interested in any business transaction with the Issuer without being liable to account to the Holders for any resulting profit, and may act on, or as depository, trustee or agent for, any committee or body of Holders or
other obligations of the Issuer as freely as if they were not a party, or connected with a party, to this Agreement. 
  

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	12.6 	Owner 

 Except as ordered by a court of competent
jurisdiction or as required by law, each of the Paying Agents shall deem and treat the Person in whose name any Global Note is entered in the relevant account of the NBB, the X/N System, or Definitive Registered Note is registered in the Register as
absolute owner thereof for the purpose of making payments and for all other purposes subject to the terms of the Indenture. 
  

	12.7 	No Lien 

 None of the Paying Agents shall exercise
any lien, right of set-off or similar claim against the Issuer, any Holder of the Global Notes or Definitive Registered Notes, as the case may be, or over any amount held by them pursuant to the terms hereof. 
  

	12.8 	Successor 

 In this Agreement,
“successor” in relation to a party hereto means an assignee or successor in title of such Person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of such party hereunder to
which under such laws the same has been transferred. 
  

	12.9 	Conflicts with the Clearing Agreement and the Indenture 

 To the extent that any terms and conditions set forth herein regarding the duties and obligations of the Paying Agents conflict with the provisions of the Clearing Agreement or the Indenture, the terms of the Indenture and then the Clearing
Agreement shall govern. 
  

	12.10 	Amendment and Waiver 

 The Issuer and the Paying
Agents shall only agree to any amendment or modification to this Agreement in compliance with the relevant provisions of the Indenture. 
  

	13.	CHANGE IN APPOINTMENTS 

  

	13.1 	Termination 

  

	 	(a)	Subject to Clause 13.7, the Issuer, with the prior written approval of the Trustee, may at any time appoint additional Paying Agents and/or terminate the appointment of any Paying
Agent by giving to the Principal Paying Agent and the Paying Agent concerned at least 60 days’ prior written notice to that effect; provided always that in the case of termination of the appointment of the Principal Paying Agent, no such
notice shall take effect until a new Principal Paying Agent (approved in advance in writing by the Trustee) to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent has been appointed and,
provided further that any new Principal Paying Agent holds an account in the X/N System and agrees to be bound by the provisions of the Clearing Agreement. 

  

	 	(b)	Subject to Clause 13.7, if at any time any Paying Agent shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the
benefit of its creditors or consent to the appointment of a receiver or similar official of all or any substantial part of its property, or if a receiver of it or of all or any substantial part of its property shall be appointed, or if any public
officer shall take charge or control of the Paying Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, or a resolution is passed or an order made for the winding up of the Paying Agent, the Issuer
may, with the prior written approval of the Trustee, terminate the appointment of such Paying Agent forthwith upon giving written notice and without regard to the provisions of Clause 13.1(a) above except in the case of the Principal Paying Agent
whose appointment may not be terminated until a new Principal Paying Agent has been appointed who holds an account in the X/N System and agrees to be bound by the provisions of the Clearing Agreement. The termination of the appointment of any Paying
Agent hereunder shall not entitle such Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 

  

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	13.2 	Resignation 

  

	 	(a)	Subject to Clause 13.7, any Paying Agent may resign its appointment hereunder at any time by giving to the Issuer, the Trustee and (except in the case of resignation of the
Principal Paying Agent) the Principal Paying Agent at least 60 days’ written notice to that effect; provided that in the case of resignation of the Principal Paying Agent (approved in advance in writing by the Trustee) no such
resignation shall take effect until a new Principal Paying Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Principal Paying Agent and such new Principal Paying Agent
holds an account in the X/N System and agrees to be bound by the provisions of the Clearing Agreement. 

  

	 	(b)	If any Paying Agent gives notice of its resignation in accordance with this Clause 13.2 and a replacement Paying Agent is required and by the tenth day before the expiration of
such notice such replacement has not been duly appointed, such Paying Agent may itself appoint as its replacement any reputable and experienced financial institution. Immediately following such appointment, such Paying Agent shall give notice of
such appointment to the Issuer, the Trustee and the remaining Paying Agents whereupon the Issuer, the remaining Paying Agents and the replacement Paying Agent shall acquire and become subject to the same rights and obligations between themselves as
if they had entered into an agreement in the form mutatis mutandis of this Agreement. 

  

	13.3 	Effect of Resignation 

 Upon its resignation or
removal becoming effective: 
  

	 	(a)	the Principal Paying Agent shall forthwith transfer all moneys and records held by it hereunder to the successor Principal Paying Agent, but shall have no other duties or
responsibilities hereunder, and shall be entitled to the payment by the Issuer, of its remuneration for the services previously rendered hereunder in accordance with the terms of Clause 14 and to the reimbursement of all reasonable expenses
(including legal fees) incurred in connection therewith; and 

  

	 	(b)	the Principal Paying Agent shall repay to the Issuer (or to the Issuer’s order) a pro rata proportion (calculated on the basis of the total number of interest payments
made and to be made under the Global Notes or Definitive Registered Notes, as the case may be) of the fees paid to it in such capacity hereunder. 

  

	13.4 	Merger or Consolidation 

 A corporation into which
any Paying Agent is merged or with which it is consolidated or which results from a merger or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Paying Agent under this Agreement. The Agent agrees
to do all such further acts and things (if any) as are necessary to give effect to this Clause 13.4. The Paying Agent shall forthwith notify the other parties to this Agreement as soon as practicable after it becomes aware that any such event
shall occur, giving details of the date on which such event is to occur and of the successor Paying Agent. 
  

	13.5 	Vesting of Powers 

 Upon any successor Paying Agent
appointed hereunder executing, acknowledging and delivering to the Issuer and the Trustee an instrument accepting such appointment hereunder, it shall, without any further act, deed or conveyance, become vested with all authority, rights, powers,
trusts, indemnities, duties and obligations of the Paying Agent hereunder. 
  

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	13.6 	Change of Office 

 If any Paying Agent shall change
its specified office, it shall give to the Issuer and (where applicable) the Principal Paying Agent, not less than 30 days’ prior written notice to that effect giving the address of the changed specified office. On behalf of the Issuer, the
Principal Paying Agent (or failing which the Issuer) shall (unless the appointment of the Principal Paying Agent or the relevant Paying Agent is to terminate pursuant to Clause 13.1 or 13.2 on or prior to the date of such change) give to the
Holders at least 15 days’ notice of such change and of the address of the changed specified office in accordance with the Section 10.02 of the Indenture. 
  

	13.7 	Change in the appointment of the Principal Paying Agent 

 In the event that the Principal Paying Agent ceases to hold an account in the X/N System or the appointment of the identity of the Principal Paying Agent is changed in accordance with the provisions of Clauses 13.1 and 13.2, above, the
Principal Paying Agent shall remain obligated to fully perform its obligations under this Agreement until a new Principal Paying Agent is appointed, who holds an account in the X/N System, agrees to be bound by the provisions of the Clearing
Agreement and fully assumes the function of Principal Paying Agent under this Agreement. 
  

	14.	FEES AND EXPENSES 

  

	14.1 	Fees 

 The Issuer shall, in respect of the services
to be performed by the Principal Paying Agent and the other Paying Agents under this Agreement, pay to the Principal Paying Agent or the relevant Paying Agent the fee (together with any applicable value added tax thereon which may be imposed in any
relevant jurisdiction) as separately agreed in writing. 
  

	14.2 	Expenses 

 The Issuer shall also pay, or procure the
payment of, (against presentation of the relevant invoices) all out-of-pocket expenses (including, without limitation, reasonable cable and postage expenses and insurance costs but excluding the clearing expenses of the NBB) reasonably incurred by
the Principal Paying Agent and/or the other Paying Agents in connection with their services hereunder, together with any applicable value added tax as aforesaid. 
 The Issuer shall also pay the clearing expenses of the NBB in accordance with the Clearing Agreement. 
  

	14.3 	Taxes and Duties 

 The Issuer agrees to pay, or
procure the payment of, any and all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which are payable upon or in connection with the execution and delivery of this Agreement,
and the Issuer shall indemnify each Paying Agent on demand against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonable legal fees and any applicable value added tax) which it incurs as a
result or arising out of or in relation to any failure by the Issuer to pay or delay in paying any of the same. All payments by the Issuer made in accordance with this Clause 14.3 or 11.1 shall be made free and clear of, and without withholding or
deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that
event, the Issuer shall pay such additional amounts as will result in the relevant Paying Agent receiving such amounts as would have been received by it if no such withholding or deduction had been required. 
  

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	14.4	Amendments to this Clause 14 

 At the request of the
Principal Paying Agent, the parties to this Agreement may, from time to time during the continuance of this Agreement review the fees agreed initially pursuant to Clause 14.1 with a view to determining whether the parties can mutually agree upon any
changes to such fees. 
  

	15.	COUNTERPARTS 

 This Agreement may be executed and
delivered in any number of counterparts, all of which, taken together, shall constitute one and the same document and any party to this Agreement may enter into the same by executing and delivering a counterpart. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. 
  

	16.	SEVERABILITY 

 In case any provision in this
Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 
  

	17.	GOVERNING LAW, GOVERNING LANGUAGE AND JURISDICTION 

  

	17.1	Governing Law 

 This Agreement shall be governed by
and construed in accordance with the laws of New York. 
  

	17.2	Appointment of Process Agent by Issuer 

 The Issuer
has appointed, as its authorized agent (the “Authorized Agent”) Corporate Service Company, upon whom process may be served in any such suit, action or proceeding arising out of or based upon this Agreement, which may be instituted
in a court located in the Borough of Manhattan, the City of New York (the “Appointment Letter Agreement”). 
  

	17.3	Jurisdiction 

 The parties hereto submit to the
non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan, The City of New York. 
  

	17.4	U.S. securities law requirements 

 If and to the
extent required by the Indenture, this Agreement shall be subject to and shall incorporate any requirements of the US Trust Indenture Act of 1939 as in effect at such time. 
 [signature page follows] 
  

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 IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written. 
 THE ISSUER 
  

			
	DELHAIZE GROUP SA/NV
	
	By: 
	
	/s/ Richard James
	Name:	 	Richard James
	Title:	 	Vice President - Finance

  

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 THE PRINCIPAL PAYING AGENT 
  

											
	ING BELGIUM SA/NV	 	
			
	By: 	 		 	By: 
				
	 /s/ L. Diez-Rouleff
	 		 		 	/s/ Bertrand Soenen
	Name:	 	L. Diez-Rouleff	 		 		 	Name:	 	Bertrand Soenen
	Title:	 	Fondé de pouvoir	 		 		 	Title:	 	Sous-directeur

  

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 THE TRUSTEE 
  

			
	THE BANK OF NEW YORK MELLON
	
	By: 
	
	 /s/ Mark Jeanes

	Name:	 	Mark Jeanes
	Title:	 	Assistant Vice President

  

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