Exhibit
      4.7

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UNILEVER







GLOBAL SHARE INCENTIVE PLAN 2007





Shareholders Approval:

15 and 16 May 2007



Expiry Date:

15 May 2017

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Rules of the Unilever Global Share Incentive Plan 2007

The Plan was approved by shareholders on [15 and 16 May 2007] and will be operated in compliance with the shareholders resolution.

The key decisions of the Board will be made on proposal of the RemCo, these include the determination of the Performance Condition, the terms and levels of any grant, Vesting if there is a
corporate event and at the end of the Performance Period and changes to the Plan rules.

This introduction does not form part of the rules.

|1   | Granting Awards                                                                                                                                                                                                                                                                                                                                                                                                                         
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|1.1 | Purpose                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | Awards may be granted to employees and executive directors (including new employees and directors) for purposes of incentivisation, retention and/or recruitment. Awards will be granted under the
Rules from time to time.                                                                                                                                                                                                             
|   
|1.2 | Approval of the Board                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | Any Award granted under the Plan must be approved in advance by the Board and/or the RemCo as appropriate.                                                                                                                                                                                                                                                                                                                              
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|1.3 | Eligibility                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | The Grantor may grant an Award to any of its employees (including an executive director) or to employees (including executive directors) of any of its Subsidiaries.                                                                                                                                                                                                                                                                    
|   
|1.4 | Timing of Award                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|    | Awards may not be granted at any time after the Expiry Date of the Plan.                                                                                                                                                                                                                                                                                                                                                                
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|    | Awards may only be granted at such time when Dealing Restrictions do not apply and within 42 days starting on any of the following:                                                                                                                                                                                                                                                                                                     
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|    | 1.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|    | 1.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|    | 1.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|    | 1.4.4                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|    | 1.4.5                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|1.5 | Performance Conditions                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | When granting an Award, the Grantor will generally make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Group. A Performance Condition must
be objective, specified at the Award Date and may provide that an Award will lapse if a Performance Condition is not satisfied. The Grantor, with the consent of the Board, may change a Performance Condition during the Performance



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|    | Period to take account of any structural changes relating to the Shares or the Group in accordance with established market practice.                                                                                                                                                                                                                                                                                                                                                                                         
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|1.6 | Additional conditions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | The Grantor may impose additional conditions when granting an Award. Any condition must be objective, specified at the Award Date and may provide that an Award will lapse if it is not satisfied.
Except for executive directors of PLC or NV the Grantor, with the consent of the Board, may waive or change this additional condition, in accordance with its terms or in any way it sees fit. Notwithstanding anything else in the Plan, an Award will
only Vest to the extent that any condition is satisfied or waived.
|   
|1.7 | Award confirmation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | Each Participant will receive a confirmation setting out the type of Award and terms of the Award as soon as practicable after the Award Date. If any confirmation is lost or damaged the Board may
replace it on such terms as it decides.                                                                                                                                                                                                                                                                                  
|   
|1.8 | No payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | A Participant is not required to give consideration for the grant of any Award.                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|1.9 | Disclaimer of Award                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | Any Participant may disclaim all or part of his Award within 30 days after receipt of the Award confirmation by notice in writing to any person nominated by the Grantor. This period may be
extended if there are Dealing Restrictions during this period. If an Award is disclaimed, the Award will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer.                                                                                                          
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|2   | Terms of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|2.1 | Grant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | Awards are subject to the rules of the Plan, any Performance Condition and any additional condition imposed under rule 1.6 (Additional conditions). Awards are intended to be legally enforceable.
Awards subject to English law must be granted by deed. Awards subject to Dutch law will be in such form as specified by the Board.                                                                                                                                                                                        
|   
|2.2 | Terms of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    | The terms of the Award, as determined by the Grantor and approved by the Board, must be specified in the confirmation and must include:                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | 2.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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| | 2.2.2 | the number of Shares subject to the Award,
        or in the case of a Conditional Award or an Option, whether the Award
        consists of the right to receive the equivalent amount to that number
    of Shares in cash; 
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| |       |                                                                                                                                                                                                                               
| | 2.2.3 | the Shares comprised in the Award,
    whether they are NV Shares, PLC Shares or both;                                                                                                                                        
| |       |                                                                                                                                                                                                                               
| | 2.2.4 | any
        Performance Condition and Performance Period and the level of Vesting
    for achieving the Performance Condition;                                                                                                
| |       |                                                                                                                                                                                                                               
| | 2.2.5 | any
    other condition specified under rule 1.6 (Additional conditions);                                                                                                                                                     
| |       |                                                                                                                                                                                                                               
| | 2.2.6 | the
        date of Vesting, which will generally be the third anniversary of the
        Award Date, unless specified in a Performance Condition or any other
    condition specified under rule 1.6 (Additional conditions);
| |       |                                                                                                                                                                                                                               
| | 2.2.7 | whether
        the Participant is entitled to receive any cash or Shares under rule
    7.3 (Dividend equivalent) or rule 7.5 (Cash alternative);                                                                            
| |       |                                                                                                                                                                                                                               
| | 2.2.8 | In
        the case of an Option, the Option Price and the latest date on which
        the Option will lapse under rule 7.2 (Consequences of Vesting - Options);
    and                                                     
| |       |                                                                                                                                                                                                                               
| | 2.2.9 | the
    Award Date.                                                                                                                                                                                                           

|    |                                                                                                                                                                                                                               
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|3   | Special terms for Conditional Award and Options                                                                                                                                                                               
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|3.1 | Rights                                                                                                                                                                                                                        
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|    | A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to a Conditional Award or Option until the Shares are acquired by the Participant.
|   
|3.2 | Transfer                                                                                                                                                                                                                      
|   
|    | A Participant may not transfer, assign or otherwise dispose of a Conditional Award or an Option or any rights in respect of it. If he does so voluntarily then the Award will immediately lapse. This rule 3.2 does not apply:
|   
|    | 3.2.1                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                               
|    | 3.2.2                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                               
|4   | Special terms for Forfeitable Shares                                                                                                                                                                                          
|   
|4.1 | Forfeitable Share Agreement                                                                                                                                                                                                   
|   
|    | A Participant who is granted an Award which takes the form of Forfeitable Shares must, if required to do so by the Grantor, enter into an agreement (the Forfeitable Share Agreement) with the Company that:                
|   
|    | 4.1.1                                                                                                                                                                                                                         



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                           | consideration, to any person (which may include
    the Company, where permitted) specified by the Grantor; and                                                                                                                                       
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|    | 4.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                     | he will not transfer, assign or dispose of any Forfeitable Shares or any rights in respect of them before Vesting and if he does his Award will lapse except in the case of the transmission of his
Award on his death to his personal representatives
|   
|4.2 | Documents                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | The Participant must sign any documents, including a power of attorney, blank stock transfer form or other transfer documents, requested by the Grantor. If he does not sign the Forfeitable Share
Agreement or any other documents requested by the Grantor within a period specified by the Grantor, the Award will lapse at the end of that period.                                                                                   
|   
|    | The Grantor may retain the share certificates relating to any Forfeitable Shares.                                                                                                                                                                                                                                                                                                                                                        
|   
|4.3 | Transfer of Shares                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    | On or after the grant of an Award of Forfeitable Shares the Grantor will procure that the relevant number of Shares are issued or transferred, including a transfer out of treasury, to the
Participant or to another person to be held for the benefit of the Participant under the terms of the Plan.                                                                                                                                  
|   
|4.4 | Rights                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | Except to the extent specified in the Forfeitable Share Agreement or in these rules a Participant will only have all rights of a shareholder in respect of Forfeitable Shares after the Shares are
acquired by him (or on his behalf). Such rights will continue until the Award lapses.                                                                                                                                                 
|   
|4.5 | Tax elections                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    | The Participant must enter into any elections in relation to Forfeitable Shares required by the Grantor, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 or
equivalent local legislation and elections to transfer any liability, or agreements to pay, social security contributions. If he does not do so within a period specified by the Grantor, the Award will lapse at the end of that period.
|   
|4.6 | Retention of share certificates                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | The Company may retain the share certificates or other documents of title relating to any Forfeitable Shares until the Award Vests.                                                                                                                                                                                                                                                                                                      
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|5   | Individual limits                                                                                                                                                                                                                                                                                                                                                                                                                        
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|5.1 | Salary limit                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | An Award must not be granted to an employee if it would cause the market value of Shares subject to Awards, valued on the relevant Award Date, granted to him in respect of that financial year
under the Plan, to exceed the following limit.                                                                                                                                                                                           
|   
|    | For executive directors of PLC or NV, the maximum Award for the 2007 financial year of the Company is 120% of their annual base salary, and for subsequent financial years of the Company, 178% of
their annual base salary.                                                                                                                                                                                                             



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|    | For the Group Chief Executive, the maximum Award for the 2007 financial year of the Company is 135% of annual base salary, and for subsequent financial years of the Company, 200% of annual base
salary.                                                                                                                                                                                                                                                                                                             
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|   
|    | Base salary means gross salary before any variable components.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | The limits in this rule may be exceeded if the RemCo determines that exceptional circumstances make it desirable that Awards should be granted in excess of the limits.                                                                                                                                                                                                                                                                                                                                               
|   
|5.2 | Currency conversion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|    | Remuneration payable in a currency other than Sterling or Euros will be converted into Sterling or Euros, as the Grantor decides, at the appropriate exchange rates.                                                                                                                                                                                                                                                                                                                                                  
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|6   | Vesting of Awards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|6.1 | Determination of Performance Condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    | As soon as reasonably practicable after the end of the Performance Period, the Board will determine whether and to what extent any Performance Condition has been satisfied and how many Shares Vest
for each Award. The RemCo has the authority to take account of unusual circumstances and adjust the level of Vesting if the outcome is deemed to be manifestly unreasonable and/or does not reflect Unilevers underlying financial
performance.                                                                 
|   
|6.2 | Timing of Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    | Awards Vest, to the extent determined under rule 6.1 (Determination of Performance Condition), on the date specified under rule 2.2.6 on the Award Date. However, if the Award is subject to other
conditions specified in rule 1.6 (Additional conditions), the Award will not Vest until that condition is satisfied or waived. If circumstances set out in rule 8 (Leaving the Group before Vesting) or rule 10 (Takeovers and restructurings) apply, the
provisions in those rules relating to Vesting will apply.
|   
|    | To the extent any Performance Condition or any other condition specified in rule 1.6 (Additional conditions) is not satisfied the Award lapses, unless otherwise specified in the Performance
Condition or other such condition.                                                                                                                                                                                                                                                                                      
|   
|6.3 | Lapse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    | If an Award lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.                                                                                                                                                                                                                                                                                                                                                                                                                    
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|7   | Consequences of Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|7.1 | Delivery of Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|    | The Grantor will procure, within 30 days of Vesting of a Conditional Award, the delivery to or to the order of the Participant the number of Shares in respect of which the Conditional Award has
Vested (reduced as required by rule 7.7 (Tax and Withholding)).                                                                                                                                                                                                                                                     
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|7.2 | Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    | 7.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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| |  | from the Award Date),
      by giving notice in the prescribed form to the Grantor, or any person nominated
      by the Grantor, and paying the Option Price (if any). The Option will lapse
      at the end of that
period or, if earlier, on the earlier of:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                 
| |  | (i)                                                                                                                                                                                                                                                             
|
| |  | (ii)                                                                                                                                                                                                                                                            
|

| | 7.2.2 | Subject to rule 7.7 (Tax and Withholding) and 12.10 (Consents) the Grantor will arrange for Shares to be transferred, including a transfer out of treasury, or issued to the Participant within 30
days of the date on which the Option is exercised.
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|

|7.3 | Dividend equivalent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    | The Board may determine at the time of Vesting that additional Shares may be delivered to Participants to take account of dividends paid between the Award Date and the date of Vesting. In respect
of Awards which consist of a right to receive a cash amount calculated by reference to the number of Shares subject to a Conditional Award or an Option, the Board may determine to pay an additional cash amount, to take account of dividends paid
between the Award Date and the date of Vesting.
|   
|7.4 | Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|    | The Participant will not be entitled to vote, receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award under the Shares are acquired by the Participant.                                                                                                                                                                                                                                                                                                 
|   
|   
|7.5 | Cash and Share Alternatives                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|    | The Board may decide not to procure the issue or transfer of Shares to satisfy an Option or a Conditional Award but instead to satisfy such Awards (and any additional Shares determined under rule 7.3 as dividend equivalent), by paying an equivalent amount in cash (subject to rule 7.7 (Tax and Withholding)). For Options, the cash amount must be equal to the amount by
which the market value of the Shares in respect of which the Option is exercised exceeds the Option Price.             
|   
|    | In respect of Awards which consist of a right to receive a cash amount calculated by reference to the number of Shares subject to a Conditional Award or an Option, the Board may decide instead to
satisfy such Awards (and any additional cash amount determined under rule 7.3) by the delivery of Shares (subject to rule 7.7 (Tax and Withholding). The number of Shares will be calculated by reference to the market value of the Shares on the date
of Vesting.                                 
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|7.6 | Forfeitable Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    | To the extent that it has Vested, an Award of Forfeitable Shares cannot lapse under the Plan. In addition, the restrictions referred to in rule 4.1 (Forfeitable Share Agreement) and contained in
the Forfeitable Share Agreement between the Participant and the Grantor cease to have effect on Vesting. If the Shares are held by any person for the benefit of the Participant, that person may transfer the Shares to or to the order of the
Participant. Any                                     



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|    | tax and social security contributions payable on Vesting are subject to rule 7.7 (Tax and Withholding).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|7.7 | Tax and Withholding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    | The number of Shares delivered to a Participant in accordance with rule 7.1 (Delivery of shares) shall be reduced to the extent necessary to reflect any tax, social security contributions or any
other amounts which a Member of the Group is obliged to deduct or withhold under applicable law in respect of the relevant Award (a Tax Liability). The relevant Member of the Group will account to the relevant taxation or other authorities for an amount equal to the value of such reduction. N.V., PLC, the Grantor, any employing company or the
trustee of any employee benefit trust may withhold any amount from any cash payment to be made (whether under rule 7.5 (Cash alternative) or otherwise) in relation to an Award, or may make such alternative arrangements as it considers necessary or
desirable, in each case to ensure that any Tax Liability is met in respect of an Award.
|    | Each Participant is responsible for the tax and social security consequences arising from an Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|8   | Leaving the Group before Vesting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|8.1 | General rule on leaving employment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 8.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    | 8.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|8.2 | Leaving in specified circumstances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    | 8.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |  | (iv)  | a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of NV or PLC nor a Member of the Group;
| |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (v)   | redundancy;                                                                                                                                                                         
|
| |  | (vi)  | death;                                                                                                                                                                              
|
| |  | (vii) | any other reason, if the Board so decides in any particular case.                                                                                                                   



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|     | 8.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The
    Board must exercise any discretion provided for in rule 8.2.1 within 14 days
    after cessation of the relevant
Participants employment or office, and the Award will lapse or Vest (as
appropriate) on the earlier of the date on which the discretion is exercised
and the end of the 14-day period. The Board may delegate decisions under rule
8.2 (Leaving in specified circumstances) and 8.3 (Determining the Award) as it
considers appropriate.
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|    
|8.3  | Determining the Award                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | Where rule 8.2 (Leaving in specified circumstances) applies, the Board will determine whether and to what extent any Performance Condition has been satisfied in accordance with rule 6.1
(Determination of Performance Condition) at the end of the Performance Period. Unless the Board decides otherwise the Award should be reduced pro rata to reflect the proportion of the period until the original intended Vesting which has not elapsed.
However, the Board may decide in its discretion that the Performance Period in respect of an Award should be treated as ending on the date of the termination of employment, and that the Award should Vest immediately, to the extent that the
Performance Condition has been satisfied (as determined by the Board in the manner specified in the Performance Condition or in such manner as it considers reasonable).
|    
|8.4  | Meaning of ceasing to be an employee or director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|     | For the purposes of this rule 8, a Participant will not be treated as ceasing to be an employee or director of a Member of the Group until he ceases to be an employee or director of all Members of
the Group or if he recommences employment with or becomes a director of a Member of the Group within 10 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    
|9    | Variations in share capital, demergers and special distributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | If there is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | a variation in the equity share capital of NV and/or PLC, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or                                                                                                                                                                                                                                                                                               
|    
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any change in the certification of NV Shares by NV Nederlandsch Administratie en Trustkantoor or any of its successors; or                                                                                                                                                                                                                                                                                                                                        
|    
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; or                                                                                                                                                                                                                                                                                                                                    
|    
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | a special dividend or distribution,                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|     | the Board may adjust the number or class of Shares comprised in an Option or Conditional Award and, in the case of an Option, the Option Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|10   | Takeovers and restructurings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|10.1 | Takeover                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    

| | 10.1.1 | If rule 10.3 (Reconstruction) does not apply, where a person (or a group of persons acting in concert) obtains Control of NV and/or PLC as a result of making an offer to acquire Shares, an Award
Vests, subject to rule 10.1.3, on the date the person obtains Control but only to the extent that any Performance Condition has been
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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | satisfied as determined by the Board under rule 6.1. The Award
    lapses as to the balance unless exchanged under rule 11 (Exchange of Awards).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 10.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Where an Award Vests under rule 10.1.1, the Board will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest. In addition, the
Board may decide that the Award is reduced pro rata to reflect the acceleration of Vesting.                                                                                                                                                                                                                                                                                                  
|    
|     | 10.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | An Award will not Vest under rule 10.1.1 but will be exchanged under rule 11 (Exchange of Awards) if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|10.2 | Scheme of arrangement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | 10.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If rule 10.3 (Reconstruction) does not apply, when under Section 425 of the Companies Act 1985 a court sanctions a compromise or arrangement in connection with the acquisition of PLC Shares or any
similar Dutch law in connection with NV Shares an Award Vests, subject to rule 10.2.3, but only to the extent that any Performance Condition has been satisfied as determined by the Board under rule 10.2.2. The Award lapses as to the balance unless
exchanged under rule 11 (Exchange of Awards). This rule also applies where there is an equivalent procedure under local legislation.
|    
|     | 10.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Where an Award Vests under rule 10.2.1, the Board will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest. In addition, the
Board may decide that the Award is reduced pro rata to reflect the acceleration of Vesting.                                                                                                                                                                                                                                                                                                  
|    
|     | 10.2.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | An Award will not Vest under rule 10.2.1 but will be exchanged under rule 11 (Exchange of Awards) if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|10.3 | Reconstruction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | If there is any internal reconstruction,
      reorganisation or acquisition of NV and/or PLC which does not involve a
      significant change in the identity
    of the ultimate shareholders of NV and PLC, this rule applies to any Awards
      which have not Vested by the day the reconstruction takes effect. The Board
      will arrange for the Awards to be replaced by an
    equivalent award of shares in the new parent company or companies as determined
    by the Board. The
    Board may amend (or waive) the Performance Condition as it considers appropriate,
    subject to applicable laws.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.4 | Demerger or other corporate event                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     | 10.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If the Board becomes aware that NV and/or PLC is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rule 10.1
(Takeover) or rule 10.2 (Scheme of arrangement) which, in the opinion of the Board, would affect the current or future value of any Award, the                                                                                                                                                                                                                                                  



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| |        | Board may allow an Award to Vest but
        only to the extent that any Performance Condition has been satisfied
        as determined by the Board under rule 10.4.2 and subject to any other
        conditions the Board
may decide to impose. The Award lapses as to the balance.                                     
| | ------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                            
| | 10.4.2 | Where an Award Vests under rule 10.4.1,
        the Board will determine the extent to which any Performance Condition
        has been satisfied and the proportion of the Award which will Vest. In
        addition, the Board may decide that the Award is reduced pro rata to
    reflect the acceleration of Vesting.
| |        |                                                                                                                                                                                                                                                                                                                            
| | 10.4.3 | Participants will be notified if they
    are affected by the Board exercising its discretion under this rule.                                                                                                                                                                                                             
| |        |                                                                                                                                                                                                                                                                                                                            

|10.5 | Board                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                      
|     | In this rule 10, Board means those
        people who were members of the board of PLC and NV immediately before
    the change of Control.                        
|     |                                                                                                                                                                      
|11   | Exchange of Awards                                                                                                                                                   
|     |                                                                                                                                                                      
|11.1 | Exchange                                                                                                                                                             
|     |                                                                                                                                                                      
|     | If an Award is to be exchanged under
        rule 10 (Takeovers and restructurings) the exchange will take place as
    soon as practicable after the relevant event.
|     |                                                                                                                                                                      
|11.2 | Exchange terms                                                                                                                                                       
|     |                                                                                                                                                                      
|     | Where a Participant is granted a new
    award in exchange for an existing Award, the new Award:                                                                     

| |        |                                                                                                                                                                                                                                               
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 11.2.1 | must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;                                                                                                                 
|
| | 11.2.2 | must be equivalent to the existing Award, subject to rule 11.2.4;                                                                                                                                                                             
|
| | 11.2.3 | is treated as having been acquired at the same time as the existing Award and, subject to rule 11.2.4, Vests in the same manner and at the same time;                                                                                         
|
| | 11.2.4 | must either:                                                                                                                                                                                                                                  
|
| |        | (i)                                                                                                                                                                                                                                           
|
| |        | (ii)                                                                                                                                                                                                                                          
|
| |        | (iii)                                                                                                                                                                                                                                         
|
| | 11.2.5 | is governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to NV and PLC were references to the Acquiring Company or the
body corporate determined under rule 11.2.1.



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|12   | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|12.1 | Plan limits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|     | 12.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | 12.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | 12.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|     | 12.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|12.2 | International assignments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|     | If a Participant is to be transferred to work in another country and, as a result of that transfer, he would become subject to restrictions on his ability to exercise his Awards or to hold or deal
in the Shares or the proceeds of the sale of the Shares acquired on exercise because of the securities laws or exchange control laws of the country to which he is transferred, then, if the Participant continues to hold an office or employment with a
Member of the Group, the Board may decide that the Awards will Vest on a date it chooses before or after the transfer takes effect. The Awards will Vest to the extent it permits.
|    
|12.3 | Boards decisions final and binding                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     | The decision of the Board on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|12.4 | Documents sent to shareholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     | NV and PLC may send to Participants copies of any documents or notices normally sent to their Shareholders at or around the same time as issuing them to their shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    
|12.5 | Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    
|     | NV and PLC will pay the costs of introducing and administering the Plan. A Participants employer will be required to bear the costs in respect of an Award to that Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



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|12.6 | Regulations                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|     | The Board has the power from
      time to time to make or vary regulations for the administration and operation
    of the Plan but they must be consistent with these rules.
|     |                                                                                                                                                                               
|12.7 | Terms of employment                                                                                                                                                           
|    
|     | 12.7.1                                                                                                                                                                        
|    
|     | 12.7.2                                                                                                                                                                        
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               
|    
|     | 12.7.3                                                                                                                                                                        
|    
|     | 12.7.4                                                                                                                                                                        
|    
|     | 12.7.5                                                                                                                                                                        
|    
|     | 12.7.6                                                                                                                                                                        
|    
|     | 12.7.7                                                                                                                                                                        
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               
|    
|     |                                                                                                                                                                               



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|      | 12.7.8                                                                                                                                                                                                                                                                                                                                                                            | By participating in the Plan, an Employee agrees that the Employee only has the rights expressly granted under the Plan.                                                                                                                                                                                                                                  
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|      | 12.7.9                                                                                                                                                                                                                                                                                                                                                                            | Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or
equivalent local legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.           
|     
|      | 12.7.10                                                                                                                                                                                                                                                                                                                                                                           | Each of the provisions of this rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part
of these rules and, to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.
|     
|12.8  | Employee trust                                                                                                                                                                                                                                                                                                                                                                   
|     
|      | NV, PLC and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire shares to be held for the purposes of the Plan, or to enter into any
guarantee or indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act 1985.                                                                  
|     
|12.9  | Data protection                                                                                                                                                                                                                                                                                                                                                                  
|     
|      | By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to NV and PLC for all purposes relating to the operation of the
Plan. These include, but are not limited to:                                                                                                                                    
|     
|      | 12.9.1                                                                                                                                                                                                                                                                                                                                                                            | administering and maintaining Participant records;                                                                                                                                                                                                                                                                                                        
|     
|      | 12.9.2                                                                                                                                                                                                                                                                                                                                                                            | providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;                                                                                                                                                                                                                           
|     
|      | 12.9.3                                                                                                                                                                                                                                                                                                                                                                            | providing information to future purchasers of NV, PLC or the business in which the Participant works; and                                                                                                                                                                                                                                                 
|     
|      | 12.9.4                                                                                                                                                                                                                                                                                                                                                                            | transferring information about the Participant to a country or territory outside the European Economic Area.                                                                                                                                                                                                                                              
|     
|12.10 | Consents                                                                                                                                                                                                                                                                                                                                                                         
|     
|      | All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the Netherlands, the United
Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.
|     
|12.11 | Articles of association                                                                                                                                                                                                                                                                                                                                                          
|     
|      | Any NV Shares acquired under the Plan are subject to the articles of association of NV from time to time in force. Any PLC Shares acquired under the Plan are subject to the articles of association
of PLC from time to time in force.                                                                                                                                          
|     
|12.12 | Listing                                                                                                                                                                                                                                                                                                                                                                          
|     
|      | If and for so long as NV Shares are listed on Eurolist of Euronext and traded on Euronext, NV will apply for listing of any Shares issued under the Plan as soon as practicable. If and                                                                                                                                                                                          



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|      | so long as PLC Shares are listed
      on the Official List of the UK Listing Authority and traded on the London
      Stock Exchange, PLC will apply for listing of any Shares issued under the
      Plan as soon as
practicable.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                    
|12.13 | Notices                                                                                                                                                                                                                            
|     
|      | 12.13.1                                                                                                                                                                                                                            
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    
|     
|      | 12.13.2                                                                                                                                                                                                                            
|     
|      | 12.13.3                                                                                                                                                                                                                            
|     
|13    | Changing the Plan and termination                                                                                                                                                                                                  
|     
|13.1  | Boards powers                                                                                                                                                                                                                     
|     
|      | Except as described in the rest
      of this rule 13 and in accordance with relevant provisions of UK and Dutch
    company law, the RemCo may at any time change the Plan in any way.                                            
|      |                                                                                                                                                                                                                                    
|13.2  | Shareholder approval                                                                                                                                                                                                               
|     
|      | 13.2.1                                                                                                                                                                                                                             
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    
|     
|      |                                                                                                                                                                                                                                    



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|     |                                                                                                                                                                                                                          | (vii)                                                                                                                     | the terms of this rule 13.2.1.                                                                                                                 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                          |                                                                                                                          
|     | 13.2.2                                                                                                                                                                                                                   | The RemCo can change the Plan and need not obtain the approval of the NV or PLC in general meeting for any minor changes:
|    
|     |                                                                                                                                                                                                                          | (i)                                                                                                                       | to benefit the administration of the Plan;                                                                                                     
|    
|     |                                                                                                                                                                                                                          | (ii)                                                                                                                      | to comply with or take account of the provisions of any proposed or existing legislation;                                                      
|    
|     |                                                                                                                                                                                                                          | (iii)                                                                                                                     | to take account of any changes to legislation; or                                                                                              
|    
|     |                                                                                                                                                                                                                          | (iv)                                                                                                                      | to obtain or maintain favourable tax, exchange control or regulatory treatment of NV, PLC, any Subsidiary or any present or future Participant.
|    
|13.3 | Notice                                                                                                                                                                                                                  
|    
|     | The RemCo may give written notice
    of any changes made to any Participant affected.                                                                                                                                  
|     |                                                                                                                                                                                                                         
|14   | Governing law and jurisdiction                                                                                                                                                                                          
|    
|     | Dutch law governs the Plan for Awards granted
      to NV employees, the Board of NV and its Subsidiaries, and the Rotterdam
      District Court has non-exclusive jurisdiction in respect of any disputes
    arising.
|    
|     | English law governs the Plan
      and all Awards granted to PLC employees, the Board and its Subsidiaries,
      and English Courts have non-exclusive jurisdiction in respect of disputes
    arising.                
|     |                                                                                                                                                                                                                         
|15   | Definitions                                                                                                                                                                                                             
|    
|15.1 | Meanings of words used                                                                                                                                                                                                  
|    
|     | In these rules:                                                                                                                                                                                                         
|    
|     | Acquiring
        Company means a person
        who obtains Control
of NV and PLC;                                                                                                                                   
|    

| | Award means
        a Conditional Award, an award of Forfeitable Shares or an Option;                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                 
| | Award
          Date means the date
          which the Board sets for the grant of an Award;                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                 
| | Board means,
        subject to rule 10.5 (Board), the board of directors of NV and PLC or
        a duly authorised committee;                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                 
| | Conditional
          Award means a conditional
          right to acquire Shares granted under the Plan;                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                 
| | Control has
        the meaning given to it by Section 840 of the Income and Corporation
        Taxes Act 1988 in relation to PLC and NV;                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                 
| | Companymeans
        NV or PLC;                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                 
| | Dealing
          Restrictions means
          restrictions imposed by the Model Code, statute, decree, order, regulation
          and/or government directive, or any code adopted by NV or PLC based
          on the Model Code, statute, decree, order, regulation and/or government
          directive.
| |                                                                                                                                                                                                                                                                                                                 
| | Euronext means
        Euronext Amsterdam NV;                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                 
| | Expiry
          Date means the 10th
          anniversary of shareholder approval of the Plan;                                                                                                                                                                                                               



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| | Forfeitable
        Shares means Shares held
        in the name of or for the benefit of a Participant subject to the Forfeitable
    Share Agreement;                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                           
| | Forfeitable
        Share Agreement means
        the agreement
referred to in rule 4.1 (Forfeitable Share Agreement);                                                  
| |                                                                                                                                                                           
| | Grantor means
      the entity which is granting Awards
under the Plan which can be:                                                                                    
| |                                                                                                                                                                           
| | (i)                                                                                                                                                                       
|
| | (ii)                                                                                                                                                                      
|
| | (iii)                                                                                                                                                                     
|
| | (iv)                                                                                                                                                                      
| |                                                                                                                                                                           
| | Group means
      NV, PLC and their
subsidiaries;                                                                                                                       
| |                                                                                                                                                                           
| | London
        Stock Exchange means
        London Stock Exchange
plc;                                                                                                  
| |                                                                                                                                                                           
| | Member
        of the Group means NV,
        PLC and any of their
subsidiaries or associated companies;                                                                
| |                                                                                                                                                                           
| | Model
        Code means the UK Listing
        Authority Model Code for transactions in securities by the Board, certain
    employees and persons connected with them;
| |                                                                                                                                                                           
| | NV means
    Unilever NV;                                                                                                                                               
| |                                                                                                                                                                           
| | Option means
      a right to acquire Shares granted under
the Plan;                                                                                                    
| |                                                                                                                                                                           
| | Option
        Price means zero, or
        the amount payable on the exercise of an Option as specified under rule
    2.2 (terms of Award).,                          
| |                                                                                                                                                                           
| | Participant means
      a person holding an Award or his
personal representatives;                                                                                      
| |                                                                                                                                                                           
| | Performance
        Condition means any performance
    condition imposed under rule 1.5 (Performance Conditions);                                                      
| |                                                                                                                                                                           
| | Performance
        Period means the period
        specified in the
Performance Conditions;                                                                            
| |                                                                                                                                                                           
| | Plan means
      these rules known as The Unilever
Global Share Incentive Plan 2007 as changed from time to time;                                                     
| |                                                                                                                                                                           
| | PLC means
    Unilever PLC;                                                                                                                                             
| |                                                                                                                                                                           
| | RemCo means
      the Remuneration Committee of the Boards
of NV and PLC;                                                                                               
| |                                                                                                                                                                           
| | Shares means
      fully paid ordinary shares in NV or PLC
and includes:                                                                                                

| |                                                                                                                                                                                                                                                                                                   |                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------
| | (i)                                                                                                                                                                                                                                                                                               | American Depository Shares (ADSs) representing such Shares; and         
|
| | (ii)                                                                                                                                                                                                                                                                                              | any Shares representing NV and/or PLC Shares following a reconstruction;
| |                                                                                                                                                                                                                                                                                                   |                                                                         
| | Subsidiary means
      a body corporate which is a subsidiary of NV within the meaning of 24a
      Book 2 (Civil Code) or a company which is a subsidiary of PLC within the
    meaning of Section 736 of the Companies Act 1985;                                                             
| |                                                                                                                                                                                                                                                                                                  
| | Vesting means,
      in relation to a Conditional Award, a Participant becoming entitled to
      have the Shares transferred to him subject to these rules; in relation
      to an Option, an Option becoming exercisable; and in relation to Forfeitable
    Shares, the restrictions in the



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| | Forfeitable Share Agreement ceasing to
        have effect as described in rule 7.6 (Consequences of Vesting - Forfeitable
    Shares).
| | ---------------------------------------------------------------------------------------------------------------------------------------



















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