**Exhibit 1.1**

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2004 Rotterdam

 

|   | Articles        of Associationof UnileverN.V. |
|--------|-----------------------------------------------|

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Articlesof Association ofUnilever N.V.

 

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As worded after the alterations recorded in a Notarial Act dated 13th May 2004 passed before F.D. Rosendaal, Notary of Amsterdam, in respect of the draft of which Act the Declaration of  Non-objection by the Minister of Justice was given by an order dated 13th May 2004, No. N.V. 37.326, which alterations entered into effect on 13 May 2004. Unilever N.V. (then named “Naamloze Vennootschap Margarine Unie”) was formed by  Notarial Act dated 9th November 1927 passed before L.J.C.J. van Ravesteyn, Notary of Rotterdam, in respect of which Act the Royal consent was given by Decree dated 3rd December 1927, No. 29 (Supplement No. 2802 to the “Nederlandsche  Staatscourant” of 29th December 1927, No. 253).

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|   | **1**  |

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Articles of Association

of:

Unilever N.V.,establishedin Rotterdamdated May 13, 2004

Please note thatin case of a conflict between the Dutch version and the English translation ofthe Articles of Association of Unilever N.V. the Dutch text shall prevail.

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| **2**  |   |

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Section I

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**Article 1**

The name of theCompany is Unilever N.V. and its registered office is situated in Rotterdam.

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**Article 2**

The objects for which the Company is established are to acquire interests in companies and business enterprises and to manage and finance companies and business enterprises regardlesswhether these are group companies and to do all things which, directly or indirectly, may be deemed to be incidental or conducive thereto in the widest sense, including especially the carrying out of an agreement between the Company (then namedLever Brothers & Unilever N.V.) and Lever Brothers & Unilever Limited (now named Unilever PLC) – an English company with objects similar to those of Unilever N.V. – entered into on the twenty-eighth day of June nineteen hundred andforty-six, which reaffirmed an agreement dated the thirty-first day of December nineteen hundred and thirty-seven concluded by the same parties and identical in its operative provisions, and which was modified on the twentieth day of July nineteenhundred and fifty-one and on the twenty-first day of December nineteen hundred and eighty-one.

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**Article 3**

In these Articles of Association the following terms shall have the following meaning:

| addition:           | an alteration to the share register referred  |
|---------------------|-----------------------------------------------|
|                | to in Article 11 paragraph 5;                 |
|                |                                          |
| Board of Directors: | the board of directors of the Company;        |
|                |                                          |
| booking:            | a record in the share register referred to in |
|                | Article 11 paragraph 1, to the extent that    |
|                | it relates to one or more shares for which no |
|                | share certificates are outstanding;           |
|                |                                          |
| Company:            | Unilever N.V. incorporated on the ninth       |
|                | day of November nineteen hundred and          |
|                | twenty-seven;                                 |
|                |                                          |
| deletion:           | an alteration to the share register referred  |
|                | to in Article 11 paragraph 5;                 |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **3**  |

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| Section I                       |                                            |
|---------------------------------|-------------------------------------------------|
|                            |                                            |
|                            |                                            |
| depositary receipt for a share: | a depositary receipt for a share in the capital |
|                            | of the Company issued with the co-operation of  |
|                            | the Company;                                    |
|                            |                                            |
| entry:                          | an entry in the share register referred to in   |
|                            | Article 11 paragraph 1, to the extent that it   |
|                            | relates to one or more shares for which share   |
|                            | certificates are outstanding;                   |
|                            |                                            |
| Euribor:                        | the interest rate for six months Euro funds set |
|                            | by the Banking Federation of the European       |
|                            | Union at eleven hundred hours on the first day  |
|                            | of each period;                                 |
|                            |                                            |
| Euronext:                       | the stock exchange of Euronext Amsterdam N.V.   |
|                            |                                            |
| Executive Director:             | a member of the Board of Directors referred     |
|                            | to in Article 19 hereof;                        |
|                            |                                            |
| General Meeting:                | the corporate body the general meeting of       |
|                            | shareholders or a meeting of such corporate     |
|                            | body;                                           |
|                            |                                            |
| holder of a depositary receipt  | a holder of a depositary receipt for a share in |
| for a share:                    | the capital of the Company issued with the      |
|                            | co-operation of the Company or a person to      |
|                            | whom by law the same rights are attributed      |
|                            | vis-à-vis the Company as those which are |
|                            | attributed to a holder of a depositary receipt  |
|                            | for a share;                                    |
|                            |                                            |
| law:                            | the law of the Netherlands;                     |

|   |                                          |
|--------|-----------------------------------------------|
| **4**  | **Unilever N.V.**Articles of Association 2004 |

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| Section I                         |                                              |
|-----------------------------------|---------------------------------------------------|
|                              |                                              |
|                              |                                              |
| Non-Executive Director:           | a member       of the Board of Directors referred |
|                              | to in Article 19 hereof;                          |
|                              |                                              |
| notional value:                   | the notional value attributed to the              |
|                              | tencentscumprefs referred to in Article 4         |
|                              | paragraph 1 and Article 47 paragraph 4;           |
|                              |                                              |
| person:                           | a natural person or a legal entity;               |
|                              |                                              |
| person authorised to attend       | (a) a shareholder entitled to vote, (b) a holder  |
| and to vote at a General Meeting: | of a right of usufruct or a right of pledge, who  |
|                              | is entitled to the voting right attached to the   |
|                              | share which is subject to the right of usufruct   |
|                              | or the right of pledge and (c) such other         |
|                              | persons referred to in Article 29 paragraph 1;    |
|                              |                                              |
| person authorised to attend       | (a) a shareholder, (b) a holder of a depositary   |
| a General Meeting:                | receipt for a share, and (c) a holder of a right  |
|                              | of usufruct or a right of pledge, but excluding   |
|                              | the holder of such right in respect of a share    |
|                              | of which the voting right vests in the holder of  |
|                              | such share and in respect of whom at the time     |
|                              | that the right of usufruct or the right of pledge |
|                              | was granted the rights which by law are           |
|                              | conferred upon holders of depositary receipts     |
|                              | for shares issued with the co-operation of        |
|                              | a company were withheld and (d) such other        |
|                              | persons referred to in Article 29 paragraphs      |
|                              | 1 and 2;                                          |

|                                                          |   |
|---------------------------------------------------------------|--------|
| **Unilever         N.V.**Articles         of Association 2004 | **5**  |

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| Section I              |                                              |
|------------------------|---------------------------------------------------|
|                   |                                              |
|                   |                                              |
| Scrip:                 | a fractional share referred to in Article 46      |
|                   | paragraph 1;                                      |
|                   |                                              |
| Secretary:             | a Secretary of the Company referred to in         |
|                   | Article 25;                                       |
|                   |                                              |
| shareholder:           | a holder of a share in the capital of the Company |
|                   | or the joint holders of a share referred to in    |
|                   | Article 8 paragraph 2;                            |
|                   |                                              |
| share certificate:     | a certificate representing a share, a certificate |
|                   | representing more than one share and              |
|                   | a certificate representing a fractional share;    |
|                   |                                              |
| statutory regulations: | regulations by or pursuant to the law of the      |
|                   | Netherlands;                                      |
|                   |                                              |
| tencentscumpref:       | a share of the class of shares defined as such    |
|                   | in Article 4 paragraph 1;                         |
|                   |                                              |
| 4% cumpref:            | a share of the class of shares as defined         |
|                   | in Article 4 paragraph 1;                         |
|                   |                                              |
| 6% cumpref:            | a share of the class of shares as defined         |
|                   | in Article 4 paragraph 1;                         |
|                   |                                              |
| 7% cumpref:            | a share of the class of shares as defined         |
|                   | in Article 4 paragraph 1.                         |

|   |                                          |
|--------|-----------------------------------------------|
| **6**  | **Unilever N.V.**Articles of Association 2004 |

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Section II

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| **Article 4** |
|---------------|
| **4.1**       | The authorised       capital of the Company is one thousand five hundred and thirty-seven million       four hundred thousand guilders (NLG 1,537,400,000) divided into: |
|          | seventy-five       thousand (75,000) seven per cent cumulative preference shares of one thousand guilders (NLG 1,000) each, (the “7% cumprefs”); |
|          | two hundred       thousand (200,000) six per cent cumulative preference shares of one       thousand guilders (NLG 1,000) each, (the “6% cumprefs”); |
|          | seven hundred       and fifty thousand (750,000) four per cent cumulative preference shares of one hundred guilders (NLG 100) each, (the “4% cumprefs”); |
|          | two thousand       four hundred (2,400) ordinary shares of one thousand guilders (NLG 1,000) each; |
|          | one billion       (1,000,000,000) ordinary shares of one guilder and twelve cents (NLG 1.12) each; and |
|          | six hundred       and fifty million (650,000,000) ten cents cumulative preference shares of ten guildercents       (NLG 0.10) and upon issue a notional value of fourteen guilders and fifty cents (NLG 14.50) each, (the “tencentscumprefs”). |
|          |   |
| **4.2**       | The Company       may issue shares not yet issued only pursuant to a resolution of the General       Meeting or of another corporate body designated for such purpose by a       resolution of the General Meeting. The issue shall be made with due regard       to the statutory       regulations applicable thereto and, where the authority to resolve thereon is       vested in a corporate body other than the Board of Directors, not otherwise       than in       accordance with a proposal to such effect by the Board of Directors. |
|          |   |
|          | The provisions       of this paragraph shall apply correspondingly to the granting of rights to       subscribe for shares, but shall not apply to the issue of shares to a       person who is       exercising a previously acquired right to subscribe for shares. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **7**  |

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Section II

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| **Article 5** |
|---------------|
| **5.1**       | Subject       as hereinafter provided the Company may at any time repay the par value of the 4%       cumprefs, either in whole or in part, subject to the statutory regulations applicable to reduction of the issued capital. |
|          |   |
| **5.2**       | If repayment       in part be resolved upon, the shares to be repaid shall be ascertained by drawings. |
|          |   |
| **5.3**       | Repayment       shall not take place so long as any dividend on any preference shares is in arrear. |
|          |   |
|          |   |

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| **Article 6** |
|---------------|
| **6.1**       | The Company       may acquire fully paid ordinary and preference shares in its capital as well       as depositary receipts for shares also otherwise than for no consideration, subject to the statutory regulations applicable thereto. |
|          |   |
| **6.2**       | The Company       may, without authorisation of the General Meeting, acquire shares in       its capital or depositary receipts for shares for the purpose of transferring       such to       employees in the service of the Company or of a group company by virtue       of an arrangement       applicable to them. These shares and depositary receipts have to be included       in the price list of a stock exchange. |

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|--------|-----------------------------------------------|
| **8**  | **Unilever N.V.**Articles of Association 2004 |

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Section III

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| **Article 7** |
|---------------|
| **7.1**       | The ordinary       shares of one thousand guilders (NLG 1,000) each are numbered 1 to 2,400       inclusive. The other shares are not numbered, without prejudice to the provisions       of Article 9 and Article 11 hereof, regarding the numbering of share certificates and of bookings in the share register respectively. |
|          |   |
| **7.2**       | The ordinary       shares numbered 1 to 2,400 inclusive shall be registered shares only. The other       shares shall be either registered or, provided they are fully paid up, bearer shares. |
|          |   |
| **7.3**       | When shares       are issued they shall be in registered or bearer form at the shareholder’s option, subject to the provisions of this Article and any directions given by virtue hereof. |
|          |   |
| **7.4**       | At the request       of a shareholder, who at the same time makes a request as mentioned in Article       12 hereof, shares already issued shall if registered be converted into       bearer shares and       if bearer shares be converted into registered shares, subject to the provisions of this Article and any directions given by virtue hereof. |
|          |   |
| **7.5**       | The Board       of Directors may direct in the case of ordinary shares that requests for       issue of bearer       shares and requests for the conversion of registered shares into bearer       shares or vice       versa shall be complied with only if and to the extent that such request       relates to five shares or a multiple thereof. |
|          |   |
| **7.6**       | The Board       of Directors may split shares into fractional shares of one guildercent (NLG       0.01) or multiples thereof. Fractional shares of the same class, together representing       the nominal amount of a share of that class, may be combined into one share       by the Board of Directors at the request of the holder of such fractional       shares, without       prejudice to the provisions in Articles 46 paragraph 8 and 47 paragraph       3. The       provisions of these Articles of Association relating to shares, share       certificates and       shareholders shall also apply to fractional shares, fractional share certificates and       holders of fractional shares, save in so far as the contrary is expressed       or follows from       the meaning of the relevant provision. |

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|--------------------------------------------------------------|--------|
| **Unilever         N.V.**Artices         of Association 2004 | **9**  |

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Section III

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| **Article 8** |
|---------------|
| **8.1**       | If shares       or depositary receipts for shares form part of a community of property, the Company       is entitled to admit one person only, designated in writing by the joint participants,       to exercise the rights attached to such shares or depositary receipts, except where       otherwise provided by law or these Articles of Association. The joint participants       may also designate more than one person. If the community of property comprises       shares, the joint participants may determine at the time of the designation of the representative       or thereafter – but only unanimously – that, if a joint participant so wishes,       a number of votes corresponding to his interest in the community of property will be cast in accordance with his instructions. |
|          |   |
|          | The Company       shall record these instructions in the share register referred to in Article 11 hereof. |
|          |   |
| **8.2**       | If       in respect of a share the shareholder rights vest in more than one person,       then in       these Articles of Association, notwithstanding the provisions of the first       paragraph, “shareholder” shall       mean the joint holders of that share. |
|          |   |
|          | Furthermore,       when mentioning is made of a request or any other action by a shareholder, these Articles       of Association shall refer to the corresponding action of a person, who is authorised       to perform that action on behalf of the shareholder or pursuant to his own right       to perform that action, except where otherwise provided by law or these Articles of Association. |
|          |   |
|          | What has       been provided above, shall correspondingly apply to depositary receipts for shares issued with the co-operation of the Company. |
|          |   |
|          |   |

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| **Article 9** |
|---------------|
| **9.1**       | In respect       of registered shares, registered share certificates shall be issued to       shareholders unless,       at the shareholder’s request, only a booking is recorded. In respect       of bearer shares, bearer share certificates shall be issued to shareholders. |
|          |   |
|          | The       share certificates shall be obtainable for single shares and also for       as many       shares as       the Board of Directors may direct. In respect of ordinary bearer shares,       however, the       Board of Directors may direct that the share certificates shall be obtainable       only for       five shares and for such multiples thereof as may be determined by the       Board of       Directors. |

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| **10** | **Unilever N.V.**Articles of Association 2004 |

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Section III

| **9.2** | The registered       share certificates shall be obtainable in the form of a mantle with a       set of dividend       coupons – with or without a talon – which are intended to be       surrendered to the Company       in order to exercise rights to be granted in respect of the share, as mentioned       in Article 41 hereof. In these Articles of Association such registered share certificates are hereafter referred to as type I share certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    | The registered       share certificates for ordinary shares of one guilder and twelve cents (NLG 1.12)       each shall also be obtainable in the form of a mantle without dividend coupons.       In these Articles of Association such registered share certificates are hereafter referred to as type II share certificates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **9.3** | The bearer       share certificates in respect of 7% cumprefs, 6% cumprefs and 4% cumprefs shall be       obtainable in the form of a mantle with a set of dividend coupons – with       or without       a talon – which are intended to be surrendered to the Company in       order to exercise       rights to be granted in respect of the share, as mentioned in Article       41 hereof.       In these Articles of Association such bearer share certificates are hereafter referred       to as type A share certificates. The Board of Directors may direct in       respect of each       class of cumulative preference shares that bearer share certificates shall       also be obtainable       in the form of a mantle with a dividend sheet which is intended to be kept in       deposit for the shareholder in order to exercise rights to be granted       in respect of the share,       as mentioned in Article 41 hereof. In these Articles of Association such bearer       share certificates are hereafter referred to as type B share certificates. The bearer       share certificates in respect of ordinary shares of one guilder and twelve cents (NLG       1.12) each as well as the bearer share certificates in respect of the tencentscumprefs shall only be obtainable in the form of type B share certificates. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    | The dividend       sheet of a type B share certificate shall be issued by the Company only to a depositary       to be designated by the shareholder. Such designation must be made from among       a group of depositaries who have been admitted for this purpose by the Board of       Directors and whose custody of dividend sheets as aforesaid is administered by a body       independent of the Company accepted therefor by the Board of Directors and who       have undertaken not to pass such dividend sheets on to persons other than depositaries       and exchanging agents admitted by the Board of Directors without the Board of Directors’ consent and only to accept the deposit thereof on this condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **9.4** | The       share certificates for ordinary shares of one thousand guilders (NLG       1,000)       each shall       bear the same numbers as the share or shares to which they relate. The       share certificates       for the remaining shares shall each bear a number or a serial letter or       serial letters       and a number to distinguish share certificates of the same class or series       and of       the same nominal amount. The numbers 1 to 2,400 inclusive shall not be       used for type       I or type B share certificates for ordinary shares of one guilder and       twelve       cents (NLG       1.12) each.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **11** |

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Section III

| **9.5** | The mantles       of the share certificates shall be signed on or before issue by two members of the Board       of Directors or by a member of the Board of Directors and a Secretary. The date of signing shall be shown against the signatures.                                                                                                                               |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                             |
|    | Furthermore       type II share certificates shall, and all other share certificates may       be countersigned       by one or more persons designated by the Board of Directors for that purpose.                                                                                                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                                             |
| **9.6** | The form       and text of the share certificates shall be determined by the Board of Directors       with due regard to the provisions of the preceding paragraphs hereof.                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                             |
| **9.7** | Without       prejudice to the provisions of Article 10 hereof, a share certificate       or a part thereof       may be cancelled only if surrendered to the Company for cancellation or       if it relates       to a share cancelled with due regard to the statutory regulations. Cancellation shall be effected by or by virtue of a resolution of the Board of Directors. |
|    |                                                                                                                                                                                                                                                                                                                                                                             |
|    |                                                                                                                                                                                                                                                                                                                                                                             |

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| **Article 10** |
|----------------|
| **10.1**       | Without       prejudice to the provisions of the law the Board of Directors may, to       replace any share       certificate or part thereof lost, mislaid or damaged, issue in place thereof, subject       to such conditions and on such security being given as the Board of Directors shall deem       necessary, either a new share certificate or a new part thereof, or a duplicate       bearing the same number as the document which it replaces and showing clearly that it is a duplicate. |
|           |   |
| **10.2**       | At the time       of issue of such new document or duplicate the document which it replaces shall become null and void. |
|           |   |
| **10.3**       | Any expenses       incurred in complying with the conditions stipulated by the Board of Directors       and in issuing the new document or duplicate may be charged to the applicant. |

|   |                                          |
|--------|-----------------------------------------------|
| **12** | **Unilever N.V.**Articles of Association 2004 |

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Section III

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| **Article 11** |
|----------------|
| **11.1**       | For the       registered shares a register shall be kept by or on behalf of the Company which shall       record each shareholder’s name, the address to which he wishes any communications       or documents relating to his share to be sent and, in the case of shares for       which share certificates are outstanding, the number together with any serial letter or letters of such share certificate. |
|           |   |
|           | Entries       and bookings shall be recorded separately even though they concern one and the same shareholder. |
|           |   |
| **11.2**       | The register       mentioned in the preceding paragraph hereof may consist of several parts, and       it may be kept either wholly or partly, in more than one original copy and in more than one place, at the Board of Directors’ discretion. |
|           |   |
|           | The form       and contents of the share register and the particulars to be recorded       therein shall be       determined by the Board of Directors with due regard to the provisions       of this Article       and the relevant statutory regulations. The Board of Directors may determine that the       records shall vary according to whether they relate to entries in respect       of shares for       which type I share certificates have been issued, to entries in respect       of shares for which type II share certificates have been issued or to bookings. |
|           |   |
| **11.3**       | Where particulars       of an entry or booking or any alteration therein are recorded at the shareholder’s       request, the Board of Directors may stipulate that such request shall       be made in writing and be duly signed by the shareholder. |
|           |   |
| **11.4**       | Each booking       shall relate to one class of shares only. It shall be given a number or a letter       or letters together with a number, and it shall record for each shareholder the number       and class of shares held by him and, besides the particulars mentioned       in paragraph       1 hereof, the way in which he wishes payment to be made of dividends and any       other cash distributions due to him on such shares. With due observance of the provisions       of Article 41 payment shall be made into a bank account in the Netherlands,       unless the Board of Directors at the shareholder’s request allows       payment to be effected otherwise. |
|           |   |
| **11.5**       | If there       is any alteration in any of the particulars recorded in a booking, such       alteration shall be recorded against the booking in the share register. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **13** |

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Section III

| **11.6** | Every initial       booking and every addition or deletion shall show the date on which it       is recorded       in the register and shall be certified by means of the signatures of a       member of the Board       of Directors and of a Secretary. The Board of Directors may decide that the signature       of a member of the Board of Directors or of a Secretary or of both may be substituted       by the signature of persons specially authorised for that purpose by the Board of       Directors, provided always that every booking, addition or deletion shall       in all cases be certified by means of two different signatures.                                                                                                                                                                                                                                                                                                                      |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **11.7** | The       Company shall have discharged its obligations arising from the rights       attached       to a       registered share if, in fulfilment thereof, it relies on the particulars       recorded       in the share       register in accordance with the provisions of the preceding paragraphs       hereof and       of Article 8 hereof and shall bear no responsibility for acts as referred       to in this Article       and in Articles 8, 12, 13 and 14 hereof which it performs at the request       of a       person whom it takes in good faith to be the person entitled to exercise       the       rights concerned       or his representative. The Company shall not be obliged to examine the authenticity       of signatures, power of disposition, power of representation or capacity to       act, unless in the circumstances of the case failure to do so would be       considered to       be gross negligence on the part of the Company. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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| **Article 12** |
|----------------|
| **12.1**       | If the holder       of one or more registered share certificates or bearer share certificates lodging       these with the Company for cancellation so requests then, subject to the provisions       of Articles 7 and 9 hereof and any directions given by virtue thereof, he shall       instead of such share certificates and for the same total nominal amount have issued       to him one or more new share certificates, each for as many shares as he requests       and of the type desired by him and/or have a new booking or addition, as mentioned in Article 11 hereof, recorded in his name in the share register. |
|           |   |
| **12.2**       | If       a shareholder in whose name a booking has been recorded so requests then,       subject to       the provisions of Articles 7 and 9 hereof and any directions given by       virtue thereof, he       shall instead of such booking and after deletion thereof, have issued       to him       one or       more share certificates for the same total nominal amount, each for as       many       shares as       he requests and of the type desired by him. |

|   |                                          |
|--------|-----------------------------------------------|
| **14** | **Unilever N.V.**Articles of Association 2004 |

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Section III

| **12.3** | The Board       of Directors may require a request as mentioned in this Article to be       made on a form       obtainable free of charge from the Company which shall be signed by the shareholder.                                                                                                                                                                                                                                                       |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **12.4** | A request       by a shareholder as mentioned in Article 11, paragraph 3 hereof or as mentioned       in this Article, and the lodgment with the Company of a share certificate or of an       instrument as referred to in Article 13, paragraph 3, hereof, shall be       made at the place       to be designated for this purpose by the Board of Directors. Different places may be designated for different classes of shares and share certificates. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **12.5** | For each       cancellation or issue of a share certificate pursuant to the provisions       of this Article       and of Article 13 hereof the Company shall be entitled, subject to the       relevant statutory regulations, to charge a reasonable sum to the applicant.                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **12.6** | The provisions       of this Article are mutatis mutandis applicable to those who hold a right of usufruct or a right of pledge on one or more shares.                                                                                                                                                                                                                                                                                                      |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **15** |

----

Section IV

----

| **Article 13** |
|----------------|
| **13.1**       | The transfer       of ownership of a registered share for which a share certificate is outstanding can, without       prejudice to the provisions of paragraph 3 hereof and without prejudice to the provisions       of Article 14 paragraph 2 hereof, be effected only either by service upon the       Company of an instrument of transfer of ownership of the share and lodgment       with it of the share certificate or by written acknowledgement by the Company       upon submission to it of an instrument of transfer of ownership and lodgment       of the share certificate with the Company. In both cases the Company shall record       the transfer of ownership on the share certificate or cancel such share certificate       and issue one or more new share certificates for the same total nominal amount registered in the name of the person(s) entitled to the share(s). |
|           |   |
| **13.2**       | The transfer       of ownership of a registered share for which no share certificate is outstanding       can, without prejudice to the provisions of paragraph 3 hereof and subject       to the provisions of Article 14, paragraph 2, be effected only either       by service upon the       Company of an instrument of transfer of ownership of the share or by written       acknowledgement by the Company upon submission to it of an instrument of transfer       of ownership of the share. The written acknowledgement of the transfer of ownership       shall, after deletion of the existing booking in the share register, be effected       either by recording an initial booking or an addition as referred to in       Article 11 hereof       in the name of the person entitled to the share or by issuing one or more share certificates       registered in the name of the transferee for the same total nominal amount registered in the name of the person(s) entitled to the share(s). |
|           |   |
| **13.3**       | For written       acknowledgement by the Company of the transfer of ownership of a registered       share, unless such transfer is made with the consent of the Board of Directors, it is required: |

|   | a. | if       a type I share certificate is outstanding for the share or if a booking       for the       share is recorded in the share register: that an instrument of transfer       of ownership,       by means of a form to be supplied free of charge by the Company, duly       completed and signed by or on behalf of the transferor, has been lodged with       the Company; |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | b. | if a type       II share certificate is outstanding for the share: that the instrument printed       on the back of the share certificate or a separate instrument couched in identical       terms, duly completed and signed by or on behalf of the transferor, has been lodged with the Company.                                                                                |

|   |                                          |
|--------|-----------------------------------------------|
| **16** | **Unilever N.V.**Articles of Association 2004 |

----

Section IV

----

| **Article 14** |
|----------------|
| **14.1**       | The provisions of Article 13 hereof shall apply correspondingly to: |

|   | a. | the       allocation of a registered share upon the division of any community of       property;                                                                                                                                                                                                                     |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | b. | the creation       and transfer of a right of usufruct or the creation of a right of pledge on a registered       share, provided that the written acknowledgement thereof in the case of       a share for which a share certificate is outstanding can be effected only by making a record thereon to such effect. |

| **14.2** | The transfer       of a registered share as a result of a foreclosure shall take place in accordance       with the relevant statutory regulations in force, provided that if a share certificate       for the share is outstanding the lodgment of the share certificate with the Company shall also be required for the transfer of ownership. |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **17** |

----

Section V

----

| **Article 15** |
|----------------|
| **15.1**       | Ordinary       shares belonging to the series numbered 1 to 2,400 inclusive may be transferred       by the holder only to one or more other holders of such shares numbered 1 to 2,400 inclusive. |
|           |   |
| **15.2**       | The provisions       of the preceding paragraph of this Article may be deviated from with the       consent of all the holders of the ordinary shares numbered 1 to 2,400       inclusive, given       unanimously at a meeting of such holders at which all such holders are       present or       represented. |
|           |   |
| **15.3**       | Before acknowledgement       of a transfer is effected, the Board of Directors shall ascertain that the provisions laid down for such transfer have been duly complied with. |

|           |
|----------------|
| **Article 16** |
| **16.1**       | On       the death of a holder of any ordinary share bearing one of the numbers       1 to 2,400 inclusive – or       on the dissolution of a partnership, association or company being a holder       of such share – the heirs-at-law, legal successors or liquidators       shall be bound, within       three months at the latest after the date of such death or after the date of       the resolution for such dissolution, to offer all the shares registered       in the name of       their legal predecessor or in the name of such partnership, association       or company,       successively and in such order as they may desire, to all the other holders of such       shares at the price last quoted on Euronext for the ordinary shares of       the Company prior to the date of the offer. |
|           |   |
| **16.2**       | The heirs-at-law,       legal successors or liquidators mentioned in the preceding paragraph shall, not       later than three months after the date of the said death or resolution       for dissolution,       give notice thereof in writing to the Board of Directors, specifying the person or       persons to whom, in accordance with the provisions aforesaid, they wish the transfer       of the said shares numbered 1 to 2,400 inclusive, belonging to their legal predecessor       or the partnership, association or company as the case may be to be effected,       at the same time lodging with the Board of Directors an instrument of transfer       of ownership, as mentioned in Article 13, paragraph 3 sub-paragraph (a) hereof, and the relative share certificates. |
|           |   |
| **16.3**       | The       provisions of the foregoing paragraphs of this Article may be deviated       from with the       consent of all the holders of the ordinary shares numbered 1 to 2,400       inclusive, given       unanimously at a meeting of such holders, at which all such holders are       present or       represented. |

|   |                                          |
|--------|-----------------------------------------------|
| **18** | **Unilever N.V.**Articles of Association 2004 |

----

Section V

| **Article    17**                                                                                                                   |
|-------------------------------------------------------------------------------------------------------------------------------------|
| **17.1**                                                                                                                            | If       the notice mentioned in the preceding Article hereof, together with the       specification, the instrument       and the share certificates referred to in such Article have not been lodged with       the Board of Directors within the period stated in the said Article, the Board of       Directors shall notify the other holders of the ordinary shares numbered       1 to 2,400       inclusive accordingly, at the same time convening a meeting of the holders of such       shares. This meeting shall then designate one or more holders of the said shares who       are prepared to take over the shares in question, to whom the heirs-at-law, legal successors       or liquidators concerned shall be bound to transfer such shares forthwith       at the price last quoted on Euronext for the ordinary shares of the Company prior to the date of such designation. |
|                                                                                                                                |   |
| **17.2**                                                                                                                            | The chairman       of the said meeting shall have the designation mentioned in the preceding paragraph       hereof communicated forthwith to the Board of Directors and the Board of Directors       shall notify the heirs-at-law, legal successors or liquidators concerned accordingly within fourteen days after such meeting. |
|                                                                                                                                |   |
| **17.3**                                                                                                                            | In the event       of the heirs-at-law, legal successors or liquidators failing to transfer       all the said       shares registered in the name of their legal predecessor or in the name       of the dissolved       partnership, association or company, to the person or persons designated by the said       meeting within fourteen days after notification of such designation to them, the       Board of Directors may effect such transfer themselves by signing on their behalf an       instrument as mentioned in Article 13, paragraph 3 sub-paragraph (a) hereof;       such transfer shall be recorded at the same time in the share register       mentioned in Article       11 hereof and – if necessary – duplicate share certificates       shall be issued to the transferees.       The issue of any such duplicate shall render the document it replaces null and       void. All expenses incurred in connection with the issue of such duplicates shall be borne by the heirs-at-law, legal successors or liquidators herein referred to. |
|                                                                                                                                |   |
| **Article    18**                                                                                                                   |
| All      announcements and communications required by the foregoing Articles of    this Section shall be sent by registered letter. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **19** |

----

Section VI

----

| **Article 19** |
|----------------|
| **19.1**       | The       management of the Company shall be conducted by a Board of Directors. |
|           |   |
| **19.2**       | The Board of Directors shall consist of Executive Directors and Non-Executive Directors. |
|           |   |
| **19.3**       | Only natural persons can be Non-Executive Directors. |
|           |   |
| **19.4**       | The Board       of Directors shall determine the number of Executive Directors and the number of Non-Executive Directors. |
|           |   |
| **19.5**       | The Executive       Directors and Non-Executive Directors shall be appointed by the General Meeting       from a binding nomination comprising at least such number of persons as shall be       required by law for each vacancy, to be drawn up by the meeting of the holders       of ordinary shares numbered 1 to 2,400 inclusive. Notwithstanding the provisions       of paragraph 4 and 6 of this Article, the General Meeting may appoint a member       of the Board of Directors as its discretion if the meeting of the holders of ordinary       shares numbered 1 to 2,400 inclusive has not within a reasonable period after having been invited thereto made a nomination. |
|           |   |
|           | A nomination       is binding when it has been made in due time, in accordance with the applicable       law and provided it only includes the names of persons who have offered themselves       for election to the board of directors of Unilever PLC at or about the       same time as       their nomination for election to the Board of Directors of the Company. However,       the General Meeting may at all times overrule the binding nature of such a nomination       by a resolution adopted by at least a two-thirds majority of the votes cast, which       majority should represent more than one-half of the issued share capital. In the event       that a nomination is overruled in accordance with the preceding sentence,       a new meeting shall be convened to be held within three months thereafter,       notwithstanding the other provisions of this Article. At this new meeting a new Director       may be appointed with an absolute majority of the votes cast at such General Meeting, notwithstanding the provisions of paragraph 6 of this Article. |
|           |   |
|           | Pending one or more vacancies the Board of Directors remains properly constituted. |
|           |   |
| **19.6**       | When a proposal       is made to the General Meeting for the appointment of a member of the Board       of Directors, the name of the person or persons (first) nominated shall be included in the agenda of such General Meeting or in the notes thereto. |
|           |   |
| **19.7**       | The       nomination list shall be lodged with the Board of Directors in good time       before the       day on which the General Meeting is to deal with the appointment of one       or more       members of the Board of Directors so that the Board of Directors can place the       appointments on the agenda for that meeting. |

|   |                                          |
|--------|-----------------------------------------------|
| **20** | **Unilever N.V.**Articles of Association 2004 |

----

Section VI

| **19.8** | The remuneration       of the Executive Directors shall be determined by the Board of Directors.                                                                                                                                                                                                                                     |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                 |
| **19.9** | Each of       the Non-Executive Directors shall be paid a fee at such rate as may from       time to time       be determined by the Board of Directors provided that the aggregate of       all fees so       paid per annum to Non-Executive Directors shall not exceed the amount       per annum decided by the General Meeting. |
|     |                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                 |

----

| **Article 20** |
|----------------|
| **20.1**       | All       Executive Directors shall retire each year at the Annual General Meeting       as per the       moment of appointment of at least one Executive Director. |
|           |   |
|           | All Non-Executive       Directors shall retire each year at the Annual General Meeting as per the moment of appointment of at least one Non-Executive Director. |
|           |   |
|           | Members       of the Board of Directors are eligible for immediate reappointment, subject to the provisions of Article 19. |
|           |   |
| **20.2**       | The General       Meeting may at any time remove or suspend any member of the Board of Directors.       The resolution referred to in the preceding sentence shall state the reasons therefor. |
|           |   |
|           |   |

----

| **Article 21** |
|----------------|
| **21.1**       | The Board       of Directors shall appoint one of its members to be its Chairman for such period as the Board of Directors may decide. |
|           |   |
| **21.2**       | The Board       of Directors may appoint one or more of its members as Vice-Chairman of the Board       of Directors for such period as the Board of Directors may decide. If       the Chairman       is absent or unwilling to take the chair, a Vice-Chairman shall be entrusted with such       of the duties of the Chairman entrusted to him by these Articles of Association as the Board of Directors may decide. |
|           |   |
| **21.3**       | If no Chairman       has been appointed or if the Chairman is absent or unwilling to take the chair,       a meeting of the Board of Directors shall be presided over by a Vice-Chairman or in the       event of his absence or unwillingness to take the chair, by a member of the Board       of Directors or another person present designated for such purpose by the meeting. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **21** |

----

Section VI

----

| **Article 22** |
|----------------|
| **22.1**       | Meetings       of the Board of Directors may be called at any time, either by one or       more members of the Board of Directors or, on his or their instructions, by a Secretary. |
|           |   |
| **22.2**       | The       Secretaries may attend the meetings of the Board of Directors. The       Board of Directors may decide to permit others to attend a meeting as       well. |
|           |   |
|           |   |

----

| **Article 23** |
|----------------|
| **23.1**       | The Board       of Directors shall be entrusted with the management of the Company and shall for       such purpose have all the powers within the limits of the law that are       not granted by these Articles of Association to others. |
|           |   |
| **23.2**       | There shall       be an Executive Committee consisting of all Executive Directors and, if       the Board of       Directors so determines, of one or more other persons to be designated       by the Board       of Directors. The majority of the members of the Executive Committee shall consist of Executive Directors. |
|           |   |
| **23.3**       | The       Executive Committee is entrusted with the operational management of the Company       and the business enterprise connected therewith. The Executive Committee is       furthermore entrusted with the preparation of the decision making process       of the Board       of Directors and the implementation of the decisions taken by the Board       of Directors,       unless the Board of Directors has established another committee to do       so or decides       otherwise. |
|           |   |
|           | The Board of Directors can entrust other tasks to the Executive Committee. |

|   |                                          |
|--------|-----------------------------------------------|
| **22** | **Unilever N.V.**Articles of Association 2004 |

----

Section VI

| **23.4** | The Non-Executive       Directors shall supervise the policies of the Executive Committee and the       general affairs of the Company and shall be furthermore entrusted with       such duties as are and shall be determined by or pursuant to these Articles of Association.                                                                                                                                               |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **23.5** | The       Board of Directors may establish such other committees as it may deem       necessary which committees       may consist of one or more members of the Board of Directors or of other       persons. The Board of Directors appoints the members of each committee and determines       the tasks of each committee. The Board of Directors may at any time change the duties and the composition of each committee. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **23.6** | Timely       the Executive Committee shall provide the Non-Executive Directors with       all information which is required for the exercise of their duties.                                                                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **23.7** | Without       prejudice to its other powers and duties, the Board of Directors is authorised to raise       money by issues of notes, to dispose of interests in companies and business enterprises and to enter into transactions:                                                                                                                                                                                            |

|   | a. | in       respect of a subscription for shares imposing special obligations upon       the Company;                                                 |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------|
|   | b. | concerning       the acquisition of shares upon terms differing from those upon which membership in the Company is offered to the public;          |
|   | c. | having for       their object to secure some advantage to one of the founders of the Company       or to a third party concerned in its formation; |
|   | d. | relative       to payments upon shares other than in cash, without being subject to any restriction       in this respect.                         |

|     |                                                                                                                                                                                                                                                                             |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **23.8** | In       the event of the absence or inability to act of one or more members of       the Board of Directors, the powers of the Board of Directors remain intact.                                                                                                                |
|     |                                                                                                                                                                                                                                                                             |
|     | In the event       of the absence or inability to act of all members of the Board of Directors, the Secretaries,       acting jointly, or the only Secretary in office, shall temporarily be responsible for the management of the Company until the vacancies have been filled. |
|     |                                                                                                                                                                                                                                                                             |
|     | In the event       of the absence or inability to act of all members of the Board of Directors the Secretaries       or the only Secretary in office will as soon as possible take the necessary measures required for a permanent solution.                                     |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **23** |

----

Section VI

----

| **Article 24** |
|----------------|
| **24.1**       | The Board of Directors shall represent the Company. |
|           |   |
| **24.2**       | The       Company shall also be represented by two Executive Directors. In addition,       except in       the case of representation by virtue of a special power of attorney and       in the       cases mentioned       in paragraph 5 of this Article and in Article 9 paragraph 5, the Company shall       be represented either by an Executive Director together with a Secretary       or an attorney       or by two Secretaries or by one Secretary together with an attorney or       by two       attorneys, in the last case subject to the limitations imposed upon the       powers of       any such attorneys on or after their appointment. |
|           |   |
|           | The       Board of Directors shall have the power, without prejudice to its responsibility, to cause       the Company to be represented by one or more attorneys. These attorneys shall have       such powers as shall be assigned to them on or after their appointment and in conformity with these Articles of Association, by the Board of Directors. |
|           |   |
|           | The Non-Executive Directors have no power to represent the Company. |
|           |   |
| **24.3**       | The       signing of mantles of share certificates, elements thereof, extracts from       the register       referred to in Article 11 hereof and notes issued by the Company may be effected       by stamping or printing in facsimile the signatures of those who are authorised       by virtue of these Articles of Association to represent the Company for such purpose. |
|           |   |
| **24.4**       | A       document which two persons, together empowered to represent the Company in       pursuance of paragraph 2 hereof, have signed as a certified true copy       of or extract from       the minutes of a General Meeting, of a meeting of holders of a class of       shares or       of a meeting of the Board of Directors shall as between the Company and       third parties       be proof of a valid resolution by such meetings in accordance with the contents       of such copy or extract. |

|   |                                                          |
|--------|---------------------------------------------------------------|
| **24** | **Unilever         N.V.**Articles         of Association 2004 |

----

Section VI

| **24.5** | If the Company       is a shareholder, supervisory director or director of another corporate body, it       may also be represented as such at meetings of shareholders, supervisory directors       or the board of such corporate body by one Executive Director authorised for this purpose by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **24.6** | If an Executive       Director is acting in his personal capacity when entering into an agreement       with the Company or when conducting any litigation against the Company,       the Company may be represented, with due observance of the provisions of       paragraph 2 hereof by the other Executive Directors, unless the General       Meeting appoints       another person for that purpose to represent the Company. In the event that       an Executive Director has a conflict of interest vis-à-vis the       Company in any other manner       than as described in the first sentence of this paragraph, every Executive Director,       subject to the provisions of paragraph 2 hereof, shall have power to represent       the Company. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

| **Article 25** |
|----------------|
| **25.1**       | The Board of Directors may appoint one or more Secretaries from outside its members. |
|           |   |
| **25.2**       | A       Secretary shall have such powers as are assigned to him by these Articles       of Association       and, subject to these Articles of Association, by the Board of Directors on       or after his appointment. |
|           |   |
| **25.3**       | A    Secretary may be removed from office at any time by the Board of Directors. |
|           |   |
|           |   |

----

| **Article    26**                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| With due        observance of these Articles of Association the Board of Directors may        adopt one or more sets of regulations dealing with such matters as its        internal organisation, the manner in which decisions are taken, the composition        of the Board of Directors, the duties and organisation of committees        and any other matters concerning the Board of Directors, the Executive    Committee and the committees established by the Board of Directors. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **25** |

----

Section VII

----

| **Article    27**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The provisions        of the Articles 28 to 33 inclusive and of Article 35 hereof relating        to the General Meeting shall, save in so far as is otherwise expressed        or follows from the meaning of the relevant provision, apply correspondingly        to the meeting of holders of preference shares, to the meeting of holders        of preference shares of a particular class and the meeting of ordinary        shareholders and – subject to the provisions ofArticle 36 hereof – to the meeting of the holders of ordinary shares ofone thousand guilders each numbered 1 to 2,400 inclusive. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

| **Article 28** |
|----------------|
| **28.1**       | The       General Meetings shall be held at Rotterdam, Vlaardingen, The Hague, Utrecht, Amsterdam       or Haarlemmermeer at such time and place as the Board of Directors shall decide. |
|           |   |
| **28.2**       | The notice       convening a General Meeting shall be issued by or on behalf of the Board of Directors       by way of advertisement in the daily newspapers mentioned in Article 33 hereof.       At least fourteen days notice shall be given, not counting the day of       issuing the notice and the day of the meeting. |
|           |   |
| **28.3**       | The notice       shall state which requirements shareholders and holders of depositary receipts       for shares must meet under the provisions of Article 29 hereof, in order       that they may attend the General Meeting or be represented thereat by proxy. |
|           |   |
| **28.4**       | The notice       shall furthermore contain the agenda for the meeting or – except       in the case       of a proposal to amend the Articles of Association – shall state       that the agenda is       available for inspection by shareholders and by holders of depositary       receipts for shares       at the Company’s registered office. |
|           |   |
| **28.5**       | Proposals       by shareholders or holders of depositary receipts for shares shall be       put on the agenda       only if they have been lodged in writing with the Board of Directors by       one or more       shareholders or holders of depositary receipts for shares who alone or       together represent       at least one-hundredth of the issued capital or who represent the market value in       shares as set in respect thereto by or pursuant to the law on a date not       later than the       sixtieth day before the day of the meeting and provided that there is       not an important       interest of the Company at stake which prohibits that such proposal is       put on the agenda.       Registered shareholders shall at the same time state the numbers of the share       certificates and/or of the bookings for the shares held by them, and holders of bearer       shares must show that on the day on which the proposals are lodged in writing       with the Board of Directors they are holders of such shares, either by       submitting a declaration       by a bank confirming that at that time the bank held the share certificates for them, or by other means to the satisfaction of the Board of Directors. |

|   |                                          |
|--------|-----------------------------------------------|
| **26** | **Unilever N.V.**Articles of Association 2004 |

----

Section VII

----

| **Article 29** |
|----------------|
| **29.1**       | Without       prejudice to the provisions of Article 8 hereof, any person who at the       date of a General       Meeting is a shareholder or a holder of a depositary receipt for a share       and in respect       of whom the requirements set out in paragraph 3 or in paragraph 4 hereof have been met shall be entitled either in person or by proxy appointed in writing: |

|   | a. | to attend and speak at such meeting;                                                                                                          |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------|
|   | b. | to the extent       a voting right in respect of the share accrues to him by virtue of the law: to exercise such voting right at the meeting. |

|     |                                                                                                                                                                                                                        |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **29.2** | Besides       the persons mentioned in paragraph 1 hereof, only members of the Board of Directors       and the Secretaries and persons whom the meeting or its chairman may admit shall be entitled to attend the meeting. |

|     |                                                        |
|----------|-------------------------------------------------------------|
| **29.3** | Shareholders intending to attend the General Meeting shall: |

|   | a.                                                                                                                                                                                                                         | in order       to be able to exercise the powers mentioned in paragraph 1 hereof in respect       of a registered share – notify the Company in writing of their intention       by the time       and at the place mentioned in the notice, either stating the number of the share       certificate or of the booking for the said share, or using a form to be furnished for this purpose by or on behalf of the Company;                                                                                                                                                                                                                                                                                                               |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | b.                                                                                                                                                                                                                         | in order       to be able to exercise the powers mentioned in paragraph 1 hereof in respect       of a bearer share: produce a voucher issued by a depositary office mentioned      in the notice of meeting and showing that the mantle of the share certificate      or, if this was specifically indicated in the notice of meeting, the entire share      certificate had been deposited by the shareholder by the time mentioned      in the      notice and that the depositary office concerned accepts responsibility      towards the      Company for ensuring that the mantle or the share certificate as the case      may be      will not be handed over before the end of the meeting except upon surrender of      the voucher. |
|   |                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | The       time mentioned in (a) and (b) above shall not be later than the third       day following that       of the notice convening the meeting nor earlier than the seventh day prior       to that    of the meeting. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **27** |

----

Section VII

| **29.4** | The       Board of Directors may determine that persons authorised to attend a General Meeting       or persons authorised to attend and to vote at a General Meeting shall       be those persons       who as such have been registered in one or more register or registers designated       for that purpose by the Board of Directors at a time designated for that purpose       by the Board of Directors, irrespective of whom at the time of the General Meeting       would have been a person authorised to attend a General Meeting or a person       authorised to attend and to vote at a General Meeting if a registration       date referred to in this paragraph would not have been established.              |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | The       convocation to attend a General Meeting shall mention the registration       time as well       as the manner in which persons authorised to attend a General Meeting and persons       authorised to attend and to vote at a General Meeting can register themselves and exercise their rights.                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     | The provisions of paragraph 3, sub-paragraphs a and b shall apply correspondingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **29.5** | In       the event that the powers mentioned in paragraph 1 will be exercised by       a proxy, then in       addition to the notification – if and when it applies with due observance       of the provisions       of paragraph 4 hereof – the proxy must have been received by the Company       by not later than the date or dates mentioned for that purpose in the convocation.       A proxy may exercise the powers mentioned in paragraph 1 hereof only for shares       in respect whereof the numbers of the share certificates or of the bookings are specified       in the instrument of proxy, unless his instrument of proxy is on a form furnished for this purpose by or on behalf of the Company. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **29.6** | The provisions       of paragraphs 3 and 5 hereof shall apply correspondingly to depositary receipts       for shares and to the holders of such depositary receipts for shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

|   |                                          |
|--------|-----------------------------------------------|
| **28** | **Unilever N.V.**Articles of Association 2004 |

----

Section VII

----

| **Article    30**                                                                                                                                                                                                                                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The person        who is authorised by virtue of these Articles of Association to exercise        the voting right attaching to one or more shares at the General Meeting        may cast as many votes in respect thereof as the number of complete times        the sum of ten guildercents (NLG 0.10) is comprised in the total nominal    amount thereof. |
|                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                          |

----

| **Article 31** |
|----------------|
| **31.1**       | The Chairman       of the Board of Directors shall preside at General Meetings. If no Chairman       of the Board of Directors has been appointed and also if the Chairman is absent       or unwilling to take the chair, the General Meeting shall, subject to       the provisions       of Article 21, paragraph 2 hereof in respect of a Vice-Chairman, be presided       over by such other member of the Board of Directors or such other person, whether a shareholder or not, as the Board of Directors may determine. |
|           |   |
|           | If at a       meeting no person is present who can act as the Chairman of that meeting       in accordance       or pursuant to these Articles of Association, then one of the shareholders present shall be charged by the meeting to take the chair of that meeting. |
|           |   |
| **31.2**       | The minutes       of the General Meeting – unless the business transacted thereat       is recorded by a notary – shall       be taken by a person to be designated for this purpose by the Board of       Directors. The minutes shall include the full text of the resolutions       adopted by the General       Meeting and, at the request of a person who was entitled to address the meeting,       the concise content of what he said, and further all that which the Chairman       of the meeting may deem necessary. The minutes shall be finally settled and signed       by the Chairman of the meeting and by the person referred to in the first sentence of this paragraph. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **29** |

----

Section VII

----

| **Article 32** |
|----------------|
| **32.1**       | All resolutions       by a General Meeting shall, except where the law or these Articles of Association       otherwise provide, be passed by an absolute majority of the votes cast. Blank       or invalid votes shall not count. |

|     |                                                         |
|----------|--------------------------------------------------------------|
| **32.2** | The Chairman of the meeting determines the method of voting. |

|     |                                                                                                                                                                                                  |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **32.3** | In the event       of an equality of votes concerning persons, lots shall be drawn; in the       case of       other matters than persons the resolution shall be deemed to have been       rejected. |
|     |                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                  |

----

| **Article    33**                                                                                                                                                                                                                                                       |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| All notices        by the Company shall be published in at least two Dutch daily newspapers        to be selected by the Board of Directors. Notifications and announcements        by the Company shall be made in the manner determined by the Board of    Directors. |
|                                                                                                                                                                                                                                                                    |
| The provisions        of this article shall apply save in so far as otherwise provided in these        Articles of Association and without prejudice to any additional, legal        or regulatory publicationrequirements.                                             |
|                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                    |

----

| **Article 34** |
|----------------|
| **34.1**       | The General       Meetings shall be distinguished between Annual General Meetings and extraordinary    General Meetings and shall be convened by the Board of Directors. |
|           |   |
| **34.2**       | The Annual General Meeting shall be held not later than the month of June. |
|           |   |
| **34.3**       | The order of business to be transacted at the Annual General Meeting is: |

|   | a. | consideration of the Annual Report submitted by the Board of Directors;                                                                                                                                                                 |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | b. | adoption       of the Annual Accounts drawn up by the Board of Directors, which Annual Accounts       include the appropriation of the profit realised in the preceding financial year, subject to the provisions of Article 38 hereof; |
|   | c. | the granting       of discharge to the Executive Directors for the fulfilment of their task in the preceding financial year;                                                                                                            |
|   | d. | the granting       of discharge to the Non-Executive Directors for the fulfilment of their task in the      preceding financial year;                                                                                                   |
|   | e. | appointment of Executive Directors and Non-Executive Directors;                                                                                                                                                                         |
|   | f. | appointment       of one or more experts charged with the auditing of the Annual Accounts       for the current year;                                                                                                                   |
|   | g. | consideration of the other items on the agenda referred to in Article 28 hereof.                                                                                                                                                        |

|   |                                          |
|--------|-----------------------------------------------|
| **30** | **Unilever N.V.**Articles of Association 2004 |

----

Section VII

----

| **Article    35**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Extraordinary        General Meetings shall be held whenever the Board of Directors so decides        or at the request by one or more shareholders and holders of depositary        receipts for shares together representing at least one-tenth of the issued        capital who make a request to that effect in writing to the Board of        Directors, specifying the resolutions which they wish to be considered.        The provisions of the second sentence of Article 28 paragraph 5 shall    hereby apply correspondingly. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| **Article    36**                                                                                                                                                       |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The following        special arrangements shall apply to meetings of the holders of the ordinary    shares of one thousand guilders each numbered 1 to 2,400 inclusive: |

| a. | meetings       of the holders of these shares may be convened by notice sent out at       least seven       days – in cases of urgency five days – prior to the date of       the meeting;                                                                                                      |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| b. | such meetings       shall be held at the place mentioned in the convocation and shall themselves       provide for their conduct and for the taking of minutes of the business transacted thereat;                                                                                                        |
| c. | the agenda       of the business to be dealt with at such meetings need not be included       in the notice,       nor have been made available for inspection in the manner provided in       Article 28, paragraph 4, hereof;                                                                           |
| d. | such meetings may also be called by any holder of one or more such shares;                                                                                                                                                                                                                                |
| e. | if all the       holders of such shares are present or represented thereat such meeting, even in       case it has not been convened in accordance with the relative provisions of these       Articles of Association, shall, with the approval of all present, be deemed to have been validly convened. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **31** |

----

Section VIII

----

| **Article    37** |
|-------------------|
| **37.1**          | The    financial year of the Company is the calendar year. |
|              |   |
| **37.2**          | If       by virtue of the agreement referred to in Article 2 hereof any claim       against or liability       towards Unilever PLC arises for the Company as a result of the declaration       of the       dividends to be distributed for the financial year by the Company and       by Unilever PLC,       such claim or liability shall be credited or debited as the case may be       to       the Company’s       Profit and Loss Account for that financial year. |
|              |   |
| **37.3**          | The       Board of Directors shall keep the Annual Accounts which it has drawn up       and its Annual       Report, together with the information to be added thereto pursuant to       the law       and the declaration issued by the expert(s) referred to in Article 34,       paragraph       3, sub-paragraph       (f), hereof, available for inspection by shareholders and by holders of depositary       receipts for shares at the Company’s office from the day on which       the notice       convening the General Meeting is issued until the termination of such       meeting and       shall make copies thereof available for such holders free of charge; other       persons may       obtain copies at cost. |
|              |   |
| **37.4**          | Adoption    of the Annual Accounts shall be made by the General Meeting. |
|              |   |
|              |   |

----

| **Article 38** |
|----------------|
| **38.1**       | The profit       shown by the adopted Annual Accounts for the preceding financial year shall, after       the reserves which have to be kept by virtue of the law or the agreement referred       to in Article 2 hereof have where necessary been provided therefrom and losses not       yet covered from previous years have been made good and after the reserves       deemed necessary by the Board of Directors have been provided, be applied as follows. |
|           |   |
| **38.2**       | Firstly,       the holders of the 7% cumprefs, 6% cumprefs and 4% cumprefs shall be paid the dividends       due to them of seven per cent, six per cent and four per cent as the case may be on the nominal amount of their shares. |
|           |   |
| **38.3**       | If the amount       of the profit remaining after application of paragraph 1 hereof is not sufficient       to implement in full the provisions of paragraph 2 hereof, such amount       shall be       distributed among the holders of the 7% cumprefs, 6% cumprefs and 4% cumprefs       in such manner that the percentages of dividend payable on the 7% cumprefs,       6% cumprefs and 4% cumprefs shall be in the ratio of seven to six to four. |

|   |                                          |
|--------|-----------------------------------------------|
| **32** | **Unilever N.V.**Articles of Association 2004 |

----

Section VIII

| **38.4** | In the event       mentioned in paragraph 3 hereof, the deficit shall be made good in subsequent       years, provided always that the profits of subsequent years remaining after implementation       of the provisions of paragraphs 1 and 2 hereof in respect of such profits       shall first be applied in making good the arrears in the dividends for previous       years so that, if insufficient profit remains to make good these arrears,       the percentages       of dividend paid in order to make good the arrears of dividend on the 7% cumprefs,       6% cumprefs and 4% cumprefs shall be in the ratio of seven to six to four.                                                                                                                                                                                            |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **38.5** | From the       amount of the profit remaining after the application of the provisions       of paragraphs       1, 2, 3 and 4 dividend is distributed, if possible, to the holders of       the tencentscumprefs, calculated in the manner as set forth in paragraph 6 of this Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **38.6** | Holders       of the tencentscumprefs are entitled to a cumulative preferential dividend       in guilders       at a rate of sixty-five per cent (65%) of Euribor on the notional value       of each tencentscumpref.       Such dividend is to be paid semi-annually in arrears on the ninth day of June and the ninth day of December of each calendar year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     | In case       the tencentscumprefs have not been outstanding during the entire financial year the       dividend is decreased in proportion with time, taking into account the       period of the calendar year in which the tencentscumprefs were outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **38.7** | In case       the amount of profit remaining after application of paragraphs 1, 2, 3       and 4 is not sufficient       to implement in full the provisions of paragraph 5, such amount will be distributed       among the holders of the tencentscumprefs in proportion to the holdings of these       shares. In the situation mentioned in the previous sentence, the deficit       shall be made       good in subsequent years, provided always that the profits of subsequent years, remaining       after implementation of the provisions of paragraphs 1 up to and including       4, shall first be applied in making good the arrears in the dividends       for previous       years, so that, if insufficient profit remains to make good these arrears, making good takes place in proportion to the holdings of tencentscumprefs. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **38.8** | The profits       remaining after the provisions of the preceding paragraphs have been applied       shall be distributed to the holders of the ordinary shares in proportion       to the par       value of their respective holdings of ordinary shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

----

| **Article    39**                                                                                                                                                                                                                                                                                                                                                                   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| The Board        of Directors may resolve to make an interim distribution on shares in        so far as an interim statement of assets and liabilities shows that the        Company’s capital and reserves are higher than the sum of the paid-up        and called capital plus the reserves which have to be kept by virtue    of the law or these Articles of Association. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **33** |

----

Section VIII

----

| **Article    40**                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Resolutions        to make a distribution in whole or in part by issuing shares in the capital        of the Company may be passed only by the corporate body authorised to        resolve on the distribution, without prejudice to the powers that might        be vested in another corporate body with regard to the issue of shares    not yet issued. |
|                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                        |

----

| **Article 41** |
|----------------|
| **41.1**       | The Board       of Directors shall determine the place or places where a distribution       is obtainable.       At least one place in the Netherlands shall be designated for this purpose for all       classes of shares, except for shares for which a type II share certificate       has been issued. |
|           |   |
| **41.2**       | If, as regards       the latter shares, a cash dividend is made obtainable only outside the Netherlands,       the payment shall be made on these shares in the currency of the country concerned       calculated at the rate of exchange on Euronext at the date on which such distribution       is resolved upon. If and to the extent that on the first day on which       the distribution       is obtainable the Company, in consequence of Government action, war or other       exceptional circumstances beyond its control, is unable to make payment       at the place       designated outside the Netherlands or in the foreign currency, the Board       of Directors       may to that extent designate one or more places in the Netherlands instead, in which       event the provisions of the preceding sentence hereof shall to that extent no longer apply. |
|           |   |
| **41.3**       | The Board       of Directors shall determine the date from which a distribution is obtainable. Different       dates may be set in respect of the ordinary shares or the various classes of preference       shares and in respect of registered shares for which type I or II share certificates       are outstanding, bearer shares for which type A or type B share certificates are outstanding,       or shares for which bookings as referred to in Article 11 hereof have been recorded in the share register. |
|           |   |
| **41.4**       | In respect       of a distribution on a registered share, for which a type II share certificate is outstanding       or for which a booking as mentioned in Article 11 hereof has been recorded       in the share register, the Company shall be released as against the person entitled       thereto by placing whatsoever is obtainable at the disposal of or dealing therewith       as instructed by the person in whose name the share is recorded at the time fixed       for such purpose by the Board of Directors. Different times may be fixed for the       two categories mentioned in this paragraph. |

|   |                                          |
|--------|-----------------------------------------------|
| **34** | **Unilever N.V.**Articles of Association 2004 |

----

Section VIII

| **41.5** | The person       entitled to a distribution on a registered share for which a type I share certificate       is outstanding, or on a bearer share for which a type A share certificate is outstanding       must, in order to be able to exercise his right to such distribution, surrender       to the Company the dividend coupon designated therefor by the Board of Directors at one of the places indicated for this purpose by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **41.6** | The person       entitled to a distribution on a bearer share for which a type B share       certificate is outstanding       must, in order to be able to exercise his right to such distribution,       have the dividend       sheet of such share certificate deposited with a depositary as mentioned in Article       9, paragraph 3, hereof by the time fixed for such purpose by the Board       of Directors.       In respect of such distributions, the Company shall be released as against the persons       entitled thereto by placing whatsoever is obtainable, or a bearer certificate of entitlement       thereto, at the disposal of or dealing therewith as instructed by the body mentioned       in Article 9, paragraph 3, hereof charged with administration in favour of       the persons for whom, at the time mentioned in the previous sentence hereof, the dividend sheets are deposited as provided therein. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **41.7** | The Board       of Directors may waive the requirements of paragraph 5 and of the first sentence       of paragraph 6 hereof, subject to such conditions and on such security       being given as the Board of Directors shall deem necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **41.8** | Any resolution       to make a distribution, and the places and times mentioned in this Article       shall be made known in such manner as the Board of Directors may consider appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **41.9** | In the event       of any right being granted to shareholders, not consisting of a distribution out       of profits or out of the liquidation balance and not included among the       powers described       in Article 29 hereof, the provisions of the foregoing paragraphs hereof       shall apply       thereto correspondingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

----

| **Article 42** |
|----------------|
| **42.1**       | The right       to a cash distribution shall lapse and the amount concerned be credited       to the Company’s       Profit and Loss Account if such amount has not been collected five years after the first day on which it was obtainable. |
|           |   |
| **42.2**       | If a distribution       is made by issuing ordinary shares in the Company’s capital, any       shares not claimed       by the person entitled thereto five years after the first day on which       they were obtainable       may be converted into money by the Company on his account. The right       to the proceeds shall lapse and such proceeds be credited to the Company’s Profit and       Loss Account if they have not been collected by the person entitled thereto twenty years after the first day on which the shares were obtainable. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **35** |

----

Section IX

----

| **Article         43** |
|------------------------|
| **43.1**               | Without       prejudice to the provisions of Article 44 hereof, resolutions by the General Meeting       to alter these Articles of Association shall be valid only if proposed       by the Board of Directors. |
|                   |
| **43.2**               | Resolutions       to alter these Articles of Association which would prejudice the rights       of the holders       of the 7% cumprefs, 6% cumprefs, 4% cumprefs or tencentscumprefs under these       Articles of Association shall require the approval of the meeting of the holders       of the preference shares concerned given by at least three-fourths of       the votes cast at such meeting. |
|                   |   |
| **43.3**               | The provisions       of paragraph 2 hereof shall not apply to a resolution to alter these Articles       of Association relating to a reduction of the Company’s issued capital       in the event       of the repayment of the 4% cumprefs as provided in Article 5 hereof, or       in       the event       of the repayment of the tencentscumprefs as provided in Article 47 hereof. |
|                   |   |
|                   |   |

----

| **Article 44** |
|----------------|
| **44.1**       | Resolutions       to alter or terminate the agreement referred to in Article 2 hereof shall be       valid only if passed by the General Meeting upon a proposal by the Board       of Directors.       Such resolutions shall require the approval of the holders of ordinary       shares, given       by majority vote at a meeting of such holders at which at least one-half       of the total       issued ordinary capital of the Company is represented. If the resolution       proposed relates       to an alteration of the said agreement which would prejudice the interests of       the holders of preference shares under the said agreement, or to the termination of       the agreement, then such resolution shall also require the approval of       the holders of       preference shares given by at least three-fourths of the votes cast at       a meeting       of such       holders at which not less than two-thirds of the total issued preference       capital of       the Company is represented. |
|           |   |
| **44.2**       | If at any       meeting as referred to in paragraph 1 hereof the capital prescribed therein should not       be represented, a new meeting shall be convened, to be held within three months thereafter.       The provisions of paragraph 1 hereof shall apply correspondingly to this       new meeting, except that such new meeting may give the approval referred to therein regardless of the capital represented thereat. |

|   |                                          |
|--------|-----------------------------------------------|
| **36** | **Unilever N.V.**Articles of Association 2004 |

----

Section IX

----

| **Article 45** |
|----------------|
| **45.1**       | The resolution       to dissolve the Company shall be valid only if proposed by the Board of Directors       and if carried at the General Meeting by at least three-fourths of the       votes cast thereat. |
|           |   |
| **45.2**       | On the dissolution       of the Company, the liquidation shall be carried out by the Board of Directors, unless otherwise resolved by the General Meeting. |
|           |   |
| **45.3**       | The provisions       of these Articles of Association shall continue in force as far as possible during the liquidation. |
|           |   |
| **45.4**       | The resolution to dissolve the Company shall also set the remuneration of the liquidators. |
|           |   |
| **45.5**       | The liquidation       balance after payment of all liabilities and charges shall, subject to the relevant       statutory regulations, be applied in the first place in paying off the       7% cumprefs, 6% cumprefs and 4% cumprefs both as to capital and arrears of dividend. |
|           |   |
| **45.6**       | If the liquidation       balance does not permit of such payment, the balance available shall be       applied in the first place in making good any arrears of dividend on the       7% cumprefs,       6% cumprefs and 4% cumprefs and, if insufficient for making good such arrears,       it shall be applied as provided in Article 38, paragraph 4, hereof. Any       balance remaining       thereafter shall be distributed among the holders of the 7% cumprefs,       6% cumprefs and 4% cumprefs pro rata to their holdings. |
|           |   |
| **45.7**       | From the       balance remaining after application of the provisions in paragraphs 5       and 6 of this       Article a payment shall be made to the holders of tencentscumprefs equal       to the notional       value per tencentscumpref, together with any arrears in dividend. In case the liquidation       balance is not sufficient to make those payments, then such payments shall be decreased in proportion to the holdings of tencentscumprefs. |
|           |   |
| **45.8**       | Whatever       remains after the provisions of paragraphs 5, 6 and 7 have been applied shall       be distributed to the holders of the ordinary shares in proportion to       their respective       holdings of ordinary shares. |

|                                          |   |
|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **37** |

----

Section X

----

| **Article 46** |
|----------------|
| **46.1**       | In connection       with the alteration of the Articles of Association which took effect on the       tenth day of May one thousand nine hundred and ninety-nine, the ordinary       shares with       a nominal value of one guilder (NLG 1) held by each shareholder have been converted       into such number of ordinary shares with a nominal value of one guilder and       twelve cents (NLG 1.12), as results from multiplying the total number       of ordinary shares       of one guilder (NLG 1) held by such shareholder with one hundred/one hundred twelfth.       A possible fraction of one ordinary share of one guilder and twelve cents (NLG       1.12) resulting from this multiplication has been converted into one or       more subshares       of ordinary shares of one guilder and twelve cents (NLG 1.12), hereafter called “Scrips”,       of one guildercent (NLG 0.01), with if necessary a rounding upward to       a full Scrip. |
|           |   |
| **46.2**       | As long       as Scrips are outstanding as a consequence of the conversion of the ordinary shares of one guilder (NLG 1), as provided in this Article, the following provisions apply. |
|           |   |
| **46.3**       | The Scrips       are to bearer. Only bearer certificates will be issued for the Scrips,       together with a dividend sheet, not consisting of separate dividend coupons. |
|           |   |
| **46.4**       | Notwithstanding       the provisions of paragraph 3 , the provisions of Title 4 of Book 2 of the Dutch       Civil Code on shares and shareholders apply accordingly to Scrips and holders of Scrips, to the extent not stipulated otherwise in those provisions. |
|           |   |
| **46.5**       | The provisions       of these Articles of Association on ordinary shares to bearer respectively on holders       of such shares apply accordingly to Scrips and holders of Scrips, to the       extent those provisions and the paragraphs 6, 7 and 8 hereafter do not stipulate otherwise. |
|           |   |
| **46.6**       | The holder    of a Scrip can not elect to register the Scrip in his name. |
|           |   |
| **46.7**       | Every holder       of a Scrip is entitled to one/one hundred twelfth of the (interim) dividend and any other distribution to which the holder of an ordinary share is entitled. |
|           |   |
| **46.8**       | In the event       the holder of a Scrip acquires such number of Scrips that he holds in       total one hundred       and twelve (112) or more Scrips, then each time one hundred and twelve (112) Scrips       held by him are automatically converted in one ordinary bearer share of one guilder       and twelve cents (NLG 1.12), which the Company makes available against delivery       of the one hundred and twelve (112) Scrips to the holder thereof, unless       the shareholder       elects to register this share in his name. The Company may charge costs for conversion. |

|   |                                                          |
|--------|---------------------------------------------------------------|
| **38** | **Unilever         N.V.**Articles         of Association 2004 |

----

Section X

| **Article    47** |
|-------------------|
| **47.1**          | After five       years have lapsed since the first issue of tencentscumprefs, the Board of Directors may decide to convert in the manner provided in this Article. |
|              |   |
| **47.2**          | Conversion       means that for every tencentscumpref such number of Scrips of ordinary shares of       one guilder and twelve cents (NLG 1.12) are acquired by the holder of       such tencentscumpref       as results from dividing an amount of fourteen guilders and forty cents (NLG       14.40) by the product of one/one hundred twelfth times the weighted average       price on Euronext of an ordinary share of one guilder and twelve cents (NLG 1.12)       on the last trading day before the day of conversion, provided, however, that a maximum of ten Scrips can be acquired for every tencentscumpref. |
|              |   |
|              | In the event       the application of this calculation results in a fraction of a Scrip,       rounding downward takes place. |
|              |   |
| **47.3**          | The provisions       in Article 46 paragraphs 3 up to and including 8 apply accordingly to the Scrips. |
|              |   |
| **47.4**          | After conversion       the notional value of the tencentscumprefs shall be ten guildercents (NLG 0.10)       increased with – in case of rounding downward as meant in the last sentence       of the second paragraph – the notional value which results from multiplying the resulting       fraction of a Scrip as meant in the last sentence of the second paragraph with the       product of one/one-hundredtwelfth times the weighted average price on Euronext       of an ordinary share of one guilder and twelve cents (NLG 1.12) on the       last trading day before the day of conversion. |
|              |   |
|              | In the event       the application of this calculation results in a fraction of a guildercent, rounding upward to the nearest guildercent takes place. |
|              |   |
| **47.5**          | After conversion       the tencentscumprefs can, with due observance of the statutory provisions,       be redeemed against repayment of the notional value. |

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|-----------------------------------------------|--------|
| **Unilever N.V.**Articles of Association 2004 | **39** |

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Section XII

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| **Article 48** |
|----------------|
| **48.1**       | The share       certificates issued before the tenth day of May one thousand nine hundred and ninety-nine       according to Model B for ordinary shares of one guilder (NLG 1) will have to       be exchanged after the alteration to the Articles of Association which       took effect on       the tenth day of May one thousand nine hundred and ninety-nine by the relevant       shareholder for share certificates according to Model B of ordinary shares of one guilder       and twelve cents (NLG 1.12) by applying the calculation set forth in Article 46 paragraph 1. The Company may charge costs for such exchange. |
|           |   |
| **48.2**       | Contrary       to the provision of paragraph 1 of this Article, every registered share certificate       in respect of an ordinary share which is co-signed by Morgan Guaranty Trust Company       of New York and which is issued in pursuance of a version of these Articles       of Association in force prior to the tenth day of May one thousand nine hundred       and ninety-nine, will have to be returned to Morgan Guaranty Trust Company       of New York, in exchange for which the shareholders will be directly registered       in the New York share register of the Company maintained by Morgan Guaranty       Trust Company of New York. Certificates of shares will only be issued       to these shareholders       at their request and the Company may charge costs for such issuing       of certificates. In order to exercise rights attached to the registered       shares in respect       of which certificates have been issued which are co-signed by Morgan Guaranty       Trust Company of New York, after the thirtieth day of July one thousand nine hundred       and ninety-nine, the holders of such shares will have to have exchanged these certificates       for a direct registration in the New York share register of the Company maintained by Morgan Guaranty Trust Company of New York. |
|           |   |
| **48.3**       | Every booking       before the tenth day of May one thousand nine hundred and ninety-nine       in the share register of ordinary shares of one guilder (NLG 1) will,       after    the entering       into effect of the alteration to the Articles of Association on the tenth    day of    May one thousand nine hundred and ninety-nine, be deemed to be a registration of    such number of ordinary shares of one guilder and twelve cents (NLG 1.12)    as results       from applying the calculation described in Article 46 paragraph 1. Scrips    are not    registered in the share register. |
|           |   |
| **48.4**       | In order       to exercise rights attached to ordinary shares of four guilders each outstanding on the thirteenth       day of October one thousand nine hundred and ninety-seven and in respect       of which type A certificates have been issued, after the first day of       March one thousand       nine hundred and ninety-eight, the holders of such shares will have to have exchanged       the type A share certificates into type B share certificates in respect of ordinary shares of one guilder. |

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| **40** | **Unilever         N.V.**Articles         of Association 2004 |

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