Common use of Form of Election to Convert Clause in Contracts

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor or the Trustee: NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into Common Shares of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _______, (the "Indenture") among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and The Bank of New York, as Trustee, and directs that (i) if such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, any check in payment for fractional Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) Principal Amount to be Converted:(2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent conversion agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor Issuer or the Trustee: NOTICE OF CONVERSION Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Shares Stock of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated belowIssuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") among Ahold Finance U.S.A., Inc.Newmont Mining Corporation, as Issuerissuer, Koninklijke Ahold N.V.Newmont USA Limited, as Guarantorguarantor, and The Bank of New YorkCitibank, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common SharesStock, the Parent Common Shares Stock issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, and any check in payment for fractional Parent Shares shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ------------------------------------------ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) Represented: Principal Amount to be Converted:(2) Indicate Parent Shares to be issuedConverted: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print ------------------------------------ Print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.------------------------------------ ------------------------------------ Signature Guarantee: ------------------------------------------ ------------------------------------

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor or the Trustee: NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into Common Shares of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _______, (the "Indenture") among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and The Bank of New YorkChase Manhattan Bank, as Trustee, and directs that (i) if such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, any check in payment for fractional Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) (1) Principal Amount to be Converted:(2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the principal amount of the Securities not converted, unless otherwise provided. Indicate Parent Shares to be issued:

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor or the Trustee: NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into Common Shares of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _______, (the "Indenture") among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and The Bank of New York, as Trustee, and directs that (i) if such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, any check in payment for fractional Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ------------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1): (1) Principal Amount to be Converted:(2) (1) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the principal amount of the Securities not converted, unless otherwise provided. Indicate Parent Shares to be issued:

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor or the Trustee: NOTICE OF CONVERSION The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into Common Shares of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _______, (the "Indenture") among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and The Bank of New York, as Trustee, and directs that (i) if such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, any check in payment for fractional Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ___________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1): (1) Principal Amount to be Converted:(2) (1) Unless otherwise specified a Holder will deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the prncipal amount of the Securities not converted, unless otherwise provided Indicate Parent Shares to be issued: [_] |_| Parent Common Shares [_] |_| Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- _________________________ Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- _________________________ Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.________________________ ________________________ Signature Guarantee: ________________________

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent conversion agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor Issuer or the Trustee: NOTICE OF CONVERSION Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Shares Stock of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated belowIssuer, in accordance with the terms of the Securities and the Indenture dated as of ___________, (the "Indenture") among Ahold Finance U.S.A., Inc.Newmont Mining Corporation, as Issuerissuer, Koninklijke Ahold N.V.Newmont USA Limited, as Guarantorguarantor, and The Bank of New YorkCitibank, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common SharesStock, the Parent Common Shares Stock issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, and any check in payment for fractional Parent Shares shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- _______________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1Represented:1(FN1) Principal Amount to be Converted:(2Converted:2(FN2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print ____________________________ Print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.____________________________ ____________________________ Signature Guarantee: __________________________ ____________________________ ARTICLE THREE

Form of Election to Convert. The notice [To Be Executed Upon Conversion of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor or the Trustee: NOTICE OF CONVERSION Warrant] The undersigned Holder holder hereby represents that he or it is the registered holder of the Securities specified below this Warrant Certificate, and hereby irrevocably exercises elects to exercise the option right, represented by this Warrant Certificate, to convert such Securities, or the aggregate principal amount thereof specified below, into Common Shares of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of Warrants evidenced by this Warrant Certificate into____________ shares of Class A Common Stock, par value $.01 per share (the "IndentureClass A Common Stock"), of BRUNSWICK BIOMEDICAL CORPORATION (the "Company") among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and herewith tenders payment for such shares to the order of the Company in the amount of $___________ in accordance with the terms hereof. The Bank of New York, as Trustee, and directs undersigned requests that (i) if a certificate for such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion shares be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned unless otherwise indicated below andat the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock convertible hereunder, in either case, any check in payment for fractional Parent Shares the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be issued registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned unless a different name has been indicated belowat the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If Parent ADSs are Certificate to be issued registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Certificate to be delivered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Date: --------------------------- ---------------------------------------- (Signature must conform in all respects to the name of a person other than the undersigned, holder as specified on the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) Principal Amount to be Converted:(2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount fact of the Securities delivered.Warrant Certificate, unless Form of Assignment has been executed)

Form of Election to Convert. The notice [To be Executed Upon Conversion of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor or the Trustee: NOTICE OF CONVERSION Warrant] The undersigned Holder holder hereby represents that he or it is the registered holder of the Securities specified below this Warrant Certificate, and hereby irrevocably exercises elects to exercise the option right, represented by this Warrant Certificate, to convert such Securities, or the aggregate principal amount thereof specified below, Warrants evidenced by this Warrant Certificate into Common Shares of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of ____________ shares of Class A Common Stock, par value $.01 per share (the "IndentureClass A Common Stock") among Ahold Finance U.S.A.), Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and of BRUNSWICK BIOMEDICAL CORPORATION (the "Company"). The Bank of New York, as Trustee, and directs undersigned requests that (i) if a certificate for such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion shares be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such certificate be delivered to the undersigned unless otherwise indicated below andat the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares is less than all of the shares of Class A Common Stock convertible hereunder, in either case, any check in payment for fractional Parent Shares the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be issued registered in the name of the undersigned or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned unless a different name has been indicated belowat the address hereinafter set forth or to such other person or entity as is hereinafter set forth. If Parent ADSs are Certificate to be issued registered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Certificate to be delivered as follows: Name: Internationale Nederlanden (U.S.) Capital Corporation Address: 135 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Chief Credit Officer Date:____________________ _______________________________________ (Signature must conform in all respects to the name of a person other than the undersignedholder as specified on the fact of the Warrant Certificate, unless Form of Assignment has been executed) FORM OF ASSIGNMENT [To be executed upon Transfer of Warrant] FOR VALUE RECEIVED, the undersigned has paid all registered holder of the enclosed Warrant Certificate hereby sells, assigns and transfers unto ________________________________________ the right represented by such Warrant Certificate to purchase _____________ shares of Class A Common Stock of BRUNSWICK BIOMEDICAL CORPORATION to which such Warrant Certificate relates, and appoints __________________ _______________________________ Attorney to make such transfer taxes payable on the books of BRUNSWICK BIOMEDICAL CORPORATION maintained for such purpose, with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified full power of substitution in the Indenturepremises. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) Principal Amount to be Converted:(2) Indicate Parent Shares to be issued: [Date:_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered._________________

Form of Election to Convert. The notice of conversion to be delivered by a Holder to the Conversion Agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor Issuer or the Trustee: NOTICE OF CONVERSION Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into Common Shares of the Guarantor ("Parent Common Shares") Issuer or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated below, in accordance with the terms of the Securities and the Indenture dated as of _______, ____ (the "Indenture") among Ahold Finance U.S.A., Inc., as Issuer, between Koninklijke Ahold N.V., as Guarantor, N.V. and The Bank of New YorkChase Manhattan Bank, as Trustee, and directs that (i) if such Holder is electing to receive Parent Common Shares, the Parent Common Shares issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, any check in payment for fractional Parent Shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) (1) Principal Amount to be Converted:(2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print name and address Please print name and address of Holder ------------------------ ------------------------ 1 Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered. (2) Certificate registered in the name of the Holder will be issued in the principal amount of the Securities not converted, unless otherwise provided. Indicate Shares to be issued:

Form of Election to Convert. The notice of conversion --------------------------- to be delivered by a Holder to the Conversion Agent conversion agent in connection with the conversion of Securities of any series that are convertible into Parent Shares shares of Common Stock shall be in substantially the following form, with such appropriate insertions, omissions, substitutions and other variations as are deemed necessary or appropriate by the Guarantor Issuer or the Trustee: NOTICE OF CONVERSION Notice of Conversion The undersigned Holder of the Securities specified below hereby irrevocably exercises the option to convert such Securities, or the aggregate principal amount thereof specified below, into shares of Common Shares Stock of the Guarantor ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), as indicated belowIssuer, in accordance with the terms of the Securities and the Indenture dated as of _________________, (the "Indenture") among Ahold Finance U.S.A.between Newmont Mining Corporation and Citibank, Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and The Bank of New York, N.A. as Trustee, and directs that (i) if such Holder is electing to receive Parent Common SharesStock, the Parent Common Shares Stock issuable and deliverable upon conversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersigned unless otherwise indicated below and, in either case, and any check in payment for fractional Parent Shares shares be issued in the name of and delivered to the undersigned unless a different name has been indicated below. If Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned has paid all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: --------------------------- ____________________________________ Signature (for Conversion only) Title of Securities: Certificate Number(s) (if applicable): Aggregate Principal Amount Represented:(1) Represented:/1/ Principal Amount to be Converted:(2) Indicate Parent Shares to be issued: [_] Parent Common Shares [_] Parent American Depositary Shares If ADSs are to be received and are to be issued otherwise than to Holder: ------------------------- Please print name and address Converted:/2/ If check for fractional Parent Shares to be issued otherwise than to Holder: ------------------------- Please print ________________________________ Print name and address Please print name and address of Holder ------------------------ ------------------------ 1 __________________________ __________________________ /1/ Unless otherwise specified, a Holder will be deemed to be converting the entire principal amount of the Securities delivered.