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): (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 ________________________ ________________________ 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 TrusteeTo: NOTICE OF CONVERSION USX Corporation The undersigned Holder of the Securities specified below this Convertible Debenture hereby irrevocably exercises the option to convert such Securitiesthis Convertible Debenture, or the aggregate principal amount thereof specified belowportion below designated, into Common Shares Steel Stock of the Guarantor USX CORPORATION ("Parent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent SharesUSX"), or any other class of common stock of USX, as indicated belowpermitted by the Restated Certificate of Incorporation of USX, 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 Trusteereferred to in this Convertible Debenture, and directs that (i) if such Holder is electing to receive Parent Common Shares, the Parent Common Shares 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 ADSsconversion, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned unless otherwise indicated below andundersigned, 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 in the assignment below. If Parent ADSs shares are to be issued in the name of a person other than the undersigned, the undersigned has paid will pay all transfer taxes payable with respect thereto. All capitalized terms used herein and not defined herein shall have the meanings specified Date: in the Indenture. Dated: ___________________________ Signature (for Conversion only) Title whole in part Portion of Securities: Certificate Number(s) (if applicable): (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. Convertible Debenture to be converted (2the Principal Amount of One Convertible Debenture or integral multiples thereof): $ Signature (for conversion only) Certificate registered Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number Signature Guarantee:/1/ ---------------------- /1/ Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the name Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities and Exchange Act of 1934, as amended. 47 ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Debenture to: (Insert assignee's social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Convertible Debenture on the books of the Holder will be issued in the prncipal amount of the Securities not converted, unless otherwise provided Indicate Parent Shares Trust. The agent may substitute another 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 act for fractional Parent Shares to be issued otherwise than to Holder: _________________________ Please print name and address Please print name and address of Holder ________________________ ________________________ Signature Guarantee: ________________________him or her. Date:

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): (1): Aggregate Principal Amount Represented:(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 ________________________ ________________________ Signature Guarantee: ________________________------------------------ ------------------------ 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 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): (1) Principal Amount to be Converted:(2) (1) Unless otherwise specified 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 prncipal principal amount of the Securities not converted, unless otherwise provided 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 ________________________ ________________________ 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): (1) ): Aggregate Principal Amount Represented: 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 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 ________________________ ________________________ ------------------------------------ ------------------------------------ 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:1 (1FN1) Principal Amount to be Converted:(2) Converted:2 (1FN2) 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 -------------------------- Print name and address Please print name and address of Holder ________________________ ________________________ -------------------------- -------------------------- 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): (1) ): Aggregate Principal Amount Represented: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 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 ________________________ ________________________ -------------------------- -------------------------- 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): (1) ): Aggregate Principal Amount to be Converted:(2Represented:(1) (1) Unless otherwise specified 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 prncipal principal amount of the Securities not converted, unless otherwise provided 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 ________________________ ________________________ 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.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): (1) ): Aggregate Principal Amount Represented:/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 Converted:/2/ If ADSs are to be received and are to be issued otherwise than to Holder: _________________________ Please print name and address If check checked for fractional Parent Shares to be issued otherwise than to Holder: _________________________ Please print name and address Please print name and address of Holder ________________________ ________________________ Signature Guarantee: Print name and address _______________________________ /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): (1) ): Aggregate Principal Amount to be Converted:(2Represented:(1) (1) Unless otherwise specified 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 prncipal principal amount of the Securities not converted, unless otherwise provided 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 ________________________ ________________________ 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.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): (1) ): Aggregate Principal Amount Represented:/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 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 __________________________ ________________________ Signature Guarantee: ________________________ /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.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): (1): Aggregate Principal Amount Represented:(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 -------------------------- Print name and address Please print name and address of Holder ________________________ ________________________ -------------------------- -------------------------- Signature Guarantee: __________________________ -------------------------- ---------- 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): (1): Aggregate Principal Amount Represented:1(FN1) Principal Amount to be Converted:(2) (1Converted:2(FN2) 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 Print name and address Please print name and address of Holder ____________________________ ____________________________ Signature Guarantee: __________________________ ____________________________ ARTICLE THREE