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):

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 Principal Amount to be Converted:2 If check for fractional Shares to be issued otherwise than to Holder: -------------------------- 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: Principal Amount to be Converted: If check for fractional Shares to be issued otherwise than to Holder: ------------------------------------ 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 (FN1) Principal Amount to be Converted:2 (FN2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- 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):): Aggregate Principal Amount Represented:(1) Principal Amount to be Converted:(2) If check for fractional Shares to be issued otherwise than to Holder: -------------------------- 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):

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/ Principal Amount to be Converted:/2/ If checked for fractional Shares to be issued otherwise than to Holder: _______________________________ Print name and address _______________________________

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/ Principal Amount to be Converted:/2/ If check for fractional Shares to be issued otherwise than to Holder: ________________________________ Print name and address Please print name and address of Holder __________________________ __________________________

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(FN1) Principal Amount to be Converted:2(FN2) If check for fractional Shares to be issued otherwise than to Holder: ____________________________ Print name and address Please print name and address of Holder ____________________________ ____________________________ Signature Guarantee: __________________________ ____________________________ ARTICLE THREE

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)