Common use of Form of Election to Convert Clause in Contracts

Form of Election to Convert. To: USX Corporation The undersigned Holder of this Convertible Debenture hereby irrevocably exercises the option to convert this Convertible Debenture, or the portion below designated, into Steel Stock of USX CORPORATION ("USX"), or any other class of common stock of USX, as permitted by the Restated Certificate of Incorporation of USX, in accordance with the terms of the Indenture referred to in this Convertible Debenture, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: in whole in part Portion of principal amount of the Convertible Debenture to be converted (the Principal Amount of One Convertible Debenture or integral multiples thereof): $ Signature (for conversion only) 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 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 Trust. The agent may substitute another to act for him or her. Date:

Form of Election to Convert. To: USX Corporation The Bank of New York The undersigned Holder of this Convertible Debenture hereby irrevocably exercises the option to convert this Convertible Debenture, or the portion below designated, into Steel Stock of USX CORPORATION ("USX"), or any other class of common stock of USX, as permitted by the Restated Certificate of Incorporation of USX, in accordance with the terms of the Indenture referred to in this Convertible Debenture, and directs that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: in whole in part Portion of principal amount of the Convertible Debenture to be converted (the Principal Amount of One Convertible Debenture or integral multiples thereof): $ Signature (for conversion only) 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 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 Trust. The agent may substitute another to act for him or her. Date:.

Form of Election to Convert. ToThe 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: USX Corporation NOTICE OF CONVERSION The undersigned Holder of this Convertible Debenture the Securities specified below hereby irrevocably exercises the option to convert this Convertible Debenturesuch Securities, or the portion below designatedaggregate principal amount thereof specified below, into Steel Stock Common Shares of USX CORPORATION the Guarantor ("USXParent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), or any other class of common stock of USX, as permitted by the Restated Certificate of Incorporation of USXindicated below, in accordance with the terms of the Securities and the Indenture referred to in this Convertible Debenturedated 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 shares Parent Common Shares issuable and deliverable upon conversionconversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, together with any check in payment for fractional shares, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersignedundersigned 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 in the assignment below. If shares Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned will pay has paid all transfer taxes payable with respect thereto. DateAll capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: in whole in part Portion --------------------------- 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 Convertible Debenture to be converted (the Principal Amount of One Convertible Debenture or integral multiples thereof): $ Signature (for conversion only) 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 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 Trust. The agent may substitute another to act for him or her. Date:delivered.

Form of Election to Convert. ToThe 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: USX Corporation NOTICE OF CONVERSION The undersigned Holder of this Convertible Debenture the Securities specified below hereby irrevocably exercises the option to convert this Convertible Debenturesuch Securities, or the portion below designatedaggregate principal amount thereof specified below, into Steel Stock Common Shares of USX CORPORATION the Guarantor ("USXParent Common Shares") or American Depositary Shares evidencing such Parent Common Shares ("Parent ADSs" and, together with such Parent Common Shares, the "Parent Shares"), or any other class of common stock of USX, as permitted by the Restated Certificate of Incorporation of USXindicated below, in accordance with the terms of the Securities and the Indenture referred to in this Convertible Debenturedated as of _______, (the "Indenture") among Ahold Finance U.S.A., Inc., as Issuer, Koninklijke Ahold N.V., as Guarantor, and The Chase Manhattan Bank, as Trustee, and directs that (i) if such Holder is electing to receive Parent Common Shares, the shares Parent Common Shares issuable and deliverable upon conversionconversion be delivered to such Holder through Nederlands Centraal Instituut voor Giraal Effectenverkeer and (ii) if such Holder elects to receive Parent ADSs, together with any check in payment for fractional shares, the Parent American Depositary Receipts evidencing such Parent ADSs issuable and deliverable on conversion be issued in the name of and delivered to the undersignedundersigned 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 in the assignment below. If shares Parent ADSs are to be issued in the name of a person other than the undersigned, the undersigned will pay has paid all transfer taxes payable with respect thereto. DateAll capitalized terms used herein and not defined herein shall have the meanings specified in the Indenture. Dated: in whole in part Portion of principal amount of the Convertible Debenture to be converted (the Principal Amount of One Convertible Debenture or integral multiples thereof): $ --------------------------- Signature (for conversion Conversion only) 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 Title of the Conversion Agent, which requirements include membership or participation in the 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 toSecurities: (Insert assignee's social security or tax identification numberCertificate Number(s) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Convertible Debenture on the books of the Trust. The agent may substitute another to act for him or her. Date:if applicable): Aggregate Principal Amount Represented:(1)

Form of Election to Convert. To: USX Corporation [To Be Executed Upon Conversion of Warrant] The undersigned Holder holder hereby represents that he or it is the registered holder of this Convertible Debenture Warrant Certificate, and hereby irrevocably exercises elects to exercise the option right, represented by this Warrant Certificate, to convert the Warrants evidenced by this Convertible DebentureWarrant Certificate into____________ shares of Class A Common Stock, or par value $.01 per share (the portion below designated, into Steel Stock of USX CORPORATION ("USXClass A Common Stock"), or any other class of common stock BRUNSWICK BIOMEDICAL CORPORATION (the "Company") and herewith tenders payment for such shares to the order of USX, as permitted by the Restated Certificate Company in the amount of Incorporation of USX, $___________ in accordance with the terms of the Indenture referred to in this Convertible Debenture, and directs hereof. The undersigned requests that the a certificate for such shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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 a different name has been indicated in undersigned at the assignment belowaddress hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares are to is less than all of the shares of Class A Common Stock convertible hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be issued registered in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect theretoor his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be 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 whole in part Portion of principal amount all respects to the name of the Convertible Debenture to be converted (holder as specified on the Principal Amount of One Convertible Debenture or integral multiples thereof): $ Signature (for conversion only) 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 fact of the Conversion AgentWarrant Certificate, which requirements include membership or participation in the 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 unless Form 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 Trust. The agent may substitute another to act for him or her. Date:Assignment has been executed)

Form of Election to Convert. To: USX Corporation [To be Executed Upon Conversion of Warrant] The undersigned Holder holder hereby represents that he or it is the registered holder of this Convertible Debenture Warrant Certificate, and hereby irrevocably exercises elects to exercise the option right, represented by this Warrant Certificate, to convert the Warrants evidenced by this Convertible DebentureWarrant Certificate into ____________ shares of Class A Common Stock, or par value $.01 per share (the portion below designated, into Steel Stock of USX CORPORATION ("USXClass A Common Stock"), or any other class of common stock of USX, as permitted by BRUNSWICK BIOMEDICAL CORPORATION (the Restated Certificate of Incorporation of USX, in accordance with the terms of the Indenture referred to in this Convertible Debenture, and directs "Company"). The undersigned requests that the a certificate for such shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, 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 a different name has been indicated in undersigned at the assignment belowaddress hereinafter set forth or to such other person or entity as is hereinafter set forth. If said number of shares are to is less than all of the shares of Class A Common Stock convertible hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares be issued registered in the name of a person other than the undersigned, the undersigned will pay or his/its nominee hereinafter set forth, and further that such Warrant Certificate be delivered to the undersigned at the address hereinafter set forth or to such other person or entity as is hereinafter set forth. Certificate to be 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 transfer taxes payable with respect thereto. Date: in whole in part Portion of principal amount respects to the name of the Convertible Debenture to be converted (holder as specified on the Principal Amount of One Convertible Debenture or integral multiples thereof): $ Signature (for conversion only) 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 fact of the Conversion AgentWarrant Certificate, which requirements include membership or participation in the Securities unless Form of Assignment has been executed) FORM OF ASSIGNMENT [To be executed upon 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 Warrant] FOR VALUE RECEIVED, the undersigned registered holder of the enclosed Warrant Certificate hereby sells, assigns and transfers this Convertible Debenture to: (Insert assignee's social security or tax identification number) (Insert address 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 zip code of assignee) and irrevocably appoints agent __________________ _______________________________ Attorney to make such transfer this Convertible Debenture on the books of BRUNSWICK BIOMEDICAL CORPORATION maintained for such purpose, with full power of substitution in the Trust. The agent may substitute another to act for him or herpremises. Date:___________________