UNILEVER PLC (Form: 20-F, Received: 03/06/2015 08:54:25)

‘GOOD LEAVERS’ AS DETERMINED BY THE COMMITTEE IN ACCORDANCE WITH THE PLAN RULES*

LEAVERS IN OTHER CIRCUMSTANCES*

CHANGE OF CONTROL

Such circumstances include (but may not be limited to) a takeover or a merger of the Group.

INVESTMENT SHARES (MCIP)

• Investment shares are transferred in full upon termination (and are transferred to the personal representative of the Executive Director in the event of his or her death).

• Investment shares are transferred in full upon termination.

• Investment shares are transferred in full at the time of the change of control.

• Alternatively, participants may be required to exchange the investment shares for equivalent shares in the acquiring company in the event of a reorganisation of the Group.

MATCHING SHARES (MCIP) AND PERFORMANCE SHARES (GSIP)

• Awards will normally vest following the end of the original performance period, taking into account performance and pro-rated for time in employment (unless the Boards on the proposal of the Committee determine otherwise).

• Alternatively, the Boards may determine that awards shall vest upon termination based on performance at that time and pro-rated for time in employment (unless the Boards on the proposal of the Committee determine otherwise).

• Awards will normally lapse upon termination.

•    In accordance with Dutch law, matching shares and performance shares are shares that are obtained as part of the Executive Director’s remuneration. Therefore, their value is frozen in a period for four weeks before an announcement of a public offer and four weeks after the conclusion of a public offer. Any increase in value in this period has to be reclaimed by Unilever from the Executive Director upon retirement or sale of these shares, if at that time the value of the shares is higher than the value four weeks before the announcement of the public offer.

•    Awards will vest based on performance at the time of the change of control and the Boards, at the proposal of the Committee, have the discretion to pro-rate for time.

•    Alternatively, participants may be required to exchange the awards for equivalent awards over shares in the acquiring company in the event of a reorganisation of the Group.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F


(Mark one)
¨		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

OR

¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number 001-04546

UNILEVER PLC

(Exact name of Registrant as specified in its charter)

ENGLAND

(Jurisdiction of incorporation or organization)

100 Victoria Embankment, London, England

(Address of principal executive offices)

T. E. Lovell, Group Secretary

Tel: +44(0)2078225252, Fax: +44(0)2078225464

100 Victoria Embankment, London EC4Y 0DY, UK

(Name, telephone number, facsimile number and address of Company Contact)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
American Shares (evidenced by Depositary Receipts) each representing one ordinary share of the nominal amount of 3 1/9p each		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The total number of outstanding shares of the issuer’s capital stock at the close of the period covered by the annual report was: 1,310,156,361 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Yes x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934:

Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ¨		International Financial Reporting Standards as issued by the International Accounting Standards Board x		Other ¨

If ‘Other’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes ¨ No x

CAUTIONARY STATEMENT

This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Group. They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; inability to find sustainable solutions to support long-term growth; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters. Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Group’s Annual Report on Form 20-F for the year ended 31 December 2014 and the Annual Report and Accounts 2014. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

LOGO

CONTENTS


Item 1	Identity of Directors, Senior Management and Advisers	1

Item 2	Offer Statistics and Expected Timetable	1

Item 3	Key Information	2

Item 4	Information on the Company	6

Item 4A	Unresolved Staff Comments	7

Item 5	Operating and Financial Review and Prospects	7

Item 6	Directors, Senior Management and Employees	11

Item 7	Major Shareholders and Related Party Transactions	13

Item 8	Financial Information	14

Item 9	The Offer and Listing	14

Item 10	Additional Information	15

Item 11	Quantitative and Qualitative Disclosures About Market Risk	18

Item 12	Description of Securities Other than Equity Securities	18

Item 13	Defaults, Dividend Arrearages and Delinquencies	19

Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	19

Item 15	Controls and Procedures	20

Item 16	Reserved	20

Item 16A	Audit Committee Financial Expert	20

Item 16B	Code Of Ethics	20

Item 16C	Principal Accountant Fees and Services	20

Item 16D	Exemptions From The Listing Standards For Audit Committees	20

Item 16E	Purchases Of Equity Securities By The Issuer and Affiliated Purchasers	21

Item 16F	Change In Registrant’s Certifying Accountant	21

Item 16G	Corporate Governance	21

Item 16H	Mine Safety Disclosures	21

Item 17	Financial Statements	21

Item 18	Financial Statements	22

Item 19	Exhibits	28

References in this Report on Form 20-F are to certain references in the Group’s Annual Report and Accounts 2014 that include pages incorporated therein, including any page references incorporated in the incorporated material, unless specifically noted otherwise.

The Group’s Annual Report and Accounts 2014 was furnished separately on 6 March 2015 under Form 6-K. Pages 1 to 40 of the Group’s Annual Report and Accounts 2014 were furnished as Exhibit 1 and pages 41 to 140 of the Group’s Annual Report and Accounts 2014 were furnished as Exhibit 2 to this report on Form 6-K, respectively.

The following pages and sections of the Group’s Annual Report and Accounts 2014 and specified information referenced therein, regardless of their inclusion in any cross-reference below, are hereby specifically excluded and are not incorporated by reference into this report on Form 20-F:

•

‘Operational highlights’ on page 7;

•

pages 2 to 6;

•

‘Six-year historical Total Shareholder Return (TSR) Performance’ on page 76;

•

pages 79 to 83;

•

pages 131 to 139; and

•

information on our website or any other website or social media site, including our Facebook, Twitter and LinkedIn pages.

This report on Form 20-F and the Group’s Annual Report and Accounts 2014 contain certain measures that are not defined by generally accepted accounting principles (GAAP) such as IFRS. We believe this information, along with comparable GAAP measurements, is useful to investors because it provides a basis for measuring our operating performance, ability to retire debt and invest in new business opportunities. Our management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance and value creation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with similarly titled amounts reported by other companies.

In addition, there are limitations on the usefulness of our reported non-GAAP financial measures.

We report on the following non-GAAP measures:

•

underlying sales growth;

•

underlying volume growth;

•

core operating profit and core operating margin (operating profit and operating margin before the impact of business disposals, acquisitions and disposal related costs, impairments and other one-off items);

•

core earnings per share (core EPS);

•

free cash flow; and

•

net debt.

The information set forth under the heading ‘Non-GAAP measures’ on pages 34 and 35 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference. Within these pages further information about the above measures can be found.

THE UNILEVER GROUP

Unilever N.V. (NV) is a public limited company registered in the Netherlands, which has listings of shares and depositary receipts for shares on Euronext Amsterdam and of New York Registry Shares on the New York Stock Exchange. Unilever PLC (PLC) is a public limited company registered in England and Wales, which has shares listed on the London Stock Exchange and, as American Depositary Receipts, on the New York Stock Exchange.

The two parent companies, NV and PLC, together with their group companies, operate as a single economic entity (the Unilever Group, also referred to as ‘Unilever’ or the ‘Group’). NV and PLC and their group companies constitute a single reporting entity for the purposes of presenting consolidated accounts. Accordingly, the accounts of the Unilever Group are presented by both NV and PLC as their respective consolidated accounts.

This document contains references to our website. Information on our website or any other website referenced in this document is not incorporated into this document and should not be considered part of this document. We have included any website as an inactive textual reference only.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.


Unilever Annual Report on Form 20-F 2014		Form 20-F 1

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The schedules below provide the Group’s selected financial data for the five most recent financial years.


	€ million			€ million			€ million			€ million			€ million
Consolidated income statement		2014			2013			2012			2011			2010
Turnover		48,436			49,797			51,324			46,467			44,262

Operating profit		7,980			7,517			6,977			6,420			6,325

Net finance costs		(477	)		(530	)		(535	)		(543	)		(561	)
Share of net profit/(loss) of joint ventures and associates and other income/(loss) from non-current investments		143			127			91			189			187

Profit before taxation		7,646			7,114			6,533			6,066			5,951
Taxation		(2,131	)		(1,851	)		(1,697	)		(1,575	)		(1,486	)

Net profit		5,515			5,263			4,836			4,491			4,465
Attributable to:
Non-controlling interests		344			421			468			371			354
Shareholders’ equity		5,171			4,842			4,368			4,120			4,111

Combined earnings per share ^(a)	€ 2014			€ 2013			€ 2012			€ 2011			€ 2010
Basic earnings per share		1.82			1.71			1.54			1.46			1.46
Diluted earnings per share		1.79			1.66			1.50			1.42			1.42
^(a) For the basis of the calculations of combined earnings per share see Note 7 ‘Combined earnings per share’ on page 102 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated here by reference.

	€ million			€ million			€ million			€ million			€ million
Consolidated balance sheet	2014			2013			2012			2011			2010
Non-current assets		35,680			33,391			34,042			33,245			28,706
Current assets		12,347			12,122			12,147			14,291			12,484

Total assets		48,027			45,513			46,189			47,536			41,190

Current liabilities		19,642			17,382			15,815			17,929			13,606
Non-current liabilities		14,122			13,316			14,425			14,489			12,322

Total liabilities		33,764			30,698			30,240			32,418			25,928

Shareholders’ equity		13,651			14,344			15,392			14,491			14,669
Non-controlling interests		612			471			557			628			593

Total equity		14,263			14,815			15,949			15,119			15,262

Total liabilities and equity		48,027			45,513			46,189			47,537			41,190

	€ million			€ million			€ million			€ million			€ million
Consolidated cash flow statement	2014			2013			2012			2011			2010
Net cash flow from operating activities		5,543			6,294			6,836			5,452			5,490
Net cash flow from/(used in) investing activities		(341	)		(1,161	)		(755	)		(4,467	)		(1,164	)
Net cash flow from/(used in) financing activities		(5,190	)		(5,390	)		(6,622	)		411			(4,609	)

Net increase/(decrease) in cash and cash equivalents		12			(257	)		(541	)		1,396			(283	)
Cash and cash equivalents at the beginning of the year		2,044			2,217			2,978			1,966			2,397
Effect of foreign exchange rates		(146	)		84			(220	)		(384	)		(148	)

Cash and cash equivalents at the end of the year		1,910			2,044			2,217			2,978			1,966

Key performance indicators	2014			2013			2012			2011			2010
Underlying sales growth (%) ^(b)		2.9			4.3			6.9			6.5			4.1
Underlying volume growth (%) ^(b)		1.0			2.5			3.4			1.6			5.8
Core operating margin (%) ^(b)		14.5			14.1			13.7			13.5			13.6
Free cash flow ( € million) ^(b)		3,100			3,856			4,333			3,075			3,365


2 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 3. KEY INFORMATION CONTINUED


Ratios and other metrics	2014			2013			2012			2011			2010
Operating margin (%)		16.5			15.1			13.6			13.8			14.3
Net profit margin (%) ^(c)		10.7			9.7			8.5			8.9			9.3
Net debt ( € million) ^(b)		9,900			8,456			7,355			8,781			6,668
Ratio of earnings to fixed charges (times) ^(d)		12.3			11.7			10.2			9.8			10.4
^(b) Non–GAAP measures are defined and described on pages 34 and 35 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated here by reference. Reconciliations of non-GAAP measures to relevant GAAP measures are detailed below and should be read in conjunction with pages 34 and 35 of the Group’s Annual Report and Accounts 2014. ^(c) Net profit margin is expressed as net profit attributable to shareholders’ equity as a percentage of turnover. ^(d) In the ratio of earnings to fixed charges, earnings consist of net profit from continuing operations excluding net profit or loss of joint ventures and associates increased by fixed charges, income taxes and dividends received from joint ventures and associates. Fixed charges consist of interest payable on debt and a portion of lease costs determined to be representative of interest. This ratio takes no account of interest receivable although Unilever’s treasury operations involve both borrowing and depositing funds.

	2014			2013			2012			2011			2010
Underlying sales growth (%)	vs 2013			vs 2012			vs 2011			vs 2010			vs 2009
Underlying sales growth (%)		2.9			4.3			6.9			6.5			4.1
Effect of acquisitions (%)		0.4			–			1.8			2.7			0.3
Effect of disposals (%)		(1.3	)		(1.1	)		(0.7	)		(1.5	)		(0.8	)
Effect of exchange rates (%)		(4.6	)		(5.9	)		2.2			(2.5	)		7.3
Turnover growth (%)		(2.7	)		(3.0	)		10.5			5.0			11.1

	2014			2013			2012			2011			2010
Underlying volume growth (%)	vs 2013			vs 2012			vs 2011			vs 2010			vs 2009
Underlying volume growth (%)		1.0			2.5			3.4			1.6			5.8
Effect of price changes (%)		1.9			1.8			3.3			4.8			(1.6	)
Underlying sales growth (%)		2.9			4.3			6.9			6.5			4.1

	€ million			€ million			€ million			€ million			€ million
Core operating margin and core operating profit	2014			2013			2012			2011			2010
Operating profit		7,980			7,517			6,977			6,420			6,325
Acquisition and disposal related cost		97			112			190			234			50
(Gain)/loss on disposal of group companies		(1,392	)		(733	)		(117	)		(221	)		(468	)
Impairments and other one-off items		335			120			–			(157	)		110

Core operating profit		7,020			7,016			7,050			6,276			6,017
Turnover		48,436			49,797			51,324			46,467			44,262
Operating margin (%)		16.5			15.1			13.6			13.8			14.3
Core operating margin (%)		14.5			14.1			13.7			13.5			13.6

	€ million			€ million			€ million			€ million			€ million
Free cash flow (FCF) to net profit	2014			2013			2012			2011			2010
Net profit		5,515			5,263			4,836			4,491			4,465
Taxation		2,131			1,851			1,697			1,575			1,486
Share of net profit of joint ventures/associates and other income from non-current investments		(143	)		(127	)		(91	)		(189	)		(187	)
Net finance costs		477			530			535			543			561
Depreciation, amortisation and impairment		1,432			1,151			1,199			1,029			993
Changes in working capital		8			200			822			(177	)		169
Pensions and similar obligations less payments		(364	)		(383	)		(369	)		(540	)		(458	)
Provisions less payments		32			126			(43	)		9			72
Elimination of (profits)/losses on disposals		(1,460	)		(725	)		(236	)		(215	)		(476	)
Non-cash charge for share-based compensation		188			228			153			105			144
Other adjustments		38			(15	)		13			8			49

Cash flow from operating activities		7,854			8,099			8,516			6,639			6,818

Income tax paid		(2,311	)		(1,805	)		(1,680	)		(1,187	)		(1,328	)
Net capital expenditure		(2,045	)		(2,027	)		(2,143	)		(1,974	)		(1,701	)
Net interest and preference dividends paid		(398	)		(411	)		(360	)		(403	)		(424	)

Free cash flow		3,100			3,856			4,333			3,075			3,365

Net cash flow (used in)/from investing activities		(341	)		(1,161	)		(755	)		(4,467	)		(1,164	)
Net cash flow (used in)/from financing activities		(5,190	)		(5,390	)		(6,622	)		411			(4,609	)


Unilever Annual Report on Form 20-F 2014			Form 20-F 3

ITEM 3. KEY INFORMATION CONTINUED


	€ million			€ million			€ million			€ million			€ million
Net debt to total financial liabilities	2014			2013			2012			2011			2010
Total financial liabilities		(12,722	)		(11,501	)		(10,221	)		(13,718	)		(9,534	)

Financial liabilities due within one year		(5,536	)		(4,010	)		(2,656	)		(5,840	)		(2,276	)
Financial liabilities due after one year		(7,186	)		(7,491	)		(7,565	)		(7,878	)		(7,258	)

Cash and cash equivalents as per balance sheet		2,151			2,285			2,465			3,484			2,316

Cash and cash equivalents as per cash flow statement		1,910			2,044			2,217			2,978			1,966
Add bank overdrafts deducted therein		241			241			248			506			350

Financial assets		671			760			401			1,453			550

Net debt		(9,900	)		(8,456	)		(7,355	)		(8,781	)		(6,668	)

RATIO OF EARNINGS TO FIXED CHARGES (TIMES) For a calculation of our ratio of earnings to fixed charges see Item 19: Exhibits – Calculation of Ratio of Earnings to Fixed Charges. DIVIDEND RECORD The following tables show the dividends declared and dividends paid by NV and PLC for the last five years, expressed in terms of the revised share denominations which became effective from 22 May 2006. Differences between the amounts ultimately received by US holders of NV and PLC shares are the result of changes in exchange rates between the equalisation of the dividends and the date of payment. Following agreement at the 2009 Annual General Meetings (AGMs) and separate meetings of ordinary shareholders, the Equalisation Agreement was modified to facilitate the payment of quarterly dividends from 2010 onwards.
	2014			2013			2012			2011			2010
Dividends declared for the year
NV dividends
Dividend per € 0.16		€ 1.14			€ 1.08			€ 0.97			€ 0.90			€ 0.83
Dividend per € 0.16 (US Registry)		US $1.47			US $1.44			US $1.25			US $1.25			US $1.13

PLC dividends
Dividend per 3 ¹ /9p		£0.90			£0.91			£0.79			£0.78			£0.71
Dividend per 3 ¹ /9p (US Registry)		US $1.47			US $1.44			US $1.25			US $1.25			US $1.13

Dividends paid during the year
NV dividends
Dividend per € 0.16		€ 1.12			€ 1.05			€ 0.95			€ 0.88			€ 0.82
Dividend per € 0.16 (US Registry)		US $1.51			US $1.40			US $1.23			US $1.24			US $1.11

PLC dividends
Dividend per 3 ¹ /9p		£0.91			£0.89			£0.77			£0.77			£0.71
Dividend per 3 ¹ /9p (US Registry)		US $1.51			US $1.40			US $1.23			US $1.24			US $1.11


4 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 3. KEY INFORMATION CONTINUED

EXCHANGE RATES

Unilever reports its financial results and balance sheet position in euros. Other currencies which may significantly impact our financial statements are sterling and US dollars. Average and year-end exchange rates for these two currencies for the last five years are given below.


	2014		2013		2012		2011		2010
Year end
€ 1 = US $		1.215		1.378		1.318		1.294		1.337
€ 1 = £		0.781		0.833		0.816		0.839		0.862
Average
€ 1 = US $		1.334		1.325		1.283		1.396		1.326
€ 1 = £		0.807		0.849		0.811		0.869		0.858

On 25 February 2015 (the latest practicable date for inclusion in this report) the exchange rates between euros and US dollars and between euros and sterling as published in the Financial Times in London were as follows: € 1 = US $1.134 and € 1 = £0.734.

Noon Buying Rates in New York for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York were as follows:


	2014		2013		2012		2011		2010
Year end
€ 1 = US $		1.210		1.378		1.319		1.297		1.327
Average
€ 1 = US $		1.330		1.328		1.286		1.393		1.326
High
€ 1 = US $		1.393		1.382		1.346		1.488		1.454
Low
€ 1 = US $		1.210		1.277		1.206		1.293		1.196

High and low exchange rate values for each of the last six months:

September
2014

October
2014

November
2014

December
2014

January
2015

February

2015

^(e)

High

€ 1 = US $

1.314

1.281

1.255

1.250

1.202

1.146

Low

€ 1 = US $

1.263

1.252

1.239

1.210

1.128

1.130

^(e) Through 25 February 2015.

SHARE CAPITAL

The information set forth under the heading ‘Note 15A Share capital’ on page 110 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

B. CAPITALISATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

Our principal risks, as described on pages 36 and 37 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K, excluding the cross-reference to pages 50 to 53, are incorporated by reference. The information set forth under the heading ‘Note 16 Treasury risk management’ on pages 114 to 119, ‘Note 17B Credit risk’ on page 121 and ‘Note 18 Financial instruments fair value risk’ on pages 121 to 123 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

Our business is subject to risks and uncertainties. The risks that we regard as the most relevant to our business are set out on pages 36 to 37 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K. These are the risks that we see as material to Unilever’s business and performance at this time. There may be other risks that could emerge in the future. We have undertaken certain mitigating actions that we believe help us to manage the risks identified. However, we may not be successful in deploying some or all of these mitigating actions. If the circumstances in these risk factors occur or are not successfully mitigated, our cash flow, operating results, financial position, business and reputation could be materially adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described in this document, or could impact on our ability to meet our targets or be detrimental to our profitability or reputation. The list is not intended to be exhaustive and there may be other risks and uncertainties that are not mentioned that could impact our future performance or our ability to meet published targets. The risks and uncertainties should be read in conjunction with the Group’s consolidated financial statements and related notes and the portions of the Strategic Report and Corporate Governance section that are incorporated by reference from the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 on Form 6-K and other information included in or incorporated by reference in this report on Form 20-F.


Unilever Annual Report on Form 20-F 2014			Form 20-F 5

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘About Unilever’ on page 41;

•

‘Developments in 2014’ on page 29;

•

‘Financial review 2014’ on pages 31 to 35;

•

‘Corporate governance compliance’ on pages 46 to 48;

•

‘Note 10 Property, plant and equipment’ on pages 105 and 106;

•

‘Note 21 Acquisitions and disposals’ on pages 125 and 126;

•

‘Our shares’ on pages 43 and 44;

•

‘Our shareholders’ on pages 44 to 46; and

•

‘Shareholder information’ on page 40 (other than ‘Website’).

In 2014 and 2013, the Group did not receive any public takeover offers by third parties in respect of NV or PLC shares or make any public takeover offers in respect of other companies’ shares.

Please refer also to ‘Financial review 2013’ within Item 5A of this report and ‘The Unilever Group’ on page 1 of this report.

B. BUSINESS OVERVIEW

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 2 Segment information’ on pages 90 and 91;

•

‘Marketing’ on page 9;

•

‘How we create sustainable value’ on pages 14 and 15;

•

‘Our markets’ on pages 12 and 13;

•

‘Our consumers’ on pages 18 to 21;

•

‘Financial review 2014’ on pages 31 to 35; and

•

‘Legal and regulatory’ on page 53.

Please refer also to ‘Financial review 2013’ within Item 5A of this report.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

MARKETING CHANNELS

Unilever’s products are generally sold through our own sales force as well as through independent brokers, agents and distributors to chain, wholesale, co-operative and independent grocery accounts, food service distributors and institutions. Products are physically distributed through a network of distribution centres, satellite warehouses, company-operated and public storage facilities, depots and other facilities.

RAW MATERIALS

Our products use a wide variety of raw and packaging materials which we source internationally, and which may be subject to price volatility. Although we have seen rather more stable conditions in key commodity markets in 2014 we remain watchful for further periods of volatility in 2015.

SEASONALITY

Certain of our businesses, such as ice cream, are subject to significant seasonal fluctuations in sales. However, Unilever operates globally in many different markets and product categories, and no individual element of seasonality is likely to be material to the results of the Group as a whole.

INTELLECTUAL PROPERTY

We have a large portfolio of patents and trademarks, and we conduct some of our operations under licences that are based on patents or trademarks owned or controlled by others. We are not dependent on any one patent or group of patents. We use all appropriate efforts to protect our brands and technology.

COMPETITION

As a fast moving consumer goods (FMCG) company, we are competing with a diverse set of competitors. Some of these operate on an international scale like ourselves, while others have a more regional or local focus. Our business model centres on building brands which consumers know, trust, like and buy in conscious preference to competitors’. Our brands command loyalty and affinity and deliver superior performance.

INFORMATION PRESENTED

Unless otherwise stated, share refers to value share. The market data and competitive set classifications are taken from independent industry sources in the markets in which Unilever operates.

IRAN-RELATED REQUIRED DISCLOSURE

Unilever operates in Iran through a non-US subsidiary. In 2014, sales in Iran were significantly less than one percent of Unilever’s worldwide turnover. This non-US subsidiary had € 627,377 in gross revenues and € 164,769 in net profits attributable to the sale of home, personal care and food products to superstores controlled by the Government of Iran or affiliated entities in 2014. In addition, we advertised our products on television networks that are owned by the Government of Iran or affiliated entities. Income, payroll and other taxes, duties and fees (including for utilities) were payable to the Government of Iran and affiliated entities in connection with our operations. Our non-US subsidiary maintains bank accounts in Iran with various banks to facilitate our business in the country and make any required payments to the Government of Iran and affiliated entities. One of the financial institutions used by our non-US subsidiary is Bank Melli, an entity identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control in the U.S. Department of the Treasury. The account maintained by our non-US subsidiary with Bank Melli was opened in 2014 in order to comply with a requirement that any value added tax collected from customers within Iran is paid to the Iranian tax authorities through an account maintained within Bank Melli. Our activities in Iran comply in all material respects with applicable laws and regulations, including US and other international trade sanctions, and we plan to continue these activities.

C. ORGANISATIONAL STRUCTURE

The information set forth under the heading ‘Note 27 Principal group companies and non-current investments’ on pages 129 and 130 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

D. PROPERTY, PLANT AND EQUIPMENT

We have interests in properties in most of the countries where there are Unilever operations. However, none is material in the context of the Group as a whole. The properties are used predominantly to house production and distribution activities and as offices. There is a mixture of leased and owned property throughout the Group. We are not aware of any environmental issues affecting the properties which would have a material impact upon the Group, and there are no material encumbrances on our properties. Any difference between the market value of properties held by the Group and the amount at which they are included in the balance sheet is not significant. We believe our existing facilities are satisfactory for our current business and we currently have no plans to construct new facilities or expand or improve our current facilities in a manner that is material to the Group.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 10 Property, plant and equipment’ on pages 105 and 106; and

•

‘Note 27 Principal group companies and non-current investments’ on pages 129 and 130.


6 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Key financial indicators’ on page 7;

•

‘Our markets’ on pages 12 and 13;

•

‘Our shareholders’ on pages 28 to 30;

•

‘Financial review 2014’ on pages 31 to 35;

•

‘Currency risk’ on pages 116 and 117; and

•

‘Legal and regulatory’ on page 53.

Please refer also to ‘Outlook’ within Item 5D of this report.

FINANCIAL REVIEW 2013

BASIS OF REPORTING

The information set forth under the heading ‘Consolidated income statement’ on page 31 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

GROUP RESULTS AND EARNINGS PER SHARE

The following discussion summarises the results of the Group during the years 2013 and 2012. The figures quoted are in euros, at current rates of exchange, being the average rates applying in each period as applicable, unless otherwise stated. Information about exchange rates between the euro, pound sterling and US dollar is given on page 5 of this report.

In 2013 and 2012, no disposals qualified to be disclosed as discontinued operations for purposes of reporting.


	2013		2012		% change
Turnover ( € million)		49,797		51,324		(3.0	)
Operating profit ( € million)		7,517		6,977		8
Core operating profit ( € million)		7,016		7,050		–
Profit before tax ( € million)		7,114		6,533		9
Net profit ( € million)		5,263		4,836		9
Diluted earnings per share ( € )		1.66		1.50		11
Core earnings per share ( € )		1.58		1.53		3

Turnover at € 49.8 billion decreased 3.0%, including a negative impact from both foreign exchange, of 5.9%, and acquisitions net of disposals of 1.1%. Underlying sales growth was 4.3% (2012: 6.9%), balanced between volume growth of 2.5% (2012: 3.4%) and pricing of 1.8% (2012: 3.3%). Emerging markets, now 57% of total turnover, were flat at reported exchange rates, with underlying sales growth of 8.7% versus 11.4% in the prior year. The Group saw a weakening in the market growth of many emerging countries, in particular during the third quarter, exacerbated by significant currency devaluation.

Operating profit was € 7.5 billion, compared with € 7.0 billion in 2012, up 8%. The increase was mainly driven by non-core items which were a net credit of € 0.5 billion (2012: net debit € 0.1 billion); core operating profit was flat at € 7.0 billion. The total gain on business disposals, recognised in non-core items, was € 0.7 billion.

The cost of financing net borrowings was € 397 million (2012: € 390 million). The average level of net debt increased following the acquisition of additional shares in Hindustan Unilever Limited while interest rate movements were favourable. The average interest rate was 3.3% on debt and 2.9% on cash deposits. The pensions financing cost was a charge of € 133 million, compared to € 145 million in 2012, both restated for the impact of the revision to the accounting standard IAS 19.

The effective tax rate remained consistent with 2012 at 26%. Our longer term expectation for the tax rate remains around 26%.

Net profit from joint ventures and associates, together with other income from non-current investments, contributed € 127 million in 2013, compared to € 91 million in the prior year. The movement is mainly due to the low prior year comparator which included an impairment of warrants associated with the disposals of the US laundry business.

Fully diluted earnings per share were € 1.66, up 11% from € 1.50 in the prior year, driven by higher operating profit. Core earnings per share were € 1.58, up 3% from € 1.53 in 2012 after a 7% headwind from currency movements.

LOGO

EXPENSES WHICH MATERIALLY IMPACTED OPERATING PROFIT IN 2013

Turnover declined by € 1.5 billion, due mainly to net exchange rate movements (negative € 3.2 billion impact). Despite the drop in absolute turnover, there was a 0.4 percentage point improvement in core operating margin, core operating profit was almost flat (negative € 34 million), and operating profit was up by € 540 million with the impact of profit on disposal of Skippy and Wishbone brands.

Core operating profit improvement in Personal Care (increased by € 121 million) was offset by the decline in Foods (down by € 151 million). Refreshments and Home Care were broadly flat.

Cost of raw and packaging materials and goods purchased for resale (material costs) decreased by € 0.8 billion, driven primarily by the exchange rate depreciation of € 1.3 billion, at constant exchange rates it was up by € 0.5 billion. At constant rates, the gross total input costs (before savings and including material costs, distribution and supply chain indirects) increase of € 1.1 billion was more than offset by price increase of € 1.0 billion, and material costs savings of € 1.0 billion during the year. Gross margin improved by 1.1 percentage point to 41.6%.

Staff costs were down by € 0.1 billion. Salary inflation and higher share based payment costs were more than offset by the currency devaluation in emerging markets.

Brand and marketing investment increased by € 0.5 billion at constant exchange rates as we continued to invest behind our brands. The increase at current exchange rates was € 0.1 billion.

The impact of input costs and investment in our brands are discussed further in our segmental disclosures, which also provide additional details of the impact of brands, products and subcategories on driving top line growth.


Unilever Annual Report on Form 20-F 2014		Form 20-F 7

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTS CONTINUED

IMPACT OF COMMODITY COSTS ON GROSS MARGIN

During 2013, the Unilever Group faced cost inflation of over € 1.1 billion. The Unilever Group actively mitigates the impact of cost inflation through a combination of price increases and costs savings to protect its margin. Hence, despite cost increases, the Unilever Group was able to improve its gross margin by 1.1 percentage points during 2013 at constant exchange rates. Specifically gross margin was protected in all four categories. Commodity costs were more stable than recent years increasing

PERSONAL CARE


	€ million		€ million		%
	2013		2012		Change
Turnover		18,056		18,097		(0.2	)
Operating profit		3,078		2,925		5.2
Core operating profit		3,206		3,085		3.9
Core operating margin (%)		17.8		17.0		0.8

Underlying sales growth (%)		7.3		10.0
Underlying volume growth (%)		5.5		6.5
Effect of price changes (%)		1.7		3.3

KEY DEVELOPMENTS

•

Personal Care delivered another year of strong underlying growth, although exchange rate movements (6.8%) led to turnover being almost unchanged on 2012. Underlying sales growth of 7.3% was broad-based across all sub-categories; hair care, skin cleansing and skin care, deodorants and oral care growing more than 5%. Underlying volume increased by 5.5%, while the price growth, at 1.7%, was lower than 2012 which had included more commodity cost driven increases. Growth was supported by innovations like Dove Repair Expertise in more than 50 markets, Vaseline Spray & Go moisturisers and the Axe Apollo campaign across more than 70 countries.

•

Core operating profit at € 3.2 billion improved by € 121 million over 2012 despite a € 291 million reduction from exchange rate movements. Underlying sales growth contributed € 224 million and higher core operating margin, driven by improved mix and savings, added € 188 million.

REFRESHMENT


	€ million			€ million		%
	2013			2012		Change
Turnover		9,369			9,726		(3.7	)
Operating profit		851			908		(6.3	)
Core operating profit		856			908		(5.7	)
Core operating margin (%)		9.1			9.3		(0.2	)

Underlying sales growth (%)		1.1			6.3
Underlying volume growth (%)		(1.8	)		2.4
Effect of price changes (%)		2.9			3.9

KEY DEVELOPMENTS

•

Refreshment turnover declined by 3.7%, due to exchange rate movements (4.7%). Underlying sales grew 1.1%, with price contributing strongly at 2.9%. Underlying volumes were down by 1.8% due to declines in our US ice cream business where we withdrew from some low margin products and in Italy where the weak economy affected ice cream sales. Tea grew well, driven by improved tasting Lipton Yellow Label tea-bags with tea essence. Sales of AdeS soy drinks were lower following a product recall in the first half of the year.

•

Core operating profit at € 0.9 billion was € 52 million lower than 2012, as a result of a € 45 million adverse impact of exchange rates. Underlying sales growth added € 10 million. Core operating margin was lower by 0.2 percentage points as a result of higher advertising and promotions (up by 0.3 percentage points) and the impact of the AdeS recall.

by around 4% in 2013. Our Foods category is impacted by vegetable oil prices and petrochemicals materially affect our Home Care category, where we have protected our margins in both categories. There are no other commodities that have a material impact.

Part of our commodity risk, principally vegetable oils and petrochemicals, is hedged using a combination of physical contracts as well as derivatives (futures and options).

FOODS


	€ million			€ million			%
	2013			2012			Change
Turnover		13,426			14,444			(7.0	)
Operating profit		3,064			2,601			17.8
Core operating profit		2,377			2,528			(6.0	)
Core operating margin (%)		17.7			17.5			0.2

Underlying sales growth (%)		0.3			1.8
Underlying volume growth (%)		(0.6	)		(0.9	)
Effect of price changes (%)		0.9			2.7

KEY DEVELOPMENTS

•

Foods turnover declined, by 7.0%, entirely due to exchange rate movements (3.8%) and business disposals of (3.7%). Underlying sales grew 0.3%, including a positive contribution from price of 0.9%. Underlying volumes were 0.6% lower because of market weakness in spreads. Spreads performance improved in the second half with positive responses to the re-launch of Flora in the UK and new variants in Europe and the US. Our biggest Foods brands, Knorr and Hellmann’s, both grew well, particularly in emerging markets. Knorr jelly bouillons and baking bags continue to grow rapidly with the addition of new variants. Sales of soups and sauces in the developed markets declined.

•

Core operating profit at € 2.4 billion was € 151 million lower than the prior year after an € 107 million adverse impact from exchange rates and a reduction of € 83 million from disposals. Core operating margin was up by 0.2 percentage points, adding € 31 million to core operating profit. The increase from improved mix and savings was offset by higher advertising and promotions. Operating profit increased due to business disposals.

HOME CARE


	€ million		€ million		%
	2013		2012		Change
Turnover		8,946		9,057		(1.2	)
Operating profit		524		543		(3.5	)
Core operating profit		577		529		9.1
Core operating margin (%)		6.4		5.8		0.6

Underlying sales growth (%)		8.0		10.3
Underlying volume growth (%)		5.7		6.2
Effect of price changes (%)		2.1		3.9

KEY DEVELOPMENTS

•

Home Care again showed strong underlying growth, but this was offset by exchange rate movements (8.6%) to leave turnover down 1.2%. Underlying sales grew 8.0%, with volumes up 5.7%. Price growth of 2.1% was lower than 2012 which had included more commodity cost driven increases. Laundry growth has been driven by innovations such as a new formulation for Omo with wash boosters, and a new Small & Mighty concentrated liquid detergent in Europe. Comfort fabric conditioners grew rapidly, supported by the success of an Aromatherapy range in South East Asia. Household Care also grew well, helped by the launch of Cif and Domestos in Brazil.

•

Core operating profit at € 0.6 billion was broadly unchanged on last year after an adverse € 59 million from exchange rates. Underlying sales growth added € 42 million. Core operating margin increased by 0.6 percentage points, adding € 65 million, with higher gross margins, including the benefit of the low cost business model programme partly offset by increased advertising and promotions.


8 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTS CONTINUED

NON-GAAP MEASURES

UNDERLYING SALES GROWTH (USG)

The reconciliation of USG to changes in the GAAP measure turnover is as follows:

TOTAL GROUP


	2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		4.3			6.9
Effect of acquisitions (%)		–			1.8
Effect of disposals (%)		(1.1	)		(0.7	)
Effect of exchange rates (%)		(5.9	)		2.2
Turnover growth (%) ^(a)		(3.0	)		10.5

PERSONAL CARE
	2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		7.3			10.0
Effect of acquisitions (%)		–			4.4
Effect of disposals (%)		(0.2	)		(0.5	)
Effect of exchange rates (%)		(6.8	)		2.3
Turnover growth (%) ^(a)		(0.2	)		17.0

FOODS
	2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		0.3			1.8
Effect of acquisitions (%)		–			–
Effect of disposals (%)		(3.7	)		(1.5	)
Effect of exchange rates (%)		(3.8	)		3.0
Turnover growth (%) ^(a)		(7.0	)		3.3

REFRESHMENT
	2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		1.1			6.3
Effect of acquisitions (%)		0.1			0.8
Effect of disposals (%)		–			0.7
Effect of exchange rates (%)		(4.7	)		2.4
Turnover growth (%) ^(a)		(3.7	)		10.5

HOME CARE
	2013 vs 2012			2012 vs 2011
Underlying sales growth (%)		8.0			10.3
Effect of acquisitions (%)		0.1			0.6
Effect of disposals (%)		–			(1.1	)
Effect of exchange rates (%)		(8.6	)		0.6
Turnover growth (%) ^(a)		(1.2	)		10.4

(a)

Turnover growth is made up of distinct individual growth components namely underlying sales, currency impact, acquisitions and disposals. Turnover growth is arrived at by multiplying these individual components on a compounded basis as there is a currency impact on each of the other components. Accordingly, turnover growth is more than just the sum of the individual components.

UNDERLYING VOLUME GROWTH (UVG)

Underlying Volume Growth or “UVG” is part of USG and means, for the applicable period, the increase in turnover in such period calculated as the sum of (i) the increase in turnover attributable to the volume of products sold; and (ii) the increase in turnover attributable to the composition of products sold during such period. UVG therefore excludes any impact on USG due to changes in prices.

The relationship between the two measures is set out below:


	2013 vs 2012		2012 vs 2011
Underlying volume growth (%)		2.5		3.4
Effect of price changes (%)		1.8		3.3
Underlying sales growth (%)		4.3		6.9

FREE CASH FLOW (FCF)

Within the Unilever Group, free cash flow (FCF) is defined as cash flow from operating activities, less income taxes paid, net capital expenditures and net interest payments and preference dividends paid. It does not represent residual cash flows entirely available for discretionary purposes; for example, the repayment of principal amounts borrowed is not deducted from FCF. FCF reflects an additional way of viewing our liquidity that we believe is useful to investors because it represents cash flows that could be used for distribution of dividends, repayment of debt or to fund our strategic initiatives, including acquisitions, if any.

The reconciliation of FCF to net profit is as follows:


	€ million 2013			€ million 2012
Net profit		5,263			4,836
Taxation		1,851			1,697
Share of net profit of joint ventures/associates and other income from non-current investments		(127	)		(91	)
Net finance cost		530			535
Depreciation, amortisation and impairment		1,151			1,199
Changes in working capital		200			822
Pensions and similar obligations less payments		(383	)		(369	)
Provisions less payments		126			(43	)
Elimination of (profits)/losses on disposals		(725	)		(236	)
Non-cash charge for share-based compensation		228			153
Other adjustments		(15	)		13
Cash flow from operating activities		8,099			8,516

Income tax paid		(1,805	)		(1,680	)
Net capital expenditure		(2,027	)		(2,143	)
Net interest and preference dividends paid		(411	)		(360	)
Free cash flow		3,856			4,333

Net cash flow (used in)/from investing activities		(1,161	)		(755	)
Net cash flow (used in)/from financing activities		(5,390	)		(6,622	)

CORE OPERATING MARGIN AND CORE OPERATING PROFIT

Core operating profit and core operating margin mean operating profit and operating margin, respectively, before the impact of business disposals, acquisition and disposal related costs, impairments and other one-off items, which we collectively term non-core items, on the grounds that the incidence of these items is uneven between reporting periods.

The reconciliation of core operating profit to operating profit is as follows:


	€ million 2013			€ million 2012
Operating profit		7,517			6,977
Acquisition and disposal related costs		112			190
(Gain)/loss on disposal of group companies		(733	)		(117	)
Impairments and other one-off items		120			–
Core operating profit		7,016			7,050
Turnover		49,797			51,324
Operating margin		15.1	%		13.6	%
Core operating margin		14.1	%		13.7	%


Unilever Annual Report on Form 20-F 2014			Form 20-F 9

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTS CONTINUED

NET DEBT

The reconciliation of net debt to the GAAP measure of total financial liabilities is as follows:


	€ million 2013			€ million 2012
Total financial liabilities		(11,501	)		(10,221	)

Current financial liabilities		(4,010	)		(2,656	)
Non-current financial liabilities		(7,491	)		(7,565	)

Cash and cash equivalents as per balance sheet		2,285			2,465
Cash and cash equivalents as per cash flow statement		2,044			2,217
Bank overdrafts deducted therein		241			248

Current financial assets		760			401
Net debt		(8,456	)		(7,355	)

ACQUISITIONS AND DISPOSALS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 21 Acquisitions and disposals’ on pages 125 to 126; and

•

‘Consolidated cash flow statement’ on page 87.

On 30 July 2012, the Group announced a definitive agreement to sell its North American frozen meals business to ConAgra Foods, Inc. for a total cash consideration of US $265 million. The deal was completed on 19 August 2012.

Further to the acquisition in December 2011, the Group acquired the remaining 18% of the outstanding share capital in Concern Kalina in 2012.

The Group’s capital expenditure is mainly on purchase of property, plant and equipment as well as acquisition of group companies.

B. LIQUIDITY AND CAPITAL RESOURCES

(I) INFORMATION REGARDING THE GROUP’S LIQUIDITY

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Balance sheet’ on page 33;

•

‘Note 16B Management of market risk’ on pages 116 to 118;

•

‘Note 16A Management of liquidity risk’ on page 114 to 116;

•

‘Note 15 Capital and funding’ on pages 109 and 110;

•

‘Going concern’ on page 78;

•

‘Cash flow’ on page 33;

•

‘Consolidated cash flow statement’ on page 87;

•

‘Note 15C Financial liabilities’ on pages 112 and 113;

•

‘Note 17A Financial assets’ on pages 120 and 121; and

•

‘Note 17 Investment and return’ on pages 119 to 121.

Please refer also to ‘Contractual obligations at 31 December 2014’ on page 11 within Item 5F of this report

FINANCIAL INSTRUMENTS AND RISK

The key financial instruments used by Unilever are short-term and long-term borrowings, cash and cash equivalents, and certain plain vanilla derivative instruments, principally comprising interest rate swaps and foreign exchange contracts. Treasury processes are governed by standards approved by the Unilever Leadership Executive. Unilever manages a variety of market risks, including the effects of changes in foreign exchange rates, interest rates, commodity costs and liquidity.

The information set forth under the heading ‘Note 16 Treasury risk management’ on pages 114 to 119 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

(II) INFORMATION REGARDING THE TYPE OF FINANCIAL INSTRUMENTS USED, THE MATURITY PROFILE OF DEBT, CURRENCY AND INTEREST RATE STRUCTURE

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 15 Capital and funding’ on pages 109 and 110;

•

‘Note 15C Financial liabilities’ on pages 112 and 113;

•

‘Note 17A Financial assets’ on pages 120 and 121;

•

‘Note 16 Treasury risk management’ on pages 114 to 119;

•

‘Note 17 Investment and return’ on pages 119 to 121;

•

‘Note 18 Financial instruments fair value risk’ on pages 121 to 123; and

•

‘Our risk appetite and approach to risk management’ on page 49.

Please also refer to ‘Information regarding the Group’s liquidity’ within Item 5B(I) of this report.

(III) INFORMATION REGARDING THE GROUP’S MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURE

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 20 Commitments and contingent liabilities’ on pages 124 and 125; and

•

‘Note 10 Property, plant and equipment’ on pages 105 and 106.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC.

The information set forth under the heading ‘Innovation’ on page 8 and ‘Note 3 Gross profit and operating costs’ on page 92 and ‘Our Value Chain’ on page 9 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

D. TREND INFORMATION

Please refer also to Item 3D ‘Risk factors’ on page 5 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Our markets’ on pages 12 and 13; and

•

‘Financial review 2014’ on pages 31 to 35.

OUTLOOK

We expect the economic pressures to continue. Consumer demand in emerging markets is likely to remain subdued for some time to come. There is still little sign of a recovery in Europe and while conditions in North America have improved, any increase in consumer demand is likely to be slow and shoppers will remain focused on value. We are also prepared for managing any continuing volatility on the world’s currency markets and for what could be fluctuations in commodity costs as a result of the reduction in oil prices. At the same time, we expect the levels of competitive activity – both from global competitors and, increasingly, from local players – to remain high in 2015. Despite these pressures, we are confident that with the many positive changes we have already made to Unilever we are well placed to continue delivering our objectives of volume growth ahead of our markets, steady and sustainable improvements in core operating margin and strong cash flow.

Please refer also to ‘Financial review 2013’ within Item 5A of this report.

E. OFF-BALANCE SHEET ARRANGEMENTS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 16 Treasury risk management’ on pages 114 to 119;

•

‘Note 18 Financial instruments fair value risk’ on pages 121 to 123; and

•

‘Note 20 Commitments and contingent liabilities’ on pages 124 and 125.


10 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 5. OPERATING AND FINANCIAL

REVIEW AND PROSPECTS CONTINUED

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

CONTRACTUAL OBLIGATIONS AT 31 DECEMBER 2014


	€ million		€ million		€ million		€ million		€ million
	Total		Due within 1 year		Due in 1-3 years		Due in 3-5 years		Due in over 5 years
Long-term debt		11,770		5,067		2,002		1,554		3,147
Interest on financial liabilities		2,588		296		471		383		1,438
Operating lease obligations		2,327		390		624		547		766
Purchase obligations ^(a)		257		222		35		–		–
Finance leases		305		25		71		37		172
Other long-term commitments		1,768		812		813		102		41
Total		19,015		6,812		4,016		2,623		5,564

^(a)	For raw and packaging materials and finished goods.

Unilever’s contractual obligations at the end of 2014 included capital expenditure commitments, borrowings, lease commitments and other commitments. A summary of certain contractual obligations at 31 December 2014 is provided in the preceding table.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 10 Property, plant and equipment’ on pages 105 and 106;

•

‘Note 15C Financial liabilities’ on pages 112 and 113;

•

‘Note 16A Management of liquidity risk’ on page 114 to 116; and

•

‘Note 20 Commitments and contingent liabilities’ on pages 124 and 125.

G. SAFE HARBOUR

Further details of potential risks and uncertainties affecting the Group are described in the Group’s filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Group’s Annual Report

on Form 20-F for the year ended 31 December 2014 and the Annual Report and Accounts 2014. These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

(I) NAME, EXPERIENCE AND FUNCTIONS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Unilever Leadership Executive (ULE)’ on page 55;

•

‘Board of Directors’ on page 54; and

•

‘Boards’ on pages 41.

(II) ACTIVITIES OUTSIDE THE ISSUING COMPANY

The information set forth under the headings ‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 54 and 55 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

(III) AGE

(IV) FAMILY RELATIONSHIP

There are no family relationships between any of our Executive Directors, members of the ULE or Non-Executive Directors.

(V) OTHER ARRANGEMENTS

The information set forth under the heading ‘Independence and Conflicts’ (second paragraph) on page 43 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

None of our Non-Executive Directors, Executive Directors or other key management personnel are elected or appointed under any arrangement or understanding with any major shareholder, customer, supplier or otherwise.

B. COMPENSATION

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Implementation of the remuneration policy in 2015 for Executive Directors’ on pages 65 and 67;

•

‘Single figure of remuneration and implementation of the remuneration policy in 2014 for Executive Directors (Audited)’ on pages 67 to 70;

•

‘Balance sheet’ on page 33;

•

‘Single figure of remuneration in 2014 for Non-Executive Directors (Audited)’ on page 74;

•

‘Note 4A Staff and management costs – key management compensation‘ on page 93;

•

‘Note 4B Pensions and similar obligations’ on pages 93 to 98; and

•

‘Note 4C Share-based compensation plans’ on pages 98 and 99.


Unilever Annual Report on Form 20-F 2014			Form 20-F 11

ITEM 6. DIRECTORS, SENIOR MANAGEMENT

AND EMPLOYEES CONTINUED

C. BOARD PRACTICES

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Board of Directors’ and ‘Unilever Leadership Executive (ULE)’ on pages 54 and 55;

•

‘Appointment’ on page 42;

•

‘Appointment and re-appointment of Directors’ on pages 60 and 61;

•

‘Non-Executive Directors’ letters of appointment’ on page 75;

•

‘Boards’ on page 41;

•

‘Board Committees’ on page 41;

•

‘Report of the Audit Committee’ on pages 56 and 57; and

•

‘Directors’ Remuneration Report’ on pages 62 to 77.

SERVICE CONTRACTS

POLICY IN RELATION TO EXECUTIVE SERVICE CONTRACTS AND PAYMENTS IN THE EVENT OF LOSS OF OFFICE



PROVISION	CURRENT SERVICE CONTRACTS

NOTICE PERIOD	•	12 months’ notice from Unilever;
	•	6 months’ notice from the Executive Director.

	This is in line with both the practice of many comparable companies and the entitlement of other senior executives in Unilever.
	The intention is that the notice period for any new Executive Directors would reflect the above policy.

EXPIRY DATE	•	Starting dates of the service contracts:

		CEO: 1 October 2008 (signed on 7 October 2008);
		CFO: 1 February 2010 (signed on 19 March 2010).

	•	Both service contracts shall end upon termination.
	•	The service agreements are available to shareholders to view at the AGMs or on request from the Company Secretary.

TERMINATION PAYMENTS	•	A payment in lieu of notice can be made of no more than one year’s base salary, fixed allowance and other benefits unless the Boards, at the proposal of the Compensation Committee (the Committee), find this manifestly unreasonable given the circumstances or unless dictated by applicable law.
	•	If applicable, the Executive Director shall be credited with 12 months’ service for the purposes of any pension schemes based on length of service.

OTHER ELEMENTS	•	Executive Directors may, at the discretion of the Boards, remain eligible to receive an annual bonus for the financial year in which they cease employment. Such annual bonus will be determined by the Committee taking into account time in employment and performance.
	•	Treatment of share awards as set out below.
	•	All-employee share arrangements will be treated in accordance with HMRC approved terms.
	•	Other payments, such as legal or other professional fees, repatriation or relocation costs and/or outplacement fees,
		may be paid if it is considered appropriate.

LEAVER PROVISIONS IN PLAN RULES

An Executive Director will usually be treated as a good leaver if he or she leaves due to death, ill-health, injury or disability, retirement with Unilever’s agreement or redundancy. The Boards may decide to treat an Executive Director who leaves in other circumstances as a good leaver. An Executive Director will not be treated as a good leaver if he or she chooses to leave for another job elsewhere, if he or she is summarily dismissed or leaves because of concerns about performance. In deciding whether or not to treat an Executive Director as a good leaver, the Boards will have regard to his or her performance in the role.


12 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 6. DIRECTORS, SENIOR MANAGEMENT

AND EMPLOYEES CONTINUED

If Unilever is affected by a demerger, special distribution or other transaction which may affect the value of awards, the Committee may allow matching shares under the MCIP and performance shares under the GSIP to vest early over such number of shares as it shall determine (to the extent that any performance conditions have been met) and may be pro-rated to reflect the acceleration of vesting at the Committee’s discretion.

REMUNERATION COMMITTEE

The Remuneration Committee reviews the remuneration of the Executive and Non-Executive Directors and the tier of management directly below the Boards. It also has responsibility for the cash and executive and all employee share-based incentive plans and the leadership, development, remuneration policy and performance evaluation of the Unilever Leadership Executive and senior corporate executives.

D. EMPLOYEES

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 4A Staff and management costs – Average number of employees during the year’ on page 93.

The average number of employees during 2014 included 8,980 seasonal and 25,358 plantation workers. We believe our relationship with our employees and any labour unions of which they may be part is satisfactory in all material respects.

E. SHARE OWNERSHIP

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Single figure of remuneration and implementation of the remuneration policy in 2014 for Executive Directors (Audited)’ on page 67;

•

‘Elements of remuneration’ on pages 65 to 67;

•

‘Single figure of remuneration in 2014 for Non-Executive Directors (Audited)’ on page 74; and

•

‘Note 4C Share-based compensation plans’ on pages 98 and 99.

GLOBAL EMPLOYEE SHARE PLANS (SHARES)

In November 2014, Unilever’s new global employee plan ‘SHARES’ was launched in 17 countries. SHARES gives eligible Unilever employees below senior management level the opportunity to invest between EUR 25 and EUR 200 per month from their net salary in Unilever shares. For every three shares our employees buy (Investment Shares), Unilever will give them one free Match Share, which will vest if employees hold their Investment Shares for at least three years. The Matching Shares are not subject to any performance conditions. SHARES will be further rolled out globally in 2015. Executive Directors are not eligible to participate in SHARES. No SHARES awards have been made as of the date of this document.

NORTH AMERICAN SHARE PLANS

Unilever also maintains share plans for its North American employees that are governed by an umbrella plan referred to as the Unilever North America Omnibus Equity Compensation Plan. These plans are the North American equivalents of the GSIP, MCIP and SHARES plans. The rules governing these share plans are materially the same as the rules governing the GSIP, MCIP and SHARES plans, respectively. However, the plans contain non-competition and non-solicitation covenants and they are subject to US and Canadian employment and tax laws. The plans are administered by the North America Compensation Committee of Unilever United States Inc. and they are governed by New York law.

The foregoing description of the Unilever North America Omnibus Equity Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Unilever North America Omnibus Equity Compensation Plan, including all amendments thereto, filed as Exhibit 99.1 to the Form S-8 filed with the SEC on 6 December 2012, which is incorporated herein by reference.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Trust office’ on pages 43 and 44;

•

‘About Unilever’ on page 41; and

•

‘Our shareholders’ on pages 44 to 46.

The voting rights of the significant shareholders of NV and PLC are the same as for other holders of the class of share held by such significant shareholder.

The principal trading markets upon which Unilever shares are listed are Euronext Amsterdam for NV ordinary and preference shares and the depositary receipts of these NV ordinary and preference shares, and the London Stock Exchange for PLC ordinary shares. NV ordinary shares mainly trade in the form of depositary receipts for shares.

In the United States, NV New York Registry Shares and PLC American Depositary Receipts are traded on the New York Stock Exchange. Deutsche Bank Trust Company Americas (Deutsche Bank) acts for NV and PLC as issuer, transfer agent and, in respect of the PLC American Depositary Receipts, depositary.

There have not been any significant trading suspensions in the past three years.

At 25 February 2015 (the latest practicable date for inclusion in this report), there were 4,998 registered holders of NV New York Registry Shares and 1,007 registered holders of PLC American Depositary Receipts in the United States. We estimate that approximately 12% of NV’s ordinary shares were held in the United States (approximately 12% in 2013), while most holders of PLC ordinary shares are registered in the United Kingdom – approximately 98% in 2014 and in 2013.

NV and PLC are separate companies with separate stock exchange listings and different shareholders. Shareholders cannot convert or exchange the shares of one for shares of the other and the relative share prices on the various markets can, and do, fluctuate. Each NV ordinary share represents the same underlying economic interest in the Unilever Group as each PLC ordinary share (save for exchange rate fluctuations).

If you are a shareholder of NV, you have an interest in a Dutch legal entity, your dividends will be paid in euros (converted into US dollars if you have shares registered in the United States) and you may be subject to tax in the Netherlands. If you are a shareholder of PLC, your interest is in a UK legal entity, your dividends will be paid in sterling (converted into US dollars if you have American Depositary Receipts) and you may be subject to UK tax. Nevertheless, the Equalisation Agreement means that as a shareholder of either company you effectively have an interest in the whole of Unilever. On a going concern basis, you have largely equal rights over our combined net profit and capital reserves as shown in the consolidated accounts.


Unilever Annual Report on Form 20-F 2014			Form 20-F 13

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS CONTINUED

To our knowledge, the Unilever Group is not owned or controlled, directly or indirectly, by another corporation, any foreign government or by any other legal or natural person. We are not aware of any arrangements the operation of which may at any subsequent date result in a change of control of Unilever.

B. RELATED PARTY TRANSACTIONS

The information set forth under the heading ‘Note 23 Related party transactions’ on page 127 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

Transactions with related parties are conducted in accordance with agreed transfer pricing policies and include sales to joint ventures and associates. Other than those disclosed in the Group’s Annual Report and Accounts (and incorporated herein as above), there were no related party transactions that were material to the Group or to the related parties concerned that are required to be reported in 2014.

C. INTEREST OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

Please refer also to Item 18 ‘Financial statements’ on page 22 to 28 of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Financial statements’ on page 78 and pages 84 to 130;

•

‘Legal proceedings’ on page 125; and

•

‘Financial calendar’ on page 40

Also see ‘Dividend record’ on page 4 of this report.

B. SIGNIFICANT CHANGES

The information set forth in ‘Note 26 Events after the balance sheet date’ on page 128 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

ITEM 9. THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Please refer to information given on page 13 under Item 7A ‘Major shareholders’.

SHARE PRICES AT 31 DECEMBER 2014

The share prices of the ordinary shares at the end of the year were as follows:


NV per € 0.16 ordinary share in Amsterdam			€ 32.64
NV per € 0.16 ordinary share in New York			US $39.04
PLC per 3 ¹ /9p ordinary share in London			£26.28
PLC per 3 ¹ /9p ordinary share in New York			US $40.48

MONTHLY HIGH AND LOW PRICES FOR THE MOST RECENT SIX MONTHS

September

2014

October

2014

November

2014

December

2014

January

2015

February

2015

^(a)

NV per € 0.16 ordinary share in Amsterdam (in € )

High

32.54

31.15

32.76

33.49

38.68

38.50

Low

30.89

28.96

30.55

30.95

31.55

36.42

NV per € 0.16 ordinary share in New York (in US $)

High

42.20

39.31

40.64

41.02

43.88

43.47

Low

39.34

37.14

38.25

38.48

37.64

41.79

PLC per 3 ¹ /9p ordinary share in London (in £)

High

27.29

25.48

27.06

27.29

29.52

29.14

Low

25.52

24.06

24.75

25.42

25.73

27.49

PLC per 3 ¹ /9p ordinary share in New York (in US $)

High

44.61

41.29

42.14

42.42

44.67

44.14

Low

41.71

38.97

39.95

39.63

39.03

42.67

^(a) Through 25 February 2015.


14 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 9. THE OFFER AND LISTING CONTINUED

QUARTERLY HIGH AND LOW PRICES FOR 2014 AND 2013


				1st Quarter 2014		2nd Quarter 2014		3rd Quarter 2014		4th Quarter 2014
NV per € 0.16 ordinary share in Amsterdam (in € )			High		29.96		32.59		32.54		33.49
			Low		27.16		29.70		30.05		28.96
NV per € 0.16 ordinary share in New York (in US $)			High		41.12		44.31		44.08		41.02
			Low		36.72		40.57		39.34		37.14
PLC per 3 ¹ /9p ordinary share in London (in £)			High		25.61		27.26		27.29		27.29
			Low		23.06		25.37		25.42		24.06
PLC per 3 ¹ /9p ordinary share in New York (in US $)			High		42.78		45.85		45.85		42.42
			Low		37.85		42.00		41.71		38.97

				1st Quarter 2013		2nd Quarter 2013		3rd Quarter 2013		4th Quarter 2013
NV per € 0.16 ordinary share in Amsterdam (in € )			High		31.96		32.89		31.84		29.39
			Low		28.58		28.82		28.25		27.50
NV per € 0.16 ordinary share in New York (in US $)			High		41.19		42.78		41.58		40.28
			Low		37.95		37.94		37.28		37.27
PLC per 3 ¹ /9p ordinary share in London (in £)			High		27.84		28.85		28.20		25.48
			Low		23.78		25.16		24.30		23.19
PLC per 3 ¹ /9p ordinary share in New York (in US $)			High		42.24		43.54		42.67		41.20
			Low		38.38		39.00		38.06		37.67
ANNUAL HIGH AND LOW PRICES
		2014		2013		2012		2011		2010
NV per € 0.16 ordinary share in Amsterdam (in € )	High		33.49		32.89		29.50		26.58		24.11
	Low		27.16		27.50		24.56		21.00		20.68
NV per € 0.16 ordinary share in New York (in US $)	High		44.31		42.78		38.75		35.06		33.10
	Low		36.72		37.27		30.79		29.07		26.02
PLC per 3 ¹ /9p ordinary share in London (in £)	High		27.29		28.85		24.29		21.73		20.09
	Low		23.06		23.19		19.94		17.93		16.62
PLC per 3 ¹ /9p ordinary share in New York (in US $)	High		45.85		43.54		39.37		34.30		32.41
	Low		37.85		37.67		31.04		28.65		25.74

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

This information is set forth under the heading ‘The Unilever Group’ on page 1 of this report.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. ARTICLES OF ASSOCIATION

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘About Unilever’ on page 41;

•

‘Corporate governance’ on pages 41 to 48;

•

‘Appointment and re-appointment of Directors’ on pages 60 and 61;

•

‘Note 15A Share capital’ on page 110;

•

‘Minimum shareholding requirement and Executive Director share interests (Unaudited)’ on page 71.


Unilever Annual Report on Form 20-F 2014			Form 20-F 15

ITEM 10. ADDITIONAL INFORMATION

CONTINUED

DIRECTORS’ BORROWING POWERS

The borrowing powers of NV Directors on behalf of NV are not limited by NV’s Articles of Association. PLC Directors have the power to borrow on behalf of PLC up to three times the PLC proportion of the adjusted capital and reserves of the Unilever Group, as defined in PLC’s Articles of Association, without the approval of shareholders (by way of an ordinary resolution).

ALLOCATION OF PROFITS

Under NV’s Articles of Association, available profits are distributed first to 7% and 6% cumulative preference shareholders by a dividend of 7% and 6%, respectively, calculated on the basis of the original nominal value of one thousand Dutch guilders converted to euros at the official conversion rate. The remaining profits are distributed to ordinary shareholders in proportion to the nominal value of their holdings.

Distributable profits of PLC are paid first at the rate of 5% per year on the paid-up nominal capital of 3 ¹ / ₉ p of the ordinary shares, in a further such dividend and then at the rate of 6% per year on the paid-up nominal capital of the deferred stock of £100,000. The surplus is paid by way of a dividend on the ordinary shares.

LAPSE OF DISTRIBUTIONS

The right to cash and the proceeds of share distributions by NV lapses five and 20 years, respectively, after the first day the distribution was obtainable. Unclaimed amounts revert to NV. Any PLC dividend unclaimed after 12 years from the date of the declaration of the dividend reverts to PLC.

REDEMPTION PROVISIONS AND CAPITAL CALL

Under Dutch law, NV may only redeem treasury shares (including shares underlying depositary receipts) or shares whose terms permit redemption. Outstanding PLC ordinary shares and deferred shares cannot be redeemed. NV and PLC may make capital calls on money unpaid on shares and not payable on a fixed date. NV and PLC only issue fully paid shares.

MODIFICATION OF RIGHTS

Modifications to NV’s or PLC’s Articles of Association must be approved by a general meeting of shareholders. Any modification that prejudices the rights of 7% or 6% cumulative preference shareholders of NV must be approved by three quarters of votes cast (excluding treasury shares) at a meeting of affected holders. Modifications that prejudicially affect the rights and privileges of a class of PLC shareholders require the written consent of three quarters of the affected holders (excluding treasury shares) or a special resolution passed at a general meeting of the class at which at least two persons holding or representing at least one third of the paid-up capital (excluding treasury shares) must be present. Every shareholder is entitled to one vote per share held on a poll and may demand a poll vote. At any adjourned general meeting, present affected class holders may establish a quorum.

SINKING FUND AND CHANGE IN CONTROL

Not applicable.

Please also refer to ‘The Unilever Group’ on page 1 of this report.

C. MATERIAL CONTRACTS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 21 Acquisition and disposals’ on pages 125 and 126; and

•

‘About Unilever’ on page 41.

The descriptions of the foundation agreements set forth in the Group’s Annual Report and Accounts 2014 do not purport to be complete and are qualified in their entirety by reference to the Equalisation Agreement between Unilever N.V. and Unilever PLC, the Deed of Mutual Covenants and the Agreement for Mutual

Guarantees of Borrowing, including all amendments thereto, filed as Exhibits 4.1(a), 4.1(b) and 4(c), respectively, to this report, which are incorporated herein by reference.

D. EXCHANGE CONTROLS

Under the Dutch External Financial Relations Act of 25 March 1994, the Minister of Finance is authorised to issue regulations relating to financial transactions concerning the movement of capital to or from other countries with respect to direct investments, establishment, the performing of financial services, the admission of negotiable instruments or goods with respect to which regulations have been issued under the Import and Export Act in the interest of the international legal system or an arrangement relevant thereto. These regulations may contain a prohibition to perform any of the actions indicated in those regulations without a licence. To date, no regulations of this type, have been issued which are applicable to NV.

Other than certain economic sanctions which may be in place from time to time, there are currently no UK laws, decrees or regulations restricting the import or export of capital or affecting the remittance of dividends or other payments to holders of the company’s shares who are non-residents of the UK. Similarly, other than certain economic sanctions which may be in force from time to time, there are no limitations relating only to non-residents of the UK under English law or the company’s Articles of Association on the right to be a holder of, and to vote in respect of, the company’s shares.

E. TAXATION

TAXATION FOR US PERSONS HOLDING SHARES IN NV

The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares. A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to United States Federal Income Tax on its worldwide income.

TAXATION ON DIVIDENDS IN THE NETHERLANDS

As of 1 January 2007, dividends paid by companies in the Netherlands are in principle subject to dividend withholding tax of 15%. Where a shareholder is entitled to the benefits of the current Income Tax Convention (the Convention) concluded on 18 December 1992 between the United States and the Netherlands, when dividends are paid by NV to:

•

a corporation organised under the laws of the United States (or any territory of it) having no permanent establishment in the Netherlands of which such shares form a part of the business property; or

•

any other legal person subject to United States Federal Income Tax with respect to its worldwide income, having no permanent establishment in the Netherlands of which such shares form a part of the business property, these dividends qualify for a reduction of withholding tax on dividends in the Netherlands from 15% to 5%, if the beneficial owner is a company which directly holds at least 10% of the voting power of NV shares.

Where a United States person has a permanent establishment in the Netherlands, which has shares in NV forming part of its business property, dividends it receives on those shares are included in that establishment’s profit. They are subject to income tax or corporation tax in the Netherlands, as appropriate, and tax on dividends in the Netherlands will generally be applied at the full rate of 15% with, as appropriate, the possibility to claim a credit for that tax on dividends in the Netherlands against the income tax or corporation tax in the Netherlands. The net tax suffered may be treated as foreign income tax eligible for credit against shareholders’ United States income taxes.

The Convention provides, subject to certain conditions, for a complete exemption from, or refund of, Dutch dividend withholding tax if the beneficial owner is a qualified ‘Exempt Pension Trust’ as defined in Article 35 of the Convention or a qualified ‘Exempt Organisation’ as defined in Article 36 of the Convention. It is noted


16 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 10. ADDITIONAL INFORMATION

CONTINUED

that, subject to certain conditions, foreign (non-Dutch) tax exempt entities may also be entitled to a full refund of any Dutch dividend withholding tax suffered based on specific provisions in the Dividend Tax Act in the Netherlands. This tax refund opportunity under Dutch domestic tax law already applied to European Union and European Economic Area entities as of 1 January 2007 and has been extended as of 1 January 2012 to all foreign tax exempt entities including, if appropriate, United States tax exempt entities.

Under the Convention, qualifying United States organisations that are generally exempt from United States taxes and that are constituted and operated exclusively to administer or provide pension, retirement or other employee benefits may be exempt at source from withholding tax on dividends received from a Dutch corporation. A Competent Authority Agreement between the US and Dutch tax authorities on 6 August 2007, published in the US as Announcement 2007-75, 2007-2 Cumulative Bulletin 540, as amended by a Competent Authority Agreement published in the United States as Announcement 2010-26, 2010-1 Cumulative Bulletin 604, describes the eligibility of these US organisations for benefits under the Convention and procedures for claiming these benefits.

Under the Convention, a United States trust, company or organisation that is operated exclusively for religious, charitable, scientific, educational or public purposes is subject to an initial 15% withholding tax rate. Such an exempt organisation may be entitled to reclaim from tax authorities in the Netherlands a refund of the Dutch dividend tax, if and to the extent that it is exempt from United States Federal Income Tax and it would be exempt from tax in the Netherlands if it were organised and carried on all its activities there.

If you are an NV shareholder resident in any country other than the United States or the Netherlands, any exemption from, or reduction or refund of, dividend withholding tax in the Netherlands may be governed by specific provisions in Dutch tax law, the ‘Tax Regulation for the Kingdom of the Netherlands’, or by the tax convention or any other agreement for the avoidance of double taxation, if any, between the Netherlands and your country of residence.

UNITED STATES TAXATION ON DIVIDENDS

If you are a United States person, the dividend (including the withheld amount) up to the amount of NV earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that NV is a qualified foreign corporation and that certain other conditions are satisfied. NV is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding certain thresholds. The dividends are not eligible for the dividends received deduction allowed to corporations.

For US foreign tax credit purposes, the dividend is foreign source income, and withholding tax in the Netherlands is a foreign income tax that is eligible for credit against the shareholder’s United States income taxes. However, the rules governing the US foreign tax credit are complex, and additional limitations on the credit apply to individuals receiving dividends eligible for the maximum tax rate on dividends described above.

Any portion of the dividend that exceeds NV’s United States earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in NV’s shares, and thereafter is treated as a gain on a disposition of the shares.

Under a provision of the Dividend Tax Act in the Netherlands and provided certain conditions are satisfied, NV is entitled to a credit (up to a maximum of 3% of the gross dividend from which dividend tax is withheld) against the amount of dividend tax withheld before remittance to tax authorities in the Netherlands. The United States tax authority may take the position that withholding tax in the Netherlands eligible for credit should be limited accordingly.

DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS

US individuals that hold certain specified foreign financial assets, including stock in a foreign corporation, with values in excess of certain thresholds are required to file Form 8938 with their United States Federal Income Tax return. Such Form requires disclosure of information concerning such foreign assets, including the value of the assets. Failure to file the form when required is subject to penalties. An exemption from reporting applies to foreign assets held through a US financial institution, generally including a non-US branch or subsidiary of a US institution and a US branch of a non-US institution. Investors are encouraged to consult with their own tax advisors regarding the possible application of this disclosure requirement to their investment in the shares.

TAXATION ON CAPITAL GAINS IN THE NETHERLANDS

Under the Convention, if you are a United States person and you have capital gains on the sale of shares of a Dutch company, these are generally not subject to taxation by the Netherlands. An exception to this rule generally applies if you have a permanent establishment in the Netherlands and the capital gain is derived from the sale of shares which form part of that permanent establishment’s business property.

SUCCESSION DUTY AND GIFT TAXES IN THE NETHERLANDS

Under the Estate and Inheritance Tax Convention between the United States and the Netherlands of 15 July 1969, individual US persons who are not Dutch citizens who have shares will generally not be subject to succession duty in the Netherlands on the individual’s death, unless the shares are part of the business property of a permanent establishment situated in the Netherlands.

A gift of shares of a Dutch company by a person who is not a resident or a deemed resident of the Netherlands is generally not subject to gift tax in the Netherlands. A non-resident Netherlands citizen, however, is still treated as a resident of the Netherlands for gift tax purposes for ten years and any other non-resident person for one year after leaving the Netherlands.

TAXATION FOR US PERSONS HOLDING SHARES OR ADSS IN PLC

The following notes are provided for guidance. US persons should consult their local tax advisers, particularly in connection with potential liability to pay US taxes on disposal, lifetime gift or bequest of their shares or American Depositary Shares (ADSs). A US person is a US individual citizen or resident, a corporation organised under the laws of the United States, or any other legal person subject to United States Federal Income Tax on its worldwide income.

UNITED KINGDOM TAXATION ON DIVIDENDS

Under United Kingdom law, income tax is not withheld from dividends paid by United Kingdom companies. Shareholders, whether resident in the United Kingdom or not, receive the full amount of the dividend actually declared.

UNITED STATES TAXATION ON DIVIDENDS

If you are a US person, the dividend up to the amount of PLC’s earnings and profits for United States Federal Income Tax purposes will be ordinary dividend income. Dividends received by an individual will be taxed at a maximum rate of 15% or 20%, depending on the income level of the individual, provided the individual has held the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, that PLC is a qualified foreign corporation and certain other conditions are satisfied. PLC is a qualified foreign corporation for this purpose. In addition, an additional tax of 3.8% will apply to dividends and other investment income received by individuals with incomes exceeding


Unilever Annual Report on Form 20-F 2014			Form 20-F 17

ITEM 10. ADDITIONAL INFORMATION

CONTINUED

certain thresholds. The dividend is not eligible for the dividends received deduction allowable to corporations. The dividend is foreign source income for US foreign tax credit purposes. Any portion of the dividend that exceeds PLC’s United States earnings and profits is subject to different rules. This portion is a tax-free return of capital to the extent of your basis in PLC’s shares or ADSs, and thereafter is treated as a gain on a disposition of the shares or ADSs.

DISCLOSURE REQUIREMENTS FOR US INDIVIDUAL HOLDERS

UK TAXATION ON CAPITAL GAINS

Under United Kingdom law, when you sell shares you may be liable to pay capital gains tax. However, if you are either:

•

an individual who is not resident in the United Kingdom; or

•

a company which is not resident in the United Kingdom

you will generally not be liable to United Kingdom tax on any capital gains made on disposal of your shares.

Two exceptions are: if the shares are held in connection with a trade or business which is conducted in the United Kingdom through a branch, agency or permanent establishment; and if the shares are held by an individual who becomes resident in the UK having left the UK for a period of non-residence of less than five years and who was resident for at least four of the seven tax years prior to leaving the UK.

UK INHERITANCE TAX

Under the current estate and gift tax convention between the United States and the United Kingdom, ordinary shares held by an individual shareholder who is:

•

domiciled for the purposes of the convention in the United States; and

•

is not for the purposes of the convention a national of the United Kingdom

will generally not be subject to United Kingdom inheritance tax:

•

on the individual’s death; or

•

on a gift of the shares during the individual’s lifetime.

An exception is if the shares are part of the business property of a permanent establishment of the individual in the United Kingdom or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the United Kingdom.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENT BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

The information set forth under the headings ‘Contact details’ and ‘Publications’ on page 40 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

UNILEVER ANNUAL REPORT ON FORM 20-F 2014

Filed with the SEC on the SEC’s website. Printed copies are available, free of charge, upon request to Unilever PLC, Investor Relations department, 100 Victoria Embankment, London, EC4Y 0DY, United Kingdom.

DOCUMENTS ON DISPLAY IN THE UNITED STATES

Unilever files and furnishes reports and information with the United States SEC. Such reports and information can be inspected and copied at the SEC’s public reference facilities in Washington DC, Chicago and New York. Certain of our reports and other information that we file or furnish to the SEC are also available to the public over the internet on the SEC’s website.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please refer also to Item 3D ‘Risk Factors’ of this report.

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Note 4B Pensions and similar obligations’ on pages 93 to 98;

•

‘Note 13 Trade and other current receivables’ on pages 107 and 108;

•

‘Note 14 Trade payables and other liabilities’ on page 108;

•

‘Note 15 Capital and funding’ on pages 109 and 110;

•

‘Note 16 Treasury risk management’ on pages 114 to 119;

•

‘Note 17 Investment and return’ on pages 119 and 120; and

•

‘Note 18 Financial instruments fair value risk’ on pages 121 to 123.

Please also refer to ‘Outlook’ within Item 5D of this report.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Deutsche Bank serves as both the transfer agent and registrar pursuant to the NV New York Registered Share Program and the depositary (Depositary) for PLC’s American Depositary Receipt Program, having replaced Citibank, N.A. (Citibank) on 1 July 2014.

A. DESCRIPTION OF DEBT SECURITIES

Not applicable.

B. DESCRIPTION OF WARRANTS AND RIGHTS

Not applicable.

C. DESCRIPTION OF OTHER SECURITIES

Not applicable.

D.1 NAME OF DEPOSITARY AND ADDRESS OF PRINCIPAL EXECUTIVE

Not applicable.

D.2 TITLE OF ADRS AND BRIEF DESCRIPTION OF PROVISIONS

Not applicable.

D.3 TRANSFER AGENT FEES AND CHARGES FOR NV

Although Items 12.D.3 and 12.D.4 are not applicable to Unilever N.V. the following fees, charges and transfer agent payments are listed, as any fee arrangement with Deutsche Bank will cover both programs.


18 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 12. DESCRIPTION OF SECURITIES

OTHER THAN EQUITY SECURITIES CONTINUED

Under the terms of the Transfer Agent Agreement for the Unilever N.V. New York Registered Share program, a New York Share (NYS) holder may have to pay the following service fees to the transfer agent:

•

Issuance of NYSs: up to US 5¢ per NYS issued.

•

Cancellation of NYSs: up to US 5¢ per NYS cancelled.

An NYS holder will also be responsible to pay certain fees and expenses incurred by the transfer agent and certain taxes and governmental charges such as:

•

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the Netherlands (ie upon deposit and withdrawal of shares);

•

expenses incurred for converting foreign currency into US dollars;

•

expenses for cable, telex and fax transmissions and for delivery of securities;

•

taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit); and

•

fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Transfer agent fees payable upon the issuance and cancellation of NYSs are typically paid to the transfer agent by the brokers (on behalf of their clients) receiving the newly-issued NYSs from the transfer agent and by the brokers (on behalf of their clients) delivering the NYSs to the transfer agent for cancellation. The brokers in turn charge these transaction fees to their clients.

Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the transfer agent. Notice of any changes will be given to investors.

D.3 DEPOSITARY FEES AND CHARGES FOR PLC

Under the terms of the Deposit Agreement for the Unilever PLC American Depositary Shares (ADSs), an ADS holder may have to pay the following service fees to the depositary bank:

•

Issuance of ADSs: up to US 5¢ per ADS issued.

•

Cancellation of ADSs: up to US 5¢ per ADS cancelled.

•

Processing of dividend and other cash distributions not made pursuant to a cancellation or withdrawal: up to US 5¢ per ADS held.

An ADS holder will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges such as:

•

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in the United Kingdom (ie, upon deposit and withdrawal of shares);

•

expenses incurred for converting foreign currency into US dollars;

•

expenses for cable, telex and fax transmissions and for delivery of securities;

•

taxes and duties upon the transfer of securities (ie when shares are deposited or withdrawn from deposit);

•

fees and expenses incurred in connection with the delivery or servicing of shares on deposit; and

•

fees incurred in connection with the distribution of dividends.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly-issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these transaction fees to their clients.

Note that the fees and charges an investor may be required to pay may vary over time and may be changed by us and by the depositary bank. Notice of any changes will be given to investors.

D.4 TRANSFER AGENT PAYMENTS – FISCAL YEAR 2014 FOR NV

In relation to 2014, NV will receive $612,500.00 from Deutsche Bank, the transfer agent and registrar for our New York Registered Share program since 1 July 2014, including the reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), tax reclaim services and program-related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002). Deutsche Bank also agreed to reimburse NV for up to $12,500 in legal fees associated with the cost of transition of the New York Registered Share Program.

In 2014, NV received $706,638.58 from Citibank, the transfer agent and registrar for our New York Registered Share Program. In 2014, Citibank further agreed to waive other program related expenses amounting to $75,000 associated with the administration of the program.

D.4 DEPOSITARY PAYMENTS – FISCAL YEAR 2014 FOR PLC

In relation to 2014, PLC will receive $2,025,113.37 from Deutsche Bank, the depositary bank for our American Depositary Receipt Program since 1 July 2014, including processing of cash distributions, reimbursement of listing fees (NYSE), reimbursement of settlement infrastructure fees (including DTC feeds), reimbursement of proxy process expenses (printing, postage and distribution), dividend fees and program related expenses (that include expenses incurred from the requirements of the Sarbanes-Oxley Act of 2002). Deutsche Bank also agreed to reimburse PLC for up to $12,500 in legal fees associated with the cost of transition of the American Depositary Receipt Program.

In 2014, PLC received $661,132.66 from Citibank, the depositary bank for our American Depositary Receipt Program. In 2014, Citibank further agreed to waive other ADS program related expenses amounting to $75,000 associated with the administration of the program.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

A. DEFAULTS

There has been no material default in the payment of principal, interest, a sinking or purchase fund instalment or any other material default relating to indebtedness of the Group.

B. DIVIDEND ARREARAGES AND DELINQUENCIES

There have been no arrears in payment of dividends on, and material delinquency with respect to, any class of preferred stock of any significant subsidiary of the Group.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Please refer to Item 12 on pages 18 and 19 of this report.


Unilever Annual Report on Form 20-F 2014			Form 20-F 19

ITEM 15. CONTROLS AND PROCEDURES

The information set forth under the headings ‘Report of independent registered public accounting firm’ in Item 18 on page 22 of this report, and ‘Our risk appetite and approach to risk management’ on page 49, ‘The United States’ on page 48 and ‘Risk management and internal control arrangements’ on page 57 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

In accordance with the requirements of Section 404 of the US Sarbanes-Oxley Act of 2002, the following report is provided by management in respect of the Group’s internal control over financial reporting (as defined in rule 13a–15(f) or rule 15d–15(f) under the US Securities Exchange Act of 1934):

•

Unilever’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group;

•

Unilever’s management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework (2013) to evaluate the effectiveness of our internal control over financial reporting. Management believes that the COSO framework (2013) is a suitable framework for its evaluation of our internal control over financial reporting because it is free from bias, permits reasonably consistent qualitative and quantitative measurements of internal controls, is sufficiently complete so that those relevant factors that would alter a conclusion about the effectiveness of internal controls are not omitted and is relevant to an evaluation of internal control over financial reporting;

•

Management has assessed the effectiveness of internal control over financial reporting as of 31 December 2014, and has concluded that such internal control over financial reporting is effective; and

•

KPMG LLP and KPMG Accountants N.V., who have audited the consolidated financial statements of the Group for the year ended 31 December 2014, have also audited the effectiveness of internal control over financial reporting as at 31 December 2014 and have issued an attestation report on internal control over financial reporting. For the Auditors’ report please refer to Item 18 on page 22 of this report.

ITEM 16. RESERVED

Not applicable.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

The information set forth under the heading ‘Report of the Audit Committee’ on pages 56 and 57 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

ITEM 16B. CODE OF ETHICS

The information set forth under the following headings of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference:

•

‘Foundation and principles’ on page 49; and

•

‘The United States’ on page 48.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under the heading ‘Report of the Audit Committee’ on pages 56 to 57 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

Following a competitive tender process KPMG LLP and KPMG Accountants N.V. (together referred to as ‘KPMG’) were appointed as the Group’s auditors for the year ended 31 December 2014 at the Annual General Meeting on 14 May 2014. PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together referred to as ‘PricewaterhouseCoopers’) served as Group auditor for the years ended 31 December 2013 and 2012. Remuneration of the Group’s auditor in respect of 2014 was payable to KPMG while in respect of 2013 and 2012 it was payable to PricewaterhouseCoopers.

€ million
2014

€ million
2013

€ million
2012

Audit fees ^(a)

Audit-related fees ^(b)

–

^(c)

Tax fees

–

^(c)

All other fees

–

^(c)

–

^(a)	Excludes € nil million fees paid in respect of services supplied for associated pension schemes. (2013: € 1 million; 2012: € 1 million).

^(b)	Includes other audit services which comprise audit and similar work that regulations or agreements with third parties require the auditors to undertake.

^(c)	Amounts paid in relation to each type of service are less than € 1 million individually and in aggregate.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.


20 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

SHARE PURCHASES DURING 2014

The information set forth under the heading ‘Our shares’ on pages 43 and 44 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

Total number of
shares purchased

Average price
paid per share ( € )

Of which, number of
shares purchased
as part of publicly
announced plans

€ million
Maximum value that
may yet be purchased
as part of publicly
announced plans

January

–

February ^(a)

426,958

29.12

–

March ^(a)

742,035

28.25

–

April

–

May ^(a)

2,235,000

32.11

–

June ^(a)

4,922,332

32.95

–

July ^(a)

2,821,233

32.18

–

August ^(a)

1,105,067

30.67

–

September ^(a)

1,111,101

32.92

–

October

–

November

–

December

–

Total

13,363,726

32.07

–

^(a)	Shares were purchased to satisfy commitments to deliver shares under our share-based plans as described in note 4C ‘Share-based compensation plans’ on pages 98 and 99 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K and incorporated by reference.

Between 31 December 2014 and 25 February 2015 (the latest practicable date for inclusion in this report) Unilever N.V. purchased 24,212 NV Shares with an average price of euro 37.54 per share to facilitate grants in connection with its employee compensation programs.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

In 2013 we conducted a tender process for the Unilever Group’s statutory audit contract. The change in auditors was made in order to remain at the forefront of good governance and in recognition of regulatory changes in Europe and elsewhere. Accordingly, the engagement of PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V. (together, ‘PricewaterhouseCoopers’), was not renewed in 2014. As a result of the audit tender process we announced on 2 December 2013 that following, completion of the audit of the Unilever Group financial statements for the year ended 31 December 2013 and the audit of the effectiveness of internal control over financial reporting as of 31 December 2013, KPMG LLP and KPMG Accountants N.V. (together, ‘KPMG’) would become Unilever’s statutory auditor, following approval by shareholders at the 2014 Annual General Meeting of Unilever PLC and Unilever N.V. The approval for this was delegated by the Board to a Board Committee comprising the Chairman, the Chief Financial Officer, the Chairman of the Audit Committee and the Vice-Chairman/Senior Independent Director.

During the two years prior to 31 December 2014, (i) PricewaterhouseCoopers has not issued any reports on the financial statements of the Unilever Group or on the effectiveness of internal control over financial reporting that contained an adverse opinion or a disclaimer of opinion, nor were the auditors’ reports of PricewaterhouseCoopers qualified or modified as to uncertainty, audit scope, or accounting principles, (ii) there has not been any disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to PricewaterhouseCoopers’ satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with its auditors’ reports, or any ‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.

Further in the two years prior to 31 December 2014 we have not consulted with KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Unilever Group; or (ii) any matter that was the subject of a disagreement as that term is used in Item 16F(a)(1)(iv) of Form 20-F or a ‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.

ITEM 16G. CORPORATE GOVERNANCE

The information set forth under the heading ‘Corporate governance’ on pages 41 to 48 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

ITEM 16H. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 17. FINANCIAL STATEMENTS

Unilever has responded to Item 18 in lieu of this item.


Unilever Annual Report on Form 20-F 2014			Form 20-F 21

ITEM 18. FINANCIAL STATEMENTS

The information set forth under the heading ‘Financial statements’ on page 78 and pages 84 to 130 of the Group’s Annual Report and Accounts 2014 furnished separately on 6 March 2015 under Form 6-K is incorporated by reference.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The Board of Directors and Shareholders

We have audited the accompanying consolidated balance sheet of Unilever Group as of 31 December 2014 and the related consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated cash flow statement for the year ended 31 December 2014 on pages 84 to 130 of Unilever Group’s Annual Report and Accounts (excluding note 25 on page 128) and the Guarantor financial information included in Item 18 of this Form 20-F (hereafter referred to as Consolidated Financial Statements). We also have audited Unilever Group’s internal control over financial reporting as of 31 December 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Unilever Group’s management is responsible for these Consolidated Financial Statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in Item 15 of this Form 20-F. Our responsibility is to express an opinion on these Consolidated Financial Statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the Consolidated Financial Statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the Consolidated Financial Statements included examining, on a test basis, evidence supporting the amounts and disclosures in the Consolidated Financial Statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and Directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the Consolidated Financial Statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of Unilever Group as of 31 December 2014, and the results of its operations and its cash flows for the year ended 31 December 2014, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. Also in our opinion, Unilever Group maintained, in all material respects, effective internal control over financial reporting as of 31 December 2014, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).


KPMG LLP		KPMG Accountants N.V.
London, United Kingdom		Amsterdam, Netherlands

3 March 2015


22 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 18. FINANCIAL STATEMENTS CONTINUED

To the Directors and shareholders

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

In our opinion, the consolidated income statements and the related consolidated balance sheets, consolidated cash flow statements, consolidated statements of comprehensive income and consolidated statements of changes in equity set forth under the heading ‘Financial Statements’ on pages 84 to 130 (excluding Note 25 on page 128) of Unilever Group’s Annual Report and Accounts 2014 and the Guarantor financial information included in Item 18 of this Form 20-F present fairly, in all material respects, the financial position of Unilever Group at 31 December 2013, and the results of its operations and its cash flows for each of the two years in the period ended 31 December 2013, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP		Amsterdam, The Netherlands, 4 March 2014
London, United Kingdom		PricewaterhouseCoopers Accountants N.V.
As auditors of Unilever PLC		As auditors of Unilever N.V.
		Original has been signed by P J van Mierlo RA
4 March 2014


Unilever Annual Report on Form 20-F 2014			Form 20-F 23

ITEM 18. FINANCIAL STATEMENTS CONTINUED

GUARANTOR STATEMENTS (AUDITED)

On 30 September 2014, NV and Unilever Capital Corporation (UCC) filed a US Shelf registration, which is unconditionally and fully guaranteed, jointly and severally, by NV, PLC and Unilever United States, Inc. (UNUS) and that superseded the NV and UCC US Shelf registration filed on 1 November 2011, which was unconditionally and fully guaranteed, jointly and severally, by NV, PLC and UNUS. UCC and UNUS are each indirectly 100% owned by the Unilever parent entities (as defined below). Of the US Shelf registration, US $5.0 billion of Notes were outstanding at 31 December 2014 (2013: US $5.8 billion; 2012: US $5.0 billion) with coupons ranging from 0.45% to 5.9%. These Notes are repayable between 30 July 2015 and 15 November 2032.

Provided below are the income statements, cash flow statements and balance sheets of each of the companies discussed above, together with the income statement, cash flow statement and balance sheet of non-guarantor subsidiaries. These have been prepared under the historical cost convention and, aside from the basis of accounting for investments at net asset value (equity accounting), comply in all material respects with International Financial Reporting Standards. The financial information in respect of NV, PLC and UNUS has been prepared with all subsidiaries accounted for on an equity basis. Information on NV and PLC is shown collectively as Unilever parent entities. The financial information in respect of the non-guarantor subsidiaries has been prepared on a consolidated basis.

We have revised the presentation of certain items within the income statement, balance sheet and cash flow statement with a view to making the information provided easier to understand and more accessible to the users of the guarantor statements. The revisions primarily consist of:

•

Combining lines where only immaterial balances exist in Unilever Capital Corporation, Unilever United States Inc. and Unilever parent entities.

•

Combining lines where they are not captions within the financial statements of the Unilever Group.

•

Condensing the shareholders’ equity (balance sheet) and operating, investing and financing cash flows (cash flow statement).

•

Removing equity earnings of subsidiaries attributable to non-controlling interest from Unilever parent entities in the income statement.

•

Including equity earnings of subsidiaries within total comprehensive income.

•

Revising the presentation of elimination entries for intercompany assets, liabilities and net assets of subsidiaries (equity method) on the balance sheet.

Where appropriate, such as if material events or transactions occur in the period, we will provide additional detail in footnotes to the guarantor statements. We have reflected these revisions retrospectively they are not individually or collectively material to the financial statements taken as a whole.

€ million

Income statement

for the year ended 31 December 2014

Unilever
Capital
Corporation
subsidiary
issuer

Unilever

parent
entities

^(a)

Unilever
United
States Inc.
subsidiary
guarantor

Non-
guarantor
subsidiaries

Eliminations

Unilever
Group

Turnover

–

48,436

–

48,436

Operating profit

–

363

)

7,623

–

7,980

Net finance costs

–

(97

)

(258

)

(28

)

–

(383

)

Pensions and similar obligations

–

)

(26

)

(64

)

–

(94

)

Other income

–

143

–

143

Profit before taxation

–

262

(290

)

7,674

–

7,646

Taxation

–

(93

)

(562

)

(1,476

)

–

(2,131

)

Net profit before subsidiaries

–

169

(852

)

6,198

–

5,515

Equity earnings of subsidiaries

–

5,002

1,713

(5,269

)

(1,446

)

–

Net profit

–

5,171

861

929

(1,446

)

5,515

Attributable to:

Non-controlling interests

–

344

–

344

Shareholders’ equity

–

5,171

861

585

(1,446

)

5,171

Total comprehensive income

)

5,165

754

(317

)

(1,446

)

4,155

^(a)

The term ‘Unilever parent entities’ includes Unilever N.V. and Unilever PLC. Though Unilever N.V. and Unilever PLC are separate legal entities, with different shareholder constituencies and separate stock exchange listings, they operate as nearly as practicable as a single economic entity. Debt securities issued by entities in the Unilever Group are fully and unconditionally guaranteed by both Unilever N.V. and Unilever PLC.


24 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 18. FINANCIAL STATEMENTS CONTINUED


	€ million		€ million		€ million		€ million		€ million		€ million
Income statement for the year ended 31 December 2013	Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)	Unilever United States Inc. subsidiary guarantor		Non- guarantor subsidiaries		Eliminations		Unilever Group
Turnover	–		–		–		49,797		–		49,797

Operating profit	–		296		4		7,217		–		7,517
Net finance costs	–		(79	)	(190	)	(128	)	–		(397	)
Pensions and similar obligations	–		(4	)	(29	)	(100	)	–		(133	)
Other income	–		–		–		127		–		127

Profit before tax and subsidiaries	–		213		(215	)	7,116		–		7,114
Taxation	–		(13	)	(419	)	(1,419	)	–		(1,851	)

Net profit before subsidiaries	–		200		(634	)	5,697		–		5,263
Equity earnings of subsidiaries	–		4,642		1,395		(2,945	)	(3,092	)	–

Net profit	–		4,842		761		2,752		(3,092	)	5,263

Attributable to:
Non-controlling interests	–		–		–		421		–		421
Shareholders’ equity	–		4,842		761		2,331		(3,092	)	4,842

Total comprehensive income	(15	)	4,931		1,186		2,057		(3,092	)	5,067

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.



	€ million			€ million			€ million			€ million			€ million			€ million
Income statement for the year ended 31 December 2012		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group
Turnover		–			–			–			51,324			–			51,324

Operating profit		–			334			7			6,636			–			6,977
Net finance costs		–			(175	)		(110	)		(105	)		–			(390	)
Pensions and similar obligations		–			(5	)		(32	)		(108	)		–			(145	)
Other income		–			–			–			91			–			91

Profit before tax and subsidiaries		–			154			(135	)		6,514			–			6,533
Taxation		–			(29	)		(192	)		(1,476	)		–			(1,697	)

Net profit before subsidiaries		–			125			(327	)		5,038			–			4,836
Equity earnings of subsidiaries		–			4,243			1,404			(3,527	)		(2,120	)		–

Net profit		–			4,368			1,077			1,511			(2,120	)		4,836

Attributable to:
Non-controlling interests		–			–			–			468			–			468
Shareholders’ equity		–			4,368			1,077			1,043			(2,120	)		4,368

Total comprehensive income		(9	)		4,216			1,166			645			(2,120	)		3,898

^(a)

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.


Unilever Annual Report on Form 20-F 2014			Form 20-F 25

ITEM 18. FINANCIAL STATEMENTS CONTINUED

€ million

Balance sheet at 31 December 2014

Unilever
Capital
Corporation
subsidiary
issuer

Unilever

parent
entities

^(a)

Unilever
United

States Inc.

subsidiary
guarantor

Non-
guarantor
subsidiaries

Eliminations

Unilever
Group

Assets

Non-current assets

Goodwill and intangible assets

–

1,636

–

20,538

–

22,174

Deferred tax assets

–

145

152

989

–

1,286

Other non-current assets

–

12,206

–

12,220

Amounts due from group companies

10,440

779

–

(11,219

)

–

Net assets of subsidiaries (equity accounted)

–

43,153

17,776

–

(60,929

)

–

10,440

45,724

17,931

33,733

(72,148

)

35,680

Current assets

Amounts due from group companies

–

5,077

3,156

37,248

(45,481

)

–

Trade and other current receivables

–

4,936

–

5,029

Current tax assets

–

217

–

281

Other current assets

–

7,032

–

7,037

–

5,228

3,167

49,433

(45,481

)

12,347

Total assets

10,440

50,952

21,098

83,166

(117,629

)

48,027

Liabilities

Current liabilities

Financial liabilities

624

3,777

1,130

–

5,536

Amounts due to group companies

5,757

31,473

8,233

(45,481

)

–

Trade payables and other current liabilities

218

12,313

–

12,606

Current tax liabilities

–

1,042

–

1,081

Other current liabilities

–

408

–

419

6,423

35,479

23,126

(45,481

)

19,642

Non-current liabilities

Financial liabilities

3,717

1,686

–

1,783

–

7,186

Amounts due to group companies

–

10,439

780

(11,219

)

–

Pensions and post-retirement healthcare liabilities

Funded schemes in deficit

–

140

2,074

–

2,222

Unfunded schemes

–

109

570

1,046

–

1,725

Other non-current liabilities

–

2,966

–

2,989

3,717

1,824

11,151

8,649

(11,219

)

14,122

Total liabilities

10,140

37,303

11,246

31,775

(56,700

)

33,764

Shareholders’ equity

300

13,649

9,852

50,779

(60,929

)

13,651

Non-controlling interests

–

612

–

612

Total equity

300

13,649

9,852

51,391

(60,929

)

14,263

Total liabilities and equity

10,440

50,952

21,098

83,166

(117,629

)

48,027

^(a)


26 Form 20-F		Unilever Annual Report on Form 20-F 2014

ITEM 18. FINANCIAL STATEMENTS CONTINUED


	€ million		€ million			€ million		€ million		€ million			€ million
Balance sheet at 31 December 2013		Unilever Capital Corporation subsidiary issuer		Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor		Non- guarantor subsidiaries		Eliminations			Unilever Group
Assets
Non-current assets
Goodwill and intangible assets		–		1,726			–		19,178		–			20,904
Deferred tax assets		–		163			38		883		–			1,084
Other non-current assets		–		1			1		11,401		–			11,403
Amounts due from group companies		7,896		–			–		41		(7,937	)		–
Net assets of subsidiaries (equity accounted)		–		41,740			17,841		–		(59,581	)		–

		7,896		43,630			17,880		31,503		(67,518	)		33,391
Current assets
Amounts due from group companies		–		5,112			2,103		32,848		(40,063	)		–
Trade and other current receivables		–		91			13		4,727		–			4,831
Current tax assets		–		18			–		199		–			217
Other current assets		–		3			–		7,071		–			7,074

		–		5,224			2,116		44,845		(40,063	)		12,122

Total assets		7,896		48,854			19,996		76,348		(107,581	)		45,513

Liabilities
Current liabilities
Financial liabilities		885		2,132			3		990		–			4,010
Amounts due to group companies		3,101		29,747			–		7,215		(40,063	)		–
Trade payables and other current liabilities		45		170			31		11,489		–			11,735
Current tax liabilities		–		(17	)		155		1,116		–			1,254
Other current liabilities		–		11			–		372		–			383

		4,031		32,043			189		21,182		(40,063	)		17,382
Non-current liabilities
Financial liabilities		3,600		2,326			–		1,565		–			7,491
Amounts due to group companies		–		–			7,937		–		(7,937	)		–
Pensions and post-retirement healthcare liabilities
Funded schemes in deficit		–		–			12		1,393		–			1,405
Unfunded schemes		–		102			480		981		–			1,563
Other non-current liabilities		–		39			2		2,816		–			2,857

		3,600		2,467			8,431		6,755		(7,937	)		13,316

Total liabilities		7,631		34,510			8,620		27,937		(48,000	)		30,698

Shareholders’ equity		265		14,344			11,376		47,940		(59,581	)		14,344

Non-controlling interests		–		–			–		471		–			471

Total equity		265		14,344			11,376		48,411		(59,581	)		14,815

Total liabilities and equity		7,896		48,854			19,996		76,348		(107,581	)		45,513

^(a)

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.


Unilever Annual Report on Form 20-F 2014			Form 20-F 27

ITEM 18. FINANCIAL STATEMENTS CONTINUED


	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2014		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group

Net cash flow from/(used in) operating activities		–			579			(764	)		5,728			–			5,543

Net cash flow from/(used in) investing activities		(1,038	)		(2,284	)		(662	)		2,606			1,037			(341	)

Net cash flow from/(used in) financing activities		1,033			1,676			1,426			(8,288	)		(1,037	)		(5,190	)

Net increase/(decrease) in cash and cash equivalents		(5	)		(29	)		–			46			–			12

Cash and cash equivalents at beginning of year		–			3			(2	)		2,043			–			2,044
Effect of foreign exchange rates		5			31			–			(182	)		–			(146	)

Cash and cash equivalents at end of year		–			5			(2	)		1,907			–			1,910

	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2013		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group

Net cash flow from/(used in) operating activities		1			402			(167	)		6,058			–			6,294

Net cash flow from/(used in) investing activities		(1,465	)		(1,527	)		(107	)		473			1,465			(1,161	)

Net cash flow from/(used in) financing activities		1,460			1,073	^(b)		274			(6,732	)		(1,465	)		(5,390	)

Net increase/(decrease) in cash and cash equivalents		(4	)		(52	)		–			(201	)		–			(257	)

Cash and cash equivalents at beginning of year		–			3			(3	)		2,217			–			2,217

Effect of foreign exchange rates		4			52			–			28			–			84

Cash and cash equivalents at end of year		–			3			(3	)		2,044			–			2,044

	€ million			€ million			€ million			€ million			€ million			€ million
Cash flow statement for the year ended 31 December 2012		Unilever Capital Corporation subsidiary issuer			Unilever parent entities	^(a)		Unilever United States Inc. subsidiary guarantor			Non- guarantor subsidiaries			Eliminations			Unilever Group

Net cash flow from/(used in) operating activities		–			389			(132	)		6,579			–			6,836

Net cash flow from/(used in) investing activities		(1,181	)		4,662			(98	)		(5,283	)		1,145			(755	)

Net cash flow from/(used in) financing activities		1,181			(5,038	)		229			(1,849	)		(1,145	)		(6,622	)

Net increase/(decrease) in cash and cash equivalents		–			13			(1	)		(553	)		–			(541	)

Cash and cash equivalents at beginning of year		–			1			(3	)		2,980			–			2,978

Effect of foreign exchange rates		–			(11	)		1			(210	)		–			(220	)

Cash and cash equivalents at end of year		–			3			(3	)		2,217			–			2,217

^(a)

^(b ⁾

Included within this balance is a cash outflow of € 2,515 million to increase the Group’s ownership of Hindustan Unilever Limited from 52% to 67%. Refer to the Annual Report and Accounts Note 15B for more details.

Figures have been changed to conform to the current year presentation. Such revisions are not considered material to the financial statements taken as a whole.

ITEM 19. EXHIBITS

Please refer to the exhibit list located immediately following the signature page for this Form 20-F as filed with the SEC.


28 Form 20-F		Unilever Annual Report on Form 20-F 2014

Designed and produced by Addison Group at www.addison-group.net.

Printed at Pureprint Group, ISO 14001. FSC ^® certified and CarbonNeutral ^® .

This document is printed on Amadeus 100% Recycled Silk and Offset. These papers have been exclusively supplied by Denmaur Independent Papers which has offset the carbon produced by the production and delivery of them to the printer.

These papers are 100% recycled and manufactured using de-inked post-consumer waste. All of the pulp is bleached using an elemental chlorine free process (ECF). Printed in the UK by Pureprint using its alcofree ^® and pureprint ^® environmental printing technology. Vegetable inks were used throughout. Pureprint is a CarbonNeutral ^® company. Both the manufacturing mill and the printer are registered to the Environmental Management System ISO 14001 and are Forest Stewardship Council ^® (FSC) chain-of-custody certified.

If you have finished with this document and no longer wish to retain it, please pass it on to other interested readers or dispose of it in your recycled paper waste. Thank you.

LOGO

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this Annual Report on its behalf.

Unilever PLC

(Registrant)

/s/ T. E. Lovell

T. E. LOVELL,

Group Secretary

Date: 6 March 2015

UNILEVER PLC — 20-F EXHIBIT LIST


Exhibit Number		Description of Exhibit

1.1		Articles of Association of Unilever PLC 1

2.1		Trust Deed dated as of July 22, 1994, among Unilever N.V., Unilever PLC, Unilever Capital Corporation, Unilever United States, Inc. and The Law Debenture Trust Corporation p.l.c., relating to Guaranteed Debt Securities 2

2.2		Nineteenth Supplemental Trust Deed as of May 2, 2014, incorporating the Trust Deed as of July 22, 1994, as Amended and Restated on May 2, 2014

2.3		Amended and Restated Indenture as of September 22, 2014, among Unilever Capital Corporation, Unilever N.V., Unilever PLC, Unilever United States, Inc. and The Bank of New York Mellon, as Trustee, relating to Guaranteed Debt Securities

2.4		Second Amended and Restated Deposit Agreement dated as of July 1, 2014 by and among Unilever PLC and Deutsche Bank Trust Company Americas, as Depositary, and the Holders and Beneficial Owners of American Depositary Shares issued thereunder 3

4.1(a)		Equalisation Agreement between Unilever N.V. and Unilever PLC 4

4.1(b)		Deed of Mutual Covenants

4.1(c)		Agreement for Mutual Guarantees of Borrowing

4.2		Service Contracts of the Executive Directors of Unilever PLC 5

4.3		Letters regarding compensation of Executive Directors of Unilever PLC

4.4		Unilever North America Omnibus Equity Compensation as Amended and Restated as of November 1, 2012 Plan 6

4.5		The Unilever PLC International 1997 Executive Share Option Scheme 7

4.6		The Unilever Long Term Incentive Plan 8

4.7		Global Share Incentive Plan 2007 9

4.8		The Management Co-Investment Plan 10

7.1		Calculation of Ratio of Earnings to Fixed Charges

8.1		List of Subsidiaries 11

12.1		Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

13.1		Certifications of the Chief Executive Officer and Financial Director/Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1		Annual Report and Accounts sections incorporated by reference

15.2		Consent of KPMG LLP and KPMG Accountants N.V.

15.3		Consent of PricewaterhouseCoopers LLP and PricewaterhouseCoopers Accountants N.V.

Certain instruments which define rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Securities and Exchange Commission upon request.

1	Incorporated by reference to Exhibit 1.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 08, 2013.

2	Incorporated by reference to Exhibit 2.2 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002.

3	Incorporated by reference to Exhibit 99(A) of Form F-6 (File No: 333-196985) filed with the SEC on June 24, 2014.

4	Incorporated by reference to Exhibit 4.1 of Form 20-F (File No: 001-04546) filed with the SEC on March 5, 2010.

5	Incorporated by reference to Exhibit 4.2 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011.

6	Incorporated by reference to Exhibit 99.1 of Form S-8 (File No: 333-185299) filed with the SEC on December 6, 2012.

7	Incorporated by reference to Exhibit 4.5 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002.

8	Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 28, 2002.

9	Incorporated by reference to Exhibit 4.7 of Form 20-F (File No: 001-04546) filed with the SEC on March 26, 2008.

10	Incorporated by reference to Exhibit 4.8 of Form 20-F (File No: 001-04546) filed with the SEC on March 4, 2011.

11	The required information is set forth on pages 129 and 130 of the 2014 Annual Report and Accounts.

Exhibit 2.2

EXECUTION VERSION

Dated 2 ^nd May, 2014

UNILEVER N.V.

- and -

UNILEVER PLC

- and -

UNILEVER JAPAN HOLDINGS K.K.

- and -

UNILEVER UNITED STATES, INC.

- and -

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

NINETEENTH SUPPLEMENTAL TRUST DEED

relating to a

U.S.$15,000,000,000 Debt Issuance Programme

Slaughter and May

One Bunhill Row

London EC1Y 8YY

(MJXT/RJXM)

520579676

THIS NINETEENTH SUPPLEMENTAL TRUST DEED is made this 2 ^nd day of May, 2014

BETWEEN :

(1)

UNILEVER N.V. (“ N.V. ”), a company incorporated under the laws of The Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, The Netherlands, UNILEVER PLC (“ PLC ”), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom, UNILEVER JAPAN HOLDINGS K.K. , a company incorporated under the laws of Japan, whose registered office is at 1-1, Kamimeguro 2-chome, Meguro-ku, Tokyo 153-8578, Japan and UNILEVER UNITED STATES, INC. (“ UNUS ”), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and

(2)

THE LAW DEBENTURE TRUST CORPORATION p.l.c. , a company incorporated under the laws of England, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom (the “ Trustee ”, which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents).

WHEREAS:

(1)

This Deed is supplemental to the Trust Deed dated 22 ^nd July, 1994 made between the parties hereto (the “ Principal Trust Deed ”) as amended by the First Supplemental Trust Deed dated 24 ^th July, 1995, the Second Supplemental Trust Deed dated 11 ^th July, 1996, the Third Supplemental Trust Deed dated 13 ^th November, 1997, the Fourth Supplemental Trust Deed dated 11 ^th November, 1998, the Fifth Supplemental Trust Deed dated 4 ^th July, 2000, the Sixth Supplemental Trust Deed dated 2 ^nd July, 2001, the Seventh Supplemental Trust Deed dated 1 ^st July, 2002, the Eighth Supplemental Trust Deed dated 27 ^th June, 2003, the Ninth Supplemental Trust Deed dated 2 ^nd June, 2004, the Tenth Supplemental Trust Deed dated 10 ^th August, 2005, the Eleventh Supplemental Trust Deed dated 15 ^th May, 2007, the Twelfth Supplemental Trust Deed dated 13 ^th May, 2008, the Thirteenth Supplemental Trust Deed dated 11 ^th May, 2009, the Fourteenth Supplemental Trust Deed dated 6 ^th May, 2010, the Fifteenth Supplemental Trust Deed dated 5 ^th May, 2011, the Sixteenth Supplemental Trust Deed dated 4 ^th May, 2012 and the Seventeenth Supplemental Trust Deed dated 3 ^rd May 2013.

(2)	The parties of the first part hereto desire to modify certain provisions of the Principal Trust Deed, as amended.

NOW THIS SEVENTEENTH SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED as follows :

1.	DEFINITIONS

All expressions defined in the Principal Trust Deed shall, unless there is anything in the subject or context inconsistent therewith, have the same meanings in this Nineteenth Supplemental Trust Deed.

2.	THE TRUST DEED

(A)

The Principal Trust Deed is hereby amended and restated as of the effective date hereof and as set out in Clause 3 below and shall henceforth be read and construed as one document in the form set out in the Schedule to this Nineteenth Supplemental Trust Deed.

(B)

Save to the extent specifically referred to in this Nineteenth Supplemental Trust Deed, nothing contained in this Nineteenth Supplemental Trust Deed shall be construed as a waiver, variation, modification or amendment of the provisions of the Principal Trust Deed and the Principal Trust Deed, all issued Notes, all issued Coupons and all issued Receipts shall continue in full force and effect. For the avoidance of doubt, this Nineteenth Supplemental Trust Deed only governs Notes issued after the date hereof.

3.	EFFECTIVENESS

The amendments to the Principal Trust Deed effected by this Nineteenth Supplemental Trust Deed shall take effect on the date of execution by the last party to this Nineteenth Supplemental Trust Deed.

4.	NOTICES

Pursuant to Clause 17(A) of the Principal Trust Deed, the Trustee hereby agrees that notice of the execution of this Nineteenth Supplemental Trust Deed need not be given to the Noteholders in accordance with Condition 14 of the Notes.

5.	COUNTERPARTS

This Nineteenth Supplemental Trust Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Nineteenth Supplemental Trust Deed by signing any such counterpart.

6.	RIGHTS OF THIRD PARTIES

The parties to this Nineteenth Supplemental Trust Deed do not intend that any term of this Nineteenth Supplemental Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Nineteenth Supplemental Trust Deed.

7.	GOVERNING LAW

This Nineteenth Supplemental Trust Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England and the provisions relating to jurisdiction contained in Clause 34 of the Principal Trust Deed shall apply, mutatis mutandis , hereto.

IN WITNESS whereof this Nineteenth Supplemental Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.


EXECUTED as a deed by		)
UNILEVER PLC		)
acting by		)
under its authority in the presence of:		)


Witness’s signature:

Name:		Richard Mailey

Occupation:		Solicitor

Address:		One Bunhill Row, London EC1Y 8YY


EXECUTED as a deed by
UNILEVER N.V.
(having its corporate seat in Rotterdam, The Netherlands) acting by R.C. HAZELL in the capacity as Duly Authorised Attorney
under its authority:

EXECUTED as a deed by
UNILEVER JAPAN HOLDINGS K.K. acting by
under its authority:

EXECUTED as a deed by
UNILEVER UNITED STATES, INC. acting by under its authority:


THE COMMON SEAL of
THE LAW DEBENTURE TRUST CORPORATION p.l.c.
was affixed to this deed in the presence of:
Director:
Authorised signatory:

SCHEDULE

Dated 22 ^nd July, 1994

as amended and restated on 2 ^nd May, 2014

UNILEVER N.V.

- and -

UNILEVER PLC

- and -

UNILEVER JAPAN HOLDINGS K.K.

- and -

UNILEVER UNITED STATES, INC.

- and-

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

TRUST DEED

in respect of a Programme relating to a

U.S.$15,000,000,000

Debt Issuance Programme


		(as amended by the First Supplemental Trust Deed dated 24th July, 1995, the Second Supplemental Trust Deed dated 11th July, 1996, the Third Supplemental Trust Deed dated 13th November, 1997, the Fourth Supplemental Trust Deed dated 11th November, 1998, the Fifth Supplemental Deed dated 4th July, 2000, the Sixth Supplemental Trust Deed dated 2nd July, 2001, the Seventh Supplemental Trust Deed dated 1st July, 2002, the Eighth Supplemental Trust Deed dated 27th June, 2003, the Ninth Supplemental Trust Deed dated 2nd June, 2004, the Tenth Supplemental Trust Deed dated 10th August, 2005, the Eleventh Supplemental Trust Deed dated 15th May, 2007, the Twelfth Supplemental Trust Deed dated 13 ^th May, 2008, the Thirteenth Supplemental Trust Deed dated 11 ^th May, 2009, the Fourteenth Supplemental Trust Deed dated 6 ^th May, 2010, the Fifteenth Supplemental Trust Deed dated 5 ^th May, 2011, the Sixteenth Supplemental Trust Deed dated 4 ^th May, 2012, the Seventeenth Supplemental Trust Deed dated 3 ^rd May, 2013 and the Nineteenth Supplemental Trust Deed dated 2 ^nd May, 2014


For the Issuers and the Guarantors:		For the Trustee:
Slaughter and May		Clifford Chance LLP
One Bunhill Row		10 Upper Bank Street
London EC1Y 8YY		London E14 5JJ

520579694

TABLE OF CONTENTS


Clause	Title	Page No.

1.	Definitions		2

2.	Amount of the Notes		12

3.	Covenant to repay and to pay interest		13

4.	Issue and constitution of Notes		15

5.	Forms and issue of the Notes		16

6.	Stamp Duties		18

7.	Covenant to observe provisions of the Trust Deed and Schedules		19

8.	Guarantee		19

9.	Application of moneys received by the Trustee		21

10.	Power to retain and invest less than 10 per cent.		22

11.	Authorised investments		23

12.	Indemnification of the Trustee upon enforcement		23

13.	Payment to Noteholders, Receiptholders and Couponholders		24

14.	Production of Notes, Receipts and Coupons		24

15.	Covenants by the Issuers and the Guarantors		24

16.	Remuneration of the Trustee		27

17.	Modifications and Substitution		29

18.	Redemption, Purchase and Cancellation		34

19.	Noteholders to be treated as holding all Receipts and Coupons		35

20.	No notice to Receiptholders or Couponholders		36

21.	Trustee may enter into other transactions with N.V., PLC or any of their group companies		36



22.	Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee	37

23.	Disapplication	40

24.	Trustee entitled to assume due performance	40

25.	Waiver	40

26.	Power to delegate	41

27.	Competence of a majority of Trustees	41

28.	Appointment of New Trustees	41

29.	Retirement of Trustees	42

30.	Powers of the Trustee are additional	42

31.	Currency Indemnity	43

32.	Notices	43

33.	Contracts (Rights of Third Parties) Act 1999	45

34.	Governing Law	45

THE FIRST SCHEDULE Form of Temporary Global Note		46

THE SECOND SCHEDULE Form of Permanent Global Note		60

THE THIRD SCHEDULE Form of Definitive Note		68

THE FOURTH SCHEDULE Terms and Conditions of the Notes		85

THE FIFTH SCHEDULE Form of Supplemental Deed increasing Programme Limit		104

THE SIXTH SCHEDULE Form of Supplemental Deed joining a New Issuer		105

THE SEVENTH SCHEDULE Form of Supplemental Deed releasing an Issuer		109

THE EIGHTH SCHEDULE Provisions for Meetings of Holders of Notes		111

THIS TRUST DEED is made on the 22nd day of July, 1994 and amended and restated on 2 ^nd May, 2014

BETWEEN:

(1)

UNILEVER N.V. (“ N.V. ”), a company incorporated under the laws of The Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, The Netherlands, UNILEVER PLC (“ PLC ”), a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom, UNILEVER JAPAN HOLDINGS K.K. (“ UJH ”), a company incorporated under the laws of Japan, whose registered office is at 1-1, Kamimeguro 2-chome, Meguro-ku, Tokyo 153-8578, Japan and UNILEVER UNITED STATES, INC. (“ UNUS ”), a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America; and

(2)

THE LAW DEBENTURE TRUST CORPORATION p.l.c. , a company incorporated under the laws of England, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX, United Kingdom (hereinafter called the “ Trustee ”, which expression shall, wherever the context so admits, include any other trustee or trustees for the time being of these presents).

WHEREAS:

(A)	N.V., PLC, UJH and UNUS have authorised the establishment of a programme for the issuance of debt instruments (the “ Programme ”) to be constituted in the manner hereinafter appearing.

(B)

N.V., PLC, UJH and UNUS have duly authorised the issue of a maximum aggregate principal amount of U.S.$15,000,000,000 (or its equivalent in other currencies) (or such greater amount as shall be established pursuant to Clause 2(B) hereof) of notes outstanding under the Programme (the “ Programme Limit ”).

(C)	Each issue will be represented by notes issued in bearer form.

(D)

Pursuant to powers contained in their constitutional documents, N.V., PLC, UJH and UNUS have duly authorised the execution of these presents as the principal instrument subject to which Notes (as defined below) may from time to time be issued by any of the Issuers (as defined below) and constituted.

(E)	Each of the Guarantors (as defined below) has agreed to guarantee in the manner hereinafter appearing such obligations of the Issuers as are hereinafter specified and in respect of whose obligations under these presents and under the Notes the relevant Guarantor has given its guarantee hereunder.

(F)	The Law Debenture Trust Corporation p.l.c. has agreed to act as trustee of these presents for the Noteholders and the Couponholders upon the terms and subject to the conditions hereinafter contained.

NOW THIS DEED WITNESSETH AND IT IS HEREBY DECLARED as follows:

1.	Definitions

(A)	IN these presents (including the recitals), unless there is something in the subject or context inconsistent therewith, the expressions following shall have the meanings hereinafter mentioned (that is to say):

“ Auditors ” means the auditors for the time being respectively of N.V., PLC, UJH and UNUS as the case may be, and, in the case of joint auditors, the joint auditors thereof or in the event of their being unable or unwilling to carry out any action requested of them pursuant to the terms of these presents, such other firm of accountants as may be nominated or approved by the Trustee for the purpose;

“ Calculation Agency Agreement ” means any agreement made between the relevant Issuer, the relevant Guarantors, the Trustee and the Calculation Agent in the form, or substantially in the form of the Calculation Agency Agreement set out in the first schedule to the Paying Agency Agreement;

“ Calculation Agent ” means the institution appointed as such by the relevant Issuer and relevant Guarantors with the prior approval of the Trustee for any Series of Notes issued by such Issuer and specified in the relevant Final Terms;

“ CGN ” means a Note in global form which is not a New Global Note, as so specified in the Final Terms relating to the applicable Tranche;

“ Clearstream, Luxembourg ” means Clearstream Banking, société anonyme;

“ Common Safekeeper ” means an ICSD or such person as may be nominated by the ICSDs to act as common safekeeper;

“ Conditions ” means:

(i)

in relation to any Tranche of Notes issued prior to the First Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed prior to its amendment by the First Supplemental Trust Deed;

(ii)

in relation to any Tranche of Notes issued on or after the First Effective Date but before the Second Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Schedule to the First Supplemental Trust Deed;

(iii)

in relation to any Tranche of Notes issued on or after the Second Effective Date but before the Third Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Second Effective Date;

(iv)

in relation to any Tranche of Notes issued on or after the Third Effective Date but before the Fourth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Third Effective Date;

(v)

in relation to any Tranche of Notes issued on or after the Fourth Effective Date but before the Fifth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Fourth Effective Date;

(vi)

in relation to any Tranche of Notes issued on or after the Fifth Effective Date but before the Sixth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Fifth Effective Date;

(vii)

in relation to any Tranche of Notes issued on or after the Sixth Effective Date but before the Seventh Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Sixth Effective Date;

(viii)

in relation to any Tranche of Notes issued on or after the Seventh Effective Date but before the Eighth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Seventh Effective Date;

(ix)

in relation to any Tranche of Notes issued on or after the Eighth Effective Date but before the Ninth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Eighth Effective Date;

(x)

in relation to any Tranche of Notes issued on or after the Ninth Effective Date, but before the Tenth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Ninth Effective Date;

(xi)

in relation to any Tranche of Notes issued on or after the Tenth Effective Date, but before the Eleventh Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Tenth Effective Date;

(xii)

in relation to any Tranche of Notes issued on or after the Eleventh Effective Date, but before the Twelfth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Eleventh Effective Date;

(xiii)

in relation to any Tranche of Notes issued on or after the Twelfth Effective Date, but before the Thirteenth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Twelfth Effective Date;

(xiv)

in relation to any Tranche of Notes issued on or after the Thirteenth Effective Date, but before the Fourteenth Effective Date, the terms and conditions

applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Thirteenth Effective Date;

(xv)

in relation to any Tranche of Notes issued on or after the Fourteenth Effective Date, but before the Fifteenth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Fourteenth Effective Date;

(xvi)

in relation to any Tranche of Notes issued on or after the Fifteenth Effective Date, but before the Sixteenth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Fifteenth Effective Date;

(xvii)

in relation to any Tranche of Notes issued on or after the Sixteenth Effective Date, but before the Seventeenth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Sixteenth Effective Date; and

(xviii)

in relation to any Tranche of Notes issued on or after the Seventeenth Effective Date, the terms and conditions applicable thereto, in the form or substantially in the form set out in the Fourth Schedule to this Trust Deed as amended and restated on the Seventeenth Effective Date,

in each case, as the same may have been or may be supplemented as described in the Final Terms relating to such Tranche, and as the same may, from time to time, be altered in accordance with the provisions of these presents, and any reference in these presents to a particular numbered Condition shall be construed in relation to such Tranche as a reference to the provision (if any) in the Conditions thereof which corresponds to the particular numbered Condition in the Conditions applicable to such Tranche;

“ Couponholders ” means the several persons who are for the time being Holders of Coupons;

“ Coupons ” means the bearer interest coupons (if any) appertaining to Notes or, as the context may require, a specific number thereof and includes any replacement Coupon or Coupons issued pursuant to Condition 13 and, unless the context otherwise requires, includes the Talons, such Coupons being, if appertaining to a Fixed Rate Note, substantially in the form set out in Part B of the Third Schedule or, if appertaining to a Floating Rate Note, substantially in the form set out in Part C of the Third Schedule;

“ Dealer ” means any person or institution appointed as such pursuant to the Dealer Agreement;

“ Dealer Agreement ” means the dealer agreement dated 22 ^nd July, 1994 between, inter alia , the Issuers, the Guarantors and the Dealers, the terms of which (as novated,

amended, amended and restated, varied or supplemented from time to time) are incorporated into any sale and purchase agreement relating to Notes reached between the relevant Issuer, the relevant Guarantors and any Dealer(s);

“ Definitive Note ” means a definitive Note issued or, as the case may require, to be issued by the relevant Issuer in exchange for a Temporary Global Note or a Permanent Global Note or part thereof, such Definitive Note being substantially in the form set out in Part A of the Third Schedule hereto with such modifications as may be agreed between the relevant Issuer, the relevant Guarantors, the Principal Paying Agent, the Trustee and the relevant Dealer(s) and having (where so specified in the relevant Final Terms) Coupons attached thereto on issue;

“ Eighth Effective Date ” means 2 ^nd June, 2004;

“ Eleventh Effective Date ” means 13 ^th May, 2008;

“ euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended;

“ Euroclear ” means Euroclear Bank S.A./N.V.;

“ Eurosystem ” means the central banking system for the Euro;

“ Eurosystem-eligible NGN ” means a NGN which is intended to be held in a manner which would allow Eurosystem eligibility, as stated in the Final Terms relating to the applicable Tranche;

“ Event of Default ” means any of the events listed in Condition 10 upon the happening of which any Series of the Notes would (subject only to notice by the Trustee as provided in that Condition) become immediately due and repayable;

“ Extraordinary Resolution ” has the meaning set out in paragraph 20 of the Eighth Schedule;

“ Fifteenth Effective Date ” means 4 ^th May, 2012;

“ Fifth Effective Date ” means 2 ^nd July, 2001;

“ Final Terms ” means, in relation to a Tranche, a Final Terms or Pricing Supplement duly executed by the relevant Issuer, referring to this Trust Deed and specifying the relevant provisions of such Tranche (including any changes to the Conditions);

“ First Effective Date ” means 24 ^th July, 1995;

“ First Supplemental Trust Deed ” means the first supplemental trust deed dated 24 ^th July, 1995 and made between the same parties as are party hereto;

“ Fixed Rate Notes ” means Notes on which interest is calculated at a fixed rate payable in arrear on such dates as are specified in the relevant Final Terms;

“ Floating Rate Notes ” means Notes on which interest is calculated at a floating rate payable at intervals of such period of months as are specified in the relevant Final Terms;

“ Fourteenth Effective Date ” means 5 ^th May, 2011;

“ Fourth Effective Date ” means 4 ^th July, 2000;

“ Group Company ” means, in relation to N.V. and PLC, those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating to consolidated accounts and, for the avoidance of doubt, N.V. and PLC together constitute a single group for the purpose of meeting Netherlands and United Kingdom requirements for consolidated accounts;

“ Guarantee ” means the guarantees contained in these presents pursuant to which the Notes issued by (i) N.V. are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) PLC are guaranteed unconditionally and irrevocably on a joint and several basis by N.V. and UNUS and (iii) UJH are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and N.V.;

“ Guarantors ” means N.V., PLC and UNUS and any company which, pursuant to Clause 17, has become a Guarantor but excluding any such company which has ceased to be a Guarantor, and “ Guarantor ” means any of them;

“ ICSD Direct Agreement ” means an agreement between the ICSDs and an Issuer in respect of New Global Notes that such Issuer may request be made eligible for settlement with the ICSDs;

“ ICSDs ” means Euroclear and Clearsteam, Luxembourg;

“ Instalment Note ” means a Note, the principal amount of which is repayable by instalments;

“ Interest Basis ” means the basis on which the relevant Notes will bear interest (which may be a fixed or floating rate or on a zero coupon basis);

“ Issue Date ” means, in respect of any Note, the date of issue and purchase thereof pursuant to, and in accordance with, the Paying Agency Agreement, being, in the case of any Note in the form of a Permanent Global Note or a Definitive Note, the same date as the date of issue of the Temporary Global Note which initially represented such Note;

“ Issuers ” means, at any time, the Original Issuers and any other company which, pursuant to Clause 17, has become an Issuer but excluding any such company which has ceased to be an Issuer, and “ Issuer ” means any of them;

“ Maturity Date ” means, in respect of any Note, the date (if any) on which it is due to be redeemed in accordance with the provisions of Condition 7;

“ month ” means calendar month;

“ Ninth Effective Date ” means 10 ^th August, 2005;

“ NGN ” or “ New Global Note ” means a Note in global form which is a new global note, as so specified in the applicable Final Terms;

“ Non-eligible NGN ” means a NGN which is not intended to be held in a manner which would allow Eurosystem eligibility, as stated in the applicable Final Terms;

“ Note ” means a note in bearer form (PROVIDED THAT the minimum maturity and/or the maximum maturity (as the case may be) shall comply with all applicable legal and regulatory requirements of the jurisdiction of the currency in which the relevant Notes are denominated), the actual maturity (if any) being specified in the relevant Final Terms, issued or to be issued by any of the Issuers pursuant to the Dealer Agreement and shall be in, or substantially in, the relevant form set out in the relevant Schedule, which shall initially be represented by, and comprised in, a Temporary Global Note. Any Temporary Global Note may (in accordance with the terms of such Temporary Global Note) be exchanged for Definitive Notes (if so specified in the relevant Final Terms) and otherwise for a Permanent Global Note which, in turn, may (in accordance with the terms of such Permanent Global Note) be exchanged for Definitive Notes;

“ Noteholders ” means the several persons who are for the time being Holders of outstanding Notes save that, in respect of the Notes of any Series, so long as such Notes or any part thereof are represented by Notes in global form, each person who is for the time being shown in the records of an ICSD or any other relevant clearing system (other than Clearstream, Luxembourg, if Clearstream, Luxembourg shall be an accountholder of Euroclear or such other relevant clearing system, and Euroclear, if Euroclear shall be an accountholder of Clearstream, Luxembourg or such other relevant clearing system) as the Holder of a particular nominal amount of the Notes of such Series (in which regard any certificate or other document or such other evidence and/or information and/or certification issued by an ICSD or such other relevant clearing system or any form of record made by any of them as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest or proven error) shall, for the purpose only of the exercise by the Trustee of all rights, duties, discretions, powers and authorities imposed or conferred on the Trustee which are to be exercised or performed by reference to, or in favour of, the Noteholders but not for any other purpose, be deemed to be and shall be treated as the Holder of such nominal amount of such Notes; and the expressions “ Noteholder ”, “ Holder of Notes ” and related expressions shall be construed accordingly;

“ Notes in global form ” means Notes represented by a Temporary Global Note or a Permanent Global Note;

“ Original Issuers ” means N.V., PLC and UJH and “ Original Issuer ” means any of them;

“ outstanding ” means, in relation to the Notes, all the Notes other than:

(i)

those which have been redeemed in accordance with these presents or the Conditions;

(ii)

those in respect of which the date for redemption (including, but not limited to, the due date for payment of the final instalment in respect of an Instalment Note) in accordance with the provisions of these presents or the Conditions has occurred and the redemption moneys wherefore (including premium (if any) and all interest in respect thereof) have been duly paid to the Trustee in the manner provided in these presents, or to the Principal Paying Agent in the manner provided in the Paying Agency Agreement (and, where appropriate, notice to that effect has been given to the relative Noteholders in accordance with Condition 14) and remain available for payment against presentation of those Notes, Receipts and/or Coupons (as the case may be);

(iii)

those which have become void under Condition 12;

(iv)

those which have been purchased by any of the Issuers, the Guarantors or any Group Company as provided in Condition 7 and not resold;

(v)

those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacement Notes have been issued pursuant to Condition 13;

(vi)

(for the purpose only of ascertaining the amount of the Notes outstanding and without prejudice to the status for any other purpose of the Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 13;

(vii)

any Temporary Global Note to the extent that it has been exchanged for the relative Permanent Global Note or, as the case may be, the relative Definitive Notes pursuant to its provisions; and

(viii)

any Permanent Global Note to the extent that it has been exchanged for the relative Definitive Notes pursuant to its provisions;

“ Paying Agency Agreement ” means the paying agency agreement dated 22 ^nd July, 1994 made between the Issuers, the Guarantors and the various agents named therein and the Trustee (as amended, restated or supplemented from time to time) and includes any other agreement the terms of which have been previously approved by the Trustee in writing appointing further or other Paying Agents or appointing any other Principal Paying Agent or amending the terms of any such appointment;

“ Paying Agents ” means the several institutions (including, where the context permits or requires, the Principal Paying Agent) at their respective specified offices named as such in the Third Schedule or at such other offices as are notified to the Noteholders in accordance with the Paying Agency Agreement or such other or further specified paying agents for all or any Series of Notes, Receipts or Coupons as may from time to time be appointed in respect thereof by the relevant Issuer and the relevant Guarantors with the prior approval of the Trustee in writing and (in respect only of any Series already issued and remaining outstanding at the time of such appointment) notice of whose appointment is given to the Noteholders of such Series in accordance with Condition 14;

“ Permanent Global Note ” means a global note substantially in the form set out in the Second Schedule with such modifications (if any) as may be agreed between the relevant Issuer, the relevant Guarantors, the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Notes of a single Tranche issued or, as the case may require, to be issued by the relevant Issuer pursuant to the Dealer Agreement or any other agreement and these presents in exchange for the whole or part of the Temporary Global Note issued in respect of the Notes of such Tranche;

“ Principal Paying Agent ” means Deutsche Bank AG, London Branch at its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom or such other principal paying agent for Notes, Receipts and Coupons of all or any Series as may from time to time be appointed by the relevant Issuer and the relevant Guarantors with the prior approval of the Trustee in writing and (in respect only of any Series already issued and remaining outstanding at the time of such appointment) notice of whose appointment has been given to the Noteholders of such Series in accordance with Condition 14;

“ Procedures ” means the written administrative procedures and guidelines relating to the terms of Notes which may be issued and the settlement of issues of Notes as shall be agreed upon from time to time by the Issuers, the Guarantors, the Dealers, the Principal Paying Agent and the Trustee;

“ Receipt ” means a receipt for payment of instalments of principal attached to an Instalment Note, such Receipt being in, or substantially in, the form set out in Part E of the Third Schedule hereto or in such form as the relevant Issuer, the relevant Guarantors, the Principal Paying Agent, the Trustee and the relevant Dealer(s) may agree and includes any replacement Receipt issued pursuant to Condition 13;

“ Relevant Date ” means, in respect of any payment, the date on which such payment first becomes due and payable, but if the full amount of the moneys payable has not been made available to the Trustee or the Principal Paying Agent, as the case may be, on or prior to such due date, it means the first date on which, the full amount of such moneys having been so made available, notice to that effect shall have been duly given to the Holders of Notes of the relevant Series in accordance with Condition 14;

“ Relevant Guarantors ” means, in respect of an issue of Notes (i) by N.V., PLC and UNUS, (ii) by PLC, N.V. and UNUS and (iii) by UJH, N.V. and PLC;

“ repay ” shall include “ redeem ” and vice versa and “ repaid ”, “ repayable ” and “ repayment” and “ redeemed ”, “ redeemable ” and “ redemption ” shall be construed accordingly;

“ Requisite Currency ” means, in relation to any Notes, the currency in which such Notes are denominated;

“ Second Effective Date ” means 13 ^th November, 1997;

“ Securities Act ” means the United States Securities Act of 1933, as amended;

“ Series ” means all Notes which are denominated in the same currency and which have the same Maturity Date (if any or otherwise which are Undated Notes) and Interest Basis (both as indicated in the relevant Final Terms) and interest payment dates (if any) and the terms of which (save for the Issue Date, denomination, issue price and first interest payment (all as indicated in the relevant Final Terms)) are otherwise identical (including listing) and the expressions “ Notes of the relevant Series ”, “ Holders of Notes of the relevant Series ” and kindred expressions shall be construed accordingly;

“ Seventeenth Effective Date ” means 2 ^nd May, 2014;

“ Seventh Effective Date ” means 27 ^th June, 2003;

“ Sixteenth Effective Date ” means 3 ^rd May, 2013;

“ Sixth Effective Date ” means 1 ^st July, 2002;

“ Sterling ” means the lawful currency for the time being of the United Kingdom;

“ stock exchange ” means the stock exchange or stock exchanges upon which the Notes of any Series are for the time being or are to be listed;

“ successor in business ” means, in relation to any Issuer or any Guarantor, any company which, as the result of any amalgamation, merger, reconstruction or transfer, either:

(i)

owns beneficially the major part of the undertaking, property and assets owned by such Issuer or Guarantor immediately prior thereto; or

(ii)

carries on, as successor to such Issuer or Guarantor, the major part of the business carried on by such Issuer or Guarantor immediately prior thereto;

“ Talon ” means a bearer talon for further Coupons or, as the case may be, Receipts in the form set out in Part D of the Third Schedule and includes any replacement talon issued pursuant to Condition 13;

“ Temporary Global Note ” means a global note substantially in the form set out in the First Schedule with such modifications (if any) as may be agreed between the relevant Issuer, the relevant Guarantors, the Principal Paying Agent, the Trustee and the relevant Dealer(s), comprising Notes of a single Tranche, issued by any of the Issuers pursuant to the Dealer Agreement or any other agreement and these presents;

“ Tenth Effective Date ” means 15 ^th May, 2007;

“ Third Effective Date ” means 11 ^th November, 1998;

“ Thirteenth Effective Date ” means 6 ^th May, 2010;

“ Tranche ” means all Notes of the same Series with the same Issue Date;

“ these presents ” means this Trust Deed and the Schedules (as from time to time modified in accordance with the provisions herein contained) and includes any deed or other document executed in accordance with the provisions hereof (as from time to time modified as aforesaid) and expressed to be supplemental hereto;

“ trust corporation ” means a corporation entitled by rules made under the Public Trustee Act 1906 to act as a custodian trustee;

“ Twelfth Effective Date ” means 11 ^th May, 2009;

“ Undated Notes ” means Notes which are specified in the relevant Final Terms as having no fixed maturity date;

“ United States ” means the United States of America (including the States and the District of Columbia) and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands;

“ U.S. Person ” means (i) any person who is a citizen or resident of the United States; (ii) a domestic partnership; (iii) a domestic corporation or other entity taxable as a corporation; (iv) any estate the income of which is subject to United States federal income taxation regardless of its source; or (v) a trust if it (x) is subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of its substantial decisions or (y) has made a valid election under applicable Treasury Regulations to be treated as a domestic trust provided that the term “ U.S. Person ” shall not include foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv)) purchasing for their own account or for resale;

Words denoting the masculine gender only shall include the feminine gender also; and

Words denoting persons only shall include companies, corporations, partnerships and all other legal entities.

(B)

In these presents references to:

(i)

any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;

(ii)

principal and/or interest in respect of the Notes shall be deemed also to include references to any additional amounts which may be payable under Condition 9 or under any obligation undertaken pursuant to Clause 6;

(iii)

costs, charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof; and

(iv)

“ principal ” in the context of the payment of principal on a Note shall be deemed to include a reference to the redemption amount (if any) payable on such Note.

(C)

References in this Trust Deed to Schedules, Clauses, sub-clauses, paragraphs and sub-paragraphs shall be construed as references to the Schedules to this Trust Deed and to the Clauses, sub-clauses, paragraphs and sub-paragraphs of this Trust Deed respectively.

(D)

Unless the context otherwise requires, words and expressions contained in these presents shall bear the same meanings as in the Companies Acts 1985 and 1989.

(E)

The headings are inserted herein only for convenience and shall not affect the construction hereof.

2.	Amount of the Notes

(A)

THE Notes will be issued in Series in an aggregate principal amount from time to time outstanding which shall not exceed U.S.$15,000,000,000 or such greater amount as shall be established pursuant to sub-clause (B) of this Clause, and for this purpose:

(i)

each Note denominated in a currency other than U.S. dollars shall be converted into U.S. dollars using the spot rate of exchange for the purchase of the relevant currency against payment of U.S. dollars being quoted by the Principal Paying Agent on the date on which the agreement for the issuance of such Notes was made;

(ii)

the principal amount of each Note with a zero coupon and other Notes issued at a discount shall be the net proceeds receivable by the relevant Issuer for the particular Tranche pursuant to the Dealer Agreement; and

(iii)

the currency in which any Notes are payable, if different from the currency of their denomination, shall be disregarded,

and otherwise, subject to these presents, subject to such provisions and on such terms and conditions and at such time or times as the relevant Issuer and the relevant Guarantors shall determine and the Trustee shall not be responsible for such conversion or the receipt or application of the proceeds of issue by the relevant Issuer.

(B)

The amount specified in sub-clause (A) of this Clause may be increased from time to time by a deed expressed to be supplemental hereto executed by the Issuers, the Guarantors and the Trustee substantially in the form set out in the Fifth Schedule.

3.	Covenant to repay and to pay interest

(A)

EACH Issuer (in respect of Notes issued by it) covenants with the Trustee that it will, as and when the Notes of any Series or any of them become due to be redeemed or any principal or redemption amount on the Notes of any Series or any of them becomes due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to, or to the order of, the Trustee in immediately available funds and/or same day funds, as the case may be, in the relevant currency the principal amount (or instalment thereof) or, as the case may be, redemption amount of the Notes of such Series becoming due for redemption or repayment on that date and (where such Notes bear interest) shall (subject to the provisions of the Conditions) until such payment (as well after as before any judgment or other order of any court of competent jurisdiction) is duly made, unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid on the dates provided for in the Conditions interest on the principal amount (or such other amount as may be specified in the relevant Final Terms) (or, in the case of Instalment Notes, on each instalment of principal) of the Notes of such Series outstanding from time to time in the relevant currency at the rate calculated from time to time in accordance with, and at the times, provided in the Conditions; PROVIDED THAT:

(i)

every payment of principal, redemption amount or interest in respect of such Notes made to or to the order of the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be in satisfaction pro tanto of the relevant covenant by such Issuer contained in this Clause and shall be deemed for the purposes of this Clause to have been paid to the order of the Trustee except to the extent that there is default in the subsequent payment thereof to the Holders of the Notes, Receipts and/or Coupons of such Series (as the case may be) in accordance with the Conditions in which event interest will again commence to accrue from the date of such default until the date upon which payment is duly made in accordance with this Clause;

(ii)

in the case of any payment of principal, redemption amount or interest in respect of the Notes of such Series made after the due date, payment shall be deemed not to have been made until the full amount due has been received by the Trustee or the Principal Paying Agent (as the case may be) and, unless the Trustee otherwise agrees, notice to that effect has been given to the Holders of Notes of such Series in accordance with Condition 14;

(iii)

in any case where interest on the Notes of such Series falls to be paid in respect of a period of less than a full year interest will be calculated on the basis of 360 days (or 365 days, or 366 days in the case of an Interest Period falling in a leap year, in respect of (i) Fixed Rate Notes of which euro is the Requisite Currency or (ii) Floating Rate Notes of which Sterling is the Requisite Currency) and the actual number of days elapsed or on such other basis as may be specified in the Conditions or in the relevant Final Terms; and

(iv)

in any case where payment of the whole or any part of the principal amount (or instalment thereof) or redemption amount due in respect of any Note of such Series is improperly withheld or refused upon due presentation of such Note, interest shall accrue at the rate aforesaid on the whole or such part of the principal amount (or instalment thereof) or redemption amount (as the case may be) from the date of such withholding or refusal until the date on which notice is given to the Holders of Notes of such Series either in accordance with Condition 14 or individually that the full amount payable in respect of the amount of principal (or instalment thereof) or redemption amount in the relevant currency has been paid to the Principal Paying Agent and the relevant Issuer covenants that it shall unconditionally pay the interest so accrued to or to the order of the Trustee as aforesaid.

(B)

Each Issuer may, from time to time without the consent of the Noteholders of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of such Series ranking pari passu in all respects (or in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with any previously existing Series of Notes.

(C)

At any time after an Event of Default shall have occurred in respect of the Notes of any Series, the Trustee may:

(i)

by notice in writing to the relevant Issuer, the relevant Guarantors, the Principal Paying Agent, the other Paying Agents and the relevant Calculation Agent require the Principal Paying Agent, the other Paying Agents and the relevant Calculation Agent or any of them:

(a)

to act thereafter as Principal Paying Agent, Paying Agents and relevant Calculation Agent respectively of the Trustee in relation to payments to be made by or on behalf of the Trustee under the terms of these presents and on the terms provided in the Paying Agency Agreement or, as the case may be, the relevant Calculation Agency Agreement mutatis mutandis in relation to such Notes (save that the Trustee’s liability under any provisions thereof for the indemnification of the Paying Agents or any Calculation Agent shall be limited to amounts for the time being held by the Trustee on the terms of these presents in relation to such Notes which are available to the Trustee for such purpose) and thereafter to hold all such Notes and the relative Receipts and Coupons (if any) and all sums, documents and records held by them in respect of such Note and Coupons (if any) on behalf of the Trustee; and/or

(b)

to deliver up all Notes, Receipts and Coupons (if any) of such Series and all sums, documents and records held by them in respect of such Notes and Coupons to the Trustee or as the Trustee shall direct in such notice PROVIDED THAT such notice shall be deemed not to apply to any document or record which the relative Paying Agent or relevant Calculation Agent is obliged not to release by any law or regulation; and

(ii)

by notice in writing to the relevant Issuer and the relevant Guarantors require each of them to make all subsequent payments in respect of the Notes, Receipts and Coupons of the relevant Series to or to the order of the Trustee and not to the Principal Paying Agent or relevant Calculation Agent (as the case may be) and, with effect from the issue of any such notice until such notice is withdrawn, proviso (i) to sub-clause (A) of this Clause shall cease to have effect.

(D)

If any Series of Floating Rate Notes becomes immediately due and repayable pursuant to Condition 10, the rate of interest and interest amounts in respect of them shall continue to be calculated in accordance with the Conditions until all such Floating Rate Notes of such Series shall have been repaid, except that the rates of interest and interest amounts need not be notified in accordance with the Conditions.

(E)

All payments in respect of, under and in connection with these presents and the Notes, Receipts and Coupons of any Series shall be made to the relevant Noteholders, Receiptholders and Couponholders in the relevant currency as specified in the applicable Final Terms.

(F)

The Notes of each Series shall form a separate Series and accordingly, unless for any purpose the Trustee at its absolute discretion shall otherwise determine, all the provisions of these presents shall apply separately to the Notes of each Series and, in these presents, the expressions “ Notes ”, “ Noteholders ”, “ Receipts ”, “ Receiptholders ”, “ Coupons ”, and “ Couponholders ” and, in each case, kindred expressions shall be construed accordingly.

4.	Issue and constitution of Notes

(A)

BY not later than the close of business (London time) on the third day (excluding Saturdays, Sundays and bank holidays) on which banks are open for business in the City of London preceding each proposed Issue Date, the relevant Issuer shall:

(i)

procure that the Trustee receives a copy of the relevant Final Terms; and

(ii)

deliver to the Trustee a certificate signed (where either N.V. or PLC is the Issuer) by a director of N.V. or PLC, as the case may be, or some other person duly authorised in that behalf or (where UJH is the Issuer) by a Representative Director of UJH or some other person duly authorised in that behalf certifying to the best of the knowledge and belief of the giver of the certificate having made all reasonable enquiries the absence of any event listed in Condition 10 (whether or not applicable to the Notes of such Tranche) or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default and compliance with the

Programme Limit. The relevant Issuer shall also procure that there is delivered to the Trustee an executed copy of the relevant Final Terms prior to the Issue Date in the case where the copy of such Final Terms referred to in (i) above was unexecuted.

Forthwith upon the issue of, and full payment for, the relevant Temporary Global Note(s), the Notes of the Tranche to which it or they relate(s) shall become constituted by these presents without further formality.

(B)

None of the Issuers shall be entitled to, and each Issuer hereby covenants with the Trustee that it will not, issue any Notes pursuant to these presents unless the appropriate Guarantee applies to such Notes.

(C)

Each of the Issuers and the Guarantors shall procure that legal opinions shall be delivered to the Trustee in any of the following circumstances:

(i)

on such occasions as the Trustee so requests after consultation with the relevant Issuers and the relevant Guarantors, on the occurrence of either a change or a proposed change in any applicable law or regulation (or interpretation thereof) affecting any of the Issuers, the Guarantors, the Notes, or these presents or on the Trustee having any other reasonable grounds; and

(ii)

on any occasion on which the Dealers receive any legal opinion in accordance with the Dealer Agreement.

If, notwithstanding the preceding provisions of this Clause 4, the Trustee is not satisfied with any legal opinion delivered to it pursuant to this Clause 4(C) (not being a legal opinion substantially in the form of the legal opinion delivered to the Trustee on the date hereof) the Trustee shall thereafter be entitled not to approve any new Final Terms in respect of which such legal opinion may, at any time, relate or be connected in any way whatsoever.

5.	Forms and issue of the Notes

(A)

THE Notes of each Tranche will be represented on issue by a Temporary Global Note and, if so specified in the Final Terms, such Temporary Global Note shall be a NGN. Each Temporary Global Note shall be exchangeable, in accordance with its terms, for a Permanent Global Note or Definitive Notes having, if so specified in the relevant Final Terms, Receipts or (as the case may be) Coupons attached all as set out in such Temporary Global Note. Each Permanent Global Note shall be exchangeable, in accordance with its terms, for Definitive Notes having, if so specified in the relevant Final Terms, Receipts or (as the case may be) Coupons attached all as set out in such Permanent Global Note. All Notes in global form shall be signed manually on behalf of the relevant Issuer (where N.V. or PLC is the Issuer) by a director of N.V. or PLC or, as the case may be, some other person duly authorised in that behalf or (where UJH is the Issuer) by a Representative Director of UJH, any duly authorised attorney or some other person duly authorised in that behalf and may be a master Note in global form supplied by the relevant Issuer under the provisions of the Paying Agency

Agreement, authenticated by the Principal Paying Agent and, in the case of each Eurosystem-eligible NGN or Non-eligible NGN in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by or on behalf of the specified Common Safekeeper. Each Note in global form which is a CGN, shall be delivered to a bank depositary common to the ICSDs or any other relevant clearing system or, in the case of a Note in global form which is a NGN, shall be delivered to the specified Common Safekeeper in accordance with the provisions of the Paying Agency Agreement. All Definitive Notes shall, unless otherwise specified in the relevant Final Terms, be security printed in accordance with any applicable regulatory requirements from time to time (and Notes shall be security printed in accordance with the requirements of the applicable stock exchange and any other applicable regulatory requirements from time to time), shall be serially numbered and shall, if interest bearing, have attached thereto Coupons or, if so specified in the relevant Final Terms, have endorsed thereon a grid for recording the payment of interest and shall, in the case of Instalment Notes, have attached thereto Receipts. The Notes in global form, the Definitive Notes and the relative Receipts, and Coupons (if any) shall be in bearer form and shall have the Conditions endorsed thereon, attached thereto or incorporated by reference therein. Title to the Notes in global form, the Definitive Notes and the relative Receipts and Coupons shall pass by delivery.

(B)

The Definitive Notes, the Receipts and the Coupons shall be signed manually or in facsimile on behalf of the relevant Issuer (where N.V. or PLC is the Issuer) by a director of N.V. or PLC, as the case may be, or some other person duly authorised in that behalf or (where UJH is the Issuer) by a Representative Director of UJH, any duly authorised attorney or some other person duly authorised in that behalf. Any Issuer may use on any Definitive Note or any Receipt or Coupon facsimile signatures of each of the authorised signatories of the relevant Issuer set out in this sub-clause notwithstanding the fact that when such Definitive Note, Receipt or Coupon shall be issued any such person shall have ceased to hold such office. The Definitive Notes, Receipts or Coupons so executed (and, in the case of the Definitive Notes, authenticated) and issued shall be valid and binding obligations of the relevant Issuer. The master Temporary Global Note and the master Permanent Global Note for an Issuer shall be signed manually by or on behalf of such Issuer in accordance with Clause 5(A). Any Issuer may adopt and use the signature of any person who, at the date of signing a master Temporary Global Note or master Permanent Global Note, is authorised to sign on behalf of the relevant Issuer for such purpose notwithstanding that such person may have ceased to hold such office at the time of the creation and issue of the relevant Tranche or the issue and delivery of the relevant Notes.

(C)

The relevant Issuer shall procure that, prior to their issue and delivery, the Notes in global form and the Definitive Notes shall be authenticated manually by an authorised signatory on behalf of the Principal Paying Agent and, in the case of each Eurosystem-eligible NGN or Non-eligible NGN in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by or on behalf of the specified Common Safekeeper. Notes in global form and Definitive Notes, as the case may be, shall not be valid

for any purpose unless and until so authenticated and, in the case of Eurosystem-eligible NGNs or Non-eligible NGNs in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, so effectuated and any Receipts or Coupons appertaining to the relevant Definitive Notes shall not be valid for any purpose unless and until the Definitive Notes to which they appertain shall have been authenticated but, subject thereto, Notes in global form, Definitive Notes and, as the case may be, Receipts or Coupons so executed shall be binding and valid obligations of the relevant Issuer.

(D)

The Trustee shall be entitled to rely on the records of the ICSDs in relation to any determination of the principal amount outstanding of each NGN. For this purpose, “records” means the records that each ICSD holds for its customers which reflect the amount of such customers’ interest in the Notes.

6.	Stamp Duties

(A)

THE relevant Issuer will pay all stamp duties and other similar duties or taxes (if any) payable in The Netherlands, the United States, Japan or the United Kingdom on (i) the constitution and issue of the Notes, the Receipts and/or the Coupons and (ii) the initial delivery of the Notes. The Issuers will pay all stamp duties and other similar duties or taxes (if any) payable in the aforesaid countries on the execution of these presents. If in consequence of an Event of Default the Trustee (or any Noteholder, Receiptholder or Couponholder where permitted under these presents so to do) shall take any proceedings against the relevant Issuer or the relevant Guarantors and/or any proceedings to wind up the relevant Issuer or the relevant Guarantors in The Netherlands and/or the United Kingdom and/or the United States and/or Japan and if for the purposes of any such proceedings these presents or any Notes, Receipts or Coupons are taken into such jurisdiction and any stamp duties or other similar duties or taxes become payable thereon in any such jurisdiction, the relevant Issuer will pay (or reimburse the person making payment of) such stamp duties or other similar duties or taxes.

(B)

Covenant to give substitute tax undertaking

If the relevant Issuer or the relevant Guarantors shall become subject generally to the taxing jurisdiction of any territory other than or in addition to The Netherlands, in the case of N.V., the United Kingdom, in the case of PLC, Japan in the case of UJH or the United States or any political sub-division thereof, in the case of UNUS, or any authority in such other territory having power to tax, then the relevant Issuer or the relevant Guarantors (as the case may be) shall (unless the Trustee shall otherwise agree), but only if by virtue of becoming so subject it shall be necessary in order that the net amounts received by the Holder of any Note or, as the case may be, Receipt or Coupon after withholding or deduction for or on account of taxes or duties imposed or levied by or on behalf of such territory or authority, shall equal the respective amounts of principal and/or redemption amount and/or interest as would have been receivable in respect of the Notes or, as the case may be, Receipts or Coupons in the absence of such withholding or deduction, give to the Trustee an undertaking or covenant in form and manner reasonably satisfactory to the

Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references therein to The Netherlands, the United Kingdom, Japan or the United States or any authority in The Netherlands, the United Kingdom, Japan or the United States having power to tax of references to that other or additional territory or any authority therein having power to tax to whose taxing jurisdiction the relevant Issuer or, as the case may be, the relevant Guarantors shall have become subject as aforesaid and in such event the provisions of these presents shall be read accordingly and the provisions of parts (i) to (iv) of Condition 7(c) shall be amended accordingly.

7.	Covenant to observe provisions of the Trust Deed and Schedules

(A)

EACH of the Issuers and each of the Guarantors hereby covenants with the Trustee to comply with those provisions of these presents which are expressed to be binding on each of them and to perform and observe the same. The Notes, the Receipts and the Coupons shall be held subject to the provisions contained in these presents, all of which shall be binding upon each of the Issuers, the Guarantors, the Noteholders, the Receiptholders and the Couponholders and all persons claiming through or under them respectively. The issue of any Series of Notes shall constitute confirmation of the fact that the Notes of such Series carry the benefit of the Guarantee.

(B)

The provisions contained in the Schedules shall have full effect in the like manner as if the same had been incorporated herein.

8.	Guarantee


(A)		(i)		N.V. and UNUS, jointly and severally, in respect of any Notes issued by PLC;

(ii)

PLC and UNUS, jointly and severally, in respect of any Notes issued by N.V.; and

(iii)

N.V. and PLC, jointly and severally, in respect of any Notes issued by UJH,

hereby irrevocably and unconditionally guarantee to the Trustee the due and punctual payment by the relevant Issuer of any moneys payable from time to time by the relevant Issuer in respect of the Notes, the Receipts and the Coupons and under or pursuant to these presents, as the case may be, in the manner hereinafter provided, namely:

(i)

if and whenever the relevant Issuer shall make default in the payment of any moneys payable by the relevant Issuer in respect of the Notes, the Receipts or the Coupons or under or pursuant to these presents, as the case may be, the relevant Guarantors shall forthwith upon written demand therefor made by the Trustee unconditionally pay to or to the order of the Trustee in the relevant currency the amount in respect of which such default has been made and any payment so made shall pro

tanto cure such default by the relevant Issuer PROVIDED THAT every payment of such moneys as aforesaid made by the relevant Guarantors to the Noteholders, the Receiptholders and/or the Couponholders, as the case may be, or to, or to the order of, the Principal Paying Agent in the manner provided in the Paying Agency Agreement shall be satisfaction pro tanto of the covenants by the Guarantors in this Clause contained (and shall be deemed for the purposes of this Clause to have been paid to or to the order of the Trustee) except, in the case of payment to or to the order of the Principal Paying Agent as aforesaid, to the extent that there is default in the subsequent payment thereof to the Noteholders, the Receiptholders or the Couponholders, as the case may be, in accordance with the Conditions. The provisions of Condition 9 shall apply with respect to payments by any of the Guarantors made hereunder;

(ii)

without prejudice to the provisions of paragraph (i) of this sub-clause (A), each of the Guarantors shall, as between the Trustee and itself, be liable as if it were the principal debtor and not merely a surety and none of the Guarantors shall be exonerated or discharged from liability under the Guarantee by time being given to the relevant Issuer or the relevant Guarantors or any of them by the Trustee or by the Noteholders, Receiptholders or Couponholders or any of them, by any other indulgence or concession to the relevant Issuer granted by the Trustee or by the Noteholders, Receiptholders or Couponholders or any of them or by anything done by the Trustee in exercise of any of the trusts, powers, authorities or discretions vested in it by these presents or by anything which the Noteholders, Receiptholders or Couponholders or the Trustee or any of them may omit or neglect to do or by any other dealing or thing which, but for this provision, might operate to exonerate or discharge any of the relevant Guarantors from their covenants herein contained or by the illegality, invalidity or unenforceability of or any defect in the provisions of any Note, Receipt or Coupon or these presents or any of the relevant Issuer’s obligations thereunder or hereunder;

(iii)

the Guarantee is to be a continuing guarantee and accordingly shall remain in operation until all moneys owing in respect of the Notes, the Receipts and the Coupons and under these presents have been paid or satisfied and is in addition to and not in substitution for any other rights which the Trustee or the Noteholders, Receiptholders or Couponholders or any of them may have under or by virtue of these presents and may be enforced without first having recourse to any such rights and without taking any steps or proceedings against the relevant Issuer. In particular, the Guarantee may be enforced on each and every occasion on which default is made by the relevant Issuer in payment notwithstanding that any call under this Guarantee may have been made previously by the Trustee or that any proceedings may have been commenced against any of the relevant Guarantors in respect of sums already due under the Guarantee;

(iv)

the Trustee may from time to time make any arrangement or compromise with the relevant Guarantors or any of them in relation to the Guarantee which the Trustee may think fit;

(v)

the relevant Guarantors or any of them shall not, without the consent of the Trustee, at any time after default has been made by the relevant Issuer in the payment of any moneys payable by the relevant Issuer in respect of the Notes, the Receipts or the Coupons or under or pursuant to these presents and so long as any moneys payable by the relevant Guarantors in respect of such defaulted moneys remain unpaid, exercise in respect of any amounts paid under the Guarantee any right of subrogation or any other right or remedy which may accrue to the relevant Guarantors in respect of or as a result of such payment; and

(vi)

if any payment received by the Trustee or any Noteholder, Receiptholder or Couponholder pursuant to the provisions of these presents shall, on the subsequent bankruptcy or insolvency of the relevant Issuer or the relevant Guarantors or any of them, be avoided under any laws relating to bankruptcy or insolvency, such payment shall not be considered as having discharged or diminished the liability of the relevant Guarantors or any of them, and the Guarantee shall continue to apply as if such payment had at all times remained owing by the relevant Issuer and the relevant Guarantors shall indemnify the Trustee and the Noteholders, Receiptholders and Couponholders, as the case may be, in respect thereof.

(B)

If any moneys shall become payable by any of the Guarantors under the Guarantee, the relevant Issuer shall not, without the consent of the Trustee, so long as such moneys remain unpaid, pay any moneys for the time being due by the relevant Issuer to any of the Guarantors.

(C)

In this Clause 8, the expression “ relevant Issuer ” shall mean the Issuer in respect of which the relevant Guarantors have given their Guarantee.

9.	Application of moneys received by the Trustee

(A)

THE Trustee shall apply all moneys received by it under these presents in respect of the Notes of any Series:

(i)

first, in payment or satisfaction of the reasonable costs, charges, expenses and liabilities incurred by the Trustee in or about the preparation and execution of, or in carrying out the terms of, or enforcing the trusts of these presents (including remuneration of the Trustee);

(ii)

secondly, in or towards payment pari passu and rateably of all arrears of interest remaining unpaid in respect of the Notes of the relevant Series and all principal moneys, redemption amounts and premium (if any) due on or in respect of such Notes; PROVIDED THAT where Notes of more than one Series have become so due and payable, such

moneys shall be applied as between the amounts outstanding in respect of the different Series pari passu and rateably (except where such moneys are paid in respect of a specific Series or several specific Series, in which event such moneys shall be applied solely to the amounts outstanding in respect of that Series or those Series respectively); and

(iii)

thirdly, in payment of the balance (if any) to the relevant Issuer or, in the event that any moneys were received from the relevant Guarantors, to the extent of such moneys, to the relevant Guarantors (provided that the Trustee shall not have regard as to how any such moneys are apportioned between the Guarantors).

Without prejudice to the provisions of this Clause, if the Trustee shall hold any moneys which represent principal, redemption amount, premium or interest in respect of Notes, Receipts or Coupons which have become void under Condition 12, the Trustee shall (subject to no sums being then overdue to the Trustee in respect of any Notes, Receipts or Coupons of any Series and to the payment or provision for the payment or satisfaction of the said costs, charges, expenses and liabilities, including the remuneration of the Trustee) pay the same forthwith to the relevant Issuer (without prejudice to any question as to how such surplus should be dealt with as between the relevant Issuer and any other person for the time being entitled thereto in priority to the relevant Issuer).

(B)

If more than one Series of Notes has become due and payable, the Trustee shall apportion between the relevant Noteholders the payment of the costs, charges, expenses and liabilities referred to in paragraph (i) of sub-clause (A) of this Clause out of moneys received and held upon trust by the Trustee as aforesaid, in such manner and in such amounts as it shall, in its absolute discretion, consider appropriate.

(C)

The Trustee shall give not less than 14 days’ notice to Noteholders in accordance with the Conditions of the day fixed for any payment to the Noteholders under this Clause 9.

10.

Power to retain and invest less than 10 per cent.

IF the amount of the moneys at any time available for payment in respect of the Notes of any Series under Clause 9 shall be less than one-tenth of the principal amount of the Notes of such Series then repayable, the Trustee may, at its discretion, invest such moneys on behalf of the persons entitled thereto under Clause 9 upon some or one of the investments hereinafter authorised with power from time to time, at the like discretion, to vary such investments. The income resulting from such investments shall be applied in accordance with Clause 9. However, upon such income reaching an amount such that, if that amount were added to the investment and any other funds for the time being under the control of the Trustee and applicable for the purpose, the total sum would be sufficient to pay at least one tenth of the principal amount of the Notes of such Series then repayable, then such investment and funds shall also be applied under Clause 9.

11.

Authorised investments

ANY moneys which under the trusts herein contained ought to, or may be, invested by the Trustee may be invested in the name or under the control of the Trustee in any of the investments for the time being authorised by English law for the investment by trustees of trust moneys or in any other investments, whether similar to those aforesaid or not, which may be selected by the Trustee or by placing the same on deposit in the name or under the control of the Trustee with such bank or other financial institution as the Trustee may think fit and in such currency as the Trustee may think fit (in the case of any currency other than the Requisite Currency), with the approval of the relevant Issuer (such approval not to be unreasonably withheld) and the Trustee may at any time vary or transfer any of such investments for or into other such investments, subject to the proviso in Clause 22, neither it nor the relevant Issuer nor the relevant Guarantors shall be responsible for any loss occasioned by reason of any such investments or such deposit whether by depreciation in value, fluctuation in exchange rates or otherwise.

12.

Indemnification of the Trustee upon enforcement

(A)

THE Trustee shall not be bound to take any steps to enforce the performance of any of the provisions of these presents, the Notes, the Receipts or the Coupons unless (i) it shall have been directed to do so by an Extraordinary Resolution or so requested in writing by the Holders of at least one-fourth in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction against all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, charges and expenses which may be incurred by it in connection therewith.

(B)

Should the Trustee take any proceedings against any Issuer and/or any Guarantor:

(i)

proof therein that as regards any specified Note of a particular Series, default has been made in paying any principal, redemption amount, premium and/or, where the same is not paid against presentation of a Note in global form or, as the case may be, a Coupon, interest due in respect of such Note shall (unless the contrary be proved) be sufficient evidence that like default has been made as regards all other Notes of such Series in respect of which a corresponding payment is then due; and

(ii)

proof therein that as regards any specified Coupon appertaining to a Note of a particular Series, default has been made in paying any interest due to the relevant Couponholders shall (unless the contrary be proved) be sufficient evidence that like default has been made as regards all other Coupons appertaining to the Notes of such Series in respect of which a corresponding payment is then due.

13.

Payment to Noteholders, Receiptholders and Couponholders

ANY payment to be made in respect of the Notes of any Series or the Receipts or the Coupons appertaining thereto by the relevant Issuer or relevant Guarantors or the Trustee may be made in the manner provided in the Conditions and any payment so made shall be a good discharge, pro tanto , to such Issuer, or, as the case may be, such Guarantor or the Trustee. Any payment in full of interest made in respect of a Coupon shall extinguish any claim of a Noteholder which may arise directly or indirectly in respect of such interest.

14.

Production of Notes, Receipts and Coupons

UPON any payment to Noteholders, Receiptholders or Couponholders under Condition 8 the Note, Receipt or Coupon in respect of which such payment is made shall, if the Trustee so requires, be produced to the Trustee, or the Paying Agent by or through whom such payment is made and the Trustee shall, in the case of part payment, enface or cause such Paying Agent to enface (other than in the case of a Temporary Global Note or Permanent Global Note in NGN form) a memorandum of the amount and date of payment on such Note, Receipt or Coupon or, in the case of payment in full, shall cancel or procure the same to be cancelled and shall certify or procure the certification of such cancellation but such Paying Agent may, in any particular case, dispense with the production and enfacement of a Note, Receipt or Coupon upon such indemnity being given as it shall reasonably think sufficient.

15.

Covenants by the Issuers and the Guarantors

EACH of the Issuers and the Guarantors (provided that UNUS shall have no liability or obligation under this Clause 15 in respect of any of sub-clauses (B), (C), (E), (R) and (S) below) hereby covenants with the Trustee that, so long as any of the Notes issued or guaranteed by it remains outstanding, it shall:

(A)

at all times maintain, while any Notes are outstanding, a Paying Agent (in accordance with the Conditions) and at all times maintain any other agents (including but not limited to any Calculation Agent) required by the Conditions relating to any outstanding Notes all in accordance with the Conditions;

(B)

maintain a paying agent in a European Union member state that is not obliged to withhold or deduct tax pursuant to any law implementing or complying with, or introduced in order to conform to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26th to 27th November, 2000, PROVIDED THAT under no circumstances shall any Issuer or any Guarantor be obliged to maintain a paying agent in such a European Union member state unless at least one European Union member state does not require a paying agent making payments in that European Union member state to withhold or deduct tax pursuant to such law;

(C)

upon becoming aware of the same, give notice in writing to the Trustee of the occurrence of any Event of Default in relation to it or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default in relation to it;

(D)

within 14 days of any written request by the Trustee and at least once in every year (if practicable at the same time as copies of the balance sheet and accounts mentioned under paragraph (f) below are sent) deliver to the Trustee (i) (in the case of N.V. and PLC) a certificate signed by a director of N.V. or PLC, as the case may be, or some other person duly authorised in that behalf and (ii) (in the case of UJH) a certificate signed by a Representative Director of UJH or some other person duly authorised in that behalf to the effect that to the best of the knowledge, information and belief of such person having made all reasonable enquiries:

(i)

there did not exist as at a date not more than five days prior to the date of the certificate nor had there existed at any other time prior thereto since the date hereof or since the date as of which the last such certificate was given any Event of Default or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate would constitute an Event of Default or, if such an Event of Default or event did then exist or had existed, specifying the same; and

(ii)

during the preceding financial year (or during such period as the Trustee may specify in such request) and since the completion thereof up to the date mentioned in (i) above each of the Issuers and the Guarantors complied in all material respects with its obligations contained in these presents or, if such is not the case, specifying the respects in which it has not so complied;

(E)

so far as permitted by law, at all times give to the Trustee such other information as it shall reasonably require for the purpose of the discharge of the duties and discretions vested in it hereunder or by operation of law;

(F)

send to the Trustee four copies in the English language of every publicly available balance sheet, profit and loss account, report or other notice, statement or circular which is (in each case) issued to its members or stockholders, or as soon as practicable after, the time of the issue thereof;

(G)

so far as permitted by law, at all times execute all such further documents and do all such further acts and things as may be necessary at any time or times to give effect to the terms and conditions of these presents;

(H)

oblige the Principal Paying Agent to notify the Trustee forthwith if it does not on or before the due date for repayment of the Notes of any Series or any of them or the due date for payment of the relevant Receipts and/or the Coupons (if any), receive unconditionally the full amount in the relevant currency of the moneys payable on such due date in respect of all such Notes, Receipts or Coupons, as the case may be;

(I)

as soon as reasonably practicable and before the time of publication send, or procure to be sent, to the Trustee four copies of the form of all notices to be given to Noteholders;

(J)

at all times use their reasonable endeavours to maintain a listing of the Notes on such stock exchange as the Notes are, for the time being, quoted or listed or, if it is unable to do so having used such reasonable endeavours or if the maintenance of such listing is agreed by the Trustee to be unduly onerous, use its reasonable endeavours to obtain and maintain a quotation or listing of the Notes on such other stock exchange or exchanges as they may (with the written approval of the Trustee) decide and shall also use its reasonable endeavours to procure that there will at all times be furnished to any stock exchange on which the Notes are for the time being quoted or listed on the application of the relevant Issuer such information as such stock exchange may require in accordance with its normal requirements or in accordance with any arrangements for the time being made with any such stock exchange;

(K)

not less than 45 days prior to the redemption date in respect of the Notes of any Series give the Trustee notice of the proposed redemption of the Notes pursuant to Condition 7(c) or 7(d);

(L)

comply with its obligations under the Paying Agency Agreement and any other agreement (including but not limited to any Calculation Agency Agreement) appointing other agents for the purpose of the Programme and the Dealer Agreement, and use its reasonable endeavours to procure that (i) the Principal Paying Agent and the relevant Calculation Agent comply with all their respective obligations thereunder; and (ii) in respect of each Temporary Global Note which is a NGN or Permanent Global Note which is a NGN, the ICSDs maintain their records in accordance with the relevant ICSD Direct Agreement;

(M)

if, in accordance with the provisions of Condition 8, interest, principal, premium or other redemption amount in respect of Notes becomes payable at the specified office in the United States of any Paying Agent, promptly give notice thereof to the Noteholders in accordance with Condition 14;

(N)

in the event of the existence of a serious threat as referred to in Clause 5(c) of the Paying Agency Agreement, when satisfactory arrangements pursuant to Clause 5(c) of the Paying Agency Agreement have been put in place, forthwith, unless the Trustee otherwise agrees, give notice to the relevant Noteholders in accordance with Condition 14 of such arrangements;

(O)

furnish a copy of the Procedures from time to time in effect to the Trustee;

(P)

ensure that each Note to be issued or other transaction to be effected hereunder shall comply with all applicable laws and regulations of any governmental or other regulatory authority of the country of any relevant currency for the purposes of any relevant Note and that all necessary consents and approvals of, and registrations and filings with, any such authority in connection therewith are obtained and maintained in full force and effect and copies thereof are supplied promptly to the Trustee;

(Q)

forthwith give notice to the Trustee of the appointment of any new Dealer pursuant to the Dealer Agreement or of any modification to the Dealer Agreement;

(R)

forthwith give notice to the Trustee of the Issuer’s intention to redenominate Notes in accordance with Condition 8C or exchange Notes in accordance with Condition 8D; and

(S)

in the event of any Issuer giving any notice to redenominate the Notes of any Series pursuant to Condition 8C(1) or for the exchange of any Notes of any Series for Notes denominated in euro pursuant to Condition 8D, such Issuer shall (unless the Trustee otherwise agrees in writing), not later than the date on which the redenomination will become effective or, as the case may be, the Notes become exchangeable enter into a deed with the Trustee supplemental to these presents in a form satisfactory to the Trustee which records the terms of any amendments to the Conditions which will arise from such redenomination or exchange and effect any other consequential amendments to these presents which, in the opinion of the Trustee, require to be made to give effect to such redenomination or exchange.

16.

Remuneration of the Trustee

(A)

THE relevant Issuer, failing whom the relevant Guarantors, shall (subject as hereinafter provided) pay to the Trustee such remuneration as shall be agreed from time to time between the Issuers and the Trustee as remuneration for its services as Trustee under these presents. Such remuneration shall, unless otherwise agreed, be deemed to accrue from day to day and shall be paid annually in arrear. At any time after the occurrence of an Event of Default or in the event of the Trustee finding it necessary or being required to undertake any exceptional duties (or duties otherwise outside the scope of the normal duties of the Trustee under these presents) in the performance of its trusteeship under these presents the relevant Issuer, failing whom the relevant Guarantors, shall pay such additional remuneration as shall be agreed between the Trustee and the relevant Issuer (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time). In the event of the Trustee and the relevant Issuer failing to agree upon whether such duties are of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under these presents, or failing to agree upon such increased or additional remuneration, such matters shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the relevant Issuer or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fee of such investment bank being shared equally between the Trustee and the relevant Issuer), and the decision of any such investment bank shall be conclusive and binding on the relevant Issuer, the relevant Guarantors and the Trustee.

(B)

The Trustee shall not be entitled to remuneration in respect of any period after the date on which, all the Notes of any Series having become due for redemption, the redemption moneys (including accrued interest thereon) have

been paid to the Trustee, the Principal Paying Agent or otherwise duly provided for to the satisfaction of the Trustee unless, upon due presentation of any Note, Receipt or Coupon, payment of the moneys due in respect thereof is improperly withheld or refused, in which event remuneration will commence again to accrue.

(C)

In addition to remuneration hereunder the relevant Issuer, failing whom the relevant Guarantors, shall, on written request, pay all other reasonable costs, charges and expenses including travelling expenses which the Trustee may properly incur in relation to the preparation and execution of these presents and the exercise of the powers or the execution of the trusts vested in it by or pursuant to these presents and in any other manner in relation to these presents, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents.

(D)

The relevant Issuer, failing whom the relevant Guarantors, shall indemnify the Trustee (i) in respect of all liabilities and expenses properly incurred by it or any liability or expense properly incurred by any person appointed by it to whom any trust, power, authority or discretion may be delegated by it in the execution or purported execution of the trusts, powers, authorities or discretions vested in it by these presents, provided that in the case of any such delegate the Trustee shall have exercised reasonable care in the selection of such delegate and (ii) against all liabilities, actions, proceedings, costs, claims and demands in respect of any matter or thing properly done or omitted in relation to these presents but shall not be liable to indemnify the Trustee or the Noteholders, Receiptholders or Couponholders, as the case may be, against any income tax (or similar taxes) which the Trustee pays or for which the Trustee is liable to account by reason of fees payable in respect of its acting as Trustee pursuance to these presents.

(E)

All sums payable under sub-clauses (C) and (D) of this Clause shall be payable within 30 days of demand. All sums payable by the relevant Issuer, failing whom the relevant Guarantors, under this Clause shall carry interest at a rate equal to two per cent. per annum over the base rate of National Westminster Bank PLC from time to time from the date 30 days after the date of the same being demanded to the day of payment or (where a demand by the Trustee specifies that payment by the Trustee will be made on an earlier date) from 30 days after such earlier date. If practicable, the Trustee will notify the relevant Issuer, failing which the relevant Guarantors, of any expenditure prior to incurring the same but the absence of such notice shall not deprive the Trustee of the right to be reimbursed by the relevant Issuer or the relevant Guarantors to the same extent as the Trustee would be entitled to if prior notification had been given.

(F)

The relevant Issuer, failing whom the relevant Guarantors, shall in addition pay to the Trustee (if so required) an amount equal to the amount of any value added tax or similar tax properly charged in respect of its remuneration hereunder.

(G)

The Trustee shall be entitled in its absolute discretion to determine in respect of which Series of Notes any costs, charges, expenses or liabilities incurred under these presents have been incurred or to allocate any such costs, charges, expenses or liabilities between the different Series of Notes.

(H)

Unless otherwise specifically stated in any discharge of these presents the provisions of this Clause 16 shall continue in full force and effect notwithstanding such discharge.

(I)

All payments to be made by the relevant Issuer, failing whom the relevant Guarantors, to the Trustee under this Clause 16 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within any relevant jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Obligor shall pay such additional amount as will, after such deduction or withholding has been made, leave the Trustee with the full amount which would have been received by it had no such withholding or deduction been required.

17.

Modifications and Substitution

(A)

THE Trustee may from time to time and at any time without any consent of the Noteholders, the Receiptholders or the Couponholders (or, as the case may be, the Holders of the Notes, Receipts or Coupons of any one or more Series) agree with the relevant Issuer (a) to any modification (other than of the provisos to paragraphs 5 and 6 of the Eighth Schedule hereto or any provision of these presents referred to in those provisos) of these presents which in the opinion of the Trustee is not materially prejudicial to the interests of the Holders of the Notes or, as the case may be, the Holders of the Notes of the relevant Series or (b) to any modification of these presents which is of a formal, minor or technical nature or made to correct a manifest error. Any such modification or any substitution pursuant to sub-clause (B) of this Clause shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee otherwise agrees, the relevant Issuer shall cause any such modification or substitution to be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14.

(B)

The Trustee may, without the consent of the Noteholders, the Receiptholders or the Couponholders (or, as the case may be, the Holders of Notes, Receipts or Coupons of any one or more Series), agree to the substitution (i) in place of the relevant Issuer (or of any previous substitute under this sub-clause (B)) as the principal debtor in respect of the Notes, the Receipts, the Coupons and these presents of any Group Company (incorporated in any such case in any country in the world) or (ii) in place of the relevant Issuer as principal debtor or of any of the relevant Guarantors (or any of the previous substitute under this sub-clause (B)) of any successor in business of the relevant Issuer or, as the case may be,

any such relevant Guarantors or of any previous substitute hereunder (any substitute under this sub-clause being hereinafter in this sub-clause (B) referred to as the “ Substituted Company ”) provided that:

(i)

(a)

a trust deed is executed or some other form of undertaking is given by the Substituted Company to the Trustee, in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the terms of these presents, the Notes, the Receipts and the Coupons, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Substituted Company had been named in these presents and on the Notes, the Receipts and the Coupons as the principal debtor in place of any such relevant Issuer (or of any such previous Substituted Company) or, as the case may be, as a guarantor in place of the relevant Guarantor (or of any such previous Substituted Company);

(b)

the Trustee shall be satisfied that the Substituted Company has obtained all necessary governmental and regulatory approvals and consents necessary for its assumption of the obligations and liability as the principal debtor or, as the case may be, a guarantor under these presents and in respect of the Notes, the Receipts and the Coupons in place of the relevant Issuer or any such relevant Guarantor (or of any such previous Substituted Company);

(c)

in the case of a substitution of a new principal debtor an unconditional and irrevocable guarantee of (a) N.V. and PLC or, (b) where N.V. or PLC becomes the principal debtor, PLC or, as the case may be, N.V. and UNUS (in each case), shall have been given in form and substance satisfactory to the Trustee of the payment of all moneys payable by the Substituted Company under these presents, the Notes, the Receipts and the Coupons;

(d)

the relevant Issuer and the relevant Guarantors (or, where appropriate, any such previous Substituted Company) and the Substituted Company comply with such other requirements as the Trustee may reasonably direct in the interests of the Holders of the Notes of the relevant Series;

(e)

if the directors of the Substituted Company (or other officers acceptable to the Trustee) shall certify to the Trustee that it is solvent at the time at which the said substitution is proposed to be effected, the Trustee may rely absolutely on such certificate and shall not be bound to have regard to its financial condition, profits or prospects or to compare the same with those of the relevant Issuer or such relevant Guarantor (or of any previous Substituted Company); and

(f)

(without prejudice to the generality of sub-paragraphs (a) to (e) inclusive of this paragraph (i)), where the Substituted Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than The Netherlands, the United Kingdom, Japan, the United States or the territory applicable in respect of any previous Substituted Company, undertakings or covenants are given in terms corresponding to the provisions of Condition 9 containing, in substitution for or in addition to (as the case may require) the references to The Netherlands, the United Kingdom, Japan, the United States or such territory, as the case may be, references to the territory or territories in which the Substituted Company is incorporated, domiciled or resident or the taxing jurisdiction of which, or of any authority of or in which, the Substituted Company is otherwise subject generally and in the event of any such undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(c) shall be amended accordingly.

(ii)

Upon the execution of such documents and compliance with the said requirements:

(a)

the Substituted Company shall be deemed to be named in these presents and on the Notes, the Receipts and the Coupons as principal debtor or, as the case may be, as a guarantor in place of the relevant Issuer or such relevant Guarantor (or of any previous Substituted Company) and these presents and the Notes, the Receipts and the Coupons shall thereupon be deemed to be amended in such manner as expressly specified in any supplement to these presents or, failing which, as shall be necessary to give effect to the substitution and the giving of any guarantee; and

(b)

(x) in the case of a valid substitution of any of the Issuers (or any such previous Substituted Company), the relevant Issuer (or any such previous Substituted Company) shall be released from any or all of its obligations under these presents and the Notes, the Receipts and the Coupons, but without prejudice to the obligations of the relevant Guarantors (or the successor company of any such Guarantors) under the Guarantee or their guarantee; and (y) in the case of the valid substitution of any of the Guarantors (or any such previous Substituted Company), the relevant Guarantor (or any such previous Substituted Company) shall be released from all of its obligations under the Guarantee or such guarantee but without prejudice to the obligations of the remaining Guarantors (or the successor

company of any such Guarantors) under the Guarantee or their guarantee. Not later than 15 days after the execution of any such undertaking and guarantee and such other deeds, documents and instruments as aforesaid and compliance with the said requirements of the Trustee, the relevant Issuer or the relevant Guarantor or the previous Substituted Company shall, unless the Trustee agrees otherwise, give notice thereof to the Noteholders in accordance with Condition 14.

(iii)

In connection with any proposed substitution the Trustee may agree, without consent of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) to a change of the law governing the Notes (or, as the case may be, the Notes of the relevant Series) and/or these presents Provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Holders of the Notes (or, as the case may be, the Holders of the Notes of the relevant Series).

(C)

The relevant Issuer, N.V. and PLC each hereby covenants with the Trustee that, so long as any of the Notes, the Receipts or the Coupons is outstanding, it will not, except where the relevant Issuer, N.V. or PLC, as the case may be, is the continuing company, merge into, or transfer all or substantially all of its assets or undertaking to, another company (“ New Company ”) unless, inter alia , a trust deed is executed or some other form of undertaking is given by the New Company in form and manner reasonably satisfactory to the Trustee, agreeing to be bound by the terms of these presents, the Notes, the Receipts and the Coupons, with any consequential amendments which the Trustee may deem appropriate as fully as if the New Company had been named in these presents and on the Notes, the Receipts and the Coupons in place of the relevant Issuer, N.V. or PLC, as the case may be (or of any previous substitute under this Clause), and the following further conditions apply:

(i)

the relevant Issuer, N.V. or PLC, as the case may be (or any previous substitute under this Clause), and the New Company shall comply with such other requirements as the Trustee may reasonably direct in the interests of the Notes of the relevant Series;

(ii)

where the New Company is incorporated, domiciled or resident in, or is otherwise subject generally to the taxing jurisdiction of, or of any authority in, a territory or territories other than, in the case of N.V., The Netherlands, in the case of PLC, the United Kingdom, in the case of UJH, Japan or, in the case of any previous substitute under this Clause, the applicable territory, undertakings or covenants shall be given by the New Company in terms corresponding to the provisions of Condition 9 with the substitution for the references to The Netherlands, the United Kingdom, Japan or such territory, as the case may be, of references to the territory or territories in which the New Company is incorporated, domiciled or resident or to whose taxing jurisdiction it is subject generally and in the event of any such undertaking or covenant being given the provisions of these presents shall be read and construed accordingly and the provisions of parts (i) to (iv) of Condition 7(c) shall be amended accordingly;

(iii)

in the case of the merger of, or transfer by, the relevant Issuer or any previous substitute under this Clause, an unconditional and irrevocable guarantee is given by the relevant Guarantors in form and substance satisfactory to the Trustee of the payment of all moneys payable by the New Company under these presents and the Notes of the relevant Series; and

(iv)

if the directors of the New Company (or other officers acceptable to the Trustee) shall certify to the Trustee that it is solvent at the time at which the said merger or transfer is proposed to be effected, the Trustee may rely absolutely on such certificate and shall not be bound to have regard to the financial condition, profits or prospects of the New Company or to compare the same with those of the relevant Issuer, N.V. or PLC, as the case may be (or of any previous substitute under this Clause).

Any such trust deed or undertaking shall, if so expressed, operate to release the relevant Issuer, N.V. or PLC, as the case may be, or any such previous substitute as aforesaid, from all of its obligations under the Notes, the Receipts, the Coupons and these presents. Not later than 15 days after the execution of any such documents as aforesaid and after compliance with the said requirements of the Trustee, the relevant Issuer, N.V. or PLC, as the case may be, or such previous substitute shall give notice thereof to the Noteholders in accordance with Condition 14. Upon the execution of such documents and compliance with the said requirements the New Company shall be deemed to be named in these presents and on the Notes, the Receipts and the Coupons in place of the relevant Issuer, N.V. or PLC, as the case may be (or of any previous substitute under this sub-clause), under these presents, the Notes, the Receipts and the Coupons, and these presents, the Notes, the Receipts and the Coupons shall be deemed to be amended in such manner as shall be necessary to give effect to the above provisions and without prejudice to the generality of the foregoing references in these presents, in the Notes, the Receipts or in the Coupons to the relevant Issuer, N.V. or PLC, as the case may be, or such previous substitute shall, where the context so requires, be deemed to be references to the New Company.

(D)

In connection with any proposed substitution, merger or transfer as aforesaid, the Trustee shall, without prejudice to the generality of the foregoing, not have regard to the consequences of such substitution, merger or transfer for individual Noteholders of the relevant Series resulting from their being for any purpose domiciled or resident in, otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof.

(E)

N.V. and PLC may, at any time, appoint any Group Company to become an Issuer of Notes in accordance with the following provisions of this sub-clause without the consent of the Noteholders, the Receiptholders or the Couponholders. Any Group Company that is to become an Issuer shall do so under the terms of a supplemental deed in or substantially in the form set out in

the Sixth Schedule or in such other form as may be approved in writing by the Trustee (which shall take effect in accordance with its terms), whereby such Group Company agrees to be bound as an Issuer under these presents and the Paying Agency Agreement. Each of N.V. and PLC undertakes to use all reasonable efforts to procure that all such acts and things are done as may be necessary or desirable to ensure the due execution and delivery of such supplemental deed by each such Group Company and that each such Group Company becomes bound by such provisions of these presents and the Paying Agency Agreement as are expressed to be assumed by it in such supplemental deed. The Trustee shall be entitled to rely on the legal opinions referred to in such supplemental deed but otherwise shall not be bound to enquire into the financial condition of any such Group Company or to make any investigation into, or to satisfy itself in any way in relation to the valid existence of, any such Group Company, its power or capacity to enter into such supplemental deed or to perform its obligations under these presents or the Paying Agency Agreement, the due authorisation, execution or delivery of such supplemental deed or performance of any such obligations by such Group Company, the obtaining of any necessary consents or authorisations for such execution, delivery or performance, the taking of any action (including any necessary registration or filing) required to ensure the enforceability as against such Group Company of any obligations expressed to be assumed by it under these presents or the Paying Agency Agreement.

(F)

If (i) the Trustee does not have actual knowledge or express notice that any Event of Default or any event which, with the lapse of time and/or the giving of notice and/or the issue of a certificate, would constitute an Event of Default has occurred and is continuing and (ii) the relevant Issuer has outstanding Notes issued by it, the Substituted Company (which if not an Issuer shall have become an Issuer pursuant to sub-clause (B) of this Clause) shall have assumed the obligations of such Issuer pursuant to sub-clause (B) of this Clause, the Trustee shall forthwith execute and deliver a supplemental deed in or substantially in the form set out in the Seventh Schedule or in such other form as may be approved by the Trustee whereby such Issuer is released from its covenants and other obligations under these presents.

18.

Redemption, Purchase and Cancellation

(A)

ALL Notes redeemed or purchased by or on behalf of any of the Issuers, the Guarantors or any Group Company together with all unmatured Coupons attached thereto or surrendered therewith (and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith), and all Coupons paid in accordance with and in the manner provided in the Conditions, shall be cancelled forthwith by or on behalf of the relevant Issuer save that the purchaser may elect in the case of Notes so purchased to hold or resell such Notes, together with all unmatured Coupons (or, as the case may be, Receipts) attached thereto. The relevant Issuer shall, within seven days after being so requested in writing by the Trustee, procure that a certificate stating (i) the amounts paid in respect of Notes, Receipts and Coupons so redeemed or paid and cancelled, (ii) the certificate numbers of Notes so redeemed, purchased and cancelled and (iii) the total number and maturity dates of such cancelled

Coupons shall, within such seven day period, be given to the Trustee by the Principal Paying Agent provided, other than where such Notes are represented by a NGN, delivery thereof to the Principal Paying Agent has been made by any such purchaser as soon as reasonably practicable after the date of such redemption, purchase and cancellation or payment (as the case may be). In the case of purchase and/or cancellation of a Temporary Global Note which is a NGN or a Permanent Global Note which is a NGN, the relevant Issuer shall procure, in accordance with the terms of the Paying Agency Agreement, that the Principal Paying Agent instructs the ICSDs to make appropriate entries in their respective records to reflect such purchase and/or cancellation. N.V. or PLC shall, within seven days after being so requested in writing by the Trustee, deliver a certificate in writing signed by a duly authorised signatory thereof setting out the total numbers and aggregate nominal amount of Notes of each Series which up to and including the date of such certificate are held beneficially at such date by the Issuers, the Guarantors or any Group Company, but which have not been cancelled. Such certificates may be accepted by the Trustee as conclusive evidence of:

(a)

repayment or discharge pro tanto of the Notes and of payment of Receipts or Coupons respectively; or

(b)

beneficial ownership of the relevant Notes by the Issuers, the Guarantors or any Group Company.

(B)

The relevant Issuer shall procure that there shall be kept a full and complete record of all Notes, Receipts and Coupons (other than certificate numbers of Coupons) and their redemption, payment, purchase and cancellation and of all replacement Notes, Receipts or Coupons issued in substitution for mutilated, lost, stolen or destroyed Notes, Receipts or Coupons and the relevant Issuer shall further procure that such record shall be made available to the Trustee, within seven days after being so requested in writing by the Trustee.

19.

Noteholders to be treated as holding all Receipts and Coupons

(A)

WHEREVER in these presents the Trustee is required or entitled to exercise a trust, power, authority or discretion by reference to the interests of the Noteholders or any of the same (or, as the case may be, the Holders of the Notes of the relevant Series or any of the same), the Trustee shall assume that each Noteholder is the Holder of all Receipts (or, as the case may be, Coupons) appertaining to each Note of such Series of which he is the Holder.

(B)

Each of the Trustee, the Paying Agents, the relevant Issuer and the relevant Guarantors (whether or not it is overdue and regardless of any notice of ownership or writing thereon, or notice of any previous theft or loss thereof) shall for the purpose of making payments and for all other purposes (save as provided in (ii) below) be entitled to deem and treat:

(i)

the bearer of any Note in global form or Definitive Note or the relative Receipt or Coupon; and

(ii)

in the case of any Notes in global form, for the purpose only of the exercise by the Trustee of all rights, duties, discretions, powers and authorities imposed or conferred on the Trustee which are to be exercised or performed by reference to or in favour of Noteholders but not for any other purpose, each person for the time being shown in the records of an ICSD or any other relevant clearing system as having a particular nominal amount of any Notes in global form credited to his securities account,

as the absolute owner thereof and of all rights thereunder free from encumbrances and shall not be required to obtain proof of such ownership (other than, in the case of any person for the time being so shown in the records of an ICSD or any other relevant clearing system, a certificate or letter of confirmation signed on behalf of an ICSD or the relevant clearing system, or any such certificate or document which may comprise a statement or print-out of electronic records provided by Euroclear’s EUCLID or Clearstream, Luxembourg’s Cedrom System or any other relevant clearing system) as to the identity of the bearer of any Definitive Notes or Coupon.

20.

No notice to Receiptholders or Couponholders

NONE of the relevant Issuer, the relevant Guarantors, nor the Trustee shall be required to give any notice to the Receiptholders or, as the case may be, the Couponholders for any purpose under these presents and the Receiptholders or, as the case may be, the Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with Condition 14.

21.

Trustee may enter into other transactions with N.V., PLC or any of their group companies

NO Trustee and no director or officer of any corporation being a trustee of these presents shall by reason of the fiduciary position of such trustee be in any way precluded from making any contracts or entering into any transactions in the ordinary course of business with N.V. or PLC or any of their respective group companies, whether directly or through any other Group Company or associated company, or from accepting the trusteeship of any other debenture stock, debentures or securities of N.V. or PLC or any of their respective group companies or any company in which N.V., PLC, UJH or UNUS, as the case may be, is interested and without prejudice to the generality of these provisions it is expressly declared that such contracts and transactions may include any contract or transaction in relation to the placing, underwriting, purchasing, subscribing for or dealing with or lending money upon or making payments in respect of the Notes or any other stock, shares, debenture stock, debentures or other securities of N.V. or PLC or any of their respective group companies or any company in which N.V., PLC, UJH or UNUS, as the case may be, is interested or any contract or banking or insurance with N.V. or PLC or any of their respective group companies and neither the Trustee nor any such director or officer shall be accountable to the Noteholders, the Receiptholders or Couponholders or N.V. or PLC or any of their respective group companies for any profit, fees, commissions, interest, discounts or share of brokerage earned, arising or resulting from any such contracts or transactions and the Trustee and any such director or officer shall also be at liberty to retain the same for its or his own benefit.

22.

Provisions supplemental to the Trustee Act 1925 and the Trustee Act 2000 in favour of the Trustee

BY way of supplement to the Trustee Act 1925 and the Trustee Act 2000 (the “ Trustee Acts ”) it is expressly declared as follows:

(A)

the Trustee may in relation to these presents act on the opinion or advice of or a certificate or any information obtained from any lawyer, banker, valuer, surveyor, broker, auctioneer, accountant or other expert in The Netherlands, the United Kingdom, Japan, the United States or elsewhere (whether obtained by the Trustee, N.V., PLC, UJH, UNUS, any Group Company of N.V. or PLC or any Paying Agent) and shall not be responsible for any loss occasioned by so acting; any such opinion, advice, certificate or information may be sent or obtained by letter or facsimile copy and the Trustee shall not be liable for acting on any opinion, advice, certificate or information purporting to be so conveyed although the same shall contain some error or shall not be authentic;

(B)

the Trustee shall be at liberty to accept a certificate signed by (i) any Director or other person duly authorised of N.V. or PLC (as the case may be) (ii) a Representative Director or other person duly authorised of UJH or (iii) the President, any Vice President or the Treasurer or other person duly authorised of UNUS as to any fact or matter prima facie within the knowledge of N.V., PLC, UJH or, as the case may be, UNUS as sufficient evidence thereof and a like certificate to the effect that any particular dealing or transaction or step or thing is, in the opinion of the person so certifying, expedient as sufficient evidence that it is expedient and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any loss that may be occasioned by its failing so to do;

(C)

the Trustee shall (save as expressly otherwise provided herein) as regards all the trusts, powers, authorities and discretions vested in it by these presents or by operation of law have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and, provided it shall not have acted fraudulently, the Trustee shall not be responsible for any loss, costs, damages, expenses or inconvenience that may result from the exercise or non-exercise thereof;

(D)

the Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trust as the Trustee may determine, including for the purpose of depositing with a custodian these presents and all deeds and other documents relating to these presents or the notes of any series, and the Trustee shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it hereunder, or be bound to supervise the proceedings or acts of any such person; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer;

(E)

the Trustee as between itself, the Noteholders, the Receiptholders and the Couponholders shall have full power to determine all questions and doubts arising in relation to any of the provisions of these presents and every such determination, whether made upon a question actually raised or implied in the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee, the Noteholders, the Receiptholders and the Couponholders;

(F)

the Trustee shall not be responsible for acting upon any resolution purporting to have been passed at any meeting of the Noteholders (or, as the case may be, the Noteholders of any Series) in respect whereof minutes have been made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not valid or binding upon the Noteholders, the Receiptholders and/or the relative Couponholders (or, as the case may be, the Noteholders of any Series, the Receiptholders and the Couponholders (if any));

(G)

the Trustee may, in the conduct of the trust business, instead of acting personally, employ and pay an agent on any terms, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money) and the Trustee shall not be responsible for any misconduct on the part of any person appointed by it hereunder or be bound to supervise the proceedings or acts of any such person;

(H)

any trustee being a banker, lawyer, broker or other person engaged in any profession or business shall be entitled to charge and be paid all usual professional and other charges for business transacted and acts done by him or his partner or firm on matters arising in connection with the trusts of these presents and also his reasonable and properly incurred charges in addition to disbursements for all other work and business done and all time spent by him or his partner or firm on matters arising in connection with these presents, including matters which might or should have been attended to in person by a trustee not being a banker, lawyer, broker or other professional person;

(I)

the Trustee shall not be responsible for the receipt or application by the relevant Issuer of the proceeds of the issue of the Notes of any Series, the exchange of any Temporary Global Note for a Permanent Global Note or, as the case may be, Definitive Notes or the exchange of any Permanent Global Note for Definitive Notes or for the delivery of the Definitive Notes to the persons entitled thereto;

(J)

the Trustee shall not be liable to the relevant Issuer or the relevant Guarantors or any Noteholder, Receiptholder or Couponholder by reason of having accepted as valid or not having rejected any Note, Receipt or Coupon purporting to be such and subsequently found to be forged or not authentic;

(K)

the Trustee shall not (unless ordered so to do by a court of competent jurisdiction) be required to disclose to any Noteholder, Receiptholder or Couponholder confidential, financial or other information made available to the

Trustee by any Issuer and/or any Guarantor in connection with these presents and no Noteholder, the Receiptholder or Couponholder shall be entitled to take any action to obtain from the Trustee any such information;

(L)

where it is necessary or desirable for any purpose in connection with these presents to convert any sum from one currency to another it shall (unless otherwise provided by these presents or required by law) be converted at such rate or rates, in accordance with such method and as at such date for the determination of such rate of exchange, as may be specified by the Trustee in its absolute discretion but having regard to current rates of exchange, if available, and any rate, method and date so specified shall be binding on the relevant Issuer, the relevant Guarantors, the Noteholders, the Receiptholders and the Couponholders;

(M)

any consent given by the Trustee for the purposes of these presents may be given on such terms and subject to such conditions (if any) as the Trustee thinks fit;

(N)

whenever in these presents the Trustee is required in connection with any exercise of its powers, trusts, authorities or discretions to have regard to the interests of the Noteholders, (or, as the case may be, the Holders of the Notes of any one or more Series) it shall have regard to the interests of such Noteholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not be obliged to have regard to the consequences of such exercise for any individual Noteholder resulting from his or its being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim from the relevant Issuer or the relevant Guarantors any indemnification or payment in respect of any tax consequence of any such exercise upon any individual Noteholder, Receiptholder or Couponholder;

(O)

the Trustee may call for and shall be at liberty to accept and place full reliance on as sufficient evidence thereof and shall not be liable to any Issuer, any Guarantor or any Noteholder, Receiptholder or Couponholder by reason only of either having accepted as valid or not having rejected an original certificate or letter of confirmation purporting to be signed on behalf of an ICSD or any other relevant clearing system or any form of record made and verified by either of them to the effect that at any particular time or throughout any particular period any particular person is, was or will be shown in its records as having a particular nominal amount of Notes of a particular Series credited to his securities account; and

(P)

no provision of the Trust Deed or the Conditions shall require the Trustee to do anything which may in its opinion be illegal or contrary to applicable law or regulation.

Provided nevertheless that none of the provisions of these presents shall in any case in which the Trustee has failed to show the degree of care and diligence required of it, having regard to the provisions of these presents conferring on the Trustee any powers,

authorities or discretions, relieve or indemnify the Trustee against any liabilities which by virtue of any rule of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it or any of its employees, agents or delegates may be guilty in relation to its duties under these presents.

23.

Disapplication

SECTION 1 of the Trustee Act 2000 shall not apply to the duties of the Trustee in relation to the trusts constituted by these presents. Where there are any inconsistencies between the Trustee Acts and the provisions of these presents, the provisions of these presents shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act.

24.

Trustee entitled to assume due performance

EXCEPT as herein otherwise expressly provided the Trustee shall be and is hereby authorised to assume without enquiry, in the absence of knowledge or express notice to the contrary, that each of the Issuers and the Guarantors is duly performing and observing all the covenants and provisions contained in these presents relating to the Issuers and/or the Guarantors (as the case may be) and on their respective parts to be performed and observed and that no event has happened upon the happening of which any of the Notes of any Series may become repayable.

25.

Waiver

THE Trustee may, without prejudice to its rights in respect of any subsequent breach, condition, event or act, from time to time and at any time, but only if and in so far as in its opinion the interests of the Noteholders (or, as the case may be, the Holders of Notes of the relevant Series) shall not be materially prejudiced thereby, authorise or waive, on such terms and conditions (if any) as shall seem expedient to it, any proposed breach or breach of any of the covenants or provisions contained in these presents or the Notes, the Receipts or Coupons (or, as the case may be, the Notes of such Series and the relative Receipts and/or Coupons) or determine, in relation to any Series, that any condition, event or act which constitutes, or which with the giving of notice and/or the lapse of time and/or the issue of a certificate would constitute, but for such determination, an Event of Default for the purposes of these presents shall not do so PROVIDED ALWAYS THAT the Trustee shall not exercise any powers conferred upon it by this Clause in respect of the Notes of any Series in contravention of any express direction by an Extraordinary Resolution of the Notes of such Series then outstanding (but so that no such direction or request shall affect any authorisation, waiver or determination previously given or made). Any such waiver, authorisation or determination shall be binding on the Noteholders, the Receiptholders and the Couponholders (or, as the case may be, the Holders of the Notes, Receipts and Coupons of such Series) and if, but only if, the Trustee shall so require, shall be notified by the relevant Issuer to the Noteholders (or, as the case may be, the Holders of Notes of such Series) in accordance with Condition 14 as soon as practicable thereafter.

26.

Power to delegate

THE Trustee may, in the execution and exercise of all or any of the trusts, powers, authorities and discretions vested in it by these presents, act by responsible officers or a responsible officer for the time being of the Trustee and the Trustee may also whenever it thinks fit, whether by power of attorney or otherwise, delegate to any person or persons all or any of the trusts, powers, authorities and discretions vested in it by these presents and any such delegation may be made upon such terms and conditions and subject to such regulations (including power to sub-delegate) as the Trustee may think fit in the interests of the Noteholders (or, as the case may be, the Holders of Notes of any one or more Series) and provided that the Trustee shall have exercised reasonable care in the selection of such delegate and subject to the proviso in Clause 22, it shall not be bound to supervise the proceedings and shall not in any way or to any extent be responsible for any loss incurred by any misconduct or default on the part of such delegate or sub-delegate. The Trustee shall give prompt notice to the relevant Issuer of the appointment of any delegate as aforesaid and shall procure that any delegate shall also give prompt notice to the relevant Issuer or any sub-delegate.

27.

Competence of a majority of Trustees

WHENEVER there shall be more than two trustees hereof the majority of such trustees shall (provided such majority includes a trust corporation) be competent to execute and exercise all the trusts, powers, authorities and discretions vested by these presents in the Trustee generally.

28.

Appointment of New Trustees

(A)

THE power of appointing new trustees shall be vested in the Issuers but, subject to sub-clause (B) of this Clause, no person shall be appointed as Trustee in relation to any Series who shall not previously have been approved by an Extraordinary Resolution of the Holders of Notes of that Series. A trust corporation may be appointed sole trustee of the presents but subject thereto there shall be at least two trustees of these presents one at least of which shall be a trust corporation. Any appointment of a new trustee hereof shall as soon as practicable thereafter be notified by the Issuers to the Paying Agents and to the Noteholders. The Noteholders shall together have the power, exercisable by Extraordinary Resolution, to remove any trustee or trustees for the time being of these presents. The removal of any trustee shall not become effective unless there remains a trustee of these presents (being a trust corporation) in office after such removal.

(B)

Notwithstanding the provisions of sub-clause (A) of this Clause, the Trustee may, upon giving prior notice to but without the consent of the Issuers or the Guarantors or the Noteholders, Receiptholders or Couponholders (or, as the case may be, the Holders of Notes, Receipts or Coupons of any one or more Series), appoint any person established or resident in any jurisdiction (whether a trust corporation or not) to act either as a separate trustee or as a co-trustee jointly with the Trustee (i) if the Trustee considers such appointment to be in the interests of the Holders of the Notes of the relevant Series or (ii) for the purposes of conforming to any legal requirements, restrictions or conditions in

any jurisdiction in which any particular act or acts are to be performed. The Issuers hereby irrevocably appoint the Trustee to be their attorney in their name and on their behalf to execute any such instrument of appointment. Such person shall (subject always to the provisions of these presents) have such trusts, powers, authorities and discretions (not exceeding those conferred on the Trustee by these presents) and such duties and obligations as shall be conferred on or imposed by the instrument of appointment (which shall include all relevant obligations which are imposed on the Trustee). The Trustee shall have power in like manner to remove any such person. Such reasonable remuneration as the Trustee may pay to any such person, together with any attributable costs, charges and expenses incurred by it in performing its function as such separate trustee or co-trustee, shall for the purposes of these presents be treated as costs, charges and expenses incurred by the Trustee.

29.

Retirement of Trustees

(A)

ANY Trustee for the time being of these presents may retire at any time upon giving not less than three months’ notice in writing to each Issuer and each Guarantor without assigning any reason and without being responsible for any costs occasioned by such retirement. The retirement of any Trustee shall not become effective unless there remains a trustee of the presents (being a trust corporation) in office after such retirement. Each of the Issuers covenants that in the event of a trustee giving such notice under this Clause it shall use its best endeavours to procure a new trustee to be appointed.

(B)

Where there are outstanding separate Series of Notes constituted by this Deed the powers conferred upon the Issuers and the Guarantors, the Noteholders and the Trustee by Clause 28 and sub-clause (A) of this Clause 29 shall, at the discretion of the person exercising such power, be capable of being exercised, and shall be effective where so expressed to be exercised, to enable a new trustee to be appointed, a trustee to be removed, a trustee to retire and a separate trustee or co-trustee to be appointed separately in relation to each such separate Series of Notes as aforesaid, and “ Trustee ” as used in this Deed shall be construed accordingly. In the event of the foregoing provisions of this sub-clause (B) resulting in there being more than one Trustee at any one time, executed originals of this Deed and all other original documentation shall be held by or to the order of The Law Debenture Trust Corporation p.l.c. if still trustee of any of the said separate Series of the Notes, or by such one of the trustees as the Issuers or Guarantors may, subject to any contrary direction of the Noteholders of the relevant Series by Extraordinary Resolution, from time to time designate.

30.

Powers of the Trustee are additional

THE powers conferred by these presents upon the Trustee shall be in addition to any powers which may from time to time be vested in it by general law or as the Holder of any of the Notes, Receipts or Coupons.

31.

Currency Indemnity

(A)

IF a judgment or order is rendered by a court of any particular jurisdiction for the payment of any amounts owing to the Trustee or any of the Noteholders, Receiptholders or, as the case may be, Couponholders under these presents or any of the Notes, Receipts or Coupons or under a judgment or order of a court of any other jurisdiction in respect thereof or for the payment of damages in respect of either thereof and any such judgment or order is expressed in a currency (in this Clause referred to as the “ Judgment Currency ”) other than the currency in which such amounts are so owing (the “ relevant currency ”) and the Trustee or the Noteholders, Receiptholders or, as the case may be, Couponholders do not have an option to have such judgment or order of such court expressed in the relevant currency, the relevant Issuer (failing which the relevant Guarantors) shall be liable, as a separate and independent obligation, to indemnify and hold the Trustee and the Noteholders, Receiptholders and Couponholders harmless against any deficiency arising or resulting from any variation between (1) the rate of exchange applied in converting any amount expressed in the relevant currency into the Judgment Currency for the purposes of such judgment or order and (2) the rate of exchange of the Judgment Currency for the relevant currency as at the date or dates of discharge of the said judgment or order.

(B)

If as a result of any judgment expressed in a Judgment Currency as is referred to in sub-clause (A) of this Clause and a variation in rates of exchange as therein mentioned the amount received by the Trustee, if converted on the date of payment into the relevant currency, would yield a sum in excess of the sum (expressed in the relevant currency) due to the Trustee, the Trustee shall hold such excess to the order of the relevant Issuer.

32.

Notices

ANY notice or demand to any Issuer, or any Guarantor or the Trustee or any approval or certificate of the Trustee required to be given, made or served for any purpose of these presents shall be given, made or served by sending the same by pre-paid post (first-class if inland, airmail if overseas), telex or by facsimile copy or by delivering the same by hand as follows:

(i)

if to Unilever N.V.:


Address:		Weena 455
		3013 AL Rotterdam
		The Netherlands
Fax:		+31 10 217 4287
Attention:		Group Secretary

(ii)

if to Unilever PLC:


Address:		Unilever House
		100 Victoria Embankment
		London EC4Y 0DY
Fax:		+44 20 7822 6108
Attention:		Group Secretary

(iii)

if to Unilever Japan Holdings K.K.


Address:		Nakameguro GT Tower
		1-1, Kamimeguro 2-chome
		Meguro-ku
		Tokyo 153-8578
		Japan
Fax:		+81 3 3719 4462
Attention:		Treasury

(iv)

if to Unilever United States, Inc.


Address:		700 Sylvan Avenue, Englewood Cliffs, New Jersey 07632
		United States of America
Fax:		+1 (201) 894 2775
Attention:		General Counsel

(v)

if to the Trustee to:


Address:		Fifth Floor
		100 Wood Street
		London EC2V 7EX
Fax:		+44 20 7606 0643
Attention:		The Manager, Commercial Trusts

or at such other address as shall have been notified (in accordance with this Clause) by the party in question to the other parties hereto for the purposes of this Clause and any notice sent by post as provided in this Clause shall be deemed to have been given, made or served 48 hours (in the case of inland post) or 14 days (in the case of overseas post) after despatch, any notice sent by telex as provided in this Clause shall be deemed to have been given, made or served at the time the answerback is received and any notice sent by facsimile copy as provided in this Clause shall be deemed to have been given, made or served upon receipt in complete and legible form. A notice given under this Trust Deed but received on a day which is not a Business Day (as defined in the Fourth Schedule to this Trust Deed) or after business hours in the place of receipt will only be deemed to be given on the next Business Day in that place. In the case of a notice or demand to any Issuer, a copy of such notice or demand shall, in addition, be given, made or served hereunder to each of the Guarantors.

33.

Contracts (Rights of Third Parties) Act 1999

THE parties to this Trust Deed do not intend that any term of this Trust Deed should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Trust Deed.

34.

Governing Law

THESE presents, the Notes, the Receipts and the Coupons, and any non-contractual obligations arising out of or in connection with them, shall be governed by, and construed in accordance with, English law and, in relation to all claims arising hereunder, whether contractual or non-contractual, N.V., UJH and UNUS severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings arising hereunder (together referred to as “ Proceedings ”) may be brought in such courts save that, in respect of Notes, Receipts and Coupons issued under this Trust Deed which are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Final Terms that such Notes are to be listed on the SIX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes, Receipts or Coupons that the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. Nothing contained in this Clause shall limit any right to take Proceedings against N.V., UJH, UNUS or PLC in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of N.V., UJH and UNUS irrevocably agrees that any Proceedings in England or any demand or any notice in respect of Notes may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 for the time being of PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of PLC or such other official of PLC as N.V., UJH or, as the case may be UNUS may have notified in writing to the Trustee and the Trustee shall from time to time have approved.

IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.

THE FIRST SCHEDULE

Form of Temporary Global Note


Series Number: [ ]				Serial Number: [ ]

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

THIS GLOBAL NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

[PAYMENT OF INTEREST ON THE NOTES TO A RESIDENT OF JAPAN OR A JAPANESE CORPORATION (EXCEPT FOR A FINANCIAL INSTITUTION DESIGNATED BY THE CABINET ORDER RELATING TO THE SPECIAL TAXATION MEASURES LAW OF JAPAN WHICH HAS COMPLIED WITH THE REQUIREMENTS UNDER ARTICLE 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN), OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION FOR JAPANESE TAX PURPOSES (A “NON-RESIDENT HOLDER”) WHO OR WHICH IS A PERSON HAVING A SPECIAL RELATIONSHIP (AS DESCRIBED IN ARTICLE 3-2-2, PARAGRAPHS 5 THROUGH 7 OF THE CABINET ORDER) WITH THE ISSUER (A “SPECIALLY-RELATED PERSON OF THE ISSUER”) WILL BE SUBJECT TO JAPANESE INCOME TAX ON THE AMOUNT SPECIFIED IN SUB-PARAGRAPHS (A) OR (B) BELOW, AS APPLICABLE:

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

¹	Include bracketed language on all Notes with maturities of more than 365 days.

(B)

IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL INSTRUMENTS FIRM (WHICH HAS COMPLIED WITH THE JAPANESE TAX EXEMPTION REQUIREMENTS) THROUGH ITS PAYMENT HANDLING AGENT IN JAPAN AS PROVIDED IN ARTICLE 3-3, PARAGRAPH 6 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6.] ¹

[NAME OF ISSUER]

(incorporated in ² [ ] with limited liability)

TEMPORARY GLOBAL NOTE

representing up to

[Aggregate principal amount of Series]

[Title of Notes]

irrevocably and unconditionally guaranteed by

³ [ ]

This Temporary Global Note is issued in respect of [ principal amount of Temporary Global Note ] in principal amount of an issue of [ aggregate principal amount of Series ] in aggregate principal amount of [ title of Notes ] (the “ Notes ”) by [ NAME OF ISSUER ] (the “ Issuer ”) and has the benefit of the guarantee of [ ] ( the “ Guarantors ”) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22 ^nd July, 1994 (the “ Trust Deed ”, which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantors and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. (the “ Trustee ”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of Notes from time to time).

The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) and the final terms or the pricing supplement (as applicable) (the “ Final Terms ”) prepared in relation to the Notes to pay to the bearer upon surrender hereof on [ maturity date ] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Conditions] ⁴ or on such earlier date as the same may become payable in accordance therewith the principal sum of [ denomination in words and numerals ] [(as reduced from time to time in accordance with the Conditions)] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein] all subject to and in accordance with the Conditions.

¹	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

²	Insert jurisdiction of incorporation of Issuer and, if Unilever N.V. is Issuer, include “and having its corporate seat in Rotterdam, The Netherlands”.

³	Insert name of Guarantors.

⁴	Insert only where Notes are Instalment Notes.

If the relevant Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this Temporary Global Note shall be aggregate amount from time to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together, the “ ICSDs ”). The records of the ICSDs (which expression in this Temporary Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Notes represented by this Temporary Global Note) shall be conclusive evidence of the nominal amount of Notes represented by this Temporary Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes represented by this Temporary Global Note at any time shall be conclusive evidence of the records of such ICSD at that time.

If the relevant Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Temporary Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto.

Except as specified herein, the bearer of this Temporary Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Temporary Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes.

On or after the date (the “ Exchange Date ”) which is 40 days after the original issue date of the Notes, upon notice being given to the Principal Paying Agent, not earlier than the Exchange Date in substantially the form set out in Annex 1 hereto, by an ICSD acting on the instructions of any holder of an interest in this Temporary Global Note, this Temporary Global Note is exchangeable in whole or in part for, as specified in the relevant Final Terms, either (a) either, if the relevant Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, interests recorded in the records of the ICSDs in a Permanent Global Note or, if the relevant Final Terms indicated this Temporary Global Note is not intended to be a New Global Note, a permanent global note (the “ Permanent Global Note ”) representing the Notes and in substantially the form (subject to completion) set out in the Second Schedule to the Trust Deed or (b) definitive notes (“ Definitive Notes ”) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed.

On an exchange of the whole of this Temporary Global Note, this Temporary Global Note shall be surrendered to or to the order of Deutsche Bank AG, London Branch as principal paying agent (the “ Principal Paying Agent ”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such at its specified office in relation to the Notes). The Issuer shall procure that:

(a)

if the relevant Final Terms indicates that this Temporary Global Note is intended to be a New Global Note and this Temporary Global Note is to be exchanged for a Permanent Global Note, on an exchange of the whole or part only of this Temporary Global Note, details of such exchange shall be entered pro rata in the records of the ICSDs such that the nominal amount of Notes represented by this Temporary Global Note shall be reduced by the nominal amount of this Temporary Global Note so exchanged; or

(b)	if the relevant Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note or if the relevant Final Terms indicate that this Temporary Global

Note is intended to be a New Global Note and this Temporary Global Note is to be exchanged for Definitive Notes, on an exchange of part only of this Temporary Global Note details of such exchange shall be entered by or on behalf of the Issuer in the Schedule hereto, whereupon the nominal amount of this Temporary Global Note and the Notes represented by this Temporary Global Note shall be reduced by the nominal amount of this Temporary Global Note so exchanged. On any exchange of this Temporary Global Note for a Permanent Global Note, details of such exchange shall be entered by or on behalf of the Issuer in the Schedule to the Permanent Global Note.

If interests in a Temporary Global Note are exchanged for a Permanent Global Note as provided above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes, as provided above.

[Payments of interest otherwise falling due before the Exchange Date will be made only:

(a)	upon presentation of the Temporary Global Note to the Principal Paying Agent at its specified office in relation to the Notes provided that no such presentation shall be required if the relevant Final Terms indicates that this Temporary Global Note is intended to be a New Global Note; and

(b)

upon or to the extent of delivery to the Principal Paying Agent of a certificate or certificates issued by Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme or the operator of any other relevant clearing system and dated not earlier than the relevant interest payment date in substantially the form set out in Annex II hereto.]

[On any occasion on which a payment of interest is made in respect of this Temporary Global Note, the Issuer shall procure that either:

(a)	if the relevant Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, details of such payment shall be entered in the records of the ICSDs; or

(b)	if the relevant Final Terms indicate that this Temporary Global Note is not intended to be a New Global Note, the same is noted on the Schedule hereto.]

On any occasion on which a payment of principal or redemption amount is made in respect of this Temporary Global Note or on which Notes represented by this Temporary Global Note are to be cancelled, the Issuer shall procure that:

(a)

if the relevant Final Terms indicates that this Temporary Global Note is intended to be a New Global Note, details of such payment, redemption or cancellation (as the case may be) shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by this Temporary Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed and cancelled or by the aggregate amount of the Notes in respect of which such payment is made (or, in the case of partial payment, the corresponding part thereof); and

(b)

if the relevant Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note, (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Temporary Global Note (which shall be the previous principal amount hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Temporary Global Note shall for all purposes be as most recently so noted.

Payments due in respect of Notes for the time being represented by this Temporary Global Note shall be made to the bearer of this Temporary Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

This Temporary Global Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and will be construed in accordance with, English law.

[The Issuer has, in the Trust Deed, agreed, for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“ Proceedings ”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law preclude the taking of proceedings in any other jurisdiction.] ¹

[The Issuer has, in the Trust Deed, agreed, for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“ Proceedings ”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts, save that in respect of Notes issued under the Trust Deed which are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Final Terms that such Notes are to be listed on the SIX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes that the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. The

¹	Insert where Issuer is not incorporated in England and Wales.

Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.] ¹

This Temporary Global Note shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as Principal Paying Agent and, if the relevant Final Terms indicate that this Temporary Global Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper by the ICSDs.

AS WITNESS the manual signature[s] of [two directors] ² [a duly authorised officer] on behalf of the Issuer.


[ NAME OF ISSUER ]

By:		[manual signature] ³ and [ second signatory where appropriate ]
		( duly authorised )

ISSUED in London as of [ ] [ ]


AUTHENTICATED for and on behalf of
DEUTSCHE BANK AG, LONDON BRANCH
as Principal Paying Agent without recourse, warranty or liability

By:		[manual signature]
		( duly authorised )

¹	Insert where Notes are denominated in Swiss Francs and are to be listed on the SIX Swiss Exchange.

²	Applicable where Issuer is Unilever N.V.

³	If the Issuer is Unilever N.V., include the name and the title of each signatory.

[ EFFECTUATED without

recourse, warranty or liability by

as common safekeeper

By: [manual signature] ¹

Effectuation is only required if this Temporary Global Note is a New Global Note (i) which is intended to be a Eurosystem-eligible New Global Note, as specified in the relevant Final Terms or (ii) in respect of which the Issuer has instructed the Principal Paying Agent that effectuation is to be applicable.

THE SCHEDULE ¹

Payments, Delivery of Definitive Notes,

Exchange for Permanent Global Note and Cancellation of Notes

Date of payment, delivery or cancellation

Amount of
interest then
paid

Amount of principal
or, as the case may
be, redemption
amount then paid

Aggregate
principal amount
of Definitive then
delivered

Aggregate
principal
amount of this
Temporary
Global Note
then exchanged
for the
Permanent
Global Note

Aggregate
principal
amount of
Note then
cancelled

Remaining
principal
amount of this
Temporary
Global Note

Authorised
Signatory

¹	This Schedule should only be completed where the relevant Final Terms indicates that this Temporary Global Note is not intended to be a New Global Note.

ANNEX I

[Form of certificate to be given in relation to exchanges of this Temporary Global Note for the Permanent Global Note or Definitive Notes:]

[ NAME OF ISSUER ]

[ Aggregate principal amount and title of Notes ]

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organisations ”) substantially to the effect set forth in the Trust Deed dated 22 ⁿ ^d July, 1994 as amended, restated or supplemented from time to time, as of the date hereof [ ] principal amount of the above-captioned Securities (i) is owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trusts (“ United States persons ”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“ financial institutions ”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “ acquired through ” and “ holding through ” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), or (iv) is beneficially owned either by non-U.S. persons or U.S. persons who purchased such securities in a transaction that did not require registration under the U.S. Securities Act of 1933 (the “ Securities Act ”) (terms used in this clause (iv) shall have the meanings assigned to them in Regulation S under the Securities Act) or state securities laws, and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i), (ii) or (iv)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We further certify (i) that we are not making available herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) any portion of the temporary global security excepted in such certifications and (ii) that as of the date hereof we have not received any notification from any of our Member Organisations to the effect that the statements made by such Member Organisations with respect to any portion of the part submitted herewith for exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true and cannot be relied upon as at the date hereof.

As used herein, “ United States ” means the United States of America (including the States and the District of Columbia); and its “ possessions ” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We understand that this certification is required in connection with certain tax laws and, if applicable, certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certification is or would be relevant, we irrevocably authorise you to produce this certification to any interested party in such proceedings.


Dated: ¹ [ ]

[ Euroclear Bank S.A./N.V./ Clearstream Banking, société anonyme]

By:		[authorised signature]

¹	To be dated not earlier than the Exchange Date.

ANNEX II

[Form of certificate to be given in relation to payments of interest

falling due before the Exchange Date:]

[ NAME OF ISSUER ]

[ Aggregate principal amount and title of Notes ]

This is to certify that, based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organisations appearing in our records as persons being entitled to a portion of the principal amount set forth below (our “ Member Organisations ”) substantially to the effect set forth in the Trust Deed dated 22nd July, 1994, as of the date hereof [ ] principal amount of the above-captioned Securities (i) is owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trust (“ United States persons ”), (ii) is owned by United States persons that (a) are foreign branches of United States financial institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“ financial institutions ”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “ acquired through ” and “ holding through ” and described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution has agreed, on its own behalf or through its agent, that we may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institutions for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.


Dated: ¹ [ ]

[ Euroclear Bank S.A./N.V./ Clearstream Banking, société anonyme ]

By:		[authorised signature]

¹	To be dated not earlier than the relevant interest payment date.

ANNEX III

[Form of account-holder’s certification referred to in preceding certificates:]

[ NAME OF ISSUER ]

[ Aggregate principal amount and title of Notes ]

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by persons that are not (a) citizens or residents of the United States, (b) domestic partnerships, (c) domestic corporations or other entities taxable as corporations, (d) estates, the income of which is subject to United States federal income taxation regardless of its source, or (e) trusts if they (x) are subject to the primary supervision of a court within the United States and one or more “United States persons” within the meaning of the Internal Revenue Code of 1986, as amended, have the authority to control all of each such trust’s substantial decisions or (y) have made a valid election under applicable Treasury Regulations to be treated as domestic trust (“ United States persons ”), (ii) are owned by United States person(s) that (a) are foreign branches of a United States financial institution (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) (“ financial institutions ”)) purchasing for their own account or for resale, or (b) acquired the Securities through and are holding through on the date hereof (as such terms “ acquired through ” and “ holding through ” are described in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(6)) foreign branches of United States financial institutions (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the issuer’s agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the Securities is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)) this is further to certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Securities held by you for our account in accordance with your operating procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certification excepts and does not relate to [ ] of such interest in the above Securities in respect of which we are not able to certify and as to which we understand exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or collection of any interest) cannot be made until we do so certify.


Dated: ¹ [ ]

[Account-holder] as or as agent for the beneficial owner of the Notes.

By:		[authorised signature]

¹	To be dated not earlier than 15 days before the Exchange Date or, as the case may be, the relevant interest payment date.

THE SECOND SCHEDULE

Form of Permanent Global Note


Series Number: [ ]				Serial Number: [ ]

[ANY UNITED STATES PERSON WHO (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

¹	Include bracketed language on all Notes will maturities of more than 365 days.

(B)

[NAME OF ISSUER]

( incorporated in ² [ ] with limited liability )

PERMANENT GLOBAL NOTE

in respect of

[ principal amount of Global Note ]

representing up to

[ Aggregate principal amount of Series ]

[ Title of Notes ]

unconditionally and irrevocably guaranteed by

³ [ ]

This Permanent Global Note is issued in respect of [ principal amount of Permanent Global Note ] in principal amount of an issue of [ aggregate principal amount of Series ] in aggregate principal amount of [ title of Notes ] (the “ Notes ”) by [ NAME OF ISSUER ] (the “ Issuer ”) and has the benefit of the guarantee (the “ Guarantee ”) of [ ] (the “ Guarantors ”) contained in the Trust Deed as defined below. The Notes are constituted by a trust deed dated 22nd July, 1994 (the “ Trust Deed ”, which expression shall include any amendments or supplements thereto) made between the Issuer and the other parties named therein as issuers, the Guarantor[s] and the other parties named therein as guarantors and The Law Debenture Trust Corporation p.l.c. as trustee (the “ Trustee ”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such for the holders of the Notes from time to time).

The Issuer for value received promises, all in accordance with the Conditions (as defined in the Trust Deed) of the Notes and the final terms or the pricing supplement (as applicable) (the “ Final Terms ”) prepared in relation to the Notes, to pay to the bearer upon surrender hereof on [ maturity date ] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Conditions] ⁴ or on such earlier date as the same may become payable in

¹	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

²	Insert jurisdiction of incorporation of Issuer and, if Unilever N.V. is Issuer, include “and having its corporate seat in Rotterdam, The Netherlands”.

³	Insert name of Guarantors.

⁴	Insert only where Notes are Instalment Notes.

accordance therewith the principal sum of [ denomination in words and numeral ] [(as reduced from time to time in accordance with the Conditions)] or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on such principal amount at the rate or rates specified therein], all subject to and in accordance with the Conditions.

If the relevant Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, the nominal amount of Notes represented by this New Global Note shall be aggregate amount from time to time entered in the records of both Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together, the “ ICSDs ”). The records of the ICSDs (which expression in this Permanent Global Note means the records that each ICSD holds for its customers which reflect the amount of such customers’ interests in the Notes represented by this Permanent Global Note) shall be conclusive evidence of the nominal amount of Notes represented by this Permanent Global Note and, for these purposes, a statement issued by an ICSD stating the nominal amount of Notes represented by this Permanent Global Note at any time shall be conclusive evidence of the records of such ICSD at that time.

If the relevant Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, the nominal amount of the Notes represented by this Permanent Global Note shall be the amount stated in the applicable Final Terms or, if lower, the nominal amount most recently entered by or on behalf of the Issuer in the relevant column in the Schedule hereto.

The bearer of this Permanent Global Note is entitled to the benefit of the same obligations on the part of the Issuer as if such bearer were the bearer of the Notes represented hereby, and all payments under and to the bearer of this Permanent Global Note shall be valid and effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes.

If so specified in the relevant Final Terms, this Permanent Global Note is exchangeable in whole (but not in part only) for definitive Notes (“ Definitive Notes ”) in substantially the form (subject to completion) set out in the Third Schedule to the Trust Deed upon the exercise of the relevant option by the bearer hereof and, unless otherwise specified in the relevant Final Terms, at the cost of the Issuer. In order to exercise such option, the bearer hereof must, not less than forty-five days before the date upon which the delivery of such Definitive Notes is required, deposit this Permanent Global Note with Deutsche Bank AG, London Branch as principal paying agent (the “ Principal Paying Agent ”), which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such) at its specified office with the form of exchange endorsed hereon duly completed. This Permanent Global Note will, in any event, be exchangeable in whole, but not in part, (at the cost of the Issuer) for Definitive Notes if any Note becomes due and repayable following an Event of Default (as defined in Condition 10A) and is not duly redeemed (and the funds required for such redemption are not available to the Principal Paying Agent for the purposes of affecting such redemption) by 6.00 p.m. (London time) on the thirtieth day after the time at which such Notes become immediately redeemable, or if either Euroclear Bank S.A./N.V. or Clearstream Banking société anonyme or the operator of any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holidays) or should announce an intention permanently to cease business, and it shall not be practicable to transfer the Notes to another clearing system within 90 days.

[On any occasion on which a payment of interest is made in respect of this Permanent Global Note, the Issuer shall procure that either:

(a)	if the relevant Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such payment shall be entered in the records of the ICSDs; or

(b)	if the relevant Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, the same is noted on the Schedule hereto.]

On any occasion on which a payment of principal or redemption amount is made in respect of this Permanent Global Note or on which this Permanent Global Note is exchanged as aforesaid or on which any Notes represented by this Permanent Global Note are to be cancelled, the Issuer shall procure that:

(a)

if the relevant Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such payment, redemption, exchange or cancellation (as the case may be) shall be entered pro rata in the records of the ICSDs and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the ICSDs and represented by this Permanent Global Note shall be reduced by the aggregate nominal amount of the Notes so redeemed and cancelled or by the aggregate amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof); and

(b)

if the relevant Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, (i) the aggregate principal amount of the Notes in respect of which such payment is made (or, in the case of a partial payment, the corresponding part thereof) or which are delivered in definitive form or which are to be cancelled and (ii) the remaining principal amount of this Permanent Global Note (which shall be the previous principal amount hereof less the amount referred to at (i) above) are noted on the Schedule hereto, whereupon the principal amount of this Permanent Global Note shall for all purposes be as most recently so noted.

Payments due in respect of Notes for the time being represented by this Permanent Global Note shall be made to the bearer of this Permanent Global Note and each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries referred to above shall not affect such discharge.

Insofar as the Temporary Global Note by which the Notes were initially represented has been exchanged in part only for this Permanent Global Note and is then to be further exchanged as to the remaining principal amount or part thereof for this Permanent Global Note, then upon presentation of this Permanent Global Note to the Principal Paying Agent at its specified office in relation to the Notes and to the extent that the aggregate principal amount of such Temporary Global Note is then reduced by reason of such further exchange, the Issuer shall procure that:

(a)	if the applicable Final Terms indicates that this Permanent Global Note is intended to be a New Global Note, details of such exchange shall be entered in the records of the ICSDs; or

(b)

if the applicable Final Terms indicates that this Permanent Global Note is not intended to be a New Global Note, details of such exchange shall be entered by or on behalf of the Issuer in the Schedule hereto. Upon any such exchange, the nominal amount of the Notes represented by this Permanent Global Note shall be increased by the nominal amount of the Notes so exchanged.

This Permanent Global Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and will be construed in accordance with, English law.

[The Issuer has, in the Trust Deed, agreed for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action, proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“ Proceedings ”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or the holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.] ¹

[The Issuer has, in the Trust Deed, agreed for the benefit of the Trustee and the Holders of the Notes that the courts of England shall have jurisdiction to hear and determine any suit, action, proceedings which may arise out of or in connection with the Trust Deed or the Notes (including a claim or dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed or the Notes) (“ Proceedings ”) and, for such purposes, irrevocably submitted to the jurisdiction of such courts, save that, in respect of Notes issued under the Trust Deed which are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Final Terms that such Notes are to be listed on the SIX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes that the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. The Issuer has, in the Trust Deed, agreed that the process by which any Proceedings in England are begun may be served on it by being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed of Unilever PLC. Nothing contained herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law. The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Trustee or the Holders of the Notes or any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.] ²

¹	Insert where Issuer is not incorporated in England or Wales.

²	Insert where Notes are denominated in Swiss Francs and are to be listed on the SIX Swiss Exchange.

This Permanent Global Note shall not be valid for any purpose until authenticated for and on behalf of Deutsche Bank AG, London Branch as Principal Paying Agent and, if the relevant Final Terms indicate that this Permanent Global Note is intended to be a New Global Note (i) which is intended to be held in a manner which would allow Eurosystem eligibility or (ii) in respect of which the Issuer has notified the Principal Paying Agent that effectuation is to be applicable, effectuated by the entity appointed as common safekeeper by the ICSDs.

AS WITNESS the manual signature[s] of [two directors] ¹ [a duly authorised officer] on behalf of the Issuer.


[NAME OF ISSUER]

By:		[manual signature] ² and [ second signatory where appropriate ]
( duly authorised )

ISSUED in London as of [ ] [ ]


AUTHENTICATED for and on behalf of
Deutsche Bank AG, London Branch as Principal Paying Agent without recourse, warranty or liability

By:		[manual signature]
( duly authorised )


[ EFFECTUATED without
recourse, warranty or liability by


as common safekeeper

By:		[manual signature] ³

¹	Applicable where Issuer is Unilever N.V.

²	If the Issuer is Unilever N.V., include the name and the title of each signatory.

Effectuation is only required if this Permanent Global Note is a New Global Note (i) which is intended to be a Eurosystem-eligible New Global Note, as specified in the relevant Final Terms or (ii) in respect of which the Issuer has instructed the Principal Paying Agent that effectuation is to be applicable.

EXCHANGE NOTICE

, being the bearer of this Permanent Global Note at the time of its deposit with the Principal Paying Agent at its specified office for the purposes of the Notes, hereby exercises the option to have this Permanent Global Note exchanged in whole for Notes in definitive form and directs that such Notes in definitive form be made available for collection by it from the Principal Paying Agent’s specified office.

By:

( duly authorised )

THE SCHEDULE ¹

Payments, Delivery of Definitive Notes, further exchanges

of the Temporary Global Note and Cancellation of Notes

Date of payment, delivery, further
exchange of Temporary Global Note or
cancellation

Amount of
interest then paid

Amount of
principal or, as
the case may be,
redemption
amount then paid

Aggregate
principal amount
of Definitive then
delivered

Aggregate
principal amount
of further
exchanges of
Temporary Global
Note

Current principal
amount of this
Permanent Global
Note

Authorised
Signatures

¹	The Schedule should only be completed where the relevant Final Terms indicates that this Global Note is not intended to be a New Global Note.

THE THIRD SCHEDULE

Form of Definitive Note

PART A

[On the face of the Notes:]

[Denomination]

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED HEREIN HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

¹	Include bracketed language on all Notes with maturities of more than 365 days.

(B)

[UNILEVER N.V., a company having its corporate seat in Rotterdam, The

Netherlands/UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ³

[Aggregate principal amount of Series]

[Title of Notes]

unconditionally and irrevocably guaranteed by

[UNILEVER PLC AND UNILEVER UNITED STATES, INC. on a joint and several basis /UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands AND UNILEVER UNITED STATES, INC. on a joint and several basis/UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands AND UNILEVER PLC on a joint and several basis] ³

This [ title of Notes ] forms one of a series of [ title of Notes ] (the “ Notes ”) in an aggregate principal amount of [insert aggregate principal amount of series] issued by [Unilever N.V./Unilever PLC/Unilever Japan Holdings K.K.] ³ as issuer (the “ Issuer ”) and has the benefit of the guarantee of [Unilever PLC and Unilever United States, Inc./ Unilever N.V. and Unilever United States, Inc./Unilever N.V. and Unilever PLC] ³ (the “ Guarantors ” contained in the trust deed defined below) on a joint and several basis and is issued pursuant to a trust deed (the “ Trust Deed ” which expression shall include any amendments or supplements thereto) dated 22nd July 1994 and made between, inter alios , the Issuer and the other companies named therein as issuers, the Guarantors and The Law Debenture Trust Corporation p.l.c., as trustee.

The Issuer for value received promises, all in accordance with the terms and conditions [endorsed hereon/attached hereto/incorporated by reference herein] and the Final Terms referred to therein and prepared in relation to the Notes and the Trust Deed, to pay to the bearer upon surrender hereof on [maturity date] [by [ ] [equal] successive [semi-annual/quarterly/other] instalments on the dates specified in the Final Terms] ⁴ or on such earlier date as the same may become payable in accordance therewith the principal amount of:

[denomination in words and numerals]

[(as reduced from time to time in accordance with such terms and conditions)] ³ or such other redemption amount as may be specified therein [and to pay in arrear on the dates specified therein interest on the principal amount hereof [(as reduced from time to time in accordance with such terms and conditions)] ⁵ at the rate or rates specified therein] ⁶ .

²	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

³	Amend as appropriate.

⁴	Insert only where Notes are Instalment Notes.

⁵	Amend as appropriate.

⁶	Insert only where Notes are interest bearing.

[Pursuant to the Dutch Saving Certificates Act ( Wet inzake spaarbewijzen ), each transfer and acceptance of this Note (other than between individuals who do not act in the conduct of a profession or trade):

(a)	must be made through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V.; and

(b)	if it involves its physical delivery, must be recorded in a transaction note which includes the name and address of each party, the nature of the transaction and the number and serial numbers of the Notes transferred.] ⁷

(a)	must be made through the mediation of either the Issuer or a Member of Euronext Amsterdam N.V.; and

(b)

it if involves its physical delivery and unless it is made between a professional borrower and a professional lender, must be recorded in a transaction note which includes the name and address of each party, the nature of the transaction and the number and serial numbers of the Notes transferred.] ⁸

[This Note shall not] ⁹ [Neither this Note nor any of the interest coupons appertaining hereto shall] ¹⁰ be valid for any purpose until this Note has been authenticated for and on behalf of as principal paying agent.

This Note, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, English law.

⁷

Include if the Notes (i) are Zero Coupon Notes or other Notes which qualify as savings certificates as defined in the Dutch Savings Certificates Act ( Wet inzake spaarbewijzen ), (ii) are physically issued in the Netherlands or distributed in the Netherlands in the course of primary trading or immediately thereafter, (iii) are not listed on the stock exchange of Euronext Amsterdam N.V. and (iv) do not qualify as commercial paper or certificates of deposit.

⁸

Include if the Notes (i) are Zero Coupon Notes or other Notes which qualify as saving certificates as defined in the Dutch Savings Certificates Act ( Wet inzake spaarbewijzen ), (ii) are physically issued in the Netherlands or distributed in the Netherlands in the course of primary trading or immediately thereafter, (iii) are not listed on the stock exchange of Euronext Amsterdam N.V. and (iv) qualify as commercial paper or certificates of deposit.

⁹	Insert only where Notes are not interest bearing.

¹⁰	Insert only where Notes are interest bearing.

AS WITNESS the facsimile signature[s] of [two directors] ¹¹ [a duly authorised officer] on behalf of the Issuer.


[UNILEVER N.V./UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ¹²

By:		[manual or facsimile signature] ¹³
( duly authorised )

ISSUED in London as of [ ] [ ]


AUTHENTICATED for and on behalf of
Deutsche Bank AG, London Branch
as principal paying agent without recourse, warranty or liability

By:		[manual signature]
( duly authorised )

[Where no provision is made for separate coupons for the payment of interest the appropriate grid to record payments of principal and/or interest, as the case may be, should be included.]

¹¹	Applicable where Issuer is Unilever N.V.

¹²	Amend as appropriate.

¹³	If the Issuer is Unilever N.V., include the name and the title of each signatory.

[On the reverse of the Notes:]

TERMS AND CONDITIONS

[As set out in the Fourth Schedule and as supplemented by the relevant Final Terms]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

PAYING AGENTS

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

P.O. Box 283 (HQ7050)

1000 EA Amsterdam

The Netherlands

Deutsche Bank AG, Paris

Branch

c/o Deutsche Bank AG,

London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Deutsche Bank Luxembourg S.A.

2 boulevard Konrad Adenauer,

L-1115 Luxembourg

PART B

Forms of Coupon

[Attached to the Notes (interest-bearing, fixed rate and having Coupons):]

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

(B)

¹	Include bracketed language on all Notes with maturities of more than 365 days.

²	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/ UNILEVER JAPAN HOLDINGS K.K.] ¹

Unconditionally and irrevocably guaranteed by

[ Amount and title of Notes ]

[ Serial Number : ]

Coupon for [ ] due on [ ]

This Coupon is payable to bearer (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [title of Notes] (the “ Note ”) to which this Coupon appertains and the Final Terms referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders).

[The Note to which this Coupon appertains may, in certain circumstances specified in such terms and conditions, fall due for redemption before the due date in relation to this Coupon. In such event, this Coupon will become void and no payment will be made in respect hereof.] ³


[ ]

[UNILEVER N.V./UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ¹

By:		[manual or facsimile signature] ⁴
		( duly authorised )

[On the reverse of each Coupon]

¹	Amend as appropriate.

²	Amend as appropriate

³	Delete if the Coupons are not to become void upon early redemption of the Note(s).

⁴	In the case of Unilever N.V., include the name and the title of the signatory.

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

PAYING AGENTS

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

P.O. Box 283 (HQ7050)

1000 EA Amsterdam

The Netherlands

Deutsche Bank AG, Paris

Branch

c/o Deutsche Bank AG,

London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Deutsche Bank Luxembourg S.A.

2 boulevard Konrad Adenauer,

L-1115 Luxembourg

PART C

[Attached to the Notes (interest-bearing, floating rate and having Coupons):]

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

(B)

[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/ UNILEVER JAPAN HOLDINGS K.K.] ³

Unconditionally and irrevocably guaranteed by

¹	Include bracketed language on all Notes with maturities of more than 365 days.

²	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

³	Amend as appropriate.

[Amount and title of Notes]

Coupon for the amount of interest due on [ ]

Such amount is payable (subject to the terms and conditions [endorsed on/attached to/incorporated by reference to] the [ title of Notes ] (the “ Notes ”) to which this Coupon appertains and the Final Terms referred to therein, which shall be binding on the Holder of this Coupon whether or not it is for the time being attached to such Note) at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders).

[ ]

[UNILEVER N.V./UNILEVER PLC/ UNILEVER JAPAN HOLDINGS K.K.] ²



By:		[manual or facsimile signature] ³
		( duly authorised )

¹	Delete if the Coupons are not to become void upon early redemption of the Notes.

²	Amend as appropriate.

³	In the case of Unilever N.V., include the name and the title of the signatory.

[On the reverse of each Coupon:]

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

PAYING AGENTS

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

P.O. Box 283 (HQ7050)

1000 EA Amsterdam

The Netherlands

Deutsche Bank AG, Paris Branch

c/o Deutsche Bank AG, London

Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Deutsche Bank Luxembourg S.A.

2 boulevard Konrad Adenauer,

L-1115 Luxembourg

PART D

Form of Talon

[Attached to the Notes (interest-bearing and having Coupons or, as the case may be, being Instalment Notes):]

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

(B)

[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ³

¹	Include bracketed language on all Notes with maturities of more than 365 days.

²	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

³	Amend as appropriate.

Unconditionally and irrevocably guaranteed by

[ Amount and title of Notes ]

Talon for further [Coupons/Receipts] ¹

After all the [Coupons/Receipts] appertaining to the Note to which this Talon appertains have matured, further [Coupons/Receipts] [(including a Talon for further [Coupons/Receipts])] will be issued at the specified office of the Principal Paying Agent or any of the Paying Agents set out on the reverse hereof (or any other or further paying agents and/or specified offices from time to time duly given in accordance with the terms and conditions [endorsed on/attached to/incorporated by reference to] the [ title of Notes ] (the “ Notes ”) to which this Talon appertains and the Final Terms referred to therein (which shall be binding on the Holder of this Talon whether or not it is for the time being attached to such Note) upon production and surrender of this Talon. The initial Paying Agents and their specified offices are set out on the reverse hereof.

Under the said terms and conditions, such Notes may, in certain circumstances, fall due for redemption before the original due date for exchange of this Talon and in any such event this Talon shall become void and no exchange shall be made in respect hereof.

[ ]

[UNILEVER N.V./UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ¹



By:		[manual or facsimile signature] ²
		( duly authorised )

¹	Amend as appropriate.

²	In the case of Unilever N.V., include the name and the title of the signatory.

[On the reverse of each Talon:]

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

PAYING AGENTS

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

P.O. Box 283 (HQ7050)

1000 EA Amsterdam

The Netherlands

Deutsche Bank AG, Paris

Branch

c/o Deutsche Bank AG,

London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Deutsche Bank Luxembourg S.A.

2 boulevard Konrad Adenauer,

L-1115 Luxembourg

PART E

Form of Receipt

[Attached to Instalment Notes:]

[ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.] ¹

(A)	IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR TO A NON-RESIDENT HOLDER THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT AS PROVIDED IN SUB-PARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR

(B)

[UNILEVER N.V., a company having its corporate seat in Rotterdam, The Netherlands/UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ³

¹	Include bracketed language on all Notes with maturities of more than 365 days.

²	Include bracketed language on all Notes issued by (a) UJH or (b) N.V. or PLC, in circumstances where any interest on the Notes is attributable to a business in Japan conducted by such Issuer of the Notes in the manner provided for in the Special Taxation Measures Law of Japan.

³	Amend as appropriate.

Unconditionally and irrevocably guaranteed by

Receipt of the sum of [ ] being the instalment of principal payable in accordance with the terms and conditions [endorsed on/attached to/incorporated by reference to] the [ title of Notes ] (the “ Notes ”) to which this Receipt appertains and the Final Terms referred to therein (the “ Conditions ”).

This Receipt is issued subject to and in accordance with the Conditions which shall be binding upon the Holder of this Receipt (whether or not it is for the time being attached to such Note) and is payable against presentation and surrender of this Receipt, at the office of the Principal Paying Agent or any of the Paying Agents set out on the reverse of the Note to which this Receipt appertains (or any other or further paying agents and/or specified offices from time to time duly appointed and notified to the Noteholders).

This Receipt must be presented for payment together with the Note to which it appertains. If the Note to which this Receipt appertains shall have become due and payable on or before the maturity date of this Receipt, this Receipt shall become void and no payment shall be made in respect of it. The Issuer shall have no obligation in respect of this Receipt if it is presented without the Note to which it appertains.

[UNILEVER N.V./UNILEVER PLC/UNILEVER JAPAN HOLDINGS K.K.] ²³



By:		[facsimile signature] ⁴
		( duly authorised )

¹	Amend as appropriate.

²	Amend as appropriate.

³	Amend as appropriate.

⁴	In the case of Unilever N.V., include the name and the title of the signatory.

[On the reverse of each Receipt:]

PRINCIPAL PAYING AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

PAYING AGENTS

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

P.O. Box 283 (HQ7050)

1000 EA Amsterdam

The Netherlands

Deutsche Bank AG, Paris

Branch

c/o Deutsche Bank AG,

London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Deutsche Bank Luxembourg S.A.

2 boulevard Konrad Adenauer,

L-1115 Luxembourg

THE FOURTH SCHEDULE

Terms and Conditions of the Notes

The following is the text of the Terms and Conditions of the Notes which (subject to completion) will be applicable to each Tranche of Notes.

The Notes are constituted by a trust deed dated 22nd July 1994 (the “ Trust Deed ”, which expression shall include any amendments or supplements thereto or any restatement thereof) made between Unilever N.V. (“ N.V. ”), Unilever PLC (“ PLC ”) and Unilever Japan Holdings K.K. (“ UJH ”) as issuers (the “ Issuers ” and each an “ Issuer ”, which expression shall include any Group Company (as defined below) which becomes an Issuer as contemplated by Condition 15), N.V., PLC and Unilever United States, Inc. (“ UNUS ”) as guarantors of the Notes as hereinafter described (the “ Guarantors ” and each a “ Guarantor ”) and The Law Debenture Trust Corporation p.l.c. (the “ Trustee ”, which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. in its capacity as such) as trustee for the holders of each Series of the Notes (the “ Noteholders ”). Pursuant to the Trust Deed, the Notes issued by (i) N.V. are guaranteed unconditionally and irrevocably on a joint and several basis by PLC and UNUS, (ii) PLC are guaranteed unconditionally and irrevocably on a joint and several basis by N.V. and UNUS and (iii) UJH are guaranteed unconditionally and irrevocably on a joint and several basis by N.V. and PLC.

Certain statements herein are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes and of the interest coupons, if any, appertaining to the Notes (the “ Coupons ”) and the receipts, if any, in respect of instalments of principal (the “ Receipts ”). The Notes, the Coupons and the Receipts also have the benefit of a paying agency agreement dated 22nd July 1994 (the “ Paying Agency Agreement ”, which expression shall include any amendments or supplements thereto or any restatement thereof) made between N.V., PLC, UJH and UNUS in their capacities as Issuers and Guarantors (as applicable), Deutsche Bank AG, London Branch as principal paying agent (the “ Principal Paying Agent ”, which expression shall include any successor to Deutsche Bank AG, London Branch in its capacity as such and any substitute or additional principal paying agent appointed in accordance with the Paying Agency Agreement), the paying agents named therein (the “ Paying Agents ”, which expression shall, unless the context otherwise requires, include the Principal Paying Agent and any substitute or additional paying agents appointed in accordance with the Paying Agency Agreement) and the Trustee. Noteholders and the holders of the Coupons (the “ Couponholders ”) and the holders of Receipts (the “ Receiptholders ”) are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Paying Agency Agreement. Copies of the Trust Deed and the Paying Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of this Information Memorandum at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified office of each of the Paying Agents.

For the purposes of Notes denominated in Swiss Francs (“ Swiss Notes ”) only, the relevant Issuer will, together with the Principal Paying Agent and the Swiss paying agent specified in the Final Terms relating to the relevant issue of Swiss Notes as principal Swiss paying agent (the “ Principal Swiss Paying Agent ”), enter into a supplemental paying agency agreement. In addition, all references in the Terms and Conditions of the Notes to the “ Principal Paying Agent ” and the “ Paying Agents ” shall, so far as the context permits, be construed as references only to the relevant Swiss paying agents, as set out in the relevant Final Terms relating to the Swiss Notes. References in the Terms and Conditions of the Notes to “ Euroclear ” and/or “ Clearstream , Luxembourg ” shall, so far as the context permits, be construed as including references to SIX SIS AG, the Swiss Securities Corporation in Olten, Switzerland (“ SIX SIS AG ”), or to any other Intermediary (as defined below) clearing system through which the Swiss Notes are to be cleared, which shall be considered an additional or alternative clearing system for the purposes of the Swiss Notes.

The Notes are issued in series (each a “ Series ”), and each Series may comprise one or more tranches (“ Tranches ” and each a “ Tranche ”) of Notes. Each Tranche will be the subject of final terms or a pricing supplement (“ Final Terms ”) prepared by, or on behalf of, the Issuer, a copy of which will, in the case of a Tranche of Notes which is to be listed on the Official List (the “ Official List ”) of the United Kingdom Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000, as amended (the “ U.K. Listing Authority ”) and/or NYSE Euronext in Amsterdam (“ Euronext Amsterdam ”) and/or the SIX Swiss Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange, be lodged with the U.K. Listing Authority and the London Stock Exchange plc and/or Euronext Amsterdam and/or the SIX Swiss Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange and be available for inspection at the specified office of each of the Paying Agents appointed in respect of such Notes.

In these Terms and Conditions, unless otherwise expressly stated, references to Notes are to Notes of the relevant Series (and, where the context permits, shall be deemed to include Receipts appertaining to such Notes), references to Receipts are references to Receipts appertaining to Notes of the relevant Series, references to Coupons are to Coupons appertaining to Notes of the relevant Series, references to the Issuer are to the Issuer of such Notes, references to the Guarantors are references to the Guarantors of such Issuer’s obligations under such Notes and references to the Paying Agents are references to the Paying Agents appointed in respect of such Notes. Subject thereto, capitalised terms shall, unless defined herein, have the meanings ascribed thereto in the Trust Deed.

1.	FORM AND DENOMINATION

(a) Notes are issued in bearer form. Each Note is a Fixed Rate Note, a Floating Rate Note or a Zero Coupon Note. All payments in respect of each Note shall be made in the currency shown on its face.

Form of Notes

(b) Each Tranche of Notes will be represented upon issue by a temporary global note (a “ Temporary Global Note ”) in substantially the form (subject to amendment and completion) scheduled to the Trust Deed and, if so specified in the Final Terms, such Temporary Global Note shall be a New Global Note. On or after the date (the “ Exchange Date ”) which is 40 days after the completion of distribution of the Notes of the relevant Tranche and provided certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received, interests in the Temporary Global Note may be exchanged for:

(i)	interests in a permanent global note (a “ Permanent Global Note ”) representing the Notes of that Tranche and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed; or

(ii)	definitive Notes in bearer form (“ Definitive Notes ”) which will be serially numbered and in substantially the form (subject to amendment and completion) scheduled to the Trust Deed.

If interests in the Temporary Global Note are exchanged for interests in a Permanent Global Note pursuant to clause (i) above, interests in such Permanent Global Note may thereafter be exchanged for Definitive Notes described in clause (ii) above.

Each exchange of an interest in a Temporary Global Note for an interest in a Permanent Global Note or for a Definitive Note, and each exchange of an interest in a Permanent Global Note for a Definitive Note, shall be made outside the United States.

(c) If any date on which a payment of interest is due on the Notes of a Tranche occurs while any of the Notes of that Tranche are represented by the Temporary Global Note, the related interest payment will be made on the Temporary Global Note only to the extent that certification as to the beneficial ownership thereof as required by U.S. Treasury regulations (in the form set out in the Temporary Global Note or such other form as may replace it) has been received by Euroclear Bank S.A./N.V. (“ Euroclear ”), Clearstream Banking, société anonyme (“ Clearstream , Luxembourg ”) or any other relevant clearing system. Payments of principal or interest (if any) on a Permanent Global Note will be made through Euroclear or Clearstream, Luxembourg without any requirement for certification.

(d) If so specified in the relevant Final Terms, interests in a Permanent Global Note will be exchangeable in whole (but not in part only), at the option of the Holder of such Permanent Global Note and in accordance with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system and, unless otherwise specified in the relevant Final Terms, at the Issuer’s cost, for Definitive Notes. In order to exercise such option, the Holder must, not less than 45 days before the date on which delivery of Definitive Notes in global or definitive form is required, deposit the relevant Permanent Global Note with the Principal Paying Agent with the form of exchange notice endorsed thereon duly completed. Interests in a Permanent Global Note will, in any event, be exchangeable in whole (but not in part only) at the cost of the Issuer, for Definitive Notes (i) if any Note of the relevant Series becomes due and repayable following a Default (as defined in Condition 10A), or (ii) if either Euroclear or Clearstream, Luxembourg or any other relevant clearing system should cease to operate as a clearing system (other than by reason of public holiday) or should announce an intention permanently to cease business and it shall not be practicable to transfer the relevant Notes to another clearing system within 90 days.

Swiss Notes will be in bearer form and shall be represented exclusively by a Swiss Permanent Global Note which shall be deposited with SIX SIS AG, or, as the case may be, with any other intermediary recognised for such purposes by the SIX Swiss Exchange (SIX SIS AG or any such other intermediary, the “ Intermediary ”). Once the Swiss Permanent Global Note is deposited with the Intermediary, and entered into the accounts of one or more participants of the Intermediary, the Notes will constitute intermediated securities (Bucheffekten) (“ Intermediated Securities ”) in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz).

The records of the Intermediary will determine the number of Swiss Notes held through each participant in that Intermediary. In respect of the Swiss Notes held in the form of Intermediated Securities, the holders of the Swiss Notes (the “ Holders ”) will be the persons holding the Swiss Notes in a securities account in their own name and for their own account.

Each Holder shall have a quotal co-ownership interest (Miteigentumsanteil) in the Swiss Permanent Global Note to the extent of his claim against the Issuer, provided that for so long as the Swiss Permanent Global Note remains deposited with the Intermediary the co-ownership interest shall be suspended and the Swiss Notes may only be transferred or otherwise disposed of in accordance with the provisions of the Swiss Federal Intermediated Securities Act (Bucheffektengesetz), i.e., by the entry of the transferred Swiss Notes in a securities account of the transferee.

Neither the Issuer nor the Holders shall at any time have the right to effect or demand the conversion of the Swiss Permanent Global Note (Globalurkunde) into, or the delivery of, uncertificated securities (Wertrechte) or Swiss Definitive Notes (Wertpapiere). No physical delivery of the Swiss Notes shall be made unless and until Swiss Definitive Notes (Wertpapiere) are printed. Swiss Definitive Notes may only be printed, in whole, but not in part, if the Principal Swiss Paying Agent determines, in its sole discretion, that the printing of the Swiss Definitive Notes

(Wertpapiere) is necessary or useful. Should the Principal Swiss Paying Agent so determine, it shall provide for the printing of Swiss Definitive Notes (Wertpapiere) without cost to the Holders. Upon delivery of the Swiss Definitive Notes (Wertpapiere), the Swiss Permanent Global Note will be cancelled and the Swiss Definitive Notes (Wertpapiere) shall be delivered to the Holders against cancellation of the Swiss Notes in the Holders’ securities accounts.

(e) Interest-bearing Definitive Notes will, if so specified in the relevant Final Terms, have endorsed thereon a grid for the recording of the payment of interest or have attached thereto at the time of their initial delivery Coupons presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interest-bearing Definitive Notes, if specified in the relevant Final Terms as having Coupons attached, will also, if so specified in the relevant Final Terms, and shall, in the case of such Undated Notes (as defined in Condition 7(b)) or long-dated Notes, have attached thereto, at the time of their initial delivery, a talon (a “ Talon ”) for further coupons and the expression “ Coupons ” shall, where the context so permits, include Talons. Definitive Notes, the principal amount of which is repayable by instalments (“ Instalment Notes ”), will have endorsed thereon a grid for recording the repayments of principal or have attached thereto at the time of their initial delivery Receipts presentation of which will be a prerequisite to the repayment of the relevant instalment in certain circumstances specified below.

(f) The following legend will appear on all Notes with maturities of more than 365 days and (in the case of Definitive Notes) on Receipts, Coupons and Talons appertaining thereto:

“Any United States person (as defined in the Internal Revenue Code of the United States) who holds this obligation will be subject to the limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”.

The Internal Revenue Code sections referred to above provide that United States Holders, with certain exceptions, will not be entitled to deduct any loss on Notes, Receipts or Coupons and will not be entitled to capital gains treatment in respect of any gain recognised on any sale, disposition, redemption or payment of principal in respect of Notes, Receipts or Coupons.

Denomination of Notes

(g) Subject to any then applicable legal and regulatory requirements, (i) Notes will be in the denomination or denominations (each of which denominations must be integrally divisible by either the smallest denomination or by the smallest increment between denominations, whichever is smaller) specified in the relevant Final Terms and (ii) Notes may not be issued under the Programme which have a minimum denomination of less than €100,000 (or its equivalent in another currency). Notes of one denomination will not be exchangeable, after their initial delivery, for Notes of any other denomination.

Currency of Notes

(h) Notes may be denominated in any currency (including, without limitation, euro (as defined in Condition 8C(3)) subject to compliance with all applicable legal or regulatory requirements.

References to “Notes”

(i) For the purposes of these Terms and Conditions, references to “ Notes ” shall, as the context may require, be deemed to be to Temporary Global Notes, Permanent Global Notes or Definitive Notes.

2.	STATUS OF THE NOTES

Subject to Condition 4, the Notes constitute direct, unconditional and unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu without any preference among themselves with all other present and future unsecured and unsubordinated obligations of the Issuer (other than obligations preferred by law).

3.	STATUS OF THE GUARANTEE

Subject to Condition 4, the obligations of each Guarantor under the guarantee constitute unsecured obligations of such Guarantor and (subject as aforesaid) rank and will rank (subject to any obligations preferred by law) pari passu with all other present and future unsecured and unsubordinated obligations of such Guarantor.

4.	NEGATIVE PLEDGE

So long as any Notes remain outstanding (as defined in the Trust Deed), neither N.V. nor PLC will create or have outstanding any mortgage, charge, lien, pledge or other security interest upon the whole or any substantial part of its undertaking or assets (including any uncalled capital), present or future, to secure any Indebtedness of any person (or any guarantee or indemnity given in respect thereof) unless the Notes and the Coupons shall be secured by such mortgage, charge, lien, pledge or other security interest equally and rateably therewith in the same manner or in a manner satisfactory to the Trustee or such other security for the Notes and Coupons shall be provided as the Trustee shall, in its absolute discretion, deem not less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of Noteholders provided that the restriction contained in this Condition shall not apply to:

(i)	any mortgage, charge, lien, pledge or other security interest arising solely by mandatory operation of law; and

(ii)	any security over assets of N.V. or, as the case may be, PLC arising pursuant to the Algemene Voorwaarden (general terms and conditions) of the Nederlandse Vereniging van Banken (Dutch Bankers’ Association) and/or similar terms applied by financial institutions, if and insofar as applicable.

For the purposes of this Condition:

“ Indebtedness ” means any loan or other indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which at the time of issue thereof either is, or is intended to be, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other recognised securities market and which by its terms has an initial stated maturity of more than one year; and

“ substantial ” means, in relation to each of N.V. and PLC, an aggregate amount equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of N.V., PLC and their group companies (being those companies required to be consolidated in accordance with Netherlands and United Kingdom legislative requirements relating to consolidated accounts) (the “ Unilever Group ”, and any company within the Unilever Group being referred to herein as a “ Group Company ”), such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the Auditors (as defined in the Trust Deed) that, in their opinion, (1) the amounts shown in a certificate provided by N.V. and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been accurately extracted from the accounting records of the Unilever Group, and (2) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.

TITLE

(a) Title to Notes and Coupons will pass by delivery. References herein to the “ Holders ” of Notes, Receipts or Coupons signify the bearers of such Notes, Receipts or such Coupons.

(b) The Issuer, the Guarantors, the Trustee and the Paying Agents may deem and treat the Holder of any Note, Receipt or Coupon as the absolute owner thereof (whether or not such Note, Receipt or Coupon shall be overdue and notwithstanding any notice of any previous loss or theft thereof or any express or constructive notice of any claim by any other person of any interest therein) for the purpose of making payments and for all other purposes.

6.	INTEREST

Notes may be interest-bearing or non-interest-bearing, as specified in the relevant Final Terms. The Final Terms in relation to each Tranche of interest-bearing Notes shall specify which one (and one only) of Conditions 6A, 6B or 6C shall be applicable and Condition 6D will be applicable to each Tranche of interest-bearing Notes as specified therein.

6A.

Interest – Fixed Rate

Notes, in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable, shall bear interest from their date of issue (the “ Issue Date ”) (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms at the rate or rates per annum (or otherwise) (the “ Fixed Rate of Interest ”) specified in the relevant Final Terms. Such interest will be payable in arrear on such dates (the “ Fixed Interest Payment Dates ”) as are specified in the relevant Final Terms and on the date of final maturity thereof (the “ Maturity Date ”). The amount of interest payable in respect of any Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable shall be calculated by multiplying the product of the Fixed Rate of Interest and:

(i)	in the case of any such Note in global form, the principal amount of such Note; or

(ii)	in the case of any such Note in definitive form, the Calculation Amount,

in each case, by the applicable Day Count Fraction (as defined in Condition 6E(6)) as specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note in relation to which this Condition 6A is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than U.S. dollars, the applicable Day Count Fraction shall be Actual/Actual (ICMA) (as defined in Condition 6E(6)(ii)) and, in the case of Notes denominated in U.S. dollars, the applicable Day Count Fraction shall be 30/360 (as defined in Condition 6E(6)(v)).

6B.

Interest – Floating Rate

6B(1) Notes, in relation to which this Condition 6B is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum (or otherwise) determined in accordance with this Condition 6B.

6B(2) Such Notes shall bear interest from their Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on each Interest Payment Date (as defined in Condition 6E(1)) and on the date of the final maturity thereof (the “ Maturity Date ”) (if any).

6B(3) The relevant Final Terms, in relation to Notes in relation to which this Condition 6B is specified as being applicable, shall specify which page (the “ Relevant Screen Page ”), on the Reuters Screen or any other information vending service, shall be applicable. For these purposes, “Reuters Screen” means the Reuters Money Market Rates Service (or such other service as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto). The reference rate for such Notes shall be the London interbank offered rate (“ LIBOR ”) or the Euro interbank offered rate (“ EURIBOR ”), in each case for the relevant period, as specified in the relevant Final Terms (the “ Reference Rate ”).

6B(4) The rate of interest (the “ Rate of Interest ”) for each Interest Period (as defined in Condition 6E(1)) in relation to Notes in relation to which this Condition 6B is specified as being applicable shall be determined by the Determination Agent (being the Principal Paying Agent) on the following basis:

(i)

the Determination Agent will determine the rate for deposits (or, as the case may require, the arithmetic mean of the rates for deposits rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) in the relevant currency for a period of the duration of the relevant Interest Period according to the rate (or rates) appearing for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date (as defined in Condition 6B(6)). If five or more rates for deposits appear for the Reference Rate on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Determination Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such rates for deposits;

(ii)

if, on any Interest Determination Date, no such rate for deposits so appears (or, as the case may require, if fewer than three such rates for deposits so appear) or if the Relevant Screen Page (or any replacement therefor) is unavailable or if the Reference Rate is unavailable on the Relevant Screen Page, the Determination Agent will request appropriate quotations and will determine the arithmetic mean of the rates at which deposits in the relevant currency are offered by four major banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market, selected by the Determination Agent, at the Relevant Time on the Interest Determination Date to prime banks in, in the case of Notes denominated in any currency other than euro, the London interbank market or, in the case of Notes denominated in euro, the Euro-zone interbank market for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time. If two or more of such banks provide the Determination Agent with such quotations, the Rate of Interest for such Interest Period shall be the arithmetic mean (rounded (if necessary) to the fourth decimal place, with 0.00005 being rounded upwards) of such quotations. “ Euro-zone ” means the zone comprising the member states of the European Union that from time to time have the euro as their currency;

(iii)

if, on any Interest Determination Date, only three such rates for deposits are so quoted by such banks, the Determination Agent will determine the arithmetic mean (rounded as aforesaid) of the rates so quoted; or

(iv)

if fewer than three or no rates are so quoted by such banks, the Determination Agent will determine the arithmetic mean of the rates quoted by four major banks in the Relevant Financial Centre (as defined in Condition 8B(1)) (or, in the case of Notes denominated in euro, in such financial centre or centres as the Determination Agent may select), selected by the Determination Agent, at approximately 11.00 a.m. (Relevant Financial Centre time (or local time at such other financial centre or centres as aforesaid)) on the Interest Determination Date for loans in the relevant currency to leading European banks for a period of the duration of the relevant Interest Period and in an amount that is representative for a single transaction in the relevant market at the relevant time,

and the Rate of Interest applicable to such Notes during each Interest Period will be the sum of the relevant margin (the “ Relevant Margin ”) specified in the relevant Final Terms and the rate (or, as the case may be, the arithmetic mean) so determined; provided that, if the Determination Agent is unable to determine a rate (or, as the case may be, an arithmetic mean) in accordance with the above provisions in relation to any Interest Period, the Rate of Interest applicable to such Notes during such Interest Period will be the sum of the Relevant Margin and the rate (or, as the case may be, the arithmetic mean) last determined in relation to such Notes in respect of the preceding Interest Period; and provided always that, if there is specified in the relevant Final Terms a minimum interest rate or a maximum interest rate, then the Rate of Interest shall in no event be less than or, as the case may be, exceed such minimum or maximum interest rate.

6B(5) The Determination Agent will, as soon as practicable after determining the Rate of Interest in relation to each Interest Period, calculate the amount of interest (the “ Interest Amount ”) payable in respect of the principal amount of each denomination of such Notes specified in the relevant Final Terms for the relevant Interest Period. The Interest Amount will be calculated by multiplying the product of the Rate of Interest for such Interest Period and:

(i)	in the case of such Notes in global form, the principal amount of such Notes; or

(ii)	in the case of such Notes in definitive form, the Calculation Amount,

in each case, by the applicable Day Count Fraction specified in the relevant Final Terms and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Denomination of a Note to which this Condition 6B is specified in the relevant Final Terms as being applicable and which is in definitive form comprises more than one Calculation Amount, the Interest Amount payable in respect of such Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding. If no Day Count Fraction is specified in the relevant Final Terms then, in the case of Notes denominated in any currency other than sterling, the applicable Day Count Fraction shall be Actual/360 (as defined in Condition 6E(6)) and, in the case of Notes denominated in sterling, the applicable Day Count Fraction shall be Actual/Actual (ISDA) (as defined in Condition 6E(6)).

6B(6) For the purposes of these Terms and Conditions:

(i)	“ Interest Determination Date ” means, in respect of any Interest Period, the date falling such number (if any) of London Banking Days or, as the case may be, TARGET Days as may be specified in the relevant Final Terms prior to the first day of such Interest Period or, if none is specified:

(a)

in the case of Notes denominated in sterling, the first day of such Interest Period; or

(b)

in the case of Notes denominated in euro, the date falling two TARGET Days prior to the first day of such Interest Period; or

(c)

in any other case, the date falling two London Banking Days prior to the first day of such Interest Period;

(ii)	“ London Banking Day ” means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London;

(iii)

“ Relevant Time ” means the time as of which any rate is to be determined as may be specified in the relevant Final Terms or, if none is specified:

(a)

in the case of Notes denominated in euro, approximately 11.00 a.m. (Brussels time); or

(b)

in any other case, approximately 11.00 a.m. (London time);

(iv)	“ TARGET Day ” means a day on which the TARGET System (as defined in Condition 8B(1)(iii)) is open; and

(v)	“ sub-unit ” means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

6C.

Interest – Swap-Related (ISDA)

6C(1) Notes, in relation to which this Condition 6C is specified in the relevant Final Terms as being applicable, shall bear interest at the rates per annum determined in accordance with this Condition 6C.

6C(2) Each such Note shall bear interest from its Issue Date (as specified in the relevant Final Terms) or from such other date as may be specified in the relevant Final Terms. Such interest will be payable on such dates and in such amounts as would have been payable (regardless of any event of default or termination event thereunder) by the Issuer had it entered into a swap transaction (to which there applied an ISDA Master Agreement (Multicurrency Cross Border) and the 2000 ISDA Definitions (as amended and updated from time to time) or the 2006 ISDA Definitions (as amended and updated from time to time), as the case may be (the “ ISDA Definitions ”), each as published by the International Swaps and Derivatives Association, Inc.), with the Holder of such Note under which:

•

the first day of the relevant Interest Period was the Reset Date;

•

the Issuer was the Fixed Rate Payer or, as the case may be, the Floating Rate Payer;

•

the Determination Agent was the Calculation Agent;

•

the Issue Date (or such other date as may be specified in the relevant Final Terms) was the Effective Date;

•

the principal amount of such Note was the Calculation Amount; and

•

all other terms were as specified in the relevant Final Terms.

Capitalised terms used in this Condition 6C shall, where the context so requires, have the meanings ascribed to them in the ISDA Definitions.

6D.

Interest – Supplemental Provision

Conditions 6E(1), 6E(2), 6E(3) and 6E(5) shall be applicable to all Notes which are interest-bearing in the manner specified therein and, as appropriate, in the relevant Final Terms.

6E.

Interest Payment Date Conventions

6E(1) The Final Terms in relation to each Tranche of Notes to which Condition 6B is applicable shall specify which of the following conventions shall be applicable, namely:

(i)

the “ FRN Convention ”, in which case interest shall be payable in arrear on each date (each, an “ Interest Payment Date ”) which numerically corresponds to their Issue Date or such other date as may be specified in the relevant Final Terms or, as the case may be, the preceding Interest Payment Date in the calendar month which is the number of months specified in the relevant Final Terms after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred provided that:

(a)

if there is no such numerically corresponding day in the calendar month in which an Interest Payment Date should occur, then the relevant Interest Payment Date will be the last day which is a Business Day in that calendar month;

(b)

if an Interest Payment Date would otherwise fall on a day which is not a Business Day, then the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case it will be the first preceding day which is a Business Day; and

(c)

if such Issue Date or such other date as aforesaid or the preceding Interest Payment Date occurred on the last day in a calendar month which was a Business Day, then all subsequent Interest Payment Dates will be the last day which is a Business Day in the calendar month which is the specified number of months after the calendar month in which such Issue Date or such other date as aforesaid or, as the case may be, the preceding Interest Payment Date occurred; or

(ii)

the “ Modified Following Business Day Convention ”, in which case interest shall be payable in arrear on such dates (each, an “ Interest Payment Date ”) as are specified in the relevant Final Terms; provided that, if any Interest Payment Date would otherwise fall on a date which is not a Business Day, the relevant Interest Payment Date will be the first following day which is a Business Day unless that day falls in the next calendar month, in which case the relevant Interest Payment Date will be the first preceding day which is a Business Day.

Each period beginning on (and including) such Issue Date or such other date as aforesaid and ending on (but excluding) the first Interest Payment Date and each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an “ Interest Period ”.

Notification of Rates of Interest, Interest Amounts and Interest Payment Dates

6E(2) The Determination Agent will cause each Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, determined or calculated by it to be notified to the Issuer, the Guarantors, the Trustee and the Principal Paying Agent (from whose respective specified offices such information will be available) and, in the case of Notes listed on the Official List and/or Euronext Amsterdam and/or the SIX Swiss Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms), cause each such Rate of Interest, floating rate, Interest Payment Date, final day of an interest calculation period, Interest Amount, floating amount or other item, as the case may be, to be notified to the U.K. Listing Authority and/or Euronext Amsterdam and/or the SIX Swiss Exchange and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms) as soon as practicable after such determination but in any event not later than the fourth London Banking Day thereafter. The Determination Agent will be entitled (with the prior written consent of the Trustee) to amend any Interest Amount, floating amount, Interest Payment Date or final day of an interest calculation period (or to make appropriate alternative arrangements by way of adjustment) without prior notice in the event of the extension or abbreviation of the relevant Interest Period or an interest calculation period and such amendment or adjustment will be notified in accordance with the first sentence of this Condition 6E(2).

6E(3) The determination or calculation by the Determination Agent (or, failing such determination or calculation by the Determination Agent, the Trustee, pursuant to Condition 6E(4)) of all rates of interest and amounts of interest and other items falling to be determined or calculated by it for the purposes of this Condition 6 shall, in the absence of manifest error, be final and binding on all parties.

Determination or Calculation by Trustee

6E(4) If the Determination Agent does not at any time for any reason determine the Rate of Interest or calculate any Interest Amount for an Interest Period, the Trustee shall do so and such determination or calculation shall be deemed to have been made by the Determination Agent. In doing so, the Trustee shall determine or calculate the relevant matter in such manner as, in its absolute discretion, it shall deem fair and reasonable in the circumstances (having such regard as it shall think fit to the procedures described above), but subject always to any maximum or minimum interest rate which may be specified in the relevant Final Terms, or, subject as aforesaid, apply the foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in its sole opinion, it can do so and in all other respects it shall do so in such manner as it shall, in its absolute discretion, deem fair and reasonable in the circumstances.

Accrual of Interest

6E(5) Interest shall accrue on the principal amount of each Note or, in the case of an Instalment Note, on each instalment of principal or, in the case of a partly paid Note, on the paid-up principal amount of such Note or otherwise as indicated in the relevant Final Terms. Interest will cease to accrue as from the due date for redemption therefor (or, in the case of an Instalment Note, in respect of each instalment of principal, on the due date for payment thereof) unless (except in the case of any payment where presentation and/or surrender of the relevant Note is not required as a precondition of payment), upon due presentation or surrender thereof, payment in full of the principal amount or the relevant instalment or, as the case may be, redemption amount is improperly withheld or refused, in which case interest shall continue to accrue thereon as provided in the Trust Deed.

6E(6) The applicable “ Day Count Fraction ” means, in respect of the calculation of an amount for any period of time (from and including the first day of such period to but excluding the last day of such period) whether or not constituting an Interest Period (a “ Calculation Period ”), such Day Count Fraction as may be specified in the relevant Final Terms or, if no Day Count Fraction is specified in the relevant Final Terms, such Day Count Fraction as is specified in Condition 6A or Condition 6B(5), as the case may be, and:

(i)

if “ Actual/Actual (ISDA) ” or “ Actual/Actual ” is so specified, means the actual number of days in such Calculation Period divided by 365 (or, if any portion of such Calculation Period falls in a leap year, the sum of (a) the actual number of days in such portion of such Calculation Period falling in a leap year divided by 366 and (b) the actual number of days in such portion of such Calculation Period falling in a non-leap year divided by 365);

(ii)	if “ Actual/Actual (ICMA) ” is so specified:

(a)	if such Calculation Period falls within a single Determination Period, means the actual number of days in such Calculation Period divided by the product of the number of days in the Determination Period in which it falls and the number of Determination Periods in any year; and

(b)

if such Calculation Period does not fall within a single Determination Period, means the sum of (x) the actual number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of the actual number of days in that Determination Period and the number of Determination Periods in any year and (y) the actual number of days in such Calculation Period falling in the subsequent Determination Period divided by the product of the actual number of days in the subsequent Determination Period and the number of Determination Periods in any year;

“ Determination Period ” means, in the case of Notes in relation to which Condition 6A is specified in the relevant Final Terms, the period from, and including, a Fixed Interest Payment Date in any year to, and excluding, the next Fixed Interest Payment Date;

(iii)

if “ Actual/365 (Fixed) ” is so specified, means the actual number of days in such Calculation Period divided by 365;

(iv)	if “ Actual/360 ” is so specified, means the actual number of days in such Calculation Period divided by 360;

(v)	if “ 30/360 ”, “ 360/360 ” or “ Bond Basis ” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows:


Day Count Fraction =		[360 x ( Y ₂ – Y ₁ )] + [30 x ( M ₂ – M ₁ )] + ( D ₂ – D ₁ )
		360

where:

“ Y1 ” is the year, expressed as a number, in which the first day of such Calculation Period falls;

“ Y2 ” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;

“ M1 ” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls;

“ M2 ” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;

“ D1 ” is the first calendar day, expressed as a number, of such Calculation Period, unless such number is 31, in which case D1 will be 30; and

“ D2 ” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(vi)	if “ 30E/360 ” or “ Eurobond Basis ” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows:


Day Count Fraction =		[360 x ( Y ₂ – Y ₁ )] + [30 x ( M ₂ – M ₁ )] + ( D ₂ – D ₁ )
		360

where:

“ Y1 ” is the year, expressed as a number, in which the first day of such Calculation Period falls;

“ Y2 ” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;

“ M1 ” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls;

“ M2 ” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;

“ D1 ” is the first calendar day, expressed as a number, of such Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“ D2 ” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless such number would be 31, in which case D2 will be 30; and

(vii)

if “ 30E/360 (ISDA) ” is so specified, means the number of days in such Calculation Period divided by 360, calculated on a formula basis as follows:


Day Count Fraction =		[360 x ( Y ₂ – Y ₁ )] + [30 x ( M ₂ – M ₁ )] + ( D ₂ – D ₁ )
		360

where:

“ Y1 ” is the year, expressed as a number, in which the first day of such Calculation Period falls;

“ Y2 ” is the year, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;

“ M1 ” is the calendar month, expressed as a number, in which the first day of such Calculation Period falls;

“ M2 ” is the calendar month, expressed as a number, in which the day immediately following the last day of such Calculation Period falls;

“ D1 ” is the first calendar day, expressed as a number, of such Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

“ D2 ” is the calendar day, expressed as a number, immediately following the last day included in such Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and in which case D2 will be 30.

7.	REDEMPTION AND PURCHASE

Final Redemption

(a) Unless previously redeemed, or purchased and cancelled, Notes shall be redeemed at their principal amount (or at such other redemption amount as may be specified in the relevant Final Terms) (or, in the case of Instalment Notes, in such amounts as may be specified in the relevant Final Terms) on the date or dates (or, in the case of Notes which bear interest at a floating rate, on the date or dates upon which interest is payable) specified in the relevant Final Terms. Notes may be redeemed before such date or dates in accordance with Condition 7(c). If stated as being applicable in the relevant Final Terms, Notes may also be redeemed before such date or dates in accordance with Condition 7(d) and/or Condition 7(g). The Issuer may also purchase Notes in accordance with Condition 7(h).

No Fixed Maturity

(b) This Condition 7(b) is applicable to Notes with no specified maturity date (“ Undated Notes ”). There is no fixed date for redemption of Undated Notes and the Issuer shall (without prejudice to the provisions of Condition 10 and the Issuer’s right to purchase Notes in accordance with Condition 7(h)) only redeem Undated Notes in accordance with Condition 7(c) and/or, if stated as being applicable in the relevant Final Terms, in accordance with Condition 7(d) and/or Condition 7(g).

Redemption for taxation reasons

(c) The Issuer may, at its option, redeem the Notes in whole, but not in part, upon not more than 60 days’ nor less than 30 days’ notice (specifying, in the case of Notes which bear interest at a floating rate, a date for such redemption which is an Interest Payment Date) to the Holders of such Notes at their principal amount (or such other redemption amount as may be specified in these Terms and Conditions) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with interest accrued (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption, and, in any case, any additional amounts payable under Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed (each a “ Tax Early Redemption Amount ”) provided that the Issuer or a Guarantor shall provide to the Trustee an opinion in writing of a reputable firm of lawyers of good standing (such

opinion to be in a form, and such firm to be a firm, to which the Trustee shall have no reasonable objection) to the effect that there is a substantial likelihood that the Issuer or such Guarantor would be required to pay Additional Amounts in accordance with Condition 9 or under any additional or substitute undertaking given pursuant to the Trust Deed upon the next due date for a payment in respect of the Notes by reason of:

(i)	any actual or proposed change in or amendment to the laws, regulations or rulings of The Netherlands, the United Kingdom, Japan or the United States or any political subdivision or taxing authority thereof or therein; or

(ii)	any actual or proposed change in the official application or interpretation of such laws, regulations or rulings; or

(iii)

any action which shall have been taken by any taxing authority or any court of competent jurisdiction of The Netherlands, the United Kingdom, Japan or the United States or any political subdivision or taxing authority thereof or therein, whether or not such action was taken or brought with respect to the relevant Issuer or Guarantor; or

(iv)	any actual or proposed change in the official application or interpretation of, or any actual or proposed execution of, or amendment to, any treaty or treaties affecting taxation to which The Netherlands, the United Kingdom, Japan or the United States is or is to be a party,

which change, amendment or execution becomes effective, taking of action occurs, or proposal is made, on or after the Issue Date of such Notes.

Optional Early Redemption (Call)

(d) If this Condition 7(d) is specified in the relevant Final Terms as being applicable, then the Issuer may, upon the expiry of the appropriate notice (as specified in Condition 7(e)) redeem all (but not, unless and to the extent that the relevant Final Terms specifies otherwise, some only) of the Notes at their call early redemption amount (which shall be their principal amount or such other call early redemption amount as may be specified in the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other Condition and which remain unpaid at such date, together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to but excluding the date fixed for redemption (each, a “ Call Early Redemption Amount ”).

The Appropriate Notice

(e) The appropriate notice referred to in Condition 7(d) is a notice given by the Issuer to the Trustee and the Principal Paying Agent which notice shall be signed by an authorised signatory of the Issuer and shall specify:

•

the Notes subject to redemption;

•

(if the relevant Final Terms specifies that some only of the Notes may be redeemed) whether Notes are to be redeemed in whole or in part only and, if in part only, the aggregate principal amount of the Notes which are to be redeemed;

•

the due date for such redemption, which shall be a Business Day (as defined in Condition 8B(1)) which shall be not less than 30 days after the date on which such notice is validly given, which shall be, in the case of Notes which bear interest at a floating rate, an Interest Payment Date; and

•

the Call Early Redemption Amount at which such Notes are to be redeemed.

Any such notice shall be given not more than 60 days and not less than 30 days prior to the date fixed for redemption, shall also be given to the Holders of the Notes in accordance with Condition 14, shall be irrevocable (unless the Trustee otherwise agrees), and the delivery thereof shall oblige the Issuer to make the redemption therein specified.

Partial Redemption

(f) If the Notes are to be redeemed in part only on any date in accordance with Condition 7(d) the Notes to be redeemed shall be drawn by lot in such European city as the Issuer and the Trustee may agree, or identified in such other manner or in such other place as the Trustee may, in its absolute discretion, approve and deem appropriate and fair, subject always to compliance with all applicable laws and the requirements and procedures of any stock exchange on which the relevant Notes may be listed and of any clearing system in which the Notes are held and, in the case of such clearing system being Euroclear and Clearstream, Luxembourg, such redemption to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion.

Optional Early Redemption (Put)

(g) If this Condition 7(g) is specified in the relevant Final Terms as being applicable, then the Issuer shall, upon the exercise of the relevant option by the Holder of any Note, redeem such Note on the date or the next of the dates specified in the relevant Final Terms at its principal amount (or such other redemption amount as may be specified in the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable prior to the date specified for such redemption in respect of such Note under any other

Condition and which remain unpaid at such date, together with accrued interest (if any) thereon (calculated as provided in these Terms and Conditions and the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof to, but excluding, the date fixed for redemption (each, a “ Put Early Redemption Amount ”). In order to exercise such option, the Holder must, not less than 45 days before the date so specified, deposit the relevant Note (together, in the case of an interest-bearing Definitive Note, with any unmatured Coupons appertaining thereto) with any Paying Agent together with a duly completed redemption notice in the form which is available from the specified office of any of the Paying Agents.

Purchase of Notes

(h) The Issuer, each Guarantor and any Group Company may at any time purchase Notes at any price in the open market or otherwise. If purchases are made by tender, tenders must be made available to all Noteholders alike.

Cancellation

(i) All Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith) redeemed in accordance with this Condition 7 shall be cancelled forthwith and may not be reissued or resold, and Notes (together, in the case of interest-bearing Definitive Notes, with unmatured Coupons attached thereto or surrendered therewith and, in the case of Instalment Notes, with all unmatured Receipts attached thereto or surrendered therewith) purchased in accordance with this Condition 7 may, at the option of the purchaser, be cancelled, held or resold.

8.	PAYMENTS

8A.

Payments

8A(1) Payment of amounts (whether principal, redemption amount or otherwise and including accrued interest other than interest due against surrender of matured Coupons) due in respect of a Note will be made against presentation and (in the case of payments of instalments of principal other than on the due date for redemption) surrender of the relevant Receipts (provided that the Receipt is presented for payment together with its relative Note) or, in any other case, of the relevant Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States provided that such payment is not made into the United States or into an account maintained in the United States.

8A(2) Payment of amounts due in respect of interest on Notes will be made:

(i)

in the case of a Temporary Global Note or Permanent Global Note, against presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States and, in the case of a Temporary Global Note, upon due certification as required therein;

(ii)	in the case of Definitive Notes without Coupons attached thereto at the time of their initial delivery, against presentation of the relevant Definitive Notes at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States; and

(iii)

in the case of Definitive Notes initially delivered with Coupons attached thereto, against surrender of the relevant Coupons at the specified office of any of the Paying Agents outside (unless Condition 8A(3) applies) the United States.

8A(3) Payments of amounts due in respect of interest on Notes and exchanges of Talons for Coupon sheets in accordance with Condition 8A(6) will not be made at the specified office of any Paying Agent in the United States (as defined in the United States Internal Revenue Code of 1986 and Regulations thereunder) unless:

(i)	payment in full of amounts due or, as the case may be, the exchange of Talons in respect of interest on such Notes when due at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions;

(ii)	such payment or, as the case may be, exchange is permitted by applicable United States law; and

(iii)

the Notes are denominated in and payable in United States Dollars.

If paragraphs (i) to (iii) above apply, the Issuer and the Guarantors shall forthwith appoint a further Paying Agent with a specified office in New York City.

8A(4) If the due date for payment of any amount due in respect of any Note is not both a Relevant Financial Centre Day and a local banking day, then the Holder thereof will not be entitled to payment thereof until the next day which is such a day and, thereafter, will be entitled to receive payment by cheque on any local banking day, and will be entitled to payment by transfer to a designated account, on any day which is a local banking day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located. No further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue as provided in Condition 6E(5). For the purpose of this Condition 8A(4), “ Relevant Financial Centre Day ” means, in the case of a currency

other than euro, a day on which commercial banks and foreign exchange markets settle payments in the Relevant Financial Centre and any other place specified in the relevant Final Terms and, in the case of payment in euro, a TARGET Day and a “ local banking day ” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of presentation of the relevant Note or, as the case may be, Coupon.

8A(5) Each Definitive Note initially delivered with Coupons attached thereto shall be presented and, save in the case of partial redemption of such Note (including, in the case of an Instalment Note, payment of any instalment other than the final instalment), surrendered for final redemption together with all unmatured Coupons appertaining thereto, failing which:

(i)

in the case of Definitive Notes which bear interest at a fixed rate or rates, the amount of any missing unmatured Coupons (or, in the case of a payment not being made in full, that portion of the amount of such missing unmatured Coupon which that redemption amount paid bears to the total redemption amount due) (excluding for this purpose Talons) will be deducted from the amount otherwise payable on such final redemption, the principal amount so deducted being payable against surrender of the relevant Coupon at the specified office of any of the Paying Agents at any time within 10 years of the Relevant Date applicable to payment of such final redemption amount; and

(ii)	in the case of Definitive Notes which bear interest at, or at a margin above or below, a floating rate, all unmatured Coupons relating to such Notes (whether or not surrendered therewith) shall become void and no payment shall be made thereafter in respect of them.

The provisions of paragraph (i) of this Condition 8A(5) notwithstanding, if any Definitive Notes which bear interest at a fixed rate or rates should be issued with a maturity date and a fixed rate or fixed rates such that, on the presentation for payment of any such Definitive Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required by paragraph (i) to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption of any such Definitive Note, such unmatured Coupons (whether or not attached) being Coupons representing an amount in excess of the relevant redemption amount shall become void (and no payment shall be made in respect thereof) as shall be required so that, upon application of the provisions of paragraph (i) in respect of such Coupons as have not so become void, the amount required by paragraph (i) to be deducted would not be greater than the amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates.

8A(6) In relation to Definitive Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside (unless Condition 8A(3) applies) the United States in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 12 below. Each Talon shall, for the purpose of these Terms and Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures.

8A(7) Payments of amounts due (whether principal, redemption amount, interest or otherwise) in respect of Notes will be made by (a) transfer to an account in the relevant currency specified by the payee or (b) cheque in the relevant currency drawn on a bank in the Relevant Financial Centre provided, however, that in the case of (a), payment shall not be made to an account within the United States unless permitted by applicable U.S. tax law requirements.

8B.

Payments - General Provisions

8B(1) Save as otherwise specified herein, for the purposes of these Terms and Conditions:

(i)	“ Business Day ” means:

•

in relation to Notes payable in euro, a TARGET Day;

•

in relation to Notes payable in any other currency, a day on which commercial banks are open for business and foreign exchange markets settle payments in the Relevant Financial Centre in respect of the relevant currency; and

•

a day on which commercial banks are open for business and foreign exchange markets settle payments in any place specified in the relevant Final Terms;

(ii)

“ Relevant Financial Centre ” means, in relation to the Notes denominated in a currency other than euro, such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of “Business Day” in the ISDA Definitions and, in relation to Notes denominated in euro, the principal financial centre of any of the member states in the Euro-zone; and

(iii)

“ TARGET System ” means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007, or any successor thereto.

8B(2) Payments will, without prejudice to the provisions of Condition 9, be subject in all cases to: (i) any applicable fiscal or other laws and regulations; and (ii) any withholding or deduction imposed by sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“ FATCA ”) or any agreement entered into pursuant to FATCA.

8C.

Redenomination

8C(1) Unless disapplied in the relevant Final Terms, the Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and at least 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, in the case of Notes denominated in the currency of a member state of the European Union that has not adopted the single currency in accordance with the Treaty, with effect from the Redenomination Date specified in the notice, Notes denominated in the currency of such member state of the European Union that adopts the single currency in accordance with the Treaty shall be redenominated in euro.

8C(2) The election will have effect as follows:

(i)

each Specified Denomination and, in the case of Fixed Rate Notes, each amount of interest specified in the Coupons will be deemed to be such amount of euro as is equivalent to its denomination or the amount of interest so specified in the Specified Currency at the Established Rate, rounded down to the nearest €0.01 (any fraction arising therefrom shall be paid on the Redenomination Date to the Noteholder in addition to the payment of interest otherwise payable on such Redenomination Date);

(ii)	if definitive notes are required to be issued after the Redenomination Date they shall be issued at the expense of the Issuer in denominations of at least €100,000, or such higher denominations as the Agent shall determine and notify to the Noteholders;

(iii)

after the Redenomination Date, all payments in respect of the Notes, the Receipts and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to the Specified Currency were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque;

(iv)	if the Notes are Fixed Rate Notes and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an Interest Payment Date it will be calculated:

(A)

in the case of the Notes in global form, by applying the Rate of Interest to the principal amount of such Notes; and

(B)

in the case of Notes in definitive form, by applying the Rate of Interest to the Calculation Amount,

and, in each case, multiplying such sum by the applicable Day Count Fraction, which, in this case, shall be Actual/Actual (ICMA) and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with the applicable market convention. Where the Denomination of a Fixed Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation Amount comprising the Denomination without any further rounding;

(v)	if the Notes are Floating Rate Notes the relevant Final Terms will specify any relevant changes to the provisions relating to interest; and

(vi)	such other changes shall be made to these Terms and Conditions as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, to conform them to conventions then applicable to instruments denominated in euro to the satisfaction of the Trustee.

8C(3) For the purposes of these Terms and Conditions:

(i)	“ Established Rate ” means the rate for the conversion of the Specified Currency (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty;

(ii)	“ euro ” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty;

(iii)

“ Redenomination Date ” means (in the case of interest-bearing Notes) any date for payment of interest under the Notes or (in the case of Zero Coupon Notes) any date, in each case specified by the Issuer in the notice given to the Noteholders pursuant to paragraph 8C(1) above and which falls on or after the date on which the relevant member state of the European Union that has not adopted the single currency in accordance with the Treaty, adopts the single currency in accordance with the Treaty;

(iv)	“ Specified Currency ” means the currency specified in the relevant Final Terms;

(v)	“ Specified Denomination ” means the denomination (of the relevant Notes in the Specified Currency) specified in the relevant Final Terms; and

(vi)	“ Treaty ” means the Treaty establishing the European Community as amended.

8D.

Exchange

The Issuer may, without the consent of the Noteholders, the Receiptholders and the Couponholders, on giving prior notice to the Trustee, the Principal Paying Agent, Euroclear and Clearstream, Luxembourg and not less than 30 days’ prior notice to the Noteholders in accordance with Condition 14, elect that, with effect from the Redenomination Date specified in the notice, the Notes shall be exchangeable for Notes expressed to be denominated in euro in accordance with such arrangements as the Issuer may decide, after consultation with the Principal Paying Agent, and as may be specified in the notice, including arrangements under which Receipts and Coupons unmatured at the date so specified become void.

8E.

The Paying Agents

8E(1) The Issuer and the Guarantors together reserve the right, in accordance with the provisions of the Paying Agency Agreement, to vary or terminate the appointment of any Paying Agent (including the Principal Paying Agent) and to appoint additional or other Paying Agents provided that they will at all times maintain (i) a Principal Paying Agent, (ii) a Paying Agent with a specified office in a European city (but outside the United Kingdom), (iii) so long as any Notes are listed on the Official List and/or Euronext Amsterdam and/or the Stock Exchange of Hong Kong and/or the Singapore Exchange (as specified in the relevant Final Terms), a Paying Agent each with a specified office in London and/or Amsterdam and/or in such other place as may be required by the Stock Exchange of Hong Kong and/or the Singapore Exchange, and (iv) in the circumstances described in Condition 8A(3), a Paying Agent with a specified office in New York City. The Paying Agents reserve the right at any time to change their respective offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of the Paying Agents will be notified promptly by the Issuer to the Holders of the Notes in accordance with Condition 14.

8E(2) The Paying Agents act solely as agents of the Issuer and the Guarantors or, following the occurrence of a Default (as defined in Condition 10), the Trustee and, save as provided in the Paying Agency Agreement, do not assume any obligations towards or relationship of agency or trust for any Holder of any Note, Receipt or Coupon and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon them in the Paying Agency Agreement or incidental thereto.

8E(3) The initial Paying Agents and their respective initial specified offices are specified below.

9.	TAXATION

All payments of principal of, and interest on, Notes by the Issuer or, as the case may be, a Guarantor will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of The Netherlands (in the case of payment by N.V.), the United Kingdom (in the case of payment by PLC), Japan (in the case of payment by UJH) or the United States (in the case of payment by UNUS) or (in any such case) any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by law. In such event, except to the extent that the withholding or deduction is made in respect of FATCA or any agreement entered into pursuant to FATCA, the Issuer or, as the case may be, such Guarantor, will pay such additional amounts (“ Additional Amounts ”) as shall be necessary in order that the net amounts received by the holder of any Note, Receipt or, as the case may be, Coupon, after such withholding or deduction, shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes, Receipts or, as the case may be, Coupons in the absence of such withholding or deduction, provided however that no such Additional Amounts shall be payable:

(A)	by N.V. or PLC with respect to:

(i)

any Note, Receipt or Coupon presented for payment by, or on behalf of, a Holder who is liable to such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with The Netherlands or, as the case may be, the United Kingdom other than the mere holding of such Note, Receipt or Coupon; or

(ii)	any payment in respect of a Note, Receipt or Coupon where the Holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or

(iii)

if presentment is required, any Note, Receipt or Coupon presented for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day; or

(iv)	any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by N.V. or, as the case may be, PLC if such payment can be made without such withholding or deduction by any other Paying Agent; or

(v)	any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or

(vi)	any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note, Receipt or Coupon; or

(vii)

any Note, Receipt or Coupon where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with or introduced in order to conform to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26th to 27th November 2000 on the taxation of savings income; or

(viii)

any Note, Receipt or Coupon presented for payment by, or on behalf of, a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a member state of the European Union; or

(ix)

any payment in respect of a Note, Receipt or Coupon to any Holder who is not the sole beneficial owner of such Note, Receipt or Coupon to the extent that a beneficial owner thereof would not have been entitled to payment thereof had such beneficial owner been the Holder of such Note, Receipt or Coupon; or

(x)

where any tax or similar amount is required to be withheld or deducted from a payment pursuant to laws enacted by Switzerland providing for the taxation of payments according to principles similar to those laid down in the draft legislation proposed by the Swiss Federal Council in its Dispatch dated 24 August 2011, in particular the principle to have a person other than the Issuer withhold or deduct tax, including, without limitation, any paying agent; or

(xi)	any combination of (i) to (x);

(B)	by UJH with respect to:

(i)

any Note, Receipt or Coupon presented for payment by, or on behalf of, a Holder who is liable to such taxes or duties in respect of such Note, Receipt or Coupon by reason of its being connected with Japan otherwise than merely by holding or ownership of the Note, Receipt or Coupon or by the receipt of principal or interest in respect of such Note, Receipt or Coupon; or

(ii)

any payment in respect of a Note, Receipt or Coupon where the Holder thereof would otherwise be exempted from any such withholding or deduction but who fails to comply with any applicable requirement to provide Exemption Information (as defined below) or to submit a Claim for Exemption (as defined below) to the Paying Agent to whom the relevant Note, Receipt or Coupon is presented, or whose Exemption Information is not duly communicated through the Participant (as defined below) and the relevant international clearing organisation to such Paying Agent; or

(iii)

any payment in respect of a Note, Receipt or Coupon where the Holder thereof is for Japanese tax purposes treated as a resident of Japan, a Japanese corporation or a person having a special relationship with the Issuer as described in the Law (as defined below) (except for (A) as a Designated Financial Institution (as defined below) who complies with the requirement to provide Exemption Information or to submit a Claim for Exemption to the Paying Agent to whom the relevant Note, Receipt or Coupon is presented or (B) a resident of Japan or a Japanese corporation who duly notifies (directly or through the Participant (as defined below) or otherwise) the relevant Paying Agent of its status as exempt from Japanese national or local taxes to be withheld or deducted by the Issuer by reason of such resident of Japan or Japanese corporation, as the case may be, receiving interest on the relevant Note, Receipt or Coupon through a paying handling agent in Japan appointed by it).

Where a Note, Receipt or Coupon is held through a participant of an international clearing organisation or a financial intermediary (each a “ Participant ”), in order to receive payments free of withholding or deduction by the Issuer for, or on account of, Japanese taxes, if the relevant Holder is (A) a non-resident of Japan or a non-Japanese corporation or (B) a Japanese financial institution falling under certain categories prescribed by the Special Taxation Measures Law (Law No. 26 of 1957) and the cabinet order (Cabinet Order No. 43 of 1957) thereunder as amended (together with the ministerial ordinance and other regulation thereunder, the “ Law ”) (a “ Designated Financial Institution ”), all in accordance with the Law, such Holder shall, at the time of entrusting a Participant with the custody of the relevant Note, Receipt or Coupon, provide certain information prescribed by the Law to enable the Participant to establish that such Holder is exempted from the requirement for Japanese taxes to be withheld or deducted (the “ Exemption Information ”) and advise the Participant if the Holder ceases to be so exempted.

Where a Note, Receipt or Coupon is not held through a Participant, in order to receive payments free of withholding or deduction by the Issuer for, or on account of, Japanese taxes, if the relevant Holder is (A) a non-resident of Japan or a non-Japanese corporation or (B) a Designated Financial Institution, all in accordance with the Law, such Holder shall, on or prior to each time on which it receives interest, submit to the relevant Paying Agent a claim for exemption from withholding tax (Hikazei Tekiyo Shinkokusho) (a “ Claim for Exemption ”) stating, inter alia, the name, address and any other required information of the Holder, the title of the Notes, the relevant Interest Payment Date, the amount of interest and the fact that the Holder is qualified to submit the Claim for Exemption, together with documentary evidence regarding its identity and residence; or

(C)	by UNUS with respect to:

(i)	any Note, Receipt or Coupon presented for payment by, or on behalf of, a Holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with the United States other than the mere holding of such Note, Receipt or Coupon; or

(ii)	any payment in respect of a Note, Receipt or Coupon where the Holder thereof would be able to avoid such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or

(iii)

(iv)	any tax, assessment or other governmental charge required to be withheld or deducted by any Paying Agent from any payment by UNUS in its capacity as Guarantor if such payment can be made without such withholding or deduction by any other Paying Agent; or

(v)	any estate, inheritance, gift, sales, transfer, excise, personal property or any similar tax, assessment or other governmental charge; or

(vi)	any tax, assessment or other governmental charge which is payable otherwise than by withholding from payment of principal, premium, if any, or interest, if any, with respect to such Note, Receipt or Coupon; or

(vii)

(viii)

(ix)

(x)	any combination of (i) to (ix).

As used herein, “ Relevant Date ” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount of the moneys payable has not been made available to the Principal Paying Agent on or prior to such date, the date on which, the full amount of such moneys having been made available, notice to that effect shall have been given to the Noteholders in accordance with Condition 14.

References herein to principal of, or interest on, the Notes shall be deemed also to refer to any Additional Amounts which may be payable with respect thereto under this Condition or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed.

The provisions of this Condition shall be without prejudice to the rights of substitution conferred by Condition 15.

10.

REPAYMENT UPON EVENT OF DEFAULT

10A. The following events or circumstances (each, a “ Default ”) shall be acceleration events in relation to the Notes of a Series:

(a)	there is a default in the payment of any principal of, or for more than 15 days in the payment of any interest due on, any of the Notes; or

(b)

there is a default in the performance or observance by the Issuer, N.V. or PLC of any other obligation under the Trust Deed or the Notes and such default continues for 30 days after written notice thereof shall have been given to the Issuer and the Guarantors by the Trustee requiring the same to be remedied; or

(c)

(i) any other indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) of either N.V. or PLC becomes prematurely repayable as a result of a default under the terms thereof, or (ii) either N.V. or PLC defaults in the repayment of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) at the maturity thereof (taking into account any applicable grace period therefor), or (iii) any guarantee or indemnity given by either N.V. or PLC in respect of any indebtedness in respect of borrowed money (amounting in aggregate principal amount to not less than U.S.$100,000,000 or the equivalent thereof in any other currency or currencies) shall not be honoured when due and called upon (taking into account any applicable grace period therefor) save where the Trustee is satisfied that liability under such guarantee or indemnity is being contested in good faith; or

(d)

an order is made or a decree or an effective resolution is passed for the winding-up, liquidation or dissolution of the Issuer or N.V. or PLC or an administration order is made or an administrator is appointed in relation to PLC (except for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee or, where UJH is the Issuer, for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15

100

or a merger, reconstruction or amalgamation not involving bankruptcy or insolvency) and (except where such order, decree or resolution is initiated or consented to by the relevant company or its shareholders) such order, decree or resolution is not discharged or stayed within a period of 60 days; or

(e)

the Issuer or N.V. or PLC (except in the case of N.V. or PLC for the purpose of a merger, reconstruction or amalgamation, under the terms of Condition 15 or the terms of which have previously been approved in writing by the Trustee or, where UJH is the Issuer, for the purpose of a merger, reconstruction or amalgamation under the terms of Condition 15 or a merger, reconstruction or amalgamation not involving bankruptcy or insolvency) ceases or threatens to cease to carry on the whole or substantially the whole of its business; or

(f)

an administrative receiver or other receiver, trustee, assignee or like officer is appointed of (where the Issuer is UJH) the whole or a substantial part of the undertaking or assets of UJH or (in any case) the whole or a substantial part of the undertaking or assets of PLC or (in any case) an administrator ( bewindvoerder ) is provisionally or definitively appointed by the District Court in the event of a moratorium ( surséance van betaling ) over the whole or a substantial part of the undertaking or assets of N.V. and (except where any such appointment is made by or at the instigation or motion of the relevant company or its shareholders) such appointment is not discharged within 30 days; or

(g)	a trustee in bankruptcy ( curator ) is appointed by the District Court in the event of bankruptcy ( faillissement ) affecting the whole or a substantial part of the undertaking or assets of N.V. and such appointment is not discharged within 30 days; or

(h)

a distress or execution is levied or enforced upon or sued out against a substantial part of the assets of either N.V. or PLC (being, in the case of N.V., either an executory attachment ( executoriaal beslag ) or a conservatory attachment ( conservatoir beslag )) and is not removed, discharged, cancelled or paid out within 30 days after the making thereof or any encumbrancer takes possession of (where the Issuer is UJH) the whole or a substantial part of the undertaking or assets of UJH or (in any case) the whole or a substantial part of the undertaking or assets of N.V. or PLC and is not discharged within 30 days; or

(i)	for any reason the guarantee of either N.V. or PLC in respect of the Notes ceases to be in full force and effect.

For the purposes of paragraphs (f), (g) and (h) the expression “ a substantial part ” means a part whose value is equal to or greater than 25 per cent. of the aggregate value of the fixed assets and current assets of the Unilever Group, such value and such assets being determined by reference to the then most recently published audited consolidated balance sheet of the Unilever Group. A report by the auditors of the relevant company that, in their opinion, (i) the amounts shown in a certificate provided by N.V. and PLC (showing the fixed assets and current assets of the relevant part and those fixed assets and current assets expressed as a percentage of the fixed assets and current assets of the Unilever Group) have been correctly extracted from the accounting records of the Unilever Group and (ii) the percentage of the fixed assets and current assets of that part to the fixed assets and the current assets of the Unilever Group has been correctly calculated, shall, in the absence of manifest error, be conclusive evidence of the matters to which it relates.

10B . If any Default shall occur in relation to the Notes of a Series, the Trustee in its discretion may, and (subject to its rights under the Trust Deed to be indemnified and/or secured and/or prefunded to its satisfaction), if so directed by an Extraordinary Resolution of the Holders of the Notes of the relevant Series or if so requested in writing by the Holders of not less than 25 per cent. in principal amount of the Notes of the relevant Series, shall, but, in the case of the happening of any of the events referred to in paragraphs (b), (c), (e), (f), (g) or (h) of Condition 10A, only if the Trustee shall have certified to the Issuer and the Guarantors that such event is, in its opinion, materially prejudicial to the interests of the Holders of the Notes of the relevant Series, by written notice to the Issuer and the Guarantors declare that such Notes are immediately repayable whereupon the same shall become immediately repayable at their default early redemption amount (which shall be their principal amount or such other default early redemption amount as may be specified in the relevant Final Terms) less, in the case of any Instalment Note, the aggregate amount of all instalments which shall have become due and payable in respect of such Note prior to the date fixed for redemption under any other Condition and which remains unpaid at such date together with all interest (if any) accrued thereon (calculated as provided in these Terms and Conditions and in the Trust Deed) and, in the case of Undated Notes, arrears of interest (if any) in respect thereof.

11.

ENFORCEMENT

At any time after the Notes of a Series shall have become repayable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and the Guarantors as it may think fit to enforce repayment of such Notes together with accrued interest and to enforce the provisions of the Trust Deed, but it shall not be bound to take any such proceedings unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least 25 per cent. in principal amount of the Notes of the relevant Series then outstanding and (ii) it shall have been indemnified and/or received security to its satisfaction. Only the Trustee may enforce the provisions of the Notes or the Trust Deed and no Holder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

101

12.

PRESCRIPTION

(a) Claims against the Issuer and/or any Guarantors in respect of Notes, Receipts and Coupons will become void unless presented for payment within a period of 10 years, in the case of Notes and Receipts and five years, in the case of Coupons, from the Relevant Date (as defined in Condition 9) relating thereto.

(b) In relation to Definitive Notes initially delivered with Talons attached thereto, there shall not be included in any Coupon sheet issued upon exchange of a Talon pursuant to Condition 8A(6) any Coupon which would be void upon issue or the due date for payment of which would fall after the due date for the redemption of the relevant Note or which would be void pursuant to this Condition 12.

13.

REPLACEMENT OF NOTES, RECEIPTS AND COUPONS

If any Note, Receipt or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer or the Principal Paying Agent may require. Mutilated or defaced Notes, Receipts and Coupons must be surrendered before replacements will be delivered.

14.

NOTICES

Notices to Holders of Notes will be deemed to be validly given if published in one leading English language daily newspaper with circulation in London (which is expected to be the Financial Times) or, if this is not possible, in one other leading English language daily newspaper with circulation in Europe or, in the case of a Temporary Global Note or Permanent Global Note, if delivered to Euroclear and/or Clearstream, Luxembourg and/or any other applicable clearing system for communication by them to the persons shown in their respective records as having interests therein provided that the requirements of the relevant stock exchange(s) have been complied with. All notices in respect of a Note listed on Euronext Amsterdam shall be published in the Euronext Amsterdam Daily Official List (“ Officiële Prijscourant ”). Any such notice shall be deemed to have been given on the date of such publication or, if so published more than once, on the date of first publication or, as the case may be, on the fourth day after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. If publication is not practicable in any such newspaper, notice will be validly given if made in such other manner, and shall be deemed to have been given on such date, as the Trustee may in each case approve in writing.

Holders of Coupons and Receipts will be deemed for all purposes to have notice of the contents of any notice given to Holders of Notes in accordance with this Condition.

In the case of Swiss Notes, for so long as any Swiss Notes are listed on the SIX Swiss Exchange and so long as the rules of the SIX Swiss Exchange so require, all notices in respect of the Swiss Notes will be validly given through the Principal Swiss Paying Agent (i) by means of electronic publication on the internet website of the SIX Swiss Exchange under the section headed “global notices” (www.swx.com) or (ii) otherwise in accordance with the regulations of the SIX Swiss Exchange.

15.

MEETINGS OF NOTEHOLDERS; MODIFICATION; WAIVER; SUBSTITUTION

The Trust Deed contains provisions for convening meetings of Holders of any Series of Notes to consider any matter affecting their interests, including the modification by Extraordinary Resolution of these Terms and Conditions or the provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes of that Series for the time being outstanding or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes of that Series so held or represented, except that, at any meeting the business of which includes the modification of certain of these Terms and Conditions or provisions of the Trust Deed, the necessary quorum for passing an Extraordinary Resolution will be two or more persons holding or representing not less than 66 per cent., or at any adjourned such meeting not less than 33 per cent., of the principal amount of the Notes of that Series for the time being outstanding. An Extraordinary Resolution passed at any meeting of Noteholders of any Series of Notes will be binding on all Noteholders of that Series, whether or not they are present at the meeting, and on all Couponholders of that Series.

The Trust Deed contains provisions for the convening of a single meeting of Holders of Notes of more than one Series where the Trustee so decides.

The Trustee may agree, without the consent of the Noteholders or Couponholders of any Series, to any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Terms and Conditions or any of the provisions of the Trust Deed which, in the opinion of the Trustee, is not materially prejudicial to the interests of the Holders of such Notes or to any modification which is of a formal, minor or technical nature or is made to correct a manifest error. The Trustee may also determine that any event which would or might otherwise constitute a Default under Condition 10 shall not do so, provided that, in the opinion of the Trustee, such event is not materially prejudicial to the interests of the Holders of the Notes of the relevant Series. Any such modification, waiver, authorisation or determination shall be binding on the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto and (unless the Trustee agrees otherwise) any such modification shall be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 14.

102

The Trustee may also agree, subject to certain conditions set out in the Trust Deed, but without the consent of the Holders of the Notes of such Series and of the Receipts and of the Coupons (if any) relating thereto, (i) to the substitution of any Group Company in place of the Issuer as principal debtor in respect of the Notes of any Series or (ii) to the substitution in place of the Issuer as principal debtor, or of any Guarantor, of any successor in business (as defined in the Trust Deed) of the Issuer or, as the case may be, that Guarantor. It is a condition of any such substitution that such Notes, Receipts and Coupons (if any) relating thereto thereupon become or remain, as the case may be, unconditionally and irrevocably guaranteed on a joint and several basis by N.V. (except where N.V. is the new principal debtor), PLC (except where PLC is the new principal debtor) and UNUS (except where UJH is the new principal debtor).

So long as any Notes remain outstanding (as defined in the Trust Deed), neither UJH nor N.V. nor PLC will merge with, or transfer all or substantially all of its assets or undertaking to, another company (except where UJH, N.V. or PLC, as the case may be, is the continuing company) unless that other company agrees, in form and manner reasonably satisfactory to the Trustee, to be bound by the terms of the Notes, Receipts and the Coupons (if any) appertaining thereto and the Trust Deed in place of UJH or, as the case may be, N.V. or PLC and the Trustee is satisfied that the conditions set out in the Trust Deed are complied with.

In considering the interests of the Noteholders for the purposes of any substitution, merger or transfer as aforesaid the Trustee shall not have regard to the consequences for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political subdivision thereof.

16.

INDEMNIFICATION OF THE TRUSTEE

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking proceedings to enforce repayment unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with N.V., PLC, UJH, UNUS and/or any Group Company without accounting to any Noteholders, Receiptholders or Couponholders for any profit resulting therefrom.

17.

FURTHER ISSUES AND ADDITIONAL ISSUERS

17A. The Issuer may, from time to time, without the consent of the Holders of any Notes, Receipts or Coupons of any Series, create and issue further notes, bonds or debentures having the same terms and conditions as the Notes of an existing Series in all respects (or, in all respects except for the first payment of interest, if any, on them and/or the denomination thereof) so as to form a single series with the Notes of the existing Series.

17B. Subject as provided in the Trust Deed, N.V. and PLC may designate any Group Company to become an Issuer of Notes under the Trust Deed. As provided in the Trust Deed, any such Group Company which is to become an Issuer of any Series of Notes shall become such under the terms of a supplemental deed in or substantially in the form scheduled to the Trust Deed (or in such other form as may be approved by the Trustee in writing) (which shall take effect in accordance with its terms) whereby such Group Company agrees to be bound as an Issuer under the Trust Deed and the Paying Agency Agreement, all as more fully provided in the Trust Deed.

18.

GOVERNING LAW

The Trust Deed, the Paying Agency Agreement, the Notes, the Receipts and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and will be construed in accordance with, English law.

19.

JURISDICTION

The Issuer and the Guarantors (other than PLC) have, in the Trust Deed, submitted to the jurisdiction of the English courts, save that where the Notes, Receipts or Coupons are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Final Terms that such Notes, Receipts or Coupons are to be listed on the SIX Swiss Exchange the Issuers and the Guarantors have, in the Trust Deed, submitted to the non-exclusive jurisdiction of the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, for all purposes in connection with the Trust Deed, the Notes, the Receipts and the Coupons.

20.

RIGHTS OF THIRD PARTIES

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

103

THE FIFTH SCHEDULE

Form of Supplemental Deed increasing Programme Limit

THIS DEED made the [ ] day of [ ], [ ]

BETWEEN

(1)	UNILEVER N.V., UNILEVER PLC, UNILEVER JAPAN HOLDINGS K.K. and UNILEVER UNITED STATES, INC.; and

(2)	THE LAW DEBENTURE TRUST CORPORATION p.l.c. as Trustee.

SUPPLEMENTAL to a Trust Deed dated 22 ^nd July, 1994 made between the parties hereto relating to a Programme for the Issuance of Debt Instruments WITNESSES that the limit of U.S.$15,000,000,000 imposed by Clause 2(A) of the said Trust Deed as amended by Deeds supplemental thereto dated 24 ^th July, 1995, 11 ^th July, 1996, 13 ^th November, 1997, 11 ^th November, 1998, 4 ^th July, 2000, 2 ^nd July, 2001, 1 ^st July, 2002, 27 ^th June, 2003, 2 ^nd June, 2004, 10 ^th August, 2005, 15 ^th May, 2007, 13 ^th May, 2008, 11 ^th May, 2009, 6 ^th May, 2010, 5 ^th May, 2011, 4 ^th May, 2012, 3 ^rd May, 2013 and [2 ^nd ] May, 2014 is hereby increased to U.S.$[ ].

IN WITNESS thereof the parties hereto have executed this Deed as a deed the day and year first above written.

104

THE SIXTH SCHEDULE

Form of Supplemental Deed joining a New Issuer

THIS SUPPLEMENTAL DEED is made this [ ] day of [ ], [ ]

BY:

(1)	[ ] a company incorporated in [ ] having its registered office at [ ] (the “ New Issuer ”);

(2)

UNILEVER N.V. , a company incorporated under the laws of The Netherlands, whose corporate seat is in Rotterdam and its address at Weena 455, 3013 AL, Rotterdam, The Netherlands, UNILEVER PLC , a company incorporated under the laws of England, whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom, UNILEVER JAPAN HOLDINGS K.K. , a company incorporated under the laws of Japan, whose registered office is at 1-1, Kamimeguro 2-chome, Meguro-ku, Tokyo 153-8578, Japan and UNILEVER UNITED STATES, INC. , a company incorporated under the laws of the State of Delaware, United States of America, whose registered office is at 1209 Orange Street, Wilmington, Delaware 19801, United States of America;

(3)	THE LAW DEBENTURE TRUST CORPORATION p.l.c. , a company incorporated under the laws of England, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the “ Trustee ”);

(4)	[ ] in its capacity as principal paying agent (the “ Principal Paying Agent ”, which expression shall include any successor to [ ] in its capacity as such); and

(5)	[ ] and [ ] in their capacities as paying agents (the “ Paying Agents ”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed).

WHEREAS:

(A)

This Supplemental Deed is supplemental to the trust deed dated 22nd July, 1994 made between Unilever N.V., Unilever PLC and Unilever Japan Holdings K.K. as issuers (the “ Original Issuers ”), Unilever PLC, Unilever N.V. and Unilever United States, Inc. as guarantors (the “ Original Guarantors ”) and the Trustee (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “ Trust Deed ”) and to the paying agency agreement dated 22nd July, 1994 made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the Paying Agents (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “ Paying Agency Agreement ”).

(B)	The New Issuer is a Group Company of Unilever N.V. and Unilever PLC.

(C)

At the request of [ ], the New Issuer wishes to execute this Supplemental Deed (being a deed supplemental to the Trust Deed in order to become an Issuer as defined in the Trust Deed) and pursuant to the provisions therein contained, and pursuant to the provisions contained in the Paying Agency Agreement.

105

(D)

Each of the Agents (as defined in Clause 1 hereof) wishes, pursuant to the terms of the Paying Agency Agreement to act as an agent (in the capacity in which it has been appointed under the Paying Agency Agreement and in accordance with the terms thereof) of [ ] which becomes an Issuer pursuant to, and in the manner provided in, Clause 17(E) of the Trust Deed.

(E)	[ ] has agreed to guarantee the payment of all moneys payable by the New Issuer under the Trust Deed and in respect of any Notes issued by the New Issuer in the manner appearing hereunder and under the Trust Deed.

[(F)

The Trustee has received legal opinion(s) from legal counsel in the country of incorporation of the New Issuer and of [ ] and from legal counsel in England, reasonably satisfactory to it, to the effect, inter alia , that the New Issuer and [ ] each have the capacity and power to enter into this supplemental deed and that, when executed and delivered by such New Issuer and [ ], this supplemental deed will constitute valid and legally binding obligations of such New Issuer.] ¹

NOW THEREFORE THIS SUPPLEMENTAL DEED WITNESSETH AND IT IS HEREBY DECLARED as follows:

1.	Definitions and Interpretations

(A)	In this Supplemental Deed, any reference to “ Agents ” is to the Principal Paying Agent and the other Paying Agents.

(B)	To the extent to which the same are applicable and unless otherwise defined herein, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this Supplemental Deed (including the recitals hereto).

2.	Acknowledgement by New Issuer

The New Issuer hereby appoints the Trustee (and the Trustee hereby accepts such appointment) to act as Trustee on the same terms as set out in the Trust Deed.

3.	Guarantee

[ ] hereby confirms that the guarantee contained in Clause 8 of the Trust Deed applies to all amounts owing by the New Issuer under or pursuant to the Trust Deed and any Notes, Receipts or Coupons appertaining thereto.

¹	Recital (F) and Clause 6 of this Supplemental Deed are alternatives, one of which (to be determined by the Trustee) should be deleted.

106

4.	Appointment of Agents

The New Issuer hereby appoints each of the Agents as its agent on the same terms set out in the Paying Agency Agreement and each of the Agents accepts its appointment as agent of the New Issuer in relation to any Notes issued by the New Issuer and shall comply with the terms and conditions applicable thereto, the provisions of the Paying Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.

5.	Incorporation of Terms

It is declared that there shall be deemed to be incorporated in this Supplemental Deed all the covenants, undertakings, powers, obligations and/or other provisions of the Trust Deed, the Schedules thereto, the Conditions and the Paying Agency Agreement relating to or affecting the Issuers in the same manner and to the same extent as if the same had been, mutatis mutandis , set out in full in this Supplemental Deed and made applicable to the New Issuer, and (without prejudice to the generality of the foregoing) the New Issuer accordingly covenants:

(i)

in favour of the Trustee to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Trust Deed or the Schedules or the Conditions; and

(ii)

in favour of the Trustee and each of the Agents, to duly perform and observe and be bound by the said covenants, undertakings, powers, obligations and/or other provisions imposed on or relating to or affecting it by or under the Paying Agency Agreement.

[6.	Conditions

This Supplemental Deed shall not take effect unless and until the Trustee shall have received opinions of legal counsel in the country of incorporation of the New Issuer and of [ ] and in England, reasonably satisfactory to it, to the effect, inter alia , that the New Issuer and [ ] each have the capacity and power to enter into this Supplemental Deed and that this Supplemental Deed constitutes valid and legally binding obligations of the New Issuer and [ ].]

7.	Counterparts

This Supplemental Deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this Supplemental Deed by signing any such counterpart.

8.	Governing Law

This Supplemental Deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England.

107

[9.	Jurisdiction

In relation to all claims arising hereunder (including a claim relating to any non-contractual obligations arising out of or in connection with this Supplemental Deed) [ ] severally agree that the courts of England are to have jurisdiction to settle any such claim and that accordingly any suit, action or proceedings (together referred to as “ Proceedings ”) arising hereunder may be brought in such courts, save that in respect of Notes issued under the Trust Deed which are denominated in the lawful currency of Switzerland and in respect of which it is specified in the relevant Final Terms that such Notes are to be listed on the SIX Swiss Exchange, each of the parties hereto irrevocably agrees, for the benefit only of the Trustee and the holders of such Notes that the ordinary courts of the Canton of Zurich, place of jurisdiction being Zurich 1, Switzerland, shall have non-exclusive jurisdiction to hear and determine Proceedings. Nothing contained in this Clause shall limit any right to take proceedings against [ ] in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. Each of [ ] irrevocably agrees that any legal proceedings or any demand or any notice may be made or served on it by the same being posted in a prepaid registered or recorded delivery letter addressed to it at the address set out in Clause 32 of the Trust Deed for the time being of Unilever PLC (or at such other office as it may have notified in writing to the Trustee and as the Trustee shall from time to time have approved) and marked for the attention of the Group Secretary of Unilever PLC or such other official of Unilever PLC as [ ] may have notified in writing to the Trustee and the Trustee shall from time to time have approved.]

IN WITNESS WHEREOF this Supplemental Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.

108

THE SEVENTH SCHEDULE

Form of Supplemental Deed releasing an Issuer

THIS SUPPLEMENTAL DEED is made this [ ] day of [ ], [ ]

BY:

(1)	[ ] a duly incorporated company having its [registered office at [ ]] ¹ [corporate seat in Rotterdam, The Netherlands] ² (the “ Retiring Issuer ”);

(2)	THE LAW DEBENTURE TRUST CORPORATION p.l.c. , a company incorporated under the laws of England, whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the “ Trustee ”);

(3)	[ ] in its capacity as principal paying agent (the “ Principal Paying Agent ”, which expression shall include any successor to [ ] in its capacity as such);

(4)	[ ] and [ ] in their capacities as paying agents (the “ Paying Agents ”, which expression shall include the Principal Paying Agent and any substitute or additional paying agents so appointed).

WHEREAS:

(A)

This supplemental deed is supplemental to the trust deed dated 22nd July, 1994 made between Unilever N.V., Unilever PLC and Unilever Japan Holdings K.K. as Issuers (the “ Original Issuers ”), Unilever PLC and Unilever N.V. and Unilever United States, Inc. as Guarantors (the “ Original Guarantors ”) and the Trustee (such trust deed, as from time to time amended and restated or supplemented in accordance with its terms being referred to herein as the “ Trust Deed ”) and to the paying agency agreement dated 22nd July, 1994 made between the Original Issuers, the Original Guarantors, the Trustee, the Principal Paying Agent and the other Paying Agents (such paying agency agreement, as from time to time amended and restated or supplemented with the prior consent of the Trustee being referred to herein as the “ Paying Agency Agreement ”).

(B)	[There are not outstanding any Notes issued by the Retiring Issuer.]/ [ ] has assumed the obligations under the Notes.] ³

¹	Delete if N.V. is the Retiring Issuer.

²	Include if N.V. is the Retiring Issuer.

³	Delete as applicable.

109

(C)	At the request of the Retiring Issuer, the Trustee has agreed to execute this supplemental deed in order to release the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed.

(D)	The Trustee and each of the Agents (as defined in Clause 1 of these presents) have agreed that the Retiring Issuer shall be released from its obligations, undertakings and covenants under the Paying Agency Agreement upon the execution and delivery of this supplemental deed.

NOW THEREFORE THIS SUPPLEMENTAL DEED WITNESSETH AND IT IS HEREBY DECLARED as follows:


1.		(A)		In this supplemental deed, any reference to “ Agents ” is to the Principal Paying Agent and the other Paying Agents as such expressions are defined in the Paying Agency Agreement.

(B)

To the extent to which the same are applicable, the definitions and provisions contained in Clause 1 of the Trust Deed shall apply to and be incorporated in this supplemental deed (including the recitals hereto).

2.	At the request of the Retiring Issuer:

(a)

the Trustee hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Trust Deed; and

(b)

the Trustee and each of the Agents hereby releases the Retiring Issuer from its obligations, undertakings and covenants under the Paying Agency Agreement.

3.	The release of the Retiring Issuer shall not affect any accrued rights and liabilities as between the Retiring Issuer, the Trustee and the Agents pursuant to the Trust Deed and the Paying Agency Agreement.

4.	This supplemental deed may be executed in any number of counterparts, each of which shall be identical and all of which, when taken together, shall constitute one and the same instrument and any one of the parties hereby may execute this supplemental deed by signing any such counterpart.

5.	This supplemental deed, and any non-contractual obligations arising out of or in connection with it, is governed by, and shall be construed in accordance with, the laws of England.

IN WITNESS WHEREOF this supplemental deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered on the date first above written.

110

THE EIGHTH SCHEDULE

Provisions for Meetings of Holders of Notes


1.		(A)		As used in this Schedule, the following expressions shall have the meanings hereinafter mentioned unless the context otherwise requires:

(1)

“ voting certificate ” shall mean a certificate in the English language issued by any Paying Agent and dated, in which it is stated:

(a)

that on the date thereof, Notes of any Series (not being Notes in respect of which a block voting instruction has been issued and is outstanding in respect of the meeting specified in such voting certificate or any adjournment thereof) of the principal amount(s) specified and bearing specified serial numbers have been deposited with such Paying Agent and that no such Notes will be released until the first to occur of:

(i)

the conclusion of the meeting specified in such certificate or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and

(ii)

the surrender of the voting certificate to the Paying Agent who issued the same; or

(b)

that until the release of the Notes represented thereby the bearer thereof is entitled to attend and vote at such meeting or any adjournment thereof in respect of the Notes represented by such certificate;

(2)

“ block voting instruction ” shall mean a document in the English language issued by any Paying Agent and dated, in which:

(a)

it is certified that Notes of the relevant Series (not being Notes in respect of which a voting certificate has been issued and is outstanding in respect of the meeting specified in such block voting instruction or any adjournment thereof) have been deposited with such Paying Agent and that no such Bearer Notes will be released until the first to occur of:

(i)

the conclusion of the meeting specified in such document or if applicable any adjournment thereof or any poll taken on any resolution proposed thereat (whichever is the later); and

(ii)

the surrender, not less than 48 hours before the time for which such meeting or adjourned meeting is convened or poll called, of the respective receipts to the Paying Agent who issued the same in respect of each such deposited Note which is to be released coupled with notice from the Paying Agent to the relevant Issuer of such surrender;

111

(b)

it is certified that each depositor of such Notes has instructed such Paying Agent that the vote(s) attributable to his or its Notes so deposited should be cast in a particular way in relation to the resolution or resolutions to be put to such meeting or any adjournment thereof and that all such instructions are, during the period of 48 hours prior to the time for which such meeting or adjourned meeting is convened, neither revocable nor subject to amendment;

(c)

the total number, the principal amounts and the certificate numbers of the Notes so deposited are listed, distinguishing with regard to principal amount and with regard to each such resolution between those in respect of which instructions have been given as aforesaid that the votes attributable thereto should be cast in favour of the resolution, and those in respect of which instructions have been given that the votes attributable thereto should be cast against the resolution; and

(d)

one or more persons named in such document (hereinafter called a “ proxy ”) is or are authorised and instructed by such Paying Agent to cast the votes attributable to the Notes so listed in accordance with the instructions referred to in (c) above as set out in such document.

(B)

Voting certificates and block voting instructions shall only be issued in respect of Notes deposited with any Paying Agent not less than 48 hours before the time for which the meeting or the poll to which the same relate has been convened or called and shall be valid only for so long as the relevant Notes will not be released pursuant to this paragraph 1 hereof and during the validity thereof the Holder of any such voting certificate or (as the case may be) the proxy or proxies named in any block voting instruction shall, for all purposes in connection with any meeting of Holders of Notes, be deemed to be the Holder of the Notes of the relevant Series to which such voting certificate or block voting instruction relates and the Paying Agent with which such Notes have been deposited shall nevertheless be deemed for such purposes not to be the Holder of those Notes.

The Trustee, the relevant Issuer or the relevant Guarantors at any time may, and the Trustee shall (subject to its being indemnified to its satisfaction against all costs and expenses thereby occasioned) upon a request in writing at the time by Holders of Notes holding not less than one-tenth of the principal amount outstanding of the Notes of any particular Series for the time being outstanding shall, convene a meeting of the Holders of Notes of such Series. Whenever the relevant Issuer or the relevant Guarantors is or, as the case may be, are about to convene any such meeting it shall forthwith give notice in writing to the Trustee of the day, time and place thereof and of the nature of the business to be transacted thereat. Every such meeting shall be held at such place as the Trustee may approve.

112

At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the Holders of the Notes of the relevant Series in the manner provided in the Conditions. A copy of the notice shall be given to the Trustee unless the meeting shall be convened by the Trustee, and to the relevant Issuer or the relevant Guarantors unless the meeting shall be convened by such relevant Issuer or the relevant Guarantors. Such notice shall be given in the manner provided in these presents and shall, unless in any particular case the Trustee otherwise agrees, specify the terms of the resolutions to be proposed and shall include to the extent applicable to the relevant Series, inter alia , statements to the effect that Notes of the relevant Series may be deposited with any Paying Agent for the purpose of obtaining voting certificates or appointing proxies until 48 hours before the time fixed for the meeting but not thereafter.

A person (who may, but need not, be the Holder of a Note of the relevant Series) nominated in writing by the Trustee shall be entitled to take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time appointed for the holding of such meeting the Holders of Notes present shall choose one of their number to be chairman and, failing such choice, the relevant Issuer may appoint a chairman who may, but need not, be the Holder of a Note.

At any such meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives and being or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding shall form a quorum for the action of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be two or more persons present in person holding Notes of the relevant Series or voting certificates or being proxies and holding or representing in the aggregate a clear majority in principal amount of the Notes of the relevant Series for the time being outstanding; PROVIDED THAT at any meeting the business of which includes any of the following matters (each of which shall only be capable of being effected after having been approved by Extraordinary Resolution) namely:

(i)

varies the date of maturity or any date of redemption of any of the Notes of the relevant Series or any date for payment of any principal or interest in respect thereof; or

(ii)

reduces or cancels the principal amount of the Notes of the relevant Series, varies any provision regarding the calculation of the amount or the rate of interest payable thereon or varies the rate of discount, rate of amortisation or any other rate of return applicable thereto or reduces the amount of principal or interest payable on any date; or

(iii)

modifies the provisions contained in this Schedule concerning the quorum required at any meeting of Holders of Notes in respect of the Notes of the relevant Series or any adjournment thereof or concerning the majority required to pass an Extraordinary Resolution; or

113

(iv)

varies the currency in which any payment (or other obligation) in respect of the Notes of the relevant Series is to be made; or

(v)

amends this proviso in any manner,

the quorum shall be two or more persons present holding Notes or voting certificates or being proxies and holding or representing in the aggregate not less than 66 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding.

If within half an hour from the time appointed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of Holders of Notes, be dissolved. In any other case it shall be adjourned for such period, not being less than fourteen days nor more than 42 days, and to such time and place as may be appointed by the chairman. Save as otherwise provided in the proviso to this paragraph, at such adjourned meeting two or more persons present in person holding Notes of the relevant Series and/or voting certificates and/or being proxies or representatives (whatever the principal amount of the Notes so held or represented) shall form a quorum and shall have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting Provided that at any adjourned meeting the business of which includes any of the matters specified in the proviso to paragraph 5 above, the quorum shall be two or more persons present holding Notes or voting certificates or being proxies or representatives and holding or representing in the aggregate no less than 33 per cent. of the principal amount of the Notes of the relevant Series for the time being outstanding.

The chairman may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

At least fourteen days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. Subject as aforesaid, it shall not be necessary to give any notice of an adjourned meeting.

Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a Holder of a Note or as a Holder of a voting certificate and/or as a proxy.

10.

At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman or the relevant Issuer or the relevant Guarantors or by one or more persons holding one or more Notes of the relevant Series or voting certificates and/or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth part of the principal amount outstanding of the Notes of the relevant Series for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

114

11.

If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded.

12.	Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13.

The Trustee, the relevant Issuer and the relevant Guarantors (through their respective representatives) and their respective financial and legal advisers shall be entitled to attend and speak at any meeting of the Holders of Notes. Save as aforesaid, no person shall be entitled to attend or vote at any meeting of the Holders of Notes or to join with others in requesting the convening of such a meeting unless he is the Holder of a voting certificate or is a proxy or representative.

Neither the relevant Issuer nor the relevant Guarantors nor any of their group companies shall be entitled to vote in respect of Notes held by or on its behalf but this shall not prevent any proxy or representative named in the block voting instructions from being a director, officer or representative of, or otherwise connected with, the relevant Issuer, the relevant Guarantors or any of their group companies.


14.		(a)		Subject as provided in paragraph 13 above, at any such meeting (a) on a show of hands every person who is present in person or who produces his appointment as a representative or a Note or a voting certificate or who is a proxy, shall have one vote and (b) on a poll every person who is so present shall have one vote in respect of each U.S.$1 (a “ Unit ”) of Notes of the relevant Series so produced or represented by the voting certificate so produced or in respect of which he is a proxy. Without prejudice to the obligations of the proxies named in any block voting instruction or form of proxy, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

(b)

If any Issuer shall have issued and have outstanding Notes which are not denominated in U.S. dollars, in the case of any meeting of holders of Notes of more than one currency, the amount of such Notes shall (i) for the purposes of paragraph 22 below be the equivalent in U.S. dollars at the spot rate of a bank nominated by the Trustee for the conversion of the relevant currency or currencies to U.S. dollars on the day on which the request in writing or instrument in writing is received by the Trustee or if that is not a day on which banks and foreign exchange markets are open in London, the next following such day and (ii) for the purposes of paragraphs 5, 6, 10 and 14(a) above and paragraph 17 below (whether in respect of the meeting, or any adjournment thereof or any poll resulting therefrom) be the equivalent at such spot rate on the Business Day (as defined in Condition 8B(1)) prior to the day of such meeting. In such circumstances, and where Notes denominated in U.S. dollars

115

but of different amounts are to be treated together for the purposes of this Schedule, on any poll each person present shall have one vote for every U.S.$1 in principal amount of the Notes (converted as above) held.

15.	A proxy named in any block voting instruction need not be a Holder of any Note.

16.

Each block voting instruction and each form of proxy, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution on behalf of the relevant Paying Agent, shall be deposited at the registered office of the relevant Issuer (or at such other place as the Trustee shall designate or approve) not less than 24 hours before the time appointed for holding the meeting or adjourned meeting or for the taking of the poll at which the proxy named in the block voting instruction or form of proxy proposes to vote and in default the block voting instruction or form of proxy shall not be treated as valid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting or poll proceeds to business. A notarially certified copy of each such block voting instruction and form of proxy and satisfactory proof as aforesaid (if applicable) shall be deposited with the Trustee before the commencement of the meeting, adjourned meeting or poll but the Trustee shall not thereby be obliged to investigate or be concerned with the validity of, or the authority of the proxy named in, any such block voting instruction or form of proxy.

17.

Any vote given in accordance with the terms of a block voting instruction or form of proxy shall be valid notwithstanding the previous revocation or amendment of the block voting instruction or form of proxy or of any of the Noteholders’ instructions pursuant to which it was executed; PROVIDED THAT no intimation in writing of such revocation or amendment shall have been received from the Principal Paying Agent by the relevant Issuer at its registered office or by the chairman of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the block voting instruction or form of proxy is intended to be used.

18.

A meeting of the Holders of Notes shall, in respect of the Notes of the relevant Series and subject to the provisions contained in the Conditions, in addition to the powers hereinbefore given, but without prejudice to any powers conferred on other persons by these presents, have the following powers exercisable by Extraordinary Resolution namely:

(a)

to sanction any proposal by the relevant Issuer or the relevant Guarantors for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Holders of Notes and/or the Receiptholders and/or the Couponholders in respect of the Notes of the relevant Series, against the relevant Issuer and/or Guarantors whether such rights shall arise under these presents, the Notes, the Receipts or Coupons (if any) of that Series or otherwise;

(b)

power to sanction any scheme or proposal for the exchange or sale of the Notes of any Series, for the conversion of the Notes of any Series, into or the cancellation of the Notes of any Series, in consideration of, shares, stock, bonds, notes, debentures, debenture stocks and/or other obligations and/or securities of the relevant Issuer or any other company formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration

116

of such shares, stock, bonds, notes, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash;

(c)

to assent to any modification or alteration of the provisions contained in the Notes or the Coupons of the relevant Series, the Conditions thereof or these presents which shall be proposed by the relevant Issuer, the relevant Guarantors or the Trustee;

(d)

to waive or authorise any breach or proposed breach by the relevant Issuer or the relevant Guarantors of its or their obligations under the Conditions applicable to the Notes of the relevant Series or these presents or determine that any act or omission which might otherwise constitute an Event of Default under the Conditions applicable to the Notes of the relevant Series shall not be treated as such;

(e)

to authorise the Trustee to concur in and execute and do all such documents, acts and things as may be necessary to carry out and give effect to any Extraordinary Resolution;

(f)

to give any authority, direction or sanction which under these presents or the Conditions applicable to the Notes of the relevant Series is required to be given by Extraordinary Resolution;

(g)

to appoint any persons (whether Holders of Notes or not) as a committee or committees to represent the interests of the Holders of Notes in respect of the Notes of the relevant Series and to confer upon such committee or committees any powers or discretions which such Holders of Notes could themselves exercise by Extraordinary Resolution;

(h)

to approve a person proposed to be appointed a new Trustee under these presents and to remove any Trustee or Trustees for the time thereof; and

(i)

to discharge or exonerate the Trustee from any liability in respect of any act or omission for which the Trustee may have become responsible under these presents or under the Notes of the relevant Series.

19.

An Extraordinary Resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with these presents shall be binding upon all the Holders of Notes of the relevant Series, whether present or not present at such meeting, and upon all the Receiptholders and Couponholders in respect of Notes of the relevant Series and each of the Holders of Notes and Receiptholders and Couponholders shall, in respect of the Notes of that Series, be bound to give effect thereto accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing thereof.

20.	The expression “ Extraordinary Resolution ” when used in these presents means a resolution passed at a meeting of the Holders of Notes in respect of the Notes of the relevant Series duly convened and held in accordance with the provisions contained

117

herein by a majority consisting of not less than three-fourths of the votes cast thereon or an instrument or instruments in writing signed by the Holder or Holders of not less than 75 per cent. of the Notes of the relevant Series for the time being outstanding.

21.	If and whenever an Issuer shall have issued and have outstanding any Notes which do not form one single Series then the foregoing provisions of this Schedule shall have effect subject to the following modifications:

(i)

a resolution which in the opinion of the Trustee affects one Series only of the Notes shall be deemed to have been duly passed if passed at a separate meeting of the Holders of the Notes of the relevant Series;

(ii)

a resolution which in the opinion of the Trustee affects more than one Series of the Notes but does not give rise to a conflict of interest between the Holders of Notes of any of the Series affected shall be deemed to have been duly passed if passed at a single meeting of the Holders of the Notes of all Series so affected;

(iii)

a resolution which in the opinion of the Trustee affects more than one Series of Notes and gives or may give rise to a conflict of interest between the Holders of the Notes of one Series or group of Series so affected and the Holders of the Notes of another Series or group of Series so affected shall be deemed to have been duly passed only if in lieu of being passed at a single meeting of the Holders of the Notes of all such Series it shall be duly passed at separate meetings of the Holders of the Notes of each Series so affected; and

(iv)

to all such meetings as aforesaid all preceding provisions of this Schedule shall, mutatis mutandis, apply as if references therein to Notes and Noteholders or Holders of Notes of the relevant Series were references to the Notes of the Series or group of Series in question and to the Holders of such Notes respectively.

22.

Minutes of all resolutions and proceedings at every such meeting as aforesaid shall be made and duly entered in books to be from time to time provided for that purpose by the relevant Issuer or the Trustee and any such minutes as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of the Holders of Notes in respect of the Notes of the relevant Series, shall be conclusive evidence of the matters therein contained and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been made and signed as aforesaid shall be deemed to have been duly held and convened and all resolutions passed or proceedings transacted thereat to have been duly passed and transacted.

Subject to all other provisions contained in these presents, the Trustee may by agreement with N.V. and PLC, without the consent of the Noteholders, the Receiptholders or the Couponholders, prescribe such further regulations regarding the holding of meetings of Noteholders and attendance and voting thereat as the Trustee may in its discretion determine.

23.

So long as the Notes of the relevant Series are represented by any Notes in global form, the Holder of the relevant Notes in global form shall for the purposes of this Schedule be deemed to be two persons and, at any such meeting, as having one vote in respect of each Unit for which such Notes in global form may be exchanged.

118

Exhibit 2.3

UNILEVER CAPITAL CORPORATION.

Company

UNILEVER N.V.,

Issuer and Guarantor

UNILEVER PLC,

Guarantor

UNILEVER UNITED STATES. INC.,

Guarantor

THE BANK OF NEW YORK MELLON,

Trustee

AMENDED AND RESTATED INDENTURE

Dated as of September 22, 2014

Guaranteed Debt Securities

TABLE OF CONTENTS ¹


	Page

PARTIES		1

RECITALS OF THE COMPANY AND THE PARENTS		1

RECITALS OF EACH OF THE GUARANTORS		1


ARTICLE I

Definitions and Other Provisions of General Application

SECTION 1.01.	Definitions:	2

	Act	2

	Affiliate	2

	Annual Accounts of Unilever PLC and Unilever N.V.	2

	Attributable Debt	2

	Authenticating Agent	2

	Authorized Newspaper	3

	Board of Directors	3

	Board Resolution	3

	Business Day	3

	Capital Employed	3

	Commission	3

	Company	3

	Corporate Trust Office	3

	corporation	3

	Coupon or Coupons	3

¹	NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.


		Debt			3

		Debt Securities			3

		Defaulted Interest			4

		Depository			4

		Discharged			4

		endorsed			4

		Event of Default			4

		Exchange Act			4

		Exchange Date			4

		Foreign Currency			4

		Foreign Government Securities			4

		Global Security			4

		Guarantee			4

		Guarantors			4

		Holder			4

		Indenture			4

		interest			4

		Interest Payment Date			4

		Investment Company Act			5

		Issuer			5

		Issuer Request and Issuer Order			5

		Maturity			5

		Netherlands			5

		Notice of Default			5

		N.V. Shares			5


		Officers’ Certificate			5

		Opinion of Counsel			5

		Original Issue Discount Security			5

		Outstanding			5

		Parents			6

		Paying Agent			6

		Person			6

		Place of Payment			7

		Predecessor Debt Security			7

		Principal Property			7

		Redemption Date			7

		Redemption Price			7

		Regular Record Date			7

		Responsible Officer			7

		Restricted Subsidiary			7

		Securities Act			7

		Security Register and Security Registrar			7

		Senior Debt			7

		Special Record Date			8

		Stated Maturity			8

		Subsidiary			8

		Trust Indenture Act			8

		Trustee			8

		United Kingdom			8

		United States Alien			8

iii


	United States of America	8

	U.S. Governmental Obligations	9

	U.S. Person	9

	Vice President	9

	Voting Stock	9

	Yield to Maturity	9

SECTION 1.02.	Compliance Certificates and Opinions.	9

SECTION 1.03.	Form of Documents Delivered to Trustee.	10

SECTION 1.04.	Acts of Holders.	10

SECTION 1.05.	Notices, Etc., to Trustee, Company, the Parents or Unilever U.S.	12

SECTION 1.06.	Notice to Holders; Waiver.	12

SECTION 1.07.	Conflict with Trust Indenture Act.	12

SECTION 1.08.	Effect of Headings and Table of Contents.	12

SECTION 1.09.	Successors and Assigns.	13

SECTION 1.10.	Separability Clause.	13

SECTION 1.11.	Benefits of Indenture.	13

SECTION 1.12.	Governing Law.	13

SECTION 1.13.	Saturdays, Sundays and Legal Holidays.	13

SECTION 1.14.	Appointment of Agent for Service.	13

ARTICLE II

Debt Security Forms

SECTION 2.01.	Forms Generally.	14

SECTION 2.02.	Guarantee by Guarantors; Form of Guarantee.	14

SECTION 2.03.	Form of Trustee’s Certificate of Authentication.	17


ARTICLE III

The Debt Securities

SECTION 3.01.	Amount Unlimited; Issuable in Series.	17

SECTION 3.02.	Denominations.	20

SECTION 3.03.	Execution, Authentication, Delivery and Dating.	20

SECTION 3.04.	Temporary Debt Securities.	21

SECTION 3.05.	Registration, Registration of Transfer and Exchange.	22

SECTION 3.06.	Mutilated, Destroyed, Lost and Stolen Debt Securities.	23

SECTION 3.07.	Payment of Interest; Interest Rights Preserved.	24

SECTION 3.08.	Persons Deemed Owners.	26

SECTION 3.09.	Cancellation.	26

SECTION 3.10.	Computation of Interest.	26

SECTION 3.11.	Compliance with Certain Laws and Regulations.	27

SECTION 3.12.	Global Security.	27

SECTION 3.13.	CUSIP Numbers.	28

ARTICLE IV

Satisfaction and Discharge

SECTION 4.01.	Satisfaction and Discharge of Indenture.	28

SECTION 4.02.	Application of Trust Money.	30

ARTICLE V

Remedies

SECTION 5.01.	Events of Default.	30

SECTION 5.02.	Acceleration of Maturity; Rescission and Annulment.	31

SECTION 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee.	32

SECTION 5.04.	Trustee May File Proofs of Claim.	33


SECTION 5.05.	Trustee May Enforce Claims Without Possession of Debt Securities.	34

SECTION 5.06.	Application of Money Collected.	34

SECTION 5.07.	Limitation on Suits.	34

SECTION 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	35

SECTION 5.09.	Restoration of Rights and Remedies.	35

SECTION 5.10.	Rights and Remedies Cumulative.	35

SECTION 5.11.	Delay or Omission Not Waiver.	36

SECTION 5.12.	Control by Holders.	36

SECTION 5.13.	Waiver of Past Defaults.	36

SECTION 5.14.	Undertaking for Costs.	36

SECTION 5.15.	Waiver of Usury, Stay or Extension Laws.	37

ARTICLE VI

The Trustee

SECTION 6.01.	Certain Duties and Responsibilities.	37

SECTION 6.02.	Notice of Defaults.	37

SECTION 6.03.	Certain Rights of Trustee.	38

SECTION 6.04.	Not Responsible for Recitals or Issuance of Debt Securities.	39

SECTION 6.05.	May Hold Debt Securities.	39

SECTION 6.06.	Money Held in Trust.	39

SECTION 6.07.	Compensation and Reimbursement.	39

SECTION 6.08.	Disqualification; Conflicting Interests.	40

SECTION 6.09.	Corporate Trustee Required; Eligibility.	40

SECTION 6.10.	Resignation and Removal; Appointment of Successor.	40

SECTION 6.11.	Acceptance of Appointment by Successor.	42


SECTION 6.12.	Merger, Conversion, Consolidation or Succession to Business.	43

SECTION 6.13.	Preferential Collection of Claims.	43

SECTION 6.14.	Appointment of Authenticating Agent.	43

ARTICLE VII

Holders’ Lists and Reports by Trustee, Company and Guarantors

SECTION 7.01.	Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders.	44

SECTION 7.02.	Preservation of Information; Communication to Holders.	45

SECTION 7.03.	Reports by Trustee.	45

SECTION 7.04.	Reports by Issuer and Guarantors.	45

ARTICLE VIII

Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.01.	Company, Unilever U.S. or Parents May Consolidate, Etc., Only on Certain Terms.	46

SECTION 8.02.	Successor Corporation Substituted.	47

SECTION 8.03.	Assumption by Guarantors or Subsidiary of Company’s Obligations.	47

ARTICLE IX

Supplemental Indentures

SECTION 9.01.	Supplemental Indentures without Consent of Holders.	49

SECTION 9.02.	Supplemental Indentures with Consent of Holders.	50

SECTION 9.03.	Execution of Supplemental Indentures.	51

SECTION 9.04.	Effect of Supplemental Indentures.	51

SECTION 9.05.	Conformity with Trust Indenture Act.	51

SECTION 9.06.	Reference in Debt Securities to Supplemental Indentures.	51

vii


ARTICLE X

Covenants

SECTION 10.01.	Payment of Principal, Premium and Interest.	52

SECTION 10.02.	Maintenance of Office or Agency.	52

SECTION 10.03.	Money for Debt Security Payments to be Held in Trust.	53

SECTION 10.04.	Corporate Existence.	54

SECTION 10.05.	Limitation of Liens.	54

SECTION 10.06.	Limitation on Sales and Leasebacks.	56

SECTION 10.07.	Company to be Wholly Owned Subsidiary.	57

SECTION 10.08.	Statement as to Compliance.	57

SECTION 10.09.	Waiver of Certain Covenants.	57

SECTION 10.10.	Additional Payments by the Guarantors.	57

SECTION 10.11.	Additional Payments of Each Issuer.	59

SECTION 10.12.	Calculation of Original Issue Discount.	61

ARTICLE XI

Redemption of Debt Securities

SECTION 11.01.	Applicability of Article.	61

SECTION 11.02.	Election to Redeem; Notice to Trustee.	61

SECTION 11.03.	Selection by Trustee of Debt Securities to be Redeemed.	61

SECTION 11.04.	Notice of Redemption.	61

SECTION 11.05.	Deposit of Redemption Price.	62

SECTION 11.06.	Debt Securities Payable on Redemption Date.	62

SECTION 11.07.	Debt Securities Redeemed in Part.	63

SECTION 11.08.	Optional Redemption Due to Changes in United States, United Kingdom or the Netherlands Tax Treatment.	63

viii


ARTICLE XII

Sinking Fund

SECTION 12.01.	Applicability of Article.	64

SECTION 12.02.	Satisfaction of Sinking Fund Payments.	64

SECTION 12.03.	Redemption of Debt Securities for Sinking Fund.	64

SECTION 12.04.	Sinking Fund Moneys Not to be Applied to Redemption of Debt Securities Under Certain Circumstances.	64

ARTICLE XIII

Meetings of Holders of Debt Securities

SECTION 13.01.	Purpose of Meetings.	65

SECTION 13.02.	Call of Meeting by Trustee.	65

SECTION 13.03.	Call of Meeting by Company, Parents, Unilever U.S. or Holders of Debt Securities.	66

SECTION 13.04.	Qualifications for Voting.	66

SECTION 13.05.	Regulations.	66

SECTION 13.06.	Voting.	67

SECTION 13.07.	No Delay of Rights by Meeting.	67

ARTICLE XIV

Defeasance

SECTION 14.01.	Defeasance Upon Deposit of Moneys, U.S. Government Obligations or Foreign Government Securities.	68

SECTION 14.02.	Application of Trust Money.	70

SECTION 14.03.	Repayment to Issuer.	70

SECTION 14.04.	Indemnity for U.S. Government Obligations and Foreign Government Securities.	70

SECTION 14.05.	Reinstatement.	70

SECTION 14.06.	Return of Unclaimed Money.	70


ARTICLE XV

Conversion of Debt Securities

SECTION 15.01.	Applicability of Article.	71

SECTION 15.02.	Conversion Privilege.	71

SECTION 15.03.	Exercise of Conversion Privilege.	71

SECTION 15.04.	Fractional Interests.	73

SECTION 15.05.	Conversion Price.	73

SECTION 15.06.	Adjustment of Conversion Price.	73

SECTION 15.07.	Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets.	76

SECTION 15.08.	Notice of Certain Events.	77

SECTION 15.09.	Disclaimer of Responsibility for Certain Matters.	77

SECTION 15.10.	Return of Funds Deposited for Redemption of Converted Debt Securities.	77

ARTICLE XVI

Subordination of Debt Securities

SECTION 16.01.	Applicability of Article.	78

SECTION 16.02.	Agreement to Subordinate.	78

SECTION 16.03.	Payments by an Issuer to Holders.	78

SECTION 16.04.	Payments by Guarantors to Holders.	79

SECTION 16.05.	“Cash, Property or Securities”	80

SECTION 16.06.	Subrogation of Debt Securities.	81

SECTION 16.07.	Authorization by Holders.	82

SECTION 16.08.	Notice to Trustee.	82

SECTION 16.09.	Trustee’s Relation to Senior Debt.	83

SECTION 16.10.	No Impairment of Subordination.	83


TESTIMONIUM			84

SIGNATURES AND SEALS			84

ACKNOWLEDGEMENTS			88

INDENTURE, amended and restated as of September 22, 2014, among UNILEVER CAPITAL CORPORATION, a corporation organized under the laws of the State of Delaware (herein called the “Company”), having its principal office at 800 Sylvan Avenue, Englewood Cliffs, New Jersey 07632; UNILEVER N.V., a corporation organized under the laws of the Netherlands (herein sometimes called “Unilever N.V”), having its registered office at Weena 455, Rotterdam 3013 AL, the Netherlands; UNILEVER PLC, a company organized under the laws of and registered in England (herein sometimes called “Unilever PLC”, Unilever PLC and Unilever NV, herein sometimes called the “Parents”), having its registered office at Port Sunlight, Wirral, Merseyside, CH62 4ZD, England; UNILEVER UNITED STATES INC., a corporation organized under the laws of the State of Delaware (herein sometimes called “Unilever U.S.”), having its principal office at 390 Park Avenue, New York, New York 10022 (Unilever U.S. herein sometimes called individually a “Guarantor” and, with one or both of the Parents, as the case may be collectively, the “Guarantors”); and THE BANK OF NEW YORK MELLON, New York banking corporation, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at 101 Barclay Street, Floor 21 West. New York, New York 10286.

RECITALS OF THE COMPANY AND THE PARENTS

The Company, the Parents and Unilever U.S. entered into an Indenture dated August 1, 2000 to provide for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (herein called the “Debt Securities”), to be issued in one or more series by any of the Company or Unilever N.V., in registered form without coupons or in bearer form with interest coupons attached (except in the case of Debt Securities that do not pay current interest), the amount and terms of each such series to be determined as hereinafter provided. This Indenture was amended and restated on September 22, 2014, pursuant to Section 9.01 below to correct a manifest error in Section 9.02 below and make certain conforming changes to the Table of Contents, such action not adversely affecting the interest of the Holders of Debt Securities, or holder of Coupons of any series in any material respect.

All things necessary to make this Indenture a valid agreement of the Company, each Parent and Unilever U.S., in accordance with its terms, have been done

RECITALS OF EACH OF THE GUARANTORS

Each Guarantor desires to make the Guarantees provided for herein.

All things necessary to make this Indenture a valid agreement of each such Guarantor, in accordance with its terms, have been done

NOW, THEREFORE, THIS INDENTURE WITNESSETH;

For and in consideration of the premises and the purchase of the Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Debt Securities and holders of Coupons, as follows;

ARTICLE I

Definitions and Other Provisions

of General Application

SECTION 1.01. Definitions: For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and

(3) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Articles VI, X and XIII, are defined in those Articles.

“ Act ”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Annual Accounts of Unilever PLC and Unilever N.V. ” means, respectively, the accounts of Unilever PLC and Unilever N.V. containing financial information published annually by Unilever PLC and Unilever N.V., respectively, and sent to their shareholders in accordance with the law or such other annually published similar information as may be published by Unilever PLC or Unilever N.V. in substitution for the foregoing.

“ Attributable Debt ” means, as to any particular lease under which either Parent or any Restricted Subsidiary is at any time liable as lessee and at any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the lesser of (a) the weighted average Yield to Maturity of the Outstanding Debt Securities hereunder, such average being weighted by the principal amount of the Debt Securities of each series or, in the case of Original Issue Discount Securities, such amount to be the principal amount of such Outstanding Original Issue Discount Securities that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02, and (b) the interest rate inherent in such lease (as determined in good faith by the Parents), both to be compounded semi-annually.

“ Authenticating Agent ” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Debt Securities.

“ Authorized Newspaper ” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in the place or places in connection with which the term is used, which, in the United Kingdom, will be the Financial Times of London if practicable, in the United States will be The Wall Street Journal if practicable, and in the Netherlands will be Het Financieele Dagblad if practicable and if it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in any such newspapers, shall mean any publication or other notice in lieu thereof which is acceptable to the Trustee.

“ Board of Directors ”, when used with reference to the Company, Unilever N.V., Unilever PLC or Unilever U.S., means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company, Unilever N.V., Unilever PLC or Unilever U.S., as the case may be.

“ Board Resolution ”, when used with reference to the Company, Unilever N.V., Unilever PLC or Unilever U.S., means a copy of a resolution certified by the Secretary or a Deputy or Assistant Secretary of the Company or of Unilever PLC or Unilever U.S. and, in the case of Unilever N.V., any two persons authorized under its Articles of Association so to certify, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

“ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, New York, in London, England or in Rotterdam, The Netherlands are generally authorized or obligated by law or executive order to close.

“ Capital Employed ” means the combined capital and reserves, outside interests in group companies, creditors due after more than one year and provisions for liabilities and charges, as shown on the combined consolidated balance sheet of the Parents and their respective Subsidiaries as published in the most recent Annual Accounts of Unilever PLC and Unilever N.V.

“ Commission ” means the Securities and Exchange Commission, as from time to time constituted, created under the United States Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“ Company ” means the person named as the “Company” in the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor corporation.

“ Corporate Trust Office ” means the principal office of the Trustee in New York, New York at which at any particular time its corporate trust business shall be administered.

The term “ corporation ” includes corporations, associations, companies, joint stock companies and business trusts.

“ Coupon ” or “ Coupons ” means any interest coupon or coupons, as the case may be, appertaining to any Debt Securities.

“ Debt ” means any indebtedness for money borrowed.

“ Debt Securities ” has the meaning set forth in the first recital of the Company and the Parents herein.

“ Defaulted Interest ” has the meaning specified in Section 3.07.

“ Depository ” has the meaning set forth in Section 3.12.

“ Discharged ” has the meaning set forth in Section 14.01.

“ endorsed ” means, as to any Guarantee, to set forth on the reverse of any Debt Security.

“ Event of Default ” has the meaning specified in Section 5.01.

“ Exchange Act ” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“ Exchange Date ” has the meaning specified in Section 3.12.

“ Foreign Currency ” means a currency or cash issued by the government of any country other than the United States of America or units based on or relating to such currencies (including European Currency Units) (such Units, including European Currency Units, being hereinafter referred to as “basket currencies”).

“ Foreign Government Securities ” means with respect to Debt Securities and Coupons, if any, of any series that are denominated in a Foreign Currency, noncallable (i) direct obligations of the government that issued such Foreign Currency, the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government.

“ Global Security ” means for any Debt Securities of a particular series, a temporary global security in bearer form without interest coupons, in such form as shall be established by or pursuant to action or the authority of the Board of Directors of the Company, Unilever N.V., Unilever PLC or Unilever U.S., as the case may be, interests in which may be exchanged as described in Section 3.12 for Debt Securities of such series in definitive form.

“ Guarantee ” means any guarantee of any Guarantor endorsed on a Debt Security authenticated and delivered pursuant to this Indenture and shall include the guarantees set forth in Section 2.02.

“ Guarantors ” means the Persons named as “Guarantors” in the first paragraph of this Indenture until, in the case of any Guarantor, a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantors” shall include such successor corporation.

“ Holder ” means a Person who shall at the time be the bearer of any bearer Debt Security or in whose name a registered Debt Security is registered in the Security Register.

“ Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Debt Securities established pursuant to Section 3.01.

The term “ interest ”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“ Interest Payment Date ”, when used with respect to any Debt Security or Coupon, means the Stated Maturity of an installment of interest on such Debt Security or Coupon.

“ Investment Company Act ” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“ Issuer ” means the issuer of any series of Debt Securities issued under this Indenture, whether the Company or Unilever N.V.

“ Issuer Request ” and “ Issuer Order ” mean, respectively, a written request or order delivered to the Trustee and signed in the name of the Company, Unilever N.V., Unilever PLC or Unilever U.S. by, (i) in the case of the Company or Unilever U.S., its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, or (ii) in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, (iii) in the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary or any Assistant Secretary, or (iv) in the case of any Parent, any other person thereunto duly authorized; provided that in the case of (ii) and (iv), any person signing such Issuer Request or Issuer Order shall represent that he or she is duly authorized to sign such Request or Order and The Bank of New York Mellon shall not be required to undertake any independent investigation of its own to verify such authority.

“ Maturity ”, when used with respect to any Debt Security, means the date on which the principal of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“ Netherlands ” mean the European part of the Kingdom of The Netherlands.

“ Notice of Default ” means a written notice of the kind specified in Section 5.01(4).

“ N.V. Shares ” means the Ordinary Shares, FI. 4 par value, of Unilever N.V., as the same exists on the date of execution and delivery of this Indenture or as such shares may be reconstituted from time to time.

“ Officers’ Certificate ” means a certificate delivered to the Trustee and signed, in the case of the Company or Unilever U.S., by the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or, in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, in the case of Unilever PLC, by a Director, the Secretary, the Deputy Secretary or any Assistant Secretary, or, in the case of a Subsidiary of either Parent or Unilever U.S. (other than the Company), by an officer or officers holding similar positions. One of the officers signing an Officers’ Certificate given on behalf of the Company, any Parent or Unilever U.S. pursuant to Section 10.08 shall be the principal executive, financial or accounting officer of the Company, Parent or Unilever U.S., as the case may be.

“ Opinion of Counsel ” means a written opinion of legal advisors, who may be legal advisors for the Company, either Parent or Unilever U.S. or other legal advisors and delivered to the Trustee.

“ Original Issue Discount Security ” means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“ Outstanding ”, when used with respect to Debt Securities or any series of Debt Securities means, as of the date of determination, all Debt Securities or all Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Indenture except :

(i)

Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii)

Debt Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with Trustee or any Paying Agent (other than the Company or either Parent as the case may be) in trust or set aside and segregated in trust by the Company or either Parent, as the case may be (if the Company or either Parent shall act as its own Paying Agent) for the Holders of such Debt Securities; provided that, if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)

Debt Securities as to which Discharge has been effected pursuant to Section 14.01(a); and

(iv)

Debt Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company, Unilever N.V. or Unilever PLC, as the case may be;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder (i) Debt Securities beneficially owned by the Company, either Parent or Unilever U.S. or any other obligor upon the Debt Securities or any Affiliate of the Company, either Parent or Unilever U.S. or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows to be so beneficially owned shall be so disregarded; provided further , however , that Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the Company, either Parent or Unilever U.S. or any other obligor upon the Debt Securities or any Affiliate of the Company, either Parent or Unilever U.S. or such other obligor, and (ii) the principal amount of an Outstanding Original Issue Discount Security that shall be deemed to be Outstanding shall be in the amount that would be due and payable as of the date of such determination upon a declaration of acceleration of maturity thereof pursuant to Section 5.02.

“ Parents ” means the Persons named as “Parents” in the first paragraph of this Indenture until, in the case of any Parent, a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Parents” shall include such successor corporation.

“ Paying Agent ” means any Person (which may include the Company, either Parent or Unilever U.S.) authorized by the Company or either Parent, as the case may be, to pay the principal of (and premium, if any) or any interest on any Debt Securities on behalf of the Company or either Parent, as the case may be.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Place of Payment ”, when used with respect to the Debt Securities of any series, means the place or places where the principal of (and premium, if any) and any interest on the Debt Securities of that series are payable as specified pursuant to Section 3.01, or if not so specified, as specified in Section 10.02.

“ Predecessor Debt Security ” of any particular Debt Security means every previous Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Debt Security; and, for the purposes of this definition, any Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Debt Security.

“ Principal Property ” means any manufacturing or processing plant or warehouse located in the United States of America, the United Kingdom or Canada, owned or leased by either Parent or any Restricted Subsidiary, other than (i) any such property which, in the opinion of the Board of Directors of the Parents, is not of material importance to the total business conducted by the Parents and their Subsidiaries and associated companies or (ii) any portion of any such property which, in the opinion of the Board of Directors of the Parents, is not of material importance to the use or operation of such property.

“ Redemption Date ”, when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“ Redemption Price ”, when used with respect to any Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“ Regular Record Date ” for the interest payable on any Interest Payment Date on registered Debt Securities of any series means the date specified for that purpose pursuant to Section 3.01.

“ Responsible Officer ”, when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“ Restricted Subsidiary ” means any Subsidiary (i) substantially all of the property of which is located, and substantially all of the operations of which are conducted, in the United States of America, the United Kingdom or Canada, and (ii) which owns or leases a Principal Property.

“ Securities Act ” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“ Security Register ” and “ Security Registrar ” have the respective meanings specified in Section 3.05.

“ Senior Debt ” when used with reference to any Issuer or any Guarantor, means the principal of, premium, if any, and interest, if any, which is due and payable on: (a) all indebtedness of such Issuer or such Guarantor, as the case may be (other than the subordinated Debt Securities or the Guarantees appertaining thereto), whether outstanding on the date of execution of this Indenture or thereafter created, incurred or assumed, which (i) is for money borrowed, (ii) is evidenced by a note, debenture, bond or similar instrument, whether or not for money borrowed,

(iii) constitutes obligations under any agreement to lease, or any lease of, any real or personal property which are required to be capitalized on the balance sheet of lessee in accordance with generally accepted United Kingdom and Dutch accounting principles applicable in the preparation of the most recent audited financial statements of such Issuer or such Guarantor or made as part of any sale and leaseback transaction to which such Issuer or such Guarantor is a party, or (iv) constitutes purchase money indebtedness; (b) any indebtedness of others of the kinds described in the preceding clause (a) for the payment of which such Issuer or such Guarantor, as the case may be, is responsible or liable as guarantor or otherwise; and (c) amendments, renewals, extensions and refunding of any such indebtedness; unless in any instrument or instruments evidencing or securing such indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it is provided that such indebtedness is subordinate to all other indebtedness of such Issuer or such Guarantor, as the case may be, or that such indebtedness is not superior in right of payment to the subordinated Debt Securities or the Guarantees; provided , however , that Senior Debt shall not be deemed to include any obligation of any Issuer or any Guarantor to any Subsidiary or to either Parent.

“ Special Record Date ” for the payment of any Defaulted Interest in respect of registered Debt Securities means a date fixed by the Trustee pursuant to Section 3.07.

“ Stated Maturity ”, when used with respect to any Debt Security or any installment of principal thereof or interest thereon, means the date specified in such Debt Security or in the relevant Coupon, if any, appertaining thereto as the fixed date on which the principal of such Debt Security or such installment of interest is due and payable.

“ Subsidiary ” means any corporation which qualifies to be included as a group company of either Parent in the combined consolidated balance sheet of the Parents and their respective Subsidiaries as published in the most recent Annual Accounts of Unilever PLC and Unilever N.V.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“ Trustee ” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, “Trustee” shall mean and include each such Person; and “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of such series.

“ United Kingdom ” means the United Kingdom of Great Britain and Northern Ireland.

“ United States Alien ” means any corporation, individual, fiduciary or partnership that is, as to the United States of America, a foreign corporation, a nonresident alien individual, a nonresident alien fiduciary of a foreign estate or trust, or a foreign partnership if one or more of its members is, as to the United States of America, a foreign corporation, nonresident alien individual or nonresident alien fiduciary of a foreign estate or trust.

“ United States of America ” includes the States and the District of Columbia, its territories, its possessions and other areas subject to its jurisdiction.

“ U.S. Governmental Obligations ” means noncallable (i) direct obligations of the United States of America for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

“ U.S. Person ” means a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America and an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

“ Vice President ”, when used with respect to the Company, either Parent, Unilever U.S. or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“ Voting Stock ” shall mean stock or shares, as the case may be, of any class or classes, however designated, having ordinary voting power for the election of a majority of the board of directors of a corporation, other than stock or shares, as the case may be, having such power only by reason of the happening of a contingency.

“ Yield to Maturity ” means the yield to maturity, calculated at the time of issuance of a series of Debt Securities or, if applicable, at the most recent redetermination of interest on such series and calculated in accordance with generally accepted financial practice in the United States of America.

SECTION 1.02. Compliance Certificates and Opinions . Upon any application or request by the Company, either Parent or Unilever U.S., as the case may be, to the Trustee to take any action under any provision of this Indenture, the Company, either Parent or Unilever U.S., as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

SECTION 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company, either Parent or Unilever U.S. may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, either Parent or Unilever U.S., as the case may be, stating that the information with respect to such factual matters is in the possession of the Company, either Parent or Unilever U.S., as the case may be, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.04. Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver, proxy or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to the Company, each Parent and Unilever U.S. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, each Parent and Unilever U.S., if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his

authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner satisfactory to the Trustee.

(d) The ownership of a bearer Debt Security and the principal amount and serial number of such Debt Security and the date of holding the same, may be proved by the production of such Debt Security or by a certificate executed by any trust company, bank, banker or securities dealer satisfactory to the Trustee if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated, and shall state that on the date thereof a bearer Debt Security of a particular series of a specified principal amount and bearing a specified serial number was deposited with or exhibited to such trust company, bank, banker or securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Debt Securities specified therein. The holding by the Person named in any such certificate of any Debt Security specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing the same or a later date issued in respect of the same Debt Security shall be produced, (2) the Debt Security specified in such certificate shall be produced by some other Person, or (3) the Debt Security specified in such certificate shall have ceased to be Outstanding.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt Security shall bind every future Holder of the same Debt Security and the Holder of every Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company either Parent or Unilever U.S. in reliance thereon, whether or not notation of such action is made upon such Debt Security or such other Debt Security.

If the Company, either Parent or Unilever U.S. shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other act, the Company, either Parent or Unilever U.S. may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company, either Parent or Unilever U.S. shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act and for that purpose the Outstanding Debt Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

SECTION 1.05. Notices, Etc., to Trustee, Company, the Parents or Unilever U.S. Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company, either Parent or Unilever U.S. shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, or

(2) the Company, either Parent or Unilever U.S. by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, addressed to it at the address of its principal office specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee) with a copy to each Guarantor (either or both Parents and Unilever U.S., as the case may be) and addressed in the case of each such Guarantor to it at the respective address of its registered or principal office, as the case may be, specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee by any such Guarantor, in which case at the last such address).

SECTION 1.06. Notice to Holders; Waiver. When this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if (i) in writing and mailed, first-class postage prepaid, to each Holder of a Debt Security affected by such event in the manner and to the extent provided in Section 7.03 with respect to reports pursuant to Section 7.03, and (ii) if Outstanding bearer Debt Securities are affected by such event, published at least once in an Authorized Newspaper in London, England and Rotterdam, The Netherlands not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. When notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.09. Successors and Assigns. All covenants and agreements in this Indenture by the Company, the Parents or Unilever U.S. shall bind their respective successors and assigns, whether so expressed or not.

SECTION 1.10. Separability Clause. In case any provision in this Indenture or in the Debt Securities, the Guarantees or the Coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11. Benefits of Indenture. Nothing in this Indenture or in the Debt Securities, the Guarantees or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder, the Holders of Debt Securities, the holders of Coupons and the holders of Senior Debt, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12. Governing Law. This Indenture and the Debt Securities, the Guarantees and the Coupons and any transfer or disposition of registered Debt Securities and the Guarantees endorsed thereon shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Indenture, the Debt Securities and the Coupons shall be governed by the laws of the respective jurisdictions of organization of the Company, each Parent and Unilever U.S., as the case may be, the authorization of the Guarantees shall be governed by the laws of the jurisdiction of organization of each respective Guarantor and the execution of the Guarantees shall be governed by the laws of the jurisdiction of organization of the Company or either Parent, as the case may be.

SECTION 1.13. Saturdays, Sundays and Legal Holidays. The terms of the Debt Securities (and Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Debt Security shall not be a Business Day in a Place of Payment, then payment of any interest (and premium, if any) or principal need not be made in such Place of Payment on such date, but may be made on the next succeeding Business Day in such Place of Payment (or such other Business Day in a Place of Payment as shall be provided in such Debt Security or Coupon) with the same force and effect as if made on such Interest Payment Date or Redemption Date, or at such Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 1.14. Appointment of Agent for Service. Each of the Company, the Parents and Unilever U.S. hereby designates and appoints Unilever U.S. at its office at 390 Park Avenue, New York, NY 10022 as its authorized agent upon which process may be served in any suit, action or proceeding in any federal or state court in the Borough of Manhattan, The City of New York, arising out of or relating to the Debt Securities, the Guarantees, the Coupons or this Indenture, but for that purpose only, and agrees that service of process upon Unilever U.S., directed to the attention of its Legal Department and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. Such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding until the appointment of a successor by the Company, either Parent or Unilever U.S., as the case may be, and such successor’s acceptance of such appointment. Unilever U.S. hereby agrees to give each of the Company and the Parents notice of any process served upon it as provided in this

Section 1.14. Each of the Company, the Parents and Unilever U.S. hereby submits (for the purposes of any such suit, action or proceeding) to the nonexclusive jurisdiction of any such court in which any such suit, action or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding.

ARTICLE II

Debt Security Forms

SECTION 2.01. Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be established by or pursuant to action of the Board of Directors of the Company or Unilever N.V., as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder or in one or more indentures supplemental hereto, pursuant to Section 3.01.

The Guarantees by the Guarantors to be endorsed on the Debt Securities of each series shall be substantially in the form set forth in Section 2.02, or as shall be established by or pursuant to the authority of each Guarantor’s Board of Directors, or in one or more indentures supplemental hereto, pursuant to Section 3.01.

The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.03 or Section 6.14.

The Debt Securities, the Guarantees and the Coupons may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed, engraved or otherwise reproduced thereon as the Company, the Parents or Unilever U.S., as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any securities exchange on which the Debt Securities, the Guarantees or the Coupons, as the case may be, may be listed, or to conform to usage.

SECTION 2.02. Guarantee by Guarantors; Form of Guarantee. Each Guarantor (whether one or both Parents and Unilever U.S., as the case may be) by its execution of this Indenture hereby agrees with each Holder of a Debt Security of each series authenticated and delivered by the Trustee, and with each holder of any Coupon appertaining to any such Debt Security, and with the Trustee on behalf of each such Holder and each such holder, to be jointly and severally unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Company or either Parent, as the case may be, in the name and on behalf of such Guarantor, to confirm such Guarantee to the Holder of each such Debt Security by its execution and delivery of each such Debt Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 and, if applicable, Section 3.12 hereof, the Guarantees so set forth on the Debt Securities shall bind each such Guarantor notwithstanding the fact that such Guarantee does not bear the signature of any such Guarantor. For purposes of this Section 2.02 the term Debt Securities shall also include, unless the context may otherwise require, any Global Security.

Guarantees to be endorsed on the Debt Securities shall, subject to Section 2.01, be in substantially the form set forth below depending on whether the issuer of such Debt Securities shall be the Company or Unilever N.V.:

Guarantee

For value received, [UNILEVER N.V., a corporation organized under the laws of the Netherlands having its registered office at Rotterdam, the Netherlands,] [UNILEVER PLC, a company organized under the laws of Great Britain and registered in England,] and UNILEVER UNITED STATES, INC., a corporation organized under the laws of the State of Delaware (herein individually called a “Guarantor” and collectively called the “Guarantors”, which terms include any successor corporation under the Indenture referred to in the Debt Security upon which this Guarantee is endorsed), hereby jointly and severally unconditionally guarantee to the Holder of the Debt Security upon which this Guarantee is endorsed, the holder of any Coupon appertaining thereto and to the Trustee on behalf of each such Holder or holder the due and punctual payment of the principal of, premium, if any, any interest on such Debt Security and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein, and to the Trustee any and all amounts due it under the Indenture. In case of the failure of [Unilever Capital Corporation, a corporation organized under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under such Indenture)] [Unilever N.V.], punctually to make any such payment of principal, premium, if any, or any interest or any sinking fund or analogous payment, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the [Company] [Unilever N.V.].

[ If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — For value received, Unilever PLC and Unilever U.S. hereby jointly and severally unconditionally guarantee to the Holder of the Debt Security upon which this Guarantee is endorsed, and to the Trustee on behalf of such Holder, the due and punctual payment by [the Company] of all sums payable to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security. In case of the failure of [the Company] punctually to make any such payment pursuant to such Indenture, Unilever PLC and Unilever U.S. hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, as if such payment were made by [the Company]. Unilever N.V. does not guarantee the payment of any sums payable to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security.]

Each Guarantor jointly and severally hereby agrees, pursuant to such Indenture, to provide for the payment of additional interest in respect of taxes, assessments or other governmental charges of the United Kingdom or the Netherlands or, if applicable, the United States of America (or any political subdivision or taxing authority of or in the United Kingdom or the Netherlands, or, if applicable, the United States of America, as the case may be) that shall at any time be required by the United Kingdom or the Netherlands or, if applicable, the United States of America (or any such subdivision or authority) to be deducted or withheld on or with respect to payments by the Company, Unilever N.V., Unilever PLC or Unilever U.S., as the case may be.

Each Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Debt Security or

Coupon or such Indenture, any failure to enforce the provisions of such Debt Security or Coupon or such Indenture, or any waiver, modification or indulgence granted to [the Company] [Unilever N.V.] with respect thereto, by the Holder of such Debt Security or the holder of such Coupon or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided , however , that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of each such Guarantor, increase the principal amount of such Debt Security, or increase any interest rate or rates thereon, or increase any premium payable upon redemption thereof, or alter the stated maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 of such Indenture. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of [the Company] [Unilever N.V.] any right to require a proceeding first against [the Company] [Unilever N.V.], protest or notice with respect to such Debt Security or Coupon or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Debt Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in such Debt Security or Coupon and this Guarantee; provided , however , that each Guarantor receives prompt written notice of any failure by [the Company] [Unilever N.V.] to make any such payment of principal, premium, if any, or any interest or sinking fund or analogous payment.

[ If the Debt Security is of a subordinated series as provided in Article XVI, insert — The guarantee of each Guarantor hereunder is, to the extent and in the manner provided in such Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt (as defined in such Indenture) of such Guarantor. This Guarantee is issued subject to the provisions of such Indenture with respect to such subordination, and each Holder of such Debt Security and holder of such coupon, by accepting the same, agrees to and shall be bound by such provisions.]

Each Guarantor shall be subrogated to all rights of the Holder of such Debt Security, the holder of such Coupon and the Trustee against [the Company] [Unilever N.V.] in respect of any amounts paid to such Holder or holder by such Guarantor pursuant to the provisions of this Guarantee; provided , however , that such Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and any interest on all Debt Securities or Coupons, if any, of the same series issued under such Indenture [ If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — (other than Debt Securities converted as provided in such Indenture)] shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of any Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and any interest on, and sinking fund or analogous payments with respect to, the Debt Securities upon which this Guarantee is endorsed or Coupon appertaining thereto. [ If the Debt Security is of a convertible series as provided in Article XV of the Indenture, insert — and, in the case of [Unilever PLC and] Unilever U.S., of all sums payable by [the Company] [Unilever N.V.] to the Trustee pursuant to Section 15.03 of such Indenture in connection with the conversion of such Debt Security.]

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Debt Security shall have been manually executed by or on behalf of the Trustee under such Indenture. [The Company] [Unilever N.V.] [Unilever PLC] has been duly authorized to execute this Guarantee on behalf of each Guarantor.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Guarantee shall be governed by the laws of the respective jurisdictions of organization of each Guarantor and the execution of this Guarantee shall be governed by the laws of the jurisdiction of organization of [the Company] [Unilever N.V.] [Unilever PLC].

Executed and dated the date on the face hereof.

SECTION 2.03. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:

Certification of Authentication

This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON, as Trustee,

by

		Authorized Signatory

Dated:

ARTICLE III

The Debt Securities

SECTION 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series.

There shall be established by or pursuant to action of the Board of Directors of the Company or Unilever N.V., as the case may be and by or pursuant to the authority of the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of the applicable Issuer of any series,

(1) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other series of Debt Securities);

(2) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07);

(3) the date or dates on which the principal of (and premium, if any, on) the Debt Securities of the series is payable, which may be serial;

(4) the rate or rates at which the Debt Securities of the series shall bear any interest or the manner of calculation of such rate or rates, if any, the date and dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable or the manner of determination of such Interest Payment Dates and, in the case of registered Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date;

(5) the obligation, if any, of the Company or Unilever N.V., as the case may be or any Guarantor to pay additional interest in respect of the withholding or deduction of taxes, assessments or other governmental charges of the United States of America imposed upon payments under the Debt Securities or Coupons by the Company or Unilever N.V., as the case may be or any Guarantor to a United States Alien;

(6) if other than as specified in Section 10.02, the place or places where the principal of (and premium, if any) and any interest on Debt Securities of the series shall be payable by the Company or Unilever N.V. or the Guarantors, as the case may be;

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which, Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company or Unilever N.V., as the case may be and, if other than by Board Resolution, the manner in which such election by the Company or Unilever N.V., as the case be, to redeem such Debt Securities shall be evidenced;

(8) the obligation, if any, of the Company or Unilever N.V., as the case may be to redeem or purchase any Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Debt Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligations (except with respect to any redemption of Debt Securities pursuant to Section 11.08);

(9) Events of Default with respect to the Debt Securities of the series and the remedies with respect thereto, if other than as specified herein;

(10) if other than denominations of $1,000 and any integral multiple thereof (in the case of registered Debt Securities) and $1,000 (in the case of bearer Debt Securities), the denominations in which Debt Securities of the series in each applicable form shall be issuable and, if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 13.05 hereof;

(11) whether the Debt Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article XIV and, if other than by a Board Resolution, the manner in which any election by the Company or any Parent to defease such Securities shall be evidenced;

(12) provisions, if any, for the Debt Securities of the series to be convertible as provided in Article XV of this Indenture, including the period or periods within which Debt Securities of such series may be converted into N.V. Shares, the initial conversion price per N.V, Share, deliverable upon such conversion and the denominations in which portions of Debt Securities of such series may be converted, if other than denominations of $1,000 and any integral multiple thereof;

(13) the attachment, if any, of stock, warrants, options or other rights to purchase stock or other securities of the Company, Unilever N.V., Unilever PLC or any other corporation;

(14) the Guarantee of the Debt Securities of such series pursuant to Article II hereof and, if applicable. Section 3.12 hereof;

(15) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04;

(16) whether the Debt Securities of the series will be issued in registered form or in bearer form with Coupons attached or both and, if bearer series will be issued, the date or dates thereof, whether bearer Debt Securities of the series may be exchanged for registered Debt Securities of the series, whether a Global Security will initially be executed and delivered, and whether registered Debt Securities of the series may be exchanged, if permitted under applicable laws and regulations, for bearer Debt Securities of the series and the circumstance under which any such exchanges, if permitted, may be made and whether the procedures set forth in Section 3.11 and Section 3.12 shall apply to bearer Debt Securities of any series;

(17) provisions, if any, for the Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies;

(18) additional covenants, if any, of the Issuer for the benefit of the Debt Securities of such series;

(19) provisions, if any, for the Debt Securities (and the Guarantees endorsed thereon) to be subordinated to and subject in right of payment to the prior payment in full of all Senior Debt of the Issuer or the Guarantors, as the case may be, of such series of Debt Securities (whether the Company or Unilever N.V.);

(20) any other terms of the series, which terms shall not be inconsistent with the provisions of this Indenture; provided , however , that the addition to, subtraction from or variation of Articles IV, V, VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles to the extent permitted by the Trust Indenture Act; provided further that no such addition to, subtraction from or variation shall adversely affect the Holders of any other series of the Debt Securities;

(21) the form of Debt Securities of the series, the Guarantees to be endorsed thereon and any Coupons appertaining thereto; and

(22) Applicable CUSIP Numbers. All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or in any such indenture supplemental hereto.

When the forms of Debt Securities of any series, Guarantees to be endorsed thereon and any Coupons to be attached thereto, or any of the terms thereof are established by action taken by or pursuant to the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, or by or pursuant to the authority of the Board or Directors of each Guarantor of such series, copies of Board Resolutions of the Company or Unilever N.V., as the case may be, and of each Guarantor of such series in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Issuer Order pursuant to Section 3.03 for the authentication and delivery of such Debt Securities.

SECTION 3.02. Denominations. Registered Debt Securities shall be issuable in registered form without Coupons in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to registered Debt Securities of any series, such Debt Securities shall be issuable in denominations of $1,000 and any integral multiple thereof. Bearer Debt Securities shall be issuable in bearer form with Coupons attached (except in the case of Debt Securities that do not bear interest) in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to bearer Debt Securities of any series, such Debt Securities shall be issuable in the denomination of $1,000.

SECTION 3.03. Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company or Unilever N.V., as the case may be, by, (i) in the case of the Company, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries or (ii) in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, (iii) in the case of either Parent, any other person thereunto duly authorized. The signature of any of these officers, certified to the satisfaction of The Bank of New York Mellon, on the Debt Securities may be manual or facsimile. Any Coupons attached to any bearer Debt Securities shall be executed in the name of the Company or Unilever N.V., as the case may be, by the facsimile signature of the Treasurer thereof.

Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or Coupons or did not hold such offices at the date of such Debt Securities or Coupons.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Debt Securities of any series executed by such Issuer having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Debt Securities and an Issuer Order from each Guarantor approving the delivery of the Guarantees endorsed thereon and the Trustee in accordance with such Issuer Orders shall authenticate and deliver such Debt Securities having

such Guarantees endorsed thereon. In authenticating such Debt Securities and accepting the additional responsibilities under the Indenture in relation to such Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Debt Securities constitute the legal, valid, binding and enforceable obligation of the Issuer thereof.

The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Debt Securities or any Coupons and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each registered Debt Security shall be dated the date of its authentication unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and by or pursuant to the action or authority of the Board of Directors of each Guarantor, as appropriate or established in one or more indentures supplemental hereto.

Each bearer Debt Security shall be dated the date specified pursuant to Section 3.01 unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto.

No Debt Security or Guarantee endorsed thereon or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and that such Debt Security, Guarantee or Coupon is entitled to the benefits of this Indenture. The delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of each Guarantor.

The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining thereto shall have been detached and canceled, except as otherwise provided in Section 3.04, 3.05 or 9.06 or as permitted in Section 3.06.

Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the applicable Issuer, and the applicable Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04. Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company or Unilever N.V., as the case may be, may execute, and upon an Issuer Order the Trustee shall authenticate and deliver, temporary Debt Securities substantially of the tenor of the definitive Debt Securities in lieu of which they are issued, and having endorsed thereon Guarantees of each Guarantor substantially of the tenor of the definitive Guarantee, which Debt Securities and Guarantees may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Debt Securities may be issued as bearer Debt Securities with or without Coupons attached thereto or as registered Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other

variations as the officers executing such Debt Securities and the directors or officers delivering such Guarantees may determine, all as evidenced by such execution or delivery, as the case may be.

If temporary Debt Securities of any series are issued, the Issuer will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series (including any and all unmatured Coupons or matured Coupons in default attached thereto) at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Debt Securities of the same series of authorized denominations having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto any appropriate Coupons. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.

The provisions of this Section 3.04 are subject to any restrictions or limitations on the issue and delivery of temporary bearer Debt Securities of any series that may be established pursuant to Section 3.01 (including any provision that bearer Debt Securities of such series initially be issued in the form of a Global Security to be delivered to a Depository of the Company or Unilever N.V., as the case may be, located outside the United States of America and the procedures pursuant to which definitive bearer Debt Securities of such series would be issued in exchange for such Global Security).

SECTION 3.05. Registration, Registration of Transfer and Exchange . Registered Debt Securities of any series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of other authorized denominations. If bearer Debt Securities of any series are issued in more than one authorized denomination, unless otherwise specified pursuant to Section 3.01, bearer Debt Securities of one authorized denomination may be exchanged for a like aggregate principal amount of bearer Debt Securities of other authorized denominations. If Debt Securities of any series are issued in both registered and bearer form, to the extent and under the circumstances specified pursuant to Section 3.01, registered Debt Securities may be exchanged, if permitted under United States of America tax law without adverse consequences to the Company or Unilever N.V., as the case may be, or the Holders, for a like aggregate principal amount of bearer Debt Securities of such series of authorized denominations and bearer Debt Securities of such series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of authorized denominations. The Debt Securities to be exchanged shall be surrendered at an office or agency of the Company or Unilever N.V., as the case may be, designated pursuant to Section 10.02 for such purpose, and the Company or Unilever N.V., as the case may be, shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Debt Security or Debt Securities of the same series which the Holder making the exchange shall be entitled to receive, each such Debt Security having endorsed thereon a Guarantee of each Guarantor. All bearer Debt Securities surrendered for exchange shall have attached all unmatured Coupons appertaining thereto, if any, and in case at the time of any such exchange interest on such Debt Securities is in default, shall in addition have attached all matured Coupons in default appertaining thereto. In case a bearer Debt Security is surrendered in exchange for a registered Debt Security after the close of business on any Regular Record Date

and before the opening of business on the next succeeding Interest Payment Date, such bearer Debt Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the registered Debt Security issued in exchange for such bearer Debt Security, but will be payable only to the Holder of such Coupon when due.

The Company or Unilever N.V., as the case may be, shall cause to be kept in the Borough of Manhattan, The City of New York a register (the register maintained in such office and in any other office or agency of any Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of registered Debt Securities and of transfers of such Debt Securities. The Bank of New York Mellon has been appointed initially as “Security Registrar” for the purpose of registering Debt Series and transfers of Debt Securities as herein provided.

Registered Debt Securities shall be transferable only on the Security Register and only upon the execution by the Holder of written instrument of transfer. Upon surrender for registration of transfer of any registered Debt Security of any series at an office or agency of the Issuer of such Debt Security designated pursuant to Section 10.02 for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new registered Debt Securities of the same series of any authorized denominations, of a like aggregate principal amount, having endorsed thereon a Guarantee of each Guarantor.

Bearer Debt Securities and Coupons shall be transferable by delivery.

All Debt Securities and any Coupons issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities and any Coupons surrendered upon such registration of transfer or exchange.

Every registered Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar, duly executed by the registered Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Issuer of such Debt Securities may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debt Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Issuer shall not be required (i) to issue, register the transfer of or exchange any Debt Security of any series during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Debt Securities of such series selected for redemption under Section 11.04 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of Debt Securities being redeemed in part.

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Debt Securities. If any mutilated Debt Security or Coupon is surrendered to the Trustee, the Issuer of such Debt Security

may execute and the Trustee shall, in the case of a Debt Security, authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding.

If there be delivered to the Issuer of any Debt Security, to each Guarantor thereof and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft or any such Debt Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of them harmless, then, in the absence of notice to such Issuer, any such Guarantor or the Trustee that such Debt Security or Coupon has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Debt Security or Coupon a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Debt Security or Coupon has become or is about to become due and payable, the Issuer thereof in its discretion may, instead of issuing a new Debt Security or Coupon, pay such Debt Security or Coupon; provided , however , that such payment, in the case of a bearer Debt Security or Coupon, shall occur only outside the United States of America.

Upon the issuance of any new Debt Security or Coupon under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security or Coupon shall constitute an original additional contractual obligation of the Issuer and each Guarantor of such Debt Security, whether or not the destroyed, lost or stolen Debt Security or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities and Coupons of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons.

SECTION 3.07. Payment of Interest; Interest Rights Preserved . Interest on any Debt Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Debt Securities, to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest and, in the case of bearer Debt Securities, upon presentation and surrender outside the United States of America of the Coupon appertaining thereto in respect of the interest due on such Interest Payment Date.

In the case of registered Debt Securities where payment is to be made in United States dollars, at any Paying Agent’s office outside the Borough of Manhattan, The City of New York, payment will be made by check drawn on or by transfer to a United States dollar account maintained by the payee with, a bank in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

In the case of registered Debt Securities where payment is to be made in a Foreign Currency or in the case of bearer Debt Securities of any series and any Coupons appertaining thereto, payment will be made as established by or pursuant to action of the Board of Directors of the Issuer of such series or established in one or more supplemental indentures relating to such series and any Coupons appertaining thereto; notwithstanding the foregoing, payments on bearer Debt Securities and Coupons shall only be made outside the United States.

Any interest on any Debt Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called “Defaulted Interest”. Defaulted Interest on any registered Debt Security of any series shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue then of having been such Holder, and such Defaulted Interest may be paid by the Issuer of such series, at its election in each case, as provided in clause (1) or (2) below:

(1) The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the registered Debt Securities of such series (or their respective Predecessor Debt Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debt Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest in respect of registered Debt Securities of such series which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of such Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest on the registered Debt Securities of such series and the Special Record Date therefor having been so given, such Defaulted Interest on the Debt Securities of such series shall be paid (i) in the case of registered Debt Securities to the Persons in whose names such Debt Securities (or their respective Predecessor Debt Securities) are registered in the Security Register at the close of business on such Special Record Date, and (ii) in the case of bearer Debt Securities upon presentation and surrender outside the United States of America of the matured Coupons appertaining thereto, on the date for payment of such Defaulted Interest specified in the notice, and such Defaulted Interest shall no longer be payable pursuant to the following Clause (2); or

(2) The Issuer may make payment of any Defaulted Interest on the Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to any interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.

In the case of any Debt Security which is converted after any Regular Record Date and on or prior to the corresponding Interest Payment Date, interest on such Debt Security whose Stated Maturity is on such Interest Payment Date shall be deemed to continue to accrue and shall be payable on such Interest Date notwithstanding such conversion and notwithstanding that such Debt Security may have been called for redemption on a Redemption Date within such period, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Debt Security which is converted, interest whose Stated Maturity is after the date of conversion of such Debt Security shall not be payable.

SECTION 3.08. Persons Deemed Owners. Prior to due presentment of a registered Debt Security for registration of transfer, the Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the Person in whose name such Debt Security is registered as the owner of such Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security be overdue; and neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary.

The Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the bearer of any bearer Debt Security or any Coupon as the owner of such Debt Security or Coupon, as the case may be, for the purpose of receiving payment of principal of (and premium, if any) and any interest on such Debt Security or payment of such Coupon, as the case may be, and for all other purposes whatsoever, whether or not such Debt Security or Coupon be overdue, and, to the extent permitted by law, neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary; provided , however , that the Trustee shall have no obligation to investigate the law with respect thereto.

SECTION 3.09. Cancellation. All Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund or analogous payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Issuer or any Guarantor may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder and Coupons which the Issuer or any Guarantor, as the case may be, may have acquired in any manner whatsoever, and all Debt Securities and Coupons so delivered shall be promptly canceled by the Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All Debt Securities and Coupons to be canceled by the Trustee shall be marked “Canceled” and shall be disposed of by the Trustee in its customary manner.

SECTION 3.10. Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Debt Securities of any series, any interest on the Debt Securities of each series shall be computed on the basis of a year of 360 days of twelve 30-day months.

SECTION 3.11. Compliance with Certain Laws and Regulations. If any bearer Debt Securities are to be issued in a series, the Issuer will make arrangements reasonably designed pursuant to then applicable laws and regulations, if any, to ensure that bearer Debt Securities are offered and sold (or resold in connection with the original issuance) only outside the United States of America and only to Persons who are not U.S. Persons or persons who have purchased for resale to any U.S. Person.

SECTION 3.12. Global Security. Except as specified for a particular series pursuant to Section 3.01:

(a) With respect to a series of Debt Securities which any Issuer proposes to issue as bearer Debt Securities, in lieu of initially issuing Debt Securities of such series in definitive form, such Issuer may initially execute and deliver to the Trustee a Global Security representing all or a part of the Debt Securities of such series, and the Trustee shall authenticate and deliver, pursuant to an Issuer Order, such Global Security. Such Global Security shall have endorsed thereon a Guarantee, subject to Section 2.01, substantially in the form set forth in Section 2.02. The Issuer shall thereafter execute and deliver to the Trustee prior to the applicable Exchange Date, for authentication and delivery outside the United States of America by it, definitive Debt Securities of such series, having Guarantees endorsed thereon, in the aggregate principal amount of such Global Security. For purposes of this Section 3.12, “Exchange Date”, with respect to the Debt Securities of a series, shall mean the date 45 days after the closing date of such series.

(b) A beneficial owner of Debt Securities of a series desiring to exchange his beneficial interest in a Global Security for such Debt Securities in definitive form shall instruct the depository designated by the Issuer for such Global Security (the “Depository”) to request such exchange on his behalf and, if such beneficial owner should request definitive Debt Securities in the form of bearer Debt Securities, shall deliver to the Depository a certificate satisfactory to the Depository, the Guarantors and the Issuer with respect to certain requirements of applicable tax and/or securities laws and regulations, copies of a form of which the Trustee shall make available from its offices, the offices of the Depository and the offices of each other agent appointed by the Issuer pursuant to Section 3.01.

(c) From time to time (but with respect to bearer Debt Securities, only on or after the applicable Exchange Date) the Trustee shall, upon the request of the Depository acting on behalf of beneficial owners of a Global Security representing the Debt Securities of a series, authenticate and deliver to the Depository outside the United States of America for the account of such beneficial owners, in exchange for the portion of such Global Security beneficially owned by such owners, definitive Debt Securities of such series in an aggregate principal amount equal to the aggregate principal amount of such Debt Securities beneficially owned by such owners, but if such definitive Debt Securities are to be bearer Debt Securities only upon delivery by the Depository, acting on behalf of such beneficial owners, to the Trustee (at an office located outside the United States of America designated by the Trustee) of a certificate or certificates satisfactory to the Trustee, the Issuer and the Guarantors with respect to certain requirements of the applicable tax and/or securities laws and regulations. The delivery to the Depository of such certificate or certificates may be relied upon by the Issuer, the Guarantors and the Trustee as conclusive evidence that a related certificate or certificates has or have been delivered to the Depository as contemplated by the terms of the preceding paragraph (b).

(d) Upon any exchange of a part of a Global Security for definitive Debt Securities of a series, such part of the principal amount of such Global Security shall be endorsed on the schedule to such Global Security by the Trustee, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged and endorsed. Until so exchanged in full, a Global Security shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series authenticated and delivered or to be authenticated and delivered hereunder, except that neither the Holder nor the beneficial owners of a Global Security shall be entitled to exchange such Global Security for any other Debt Securities, except as provided herein and in the text of such Global Security, or, to receive interest payments on such Global Security, except to the extent the text of such Global Security provides otherwise. On the second anniversary of the date of issue of any Global Security, the principal amount of such Global Security which remains unexchanged on such date will be exchanged outside the United States of America for definitive Securities, to the extent and under the circumstances specified in Section 3.01, in the form of registered Debt Securities or bearer Debt Securities or both, as specified consistent with the terms of such series by the Issuer in writing to the Depository, such definitive Debt Securities to be held by the Depository and to be distributed outside the United States of America by the Depository to beneficial owners of such Debt Securities and, in the case of bearer Debt Securities, only upon receipt of a certificate evidencing beneficial ownership of such Debt Securities, referred to in paragraph (b) above.

(e) Any exchange of the beneficial interest in a Global Security for Debt Securities of a series shall be made free of charge to the Holder and beneficial owners of such Global Security, except that a Person receiving Debt Securities of a series must bear the cost of insurance, postage, transportation and similar expenses in the event such Person does not receive Debt Securities of such series in person at the offices of the Depository.

SECTION 3.13. CUSIP Numbers. At its election, an Issuer in issuing any series of Debt Securities may have “CUSIP” numbers (if then generally in use) assigned to such series of Debt Securities, and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the CUSIP Numbers.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Debt Securities herein expressly provided for), and the Trustee, at the expense of the Company or Unilever N.V., as the case may be, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

(1) either

(A) all Debt Securities theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (i) Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (ii) Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by any applicable Issuer or any Guarantor and thereafter repaid to any such Issuer or Issuers or any such Guarantor, as the case may be, or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(B) all such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation (other than Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06)

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer or Issuers of such Debt Securities,

and the Company or Unilever N.V., as the case may be, or any Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Debt Securities and Coupons which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company or Unilever N.V., as the case may be, or any Guarantor has paid or caused to be paid all other sums payable hereunder by any Issuer; and

(3) the Company or Unilever N.V., as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

In the event there are Debt Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Debt Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of any Issuer and each Guarantor to the Trustee under Section 6.07, the obligations of any Issuer

and each Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.

SECTION 4.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Debt Securities, any Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for the payment of which such money has been deposited with the Trustee.

ARTICLE V

Remedies

SECTION 5.01. Events of Default. “Event of Default,” wherever used herein with respect to Debt Securities of a particular series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest or any additional interest upon any Debt Security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of (or premium, if any, on) any Debt Security of such series at its Maturity; or

(3) default in the making of any sinking fund or analogous payment, when and as due by the terms of a Debt Security of such series or beyond any period of grace provided with respect thereto; or

(4) default in the performance, or breach, of any covenant or warranty of any Issuer or any Guarantor in this Indenture in respect of Debt Securities of such series (other than a covenant or warranty the breach or default in performance of which is elsewhere in this Section specifically dealt with or which is solely for the benefit of Debt Securities of any series other than such series), and continuance of such breach or default for a period of 90 days after there has been given, by registered or certified mail, to such Issuer and each Guarantor by the Trustee or to such Issuer, each Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt Securities of all series so affected (voting as one class) a written notice specifying such breach or default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Company or any Parent in an involuntary case under Title 11 of United States Code or adjudging the Company or any Parent bankrupt or insolvent,

or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Parent under any applicable law of the United States of America, the United Kingdom or the Netherlands, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator or other similar official of the Company or any Parent or of any substantial part of its property, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(6) the commencement by the Company or any Parent of a voluntary case under Title 11 of the United States Code, or the institution by the Company or any Parent of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or similar law of the United States of America, the United Kingdom or the Netherlands, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator or similar official of the Company or any Parent or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the taking of corporate action by the Company or any Parent in furtherance of any such action.

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clauses (1), (2) or (3) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such series may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default described in clauses (4), (5) or (6) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Outstanding Debt Securities of such affected series (voting as one class) may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of such affected series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Debt Securities of any series (or all the Debt Securities of such affected series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal

amount of the Outstanding Debt Securities of such series (or of all the Outstanding Debt Securities of such affected series (voting as one class), as the case may be), by written notice to the Issuer of such series, each Guarantor and the Trustee, may rescind and annul such declaration and its consequences if

(1) the Issuer of such series or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue installments of any interest on all Debt Securities of such series,

(B) the principal of (and premium, if any, on) any Debt Securities of such series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate prescribed therefor in such Debt Securities,

(C) to the extent that payment of such interest is lawful, interest upon any overdue installments of interest at the rate prescribed therefor in such Debt Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Debt Securities of such series, other than the nonpayment of the principal amount or specified amount of Debt Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. Each Issuer of Debt Securities issued pursuant to this Indenture covenants that if

(1) default is made in the payment of any installment of interest or additional interest on any Debt Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof,

the applicable Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities and the holders of any Coupons appertaining thereto, the whole amount then due and payable on such Debt Securities and Coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If such Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute at the expense of the Issuer a

judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against such Issuer, any Guarantor or any other obligor upon such Debt Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of such Issuer, any Guarantor or any other obligor upon such Debt Securities, wherever situated.

If an Event of Default with respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities of such series and holders of any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

No recourse for the payment of the principal of (or premium, if any) or any interest on any Debt Security, or for any claim based thereon or on the Guarantee endorsed thereon or on any Coupon or otherwise in respect thereof or of such Guarantee or Coupon and no recourse under or upon any obligation, covenant or agreement of any Issuer or of any Guarantor in this Indenture, or in any Debt Security, Guarantee endorsed thereon or Coupon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of any such Issuer or of any Guarantor or of any successor corporation of either, either directly or through such Issuer or any Guarantor or any successor corporation of any of them, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture, the issue of the Debt Securities and any Coupons, and the endorsement of the Guarantees thereon.

SECTION 5.04. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Issuer, any Guarantor or any other obligor upon the Debt Securities of a series or the property of any Issuer, any Guarantor or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the applicable Issuer or any Guarantor for the payment of overdue principal (and premium, if any) or any interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)

to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, and

(ii)

to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Debt Security and each holder of a Coupon to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Subject to Article VIII and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or any holder of a Coupon any plan of reorganization, arrangement, adjustment, or composition affecting the Debt Securities or Coupons or the rights of any Holder of any Debt Security or any holder of any Coupon or to authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided , however , that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 5.05. Trustee May Enforce Claims Without Possession of Debt Securities. All rights of action and claims under this Indenture or the Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the ratable benefit of the Holders of the Debt Securities and any holders of Coupons in respect of which such judgment has been recovered.

SECTION 5.06. Application of Money Collected. Subject to Article XVI, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or any interest, upon presentation of the Debt Securities and any Coupons (such presentation, in the case of bearer Debt Securities or Coupons, to occur only outside the United States of America), and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07 and the Authenticating Agent under Section 6.14; and

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and any interest on the Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities for principal (and premium, if any) and any interest, respectively; and

THIRD: To the payment of the balance, if any, to any applicable Issuer.

SECTION 5.07. Limitation on Suits. No Holder of any Debt Security or holder of any Coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder of a Debt Security has previously given written notice to the Trustee of a continuing Event of Default with respect to Debt Securities of the same series specifying such Default and stating that such notice is a “Notice of Default” hereunder;

(2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such series (25% in aggregate principal amount of all Outstanding Debt Securities of affected series (voting as one class) in the case of an Event of Default described in clauses (4), (5) or (6) of Section 5.01) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;

(3) such Holder of a Debt Security or holder of a Coupon has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series or of all Outstanding Debt Securities of such affected series (voting as one class), as the case may be;

it being understood and intended that no one or more Holders of Debt Securities of a particular series or holders of Coupons appertaining thereto shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Debt Securities of such series or holders of such Coupons.

SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or the holder of any Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security on the respective Stated Maturities expressed in such Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

SECTION 5.09. Restoration of Rights and Remedies. If the Trustee, any Holder of any Debt Security or any holder of any Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the Issuer of such Debt Security, each Guarantor, the Trustee, the Holders of Debt Securities and the holders of Coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Holders of Debt Securities and the holders of Coupons shall continue as though no such proceeding had been instituted.

SECTION 5.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee, the Holders of Debt Securities or the holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by

law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Debt Security or holder of any Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Debt Securities or to the holders of Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Debt Securities or by the holders of Coupons, as the case may be.

SECTION 5.12. Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series; provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture;

(2) the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 5.13. Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of any series (or all Outstanding Debt Securities of all affected series (voting as one class), as the case may be), may on behalf of the Holders of all the Debt Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or any interest on any Debt Security of such series; or

(2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 5.14. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to

pay the costs of such suit, and may assess costs (including legal fees and expenses) against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, Company, either Parent or Unilever U.S.

SECTION 5.15. Waiver of Usury, Stay or Extension Laws. Each Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and such Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI

The Trustee

SECTION 6.01. Certain Duties and Responsibilities.

(a) The duties and responsibilities of the Trustee shall be as provided in the Trust Indenture Act.

(b) Notwithstanding subsection (a) of this Section 6.01, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.02. Notice of Defaults. If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided , however , that, except in the case of a default in the payment of the principal of (or premium, if any) or any interest on any Debt Securities of such series or in the payment of any sinking fund installment with respect to Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Debt Securities of such series; and provided further that in the case of any default of the character specified in Section 5.01(4), no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series.

SECTION 6.03. Certain Rights of Trustee. Subject to the provisions of Section 6.01:

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of any Issuer or any Guarantor mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors of any Issuer or any Guarantor may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours on reasonable notice to examine the books, records and premises of any Issuer, personally or by agent or attorney at the expense of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(i) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and

(j) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

SECTION 6.04. Not Responsible for Recitals or Issuance of Debt Securities. The recitals contained herein and in the Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, Unilever N.V., Unilever PLC or Unilever U.S., as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities or Coupons. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by any Issuer of Debt Securities or the proceeds thereof.

SECTION 6.05. May Hold Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of any Issuer or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Debt Securities or Coupons and, subject to Sections 6.08 and 6.13, may otherwise deal with any Issuer or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 6.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the applicable Issuer or any Guarantor, as the case may be.

SECTION 6.07. Compensation and Reimbursement. The Company, the Parents and Unilever U.S., jointly and severally, agree

(1) to pay to the Trustee from time to time such compensation as shall be agreed to from time to time in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or wilful misconduct; and

(3) to fully indemnify the Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense, including legal fees and expenses and taxes (other than taxes based on the income of the Trustee) incurred without negligence or wilful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder including the costs and expenses of defending itself against any claim or liability (whether asserted by any party hereto, the Holders or any other Person) in connection with the exercise or performance of any of its powers or duties hereunder.

As security for the performance of the obligations of the Company, the Parents and Unilever U.S. under this Section, the Trustee shall have a lien, to which the Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or any interest on the Debt Securities.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture and the removal or resignation of the Trustee.

SECTION 6.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Debt Securities of more than one series.

SECTION 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to the Debt Securities of each series which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such having a combined capital and surplus of at least $50,000,000, and, if there be such Person willing and able to act as trustee on reasonable and customary terms, having its Corporate Trust Office in the Borough of Manhattan, The City of New York, New York. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written notice thereof to each Issuer of any such series.

(c) The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the Trustee and to the Company, each Parent and Unilever U.S..

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company, either Parent or Unilever U.S. or by any Holder who has been a bona fide Holder of a Debt Security of the series as to which the Trustee has a conflicting interest for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company, either Parent or Unilever U.S. or by any Holder who has been a bona fide Holder of a Debt Security for at least six months, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) any Issuer by a Board Resolution may remove the Trustee with respect to all its Debt Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Debt Security for at least six months (and, in the case of Section 6.10(d)(1) above, who is a Holder of a Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Debt Securities and the appointment of a successor Trustee or Trustees.

(e) If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of notice of resignation or removal, the Trustee resigning or being removed may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.

(f) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Debt Securities of one or more series, any applicable Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Debt Securities of any particular series), and shall comply with the applicable requirement of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the Company, each Parent and Unilever U.S. and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer of such series. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed by the Issuer of such series or the Holders of Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Debt Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.

(g) Each Issuer shall give notice of each resignation and each removal of the Trustee with respect to its Debt Securities of any series and each appointment of a successor Trustee with respect to its Debt Securities of any series in the manner and to the

extent provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Debt Securities of such series and the address of its Corporate Trust Office.

SECTION 6.11. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, each Parent, Unilever U.S. and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company, either Parent or Unilever U.S. or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Issuer of any such series, each Guarantor, the retiring Trustee and each successor Trustee with respect to the Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees cotrustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the applicable Issuer, any Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, any applicable Issuer and each Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authentication Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities.

SECTION 6.13. Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of any Issuer or Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against such Issuer or Guarantor (or any such other obligor).

SECTION 6.14. Appointment of Authenticating Agent. At any time when any of the Debt Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent (except for Debt Securities authenticated upon original issuance or upon replacement of mutilated, lost, stolen or destroyed securities) of a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and Unilever N.V., and shall at all times be a corporation organized and doing corporate trust and agency business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the applicable Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the applicable Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the applicable Issuer and shall give notice (at the expense of the applicable Issuer) to the Holders of Debt Securities in the manner and to the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The applicable Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.


THE BANK OF NEW YORK MELLON, as
Trustee,

	By

		As Authenticating Agent

	By

		As Authorized Signatory

Dated:

ARTICLE VII

Holders’ Lists and Reports by Trustee,

Company and Guarantors

SECTION 7.01. Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders. Each Issuer and the Guarantors of any series of Debt Securities issued under this Indenture will furnish or cause to be furnished to the Trustee

(a) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Debt Securities of such series as of such Regular Record Date, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by any Issuer or any Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

provided , however , that if and so long as the Trustee shall be the Security Registrar, such list shall not be required to be furnished with respect to registered Debt Securities of any such series, but in any event the Issuer and the Guarantors shall be required to furnish such information concerning the Holders of bearer Debt Securities of any such series which is known to them; and provided further that the Issuer and each Guarantor shall have no obligation to investigate any matter relating to any Holder of a bearer Debt Security.

SECTION 7.02. Preservation of Information; Communication to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent (if so acting). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder, by receiving and holding a Debt Security, agrees with the Issuer of such Debt Security, each Guarantor and the Trustee that neither such Issuer, any Guarantor nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

SECTION 7.03. Reports by Trustee. (a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15 following the date of this Indenture deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Debt Securities for which it is acting as Trustee are listed, with the Commission and with the Issuer and each Guarantor of such Debt Securities. The Issuer will promptly notify the Trustee when any of the Debt Securities are listed on any stock exchange or delisted therefrom.

SECTION 7.04. Reports by Issuer and Guarantors. Each Issuer and each Guarantor shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or Guarantor’s, as the case may be, compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on applicable officers’ Certificates).

ARTICLE VIII

Consolidation, Merger, Conveyance,

Transfer or Lease

SECTION 8.01. Company, Unilever U.S. or Parents May Consolidate, Etc., Only on Certain Terms. Neither the Company nor any Parent shall consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1) the corporation formed by such consolidation or amalgamation or into which the Company or any Parent is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company or such Parent substantially as an entirety (i) shall be, in the case of the Company, a corporation organized and existing under the laws of the United States of America, (ii) in the case of Unilever N.V., Unilever PLC or Unilever U.S., shall, if not incorporated in the Netherlands, the United Kingdom or the United States of America, respectively, expressly agree to make payments under the Guarantees free of any deduction or withholding for or on account of taxes, levies, imposts and charges of the country of its incorporation (or any political subdivision or taxing authority thereof or therein) in a manner equivalent to the form of Guarantee set forth in Section 2.02 and Section 10.10, subject to the exceptions, if any, contained in such form, and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, in the case of the Company, or either Parent, as the case may be, the due and punctual payment of the principal of (and premium, if any), any interest on and any other payments with respect to all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company or either Parent, as the case may be, to be performed or observed, and, in the case of any such Parent, as applicable, the due and punctual performance of the Guarantees and

(2) the Company or any such Parent, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(3) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

SECTION 8.02. Successor Corporation Substituted. Upon any consolidation, amalgamation or merger or any conveyance, transfer or lease of the properties and assets of the Company or any Parent substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the Company or any such Parent is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, and may exercise every right and power of, the Company or any such Parent, as the case may be, under this Indenture with the same effect as if such successor corporation had been named as the Company or such Parent, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture, the Debt Securities and the Coupons, if any.

SECTION 8.03. Assumption by Guarantors or Subsidiary of Company’s Obligations. Any Guarantor or any Subsidiary of any Guarantor may assume the obligations of any Issuer (or any corporation which shall have previously assumed the obligations of such Issuer) for the due and punctual payment of the principal of (and premium, if any), any interest on and any other payments with respect to any series of Debt Securities and the performance of every covenant of this Indenture, the Debt Securities and the Coupons on the part of such Issuer to be performed or observed; provided that:

(1) such Guarantor or such Subsidiary, as the case may be, shall expressly assume such obligations by an indenture supplemental hereto, in form satisfactory to the Trustee, executed and delivered to the Trustee and if such Subsidiary assumes such obligations, such Guarantor shall, by such supplemental indenture, confirm that its Guarantees shall apply to such Subsidiary’s obligations under the Debt Securities and the Coupons and this Indenture, as modified by such supplemental indenture;

(2) such Guarantor or such Subsidiary, as the case may be, shall agree in such supplemental indenture, to the extent provided in the Debt Securities and subject to the limitations and exceptions set forth below, to pay as additional interest to a Holder or a holder of a Coupon, if any, who, with respect to a tax, assessment or other governmental charge of the United Kingdom (or any political subdivision or taxing authority thereof or therein) (a “United Kingdom Tax”), is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a tax, assessment or other governmental charge of the Netherlands (or any political subdivision or taxing authority thereof or therein) (a “Netherlands Tax”), is not resident in the Netherlands for purposes of Netherlands taxation, and, if applicable, with respect to a tax, assessment or other governmental charge of the United States of America (or any political subdivision thereof or therein) (a “United States Tax”), is a United States Alien, such additional amounts as may be necessary so that every net payment, if applicable, of principal, premium, if any, or interest on such Debt Security or such Coupon, if any, by such Guarantor or such Subsidiary, as the case may be, after deduction or withholding for or on account of any present or future United Kingdom Tax, Netherlands Tax, or, if applicable, United States Tax imposed upon or as a result of such payment will not be less than the amount specified in such Debt Security or such Coupon, if any, to be due and payable. However, such Guarantor or such Subsidiary, as the case may be, shall not be required to make any payment of additional interest for or on account of:

possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any political subdivision or territory thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon, if any, for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

(b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

(c) any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities or Coupons, if any;

(d) with respect to any United States Tax, if applicable, any such tax, imposed by reason of such Holder’s or holder’s past or present status as a personal holding company, foreign personal holding company or foreign private foundation or similar tax-exempt organization with respect to the United States of America or as a corporation which accumulates earnings to avoid United States Federal income tax;

(e) with respect to any United States Tax, if applicable, any such tax that would not have been imposed but for the failure of such Holder or holder or the beneficial owner of such Debt Security or Coupon, if any, to provide such certification or documentation at or prior to the time of payment to the effect that such Holder or holder or beneficial owner is a United States Alien and lacks other connections with the United States of America if such certification or documentation is required by statute or regulation of the United States Treasury Department as a precondition to relief or exemption from such tax;

(f) with respect to any United States Tax, if applicable, any such tax, imposed by reason of such Holder’s or holder’s past or present status as (i) the actual or constructive owner of 10%, or more of the total combined voting power of all classes of stock of the Company or Unilever U.S. or any direct or indirect subsidiary of the Company or Unilever U.S. entitled to vote, or (ii) a controlled foreign corporation that is related to the Company or Unilever U.S. through stock ownership;

(g) any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any payment of principal of, premium, if any, or any interest on, any bearer Debt Security or Coupon, if such payment can be made without such withholding by any other Paying Agent;

(h) with respect to Debt Securities other than Bearer Debt Securities, any tax, assessment or other governmental charge which would not have been imposed if such Holder or holder had made a declaration of non-residence or other similar claim for exemption to the relevant tax authority; or

(i) any combinations of items (a), (b), (c), (d), (e), (f), and (h) above;

nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or any interest on any Debt Security or Coupon, to any such Holder or holder who is a fiduciary or partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional interest had it been the Holder or holder of the Debt Security or Coupon;

(4) such Guarantor or such Subsidiary, as the case may be, shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such assumption and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transactions have been complied with.

Upon any such assumption, such Guarantor or such Subsidiary shall succeed to, and be substituted for, and exercise every right and power of, such Issuer under this Indenture with the same effect as if such Guarantor or such Subsidiary had been named as the Issuer herein, and such Issuer or any successor corporation which shall theretofore have become such in the manner prescribed in this Article VIII shall be released from its liability as obligor upon the Debt Securities and the Coupons, if any.

ARTICLE IX

Supplemental Indentures

SECTION 9.01. Supplemental Indentures without Consent of Holders. Without the consent of any Holders or holders of Coupons, the Company, each Parent and Unilever U.S. when authorized pursuant to action of its Board of Directors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes:

(1) to evidence the succession of another corporation to the Company, either Parent or Unilever U.S., as the case may be, and the assumption by any such successor of the covenants of the Company, either Parent or Unilever U.S., as the case may be, herein and in the Debt Securities and Coupons or Guarantees; or

(2) to add to the covenants of the Company, either Parent or Unilever U.S., as the case may be, for the benefit of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included solely for the benefit of a particular series) or to surrender any right or power herein conferred upon the Company, either Parent or Unilever U.S., as the case may be; or

(3) to add any additional Events of Default; or

(4) to change or eliminate any of the provisions of this Indenture, or any supplemental indenture; provided that any such change or elimination shall become effective only when there are no Outstanding Debt Securities with respect to any series created prior to the execution of such supplemental indenture effecting such change or elimination; or

(5) to secure the Debt Securities; or

(6) to establish the form or terms of Debt Securities of any series and any Coupons appertaining thereto as permitted by Section 3.01; or

(7) to change any Place of Payment; or

(8) to cure any ambiguity or omission, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indenture, or to make any other provisions herein or in any supplemental indenture, or to make any other provisions with respect to matters or questions arising under this Indenture; provided such action shall not adversely affect the interests of the Holders of Debt Securities or holders of Coupons of any series in any material respect; or

(9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirement of Section 6.11(b).

SECTION 9.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than 66-2/3% in aggregate principal amount of the outstanding Debt Securities of all series affected by such supplemental indenture (voting as one class), by Act of said holders delivered to the Company, each Parent and Unilever U.S. and the Trustee, the Company, each Parent and Unilever U.S. when authorized by a Board Resolution, and the Trustee shall enter into an indenture or indentures supplemental to for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Debt Securities of all such series under the Indenture; provided , however , that no such supplemental Indenture shall, without the consent of the Holder of each Outstanding Debt Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of interest on, or any sinking fund or analogous payment under, any Debt Security, or reduce the principal amount thereof or the rate or rates of any interest thereon or any premium payable upon the redemption thereof or any sinking fund or analogous payment thereon, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02 or upon the redemption thereof, or change the coin or currency in which any Debt Security or any premium or any interest thereon is payable, impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding Debt Securities of all such series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or of certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 5.13 or Section 10.08, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Debt Security affected thereby; provided , however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.08, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(9), or

(4) change in any manner materially adverse to the interests of the Holders of any Debt Securities the terms and conditions of the obligations of any Guarantor in respect of the due and punctual payment of the principal thereof (and premium, if any) and any interest thereon or any sinking fund or analogous payments provided in respect thereof.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Debt Securities, or which modifies the rights of the Holders of Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Debt Securities of any other series.

SECTION 9.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Debt Securities theretofore or thereafter authenticated and delivered hereunder and every holder of Coupons shall be bound thereby.

SECTION 9.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

SECTION 9.06. Reference in Debt Securities to Supplemental Indentures. Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form satisfactory to the Trustee as to any matter provided for in such supplemental indenture. If the

Company, each Parent and Unilever U.S. shall so determine, new Debt Securities of any series so modified as to conform, and satisfactory to the Trustee, the Company, each Parent and Unilever U.S., to any such supplemental indenture may be prepared and executed by the Company, the Guarantees of each Guarantor may be endorsed thereon and such Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Debt Securities of such series.

ARTICLE X

Covenants

SECTION 10.01. Payment of Principal, Premium and Interest. Each Issuer covenants and agrees for the benefit of each series of Debt Securities that it will duly and punctually pay the principal of (and premium, if any) and any interest on the Debt Securities of that series in accordance with the terms of the Debt Securities, any Coupons appertaining thereto and this Indenture.

Any interest on bearer Debt Securities shall be payable only upon presentation and surrender outside the United States of America of the several Coupons for such interest installments as are evidenced thereby as they severally mature. Any interest on any temporary bearer Debt Securities shall be paid, as to any installment of interest evidenced by a Coupon attached thereto, if any, only upon presentation and surrender outside the United States of America of such Coupon, and, as to the other installments of interest, if any, only upon presentation outside the United States of America of such Debt Securities for notation thereon of the payment of such interest. Any interest on registered Debt Securities shall be payable only to or upon the written order of the Holders thereof.

SECTION 10.02. Maintenance of Office or Agency. Each Issuer will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of that series and any Coupons appertaining thereto may be presented or surrendered for payment, where Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon such Issuer in respect of the Debt Securities of that series and any Coupons appertaining thereto and this Indenture may be served; provided , however , that at the option of such Issuer, in the case of registered Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Security Register. With respect to the Debt Securities of any series, such office or agency and each Place of Payment shall be specified as contemplated by Section 3.01. In the absence of any such provisions with respect to the registered Debt Securities of any series (i) the place shall be the Borough of Manhattan, The City of New York and (ii) such office or agency in such Place of Payment initially shall be the Corporate Trust Office of the Trustee. Each Guarantor will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon such Guarantor in respect of registered Debt Securities of any series and this Indenture may be served. The Company, each Parent (whether as Issuer or Guarantor) and Unilever U.S. will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company, either Parent or Unilever U.S. shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands (except presentations or surrenders of bearer Debt Securities or Coupons for payment) may be made or served at the Corporate Trust Office of the Trustee. Each of the Company, the Parents and Unilever U.S. hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.

Any Issuer may also from time to time designate one or more other offices or agencies where the Debt Securities of one or more series and any Coupons appertaining thereto may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve such Issuer of its obligation to maintain an office or agency in each Place of Payment for Debt Securities of any series and any Coupons appertaining thereto for such purposes. Such Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 10.03. Money for Debt Security Payments to be Held in Trust. If the Company, either Parent or Unilever U.S. shall at any time act as Paying Agent with respect to the Debt Securities of any series and any Coupons appertaining thereto, it will, on or before each due date for payment of the principal of (and premium, if any) or any interest on any of the Debt Securities of that series, segregate and hold or cause to be held in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or any interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.

Whenever any Issuer shall have one or more Paying Agents for any series of Debt Securities, it will, on or prior to each due date for payment of the principal of (and premium, if any) or any interest on any Debt Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or any interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) such Issuer will promptly notify the Trustee of its action or its failure so to act.

Each Issuer will cause each Paying Agent for any series of Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent; and

(2) at any time during the continuance of any such default by the Issuer (or any other obligor upon the Debt Securities of that series) in the making of any payment of principal of (and premium, if any) or interest on Debt Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of such Debt Securities.

The Company or either parent, as the case may be, may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or either Parent, as the case may be, or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or either Parent, as the case may be, or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, the Company or either Parent, as the case may be, or such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by any Issuer or any Guarantor, in trust for the payment of the principal of (and premium, if any) or any interest on any Debt Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or any interest has become due and payable shall (after deduction for any intervening tax paid with respect thereto) be paid to such Issuer or such Guarantor, as the case may be, on Issuer Request, or (if then held by such Issuer or such Guarantor) shall be discharged from such trust; and the Holder of such Debt Security and the holder of any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company, the Parents and Unilever U.S. for payment thereof (and, in the case of bearer Debt Securities or Coupons, such payments shall be made only outside the United States of America), and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company, either Parent or Unilever U.S. as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the applicable Issuer or Issuers cause to be published at least once, in Authorized Newspapers, published in the Borough of Manhattan, The City of New York, and London, England, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company, either Parent or Unilever U.S., as the case may be.

SECTION 10.04. Corporate Existence. Subject to Article VIII, the Company and the Parents will do or cause to be done all things necessary to preserve and keep in full force and effect their respective corporate existences.

SECTION 10.05. Limitation of Liens. (a) The Parents will not, nor will they permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured by a mortgage, security interest, pledge, lien or other encumbrance (mortgages, security interests, pledges, liens and other encumbrances being hereinafter in this Section 10.05 and in Section 10.06 referred to as a “mortgage” or “mortgages”) upon any Principal Property or upon any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired) without in each such case effectively providing concurrently with the issuance, assumption or guaranty of any such Debt that the Guarantees (together with, if the Parents shall so determine, any other indebtedness of or guaranteed by the Parents or such Restricted Subsidiary ranking equally with the Guarantees and then existing or thereafter created) shall be secured equally and ratably with (or prior to) such Debt (and the Trustee by its execution hereof agrees to enter into a supplemental indenture pursuant to Section 9.01(5) of this Indenture and to accept such security and hold it for the benefit of the Holders of Debt Securities at the expense of the Issuer of such Debt Securities); provided , however , that the foregoing restrictions shall not apply to, and there shall be excluded from Debt secured by a mortgage or mortgages in any computation under Section 10.05(b), Debt secured by:

(i) mortgages on property, shares of stock or indebtedness of any corporation, which mortgages are existing at the time such corporation becomes a Restricted Subsidiary;

(ii) mortgages on property, which mortgages are existing at the time of acquisition of such property, or mortgages to secure Debt relating to the payment of all or any part of the purchase price of such property upon the acquisition of such property by

either Parent or a Restricted Subsidiary, or to secure any Debt incurred prior to, at the time of, or within 12 months after, the later of the acquisition, the completion of construction (including any improvements on an existing property) or the commencement of commercial operation of such property, which Debt is incurred for the purpose of financing all or any part of the purchase price thereof;

(iii) mortgages on property to secure Debt incurred to finance all or part of the cost of the construction, alteration or repair of any building, equipment or facilities or of any other improvements on, all or any part of such property, if such Debt is incurred prior to, during, or within 12 months after completion of, such construction, alteration or repair;

(iv) mortgages which secure Debt owing to any Guarantor or any Restricted Subsidiary by any Restricted Subsidiary or any Guarantor;

(v) mortgages on assets held by banks to secure amounts due to such banks in the ordinary course of business or mortgages under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the repayment of Debt), or deposits to secure public or statutory obligations of either Parent or any Restricted Subsidiary, or deposits of cash or obligations of the United States of America to secure surety and appeal bonds to which either Parent or any Restricted Subsidiary is a party or in lieu of such bonds, or pledges or deposits for similar purposes in the ordinary course of business, or liens imposed by law, such as laborers’ or other employees’, carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ liens and liens arising out of judgments or awards against either Parent or any Restricted Subsidiary with respect to which such Parent or such Restricted Subsidiary at the time shall be prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review, or liens for property taxes not yet subject to penalties for nonpayment or the amount or validity of which is being in good faith contested by appropriate proceedings by either Parent or any Restricted Subsidiary, as the case may be, or minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties, which liens, exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Parents, in the aggregate materially detract from the value of said properties or materially impair their use in the operation of the business of the Parents and the Restricted Subsidiaries;

(vi) mortgages on property in favor of the United Kingdom, Canada, the United States of America, the Netherlands or any political subdivision of any thereof, or any department, agency or instrumentality of any thereof, to secure partial, progress, advance or other payments pursuant to the provisions of any contract or statute, including, but not limited to, mortgages incurred in connection with pollution control, industrial revenue or similar financing;

(vii) mortgages existing at the date of the execution of this Indenture;

(viii) mortgages incurred (no matter when created) in connection with engaging in leveraged or single investor lease transactions; provided that the instrument creating or evidencing any Debt secured by such mortgage shall provide that such Debt is payable solely out of the income and proceeds of the property subject to such mortgage and is not a personal obligation of the lessor;

(ix) mortgages on property, shares of stock or indebtedness of a corporation existing at the time such corporation is merged into or consolidated or amalgamated with either Parent or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation as an entirety or substantially as an entirety to either Parent or a Restricted Subsidiary;

(x) mortgages on property incurred or assumed in connection with an issuance of revenue bonds, the interest on which is exempt from United States Federal income taxation pursuant to Section 103 of the United States Internal Revenue Code from time to time; and

(xi) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any mortgage referred to in the foregoing clauses (i) through (x) inclusive; provided , however , that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the mortgage so extended, renewed or replaced (plus improvements on such property).

(b) Notwithstanding the provisions of subsection (a) of this Section 10.05, the Parents may, and may permit any Restricted Subsidiary to, issue, assume or guarantee Debt secured by mortgages not excepted by clauses (i) through (xi) inclusive of such subsection (a) without equally and ratably securing the Guarantees; provided , however , that the aggregate principal amount of all such Debt then outstanding, plus the principal amount of the Debt then being issued, assumed or guaranteed, and the aggregate amount of the Attributable Debt in respect of sale and leaseback transactions (with the exception of Attributable Debt which is excluded pursuant to clauses (1) through (4) inclusive of Section 10.06), shall not exceed 10% of Capital Employed.

SECTION 10.06. Limitation on Sales and Leasebacks. The Parents will not, and will not permit any Restricted Subsidiary to, enter into any transaction with any Person for the leasing by either Parent or a Restricted Subsidiary of any Principal Property, the acquisition (including, without limitation, acquisition by merger, amalgamation or consolidation) or the completion of construction and commencement of full operation, whichever is later, of which has occurred more than 120 days prior thereto, which Principal Property has been or is to be sold or transferred by such Parent or such Restricted Subsidiary to such Person in contemplation of such leasing (herein referred to as a “sale and leaseback transaction”) unless, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to all such sale and leaseback transactions plus all Debt secured by mortgages on Principal Properties (with the exception of Debt secured by mortgages which is excluded pursuant to clauses (i) through (xi) inclusive of Section 10.05(a)) would not exceed 10% of Capital Employed. This covenant shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 10.05 or this Section 10.06, Attributable Debt with respect to any sale and leaseback transaction if:

(1) the lease in such sale and leaseback transaction is for a term of not more than three years, or

(2) such Parent or such Restricted Subsidiary shall apply or cause to be applied an amount in cash equal to the greater of (i) the net proceeds of such sale or transfer, or (ii) the fair value (as determined by the Boards of Directors of the Parents) of such Principal Property so leased at the time of entering into such arrangement to the

retirement (other than any mandatory retirement or by way of payment at maturity), within 120 days of the effective date of any such arrangement, of Debt of the Parents or the Restricted Subsidiaries (other than Debt owed by any Subsidiary), which by its terms matures more than 12 months after the date of the creation of such Debt, or shall apply such proceeds to investment in other Principal Properties within a period not exceeding 12 months prior or subsequent to any such arrangement, or

(3) such sale and leaseback transaction is entered into between any Guarantor and a Restricted Subsidiary or between Restricted Subsidiaries or between Guarantors, or

(4) either Parent or a Restricted Subsidiary would be entitled to incur a mortgage on such Principal Property pursuant to clauses (i) through (xi) inclusive of Section 10.05 securing Debt without equally and ratably securing the Guarantees pursuant to Section 10.05.

SECTION 10.07. Company to be Wholly Owned Subsidiary. The Parents will take such steps as may be necessary to ensure that at all times they (or either of them) shall own, directly or indirectly, all the outstanding shares of Voting Stock of the Company (and any successor to the Company as provided in Article VIII), except for directors’ qualifying shares to the extent that under any mandatory law applicable to either of them or the Company, they shall be permitted to so own only a lesser amount of shares.

SECTION 10.08. Statement as to Compliance. The Company, each Parent and Unilever U.S. will each deliver to the Trustee, within 120 days after the end of each fiscal year of each such party, respectively, a certificate, from its principal executive officer or principal financial officer or principal accounting officer, stating whether or not to the best knowledge of the signer thereof such party is in compliance (without regard to periods of grace or notice requirements) with all conditions and covenants under this Indenture, and if such party shall not be in compliance, specifying such non-compliance and the nature and status thereof of which such signer may have knowledge.

SECTION 10.09. Waiver of Certain Covenants. The Company and each Parent may omit in any particular instance to comply with any covenant or condition set forth in Sections 10.05, 10.06 or 10.07, with respect to the Debt Securities of all series if before the time for such compliance the Holders of at least a majority in aggregate principal amount of all Outstanding Debt Securities (voting as one class) shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and each Parent and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

SECTION 10.10. Additional Payments by the Guarantors. Each Guarantor hereby agrees, subject to the limitations and exceptions set forth below, (i) that if any deduction or withholding for or on account of any present or future United Kingdom Tax or Netherlands Tax, shall at any time be required by the United Kingdom or the Netherlands (or any such subdivision or authority) in respect of any amounts to be paid by such Guarantor under this Guarantee, or (ii) provided that the terms of the Debt Security upon which this Guarantee is endorsed provide for the payment by the Issuer of additional interest in respect of any deduction or withholding for taxes,

assessments or other governmental charges imposed by the United States of America (or any political subdivision or taxing authority thereof or therein), that if any deduction or withholding for or on account of any such present or future United States Tax shall at any time be required in respect of amounts to be paid by such Guarantor under this Guarantee, then such Guarantor will pay as additional interest such additional amounts as may be necessary in order that the net amounts paid pursuant to the Guarantee to the Holder of a Debt Security or to the holder of any Coupon appertaining thereto who, with respect to a United Kingdom Tax, is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a Netherlands Tax, is not resident in the Netherlands for purposes of Netherlands taxation, and, with respect to a United States Tax, is a United States Alien, after deduction or withholding for or on account of such United Kingdom Tax, Netherlands Tax, or, if applicable, United States Tax, as the case may be, will not be less than the amount specified in such Debt Security or such Coupon, if any, to be then due and payable. However, such Guarantor or such Subsidiary, as the case may be, shall not be required to make any payment of additional interest for or on account of:

(a) any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder or holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon, if any, for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

(b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

(c) any tax, assessment or other governmental charge, which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities or Coupons, if any;

(f) with respect to any United States Tax, if applicable, any such tax imposed by reason of such Holder’s or holder’s past or present status as (i) the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock of the Company or Unilever U.S. or any direct or indirect subsidiary of the Company or Unilever U.S. entitled to vote, or (ii) a controlled foreign corporation that is related to the Company or Unilever U.S. through stock ownership;

(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h) above;

nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or any interest on any Debt Security or Coupon to any such Holder or holder who is a fiduciary or partnership or a beneficial owner who is other than the sale beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional interest had it been the Holder or holder of the Debt Security or Coupon.

SECTION 10.11. Additional Payments of Each Issuer. Each Issuer hereby agrees, subject to the limitations and exceptions set forth below, to pay as additional interest to a Holder or holder of a Coupon, if any, who, with respect to a United Kingdom Tax, is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a Netherlands Tax, is not resident in the Netherlands for purposes of Netherlands taxation, and, if the terms of the Debt Securities so provide, with respect to a United States Tax, is a United States Alien such additional amounts as may be necessary so that every net payment of principal, premium, if any, or interest on such Debt Security or such Coupon, after deduction or withholding for or on account of any present or future United Kingdom Tax, Netherlands Tax, or, United States Tax imposed upon or as a result of such payment, will not be less than the amount provided for in such Debt Security or such Coupon to be then due and payable. However, each Issuer shall not be required to make any payment of additional interest for or on account of:

(a) any tax, assessment or other governmental charge which would not have been imposed but for the existence of any present or former connection between such Holder or holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any

political subdivision or territory thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

(b) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other governmental charge;

(d) with respect to any United States Tax, if applicable, any such Tax imposed by reason of such Holder’s or holder’s past or present status as a personal holding company, foreign personal holding company or foreign private foundation or similar tax-exempt organization with respect to the United States of America or as a corporation which accumulates earnings to avoid United States Federal income tax;

(e) with respect to any United States Tax, if applicable, any such tax that would not have been imposed but for the failure of such Holder or holder or the beneficial owner of such Debt Security or Coupon to provide such certification or documentation at or prior to the time of payment to the effect that such Holder or holder or beneficial owner is a United States Alien and lacks other connections with the United States of America if such certification or documentation is required by statute or regulation of the United States Treasury Department as a precondition to relief or exemption from such Tax;

(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h) above;

nor shall additional interest be paid with respect to any payment of the principal of, premium, if any, or any interest on any Debt Security or Coupon to any such Holder or holder who is a fiduciary or partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional interest had it been the Holder or holder of the Debt Security or Coupon.

SECTION 10.12. Calculation of Original Issue Discount. The applicable Issuer shall file with the Trustee promptly at the end of each calendar year a written notice specifying the amount of original issue discount, if any, (including daily rates and accrual periods) accrued on Outstanding Debt Securities as of the end of such year.

ARTICLE XI

Redemption of Debt Securities

SECTION 11.01. Applicability of Article. Debt Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified pursuant to Section 3.01 for Debt Securities of any series) in accordance with this Article.

SECTION 11.02. Election to Redeem; Notice to Trustee. The election of any Issuer to redeem any series of Debt Securities shall be evidenced by a Board Resolution. In case of any redemption at the election of an Issuer, such Issuer shall, at least 60 days prior to the Redemption Date fixed by such Issuer (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Debt Securities of such series to be redeemed. In the case of any redemption of Debt Securities of any series prior to the expiration of any provision restricting such redemption provided in the terms of such Debt Securities or elsewhere in this Indenture, the Issuer shall furnish the Trustee with respect to such Debt Securities with an Officers’ Certificate evidencing compliance or waiver of such provision.

SECTION 11.03. Selection by Trustee of Debt Securities to be Redeemed. If less than all the Debt Securities of any series are to be redeemed, the particular Debt Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Debt Securities of that series or any multiple thereof) of the principal amount of Debt Securities of such series of a denomination larger than the minimum authorized denomination for Debt Securities of that series.

The Trustee shall promptly notify the Issuer in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Debt Securities shall relate in the case of any Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Debt Security which has been or is to be redeemed.

SECTION 11.04. Notice of Redemption. Notice of redemption shall be given not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06.

All notices of redemption shall identify the Debt Securities to be redeemed (including applicable CUSIP numbers, if any) and state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Debt Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where such Debt Securities are to be surrendered for payment of the Redemption Price (which, in the case of bearer Debt Securities and Coupons, shall be outside the United States), and that, unless otherwise specified in such notice, bearer Debt Securities (if any) surrendered for payment must be accompanied by all Coupons maturing subsequent to the Redemption Date, failing which the amount of any such missing Coupon or Coupons will be deducted from the sum due for payment, and

(6) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Debt Securities to be redeemed at the election of an Issuer shall be given by such Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of such Issuer.

SECTION 11.05. Deposit of Redemption Price. Prior to any Redemption Date, the applicable Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Company, either Parent or Unilever U.S. is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Debt Securities which are to be redeemed on that date.

SECTION 11.06. Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the applicable Issuer shall default in the payment of the Redemption Price and any accrued interest) such Debt Securities shall cease to bear interest. Upon surrender of any such Debt Security for redemption in accordance with said notice, such Debt Security shall be paid by the Issuer thereof at the Redemption Price, together with any accrued interest to the Redemption Date; provided , however , that if the Redemption Date is an Interest Payment Date, the interest payable in respect of registered Debt Securities on such date shall be paid to the Holder at the close of business on the relevant Record Date according to the terms of the Debt Securities and the provisions of Section 3.07.

If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, subject to Section 1.13, until paid, bear interest, if any, from the Redemption Date at the rate borne by the Debt Security.

SECTION 11.07. Debt Securities Redeemed in Part. Any Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Debt Security so surrendered.

SECTION 11.08. Optional Redemption Due to Changes in United States, United Kingdom or the Netherlands Tax Treatment. Each series of Debt Securities may be redeemed at the option of the Issuer of such series or any Guarantor in whole but not in part at any time (except in the case of Debt Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a redemption price equal to the principal amount thereof plus any accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of each series of such Debt Securities) if, (i) the Issuer or any Guarantor determines that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Kingdom or the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America (or of any political subdivision or taxing authority of or in the United Kingdom or the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America), or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which the United Kingdom or the Netherlands is a party, which change, execution or amendment becomes effective, on or after the date specified for such series pursuant to Section 3.01(7), such Issuer or such Guarantor would be required to pay additional interest with respect to the Debt Securities, as described in Section 10.10 or Section 10.11 on the next succeeding Interest Payment Date and that the payment of such additional interest cannot be avoided by the use of reasonable measures available to such Issuer or such Guarantor, as the case may be, or (b) United Kingdom or Netherlands withholding tax has been or would be required to be withheld with respect to interest income received or receivable by such Issuer directly from such Guarantor (or any of such Issuer’s or such Guarantor’s Affiliates) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to such Issuer or to such Guarantor (or to such Issuer’s or such Guarantor’s Affiliates), or, (ii) an Issuer or any Guarantor determines, based upon an opinion of independent counsel to such Issuer or such Guarantor, as the case may be, that, as a result of any action taken by any taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom or the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America (or of any political subdivision or taxing authority of or in the United Kingdom, the Netherlands or, if the payment of additional interest is provided for in the Debt Securities in such event, the United States of America) (whether or not such action was taken or brought with respect to the Company, either Parent or Unilever U.S.), which action is taken or brought on or after the date specified for such series pursuant to Section 3.01 (7), there is a substantial probability that the circumstances described in clause (a) or (b) would exist. The Company, either Parent or Unilever U.S., as the case may be, will also pay to each Holder, or make available for payment to each such Holder, on the Redemption Date any additional interest as described in Section 10.10 or Section 10.11 resulting from the payment of such Redemption Price.

ARTICLE XII

Sinking Fund

SECTION 12.01. Applicability of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of Debt Securities of a series except as otherwise specified pursuant to Section 3.01 for Debt Securities of such series.

The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Debt Securities of any series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Debt Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Debt Securities of any series as provided for by the terms of Debt Securities of such series.

SECTION 12.02. Satisfaction of Sinking Fund Payments. Any Issuer (1) may deliver outstanding Debt Securities of a series (other than any previously called for redemption), and (2) may apply as a credit Debt Securities of a series which have been redeemed either at the election of such Issuer pursuant to the terms of such Debt Securities or through the application of optional sinking fund payments pursuant to the terms of such Debt Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Debt Securities of such series; provided that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Debt Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.03. Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any series of Debt Securities, the Issuer of such series will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities of that series pursuant to Section 12.02 and will also deliver to the Trustee any Debt Securities to be so delivered and not theretofore delivered. Not less than 30 days before each such sinking fund payment date the Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Issuer thereof in the manner provided in Section 11.04. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Sections 11.06 and 11.07.

SECTION 12.04. Sinking Fund Moneys Not to be Applied to Redemption of Debt Securities Under Certain Circumstances. The Trustee shall not redeem Debt Securities of any series with sinking fund moneys or give any notice of redemption of any such Debt Securities during the continuance of a default in payment of any interest on such Debt Securities or of an

Event of Default with respect to such series known to the Trustee, except that if notice of redemption of such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Debt Securities provided funds are deposited with it for that purpose.

ARTICLE XIII

Meetings of Holders of Debt Securities

SECTION 13.01. Purpose of Meetings. A meeting of Holders of Debt Securities of any or all series may be called at any time and from time to time pursuant to the provisions of this Article XIII for any of the following purposes:

(1) to give any notice to the Company, to either Parent, to Unilever U.S. or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article V;

(2) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article VI;

(3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Section 9.02; or

(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Debt Securities of any or all series, as the case may be, under any other provisions of this Indenture or under applicable law.

SECTION 13.02. Call of Meeting by Trustee. The Trustee may at any time call a meeting of Holders of Debt Securities of any or all series to take any action specified in Section 13.01, to be held at such time and at such place in the Borough of Manhattan, The City of New York or in London, England, as the Trustee shall determine. Notice of every meeting of the Holders of Debt Securities of any or all series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given (i) to all Holders of then Outstanding bearer Debt Securities of each series that may be affected by the action proposed to be taken at such meeting, by publication at least once in an Authorized Newspaper in London, England, and, if the Trustee deems it to be fit, in the Borough of Manhattan, The City of New York, prior to the date fixed for the meeting, the first publication, in each case, to be not less than 20 nor more than 180 days prior to the date fixed for the meeting and the last publication to be not more than 15 days prior to the date fixed for the meeting, (ii) to all Holders of then Outstanding bearer Debt Securities of each series that may be affected by the action proposed to be taken at such meeting, who have filed their names and addresses with the Trustee pursuant to the Trust Indenture Act, by mailing such notice to such Holders at such addresses, not less than 20 nor more than 180 days prior to the date fixed for the meeting, and (iii) to all Holders of then Outstanding registered Debt Securities of each series that may be affected by the action proposed to be taken at such meeting, by mailing such notice to such Holders at their addresses as they shall appear on the Security Register, not less than 2 nor more than 180 days prior to the date fixed for the meeting. Failure to receive such notice or any defect therein shall in no case affect the

validity of any action taken at such meeting. Any meeting of Holders of Debt Securities of all or any series shall be valid without notice if the Holders of all such Outstanding Debt Securities, the Company, each Parent, Unilever U.S. and the Trustee are present in person or by proxy or shall have waived notice thereof before or after the meeting.

SECTION 13.03. Call of Meeting by Company, Parents, Unilever U.S. or Holders of Debt Securities. In case at any time the Company, either Parent or Unilever U.S., pursuant to a resolution of its Board of Directors, or the Holders of at least 10% in aggregate principal amount of the Outstanding Debt Securities of any affected series, shall have requested the Trustee to call a meeting of Holders of Debt Securities of such series by written request setting forth in reasonable detail the action proposed to be taken at the meeting and the Trustee shall not have mailed or published, as provided in Section 13.02, the notice of such meeting within 30 days after receipt of such request, then the Company, either Parent, Unilever U.S. or such Holders may determine the time and the place in said Borough of Manhattan or London for such meeting and may call such meeting to take any action authorized in Section 13.01, by mailing or publishing notice thereof as provided in Section 13.02.

SECTION 13.04. Qualifications for Voting. To be entitled to vote at any meeting of Holders of Debt Securities, a Person shall (a) be a Holder of one or more Debt Securities of a series affected by the action proposed to be taken of, or (b) be a Person appointed by an instrument in writing as proxy by the Holder of one or more such Debt Securities. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company either Parent or Unilever U.S. and their respective counsel.

SECTION 13.05. Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Debt Securities, in regard to proof of the holding of Debt Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. Except as otherwise permitted or required by any such regulations, the holding of Debt Securities shall be proved in the manner specified in Section 1.04 and the appointment of any proxy shall be proved in the manner specified in Section 1.04 or by having a signature of the person executing the proxy witnessed or guaranteed by any trust company, bank, banker or recognized securities dealer authorized by Section 1.04 to certify to the holding of Debt Securities.

The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, either Parent, Unilever U.S. or by Holders of Debt Securities as provided in Section 13.03, in which case the party calling the meeting shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by majority vote of the meeting.

Subject to the provisions of Section 13.04, at any meeting each Holder of Outstanding Debt Securities or proxy shall be entitled to one vote for each $1,000 principal amount (in the case of Original Issue Discount Securities, such principal amount to be the principal amount of an Outstanding Original Issue Discount Security that would be due and payable as of the date of such determination upon a declaration of acceleration of Maturity thereof pursuant to Section 5.02) of Debt Securities held or represented by him; provided , however , that no vote shall be cast

or counted at any meeting in respect of any Debt Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Debt Securities held by him or instruments in writing as aforesaid duly designating him as the person to vote on behalf of other Holders. Any meeting of Holders of Debt Securities duly called pursuant to the provisions of Section 13.02 or 13.03 may be adjourned from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Whenever any Act is to be taken hereunder by the holders of two or more series of Debt Securities denominated in different currencies (or currency units), then, for the purpose of determining the principal amount of Securities held by such Holders, the aggregate principal amount of the Securities denominated in a Foreign Currency shall be deemed to be that amount of U.S. dollars that could be obtained for such principal amount on the basis of the spot rate of exchange for such Foreign Currency as determined by the Issuer of such series or by an authorized exchange rate agent and, unless such agent is the Trustee or its Affiliate, evidenced to the Trustee by an Officers’ Certificate as of the date the taking of such Act by the Holders of the requisite percentage in principal amount of the Debt Securities is evidenced to the Trustee. An exchange rate agent may be appointed in advance or from time to time by the Issuer of such series, and may be the Trustee or its Affiliate. Any such determination by such Issuer or by any such exchange rate agent shall be conclusive and binding on all Holders, such Issuer and the Trustee, and neither such Issuer nor any such exchange rate agent shall be liable therefor in the absence of bad faith.

SECTION 13.06. Voting. The vote upon any resolution submitted to any meeting of Holders of Debt Securities with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the principal amount and/or the serial number or numbers of the Debt Securities held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in quintuplicate of all votes cast at the meeting. A record in quintuplicate of the proceedings of each meeting of Holders of Debt Securities shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed or published as provided in Section 13.02. The record shall show the principal amount and/or the serial numbers of the Debt Securities voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the quintuplicates shall be delivered to the Company, to each Parent, to Unilever U.S. and the fifth to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

SECTION 13.07. No Delay of Rights by Meeting. Nothing in this Article contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders of Debt Securities of any or all series or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or the Holders of Debt Securities of any or all such series, or of Coupons appertaining to such Debt Securities, under any provisions of this Indenture or of the Debt Securities.

No meeting shall be required in order to enter into supplemental indentures in accordance with the provisions of Article IX of this Indenture.

ARTICLE XIV

Defeasance

SECTION 14.01. Defeasance Upon Deposit of Moneys, U.S. Government Obligations or Foreign Government Securities. At the Issuer’s option, either (a) the Issuer shall be deemed to have been Discharged (as defined below) from its obligations with respect to any series of Debt Securities and the Guarantors shall be deemed to be Discharged from their respective obligations with respect to the Guarantees relating to such Debt Securities, on the 121st day after the applicable conditions set forth below have been satisfied, or (b) the Issuer and the Guarantors, as the case may be, shall cease to be under any obligation to comply with any term, provision or condition set forth in Sections 8.01, 10.05, 10.06 and 10.07 (but only those so set forth) with respect to any series of Debt Securities, at any time after the applicable conditions set forth below have been satisfied:

(1) the Issuer of such series shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit of the Holders of such Debt Securities (i) in the case of Debt Securities of such series denominated in U.S. dollars, U.S. money and/or U.S. Government Obligations; ( provided , however , that in the case of Debt Securities of any series issued in whole or in part in bearer form, not more than 50% (determined with respect to both value and income) of the deposited collateral shall consist of U.S. Government Obligations), or (ii) in the case of Debt Securities of such series denominated in a Foreign Currency (other than a basket currency), money and/or Foreign Government Securities in the same Foreign Currency, which through the payment of interest and principal in respect thereof, in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash to pay and discharge each installment of principal (including mandatory sinking fund or analogous payments) of and any interest on all the Debt Securities of such series on the dates such installments of interest or principal are due;

(2) no Event of Default set forth in Sections 5.01(5) or (6) (without giving effect to the period of time referred to therein) shall have occurred and be continuing on the date of such deposit;

(3) in the case of the Debt Securities of such series being Discharged pursuant to clause (a) only, the Issuer shall have delivered to the Trustee either (i) an Opinion of Counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the Issuer’s exercise of its option under clause (a) above and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, or (ii) a ruling to that effect received from or published by the United States Internal Revenue Service;

(4) in the case of the Debt Securities of such series being Discharged pursuant to clause (b) only, such Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Debt Securities of such series will not recognize income, gain or loss for United States Federal income tax purposes as a result of the Issuer’s exercise of its option under clause (b) above and will be subject to United States Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised;

(5) such Discharge shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Debt Securities are in default within the meaning of such Act);

(6) such Discharge shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Issuer is a party or by which it is bound;

(7) such Discharge shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder;

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that neither such Debt Securities nor any other Debt Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit;

(9) in the case of Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01, at the time of such deposit, no default in the payment of any principal of or premium or interest on any Senior Debt shall have occurred and be continuing, no event of default with respect to any Senior Debt shall have resulted in such Senior Debt becoming, and continuing to be, due and payable prior to the date on which it would otherwise have become due and payable (unless payment of such Senior Debt has been made or duly provided for), and no other event of default with respect to any Senior Debt shall have occurred and be continuing permitting (after notice or lapse of time or both) the holders of such Senior Debt (or a trustee on behalf of such holders) to declare such Senior Debt due and payable prior to the date on which it would otherwise have become due and payable; and

(10) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under Section 14.01(a) or 14.01(b) (as the case may be) have been complied with.

“Discharged” means that the Issuer shall be deemed to have paid and discharged the entire indebtedness represented by and obligations under the Debt Securities of such series and to have satisfied all the obligations under this Indenture relating to the Debt Securities of such series and the Guarantors shall be deemed to have satisfied all their respective obligations under this Indenture and with respect to the Guarantees relating to such Debt Securities (and the Trustee at

the expense of the Issuer shall execute proper instruments acknowledging the same), except (A) the rights of Holders of Debt Securities of such series to receive from the trust fund described in clause (1) above payment of the principal of and any interest on such Debt Securities when such payments are due; (B) the Issuer’s obligations with respect to such Debt Securities under Sections 3.04, 3.05, 3.06, 10.02, 10.03 and 14.04; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.

SECTION 14.02. Application of Trust Money. The Trustee shall hold in trust money, U.S. Government Obligations and/or Foreign Government Securities deposited with it pursuant to Section 14.01 and apply the deposited money and/or the money from such U.S. Government obligations or from such Foreign Government Securities through any Paying Agent and in accordance with this Indenture to the payment of principal of and any interest on the Debt Securities of such series in the case of a deposit pursuant to Section 14.01.

SECTION 14.03. Repayment to Issuer. The Trustees and any Paying Agent promptly shall pay to the Issuer upon Issuer Request any excess money, U.S. Government Obligations and/or Foreign Government Securities held by them at any time with respect to any series of Debt Securities of such Issuer.

SECTION 14.04. Indemnity for U.S. Government Obligations and Foreign Government Securities. Each Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or Foreign Government Securities or the principal and interest received on such U.S. Government Obligations or Foreign Government Securities deposited in respect of any series of Debt Securities of such Issuer.

SECTION 14.05. Reinstatement. If the Trustee or Paying Agent is unable to apply any money, U.S. Government Obligations and/or Foreign Government Securities deposited in trust in accordance with Section 14.01 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority located within the United States of America and having jurisdiction in the premises, enjoining, restraining or otherwise prohibiting such application (including any such order or judgment requiring the payment of money, U.S. Government Obligations and/or Foreign Government Securities to the Issuer), the obligations of the Company, the Parents and Unilever U.S., as the case may be, under this Indenture, the Debt Securities of such series and the Guarantees relating to such series shall be revived and reinstated as though no deposit had occurred pursuant to Section 14.01, until such time as the Trustee or Paying Agent is permitted to apply all such money, U.S. Government Obligations and/or Foreign Government Securities in accordance with Section 14.01; provided , however , that if the Issuer or any Guarantor has made any payment of any interest on or principal of any Debt Securities of such series because of the reinstatement of its obligations, such Issuer or such Guarantor, as the case may be, shall be subrogated to the rights of the holders of the Debt Securities of such series to receive such payment from the money, U.S. Government Obligations and/or Foreign Government Securities held by the Trustee pursuant to Section 14.01.

SECTION 14.06. Return of Unclaimed Money. Any money deposited with or paid to the Trustee or Paying Agent for payment of the principal of, or any interest on, the Debt Securities of such series and not applied but remaining unclaimed by the holders of the Debt Securities of such series for two years after the date of the Maturity of the Debt Securities of such series or the date fixed for the redemption of all the Outstanding Debt Securities of such series

shall be repaid to the Issuer by the Trustee or Paying Agent on demand; and the Holder of any of such Debt Securities shall thereafter look only to the Issuer for any payment which such Holder may be entitled to collect, subject to applicable abandoned property law.

ARTICLE XV

Conversion of Debt Securities

SECTION 15.01. Applicability of Article. The provisions of this Article shall be applicable to any series of Debt Securities designated as convertible pursuant to clause (12) of Section 3.01.

SECTION 15.02. Conversion Privilege. Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Debt Security of any series designated as convertible pursuant to clause (12) of Section 3.01 may, at any time specified pursuant to Section 3.01 for Debt Securities of such series (or in case such Debt Security or some portion thereof shall be called for redemption prior to its Stated Maturity, then, with respect to such Debt Security or portion thereof as is so called, until and including, but (if no default is made in making due provision for the payment of the Redemption Price) not after, the close of business on the applicable Redemption Date), be converted at 100% of the principal amount of such Debt Security (or portion thereof), into fully paid and nonassessable N.V. Shares, in registered or bearer form, as the Holder thereof may elect, at the conversion price, determined as hereinafter provided, in effect on the date such Debt Security is surrendered for conversion in accordance with Section 15.03 (the “Date of Surrender”). In the absence of any specification with respect to the Debt Securities of any series, such Debt Securities may be converted in whole or in part in multiples of $1,000 principal amount.

SECTION 15.03. Exercise of Conversion Privilege. In order to exercise the conversion privilege, the Holder of any Debt Security to be converted shall surrender such Debt Security to the Issuer at any time during usual business hours at the office or agency designated for such purpose in the applicable Prospectus Supplement, accompanied by a fully executed written notice, with a duplicate original to the Trustee in substantially the form set forth on the reverse of the Debt Security, that the holder elects to convert such Debt Security or a stated portion thereof constituting a multiple of $1,000 principal amount (or such other multiple as may be specified pursuant to Section 3.01), and, in the case of registered Debt Security, if such Debt Security (i) is surrendered for conversion during the period between the close of business on the Regular Record Date for any Interest Payment Date and the opening of business on such Interest Payment Date and (ii) has not been called for redemption on a Redemption Date within such period, accompanied also by payment, by certified or official bank check drawn on a bank located in the United States, of an amount equal to the interest payable on such Interest Payment Date on the principal amount of the Debt Security (or portion thereof) being surrendered for conversion; provided that no such payment need be made if there shall exist on the Date of Surrender a default in the payment of interest on the Debt Securities. The notice of conversion shall also state the name or names (with address and tax identification number) in which the certificate or certificates for N.V. Shares shall be delivered and the election of the Holder to receive such N.V. Shares in registered or bearer form or in the form of the depositary receipts issued by N.V. Nederlandsch Administratieen Trustkantoor (“Nedamtrust” and such depositary receipts, the “Nedamtrust Certificates”). Debt Securities surrendered for conversion shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the

Trustee duly executed by, the Holder or his attorney duly authorized in writing. Debt Securities in bearer form surrendered for conversion must be accompanied by all Coupons maturing subsequent to the date of such conversion failing which the amount of any such missing Coupon or Coupons will be deducted from the principal amount of such Debt Security for the purposes of determining the number of N.V. Shares to be issued upon such conversion.

Unless Unilever N.V. is the Issuer, the Trustee, upon surrender of a Debt Security by the Holder for conversion and receipt of a fully executed notice of conversion with respect thereto pursuant to this Section, shall make demand on the Issuer, and the Issuer shall pay to the Trustee (which demand and payment, in the case of bearer Debt Securities, shall occur outside the United States of America), in immediately available funds, (i) an amount in guilders (based on the noon buying rate on the date of conversion in New York City for cable transfers of Netherlands guilders, as certified by the Federal Reserve Bank of New York) equal to the initial conversion price specified pursuant to Section 3.01 for Debt Securities of such series or the adjusted conversion price in effect at the date of conversion if an adjustment has been made pursuant to Section 15.06 (the “Subscription Price”) multiplied by the number of whole N.V. Shares deliverable to such Holder upon conversion and (ii) an amount in United States dollars, as provided in Section 15.04, in respect of any fraction of an N.V. Share otherwise deliverable upon conversion. Except in the event the relevant holder has elected to receive Nedamtrust Certificates, upon receipt of such payment from the Issuer, the Trustee shall demand that Unilever N.V. issue or otherwise provide the Trustee with the number of whole N.V. Shares deliverable upon conversion against payment by the Trustee to Unilever N.V. of the Subscription Price per each such N.V. Share, and Unilever N.V. hereby agrees promptly to so issue or otherwise provide such N.V. Shares to the Trustee against such payment; in the case of a bearer Debt Security, such demand and issuance or other provision shall occur outside of the United States of America. In case a holder of convertible Debt Securities has elected to receive Nedamtrust Certificates, Unilever N.V. shall cause such Nedamtrust Certificates to be issued to such holder by Nedamtrust. In such case, upon receipt of the payment referred to above, the Trustee will demand that Unilever N.V. cause the Nedamtrust Certificates to be issued for the relevant number of Ordinary Shares FI. 4 against payment by the Trustee to Unilever N.V. of the Subscription Price for each such Ordinary Share Fl. 4 and Unilever N.V. will promptly cause Nedamtrust Certificates to be issued to or otherwise provided to the Trustee. Promptly upon such purchase, the Trustee will deliver such Nedamtrust Certificates to the relevant holder in satisfaction of such conversion. If Unilever N.V. is the Issuer of the Debt Security to be converted, as promptly as practicable on or after the conversion date, N.V. shall issue and shall deliver at such office or agency a certificate or certificates for the number of full N.V. Shares issuable upon conversion or shall cause Nedamtrust Certificates to be issued and delivered, together with payment in lieu of any fraction of an N.V. Share, as provided in Section 15.04.

As promptly as practicable after the purchase by the Trustee of such N.V. Shares (i) the Trustee shall deliver or cause to be delivered to such Holder, or on his written order (which delivery, in the case of N.V. Shares delivered with respect to a bearer debt security, shall occur outside of the United States of America), the number of full N.V. Shares (in registered or bearer form, as the Holder may elect) deliverable upon the conversion of such Debt Security, duly endorsed or assigned as specified by such Holder, together with payment, as provided in Section 15.04, in respect of any fractional N.V. Share otherwise deliverable upon conversion and (ii) in the case of conversion of a portion, but less than all, of a Debt Security, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder thereof, without charge to him, a Debt Security or Debt Securities of such series in the aggregate principal amount of the unconverted portion of the Debt Security surrendered.

Except as otherwise expressly provided in this Section, no payment or adjustment shall be made on conversion of any Debt Security for interest accrued on such Debt Security (or portion thereof so converted) or for dividends or distributions on any N.V. Shares issued upon conversion of any Debt Security.

SECTION 15.04. Fractional Interests. No fractions of shares or scrip representing fractions of shares shall be issued upon conversion of Debt Securities. If more than one Debt Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be deliverable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Debt Securities so surrendered. If any fractional N.V. Share would, except for the provisions of this Section, be deliverable upon the conversion of any Debt Security or Debt Securities, the Issuer shall make payment in lieu thereof in an amount of United States dollars equal to the value of such fraction computed on the basis of the Closing Price of the N.V. Shares on the last Business Day prior to the Date of Surrender.

SECTION 15.05. Conversion Price. The conversion price per N.V. Share deliverable upon conversion of the Debt Securities of any series shall initially be the dollar amount specified pursuant to Section 3.01 for Debt Securities of such series.

SECTION 15.06. Adjustment of Conversion Price. The conversion price applicable to the Debt Securities of any series shall be subject to adjustment from time to time as follows:

(a) In case Unilever N.V. shall (1) pay a dividend or make a distribution to holders of N.V. Shares in N.V. Shares, (2) subdivide its outstanding N.V. Shares into a greater number of shares, (3) combine its outstanding N.V. Shares into a smaller number of shares or (4) issue any shares by reclassification of its N.V. Shares, the conversion price in effect immediately prior to such action shall be adjusted so that the Holder of any Debt Security thereafter surrendered for conversion shall be entitled to receive the number of N.V. Shares which he would have owned or have been entitled to receive immediately following such action had such Debt Security been converted immediately prior thereto. Any adjustment made pursuant to this subsection (a) shall become effective immediately, except as provided in subsection (e) below, after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

(b) In case Unilever N.V. shall issue rights or warrants to all holders of N.V. Shares entitling them to subscribe for or purchase N.V. Shares at a price per share less than the current market price per N.V. Share (as determined pursuant to subsection (d) below) on the record date mentioned below, the conversion price shall be adjusted to a price, computed to the nearest cent, so that the same shall equal the price determined by multiplying:

(1) the conversion price in effect immediately prior to the date of issuance of such rights or warrants by a fraction, of which

(2) the numerator shall be (A) the number of N.V. Shares outstanding on the date of issuance of such rights or warrants immediately prior to such issuance, plus (B) the number of shares which the aggregate offering price (in United States dollars) of the total number of shares so offered would purchase at

such current market price (determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such current market price), and of which

(3) the denominator shall be (A) the number of N.V. Shares outstanding on the date of issuance of such rights or warrants immediately prior to such issuance, plus (B) the number of additional N.V. Shares which are so offered for subscription or purchase.

Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately, except as provided in subsection (e) below, after the record date for the determination of holders entitled to receive such rights or warrants. In determining whether any rights or warrants entitle the holders to subscribe for or purchase N.V. Shares at less than such current market price, and in determining the aggregate offering price of such N.V. Shares, there shall be taken into account any consideration received by Unilever N.V. for such rights or warrants, the value of such consideration, if other than cash, to be determined, in good faith, by the Board of Directors of Unilever N.V.

(c) In case Unilever N.V. shall distribute to all holders of N.V. Shares evidences of indebtedness, equity securities other than N.V. Shares or other assets (other than cash dividends or cash distributions payable out of retained earnings), or shall distribute to all holders of N.V. Shares rights or warrants to subscribe for or purchase any of its securities (other than those referred to in subsection (b) above), then in each such case the conversion price shall be adjusted so that the same shall equal the price determined by multiplying the conversion price in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the current market price per N.V. Share (determined as provided in subsection (d) below) on the record date mentioned below less the then fair market value (in United States dollars) (as determined by the Board of Directors of Unilever N.V. whose determination shall, if made in good faith, be conclusive) of the portion of the evidences of indebtedness, equity securities or assets so distributed or of such subscription rights or warrants applicable to one N.V. Share and of which the denominator shall be such current market price per N.V. Share (determined as provided in subsection (d) below). Such adjustment shall become effective immediately, except as provided in subsection (e) below, after the record date for the determination of stockholders entitled to receive such distribution.

(d) For the purpose of any computation under subsections (b) and (c) above, the current market price per N.V. Share at any date shall be deemed to be the average of the daily Closing Prices on the 5 consecutive Trading Days commencing not more than 20 Trading Days before the date in question. The term “Closing Price” on any Trading Day shall mean (i) the last reported sales price per N.V. Share on such Trading Day on the New York Stock Exchange, or if not reported on such Exchange, on the Composite Tape, or, in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked quotations on the New York Stock Exchange on such Trading Day, (ii) if the N.V. Shares are not listed or admitted for trading on the New York Stock Exchange, the last reported sales price on such other national securities exchange on which the N.V. Shares are admitted for trading as may be designated by the Board of Directors of Unilever N.V. for the purposes hereof, or (iii) if the N.V. Shares are not listed or admitted for trading on any national securities exchange, the last reported sales or

transaction price or the average of the closing bid and asked quotations, as the case may be, with respect to the N.V. Shares on the National Association of Securities Dealers, Inc., automated quotation system, or any similar system then in use, or (iv) if no such quotations are available, the fair market value on such Trading Day of an N.V. Share as determined in good faith by the Board of Directors of Unilever N.V.; and the term “Trading Day” shall mean, with respect to the New York Stock Exchange or any other national securities exchange, any day on which such exchange is open for trading, and with respect to the National Association of Securities Dealers, Inc., automated quotation system or any similar system, any day on which trades can be made on such system; provided that with respect to clause (iv) above, “Trading Day” shall mean any Business Day.

(e) In any case in which this Section shall require that an adjustment be made immediately following a record date, the Issuer may elect to defer the effectiveness of such adjustment (but in no event until a date later than the effective time of the event giving rise to such adjustment), in which case the Issuer shall, with respect to any Debt Security converted after such record date and before such adjustment shall have become effective (i) defer paying any cash payment pursuant to Section 15.04 and defer paying to the Trustee the Subscription Price referred to in Section 15.03 with respect to the N.V. Shares deliverable upon such conversion in excess of the number of N.V. Shares deliverable thereupon only on the basis of the conversion price prior to adjustment, and (ii) not later than five Business Days after such adjustment shall have become effective, pay to such Holder the appropriate cash payment pursuant to Section 15.04 and pay to the Trustee the Subscription Price referred to in Section 15.03 with respect to the additional N.V. Shares deliverable on such conversion.

(f) No adjustment in the conversion price shall be required unless such adjustment would require an increase or decrease of at least 1% in such price per N.V. Share; provided that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Article shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(g) Whenever the conversion price is adjusted as herein provided, Unilever N.V. and the Company (if the Company is an Issuer of any series of Debt Securities the conversion price of which is subject to adjustment hereunder) shall promptly (i) file with the Trustee an Officers’ Certificate setting forth the conversion price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment, and (ii) notify each Holder of Debt Securities as provided in Section 1.06. Anything in this Section to the contrary notwithstanding, Unilever N.V., and the Company (where the Company is an Issuer of any series of Debt Securities issued under this Indenture) shall be entitled to make such reductions in the conversion price, in addition to those required by this Section, as they in their discretion shall determine to be advisable in order that any stock dividend, subdivision of shares, distribution of rights or warrants to purchase stock or securities, or distribution of other assets (other than cash dividends) hereafter made by Unilever N.V. to their respective stockholders shall not be taxable to the recipients.

SECTION 15.07. Continuation of Conversion Privilege in Case of Reclassification, Change, Merger, Consolidation or Sale of Assets. If any of the following shall occur, namely:

(a) any reclassification or change of outstanding N.V. Shares issuable upon conversion of the Debt Securities (other than a change in par value, or as a result of a subdivision or combination);

(b) any consolidation or merger to which Unilever N.V. is a party as a result of which the holders of N.V. Shares shall be entitled to receive stock, other securities or other assets (including, cash) with respect to or in exchange for N.V. Shares; or

(c) sale or conveyance of all or substantially all of the assets or business of Unilever N.V. as an entirety or substantially as an entirety;

then Unilever N.V. or such successor or purchasing corporation, as the case may be, shall, as a condition precedent to such reclassification, change, consolidation, merger, sale or conveyance, execute and deliver (together with the Company and each other Guarantor) to the Trustee a supplemental indenture (which shall conform to the Trust Indenture Act) providing that the Holder of each Debt Security then outstanding shall have the right to convert such Debt Security into the kind and amount of shares of stock and other securities and assets (including cash) receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of N.V. Shares deliverable upon conversion of such Debt Security immediately prior to such reclassification, change, consolidation, merger, sale or conveyance, assuming such holder of N.V. Shares (i) is not a Person with which Unilever N.V. consolidated or into which Unilever N.V. merged or which merged into Unilever N.V. or to which such sale or transfer was made, as the case may be (“constituent Person”), or an Affiliate of a constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer (provided that if the kind or amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer is not the same for each N.V. Share held immediately prior to such consolidation, merger, sale or transfer by other than a constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“non-electing share”), then for the purpose of this Section the kind and amount of stock and other securities and assets (including cash) receivable upon such consolidation, merger, sale or transfer by each non-electing share shall be deemed to be the kind and amount so receivable per share by a plurality of the non-electing shares). Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such consolidation, merger, sale or conveyance, the stock or other securities and assets receivable thereupon by a holder of N.V. Shares includes shares of stock or other securities and assets of a corporation other than the successor or purchasing corporation, as the case may be, in such consolidation, merger, sale or conveyance, then such supplemental indenture shall also be executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the Debt Securities as shall reasonably be necessary by reason of the foregoing. The provisions of this Section shall similarly apply to successive consolidations, mergers, sales or conveyances.

Notice of the execution of each such supplemental indenture shall be given to each Holder of Debt Securities in accordance with Section 1.06.

The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any such supplemental indenture relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of Debt Securities upon the conversion of their Debt Securities after any such reclassification, change, consolidation, merger, sale or conveyance or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the

correctness of any such provisions, and shall be protected in relying upon, the Officers Certificate of Unilever N.V. and the Company (if applicable) (which Unilever N.V. and the Company (if applicable) shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

SECTION 15.08. Notice of Certain Events. In case:

(a) Unilever N.V. shall declare a dividend (or any other distribution) payable to the holders of N.V. Shares otherwise than in cash out of retained earnings; or

(b) Unilever N.V. shall authorize the granting to the holders of N.V. Shares of rights to subscribe for or purchase any shares of stock of any class or of any other rights; or

(c) Unilever N.V. shall authorize any reclassification or change of the N.V. Shares (other than a subdivision or combination of the outstanding shares thereof), or any consolidation or merger to which Unilever N.V. is a party and for which approval of any stockholders of Unilever N.V. is required, or the sale or conveyance of all or substantially all of the property or business or Unilever N.V.; or

(d) there shall be proposed any voluntary or involuntary dissolution, liquidation or winding-up of Unilever N.V.;

then, Unilever N.V. and the Company (if the Company is an Issuer of any series of Debt Securities hereunder) shall cause to be filed at the office or agency maintained for the purpose of conversion of the Debt Securities as provided in Section 10.02, and shall cause to be given to each Holder of Debt Securities in accordance with Section 1.06, at least 20 days before the date hereinafter specified (or the earlier of the dates hereinafter specified, in the event that more than one date is specified), a notice stating the date on which (1) a record is expected to be taken for the purpose of such dividend, distribution or rights, or if a record is not to be taken, the date as of which the holders of N.V. Shares of record to be entitled to such dividend, distribution or rights are to be determined, or (2) such reclassification, change, consolidation, merger, sale, conveyance, dissolution, liquidation or winding-up is expected to become effective and the date, if any is to be fixed, as of which it is expected that holders of N.V. Shares of record shall be entitled to exchange their N.V Shares for securities or other property deliverable upon such reclassification, change, consolidation, merger, sale, conveyance, dissolution, liquidation or winding-up.

SECTION 15.09. Disclaimer of Responsibility for Certain Matters. Neither the Trustee nor any agent of the Trustee shall at any time be under any duty or responsibility to any Holder of Debt Securities to determine whether any facts exist which may require any adjustment of the conversion price, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee nor any agent of the Trustee shall be accountable with respect to the validity or value (or the kind or amount) of any N.V. Shares, or of any securities or property (including cash), which may at any time be issued or delivered upon the conversion of any Debt Security; and neither the Trustee nor any agent of the Trustee makes any representation with respect thereto. Subject to Section 6.01, neither the Trustee nor any agent of the Trustee shall be responsible for any failure of the Company or Unilever N.V. to comply with any of their respective covenants contained in this Article.

SECTION 15.10. Return of Funds Deposited for Redemption of Converted Debt Securities. Any funds which at any time shall have been deposited by an Issuer or on its

behalf which the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any of the Debt Securities and which shall not be required for such purposes because of the conversion of such Debt Securities, as provided in this Article, shall after such conversion be repaid to such Issuer by the Trustee or such other Paying Agent.

ARTICLE XVI

Subordination of Debt Securities

SECTION 16.01. Applicability of Article. The provisions of this Article shall be applicable to any series of Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01.

SECTION 16.02. Agreement to Subordinate. The Company, each Parent and Unilever U.S. covenant and agree, and each Holder of Debt Securities and holder of Coupons of any series designated as subordinated pursuant to clause (19) of Section 3.01 issued hereunder, whether upon original issuance or upon transfer, assignment or exchange thereof, by his acceptance thereof likewise covenants and agrees, that, to the extent and in the manner herein set forth, all indebtedness evidenced by the Debt Securities of such series and the Coupons appertaining thereto and the payment of principal (and premium, if any) and any interest on such Debt Securities and the Coupons appertaining thereto and sums payable with respect to conversion, if applicable, are hereby made expressly subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Issuer of such series of Debt Securities, and the obligations of each Guarantor evidenced by the Guarantees shall be subordinate and subject in right of payment to the prior payment in full of all Senior Debt of such Guarantor.

SECTION 16.03. Payments by an Issuer to Holders. In the event and during the continuation of any default in the payment of any Senior Debt of an Issuer of any series of Debt Securities designated as subordinated pursuant to clause (19) of Section 3.01 continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Debt, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no payment shall be made by such Issuer with respect to the principal of, premium, if any, or interest on the Debt Securities of such series, or with respect to any amounts payable by such Issuer upon conversion of the Debt Securities of such series, if any, pursuant to Section 15.03 or as a sinking fund for the Debt Securities of any series, except sinking fund payments made by the acquisition of Debt Securities under Section 12.02 prior to the happening of such default and payments made pursuant to Articles IV or XIV hereof from moneys deposited with the Trustee pursuant thereto prior to the happening of such default.

Upon any payment or distribution of assets of an Issuer of such subordinated Debt Securities of any kind or character, whether in cash, property or securities (as such phrase is defined in Section 16.04), to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of such Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of such Issuer shall first be paid in full, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the Debt Securities of any series designated as subordinated pursuant to clause (19) of Section 3.01 (except payments made pursuant to Articles IV or XIV from moneys deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or

reorganization) or on account of any amounts payable by such Issuer upon conversion of any Debt Securities pursuant to Section 15.03, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, to which the Holders of Debt Securities or holders of Coupons of any such series or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall (except as aforesaid) be paid by such Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of Debt Securities or holders of Coupons of any such series or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt of such Issuer (pro rata to such holders on the basis of the respective amounts of such Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the Holders of any series of subordinated Debt Securities or holders of Coupons of any such series or to the Trustee under this Indenture.

In the event that, notwithstanding the foregoing, any payment or distribution of assets of such Issuer of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders of subordinated Debt Securities or holders of Coupons of any such series of subordinated Debt Securities before all Senior Debt of such Issuer is paid in full or provision is made for such payment in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt of such Issuer remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

SECTION 16.04. Payments by Guarantors to Holders. In the event and during the continuation of any default in the payment of any Senior Debt of any Guarantor continuing beyond the period of grace, if any, specified in the instrument evidencing such Senior Debt, then, unless and until such event shall have been cured or waived or shall have ceased to exist, no payment shall be made by such Guarantor with respect to the principal of, premium, if any, or interest on the Debt Securities of any series designated as subordinated pursuant to clause (19) of Section 3.01, or with respect to any amounts payable by the Issuer upon conversion of the Debt Securities of any such series pursuant to Section 15.03 or as a sinking fund for the Debt Securities of any such series, except sinking fund payments made by the acquisition of Debt Securities under Section 12.02 prior to the happening of such default and payments made pursuant to Articles IV or XIV hereof from moneys deposited with the Trustee pursuant thereto prior to the happening of such default.

Upon any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or total or partial liquidation or reorganization of such Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior Debt of such Guarantor shall first be paid in full, or payment thereof provided for in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the Debt Securities of any series designated as subordinated pursuant to clause (19)

of Section 3.01 (except payments made pursuant to Articles IV or XIV from moneys deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization) or on account of any amounts payable by the Issuer upon conversion of any Debt Securities pursuant to Section 15.03, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of such Guarantor of any kind or character, whether in cash, property or securities, to which the Holders of Debt Securities or holders of Coupons of any such series of subordinated Debt Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall (except as aforesaid) be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of Debt Securities or holders of Coupons of any such series or by the Trustee under this Indenture if received by them or it, directly to the holders of such Senior Debt (pro rata to such holders on the basis of the respective amounts of such Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all such Senior Debt in full after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt, before any payment or distribution is made to the Holders of subordinated Debt Securities or holders of Coupons of any such series of subordinated Debt Securities or to the Trustee under this Indenture.

In the event that, notwithstanding the foregoing, any payment or distribution of assets of any Guarantor of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders of subordinated Debt Securities or holders of Coupons of any such series of subordinated Debt Securities before all Senior Debt of such Guarantor is paid in full or provision is made for such payment in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Debt or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt of such Guarantor remaining unpaid until all such Senior Debt shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt.

SECTION 16.05. “Cash, Property or Securities” For purposes of this Article, the words “cash, property or securities”, when used with reference to the Company, either Parent or Unilever U.S. shall not be deemed to include shares of stock of the Company, either Parent or Unilever U.S. as reorganized or readjusted, or securities of the Company, either Parent or Unilever U.S. or any other corporation provided for by a plan or reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article with respect to the applicable series of Debt Securities) to the payment of all Senior Debt of the Company, either Parent or Unilever U.S. which may at the time be outstanding; provided , however , that (i) if a new corporation results from such reorganization or readjustment, such corporation assumes such Senior Debt (other than leases, which need not be thus assumed), and (ii) the rights of the holders of such Senior Debt (other than leases which are not assumed by the Company, either Parent or Unilever U.S. or by the new corporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company, either Parent or Unilever U.S. with, or the merger of the Company, either Parent or Unilever U.S. into, another corporation or the liquidation or dissolution of the Company, either Parent or Unilever U.S. following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to

another corporation upon the terms and conditions provided in Article VIII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article VIII. Nothing in this Section shall apply to claims of, or payment to, the Trustee under or pursuant to Section 6.07. This Section shall be subject to the further provisions of Section 16.08.

SECTION 16.06. Subrogation of Debt Securities. Subject to the payment in full of all Senior Debt of the Company, either Parent and Unilever U.S., the Holders of subordinated Debt Securities and holders of Coupons of any such series shall be subrogated to the rights of the holders of such Senior Debt to receive payments or distributions of cash, property or securities of the Issuer applicable to the Senior Debt of the Issuer, or of any Guarantor applicable to the Senior Debt of such Guarantor, until the principal of, premium, if any, and interest on the Debt Securities of such series shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of any such Senior Debt of any cash, property or securities to which the Holders of subordinated Debt Securities or holders of Coupons of any such series or the Trustee on their behalf would be entitled except for the provisions of this Article, and no payment over pursuant to the provisions of this Article to the holders of such Senior Debt by Holders of subordinated Debt Securities or holders of Coupons of any such series or the Trustee on their behalf shall, as among the Company, the Parents and Unilever U.S., the creditors of the Company, the Parents and Unilever U.S. (other than holders of Senior Debt of the Company, either Parent or Unilever U.S.), and the Holders of subordinated Debt Securities and holders of Coupons of any such series, be deemed to be a payment by the Company, either Parent or Unilever U.S. to or on account of the Debt Securities of any series. It is understood that the provisions of this Article are intended solely for the purpose of defining the relative rights of the Holders of the subordinated Debt Securities and holders of Coupons appertaining thereto, on the one hand, and the holders of the Senior Debt of the Company, the Parents and Unilever U.S. on the other hand.

Nothing contained in this Article or elsewhere in this Indenture or in the Debt Securities of any series is intended to or shall impair, as among the Company, the Parents, Unilever U.S., the creditors of the Company, the Parents and Unilever U.S. (other than the holders of Senior Debt of the Company, the Parents or Unilever U.S.), and the Holders of subordinated Debt Securities and holders of Coupons of any such series, the obligation of any Issuer, which is absolute and unconditional, to pay to the Holders of subordinated Debt Securities or holders of Coupons of any such series the principal of (and premium, if any) and any interest on the Debt Securities of such series, and the Subscription Price in respect thereof, as and when the same shall become due and payable in accordance with their terms, or the guarantee of such obligation by any Guarantor, which is also absolute and unconditional and which, subject to the rights hereunder of the holders of Senior Debt of such Guarantor, is intended to rank equally with all other general obligations of such Guarantor, or is intended to or shall affect the relative rights of the Holders of Debt Securities or holders of Coupons of any series and creditors of the Company, the Parents and Unilever U.S. (other than the holders of the Senior Debt of the Company, either Parent or Unilever U.S.), nor shall anything herein or therein prevent the Holder of any subordinated Debt Security, the holder of any Coupon appertaining thereto or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Debt of the Company, either Parent or Unilever U.S. in respect of cash, property or securities of the Company, either Parent or Unilever U.S. received upon the exercise of any such remedy.

Upon any payment or distribution of assets of the Company, either Parent or Unilever U.S., as the case may be, referred to in this Article, the Trustee, subject to the provisions of Section 6.01, the Holders of the subordinated Debt Securities of any series and the holders of any Coupons appertaining thereto shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such bankruptcy, dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Debt Securities and holders of Coupons of any series, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt of the Company, either Parent or Unilever U.S. and other indebtedness of the Company, either Parent or Unilever U.S., the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 16.07. Authorization by Holders. Each Holder of a Debt Security and holder of a Coupon of any series designated as subordinated pursuant to clause (19) of Section 3.01 by his acceptance thereof authorizes the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article with respect to such series and appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 16.08. Notice to Trustee. Each of the Company, the Parents and Unilever U.S. agrees to give prompt written notice to the Trustee and to any Paying Agent of any fact known to the Company, either Parent or Unilever U.S., as the case may be, which would prohibit the making of any payment of moneys to or by the Trustee or any Paying Agent in respect of the Debt Securities of any series pursuant to the provisions of this Article. Regardless of anything to the contrary contained in this Article or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Debt of the Company, either Parent or Unilever U.S. or of any default or event of default with respect to any such Senior Debt or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee, unless and until the Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an officer of the Company, either Parent or Unilever U.S., or by a holder or agent of a holder of any such Senior Debt who shall have been certified to the reasonable satisfaction of the Trustee to be such holder or agent, or by the trustee under any indenture pursuant to which any such Senior Debt shall be outstanding, and, prior to the receipt of any such written notice, the Trustee shall, subject to Section 6.01, be entitled to assume that no such facts exist; provided , however , that if on a date at least three Business Days prior to the date upon which by the terms hereof any such moneys shall become payable for any purpose (including, without limitation, the payment of the principal of, premium, if any, or any interest on any Debt Securities of any series) the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by an Issuer or the Trustee to the Holders of Debt Securities of any series of amounts in connection with a redemption of Debt Securities of such series if (i) notice of such redemption has been given pursuant to Article XI prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the Redemption Date, or (b) any payment by the Trustee to the Holders of Debt Securities of any series of amounts deposited with it pursuant to Sections 4.01 or 14.01 subject to Sections 16.04 and 16.05.

The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Debt of the Company, either Parent or Unilever U.S. (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of such Senior Debt or a trustee on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Debt to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 16.09. Trustee’s Relation to Senior Debt. The Trustee and any agent of the Company, either Parent, Unilever U.S. or the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Debt of the Company, either Parent or Unilever U.S. which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt of the Company, either Parent or Unilever U.S., and nothing in Section 6.13 or elsewhere in this Indenture shall deprive the Trustee or any such agent of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.07.

With respect to the holders of Senior Debt of the Company, either Parent or Unilever U.S., the Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article, and no implied covenants or obligations with respect to the holders of such Senior Debt shall be read into this Indenture against the Trustee. The Trustee, in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be deemed to owe any fiduciary duty to the holders of such Senior Debt and, subject to the provisions of Section 6.01, the Trustee, in its capacity as Trustee in its capacity as Trustee for the Holders of subordinated Debt Securities and any Coupons appertaining thereto, shall not be liable to any holders of such Senior Debt if it shall pay over or deliver to Holders of Debt Securities or holders of Coupons of any series, the Company, either Parent or Unilever U.S. or any other Person moneys or assets to which any holders of such Senior Debt shall be entitled by virtue of this Article or otherwise.

SECTION 16.10. No Impairment of Subordination. No right of any present or future holder of any Senior Debt of the Company, either Parent or Unilever U.S. to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, either Parent or Unilever U.S. or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company, either Parent or Unilever U.S. with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

• • •

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the Company, Unilever N.V., Unilever PLC, Unilever U.S. and the Trustee have caused this Indenture to be duly executed and, in the case of the Company, Unilever U.S. and the Trustee, their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.


UNILEVER CAPITAL CORPORATION,

by:

Name:		Henry Schirmer

Title:		Vice President - Finance,
		Chief Financial Officer and Treasurer


Attest:

Name:		David Schwartz

Title:		Assistant Secretary


UNILEVER N.V.,

by:

Name:		T LOVELL

Title:		ATTORNEY OF FACT


UNILEVER PLC,

by:

Name:		T LOVELL

Title:		GROUP SECRETARY


UNILEVER UNITED STATES, INC.,

by:

Name:		Henry Schirmer

Title:		Vice President - Finance, Chief Financial Officer and Treasurer


Attest:

Name:		David Schwartz

Title:		Assistant Secretary


THE BANK OF NEW YORK MELLON,

by:

Name:		JAIME NIELSEN

Title:		VICE PRESIDENT

Exhibit 4.1(b)

LOGO

Deed of Mutual Covenants

15 May 2006

CONTENTS


Consolidated text of the Agreement dated 15 May 2006			2

Agreement dated 28 June 1946			4

Supplemental Agreement dated 15 May 2006			6


Deed of Mutual Covenants 2006			1

Consolidated text of an Agreement dated 28th day of June 1946 BETWEEN UNILEVER PLC whose registered office is situate at Port Sunlight, Wirral, Merseyside, United Kingdom CH62 4ZD (hereinafter called “the English Company”) of the one part and UNILEVER N.V. whose registered office is at Rotterdam in the Netherlands (hereinafter called “the Dutch Company”) of the other part as amended by Supplemental Agreement dated the 15th day of May 2006.

WHEREAS:

(A)

By an Agreement (hereinafter referred to as “the 1938 Agreement”) dated the 28th day of April 1938 and made between the English Company of the one part and the Dutch Company of the other part after reciting (inter alia) that by an agreement (therein and hereinafter called “the 1937 Equalization Agreement”) made between the same parties and dated the 31st day of December 1937 provisions were made for the pooling of surplus profits of the two Companies and of surplus assets in a winding up and that the 1937 Equalization Agreement required for its proper working close cooperation between the parties it was agreed that the parties be under certain mutual obligations as therein specifically set forth.

(B)	It was a term of the 1938 Agreement that the same should continue in force so long as the 1937 Equalization Agreement remained in force and should terminate automatically on the termination of the 1937 Equalization Agreement.

(C)

Owing to the occupation of the Netherlands by the Germans during the years 1940 to 1945 doubts arose as to whether the 1937 Equalization Agreement was still effective under the laws of England and the parties being desirous of removing such doubts have immediately before the execution of these presents made a new agreement (hereinafter referred to as “the 1946 Equalization Agreement”) reaffirming the operative provisions of the 1937 Equalization Agreement.

(D)

Similar doubts having arisen with regard to the 1938 Agreement it has been agreed that these presents embodying certain variations of the 1938 Agreement which are desirable in consequence of the changed conditions resulting from the World War of 1939-45 shall be entered into in substitution for the 1938 Agreement which the parties hereto agree to regard as no longer in force.

(E)

Pursuant to the terms of the Equalization Agreement (as defined below), the amount of current profits of the two Companies for each financial period which the Boards of the two Companies decide from time to time should be distributed by way of dividend on the ordinary share capital of the Dutch Company and the English Company shall be utilised in providing for dividends on the ordinary share capitals of the Dutch Company and the English Company respectively upon an equalised basis, in accordance with the ratio of dividend entitlement. Accordingly, it is considered

desirous that the assets of the two Companies be held so that the ratio of dividend generating capacity of the Dutch Company to that of the English Company does not materially differ from the ratio of dividend entitlement of the ordinary shareholders in the Dutch Company to that of the ordinary shareholders in the English Company except where the Dutch Company and the English Company jointly agree that any action to produce this result would not be beneficial for the group as a whole.

NOW IT IS HEREBY AGREED as follows:

1.	In this Agreement

(a) The expression “associated companies” means any company in which a controlling interest is vested directly or indirectly in the English Company or the Dutch Company, as the case maybe;

(b) The “Equalization Agreement” means the 1946 Equalization Agreement as amended by Supplemental Agreement dated 20th day of July, 1951 and Second Supplemental Agreement dated the 21st day of December, 1981 and the Third Supplemental Agreement of even date herewith and as may be amended hereafter from time to time;

(c) The “ratio of the dividend entitlement of ordinary shareholders in the Dutch Company to that of ordinary shareholders in the English Company” shall be the ratio of aggregate dividends to be paid on the Ordinary Share Capital of the Dutch Company from time to time to the aggregate dividends to be paid on the Ordinary Share Capital of the English Company from time to time on the footing set out in clause 4(b) of the Equalization Agreement; and

(d) The “ratio of the dividend generating capacity of the Dutch Company to that of the English Company” shall be the ratio of the forecast ability of the Dutch Company and its associated companies to generate amounts which it is capable of distributing by way of dividend to the forecast ability of the English Company and its associated companies to generate amounts which the English Company is capable of distributing by way of dividend, in each case for such period as the board of directors of both Companies consider reasonable.

The English Company and its associated companies and the Dutch company and its associated companies agree to co-operate together in every way they reasonably can (but not in circumstances where they jointly agree that any action to produce this result would not be beneficial for the group as a whole) to ensure that the ratio of the dividend generating capacity of the Dutch Company to that of the English Company does not differ substantially from the ratio of the dividend entitlement of ordinary shareholders in the Dutch Company to that of the ordinary shareholders in the English Company.


2		Deed of Mutual Covenants 2006

The English Company and its associated companies and the Dutch Company and its associated companies shall co-operate in every way for the purpose of maintaining a common policy in every field of operations and shall exchange all relevant information from time to time with regard to their respective businesses.

4.	Without restricting the generality of the foregoing provisions of this Agreement but subject in all respects to all laws and regulations for the time being in force which may be appropriate and to all necessary consents or permits being obtained:

(a) Each party shall from time to time at the request of the other party use its best endeavours to purchase or procure the purchase on behalf of the other party or any of its associated companies on the best terms obtainable all raw materials which it may be in a position so to do.

(b) Each party shall from time to time supply to the other party full information and data in all technical financial commercial and other subjects likely to be of interest to the other party or any of its associated companies together with all such assistance and advice as may be desirable or necessary for this purpose.

(c) Each party shall on demand grant to the other party (free of consideration or royalties except where otherwise agreed) licences for the operation of all patents or patented or secret processes in its possession or under its control and licences or registered user of trade marks and shall communicate and explain to the other party every invention or discovery made or used by it or coming under its control.

5.	Each party shall procure its associated companies to take such steps as may be necessary or desirable to give full effect to the foregoing provisions of this Agreement.

5A.	The parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this agreement.

6.	This Agreement shall continue in force so long as the Equalization Agreement remains in force and shall terminate automatically on the termination of the Equalization Agreement.

This Agreement shall be construed according to English law and if any dispute or question shall arise hereunder between the parties the same shall be referred to and finally determined by a single Arbitrator who shall be appointed by the parties to the dispute or in default of agreement by the President of the International Court of Justice at The Hague or by the High Court of Justice in England. Such Arbitration shall take place in accordance with the Arbitration Acts 1950 to 1996 or any statutory modification or re-enactment thereof from time to time in force and the award of such Arbitrator shall be final and binding on all parties.

8.	The Dutch Company hereby irrevocably appoints Messrs. Slaughter and May and their office for the time being as its address for service and as the persons duly authorised to accept service on its behalf of any notices or proceedings which it may be required to serve upon the Dutch Company hereunder.

In Witness whereof this Agreement has been duly executed by both parties.

The original agreement dated 28 June 1946 was signed on behalf of Lever Brothers and Unilever Limited by Mr. R. E. Huffam and Mr. A.G. Short, Directors, and on behalf of Lever Brothers & Unilever N.V. by A. Hartog and R.G. Jurgens, Directors.


Deed of Mutual Covenants 2006			3

THIS AGREEMENT is made the 28th day of June 1946 BETWEEN LEVER BROTHERS & UNILEVER LIMITED whose registered office is situate at Port Sunlight in the County of Chester (hereinafter called “Limited”) of the one part and LEVER BROTHERS & UNILEVER N.V. whose registered office is at Rotterdam in the Netherlands (hereinafter called “N. V.”) of the other part.

WHEREAS:

(A)

By an Agreement (hereinafter referred to as “the 1938 Agreement”) dated the 28th day of April 1938 and made between Limited of the one part and N. V. of the other part after reciting (inter alia) that by an agreement (therein and hereinafter called “the Equalization Agreement”) made between the same parties and dated the 31st day of December 1937 provisions were made for the pooling of surplus profits of the two Companies and of surplus assets in a winding up and that the Equalization Agreement required for its proper working close cooperation between the parties it was agreed that the parties be under certain mutual obligations as therein specifically set forth.

(B)	It was a term of the 1938 Agreement that the same should continue in force so long as the Equalization Agreement remained in force and should terminate automatically on the termination of the Equalization Agreement.

(C)

Owing to the occupation of the Netherlands by the Germans during the years 1940 to 1945 doubts arose as to whether the Equalization Agreement was still effective under the laws of England and the parties being desirous of removing such doubts have immediately before the execution of these presents made a new agreement (hereinafter referred to as “the 1946 Agreement”) reaffirming the operative provisions of the Equalization Agreement.

(D)

(E)	Limited carries on business for the most part in the British Empire as hereinafter defined and N.V. carries on business for the most part in other parts of the World.

NOW IT IS HEREBY AGREED as follows:

1.	In this Agreement

(a) The expression “associated companies” means any company in which a controlling interest is vested directly or indirectly in Limited or N.V. as the case may be; and

(b) The British Empire shall mean and include the United Kingdom, Eire, the Indian Empire, the Dominions, the Isle of Man, the Channel Islands, the British Colonies, Protectorates, Possessions, British Protected States, all territories in respect of which a Mandate on behalf of the League of Nations and/or Trusteeship on behalf of the United Nations has been accepted by His Majesty and his Administrators in the United Kingdom or in any Dominion and British Protected States.

(a) Insofar as Limited and/or its associated companies own at the present time or shall hereafter acquire interests outside the British Empire Limited shall confer with N.V. with a view to such interests becoming vested in N.V. or its associated companies upon terms to be agreed and insofar as N.V. and/or its associated companies own at the present time or shall hereafter acquire interests within the British Empire N.V. shall confer with Limited with a view to such interests becoming vested in Limited or its associated companies upon terms to be agreed.

(b) Whenever opportunities shall arise for activities to be undertaken by Limited or its associated companies outside the British Empire Limited shall confer with N.V. as to the advisability of such activities being preferably undertaken by N.V. or its associated companies; and whenever opportunities shall arise for activities to be undertaken by N.V. or its associated companies within the British Empire N.V. shall confer with Limited as to the advisability of such activities being preferably undertaken by Limited or its associated companies.

3.	Limited and its associated companies and N.V. and its associated companies shall co-operate in every way for the purpose of maintaining a common policy in every field of operations and shall exchange all relevant information from time to time with regard to their respective businesses.


4		Deed of Mutual Covenants 2006

4.	Without restricting the generality of the foregoing provisions of this Agreement but subject in all respects to all laws and regulations for the time being in force which may be appropriate and to all necessary consents or permits being obtained:

5.	Each party shall procure its associated companies to take such steps as may be necessary or desirable to give full effect to the foregoing provisions of this Agreement.

6.	This Agreement shall continue in force so long as the 1946 Agreement remains in force and shall terminate automatically on the termination of the 1946 Agreement.

This Agreement shall be construed according to English law and if any dispute or question shall arise hereunder between the parties the same shall be referred to and finally determined by a single Arbitrator who shall be appointed by the parties to the dispute or in default of agreement by the President of the International Court of Justice at The Hague or by the High Court of Justice in England. Such Arbitration shall take place in accordance with the Arbitration Acts 1889 to 1934 or any statutory modification or re-enactment thereof and the award of such Arbitrator shall be final and binding on all parties.

8.	N.V. hereby irrevocably appoints Messrs. Slaughter & May and their office for the time being as its address for service and as the persons duly authorised to accept service on its behalf of any notices or proceedings which it may be required to serve upon N.V. hereunder.

IN WITNESS whereof this Agreement has been duly executed by both parties.

The original agreement dated 28 June 1946 was signed on behalf of Lever Brothers and Unilever Limited by Mr. R. E. Huffam and Mr. A. G. Short, Directors and on behalf of Lever Brothers & Unilever N.V. By A. Hartog and R. G. Jurgens, Directors.


Deed of Mutual Covenants 2006			5

THIS AGREEMENT is made the 15th day of May 2006 BETWEEN UNILEVER N.V. having its registered office at Rotterdam in the Netherlands (hereinafter called “the Dutch Company”) of the one part and UNILEVER PLC having its registered office at Port Sunlight, Wirral, Merseyside, United Kingdom CH62 4ZD (hereinafter called “the English Company”) of the other part SUPPLEMENTAL to an Agreement (hereinafter called “the Principal Agreement”) dated the 28th day of June 1946 and made between the Dutch Company (under its former name Lever Brothers & Unilever N.V.) of the one part and the English Company (under its former name Lever Brothers & Unilever Limited) of the other part.

WHEREAS:

(A)	The Dutch Company and the English Company have mutually agreed that the Principal Agreement shall be modified in manner hereinafter provided.

(B)

The terms set out in this Agreement have been duly sanctioned and the Directors of the Dutch Company and the English Company have respectively been authorised to enter into and carry into effect this Agreement (i) by Resolution of a general meeting of the Dutch Company having been duly convened and held on the 8th day of May 2006 and (ii) by an Ordinary Resolution of the English Company in general meeting of the English Company such meeting having been duly convened and held on the 9th day of May 2006.

NOW THIS AGREEMENT WITNESSES as follows:–

The preamble to the Principal Agreement shall be amended by deleting the words “LEVER BROTHERS & UNILEVER LIMITED” and substituting therefor the words “UNILEVER PLC”, by deleting the words “Port Sunlight in the County of Chester” and substituting therefor the words “Port Sunlight, Wirral, Merseyside, United Kingdom CH62 4ZD”, and by deleting the words “LEVER BROTHERS & UNILEVER N.V.” and substituting therefor the words “UNILEVER N.V.”.

The preamble to the Principal Agreement shall be amended by deleting the defined term “Limited” and substituting therefor the words “the English Company”, and the Principal Agreement shall be amended by deleting each occurrence of the defined term “Limited” and substituting therefor the words “the English Company”.

The preamble to the Principal Agreement shall be amended by deleting the defined term “N.V.” and substituting therefor the words “the Dutch Company”, and the Principal Agreement shall be amended by deleting each occurrence of the defined term “N.V.” and substituting therefor the words “the Dutch Company”.

4.	Recital A of the Principal Agreement shall be amended by deleting the defined term “the Equalization Agreement” and substituting therefor the words “the 1937 Equalization Agreement”.

5.	Recital B of the Principal Agreement shall be amended by deleting each occurrence of the words “the Equalization Agreement” and substituting therefor the words “the 1937 Equalization Agreement”.

Recital C of the Principal Agreement shall be amended by deleting each occurrence of the words “the Equalization Agreement” and substituting therefor the words “the 1937 Equalization Agreement”, and by deleting the defined term “the 1946 Agreement” and substituting therefor the words “the 1946 Equalization Agreement”.

7.	Recital E of the Principal Agreement shall be deleted and there shall be substituted therefor the following new recital:–

“(E) Pursuant to the terms of the Equalization Agreement (as defined below), the amount of current profits of the two Companies for each financial period which the Boards of the two Companies decide from time to time should be distributed by way of dividend on the ordinary share capital of the Dutch Company and the English Company shall be utilised in providing for dividends on the ordinary share capitals of the Dutch Company and the English Company respectively upon an equalised basis, in accordance with the ratio of dividend entitlement. Accordingly, it is considered desirous that the assets of the two Companies be held so that the ratio of dividend generating capacity of the Dutch Company to that of the English Company does not materially differ from the ratio of dividend entitlement of the ordinary shareholders in the Dutch Company to that of the ordinary shareholders in the English Company except where the Dutch Company and the English Company jointly agree that any action to produce this result would not be beneficial for the group as a whole.”

8.	Clause 1(a) of the Principal Agreement shall be amended by deleting the word “and”.

9.	Clause 1(b) of the Principal Agreement shall be deleted and there shall be substituted therefor the following new sub-clauses:–

“(b) The “Equalization Agreement” means the 1946 Equalization Agreement as amended by Supplemental Agreement dated the 20th day of July, 1951 and Second Supplemental Agreement dated the 21st day of December, 1981 and the Third Supplemental Agreement of even date herewith and as may be amended hereafter from time to time;


6		Deed of Mutual Covenants 2006

10.	Clause 2 of the Principal Agreement shall be deleted and there shall be substituted therefor the following new Clause:–

“2. The English Company and its associated companies and the Dutch company and its associated companies agree to co-operate together in every way they reasonably can (but not in circumstances where they jointly agree that any action to produce this result would not be beneficial for the group as a whole) to ensure that the ratio of the dividend generating capacity of the Dutch Company to that of the English Company does not differ substantially from the ratio of the dividend entitlement of ordinary shareholders in the Dutch Company to that of the ordinary shareholders in the English Company.”

11.	The following further Clause shall be added as a new Clause 5A of the Principal Agreement:–

“5A. The parties to this agreement do not intend that any term of this agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this agreement.”

12.	Clause 6 of the Principal Agreement shall be amended by deleting each occurrence of the words “the 1946 Agreement” and substituting therefor the words “the Equalization Agreement”.

13.

Clause 7 of the Principal Agreement shall be amended by deleting the words “the Arbitration Acts 1889 to 1934 or any statutory modification or re-enactment thereof” and substituting therefor the words “the Arbitration Acts 1950 to 1996 or any statutory modification or re-enactment thereof from time to time in force”.

14.	Clause 8 of the Principal Agreement shall be amended by deleting the words “Messrs. Slaughter & May” and substituting therefor the words “Messrs. Slaughter and May”.

15.	This Agreement shall be governed by, and construed in accordance with, English law.

16.	The Principal Agreement (which in all other respects is hereby confirmed) shall henceforth be read and construed as amended by Clauses 1 to 14 hereof.

IN WITNESS whereof this Agreement has been duly executed by both parties the day and year first before written.

The original agreement dated 15 May 2006 was signed on behalf of Unilever PLC by R. Kugler and A. M. Dillon, Director and Deputy Secretary respectively, and on behalf of Unilever N.V. by K. van der Graaf and J. van der Bijl, Director and Joint Secretary respectively.


Deed of Mutual Covenants 2006			7

Exhibit 4.1(c )

LOGO

Agreement for Mutual Guarantees of Borrowing

9 June 1983

THIS AGREEMENT is made the 9th day of June 1983 BETWEEN Unilever N.V. (“NV”), a company incorporated in the Netherlands with its registered office at Burgemeester ‘s Jacobplein, Rotterdam; and UNILEVER PLC (“PLC”), a public limited company incorporated in England with its registered office at Port Sunlight, England.

WHEREAS:

NV and PLC are linked by various agreements and arrangements which provide that the persons to be nominated for appointment to the Boards of the two companies shall always be the same individuals, that the two companies shall, in general, pay and support each other in paying equalised dividends, that the two companies shall adopt the same accounting systems, that the two companies shall have free access to and free use of each other’s knowledge, processes, patents and trademarks, and that generally the businesses of the two companies shall be carried on, so far as possible, as if they were the combined business of one and the same company.

NOW THIS AGREEMENT WITNESSETH as follows:

1.	In this agreement NV and PLC are referred to together as “the two companies” and separately either as NV and PLC or as “the one company” and “the other company” as the context may require;

2.	(1) If (a) either NV or PLC considers it desirable that a

loan indebtedness contracted or to be contracted by it should be secured by a guarantee from the other company it may in writing call upon the other company and the company so called upon shall give such guarantee;

(b) either NV or PLC gives a guarantee to secure a loan indebtedness contracted or to be contracted by any company (“the borrowing company”) in which it has directly or through one or more of its subsidiaries ⁽¹⁾ or together with the other company or one or more of that other company’s subsidiaries the whole or a majority shareholding interest it may, provided that the other company’s shareholding interest in the borrowing company is not greater than its own, in writing call upon the other company to join in such guarantee or to give a separate guarantee of such indebtedness and the company so called upon shall give such guarantee;

(1) Such companies are elsewhere referred to as “group companies”.

(2) The obligation to give guarantees under this clause shall be subject to the grant of any consent or permission which may from time to time be required from any competent authority for the giving of such guarantee. NV and PLC undertake that they will each use their best endeavours to obtain any such consent or permission and to co-operate with each other to obtain any such consent or permission;

(3)

(a) Wherever NV or PLC has given a guarantee in pursuance of sub-clause (1) (a) of this clause and is required to pay a creditor under such guarantee it shall be entitled to be indemnified by the other company in respect of the amount so paid and in respect of any losses, liabilities, costs or expenses paid or incurred arising out of or in connection with the performance of its obligations under such guarantee;

(b) Wherever

(i) NV or PLC has given a guarantee in pursuance of sub-clause (1) (b) of this clause or otherwise in respect of the loan indebtedness of a company in which the other company has a shareholding interest and is required to pay a creditor under such guarantee it shall be entitled to be indemnified by the other company in respect of the amount so paid and in respect of any losses, liabilities, costs or expenses paid or incurred arising out of or in connection with the performance of its obligations under such guarantee provided that if the company entitled to be indemnified under this sub-clause has itself directly or indirectly through one or more of its subsidiaries a shareholding interest in the company whose indebtedness it had secured by the aforesaid guarantee then the amount to which it shall be entitled to be indemnified shall be limited to the same proportion of the total amount it has paid in pursuance of the provisions of this sub-paragraph (i) as the other company’s direct and indirect shareholding interest bears to the combined direct and indirect shareholding interests of NV and PLC;

(ii) NV or PLC is indemnified in pursuance of sub-paragraph (i) of this paragraph it shall up to the amount to which it is indemnified at the option of the other company either transfer to the other company its rights against the company whose indebtedness has been secured by the guarantee concerned or exercise such rights on behalf and for the account of the other company.

3.	Either of NV and PLC may terminate this Agreement by not less than six months’ previous written notice to the other in any of the following events:

(a) if the Agreement between them for the distribution of profits and assets dated 28th June 1946, as amended by Supplemental Agreements dated 20th July 1951 and 21st December 1981, commonly known as the Equalisation Agreement, shall cease to be in force;

(b) if the Boards of NV and PLC shall cease to consist of the same individuals;

(c) if any other material change shall take place in the Agreements or arrangements described in the Recital to this Agreement.

(1) This Agreement shall be construed and have effect in all respects as a contract made in England in accordance with the laws of England and any dispute shall be settled by arbitration in England under the Arbitration Acts 1950 to 1979 or any statutory modification or re-enactment thereof from time to time in force;

(2) Paragraph (1) of this sub-clause shall apply mutatis mutandis to all rights and obligations between NV and PLC resulting from either of the two companies paying under a guarantee given in pursuance of this Agreement.

IN WITNESS whereof this Agreement has been duly executed by both parties the day and year first before written.

The original agreement dated 9 June 1983 was signed on behalf of Unilever N.V. by Mr H. F. van den Hoven and Mr T. Drion, Director and Secretary respectively, and on behalf of Unilever PLC by Mr J. D. Keir, Secretary, in the presence of Ms E. R. Micklem.

Exhibit 4. 3

LOGO


				Unilever House
				100 Victoria Embankment
				Blackfriars
				London
				EC4Y 0DY

				T: + 44 20 7822 5874

				Paul Polman
				Chief Executive Officer

STRICTLY PERSONAL AND CONFIDENTIAL

Mr Jean-Marc Huet

24 February 2014

Dear Jean-Marc,

This letter is to confirm your reward decisions from the 2013/14 pay review.

Base Salary

Your annual base salary will remain unchanged at GBP 714,000.

2013 Annual Bonus

In respect of 2013, your annual gross bonus award is GBP 746,130 (104.5% of salary i.e. 100% (target bonus) x 110% (individual multiplier) x 95% (business differentiation factor)).

Your 2014 target bonus will be 100% of salary with a maximum of 150% of salary. The performance measures for 2014 for the annual bonus plan are as follows:


Performance Measure	Weighting
Underlying Sales Growth		1/3
Underlying Volume Growth		1/3
Core Operating Margin (vs PY)		1/3

Details of the performance targets for the annual bonus plan as approved by the Compensation and Management Resources Committee (the ‘Committee‘) will be communicated to you separately.

The Board will assess Unilever’s 2014 business performance not only against these performance targets but also relative to the overall quality and competitiveness of our performance delivery.

Your personal bonus will then be based both on the Board’s assessment of overall business performance and your personal achievement against your ‘3+1’ goals. The “3+1’ goals must be stretching, ambitious, and output oriented.

2014 Long-Term Incentives

For executive directors our long term incentive program consists of two vehicles:

•

The Management Co-Investment Plan (MCIP), and

•

The Global Share Incentive Plan (GSIP)


		Unilever PLC		Unilever NV
		Registered in England & Wales		Registered in Rotterdam
		Number 41424		Commercial Register No 24051830
		Registered office Port Sunlight		VAT No NL004966466877
		Wirral, Merseyside CH62 4ZD

2014 MCIP

Under this plan, 25% of your gross annual bonus will be invested in Unilever shares, although you may elect to invest up to 60%. If you elected to purchase additional shares, you should have received an email confirmation of your entire allocation to MCIP.

The shares will be held for a period of three years and Unilever will match this investment with an award of an equal number of performance shares. The vesting of these matching shares will be contingent on the achievement of the same 3 year performance targets as exist under our GSIP (see below) and can vest between 0% – 150%. The value of this award may be further enhanced by earning dividends / dividend equivalents during the vesting period.

2014 GSIP

Under the 2014 GSIP, you have been made a conditional award of shares worth GBP 1,249,500 (175% of your base salary) which will vest between 0% and 200% three years from the award date based on company performance.

The performance measures for the ULE as from 2014, are:


Performance Measure	Weighting
Underlying Sales Growth		25%
Core Operating Margin (vs PY)		25%
Operating Cash Flow (Cumulative)		25%
Relative Total Shareholder Return		25%

The minimum of the performance range for USG and COM must be reached before any shares subject to either metric can vest. Details of the performance targets for the 2014 MCIP and GSIP awards as approved by the Committee will be communicated to you separately.

Fixed Allowance in lieu of perquisites and benefits

Your Fixed Allowance was GBP 300,000 for 2013, which included GBP 80,000 for housing. This housing element began to be reduced by GBP 40,000 per annum starting in 2012 until it has been removed altogether from 2015.

For 2014 your gross annual Fixed Allowance will be GBP 260,000.

This gross allowance of GBP 260,000 will further reduce as follows:

•

2015 = GBP 220,000

You also receive medical cover for you and your family via the Allianz International medical arrangement. You will continue to receive life insurance cover at 3 x the salary used to calculate your pension benefit.

Pension

You are no longer a member of the Unilever’s International Pension Plan (IPP). The Fixed Allowance is paid to you in lieu of pension and you may choose to become a member of the IPP to invest some of that Fixed Allowance through the IPP.

Claw back

The Committee may retroactively adjust and/or claw back variable remuneration, including the annual bonus, paid to you if and to the extent that the amount of the remuneration was based on incorrect information.

Personal Shareholding Requirement

As previously communicated, you are required to build and maintain a personal shareholding in Unilever of at least three times your base salary within 5 years from the later of 2010 or when you were granted your first GSIP award to attain your shareholding requirement. I’m delighted to note that you have already exceeded this within a shorter time than required. Please see your 2013 Annual Unilever Shareholding Statement dated 17 January 2014 for further details.

Please also note the introduction, with effect from 1 January 2014, of a new mandatory requirement for you as Executive Director to hold shares to the value of 100% of your minimum shareholding requirement for 12 months post cessation of your employment at Unilever and 50% of these shares for 24 months post cessation of your employment with Unilever.

As a ULE member, it is Unilever policy that approval by the CEO is required before performing any transaction in relation to Unilever shares.

With kind regards,

Paul Polman

Appendix – Application of Personal Shareholding Requirement

Personal Shareholding Requirement

As part of Unilever’s long-term incentive arrangements, it is a requirement that Board members and certain other managers build up a personal shareholding in Unilever. The following principles on shareholding have been agreed:

Date of Commencement:

The personal shareholding must be built up over a period of five years commencing from the individual’s first grant from the Global Share Incentive Plan (GSIP). Once the required level of personal shareholding has been achieved, this shareholding must be maintained (and increased, as necessary, as Base Salary levels increase).

Qualifying Shares:

Shares in either Unilever PLC or Unilever N.V. (or a combination of both) will qualify provided they are personally owned by the Director or by a member of his/her (immediate) family.

Shares purchased from the Annual Bonus (Variable Pay) programme will qualify as from the moment of purchase. Shares acquired under a Restricted Share/Stock arrangement will qualify on a net of tax basis.

Shares awarded on a conditional basis by way of the GSIP, including those by way of the MCIP, will not qualify until the moment of vesting (i.e. once the precise number of shares is fixed after the three-year vesting period has elapsed).

Share options will not qualify until the shares in question have eventually been acquired (and retained) following the exercise of the option.

Value of Shares to be taken into Account:

The value of the shares to be taken into account will be the higher of the open market value as at the date of acquisition or the open market value at date of measurement. The Euro/Sterling/US$ exchange rate to be applied will be the prevailing rate on the chosen date.

Salary on which Shareholding Requirement to be based :

The level of Base Salary at the date of measurement shall be used to assess the level of personal shareholding.

Level of Personal Shareholding:

The level of personal shareholding for you is 3 times Base Salary.

Monitoring of Personal Shareholding Target:

Global Reward will monitor the level of personal shareholding.

The consequence of not having achieved the required shareholding will be that no awards under the GSIP will be made until the necessary shareholding has been built up.

Other Matters:

It is not permitted to write options over Unilever shares as this would be in conflict with our Share Dealing Code.

LOGO

STRICTLY PERSONAL AND CONFIDENTIAL

Mr Paul Polman

29 January 2014

Dear Paul,

Your reward package effective 1 January 2014

This letter is to confirm your reward package as from 1 ^st January 2014 as approved by the Compensation and Management Resources Committee (the ‘Committee‘).

Base Salary

Your annual base salary will remain unchanged at GBP £1,010,000.

2013 Annual Bonus

In respect of 2013, your annual gross bonus award is £1,583,175 (157% of salary i.e. 120% (target bonus) x 137.5% (individual multiplier) x 95% (business differentiation factor) capped at the maximum award of 200%)).

Your annual bonus is payable in the March 2014 payroll.

2014 Annual Bonus

Your target bonus for 2014 will continue to be 120% of base salary and your maximum bonus continues to be 200% of your base salary.

The performance measures for 2014 for the annual bonus plan are:


Performance Measure	Weighting
Underlying Sales Growth		1/3
Underlying Volume Growth		1/3
Core Operating Margin (vs PY)		1/3

Details of the performance targets for the annual bonus plan as approved by the Committee will be communicated to you separately. The Board will assess Unilever’s 2014 business performance not only against these performance targets but also relative to the overall quality and competitiveness of our performance delivery.

Your personal bonus will then be based both on the Board’s assessment of overall business performance and your personal achievement against your stretching, ambitious, and output oriented ‘3+1’ goals.

2014 Long-Term Incentives

For executive directors, our long term incentive program consists of two vehicles:

•

The Management Co-Investment Plan (MCIP), and

•

The Global Share Incentive Plan (GSIP)

2014 MCIP

Under this plan, 25% of your gross annual bonus will be invested in Unilever shares, although you may elect to invest up to 60% of your earned bonus.

The invested shares must be held for a period of three years and Unilever will match this investment with an award of an equal number of performance shares. The vesting of these matching shares will be between 0% -150% contingent on the achievement of the same 3 year performance targets as exist under our GSIP (see below). The value of this award may be further enhanced by earning dividends / dividend equivalents during the vesting period.

2014 GSIP

Under the 2014 GSIP, you have been made a conditional award of shares worth GBP 2,020,000 (200% of your base salary) which will vest between 0% and 200% three years from the award date based on company performance.

The performance measures for the Executive Team, as from 2014, are:


Performance Measure	Weighting
Underlying Sales Growth		25%
Core Operating Margin (vs PY)		25%
Operating Cash Flow (Cumulative)		25%
Relative Total Shareholder Return		25%

Fixed allowance in lieu of perquisites and benefits

Your annual Fixed Allowance of GBP 250,000 will continue to be paid to you in lieu of car allowance, partner travel, entertainment allowance and company pension contribution.

The company will continue to accrue on your behalf the supplemental conditional pension provision of 12% salary, with investment returns replicating those of the IPP. Accordingly, the base salary for this provision remains at GBP 976,028 with a corresponding maximum contribution of GBP 117,123 continuing with effect from 1 ^st January 2014.

You also receive medical cover for you and your family via the Allianz International medical arrangement when you and your family are outside of Switzerland. You will be covered by the Swiss Sanitas scheme when resident in Switzerland. You will also continue to receive life insurance cover at 3 x the salary used to calculate your pension benefit.

Claw back

Personal Shareholding Requirement

As previously communicated, you are required to build and maintain a personal shareholding in Unilever of at least four times your base salary within 5 years from the later of 2010 or when you were granted your first GSIP award to attain your shareholding requirement. I’m delighted to note that you have already exceeded this within a shorter time than required. Please see your 2013 Annual Unilever Shareholding Statement dated 17 January 2014 for further details.

With kind regards

Michael Treschow

Chairman

Appendix – Application of Personal Shareholding Requirement

Personal Shareholding Requirement

Date of Commencement:

Qualifying Shares:

Shares in either Unilever PLC or Unilever NV (or a combination of both) will qualify provided they are personally owned by the Director or by a member of his/her (immediate) family.

Share options will not qualify until the shares in question have eventually been acquired (and retained) following the exercise of the option.

Value of Shares to be taken into Account:

Salary on which Shareholding Requirement to be based:

The level of Base Salary at the date of measurement shall be used to assess the level of personal shareholding.

Level of Personal Shareholding:

The level of personal shareholding for you is 4 times Base Salary.

Monitoring of Personal Shareholding Target:

Global Reward will monitor the level of personal shareholding.

The consequence of not having achieved the required shareholding will be that no awards under the GSIP will be made until the necessary shareholding has been built up.

Other Matters:

It is not permitted to write options over Unilever shares as this would be in conflict with our Share Dealing Code.

Exhibit 7.1

Calculation of Ratio of Earnings to Fixed Charges (times)

The ratio of earnings to fixed charges is determined using the following applicable factors:

Earnings available for fixed charges are calculated, first, by determining the sum of: (a) net profit before taxation and the Unilever Group’s share of net profit/(loss) of joint ventures and associates; (b) dividend income receivable from joint ventures and associates; and (c) fixed charges, as defined below.

Fixed charges are calculated as the sum of: (a) finance costs (both expensed and capitalized); and (b) one-third of lease costs (e.g., that portion of rental expense that is representative of the interest factor).


Earnings to Fixed Charges	€ million 2014			€ million 2013			€ million 2012			€ million 2011			€ million 2010
Earnings
Net profit		5,515			5,263			4,836			4,491			4,465
Add: Taxation		2,131			1,851			1,697			1,575			1,486
(Less)/Add: Share of net profit/(loss) of joint ventures and associates		(98	)		(113	)		(105	)		(113	)		(111	)
Add: Dividend income receivable from joint ventures and associates		131			110			119			111			141
Add: Fixed charges		678			663			712			691			634

		8357			7,774			7,259			6,755			6,615

Fixed charges
Finance costs		500			500			526			540			480
Add: One-third of lease costs		178			163			186			151			154

		678			663			712			691			634

Ratio of earnings to fixed charges (times)		12.3			11.7			10.2			9.8			10.4

Exhibit 12.1

Section 302 Certification

CERTIFICATIONS

I, PAUL POLMAN, certify that:

1.	I have reviewed this annual report on Form 20-F of UNILEVER PLC ;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 6 March 2015

/s/ Paulus Gerardus Josephus Maria Polman

Chief Executive Officer

Section 302 Certification

CERTIFICATIONS

I, JEAN-MARC HUET, certify that:

1.	I have reviewed this annual report on Form 20-F of UNILEVER PLC ;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 6 March 2015

/s/ Raoul Jean-Marc Sidney Huet

Chief Financial Officer

Exhibit 13.1

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 20-F of Unilever PLC , a corporation organized under the laws of the United Kingdom (the “Company”) for the period ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: 6 March 2015

/s/ Paulus Gerardus Josephus Maria Polman

Paulus Gerardus Josephus Maria Polman

Chief Executive Officer

Dated: 6 March 2015

/s/ Raoul Jean-Marc Sidney Huet

Raoul Jean-Marc Sidney Huet

Chief Financial Officer

Exhibit 15.1

Specific portions of the Unilever 2014 Annual Report are incorporated by reference in this Annual Report on Form 20-F (incorporated by reference from Exhibit I of Unilever’s Current Report on Form 6-K furnished to the SEC on March 6, 2015).

Exhibit 15.2

Consent of Independent Registered Public Accounting Firms

We consent to the incorporation by reference in the registration statements on Form F-3 (No. 333-199023-02) of Unilever PLC and on Form F-3 (No. 333-199023) of Unilever N.V. of our report dated 3 March 2015, with respect to the consolidated balance sheets of Unilever Group (Unilever N.V. and Unilever PLC, together with their subsidiaries) as of 31 December 2014, and the related consolidated income statement, consolidated statement of comprehensive income, consolidated changes in equity, and consolidated cash flows for the year ended 31 December 2014, and all related financial statement schedules, and the effectiveness of internal control over financial reporting as of 31 December 2014, which report appears in the 31 December 2014 annual report on Form 20-F of Unilever PLC.


KPMG LLP				KPMG Accountants N.V.
London, United Kingdom				Amsterdam, Netherlands

6 March 2015

Exhibit 15.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-199023) and Form S-8 (No. 333-185299-01) of Unilever N.V. and on Form F-3 (No.333-199023-02) and Form S-8 (No. 333-185299) of Unilever PLC of our report dated 4 March 2014 relating to the financial statements which appears in this Form 20-F.

London, United Kingdom 6 March, 2015

PricewaterhouseCoopers LLP

As auditors of Unilever PLC

/s/ PricewaterhouseCoopers LLP

Amsterdam, The Netherlands, 6 March, 2015

PricewaterhouseCoopers Accountants N.V.

As auditors of Unilever N.V.

/s/ P J van Mierlo RA

P J van Mierlo RA