F-4

As filed with the Securities and Exchange Commission on January 7, 2011

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS F-4* and S-4*

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Etablissements Delhaize Frères et Cie

“Le Lion” (Groupe Delhaize)

(Exact Name of Registrant as Specified in its Charter)**

Delhaize Brothers and Co. “The Lion”

(Delhaize Group)

(Translation of Registrant’s Name Into English)

** The registrant’s charter (articles of association) specifies the registrant’s name in French, Dutch and English.

Belgium	5411	98-0226019
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)
Square Marie Curie 40 1070 Brussels Belgium (32) 2 412 22 11 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

See Table of Additional Registrants Below

G. Linn Evans

Delhaize America, LLC

2110 Executive Drive

Salisbury, North Carolina 28147

(704) 633-8250

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

J. Steven Patterson

Hunton & Williams LLP

1900 K Street, N.W.

Washington, DC 20006-1109

(202) 995-1500

Approximate date of commencement of proposed sale to the public: As promptly as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.    ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Senior Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
5.70% Senior Notes due 2040	$827,163,000	100%	$827,163,000	$96,033.62
Guarantees of 5.70% Senior Notes due 2040(3)	$827,163,000	—	—	(4)

(1) The notes being registered are being offered in exchange for 5.70% Senior Notes due 2040 previously sold in transactions exempt from registration under the Securities Act. The registration fee was computed based on the face value of the 5.70% Senior Notes due 2040 solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act.

(2) Calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(3) The 5.70% Senior Notes due 2040 are unconditionally guaranteed, on a joint and several basis, by certain subsidiaries on a senior unsecured basis. No separate consideration will be paid in respect of these guarantees. See inside facing page for the registrant guarantors.

(4) Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement will become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrants

Name	State or Other Jurisdiction of Incorporation	I.R.S. Employer Identification  No.
Delhaize US Holding, Inc. (1)	Delaware	27-1348010
Delhaize America, LLC (1)	North Carolina	56-0660192
Food Lion, LLC (1)	North Carolina	56-2173154
Hannaford Bros. Co. (2)	Maine	01-0085930
Kash n’ Karry Food Stores, Inc. (3)	Delaware	95-4161591
FL Food Lion, Inc. (1)	Florida	56-2051565
Risk Management Services, Inc. (1)	North Carolina	55-0660192
Hannbro Company (4)	Maine	01-0531895
Martin’s Foods of South Burlington, Inc. (4)	Vermont	03-0222879
Boney Wilson & Sons, Inc. (4)	North Carolina	56-0709778
J.H. Harvey Co., LLC (1)	Georgia	05-0582869
Hannaford Licensing Corp. (4)	Maine	01-0512079
Victory Distributors, Inc. (4)	Massachusetts	04-2440100

(1) The address and telephone number of the principal executive offices of these registrants is P.O. Box 1330, 2110 Executive Drive, Salisbury, North Carolina 28145-1330, (704) 633-8250.

(2) The address and telephone number of the principal executive offices of this registrant is 145 Pleasant Hill Road, Scarborough, Maine 04074, (207) 883-2911.

(3) The address and telephone number of the principal executive offices of this registrant is 3801 Sugar Palm Drive, Tampa, Florida 33619, (813) 620-1139.

(4) The address and telephone number of the principal executive offices of these registrants is 145 Pleasant Hill Road, Scarborough, Maine 04074, (207) 885-3071.

* This registration statement comprises a filing on Form F-4 with respect to the securities of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) and a filing on Form S-4 with respect to the securities of all other registrants.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 7, 2011

Prospectus

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)

(Delhaize Brothers and Co. “The Lion” (Delhaize Group))

Offer to Exchange

all outstanding 5.70% Senior Notes due 2040 ($827,163,000 principal amount)

issued on October 8, 2010

for

5.70% Senior Notes due 2040 ($827,163,000 principal amount)

which have been registered under the Securities Act of 1933

We are offering to exchange all of our outstanding unregistered 5.70% Senior Notes due 2040 issued on October 8, 2010, which we refer to as the original notes, for new registered 5.70 % Senior Notes due 2040, which we refer to as the exchange notes. Both the original notes and the exchange notes are represented by one or more certificated depositary interests, or CDIs, as more fully explained in “Book-Entry, Form, Clearance and Settlement.” The original notes and the exchange notes are sometimes collectively referred to as the notes. For more information concerning the terms of the notes, see “Description of the Exchange Notes.”

The Exchange Offer:

• You should carefully review the Risk Factors beginning on page 7 of this prospectus.

• Our offer to exchange original notes for exchange notes will be open until 5:00 p.m., New York City time, on , 2010, unless we extend the exchange offer.

• Original notes may be exchanged only in a minimum denomination of $1,000 or an integral multiple of $1,000 in excess thereof.

• The exchange offer is not conditional upon any minimum aggregate principal amount of original notes being tendered.

• Tenders of original notes may be withdrawn any time prior to the expiration of the exchange offer.

• The exchange of original notes for exchange notes will not be a taxable event for U.S. federal income tax purposes.

• You should also carefully review the procedures for tendering the original notes beginning on page 15 of this prospectus.

• If you fail to tender your original notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.

• The exchange notes are new securities for which there is currently no public market.

Exchange Notes:

• The form and terms of the exchange notes are identical to the form and terms of the original notes except that the exchange notes are registered under the Securities Act of 1933 (the “Securities Act”) and, therefore, are freely transferable.

• The exchange notes will mature on October 1, 2040.

• We will pay interest on the exchange notes semi-annually on April 1 and October 1 of each year, beginning, with respect to the exchange notes, April 1, 2011, at the rate of 5.70% per annum.

• The exchange notes are our senior unsecured obligations and will rank equally in right of payment with all of our other existing and future senior unsecured indebtedness and senior in right of payment to all our existing and future subordinated indebtedness.

• Our obligations under the exchange notes benefit from the guarantees under a cross guarantee agreement, dated as of May 21, 2007, among us and certain of our subsidiaries, as supplemented by a joinder agreement dated as of December 18, 2009, which we refer to as the Cross Guarantee Agreement. A description of the Cross Guarantee Agreement is included in this prospectus under the heading “Description of Guarantees”.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the exchange notes to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is     , 2011

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION		i
PRESENTATION OF INFORMATION		ii
INCORPORATION BY REFERENCE		ii
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		7
EXCHANGE RATES		10
USE OF PROCEEDS		11
SELECTED FINANCIAL DATA		12
RATIO OF EARNINGS TO FIXED CHARGES		14
THE EXCHANGE OFFER		15
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS		23
DESCRIPTION OF THE EXCHANGE NOTES		32
DESCRIPTION OF GUARANTEES		52
ORIGINAL NOTES REGISTRATION RIGHTS AGREEMENT		55
BOOK-ENTRY, FORM, CLEARANCE AND SETTLEMENT		59
CERTAIN TAX CONSIDERATIONS		66
PLAN OF DISTRIBUTION		72
ENFORCEMENT OF CIVIL LIABILITIES		73
LEGAL MATTERS		74
EXPERTS		74

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the Commission. You should rely only on the information or representations provided in this prospectus. We have not authorized any person to provide information other than that provided in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document or that any information contained in any document we have incorporated by reference is accurate as of any date other than the date of the document incorporated by reference.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) applicable to foreign private issuers. In accordance with the Exchange Act, we electronically file reports, including annual reports on Form 20-F and interim reports on Form 6-K, and other information with the Commission. You may obtain these reports and other information by sending a written request to Delhaize Group, Square Marie Curie 40, 1070 Brussels, Belgium, Attention: Investor Relations Officer, Telephone: + (32) 2 412 22 11.

You can inspect and copy these reports, and other information, without charge, at the Public Reference Room of the Commission located at 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. In addition, you can inspect material filed by us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which American Depositary Shares representing shares of our common stock are listed. As a foreign private issuer, we are not subject to the proxy rules under Section 14 or the short-swing insider profit disclosure rules under Section 16 of the Exchange Act.

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PRESENTATION OF INFORMATION

In this prospectus, references to “United States” or “U.S.” are to the United States of America, references to “$”, “dollars” and “USD” are to United States dollars, references to “Belgium” are to the Kingdom of Belgium, and references to”€”, “Euro” and “EUR” are to the lawful currency of participating states of the European Monetary Union. The following 16 member states participate in the European Monetary Union (EMU) and have adopted the euro: Austria, Belgium, Cyprus, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, Malta, The Netherlands, Portugal, Slovakia, Slovenia and Spain.

Unless otherwise indicated, statements in this prospectus relating to market share, ranking and data are derived from management estimates based, in part, on independent industry publications, reports by market research firms or other published independent sources. Any discrepancies in any table between totals and the sums of the amounts listed in such table are due to rounding.

As used in this prospectus “Delhaize Group,” “we,” “us” and “our” refer to Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) and its subsidiaries, unless the context otherwise requires.

INCORPORATION BY REFERENCE

The Commission allows us to “incorporate by reference” the information we file with the Commission in other documents, which means:

• incorporated documents are considered part of this prospectus;

• we can disclose important information to you by referring you to those documents; and

• information that we file with the Commission after the date of this prospectus automatically updates and supersedes this prospectus.

We incorporate by reference the following document:

• our annual report on Form 20-F for the financial year ended December 31, 2009 filed with the Commission on June 28, 2010; and

• our report on Form 6-K/A furnished to the Commission on January 7, 2011, regarding our results for the nine-months ended September 30, 2010.

In addition, we incorporate by reference each of the following documents that we will file with or furnish to the Commission after the date of this prospectus from now until 180 days after the effective date of the registration statement pertaining to the exchange notes:

• reports filed under Section 13(a), 13(c) or 15(d) of the Exchange Act; and

• any future reports on Form 6-K furnished to the Commission that indicate that they are incorporated by reference in this prospectus.

You may obtain a copy of any of the documents referred to above (excluding exhibits) at no cost by contacting us at the following address:

Delhaize Group

Square Marie Curie 40

1070 Brussels

Belgium

Attention: Investor Relations Officer

Telephone: + (32) 2 412 22 11

To obtain timely delivery, you must request any document no later than five days before the date of the expiration of this exchange offer, meaning no later than     , 2011.

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SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results and events. These forward-looking statements generally can be identified by the use of statements that include phrases such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, “likely”, “will” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. You should review carefully all information, including the financial statements and the notes to the financial statements, included or incorporated by reference into this prospectus. Past performance can be no guarantee of future results of Delhaize Group.

In addition to the risk factors described below under “Risk Factors”, the following important factors could affect future results, causing these results to differ materially from those expressed in our forward-looking statements:

• changes in the general economy or in the primary markets of our company;

• changes in consumer spending;

• competitive factors;

• the nature and extent of continued consolidation in the supermarket industry;

• adverse determination with respect to litigation or other claims;

• inability to develop new stores or to remodel stores as rapidly as planned;

• stability of product costs;

• supply or quality control problems with vendors;

• the resolution of uncertain tax positions;

• the ability to achieve satisfactory operating results in all geographic areas where we operate;

• labor costs, including benefit plan costs and severance payments, or labor disputes that may arise from time to time;

• legislative, regulatory, tax, accounting or judicial developments;

• the cost and stability of fuel, energy and other power sources;

• adverse developments with regard to food and drug safety and quality issues or concerns that may arise;

• loss of a key member of senior management;

• data security or other information technology issues that may arise;

• adverse weather conditions; and

• the availability and terms of financing, including interest rates and our ability to issue debt or to borrow under our lines of credit as a result of current conditions in the financial markets.

These factors and the other risk factors described in this prospectus or incorporated by reference are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our future results. The forward-looking statements included in this prospectus are made only as of the date of this prospectus and we cannot assure you that projected results or events will be achieved.

iii

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus to help you understand our business and the terms of the notes. You should carefully read all of this prospectus, including (i) our audited consolidated financial statements and related notes, which are included in our Form 20-F for the fiscal year ended December 31, 2009 and are incorporated herein by reference and (ii) our unaudited interim consolidated results for September 30, 2010 and 2009 and the nine-month periods then ended, which are included in our Form 6-K/A furnished to the Commission on January 7, 2011 and are incorporated herein by reference, to understand fully our business and the terms of the notes, as well as some of the other considerations that may be important to you in making your investment decision. You should pay special attention to the “Risk Factors” section of this prospectus to determine whether an investment in the notes is appropriate for you.

Business Overview

We are a food retailer headquartered in Belgium, which operates in six countries and on three continents. We were founded in Belgium in 1867. As of December 31, 2009, we had a sales network (which includes company-operated, affiliated and franchised stores) of 2,732 stores and employed approximately 138,000 people. Our principal activity is the operation of food supermarkets in the United States, Belgium and Greece, with a small percentage of our operations in Romania and in Indonesia. Such retail operations are primarily conducted through (i) our consolidated subsidiary, Delhaize America, LLC, which we refer to as Delhaize America, (ii) our businesses in Belgium and the Grand Duchy of Luxembourg, which we refer to collectively as Delhaize Belgium, and (iii) the business of Alfa Beta Vassilopoulos S.A. in Greece. Our ordinary shares are listed under the symbol “DELB” on the regulated market NYSE Euronext, Brussels. Our American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts (“ADRs”), each representing one ordinary share, are listed on the New York Stock Exchange under the symbol “DEG.” Our website can be found at www.delhaizegroup.com and www.delhaize.com. The information on our website is not a part of this prospectus.

Additional Information

Our executive offices are located at Square Marie Curie 40, 1070 Brussels, Belgium, and our telephone number is +32 2 412 2211. We will, upon request, provide without charge to each person to whom this prospectus is delivered a copy of any or all of the documents incorporated or deemed to be incorporated by reference into this prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Written or oral requests should be directed to: Delhaize Group, Attention: Investor Relations, Square Marie Curie 40, 1070 Brussels, Belgium, telephone: +32 2 412 2211.

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Summary of the Exchange Offer

On October 8, 2010, we completed our private offer to exchange any and all of the outstanding 9.00% Debentures due 2031 and 8.05% Notes due 2027 issued by our wholly-owned subsidiary Delhaize America, which we refer to collectively as the Delhaize America securities, that were held by eligible holders in a private placement for new 5.70% Notes due 2040 issued by Delhaize Group, which we refer to as the original notes, plus accrued and unpaid interest in cash on such tendered Delhaize America securities and cash in lieu of fractional portions of original notes. In this private exchange offer, we placed $827,163,000 aggregate principal amount of the original notes in a transaction exempt from registration under the Securities Act of 1933, as amended. In connection with the private exchange offer, we entered into a registration rights agreement with the dealer managers in the private offering of the original notes in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to complete the exchange offer within 300 days after the date we issued the original notes. You are entitled to exchange in the exchange offer your original notes for exchange notes with substantially identical terms.

You should read the discussion under the headings “—Summary of the Terms of the Exchange Notes” beginning on page 4 and “Description of the Exchange Notes” beginning on page 32 for further information regarding the exchange notes.

We summarize the terms of the exchange offer below. You should read the discussion under the heading “The Exchange Offer” beginning on page 15 for further information regarding the exchange offer and resale of the exchange notes.

The Exchange Offer	We are offering to exchange up to $827,163,000 million aggregate principal amount of exchange notes for up to $827,163,000 million aggregate principal amount of the original notes. Original notes may be exchanged only in a minimum denomination of $1,000 or an integral multiple of $1,000 in excess thereof.
Expiration Date	The Exchange Offer will expire at 5:00 p.m., New York City time, on     , 2011, or such later date and time to which we extend it.
Withdrawal of Tenders	You may withdraw your tender of original notes prior to the expiration date, unless previously accepted for exchange. We will return to you, without charge, promptly after the expiration or termination of the exchange offer any original notes that you tendered but that were not accepted for exchange.
Conditions to the Exchange Offer	We will not be required to accept original notes for exchange if the exchange offer would be unlawful or would violate any interpretation of the staff of the Commission. The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered. Please read the section “The Exchange Offer— Conditions to the Exchange Offer” beginning on page 20 for more information regarding the conditions to the exchange offer.
Procedures for Tendering Original Notes	If your original notes are held through The Depository Trust Company, which we refer to as DTC, and you wish to participate in the exchange offer, you may do so through the automated tender offer program of DTC, which we refer to as ATOP. If you tender under this program, you will agree to be bound by the letter of transmittal that we are providing with this prospectus as though you had signed the letter of transmittal. By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things: •     any exchange notes to be received by you will be acquired in the ordinary course of your business;

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	•     you have no arrangement with any person to participate in the distribution of the original notes or exchange notes; •     you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of us or any guarantor of the original notes or, if you are an affiliate of us or any guarantor of the original notes, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; •     if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the exchange notes; •     if you are a broker-dealer, you will receive exchange notes for your own account in exchange for securities that were acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of such exchange notes; and •     you are not acting on behalf of any person who could not truthfully make the foregoing representations.
Special Procedures for Beneficial Owners	If you own a beneficial interest in original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender the original notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf.
Certain Tax Considerations	The exchange of original notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read “Certain Tax Considerations” beginning on page 66.
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes.

The Exchange Agent

We have appointed The Bank of New York Mellon as exchange agent for the exchange offer, which also serves as trustee under the indenture that governs the notes. You should direct questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal to the exchange agent addressed as follows:

For Delivery by Mail, Hand or Overnight Delivery:

The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Attention: Les Cummings

For Facsimile Transmission

(for eligible institutions only):

+ 44 207 964 2536

Attention: Les Cummings

To Confirm by Telephone or for Information Call:

+ 44 207 964 4958

Right Under Registration Rights Agreement If we fail to complete the exchange offer as required by the registration rights agreement, we will be obligated to pay liquidated damages to holders of the original notes. Please read “Original Notes Registration Rights Agreement” beginning on page 55 for more information regarding your rights as a holder of original notes.

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Summary of the Terms of the Exchange Notes

The form and terms of the exchange notes are the same as the form and terms of the original notes, except that the exchange notes are registered under the Securities Act and, therefore, are freely transferable. Both the original notes and the exchange notes will be governed by the same indenture. We use the term notes in this prospectus to collectively refer to the original notes and the exchange notes.

Issuer	Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), or Delhaize Group, a limited liability company (“société anonyme”) organized under the laws of the Kingdom of Belgium
Securities Offered	$827,163,000 aggregate principal amount of 5.70% Senior Notes due 2040
Maturity Date	October 1, 2040
Interest	We will pay interest on the exchange notes on April 1 and October 1 of each year, beginning on April 1, 2011.
Interest Rate	The exchange notes will bear interest at a rate per annum of 5.70%.
Ranking	The exchange note will be our senior unsecured general obligations, will rank equally in right of payment with all our existing and future unsecured senior indebtedness and will be senior in right of payment to all our existing and future subordinated obligations.
Guarantees	The original notes will benefit from the Cross Guarantee Agreement among our company, Delhaize US Holding, Inc., Delhaize America and substantially all of Delhaize America’s subsidiaries. See “Description of Guarantees.”
Optional Redemption	We have the option to redeem all or a portion of the exchange notes at any time or from time to time at a redemption price equal to the greater of: (1) 100% of the principal amount of the exchange notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the exchange notes being redeemed (exclusive of interest accrued and unpaid to the redemption date), discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by a Reference Treasury Dealer plus, in either case, accrued and unpaid interest on the exchange notes being redeemed on the redemption date. See “Description of the Exchange Notes–Optional Redemption.”
Tax Redemption	If certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments on the exchange notes, we may redeem the affected series of exchange notes in whole, but not in part, at any time, at a redemption price equal to the principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to, but not including, the date of redemption.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer.
Repurchase at the Option of Holders Upon a Change of Control Triggering Event	If we experience specific kinds of changes of control, holders of exchange notes will have the right to require us to repurchase all or any part of their exchange notes pursuant to the offer described under the heading “Description of the Exchange Notes—Change of Control”.
Additional Amounts	All payments in respect of the exchange notes will be made without withholding or deduction for any taxes or other governmental charges,

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	except to the extent required by law. If withholding or deduction is required by law, subject to certain exceptions, we will pay additional amounts so that the net amount you receive is no less than the amount that you would have received in the absence of such withholding or deduction.
Form and Denomination	The exchange notes will initially be represented by one or more global notes in bearer form deposited with the National Bank of Belgium, or the NBB, as the operator of the X/N System and will be held by The Bank of New York Mellon, as CDI depositary (the “CDI Depositary”), through Euroclear as a direct participant in the X/N System and will create CDIs representing interests in the exchange notes, which will be issued to The Depository Trust Company or its nominee (“DTC”) and its direct (including Euroclear and Clearstream) and indirect participants will record ownership of the beneficial interests in the CDIs on their books. The exchange notes and CDIs will be issued only in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. Definitive registered notes will be issued in exchange for interests in the CDIs representing interests in the global notes only under the circumstances set out under “Book-Entry, Form, Clearance and Settlement – Issuance of Definitive Registered Exchange Notes.” Any such definitive notes issued in exchange for interests in the global notes will not be eligible for settlement through any clearing system.
Clearance and Settlement	CDIs representing interests in the exchange notes will be admitted for clearance and settlement through DTC and Euroclear and Clearstream as direct participants in DTC. Transfers of book-entry interests in CDIs representing interests in the exchange notes will be effected through the book-entry facilities of DTC and through Euroclear and Clearstream as direct participants in DTC and their respective participants. Interests in the exchange notes may be held only by eligible investors referred to in Article 4 of the Belgian Royal Decree of May 26, 1994 holding their Notes in an exempt securities account with the X/N System or with a direct or indirect participant in such system, as further described in “Tax Considerations”. In order for the exchange notes to be traded on a fungible basis among themselves, each holder of exchange notes will be deemed to agree to the application of the fungibility system provided for in Belgian Royal Decree No. 62 of November 10, 1967 for the promotion of the circulation of securities, as amended.
Disclosure of Certain Information by the National Bank of Belgium	In principle, the NBB is bound by a duty of confidentiality. However, the NBB may, to the extent required by U.S. or international regulations or treaties or otherwise, disclose certain information relating to the identity of the holders of book entry interests in the exchange notes and the amount of interests held in the X/N System.
Exchange Offer and Registration Rights	We have entered into a registration rights agreement with the dealer managers in the private offering of the original notes, in which we agree to use our reasonable best efforts to conduct an SEC-registered exchange offer for the original notes. In connection with the exchange offer, you may exchange your original notes for exchange notes, which are identical in all material respects to the original notes, except that the exchange notes are registered with the SEC and thus may be resold to

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	any investor in the United States. If we are unable to effect the exchange offer, we agreed to use our reasonable best efforts to file and cause to become effective a shelf registration statement relating to the resale of the original notes. You will be entitled to the payment of liquidated damages if we do not complete the exchange offer or, if required, the shelf registration statement is not declared effective within the agreed time period. See “Original Notes Registration Rights Agreement”.
Listing	We do not intend to list the exchange notes on any securities exchange.
Governing Law	The exchange notes will be governed by the laws of the State of New York.
Trustee	The Bank of New York Mellon
Domiciliary Agent	ING Belgium SA/NV
Further Issues	The indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may issue under the indenture and provides that we may issue notes, debentures or other evidences of indebtedness from time to time in one or more series.

For further information regarding the exchange notes, see “Description of the Exchange Notes.”

Principal Executive Office

Our principal executive office is located at Square Marie Curie 40, 1070 Brussels, Belgium, and our telephone number is +32 2 412 22 11.

Risk Factors

See “Risk Factors” beginning on page 7 for a discussion of certain factors to be considered in connection with an investment in the exchange notes.

6

RISK FACTORS

Investing in the securities offered using this prospectus involves risk. You should consider carefully the following risks, together with the risks and uncertainties discussed under “Special Note Regarding Forward-Looking Statements,” “Enforcement of Civil Liabilities” and the other information included or incorporated by reference herein, including the information under the heading “Risk Factors” in our annual report on Form 20-F for the fiscal year ended December 31, 2009 before tendering your original notes in the Exchange Offer . If any of these risks actually occur, our business, financial condition and results of operations could suffer, and the trading price and liquidity of the securities offered using this prospectus could decline, in which case you may lose all or part of your investment. Certain statements under this caption constitute forward-looking statements. See “Special Note Concerning Forward-looking Statements.”

Risks Related to Operations of Our Company

You should read “Risk Factors” in our Annual Report on Form 20–F for the fiscal year ended December 31, 2009, which is incorporated by reference in this prospectus, or similar sections in subsequent filings incorporated by reference in this prospectus, for information on risks relating to operations of our company.

Risks Related to the Exchange Offer

There are no established trading markets for the exchange notes and any markets for the exchange notes may be illiquid.

The exchange notes are new issues of securities with no active trading markets. We cannot assure you that markets for the exchange notes will develop in the future, that you will be able to sell your exchange notes or the price that you will receive when you sell your exchange notes. In addition, the liquidity of, and trading market for the exchange notes could be adversely affected by many factors, including changes in interest rates and declines and volatility in the market for similar securities, as well as by changes in our financial condition or results of operations. We do not intend to apply for a listing or quotation of the exchange notes on any securities exchange or automated quotation system.

If you do not properly tender your original notes, you will continue to hold unregistered original notes and your ability to transfer original notes will be adversely affected.

If you do not properly tender your original notes for exchange notes in the exchange offer, you will continue to be subject to restrictions on transfer of your original notes. In general, the original notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the original notes under the Securities Act. You should refer to “Prospectus Summary—Summary of The Exchange Offer” and “The Exchange Offer” for information about how to tender your original notes. The tender of original notes under the exchange offer will reduce the outstanding amount of the original notes, which may have an adverse effect upon, and increase the volatility of, the market prices of the original notes due to a reduction in liquidity.

You must follow the exchange offer procedures carefully in order to receive the exchange notes.

If you do not follow the procedures described in this prospectus for tendering your original notes, you will not receive the exchange notes. Further, if you want to tender your original notes in exchange for exchange notes, you should allow sufficient time to ensure timely delivery. No one is under any duty to give you notification of any defects or irregularities with respect to tenders of original notes for exchange notes. For additional information, please refer to the section of this prospectus entitled “The Exchange Offer—Procedures for Tendering.”

7

Risks Related to the Exchange Notes

Each of the risks described in this section with respect to the exchange notes are equally applicable to the original notes.

The indenture does not restrict the amount of additional debt that we may incur, which may make it difficult to satisfy our obligations under the exchange notes or reduce the value of the exchange notes.

The exchange notes and the indenture governing the terms of the exchange notes do not place any limitation on the amount of unsecured debt that we may incur. Our incurrence of additional debt may have important consequences for you as a holder of the exchange notes, including making it more difficult for us to satisfy our obligations with respect to the exchange notes, a loss in the trading value of your Notes, if any, and a risk that the credit rating of the exchange notes is lowered or withdrawn.

Your right to receive payments on the exchange notes is unsecured and will be effectively subordinated to any of our secured indebtedness.

The exchange notes will be general unsecured senior obligations of our company. The exchange notes will be effectively subordinated to any secured senior indebtedness that we may incur to the extent of the value of, and the validity and priority of the liens on, our assets securing that indebtedness. In the event of our liquidation, dissolution, reorganization, bankruptcy or any similar proceeding, whether voluntary or involuntary, the holders of any of our secured indebtedness would be entitled to be paid from the assets securing that indebtedness before our assets may be used to make any payment in respect of the exchange notes. The obligations of Delhaize US Holding, Inc. and its subsidiaries that are party to the Cross Guarantee Agreement are also general unsecured payment obligations of such entities. The exchange notes will be effectively subordinated to any secured senior indebtedness of our subsidiaries and any unsecured senior indebtedness of our subsidiaries that are not party to the Cross Guarantee Agreement.

We may not be able to fulfill our obligation to offer to purchase Notes upon a change of control, and this obligation may discourage a sale or takeover of us.

Upon the occurrence of certain events causing a change of control, we will be required to offer to repurchase the exchange notes at a purchase price equal to 101% of the outstanding principal amount thereof, together with accrued and unpaid interest. See “Description of the Exchange Notes—Change of Control”. This change of control feature may make a sale or takeover of our company more difficult. There can be no assurance that we would have sufficient assets or be able to obtain sufficient third party financing on favorable terms to satisfy all our obligations upon a change of control. If an offer to repurchase the exchange notes is required to be made and we do not have available sufficient funds to pay for the exchange notes, an event of default would occur under the indenture. The occurrence of an event of default could result in acceleration of the maturity of the exchange notes. Furthermore, these provisions would not necessarily afford protection to holders of the exchange notes in the event of a highly leveraged transaction that does not result in a change of control. See “Description of the Exchange Notes”.

Due to delays in notification to and by the CDI depositary, the holders of CDIs representing interests in the exchange notes may be unable to give consents or voting instructions to the CDI Depositary.

Amending or modifying certain terms of the Indenture governing the exchange notes requires majority approval of the holders of the exchange notes, whether at a noteholders meeting or otherwise, and in some cases, requires unanimous approval of the holders of Notes at a noteholders’ meeting. Only direct holders of the exchange notes whose book-entry interests therein are shown in the records of the X/N System or in the records of a Participant in the X/N System, or (in the case of registered definitive notes) are recorded in the register kept by us, may attend a noteholders’ meeting or otherwise provide consents.

The Bank of New York Mellon, as CDI Depositary, will initially hold the exchange notes, represented by a Global Note in bearer form, and will create certificated depositary interests, or CDIs, representing interests in the

8

exchange notes. A Deposit Agreement among us, the CDI Depositary and the beneficial owners of the CDIs, sets out the rights and obligations of the CDI Depositary and the rights of CDI holders, including with respect to voting and provision of consents. Despite our efforts, the CDI Depositary may not receive voting or consent materials for Notes represented by CDIs in time to ensure that holders of CDIs can provide the CDI Depositary with instructions. In addition, the CDI Depositary’s liability to holders of CDIs for failing to execute instructions or for the manner of executing instructions is limited by the Deposit Agreement. As a result, holders of CDIs may not be able to exercise their right to give voting or consent instructions and they may not have any recourse against the CDI Depositary or our company if their interests in the exchange notes are not voted or consent is not provided as they have requested or if their interests cannot be voted or consent cannot be provided.

Belgian fraudulent conveyance law may adversely affect the enforceability of the exchange notes.

Our obligations under the exchange notes may be subject to review under the Belgian fraudulent conveyance law (action paulienne/actio pauliana) enacted for the protection of creditors. Under the Belgian fraudulent conveyance law, a creditor could bring a claim and a court could declare the exchange notes ineffective (inopposables/niet-tegenstelbaar) with respect to the creditor bringing the claim if the following conditions are met:

• the creditor’s claim arose before the challenged transaction, commitment or agreement;

• the challenged transaction, commitment or agreement has caused a financial prejudice to the creditor or has a material adverse effect on the possibility that the creditor will recover its claim;

• the debtor entered into the transaction, commitment or agreement knowing that it would financially prejudice the creditor; and

• the party entering the challenged transaction, commitment or agreement with the debtor, knew or should have known, that the transaction was abnormal, causing a financial prejudice to other creditors of the debtor. In the case of gratuitous acts (such as, arguably, providing a guarantee or other security for third-party obligations), it has been held that this knowledge test does not apply.

The statute of limitations is five years from the time the relevant creditor knew of its financial prejudice and the identity of the party to the challenged transaction. When successful, the plaintiff-creditor will receive a court ruling holding that the challenged transaction, commitment or agreement is ineffective with respect to such plaintiff-creditor, the debtor and the beneficiary of the challenged transaction, commitment or agreement. If a court were to find that the issuance of the exchange notes was a fraudulent conveyance, the court could hold that the payment obligations under the exchange notes are ineffective, or require the holders of the exchange notes to repay any amounts received with respect to the exchange notes. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the exchange notes. Also, we believe that the issuance of the guarantees under the Cross Guarantee Agreement will not be a fraudulent conveyance under the Belgian fraudulent conveyance law. We cannot assure you, however, that a court passing on this question would reach the same conclusion.

In insolvency proceedings, Belgian bankruptcy law has specific provisions relating to fraudulent conveyance and voidable preferences.

9

EXCHANGE RATES

In this document, references to “$”, “dollars” and “USD” are to United States dollars and references to “€”, “Euro” and “EUR” are to the lawful currency of participating states of the European Monetary Union. The following 16 member states participate in the European Monetary Union (EMU) and have adopted the euro: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, the Grand Duchy of Luxembourg, The Netherlands, Portugal, Slovenia, Spain, Cyprus, Malta, and Slovenia.

Fluctuations in the exchange rate between the euro and other currencies may affect our business. The following table sets forth, for the periods and dates indicated, certain information concerning the exchange rates for the euro expressed in U.S. dollars per euro. Information concerning the U.S. dollar exchange rate is based on the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Board of Governors of the Federal Reserve System (the “noon buying rate”). Such rates are provided solely for convenience and no representation is made that euro were, could have been, or could be, converted into U.S. dollars at these rates or at any other rate. Such rates were not used by us in the preparation of our audited and unaudited consolidated financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus. The rate on December 31, 2010 was $1.3919 per euro.

	Closing Rate		Average Rate(1)		High		Low
Year ended December 31,
2009		1.4332		1.3955		1.5100		1.2547
2008		1.3919		1.4695		1.6010		1.2446
2007		1.4603		1.3797		1.4862		1.2904
2006		1.3197		1.2661		1.3327		1.1860
2005		1.1842		1.2400		1.3476		1.1667
Nine months ended September 30,
2010		1.3601		1.3155		1.4536		1.1959
2009		1.4630		1.3709		1.4795		1.2547
Month
December 2010		—		—		1.4224		1.3036
November 2010		—		—		1.3395		1.3089
October 2010		—		—		1.4066		1.3688
September 2010		—		—		1.3638		1.2708
August 2010		—		—		1.3282		1.2652
July 2010		—		—		1.3069		1.2464

⁽¹⁾ The average of the noon buying rates for euros on the last business day of each month during the period.

Because a substantial portion of our assets and operating results are denominated in U.S. dollars, we are exposed to fluctuations in the value of the U.S. dollar against the euro. In line with our risk policy, we do not hedge this U.S. dollar translation exposure. As of September 30, 2010, a variation of one U.S. cent in the exchange rate of the euro would have caused our revenues to vary by 0.5 percent, or €82 million, and net profit by 0.5 percent, or €2 million. As of September 30, 2009, a variation of one U.S. cent in the exchange rate of the euro would have caused our revenues to vary by 0.5 percent, or €77 million, and net profit by 0.5 percent, or €2 million.

A significant transaction risk for us, due to variations in currencies, is the payment of dividends by the U.S. operating companies to the parent company. When appropriate, we have entered into agreements to hedge against the variation in the U.S. dollar in relation to the payment of the dividend by Delhaize America to the parent company. Additional currency exposure arises when the parent company or our financing companies finance our subsidiaries in their local currency. Any sizeable cross-currency lending among the companies of Delhaize Group is generally fully hedged through the use of foreign exchange forward contracts or currency swaps. Our subsidiaries borrow, in most cases, directly in local currencies. As a result, fluctuations in our balance sheet ratios resulting from changes in currencies are generally limited.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes, we will receive in exchange a like principal amount of original notes. The original notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

On October 8, 2010, we completed our private offer to exchange any and all of the outstanding 9.00% Debentures due 2031 and 8.05% Notes due 2027 issued by our wholly-owned subsidiary Delhaize America, which we refer to collectively as the Delhaize America securities, that were held by eligible holders in a private placement for new 5.70% Notes due 2040 issued by Delhaize Group, which we refer to as the original notes, plus accrued and unpaid interest in cash on such tendered Delhaize America securities and cash in lieu of fractional portions of original notes. No proceeds were generated from the private exchange offer in which the original notes were issued. In this private exchange offer, we placed $827,163,000 aggregate principal amount of the original notes in a transaction exempt from registration under the Securities Act of 1933, as amended.

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SELECTED FINANCIAL DATA

The following selected financial data are derived from our audited consolidated financial statements, incorporated herein by reference, which have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and as adopted by the European Union. The financial data for the nine-month periods ended September 30, 2010 and 2009 are derived from our unaudited condensed consolidated financial statements incorporated by reference herein, which have been prepared in accordance with IFRS. Operating results for the nine-month period ended September 30, 2010 are not necessarily indicative of the results that may be expected for the entire fiscal year ending December 31, 2010. The selected financial data presented below should be read in conjunction with our consolidated financial statements, related notes thereto and other financial information incorporated by reference herein.

The euro is Delhaize Group’s reporting currency. The U.S. dollar amounts contained in the table below are provided solely for the convenience of the reader and have been calculated using the exchange rate of EUR 1.00 = USD 1.3648, the reference rate of the European Central Bank on September 30, 2010. Such translations should not be construed as representations that euro amounts could be converted into U.S. dollars at that or any other rate.

	Year Ended December 31,
	2009 USD		2009 EUR		2008 EUR		2007(2) EUR		2006(2) EUR		2005 EUR
	(in millions, except per share amounts)
INCOME STATEMENT DATA
Revenues		27,211		19,938		19,024		18,943		19,215		18,345
Operating profit		1,286		942		904		937		947		900
Profit before taxes and discontinued operations		1,010		740		702		605		671		603
Net profit from continuing operations		699		512		485		401		426		380
Net profit		710		520		479		425		361		370
Net profit attributable to equity holders of the Group		702		514		467		410		352		365
Cash dividends paid(1)		202		148		143		131		113		105
Basic earnings per share		7.04		5.16		4.70		4.20		3.71		3.89
Diluted earnings per share		6.93		5.08		4.59		4.04		3.55		3.71

	Nine Month Period Ended September 30,
	2010 USD		2010 EUR		2009 EUR
	(in millions, except per share amounts)
INCOME STATEMENT DATA
Revenues		21,300		15,607		15,065
Operating profit		979		717		719
Profit before taxes and discontinued operations		771		565		568
Net profit from continuing operations		527		386		376
Net profit		525		385		384
Net profit attributable to equity holders of the Group		524		384		380
Cash dividends paid(1)		218		160		147
Basic earnings per share		5.24		3.84		3.81
Diluted earnings per share		5.19		3.80		3.75

	Year Ended December 31,
	2009 USD		2009 EUR		2008 EUR			2007 EUR	2006 EUR		2005 EUR
	(in millions)
BALANCE SHEET DATA
Current assets		3,301		2,419		2,403	2,197			2,422		2,813
Total assets		13,304		9,748		9,700	8,822			9,295		10,254
Short-term borrowings		86		63		152	41			102		—
Long-term debt		2,599		1,904		1,766	1,912			2,170		2,546
Long-term obligations under finance lease		878		643		643	596			602		654
Share capital		68		50		50	50			48		47
Non-controlling interests		23		17		52	49			36		30
Shareholders’ equity		5,994		4,392		4,143	3,627			3,525		3,566

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	Nine Month Period Ended September 30,
	2010 USD		2010 EUR		2009 EUR
	(in millions)
BALANCE SHEET DATA
Current assets		3,901		2,858		2,442
Total assets		14,359		10,521		9,595
Short-term borrowings		121		89		208
Long-term debt		2,661		1,950		1,884
Long-term obligations under finance lease		910		667		624
Share capital		68		50		50
Non-controlling interests		1		1		16
Shareholders’ equity		6,555		4,803		4,196

	Year Ended December 31,
	2009 USD			2009 EUR			2008 EUR			2007 EUR			2006 EUR			2005 EUR
	(in millions, except store count and per share amounts)
OTHER DATA
Store count at period end		N/A			2,732			2,673			2,545			2,705			2,636
Weighted average number of shares outstanding at period end		N/A			99.8			99.4			97.7			94.9			93.9
Net cash provided by operating activities		1,605			1,176			927			932			910			902
Net cash (used in) investing activities (3)		(757	)		(555	)		(758	)		(630	)		(721	)		(742	)
Net cash (used in) financing activities (3)		(677	)		(496	)		(105	)		(333	)		(638	)		(84	)
Capital expenditures		710			520			714			729			700			636

	Nine Month Period Ended September 30,
	2010 USD			2010 EUR			2009 EUR
	(in millions, except store count and per share amounts)
OTHER DATA
Store count at period end		N/A			2,760			2,697
Weighted average number of shares outstanding at period end		N/A			100.2			99.8
Net cash provided by operating activities		1,344			985			778
Net cash (used in) investing activities (3)		(592	)		(434	)		(350	)
Net cash (used in) financing activities (3)		(336	)		(246	)		(337	)
Capital expenditures		576			422			328

(1) We usually pay dividends once a year after our annual shareholders’ meeting following the fiscal year with respect to which the dividend relates. Dividends per share represent the dividend for the indicated fiscal year, which is approved at the shareholders’ meeting held the following year. Cash dividends paid represent the amount of dividend effectively paid during the indicated year.

(2) Adjusted for reclassification of German operations to discontinued operations.

(3) Reclassification of cash flows resulting from the acquisition of non-controlling interests from “Investing” to “Financing” due to a change in IFRS

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RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our consolidated ratio of earnings to fixed charges for the periods indicated. You should read these ratios in connection with our consolidated financial statements, including the notes to those statements, incorporated by reference in this prospectus.

Nine Months Ended September 30,

Year Ended December 31,

20010 EUR

2009 EUR

2009 EUR

2008 EUR

2007 EUR

2006 EUR

2005 EUR

Other Data

Consolidated Ratio of Earnings to Fixed Charges(1)

3.46x

3.55x

3.51x

3.41x

2.81x

2.79x

2.53x

(1) See Exhibit 12.1 for the calculation of the ratio of earnings to fixed charges.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

On October 8, 2010, we completed our private offer to exchange any and all of the outstanding 9.00% Debentures due 2031 and 8.05% Notes due 2027 issued by our wholly-owned subsidiary Delhaize America, which we refer to collectively as the Delhaize America securities, that were held by eligible holders in a private placement for new 5.70% Notes due 2040 issued by Delhaize Group, which we refer to as the original notes, plus accrued and unpaid interest in cash on such tendered Delhaize America securities and cash in lieu of fractional portions of original notes. In this private exchange offer, we placed $827,163,000 aggregate principal amount of the original notes in a transaction exempt from registration under the Securities Act of 1933, as amended. Because they were issued pursuant to exemptions from registration, the original notes are subject to transfer restrictions.

In connection with the issuance of the original notes, we agreed with the dealer managers in the private offering of the original notes that we would:

• file with the Commission a registration statement relating to a registered exchange offer for the original notes within 180 days of the issue date of the original notes;

• use our reasonable best efforts to cause the registration statement to become effective under the Securities Act no later than 270 days after the issue date of the original notes; and

• use our reasonable best efforts to complete the exchange offer no later than 300 days after the issue date of the original notes.

Our failure to comply with these agreements within certain time periods would result in additional interest being due on the original notes. A copy of the registration rights agreement with the initial purchasers has been filed as an exhibit to the registration statement of which this prospectus is a part.

Based on existing interpretations of the Securities Act by the staff of the Commission described in several no-action letters to third parties, and subject to the following sentence, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers who purchased the original notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act, or our affiliates, without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any holder of the original notes who is an affiliate of ours, who is not acquiring the exchange notes in the ordinary course of such holder’s business or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the interpretations by the staff of the SEC described in the above-mentioned no-action letters;

• will not be able to tender the original notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the original notes unless the sale or transfer is made under an exemption from these requirements.

We do not intend to seek our own no-action letter, and there is no assurance that the staff of the Commission would make a similar determination regarding the exchange notes as it has in these no-action letters to third parties.

As a result of the effectiveness of the registration statement of which this prospectus is a part, we will not be required to pay an increased interest rate on the original notes unless we either fail to timely consummate the exchange offer or fail to maintain the effectiveness of the registration statement to the extent we agreed to do so. Following the closing of the exchange offer, holders of the original notes not tendered will not have any further registration rights except in limited circumstances requiring the filing of a shelf registration statement, and the original notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for the original notes will be adversely affected.

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Terms of the Exchange Offer

Upon the terms and subject to the conditions stated in this prospectus and in the letter of transmittal, we will accept all original notes properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authenticating agent, we will issue minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof principal amount of exchange notes in exchange for each like principal amount of the original notes accepted in the exchange offer.

By tendering the original notes for exchange notes in the exchange offer and signing or agreeing to be bound by the letter of transmittal, a tendering holder of original notes:

• irrevocably sells, assigns and transfers to or upon the order of us or our nominees, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, all original notes tendered thereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against us or any fiduciary, trustee, fiscal agent or other person connected with the original notes arising under, from or in connection with such original notes,

• represents and warrants that, among other things, the original notes being tendered thereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and acknowledges that we will acquire good, indefeasible and unencumbered title to such original notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the same are accepted by us,

• represents that (i) if the tendering holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of exchange notes, and (ii) if the tendering holder is a broker-dealer that will receive exchange notes for its own account in exchange for original notes, the original notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes pursuant to the Exchange Offer (however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act), and

• constitutes the irrevocable appointment of the exchange agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the original notes tendered hereby in favor of us or such other person or persons as we may direct and to deliver such form(s) of transfer and other document(s) in the attorney’s and/or agent’s discretion and the certificate(s) and other document(s) of title relating to such original notes’ registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer, and to vest in us or our nominees such original notes.

Broker-dealers that are receiving exchange notes for their own account must have acquired the original notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be admitting that it is an “underwriter” within the meaning of the Securities Act. If required by applicable securities laws, we will, upon written request, make this prospectus available to any broker-dealer for use in connection with a resale of exchange notes. See “Plan of Distribution.”

The exchange notes and the original notes will be issued under and entitled to the benefits of the same indenture. The form and terms of the exchange notes are identical in all material respects to the form and terms of the original notes except that:

• the exchange notes will be issued in a transaction registered under the Securities Act;

16

• the exchange notes will not be subject to transfer restrictions; and

• provisions providing for an increase in the interest rate on the original notes will be eliminated after completion of the exchange offer.

As of the date of this prospectus, $827,163,000 million aggregate principal amount of the original notes was outstanding. In connection with the issuance of the original notes, we arranged for the original notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC. See “Book-Entry, Form, Clearance and Settlement.”

We intend to conduct the exchange offer in accordance with the Exchange Act, and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable. Rule 14e-1 describes unlawful tender offer practices under the Exchange Act. This rule requires us, among other things:

• to hold our exchange offer open for at least 20 business days;

• to give at least ten business days notice of any material change in the terms of this offer; and

• to issue a press release in the event of an extension of the exchange offer.

The exchange offer is not conditioned upon any minimum aggregate principal amount of the original notes being tendered, and holders of the original notes do not have any appraisal or dissenters’ rights under Belgian law or under the indenture in connection with the exchange offer. We shall be considered to have accepted the original notes tendered according to the procedures in this prospectus when, as and if we have given oral (promptly confirmed in writing) or written notice of acceptance to the exchange agent. See “—Exchange Agent”. The exchange agent will act as agent for the tendering holders for the purpose of receiving exchange notes from us and delivering exchange notes to those holders.

If any tendered original notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, holder’s interest in such notes will be transferred into the holder’s account at DTC according to the procedures described below, as promptly as practicable after the expiration date.

Holders who tender original notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes related to the exchange of the original notes in the exchange offer. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. See “—Solicitation of Tenders; Fees and Expenses.”

Neither we nor our board of directors makes any recommendation to holders of original notes as to whether to tender or refrain from tendering all or any portion of their original notes in the exchange offer. Moreover, no one has been authorized to make any such recommendation. Holders of the original notes must make their own decision whether to tender in the exchange offer and, if so, the amount of the original notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

Expiration Date; Extension; Amendments

The term “expiration date” shall mean 5:00 p.m., New York City time, on             , 2011, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended.

We expressly reserve the right, in our sole discretion:

• to delay acceptance of any original notes or to terminate the exchange offer and to refuse to accept original notes not previously accepted, if any of the conditions described under “—Conditions to the Exchange Offer” shall have occurred and shall not have been waived by us;

• to extend the expiration date of the exchange offer;

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• to amend the terms of the exchange offer in any manner;

• to purchase or make offers for any original notes that remain outstanding subsequent to the expiration date; and

• to the extent permitted by applicable law, to purchase original notes in the open market, in privately negotiated transactions or otherwise.

The terms of the purchases or offers described in the fourth and fifth clauses above may differ from the terms of the exchange offer.

Any delay in acceptance, termination, extension or amendment of the exchange offer will be followed as promptly as practicable by oral or written notice to the exchange agent and by making a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, termination, extension or amendment of the exchange offer, we shall have no obligation to publish, advise or otherwise communicate any public announcement, other than by making a timely release to any news agency customarily used by us for public announcements.

You are advised that we may extend the exchange offer because some of the holders of the original notes do not tender on a timely basis. In order to give these noteholders the ability to participate in the exchange and to avoid the significant reduction in liquidity associated with holding an unexchanged note, we may elect to extend the exchange offer.

Interest on the Exchange Notes

The exchange notes will bear interest from October 8, 2010 or the most recent date on which interest was paid or provided for on the original notes surrendered for the exchange notes. Interest on the exchange notes will be payable semi-annually on each April 1 and October 1, commencing on April 1, 2011. Accordingly, holders of original notes that are accepted for exchange will not receive interest that is accrued but unpaid on the original notes at the time of tender.

Procedures for Tendering

If you hold original notes and wish to have those notes exchanged for exchange notes, you must validly tender (or cause the valid tender of) your original notes using the procedures described in this prospectus.

The procedures by which you may tender or cause to be tendered original notes will depend upon the manner in which you hold the original notes, as described below.

How to Tender if You Are a Beneficial Owner of Original Notes Held through a Nominee

If you beneficially own original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender these original notes, you should contact the registered holder promptly and instruct it to tender on your behalf.

Tender of Original Notes with DTC

Pursuant to authority granted by The Depository Trust Company (“DTC”) if you are a DTC participant that has original notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your original notes as if you were the record holder. Accordingly, references herein to record holders include DTC participants with original notes credited to their accounts. Promptly after the date of this prospectus, an account will be established with respect to the original notes at DTC for purposes of the Exchange Offer.

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Any participant in DTC, including the respective depositants for Euroclear and Clearstream, may tender original notes by effecting a book-entry transfer of the original notes to be tendered in the Exchange Offer into the account at DTC established for purposes of the Exchange Offer and either:

• electronically transmitting its acceptance of the Exchange Offer through DTC’s Automated Tender Offer Program (“ATOP”) procedures for transfer, or

• completing and signing the letter of transmittal according to the instructions and delivering it, together with any signature guarantees and other required documents, to the exchange agent at its address on the back cover page of this prospectus, in either case before the Exchange Offer expires.

If ATOP procedures are followed, DTC will verify each acceptance transmitted to it, execute a book-entry delivery to the account at DTC established for purposes of the Exchange Offer and send an agent’s message to the exchange agent. An “agent’s message” is a message, transmitted by DTC to and received by the exchange agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering original notes that the participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce the agreement against the participant. DTC participants following this procedure should allow sufficient time for completion of the ATOP procedures prior to the expiration date.

The letter of transmittal (or facsimile thereof), with any required signature guarantees, or (in the case of book-entry transfer) an agent’s message in lieu of the letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent, prior to the expiration date at one of its addresses set forth on the back cover page of this prospectus. Delivery of such documents to DTC does not constitute delivery to the exchange agent.

Signatures and Signature Guarantees

You must have signatures on a letter of transmittal or a notice of withdrawal described below guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

Signatures on the letter of transmittal need not be guaranteed if:

• The letter of transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the original notes and the holder(s) has not completed the box entitled “Special Return Instructions” on the letter of transmittal; or

• the original notes are tendered for the account of a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc. or is a commercial bank or trust company having an office in the United States, each, an “eligible institution.” See Instruction 4 in the letter of transmittal.

Determinations Under the Exchange Offer

We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered original notes and withdrawal of tendered original notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notices not properly tendered or any original notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of original notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of original notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of original notes will not be deemed made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly

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tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of original notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of original notes in the exchange offer:

• a written or facsimile transmission of a notice of withdrawal must be received by the exchange agent at its address listed below before 5:00 p.m., New York City time, on the expiration date; or

• you must comply with the appropriate procedures of ATOP.

Any notice of withdrawal must:

• specify the name of the person having deposited the original notes to be withdrawn;

• the name and number of the account at the depositary to be credited;

• be signed by the same person and in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee for the original notes to register the transfer of the original notes into the name of the person withdrawing the tender; and

• specify the name in which any of these original notes are to be registered, if different from that of the person who deposited the original notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any original notes so withdrawn will be judged not to have been tendered according to the procedures in this prospectus for purposes of the exchange offer, and no exchange notes will be issued in exchange for those original notes unless the original notes so withdrawn are validly retendered. Any original notes that have been tendered but are not accepted for exchange will be transferred into the holder’s account at DTC according to the procedures described above. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following one of the procedures described above under “—Procedures for tendering” at any time before the Expiration Date.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any original notes, and we may terminate the exchange offer as provided in this prospectus before accepting any original notes for exchange if in our reasonable judgment:

• the exchange notes to be received will not be tradeable by the holder, without restriction under the Securities Act, the Exchange Act and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the exchange offer, or the making of any exchange by a holder of original notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the original notes of any holder that has not made to us:

• proper tender of such original notes in accordance with the requirements set forth in this prospectus and in the letter of transmittal;

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• the representations described under “Terms of the Exchange Offer;” and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any original notes by giving oral or written notice of such extension to their holders. During any such extensions, all original notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any original notes that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the original notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

In addition, we will not accept for exchange any original notes tendered, and will not issue exchange notes in exchange for any such original notes, if at such time any stop order will be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

Exchange Agent

The Bank of New York Mellon, the trustee under the indenture, has been appointed as exchange agent for the exchange offer. In this capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. Requests for assistance with respect to the procedures for tendering and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent. You should send letters of transmittal and any other required documents to the exchange agent addressed as follows:

For Delivery by Mail, Hand or Overnight Delivery:

The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Attention: Les Cummings

For Facsimile Transmission

(for eligible institutions only):

+ 44 207 964 2536

Attention: Les Cummings

To Confirm by Telephone or for Information Call:

+ 44 207 964 4958

Delivery of the letter of transmittal to an address other than as listed above or transmission of the letter of transmittal via facsimile other than as described above does not constitute a valid delivery of the letter of transmittal.

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Solicitation of Tenders; Fees and Expenses

We will bear the expenses of soliciting the requesting holders of original notes to determine if such holders wish to tender those notes for exchange notes. The principal solicitation under the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph, telephone or telecopier.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the original notes and in handling or forwarding tenders for exchange.

We will also pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs.

You will not be obligated to pay any transfer tax in connection with the exchange, except if you instruct us to register exchange notes in the name of, or request that notes not tendered or not accepted in the exchange offer be returned to, a person other than you, in which event you will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the original notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Participation in the Exchange Offer; Untendered Original Notes

Participation in the exchange offer is voluntary. Holders of original notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all of the original notes tendered under the terms of, this exchange offer, we will have fulfilled a covenant contained in the registration rights agreement. Holders of original notes who do not tender in the exchange offer will continue to hold their original notes and will be entitled to all the rights, and subject to the limitations, applicable to the original notes under the indenture. Holders of original notes will no longer be entitled to any rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See “Description of the Exchange Notes.” All untendered original notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent the original notes are tendered and accepted, there will be fewer original notes remaining following the exchange, which could significantly reduce the liquidity of the untendered notes.

We may in the future seek to acquire our untendered original notes in the open market or through privately negotiated transactions, through subsequent exchange offers or otherwise. We intend to make any acquisitions of the original notes following the applicable requirements of the Exchange Act, and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable. We have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any original notes that are not tendered in the exchange offer, except in those circumstances in which we may be obligated to file a shelf registration statement.

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

The following discussion summarizes selected provisions of certain other indebtedness of Delhaize Group. The provisions of the agreements governing such indebtedness are complicated and not easily summarized. This summary is not complete and may not contain all of the information about these agreements that is important to you.

Financing Arrangements of Delhaize Group SA/NV

$300 million 5.875% senior notes due 2014

Delhaize Group’s 5.875% senior notes due 2014 represented by certificated depositary interests (the “5.875% Notes”) were issued pursuant to Delhaize Group’s Indenture, dated as of February 2, 2009 (as supplemented, the “2009 Indenture”). The terms of the 5.875% Notes are those stated in the 2009 Indenture and those made part of the 2009 Indenture by reference to the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). This summary of the 2009 Indenture and 5.875% Notes is qualified in its entirety by reference to the actual 2009 Indenture (including supplements) filed with the SEC as Exhibits 4.5 and 4.6 to Delhaize Group’s Report on Form 6-K, filed on February 6, 2009, which are incorporated by reference into this prospectus.

The 5.875% Notes were issued in an original aggregate principal amount of $300 million, all of which remained outstanding as of September 30, 2010. Interest on the 5.875% Notes is payable semi-annually in arrears on each February 1 and August 1. The 5.875% Notes will mature on February 1, 2014. The 5.875% Notes are unsecured and rank pari passu with all of Delhaize Group’s other unsecured and unsubordinated indebtedness. The 5.875% Notes are obligations of Delhaize Group and are guaranteed pursuant to the Cross Guarantee Agreement by Delhaize America and the other subsidiaries of Delhaize Group party thereto. The 2009 Indenture, among other things, limits the ability of Delhaize Group and its subsidiaries to create liens and enter into sale-leaseback transactions. The 5.875% Notes are redeemable, at our option, in whole or in part at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 5.875% Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal, interest and liquidated damages, if any, on the 5.875% Notes being redeemed (exclusive of interest accrued and unpaid to the redemption date), discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 2009 Indenture) plus 50 basis points as determined by a Reference Treasury Dealer (as defined in the 2009 Indenture), plus accrued and unpaid interest and liquidated damages, if any, on the 5.875% Notes being redeemed at the redemption date.

Events of default under the 2009 Indenture include:

• a default for 30 days in any payment of interest on any debt security of such series issued under the indenture when due and payable;

• failure to pay the principal of any note issued under such indenture as and when the same shall become due and payable upon maturity, upon redemption or repurchase or otherwise;

• the failure by any Cross Guarantor (as defined under the heading “Description of Guarantees”) to perform any covenant set forth in the Cross Guarantee Agreement applicable to such Cross Guarantor or the repudiation by any Cross Guarantor of its obligations under its Cross Guarantee Agreement other than in compliance with the terms thereof, in each case for 30 days after Delhaize Group receives written notice from the trustee under such indenture, or the Cross Guarantee Agreement fails to be in full force and effect for any reason;

• the failure by Delhaize Group for 30 days after it receives written notice from the trustee under such indenture to comply with any one or more of its obligations under such notes issued under such indenture (other than any obligation for the payment of any interest, principal or any other amount in respect of such notes issued under such indenture)

• default by Delhaize Group or any material subsidiary (as defined in such indenture) in the due payment of any other indebtedness having a minimum aggregate amount of 2% of Delhaize Group’s consolidated capitalization (or its equivalent in any other freely convertible currency or currencies) of

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Delhaize Group or any material subsidiary or assumed by or guaranteed by Delhaize Group or any material subsidiary, and, provided, that any such default has not been cured within the period of grace contractually agreed upon or subsequently agreed to for such payment, or in the event that any such indebtedness shall have become repayable before the due date thereof as a result of acceleration of maturity by reason of the occurrence of any event of default thereunder, unless in any such case such indebtedness is contested in good faith; provided, that if any such default is cured or waived or any such acceleration rescinded, or such indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such event of default and any consequential acceleration of the debt securities shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

• if a court shall enter a decree or order for relief in respect of Delhaize Group or any material subsidiary in an involuntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect (including the Belgian Bankruptcy Law of 8 August 1997 and the Belgian Law of 17 July 1997 on judicial composition (concordat judiciaire/gerechtelijk akoord)), or appointing a receiver, liquidator, sequestrator (or other similar official) of Delhaize Group or any material subsidiary or for any substantial part of any of their property, or ordering the winding up or liquidation of their affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

• if Delhaize Group or any material subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (including the Belgian Bankruptcy Law of 8 August 1997 and the Belgian Law of 17 July 1997 on judicial composition (concordat judiciaire/gerechtelijk akoord)), or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator (or other similar official) of Delhaize Group or any material subsidiary or for any substantial part of any of their property, or shall make any general assignment for the benefit of creditors, or shall take any corporate action in furtherance of any of the foregoing; or

• any other event of default provided with respect to debt securities of such series and described in the applicable prospectus supplement.

€500 million 5.625% senior notes due 2014

Delhaize Group’s 5.625% notes due 2014 (the “5.625% Notes”) were issued pursuant to Delhaize Group’s Indenture, dated as of June 27, 2007 (the “5.625% Notes Indenture”). This summary of the 5.625% Notes Indenture and 5.625% Notes is qualified in its entirety by reference to the actual 5.625% Notes Indenture filed with the SEC as Exhibit 2.12 to Delhaize Group’s Annual Report on Form 20-F filed June 29, 2007, which is incorporated by reference into this prospectus.

The 5.625% Notes were issued in an original aggregate principal amount of €500 million, all of which remained outstanding as of September 30, 2010. Interest on the 5.625% Notes is payable annually in arrears on each June 27. The 5.625% Notes will mature on June 27, 2014. The 5.625% Notes are unsecured and rank pari passu with all of Delhaize Group’s other unsecured and unsubordinated indebtedness. The 5.625% Notes are obligations of Delhaize Group and are guaranteed pursuant to the Cross Guarantee Agreement by Delhaize US Holding, Inc., Delhaize America and substantially all of the subsidiaries of Delhaize America. The 5.625% Notes are listed on the Official List of the Luxembourg Stock Exchange. The 5.625% Notes Indenture, among other things, limits the ability of Delhaize Group and its subsidiaries to create liens and enter into sale-leaseback transactions. The 5.625% Notes are redeemable, at our option, in whole or in part at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 5.625% Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the 5.625% Notes being redeemed (exclusive of interest accrued and unpaid to the redemption date) discounted to the redemption date, on an annual basis (based on the actual number of days elapsed) at the Bund Rate (as defined in the 5.625% Notes Indenture) plus 15 basis points, as determined by the Reference German Bund Dealer (as defined in the 5.625% Notes Indenture), plus accrued and unpaid interest and liquidated damages, if any, on the 5.625% Notes being redeemed at the redemption date.

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$450 million 6.50% senior notes due 2017

Delhaize Group’s 6.50% notes due 2017 represented by certificated depositary interests (the “6.50% Notes”) were issued pursuant to Delhaize Group’s Indenture, dated as of June 27, 2007 (the “6.50% Notes Indenture”). The terms of the 6.50% Notes are those stated in the 6.50% Notes Indenture and those made part of the 6.50% Notes Indenture by reference to the Trust Indenture Act. This summary of the 6.50% Notes Indenture and 6.50% Notes is qualified in its entirety by reference to the actual 6.50% Notes Indenture filed with the SEC as Exhibit 2.11 to Delhaize Group’s Annual Report on Form 20-F filed June 29, 2007, which is incorporated by reference into this prospectus.

The 6.50% Notes were issued in an original aggregate principal amount of $450 million, all of which remained outstanding as of September 30, 2010. Interest on the 6.50% Notes is payable semi-annually in arrears on each June 15 and December 15. The 6.50% Notes will mature on June 15, 2017. The 6.50% Notes are unsecured and rank pari passu with all of Delhaize Group’s other unsecured and unsubordinated indebtedness. The 6.50% Notes are obligations of Delhaize Group and are guaranteed pursuant to the Cross Guarantee Agreement by Delhaize US Holding, Inc., Delhaize America and substantially all of the subsidiaries of Delhaize America. The 6.50% Notes Indenture, among other things, limits the ability of Delhaize Group and its subsidiaries to create liens and enter into sale-leaseback transactions. The 6.50% Notes are redeemable, at our option, in whole or in part at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 6.50% Notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal, interest and liquidated damages, if any, on the 6.50% Notes being redeemed (exclusive of interest accrued and unpaid to the redemption date), discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 6.50% Notes Indenture) plus 25 basis points as determined by a Reference Treasury Dealer (as defined in the 6.50% Notes Indenture), plus accrued and unpaid interest and liquidated damages, if any, on the 6.50% Notes being redeemed at the redemption date.

Events of default for 5.625% Notes and 6.50% Notes

With respect to the 5.625% Notes and the 6.50% Notes in respect to the indenture governing such notes, each of the following is an event of default:

• a default for 30 days in any payment of interest on any note issued under such indenture when due and payable;

• failure to pay the principal of any note issued under such indenture as and when the same shall become due and payable upon maturity, upon redemption or repurchase or otherwise;

• the failure by Delhaize Group to comply with the change of control provisions of such indenture;

• the failure by any Cross Guarantor (as defined under the heading “Description of Guarantees”) to perform any covenant set forth in the Cross Guarantee Agreement applicable to such Cross Guarantor or the repudiation by any Cross Guarantor of its obligations under its Cross Guarantee Agreement other than in compliance with the terms thereof, in each case for 30 days after Delhaize Group receives written notice from the trustee under such indenture, or the Cross Guarantee Agreement fails to be in full force and effect for any reason;

• the failure by Delhaize Group for 30 days after it receives written notice from the trustee under such indenture to comply with any one or more of its obligations under such notes issued under such indenture (other than any obligation for the payment of any interest, principal or any other amount in respect of such notes issued under such indenture or to comply with the change of control provisions of such indenture);

• default by Delhaize Group or any material subsidiary (as defined in such indenture) in the due payment of any other indebtedness having a minimum aggregate amount of 2% of Delhaize Group’s

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consolidated capitalization (or its equivalent in any other freely convertible currency or currencies) of Delhaize Group or any material subsidiary or assumed by or guaranteed by Delhaize Group or any material subsidiary, and provided that any such default has not been cured within the period of grace contractually agreed upon or subsequently agreed to for such payment, or in the event that any such indebtedness shall have become repayable before the due date thereof as a result of acceleration of maturity by reason of the occurrence of any event of default thereunder, unless in any such case such indebtedness is contested in good faith; provided, that if any such default is cured or waived or any such acceleration rescinded, or such indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such event of default and any consequential acceleration of the notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; and

• certain events of bankruptcy, insolvency or reorganization of Delhaize Group.

€500 million multicurrency treasury notes program

On June 1, 2005, Delhaize Group together with Delhaize The Lion Coordination Center SA/NV issued treasury notes, with undetermined maturity, under a general program the aggregate nominal value of which cannot exceed €500,000,000 (the “Treasury Notes”). As of September 30, 2010, there are no Treasury Notes outstanding.

The Treasury Notes, among other things, limit Delhaize Group’s ability and that of Delhaize The Lion Coordination Center SA/NV and any of its subsidiaries to create liens and guarantee the indebtedness of Delhaize Group or Delhaize The Lion Coordination Center SA/NV. Events of default under the Treasury Notes include, among others, with respect to any Treasury Note:

• failure to pay any amount under the Treasury Notes, as and when the same shall become due and payable and continuance of such default for a period of 15 business days;

• failure to perform any other of the covenants or agreements of Delhaize Group or Delhaize The Lion Coordination Center SA/NV under the Treasury Notes continued for a period of 20 business days after the date of written notice of such failure;

• default, under instruments evidencing or under which Delhaize Group or Delhaize The Lion Coordination Center SA/NV has outstanding at the date of such default, in the payment of an aggregate principal amount of indebtedness in excess of €13,000,000 (or its equivalent in any other freely convertible currency or currencies) shall occur and be continuing, subject to remedy of such defaults under such instruments; and

• certain events of bankruptcy, insolvency or reorganization of Delhaize Group or any of its material subsidiaries (as defined therein).

Delhaize Group SA/NV ISDA Agreements

On August 6, 2007 Delhaize Group entered into an ISDA and CSA agreement with Merrill Lynch & Co., Inc. In 2009 Delhaize Group entered into an ISDA and CSA agreement with KBC Bank NV, Fortis, ING, JP Morgan, Société Générale and Bank of America. The obligations under these agreements are also covered by the Cross Guarantee Agreement.

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Delhaize Group SA/NV Cross Currency Interest Rate Swaps

Delhaize Group entered in 2009 into a cross currency interest rate swap to cover the foreign currency exposure of Delhaize Group. The agreement involves an exchange of the principal amount ($300 million for EUR 228 million) and interest payments (both fixed). As this transaction qualifies for hedge accounting in accordance with IAS 39, they are documented accordingly, and reflected in the financial statements of Delhaize Group as cash flow hedges.

European and Asian Committed Credit Facilities

Delhaize Group’s committed credit facilities agreements are revolving credit facilities (ranging from €25 million to €100 million) for an overall amount of approximately €251 million entered into with major banks active on the Belgian market (Fortis Bank, Dexia Bank, ING Belgium and KBC) and governed by these banks’ respective general terms and conditions. Delhaize Group had €0 million in outstanding borrowings and €1 million letters of credit under these credit facilities as of September 30, 2010.

European and Asian Entities’ Uncommitted Credit Facilities

Delhaize Group’s European and Asian entities together have uncommitted credit facilities agreements with major banks active on the Belgian and Greece market for an overall amount of circa €191 million and are governed by these banks’ respective general terms and conditions. In Europe and Asia, Delhaize Group had €87 million in outstanding borrowings under these credit facilities as of September 30, 2010.

Financing Arrangements of Delhaize America

Delhaize America Credit Agreement

Delhaize America has a $500 million three-year unsecured revolving second amended and restated credit agreement, dated as of December 1, 2009 (the “Delhaize America Credit Agreement”), by and among Delhaize America, as borrower, Delhaize Group, Delhaize US Holding, Inc., and Delhaize America’s subsidiaries party thereto, as guarantors, the lenders signatory thereto, JPMorgan Chase Bank N.A., as administrative agent, issuing bank and swingline lender, and Bank of America, N.A. and Fortis Capital Corp., as syndication agents, issuing banks and swingline lenders. Delhaize America had outstanding borrowings of $0 million and no letter of credit exposure under this credit facility as of September 30, 2010. This summary of the Delhaize America Credit Agreement is qualified in its entirety by reference to the actual Delhaize America Credit Agreement filed with the SEC as Exhibit 99.1 to Delhaize Group’s Report on Form 6-K filed on December 4, 2009 (second of two reports), and Amendment dated as of March 11, 2010 as Exhibit 4.10 to Delhaize Group’s Annual Report on Form 20-F filed on June 28, 2010, which is incorporated by reference into this prospectus.

The Delhaize America Credit Agreement provides for a $500 million three-year unsecured revolving credit facility, with a $100 million sublimit for the issuance of letters of credit, and a $35 million sublimit for swingline loans. At the election of Delhaize America, and subject to certain terms and conditions, the aggregate maximum principal amount available under the Delhaize America Credit Agreement may be increased to an aggregate amount not exceeding $650 million. The Delhaize America Credit Agreement will mature on December 1, 2012. Funds are available under the Delhaize America Credit Agreement for general corporate purposes, including as credit support for any commercial paper programs of Delhaize America, Delhaize Group or any subsidiary of Delhaize Group. Subject to certain conditions stated in the Delhaize America Credit Agreement, Delhaize America may borrow, prepay and re-borrow amounts under the Delhaize America Credit Agreement at any time during the term of the Delhaize America Credit Agreement.

At Delhaize America’s election, borrowings under the Delhaize America Credit Agreement will bear interest either at the London interbank offered rate (“LIBOR”) plus an applicable margin or at the base rate plus applicable margin. The base rate is a fluctuating rate equal to the highest of (a) JPMorgan Chase Bank, N.A.’s publicly announced prime lending rate on such day, (b) the Federal funds effective rate in effect on such day plus 0.50% and (c) the one-month LIBOR for deposits in Dollars on such day plus 1%. The Delhaize America

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Credit Agreement provides that the interest rate margin over LIBOR and the base rate, initially set at 2.625% and 1.625%, respectively, will increase (by a maximum amount of 0.625%) or decrease (by a maximum amount of 0.25%) based on changes in the ratings of Delhaize America’s senior, unsecured long-term debt securities.

In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Delhaize America Credit Agreement and relevant letters of credit fees, Delhaize America is required to pay an annual facility fee, initially equal to 0.625% of the amount of the lenders’ aggregate commitments under the Delhaize America Credit Agreement, whether used or unused. The Delhaize America Credit Agreement provides that the facility fee will increase or decrease based on changes in the ratings of Delhaize America’s senior, unsecured long-term debt securities.

Delhaize America’s ability to borrow under the Delhaize America Credit Agreement is subject to compliance by Delhaize America and Delhaize Group with the covenants and conditions set forth in the Delhaize America Credit Agreement. The Delhaize America Credit Agreement contains customary representations, warranties and covenants, including two financial covenants applicable to Delhaize Group: (i) a maximum ratio of consolidated adjusted debt to consolidated EBITDAR (as such terms are specified in the Delhaize America Credit Agreement), which must not exceed 3.50 to 1.00, and (ii) a minimum ratio of consolidated EBITDAR to consolidated fixed charges (as such terms are specified in the Delhaize America Credit Agreement), which must not exceed 2.75 to 1.00.

The Delhaize America Credit Agreement also contains customary events of default, including failure to perform or observe terms, covenants or agreements included in the Delhaize America Credit Agreement; default by Delhaize Group or its subsidiaries under other indebtedness with a principal amount in excess of €40 million; the occurrence of one or more judgments or orders for the payment by Delhaize Group or its subsidiaries of money in excess of €40 million that remain unsatisfied; failure of Delhaize Group or a subsidiary to pay its debts as they come due, or any bankruptcy of Delhaize Group or a subsidiary; invalidity of Credit Agreement documentation; or a change in control (as specified in the Delhaize America Credit Agreement) of Delhaize Group. If an event of default occurs the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees.

Delhaize America Uncommitted Credit Facilities

Delhaize America has uncommitted credit facility agreements for an overall amount of approximately $130 million. Delhaize America had no outstanding borrowings and $20 million letters of credit outstanding under these credit facilities as of September 30, 2010.

Delhaize America 2011 Notes and 2031 Debentures Issued Under Its 2001 Indenture

Delhaize America’s 8.125% notes due 2011 (the “2011 Notes”) and 9.000% debentures due 2031 (the “2031 Debentures” and collectively with the 2011 Notes, the “2001 Indenture Securities” and individually, a “2001 Indenture Security”) were issued pursuant to Delhaize America’s Indenture, dated as of April 15, 2001 (as supplemented, the “2001 Indenture”). The terms of the 2011 Notes and the 2031 Debentures are those stated in the 2001 Indenture and those made part of the 2001 Indenture by reference to the Trust Indenture Act. This summary of the 2001 Indenture, 2011 Notes and 2031 Debenture is qualified in its entirety by reference to the actual 2001 Indenture (including supplements) filed with the SEC as Exhibits 10.1 and 10.2 to Delhaize America’s Amendment No. 1 to Current Report on Form 8-K filed April 26, 2001, Exhibit 4(e) to Delhaize America’s Registration Statement on Form S-4 filed September 17, 2001, Exhibit 4(f) to Delhaize America’s Amendment No. 2 to Registration Statement on Form S-4 filed November 15, 2001, Exhibit 4(h) to Delhaize America’s Annual Report on Form 10-K filed April 2, 2004, Exhibit 4 to Delhaize America’s Quarterly Report on Form 10-Q filed May 17, 2005, Exhibit 4(k) to Delhaize America’s Annual Report on Form 10-K filed March 30, 2007, Exhibit 99.5 to Delhaize Group’s Report Form 6-K filed May 29, 2007 (second of three reports), and Exhibit 2.9 to Delhaize Group’s Annual Report on Form 20-F filed June 28, 2010, which are incorporated by reference into this prospectus.

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2011 Notes

The 2011 Notes were issued in an original aggregate principal amount of $1.1 billion, $50.4 million of which remained outstanding as of September 30, 2010. Interest on the 2011 Notes is payable semi-annually in arrears on each April 15 and October 15. The 2011 Notes are unsecured and rank pari passu with all of Delhaize America’s other unsecured and unsubordinated indebtedness. The 2011 Notes are obligations of Delhaize America and are guaranteed by Delhaize Group and Delhaize US Holding, Inc. pursuant to the Cross Guarantee Agreement and substantially all of the subsidiaries of Delhaize America pursuant to the 2001 Indenture. The 2011 Notes are redeemable, at our option, in whole or in part at any time, at a redemption price equal to the greater of (1) the principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the securities being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 2001 Indenture) plus 40 basis points, plus in each case accrued interest to the redemption date.

2031 Debentures

The 2031 Debentures were issued in an original aggregate principal amount of $900 million, of which $804.6 million remained outstanding as of September 30, 2010. As of the October 8, 2010 closing of the private exchange offer, $271,406,000 remain outstanding. Interest on the 2031 Debentures is payable semi-annually in arrears on each April 15 and October 15. The 2031 Debentures are unsecured and rank pari passu with all of Delhaize America’s other unsecured and unsubordinated indebtedness. The 2031 Debentures are obligations of Delhaize America and are guaranteed by Delhaize Group and Delhaize US Holding, Inc. pursuant to the Cross Guarantee Agreement and substantially all of the subsidiaries of Delhaize America pursuant to the 2001 Indenture. The 2031 Debentures are redeemable, at our option, in whole or in part at any time, at a redemption price equal to the greater of (1) the principal amount being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest on the securities being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the 2001 Indenture) plus 50 basis points, plus in each case accrued interest to the redemption date.

Certain Other Terms of the 2001 Indenture

The 2001 Indenture, among other things, limits the ability of Delhaize America and its subsidiaries to create liens, enter into sale-leaseback transactions and guarantee the indebtedness of Delhaize Group. Events of default under the 2001 Indenture include, among others, with respect to any 2001 Indenture Security:

• failure to pay any installment of interest on such 2001 Indenture Security, or any additional amounts payable with respect thereto, as and when the same shall become due and payable, and continuance of such default for a period of 30 days;

• failure to pay the principal of or any premium on such 2001 Indenture Security, or any additional amounts payable with respect thereto, as and when the same shall become due and payable upon maturity, upon redemption, by declaration or otherwise;

• failure to pay or satisfy any mandatory sinking fund installment, as and when the same shall become due and payable by the terms of such 2001 Indenture Security;

• failure to perform any other of the covenants or agreements of Delhaize America or a guarantor under the 2001 Indenture, or 2001 Indenture Guarantor, in the 2001 Indenture, continued for a period of 90 days after the date of written notice of such failure as provided in the 2001 Indenture;

• an event of default under instruments evidencing or under which Delhaize America or a 2001 Indenture Guarantor has outstanding at the date of such event of default an aggregate principal amount of indebtedness in excess of 2% of its respective consolidated capitalization shall occur and be continuing, and such indebtedness shall have been accelerated; or default in the payment of an aggregate principal amount of indebtedness in excess of 2% of its respective consolidated

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capitalization at the stated maturity thereof; subject to remedy of such defaults under such instruments; and

• certain events of bankruptcy, insolvency or reorganization of Delhaize America.

Delhaize America 2027 Notes Issued Under Its 1991 Indenture

Delhaize America’s 8.05% Notes due 2027 (the “2027 Notes”) were issued pursuant to its Indenture, dated as of August 15, 1991 (as supplemented, the “1991 Indenture”). The terms of the 2027 Notes are those stated in the 1991 Indenture and those made part of the 1991 Indenture by reference to the Trust Indenture Act. This summary of the 1991 Indenture and 2027 Notes is qualified in its entirety by reference to the actual 1991 Indenture (including supplements) filed with the SEC as Exhibit 4a to Delhaize America’s Annual Report on Form 10-K filed March 27, 1992, Exhibit 10.A to Delhaize America’s Quarterly Report on Form 10-Q filed May 5, 1997, Exhibit 4(b) to Delhaize America’s Quarterly Report on Form 10-Q filed May 18, 2004, Exhibit 4(j) to Delhaize America’s Annual Report on Form 10-K filed March 30, 2007, and Exhibit 99.4 to Delhaize Group’s Report on Form 6-K filed May 29, 2007 (second of three reports), which are incorporated by reference into this prospectus.

The 2027 Notes were issued in an original aggregate principal amount of $150 million of which $126 million remained outstanding as of September 30, 2010. As of the October 8, 2010 closing of the private exchange offer, $70,697,000 remain outstanding. Interest on the 2027 Notes is payable semi-annually, in arrears, on each April 15 and October 15. The 2027 Notes are unsecured and rank pari passu with all of our other unsecured and unsubordinated indebtedness. The 2027 Notes are obligations of Delhaize America and are guaranteed by Delhaize Group, Delhaize US Holding, Inc. and Victory Distributors, Inc. pursuant to the Cross Guarantee Agreement and substantially all of the other subsidiaries of Delhaize America pursuant to the 1991 Indenture. The 1991 Indenture, among other things, limits our ability and that of our subsidiaries to create liens and enter into sale-leaseback transactions. The 2027 Notes are redeemable as a whole or in part, at the option of Delhaize America at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of each such 2027 Note to be redeemed and (ii) the sum of the present values of the remaining scheduled payments thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued interest on the principal amount being redeemed to the date of redemption.

Events of default under the 1991 Indenture include, among others:

• failure to pay any installment of interest on the 2027 Notes when the same shall become due and payable, and continuance of such default for a period of 30 days;

• failure to pay the principal of or any premium on the 2027 Notes when the same shall become due and payable upon maturity, upon redemption, by declaration or otherwise;

• failure to pay or satisfy any mandatory sinking fund installment, as and when the same shall become due and payable by the terms of 2027 Notes;

• failure to perform any other of the covenants or agreements of Delhaize America in the 1991 Indenture, continued for a period of 90 days after the date of written notice of such failure as provided in the 1991 Indenture;

• an event of default under instruments evidencing or under which Delhaize America has outstanding at the date of such event of default an aggregate principal amount of indebtedness in excess of 2% of its respective consolidated capitalization shall occur and be continuing, and such indebtedness shall have been accelerated; or default in the payment of an aggregate principal amount of indebtedness in excess of 2% of its respective consolidated capitalization at the stated maturity thereof; subject to remedy of such defaults under such instruments; and

• certain events of bankruptcy, insolvency or reorganization of Delhaize America.

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Delhaize America ISDA Agreements

Delhaize America’s obligations under a Multicurrency Cross Border Master Agreement dated as of January 5, 2000 entered into with Bank of America N.A. are also guaranteed under the Cross Guarantee Agreement. On August 6, 2007 Delhaize America entered into an ISDA and CSA agreement with Merrill Lynch & Co., Inc., the obligations under which are also covered by the Cross Guarantee Agreement.

Delhaize America Interest Rate Swaps

Delhaize Group uses interest rate swaps to hedge its interest rate risks. Delhaize Group issued €500 million senior notes, with a 5.625% fixed interest rate and a 7 year term in June of 2007. Delhaize America swapped 100% of the proceeds to a Euribor 3m floating rate for the 7 year term. The maturity dates of the interest rate swap arrangements match those of the underlying debt. The spread between fixed and variable rates to be paid or received is accrued as interest rates change in accordance with the swap agreements and recognized over the life of the agreements as an adjustment to interest expense. As these transactions qualify for hedge accounting in accordance with IAS 39, they are documented correspondingly and reflected in the financial statements of Delhaize Group as fair value hedges.

Delhaize America Cross Currency Interest Rate Swaps

Delhaize Group further uses derivative financial instruments, such as cross currency interest rate swaps, to hedge its foreign currency risks. In addition to the interest rate swaps, Delhaize America entered in 2007 into cross currency interest rate swaps in order to cover the foreign currency exposure of Delhaize America. The agreements involve an exchange of the principal amount (€500 million for USD 670.3 million) and interest payments (both variable). Delhaize Group did not apply hedge accounting to this transaction because this swap constitutes a natural hedge with Delhaize America’s underlying €500 million term loan.

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DESCRIPTION OF THE EXCHANGE NOTES

Definitions of certain terms used in this “Description of the Exchange Notes” may be found under the heading “—Certain Definitions”. In this description, the references to “Delhaize Group,” “we,” “us” or “our” refer only to Delhaize Group SA/NV (and not to any of its affiliates, including Subsidiaries).

The original notes were, and the exchange notes will be, issued under an indenture (the “Indenture”) dated as of October 8, 2010 by and between Delhaize Group and The Bank of New York Mellon as Trustee (the “Trustee”), a copy of which is filed as Exhibit 4.3 to this Registration Statement. The Indenture contains provisions which define the rights of Holders. In addition, the Indenture governs the obligations of Delhaize Group under the Notes.

On October 8, 2010, we issued $827,163,000 million aggregate principal amount of original notes under the Indenture. The terms of the exchange notes will be identical in all material respects to the original notes, except that the exchange notes will not contain transfer restrictions and holders of exchange notes will no longer have any registration rights or be entitled to any additional interest. Exchange notes will be authenticated and delivered for original notes only in exchange for a like principal amount of original notes. Any original notes that remain outstanding after the consummation of the exchange offer, together with the exchange notes, will be treated as a single class of securities under the Indenture. Accordingly, all references in this description to the “Notes” refer collectively to the original notes and exchange notes, and all references in this description to specified percentages in aggregate principal amount of the Notes then outstanding will be deemed to mean, at any time after the exchange offer is consummated, such percentages in aggregate principal amount of the original notes and exchange notes together then outstanding.

The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA (as defined below). Upon the effectiveness of this registration statement with respect to the Notes, the Indenture became qualified under the TIA.

The following description is meant to be only a summary of certain provisions of the Indenture and the deposit agreement between our company and The Bank of New York Mellon, as CDI Depositary for the New Notes (the “Deposit Agreement”). It does not restate the terms of the Indenture or the Deposit Agreement in their entirety. You are urged to carefully read the Indenture and the Deposit Agreement as those documents, and not this description, govern your rights as Holders of the Notes.

Overview of the Notes

The Notes will, upon issuance:

• be senior unsecured obligations of Delhaize Group;

• rank equally in right of payment with all existing and future senior unsecured Indebtedness of Delhaize Group;

• be senior in right of payment to all existing and future Subordinated Obligations of Delhaize Group;

• be effectively subordinated to all existing and future secured Indebtedness of Delhaize Group and its Subsidiaries to the extent of the value of the assets securing such Indebtedness (other than to the extent that such assets also secure the Notes on an equal and ratable basis);

• benefit from the Cross Guarantee Agreement among Delhaize Group, Delhaize US Holding, Inc. and Delhaize America, which are Subsidiaries of Delhaize Group, and substantially all of Delhaize America’s Subsidiaries;

• be effectively subordinated to all existing and future Indebtedness of Subsidiaries of Delhaize Group that are not Cross Guarantors; and

• not be listed on any stock exchange.

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Principal, Maturity and Interest

On October 8, 2010, we issued $827,163,000 million aggregate principal amount of original notes under the Indenture. We will issue up to the same amount of exchange notes, if all of the original notes are exchanged. Exchange notes will be authenticated and delivered for original notes only in exchange for a like principal amount of original notes.

The Notes will mature and become due and payable, together with any accrued and unpaid interest thereon, on October 1, 2040. The Notes will bear interest at the rate of 5.70% per year payable semiannually in arrears at the close of business on April 1 and October 1 of each year (each, an “Interest Payment Date”), beginning on April 1, 2011. Interest on CDIs representing interests in the Notes will be paid on the relevant Interest Payment Date to Holders of record on the relevant record date being March 15 and September 15 of each year (each, a “Record Date”). Interest on the Notes represented by CDIs will be computed on the basis of a 360-day year consisting of twelve 30-day months.

If any date on which interest is payable on the Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) with the same force and effect as if made on such Interest Payment Date.

Delhaize Group will issue Notes represented by CDIs in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof.

Delhaize Group will also pay liquidated damages to Holders of the Notes if the registration statement is not declared effective on a timely basis or if certain other conditions are not satisfied. These liquidated damage provisions are more fully explained under the heading “Original Notes Registration Rights Agreement.”

Indenture May Be Used For Future Issuances

Delhaize Group may issue additional notes having terms and conditions substantially identical to the Notes it is currently offering (the “Additional Notes”) from time to time. Delhaize Group will only be permitted to issue such Additional Notes if at the time of such issuance Delhaize Group and its Subsidiaries are in compliance with the covenants contained in the Indenture. Any Additional Notes will be treated with the Notes as a single class for all purposes under the Indenture, including with respect to waivers and amendments, except as otherwise specified herein.

Payments and Registrar

Payments in respect of any Global Note deposited with the operator of the X/N System (or with a depositary therefor) will be made to the CDI Depositary for onward payment to the Holders. For additional information about payment procedures, see “Book-Entry, Form, Clearance and Settlement.”

In the event that definitive registered Notes are exchanged against any Global Note, (a) Delhaize Group, or any agent designated by Delhaize Group to perform such function, will act as registrar; and (b) Delhaize Group will pay the principal of, premium, if any, and interest on, the Notes at any of its offices or any agent designated by it which is located in (i) the City of London, or (ii) the City of New York. Delhaize Group may also designate additional offices or agents for the payment of the principal of, premium, if any, and interest on, the Notes. Delhaize Group, however, reserves the right to pay interest to Holders of the Notes by check mailed directly to Holders of the Notes at their registered addresses.

In the event that definitive registered Notes are exchanged against any Global Note, Holders of the Notes may exchange or transfer Notes at the offices of the registrar. No service charge will be made for any registration of transfer or exchange of Notes. Delhaize Group, however, may require Holders of the Notes to pay any taxes, assessments or other governmental charges payable in connection with any such transfer or exchange. For additional information about transfer procedures, see “Book-Entry, Form, Clearance and Settlement.”

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Cross Guarantee Agreement

The Notes will benefit from the Cross Guarantee Agreement among our company, Delhaize US Holding, Inc., Delhaize America and substantially all of Delhaize America’s subsidiaries, as described herein under the heading “Description of Guarantees—Cross Guarantee Agreement.”

Certain Releases of Guarantees

Under the terms and conditions of the Indenture and the Cross Guarantee Agreement, for so long as any Note issued under the Indenture remains outstanding, all guarantees made by a Cross Guarantor under the Cross Guarantee Agreement in respect of the Notes and the Indenture will be released and discharged, upon a sale, exchange, transfer or other disposition in a transaction or series of transactions over a twelve-month period (any such sale, exchange, transfer or other disposition in a transaction or series of transactions over a twelve-month period, a “Disposition”) to any Person that is not Delhaize Group or a Subsidiary of Delhaize Group of all of the capital stock, or all or substantially all of the assets, of such Cross Guarantor, if as a result of which such Cross Guarantor ceases to be a Subsidiary of Delhaize Group; provided, that such Disposition otherwise complies with the terms and conditions of the Indenture. With respect to a Disposition of such capital stock of, or a Disposition of such assets of, a Cross Guarantor that is a Major Subsidiary, to the extent the Disposition does not constitute a Change of Control (as defined below under the heading “—Change of Control”), Delhaize Group has covenanted and agreed in the Indenture that no Cross Guarantor that is a Major Subsidiary shall be released under the Cross Guarantee Agreement in respect of the Notes and the Indenture if after giving effect to such Disposition, Moody’s and Standard & Poor’s shall lower the credit rating of the Notes directly as a result of such Disposition. “Major Subsidiary” means a Subsidiary, the assets of which represent greater than 25% of the assets of Delhaize Group and Delhaize Group’s Subsidiaries on a consolidated basis, according to the financial statements for its own most recently completed fiscal year.

Merger, Consolidation or Transfer of All or Substantially All Assets

Under the terms of the Indenture, Delhaize Group generally would be permitted to merge or consolidate with another company and would also be permitted to transfer or lease all or substantially all of its assets to another person. However, Delhaize Group may not take any of the foregoing actions unless all of the following conditions are met:

(1) the person with which Delhaize Group would merge or consolidate or to which Delhaize Group would transfer or lease all or substantially all of its assets must assume all of Delhaize Group’s obligations with respect to the Notes and the Indenture;

(2) the merger, consolidation or transfer or lease of assets must not cause an Event of Default (as defined below), including any event that would be an Event of Default if the notice or time requirements were disregarded; and

(3) Delhaize Group must deliver specified certificates and documents to the Trustee.

Optional Redemption

All or a portion of the Notes represented by CDIs may be redeemed at Delhaize Group’s option, at any time in whole or from time to time in part, at a redemption price equal to the greater of:

• 100% of the principal amount of the Notes being redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes represented by CDIs being redeemed (exclusive of interest accrued and unpaid to the redemption date) discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, as determined by a Reference Treasury Dealer,

plus, in each case, accrued and unpaid interest on the Notes being redeemed to the redemption date.

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“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to the remaining term of such Notes represented by CDIs.

“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if Delhaize Group obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), Delhaize Group shall substitute therefor another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by us.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Delhaize Group after consultation with the Trustee.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by Delhaize Group, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to Delhaize Group by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed. Once notice of redemption is mailed, the Notes called for redemption will become due and payable on the redemption date at the applicable redemption price, plus accrued and unpaid interest to the redemption date.

The redemption notice need not set forth the make-whole price but only the manner of calculation thereof. Delhaize Group will notify the Trustee of the make-whole price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation. If fewer than all of the Notes are to be redeemed, the Trustee will select, not more than 60 days and not less than 45 days before the redemption date, the particular Notes or portions of the Notes for redemption from the outstanding Notes not previously called by such method as the Trustee deems fair and appropriate.

Unless Delhaize Group defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portion thereof called for redemption.

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Change of Control

If a Change of Control Triggering Event occurs, unless Delhaize Group has exercised its rights to redeem Notes as described above, Holders will have the right to require Delhaize Group to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof with respect to the Notes) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth in the Indenture. In the Change of Control Offer, Delhaize Group will be required to offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, Delhaize Group will be required to mail a notice to Holders of Notes describing the transaction or transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (“Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. Delhaize Group must comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Notes, Delhaize Group will be required to comply with the applicable securities laws and regulations and will not be deemed to have breached Delhaize Group’s obligations under the Change of Control provisions of the Notes by virtue of such conflicts.

On the Change of Control Payment Date, Delhaize Group will be required, to the extent lawful, to:

1. accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

2. deposit with the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

3. deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

For purposes of the foregoing discussion of a repurchase at the option of Holders of the Notes, the following definitions are applicable:

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Delhaize Group and its Subsidiaries taken as a whole to any Person other than Delhaize Group or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) in a single transaction or in a related series of transactions the result of which is that any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the then outstanding number of voting rights in Delhaize Group’s capital stock; or (3) the first day on which a majority of the members of Delhaize Group’s Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (i) Delhaize Group becomes a wholly owned subsidiary of a holding company; and (ii) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of Delhaize Group’s voting stock immediately prior to that transaction. For the purposes of this definition of “Change of Control”, the term “Person” shall include a “person” as that term is used in Section 13(d)(3) of the Exchange Act.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of such Board of Directors on the date of the initial issuance of the Notes; or (2) was proposed for

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election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such proposal or election.

“Rating Agencies” means (1) each of Moody’s and S&P and (2) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of Delhaize Group’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c31(c)(2)(vi)(F) under the Exchange Act, selected by Delhaize Group (as certified by a resolution of Delhaize Group’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be.

“Rating Event” means the Notes are rated at or below Ba1 by Moody’s (as defined below) and at or below BB+ by S&P (as defined below) on any date from the date of the public announcement by Delhaize Group of an arrangement that could result in a Change of Control until the end of the 60-day period following public announcement by Delhaize Group of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies (as defined below)); provided that a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at our request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Event).

Delhaize Group has no present intention to engage in a transaction involving a Change of Control, although it is possible that Delhaize Group could decide to do so in the future. Subject to the limitations discussed below, Delhaize Group could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect Delhaize Group’s capital structure or credit rating.

Existing indebtedness may contain in the future, and future indebtedness of Delhaize Group may contain, prohibitions on certain events that would constitute a Change of Control or require such indebtedness to be repurchased upon a Change of Control. Moreover, the exercise by the Holders of their right to require Delhaize Group to repurchase the Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on Delhaize Group. Finally, Delhaize Group’s ability to pay cash to the Holders upon a repurchase may be limited by Delhaize Group’s then existing financial resources. There can be no assurance that sufficient funds will be available when necessary to make any required repurchases.

The definition of “Change of Control” includes a phrase relating to the sale, transfer, conveyance or other disposition of “all or substantially all” the assets of Delhaize Group and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all”, there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder to require Delhaize Group to repurchase Notes as a result of a sale, transfer, conveyance or other disposition of less than all of the assets of Delhaize Group and its subsidiaries taken as a whole to another Person or group may be uncertain.

Payments of Additional Amounts

All payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (hereinafter, “Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which Delhaize Group is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless Delhaize Group is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If Delhaize Group is so required to withhold or deduct any amount for or on account of Taxes imposed by a

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Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, Delhaize Group shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder’s (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;

(2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge;

(3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Notes;

(4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by Delhaize Group addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Taxes;

(5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or

(7) any combination of items (1), (2), (3), (4), (5) and (6) above.

Delhaize Group also will not be required to pay Additional Amounts:

(a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial owners of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period);

(b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or

(c) if the Note is presented for payment by or on behalf of a Holder or beneficial owner who would be

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able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State.

If Delhaize Group will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, Delhaize Group will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case Delhaize Group shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date.

Upon request, Delhaize Group will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

Whenever in this “Description of the Exchange Notes” there is mentioned, in any context:

• the payment of principal;

• purchase prices in connection with a purchase of Notes;

• interest; or

• any other amount payable on or with respect to any of the Notes,

that reference shall be deemed to include payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

Delhaize Group will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor to Delhaize Group or any jurisdiction in which a paying agent is located, and Delhaize Group will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee.

The term “Holder” is defined below under the heading “—Certain Definitions.” The term “beneficial owner of the Notes” means the true owner of the Notes, even though title to the Notes may be registered in another name.

The preceding provisions will survive any termination, defeasance or discharge of the Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor to Delhaize Group is organized or any political subdivision or taxing authority or agency thereof or therein.

Optional Redemption for Tax Reasons

Delhaize Group may, at its option, redeem the Notes in whole, but not in part, at any time upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject, if applicable, to the right of the Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), if Delhaize Group determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by Delhaize Group’s taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:

(A) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the date of the Indenture;

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(B) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the date of the Indenture; or

(C) the issuance of definitive Notes due to:

(i) the National Bank of Belgium, or NBB, ceasing to operate the X/N System and a successor is not able to be appointed by Delhaize Group within 15 days of the notification;

(ii) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and a successor is not able to be appointed by Delhaize Group within 15 days of such notification;

(iii) DTC notifies Delhaize Group that it is unwilling or unable to continue to act as depository or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the CDI depositary at Delhaize Group’s request within 15 days of such notification; or

(iv) if the CDI depositary is at any time unwilling or unable to continue as CDI depositary and a successor CDI depositary is not appointed by Delhaize Group within 15 days of such notification.

See “Book-Entry, Form, Clearance and Settlement.”

The notice of redemption may not be given earlier than 120 days prior to the earliest date on which Delhaize Group would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, Delhaize Group will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders of the Notes.

Payment at Maturity

Delhaize Group will pay the Notes represented by CDIs on October 1, 2040, that have not been previously redeemed or purchased and cancelled, at 100% of their principal amount plus accrued and unpaid interest thereon, if any, to the maturity date (subject, if applicable, to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).

Selection

If Delhaize Group partially redeems the Notes, the Trustee will select the Notes to be redeemed on a pro rata basis, by lot or by such other method as the Trustee shall deem to be fair and appropriate.

No Note in aggregate principal amount of $1,000 or less will be redeemed in part. If Delhaize Group redeems any Note in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption so long as there has been deposited with any paying agent funds sufficient to pay any accrued and unpaid interest, if any, on the Notes to be redeemed.

Ranking

The Notes will be senior unsecured indebtedness of Delhaize Group, will rank equally in right of payment with all existing and future senior unsecured Indebtedness of Delhaize Group and will be senior in right of payment

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to all existing and future Subordinated Obligations of Delhaize Group. The Notes also will be effectively subordinated to any secured Indebtedness of Delhaize Group and its Subsidiaries to the extent of the value of the assets securing such indebtedness (other than to the extent that such assets also secure the Notes on an equal and ratable basis).

The ability of Delhaize Group to service its Indebtedness, including the Notes, is dependent in part upon the earnings of its Subsidiaries and the ability of those Subsidiaries to distribute those earnings as dividends, loans or other payments to Delhaize Group. In particular, the ability of its Subsidiaries to transfer funds to Delhaize Group (in the form of cash dividends, loans, advances or otherwise) may be limited by financial assistance rules, corporate benefit laws, banking or other regulations. For example, under company law, Delhaize Group’s Subsidiaries are generally prohibited from paying dividends except out of profits legally available for distribution. If these restrictions are applied to the Subsidiaries of Delhaize Group, then Delhaize Group would not be able to use the earnings of those Subsidiaries to make payments on the Notes to the extent that such earnings cannot otherwise be paid lawfully to Delhaize Group (directly or through Subsidiaries of Delhaize Group).

Delhaize Group currently conducts part of its operations through its Subsidiaries. Creditors, including trade creditors, and preferred shareholders, if any, of such Subsidiaries generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of creditors of Delhaize Group, including Holders of the Notes, except to the extent such Subsidiaries are Cross Guarantors. The Notes, therefore, will be effectively subordinated to the claims of creditors, including trade creditors, and preferred shareholders, if any, of Subsidiaries of Delhaize Group, except to the extent such Subsidiaries are Cross Guarantors.

Negative Pledge

So long as any Note remains outstanding, Delhaize Group:

(1) will not create or permit to subsist any Lien upon the whole or any part of its assets or revenues present or future to secure any Relevant Debt or any guarantee of or indemnity in respect of any Relevant Debt (save under the Cross Guarantee Agreement);

(2) will procure that no Material Subsidiary (determined at the time of incurrence) creates or permits to subsist any Lien upon the whole or any part of its assets or revenues present or future to secure any Relevant Debt of Delhaize Group or any guarantee of or indemnity in respect of any Relevant Debt (save under the Cross Guarantee Agreement or as set forth in clause (3) below); and

(3) will procure that no Material Subsidiary (determined at the time of incurrence) gives any guarantee of, or indemnity in respect of, any of the Relevant Debt of Delhaize Group, unless, at the same time or prior thereto, its obligations under the Notes and the Indenture (A) are secured equally and ratably therewith or benefit from a guarantee or indemnity on substantially identical terms thereto, as the case may be, or (B) have the benefit of such other Lien, guarantee, indemnity or other arrangement not materially less beneficial to the Holders of the Notes.

Reports by Delhaize Group

Delhaize Group, pursuant to Section 314(a) of the Trust Indenture Act, shall:

(1) file with the Trustee, within 15 days after Delhaize Group has filed the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which Delhaize Group may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if Delhaize Group is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of

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a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(2) file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC such additional information, documents and reports with respect to compliance by Delhaize Group with the conditions and covenants of the Indenture as may be required from time to time by such rules and regulations; and

(3) transmit by mail to all holders of Notes within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by Delhaize Group pursuant to paragraph (1) and (2) above as may be required by rules and regulations prescribed from time to time by the SEC.

Events of Default

Each of the following is an event of default (an “Event of Default”):

(1) a default for 30 days in any payment of interest on any Note issued under the Indenture when due and payable;

(2) a default in the payment of principal of any Note issued under the Indenture at its Stated Maturity, upon required redemption or repurchase or otherwise;

(3) the failure by any Cross Guarantor to perform any covenant set forth in the Cross Guarantee Agreement applicable to such Cross Guarantor or the repudiation by any Cross Guarantor of its obligations under its Cross Guarantee Agreement other than in compliance with the terms thereof, in each case for 30 days after Delhaize Group receives written notice from the Trustee, or the Cross Guarantee Agreement fails to be in full force and effect for any reason;

(4) the failure by Delhaize Group for 30 days after it receives written notice from the Trustee to comply with any one or more of its obligations under the Notes issued under the Indenture (other than as specifically provided for otherwise in this summary of Events of Default);

(5) default by Delhaize Group or any Material Subsidiary in the due payment of any other Indebtedness having a minimum aggregate amount of 2% of Delhaize Group’s Consolidated Capitalization (or its equivalent in any other freely convertible currency or currencies) of Delhaize Group or any Material Subsidiary or assumed by or guaranteed by Delhaize Group or any Material Subsidiary, and, provided that any such default has not been cured within the period of grace contractually agreed upon or subsequently agreed to for such payment, or in the event that any such Indebtedness shall have become repayable before the due date thereof as a result of acceleration of maturity by reason of the occurrence of any event of default thereunder, unless in any such case such Indebtedness is contested in good faith (the “cross-acceleration provision”); provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(6) if a court shall enter a decree or order for relief in respect of Delhaize Group or any Material Subsidiary in an involuntary case under any applicable bankruptcy, insolvency, judicial reorganization or other similar law now or hereafter in effect (including the Belgian Law of 8 August 1997 on bankruptcy (faillite/faillissement) and the Belgian Law of 31 January 2009 on the continuity of enterprises), or appointing a receiver, liquidator, sequestrator (or other similar official) of Delhaize Group or any Material Subsidiary or for any substantial part of any of their

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property, or ordering the winding up or liquidation of their affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days (the “bankruptcy provisions”); or

(7) if Delhaize Group or any Material Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency, judicial reorganization or other similar law now or hereafter in effect (including the Belgian Law of 8 August 1997 on bankruptcy (faillite/faillissement) and the Belgian Law of 31 January 2009 on the continuity of enterprises), or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator (or other similar official) of Delhaize Group or any Material Subsidiary or for any substantial part of any of their property, or shall make any general assignment for the benefit of creditors, or shall take any corporate action in furtherance of any of the foregoing (the “winding up provisions”).

If an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to Delhaize Group may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default occurs as a result of the bankruptcy provisions or the winding up provisions, the unpaid principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. No such rescission shall affect any subsequent default with respect to the Notes or impair any rights consequent thereto.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of any Notes may pursue any remedy with respect to the Notes or the Indenture unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy;

(3) the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee; and

(5) the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in aggregate outstanding principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

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If a Default occurs and is continuing and is known to the Trustee, the Trustee must transmit to each Holder of Notes notice of the Default within the earlier of 90 days after such Default occurs or 30 days after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in the payment of principal of, interest on or Additional Amounts in respect of any Note (including payments pursuant to the redemption provisions of such Note), the Trustee may withhold notice if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. In addition, Delhaize Group will be required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. Delhaize Group will also be required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Events of Default, their status and what action Delhaize Group is taking or proposes to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified pursuant to a supplemental indenture, and any past default or compliance with certain provisions of the Indenture or the Notes may be waived, in each case only with the consent of the Holders of more than 50% in aggregate principal amount of the outstanding Notes, which consent may be obtained at a duly convened meeting of the Holders or otherwise.

Notwithstanding the foregoing, a supplemental indenture that has any of the following effects requires the unanimous vote of the Holders (either in person or by proxy) of all of the outstanding Notes in favor of such supplemental indenture at a duly convened meeting of the Holders:

(1) reduce the principal amount of Notes or otherwise modify the conditions of payment of the principal amount of any Note;

(2) reduce the stated rate of or extend the time for payment of interest on any Note, or otherwise modify the conditions of payment of interest on any Note;

(3) extend the Stated Maturity of any Note;

(4) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “—Optional Redemption” above;

(5) make any Note payable in any currency other than that stated in the Note;

(6) impair the right of any Holder to receive payment of principal of, and interest on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or

(7) amend the voting requirement set forth in the first paragraph of “—Amendments and Waivers” to reduce the aggregate principal amount of Notes whose Holders must vote in favor of an amendment or make any change in the amendment or waiver provisions set out above requiring the vote of every Holder.

Without the consent of any Holder, Delhaize Group, when authorized pursuant to a resolution of its Board of Directors, and the Trustee acting jointly may amend the Indenture pursuant to a supplemental indenture to take any of the following actions:

(1) cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect;

(2) provide for the assumption by a successor corporation of the obligations of Delhaize Group under the Indenture;

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(3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4) add to the covenants of Delhaize Group for the benefit of the Holders of all Notes or to surrender any right or power conferred upon Delhaize Group or any of its subsidiaries;

(5) make any change that does not adversely affect the rights of any Holder, subject to the provisions of the Indenture;

(6) provide for the issuance of Exchange Notes or Additional Notes; or

(7) comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act.

The Indenture contains provisions governing the conduct of meetings of the Holders. Among other things, these provisions provide that (a) Delhaize Group or Holders of at least 20% in principal amount of the Notes outstanding will be permitted to request the Board of Directors or the auditor of Delhaize Group to call a meeting of the Holders to approve the supplemental indenture amending or modifying certain terms of the Notes or the Indenture governing the Notes, (b) the quorum requirement for such meeting will be the presence (either in person or by proxy) of Holders of at least 50% in principal amount of the Notes outstanding, and (c) if a quorum is not present at the first meeting, a second meeting may be convened for the same purpose for which there is no quorum requirement. However, the percentage of Holders required to vote in favor of a decision for its approval shall in any event be as set out in the first two paragraphs of this section “Amendments and Waivers.”

No resolution of a meeting of the Holders which in the opinion of Delhaize Group relates to any of the matters listed in Article 568 of the Belgian Company Code shall be effective unless approved at a meeting of Holders complying in all respects with the requirements of Belgian law or, where the corresponding requirements of the Indenture are more stringent, with the requirements of the Indenture. Such matters include, among other things, modifying or suspending the date of maturity of the Notes, extending the time for payment of interest on any Note, reducing the rate of such interest or deciding urgent interim actions in the common interest of Holders.

After a supplemental indenture amending or modifying the terms of the Notes or the Indenture has been executed, Delhaize Group is required to mail to Holders a notice briefly describing such supplemental indenture. However, failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of a supplemental indenture.

Acts by Holders of the Notes

In determining whether the Holders of the required aggregate principal amount outstanding of the Notes have (a) concurred in any direction, waiver or consent, (b) voted in favor of a Required Resolution at a meeting of Holders or (c) are present or represented at a meeting of Holders, the Notes owned by Delhaize Group or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with Delhaize Group will be disregarded and deemed not to be outstanding.

Satisfaction and Discharge

Delhaize Group will be discharged from its obligations on the Notes if:

• Delhaize Group pays the principal of, interest on and any Additional Amounts on all Notes as and when the same shall have become due and payable;

• all the Notes have been cancelled or delivered to the Trustee for cancellation; or

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• all the Notes shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders of Notes for the giving of notice of redemption and Delhaize Group irrevocably deposits with the Trustee the entire amount to be paid at maturity or upon redemption for principal, premium, Additional Amounts, if any, and liquidated damages, if any.

Upon delivery of an officers’ certificate and legal opinion reasonably satisfactory to the Trustee, the Trustee shall execute proper instruments acknowledging such satisfaction of and discharging the Indenture with respect to all the Notes.

Legal Defeasance and Covenant Defeasance

Except for certain obligations, including those respecting the defeasance trust and obligations (i) to register the transfer or exchange of the Notes, (ii) to replace mutilated, destroyed, lost or stolen Notes and (iii) to maintain a registrar in respect of the Notes, Delhaize Group may at any time terminate all its obligations under the Notes and the Indenture (“legal defeasance”) or may at any time terminate:

(1) its obligations described under “Negative Pledge,” “Change of Control,” “Reports by Delhaize Group,” and “Certain Releases of Guarantees” and

(2) the operation of the provisions described in clause (2) under “Merger, Consolidation or Transfer of All or Substantially All Assets,” the cross-acceleration provision, the bankruptcy provisions and the winding up provisions (with respect to Material Subsidiaries of Delhaize Group only) (clauses (1) and (2) collectively, “covenant defeasance”).

Delhaize Group may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If Delhaize Group exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If Delhaize Group exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in clauses (3), (4) or (5) under “Events of Default” above.

In order to exercise either defeasance option, Delhaize Group must irrevocably deposit with the Trustee money (the “defeasance trust”) in U.S. dollars or U.S. Government Obligations, with respect to the Notes, in an amount sufficient or, with respect to the U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal, premium (if any) and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of an Opinion of Counsel to the effect that Holders of the Notes will not recognize income, gain or loss for U.S. Federal, U.K. or Belgian income tax purposes as a result of such deposit and defeasance and will be subject to U.S. Federal, U.K. or Belgian income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such Opinion of Counsel must be based on a ruling of the Internal Revenue Service or other change in applicable U.S. Federal income tax law).

Prescription

Claims against Delhaize Group for the payment of principal on the Notes will be prescribed 10 years after the applicable due date for the payment thereof. Claims against Delhaize Group for the payment of interest or Additional Amounts, if any, on the Notes will be prescribed five years after the applicable due date for payment of interest.

Currency Indemnity

The U.S. dollar is the sole currency of account and payment for all sums payable by Delhaize Group under or in connection with the Notes represented by CDIs, including damages. Any amount received or recovered in a

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currency other than the U.S. dollar, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of Delhaize Group or otherwise by any Holder of a Note represented by a CDI, or by the Trustee, in respect of any sum expressed to be due to it from Delhaize Group will constitute a discharge to Delhaize Group only to the extent of the U.S. dollar amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If the dollar amount received or recovered is less than the dollar amount expressed to be due to the recipient or the Trustee under any Note represented by a CDI, Delhaize Group will indemnify them against any loss sustained by such recipient as a result. In any event, Delhaize Group will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be prima facie evidence of the matter stated therein for the Holder of a Note or the Trustee to certify in a manner reasonably satisfactory to Delhaize Group (indicating the sources of information used) the loss it incurred in making any such purchase. These indemnities constitute a separate and independent obligation from Delhaize Group’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities set out herein) and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee.

Concerning the Trustee

The Bank of New York Mellon is to be the Trustee under the Indenture and has been appointed by Delhaize Group as CDI Depositary with regard to the issuance of the CDIs, which represent interests in the Notes.

Governing Law

The Indenture, the Deposit Agreement and the Notes will be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

No Personal Liability of Directors, Officers, Employees and Shareholders

No director, officer, employee, incorporator or shareholder of Delhaize Group as such will have any liability for any obligations of Delhaize Group under or in connection with the Notes or the Indenture or the Deposit Agreement, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under U.S. Federal securities laws.

Enforceability of Judgments

Since Delhaize Group is incorporated in Belgium and a significant portion of its assets and its Subsidiaries’ assets are outside the U.S., any judgment obtained in the U.S. against Delhaize Group, including judgments with respect to the payment of principal, premium, interest, Additional Amounts and any purchase price or consideration with respect to the Notes, may not be fully collectable within the U.S. See “Enforcement of Civil Liabilities.”

Consent to Jurisdiction and Service of Process

Delhaize Group will appoint Corporation Service Company, New York as its agent for service of process in any suit, action or proceeding with respect to the Indenture or the Notes brought in any U.S. Federal or state court located in New York City and each of the parties thereto will submit to the jurisdiction thereof.

Certain Definitions

“Board of Directors” means the Board of Directors of Delhaize Group or any committee thereof duly authorized to act on behalf of the Board of Directors of Delhaize Group.

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“Business Day” means each day which is not a Legal Holiday.

“Book-Entry Interest” means a book-entry interest in a global Note, whether directly or indirectly through a book-entry interest in a certificated depositary interest representing an interest in such global Note, held by or through a Participant in the X/N System or an Indirect Participant in the X/N System.

“Capitalized Lease Obligation” means an obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and as in effect as of the date of the Indenture, and the amount of Indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with such principles.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency.

“Consolidated Capitalization” means, with respect to any Person, the total assets of such Person and its Subsidiaries determined on a consolidated basis, less the following: (i) current liabilities, including liabilities for Indebtedness maturing more than 12 months from the date of the original creation thereof but maturing within 12 months from the date of determination and (ii) deferred income taxes. Consolidated Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which such Person and its Subsidiaries are engaged and which are approved by independent accountants regularly retained by such Person, and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“DTC” means The Depository Trust Company, its nominees and their respective successors.

“Euroclear” means Euroclear Bank SA/NV, or any successor securities clearing agency.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Notes” means if and when issued as provided in the Registration Rights Agreement, Delhaize Group’s exchange securities issued in a registered exchange offer in exchange for any Notes, which exchange securities will be identical in all material respects to the Notes being exchanged except that the exchange securities will be fully registered with the SEC and therefore will not contain terms restricting their transfer or for any increase in the interest rate related to a registration default.

“Global Notes” means the global notes representing the Notes.

“Holder” means for the purposes of the Indenture and Notes, (a) in the case of any Global Note in bearer form, the holders of Book-Entry Interests therein; provided, however, that for the purposes of payments by Delhaize Group of principal, premium, if any, and interest on the Notes represented by such Global Note “Holder” means the direct holder of such Global Note (as shown in the records of the NBB or of a participant in the X/N System) or (b) in any other case, the Person in whose name a Note is registered in the register.

“Indebtedness” means, with respect to any Person, (i) the principal of and any premium and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments; (ii) all Capitalized Lease Obligations of such Person; (iii) all obligations of such Person to pay the purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations for letters of credit securing obligations (other than obligations described in clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such

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letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured.

“Indirect Participant” means a Person who is a Participant in the X/N System indirectly by being a Participant in a Person who is a direct Participant or itself an Indirect Participant in the X/N System.

“Legal Holiday” means a Saturday, Sunday or other day on which banking institutions are generally not open in Brussels, Belgium or the State of New York.

“Lien” means any mortgage, charge, pledge, lien or other form of encumbrance or security interest.

“Material Subsidiary” at any time means a Subsidiary

(i) whose (a) revenues, or (b) total assets (in each case determined on a non-consolidated basis and determined on a basis consistent with the preparation of the consolidated financial statements of Delhaize Group) represent (or, in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial statements of Delhaize Group relate are equal to) no less than 10% of the consolidated revenues or total assets (as the case may be) of Delhaize Group, all as calculated respectively by reference to the then latest audited financial statements of such Subsidiary and the then latest audited consolidated financial statements of Delhaize Group, provided that:

(I) in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial statements of Delhaize Group relate, the reference to the then latest audited consolidated financial statements of Delhaize Group for the purposes of the calculation above shall, until consolidated financial statements of Delhaize Group for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned financial statements as if such Subsidiary had been shown in such financial statements by reference to its then latest audited financial statements, adjusted as deemed appropriate by the auditors of the relevant Subsidiary from time to time if such auditors are not also the auditors of Delhaize Group, and otherwise, by Delhaize Group’s Board of Directors, and approved by the auditors of Delhaize Group (in either case, the “Auditors”); and

(II) in the case of a Subsidiary in respect of which no audited financial statements are prepared, its revenues and total assets shall be determined on the basis of pro forma financial statements of the relevant Subsidiary prepared for this purpose by the Auditors on the basis of accounting principles consistent with those adopted by Delhaize Group; or

(ii) to which is transferred the whole or substantially the whole of the business, undertaking or assets of a Subsidiary which prior to such transfer is a Material Subsidiary, provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Material Subsidiary pursuant to this sub-paragraph (ii) on the date on which the consolidated financial statements of Delhaize Group for the financial period current at the date of such transfer have been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary on or at any time after the date on which such consolidated financial statements have been prepared and audited as aforesaid by virtue of the provisions of subparagraph (i) above or before, on or at any time after such date by virtue of the provisions of this sub-paragraph (ii).

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A report by the Auditors that, in their opinion, a Subsidiary is or is not or was not at any particular time or throughout any specified period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties.

“Member State” means any country that is a member of the European Union.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President or any Vice President of Delhaize Group.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company or a Cross Guarantor, as the case may be, and who shall be reasonably acceptable to the Trustee.

“Participant” means (a) with respect to the X/N System, Euroclear or Clearstream or any other Person who has an account with the X/N System and (b) with respect to Euroclear, Clearstream and DTC, their respective Participants holding an account with them.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Registration Rights Agreement” means the registration rights agreement dated as of the date of the Indenture among Delhaize Group, the Cross Guarantors and the dealer managers party thereto relating to the original notes.

“Relevant Debt” means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities exchange.

“Required Resolution” means a resolution passed at a duly convened meeting of Holders:

(a) with respect to any matter specified in clauses (1) through (7) of the second paragraph under “—Amendments and Waivers”, with the unanimous vote of all of the Holders (either in person or by proxy) of the outstanding Notes affected by such resolution in favor of the relevant resolution; and

(b) with respect to any other matter requiring the consent of Holders at a duly convened meeting of Holders, with the affirmative vote of the Holders of more than 50% in aggregate outstanding principal amount of the outstanding Notes then outstanding voting (in person or by proxy) at a meeting of Holders.

“SEC” means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, 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.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the

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holder thereof upon the happening of any contingency beyond the control of Delhaize Group unless such contingency has occurred).

“Subordinated Obligation” means any Indebtedness of Delhaize Group (whether outstanding on the date of the Indenture or thereafter incurred) that is subordinate or junior in right of payment to the Notes pursuant to a written agreement.

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by:

(1) such Person;

(2) such Person and one or more Subsidiaries of such Person; or

(3) one or more Subsidiaries of such Person.

“Trust Indenture Act” means the U.S. Trust Indenture Act of 1939, as amended.

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters or, in the case of a successor to the Trustee, an authorized officer assigned to the department, division or group performing the corporate trust work of each successor and assigned to administer the Indenture.

“Trustee” means the party named as such in the Indenture until a successor replaces it and, thereafter, means the successor.

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary 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 Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.

“X/N System” means the securities clearing system recognized or approved in accordance with Articles 3 through 12 of the Law of 2 January 1991 of Belgium on the market of public debt securities and the monetary policy instruments, as amended, the Law of 6 August 1993 of Belgium, as amended, and its implementing decrees, as amended, and the Law of 15 July 1998 of Belgium and its implementing decrees, which is currently the securities clearing system operated by the NBB.

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DESCRIPTION OF GUARANTEES

The following discussion summarizes selected provisions of the Cross Guarantee Agreement, dated as of May 21, 2007, among Delhaize Group, Delhaize America and substantially all of Delhaize America’s subsidiaries, as supplemented by the Joinder Agreement, dated as of December 18, 2009, by Delhaize US Holding, Inc. This summary is not complete and may not contain all of the information about this agreement that is important to you. The description of the Cross Guarantee Agreement contained in this prospectus is qualified in its entirety by reference to a copy of such agreement filed as exhibit 99.2 to Delhaize Group’s Report on Form 6-K filed with the SEC on May 29, 2007 (second of three reports) and incorporated in this prospectus by reference.

Cross Guarantee Agreement

Under the Cross Guarantee Agreement each company party to the agreement guarantees fully and unconditionally, jointly and severally Delhaize Group existing financial indebtedness, Delhaize America existing financial indebtedness, specific financial indebtedness of two European subsidiaries of Delhaize Group and all future unsubordinated financial indebtedness of the parties to the agreement.

If any sum owed to a creditor by a guarantor pursuant to its guarantee under the Cross Guarantee Agreement is not recoverable from such guarantor for any reason whatsoever, then such guarantor is obligated, forthwith upon demand by such creditor, to pay such sum by way of a full indemnity.

On the date of this prospectus the parties to the Cross Guarantee Agreement (the “Cross Guarantors”) are Delhaize Group, Delhaize US Holding, Inc., Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., and Victory Distributors, Inc. Information with respect to subsidiaries of Delhaize Group that are Cross Guarantors is included in the notes to our consolidated annual financial statements incorporated by reference in this prospectus.

Financial Indebtedness

Under the Cross Guarantee Agreement, the term “financial indebtedness” of any person means, without duplication (and as each may be amended, modified, extended or renewed from time to time): (i) all obligations of such person under agreements for borrowed money; (ii) all obligations of such person evidenced by bonds, debentures, notes or similar instruments; (iii) all hedging obligations of such person; and (iv) all guarantees by such person of obligations of other persons of the type referred under clause (i), (ii) or (iii).

The term “person” means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a state or other entity, whether or not having separate legal personality.

The term “hedging obligations” means, with respect to any person, the obligations of such person under: (i) currency exchange, interest rate or commodity swap agreements, cap agreements, floor agreements or collar agreements; and (ii) other similar agreements or arrangements designed to protect such person against fluctuations in currency exchange, interest rates or commodity prices.

Intercompany financial indebtedness is not guaranteed under the Cross Guarantee Agreement.

Ranking; Limit of Liability

The obligations of each company party to the Cross Guarantee Agreement constitute direct, general, unconditional and unsubordinated obligations of such company that shall at all times rank at least pari passu with all of its other existing financial indebtedness set forth on a schedule to the Cross Guarantee Agreement and its future unsubordinated financial indebtedness, save for such obligations as may be preferred by mandatory provisions of law. The obligations of each party under the Cross Guarantee Agreement are limited to the maximum amount that can be guaranteed without constituting a fraudulent conveyance or fraudulent transfer under applicable insolvency laws.

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Applicability of Cross Guarantee Agreement

To the extent a guarantor’s guarantee of financial indebtedness is addressed in an agreement to which such guarantor is a party or is otherwise contractually bound, which contains such guarantee, other than the Cross Guarantee Agreement, the Cross Guarantee Agreement does not apply to such guarantor’s guarantee of such financial indebtedness and, to be clear, nothing contained in the Cross Guarantee Agreement in any way supersedes, modifies, replaces, amends, changes, rescinds, waives, exceeds, expands, enlarges or in any way affects the provisions, including warranties, covenants, agreements, conditions, representations or, in general, any of the rights and remedies, and any of the obligations, of such guarantor and any creditor with respect to such guarantee of such financial indebtedness set forth in such other agreement.

Release of Guarantors and Guarantor Obligations

The obligations of a guarantor under the Cross Guarantee Agreement, which we refer to as a released guarantor in this paragraph, any lien created by such released guarantor with respect to such obligations, and the obligations under the Cross Guarantee Agreement of all other guarantors with respect to the financial indebtedness of the released guarantor will be automatically and unconditionally released without any action on the part of any creditor:

• in connection with any sale, exchange, transfer or other disposition by such released guarantor of all or substantially all of the assets of that released guarantor, provided that the proceeds of that sale or other disposition are applied in accordance with the applicable provisions of any applicable financial indebtedness, or

• in connection with any sale, exchange, transfer or other disposition (including by way of merger, consolidation or otherwise), directly or indirectly, of capital stock of such released guarantor, by Delhaize Group or any subsidiary thereof, to any person that is not Delhaize Group or a subsidiary of Delhaize Group, or an issuance by such released guarantor of its capital stock, in each case as a result of which such released guarantor ceases to be a subsidiary of Delhaize Group,

provided, that: (i) such transaction is made in accordance with the applicable provisions of any applicable financial indebtedness; and (ii) such released guarantor is also released from all of its obligations, if any, in respect of all other financial indebtedness of each other guarantor under the Cross Guarantee Agreement.

In addition to any other releases for which a guarantor qualifies under the Cross Guarantee Agreement, notwithstanding any other provision of the Cross Guarantee Agreement to the contrary, without limiting the validity of any agreement into which a guarantor and a creditor may enter, a guarantor that obtains a written release from a creditor releasing such guarantor from its obligations under the Cross Guarantee Agreement with respect to the financial indebtedness owing to such creditor specified in such release shall be so released.

Termination of Agreement with Respect to Future Financial Indebtedness

Subject to certain limitations, the Cross Guarantee Agreement may be terminated with respect to a guarantor at any time by such guarantor providing written notice to the other parties to the Cross Guarantee Agreement or by mutual agreement; provided, however, that termination by Delhaize America or any other subsidiary of Delhaize Group party to the Cross Guarantee requires the written consent of Delhaize Group; and provided, further, except as otherwise provided, any termination of the Cross Guarantee Agreement with respect to a guarantor affects neither:

• such guarantor’s obligations under the Cross Guarantee Agreement in relation to any financial indebtedness that came into existence prior to that termination, nor

• the obligations of the other guarantors with respect to such guarantor’s financial indebtedness that came into existence prior to that termination. Financial indebtedness that comes into existence after that termination shall not be covered by the Cross Guarantee Agreement with respect to the terminating guarantor.

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Third Parties

Subject to the release provisions of the Cross Guarantee Agreement discussed under the headings “Description of Guarantees—Cross Guarantee Agreement—Release of Guarantors and Guarantor Obligations” and “—Termination of Agreement with Respect to Future Financial Indebtedness” above, creditors of financial indebtedness guaranteed under the Cross Guarantee Agreement are entitled to rely on the Cross Guarantee Agreement and on the guarantees constituted pursuant to the Cross Guarantee Agreement. The Cross Guarantee Agreement constitutes a stipulation pour autrui / beding ten gunste van een derde or third party beneficiary contract for their benefit. Accordingly, such creditors shall be entitled to rely on and enforce the Cross Guarantee Agreement.

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ORIGINAL NOTES REGISTRATION RIGHTS AGREEMENT

The original notes that we issued on October 8, 2010 are not registered under the Securities Act, and therefore, you may not freely resell the original notes to any investor. However, we entered into a registration rights agreement with the dealer managers in the private offering of the original notes in which we agreed to conduct a registered exchange offer. A registered exchange offer generally permits holders of original notes to exchange such securities for a new issue of securities that is identical in all material respects to the original notes, except that the new issue of securities is fully registered with the SEC and thus may be resold to any investor.

Because this section is a summary, it does not describe every aspect of the registration rights agreement. This summary is subject to, and qualified in its entirety by references to, all of the provisions of the registration rights agreement, including definitions of certain terms used in it. You may obtain a copy of the registration rights agreement by requesting one from us. In addition, the information set forth below concerning certain interpretations of any positions taken by the staff of the SEC is not intended to constitute legal advice, and prospective investors should consult their own legal advisors with respect to such matters. References to the original notes in this “Original Notes Registration Rights Agreement” section mean the original notes represented by CDIs.

Exchange Offer

We agreed pursuant to the registration rights agreement to:

• file a registration statement relating to a registered exchange offer for the original notes with the SEC on or prior to the 180th day after the date the original notes are first issued;

• use our reasonable best efforts to cause the SEC to declare the registration statement effective under the Securities Act no later than the 270th day after the original notes are first issued; and

• use our reasonable best efforts to complete the exchange offer no later than 300 days after the original notes are first issued.

During the exchange offer, we are offering to all holders of original notes who are legally eligible to participate in the exchange offer the opportunity to exchange their original notes for a new issue of securities, which we refer to in this prospectus as the exchange notes. The exchange notes are identical in all material respects to the original notes being exchanged, except that the exchange notes are fully registered with the SEC and therefore do not contain terms restricting their transfer or for any increase in the interest rate discussed below under the heading “—Additional Interest.” Exchange securities will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

We will keep the exchange offer open for at least 30 days (or longer, if required by applicable law or otherwise extended by us, at our option) after the date notice of the exchange offer is mailed to the holders of the original notes. For each original note surrendered to us pursuant to the exchange offer and not withdrawn by the Holder, the Holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. Interest on each exchange note will accrue from the last date on which interest was paid on the original note surrendered in exchange or, if no interest has been paid, from the original issue date of the original note. The exchange notes will be accepted for clearance through DTC, including its participants, Euroclear and Clearstream as direct participants in DTC.

Under existing interpretations of the Securities Act by the SEC’s staff contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the exchange notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act, subject to certain representations required to be made by each holder of original notes, as set forth below. However, any Holder of original notes who is one of our “affiliates” (as defined in Rule 405 under the Securities Act) or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the interpretation of the SEC’s staff

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• will not be able to tender its original notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the original notes unless such sale or transfer is made pursuant to an exemption from such requirements.

We do not intend to seek our own interpretation regarding the exchange offer and there can be no assurance that the SEC’s staff would make a similar determination with respect to the exchange notes as it has in other interpretations to other parties, although we have no reason to believe otherwise.

If you wish to exchange your original notes for exchange notes in the exchange offer, you will be required to make certain representations. These include representations that:

• any exchange notes to be received by you will be acquired in the ordinary course of your business;

• you have no arrangement with any person to participate in the distribution of the original notes or exchange notes;

• you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of us or any guarantor of the original notes or, if you are an affiliate of us or any guarantor of the original notes, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the exchange notes;

• if you are a broker-dealer, you will receive exchange notes for your own account in exchange for securities that were acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of such exchange notes; and

• you are not acting on behalf of any person who could not truthfully make the foregoing representations.

Shelf Registration

We may also be required to file a shelf registration statement or amend an existing shelf registration statement to permit certain holders of the original notes who were not eligible to participate in the exchange offer to resell the securities periodically without being limited by the transfer restrictions. We will only be required to file a shelf registration statement if:

• after the date the original notes are issued, law or applicable interpretations of the law by the staff of the SEC do not permit us to complete the exchange offer as contemplated by the registration rights agreement;

• any holder of the original notes is not able to participate in the exchange offer;

• any holder of the original notes does not receive fully transferable exchange notes;

• the exchange offer is not consummated within 300 days after the date the securities are first issued, but we may terminate such shelf registration statement at any time, without penalty, if the exchange offer registration statement is declared effective or the exchange offer is consummated; or

• any holder of the original notes is a broker-dealer who acquired the original notes directly from us or one of our affiliates.

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The shelf registration statement will permit only certain holders to resell their securities from time to time. In particular, such holders must:

• provide specific information in connection with the shelf registration statement; and

• agree in writing to be bound by all provisions of the registration rights agreement, including the indemnification obligations.

We will, in the event of the filing of a shelf registration statement, provide to each holder of original notes that are covered by the shelf registration statement copies of the prospectus which is a part of the shelf registration statement and notify each such holder when the shelf registration statement has become effective. A holder who sells original notes pursuant to the shelf registration statement will be required to be named as a selling security holder in the prospectus and to deliver a copy of the prospectus to purchasers. Such holder will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales, and will be bound by the provisions of the registration rights agreement which are applicable to such a holder, including the indemnification obligations.

If a shelf registration statement is required, we will:

(1) file the shelf registration statement on or prior to the 60th day after the earliest to occur of:

• the date on which we determine that we cannot, whether pursuant to law or Commission policy, file the exchange offer registration statement;

• the 300th day after the date the original notes were first issued if we have not consummated the exchange offer; and

• any holder of original notes that are transfer restricted securities notifies us prior to the 90th day following consummation of the exchange offer that (a) it is prohibited by law or policy of the SEC from participating in the exchange offer, (b) it may not resell the exchange notes acquired by it in the exchange offer to the public without delivering a prospectus, and the prospectus contained in the exchange offer registration statement is not appropriate or available for such resales by it, or (c) it is a broker-dealer and holds Dollar Notes acquired directly from us or any of our affiliates,

but in no event earlier than the 180th day after the date the original notes were first issued.

(2) use our reasonable best efforts to cause the shelf registration statement to be declared effective by the SEC on or before the 60th day after the date the shelf registration statement was filed, but in no event earlier than the 270th day after the date the original notes were first issued; and

(3) use our reasonable best efforts to keep the shelf registration statement effective for a period of two years after the date the original notes were first issued, or if earlier until all of the securities covered by the shelf registration statement are sold thereunder or are already freely tradable.

During any 365-day period, we will have the ability to suspend the availability of such shelf registration statement for up to two periods of up to 30 consecutive days (except for the consecutive 30-day period immediately prior to the maturity of the original notes), but no more than an aggregate of 60 days during any 365-day period, if our Board of Directors determines in good faith that there is valid purpose for the suspension.

Each security will contain a legend to the effect that the holder of the security, by its acceptance thereof, agrees to be bound by the provisions of the registration rights agreement. In that regard, if a holder received notice from us that any event which:

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• makes any statement in the prospectus which is part of the shelf registration statement (or, in the case of participating broker/dealers, the prospectus which is part of the exchange offer registration statement) untrue in any material respect;

• requires the making of any changes in the prospectus to make the statement therein not misleading; or

• is specified in the registration rights agreement,

occurs, the holder (or participating broker/dealer, as the case may be) will suspend the sale of securities pursuant to that prospectus until we have either:

• amended or supplemented the prospectus to correct the misstatement or omission; and

• furnished copies of the amended or supplemented prospectus to the holder (or participating broker/dealer, as the case may be); or

• given notice that the sale of the securities may be resumed.

Additional Interest

If a Registration Default (as defined below) occurs regarding original notes, then we will be required to pay additional interest to each holder of such original notes. If a Registration Default occurs, we will pay additional interest equal to 0.25% per annum during the 90-day period immediately following the occurrence of that Registration Default. After this 90-day period, the amount of additional interest shall increase by an additional 0.25% per annum with respect to the next subsequent 90-day period until all Registration Defaults have been cured. However, in no event will the rate of additional interest exceed 0.50% per annum. Such additional interest will accrue only for those days that a Registration Default occurs and is continuing. All accrued additional interest will be paid to the holders of such original notes in the same manner as interest payments on the original notes, with payment being made on the Interest Payment Date for the original notes. Following the cure of all Registration Defaults, no more additional interest will accrue. You will not be entitled to receive any additional interest if you were, at any time while the exchange offer was pending, eligible to exchange, and did not validly tender, your securities for exchange notes in the exchange offer.

A “Registration Default” includes any of the following:

• we fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;

• any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness;

• we fail to complete the exchange offer on or prior to the date specified for such completion; or

• the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the securities during the period specified in the registration rights agreement, subject to certain exceptions for limited periods of time with respect to the shelf registration statement.

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BOOK-ENTRY, FORM, CLEARANCE AND SETTLEMENT

Form of Notes

The exchange notes will be represented by one global note in bearer form (the “Global Note”). We will issue the Global Note in a principal amount equal to the outstanding principal amount of the exchange notes it represents

The Global Note will be deposited with the NBB as operator of the X/N System pursuant to an agreement between us, ING Belgium SA/NV (the “Domiciliary Agent”) and the NBB. The person shown in the records of the NBB or the direct or indirect participants in the X/N System as the holder of a particular principal amount of the exchange notes (in which regard any certificate or other document issued by the NBB or by the relevant direct or indirect participant shall be conclusive and binding for all purposes save in the event of manifest error) shall for all purposes be treated by us and any paying agent as the holder of such principal amount of the Global Note, including for the payment of principal, premium (if any), and interest on the Global Note.

Upon the Global Note being credited to the account of The Bank of New York Mellon as the holder of 100% of the book-entry interests in the Global Note in the records of Euroclear, The Bank of New York Mellon, as CDI Depositary for the exchange notes, will create one or more certificated depositary interests (“CDIs”) representing a 100% interest in the CDI Depositary’s book-entry interests in the underlying Global Note and issue them in the name of Cede & Co., as nominee of DTC. The CDI Depositary will hold the CDIs as custodian on behalf of DTC. Upon such issuance, DTC will credit on its book-entry registration and transfer system the relevant participants’ accounts with the interests owned by its participants.

Ownership of such book-entry interests in the CDIs representing interests in the Global Note is shown on, and the transfer of such interests will be effected only through, records maintained by DTC and their respective participants with respect to interests of indirect participants.

You may also hold your book-entry interests in the CDIs representing interests in the Global Note through organizations that are participants in DTC. Euroclear and Clearstream will hold all interests on behalf of their account holders through securities accounts in their names on the books of their depositaries. Those depositaries will hold these interests in securities accounts in the depositaries’ names on the books of DTC.

All interests in the exchange notes will be subject to the procedures and requirements of the X/N System. Interests in the CDIs representing interests in the exchange notes, if held through Euroclear or Clearstream, as direct participants in DTC or otherwise through DTC, will also be subject to the procedures and requirements of each system, as applicable.

Except as described under “—Issuance of Definitive Registered Notes”, direct participants or indirect participants are not entitled to have exchange notes registered in their names. They will not receive or be entitled to receive physical delivery of exchange notes and will not be considered the owners or holders thereof under the Indenture or the Deposit Agreement. Accordingly, each person owning book-entry interests in CDIs must rely on the procedures of the CDI Depositary, DTC, Euroclear and/or Clearstream. If such person is not a participant in DTC, Euroclear or Clearstream, it must rely on the procedures of the participant in the clearing system through which such person owns its interest to exercise any rights and remedies of a holder under the Indenture and the Deposit Agreement. For more information, see “—Action by Owners of Book-Entry Interests” below. If any definitive registered notes are exchanged for a Global Note, they will be exchanged for definitive registered notes as described under “—Issuance of Definitive Registered Notes”. Unless and until book-entry interests in the CDIs representing interests in the Global Note are exchanged for definitive registered notes, the interest held by DTC in the CDIs may not be transferred except as a whole.

The laws of some countries and some states in the United States may require that certain purchasers of securities take physical delivery of such securities in definitive form. Under no circumstances will notes be exchanged in definitive bearer form to holders of book-entry interests in the exchange notes. These laws may impair your ability to own, transfer or pledge the book-entry interests.

Although DTC, Euroclear and Clearstream have implemented certain procedures to facilitate transfers of

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book-entry interests in the CDIs representing interests in the exchange notes among participants of DTC, Euroclear and Clearstream, as direct participants in DTC they are under no obligation to perform or continue to perform these procedures. The procedures may be discontinued at any time.

Interests in the exchange notes whether through the Global Note or the CDIs may be held only by eligible investors referred to in Article 4 of the Belgian Royal Decree of May 26, 1994 holding such Notes in an exempt securities account with the X/N System or with a direct (including Euroclear and Clearstream) or indirect participant in such system, as further described in “Certain Tax Considerations^__Material Belgian Tax Considerations”.

Original Issue

On or before the date of completion of the offering of the exchange notes, ING Belgium SA/NV, the Domiciliary Agent, on behalf of our company, will deliver the duly executed and authenticated Global Note in bearer form to the NBB as operator of the X/N System, where it will be immobilized. Upon receipt of the Global Note, the NBB as operator of the X/N System will credit the Domiciliary Agent’s exempt securities account in the X/N System with an amount of the exchange notes equivalent to the principal amount of the Global Note.

On the date of completion of the offering of the exchange notes, the Domiciliary Agent will credit Euroclear’s exempt securities account with the X/N System. Euroclear will, in turn, credit 100% of its book-entry interest in the Global Note to the exempt securities account of The Bank of New York Mellon as CDI Depositary so that it can create CDIs representing interests in the Global Note. See “—Form of Notes” above. DTC will then credit the holders of book-entry interests in the CDIs representing interests in the Global Note by crediting their securities accounts as participants of DTC, in accordance with the principal amount of book-entry interests in the CDIs acquired in the Exchange Offer by each of them, or in the case of Euroclear and Clearstream as direct participants in DTC, acquired in the Exchange Offer by participants in those clearing systems.

Payments on Exchange Notes

Payments of any cash amounts owing in respect of the exchange notes will be made by us in U.S. dollars to the CDI Depositary. Under a deposit agreement between our company and the CDI Depositary (the “Deposit Agreement”), the CDI Depositary will make payments of cash amounts on the CDIs to DTC upon receipt by it; DTC will then distribute those payments to participants in accordance with its procedures, including to Euroclear and Clearstream.

Issuance of Definitive Registered Exchange Notes

Under the terms of the Indenture and the Deposit Agreement, book-entry interests in CDIs representing interests in the Global Notes will be exchangeable in whole but not in part for individual definitive registered notes (“Definitive Registered Notes”) only if (A) (i) the NBB ceases to operate the X/N System and (ii) a successor is not appointed within 15 days of notice of such event, (B) both Euroclear and Clearstream notify us that they are unwilling or unable to continue to act as, or cease to be, clearing agencies in respect of the exchange notes and a successor depositary is not appointed by us within 15 days of notice of such event, (C) DTC notifies us that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the CDI Depositary at our request within 15 days of notice of such event, (D) the CDI Depositary is at any time unwilling or unable to continue as CDI Depositary and a successor CDI Depositary is not appointed by us within 15 days of its giving notification thereof to us or (E) if, as a result of any amendment to, or change in, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other relevant taxing jurisdiction affecting taxation, or any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction) that become effective on or after the date of the Indenture, we determine that continuing to settle the exchange notes through the X/N System would require us on the occasion of the next payment due in respect of the exchange notes to make a deduction or withholding from any payment in respect of the exchange notes which would not then be required in respect of Definitive Registered Notes.

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In the event that Definitive Registered Notes become issuable pursuant to clause (A) above:

(i) we shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (b) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five business days after such request; and

(ii) The Bank of New York Mellon, New York Branch, shall (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (for the latter, based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC); (b) upon cancelation of the Global Notes by the NBB arrange for the entry of the Definitive Registered Notes in the register kept by us and the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of the relevant holders of book entry interests.

In the event that Definitive Registered Notes become issuable pursuant to clause (B) or (E) above:

(i) The Bank of New York Mellon, New York Branch, shall deliver to us a request for the issue of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes;

(ii) we shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (b) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five business days after such request; and

(iii) the Bank of New York Mellon, New York Branch, shall: (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (for the latter, based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC); (b) arrange for the entry of the Definitive Registered Notes in the register kept by us and the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of the relevant holders of book-entry interests.

In the event that Definitive Registered Notes become issuable pursuant to clause (C) or (D) above:

(i) we shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (ii) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five business days after such request; and

(ii) the substitute to the CDI’s depositary shall (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC) and (b) arrange for the entry of the Definitive Registered Notes in the register kept by us and the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of the relevant holders of book-entry interests.

In addition, book-entry interests in CDIs representing interests in the Global Notes will be exchangeable in whole or in part for Definitive Registered Notes at the request of any holder of such book-entry interests within 60 days following notice given by us or the Trustee of an Event of Default described in clauses (1), (2), (6) or (7) under “Description of the Exchange Notes—Events of Default”, with respect to the exchange notes. Any such request must include the principal amount of the Definitive Registered Notes to be issued at the request of such holder, together with such holder’s name and account number in the X/N System, DTC, Euroclear and/or Clearstream, as the case may be.

In the event that the Domiciliary Agent receives a request to issue Definitive Registered Notes as described in the preceding paragraph, the Domiciliary Agent shall: (A) notify us of such holder’s request; (B) deliver to the

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NBB a “schedule of amendment of the principal” to be annexed, according to the provisions of the clearing agreement among our company, the Domiciliary Agent and the NBB (the “Clearing Agreement”), to the Global Note reflecting the remaining principal amount of the Global Note (after giving effect to the issuance of the Definitive Registered Notes as described in this paragraph); and (C) notify the registrar thereof of the amount of and the name in which such Definitive Registered Notes are to be issued, based on the details provided in such holder’s request, in order that the registrar (i) enter the Definitive Registered Notes in the register and (ii) cause the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of such holder. The CDI Depositary will, whenever the aggregate principal amount of any Global Note is reduced, reduce the aggregate principal amount of the CDIs by an equal amount. Definitive Registered Notes will not be eligible for settlement through the X/N System.

Transfers

The Global Note may only be transferred in accordance with the Indenture and the Clearing Agreement. The CDIs may be transferred only in accordance with the Deposit Agreement and the procedures of DTC. The Clearing Agreement provides that the Global Note will represent the entries in the securities accounts at the X/N System and constitute a unique deposit governed by the principle of fungibility.

Definitive Registered Notes may be transferred only in accordance with the Indenture and in accordance with the following procedure:

Holders of the Definitive Registered Notes will be recorded in the register kept by us, or an agent appointed by us. Title to the Definitive Registered Notes will pass upon the registration of transfer in the register. Our company, its paying agents and the Trustee may (to the fullest extent permitted by applicable laws) deem and treat the registered Holder of any Definitive Registered Note as the absolute owner for all purposes (whether or not the Note shall be overdue and notwithstanding any notice of ownership or writing on such Definitive Registered Note or any notice of previous loss or theft of such Definitive Registered Note or of any trust or interest therein). Transfer of the Definitive Registered Notes will only be registered upon the surrender of the Definitive Registered Notes being transferred at the specified office of our company or a paying agent. Our company, the Trustee and each paying agent may require appropriate endorsement or transfer documents and the payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers or exchanges.

Notwithstanding the foregoing, we will not be required to register the transfer of any of the Definitive Registered Notes selected for redemption or due to be redeemed:

(1) for a period of 5 days before the date fixed for redemption; or

(2) for a period of 5 days before an interest payment date.

Secondary Market Trading

Secondary market trading of book-entry interests in CDIs representing interests in the exchange notes held and settled through DTC, Euroclear or Clearstream as direct participants in DTC will be conducted in accordance with the normal rules and operating procedures of DTC, Euroclear or Clearstream.

Redemption

In the event any Global Note is redeemed, the CDI Depositary will redeem an equal amount of the CDIs and the book-entry interests therein. The redemption price payable in connection with the redemption of CDIs and the book-entry interests will be equal to the amount received by the CDI Depositary in connection with the redemption of the Global Note. We understand that under existing practices of DTC, if less than all of the exchange notes are to be redeemed at any time, DTC will credit its participants’ accounts on a proportionate basis with adjustments to prevent fractions or by lot or on such other basis as DTC deems fair and appropriate.

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Action by Owners of Book-Entry Interests

Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action by the Holders (by meeting or otherwise), or of any offer to purchase or other action of us, in respect of the Global Note, the CDI Depositary will mail to DTC a notice containing:

(1) such information as is contained in the notice received by the CDI Depositary; and

(2) a statement as to the manner in which Holders of the exchange notes as of a specified record date may give instructions as to the consent, waiver or other action (by meeting or otherwise), if any pertaining to the exchange notes, the Indenture or the Deposit Agreement.

In addition, the CDI Depositary will forward to DTC or, based upon instructions received from DTC, to the owners of the book-entry interests in the CDIs, all material pertaining to such solicitation, request, offer or other action (by meeting or otherwise). Upon the written request of DTC, the CDI Depositary shall endeavor insofar as practicable to take such action regarding the request, consent, waiver, offer or other action in respect of the Global Note in accordance with any instruments set forth in such request. DTC may grant proxies, sub-proxies or otherwise authorize participants or indirect participants to provide such instruction to the CDI Depositary so that it may exercise any rights of a holder of Notes or take any other actions which a holder is entitled to take under the Indenture governing the exchange notes. Neither the CDI Depositary nor DTC will exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of the Global Note.

DTC will take any action permitted to be taken by a holder under the Indenture governing the exchange notes on behalf of a DTC participant only in accordance with its relevant rules and procedures and subject to the CDI Depositary’s ability to effect such actions on its behalf.

Notices

If and so long as any Global Note is represented by one or more CDIs and ownership of book-entry interests therein are shown on the records of DTC or any successor clearing agency appointed by the CDI Depositary at our request, notices will also be delivered to each such applicable clearing agency for communication to the owners of such book-entry interests. Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Notices regarding the exchange notes will be, in the case of Definitive Registered Notes, mailed to Holders by first-class mail at their respective addresses as they appear on the register kept by us or any agent appointed by us.

Charges of Depositary

We have agreed to pay all charges of the CDI Depositary under the Deposit Agreement. We have also agreed to indemnify the CDI Depositary against certain liabilities incurred by it under the Deposit Agreement.

Amendment and Termination of the Deposit Agreement

The Deposit Agreement may be amended or supplemented by us and the CDI Depositary without notice to or consent of the holder of the relevant CDIs or any owner of book-entry interests therein

(1) to cure any ambiguity, defect or inconsistency;

(2) to add to the covenants and agreements of our company and/or the CDI Depositary;

(3) to effectuate the assignment of the CDI Depositary’s rights and duties to a qualified successor;

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(4) to comply with the U.S. federal and Belgian securities and/or tax laws or any other applicable rule or regulation; or

(5) to modify, alter, amend or supplement the Deposit Agreement in any other manner that is not adverse to DTC or the holders of the book-entry interests.

Except as set forth above, no amendments that adversely affect the nominee for DTC or the holders of the book-entry interests in the CDIs may be made to the Deposit Agreement without the consent of the nominee for DTC or such holders, as the case may be.

Upon issuance of Definitive Registered Notes in exchange for book-entry interests in the CDIs therein constituting the entire principal amount of the Global Note held pursuant to the Deposit Agreement, the Deposit Agreement will terminate. The Deposit Agreement may be terminated upon the resignation of the CDI Depositary if no successor has been appointed within 120 days as set forth above. Owners of book-entry interests in the CDIs are deemed to have notice of the Deposit Agreement and shall be bound by all of its terms and conditions by acceptance of such book-entry interests.

Obligation of the Depositary

The CDI Depositary will assume no obligation or liability under the Deposit Agreement other than to use good faith and reasonable care in the performance of its respective duties under such agreement.

The Clearing Systems

NBB

The NBB is the central bank of Belgium. The NBB operates the X/N System for, among other securities, corporate debt securities that may be traded on a fungible basis. In order for the exchange notes to be traded on a fungible basis, each purchaser of exchange notes will agree and will be deemed to have, agreed to the application of the fungibility system as provided for in Royal Decree No. 62 of November 10, 1967 on the promotion of the circulation of securities, as amended. The X/N System is accessible to investors and financial intermediaries through its participants. The participants include most Belgian banks, some Luxembourg banks, Belgian investment firms, Euroclear and Clearstream. With respect to the exchange notes, the only participant that will be able to hold exchange notes directly in the X/N System will be Euroclear. See “—Form of Notes” above. For a description of the tax implications of the clearing of the exchange notes through the X/N System and a description of the Eligible Investors qualified to hold the exchange notes (directly or indirectly), see “Tax Considerations—Material Belgian Tax Considerations—Belgian Withholding Tax”. The location of the NBB is Boulevard de Berlaimont, 14 B-1000 Brussels, Belgium.

DTC

DTC has advised us as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, trust companies and clearing corporations (including Euroclear and Clearstream) and certain other organizations. Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its direct and indirect participants are on file with the SEC.

The location of DTC is 55 Water Street, New York, New York 10041 U.S.A.

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Euroclear and Clearstream

Euroclear and Clearstream each hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in the accounts of such participants. Euroclear and Clearstream provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Euroclear or Clearstream is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream participant, either directly or indirectly.

Distributions of principal and interest with respect to book-entry interests in CDIs representing interests in the exchange notes held in DTC through Euroclear or Clearstream as direct participants in DTC will be credited, to the extent received by The Bank of New York Mellon, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures.

The location of Euroclear is: 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium. The location of Clearstream is: 42 Avenue JF Kennedy, L-1855 Luxembourg, Luxembourg.

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CERTAIN TAX CONSIDERATIONS

The following discussion, subject to the limitations set forth below, describes material Belgian and United States tax considerations relating to your ownership and disposition of notes. This discussion does not purport to be a complete analysis of all tax considerations in Belgium or the United States and does not address tax treatment of holders of notes under the laws of other countries. Holders of notes who are resident in countries other than Belgium or the United States along with holders that are resident in those countries, are urged to consult with their own tax advisors as to which countries’ tax laws could be relevant to them.

Material Belgian Tax Considerations

The following is a summary of the principal Belgian tax consequences for investors of receiving interest in respect of, and exchanging for or disposing of, a book-entry interest in exchange notes, whether directly or indirectly through a book-entry interest in a certificated depositary interest representing an interest in such exchange notes and is of a general nature based on our understanding of current law and practice. Except as otherwise indicated, this summary only addresses the position of investors who do not have any connection with Belgium other than the holding of exchange notes. Investors should consult their professional advisers on the possible tax consequences of exchanging for, purchasing, holding or selling exchange notes under the laws of their countries of citizenship, residence, ordinary residence or domicile.

The present section does not address the tax situation of persons residing in Belgium.

Tax Consequences for Holders not Participating in the Exchange Offer

The exchange of original notes for exchange notes pursuant to the Exchange Offer (the “Exchange”) will not result in a taxable event for non-tendering holders. Upon consummation of the Exchange, non-tendering holders will be in the same position for all useful Belgian tax purposes as immediately prior to the Exchange Offer.

Tax Consequences for Holders Participating in the Exchange Offer

Belgian Income Tax Consequences of the Exchange

Non-resident individuals or legal entities are, in principle, not subject to Belgian income tax on capital gains realized and accrued interest paid or attributed upon the exchange of the original notes for exchange notes, unless the non-resident holds the original notes as part of a business conducted in Belgium through a fixed base or a Belgian establishment. In such a case, investors should consult their professional advisers as to the calculation of the taxable basis and any Belgian withholding tax.

Belgian Withholding Tax

Exchange Notes in Book-Entry Form

The interest component of payments on exchange notes is, as a rule, subject to Belgian withholding tax at the rate of 15%, subject to such relief as may be available under applicable domestic or tax treaty provisions.

All payments of interest by or on behalf of us shall be made without deduction of withholding tax for exchange notes held in book-entry form by eligible investors (the “Eligible Investors”) in an exempt securities account with the X/N System or with a participant or sub-participant in such system (a “Participant”).

Eligible Investors are those persons referred to in Article 4 of the Royal Decree of May 26, 1994, including, amongst others:

1. Belgian resident companies subject to corporate income tax within the meaning of Article 2, §1, 5° b of the Income Tax Code 1992 (“ITC 1992”);

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2. without prejudice to Article 262, 1° and 5° of ITC 1992, Belgian insurance or pension undertakings within the meaning of Article 2, §3 of the Law of July 9, 1975 on supervision of insurance companies (other than those referred to in points 1° and 3° of said Article);

3. state-linked social security organizations and institutions assimilated therewith within the meaning of Article 105, 2° of the Royal Decree of August 27, 1993 implementing ITC 1992;

4. non-residents of Belgium within the meaning of Article 105, 5° of said Royal Decree of August 27, 1993;

5. mutual funds within the meaning of Article 115 of said Royal Decree of August 27, 1993;

6. companies, entities or partnerships within the meaning of Article 227, 2° of ITC 1992 which are subject to non-resident income tax in Belgium in accordance with Article 233 of ITC 1992 and whose exchange notes are held as part of a taxable business activity in Belgium;

7. the Belgian State, with respect to its investments exempted from withholding tax in accordance with Article 265 of ITC 1992;

8. mutual funds organized under foreign law which are structured as an undivided estate managed by a management company on behalf of certificate holders, provided that their certificates are not publicly offered or otherwise marketed in Belgium; and

9. Belgian resident companies not referred to in point 1 above whose sole or principal activity consists of granting credits or loans.

Eligible Investors do not include natural persons residing in Belgium or not-for-profit organizations (other than those referred to in points 2 and 3 above). Participants in the X/N System must keep the exchange notes they hold for non-Eligible Investors in a non-exempt securities account (an “N-Account”). All payments of interest on such exchange notes will be made subject to deduction of withholding tax at the rate of 15%. In addition, the transfer of exchange notes by holders of an N-Account is subject to withholding tax at the rate of 15% on the pro rata interest accrued since the last preceding Interest Payment Date.

Upon opening an exempt securities account with the X/N System or with a Participant, an Eligible Investor is required to certify its eligible status on a standard form approved by the Minister of Finance. There are no ongoing certification requirements for Eligible Investors, but direct Participants are required to annually report to the X/N System as to the eligible status of each holder for whom they hold exchange notes in an exempt securities account.

In addition, an exempt securities account may be opened with a Participant by an intermediary (an “Intermediary”) in respect of exchange notes that such Intermediary holds for the account of its clients (the “Beneficial Owners”), provided that each Beneficial Owner is an Eligible Investor. In such a case, the Intermediary is required to certify on a standard form approved by the Minister of Finance that (i) it is an Eligible Investor, and (ii) the Beneficial Owners holding their exchange notes through it are also Eligible Investors. A Beneficial Owner is also required to certify its eligible status on a standard form approved by the Minister of Finance and to be delivered to the Intermediary.

However, none of these certification or reporting requirements apply in respect of exchange notes held in Euroclear or Clearstream in their capacity as Participants to the X/N System, provided that Euroclear or Clearstream must be able to identify each holder for whom they hold exchange notes in an Exempt Account.

In accordance with rules and procedures of the X/N System, a holder of our exchange notes who is withdrawing exchange notes from an exempt securities account may, following payment of interest accrued on such exchange notes since the last preceding Interest Payment Date, be entitled to claim an indemnity from the Belgian tax authorities of an amount equal to the withholding tax, if any, applied on interest payable on the exchange notes

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for the period running from the last preceding Interest Payment Date through the date of withdrawal of the exchange notes from the X/N System.

Definitive Registered Notes

Definitive Registered Notes will not be eligible for clearing and settlement through the X/N System. Payments of interest on Definitive Registered Notes will in principle be subject to Belgian withholding tax at the rate of 15%, subject to such relief as may be available under domestic or tax treaty provisions.

Payments of interest by or on behalf of us will be made without deduction of withholding tax in respect of Definitive Registered Notes held by non-residents of Belgium or certain Belgian financial institutions (and assimilated entities) or certain state-linked social security organizations (and institutions assimilated therewith), subject to the following requirements (and certain identification formalities):

• interest payments on Definitive Registered Notes are exempt from Belgian interest withholdings tax if made to non-residents of Belgium within the meaning of Article 105, 5° of the Royal Decree of August 27, 1993 implementing ITC 1992, provided the Issuer satisfies during the entire expired term of the Definitive Registered Notes the following requirements: (i) it is a Belgian tax resident entity (or Belgian establishment of a non-Belgian tax resident entity), (ii) during the taxable period that precedes the attribution or payment of interest, the Issuer owned shares qualifying as fixed financial assets of which the acquisition value represents on average at least 50% of the balance total of the Issuer at the moment of closing of the accounting year that is linked to that taxable period, and (iii) the shares of the Issuer are listed on a regulated market as provided for in Article 264, first indent, 2°bis ITC 1992, or the shares of the Issuer are at least 50% directly or indirectly held by a company (a) the shares of which are listed on a regulated market as provided for in Article 264, first indent, 2°bis ITC 1992, (b) that is subject to corporate income tax or a foreign tax similar to the corporate income tax, and (c) that is not subject to a tax regime deviating from the regular tax regime and does not benefit from a substantially more favorable tax regime than the Belgian corporate income tax;

• interest payments on Definitive Registered Notes are exempt from Belgian interest withholding tax if made to Belgian financial institutions or assimilated entities within the meaning of article 105, 1° of the Royal Decree of August 27, 1993 implementing ITC 1992, provided that such a financial institution or assimilated entity certifies on each Interest Payment Date in a form delivered to us, that (i) it was the legal owner, or held the usufructus of the Definitive Registered Notes during the entire interest period to which the interest payment relates, and (ii) the Definitive Registered Notes have been registered with us in the name of such investor during the entire interest period to which the interest payment relates; and

• interest payments on Definitive Registered Notes are exempt from Belgian interest withholding tax if made to state linked social security organizations and institutions assimilated therewith within the meaning of Article 105, 2° of the Royal Decree of August 27, 1993 implementing ITC 1992, provided that such an organization or institution certifies on each Interest Payment Date in a form delivered to us that (i) it was the legal owner, or held the usufructus of the Definitive Registered Notes during the entire interest period to which the interest payment relates, and (ii) the Definitive Registered Notes have been registered with us in the name of such investor during the entire interest period to which the interest payment relates.

In addition, Belgium has concluded tax treaties with multiple countries, reducing the interest withholding tax to 10%, 5% or 0% for residents of those countries. As such a full relief from Belgian withholding tax will be available under the income tax treaty between the United States and Belgium (the “Treaty”), subject to certain identification formalities and other requirements, such as the limitation of benefit clauses in the Treaty, for interest paid by or on behalf of us on the Definitive Registered Notes provided the beneficial owner of that interest is a U.S. tax resident.

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EU Savings Directive

Under European Council Directive 2003/48/EC on the taxation of savings income (the “Savings Directive”), each Member State of the European Union is required to provide to the tax authorities of another Member State details of payments of interest (or other similar income) paid by a person within its jurisdiction to an individual resident in that other Member State. As from 1 January 2010 Belgium applies these rules and decided to abandon the transitional withholding system that was set up for Belgium, Luxembourg and Austria.

Holders of our exchange notes should consult their own tax advisers regarding the implications of the Savings Directive in their particular circumstances.

Capital Gains

Capital gains realized with respect to the exchange notes are subject to Belgian tax only if the exchange notes are held as part of a taxable business activity in Belgium. Outside the framework of a taxable business activity in Belgium, capital gains realized with respect to the exchange notes may be taxable in Belgium if they are realized outside the framework of the normal management of a private estate and if the income is received in Belgium, although income tax treaties traditionally grant the sole taxing jurisdiction to the resident state in such case.

Transfer Taxes

A stamp tax may be levied at the rate of 0.07% on the sale and on the purchase and any other acquisition or transfer for consideration (including, for the avoidance of doubt, an exchange) of exchange notes in the Belgium secondary market, provided that such transaction is carried out through intermediation of a professional intermediary in Belgium. Such tax will be limited to a maximum amount of €500 per taxable transaction and per party. An exemption from this tax is available under Article 126/1, 2° of the Code on Miscellaneous Duties and Taxes as regards parties to securities trades who are intermediaries within the meaning of Article 2, 9° and 10° of the Law of August 2, 2002 on the supervision of the financial sector and financial services, acting for their own account, insurance undertakings within the meaning of Article 2, §1 of the Law of July 9, 1975 on supervision of insurance companies, institutions for occupational retirement provisions (instellingen voor bedrijfspensioenvoorziening / institutions de retraite professionnelle) within the meaning of Article 2, 1° of the Law of October 27, 2006 regarding the control of institutions for occupational retirement provisions, collective investment schemes or non-residents.

Material United States Federal Income Tax Considerations

IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS PROSPECTUS IS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; (B) SUCH DISCUSSION IS NOT INTENDED OR WRITTEN TO BE USED AND CANNOT BE USED BY ANY PERSON FOR THE PURPOSE OF AVOIDING ANY TAX PENALTIES THAT MAY BE IMPOSED ON SUCH PERSON UNDER THE CODE; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

The following is a summary of material U.S. federal income tax consequences of the exchange of old notes for exchange notes pursuant to this exchange offer and of ownership and disposition of exchange notes. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations promulgated or proposed thereunder, and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. This summary is not binding on the Internal Revenue Service (the “Service”) or on the courts, and no ruling will be sought from the Service with respect to the statements made and the conclusions reached in this summary. There can be no assurance that the Service will agree with such statements and conclusions.

This summary is limited to the U.S. federal income tax consequences of those persons who are the original beneficial owner of the notes, who exchange old notes for exchange notes in this exchange offer and who hold the

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old notes as capital assets within the meaning of Section 1221 of the Code, which we refer to as “Holders.” This summary does not address specific tax consequences that may be relevant to particular persons, including banks, financial institutions, broker-dealers, insurance companies, real estate investment trusts, regulated investment companies, partnerships or other pass-through entities, expatriates, tax-exempt organizations and persons that have a functional currency other than the U.S. dollar or persons in special situations, such as those who have elected to mark securities to market or those who hold the notes as part of a straddle, hedge, conversion transaction or other integrated investment. In addition, this summary does not address U.S. federal alternative minimum tax consequences, estate and gift tax consequences, consequences under the tax laws of any state, local or foreign jurisdiction, or consequences under any U.S. federal tax laws other than income tax law.

For purposes of this summary, the term “U.S. Holder” means a beneficial owner of a Note that is, or is treated as, for U.S. federal income tax purposes, (a) an individual who is a U.S. citizen or resident, (b) a corporation or other entity taxable as such created or organized under the laws of the United States or any political subdivision thereof, (c) an estate the income of which is subject to U.S. federal income tax on a net basis with respect to its worldwide income, or (d) a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership or other entity taxable as a partnership holds notes, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the notes, you should consult your tax advisor regarding the tax consequences of the exchange of old notes for exchange notes pursuant to this exchange offer.

This summary is for general information only. Persons considering the exchange of old notes for exchange notes, are urged to consult their own tax advisors concerning the U.S. federal income tax consequences to them of exchanging the notes and of holding and disposing of the notes, as well as the application of state, local and foreign tax laws and U.S. federal tax laws other than income tax law.

Exchange of an Old Note for an Exchange Note Pursuant to this Exchange Offer

The exchange of the old notes for the exchange notes in the exchange offer described herein will not constitute a significant modification of the terms of the old notes and thus will not constitute a taxable exchange for U.S. federal income tax purposes. Rather, the exchange notes will be treated as a continuation of the old notes. Consequently, a Holder will not recognize gain or loss upon receipt of the exchange notes in the exchange offer, the Holder’s basis in the exchange notes will be the same as its basis in the old notes immediately before the exchange, and the Holder’s holding period in the exchange notes will include its holding period in the old notes.

Taxation of Interest and Additional Amounts

Interest paid on a Note (including any Additional Amounts paid as a result of the imposition of Belgian withholding taxes or other amounts paid to or on behalf of the U.S. Holder (see “Descriptions of the Notes—Payment of Additional Amounts”)) will be included in the income of a U.S. Holder as ordinary interest income at the time it is treated as received or accrued, in accordance with the U.S. Holder’s regular method of tax accounting.

Foreign Tax Credits; Source

Interest received or accrued on the Notes (including Additional Amounts, if any (see “Description of the Notes—Payments of Additional Amounts”)) will constitute income from sources outside the United States. If Belgian withholding taxes are imposed, U.S. Holders will be treated as having actually received an amount equal to the amount of such taxes and as having paid such amount to the relevant taxing authority. As a result, the amount of interest income included in gross income by a U.S. Holder will be greater than the amount of cash actually received by the U.S. Holder. A U.S. Holder may be able, subject to certain generally applicable limitations, to claim a foreign tax credit or a deduction for Belgian withholding taxes imposed on payments of interest (including Additional Amounts). The calculation of U.S. foreign tax credits and, in the case of a U.S. Holder that elects to deduct foreign

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taxes, the availability of deductions involves the application of complex rules that depend on a U.S. Holder’s particular circumstances. U.S. Holders should, therefore, consult their tax advisors regarding the application of the U.S. foreign tax credit rules to interest income (including Additional Amounts) on the Notes.

Sale, Redemption, Retirement and Other Disposition of the Notes

In general, a U.S. Holder will recognize gain or loss on the sale, redemption, retirement or other disposition of a Note in an amount equal to the difference between (i) the amount realized (other than any amount attributable to accrued but unpaid stated interest, which will be taxable as such) and (ii) the U.S. Holder’s adjusted tax basis in the Note at the time. A U.S. Holder’s adjusted tax basis in a Note will generally equal the acquisition cost of such Note to the U.S. Holder. Gain or loss recognized on the sale, retirement or other disposition of a Note will generally be capital gain or loss. Net capital gains derived with respect to capital assets held for more than one year are eligible for reduced rates of taxation for certain non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to certain limitations. Gain recognized by a U.S. Holder on the sale or other disposition of a Note will generally be U.S.-source gain and loss so recognized will generally be allocated to reduce U.S. source income. Prospective investors should consult their tax advisors as to the U.S. tax and foreign tax credit implications of such sale, redemption, retirement or other disposition of a Note.

Back-up Withholding and Information Reporting

Payment of principal, premium and interest (including Additional Amounts, if any (see “Description of the Notes—Payments of Additional Amounts”)) on the Notes and the proceeds from sale or other disposition of the Notes by certain non-corporate holders may be subject to U.S. information reporting and backup withholding. A U.S. Holder generally will be subject to U.S. information reporting and backup withholding unless the recipient of such payment supplies an accurate taxpayer identification number, as well as certain other information, or otherwise establishes an exemption in the manner prescribed by law. The payment of principal, premium, or interest on or the proceeds from the disposition of Notes to or through a U.S. paying agent or the U.S. office of a broker will be subject to U.S. information reporting and backup withholding unless the owner certifies its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption. Back-up withholding is not an additional tax and is generally allowable as a refund or a credit against the holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes only where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days from the first effective date of the registration statement of which this prospectus is a part (or such earlier time when a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities), we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods or resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days from the first effective date of the registration statement of which this prospectus is a part (or such earlier time when a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities), we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests these documents in the letter of transmittal. We have agreed to pay all expenses incident to the performance of our obligations in relation to the exchange offer. We will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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ENFORCEMENT OF CIVIL LIABILITIES

Delhaize Group, the issuer of the exchange notes, is a Belgian company and substantially all of its directors and officers are residents of Belgium. Although Delhaize Group has substantial assets in the United States through its ownership of Delhaize America, a portion of its assets and of the assets of its directors and officers will be located outside of the United States. Consequently, U.S. investors may find it difficult in a suit based upon the civil liability provisions of U.S. federal securities laws to:

• effect service of process within the United States on Delhaize Group and its directors and officers outside of the United States;

• enforce judgments obtained in U.S. courts against Delhaize Group and its directors and officers in courts outside the United States; and

• enforce against Delhaize Group and its directors and officers in Belgium, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. federal securities laws.

The United States currently does not have a treaty with Belgium providing for the reciprocal recognition and enforcement of judgments, other than arbitral awards, in civil and commercial matters. Consequently, a final judgment rendered by any federal or state court in the United States, whether or not predicated solely upon U.S. federal or state securities laws, would not automatically be enforceable in Belgium. Actions for the enforcement of judgments of U.S. courts might be successful only if the Belgian court confirms the substantive correctness of the judgment of the U.S. court, and is satisfied that:

• the effect of the enforcement of judgment is not manifestly incompatible with Belgian public policy;

• the judgment did not violate the rights of the defendant;

• the judgment was not rendered in a matter where the parties transferred rights subject to transfer restrictions with the sole purpose of avoiding the application of the law applicable according to Belgian international law;

• the judgment is not subject to further recourse under U.S. law;

• the judgment is not incompatible with a judgment rendered in Belgium or with a subsequent judgment rendered abroad that might be enforced in Belgium;

• a claim was filed both outside Belgium and in Belgium, whereas the claim filed in Belgium is still pending;

• the Belgian courts did not have exclusive jurisdiction to rule on the matter;

• the U.S. court did not accept its jurisdiction solely on the basis of either the nationality of the plaintiff or the location of the disputed goods; and

• the judgment submitted to the Belgian court is authentic.

In addition, with regard to the enforcement through legal proceedings in Belgium (including the exequatur of foreign court decisions in Belgium), a registration tax at the rate of 3% of the amount of the judgment is payable by the debtor, if the sum of money which the debtor is ordered to pay by a Belgian court, or by a foreign court judgment that is either (i) automatically enforceable and registered in Belgium, or (ii) rendered enforceable by a Belgian court, exceeds €12,500. The registration tax is payable by the debtor. The creditor is jointly liable up to a maximum of one-half of the amount the creditor recovers from the debtor.

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LEGAL MATTERS

The validity of the exchange notes and certain matters relating to the offering will be passed upon for us by Freshfields Bruckhaus Deringer LLP, our Belgian counsel. Certain legal matters with respect to the exchange notes and the guarantees are being passed upon for us by Hunton & Williams LLP, Washington, D.C., who are acting as our New York, Florida and Delaware counsel. Certain legal matters with respect to the guarantees are being passed upon for us by the General Counsel of our subsidiary Delhaize America, LLC, who is acting as our North Carolina counsel; the in-house counsel of our subsidiary Hannaford Bros. Co., who is acting as our Maine counsel; Verrill Dana LLP, who are acting as our Massachusetts counsel; and Pierson Wadhams Quinn Yates & Coffrin, who are acting as our special Vermont counsel.

EXPERTS

The consolidated financial statements of Delhaize Group incorporated in this prospectus by reference from Delhaize Group’s annual report on Form 20–F for the year ended December 31, 2009, and the effectiveness of Delhaize Group’s internal control over financial reporting as of December 31, 2009, have been audited by DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises BVo.v.v.e. CVBA/SC s.f.d. SCRL, an independent registered public accounting firm and member of the Institut des Réviseurs d’Entreprises/Instituut der Bedrijfsrevisoren, as stated in their report which is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

With respect to our unaudited financial information for the nine-month period ended September 30, 2010 and 2009, incorporated in this prospectus, DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises BVo.v.v.e. CVBA/SC s.f.d. SCRL, an independent registered public accounting firm, reported that they have applied limited procedures for a review of such information in accordance with the standards of the Public Company Accounting Oversight Board (United States). However, their separate report included in Delhaize Group’s Report on Form 6-K/A dated as of January 7, 2011, incorporated by reference in this prospectus states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises BVo.v.v.e. CVBA/SC s.f.d. SCRL are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited interim financial information because that report is not a “report” or a “part” of a registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not offering the exchange notes in any jurisdiction where the offer is not permitted. We do not claim the accuracy of the information in this prospectus as of any date other than the date stated on the cover.

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)

(Delhaize Brothers and Co. “The Lion” (Delhaize Group))

Offer to Exchange

all outstanding 5.70% Senior Notes due 2040

($827,163,000 principal amount)

issued on October 8, 2010

for

5.70% Senior Notes due 2040

($827,163,000 principal amount)

which have been registered under the Securities Act of 1933

PROSPECTUS

We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained herein or in the documents we incorporate herein by reference. If you are given any information or representations about these matters that is not discussed or incorporated in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus offered hereby does not, under any circumstances, mean that there has not been a change in our affairs since the date hereof. It also does not mean that the information in this prospectus or in the documents we incorporate herein by reference is correct after this date.

Part II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. Indemnification of Directors and Officers

Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. Delhaize Group’s directors may be liable to Delhaize Group and to third parties for infringement of Delhaize Group’s articles of association or Belgian company law. Under certain circumstances, directors may be criminally liable. Delhaize Group maintains liability insurance for the benefit of its directors and executive officers.

In order to provide enhanced liability protection for its directors and to attract and retain highly qualified individuals to act as directors, Delhaize Group’s Board of Directors approved on May 3, 2005 the undertaking of Delhaize Group to indemnify Mr. Pierre-Olivier Beckers, Baron Georges Jacobs, Count Arnoud de Pret Roose de Calesberg, Count Richard Goblet d’Alviella, Mr. Robert J. Murray, Dr. William L. Roper and Mr. Didier Smits and all future directors to the maximum extent permitted by law, except if the liability or expense is covered by insurance taken by Delhaize Group or if the liability of a director would arise out of such director’s fraud or willful misconduct.

ITEM 21. Exhibits and Financial Schedules

A list of exhibits included as part of this Registration Statement is set forth on the Exhibit Index, which immediately precedes the exhibits and is incorporated by reference herein.

ITEM 22. Undertakings

Each of the undersigned registrants hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission, or the Commission, pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) To file a post-effective amendment to the registration statement to include any financial statements

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required by Item 8.A. of Form 20–F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that each registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (d) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(e) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(f) That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

(g) That, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and to arrange or provide for a facility in the United States for the purpose of responding to such requests. This include information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(i) To supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to

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directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that registrant will, unless in the opinion of its counsel the issue has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brussels, Kingdom of Belgium, on January 7, 2011.

ETABLISSEMENTS DELHAIZE FRÈRES ET CIE “LE LION” (GROUPE DELHAIZE)
By:	/s/ Pierre-Olivier Beckers
Name:	Pierre-Olivier Beckers
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Count Georges Jacobs	Chairman of the Board
Count Georges Jacobs
/s/ Pierre-Olivier Beckers	President and Chief Executive Officer, Director
Pierre-Olivier Beckers	(Principal Executive Officer)
/s/ Stéfan Descheemaeker	Executive Vice President and Chief Financial Officer
Stéfan Descheemaeker	(Principal Financial and Accounting Officer)
/s/ G. Linn Evans	Vice President
G. Linn Evans	(Authorized Representative in the United States)
/s/ Claire H. Babrowski	Director
Claire H. Babrowski
	Director
Count Arnoud de Pret Roose de Calesberg

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Signature	Title
/s/ François Cornélis	Director
François Cornélis
/s/ Jacques de Vaucleroy	Director
Jacques de Vaucleroy
/s/ Hugh G. Farrington	Director
Hugh G. Farrington
/s/ Count Richard Goblet d’Alviella	Director
Count Richard Goblet d’Alviella
/s/ Robert J. Murray	Director
Robert J. Murray
/s/ Didier Smits	Director
Didier Smits
/s/ Jack L. Stahl	Director
Jack L. Stahl
/s/ Baron Luc Vansteenkiste	Director
Baron Luc Vansteenkiste

S-2

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salisbury, State of North Carolina, on January 7, 2011.

DELHAIZE US HOLDING, INC.
By:	/s/ Garrett D. Bowne, IV
Name:	Garrett D. Bowne, IV
Title:	Treasurer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Pierre-Olivier Beckers	President and Director
Pierre-Olivier Beckers	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer and Director
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Michael R. Waller	Secretary and Director
Michael R. Waller

S-3

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salisbury, State of North Carolina, on January 7, 2011.

DELHAIZE AMERICA, LLC
By:	/s/ Garrett D. Bowne, IV
Name:	Garrett D. Bowne, IV
Title:	Vice President, Finance, Treasurer and Operations Controller

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Richard Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Pierre-Olivier Beckers	President and Chief Executive Officer, Director
Pierre-Olivier Beckers	(Principal Executive Officer)
/s/ Stéfan Descheemaeker	Executive Vice President and Chief Financial
Stéfan Descheemaeker	Officer (Principal Financial Officer)
/s/ Carol M. Herndon	Executive Vice President—Accounting and Analysis
Carol M. Herndon	Chief Accounting Officer
	(Principal Accounting Officer)

S-4

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salisbury, State of North Carolina, on January 7, 2011.

FOOD LION, LLC
By:	/s/ G. Linn Evans
Name:	G. Linn Evans
Title:	Senior Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Catherine Green Burns	President and Manager
Catherine Green Burns	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Pierre-Olivier Beckers	Manager
Pierre-Olivier Beckers
/s/ G. Linn Evans	Manager
G. Linn Evans

S-5

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

HANNAFORD BROS. CO.
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Beth Newlands Campbell	President
Beth Newlands Campbell	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Ronald C. Hodge	Director
Ronald C. Hodge

S-6

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

KASH N’ KARRY FOOD STORES, INC.
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Secretary and Assistant Treasurer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Michael T. Vail	President and Chief Operating Officer
Michael T. Vail	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Ronald C. Hodge	Chairman and Director
Ronald C. Hodge

S-7

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salisbury, State of North Carolina, on January 7, 2011.

FL FOOD LION, INC.
By:	/s/ G. Linn Evans
Name:	G. Linn Evans
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Catherine Green Burns	President and Director
Catherine Green Burns	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer and Assistant Secretary
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Derrick Penick	Director
Derrick Penick
/s/ G. Linn Evans	Secretary and Director
G. Linn Evans

S-8

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salisbury, State of North Carolina, on January 7, 2011.

RISK MANAGEMENT SERVICES, INC.
By:	/s/ G. Linn Evans
Name:	G. Linn Evans
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Michael A. Harris	President and Director
Michael A. Harris	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Robert J. Stapleton	Director
Robert J. Stapleton
/s/ G. Linn Evans	Director
G. Linn Evans

S-9

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

HANNBRO COMPANY
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Beth Newlands Campbell	President and Director
Beth Newlands Campbell	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer and Director
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Lisa K. Toner	Secretary and Director
Lisa K. Toner

S-10

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

MARTIN’S FOODS OF SOUTH BURLINGTON, INC.
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Assistant Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Beth Newlands Campbell	President and Director
Beth Newlands Campbell	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer and Director
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Lisa K. Toner	Assistant Secretary and Director
Lisa K. Toner

S-11

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

BONEY WILSON & SONS, INC.
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Beth Newlands Campbell	President and Director
Beth Newlands Campbell	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer and Director
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Lisa K. Toner	Secretary and Director
Lisa K. Toner

S-12

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salisbury, State of North Carolina, on January 7, 2011.

J.H. HARVEY CO., LLC
By:	/s/ G. Linn Evans
Name:	G. Linn Evans
Title:	Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Thomas J. Robinson	President and Chief Operating Officer and Manager
Thomas J. Robinson	(Principal Executive Officer)
/s/ Catherine Green Burns	Manager
Catherine Green Burns
/s/ Garrett D. Bowne, IV	Treasurer
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ G. Linn Evans	Manager
G. Linn Evans

S-13

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

HANNAFORD LICENSING CORP.
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Beth Newlands Campbell	President and Director
Beth Newlands Campbell	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer and Director
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Lisa K. Toner	Secretary and Director
Lisa K. Toner

S-14

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scarborough, State of Maine, on January 7, 2011.

VICTORY DISTRIBUTORS, INC.
By:	/s/ Lisa K. Toner
Name:	Lisa K. Toner
Title:	Secretary

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Garrett D. Bowne, IV and G. Linn Evans, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power to act without the other and with full power of substitution and resubstitution, for such person and on such person’s behalf and in such person’s name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this registration statement under the Securities Act, including any and all amendments (including post-effective amendments and amendments thereto) to this registration statement and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or such person’s substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 7, 2011.

Signature	Title
/s/ Beth Newlands Campbell	President
Beth Newlands Campbell	(Principal Executive Officer)
/s/ Garrett D. Bowne, IV	Treasurer
Garrett D. Bowne, IV	(Principal Financial and Accounting Officer)
/s/ Cristin Sutherland	Director
Cristin Sutherland

S-15

INDEX TO EXHIBITS

The following is a complete list of exhibits filed as part of this registration statement:

Exhibit No.	Description
3.1	Articles of Association of Delhaize Group (English translation)
4.1	Cross Guarantee Agreement, dated May 21, 2007, by and among Delhaize Group, Delhaize America, Inc., Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and Victory Distributors, Inc. (incorporated by reference to Exhibit 99.2 to Delhaize Group’s Report on Form 6-K, filed on May 29, 2007)
4.2	Joinder Letter Agreement, dated December 18, 2009, by Delhaize US Holding, Inc., whereby Delhaize US Holding, Inc. agrees to be bound as a Guarantor by all of the terms, covenants and conditions set forth in the Cross-Guarantee Agreement (incorporated by reference to Exhibit 4.7 to Delhaize Group’s annual report on Form 20-F, filed on June 28, 2010)
4.3	Indenture, dated as of October 8, 2010, by and between Delhaize Group and The Bank of New York Mellon, as trustee
4.4	Form of Global Security representing Delhaize Group’s 5.70% Senior Notes due 2040 (incorporated by reference to Exhibit A of the Indenture attached as Exhibit 4.3 hereto)
4.5	Deposit Agreement, dated as of October 8, 2010, by and among Delhaize Group, The Bank of New York Mellon, as CDI Depositary, and the Owners of Book-Entry Interests
4.6	Agency Agreement, dated as of October 8, 2010, by and among Delhaize Group, ING Belgium SA/NV and The Bank of New York Mellon
4.7	Registration Rights Agreement, dated as of October 8, 2010, by and among Delhaize Group, certain Guarantors, and Banc of America Securities LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.
5.1	Opinion of Freshfields Bruckhaus Deringer LLP, Brussels, Belgium
5.2	Opinion of Hunton & Williams LLP, Washington, D.C.
5.3	Opinion of General Counsel of Delhaize America, LLC, Salisbury, North Carolina
5.4	Opinion of in-house counsel to Hannaford Bros. Co., Scarborough, Maine
5.5	Opinion of Verrill Dana LLP, Portland, Maine
5.6	Opinion of Pierson Wadhams Quinn Yates & Coffrin, Burlington, Vermont
10.1	Indenture, dated as of April 15, 2001, by and among Delhaize America, Food Lion, LLC and The Bank of New York, as trustee (Filed as Exhibit 10.1 to Delhaize America’s current report on Form 8-K/A (File No. 1-15275) filed with the SEC on April 26, 2001 and incorporated by reference herein)

E-1

Exhibit No.	Description
10.2	First Supplemental Indenture, dated as of April 19, 2001, by and among Delhaize America, Food Lion, LLC and The Bank of New York, as trustee (Filed as Exhibit 10.2 to Delhaize America’s current report on Form 8-K/A (File No. 1-15275) filed with the SEC on April 26, 2001 and incorporated by reference herein)
10.3	Second Supplemental Indenture, dated as of September 6, 2001, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc. and The Bank of New York, as Trustee (Filed as Exhibit 4(e) to Delhaize America’s Registration Statement on Form S-4 (File No. 333-69520) filed with the SEC on September 17, 2001 and incorporated by reference herein)
10.4	Form of Third Supplemental Indenture, dated as of November 15, 2001, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop N Save-Mass., Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc. and The Bank of New York, as Trustee (Filed as Exhibit 4(f) of Amendment No. 2 to Delhaize America’s Registration Statement on Form S-4 (File No. 333-69520) filed with the SEC on November 15, 2001 and incorporated by reference herein)
10.5	Fourth Supplemental Indenture, dated March 10, 2004 and effective as of December 31, 2003, by and among Delhaize America, Inc., Food Lion, LLC, Hannaford Bros. Co, Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and The Bank of New York, as Trustee (Filed as Exhibit 4(h) to Delhaize America’s annual report on Form 10-K (File No. 0-6080) filed with the SEC on April 2, 2004 and incorporated by reference herein)
10.6	Fifth Supplemental Indenture, dated as of May 17, 2005, by and among Delhaize America, Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., Fl Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods Of South Burlington, Inc., Shop ‘N Save-Mass., Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., Victory Distributors, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4 to Delhaize America’s Quarterly Report on Form 10-Q filed May 17, 2005)
10.7	Agreement of Resignation, Appointment and Acceptance, dated as of April 19, 2006, among Delhaize America, the guarantors signatory thereto, and The Bank of New York, as resigning trustee, and The Bank of New York Trust Company, N.A., as new trustee (incorporated by reference to Exhibit 4(k) to Delhaize America’s Annual Report on Form 10-K filed March 30, 2007)
10.8	Sixth Supplemental Indenture, dated as of May 21, 2007, among Delhaize America, Inc, as issuer, Delhaize Group, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Shop ‘n Save-Mass, Inc., Hannaford Procurement Corp., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp. and Victory Distributors, Inc. and The Bank of New York Trust Company N.A., as Trustee, to that certain Indenture, dated as of April 15, 2001 (incorporated by reference to Exhibit 99.5 to Delhaize Group’s Report on Form 6-K, filed on May 29, 2007)

E-2

Exhibit No.	Description
10.9	Seventh Supplemental Indenture, dated as of December 17, 2009, among Delhaize America, Inc., Delhaize Group, Food Lion, LLC, Hannaford Bros. Co., Kash n’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J. H. Harvey Co., LLC, Hannaford Licensing Corp., Victory Distributors, Inc., and The Bank of New York Mellon Trust Company, N.A., as Trustee, to that certain Indenture, dated as of April 15, 2001
10.10	Indenture, dated as of June 27, 2007, by and among Delhaize Group and The Bank of New York, as trustee (incorporated by reference to Exhibit 2.11 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
10.11	Indenture, dated as of June 27, 2007, by and among Delhaize Group and The Bank of New York, as trustee (incorporated by reference to Exhibit 2.12 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
10.12	Deposit Agreement, dated as of June 27, 2007, among Delhaize Group, The Bank of New York and the owners of book-entry interests (incorporated by reference to Exhibit 2.13 to Delhaize Group’s Annual Report on Form 20-F, filed on June 29, 2007)
10.13	Indenture, dated as of February 2, 2009, by and between Delhaize Group and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.5 to Delhaize Group’s Report on Form 6-K, filed on February 6, 2009)
10.14	First Supplemental Indenture, dated as of February 2, 2009, by and between Delhaize Group and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.6 to Delhaize Group’s Report on Form 6-K, filed on February 6, 2009)
10.15	Form of Global Security representing Delhaize Group SA/NV’s 5.875% Senior Notes due 2014 (incorporated by reference to Exhibit 4.7 to Delhaize Group’s Report on Form 6-K, filed on February 6, 2009)
10.16	Deposit Agreement, dated as of February 2, 2009, by and among Delhaize Group, The Bank of New York Mellon and the owners of book-entry interests (incorporated by reference to Exhibit 4.9 to Delhaize Group’s Report on Form 6-K, filed on February 6, 2009)
10.17	Agreement and Plan of Share Exchange dated November 16, 2000 by and between Delhaize Group and Delhaize America, as amended (included as Annex A to Delhaize Group’s registration statement on Form F-4 (File No. 333-13302) filed with the SEC on March 23, 2001 and incorporated by reference herein)
10.18	Fiscal Agency Agreement dated May 18, 1999 between Delhaize Group, as issuer, Banque Bruxelles Lambert S.A., as fiscal agent, and Banque Bruxelles Lambert S.A. and Banque Générale du Luxembourg S.A., as paying agents (Filed as Exhibit 10.2 to Delhaize Group’s registration statement on Form F-4 (File No. 333-13302) filed with the SEC on March 23, 2001 and incorporated by reference herein)
10.19	Revolving Credit Agreement dated November 4, 1999 among Delhaize Group, Delhaize The Lion Coordination Center and Fortis Banque (Filed as Exhibit 10.4 to Delhaize Group’s registration statement on Form F-4 (File No. 333-13302) filed with the SEC on March 23, 2001 and incorporated by reference herein)

E-3

Exhibit No.	Description
10.20	Fiscal Agency Agreement dated February 13, 2001 between Delhaize “The Lion” Nederland B.V., as issuer, Delhaize Group, as guarantor, Fortis Bank nv-sa, as fiscal agent, and Banque Générale du Luxembourg S.A. and Fortis Bank nv-sa, as paying agents (Filed as Exhibit 10.5 to Delhaize Group’s registration statement on Form F-4 (File No. 333-13302) filed with the SEC on March 23, 2001 and incorporated by reference herein)
10.21	Fiscal Agency Agreement dated May 20, 2002 between Delhaize Finance B.V., as issuer, Delhaize Group, as guarantor, Fortis Bank NV-SA, as fiscal agent, and Banque Générale du Luxembourg S.A., Fortis Bank (Nederland) N.V. and Fortis Bank NV-SA, as paying agents (Filed as Exhibit 4.6 to Delhaize Group’s annual report on Form 20-F (File No. 333-13302) filed with the SEC on June 30, 2003 and incorporated by reference herein)
10.22	Second Amended and Restated Credit Agreement, dated as of December 1, 2009, among Delhaize America, Inc., as borrower, Delhaize Group, as guarantor, the subsidiary guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender (incorporated by reference to Exhibit 99.1 to Delhaize Group’s Report on Form 6-K, filed on December 4, 2009)
10.23	Guaranty Supplement, dated as of December 18, 2009, between Delhaize US Holding, Inc., as a new Guarantor under the Second Amended and Restated Credit Agreement dated as of December 1, 2009, and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 4.9 to Delhaize Group’s annual report on Form 20-F, filed on June 28, 2010)
10.24	Amendment dated as of March 11, 2010 to Second Amended and Restated Credit Agreement dated as of December 1, 2009, among Delhaize America, LLC, as Borrower, Delhaize Group and Delhaize US Holding, Inc., as Parents and Guarantors, the Subsidiary Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, and Bank of America, N.A. and Fortis Capital Corp., as Syndication Agents, Issuing Banks and Swingline Lenders and Morgan Stanley MUFG Loan Partners, LLC, as Documentation Agent (incorporated by reference to Exhibit 4.10 to Delhaize Group’s annual report on Form 20-F, filed on June 28, 2010)
10.25	Form of Amended and Restated Deposit Agreement among Delhaize Group, Citibank, N.A. and the holders and beneficial owners of American depositary shares issued thereunder (Filed as Exhibit (a) to Delhaize Group’s registration statement on Form F-6 (File No. 333-156798) filed with the SEC on January 20, 2009 and incorporated by reference herein)
12.1	Statement regarding computation of ratios
15.1	Letter from Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises BVo.v.v.e. CVBA/SC s.f.d. SCRL regarding unaudited interim financial information
21.1	Subsidiaries of Delhaize Group (as of December 31, 2006) (incorporated by reference to Exhibit 8.1 to Delhaize Group’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009)
23.1	Consent of Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises BVo.v.v.e. CVBA/SC s.f.d. SCRL
23.2	Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.1)
23.3	Consent of Hunton & Williams LLP (included in Exhibit 5.2)
23.4	Consent of General Counsel of Delhaize America, LLC (included in Exhibit 5.3)

E-4

Exhibit No.	Description
23.5	Consent of in-house counsel to Hannaford Bros. Co. (included in Exhibit 5.4)
23.6	Consent of Verrill Dana LLP (included in Exhibit 5.5)
23.7	Consent of Pierson Wadhams Quinn Yates & Coffrin (included in Exhibit 5.6)
25.1	Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939 of The Bank of New York
99.1	Form of Letter of Transmittal

E-5

EX-3.1

Exhibit 3.1

For information purposes only

UNOFFICIAL TRANSLATION

DELHAIZE BROTHERS AND Co. “THE LION” (DELHAIZE GROUP)

In French ETABLISSEMENTS DELHAIZE FRERES ET Cie

“LE LION” (GROUPE DELHAIZE)

In Dutch GEBROEDERS DELHAIZE EN Cie “DE LEEUW” (DELHAIZE GROEP)

Public company (“société anonyme”)

at Molenbeek-Saint-Jean, rue Osseghem 53

Jurisdiction of the Courts of Brussels

Company register 0402206045.

Coordination of the Articles of association as of December 21^st, 2010

PART ONE – CHARACTER OF THE COMPANY

ARTICLE ONE – FORM AND CORPORATE NAME

The company is a public company (“société anonyme”) calling or having called for public savings. Its corporate name is “ETABLISSEMENTS DELHAIZE FRERES ET Cie “LE LION” (GROUPE DELHAIZE)”, in Dutch “GEBROEDERS DELHAIZE EN Cie “DE LEEUW” (DELHAIZE GROEP)” and in English “DELHAIZE BROTHERS AND Co. “THE LION” (DELHAIZE GROUP)”, in abridged “GROUPE DELHAIZE”, in Dutch “DELHAIZE GROEP” and in English “DELHAIZE GROUP”, the company being allowed to use its full corporate name or any of its abridged corporate names.

ARTICLE TWO – CORPORATE PURPOSE

The corporate purpose of the company is the trade of durable or non-durable merchandise and commodities, of wine and spirits, the manufacture and sale of all articles of mass consumption, household articles, and others, as well as all service activities.

The company may carry out in Belgium or abroad all industrial, commercial, movable, real estate, or financial transactions that favor or expand directly or indirectly its industry and trade.

It may acquire an interest, by any means whatsoever, in all businesses, corporations, or enterprises with an identical, similar or related corporate purpose or which favor the development of its enterprise, acquire raw materials for it, or facilitate the distribution of its products.

ARTICLE THREE – REGISTERED OFFICES

The registered offices are located at Molenbeek-Saint-Jean, rue Osseghem 53.

The registered offices may be transferred to any other location in Belgium by mere decision of the board of directors.

The company may, by mere decision of the board of directors, establish administrative offices, branches, workshops, agencies, and seats in Belgium or elsewhere.

Any change of the registered offices is published in the Appendix of the Official Gazette at the initiative of the board of directors.

ARTICLE FOUR – DURATION

The duration of the company is unlimited.

The shareholders meeting may decide to wind up the company in compliance with the procedure applicable for amending the articles of association.

PART TWO – SHARE CAPITAL

ARTICLE FIVE – CAPITAL

The corporate share capital amounts to fifty million seven hundred seventy seven thousand six hundred forty euros fifty cents (EUR 50,777,640.50)

It is divided into 101,555,281 ordinary shares, without nominal value, representing each 1/101,555,281^st of the company assets.

Multiple certificates representative of several ordinary shares may be issued.

The shareholders meeting may decide to split company shares at any time in compliance with the procedure applicable for amending the articles of association.

ARTICLE SIX – INDIVISIBILITY OF SHARES

The shares are indivisible and the company recognizes only one owner per share.

If there are joint owners of a share, the company is entitled to suspend the exercise of the rights vested in this share until one person has been appointed in writing by all the co-owners to exercise those rights.

The rights vested in shares, which are subject to usufruct or pledge, are exercised respectively by the usufructuary and the owner who has pledged them, unless an agreement to the contrary is signed by all interested parties and notified to the company.

ARTICLE SEVEN – MODIFICATION OF THE SHARE CAPITAL

The shareholders meeting may decide to increase or decrease the share capital in one or several times in compliance with the procedure provided for by legal provisions in force.

The board of directors determines the rate and conditions of issuance of new shares in the event of a share capital increase.

Should the board of directors decide to issue new shares without nominal value below the par value of the existing shares, such circumstance must be mentioned in the notice of the shareholders meeting.

Should the share capital be increased with an issuance premium, the amount of such premium must be fully paid up upon subscription.

Should the share capital be increased by contributions in cash, the holders of convertible bonds or subscription rights may respectively convert their bonds or exercise their subscription rights and possibly benefit from the issuance of new shares as if they were shareholders, provided such benefit is granted to existing shareholders.

The board of directors may, at its own discretion, enter into any agreement providing for the subscription of all or part of the new shares to be issued, safe for the application of the preemptive rights.

2

In case of a share capital increase, the new shares to be subscribed in cash must be offered by preference to existing shareholders in proportion to the number of shares that each one of them owns and in accordance with legal provisions in force.

However, such preemptive right may be limited or withdrawn by the shareholders meeting, acting in the interest of the company, in compliance with the procedure provided for amending the articles of association.

In such case, a specific mention of this proposal must be made in the notice of the meeting, and the board of directors and the statutory auditor or, in his absence, a certified public accountant appointed by the board of directors, must prepare the reports provided for by legal provisions in force. These reports must be deposited at the office of the competent commercial court, referred to in the agenda and communicated to the shareholders.

ARTICLE EIGHT – AUTHORIZED CAPITAL

A. The board of directors is authorized to increase the share capital in one or several times up to the amount of nine million six hundred seventy eight thousand eight hundred ninety seven Euros (EUR 9,678,897) on the dates and pursuant to the terms decided by the board of directors for a period of five years as from the date of publication of this authorization in the Belgian Official Gazette.

This authorization is renewable according to the terms provided for by law.

The board is authorized to increase the capital as mentioned above, by contributions in cash or, to the extent permitted by law, by contributions in kind, or by incorporation of the available or unavailable reserves or the issuance premium account. In the latter cases, such increase may occur with or without issuance of new shares.

The increase of the share capital may also be achieved by the issuance of convertible bonds or subscription rights – whether or not attached to other securities – which may cause the creation of new shares in compliance with the legal provisions in force.

In case of a share capital increase, the board of directors is authorized to limit or revoke, in the interest of the company, the preferential right provided for by legal provisions in force, including to the benefit of one or more specific persons, whether or not employees of the company or its subsidiaries.

B. Whenever the share capital increase decided by the board of directors involves an issuance premium, the amount of such premium is, after possible deduction of costs, allocated to a blocked account which constitutes, together with the share capital, the guarantee of third parties and may only be reduced or suppressed by decision of the shareholders meeting with the quorum and majority requirements provided for a decrease in capital, without prejudice to the board of directors’ ability to incorporate said account into the share capital pursuant to section A above.

ARTICLE NINE – ACQUISITION, PLEDGE AND TRANSFER OF OWN SHARES

The company may acquire or hold in pledge its own shares in compliance with legal provisions in force. The board of directors is authorized to transfer through public or private transactions the shares that the company acquired, under conditions determined by the board of directors, without the prior approval of the shareholders meeting, in compliance with legal provisions in force.

The above-mentioned authorizations also relate to acquisitions and transfers of shares of the company by its direct subsidiaries, as such subsidiaries are defined by legal provisions on acquisition of shares of the parent company by its subsidiaries, and are renewable in compliance with legal provisions in force.

3

On May 28, 2009, the extraordinary general meeting authorized the board of directors to acquire up to ten percent (10%) of the outstanding shares of the company at a minimum unit price of one Euro (EUR 1) and at a maximum unit price not higher than twenty percent (20%) above the highest closing stock market price of the company’s shares on Euronext Brussels during the twenty trading days preceding such acquisition. Such authorization has been granted for a period of two (2) years as from the date of the extraordinary general meeting of May 28, 2009 and extends to the acquisition of shares of the company by its direct subsidiaries, as such subsidiaries are defined by legal provisions on acquisition of shares of the parent company by its subsidiaries.

ARTICLE TEN – CALLS OF FUNDS

Shares that have not been fully paid up may not be transferred, unless the board of directors has previously approved the transferee.

The board of directors may at its own discretion call funds relating to shares that have not been not fully paid up.

If a shareholder fails to pay called funds one month after he is sent a notice by registered mail, such shareholder will be required to pay without further notice an interest equal to the legal interest rate as from the day of the due date until full payment.

If a shareholder further fails to pay called funds one month after a second call of funds, the board of directors may declare the forfeiture of such shareholder and have his securities sold on the stock exchange, via the agency of an investment company or a credit institution, without prejudice to the right to claim any sum due, as well as damages and interest.

The voting rights pertaining to unpaid shares are automatically suspended so long as called payments, duly made and claimable, have not been made.

ARTICLE ELEVEN – NATURE OF THE SECURITIES

Securities are in bearer, registered or dematerialized form. Securities that are not entirely paid up shall remain in registered form.

Holders of securities may request at their expense the conversion of securities to registered form at any time or to dematerialized form at any time as of January 1, 2008.

Bearer securities deposited in a securities account as of January 1, 2008 will be automatically converted to dematerialized form as from that date. Bearer securities that are held in physical form on January 1, 2008 and are subsequently deposited in a securities account at a later date shall be automatically converted to dematerialized form at such later date. Bearer securities that shall not have been deposited in a securities account shall be converted at the choice of their holder to registered or dematerialized form by December 31, 2013.

The register of registered shares, the register of registered subscription rights and the register of any registered bonds issued by the company are held in electronic form. The board of directors may decide to outsource the maintenance and administration of any electronic register to a third party. All entries in the registers, including transfers and conversions, can validly be made on the basis of documents or instructions which the transferor, transferee and/or holder of the securities, as applicable, may send electronically or by other means, and the company may accept and enter any transfer in the registers resulting from correspondence or other documents evidencing the consent of the transferor and the transferee.

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ARTICLE TWELVE – SHAREHOLDINGS DISCLOSURES

Any person or legal entity, which owns or acquires securities of the company granting voting right, whether representing the share capital or not, must disclose to the company and to the Banking and Finance Commission, in compliance with legal provisions in force, the number of securities that such person or legal entity owns, alone or jointly with one or several other persons or legal entities, when the voting rights attached to such securities amount to three (3,-) per cent or more of the total of the voting rights existing when the situation triggering the disclosure obligation occurs.

Such person or legal entity must also do so in the event of a transfer, or an additional acquisition, of securities referred to in the preceding paragraph when, after such transaction, the voting rights attached to securities that it owns amount to five (5,-) per cent, ten (10,-) per cent, and so on by blocks of five (5,-) per cent of the total of the voting rights existing when the situation triggering the disclosure obligation occurs, or when the voting rights attached to securities that it owns fall below one of those thresholds or below the threshold referred to in the preceding paragraph.

Any person or legal entity which acquires or transfers, alone or jointly, the direct or indirect control of a corporation which owns three (3,-) per cent at least of the voting rights of the company must disclose such acquisition or transfer to the company and to the Banking and Finance Commission in compliance with legal provisions in force.

A disclosure is also required when, as a result of events changing the breakdown of voting rights, the percentage of the voting rights attached to the voting right securities reaches, exceeds or falls below the thresholds provided for in the first and second paragraphs above, even when no acquisition or disposal of securities has occurred. A similar disclosure is also required when persons or legal entities enter into, modify or terminate an agreement of action in concert, when as result thereof, the percentage of the voting rights subject to the action in concert or the percentage of the voting rights of one of the parties to the agreement of action in concert reaches, exceeds or falls below the thresholds mentioned in the first and second paragraphs above.

Disclosure statements relating to the acquisition or transfer of securities which are made pursuant to this article must be addressed to the Banking and Finance Commission and to the board of directors of the company at the latest the fourth trading day following the day on which (i) the person or legal entity learns of the acquisition or the disposal or the possibility of exercising voting rights, or, having regard to the circumstances, should have learned it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect, (ii) the person or legal entity is informed of the event changing the break down of voting rights, (iii) an agreement of action in concert is entered into, modified or terminated, or (iv) for securities acquired by succession, the succession is accepted by the heir, as the case may be, under the benefit of inventory.

Unless otherwise provided by legal provisions in force, no one will be allowed to vote at the shareholders meeting a number of securities greater than the number validly disclosed at the latest twenty days before such meeting, in compliance with legal provisions in force and with these articles of association, it being understood that a shareholder will in any event be allowed to vote a number of securities that does not exceed three (3,-) per cent of the total of the voting rights existing on the day of the shareholders meeting or which is between two successive thresholds.

5

PART THREE – ADMINISTRATION AND AUDITING

ARTICLE THIRTEEN – COMPOSITION OF THE BOARD OF DIRECTORS

The company is managed by a board consisting in at least three members, whether shareholders or not, individual or legal entity, appointed for a maximum term of six years by the shareholders meeting and at all times removable by the latter.

The director that is a legal entity notifies to the company the identity of the individual and, as the case may be, of its substitute, appointed to represent permanently such legal entity at the meetings of the board of directors. Without prejudice to article 17, such individual may not be chosen among the directors of the company.

Outgoing directors may be reelected.

The term of outgoing but yet not reelected directors ceases immediately after the shareholders meeting convened to elect their possible successor.

ARTICLE FOURTEEN – VACANCY

Should there be one or several vacancies among directors before the end of a term as a result of death, resignation or any other cause, all remaining directors are authorized to fill the vacancy temporarily.

In such case, the shareholders meeting decides on the definitive appointment at its next meeting.

The director appointed in the aforementioned circumstances completes the term of the director he is replacing.

ARTICLE FIFTEEN – CHAIRMANSHIP

The board of directors elects a chairman among its members and, as the case may be, a vice-chairman.

ARTICLE SIXTEEN – MEETINGS

The board of directors meets when convened by its chairman and under its chairmanship or, if the latter is unable to attend, under the chairmanship of the vice-chairman if a vice-chairman has been elected, or under the chairmanship of a director appointed by his peers.

The board meets every time required by the interest of the company or whenever requested by two directors.

Meetings take place at the location indicated in the notice.

Notices of the meetings of the board of directors are properly given in writing, by telecopy, by electronic mail or by phone.

The board meeting may be held by conference call or any other means of communication. In such case, it is deemed to take place at the registered offices.

In any case, the director who may not physically attend the board meeting may participate in the deliberation by phone, videoconference or any other similar means of communication.

6

In the circumstances referred to in paragraphs 5 and 6 above, the vote of the director who was not physically present will be confirmed either by executing the minutes of the board meeting in which he participated without being physically present, or by telecopy addressed to the registered offices of the company.

Notices must be made three days in advance safe in case of emergency, which must be justified in the minutes.

In case of emergency, decisions of the board of directors may be adopted in writing by unanimous written consent of the directors, to the extent permitted by law.

ARTICLE SEVENTEEN – DELIBERATION

The board of directors may only deliberate and resolve if half of its members at least are present or represented.

Any director who is excused or absent may authorize one of his peers in writing, by telegram, telecopy or any other form of written proxy to represent him at board meetings and to vote on his behalf. In such case, the represented director is deemed present.

However, no proxy holder may represent more than one director at a time.

Decisions of the board of directors are adopted by majority vote.

In case of equality of vote casts, the vote of the chairman of the meeting will prevail.

In case of conflict of interests, the directors will comply with legal provisions in force.

If, during a board meeting complying with the quorum requirement set forth above, one or more present or represented directors must abstain as a result of the preceding paragraph, resolutions are validly adopted by a majority vote of the other present or represented directors.

ARTICLE EIGHTEEN – MINUTES

The deliberations of the board of directors are recorded in minutes signed by a majority of directors participating in the meeting.

Such minutes are recorded in a special register.

Proxies are attached thereto.

Extracts and copies under private seal of such minutes, to be submitted to a court or elsewhere, are signed by one director or by a member of the management referred to in article 21.

ARTICLE NINETEEN – POWERS OF THE BOARD

The board of directors is vested with the broadest powers to accomplish all necessary or useful acts in order to achieve the corporate purpose of the company. It is empowered to carry out any act that is not reserved by law to the shareholders’ meeting. It is notably empowered to conclude any loan by means of credit or otherwise, even by issuance of bonds, provided that they are neither convertible nor with a subscription right attached, unless expressly authorized to do so by the shareholders’ meeting in compliance with legal provisions in force.

7

The board of directors creates within the board an audit committee vested with the authority to permanently monitor the tasks performed by the statutory auditor and to perform such additional functions as may be provided for by the board of directors. The board of directors may create other committees vested with such authority as the board of directors will determine.

ARTICLE TWENTY – DELEGATION OF POWER

The board of directors may entrust the day-to-day management of the company and the representation relating to such management, including the hiring, dismissal and determination of wage of staff members, to one or several directors, whether they bear the title of managing director or not, or to one or several members of the management, whether chosen among the directors or not, who may be granted variable or invariable fees to be charged on the general expenses of the company.

Such fees, as well as all other terms, notably any severance pay, must be provided for in a special contract approved by the board of directors, all directors in charge of a permanent position in the company abstaining.

Nonetheless, the board of directors approves the hiring, appointment and dismissal of company officers in charge of the corporate and financial policy of the company, on proposal of the person(s) in charge of the day-to-day management, if any.

The board, or within the day-to-day management, a person in charge of the day-to-day management, are each authorized to grant authority to certain directors or other individuals for specific purposes. The proxy holder binds the company within the limits of his or her proxy.

ARTICLE TWENTY-ONE – REPRESENTATION OF THE COMPANY

Towards third parties and before a court, the company is represented by two directors acting jointly, or by one director acting jointly with one of the members of the management of the company appointed for such purpose by the board of directors. The board of directors ensures that the identity of the members of the management entitled to represent the company jointly with one director is published in the Appendix of the Official Gazette.

ARTICLE TWENTY-TWO – OTHER POSITION

Managing directors or members of the management may not accept another managing or administrative position, whether remunerated or not, from any other entity or company, unless especially authorized by the board of directors.

A director or officer may consider a position of director for another company only to the extent that such position will not affect his duties for the benefit of the company, which must remain effective and permanent at all times.

ARTICLE TWENTY-THREE – OTHER REMUNERATED POSITIONS

Should a director or any other representative of the company be commissioned in order to represent the company with another entity or company, the pays and advantages relating to such position lead to a proportional reduction of his wages.

ARTICLE TWENTY-FOUR – AUDITING

Control over the company must be entrusted to one or more auditors. They are appointed for a renewable term of three years and may be removed by a shareholders meeting.

8

Auditors are chosen among the members, whether individuals or legal entities, of the Company Auditors Institute (Institut des Reviseurs d’Entreprises).

The shareholders meeting determines the number of auditors and their remuneration.

If there are no auditors or if all auditors are unable to perform their duties, the board of directors immediately convenes a shareholders meeting in order to have new auditors appointed.

ARTICLE TWENTY-FIVE – DUTIES OF AUDITORS

Auditors have jointly or individually an unlimited right to audit the financial situation and the balance sheet, and to control whether the operations recorded in the annual accounts are in compliance with legal provisions in force and the articles of association. They are entitled to be granted at any time access to the records, correspondence, minutes and, generally, all the books and documents of the company.

Every six months at least, directors must provide them with financial statements prepared in compliance with the scheme required for balance sheets and profit and loss accounts.

Auditors must prepare a detailed and written report containing all indications required by law to the attention of the ordinary shareholders meeting.

Employees or other persons for whom they are responsible may assist auditors at their own expense.

ARTICLE TWENTY-SIX – LIABILITY

Directors and auditors have no personal liability relating to company commitments.

They are responsible with respect to their office and to any errors committed in the course of their duty in compliance with legal provisions in force.

ARTICLE TWENTY-SEVEN – INDEMNITY

The shareholders’ meeting may determine from time to time the aggregate amount of the directors’ fees to be charged to general expenses. Such fees will be shared between the directors in the proportion determined by resolution of the board of directors.

Auditors’ remuneration consists in a fixed sum determined by the shareholders’ meeting at the time of appointment.

PART FOUR – SHAREHOLDERS MEETINGS

ARTICLE TWENTY-EIGHT – COMPOSITION AND POWERS

The shareholder meeting, when regularly constituted, represents all the shareholders of the company.

It is empowered to carry out or ratify all acts performed in the interest of the company.

It consists in holders of ordinary shares who are entitled to vote either in person or by proxy in compliance with legal provisions in force.

Decisions adopted by the shareholders meeting are binding upon all shareholders, including those who were absent or dissident.

9

ARTICLE TWENTY-NINE – MEETING

The ordinary shareholders meeting automatically takes place on the fourth Thursday of May at 3:00 p.m.

If that date is not a business day, the meeting takes place on the preceding or following business day.

An extraordinary or special meeting may be convened each time it is in the company’s interest. It must be convened at the request of shareholders holding together one fifth of the share capital.

In the latter case, the shareholders indicate in their request the items to be included in the agenda, and the board of directors or the auditors must convene a shareholders meeting within six weeks as from the request.

Shareholders meetings will take place in one of the districts of the city of Brussels at the location indicated in the notice.

ARTICLE THIRTY – NOTICE

The shareholders meeting is held on notice of the board of directors or the auditors.

The notice contains the agenda and complies with the formal requirements and the timing imposed by legal provisions in force. Notices of shareholders meetings decided by the board of directors may validly be signed on its behalf by one of the persons in charge of the day-to-day management.

The notices of the ordinary shareholders meetings must include the following agenda items: discussion on the management and auditors reports, discussion on the annual accounts, discharge of liability of directors and auditors, re-election and replacement of outgoing or missing directors and auditors.

ARTICLE THIRTY-ONE – ATTENDANCE NOTICE AND DEPOSIT OF SECURITIES

In order to be admitted to shareholders meeting, holders of registered securities must notify their intent to exercise their rights at the meeting to the board of directors no later than four business days prior to such meeting.

Holders of dematerialized securities must provide notice of their intent to exercise their rights at the meeting to one of the financial institutions indicated in the notice to the meeting or any institution specified in such notice and pursuant to the modalities set forth in such notice, no later than four business days prior to such meeting. Within the same timeframe, one of the financial institutions indicated in the notice to the meeting or any institution specified in such notice will communicate to the company a certificate which certifies the blocking of the shares until, and including, the date of the shareholders meeting.

Holders of bearer securities must deposit their securities at the registered offices of the company within the same timeframe. Unless the body convening the shareholders meeting decides otherwise and indicates so in the notice, the deposit of securities at the registered offices may be replaced by the communication to the company, within the same timeframe, of a certificate of one of the financial institutions indicated in the notice, which certifies the blocking of the shares until, and including, the date of the shareholders meeting.

The holders of bonds may attend the meeting with consultative vote if they have deposited their securities in accordance with this article.

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ARTICLE THIRTY-TWO – REPRESENTATION

All holders of securities entitled to vote may be represented by a proxy holder at the shareholders meeting.

However, under age persons, certified persons, civil companies and commercial companies may be represented by their legal or statutory bodies that, in turn, may be represented by a proxy holder. Spouses are entitled to represent each other.

The board of directors may approve the form of the proxies. They must be deposited at the location indicated in the notice no later than four business days before the meeting. Proxies may also be sent by telecopy at the number indicated in the notice, no later than four business days before the meeting, provided that the executed original of such proxies be handed over to the office of the shareholders meeting at the latest at the beginning of such meeting. Failing that, the company will not acknowledge the powers of the proxy holder.

ARTICLE THIRTY-THREE – OFFICE

All shareholders meetings are chaired by the chairman of the board of directors or, should he not attend, by the vice-chairman if a vice-chairman has been elected, or by a managing director or, in absence of the latter, by the eldest accepting attending director.

The chairman appoints the secretary.

The meeting appoints two observers.

The attending directors complete the office.

ARTICLE THIRTY-FOUR – ADJOURNMENT

The board of directors is allowed to adjourn any ordinary or other shareholders meeting in the course of such meeting. The decision of the board of directors must not be motivated.

The decision to adjourn a meeting cancels all decisions taken and the shareholders are reconvened within three weeks with the same agenda.

Formalities accomplished in compliance with article 31 in order to attend the first shareholders meeting remain valid for the second meeting. In addition, new deposits of bearer securities and new communications of blocking certificates of bearer securities, as well as new attendance notices made by registered shareholders, are allowed for the purpose of the second meeting within the timeframe provided by these articles of association.

ARTICLE THIRTY-FIVE – NUMBER OF VOTES

Each share entitles its holder to one vote.

ARTICLE THIRTY-SIX – VOTES

The meeting may not vote on items that were not mentioned on the agenda.

Unless otherwise provided by legal provisions in force, decisions are adopted by a majority vote, irrespective of the number of securities present or represented at the meeting.

With respect to the appointment of directors or auditors, if no candidate is elected by a majority vote, a second ballot is organized between the two candidates who obtained the highest number of votes. In case of a tie in the second ballot, the eldest candidate is elected.

11

Votes are expressed by raising hands, by calling names or through electronic devices, unless otherwise decided by the shareholders meeting.

Any shareholder may vote in writing at any shareholders meeting, by using a form to be provided by the company mentioning (i) the name and address or registered seat of the shareholder, (ii) the number of shares which the shareholder will vote, and (iii) the indication, for each point on the agenda, of the vote of the shareholder. Shares shall be taken into account for the vote and the computation of the quorum only if the form is received by the company at least four business days prior to the meeting. Any shareholder who votes in writing must comply with the deposit obligations referred to in article 31.

An attendance list, that indicates the name of each shareholder and the number of securities it owns, is signed by each shareholder or its proxy holder before the meeting starts.

ARTICLE THIRTY-SEVEN – MINUTES

The minutes of shareholders meetings are signed by the officers of the meeting and by any shareholders asking to do so.

Extract and copies under private seal of such minutes to be produced in court or elsewhere must be signed by one director.

PART FIVE – INVENTORY AND ANNUAL ACCOUNTS – DISTRIBUTION

ARTICLE THIRTY-EIGHT – INVENTORY AND ANNUAL ACCOUNTS

The accounting year of the company begins on the first day of January and ends on the thirty-first day of December.

On the thirty-first day of December of each year, the directors prepare the annual accounts, an inventory and a management report in compliance with the legal provisions in force.

Shareholders may review the following documents at the registered offices fifteen days prior to the ordinary shareholders meeting :

1. the annual accounts;

2. the list of government funds, shares, bonds, and other securities included in the portfolio;

3. the list of shareholders who have not paid up their shares, with the number of shares they own and their address;

4. the management report and the auditors report.

The annual accounts and the management and auditors reports are addressed to registered shareholders with the notice.

Fifteen days before the meeting, all shareholders are entitled to obtain a copy of the documents mentioned above free of charge upon production of their security.

12

ARTICLE THIRTY-NINE – VOTE ON ANNUAL ACCOUNTS

The ordinary shareholders meeting hears the management report and auditors report and discusses the annual accounts.

Directors answer the questions asked by shareholders with respect to their report or other items on the agenda.

Auditors answer the questions asked by shareholders with respect to their report.

The ordinary shareholders meeting votes on the adoption of the annual accounts.

After adoption of the annual accounts, the meetings votes separately on the discharge of liability of directors and auditors.

Such discharge is valid only to the extent that the annual accounts contain neither omission, nor false indication concealing the company’s genuine situation and, with respect to actions taken in breach of the articles of association, only if they have been especially indicated in the notice.

The management report, auditors report, annual accounts and all documents provided for in legal provisions in force are deposited by the board of directors at the National Bank of Belgium thirty days after they have been approved by the shareholders meeting.

ARTICLE FORTY – DISTRIBUTION

Five percent at least of the net profits is transferred to a legal reserve fund. When the accumulated legal reserve fund is equal to one tenth of the capital of the company, it is no longer compulsory to transfer further profits to the said reserve.

On proposal of the board of directors, the shareholders’ meeting may decide to transfer sums determined by the latter to the creation of, or the increase in, reserve funds or to a carried forward account or decide on a levy on available reserves or on the carried forward account from previous years.

The shareholders’ meeting determines the allocation of the balance of the net profits on the basis of a proposal of the board of directors. The shareholders’ meeting may allocate from time to time a part of such balance of the net profits to the directors and such amount will be shared between the directors in the proportion determined by resolution of the board of directors.

ARTICLE FORTY-ONE – PAYMENT OF DIVIDENDS

Dividends are paid out annually at the places and on the dates determined by the board of directors.

The board of directors may decide under its own responsibility to pay interim dividends to be charged on the profit of the current fiscal year and determine the date of their payment, in compliance with legal provisions in force.

PART SIX – DISSOLUTION – LIQUIDATION

ARTICLE FORTY-TWO – LIQUIDATION

The company may be wound up anticipatively at any time by a shareholders meeting, voting as provided for amending the articles of association.

13

If, as a result of losses, the company’s net assets amount to less than one half of the share capital, a shareholders meeting must be convened no later than two months as from the day the losses were noticed or should have been noticed pursuant to legal or statutory duties. Such meeting must vote in compliance with the procedure provided for amending the articles of association on a possible liquidation of the company and on other measures announced in the agenda.

The board of directors duly justifies its proposals in a special report available to shareholders at the registered offices of the company fifteen days before the meeting.

If, as a result of losses, the company’s net assets amount to less than one fourth of the share capital, the liquidation takes place if it is approved of by one fourth of the votes cast during the shareholders meeting.

When the net assets amount to less than the legal minimum share capital, any interested party may seize a court and request the liquidation of the company.

ARTICLE FORTY-THREE – WINDING-UP

Should the company be wound-up, what ever the cause or the time may be, the liquidation is carried out by liquidators appointed by the shareholders meeting or, failing such appointment, by the board of directors in charge at that time acting as a liquidation comity.

To this end, it benefits from the broadest possible powers under legal provisions in force.

The shareholders meeting determines the liquidators’ remuneration.

During the liquidation process of the company, auditors benefit from the same powers vis-à-vis the liquidator(s) as those they have vis-à-vis the board of directors under legal provisions in force.

ARTICLE FORTY-FOUR – SHARING AMONG SHAREHOLDERS

If all share are not equally paid-up, the liquidators take such disparity into account before sharing the net assets and reestablish a balance by treating all shares on an equal basis either by calling upon shareholders additional funds or by reimbursing first the shares that have been paid up in a greater portion in cash.

The balance is distributed equally among all shares.

PART SEVEN – GENERAL PROVISIONS

ARTICLE FORTY-FIVE – ELECTION OF DOMICILE

With respect to the enforcement of these articles of association, any registered shareholder domiciled in a foreign country, unless it has elected domicile in Belgium, any member of the management, any auditor and any liquidator hereby elects domicile at the registered offices of the company where all communications and notices may be made or summons served.

ARTICLE FORTY-SIX – GENERAL LAW

Parties agree to comply with legal provisions in force.

As a result, unless otherwise validly provided, all public policy provisions of law are deemed to be set forth in these articles of association and all provisions of these articles of association conflicting with such provisions of law are deemed not to exist.

14

ARTICLE FORTY-SEVEN – DISCLOSURE OF SIGNIFICANT SHAREHOLDINGS

The fourth and fifth paragraphs of article 12 of these articles, as they have been adopted by the shareholders meeting of May 22, 2008 will only apply beginning September 1, 2008, the date of the entering into force of the Law of May 2, 2007 on the disclosure of significant shareholdings. Until such date, any disclosure statements made pursuant to the first, second and third paragraphs of article 12 must be addressed to the Banking and Finance Commission and to the board of directors of the company at the latest on the second business day after the occurrence of the event giving rise to the notification or, in case of securities acquired by succession, within 30 days after such succession has been accepted, in accordance with the Law of 2 March 1989 on the disclosure of significant shareholding.

PROVISIONAL MEASURE

Securities qualifying as “parts sociales” at the time of issuance by the company must from now on be characterized as “actions”. The corporate rights attached thereto will not be modified.

A Director, A Director,

15

EX-4.3

Exhibit 4.3

EXECUTION COPY

DELHAIZE GROUP SA/NV,

as Issuer

5.70% Senior Notes due 2040

INDENTURE

Dated as of October 8, 2010

THE BANK OF NEW YORK MELLON,

as Trustee

TABLE OF CONTENTS

ARTICLE 3 Definitions and Incorporation by Reference	1
SECTION 3.03. Definitions	1
SECTION 3.04. Other Definitions	9
SECTION 3.05. Incorporation by Reference of Trust Indenture Act	10
SECTION 3.06. Rules of Construction	10
ARTICLE 4 The Notes	11
SECTION 4.03. Issuable in one Series	11
SECTION 4.04. Form and Dating	12
SECTION 4.05. Execution and Authentication	13
SECTION 4.06. Registrar and Paying Agent	13
SECTION 4.07. Paying Agent to Hold Money in Trust	14
SECTION 4.08. Holder Lists	14
SECTION 4.09. Transfer and Exchange	15
SECTION 4.10. Replacement Notes	16
SECTION 4.11. Outstanding Notes	16
SECTION 4.12. Temporary Notes	17
SECTION 4.13. Cancellation	17
SECTION 4.14. Defaulted Interest	17
SECTION 4.15. ISINs, Common Codes and CUSIPs	17
SECTION 4.16. Ownership Interest in Global Notes	18
SECTION 4.17. Currency Indemnity	18
SECTION 4.18. Computation of Interest	19
ARTICLE 5 Redemption	19
SECTION 5.03. Early Redemption and Notices to Trustee	19
SECTION 5.04. Selection of Notes to be Redeemed	20
SECTION 5.05. Notice of Redemption	20
SECTION 5.06. Effect of Notice of Redemption	21
SECTION 5.07. Deposit of Redemption Price	21
SECTION 5.08. Notes Redeemed in Part	21
SECTION 5.09 Optional Redemption for Tax Reasons	21
ARTICLE 6 Covenants	23
SECTION 6.03. Payment of Notes	23
SECTION 6.04. Negative Pledge	23
SECTION 6.05. Change of Control	23
SECTION 6.06. Compliance Certificate	24
SECTION 6.07. Reports by the Issuer	25
SECTION 6.08. Further Instruments and Acts	26
SECTION 6.09. Payments of Additional Amounts	26
SECTION 6.10. Certain Release of Cross Guarantees	29
ARTICLE 7 Successor Issuer	29
SECTION 7.03. When Issuer May Merge or Transfer Assets	29
SECTION 7.04. Successor Corporation Substituted	30
ARTICLE 8 Defaults and Remedies	30

ii

SECTION 8.03. Events of Default	30
SECTION 8.04. Acceleration	32
SECTION 8.05. Other Remedies	32
SECTION 8.06. Waiver of Past Defaults	32
SECTION 8.07. Control by Majority	33
SECTION 8.08. Limitation on Suits	33
SECTION 8.09. Rights of Holders to Receive Payment	33
SECTION 8.10. Collection Suit by Trustee	34
SECTION 8.11. Trustee May File Proofs of Claim	34
SECTION 8.12. Priorities	34
SECTION 8.13. Undertaking for Costs	35
SECTION 8.14. Waiver of Stay or Extension Laws	35
SECTION 8.15. No obligation on Trustee	35
ARTICLE 9 Trustee	35
SECTION 9.03. Duties of Trustee	35
SECTION 9.04. Rights of Trustee	36
SECTION 9.05. Individual Rights of Trustee	37
SECTION 9.06. Trustee’s Disclaimer	37
SECTION 9.07. Notice of Defaults	38
SECTION 9.08. Reports by Trustee to Holders	38
SECTION 9.09. Compensation and Indemnity	38
SECTION 9.10. Replacement of Trustee	39
SECTION 9.11. Successor Trustee by Merger	40
SECTION 9.12. Eligibility; Disqualification	40
SECTION 9.13. Preferential Collection of Claims Against Issuer	41
SECTION 9.14. Force Majeure	41
ARTICLE 10 Discharge of Indenture; Defeasance	41
SECTION 10.03. Discharge of Liability on Notes; Defeasance	41
SECTION 10.04. Conditions to Defeasance	42
SECTION 10.05. Application of Trust Money	43
SECTION 10.06. Repayment to Issuer	43
SECTION 10.07. Indemnity for Government Obligations	44
SECTION 10.08. Reinstatement	44
ARTICLE 11 Supplemental Indentures	44
SECTION 11.03. Without Consent of Holders	44
SECTION 11.04. With Consent of Holders	45
SECTION 11.05. Compliance with Trust Indenture Act and Article 568 of the Belgian Company Code	46
SECTION 11.06. Revocation and Effect of Consents, Waivers and Proxies	46
SECTION 11.07. Notation on or Exchange of Notes	47
SECTION 11.08. Trustee to Sign Supplemental Indentures	47
SECTION 11.09. Payment for Consent	48
SECTION 11.10. Effect of Supplemental Indentures	48
ARTICLE 12 Miscellaneous	48
SECTION 12.03. Trust Indenture Act Controls	48
SECTION 12.04. Notices	48

iii

SECTION 12.05. Communication by Holders with Other Holders	49
SECTION 12.06. Certificate and Opinion as to Conditions Precedent	49
SECTION 12.07. Statements Required in Certificate or Opinion	49
SECTION 12.08. Acts by Holders	50
SECTION 12.09. Rules by Trustee, Paying Agent and Registrar	50
SECTION 12.10. Legal Holidays	50
SECTION 12.11. Governing Law	50
SECTION 12.12. Consent to Jurisdiction and Service	51
SECTION 12.13. No Recourse Against Others	51
SECTION 12.14. Successors	51
SECTION 12.15. Multiple Originals	51
SECTION 12.16. Table of Contents; Headings	51
SECTION 12.17 Prescription	51
Appendix A Provisions Relating to Initial Notes and Exchange Notes	A-1
Appendix B Provisions for Meetings of the Holders of Notes	B-2
Exhibit A Form of Face of Initial Note	E-1
Exhibit B Form of Face of Exchange Note	E-17
Exhibit C Form of Face of Definitive Registered Certificate	E-31
Exhibit D Certificate to be Delivered Upon Exchange or Registration of Transfer Restricted Notes	E-45

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THIS INDENTURE dated as of October 8, 2010, among Delhaize Group SA/NV (the “Issuer”), a limited liability company organized under the laws of the Kingdom of Belgium, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (a) the Issuer’s 5.70% Senior Notes due 2040 issued on the date hereof (the “Original Notes”) in exchange for certain debt securities of Delhaize America, LLC validly tendered in an exchange offer (the “Initial Exchange Offer”), (b) any Additional Notes (as defined herein) that may be issued on any Issue Date (all such Notes in clauses (a) and (b) being referred to collectively as the “Initial Notes”) and (c) if and when issued as provided in a Registration Agreement (as defined in Appendix A hereto), the Issuer’s 5.70% Senior Notes due 2040 issued in a Registered Exchange Offer in exchange for any Original Notes (the “Exchange Notes”, together with the Initial Notes and any Exchange Notes issued hereunder, the “Notes”). Subject to the conditions and in compliance with the covenants set forth herein, the Issuer may issue Additional Notes.

ARTICLE 3

Definitions and Incorporation by Reference

SECTION 3.03. Definitions

“Additional Notes” means Notes (other than Exchange Notes) issued from time to time under the terms of this Indenture subsequent to the Closing Date;

“Agency Agreement” means the Domiciliary Agency Agreement dated on or about the Closing Date among the Issuer, the Domiciliary Agent and the Trustee;

“Board of Directors” means the Board of Directors of the Issuer or any committee thereof duly authorised to act on behalf of the Board of Directors of the Issuer;

“Book-Entry Interest” means a book-entry interest in a Global Note, whether directly or indirectly through a book-entry interest in any certificated depositary interest representing an interest in such Global Note, held by or through a Participant in the X/N System or an Indirect Participant in the X/N System;

“Business Day” means each day which is not a Legal Holiday;

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Capitalized Lease Obligation” means an obligation under a lease that is required to be capitalised for financial reporting purposes in accordance with IFRS and as in effect as of the date hereof, and the amount of Indebtedness represented by such

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obligation shall be the capitalised amount of such obligation determined in accordance with such principles;

“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole to any Person other than the Issuer or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) in a single transaction or in a related series of transactions the result of which is that any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of more than 50% of the then outstanding number of voting rights in the Issuer’s capital stock; or (3) the first day on which a majority of the members of the Issuer’s Board of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control if (i) the Issuer becomes a wholly owned subsidiary of a holding company; and (ii) the holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Issuer’s voting stock immediately prior to that transaction. For the purposes of this definition of “Change of Control”, the term “Person” shall include a “person” as that term is used in Section 13(d)(3) of the Exchange Act;

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event;

“Clearing Agreement” means the clearing agreement dated on or about the Closing Date by and among the Issuer, the NBB and the Domiciliary Agent;

“Closing Date” means the date of this Indenture;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to the remaining term of such Notes;

“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations;

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“Consolidated Capitalization” means, with respect to any Person, the total assets of such Person and its Subsidiaries determined on a consolidated basis, less the following: (i) current liabilities, including liabilities for Indebtedness maturing more than 12 months from the date of the original creation thereof but maturing within 12 months from the date of determination and (ii) deferred income taxes. Consolidated Capitalization shall be determined in accordance with generally accepted accounting principles and practices applicable to the type of business in which such Person and its Subsidiaries are engaged and which are approved by independent accountants regularly retained by such Person, and may be determined as of a date not more than 60 days prior to the happening of the event for which such determination is being made;

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (1) was a member of such Board of Directors on the date of the Original Notes were issued; or (2) was proposed for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment;

“Cross Guarantee Agreement” means, the cross guarantee agreement, dated as of May 21, 2007, among Delhaize Group, Delhaize America, LLC (formerly Delhaize America, Inc.), Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., and Victory Distributors, Inc., as supplemented by the joinder agreement, dated as of December 18, 2009, by Delhaize US Holding, Inc.;

“Cross Guarantor” means a Person that is a party to the Cross Guarantee Agreement;

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Global Notes” means the Regulation S Global Notes and the Rule 144A Global Notes;

“Holder” means for purposes of this Indenture and the Notes (a) in the case of any Notes in the form of a Global Note in bearer form, the holders of Book-Entry Interests therein; provided, however, that for the purposes of payments by the Issuer of principal, premium, if any, and interest on the Notes represented by such Global Note, “Holder” shall mean the direct holder of such Global Note (as shown in the records of the NBB or of a Participant in the X/N System) or (b) in any other case, the Person in whose name a Note is registered in the Register;

“IFRS” means International Financial Reporting Standards as adopted by the European Union;

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“Indebtedness” means, with respect to any Person, (i) the principal of and any premium and interest on (a) indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments; (ii) all Capitalized Lease Obligations of such Person; (iii) all obligations of such Person to pay the purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations for letters of credit securing obligations (other than obligations described in clauses (i) through (iii) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit); (v) all obligations of the type referred to in clauses (i) through (iv) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable as obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i) through (v) above of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or the amount of the obligation so secured. “Indenture” means this Indenture as amended or supplemented from time to time;

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer after consultation with the Trustee;

“Indirect Participant” means a Person who is a Participant in the X/N System indirectly by being a Participant in a Person who is a direct Participant or itself an Indirect Participant in the X/N System;

“Issue Date” means, with respect to any Notes, the date on which such Notes are originally issued;

“Issuer” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities;

“Lien” means, any mortgage, charge, pledge, lien or other form of encumbrance or security interest;

“Major Subsidiary” means a Subsidiary, the assets of which represent greater than 25% of the assets of the Issuer and the Issuer’s Subsidiaries on a consolidated basis, according to the financial statements for its own most recently completed fiscal year;

“Material Subsidiary” at any time means a Subsidiary:

(a) whose (x) revenues, or (y) total assets (in each case determined on a non-consolidated basis and determined on a basis consistent with the preparation of the

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consolidated financial statements of the Issuer) represent (or, in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial statements of the Issuer relate are equal to ) no less than 10% of the consolidated revenues or total assets (as the case may be) of the Issuer, all as calculated respectively by reference to the then latest audited financial statements of such Subsidiary and the then latest audited consolidated financial statements of the Issuer, provided that:

(i) in the case of a Subsidiary acquired after the end of the financial period to which the then latest audited consolidated financial statements of the Issuer relate, the reference to the then latest audited consolidated financial statements of the Issuer for the purposes of the calculation above shall, until consolidated financial statements of the Issuer for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned financial statements as if such Subsidiary had been shown in such financial statements by reference to its then latest audited financial statements, adjusted as deemed appropriate by the auditors of the relevant Subsidiary from time to time, if such auditors are not also the auditors of the Issuer, and otherwise, by the Issuer’s Board of Directors and approved by the auditors of the Issuer (the “Auditors”); and

(ii) in the case of a Subsidiary in respect of which no audited financial statements are prepared, its revenues and total assets shall be determined on the basis of pro forma financial statements of the relevant Subsidiary prepared for this purpose by the Auditors on the basis of accounting principles consistent with those adopted by the Issuer; or

(b) to which is transferred the whole or substantially the whole of the business, undertaking or assets of a Subsidiary which prior to such transfer is a Material Subsidiary, provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Material Subsidiary pursuant to this sub-paragraph (b) on the date on which the consolidated financial statements of the Issuer for the financial period current at the date of such transfer have been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Material Subsidiary on or at any time after the date on which such consolidated financial statements have been prepared and audited as aforesaid by virtue of the provisions of sub-paragraph (a) above or before, on or at any time after such date by virtue of the provisions of this sub-paragraph (b);

A report by the Auditors that, in their opinion, a Subsidiary is or is not or was not at any particular time or throughout any specified period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties;

“Member State” means any country that is a member of the European Union;

“Moody’s” means Moody’s Investors Service, Inc., and its successors;

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“NBB” means the National Bank of Belgium;

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President or any Vice President of the Issuer;

“Officers’ Certificate” means a certificate signed by two Officers;

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Issuer or a Cross Guarantor, as the case may be, and who shall be reasonably acceptable to the Trustee;

“Participant” means (a) with respect to the X/N System, Euroclear or Clearstream or any other Person who has an account with the X/N System and (b) with respect to Euroclear, Clearstream and DTC, their respective Participants holding an account with them;

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity;

“Rating Agencies” means (1) each of Moody’s and S&P and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as certified by a resolution of the Issuer’s Board of Directors) as a replacement agency for Moody’s or S&P, or both of them, as the case may be;

“Rating Event” means the Notes are rated at or below Ba1 by Moody’s and at or below BB+ by S&P on any date from the date of the public announcement by the Issuer of an arrangement that could result in a Change of Control until the end of the 60-day period following public announcement by the Issuer of the occurrence of the Change of Control (which 60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Issuer’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Rating Event);

“Redemption Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture or such Note;

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“Redemption Price”, with respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Note;

“Reference Treasury Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by the Issuer;

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

“Relevant Debt” means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities exchange;

“SEC” means the U.S. Securities and Exchange Commission, 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 TIA, then the body performing such duties at such time;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors;

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the Issuer unless such contingency has occurred);

“Subsidiary” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person;

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“TIA” means the U.S. Trust Indenture Act of 1939, as amended;

“Treasury Rate” means, with respect to any Redemption Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters or, in the case of a successor Trustee, an authorized officer assigned to the department, division or group performing the corporate trust work of each successor and assigned to administer this Indenture;

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor;

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time;

“U.S. Government Obligations” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary 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 Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary 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 depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt; and

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“X/N System” means the securities clearing system recognized or approved in accordance with Articles 3 through 12 of the Law of 2 January 1991 of Belgium on the market of public debt securities and the monetary policy instruments, as amended, the Law of 6 August 1993 of Belgium, as amended, and its implementing decrees, as amended, and the Law of 15 July 1998 of Belgium and its implementing decrees, which is currently the securities clearing system operated by the National Bank of Belgium.

SECTION 3.04. Other Definitions

Term	Defined in Section
“Additional Amounts”	4.07(b)
“Applicable Procedures”	Appendix A
“Authorized Agent”	10.10
“bankruptcy provisions”	6.01(f)
“CDI Depositary”	Appendix A
“Change of Control Payment”	4.03(a)
“Change of Control Payment Date”	4.03(a)
“Change of Control Offer”	4.03(a)
“Clearstream”	Appendix A
“covenant defeasance option”	8.01(b)
“cross-acceleration provision”	6.01(e)
“Definitive Registered Certificates”	Appendix A
“Definitive Registered Notes”	Appendix A
“Disposition”	4.08
“Domiciliary Agent”	Appendix A
“DTC”	Appendix A
“Euroclear”	Appendix A
“Event of Default”	6.01
“Exchange Notes”	Preamble
“Global Notes”	1.01, Appendix A
“incorporated provision”	10.01
“Initial Notes”	Preamble
“legal defeasance option”	8.01(b)
“Legal Holiday”	10.08
“Meeting”	Appendix B
“NBB”	1.01, Appendix A
“Notes”	Preamble
“Original Notes”	Preamble
“Paying Agent”	2.04(a)
“protected purchaser”	2.08
“Recipient”	2.04(a)
“Registration Agreement”	Appendix A
“Register”	Appendix A
“Registered Exchange Offer”	Appendix A
“Registrar”	2.04(a)

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“Registration Rights Agreement”	Appendix A
“Relevant Taxing Jurisdiction”	4.07(a)
“Required Resolution”	Appendix B
“Sales Exemptions”	Appendix A
“Taxes”	4.07(a)
“Tax Redemption”	3.07
“Transfer Restricted Notes”	Appendix A
“Trustee”	Preamble, 1.01
“winding-up provisions”	6.01(g)

SECTION 3.05. Incorporation by Reference of Trust Indenture Act.

This Indenture is subject to the mandatory provisions of the TIA, which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

(a) “Commission” means the SEC;

(b) “indenture securities” means the Notes and any Guarantees issued pursuant to this Indenture;

(c) “indenture security holder” means a Holder;

(d) “indenture to be qualified” means this Indenture;

(e) “indenture trustee” or “institutional trustee” means the Trustee;

(f) “obligor” on the indenture securities means the Issuer, any Cross Guarantor and any other obligor on the indenture securities; and

(g) All other TIA terms used in this Indenture that are defined by the TIA, either directly or by reference to another statute or defined by SEC rules have the meanings assigned to them by such definitions.

SECTION 3.06. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(c) “including” means including without limitation;

(d) the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with IFRS;

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(e) the term “surrender”, where the context so admits, shall include, with respect to Notes that cannot be surrendered in physical form, and in particular with respect to Definitive Registered Notes which are in registered form, the surrender of the appropriate documents, including any certificates, evidencing or demonstrating the surrender of such Notes;

(f) the term “present”, where the context so admits, shall include, with respect to Notes that cannot be presented in physical form, and in particular with respect to Definitive Registered Notes which are in registered form, the presentment of the appropriate documents, including any certificates or Definitive Registered Certificate, evidencing or demonstrating the presentment of such Notes. The term “presentment” shall have a correlative meaning;

(g) the term “receipt”, where the context so admits, shall include, with respect to Notes that cannot be surrendered in physical form, and in particular with respect to Definitive Registered Notes which are in registered form, the receipt of the appropriate documents, including any certificates or Definitive Registered Certificate, evidencing or demonstrating the receipt of such Notes; and

(h) the term “interest”, with respect to the Notes, includes any additional interest that accrues pursuant to Section 5 of the Registration Rights Agreement.

ARTICLE 4

The Notes

SECTION 4.03. Issuable in one Series. The Notes will be issued in one series. No Additional Notes may be issued unless such Additional Notes are fungible in all respects for U.S. Federal income tax purposes with the Notes then outstanding.

With respect to any Additional Notes issued after the Closing Date (except for Notes (or Notes in respect of which Definitive Registered Certificates, if applicable, are) authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes (or Notes in respect of which Definitive Registered Certificates, if applicable) pursuant to Section 2.07, 2.08, 2.09, 2.10 or 3.06 or Appendix A) or pursuant to the provisions of Section 4.03, there shall be (a) established by action taken pursuant to a resolution of the Board of Directors and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes:

(1) the aggregate principal amount at maturity of such Additional Notes which may be authenticated and delivered or in respect of which Definitive Registered Certificates may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered or in respect of which Definitive Registered Certificates, if

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applicable, are authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes or Definitive Registered Certificates pursuant to Section 2.07, 2.08, 2.09, 2.10, 3.06 or 4.03 or Appendix A and Notes which (or Notes in respect of which Definitive Registered Certificates, if applicable), pursuant to Section 2.03, are deemed never to have been authenticated and delivered hereunder);

(2) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.3 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and

(3) if applicable, that such Additional Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B.

In connection with the authentication of any Additional Notes, the Trustee shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to standard qualifications, exceptions and assumptions, including, without limitation, bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and general equity principles.

SECTION 4.04. Form and Dating. Provisions relating to the Initial Notes, the Exchange Notes and Definitive Registered Certificates are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Original Notes and the Trustee’s certificate of authentication, (b) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A or Exhibit C hereto, as applicable, which are hereby incorporated in and expressly made a part of this Indenture. The Global Notes and Definitive Registered Certificates may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or other obligor on the Notes, if any, is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Global Note and Definitive Registered Certificate shall be dated the date of its authentication. The Notes shall be issuable only in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. Any Global Note issued in bearer form shall be issued without interest coupons.

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SECTION 4.05. Execution and Authentication. Two members of the Board of Directors shall sign the Global Notes and two Officers shall sign the Definitive Registered Certificates for the Issuer by manual or facsimile signature.

If a member of the Board of Directors or an Officer, as the case may be, whose signature is on a Global Note or Definitive Registered Certificate no longer holds such office at the time the Trustee authenticates such Global Note or Definitive Registered Certificate, as applicable, such Global Note or Definitive Registered Certificate, as applicable, shall be valid nevertheless.

A Global Note or Definitive Registered Certificate shall not be valid until an authorized signatory of the Trustee manually (or with respect to a Definitive Registered Certificate, manually or by facsimile) signs the certificate of authentication on such Global Note or Definitive Registered Certificate, as applicable. The signature shall be conclusive evidence that such Global Note or Definitive Registered Certificate has been authenticated under this Indenture.

The Trustee shall authenticate and make available for delivery Global Notes and Definitive Registered Certificates as set forth in Appendix A.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Global Notes and Definitive Registered Certificates. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Global Notes and Definitive Registered Certificates whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 4.06. Registrar and Paying Agent (a) The Issuer shall maintain an office or agency where transfers and exchanges of Definitive Registered Notes may be made (the “Registrar”) and may at any time (but is not obliged to) maintain an office or agency where payments on Notes may be made (the “Paying Agent”). The Registrar shall keep the Register of the Definitive Registered Notes, if any, and of their transfer and exchange, which shall contain the information specified in Appendix A. The Issuer may have one or more co registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co registrars. Payments in respect of any Global Note deposited with the operator of the X/N System (or with a depositary therefor) shall be made directly to the holder of the book-entry interests in the Global Notes as shown in the records of the NBB or of a participant in the X/N System (the “Recipient”). The Recipient in respect of the Global Notes is expected initially to be The Bank of New York Mellon acting as CDI Depositary. The location of the Domiciliary Agent is Avenue Marnix 24, B-1000 Brussels, Belgium. In the event that Definitive Registered Notes are issued, (a) the Issuer, or any agent designated by the Issuer to perform such function, will act as Registrar and (b) the Issuer will pay the principal of, premium, if any, and interest on, the Notes at any

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of its offices or any agency designated by it which is located in the Borough of Manhattan, The City of New York and in London, England.

(b) The Issuer and the Trustee shall enter into an appropriate agency agreement with any Registrar or, as the case may be, the Paying Agent, that not a party to this Indenture, which shall incorporate the terms of the TIA and this Indenture. Such agency agreement shall implement the provisions of this Indenture that relate to such agent. If the Issuer fails to either act as Registrar or appoint a Registrar, or fails to notify the Trustee of the appointment of a Registrar, the Trustee shall act as such and shall be entitled to the compensation provided for such services under the Agency Agreement. The location of the corporate trust office of the Trustee in The City of New York is 101 Barclay Street, New York, New York 10286. The Issuer may act as Paying Agent, Registrar, co-registrar or transfer agent.

(c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or a Paying Agent may resign at any time upon not less than 30 days’ written notice to the Issuer and the Trustee in which case, the Issuer shall appoint a replacement Registrar or Paying Agent prior to the effective date of such resignation.

SECTION 4.07. Paying Agent to Hold Money in Trust. Prior to each due date of the principal of and interest on any Note, the Issuer shall deposit with the relevant Paying Agent (or if the Issuer or one of its wholly owned Subsidiaries is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes, and shall notify the Trustee of any default by the Issuer (or any other obligor on the Notes) in making any such payment. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. The Trustee may, and upon direction of Holders of a majority in principal amount of the outstanding Notes will, at any time during the continuance of any Default specified in Section 6.01(a) or 6.01(b), upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds distributed by the Paying Agent. Upon complying with this Section 2.05, no Paying Agent shall have any further liability for the money delivered to the Trustee.

SECTION 4.08. Holder Lists. The Trustee shall preserve in a form that is reasonably practicable the most recent list available to it of the names and addresses of Holders in the event Definitive Registered Notes are exchanged against any Global Note. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to

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furnish, to the Trustee, in writing at least five Business Days before each interest payment date that occurs after the exchange of Definitive Registered Notes and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. The Issuer and the Trustee shall comply in all respects with Section 312(a) of the TIA

SECTION 4.09. Transfer and Exchange. (a) Holders, Participants or Indirect Participants in the X/N System that hold interests in the Global Notes through the X/N System will not be entitled to receive physical delivery of the Global Notes or of any individual bearer note representing a portion thereof. Any transfer of an interest in Global Notes or payment of the principal or interest, on such interest in the Global Notes, other than through the X/N System or any Participant and/or Indirect Participant, shall not be enforceable against the Issuer. Global Notes may be replaced, as provided in Section 2.08 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note pursuant to this Section 2.07, shall be executed, authenticated and delivered in the form of, and shall be, a Global Note, except to the extent Notes are exchanged for Definitive Registered Notes as provided in Appendix A. A Global Note may not be exchanged for another Note other than as provided in Appendix A.

(b) When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Definitive Registered Certificates in respect of Definitive Registered Notes, at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuer shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Definitive Registered Notes to be redeemed in part, the portion thereof not to be redeemed) or any Definitive Registered Notes for a period of five days before a selection of Definitive Registered Notes to be redeemed or for a period of 5 days before an interest payment date.

Prior to the due presentation for registration of transfer of any Global Note, the Issuer, each Cross Guarantor or other obligor on the Notes, if any, the Trustee, each Paying Agent and the Registrar may deem and treat (in the case of a Global Note issued in bearer form) the holder of such Global Note as determined as provided in Section 2.14 or, in the case of Definitive Registered Notes, the Person in whose name such Definitive Registered Note is registered in the Register, as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes and Definitive Registered Certificates) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer or other obligor on the Notes, if any, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of an interest in a Global Note shall, by acceptance of such interest, agree that transfers of beneficial interest in such

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Global Note may be effected only through a book-entry system maintained by a Participant or Indirect Participant, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

SECTION 4.10. Replacement Notes. If a mutilated Global Note or Definitive Registered Certificate is surrendered to the Registrar or if the holder of a Global Note or Definitive Registered Certificate claims that such Global Note or Definitive Registered Certificate has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Global Note or Definitive Registered Certificate, as applicable, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note or Definitive Registered Certificate, as applicable, being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, the relevant Paying Agent and the Registrar from any loss that any of them may suffer if a Global Note or Definitive Registered Certificate is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Global Note or Definitive Registered Certificate, including fees and expenses of counsel and for any tax that may be imposed in replacing such Global Note or Definitive Registered Certificate, as applicable. In the event that a Global Note or Definitive Registered Certificate is mutilated, lost, destroyed or wrongfully taken and such Global Note or the Definitive Registered Note evidenced thereby, as applicable, has become or is about to become due and payable, the Issuer in its discretion may pay such Global Note instead of issuing a new Global Note or Definitive Registered Certificate, as applicable, in replacement thereof.

The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Global Notes or Definitive Registered Certificates.

SECTION 4.11. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section 2.09 as not outstanding. A Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

Any Global Note replaced pursuant to Section 2.08 ceases to be outstanding.

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If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal and interest, if any, payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 4.12. Temporary Notes. In the event that Definitive Registered Notes are to be exchanged against any Global Note under the terms of this Indenture, until Definitive Registered Certificates in respect of such Definitive Registered Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary certificates. Temporary certificates shall be substantially in the form of Definitive Registered Certificates but may have variations that the Issuer considers appropriate for temporary certificates. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Registered Certificates and deliver them in exchange for temporary certificates upon surrender of such temporary certificates at the office or agency of the Issuer, without charge to the Holder.

SECTION 4.13. Cancellation. The Issuer at any time may deliver Global Notes and Definitive Registered Certificates in respect thereof to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Global Notes surrendered to them for registration of transfer, exchange or payment (and Definitive Registered Certificates in respect thereof, if applicable). The Trustee and no one else shall cancel all Global Notes surrendered for registration of transfer, exchange, payment or cancellation, and all Definitive Registered Certificates in respect thereof that are delivered to the Trustee, and shall dispose of cancelled Global Notes and Definitive Registered Certificates in respect thereof in accordance with its customary procedures or deliver cancelled Global Notes and Definitive Registered Certificates in respect thereof to the Issuer pursuant to written direction by an Officer. The Issuer may not issue new Global Notes or Definitive Registered Certificates in respect thereof, to replace Global Notes it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Global Notes or Definitive Registered Certificates in respect thereof in place of cancelled Global Notes or Definitive Registered Certificates in respect thereof other than pursuant to the terms of this Indenture.

SECTION 4.14. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay such interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner pursuant to Section 4.01. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly transmit or cause to be transmitted in accordance with Section 10.02 to each Holder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

SECTION 4.15. ISINs, Common Codes and CUSIPs. The Issuer in issuing the Notes may use ISINs, Common Codes and CUSIPs (if then generally in use) and, if so, the Trustee shall use ISINs, Common Codes and CUSIPs in notices of

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redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Global Notes or Definitive Registered Certificates or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Global Notes or Definitive Registered Certificates, and any such redemption shall not be affected by any defect in or omission of such numbers.

SECTION 4.16. Ownership Interest in Global Notes. The Trustee may rely on an Opinion of Counsel confirming that, under the laws of the Kingdom of Belgium and pursuant to the Royal Decree No. 62 of 10 November 1967 on the promotion of the circulation of securities, as amended, the NBB, as custodian of the Global Notes (or any subcustodian appointed by it), will not have legal title (ownership right) to the Global Notes but rather the ownership interests in the Global Notes would be vested in the Participants or Indirect Participants under the co-ownership organized by such Royal Decree No. 62.

The Trustee may act on the direction of the Participants as if they were the Holders, and the Trustee shall not be liable with respect to any action it takes in accordance with this Section 2.14.

SECTION 4.17. Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes, including any damages. Any amount received or recovered in a currency other than U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise by any Holder or beneficial owner of the Notes) in respect of any sum expressed to be due to it from the Issuer shall constitute a discharge of the Issuer only to the extent of the U.S. dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient or the Trustee under any Note, the Issuer shall indemnify the recipient or the Trustee against any loss sustained by it as a result, including the cost of making any such purchase. For the purposes of this indemnity, it will be prima facia evidence of the matter stated therein or otherwise for the Holder or to certify in a manner reasonably satisfactory to the Issuer (indicating the sources of information used) that it would have the loss it incurred in making any such purchase.

The above indemnity, to the extent permitted by law:

(i) constitutes a separate and independent obligation from the other obligations of the Issuer;

(ii) shall give rise to a separate and independent cause of action;

(iii) shall apply irrespective of any waiver granted by any Holder or Trustee (other than a waiver of the indemnities set forth herein); and

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(iv) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or to the Trustee.

SECTION 4.18. Computation of Interest

Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

ARTICLE 5

Redemption

SECTION 5.03. Early Redemption and Notices to Trustee. All or a portion of the Notes may be redeemed at the Issuer’s option, at any time and from time to time, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes being redeemed at the Redemption Date. If the Issuer elects to redeem Notes pursuant to the Section 5 of the Notes and this Article, it shall notify the Trustee in writing of the redemption date, the principal amount at maturity of Notes to be redeemed and the section of the Note pursuant to which the redemption will occur.

The Issuer shall give each notice to the Trustee provided for in this Article 3 at least 60 days before the Redemption Date fixed by the Issuer unless the Trustee consents to a shorter period. In the case of a redemption pursuant to Section 5 of the Notes, such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein. In the case of redemption provided for by Section 3.07 of this Indenture, prior to the transmission of any such notice of redemption, the Issuer will deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and (ii) an Opinion of Counsel to the effect that the Issuer as applicable, has or will become obligated to pay such Additional Amounts. Any such notice may be cancelled at any time prior to notice of such redemption being transmitted in accordance with Section 10.02 to any Holder and shall thereby be void and of no effect. The notice to the Trustee shall include the information required to be included in the notice to be given to Holders pursuant to Section 3.03. The Issuer will notify the Trustee of the Redemption Price with respect to any redemption promptly after the calculation, and the Trustee shall not be responsible for such calculation.

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SECTION 5.04. Selection of Notes to be Redeemed. If fewer than all the Notes are to be redeemed, the Trustee shall select, not more than 60 or less than 45 days before the Redemption Date, the Notes to be redeemed pro rata or by lot or by such other method that complies with applicable legal and securities exchange requirements, if any, and that the Trustee in its sole discretion shall deem to be fair and appropriate. The Trustee shall make the selection from outstanding Notes not previously called for redemption. The Trustee may select for redemption Notes and portions of them. in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. The Trustee shall notify the Issuer promptly of the Notes or portions of Notes to be redeemed.

SECTION 5.05. Notice of Redemption. (a) At least 30 days but not more than 60 days before a date for redemption of Notes, the Issuer shall transmit a notice of redemption in accordance with Section 10.02 and as provided below to each Holder of Notes to be redeemed at such Holder’s registered address; provided, however, that any notice of a redemption provided for by Section 3.07 of this Indenture shall not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment of Additional Amounts were a payment in respect of the Notes then due and payable. In any case, failure to duly give notice in any manner provided in this Indenture, or any defect in the notice, to the Holder of any Note of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note of such series.

The notice shall identify the Notes to be redeemed and shall state:

(i) the Redemption Date;

(ii) the manner of calculation of the Redemption Price and the amount of accrued interest to the Redemption Date;

(iii) the name and address of the Domiciliary Agent or the relevant Paying Agent, as applicable;

(iv) if Definitive Registered Notes exist, that Definitive Registered Certificates in respect of the Notes called for redemption must be surrendered to the relevant Paying Agent to collect the Redemption Price;

(v) if fewer than all the outstanding Notes are to be redeemed, the principal amounts at maturity of the particular Notes to be redeemed and, the numbers of the Definitive Registered Certificates, if applicable, in respect of the Notes being redeemed;

(vi) that, unless the Issuer defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date;

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(vii) the ISIN, Common Code or CUSIP, if any, printed on the Global Notes or Definitive Registered Certificates in respect of the Definitive Registered Notes being redeemed, as applicable; and

(viii) that no representation is made as to the correctness or accuracy of the ISIN, Common Code or CUSIP, if any, listed in such notice or printed on the Global Notes or the Definitive Registered Certificates.

(c) At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee with the information required by this Section 3.03.

SECTION 5.06. Effect of Notice of Redemption. Once notice of redemption is transmitted in accordance with Section 10.02, Notes called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice. Upon surrender to the relevant Paying Agent of Notes being redeemed or Definitive Registered Certificates in respect of Definitive Registered Notes being redeemed, as applicable, such Notes or Definitive Registered Notes, as applicable, shall be paid at the Redemption Price stated in the notice, plus accrued interest, if any, to the Redemption Date provided, however, that if the Redemption Date is after a regular record date and on or prior to the interest payment date, the accrued interest shall be payable to the Holder of the redeemed Notes registered on the relevant record date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 5.07. Deposit of Redemption Price. Prior to 12:00 p.m. Belgian time on the Redemption Date, the Issuer shall deposit with the Domiciliary Agent or any other relevant Paying Agent (or, if the Issuer or a Wholly Owned Subsidiary is the relevant Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of and accrued interest on all Notes or portions thereof to be redeemed on that date other than Notes or portions of Notes called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the Redemption Date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Issuer has deposited with the relevant Paying Agent funds sufficient to pay the aggregate Redemption Price of, and any accrued and unpaid interest, if any, on, the Notes to be redeemed.

SECTION 5.08. Notes Redeemed in Part. Upon surrender of Notes, that are redeemed in part, the Issuer shall execute and the Trustee shall authenticate (at the Issuer’s expense) a new Global Note or Definitive Registered Certificate, as applicable, equal in aggregate outstanding principal amount and principal amount at maturity to the unredeemed portion of the Note surrendered.

SECTION 5.09. Optional Redemption for Tax Reasons. The Issuer may, at its option, redeem the Notes in whole but not in part, at any time upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus

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accrued and unpaid interest thereon, if any, to the Redemption Date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject, if applicable, to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:

(a) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date,

(b) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or

(c) the issuance of definitive Notes due to:

(i) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification,

(ii) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and a successor is not able to be appointed by the Issuer within 15 days of such notification,

(iii) DTC notifies the Issuer that it is unwilling or unable to continue to act as depository or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the CDI Depositary at the Issuer’s request within 15 days of such notification, or

(iv) if the CDI Depositary is at any time unwilling or unable to continue as CDI Depositary and a successor CDI Depositary is not appointed by the Issuer within 15 days of such notification.

The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders.

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ARTICLE 6

Covenants

SECTION 6.03. Payment of Notes. The Issuer shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or any other Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due.

The Issuer shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

SECTION 6.04. Negative Pledge. So long as any Note remains outstanding, the Issuer:

(a) will not create or permit to subsist any Lien upon the whole or any part of its assets or revenues present or future to secure any Relevant Debt or any guarantee of or indemnity in respect of any Relevant Debt (save under the Cross Guarantee Agreement);

(b) will procure that no Material Subsidiary (determined at the time of incurrence) creates or permits to subsist any Lien upon the whole or any part of its assets or revenues present or future to secure any Relevant Debt of the Issuer or any guarantee or indemnity in respect of any such Relevant Debt (save under the Cross Guarantee Agreement or as set forth in Section 4.02(c) below); and

(c) will procure that no Material Subsidiary (determined at the time of incurrence) gives any guarantee of, or indemnity in respect of, any of the Relevant Debt of the Issuer, unless, at the same time or prior thereto, the Issuer’s obligations under the Notes and this Indenture (A) are secured equally and ratably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, or (B) have the benefit of such other Lien, guarantee, indemnity or other arrangement not materially less beneficial to the Holders.

SECTION 6.05. Change of Control. (a) If a Change of Control Triggering Event occurs, unless the Issuer has exercised its rights to redeem the Notes as described in Article 3 above, Holders will have the right to require the Issuer to repurchase all or any part (in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof ) of their Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set forth herein. In the Change of Control Offer, the Issuer shall offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, the Issuer shall mail a notice to Holders describing the transaction or transactions that constitute the Change of Control

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Triggering Event and shall offer to repurchase the Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (“Change of Control Payment Date”), pursuant to the procedures required by the Notes and described in such notice. The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the Notes, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached the Issuer’s obligations under the Change of Control provisions of the Notes by virtue of such conflicts.

(b) On the Change of Control Payment Date, the Issuer shall to the extent lawful:

(i) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(ii) deposit with the Trustee an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased.

(c) In each case at the Issuer’s expense, the Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes (or, if all of the Notes are then in global form, make such payment through the facilities of Euroclear, the CDI Depositary and DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in minimum denomination of $1,000 and any integral multiple of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date unless the Issuer defaults in making the Change of Control Payment.

SECTION 6.06. Compliance Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an Officers’ Certificate stating that in the course of the performance by the signer of its duties as an Officer of the Issuer it would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period, and if so, the certificate shall describe the Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

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The Issuer will also be required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of Default or Event of Default, their status and what action the Issuer is taking or proposes to take in respect thereof.

SECTION 6.07. Reports by the Issuer.

(a) The Issuer, pursuant to Section 314(a) of the TIA, shall:

(i) file with the Trustee, within 15 days after the Issuer has filed the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act of; or, if the Issuer is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee, in accordance with rules and regulations prescribed from time to time by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(ii) file with the Trustee and the SEC, in accordance with rules and regulations prescribed from time to time by the SEC such additional information, documents and reports with respect to compliance by the SEC with the conditions and covenants of the Indentures as may be required from time to time by such rules and regulations; and

(iii) transmit by mail to all holders of Notes within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the TIA, such summaries of any information, documents and reports required to be filed by the Issuer pursuant to paragraphs (i) and (ii) of this Section as may be required by rules and regulations prescribed from time to time by the SEC.

(b) The Issuer hereby agrees with each Holder, for so long as any Transfer Restricted Notes remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Notes in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Notes from such Holder or beneficial owner, upon request, the information with respect to the Issuer and the Cross Guarantors required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Notes pursuant to Rule 144A under the Securities Act.

Delivery to the Trustee of the information required by this Section 4.05 is for informational purposes only, and the Trustee’s receipt of such information shall not constitute constructive notice of any information contained therein or determinable from

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information contained therein, including compliance with any of the covenants under this Indenture.

SECTION 6.08. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 6.09. Payments of Additional Amounts. (a) All payments made by the Issuer under, or with respect, to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or otherwise resident for tax purposes, or any jurisdiction from or through which any payment is made (any of the aforementioned being, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the official interpretation or administration thereof.

(b) If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(i) any Taxes that would not have been so imposed but for (a) the existence of any present or former connection between the relevant Holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over the relevant Holder or beneficial owner of the Notes, if the relevant Holder or beneficial owner of the Notes is an estate, trust partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction (including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having had a permanent establishment therein or (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later),

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(ii) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge,

(iii) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, premium or any interest on, the Notes,

(iv) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax,

(v) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income, as amended, or any law implementing or complying with, or introduced in order to conform to such Directive,

(vi) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or

(vii) any combination of items (i), (ii), (iii), (iv), (v) and (vi) above.

(c) The Issuer also will not be required to pay Additional Amounts:

(i) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that such beneficiary would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period),

(ii) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder or beneficial owner who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of

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such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note; or

(iii) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State.

(d) If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders and beneficial owners on the relevant payment date.

(e) Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

Whenever in this Indenture there is mentioned, in any context:

(i) the payment of principal,

(ii) purchase prices in connection with a purchase of Notes,

(iii) interest, or

(iv) any other amount payable on or with respect to any of the Notes,

that reference shall be deemed to include payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

(f) The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, this Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of the Kingdom of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee.

(g) The preceding provisions will survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which

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any successor Person to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

SECTION 6.10. Certain Release of Cross Guarantee. Under the terms and conditions hereof and the Cross Guarantee Agreement, for so long as any Note remains outstanding, all guarantees made by a Cross Guarantor under the Cross Guarantee Agreement in respect to the Notes and the Indenture will be released and discharged, upon a sale, exchange, transfer or other disposition in a transaction or series of transactions over a twelve-month period (any such sale, exchange, transfer or other disposition in a transaction or series of transactions over a twelve-month period, a “Disposition”) to any Person that is not the Issuer or a Subsidiary of the Issuer of all of the capital stock, or all or substantially all of the assets, of such Cross Guarantor, if as a result of which such Cross Guarantor ceases to be a Subsidiary of the Issuer; provided, that such Disposition otherwise complies with the terms and conditions of this Indenture. With respect to a Disposition of such capital stock of, or a Disposition of such assets of, a Cross Guarantor that is a Major Subsidiary, to the extent the Disposition does not constitute a Change of Control, the Issuer hereby covenants and agrees that no Cross Guarantor that is a Major Subsidiary shall be released under the Cross Guarantee Agreement in respect to the Notes and this Indenture if after giving effect to such Disposition, Moody’s and S&P shall lower the credit rating of Notes issued under this Indenture directly as a result of such Disposition.

ARTICLE 7

Successor Issuer

SECTION 7.03. When Issuer May Merge or Transfer Assets. The Issuer shall not merge into or consolidate with any other corporation or sell, convey, transfer or lease its properties and assets substantially as an entirety to any Person other than any of its respective Subsidiaries, unless:

(a) the corporation into which the Issuer is merged or the Person which acquires by sale, conveyance, transfer or lease the properties and assets of the Issuer substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Notes and the performance of every covenant of this Indenture on the part of the Issuer, as the case may be, to be performed or observed;

(b) 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 happened and be continuing, and

(c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied with.

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SECTION 7.04. Successor Corporation Substituted. Upon any merger, or any sale, conveyance, transfer or lease of the properties and assets of the Issuer substantially as an entirety in accordance with this Article 5, the successor corporation into which the Issuer is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such successor corporation had been named as the Issuer herein; provided, however, that no such sale, conveyance, transfer or lease shall have the effect of releasing the Person named as the “Issuer” in the first paragraph of this instrument or any successor corporation which shall theretofore have become such in the manner prescribed in this Article from its liability as obligor and maker on any of the Notes.

ARTICLE 8

Defaults and Remedies

SECTION 8.03. Events of Default. “Event of Default” wherever used herein with respect to the Notes 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 pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a) a default for 30 days in any payment of interest on any Note issued under this Indenture when due and payable;

(b) a default in the payment of principal of any Note issued under this Indenture at its Stated Maturity, upon required redemption or repurchase or otherwise;

(c) the failure by any Cross Guarantor to perform any covenant set forth in the Cross Guarantee Agreement applicable to such Cross Guarantor or the repudiation by any Cross Guarantor of its obligations under the Cross Guarantee Agreement other than in compliance with the terms thereof, in each case for 30 days after the Issuer receives written notice from the Trustee, or the Cross Guarantee Agreement fails to be in full force and effect for any reason;

(d) the failure by the Issuer for 30 days after it receives written notice from the Trustee to comply with any one or more of its obligations under the Notes (other than as specifically provided for otherwise in this Section 6.01;

(e) default by the Issuer or any Material Subsidiary in the due payment of any other Indebtedness having a minimum aggregate amount of 2% of the Issuer’s Consolidated Capitalization (or its equivalent in any other freely convertible currency or currencies) of the Issuer or any Material Subsidiary or assumed by or guaranteed by the Issuer or any Material Subsidiary, and provided that any such default has not been cured within the period of grace contractually agreed upon or subsequently agreed to for such payment, or in the event that any such Indebtedness shall have become repayable before the due date thereof as a result of acceleration of maturity by reason of the occurrence of

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any event of default thereunder, unless in any such case such Indebtedness is contested in good faith (the “cross-acceleration provision”); provided, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(f) if a court shall enter a decree or order for relief in respect of the Issuer or any Material Subsidiary in an involuntary case under any applicable bankruptcy, insolvency, judicial reorganization or other similar law now or hereafter in effect (including the Belgian Law of 8 August 1997 on bankruptcy (faillite/faillissement) and the Belgian Law of 31 January 2009 on the continuity of enterprises), or appointing a receiver, liquidator, sequestrator (or other similar official under any applicable bankruptcy law) of the Issuer or any Material Subsidiary or for any substantial part of any of their property, or ordering the winding-up or liquidation of their affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days (the “bankruptcy provisions”); or

(g) if the Issuer or any Material Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency, or other similar law now or hereafter in effect (including the Belgian Law of 8 August 1997 on bankruptcy (faillite/faillissement) and the Belgian Law of 31 January 2009 on the continuity of enterprises), or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, sequestrator (or other similar official under any applicable bankruptcy law) of the Issuer or any Material Subsidiary or for any substantial part of any of their property, or shall make any general assignment for the benefit of creditors, or shall take any corporate action in furtherance of any of the foregoing (the “winding-up provisions”).

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SECTION 8.04. Acceleration. If an Event of Default (other than as a result of the bankruptcy provisions or the winding-up provisions) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an Event of Default occurs as a result of the bankruptcy provisions or the winding-up provisions, the unpaid principal of and interest on all the Notes issued will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. The Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except non-payment of principal or interest that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

SECTION 8.05. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 8.06. Waiver of Past Defaults. The Holders of a majority in aggregate outstanding principal amount of the Notes by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of, premium or interest (including Additional Amounts) on a Note, (b) a Default arising from the failure to redeem or purchase any Note when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

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SECTION 8.07. Control by Majority. The Holders of a majority in aggregate outstanding principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 8.08. Limitation on Suits. (a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1) the Holder gives to the Trustee notice stating that an Event of Default is continuing;

(2) the Holders of at least 25% in aggregate principal amount of these outstanding Notes make a written request to the Trustee to pursue the remedy;

(3) the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity satisfactory to the Trustee; and

(5) the Holders of a majority in aggregate principal amount of these outstanding Notes do not give the Trustee a direction inconsistent with the request during such 60-day period.

(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 8.09. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

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SECTION 8.10. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Notes for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Notes) and the amounts provided for in Section 7.07.

SECTION 8.11. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any Subsidiary, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions and shall be entitled and empowered to collect and receive any moneys payable and deliverable on any such claims and to distribute the same, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. The Issuer’s payment obligations under this Section 6.09 shall be secured in accordance with the provisions of Section 7.07.

SECTION 8.12. Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.07;

SECOND: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

THIRD: to the Issuer.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall transmit a notice in accordance with Section 10.02 to each Holder and the Issuer, which notice shall state the record date, the payment date and amount to be paid.

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SECTION 8.13. 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 or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by a Holder or Holders of more than 10% in aggregate outstanding amount of the Notes.

SECTION 8.14. Waiver of Stay or Extension Laws. To the extent permitted by applicable law, the Issuer shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any 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 the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 8.15. No obligation on Trustee. Subject to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense.

ARTICLE 9

Trustee

SECTION 9.03. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.

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However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) Notwithstanding any other provision of this Indenture the Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of Section 7.01(b);

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, Section 6.04 and Section 6.05; and

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur 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 to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to Sections 7.01(a), 7.01(b) and 7.01(c).

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) 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 Section 7.01 and to the provisions of the TIA.

(h) In no event shall the Trustee be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

SECTION 9.04. Rights of Trustee. (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

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(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(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, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in aggregate outstanding principal amount of the Notes at the time outstanding, 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 to examine the books, records and premises of the Issuer personally or by agent or attorney, and to consult with the officers and representatives of the Issuer, including its accountants and attorneys.

(g) The Trustee shall be under no obligation to exercise any of the rights or powers invested in it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction.

(h) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties under this Indenture.

SECTION 9.05. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.

SECTION 9.06. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any guarantee under the Cross Guarantee Agreement, if any, or the Notes, it

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shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer, in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f) or 6.01(g) or of the identity of any Material Subsidiary unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received notice thereof in accordance with Section 10.02 hereof from the Issuer or any Holder.

SECTION 9.07. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall transmit, in accordance with Section 10.02, a notice of the Default to each Holder within the earlier of 90 days after such Default occurs or 30 days after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of a Default in payment of principal of or interest or Additional Amounts on any Note (including payments pursuant to the mandatory redemption provisions of such Note, if any), the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.

SECTION 9.08. Reports by Trustee to Holders. As promptly as practicable after each September 15, beginning with the September 15, 2011, following the date of this Indenture, and in any event prior to September 30 in each year, the Trustee, at the Issuer’s expense, shall transmit in accordance with Section 10.02 to each Holder a brief report dated as of such September 15 that complies with Section 313(a) of the TIA if and to the extent required thereby. The Trustee shall also comply with Section 313(b) of the TIA.

A copy of each report at the time of it being transmitted to Holders shall be filed by the Issuer with the SEC (to the extent required by the TIA) and each stock exchange (if any) on which the Notes are listed. The Issuer agrees to notify promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.

SECTION 9.09. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the Trustee and its agents, employees, directors, officers and Affiliates against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by or in connection with the administration of this trust and the performance of its duties hereunder, except to the extent such loss, liability, or expense results from the willful misconduct, negligence or bad faith of the Trustee, or any of its agents, employees, directors, officers and Affiliates. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge

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thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer of its indemnity obligations hereunder. At the Trustee’s sole discretion, the Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense; provided that any settlement of a claim shall be approved in writing by the Trustee, which approval shall not be unreasonably withheld. Such indemnified parties may have separate counsel and the Issuer as applicable shall pay the reasonable fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer, and such parties in connection with such defense.

To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes.

The Issuer’s payment obligations pursuant to this Section 7.07 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(f) or 6.01(g) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the bankruptcy law.

SECTION 9.10. Replacement of Trustee. (a) The Trustee may resign at any time by so notifying the Issuer. The Holders of a majority in aggregate principal amount outstanding of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns, is removed by the Issuer or by the Holders of a majority in aggregate amount outstanding of the Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor

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Trustee shall transmit a notice in accordance with Section 10.02 of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount outstanding of the Notes may petition any court of competent jurisdiction (at the reasonable expense of the Issuer) for the appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.10, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a protected holder of a Note for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

SECTION 9.11. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 9.12. Eligibility; Disqualification. There shall at all times be a Trustee hereunder and the Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met.

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SECTION 9.13. Preferential Collection of Claims Against Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

SECTION 9.14. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god; it being understood that the Trustee shall use commercially reasonable best efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

ARTICLE 10

Discharge of Indenture; Defeasance

SECTION 10.03. Discharge of Liability on Notes; Defeasance. (a) When (i) all outstanding Notes (other than Notes replaced or paid pursuant to Section 2.08) have been cancelled or delivered to the Trustee for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity or as a result of the transmission of a notice of redemption pursuant to Article 3 hereof, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee as trust funds solely for the benefit of Holders for the giving of notice of redemption and the Issuer irrevocably deposits with the Trustee cash in U.S. dollars in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, in the written opinion of an internationally recognized firm of independent certified public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), to pay the principal of and interest on the outstanding Notes when due at maturity or upon redemption of, including interest thereon to maturity or such Redemption Date (other than Notes replaced or paid pursuant to Section 2.08) and if in either case the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect.

The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee and at the cost and expense of the Issuer.

(b) Subject to Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.05 and 4.08 and the operation of Sections 5.01(b), 6.01(e) (the “cross-acceleration provision”), 6.01(f) (the bankruptcy provisions) and 6.01(g) (the winding-up provisions) (with respect to Material Subsidiaries of the Issuer only) (“covenant defeasance option”). The Issuer may exercise

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its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c) to 6.01(e) or because of the failure of the Issuer to comply with Section 5.01(b).

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

(c) Notwithstanding Sections 8.01(a) and 8.01(b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.07, 8.05 and 8.06 shall survive.

SECTION 10.04. Conditions to Defeasance (a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(i) the Issuer irrevocably deposits in trust with the Trustee cash in U.S. dollars in an amount sufficient or U.S. Government Obligations, the principal of and interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of, and premium (if any) and interest on the Notes when due at maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date;

(ii) if U.S. Government Obligations are deposited, the Issuer delivers to the Trustee a certificate from an internationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to maturity or redemption, as the case may be;

(iii) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto (other than a Default resulting from the incurrence of Indebtedness all or a portion of the proceeds at which will be used to release the Notes pursuant to this Section 8.02 concurrently with such incurrence);

(iv) the deposit does not constitute a default under any other agreement binding on the Issuer;

(v) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is

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qualified as, a regulated investment company under the U.S. Investment Company Act of 1940;

(vi) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Issuer has received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for U.S. Federal, U.K. and Belgian income tax purposes as a result of such deposit and defeasance and will be subject to U.S. Federal, U.K. and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(vii) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for U.S. federal, U.K. or Belgian income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal, U.K. and Belgian income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(viii) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with; and

(ix) the Issuer delivers to the Trustee all other documents or other information that the Trustee may reasonably require in connection with the defeasance.

(b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with Article 3.

SECTION 10.05. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes.

SECTION 10.06. Repayment to Issuer. The Trustee and the Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article which, in the written opinion of an internationally recognized firm of independent certified public accountants delivered to

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the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors, and the Trustee and the Paying Agent shall have no further liability with respect to such monies.

SECTION 10.07. Indemnity for U.S. Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 10.08. Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE 11

Supplemental Indentures

SECTION 11.03. Without Consent of Holders. (a) Without the consent of any Holders, the Issuer, when authorized pursuant to a resolution of the Board of Directors, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee and the Issuer, for any of the following purposes:

(i) cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect;

(ii) provide for the assumption by a successor corporation of the obligations of the Issuer under this Indenture;

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(iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(iv) add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any of its Subsidiaries;

(v) make any change that does not adversely affect the rights of any Holder, subject to the provisions of this Indenture;

(vi) provide for the issuance of Exchange Notes or Additional Notes; or

(vii) comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA.

After a supplemental indenture under this Section 9.01 becomes effective, the Issuer shall transmit in accordance with Section 10.2 to Holders a notice briefly describing such supplemental indenture. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of a supplemental indenture under this Section 9.01.

SECTION 11.04. With Consent of Holders. The Issuer, when authorized by a resolution of the Board of Directors and the Trustee, may enter into an indenture or indentures supplemental hereto 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 the Notes under this Indenture, but only with the consent of the Holders of more than 50% in aggregate principal amount of the outstanding Notes, which consent may be obtained at a Meeting or otherwise. Notwithstanding the foregoing, a supplemental indenture that has any of the following effects requires the unanimous vote of the Holders (either in person or by proxy) of all of the outstanding Notes affected by such decision in favor of such supplemental indenture at a duly convened Meeting:

(i) reduce the principal amount of Notes or otherwise modify the conditions of payment of the principal amount of any Note;

(ii) reduce the stated rate of or extend the time for payment of interest on any Note, or otherwise modify the conditions of interest on any Note;

(iii) extend the Stated Maturity of any Note;

(iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3;

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(v) make any Note payable in any currency other than that stated in the Note;

(vi) impair the right of any Holder to receive payments of principal of, and interest on, such Holder’s Note on or after the due date therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Note; or

(vii) amend the first sentence of this Section 9.02 to reduce the aggregate principal amount of Notes whose holders must vote in favor of a supplemental indenture or make any change in the second sentence of this Section 9.02.

After a supplemental indenture under this Section 9.02 becomes effective, the Issuer shall transmit in accordance with Section 10.02 to Holders a notice briefly describing such supplemental indenture. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of a supplemental indenture under this Section 9.02.

Appendix B contains additional provisions relating to the conduct of Meetings, which provisions are hereby incorporated in and expressly made a part of this Indenture and which shall apply to any Meeting, whether for purposes of this Section 9.02 or otherwise.

It shall not be necessary for any Meeting or consent of the Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Meeting or consent shall approve the substance thereof.

SECTION 11.05. Compliance with Trust Indenture Act and Article 568 of the Belgian Company Code.

(a) Every supplemental indenture executed pursuant to this Indenture or the Notes shall comply with the TIA as then in effect.

(b) No resolution of a Meeting which in the opinion of the Issuer relates to any of the matters listed in Article 568 of the Belgian Company Code shall be effective unless approved at a Meeting complying in all respects with the requirements of the Indenture. Such matters include, inter alia, modifying or suspending the date of maturity of the Notes, extending the time for payment of interest on any Note, reducing the rate of such interest or deciding urgent interim actions in the common interest of Holders.

SECTION 11.06. Revocation and Effect of Waivers and Proxies.

(a) A waiver, or the appointment of a Proxy, by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the waiver or the appointment of such Proxy, is not made on the Note. However, any such Holder or

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subsequent Holder may revoke the written waiver, or the appointment of such Proxy, as to such Holder’s Note or portion of the Note if (in the case of a written consent) the Trustee receives the notice of revocation before the date on which the Trustee receives an Officers’ Certificate from the Issuer certifying that the requisite number of consents have been received or (in the case of the appointment of a Proxy) in accordance with Appendix B. After a supplemental indenture or waiver becomes effective, it shall bind every Holder. A supplemental indenture or waiver becomes effective upon (i) if required by this Indenture, its approval at a duly convened Meeting by a Required Resolution or the receipt of the requisite consent from Holders, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment or waiver and (iii) execution of such waiver or supplemental indenture by the Issuer and the Trustee.

(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give a written consent or take any other action described above or required or permitted to be taken pursuant to this Indenture (except that action by Holders at Meetings will be governed by Appendix B). If a record date is fixed, then notwithstanding Section 9.04(a), those Persons who were Holders at such record date (or their duly designated Proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent (or the appointment of a Proxy) previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective if given more than 120 days after such record date.

SECTION 11.07. Notation on or Exchange of Notes. If a supplemental indenture changes the terms of a Note, the Trustee may require the Holder of the Note to deliver such Note (or, if applicable, the Definitive Registered Certificate in respect thereof) to the Trustee. The Trustee may place an appropriate notation on the Note (or, if applicable, the Definitive Registered Certificate in respect thereof) regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so determines, the Issuer in exchange for the Note (or, if applicable, the Definitive Registered Certificate in respect thereof) shall issue and the Trustee shall authenticate a new Note (or Definitive Registered Certificate in respect thereof, if applicable) that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note (or Definitive Registered Certificate in respect thereof, if applicable) shall not affect the validity of such supplemental indenture.

SECTION 11.08. Trustee to Sign Supplemental Indentures. The Trustee shall sign any supplemental indenture authorized pursuant to this Article 9 if such supplemental indenture does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such supplemental indenture the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture is the legal, valid and binding obligation of the Issuer enforceable

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against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

SECTION 11.09. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any waiver of or supplemental indenture amending any of the terms or provisions of this Indenture or the Notes (or the appointment of any Proxy in relation to any of the foregoing) unless such consideration is offered to be paid to all Holders that so waive or approve the supplemental indenture in the time frame set forth in solicitation documents relating to such waiver or supplemental indenture or Proxies in relation thereto.

SECTION 11.10. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture in accordance with Sections 9.01 and 9.02, 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 Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

ARTICLE 12

Miscellaneous

SECTION 12.03. Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with another provision (an “incorporated provision”) included in this Indenture by operation of, Sections 310 to 317 of the TIA, inclusive, such imposed duties or incorporated provision shall control.

SECTION 12.04. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) addressed as follows:

if to the Issuer:

Square Marie Curie 40

1070 Brussels

Belgium

Fax:    +32 (2) 412 8568

Attention of: A.M. Silva Gonzalez and William Schoofs (separate notices to each person)

if to the Trustee:

The Bank of New York Mellon

101 Barclay Street

New York, NY 10286

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Fax:    +44 207 964 2536

Attention: Corporate Trust Administration

The Issuer or the Trustee by notice to the other parties hereto may designate additional or different addresses for subsequent notices or communications.

Notwithstanding anything to the contrary in this Indenture, any notice or report to Holders that is required by the relevant section of the TIA to be mailed shall be so mailed. Any notice or communication mailed to a Holder shall be mailed, by first-class mail, to the Holder at the Holder’s address as it appears on the registration books of the Registrar or the Issuer, as the case may be, and shall be sufficiently given if so mailed within the time prescribed. Mailing required by Section 313 of the TIA shall be made in accordance with Section 313(c) thereof.

Failure to transmit a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is transmitted in the manner provided above, it is duly given, whether or not the addressee receives it.

For so long as Notes are in the form of a Global Note, notices to Holders of interests in such Global Note are permitted to be given through the relevant clearance systems in accordance with the Applicable Procedures thereof. In addition, the Issuer and/or the Trustee may treat the Person that is the Holder for purposes of payments of principal, premium, if any, and interest on the Notes as the Holder for purposes of the transmission of notices, reports and certificates.

SECTION 12.05. Communication by Holders with Other Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA.

SECTION 12.06. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee:

(b) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(c) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

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SECTION 12.07. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.04) shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

(b) 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;

(c) a statement that, in the opinion of such individual, 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

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 12.08. Acts by Holders. In determining whether the Holders of the required aggregate amount outstanding of the Notes have (a) concurred in any direction, waiver or consent, (b) voted in favor of a Required Resolution at a Meeting or (c) are present or represented at a Meeting, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

SECTION 12.09. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 12.10. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which banking institutions are generally not open in Brussels, Belgium or the State of New York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

SECTION 12.11. Governing Law. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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SECTION 12.12. Consent to Jurisdiction and Service. The Issuer irrevocably (i) agrees that any legal suit, action or proceeding against the Issuer arising out of or based upon this Indenture, the Notes or the transactions contemplated hereby may be instituted in any U.S. Federal or state court in the Borough of Manhattan, The City of New York and (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding. The Issuer has appointed Corporate Service Company as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Indenture, the Notes or the transactions contemplated hereby which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Issuer represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon the Issuer.

SECTION 12.13. No Recourse Against Others. A director, officer, employee, incorporator or shareholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

SECTION 12.14. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.15. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

SECTION 12.16. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.17. Prescription. Claims against the Issuer for the payment of principal on the Notes will be prescribed 10 years after the applicable due date for the payment thereof. Claims against the Issuer for the payment of interest or Additional Amounts, if any, on the Notes will be prescribed five years after the applicable due date for payment of interest.

[Signature page follows]

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IN WITNESS WHEREOF the parties have caused this Indenture to be duly executed as of the date first written above.

DELHAIZE GROUP SA/NV
By:	/s/ A. M. Silva Gonzalez
	Name: A. M. Silva Gonzalez
	Title: Vice President - Treasury
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Trevor Blewer
	Name: Trevor Blewer
	Title: Vice President

Indenture Signature Page

APPENDIX A

PROVISIONS RELATING TO INITIAL NOTES AND EXCHANGE NOTES

1 Definitions and Interpretation

1.1 Definitions

For the purposes of this Appendix A the following terms shall have the meanings indicated below:

“Applicable Procedures” means the rules and procedures of the X/N System, Euroclear, Clearstream and DTC, in each case to the extent applicable to a transaction and as in effect from time to time;

“CDI Depositary” means The Bank of New York Mellon until a successor replaces it and, thereafter, means the successor;

“Clearstream” means Clearstream Banking, société anonyme, or any successor securities clearing agency;

“Definitive Registered Certificate” means a certificate in the form of Exhibit C that evidences the registration of a Definitive Registered Note in the name of a Holder in the Register;

“Definitive Registered Note” means a Note outstanding in registered form, title to which is shown by an entry in the Register;

“Domiciliary Agent” means ING Belgium SA/NV or its successor, as domiciliary agent under the Agency Agreement;

“DTC” means The Depository Trust Company, its nominees and their respective successors;

“Euroclear” means the clearing and settlement system operated by Euroclear Bank SA/NV, or any successor securities clearing and settlement agency;

“Global Notes Legend” means the legend referred to as such in Section 2.3(i)(i) herein;

“NBB” means the National Bank of Belgium;

“QIB” means a “qualified institutional buyer” as defined in Rule 144A;

“Register” means the register held by the Registrar, if any, in accordance with Section 2.4 hereof, which will show the aggregate principal amount, serial numbers and dates of issuance of Definitive Registered Notes and Definitive Registered

Certificates, the names and address of the Holders and the dates of all transfers to, and the names and addresses of, all subsequent Holders, all cancellations of Definitive Registered Notes and corresponding Definitive Registered Certificates and all replacements of Definitive Registered Certificates;

“Registered Exchange Offer” means an offer by the Issuer, pursuant to a Registration Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount at maturity of Exchange Notes registered under the Securities Act;

“Registration Rights Agreement” means (a) the Registration Rights Agreement dated October 8, 2010, among the Issuer, the Cross Guarantors and Banc of America Securities LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. and (b) any other similar Registration Rights Agreement relating to Additional Notes;

“Regulation S” means Regulation S under the Securities Act;

“Regulation S Notes” means all Initial Notes offered and issued outside the United States in reliance on Regulation S;

“Restricted Period”, with respect to any Notes, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Notes are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day (if later than the Issue Date) shall be promptly given by the Issuer to the Trustee, and (b) the Issue Date with respect to such Notes;

“Restricted Notes Legend” means the legend referred to as such in Section 2.3(i)(i) herein;

“Rule 144A” means Rule 144A under the Securities Act;

“Rule 144A Notes” means all Initial Notes offered and issued pursuant to a private placement exemption from the registration requirements of the Securities Act and eligible for resale pursuant to Rule 144A;

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Shelf Registration Statement” means a registration statement filed by the Issuer in connection with the offer and sale of Initial Notes pursuant to the Registration Agreement;

“Transfer Agent” means The Bank of New York (Luxembourg), S.A.; and

“Transfer Restricted Notes” means any Notes that bear or are required to bear (or in respect of which Definitive Registered Certificates bear or are required to bear) the Restricted Notes Legend or otherwise subject to the restrictions contained therein.

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1.2 Other Definitions

Term:	Defined in Section:
“Global Note”	2.1(b)
“Regulation S Global Note”	2.1(b)
“Regulation S Permanent Global Note	2.1(b)
“Regulation S Temporary Global Note	2.1(b)
“Rule 144A Global Note”	2.1(b)

1.2 Rules of Interpretation

If any conflict or inconsistency exists between this Appendix A and the rest of the Indenture, the Indenture shall govern.

2 The Notes

2.1 Form and Dating

(a) Initial Notes. The Initial Notes issued on the date hereof will be (i) offered and issued by the Issuer to eligible holders pursuant to the Initial Exchange Offer. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law.

(b) Global Notes. Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in bearer form (collectively, the “Rule 144A Global Notes”) and Regulation S Notes shall be issued initially in the form of one or more global Notes in bearer form (collectively, the “Regulation S Global Notes”) without interest coupons and bearing the Global Notes Legend and, in the case of Rule 144A Notes, the Restricted Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System. Regulation S Notes shall be issued initially in the form of one or more temporary global Notes in bearer form (each a “Regulation S Temporary Global Note”) without interest coupons and bearing the Regulation S Temporary Global Notes Legend and the Global Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System. The Regulation S Global Note will be exchangeable for a single permanent global Note, (the “Regulation S Permanent Global Note” and together with each Regulation S Temporary Global Note a “Regulation S Global Note”) without interest coupons and bearing the Global Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System after the expiration of the applicable “distribution compliance period” (as defined in Regulation S) and the certification required by Regulation S. Prior to such time, a beneficial interest in the Regulation S Temporary Global Note may be transferred to a person who takes delivery

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in the form of an interest in the Rule 144A Global Note only in accordance with Section 2.3 hereof. Book-Entry Interests in the Regulation S Global Notes shall not be exchangeable for interests in the Rule 144A Global Notes until the expiration of the Restricted Period. The Rule 144A Global Notes and the Regulation S Global Notes are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”; provided that the term “Global Note” when used in Sections 2.3(k)(i) and 2.3(l)(i) shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount at maturity of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Domiciliary Agent, Trustee and/or the NBB, as applicable, and on the schedules thereto as hereinafter provided.

(c) Definitive Registered Notes. Except as provided in Section 2.3, owners of Book-Entry Interests in Global Notes will not be entitled to receive interests in Definitive Registered Notes in exchange for such Book-Entry Interests or physical delivery of Definitive Registered Certificates in respect of Definitive Registered Notes.

2.2 Authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by two members of the Board of Directors of the Issuer (a) Original Notes for original issue on the date hereof in an aggregate principal amount at maturity of USD 827,163,000 million in Notes, (b) subject to the terms of the Indenture, Additional Notes and (c) the Exchange Notes for issue only in a Registered Exchange Offer pursuant to a Registration Agreement and for a like principal amount at maturity of Initial Notes exchanged pursuant thereto. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Exchange Notes.

2.3 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Holders of Book-Entry Interests in the Global Notes will not be entitled to receive physical delivery of the Global Notes or of any individual bearer note representing a portion thereof. Any transfer of a Book-Entry Interest in a Global Note or payment of the principal, interest or premium, if any, on such interests in the Global Notes other than through the X/N System or its Participants and/or Indirect Participants, shall not be enforceable against the Issuer. Global Notes may be replaced, as provided in Section 2.08 of the Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note pursuant to this Section 2.3 shall be authenticated and delivered in the form of, and shall be, a Global Note, except in connection with the issuance of Definitive Registered Notes as provided in Sections 2.3(e) and 2.3(f). A Global Note may not be exchanged for another Note other than as provided in the Global Notes Legend. However, Book-Entry Interests in a Global Note may be transferred and exchanged as provided in this Section 2.3.

All Global Notes will be exchanged by the Issuer in whole, but not in part, for Definitive Registered Notes, in respect of which Definitive Registered Certificates will be issued, in the event that:

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(1) (A) the NBB ceases to operate the X/N System and no successor has been appointed within 15 days after the date on which NBB gives notice of such fact to the Issuer and the Domiciliary Agent;

(B) both Euroclear and Clearstream notify the Issuer that they are unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and no successor clearing agency has been appointed within 15 days after the date on which notice of such fact is given to the Issuer;

(C) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the CDI Depositary at the Issuer’s request within 15 days of such notification; or

(D) if the CDI Depositary is at any time unwilling or unable to continue as CDI Depositary and a successor CDI depositary is not appointed by the Issuer within 15 days of such notification; or

(2) if, as a result of any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, or any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), that becomes effective on or after the Closing Date of such series, the Issuer determines that continuing to settle the Notes through the X/N System would require it on the occasion of the next payment due in respect of the Notes to make a deduction or withholding from any payment in respect of the Notes, which deduction or withholding would not then be required in respect of Definitive Registered Notes.

In the event that Definitive Registered Notes become exchangeable pursuant to clause (1)(A) above:

(i) the Issuer shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (b) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five Business Days after such request; and

(ii) The Bank of New York Mellon, New York Branch, shall: (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (for the latter, based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC); and (b) upon cancelation of the Global Notes by the NBB, arrange for the entry of the Definitive Registered Notes in the register kept by the Issuer and the delivery of certificates evidencing the

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entry of the Definitive Registered Notes in such register in the name of the relevant holders of book entry interests.

In the event that Global Notes become exchangeable pursuant to clause 1(B) or (2) above:

(i) The Bank of New York Mellon, New York Branch, shall deliver to the Issuer a request for the issue of Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes; and

(ii) the Issuer shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (b) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five business days after such request; and

(ii) The Bank of New York Mellon, New York Branch, shall: (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (for the latter, based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC); and (b) arrange for the entry of the Definitive Registered Notes in the register kept by the Issuer and the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of the relevant holders of book-entry interests.

At the time of the exchange of the Definitive Registered Notes, the entries made of the Definitive Registered Notes in the Register shall correspond with the last entries in the accounts of the X/N System and/or its Participants (or as directed by them).

In the event that Global Notes become exchangeable pursuant to clause (1)(C) or (D) above:

(i) the Issuer shall (a) issue Definitive Registered Notes in an aggregate principal amount equal to the principal amount of the Global Notes and (ii) instruct the Domiciliary Agent to request the NBB to cancel the Global Notes within five business days after such request; and

(ii) the substitute to the CDI’s depositary shall: (a) arrange for Definitive Registered Notes to be issued in the amount of and in the name of the holders of book-entry interests in the CDIs representing interests in the Global Notes (based on instructions received by it from the CDI Depositary, in turn based on instructions from DTC); and (b) arrange for the entry of the Definitive Registered Notes in the register kept by the Issuer and the delivery of certificates evidencing the entry of the Definitive Registered Notes in such register in the name of the relevant holders of book-entry interests.

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(b) General Provisions Applicable to Transfers and Exchanges of the Notes. Transfers of Book-Entry Interests in the Global Notes (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note) shall require compliance with this Section 2.3(b), as well as one or more of the other paragraphs of this Section 2.3, as applicable.

In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Notes), the Domiciliary Agent must receive: (i) a written order from a Participant or an Indirect Participant given in accordance with the Applicable Procedures directing the Domiciliary Agent to debit, or cause to be debited, from the transferor or person exchanging a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given in accordance with the Applicable Procedures directing the Domiciliary Agent to, credit or cause to be credited, a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the account of the Participant to be credited with such increase.

In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Registered Note, the Domiciliary Agent must receive: (i) a written order from a Participant or an Indirect Participant given in accordance with the Applicable Procedures directing the Domiciliary Agent to debit, or cause to be debited, from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Domiciliary Agent to direct the Transfer Agent to cause the Issuer to issue, and to arrange for the entry in the Register of, a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged and the Issuer to issue, and the Trustee to authenticate, Definitive Registered Certificates in respect of Definitive Registered Notes; and (iii) instructions containing information regarding the Person in whose name such Definitive Registered Note shall be registered to effect such transfer or exchange.

In connection with any transfer or exchange of Definitive Registered Notes, the Holder of such Notes shall present or surrender to the Transfer Agent the corresponding Definitive Registered Certificate(s) duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and Transfer Agent duly executed by such Holder or by its attorney, duly authorized in writing.

Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in the Indenture, the Domiciliary Agent shall issue to the NBB a new “Schedule of Increases or Decreases in Global Note” to be attached to the relevant Global Notes reflecting the increase or decrease, as applicable, in the principal amount at maturity of such Global Note and shall at the same time provide the Trustee with a copy of such schedule.

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(c) Transfer of Book-Entry Interests in a Regulation S Global Note to Book-Entry Interests in a Rule 144A Global Note. A Book-Entry Interest in a Regulation S Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Rule 144A Global Note only if the transfer complies with the requirements of Sections 2.3(b) and (to the extent applicable by its terms) 2.3(h) and the Domiciliary Agent receives a certificate to the effect set forth in Exhibit D to the Indenture, including (to the extent required by Section 2.3(h) the certifications in item (4) thereof.

Upon the receipt of such certificate and the order and instructions required by Section 2.3(b), the Domiciliary Agent (i) shall deliver, or cause to be delivered, to NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the decrease in amount of the relevant Regulation S Global Note and a new “Schedule of Increases or Decreases in Global Note” reflecting the increase in amount of the relevant Rule 144A Global Note by the principal amount at maturity of such transfer (and shall at the same time provide the Trustee with a copy of such schedule) and (ii) thereafter credit and debit, or cause to be credited and debited, the accounts of the relevant Participants in connection with such transfer.

(d) Transfer of Book-Entry Interests in a Rule 144A Global Note to Book-Entry Interests in a Regulation S Global Note. A Book-Entry Interest in a Rule 144A Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Regulation S Global Note, only if the transfer complies with the requirements of Sections 2.3(b) and (to the extent applicable by its terms) 2.3(h) and the Domiciliary Agent receives a certificate from the Holder of such Book-Entry Interest in the form of Exhibit D to the Indenture, including the certifications in item (5) thereof.

Upon receipt of such certificate and the orders and instructions required by Section 2.3(b), the Domiciliary Agent (i) shall deliver, or cause to be delivered, to NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the increase in the amount of the relevant Regulation S Global Note and a new “Schedule of Increases or Decreases in Global Note” reflecting the decrease in amount of the relevant Rule 144A Global Note by the principal amount at maturity of such transfer (and shall at the same time provide the Trustee with a copy of such schedule) and (ii) thereafter, credit and debit, or cause to be credited and debited, the accounts of the relevant Participants and Indirect Participants in connection with such transfer.

No interest in a Regulation S Temporary Global Note will be transferred to a Holder of an interest in a Regulation S Permanent Global Note except pursuant to Section 2.1.

(e) Transfer of Book-Entry Interests in Global Notes to Definitive Registered Notes. A Holder of a Book-Entry Interest in a Global Note may transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note within 60 days following notice given by the Issuer or the Trustee of an Event of Default specified in Clause (a), (b), (e), (f) or (g) of Section 6.01 of the

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Indenture with respect to the Notes only if such transfer complies with the requirements of Sections 2.3(b) and (to the extent applicable by its terms) 2.3(h) and:

(i) in the case of a transfer by a Holder of a Book-Entry Interest in a Regulation S Global Note, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including (to the extent required by Section 2.3(h) the certifications in item (4) or (5) thereof;

(ii) in the case of a transfer by a Holder of a Book-Entry Interest in a Rule 144A Global Note that is a Transfer Restricted Note to a QIB in reliance on Rule 144A, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including certifications in item (4) thereof;

(iii) in the case of a transfer by a Holder of a Book-Entry Interest in a 144A Global Note that is a Transfer Restricted Note in reliance on Regulation S, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (5) thereof; or

(iv) in the case of a transfer by a Holder of a Book-Entry Interest in a Rule 144A Global Note that is a Transfer Restricted Note in reliance on Rule 144, the Domiciliary Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (6) thereof and, if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to the Issuer as to compliance with the restrictions contained in the legend set forth in Section 2.3(i)(i).

Upon receipt of such certificate and the orders and instructions required by Section 2.3(b), the Domiciliary Agent shall (i) deliver, or cause to be delivered to the NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the decrease in the amount of the relevant Global Note by the principal amount at maturity of such transfer (and shall at the same time provide the Trustee with a copy of such schedule), (ii) thereafter, debit, or cause to be debited, the accounts of the relevant Participant in connection with such transfer and (iii) shall give notice to the Transfer Agent, which shall cause the Issuer to exchange the Book-Entry Interests so transferred against Definitive Registered Notes in an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of such Book-Entry Interests and in the names set forth in the instructions received by the Domiciliary Agent and cause the Trustee, upon receipt of an Authentication Order from the Issuer in accordance with Section 2.3 of the Indenture, to authenticate one or more Definitive Registered Certificates in respect of such Definitive Registered Notes. The Transfer Agent shall cause any Definitive Registered Certificate in respect of a Definitive Registered Note that is a Transfer Restricted Note to bear the Restricted Notes Legend and instruct the Registrar to note the transfer restrictions in the Register. In addition, the Transfer Agent shall instruct the Registrar to record such transfer in the Register.

(f) Exchanges of Book-Entry Interests in Global Notes for a Definitive Registered Note. A Holder of a Book-Entry Interest in a Global Note may exchange such Book-Entry Interest for a Definitive Registered Note within 60 days

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following notice given by the Issuer or the Trustee of an Event of Default specified in clause (a), (b), (e), (f) or (g) of Section 6.01 the Indenture with respect to the Notes if the exchange complies with the requirements of Sections 2.3(h) and (to the extent applicable by its terms) 2.3(b) and, in the case of Transfer Restricted Notes, the Domiciliary Agent receives a certificate from such Holder in the form of Exhibit D to the Indenture, including the certifications in item (4), (5) or (6) thereof, as applicable, and, in the case of a transfer described in clause (6) of such certificate and, if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to compliance with the restrictions in the legend set forth in Section 2.3(i)(i); provided that a Holder of a Book-Entry Interest in a Global Note will not be required to provide any of the securities law certifications in Exhibit D in connection with an exchange of such Book-Entry Interest for a Definitive Registered Note that is subject to the same transfer restrictions as such Book-Entry Interest.

Upon receipt of such certificate and the orders and instructions required by Section 2.3(b), the Domiciliary Agent shall (i) debit, or cause to be debited, the accounts of the relevant Participants, (ii) deliver, or cause to be delivered, to the NBB a new “Schedule of Increases or Decreases in Global Note” reflecting the decrease in amount of the relevant Global Note by the principal amount at maturity of such exchange (and shall at the same time provide the Trustee with a copy of such schedule) and (iii) give notice to the Transfer Agent which shall cause the Issuer to exchange the Book-Entry Interests so transferred against Definitive Registered Notes in an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of such Book-Entry Interests and in the names set forth in the instructions received by the Domiciliary Agent, and cause the Trustee, upon receipt of an Authentication Order from the Issuer in accordance with Section 2.3 of the Indenture, to authenticate one or more Definitive Registered Certificates in respect of such Definitive Registered Notes. The Transfer Agent shall instruct the Registrar to record such exchange in the Register. The Transfer Agent shall cause any Definitive Registered Certificate in respect of a Transfer Restricted Note issued in exchange for a Book-Entry Interest in a Global Note subject to Transfer Restrictions pursuant to this Section 2.3(f) to bear the Restricted Notes Legend and instruct the Registrar to note the transfer restrictions in the Register. The Trustee will deliver (at the Issuer’s expense) the Definitive Registered Certificates in respect of the relevant Definitive Registered Notes to the Holders entitled thereto.

(g) Transfer of Definitive Registered Notes for Definitive Registered Notes. Any Holder of a Definitive Registered Note may transfer such Note to a Person who receives such security in the form of a Definitive Registered Note if (x) the transfer complies with Section 2.3(b) and (to the extent applicable by its terms) 2.3(h) and:

(i) in the case of a transfer by a Holder of a Definitive Registered Note that is a Transfer Restricted Note or a Regulation S Note during the Restricted Period to a QIB in reliance on Rule 144A, the Transfer Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (4) thereof;

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(ii) in the case of a transfer by a Holder of a Definitive Registered Note that is a Transfer Restricted Note or a Regulation S Note during the Restricted Period in reliance on Rule 144, the Transfer Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (6) thereof, and if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to compliance with the restrictions in the legend set forth in Section 2.3(i)(i); and

(ii) in the case of a transfer by a Holder of a Definitive Registered Note that is a Transfer Restricted Note or a Regulation S Note during the Restricted Period in reliance on Regulation S, the Transfer Agent shall have received a certificate to the effect set forth in Exhibit D to the Indenture, including the certifications in item (5) thereto.

Upon the receipt of any Definitive Registered Certificates, the Transfer Agent shall cancel such Definitive Registered Certificates pursuant to Section 2.11 of the Indenture and complete and deliver to the Issuer a new Definitive Registered Certificate in respect of the transferred Definitive Registered Note. The Issuer shall execute and the Trustee shall authenticate and deliver such new Definitive Registered Certificate to such Person(s) as the Holder of the Definitive Registered Note being transferred shall designate. In addition, the Transfer Agent shall instruct the Registrar to record such transfer in the Register.

(h) Restrictions on Transfers

(i) Prior to the expiration of the Restricted Period, interests in the Regulation S Global Note may only be held through Euroclear or Clearstream. During the Restricted Period, Book-Entry Interests in a Regulation S Global Note may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and any sales of Regulation S Notes during the Restricted Period are only permitted to be made in accordance with one of the following exemptions (collectively, the “Sales Exemptions”): (a) to the Issuer, (b) so long as such security is eligible for resale pursuant to Rule 144A, to a person whom the selling Holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (c) in an offshore transaction in accordance with Regulation S, (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act or (e) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. Prior to the expiration of the Restricted Period, transfers by an owner of a Book-Entry Interest in a Regulation S Global Note to a transferee who takes delivery of such Book-Entry Interest in a Rule 144A Global Note shall be made only in accordance with the Applicable Procedures and upon receipt by the Domiciliary Agent of a certificate from the transferor of the Book-Entry Interest to the effect set forth in Exhibit D to the Indenture.

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Notwithstanding the foregoing, the Issuer will not be required to register the transfer or any of the Definitive Registered Notes selected for redemption or due to be redeemed:

(1) for a period of 5 days before the date for redemption; or

(2) for a period of 5 days before an interest payment date.

(ii) Upon the expiration of the Restricted Period, beneficial ownership interests in the Regulation S Global Note shall be transferable in accordance with applicable law and the other terms of the Indenture.

(i) Legend

(i) Except as permitted by the following paragraph (ii), (iii) or (iv), each Global Note (and all Global Notes issued in exchange therefor or in substitution thereof) shall bear the Global Notes Legend in substantially the form set out below and each Rule 144A Note or Definitive Registered Certificate in respect thereof (and all Rule 144A Notes or Definitive Registered Certificates issued in exchange therefor) shall bear the Restricted Notes Legend (each defined term in the legend being defined as such for purposes of the legend only):

Global Notes Legend:

ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY 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 UNITED STATES INTERNAL REVENUE CODE.

Restricted Notes Legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE With RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED

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STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE.

Each Definitive Registered Certificate shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Each Global Note will bear a legend in substantially the following form:

THIS GLOBAL NOTE IS ACCEPTED FOR CLEARANCE THROUGH THE X/N SYSTEM OPERATED BY THE NBB (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) AND IS HELD BY THE NBB FOR THE ACCOUNT OF THE PARTICIPANTS OF THE X/N SYSTEM, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE DOMICILIARY AGENT MAY AMEND THE “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE” AS MAY BE REQUIRED PURSUANT TO SUCH INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED, IN WHOLE OR IN PART, PURSUANT TO SUCH INDENTURE (INCLUDING IN CONNECTION WITH A REGISTERED EXCHANGE OFFER, A SHELF REGISTRATION STATEMENT OR A PRIVATE EXCHANGE), (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF SUCH INDENTURE AND (4) THE NBB MAY ENTRUST THIS GLOBAL NOTE TO A SUBDEPOSITARY THAT WILL ACT AS AGENT AND FOR THE ACCOUNT OF THE NBB. THE AGREEMENT BETWEEN THE NBB AND THE SUBDEPOSITARY MAY NOT DEVIATE FROM THE PROVISIONS OF THE CLEARING AGREEMENT (AS DEFINED IN THE INDENTURE GOVERNING THIS GLOBAL NOTE) IN RESPECT OF THIS GLOBAL NOTE.

Each Regulation S Temporary Global Note will bear a legend substantially in the following form:

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE U.S. SECURITIES ACT. NEITHER THIS GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST OR OTHER AMOUNTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED AND THIS GLOBAL NOTE HAS BEEN EXCHANGED FOR A REGULATION S PERMANENT GLOBAL NOTE

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PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO BELOW, ALTHOUGH INTEREST WILL CONTINUE TO ACCRUE. UNTIL SO EXCHANGED IN FULL, THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL IN ALL OTHER RESPECTS BE ENTITLED TO THE SAME BENEFITS AS OTHER NOTES UNDER SAID INDENTURE.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

Each Regulation S Permanent Global Note will bear a legend substantially in the following form:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

(ii) Upon any sale or transfer of a Transfer Restricted Note that is a Definitive Registered Note, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Note for a Definitive Registered Note in respect of which the Definitive Registered Certificate does not bear the legends set forth above and rescind any restriction on the transfer of such Transfer Restricted Note if the Holder certifies in writing to the Registrar that its request for such exchange was made in reliance on Rule 144 (such certificate to be in the form set forth in Exhibit D to the Indenture, including the certifications set forth in paragraph (6) thereof), and if the Issuer so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to compliance with the restrictions in the legend set forth in Section 2.3(i)(i).

(iii) After a transfer of any Original Notes or Additional Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Original Notes or Additional Notes, as the case may be, all requirements pertaining to the Restricted Notes Legend on such Original Notes or Additional Notes shall cease to apply and the requirements that any such Original Notes or Additional Notes be issued as Global Notes shall continue to apply.

(iv) Upon the consummation of a Registered Exchange Offer with respect to the Original Notes or Additional Notes pursuant to which Holders of such Original Notes or Additional Notes are offered Exchange Notes in exchange

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for their Original Notes or Additional Notes, all requirements that Original Notes or Additional Notes be issued as Global Notes shall continue to apply, and Book-Entry Interests in Exchange Notes that are Global Notes without the Restricted Notes Legend shall be available to Holders that exchange their Initial Notes or Additional Notes in such Registered Exchange Offer.

(v) Upon a sale or transfer after the expiration of the Restricted Period of any Initial Note acquired pursuant to Regulation S, all requirements that such Initial Note bear the Restricted Notes Legend shall cease to apply and the requirements requiring any such Initial Note be issued as Global Notes shall continue to apply.

(vi) Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

(j) Cancellation and/or Adjustment of Global Notes. Within 10 Business Days following the repayment of the Notes, the Issuer shall withdraw, against receipt, from the NBB the Global Notes and the withdrawn Global Notes shall be voided by perforation of Global Notes. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for, or transferred to, a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or as a Definitive Registered Note, the principal amount at maturity of Notes represented by such Global Note will be reduced accordingly and the Domiciliary Agent shall provide a new “Schedule of Increases or Decreases in Global Note” to the NBB to reflect such reduction (and shall at the same provide the Trustee with a copy of such schedule); and if the Book-Entry Interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note, such other Global Note will be increased accordingly and the Domiciliary Agent shall provide a new “Schedule of Amendments of the Principal” to the NBB to reflect such increase (and shall at the same provide the Trustee with a copy of such schedule).

(k) Obligations with Respect to Transfers and Exchanges of Notes

(i) To permit registrations of transfers and exchanges, the Issuer shall execute, and the Trustee shall authenticate, Definitive Registered Certificates and Global Notes at the Transfer Agent’s request.

(ii) No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any taxes, assessments, or other governmental charges payable in connection therewith (other than any such taxes, assessments or other governmental charges payable upon exchanges pursuant to Sections 2.07, 3.06, 4.05, 4.07 and 9.05 of the Indenture).

(iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, each Paying Agent or the Registrar may deem and treat (in the case of a Global Note issued in bearer form) the Holder of such Note

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as determined as provided in Section 2.14 of the Indenture or (in any other case) the person in whose name a Note is registered in the Register as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, each Paying Agent or the Registrar shall be affected by notice to the contrary.

(iv) All Notes exchanged pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the exchanged Notes surrendered upon such transfer or exchange.

(l) No Obligation of the Trustee

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a Participant or any other Person with respect to the accuracy of the records of the X/N System, the NBB or its nominee or of any Participant or Indirect Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the NBB) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the Holders (which shall be the NBB or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the X/N System and its Participants and Indirect Participants, subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the X/N System with respect to its members, Participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants, Indirect Participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

2.4 Certain Provisions Relating to the Register

(a) Access to the Register

Holders may, upon reasonable advance notice to the Registrar and during normal business hours, inspect the Register at the office of the Registrar.

(b) Registration of Transfers in the Register

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The Registrar shall receive requests for the exchange or Transfer of Definitive Registered Notes in accordance with the Indenture and shall make the necessary entries in the Register.

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APPENDIX B

PROVISIONS FOR MEETINGS OF THE HOLDERS OF NOTES

1 Definitions

In this Appendix B, the following expressions have the following meanings:

“Chairman” means, in relation to any Meeting, the individual who takes the chair in accordance with Section 6 below;

“Form of Proxy” means, in relation to any Meeting, a document in the Dutch or French languages (accompanied, as the case may be, with an English translation) available from the Trustee signed by a Holder or, in the case of a corporation, executed under its seal or signed on its behalf by a duly authorized Officer and delivered to the Trustee not later than 48 hours before the time fixed for such Meeting, appointing a named individual or individuals to vote in respect of the Notes held by such Holder;

“Holder Certificate” means (a) with respect to a Global Note, a certificate from a Participant or Indirect Participant in the X/N System stating that the Person specified therein has a Book-Entry Interest in the principal amount of such Global Note specified therein through the issuer of such certificate and (b) with respect to a Definitive Registered Note, a certificate from the Registrar stating that the Person specified therein is registered in the Register as holding the principal amount of Definitive Registered Notes specified therein;

“Meeting” means a meeting of Holders (whether originally convened or resumed following an adjournment);

“Proxy” means, in relation to any Meeting, a person appointed to vote under a Form of Proxy other than any such person whose appointment has been validly revoked and in relation to whom the Trustee or the Issuer has been notified in writing of such revocation by the time which is 48 hours before the time fixed for such Meeting;

“Required Resolution” means a resolution passed at a duly convened Meeting:

(a) with respect to any matter specified in clauses (i) through (vii) of the second sentence of Section 9.02 of the Indenture, with the unanimous vote of all of the Holders (either in person or by proxy) of the outstanding Notes affected by such resolution in favor of the relevant resolution; and

(b) with respect to any other matter requiring the consent of Holders of Notes at a duly convened Meeting, with the affirmative vote of the Holders more than 50% in aggregate outstanding principal amount of outstanding Notes then voting (in person or by proxy) at a Meeting.

“Voter” means, in relation to any Meeting, the bearer of a Voting Certificate or a Proxy, it being understood that the vote of a Holder of a Definitive Registered Note who does not continue to hold such Note until the Release Time shall not be valid;

“Voting Certificate” means, in relation to any Meeting, a dated certificate issued by the Domiciliary Agent, the NBB or a Participant or Indirect Participant, in which it is stated (a)(i) that interests in a specified amount of Notes (the “deposited Notes”), are blocked in an account held with the issuer of that certificate or blocked to the order of the issuer of that certificate, or, (ii) with respect to Definitive Registered Notes, that a Holder Certificate in respect of a specified amount of Notes (also “deposited Notes”) has been deposited with the issuer of that certificate together with the Registered Definitive Certificate(s) in respect thereof and an order to the Registrar not to register any transfer of such deposited Notes, and (b) such deposited Notes will not be released until the “Release Time”, being the earlier of:

(i) the closing of the Meeting; and

(ii) the surrender, not less than 48 hours before the time fixed for the Meeting (or, if the Meeting has been adjourned, the time fixed for its resumption), of such certificate to the issuer thereof;

“24 hours” means a period of 24 hours including all or part of a Business Day upon in both the places where the relevant Meeting is to be held and in each of the places where each Paying Agent has its offices under Section 2.04 of the Indenture (disregarding for this purpose the day upon which such Meeting is to be held) and such period shall be extended by one period or, to the extent necessary, more periods of 24 hours until there is included as aforesaid all or part of a day upon which banks are open for business as aforesaid; and

“48 hours” means two consecutive periods of 24 hours.

2 Issue of Voting Certificates and Forms of Proxy

A Holder may obtain a Voting Certificate from the Domiciliary Agent (or from the NBB or any Participant or Indirect Participant of the X/N System with their consent):

(a) with respect to Global Notes, upon presentation of a Holder Certificate by requesting the issuer of the Voting Certificate, not earlier than six nor later than three Business Days before the date of the relevant Meeting, to block the relevant account held with the issuer of that certificate or block the deposited Notes in an account with the X/N System or a Participant or Indirect Participant therein to the order of the issuer of the Voting Certificate or show that such deposited Notes have been so blocked until the Release Time; or

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(b) with respect to Definitive Registered Notes, upon presentation, not earlier than six nor later than three Business Days before the date of the relevant Meeting, of a Holder Certificate together with the Registered Definitive Certificate(s) with respect to such Definitive Registered Notes and a written order to the Registrar and Transfer Agent not to register any transfer of such deposited Notes until the Release Time.

A Holder may obtain a Form of Proxy, which must comply with applicable law, from the Domiciliary Agent or the Issuer (or from the NBB or any Participant or Indirect Participant of the X/N System with their consent), and may deliver to the Domiciliary Agent a duly executed Form or Proxy accompanied with a corresponding Voting Certificate.

3 References to Deposit/Release of Notes

When the Notes are represented by one or more Global Notes within a clearing system, references to the deposit, or release, of Notes shall be construed in accordance with the usual practices (including blocking the relevant account) of such clearing system.

4 Convening of Meeting

The Issuer may convene a Meeting at any time, and the Issuer shall be obliged to do so upon the request in writing of Holders of the Notes affected by the resolution(s) to be approved at such Meeting holding not less than 20% of the aggregate principal amount of the outstanding Notes for the purpose of approving a supplemental indenture to amend or modify the terms of the Notes or the Indenture.

5 Notice

Convening notices for any Meeting shall be published twice, with an interval of at least 12 days and the second time at least 12 days prior to the Meeting, in the Moniteur Belge/Belgisch Staatsblad, in a Belgian newspaper with national circulation (expected to be L’Echo and/or De Tijd).

The Issuer shall also provide notice to Holders through Euroclear and Clearstream in accordance with the procedures thereof.

At least 24 days prior to the Meeting, a registered letter shall be mailed to any Holders of Definitive Registered Notes. Where all Notes are Definitive Registered Notes, a convening notice by registered letter will suffice.

The notice will specify the date, time and place of the Meeting. A copy of the notice shall be given to the Trustee. The Notice shall set out the full text of any resolutions to be proposed and shall state the method and timing with respect to obtaining Voting Certificates or appointing Proxies.

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6 Meeting

Subject to applicable law, an individual (who may, but need not, be a Holder) nominated in writing by the Issuer may take the chair at any Meeting but, if no such nomination is made or if the individual nominated is not present, in person, within 15 minutes after the time fixed for the Meeting, those present, in person or by proxy, shall elect one of themselves to take the chair failing which, the Issuer may appoint a Chairman. The Chairman of an adjourned Meeting need not be the same person as was the Chairman of the original Meeting.

7 Quorum

The quorum at any Meeting shall be one or more Voters representing or holding at least 50% in aggregate principal amount of the outstanding Notes, the Holders of which have been convened to such Meeting; provided, however, that there shall be no quorum requirement at any adjourned Meeting resulting from the adjournment of a prior Meeting for want of quorum.

8 Adjournment for Want of Quorum

If within 15 minutes after the time fixed for any Meeting a quorum is not present, in person or by proxy, then such Meeting shall be adjourned for such period (which shall be not less than 19 days and not more than 42 days) and to such place as the Meeting determines; provided, however, that:

(a) the Meeting shall be dissolved if the Meeting so decides; and

(b) no Meeting may be adjourned more than once for want of a quorum.

9 Adjourned Meeting/Postponed Meeting/Suspension

The Chairman may, with the consent of (and shall if directed by) any Meeting, adjourn such Meeting from time to time and from place to place, but no business shall be transacted at any Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.

Subject to applicable law, the Issuer may also suspend the Meeting until the next Business Day, or postpone it by not more than three weeks.

10 Notice Following Adjournment

Section 5 above shall apply to any Meeting which is to be resumed after adjournment for want of a quorum.

Subject to applicable law, it shall not be necessary to give notice of the resumption of a Meeting which has been suspended or postponed.

11 Participation

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The following may attend and speak at a Meeting:

(a) Voters;

(b) the directors and auditors of the Issuer;

(c) representatives of the Issuer and the Trustee;

(d) the financial advisers and solicitation or similar agents of the Issuer;

(e) the legal counsel to the Issuer and the Trustee; and

(f) any other person approved by the Meeting.

12 Votes

Every Holder shall have one vote in respect of each $1,000 in aggregate face amount of the outstanding Notes represented or held by him.

Unless the terms of any Form of Proxy state otherwise, a Voter shall not be obliged to exercise all the votes to which he is entitled or to cast all the votes which he exercises in the same way.

13 Validity Of Votes By Proxies

Subject to applicable law, for purposes of this Indenture and the Notes, any vote by a Proxy in accordance with a Form of Proxy shall be valid even if such Form of Proxy or any instruction pursuant to which it was given has been amended or revoked, unless the Trustee or the Issuer has been notified in writing of such amendment or revocation by the time which is 48 hours before the time fixed for the relevant Meeting. Unless revoked, any appointment of a Proxy under a Form of Proxy in relation to a Meeting shall remain in force in relation to any resumption of such Meeting following an adjournment.

14 Powers

A Meeting shall have power to pass a Required Resolution in accordance with the terms of the Indenture and applicable law.

A Meeting shall also have power:

(a) to appoint any persons as a committee to represent the interests of the Holders and to confer upon such committee powers to implement any decisions validly made by a Meeting; and

(b) to decide on protective measures to be taken in the common interest of the Holders convened at such Meeting.

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For the avoidance of doubt, nothing in this Section 14 shall be construed to prevent (x) the Trustee acting without the consent of any Holder in relation to any matter within the scope of this Section 14 to the extent provided for in Section 9.01 of the Indenture or (y) Holders or the Trustee taking any action or giving any notice in accordance with Article 6 of the Indenture.

15 Resolution Binds All Holders

Notice of the result of every vote on a Required Resolution shall be given to the Holders and each Paying Agent and Domiciliary Agent (with a copy to the Issuer) in accordance with Section 10.02 of the Indenture within 14 days of the conclusion from the Meeting.

16 Minutes

Minutes shall be made of all resolutions and proceedings at each Meeting. The Chairman, and any other person present at the Meeting who so wishes, shall sign the minutes, which shall be prima facie evidence of the proceedings recorded therein. Unless and until the contrary is proved, every such Meeting in respect of the proceedings of which minutes have been signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

17 Other Action

At the reasonable request of the Issuer, (a) any direct holder of a Global Note (as shown in the records of the NBB or of a Participant in the X/N System) or (b) in any other case, any Person in whose name a Note is registered in the Register, shall execute all documents and shall take all actions necessary or useful to give effect to any decision of a Meeting for the purposes of Belgian law, including (i) to attend any meeting (and to execute the minutes thereof) of the holders of notes referred to in Articles 568 to 580 of the Belgian Company Code and (ii) to vote the Notes at such meeting in accordance with the votes casted by Voters at a Meeting.

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EXHIBIT A

FORM OF FACE OF INITIAL GLOBAL NOTE

ISIN:                 

Common Code:         

No.:                 

DELHAIZE GROUP SA/NV

5.70% SENIOR NOTE DUE 2040

DELHAIZE GROUP SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the bearer upon presentation and surrender of this Global Note, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on October 1, 2040.

Interest Payment Dates: April 1 and October 1 in each year

Record Dates: March 15 and September 15

Reference is made to the further provisions of this Global Note contained herein, which shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an authentication agent) by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Global Note to be signed manually or by facsimile on its behalf.

DELHAIZE GROUP SA/NV

By:		By:
Name:		Name:
Title:	Director	Title:	Director

Dated:                     

CERTIFICATE OF AUTHENTICATION

This is one of the 5.70% Senior Notes due 2040 referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

as Trustee

By:

Authorized Signatory

[REVERSE OF SECURITY]

5.70% SENIOR NOTE DUE 2040

THIS GLOBAL NOTE IS ACCEPTED FOR CLEARANCE THROUGH THE X/N SYSTEM OPERATED BY THE NBB (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND IS HELD BY THE NBB FOR THE ACCOUNT OF THE PARTICIPANTS OF THE X/N SYSTEM, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE DOMICILIARY AGENT MAY AMEND THE “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE” AS MAY BE REQUIRED PURSUANT TO SUCH INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED, IN WHOLE OR IN PART, PURSUANT TO SUCH INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF SUCH INDENTURE AND (4) THE NBB MAY ENTRUST THIS GLOBAL NOTE TO A SUBDEPOSITARY THAT WILL ACT AS AGENT AND FOR THE ACCOUNT OF THE NBB. THE AGREEMENT BETWEEN THE NBB AND THE SUBDEPOSITARY MAY NOT DEVIATE FROM THE PROVISIONS OF THE CLEARING AGREEMENT (AS DEFINED IN THE INDENTURE GOVERNING THIS GLOBAL NOTE) IN RESPECT OF THIS GLOBAL NOTE.

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE With RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE.]¹

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE U.S. SECURITIES ACT. NEITHER THIS GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE. NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO

¹ In the case of 144A Notes.

RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST OR OTHER AMOUNTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED AND THIS GLOBAL NOTE HAS BEEN EXCHANGED FOR A REGULATION S PERMANENT GLOBAL NOTE PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO BELOW, ALTHOUGH INTEREST WILL CONTINUE TO ACCRUE. UNTIL SO EXCHANGED IN FULL, THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL IN ALL OTHER RESPECTS BE ENTITLED TO THE SAME BENEFITS AS OTHER NOTES UNDER SAID INDENTURE.]²

[THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.]³

ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY 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 UNITED STATES INTERNAL REVENUE CODE.

This Global Note represents $[0]⁴[[— ]]⁵ in aggregate principal amount of notes (the Notes), in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof issued by Delhaize Group SA/NV (the Issuer). The Notes are subject to the provisions of an indenture agreement (the Indenture) dated October 8, 2010 between the Issuer and The Bank of New York Mellon (as Trustee).

This Global Note bears interest at the rate of 5.70% per annum on such principal sum payable in arrears on April 1 and October 1 in each year beginning April 1, 2011 in accordance with the provisions of the Indenture.

The Notes will be redeemed at their principal amount on October 1, 2040, unless redeemed prior to that date in accordance with the provisions of the Indenture, all as more particularly described in the Indenture.

The Issuer was incorporated in 1867 and transformed into a public limited liability company (société anonyme/naamloze vennootschap) by a notarial deed received on 22 February 1962 published in the Annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 3 March 1962. The Issuer has an unlimited term.

***

Cette Obligation Collective représente des obligations d’un montant global de $[0]⁶[[— ]]⁷ (les Obligations), chacune d’une dénomination minimale de $1.000 et d’un multiple de $1.000 pour ce qui

² In the case of a Regulation S Temporary Global Note.

³ In the case of a Regulation S Permanent Global Note.

⁴ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

⁵ In the case of a Rule 144A Global Note.

⁶ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

⁷ In the case of a Rule 144A Global Note.

excède $1.000, émises par Delhaize Group SA/NV (l’Emetteur). Les Obligations sont soumises aux conditions exposées dans un « indenture agreement » (l’Indenture) conclu en date du 8 Octobre 2010 entre l’Emetteur et The Bank of New York Mellon (le Trustee).

Cette Obligation Collective porte intérêt au taux de 5.70% par an sur le montant principal payable semi-annuellement à échéance chaque 1 avril et 1 octobre, et pour la première fois à compter du 1 avril 2011, conformément aux dispositions de l’Indenture.

Le montant en capital des Obligations sera remboursé le 1 octobre 2040, ou à une date antérieure à laquelle le montant principal mentionné ci-dessous peut être remboursé conformément aux dispositions de l’Indenture.

L’Emetteur a été constitué en 1867 et converti en société anonyme soumise au droit belge par acte notarié du 22 février 1962, publié aux annexes du Moniteur Belge du 3 mars 1962. L’Emetteur a été constitué pour une durée illimitée.

***

Dit Totaalcertificaat vertegenwoordigt door een totale hoofdsom van $[0]⁸[[— ]]⁹ in obligaties (de Obligaties), in minimum coupures van $1.000 en integrale veelvouden van $1.000 voor het overschot uitgegeven door Delhaize Group SA/NV (de Uitgever). De Obligaties zijn ondergeschikt aan de voorwaarden van een “indenture agreement” (de Indenture) van 8 oktober 2010 tussen de Uitgever en The Bank of New York Mellon (als Trustee).

Dit Totaalcertificaat heeft een rentevoet van 5.70% per jaar op de hoofdsom betaalbaar op 1 april en 1 oktober van elk jaar beginnende op 1 april 2011 volgens de voorwaarden van de Indenture.

De Obligaties zullen teruggekocht worden voor hun hoofdsom op 1 oktober 2040, tenzij ze teruggekocht zijn vóór deze datum volgens de voorwaarden van de Indenture, zoals verder gedetailleerd in de Indenture.

De Uitgever werd opgericht in 1867 en omgezet in een naamloze vennootschap door een notariële akte van 22 februari 1962 gepubliceerd in de Bijlagen van het Belgisch Staatsblad van 3 maart 1962. De Uitgever is opgericht voor een onbepaalde duur.

1 Interest

DELHAIZE GROUP SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 8, 2010. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2011. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Issuer shall pay interest on overdue principal and on overdue installments of interest from time to time on demand at the rate borne by the Notes (without regard to any applicable grace periods) to the extent lawful.

⁸ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

⁹ In the case of a Rule 144A Global Note.

2 Method of Payment

The Issuer shall pay interest on Notes (except defaulted interest) to the Persons who are Holders at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date. The Issuer shall pay principal, premium, if any, and interest in U.S. dollars. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the NBB or any successor operator of the X/N System. The Issuer will make all payments in respect of a Global Note deposited with the X/N System (including principal, premium, if any, and interest), in accordance with the terms of the Clearing Agreement. If an Interest Payment Date is a date other than a Business Day at a place of payment, payment shall be at that place on the next succeeding day that is a Business Day (with any interest or other payment in respect of such delay).

3 Paying Agent

The Issuer may appoint and change any paying agent without notice.

4 Indenture

The Issuer issued the Notes under an Indenture, dated as of October 8, 2010 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Initial Notes of the Issuer designated as its 5.70% Senior Notes due 2040 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes issued in exchange for the Initial Notes in accordance with the Indenture. The terms of the Notes include those terms and provisions stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of the Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time.

5 Optional Redemption

All or a portion of the Notes may be redeemed at the Issuer’s option, at any time at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes being redeemed at the redemption date.

For purposes of this Section 5:

“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to the remaining term of such Notes;

“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations;

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer;

“Reference Treasury Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by the Issuer;

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

6 Redemption for Taxation Reasons

The Issuer may, at its option, redeem the Notes in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all

Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:

(i) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date,

(ii) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or

(iii) the issuance of Definitive Registered Notes due to:

(a) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification,

(b) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and a successor is not able to be appointed by the Issuer within 15 days of such notification,

(c) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the book-entry depositary at the Issuer’s request within 15 days of such notification, or

(d) if the book-entry depositary is at any time unwilling or unable to continue as book-entry depositary and a successor book-entry depositary is not appointed by the Issuer within 120 days of such notification.

The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders of the Notes.

7 Additional Amounts

All payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (“Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;

(2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge;

(3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Notes;

(4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax;

(5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of

savings income, as amended, or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or

(7) any combination of items (1), (2), (3), (4), (5) and (6) above.

The Issuer also will not be required to pay Additional Amounts:

(a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial owners of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period);

(b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or

(c) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State.

If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date.

Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

Whenever in this Global Note there is mentioned, in any context, the payment of principal; purchase prices in connection with a purchase of Notes; interest; or any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee.

The preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

8 Notice of Redemption

Notice of redemption will be made in accordance with the Indenture. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee on or before the redemption date, on and after such date interest ceases to accrue on such Notes (or portions thereof) called for redemption.

9 Change of Control

Section 4.03 of the Indenture provides that, upon a Change of Control, each Holder will have the right, subject to certain conditions set forth in the Indenture, to require the Issuer to repurchase all or any part of such Holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of repurchase.

10 Denominations: Transfer; Exchange

This Global Note is in bearer form, without coupons, in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with the minimum transferable principal amount being U.S.$1,000.

11 Persons Deemed Owners

The Person deemed to be the owner of this Global Note shall be determined in accordance with the Indenture.

12 Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request unless an abandoned property law designates another person. After any such payment, Holders entitled to the money must look to the Issuer for payment as general creditors, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

13 Legal Defeasance and Covenant Defeasance

The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”) and may be discharged from its obligations to comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture.

14 Amendment: Supplement: Waiver

Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified, and any past default or compliance with certain provisions of the Indentures or the Notes may be waived, in each case with the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding voting (either in person or by proxy) at a duly convened meeting of the Holders.

Without the consent of any Holder, the Issuer and the Trustee acting jointly may execute a supplemental indenture to take any of the following actions:

(i) cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect;

(ii) provide for the assumption by a successor corporation of the obligations of the Issuer under the Indenture;

(iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(iv) add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any of its subsidiaries;

(v) make any change that does not in the opinion of the Trustee adversely affect the rights of any Holder, subject to the provisions of the Indentures;

(vi) provide for the issuance of the Exchange Notes or Additional Notes; or

(vii) comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA.

15 Successors

When a successor assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

16 Defaults and Remedies

If an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal

amount of Notes then outstanding by notice to the Issuer may declare principal or and accrued but unpaid interest on all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of the bankruptcy provisions or the winding up provisions, the unpaid principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Notes or the Indenture unless:

(i) such Holder has previously given the Trustee notice that an Event of Default is continuing,

(ii) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy,

(iii) the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense,

(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee, and

(v) the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Notes shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability. Prior to taking any action under the relevant Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

17 Trustee Dealings with Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

18 No Recourse Against Others

A director, officer, employee or shareholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

19 Authentication

This Note shall not be valid until the Trustee (or an authentication agent) manually signs the certificate of authentication on this Note.

20 Governing Law

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21 Abbreviations and Defined Terms

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22 Common Codes and ISIN Numbers

The Issuer has caused common codes and ISIN numbers to be printed on the Notes and has directed the Trustee to use common codes and ISIN numbers in notices of redemption as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed hereon.

23 Indenture

Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time.

The Issuer will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Delhaize Group Investor Relations Department, Square Marie Curie 40 at B-1070 Brussels, Belgium (+32 2 412 21 51, investor@delhaizegroup.com) or Delhaize Group U.S. Investor Relations Department P.O. Box 1330, 2110 Executive Drive Salisbury NC 28145-1330, United States (+1 704 633 82 50 (ext. 2529), investor@delhaizegroup.com).

24 [Exchange

Beneficial interests in this Note will be exchangeable for beneficial interests in the Regulation S Permanent Global Note in that such beneficial interests in this Note are owned by either non US persons or US persons who purchased such interests pursuant to an exemption from or transactions not subject to, the registration requirements of the Securities Act]¹⁰

¹⁰ In the case of a Regulation S Temporary Global Note.

[OPTION OF HOLDER TO ELECT PURCHASE]

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, check the box:

¨ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, state the amount you elect to have purchased:

U.S.$

Dated:                     

NOTICE: The signature on this option must correspond with the name as it appears upon the face of this Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker.

Signature Guarantee:

[To be attached to Global Notes only.]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of exchange Amount of
decrease  in
Principal Amount
of this Global
Note Amount of
increase  in
Principal Amount
of this Global
Note Principal Amount
of this Global
Note following
such decrease or
increase Signature  of
authorized
signatory of
Trustee  or note
custodian

EXHIBIT B

FORM OF FACE OF EXCHANGE NOTE

ISIN:                 

Common Code:         

No.:                 

DELHAIZE GROUP SA/NV

5.70% SENIOR NOTE DUE 2040

DELHAIZE GROUP SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the bearer upon presentation and surrender of this Global Note, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on October 1, 2040.

Interest Payment Dates: April 1 and October 1 in each year

Record Dates: March 15 and September 15

Reference is made to the further provisions of this Global Note contained herein, which shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an authentication agent) by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Global Note to be signed manually or by facsimile on its behalf.

DELHAIZE GROUP SA/NV

By:	By:
Name:	Name:
Title:	Title:

Dated:                     

CERTIFICATE OF AUTHENTICATION

This is one of the 5.70% Senior Notes due 2040 referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

as Trustee

By:

Authorized Signatory

[REVERSE OF SECURITY]

5.70% SENIOR NOTE DUE 2040

THIS GLOBAL NOTE IS ACCEPTED FOR CLEARANCE THROUGH THE X/N SYSTEM OPERATED BY THE NBB (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND IS HELD BY THE NBB FOR THE ACCOUNT OF THE PARTICIPANTS OF THE X/N SYSTEM, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE DOMICILIARY AGENT MAY AMEND THE “SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE” AS MAY BE REQUIRED PURSUANT TO SUCH INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED, IN WHOLE OR IN PART, PURSUANT TO SUCH INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF SUCH INDENTURE AND (4) THE NBB MAY ENTRUST THIS GLOBAL NOTE TO A SUBDEPOSITARY THAT WILL ACT AS AGENT AND FOR THE ACCOUNT OF THE NBB. THE AGREEMENT BETWEEN THE NBB AND THE SUBDEPOSITARY MAY NOT DEVIATE FROM THE PROVISIONS OF THE CLEARING AGREEMENT (AS DEFINED IN THE INDENTURE GOVERNING THIS GLOBAL NOTE) IN RESPECT OF THIS GLOBAL NOTE.

ANY UNITED STATES PERSON WHO HOLDS THIS SECURITY 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 UNITED STATES INTERNAL REVENUE CODE.

This Global Note represents $[0]¹¹[[— ]]¹² in aggregate principal amount of notes (the Notes), in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof issued by Delhaize Group SA/NV (the Issuer). The Notes are subject to the provisions of an indenture agreement (the Indenture) dated October 8, 2010 between the Issuer and The Bank of New York Mellon (as Trustee).

This Global Note bears interest at the rate of 5.70% per annum on such principal sum payable in arrears on April 1 and October 1 in each year beginning April 1, 2011 in accordance with the provisions of the Indenture.

The Notes will be redeemed at their principal amount on October 1, 2040, unless redeemed prior to that date in accordance with the provisions of the Indenture, all as more particularly described in the Indenture.

The Issuer was incorporated in 1867 and transformed into a public limited liability company (société anonyme/naamloze vennootschap) by a notarial deed received on 22 February 1962 published in the Annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 3 March 1962. The Issuer has an unlimited term.

***

¹¹ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

¹² In the case of a Rule 144A Global Note.

Cette Obligation Collective représente des obligations d’un montant global de $[0]¹³[[—]]¹⁴ (les Obligations), chacune d’une dénomination minimale de $1.000 et d’un multiple de $1.000 pour ce qui excède $1.000, émises par Delhaize Group SA/NV (l’Emetteur). Les Obligations sont soumises aux conditions exposées dans un « indenture agreement » (l’Indenture) conclu en date du 8 Octobre 2010 entre l’Emetteur et The Bank of New York Mellon (le Trustee).

Cette Obligation Collective porte intérêt au taux de 5.70% par an sur le montant principal payable semi-annuellement à échéance chaque 1 avril et 1 octobre, et pour la première fois à compter du 1 avril 2011, conformément aux dispositions de l’Indenture.

Le montant en capital des Obligations sera remboursé le 1 octobre 2040, ou à une date antérieure à laquelle le montant principal mentionné ci-dessous peut être remboursé conformément aux dispositions de l’Indenture.

L’Emetteur a été constitué en 1867 et converti en société anonyme soumise au droit belge par acte notarié du 22 février 1962, publié aux annexes du Moniteur Belge du 3 mars 1962. L’Emetteur a été constitué pour une durée illimitée.

***

Dit Totaalcertificaat vertegenwoordigt door een totale hoofdsom van $[0]¹⁵[[— ]]¹⁶ in obligaties (de Obligaties), in minimum coupures van $1.000 en integrale veelvouden van $1.000 voor het overschot uitgegeven door Delhaize Group SA/NV (de Uitgever). De Obligaties zijn ondergeschikt aan de voorwaarden van een “indenture agreement” (de Indenture) van 8 oktober 2010 tussen de Uitgever en The Bank of New York Mellon (als Trustee).

Dit Totaalcertificaat heeft een rentevoet van 5.70% per jaar op de hoofdsom betaalbaar op 1 april en 1 oktober van elk jaar beginnende op 1 april 2011 volgens de voorwaarden van de Indenture.

De Obligaties zullen teruggekocht worden voor hun hoofdsom op 1 oktober 2040, tenzij ze teruggekocht zijn vóór deze datum volgens de voorwaarden van de Indenture, zoals verder gedetailleerd in de Indenture.

De Uitgever werd opgericht in 1867 en omgezet in een naamloze vennootschap door een notariële akte van 22 februari 1962 gepubliceerd in de Bijlagen van het Belgisch Staatsblad van 3 maart 1962. De Uitgever is opgericht voor een onbepaalde duur.

1 Interest

DELHAIZE GROUP SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 8, 2010. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2011. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

¹³ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

¹⁴ In the case of a Rule 144A Global Note.

¹⁵ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

¹⁶ In the case of a Rule 144A Global Note.

The Issuer shall pay interest on overdue principal and on overdue installments of interest from time to time on demand at the rate borne by the Notes (without regard to any applicable grace periods) to the extent lawful.

2 Method of Payment

The Issuer shall pay interest on Notes (except defaulted interest) to the Persons who are Holders at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date. The Issuer shall pay principal, premium, if any, and interest in U.S. dollars. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the NBB or any successor operator of the X/N System. The Issuer will make all payments in respect of a Global Note deposited with the X/N System (including principal, premium, if any, and interest), in accordance with the terms of the Clearing Agreement. If an Interest Payment Date is a date other than a Business Day at a place of payment, payment shall be at that place on the next succeeding day that is a Business Day (with any interest or other payment in respect of such delay).

3 Paying Agent

The Issuer may appoint and change any paying agent without notice.

4 Indenture

The Issuer issued the Notes under an Indenture, dated as of October 8, 2010 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Initial Notes of the Issuer designated as its 5.70% Senior Notes due 2040 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes issued in exchange for the Initial Notes in accordance with the Indenture. The terms of the Notes include those terms and provisions stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of the Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time.

5 Optional Redemption

All or a portion of the Notes may be redeemed at the Issuer’s option, at any time at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the redemption date, on a semi-annual

basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes being redeemed at the redemption date.

For purposes of this Section 5:

“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to the remaining term of such Notes;

“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations;

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer;

“Reference Treasury Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by the Issuer;

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

6 Redemption for Taxation Reasons

The Issuer may, at its option, redeem the Notes in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:

(i) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date,

(ii) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or

(iii) the issuance of Definitive Registered Notes due to:

(a) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification,

(b) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and a successor is not able to be appointed by the Issuer within 15 days of such notification,

(c) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the book-entry depositary at the Issuer’s request within 15 days of such notification, or

(d) if the book-entry depositary is at any time unwilling or unable to continue as book-entry depositary and a successor book-entry depositary is not appointed by the Issuer within 120 days of such notification.

The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction

of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders of the Notes.

7 Additional Amounts

All payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (“Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;

(2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge;

(3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Notes;

(4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of

the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax;

(5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income, as amended, or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or

(7) any combination of items (1), (2), (3), (4), (5) and (6) above.

The Issuer also will not be required to pay Additional Amounts:

(a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial owners of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period);

(b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or

(c) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State.

If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date.

Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

Whenever in this Global Note there is mentioned, in any context, the payment of principal; purchase prices in connection with a purchase of Notes; interest; or any other amount payable on

or with respect to any of the Notes, that reference shall be deemed to include payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee.

The preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

8 Notice of Redemption

Notice of redemption will be made in accordance with the Indenture. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee on or before the redemption date, on and after such date interest ceases to accrue on such Notes (or portions thereof) called for redemption.

9 Change of Control

Section 4.03 of the Indenture provides that, upon a Change of Control, each Holder will have the right, subject to certain conditions set forth in the Indenture, to require the Issuer to repurchase all or any part of such Holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of repurchase.

10 Denominations: Transfer; Exchange

This Global Note is in bearer form, without coupons, in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with the minimum transferable principal amount being U.S.$1,000.

11 Persons Deemed Owners

The Person deemed to be the owner of this Global Note shall be determined in accordance with the Indenture.

12 Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request unless an abandoned

property law designates another person. After any such payment, Holders entitled to the money must look to the Issuer for payment as general creditors, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

13 Legal Defeasance and Covenant Defeasance

The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”) and may be discharged from its obligations to comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture.

14 Amendment: Supplement: Waiver

Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified, and any past default or compliance with certain provisions of the Indentures or the Notes may be waived, in each case with the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding voting (either in person or by proxy) at a duly convened meeting of the Holders.

Without the consent of any Holder, the Issuer and the Trustee acting jointly may execute a supplemental indenture to take any of the following actions:

(i) cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect;

(ii) provide for the assumption by a successor corporation of the obligations of the Issuer under the Indenture;

(iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(iv) add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any of its subsidiaries;

(v) make any change that does not in the opinion of the Trustee adversely affect the rights of any Holder, subject to the provisions of the Indentures;

(vi) provide for the issuance of the Exchange Notes or Additional Notes; or

(vii) comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA.

15 Successors

When a successor assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

16 Defaults and Remedies

If an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding by notice to the Issuer may declare principal or and accrued but unpaid interest on all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of the bankruptcy provisions or the winding up provisions, the unpaid principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Notes or the Indenture unless:

(i) such Holder has previously given the Trustee notice that an Event of Default is continuing,

(ii) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy,

(iii) the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense,

(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee, and

(v) the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Notes shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability. Prior to taking any action under the relevant Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

17 Trustee Dealings with Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

18 No Recourse Against Others

A director, officer, employee or shareholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

19 Authentication

This Note shall not be valid until the Trustee (or an authentication agent) manually signs the certificate of authentication on this Note.

20 Governing Law

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

21 Abbreviations and Defined Terms

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

22 Common Codes and ISIN Numbers

The Issuer has caused common codes and ISIN numbers to be printed on the Notes and has directed the Trustee to use common codes and ISIN numbers in notices of redemption as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed hereon.

23 Indenture

Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time.

The Issuer will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Delhaize Group Investor Relations Department, Square Marie Curie 40 at B-1070 Brussels, Belgium (+32 2 412 21 51, investor@delhaizegroup.com) or Delhaize Group U.S. Investor Relations Department P.O. Box 1330, 2110 Executive Drive Salisbury NC 28145-1330, United States (+1 704 633 82 50 (ext. 2529), investor@delhaizegroup.com).

[OPTION OF HOLDER TO ELECT PURCHASE]

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, check the box:

¨If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, state the amount you elect to have purchased:

U.S.$

Dated:                         

NOTICE: The signature on this option must correspond with the name as it appears upon the face of this Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker.

Signature Guarantee:

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Date of exchange Amount of
decrease in
Principal Amount
of this  Global
Note Amount of
increase in
Principal Amount
of this  Global
Note Principal Amount
of this Global
Note following
such decrease  or
increase Signature of
authorized
signatory of
Trustee or  note
custodian

EXHIBIT C

FORM OF FACE OF DEFINITIVE REGISTERED CERTIFICATE

ISIN:                     

Common Code:        

No.:                        

DELHAIZE GROUP SA/NV

5.70% SENIOR NOTE DUE 2040

DELHAIZE GROUP SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer,” which term includes any successor entity), for value received promises to pay to the registered holder of this Global Note, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on October 1, 2040.

Interest Payment Dates: April 1 and October 1 in each year

Record Dates: March 15 and September 15

Reference is made to the further provisions of this Global Note contained herein, which shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an authentication agent) by manual signature, this Note shall not be entitled to any benefits under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile on its behalf.

DELHAIZE GROUP SA/NV

By:	By:
Name:	Name:
Title:	Title:
Dated:

CERTIFICATE OF AUTHENTICATION

This is one of the 5.70% Senior Notes due 2040 referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,

as Trustee

By:

Authorized Signatory

[REVERSE OF SECURITY]

5.70% SENIOR NOTE DUE 2040

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE With RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE.]¹⁷

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.]¹⁸

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

This Global Note represents $[0]¹⁹[[—]]²⁰ in aggregate principal amount of notes (the Notes), in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof issued by Delhaize Group SA/NV (the Issuer). The Notes are subject to the provisions of an indenture agreement (the Indenture) dated October 8, 2010 between the Issuer and The Bank of New York Mellon (as Trustee).

This Global Note bears interest at the rate of 5.70% per annum on such principal sum payable in arrears on April 1 and October 1 in each year beginning April 1, 2011 in accordance with the provisions of the Indenture.

¹⁷ In the case of 144A Notes.

¹⁸ In the case of Regulation S Notes.

¹⁹ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

²⁰ In the case of a Rule 144A Global Note.

The Notes will be redeemed at their principal amount on October 1, 2040, unless redeemed prior to that date in accordance with the provisions of the Indenture, all as more particularly described in the Indenture.

The Issuer was incorporated in 1867 and transformed into a public limited liability company (société anonyme/naamloze vennootschap) by a notarial deed received on 22 February 1962 published in the Annexes to the Belgian Official Gazette (Moniteur belge/Belgisch Staatsblad) of 3 March 1962. The Issuer has an unlimited term.

***

Cette Obligation Collective représente des obligations d’un montant global de $[0]²¹[[—]]²² (les Obligations), chacune d’une dénomination minimale de $1.000 et d’un multiple de $1.000 pour ce qui excède $1.000, émises par Delhaize Group SA/NV (l’Emetteur). Les Obligations sont soumises aux conditions exposées dans un « indenture agreement » (l’Indenture) conclu en date du 8 Octobre 2010 entre l’Emetteur et The Bank of New York Mellon (le Trustee).

Cette Obligation Collective porte intérêt au taux de 5.70% par an sur le montant principal payable semi-annuellement à échéance chaque 1 avril et 1 octobre, et pour la première fois à compter du 1 avril 2011, conformément aux dispositions de l’Indenture.

Le montant en capital des Obligations sera remboursé le 1 octobre 2040, ou à une date antérieure à laquelle le montant principal mentionné ci-dessous peut être remboursé conformément aux dispositions de l’Indenture.

L’Emetteur a été constitué en 1867 et converti en société anonyme soumise au droit belge par acte notarié du 22 février 1962, publié aux annexes du Moniteur Belge du 3 mars 1962. L’Emetteur a été constitué pour une durée illimitée.

***

Dit Totaalcertificaat vertegenwoordigt door een totale hoofdsom van $[0]²³[[—]]²⁴ in obligaties (de Obligaties), in minimum coupures van $1.000 en integrale veelvouden van $1.000 voor het overschot uitgegeven door Delhaize Group SA/NV (de Uitgever). De Obligaties zijn ondergeschikt aan de voorwaarden van een “indenture agreement” (de Indenture) van 8 oktober 2010 tussen de Uitgever en The Bank of New York Mellon (als Trustee).

Dit Totaalcertificaat heeft een rentevoet van 5.70% per jaar op de hoofdsom betaalbaar op 1 april en 1 oktober van elk jaar beginnende op 1 april 2011 volgens de voorwaarden van de Indenture.

De Obligaties zullen teruggekocht worden voor hun hoofdsom op 1 oktober 2040, tenzij ze teruggekocht zijn vóór deze datum volgens de voorwaarden van de Indenture, zoals verder gedetailleerd in de Indenture.

De Uitgever werd opgericht in 1867 en omgezet in een naamloze vennootschap door een notariële akte van 22 februari 1962 gepubliceerd in de Bijlagen van het Belgisch Staatsblad van 3 maart 1962. De Uitgever is opgericht voor een onbepaalde duur.

²¹ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

²² In the case of a Rule 144A Global Note.

²³ In the case of a Regulation S Temporary Global Note or a Regulation S Permanent Global Note.

²⁴ In the case of a Rule 144A Global Note.

24 Interest

DELHAIZE GROUP SA/NV, a company organized under the laws of the Kingdom of Belgium (the “Issuer”), promises to pay interest on the principal amount of this Note at the rate per annum shown above. Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from October 8, 2010. The Issuer will pay interest semi-annually in arrears on each Interest Payment Date, commencing April 1, 2011. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Issuer shall pay interest on overdue principal and on overdue installments of interest from time to time on demand at the rate borne by the Notes (without regard to any applicable grace periods) to the extent lawful.

25 Method of Payment

The Issuer shall pay interest on Notes (except defaulted interest) to the Persons who are Holders at the close of business on the March 15 or September 15 immediately preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date. The Issuer shall pay principal, premium, if any, and interest in U.S. dollars. Payments in respect of the Notes represented by a Global Note (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by the NBB or any successor operator of the X/N System. The Issuer will make all payments in respect of a Global Note deposited with the X/N System (including principal, premium, if any, and interest), in accordance with the terms of the Clearing Agreement. If an Interest Payment Date is a date other than a Business Day at a place of payment, payment shall be at that place on the next succeeding day that is a Business Day (with any interest or other payment in respect of such delay).

26 Paying Agent

The Issuer may appoint and change any paying agent without notice.

27 Indenture

The Issuer issued the Notes under an Indenture, dated as of October 8, 2010 (the “Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Initial Notes of the Issuer designated as its 5.70% Senior Notes due 2040 (the “Initial Notes”). The Notes include the Initial Notes and the Exchange Notes issued in exchange for the Initial Notes in accordance with the Indenture. The terms of the Notes include those terms and provisions stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”), as in effect on the date of the Indenture. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of the Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time.

28 Optional Redemption

All or a portion of the Notes may be redeemed at the Issuer’s option, at any time at any time, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest and liquidated damages, if any, on the Notes being redeemed (exclusive of interest accrued and unpaid to the redemption dates) discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points as determined by the Reference Treasury Dealer, plus accrued and unpaid interest and liquidated damages, if any, on the Notes being redeemed at the redemption date.

For purposes of this Section 5:

“Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of dollar denominated corporate debt securities of a comparable maturity to the remaining term of such Notes;

“Comparable Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations;

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Issuer;

“Reference Treasury Dealer” means at any time (1) each of Banc of America Securities LLC and J.P. Morgan Securities LLC or their affiliates which are primary U.S. Government securities dealers, and their respective successors; provided, however, that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer shall substitute therefore another Primary Treasury Dealer and (2) any other two Primary Treasury Dealers selected by the Issuer;

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

29 Redemption for Taxation Reasons

The Issuer may, at its option, redeem the Notes in whole but not in part, at any time, upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:

(i) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date,

(ii) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or

(iii) the issuance of Definitive Registered Notes due to:

(a) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification,

(b) the notification by each of Euroclear and Clearstream that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and a successor is not able to be appointed by the Issuer within 15 days of such notification,

(c) DTC notifies the Issuer that it is unwilling or unable to continue to act as depositary or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the book-entry depositary at the Issuer’s request within 15 days of such notification, or

(d) if the book-entry depositary is at any time unwilling or unable to continue as book-entry depositary and a successor book-entry depositary is not appointed by the Issuer within 120 days of such notification.

The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an opinion of an independent legal counsel of internationally recognized standing to the effect that the circumstances referred to above exist. The Trustee shall accept, and shall be entitled to rely upon, the Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, in which event it shall be conclusive and binding on the Holders of the Notes.

30 Additional Amounts

All payments made under or with respect to the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including related penalties, interest and other liabilities) (“Taxes”) imposed or levied by or on behalf of the government of the Kingdom of Belgium or any political subdivision or any authority or agency therein or thereof having power to tax, or any other jurisdiction in which the Issuer is organized or is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Issuer is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If the Issuer is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Issuer shall pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by the Holders and beneficial owners of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount the Holders and beneficial owners of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to:

(1) any Taxes which would not have been imposed but for (a) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership, limited liability company or corporation) and the Relevant Taxing Jurisdiction including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or 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 (b) the presentation of a note (where presentation is required) for payment on a date more than 30 days after (x) the date on which such payment became due and payable or (y) the date on which payment thereof is duly provided for, whichever occurs later;

(2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or other governmental charge;

(3) any Taxes which are payable otherwise than by withholding from payments of (or in respect of) principal of, or any interest on, the Notes;

(4) any Taxes that are imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Note with a request by the Issuer addressed to the Holder or such beneficial owner (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax;

(5) any Taxes that are required to be withheld or deducted on a payment to an individual pursuant to European Union Council Directive 2003/48/EC regarding the taxation of savings income, as amended, or any law implementing or complying with, or introduced in order to conform to, such Directive;

(6) any Taxes that are required to be withheld or deducted on a payment to or on behalf of a Holder, who, at the time of such payment or withholding, was not an Eligible Investor for reasons within such Holder’s control. An Eligible Investor for the purposes of this section means any investor which is referred to in Article 4 of the Royal Decree of May 26, 1994 on the deduction of withholding tax and which holds the Notes in an exempt securities account in the X/N System; or

(7) any combination of items (1), (2), (3), (4), (5) and (6) above.

The Issuer also will not be required to pay Additional Amounts:

(a) if the payment could have been made without deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holders or beneficial owners of the Notes would have been entitled to Additional Amounts had the Note been presented on the last day of the 30-day period);

(b) with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any Holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note; or

(c) if the Note is presented for payments by or on behalf of a Holder or beneficial owner who would be able to avoid a withholding or deduction by presenting the relevant Note to another paying agent in a Member State.

If the Issuer will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes, the Issuer will deliver to the Trustee at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’ Certificate must also set forth any other information necessary to enable the paying agent to pay Additional Amounts to Holders of the Notes on the relevant payment date.

Upon request, the Issuer will provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment of the Taxes with respect to which Additional Amounts are paid.

Whenever in this Global Note there is mentioned, in any context, the payment of principal; purchase prices in connection with a purchase of Notes; interest; or any other amount payable on or with respect to any of the Notes, that reference shall be deemed to include payment of Additional Amounts provided for in this section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture or any other related document or instrument, or the receipt of any payments with respect to the Notes, excluding taxes, charges or similar levies imposed by any jurisdiction outside of Belgium, the jurisdiction of incorporation of any successor of the Issuer or any jurisdiction in which a paying agent is located, and the Issuer will agree to indemnify the Holders or the Trustee for any such taxes paid by the Holders or the Trustee.

The preceding provisions shall apply mutatis mutandis to any jurisdiction in which any successor to the Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.

31 Notice of Redemption

Notice of redemption will be made in accordance with the Indenture. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee on or before the redemption date, on and after such date interest ceases to accrue on such Notes (or portions thereof) called for redemption.

32 Change of Control

Section 4.03 of the Indenture provides that, upon a Change of Control, each Holder will have the right, subject to certain conditions set forth in the Indenture, to require the Issuer to repurchase all or any part of such Holder’s Notes at a price equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date of repurchase.

33 Denominations: Transfer; Exchange

This Global Note is in registered form, without coupons, in minimum denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof with the minimum transferable principal amount being U.S.$1,000.

34 Persons Deemed Owners

The Person deemed to be the owner of this Global Note shall be determined in accordance with the Indenture.

35 Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Issuer at its written request unless an abandoned property law designates another person. After any such payment, Holders entitled to the money must look to the Issuer for payment as general creditors, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

36 Legal Defeasance and Covenant Defeasance

The Issuer may be discharged from its obligations under the Indenture and the Notes except for certain provisions thereof (“Legal Defeasance”) and may be discharged from its obligations to comply with certain covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of certain conditions specified in the Indenture.

37 Amendment: Supplement: Waiver

Subject to certain exceptions, the Indenture or the Notes may be amended, supplemented or otherwise modified, and any past default or compliance with certain provisions of the Indentures or the Notes may be waived, in each case with the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding voting (either in person or by proxy) at a duly convened meeting of the Holders.

Without the consent of any Holder, the Issuer and the Trustee acting jointly may execute a supplemental indenture to take any of the following actions:

(i) cure any ambiguity, omission, defect or inconsistency; provided that such amendment does not, in the opinion of the Trustee, adversely affect the rights of any Holder in any material respect;

(ii) provide for the assumption by a successor corporation of the obligations of the Issuer under the Indenture;

(iii) provide for uncertificated Notes in addition to or in place of certificated Notes (provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(iv) add to the covenants of the Issuer for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuer or any of its subsidiaries;

(v) make any change that does not in the opinion of the Trustee adversely affect the rights of any Holder, subject to the provisions of the Indentures;

(vi) provide for the issuance of the Exchange Notes or Additional Notes; or

(vii) comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA.

38 Successors

When a successor assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, the predecessor will be released from those obligations.

39 Defaults and Remedies

If an Event of Default occurs (other than as a result of the bankruptcy provisions or the winding up provisions) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding by notice to the Issuer may declare principal or and accrued but unpaid interest on all the Notes to be due and payable in the manner, at the time and with the effect provided in the Indenture. If an Event of Default relating to certain events of the bankruptcy provisions or the winding up provisions, the unpaid principal of and interest on all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of each Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under such Indenture at the request or direction of any of the Holders of the Notes unless the Trustee has been offered an indemnity or security satisfactory to the Trustee against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Notes or the Indenture unless:

(i) such Holder has previously given the Trustee notice that an Event of Default is continuing,

(ii) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy,

(iii) the Trustee has been offered security or indemnity satisfactory to the Trustee against any loss, liability or expense,

(iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity satisfactory to the Trustee, and

(v) the Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Notes shall be given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that the Trustee determines (after consultation with counsel) conflicts with law or the relevant Indenture or that the Trustee

determines is unduly prejudicial to the rights of any other Holder or that may involve the Trustee in personal liability. Prior to taking any action under the relevant Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

40 Trustee Dealings with Issuer

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer, its Subsidiaries or their respective Affiliates as if it were not the Trustee.

41 No Recourse Against Others

A director, officer, employee or shareholder, as such, of the Issuer shall not have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

42 Authentication

This Note shall not be valid until the Trustee (or an authentication agent) manually signs the certificate of authentication on this Note.

43 Governing Law

THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

44 Abbreviations and Defined Terms

Customary abbreviations may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

45 Common Codes and ISIN Numbers

The Issuer has caused common codes and ISIN numbers to be printed on the Notes and has directed the Trustee to use common codes and ISIN numbers in notices of redemption as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers printed hereon.

46 Indenture

Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended or supplemented from time to time.

The Issuer will furnish to any Holder of a Note upon written request and without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Delhaize Group Investor Relations Department, Square Marie Curie 40 at B-1070 Brussels, Belgium (+32 2 412 21 51, investor@delhaizegroup.com) or Delhaize Group U.S. Investor Relations Department P.O. Box 1330, 2110 Executive Drive Salisbury NC 28145-1330, United States (+1 704 633 82 50 (ext. 2529), investor@delhaizegroup.com).

[OPTION OF HOLDER TO ELECT PURCHASE]

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, check the box:

¨ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 of the Indenture, state the amount you elect to have purchased:

U.S.$

Dated:                         

NOTICE: The signature on this option must correspond with the name as it appears upon the face of this Note in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker.

Signature Guarantee:

EXHIBIT D

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF

TRANSFER RESTRICTED NOTES

This certificate relates to €[—] principal amount at maturity of Notes held in (check applicable space) ¨ book-entry or ¨ definitive registered form by the undersigned.

The undersigned (check one box below):

¨ has requested the exchange of its beneficial interest in the Global Note held by the NBB for one or more Definitive Registered Notes of authorized denominations and an aggregate principal amount at maturity equal to its Book-Entry Interest in such Global Note;

¨ has requested the exchange or registration of the transfer of one or more Definitive Registered Notes;

¨ has requested that Book-Entry Interests in a Global Note representing the Notes to which this certificate relates be transferred to a transferee who will take delivery in the form of Book-Entry Interests in another Global Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act or, with respect to a transfer of an interest in a Regulation S Note during the Restricted Period, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

1	¨	to the Issuer; or
2	¨	to the Registrar for registration in the name of the Holder, without transfer; or
3	¨	pursuant to an effective registration statement under the U.S. Securities Act of 1933; or
4	¨	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the U.S. Securities Act of 1933; or
5	¨	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the U.S. Securities Act of 1933 and such Note shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
6	¨	pursuant to another available exemption from registration provided by Rule 144 under the U.S. Securities Act of 1933.

Unless one of the boxes is checked, transfer and exchange of the relevant Notes will not be permitted; provided, however, that if box (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably

requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933.

	Your Signature
Signature Guarantee:
Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee	Signature of Signature Guarantee

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this [Book-Entry Interest][Note] for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	NOTICE: To be executed by an executive officer

EX-4.5

Exhibit 4.5

EXECUTION COPY

DELHAIZE GROUP SA/NV,

AS ISSUER

AND

THE BANK OF NEW YORK MELLON,

AS CDI DEPOSITARY

AND

THE OWNERS OF BOOK-ENTRY INTERESTS

DEPOSIT AGREEMENT

DATED AS OF OCTOBER 8, 2010

TABLE OF CONTENTS

ARTICLE I
Definitions And Other General Provisions
SECTION 1.01.	Definitions	1
SECTION 1.02.	Rules of Construction	4
ARTICLE II
Book-Entry Interests
SECTION 2.01.	Deposit of Book Entry Interests in the Global Securities: Issuance of Certificated Depositary Interests	4
SECTION 2.02.	Book-Entry System	5
SECTION 2.03.	Procedures in the Event of a Registered Exchange Offer	5
SECTION 2.04.	Transfer of Certificated Depositary Interests	6
SECTION 2.05.	Transfer of Interests in the Global Securities	6
SECTION 2.06.	Payment in Respect of a Certificated Depositary Interest and Global Securities	7
SECTION 2.07.	Redemption of Securities and Book-Entry Interests	8
SECTION 2.08.	Record Date	8
SECTION 2.09.	Action in Respect of a Certificated Depositary Interest	8
SECTION 2.10.	Offer to Purchase Securities and Book-Entry Interests	9
SECTION 2.11.	Transfer and Transfer Restrictions	9
SECTION 2.12.	Changes Affecting a Global Security	10
SECTION 2.13.	Reports	10
SECTION 2.14.	Information Regarding Belgian Law	11
SECTION 2.15.	Additional Amounts	11
SECTION 2.16.	National Bank of Belgium	11
ARTICLE III
The CDI Depositary
SECTION 3.01.	Certain Duties and Responsibility	12
SECTION 3.02.	Not Responsible for Offering Materials or Issuance of Securities	13
SECTION 3.03.	Money Held in Trust	13
SECTION 3.04.	Compensation and Reimbursement	13
SECTION 3.05.	CDI Depositary Required; Eligibility	14
SECTION 3.06.	Resignation and Removal; Appointment of Successor	15
SECTION 3.07.	Acceptance of Appointment by Successor	16
SECTION 3.08.	Merger, Conversion, Consolidation or Succession to Business	17

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ARTICLE IV
Miscellaneous Provisions
SECTION 4.01.	Notices to CDI Depositary	17
SECTION 4.02.	Notice to Depositary and Owners; Waiver	18
SECTION 4.03.	Effect of Heading	18
SECTION 4.04.	Successors and Assigns	18
SECTION 4.05.	Separability Clause	18
SECTION 4.06.	Benefits of Agreement	19
SECTION 4.07.	Governing Law	19
SECTION 4.08.	Consent to Jurisdiction; Appointment of Agent for Service of Proof; Waiver of Immunities	19
SECTION 4.09.	Counterparts	19
SECTION 4.10.	Inspection of Agreement	20
SECTION 4.11.	Satisfaction and Discharge	20
SECTION 4.12.	Amendments	20
SECTION 4.13.	CDI Depositary to Execute Amendments	20
SECTION 4.14.	Effect of the Agreement	21
SECTION 4.15.	No Recourse	21

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THIS DEPOSIT AGREEMENT (this “Agreement”) is made as of this 8th day of October, 2010 by and between Delhaize Group SA/NV, a limited liability company organized under the laws of the Kingdom of Belgium (naamloz vennootschap) (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as CDI Depositary (the “CDI Depositary”) and the owners from time to time of beneficial interests in any Certificated Depositary Interest (as defined below) issued hereunder in registered form in respect of Global Securities (as defined below) representing the Company’s 5.70% Senior Notes due 2040 (the “Securities”), as issued, authenticated and delivered under the Indenture (as defined below).

ARTICLE I

Definitions And Other General Provisions

SECTION 1.01. Definitions. The following terms, as used herein, have the following meanings:

“Additional Amounts” shall have the meaning ascribed to it in the Indenture.

“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control”, when used with respect to any specific 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.

“Amendment Certificate” has the meaning ascribed to it in Section 4.01 hereof.

“Authorized Person” has the meaning ascribed to it in Section 4.01 hereof.

“Beneficial Owner” means any Person owning any beneficial interest in a given Certificated Depositary Interest but who is not the holder of such Certificated Depositary Interest and may include any “DTC Participant” (as hereinafter defined); it being understood that the term “Beneficial Owner” shall not include any agent or financial intermediary holding an interest in such Certificated Depositary Interest solely to the extent such interest is held for or on behalf of any Beneficial Owner.

“Book-Entry Interests” means an interest or interests in any Certificated Depositary Interest issued pursuant to this Agreement which are eligible for trading through DTC’s book-entry system.

“Business Day” shall have the meaning ascribed to it in the Indenture.

“CDI Depositary” means the party named as such in this Agreement until a successor shall have become such pursuant to Section 3.07 hereof, and thereafter “CDI Depositary” shall mean such successor or its nominee or the custodian of either.

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“Certificated Depositary Interest” means a global certificate in the form of Appendix A hereto representing an interest in a Global Security that (i) shall, at all times represent the right to receive 100% of the principal of, and premium, if any, interest and Additional Amounts, if any, on such Global Security and the right to procure in certain circumstances the exchange of such Global Security for one or more Definitive Registered Securities representing up to 100% of the principal amount at maturity represented by such Global Security and (ii) is issued by the CDI Depositary to the Depositary or its nominee and held by the CDI Depositary as custodian on behalf of the Depositary.

“Clearstream” means Clearstream Banking, SA, or any successor securities clearing agency.

“Clearing Agreement” means the Clearing Service Agreement between the Custodian, the Company and the Domiciliary Agent.

“Closing Date” means October 8, 2010.

“Company” means the party named as such in this Agreement until a successor replaces it pursuant to the applicable provisions of the Indenture and, thereafter means the successor.

“Company Order” means a written order signed in the name of the Company by a Director and delivered to the CDI Depositary.

“Corporate Trust Office” means the office of the CDI Depositary in The Borough of Manhattan, The City of New York, at which at any particular time its corporate trust business shall be principally administered, which at the date hereof is located at 101 Barclay Street, Floor 21 W, New York, NY 10286.

“Custodian” means the National Bank of Belgium, as operator of the X/N System.

“Definitive Registered Securities” means definitive Securities in registered form exchanged for Global Securities pursuant to the Indenture.

“Depositary” means DTC or any successor, in whose name the Certificated Depositary Interests are recorded pursuant to Section 2.04 hereof.

“Domiciliary Agent” means ING Belgium SA/NV or any successor domiciliary agent thereof.

“DTC” means The Depository Trust Company or its nominee.

“DTC Participants” means institutions that have accounts with DTC or its successors.

“Euroclear” means Euroclear Bank SA/NV, or any successor securities clearing agency.

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“Event of Default” shall have the meaning ascribed to it in the Indenture.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Global Security” means one or more global securities in bearer form representing collectively 100% of the Securities issued pursuant to the Indenture.

“Incumbency Certificate” has the meaning ascribed to it in Section 4.01 hereof.

“Indenture” means the indenture dated as of October 8, 2010 between the Company and The Bank of New York Mellon, as Trustee, relating to the Securities as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental thereto entered into pursuant to the applicable provisions thereof, including for all purposes the provisions of the TIA that are deemed to be a part of and govern such instrument.

“Letter of Representations” means a Blanket Letter of Representations to DTC from the CDI Depositary on behalf of the Company pertaining to the Securities.

“Meeting” shall have the meaning ascribed to it in the Indenture.

“Officers’ Certificate” shall have the meaning ascribed to it in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel, who may be an employee of or counsel to the Company, a Subsidiary of the Company or the Trustee.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Registered Exchange Offer” shall have the meaning ascribed to it in Appendix A to the Indenture.

“Registration Rights Agreement” means the registration rights agreement dated as of October 8, 2010, among the Company, Delhaize America, LLC, the subsidiaries of the Company party thereto and Banc of America Securities LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.

“Regulation S Global Note” shall have the meaning ascribed to it in Appendix A to the Indenture.

“Responsible Officer” means, with respect to the CDI Depositary, any officer assigned to or working in the CDI Depositary’s corporate trust department or, with respect to a particular corporate trust or agency matter, any other officer to whom such matter is referred because of his or her knowledge and familiarity with the particular subject.

“Rule 144A Global Note” shall have the meaning ascribed to it in Appendix A to the Indenture.

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“Securities” shall have the meaning set forth in the introductory paragraph of this Agreement.

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

“Subsidiary” shall have the meaning ascribed to it in the Indenture.

“TIA” means the United States Trust Indenture Act of 1939 as in effect on the date of the Indenture; provided, however, that in the event the United States Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by such amendment, the United States Trust Indenture Act of 1939, as so amended.

“Trustee” means the Person acting as Trustee under the Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of the Indenture, and “Trustee” shall thereafter mean such successor Trustee.

“Unrestricted Global Security” means a Global Security other than a Rule 144A Global Note (but which may be a Regulation S Global Note), with respect to which Book-Entry Interests therein may be transferable without restriction under the Securities Act.

“X/N System” shall have the meaning ascribed to it in the Indenture.

SECTION 1.02. Rules of Construction. Unless the context otherwise requires, (a) a term has the meaning assigned to it herein; (b) any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Indenture; (c) “or” is not exclusive; (d), “including” means including without limitation and (e) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.

ARTICLE II

Book-Entry Interests

SECTION 2.01. Deposit of Book-Entry Interests in the Global Securities: Issuance of Certificated Depositary Interests. The CDI Depositary, as a participant in Euroclear and/or Clearstream, hereby agrees to accept 100% of the book-entry interests in the Global Securities for the benefit of the Depositary and shall act as CDI Depositary in accordance with the terms of this Agreement. The CDI Depositary shall issue Certificated Depositary Interests with respect to its book-entry interests in the Global Securities in accordance with the Letter of Representations.

SECTION 2.02. Book-Entry System. (a) Upon acceptance by DTC of a Certificated Depositary Interest for entry into its book-entry settlement system in accordance with the terms of the Letter of Representations, Book-Entry Interests will be issued by DTC and traded through DTC’s book-entry system, and ownership of such Book-Entry Interests shall be

4

shown in, and the transfer of such ownership shall be effected through, records maintained by DTC or its successors or DTC Participants. Book-Entry Interests shall be transferable only as units representing authorized denominations of the Securities and in the manner contemplated by the Indenture.

(b) The Certificated Depositary Interest shall be issuable only to DTC, or successors of DTC or their respective nominees. Except as provided in Section 2.05, no owner of Book-Entry Interests shall be entitled to receive a Security in definitive form on account of such ownership, and such owner’s interest therein shall be shown only in accordance with the procedures of DTC as set forth in the Letter of Representations.

(c) Notwithstanding the foregoing, nothing herein shall prevent the Company, the CDI Depositary or any agent of the Company or the CDI Depositary from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its DTC Participants, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Certificated Depositary Interest.

SECTION 2.03. Procedures in the Event of a Registered Exchange Offer. Upon receipt by the CDI Depositary as holder of the book-entry interest in the Global Security of notice of either the commencement of a Registered Exchange Offer or the implementation of arrangements permitting the resale by the owners of the Book-Entry Interests pursuant to the registration provisions of the Securities Act, the CDI Depositary will forward to the Depositary materials relating to such Registered Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry Interests. In the case of a Registered Exchange Offer, upon notice by the Depositary of the principal amount of Book-Entry Interests in the Regulation S Global Note or the Rule 144A Global Note, as the case may be, tendered in response to the Registered Exchange Offer, the CDI Depositary shall (i) receive through Euroclear and/or Clearstream in exchange for that portion of the Global Security with respect to which Book-Entry Interests have been tendered and (to the extent such portions of the Global Security are accepted pursuant to the Registered Exchange Offer) 100% of the book-entry interests in a new Unrestricted Global Security (or an increase of an existing Unrestricted Global Security) and in like principal amount at maturity as the Book-Entry Interests tendered, (ii) to the extent the Unrestricted Global Security is new, issue to the Depositary a new Certificated Depositary Interest in the new Unrestricted Global Security, and (iii) record any changes in the principal amount at maturity of the Certificated Depositary Interests in each of its book-entry interests in the Regulation S Global Note, the Rule 144A Global Note and the Unrestricted Global Security, and notify the Depositary of any such changes. Book-Entry Interests in each Unrestricted Global Security shall be assigned a CUSIP number and/or Common Code number and ISIN, as applicable.

SECTION 2.04. Transfer of Certificated Depositary Interests. The Company appoints the CDI Depositary as its agent for the sole purpose of maintaining at the CDI Depositary’s Corporate Trust Office records in which the CDI Depositary shall (i) record DTC as the initial owner of the Certificated Depositary Interests, (ii) record the transfer of ownership of such Certificated Depositary Interests and (iii) record the increases and decreases in the principal amount at maturity represented by such Certificated Depositary Interests. Ownership of a

5

Certificated Depositary Interest cannot be transferred unless such transfer is noted in the records of the CDI Depositary. The CDI Depositary shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests that does not comply with the provisions of this Section 2.04. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the Certificated Depositary Interests owned by DTC may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary.

The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons.

In connection with the CDI Depositary’s appointment as the Company’s agent under this Section 2.04, the Company shall have such rights and obligations as regards removal of the CDI Depositary and appointment of a successor as are specified in Section 3.07 hereof.

SECTION 2.05. Transfer of Interests in the Global Securities. The CDI Depositary shall not transfer or lend any interest in the Global Securities except (i) the transfer and exchange of a Global Security pursuant to Section 2.07 of the Indenture, (ii) the replacement of a Global Security pursuant to Section 2.08 of the Indenture, (iii) upon delivery of a Global Security for cancellation pursuant to Section 2.11 of the Indenture and (iv) the transfer of any interest in a Global Security to a successor CDI Depositary appointed in accordance with Section 3.06 hereof.

If:

(i) the Custodian ceases to operate the X/N System and no successor-operator has been appointed within 120 days after the date on which the Custodian gives notice of such fact to the Company and the Domiciliary Agent,

(ii) both Euroclear and Clearstream notify the Company or the CDI Depositary that they are unwilling or unable to continue to act as a clearing agent and no successor-clearing agent has been appointed within 15 days after the date on which notice of such fact is given,

(iii) if, as a result of any amendment to, or change in, the laws or regulations of Belgium, another Member State (as defined in Section 1.01 of the Indenture) or the United States (or any political sub-division of any of the foregoing) or of any authority therein or thereof having power to tax or in the interpretation, by a revenue authority or a court, or administration of such laws or regulations, which become effective after the Closing Date, the Company reasonably concludes that continuing to settle the Securities

6

through the X/N System would require it to make a deduction or withholding from any payment in respect of the Securities, which deduction or withholding would not then be required in respect of Definitive Registered Securities,

(iv) DTC notifies the Company or the CDI Depositary it is unwilling or unable to continue as depositary with respect to the Certificated Depositary Interests or if at any time it is unable to or ceases to be a clearing agency registered under the Exchange Act and, in either case, no successor-depositary registered as a clearing agency under the Exchange Act is appointed by the CDI Depositary at the Company’s request within 15 days after the date on which notice of such fact is given, or

(v) the CDI Depositary notifies the Company in writing under Section 3.06 hereof that it is unwilling or unable to continue as CDI Depositary and no successor CDI Depositary has been appointed by the Company within 15 days after the date on which notice of such fact is given,

then the CDI Depositary shall upon written direction from the Domiciliary Agent notify the Depositary that interests in the corresponding Global Security in the form of Book-Entry Interests will be exchanged in whole for Definitive Registered Securities pursuant to Section 2.07 of the Indenture. Definitive Registered Securities shall be registered by the Company in such names and amounts as the Depositary shall specify upon cancellation of the corresponding Global Security, Certificated Depositary Interest and all Book-Entry Interests with respect thereto. The CDI Depositary agrees to take all such actions as are reasonable with respect to its interests in the corresponding Global Security held through Euroclear and/or Clearstream to give effect to the exchange of interests in the corresponding Global Security in the form of Definitive Registered Securities.

Exchange of Definitive Registered Securities pursuant to this Section 2.04 and issue of any certificate delivered in respect thereof shall be made free of any fees of the CDI Depositary to the Depositary or Beneficial Owner with respect thereto.

SECTION 2.06. Payment in Respect of a Certificated Depositary Interest and Global Securities. (a) Whenever the CDI Depositary shall receive any payment on a Global Security, including any payments of additional interest pursuant to Section 5 of the Registration Rights Agreement or Additional Amounts, the amount so received shall be distributed promptly to the Depositary on the corresponding payment date for such Global Security. So long as DTC is the Depositary, such payments shall be made in accordance with the Letter of Representations.

(b) The CDI Depositary shall forward to the Trustee, the Company and their respective agents, as the case may be, such information from its records as the Company may reasonably request to enable the Company or its agents to file necessary reports with governmental agencies, and the CDI Depositary, the Company and the Trustee or their agents may (but shall not be required to) file any such reports necessary to obtain benefits under any applicable tax treaties for the Depositary or Beneficial Owners of Book-Entry Interests.

(c) None of the Company, the Trustee, the Paying Agent, the Custodian, Euroclear, Clearstream, the CDI Depositary or any of their respective agents will have any

7

responsibility or liability for any aspect of the records relating to payments made by the Depositary (or its direct or indirect participants) on account of Book-Entry Interests or for maintaining, supervising or reviewing any records relating to such Book-Entry Interests.

(d) Notwithstanding any other provision of this Agreement, the CDI Depositary shall be required to pay to the Depositary only amounts (including Additional Amounts) received by the CDI Depositary with respect to the Global Securities.

SECTION 2.07. Redemption of Securities and Book-Entry Interests. In the event that the Company redeems all or any part of a Global Security pursuant to the Indenture and the terms of the Securities, the CDI Depositary shall promptly notify the Depositary of the principal amount redeemed and of the corresponding reduction of the same principal amount of the corresponding Certificated Depositary Interest. The CDI Depositary shall pay all such amounts received by it in connection with such redemption to the Depositary.

SECTION 2.08. Record Date. Whenever (i) any payment is to be made in respect of the Global Securities, (ii) the CDI Depositary shall receive notice of any action to be taken by the holder of the Global Security or (iii) whenever the Company deems it appropriate in respect of any other matter, the CDI Depositary may, but shall not be obligated to (except in the case of (ii)) fix a record date (the “Record Date”) (in the case of payments only, 14 days prior to the due date for such payment) for the determination of the principal amount represented by the Certificated Depositary Interests and the holders of such Certificated Depositary Interests who shall be entitled to receive payment in respect thereof, to take any such action or to act in respect of any such matter, which record date, if any, shall be the same date as that fixed with respect to the corresponding holder of such Global Security or holders, if any, of corresponding Definitive Registered Securities under the Indenture. Subject to the provisions of this Agreement, only the Depositary in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary at the close of business on such record date shall be entitled to receive any such payment, to give instructions as to such action or to act in respect of any such matter.

SECTION 2.09. Action in Respect of a Certificated Depositary Interest. Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action (to be taken at a Meeting or otherwise) by the holder of a Global Security or holders of interests therein under the Indenture or by the CDI Depositary under this Agreement, the CDI Depositary shall mail to the Depositary a notice containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 hereof) will be entitled, subject to the provisions of or governing such Certificated Depositary Interest or Global Security, as the case may be, to instruct the CDI Depositary as to the consent, waiver or other action (to be taken at a Meeting or otherwise), if any, pertaining to the Global Securities, this Agreement or the Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests therein, the CDI Depositary shall endeavor insofar as practicable and permitted under the provisions of this Agreement or the Indenture, as the case may be, to obtain a Voting Certificate and a Proxy in the manner set forth in

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Appendix B to the Indenture (to the extent it is regarded as the holder of all or a portion of the Global Securities for the purpose of any such Meeting) and to take such action regarding the requested consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry Interests, all materials received by the CDI Depositary pertaining to any such solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder is entitled to take under the Indenture. The CDI Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Security. Without prejudice to Section 2.06(c), the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests.

SECTION 2.10. Offer to Purchase Securities and Book-Entry Interests. Upon receipt by the CDI Depositary as holder of the book-entry interest in the Global Securities of notice of an offer to purchase Securities pursuant to Section 3.01 or 4.03 of the Indenture, the CDI Depositary shall forward such notice to the Depositary with any additional instructions applicable to owners of Book-Entry Interests. Upon notice by the Depositary of the principal amount of such Book-Entry Interests tendered for purchase in response to such offer to purchase, such CDI Depositary will instruct the Custodian (through Euroclear and/or Clearstream) to surrender the applicable Global Security in accordance with the instructions set forth in such offer to purchase indicating the portion of the principal amount of such Global Security that is being tendered for purchase pursuant to the offer to purchase. Upon receipt of any payment resulting from an offer to purchase, the CDI Depositary shall pay any amounts received to the Depositary, indicate the principal amount of such Global Security reduced by the Trustee in connection with such offer to purchase, and notify the Depositary of a corresponding reduction in the principal amount of the applicable Certificated Depositary Interest.

SECTION 2.11. Transfer and Transfer Restrictions. (a) If the owner of a Book-Entry Interest in a Certificated Depositary Interest related to one Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Book-Entry Interest in a Certificated Depositary Interest relating to a second Global Security, then, to the extent permitted by any applicable regulation, upon (A) receipt by the CDI Depositary of an order given by the Depositary or its authorized representative directing that a Book-Entry Interest relating to the second Global Security be increased by a specified principal amount and the Book-Entry Interest relating to the first Global Security be decreased in an equal principal amount and (B) delivery to the CDI Depository any applicable certificates or other documents referred to in Section 2.11(b) below, such CDI Depositary shall (i) promptly instruct Euroclear and/or Clearstream, as applicable, to instruct the Custodian to deliver the applicable Global Securities to the Domiciliary Agent and request that the Domiciliary Agent endorse Schedule A to such Global Securities to reflect the reduction in principal amount of the first Global Security and the corresponding increase in the second Global Security resulting from

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such transfer and (ii) notify the Depositary of the corresponding adjustments in the principal amounts of the relevant Certificated Depositary Interests. The Depositary shall make such adjustments in accordance with the provisions of Section 2.04.

(b) The Indenture sets forth certain transfer restrictions and certification requirements relating to exchanges or transfers between holders of the Global Securities and/or Definitive Registered Securities. Owners of Book-Entry Interests acknowledge that analogous transfer restrictions and certification shall apply to transfers and exchanges described in this Section 2.11(b). Accordingly, in the circumstances where a certificate or other documentation specified in the Indenture is required to be delivered to the Trustee in connection with any transfer or exchange involving a Global Security, such certificate or document shall be delivered to the CDI Depositary in connection with any analogous transfer or exchange involving Book-Entry Interest in such Global Security.

(c) The parties hereto acknowledge that pursuant to arrangements with the Depositary, during the Restricted Period, any trades in Book-Entry Interests relating to a Regulation S Global Note will only occur in or through accounts maintained at DTC by Euroclear and Clearstream.

(d) Each owner of Book-Entry Interests relating to a Rule 144A Global Note understands that such Book-Entry Interests have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred by such owner except (a)(i) to a Person who such owner reasonably believes is a qualified institutional buyer that purchases for its own account or the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act, (ii) in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulations S under the Securities Act, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (iv) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

SECTION 2.12. Changes Affecting a Global Security. Upon any reclassification of Securities or upon any recapitalization, reorganization, merger, assumption or consolidation or sale of assets affecting the Company or to which the Company is a party, any interests in securities that shall be received by the CDI Depositary in exchange for or in respect of a Global Security shall be treated as an interest in a new Global Security or as part of such Global Security under this Agreement and any corresponding Certificated Depositary Interest shall thenceforth represent such Global Security, including such new securities so received.

SECTION 2.13. Reports. The CDI Depositary shall promptly send to the Depositary a copy of any notices, reports and other communications received relating to the Company or any Securities that are received by the CDI Depositary as holder of the book-entry interests in a Global Security.

SECTION 2.14. Information Regarding Belgian Law. The CDI Depositary shall inform DTC that for the Securities be admitted in an exempt account in the X/N System (and for their holders to benefit from the related exemption to Belgian withholding tax) DTC should

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ensure that it does not hold any Certificated Depository Interest on behalf of any investor, such as a Belgian person, who does not qualify as an “Eligible Investor” for the purposes of article 4 of the Royal Decree of 26 May 1994.

“Eligible Investors,” as defined in article 4 of the Royal Decree of 26 May 1994, include, inter alia: (1) Belgian resident companies subject to corporate income tax within the meaning of Article 2, §1, 5°b of the Income Tax Code 1992 (“ITC 1992”); (2) without prejudice to Article 262, 1° and 5° of ITC 1992, Belgian insurance or pension undertakings within the meaning of Article 2, §3 of the Law of July 9, 1975 on supervision of insurance companies (other than those referred in points 1° and 3° of said Article); (3) State-linked social security organizations and institutions assimilated therewith within the meaning of Article 105, 2° of the Royal Decree of August 27, 1993 implementing ITC 1992; (4) non-residents of Belgium within the meaning of Article 105, 5° of said Royal Decree of August 27, 1993; (5) mutual funds within the meaning of Article 115 of said Royal Decree of August 27, 1993; (6) companies, entities or partnerships within the meaning of Article 227, 2° of ITC 1992 which are subject to non-resident income tax in Belgium in accordance with Article 233 of ITC 1992 and whose Securities are held as part of a taxable business activity in Belgium; (7) the Belgian State, with respect to its investments exempted from withholding tax in accordance with Article 265 of ITC 1992; (8) mutual funds organized under foreign law which are structured as an undivided estate managed by a management company on behalf of certificate holders, provided that their certificates are not publicly offered or otherwise marketed in Belgium; and (9) Belgian resident companies not referred to in point 1 above whose sole or principal activity consists in granting credits or loans.

SECTION 2.15. Additional Amounts. At least 30 days prior to the date the payment of Additional Amounts would be required to be made pursuant to Section 4.07 of the Indenture (unless the obligation to make such payment arises after the 30^th day prior to that payment date, in which case the Company shall furnish the proceeding certificate promptly thereafter), the Company will furnish the CDI Depositary with an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The CDI Depositary shall have no responsibility for determining whether the Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers’ Certificate or on certifications from the Depositary. The Company shall, prior to the time on which the CDI Depositary is required to make such payment, pay to the CDI Depositary amounts equal to any Additional Amounts payable on such date by the CDI Depositary under this Agreement. Notwithstanding anything to the contrary provided above, the CDI Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it for that purpose.

SECTION 2.16. National Bank of Belgium. Each of the CDI Depositary and the Company agree to recognize the National Bank of Belgium as the Custodian of the Global Securities.

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ARTICLE III

The CDI Depositary

SECTION 3.01. Certain Duties and Responsibility. The CDI Depositary agrees to perform such duties as are specifically set forth in this Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.

(a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under this Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of this Agreement provide shall be done or performed.

(b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under this Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of such duties as are specifically set forth in this Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with this Agreement. In the absence of bad faith or negligence on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of this Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement.

(c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under this Agreement to any Depositary or any owner of Book-Entry Interests or any other Person (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance of such duties as are specifically set forth in this Agreement.

(d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.

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(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.

(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under this Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.

(g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI Depositary.

(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.

(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.

(j) The CDI Depositary 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 with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

SECTION 3.02. Not Responsible for Offering Materials or Issuance of Securities. The CDI Depositary does not make any representations as to the validity or sufficiency of any offering materials. The CDI Depositary shall not be accountable for the use or application by the Company of the proceeds of the Securities.

SECTION 3.03. Money Held in Trust. Money held by the CDI Depositary in trust hereunder shall be segregated from other funds held by the CDI Depositary as required by law applicable laws or regulations. The CDI Depositary shall be under no obligation to invest or pay interest on any money received by it hereunder, except as otherwise agreed in writing with the Company.

SECTION 3.04. Compensation and Reimbursement. The Company agrees:

(a) to pay to the CDI Depositary from time to time such compensation as agreed between them in writing for all services rendered by it hereunder;

(b) except as otherwise expressly provided herein, to reimburse the CDI Depositary upon its request for all reasonable expenses, disbursements and advances incurred or made by the CDI Depositary in accordance with any provision of this Agreement (including the reasonable compensation and the expenses and disbursements

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of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and

(c) to indemnify the CDI Depositary and its Affiliates, employees and directors for, and to hold them harmless against, any and all loss, liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of this Agreement and its duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.

The CDI Depositary shall notify the Company in writing of the commencement of any action or lien in respect of which indemnification may be sought promptly after the CDI Depositary becomes aware of such commencement (provided that the failure to make such notification shall not affect the CDI Depositary’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to the CDI Depositary; provided that the CDI Depositary may employ, at the Company’s expense, separate counsel if the CDI Depositary shall have reasonably concluded, upon advice of counsel, that there may be legal defenses available to it that are different from or in addition to those available to the Company; provided, however, that it is understood that the Company shall not, under any circumstances, be liable for the reasonable fees and expenses, as incurred, of more than one counsel at any one time to the CDI Depositary (except in the case where local counsel may also be required). The CDI Depositary shall not compromise or settle any such action or claim without the written consent of the Company, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section to compensate and indemnify the CDI Depositary and to pay or reimburse the CDI Depositary for expenses, including reasonable attorney’s fees, disbursements and advances, shall survive the repayment of any Security, resignation or removal of the CDI Depositary and satisfaction, discharge or other termination of this Agreement.

The CDI Depositary shall not be responsible for (i) taxes and other governmental charges (except for liabilities for failure to backup withhold under relevant U.S. tax law) or (ii) such registration fees as may be in effect for the registration from time to time of transfers of interests in the Certificated Depositary Interests.

SECTION 3.05. CDI Depositary Required; Eligibility. At all times when there is a CDI Depositary hereunder, such CDI Depositary shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, having, together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority, willing to act on reasonable terms. Such corporation shall have its principal place of business in the Borough of Manhattan, The City of New York, if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of

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this Section 3.05, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The CDI Depositary shall have executed a Letter of Representations to DTC acceptable in form and substance to DTC and the Company pertaining to the Certificated Depositary Interests. The CDI Depositary hereunder shall at all times be the Trustee under the Indenture, unless the CDI Depositary or the Company shall have received an Opinion of Counsel that the same Person is precluded by law from acting in such capacities. If at any time the CDI Depositary shall cease to be eligible in accordance with the provisions of this Section 3.05, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 3.06. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the CDI Depositary and, in the case of (i) below no appointment of a successor CDI Depositary pursuant to this Article shall become effective until (i) the acceptance of appointment by the successor CDI Depositary in accordance with the applicable requirements of Section 3.08 hereof or (ii) the exchange of Definitive Registered Securities with respect to all outstanding Securities in accordance with Section 2.04 hereof.

(b) The CDI Depositary may resign by giving written notice thereof to the Company and the Depositary, in accordance with Section 4.01 and Section 4.02 hereof, not less than 60 days prior to the effective date of such resignation. The CDI Depositary may be removed at any time upon not less than 90 days’ notice by the filing with it and the Trustee of an instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective.

(c) Notwithstanding the provisions of clauses (a) and (b) of this Section 3.06, if at any time:

(i) the CDI Depositary shall cease to be eligible under Section 3.05 hereof and shall fail to resign after written request therefore by the Company or by the Depositary, or

(ii) the CDI Depositary shall become incapable of acting with respect to any Certificated Depositary Interest or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the CDI Depositary or of its property shall be appointed or any public officer shall take charge or control of the CDI Depositary or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company may immediately remove the CDI Depositary and appoint a successor CDI Depositary or (ii) the Depositary or CDI Depositary may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the CDI Depositary and the appointment of a successor CDI Depositary unless all Global Securities with respect to all outstanding Securities have been exchanged for Definitive Registered Securities in accordance with the Indenture. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the CDI Depositary and appoint a successor CDI Depositary.

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(d) If the CDI Depositary shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of CDI Depositary for any cause, the Company shall promptly appoint a successor CDI Depositary (other than the Company) and shall comply with the applicable requirements of Section 3.07 hereof. If no successor CDI Depositary with respect to the Securities shall have been so appointed by the Company and accepted appointment in the manner required by Section 3.07, the Depositary or CDI Depositary may, on behalf of itself and all others similarly situated, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor CDI Depositary unless Definitive Registered Securities have been issued with respect to all outstanding Securities in accordance with the Indenture.

(e) The Company shall give, or shall cause such successor CDI Depositary to give, notice of each resignation and each removal of a CDI Depositary and each appointment of a successor CDI Depositary to the Depositary in accordance with Section 4.02 hereof. Each notice shall include the name of the successor CDI Depositary and the address of its Corporate Trust Office.

SECTION 3.07. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor CDI Depositary, every such successor CDI Depositary so appointed shall execute, acknowledge and deliver to the Company and to the retiring CDI Depositary an instrument accepting such appointment, and thereupon the resignation or removal of the retiring CDI Depositary shall become effective and such successor CDI Depositary, without any further act, deed or conveyance shall become vested with all the rights, powers, agencies and duties of the retiring CDI Depositary, with like effect as if originally named as CDI Depositary hereunder; provided, however, on the request of the Company or the successor CDI Depositary, such retiring CDI Depositary shall, upon payment of all amounts due and payable to it pursuant to Section 3.04 hereof, execute and deliver an instrument transferring to such successor CDI Depositary all the rights and powers of the retiring CDI Depositary and shall duly assign, transfer and deliver to such successor CDI Depositary all property, records and money held by such retiring CDI Depositary hereunder and shall deliver each Global Security to the successor.

(b) Upon request of any such successor CDI Depositary, the Company shall execute any and all instruments necessary for more fully and certainly vesting in and confirming to such successor CDI Depositary all such rights, powers and agencies referred to in paragraph (a) of this Section 3.07.

(c) No successor CDI Depositary shall accept its appointment unless at the time of such acceptance such successor CDI Depositary shall be eligible under this Article.

(d) Upon acceptance of appointment by any successor CDI Depositary as provided in this Section 3.07, the Company shall give notice thereof to the Depositary in accordance with Section 4.02 hereof. If the acceptance of appointment is substantially contemporaneous with the resignation of the CDI Depositary, the notice called for by the preceding sentence may be combined with the notice called for by Section 3.06 hereof. If the Company fails to give such notice within 15 days after acceptance of appointment by the

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successor CDI Depositary, the successor CDI Depositary shall promptly cause such notice to be given at the expense of the Company.

SECTION 3.08. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the CDI Depositary 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 CDI Depositary shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the CDI Depositary, shall be the successor of the CDI Depositary hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such corporation shall be otherwise eligible under this Article. Written notice of any merger, conversion, consolidation or sale shall promptly be given to the Company and the Depositary.

ARTICLE IV

Miscellaneous Provisions

SECTION 4.01. Notices to CDI Depositary. Any request, demand, authorization, direction, notice, consent, or waiver or other document provided or permitted by this Agreement to be made upon, given or furnished to, or filed with,

(a) the CDI Depositary by the Company or the Depositary shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via facsimile) and delivered or mailed and received, first-class postage prepaid, to the CDI Depositary at its Corporate Trust Office, Attention: Corporate Trust Administration, Fax: +44 207 964 2536, or at any other address previously furnished in writing by the CDI Depositary to the Depositary, the Trustee and the Company, or

(b) the Company, by the CDI Depositary shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing (which may be via facsimile) and delivered or mailed and received, first-class postage prepaid, to

Etablissements Delhaize Frères et Cie “Le Lion” SA/NV

Square Marie Curie 40

1070 Brussels

Belgium

Attention: A.M. Silva Gonzalez and William Schoofs

(separate notices to each person)

Fax: +32 (2) 412 8568

or at any other address previously furnished in writing to the CDI Depositary by the Company.

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The Company accepts that facsimile communication is not secure, and the CDI Depositary shall incur no liability solely by reason of receiving instructions from, or transmitting data to, the Company via such a non-secure method, provided the CDI Depositary acts without bad faith, willful misconduct or negligence.

The Company shall provide, and shall procure that each of its appointed agents provides, the CDI Depositary with a certificate (the “Incumbency Certificate”) in a form provided to the Company containing the names, telephone numbers and specimen signatures of each person authorized to execute documents on behalf of the Company (“Authorized Person”). The CDI Depositary is authorized to comply with and rely upon any notices, instructions or other communications believed by it to have been sent or given by an Authorized Person. The Company and any Authorized Person may amend the Incumbency Certificate or add any person to or delete any person from the Incumbency Certificate by delivering a certificate that adds or removes one or more Authorized Persons (an “Amendment Certificate”) to the Incumbency Certificate to the CDI Depositary. However, until the CDI Depositary actually receives such Amendment Certificate to the Incumbency Certificate, the CDI Depositary may rely upon and shall incur no liability for relying upon the original Incumbency Certificate.

SECTION 4.02. Notice to Depositary and Owners; Waiver. Where this Agreement provides for notice to the Depositary or owners of Book-Entry Interests of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided or as provided in the Letter of Representations) if in writing and mailed, first-class postage prepaid, to the Depositary at the address notified to the CDI Depositary, in each case not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Where this Agreement 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 the Depositary shall be filed with the CDI Depositary, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver, and such waiver shall be the equivalent of such notice.

If the Securities are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices shall also be published in a daily leading newspaper with general circulation in Luxembourg (expected to be the Luxemburger Wort).

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 approval of the CDI Depositary shall constitute a sufficient notification for every purpose hereunder.

SECTION 4.03. Effect of Heading. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.04. Successors and Assigns. All covenants and agreements in this Agreement by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 4.05. Separability Clause. In case any provision in this Agreement, the Indenture or the Securities shall be invalid, illegal or unenforceable, the validity, legality and

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enforceability of the remaining provisions hereof and thereof shall not in any way be affected or impaired thereby. The parties to any such agreement shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

SECTION 4.06. Benefits of Agreement. Nothing in this Agreement, the Securities or the Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefits or any legal or equitable right, remedy or claim under this Agreement. The owners from time to time of the Book-Entry Interests shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the Indenture and the Securities, by their acceptance of delivery of such Book-Entry Interests.

SECTION 4.07. Governing Law. This agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

SECTION 4.08. Consent to Jurisdiction; Appointment of Agent for Service of Proof; Waiver of Immunities. By the execution and delivery of this Agreement the Company irrevocably (i) agrees that any legal suit, action or proceeding against the Company arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any United States Federal or state court in the Borough of Manhattan, The City of New York and (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding. The Company has appointed Corporation Service Company at 1133 Avenue of the Americas, Suite 3100, New York, NY 10036-6710, USA as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on the Indenture, the Securities or the transactions contemplated hereby which may be instituted in any New York court, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall be irrevocable. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any reasonable action, including the filing of any and all documents and instruments that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company.

To the extent that the Company has or hereinafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Agreement to the fullest extent permitted by law.

SECTION 4.09. Counterparts. This Agreement may be executed in any number of counterparts by the parties hereto on separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

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SECTION 4.10. Inspection of Agreement. A copy of this Agreement shall be available upon reasonable prior written notice at all reasonable times during normal business hours at the Corporate Trust Office of the CDI Depositary for inspection by any owner of Book-Entry Interests.

SECTION 4.11. Satisfaction and Discharge. This Agreement upon a Company Order shall cease to be of further effect, and the CDI Depositary, at the expense of the Company, shall execute proper instruments provided to it acknowledging satisfaction and discharge of this Agreement, when (i) all obligations of the Company with respect to Securities under the Indenture have been satisfied and discharged pursuant to the provisions thereof or Definitive Registered Securities have been issued and the corresponding Global Securities have been canceled in accordance with the provisions of Section 2.05 or 2.06, (ii) the Company has paid or caused to he paid all sums payable hereunder by the Company with respect to the Securities and (iii) the Company has delivered to the CDI Depositary an Officers’ Certificate and an Opinion of Counsel, stating that all conditions precedent herein provided relating to the satisfaction and discharge of this Agreement with respect to the Securities of such series have been complied with.

SECTION 4.12. Amendments. The Company and the CDI Depositary may amend this Agreement without the consent of the Depositary or the owners of Book-Entry Interests:

(a) to cure any ambiguity, omission, defect or inconsistency;

(b) to add to the covenants and agreements of the CDI Depositary or the Company;

(c) to evidence or effectuate the assignment of the CDI Depositary’s rights and duties to a qualified successor, as provided herein;

(d) to comply with any requirements of the Securities Act, the Exchange Act, the U.S. Investment Company Act of 1940, as amended, the TIA, Belgian securities laws and/or tax laws or any other applicable law, rule or regulation; or

(e) to modify, alter, amend or supplement this Agreement in any other manner that is not adverse to the Depositary or the owners of Book-Entry Interests.

No amendment that affects the Depositary or the owners of Book-Entry Interests may be made to this Agreement without the written consent of the Depositary or the owners of Book-Entry Interests, as the case may be.

SECTION 4.13. CDI Depositary to Execute Amendments. The CDI Depositary shall duly execute and deliver any amendment authorized pursuant to Section 4.12, if the amendment does not adversely affect the rights, duties, liabilities or immunities of the CDI Depositary. If it does, the CDI Depositary may but need not execute and deliver such amendment. In executing and delivering such amendment the CDI Depositary shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and shall be fully protected in

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reasonably relying upon, an Officers’ Certificate (which need only cover the matters set forth in clause (a) below) and an Opinion of Counsel stating that:

(a) such amendment is authorized or permitted by this Agreement;

(b) the Company has all necessary corporate power and authority to execute and deliver the amendment and that the execution, delivery and performance of such amendment has been duly authorized by all necessary corporate action;

(c) the execution, delivery and performance of the amendment do not conflict with, or result in the breach of or constitute a default under any of the terms, conditions or provisions of (i) this Agreement, (ii) the Articles of Association of the Company (Statuen) or (iii) any law or regulation applicable to the Company;

(d) such amendment has been duly and validly executed and delivered by the Company, and this Agreement together with such amendment constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles.

SECTION 4.14. Effect of the Agreement. Nothing in this Agreement shall affect the legal rights of any holder of any Global Security or the obligations of the Company or the Trustee to such holder.

SECTION 4.15. No Recourse. No director, officer, employee, incorporator or shareholder of the Company shall have any liability for any obligations of the Company under the Certificated Depositary Interests, the Global Securities or this Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation, and each holder of or owner of a beneficial interest in a Certificated Depositary Interest or Global Security by accepting such interest waives and releases all such liability, which waiver and release are part of the consideration for issuance of the Global Securities and Certificated Depositary Interests.

[Signature page follows]

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IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as of the date first written above.

DELHAIZE GROUP SA/NV
by:	/s/ A. M. Silva Gonzalez
	Name:	A. M. Silva Gonzalez
	Title:	Vice President - Treasury
THE BANK OF NEW YORK MELLON, as CDI Depositary,
by:	/s/ Trevor Blewer
	Name:	Trevor Blewer
	Title:	Vice President

Deposit Agreement Signature Page

APPENDIX A

[FORM OF CDI]

CUSIP:

ISIN:

Common Code:

[REGULATION S][RULE 144A] CERTIFICATED DEPOSITARY INTERESTS

(Representing Global Securities eligible for resale pursuant to [Regulation S][Rule 144A] under

the U.S. Securities Act of 1933)

THE BANK OF NEW YORK MELLON

CERTIFICATED DEPOSITARY INTERESTS

REPRESENTING INTERESTS IN THE

5.70% SENIOR NOTES DUE 2040 OF

THE DELHAIZE GROUP SA/NV

(Incorporated under the laws of the Kingdom of Belgium)

The Bank of New York Mellon, as depositary (hereinafter called the “CDI Depositary”), hereby certifies that                                                  , or registered assigns IS THE OWNER OF                      in aggregate principal amount of Certificated Depositary Interests representing 100% of the 5.70% Senior Notes due 2040 in global bearer form eligible for resale pursuant to [Regulation S][Rule 144A] under the Securities Act of 1933, as amended (herein called the “Global Securities”) of Delhaize Group SA/NV, a société anonyme organized under the laws of the Kingdom of Belgium (herein called the “Company”). At the date hereof, this Certificated Depositary Interest represents Global Securities in an equal aggregate principal amount subject to the Deposit Agreement (as defined below) and held by the National Bank of Belgium (herein called the “Custodian”). The CDI Depositary’s Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at 48 Wall Street, New York, N.Y. 10286.

[THIS CERTIFICATED DEPOSITORY INTEREST HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED

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INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS CERTIFICATED DEPOSITORY INTEREST.]¹

[THIS CERTIFICATED DEPOSITORY INTEREST HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

THIS CERTIFICATED DEPOSITORY INTEREST IS A TEMPORARY CERTIFICATED DEPOSITORY INTEREST FOR PURPOSES OF REGULATION S UNDER THE U.S. SECURITIES ACT. NEITHER THIS CERTIFICATED DEPOSITORY INTEREST NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED ABOVE. NO BENEFICIAL OWNERS OF THIS TEMPORARY CERTIFICATED DEPOSITORY INTEREST SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL HEREOF OR INTEREST OR OTHER AMOUNTS HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED AND THIS CERTIFICATED DEPOSITORY INTEREST HAS BEEN EXCHANGED FOR A REGULATION S PERMANENT CERTIFICATED DEPOSITORY INTEREST PURSUANT TO THE TERMS OF THE INDENTURE REFERRED TO BELOW, ALTHOUGH INTEREST WILL CONTINUE TO ACCRUE. UNTIL SO EXCHANGED IN FULL, THIS REGULATION S CERTIFICATED DEPOSITORY INTEREST SHALL IN ALL OTHER RESPECTS BE ENTITLED TO THE SAME BENEFITS AS OTHER NOTES UNDER SAID INDENTURE.]²

[THIS CERTIFICATED DEPOSITORY INTEREST HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.]³

¹ In the case of Rule 144A CDIs.

² In the case of a Regulation S Temporary CDI.

³ In the case of a Regulation S Permanent CDI.

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1. THE DEPOSIT AGREEMENT.

This Certificated Depositary Interest (herein called a “CDI”) is one of an issue, all issued and to be issued or to be issued upon the terms and conditions set forth in the deposit agreement, dated as of October 8, 2010 (herein called the “Deposit Agreement”), by and among the Company, the CDI Depositary, and the owners from time to time of beneficial interests in any CDI (herein called the “Book-Entry Interests”) issued thereunder in respect of the Global Securities. The Deposit Agreement sets forth the rights of owners of Book-Entry Interests (herein called the “Owners”) and the rights and duties of the CDI Depositary in respect of the Securities deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Global Securities and held thereunder. Copies of the Deposit Agreement are on file at the CDI Depositary’s Corporate Trust Office in New York City.

The statements made in this CDI are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

2. DEPOSIT OF BOOK ENTRY INTERESTS IN THE GLOBAL SECURITIES: ISSUANCE OF CERTIFICATED DEPOSITARY INTERESTS.

The CDI Depositary, as a participant in Euroclear and/or Clearstream hereby agrees to accept 100% of the book-entry interests in the Global Securities for the benefit of the Depositary and shall act as CDI Depositary in accordance with the terms of the Deposit Agreement. The CDI Depositary shall issue Certificated Depositary Interests with respect to its book-entry interests in the Global Securities in accordance with the Letter of Representations.

3. BOOK-ENTRY SYSTEM.

(a) Upon acceptance by DTC of a Certificated Depositary Interest for entry into its book-entry settlement system in accordance with the terms of the Letter of Representations, Book-Entry Interests will be issued by DTC and traded through DTC’s book-entry system, and ownership of such Book-Entry Interests shall be shown in, and the transfer of such ownership shall be effected through, records maintained by DTC or its successors or DTC Participants. Book-Entry Interests shall be transferable only as units representing authorized denominations of the Securities and in the manner contemplated by the Indenture.

(b) The Certificated Depositary Interest shall be issuable only to DTC, or successors of DTC or their respective nominees. Except as provided in Section 2.05 of the Deposit Agreement, no owner of Book-Entry Interests shall be entitled to receive a Security in definitive form on account of such ownership, and such owner’s interest therein shall be shown only in accordance with the procedures of DTC as set forth in the Letter of Representations.

(c) Notwithstanding the foregoing, nothing herein shall prevent the Company, the CDI Depositary or any agent of the Company or the CDI Depositary from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its DTC Participants, the operation of customary practices of the Depositary

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governing the exercise of the rights of a holder of a beneficial interest in any Certificated Depositary Interest.

4. PROCEDURES IN THE EVENT OF A REGISTERED EXCHANGE OFFER.

Upon receipt by the CDI Depositary as holder of the book-entry interest in the Global Security of notice of either the commencement of a Registered Exchange Offer or the implementation of arrangements permitting the resale by the owners of the Book-Entry Interests pursuant to the registration provisions of the Securities Act, the CDI Depositary will forward to the Depositary materials relating to such Registered Exchange Offer or other arrangements with any additional instructions applicable to owners of Book-Entry Interests. In the case of a Registered Exchange Offer, upon notice by the Depositary of the principal amount of Book-Entry Interests in the Regulation S Global Note or the Rule 144A Global Note, as the case may be, tendered in response to the Registered Exchange Offer, the CDI Depositary shall (i) receive through Euroclear and/or Clearstream in exchange for that portion of the Global Security with respect to which Book-Entry Interests have been tendered and (to the extent such portions of the Global Security are accepted pursuant to the Registered Exchange Offer) 100% of the book-entry interests in a new Unrestricted Global Security (or an increase of an existing Unrestricted Global Security) and in like principal amount at maturity as the Book-Entry Interests tendered, (ii) to the extent the Unrestricted Global Security is new, issue to the Depositary a new Certificated Depositary Interest in the new Unrestricted Global Security, and (iii) record any changes in the principal amount at maturity of the Certificated Depositary Interests in each of its book-entry interests in the Regulation S Global Note, the Rule 144A Global Note and the Unrestricted Global Security, and notify the Depositary of any such changes. Book-Entry Interests in each Unrestricted Global Security shall be assigned a CUSIP number and/or Common Code number and ISIN, as applicable.

5. TRANSFER OF CERTIFICATED DEPOSITARY INTERESTS.

The Company appoints the CDI Depositary as its agent for the sole purpose of maintaining at the CDI Depositary’s Corporate Trust Office records in which the CDI Depositary shall (i) record DTC as the initial owner of the Certificated Depositary Interests, (ii) record the transfer of ownership of the Certificated Depositary Interests and (iii) record the increases and decreases in the principal amount at maturity represented by the Certificated Depositary Interests. Ownership of a Certificated Depositary Interest cannot be transferred unless such transfer is noted in the records of the CDI Depositary. The CDI Depositary shall not recognize any transfer or exchange of ownership of Certificated Depositary Interests that does not comply with the provisions of this section. Unless and until the Global Securities are exchanged in whole or in part for other securities of the Company or for Definitive Registered Securities, the Certificated Depositary Interests owned by DTC may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. This CDI has not been registered under the U.S. Securities and Exchange Act of 1933, as amended, and may not be offered, sold, pledged or otherwise transferred, except in accordance with the restrictions set forth on pages 1 and 2 of this CDI. The CDI Depositary shall treat the Person in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary as the owner

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thereof for all purposes whatsoever and shall not be bound or affected by any notice to the contrary, other than an order of a court having jurisdiction over the CDI Depositary.

The foregoing paragraph shall not (i) impose an obligation on the CDI Depositary to record the interests in or transfers of Book-Entry Interests held by DTC Participants, or Persons that may hold Book-Entry Interests through DTC Participants or (ii) restrict transfers of such Book-Entry Interests held by DTC Participants or such Persons.

In connection with the CDI Depositary’s appointment as the Company’s agent under this section, the Company shall have such rights and obligations as regards removal of the CDI Depositary and appointment of a successor as are specified in Section 3.07 of the Deposit Agreement.

6. TRANSFER OF INTERESTS IN THE GLOBAL SECURITIES.

The CDI Depositary shall not transfer or lend any interest in the Global Securities except (i) the transfer and exchange of a Global Security pursuant to Section 2.07 of the Indenture, (ii) the replacement of a Global Security pursuant to Section 2.08 of the Indenture, (iii) upon delivery of a Global Security for cancellation pursuant to Section 2.11 of the Indenture and (iv) the transfer of any interest in a Global Security to a successor CDI Depositary appointed in accordance with Section 3.06 of the Deposit Agreement.

If:

(i) the Custodian ceases to operate the X/N System and no successor-operator has been appointed within 120 days after the date on which the Custodian gives notice of such fact to the Company and the Domiciliary Agent,

(ii) both Euroclear and Clearstream notify the Company or the CDI Depositary that they are unwilling or unable to continue to act as a clearing agent and no successor-clearing agent has been appointed within 15 days after the date on which notice of such fact is given,

(iii) if, as a result of any amendment to, or change in, the laws or regulations of Belgium, another Member State (as defined in Section 1.01 of the Indenture) or the United States (or any political sub-division of any of the foregoing) or of any authority therein or thereof having power to tax or in the interpretation, by a revenue authority or a court, or administration of such laws or regulations, which become effective after the Closing Date, the Company reasonably concludes that continuing to settle the Securities through the X/N System would require it to make a deduction or withholding from any payment in respect of the Securities, which deduction or withholding would not then be required in respect of Definitive Registered Securities,

(iv) DTC notifies the Company or the CDI Depositary it is unwilling or unable to continue as depositary with respect to the Certificated Depositary Interests or if at any time it is unable to or ceases to be a clearing agency registered under the Exchange Act and, in either case, no successor-depositary registered as a clearing agency under the

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Exchange Act is appointed by the CDI Depositary at the Company’s request within 15 days after the date on which notice of such fact is given, or

(v) the CDI Depositary notifies the Company in writing under Section 3.06 of the Deposit Agreement that it is unwilling or unable to continue as CDI Depositary and no successor CDI Depositary has been appointed by the Company within 15 days after the date on which notice of such fact is given,

then the CDI Depositary shall upon written direction from the Domiciliary Agent notify the Depositary that interests in the corresponding Global Security in the form of Book-Entry Interests will be exchanged in whole for Definitive Registered Securities pursuant to Section 2.07 of the Indenture. Definitive Registered Securities shall be registered by the Company in such names and amounts as the Depositary shall specify upon cancellation of the corresponding Global Security, Certificated Depositary Interest and all Book-Entry Interests with respect thereto. The CDI Depositary agrees to take all such actions as are reasonable with respect to its interests in the corresponding Global Security held through Euroclear and/or Clearstream to give effect to the exchange of interests in the corresponding Global Security in the form of Definitive Registered Securities.

Delivery of Definitive Registered Securities pursuant to this section and any certificate delivered in respect thereof shall be made free of any fees of the CDI Depositary to the Depositary or Beneficial Owner with respect thereto.

7. PAYMENT IN RESPECT OF A CERTIFICATED DEPOSITARY INTEREST AND GLOBAL SECURITIES.

(a) Whenever the CDI Depositary shall receive any payment on a Global Security, including any payments of additional interest pursuant to Section 5 of the Registration Rights Agreement or Additional Amounts, the amount so received shall be distributed promptly to the Depositary on the corresponding payment date for such Global Security. So long as DTC is the Depositary, such payments shall be made in accordance with the Letter of Representations.

(b) The CDI Depositary shall forward to the Trustee, the Company and their respective agents, as the case may be, such information from its records as the Company may reasonably request to enable the Company or its agents to file necessary reports with governmental agencies, and the CDI Depositary, the Company and the Trustee or their agents may (but shall not be required to) file any such reports necessary to obtain benefits under any applicable tax treaties for the Depositary or Beneficial Owners of Book-Entry Interests.

(c) None of the Company, the Trustee, the Paying Agent, the Custodian, Euroclear, Clearstream, the CDI Depositary or any of their respective agents will have any responsibility or liability for any aspect of the records relating to payments made by the Depositary (or its direct or indirect participants) on account of Book-Entry Interests or for maintaining, supervising or reviewing any records relating to such Book-Entry Interests.

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(d) Notwithstanding any other provision of the Deposit Agreement, the CDI Depositary shall be required to pay to the Depositary only amounts (including Additional Amounts) received by the CDI Depositary with respect to the Global Securities.

8. REDEMPTION OF SECURITIES AND BOOK-ENTRY INTERESTS.

In the event that the Company redeems all or any part of a Global Security pursuant to the Indenture and the terms of the Securities, the CDI Depositary shall promptly notify the Depositary of the principal amount redeemed and of the corresponding reduction of the same principal amount of the corresponding Certificated Depositary Interest. The CDI Depositary shall pay all such amounts received by it in connection with such redemption to the Depositary.

9. RECORD DATE.

Whenever (i) any payment is to be made in respect of a Global Security, (ii) the CDI Depositary shall receive notice of any action to be taken by the holder of a Global Security or (iii) whenever the Company deems it appropriate in respect of any other matter, the CDI Depositary may, but shall not be obligated to (except in the case of (ii)) fix a record date (the “Record Date”) (in the case of payments only, 14 days prior to the due date for such payment) for the determination of the principal amount represented by the Certificated Depositary Interests representing interests in such Global Security and the holders of such Certificated Depositary Interests who shall be entitled to receive payment in respect thereof, to take any such action or to act in respect of any such matter, which record date, if any, shall be the same date as that fixed with respect to the corresponding holder of a Global Security or holders, if any, of corresponding Definitive Registered Securities under the Indenture. Subject to the provisions of the Deposit Agreement, only the Depositary in whose name a Certificated Depositary Interest is recorded in the records of the CDI Depositary at the close of business on such record date shall be entitled to receive any such payment, to give instructions as to such action or to act in respect of any such matter.

10. ACTION IN RESPECT OF A CERTIFICATED DEPOSITARY INTEREST.

Promptly after receipt by the CDI Depositary of notice of any solicitation of consents or request for a waiver or other action (to be taken at a Meeting or otherwise) by the holder of a Global Security or holders of interests therein under the Indenture or by the CDI Depositary under the Deposit Agreement, the CDI Depositary shall mail to the Depositary a notice containing (i) such information as is contained in the notice received, (ii) a statement that the Depositary at the close of business on a specified record date (established in accordance with Section 2.08 of the Deposit Agreement) will be entitled, subject to the provisions of or governing such Certificated Depositary Interest or Global Security, as the case may be, to instruct the CDI Depositary as to the consent, waiver or other action (to be taken at a Meeting or otherwise), if any, pertaining to the Global Securities, the Deposit Agreement or the Indenture and (iii) a statement as to the manner in which such instructions may be given. Upon the written request of the Depositary received on or before the date established by the CDI Depositary for such purpose, but in no event later than the close of business (Belgian time) three Business Days preceding the date set for any action to be taken by the holders of the Global Securities or interests therein, the CDI Depositary shall endeavor insofar as practicable and permitted under

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the provisions of the Deposit Agreement or the Indenture, as the case may be, to obtain a Voting Certificate and a Proxy in the manner set forth in Appendix B to the Indenture (to the extent it is regarded as the holder of all or a portion of the Global Securities for the purpose of any such Meeting) and to take such action regarding the requested consent, waiver offer, or other action (to be taken at a Meeting or otherwise) in respect of all or only a portion of the principal amount at maturity of such Certificated Depositary Interest representing corresponding interests in the Global Security with respect to which instructions in accordance with any instructions set forth in such request have been received. In addition, the CDI Depositary will forward to the Depositary, or, based upon instructions received from the Depositary, to owners of Book-Entry Interests, all materials received by the CDI Depositary pertaining to any such solicitation, request or other action. The CDI Depositary agrees that the Depositary may grant proxies, sub-proxies or otherwise authorize DTC Participants (or Persons owning Book-Entry Interests through such DTC Participants) to provide such instructions to the CDI Depositary so that it may exercise any rights of a holder or take any other action which a holder is entitled to take under the Indenture. The CDI Depositary shall not itself exercise any discretion in the granting of consents or waivers or the taking of any other action in respect of a Global Security. Without prejudice to Section 2.06(c) of the Deposit Agreement, the records of the Depositary shall, absent manifest error, be conclusive evidence of the owners of the Book-Entry Interests and the principal amount at maturity represented by such Book-Entry Interests.

11. OFFER TO PURCHASE SECURITIES AND BOOK-ENTRY INTERESTS.

Upon receipt by the CDI Depositary as holder of the book-entry interest in the Global Securities of notice of an offer to purchase Securities pursuant to Section 3.01 or 4.03 of the Indenture, the CDI Depositary shall forward such notice to the Depositary with any additional instructions applicable to owners of Book-Entry Interests. Upon notice by the Depositary of the principal amount of such Book-Entry Interests tendered for purchase in response to such offer to purchase, such CDI Depositary will instruct the Custodian (through Euroclear and/or Clearstream) to surrender the applicable Global Security in accordance with the instructions set forth in such offer to purchase indicating the portion of the principal amount of such Global Security that is being tendered for purchase pursuant to the offer to purchase. Upon receipt of any payment resulting from an offer to purchase, the CDI Depositary shall pay any amounts received to the Depositary, indicate the principal amount of such Global Security reduced by the Trustee in connection with such offer to purchase, and notify the Depositary of a corresponding reduction in the principal amount of the applicable Certificated Depositary Interest.

12. TRANSFER AND TRANSFER RESTRICTIONS.

(a) If the owner of a Book-Entry Interest in a Certificated Depositary Interest related to one Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Book-Entry Interest in a Certificated Depositary Interest relating to a second Global Security, then, to the extent permitted by any applicable regulation, upon (A) receipt by the CDI Depositary of an order given by the Depositary or its authorized representative directing that a Book-Entry Interest relating to the second Global Security be increased by a specified principal amount and the Book-Entry Interest relating to the first Global Security be decreased in an equal principal amount and (B) delivery to the CDI Depository of any applicable certificates or other documents referred to in Section 2.11(b) of the Deposit

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Agreement, such CDI Depositary shall (i) promptly instruct Euroclear and/or Clearstream, as applicable, to instruct the Custodian to deliver the applicable Global Securities to the Domiciliary Agent and request that the Domiciliary Agent endorse Schedule A to such Global Securities to reflect the reduction in principal amount of the first Global Security and the corresponding increase in the second Global Security resulting from such transfer and (ii) notify the Depositary of the corresponding adjustments in the principal amounts of the Certificated Depositary Interests. The Depositary shall make such adjustments in accordance with the provisions of Section 2.04 of the Deposit Agreement.

(b) The Indenture sets forth certain transfer restrictions and certification requirements relating to exchanges or transfers between holders of the Global Securities and/or Definitive Registered Securities. Owners of Book-Entry Interests acknowledge that analogous transfer restrictions and certification shall apply to transfers and exchanges described in this section. Accordingly, in the circumstances where a certificate or other documentation specified in the Indenture is required to be delivered to the Trustee in connection with any transfer or exchange involving a Global Security, such certificate or document shall be delivered to the CDI Depositary in connection with any analogous transfer or exchange involving Book-Entry Interest in such Global Security.

(c) The parties hereto acknowledge that pursuant to arrangements with the Depositary, during the Restricted Period, any trades in Book-Entry Interests relating to a Regulation S Global Note will only occur in or through accounts maintained at DTC by Euroclear and Clearstream.

Each owner of Book-Entry Interests relating to a Rule 144A Global Note understands that such Book-Entry Interests have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred by such owner except (a)(i) to a Person who such owner reasonably believes is a qualified institutional buyer that purchases for its own account or the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act, (ii) in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulations S under the Securities Act, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (iv) pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

13. CHANGES AFFECTING A GLOBAL SECURITY.

Upon any reclassification of Securities or upon any recapitalization, reorganization, merger, assumption or consolidation or sale of assets affecting the Company or to which the Company is a party, any interests in securities that shall be received by the CDI Depositary in exchange for or in respect of the relevant Global Security shall be treated as an interest in a new Global Security or as part of such Global Security under the Deposit Agreement and any corresponding Certificated Depositary Interest shall thenceforth represent such Global Security, including such new securities so received.

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14. REPORTS.

The CDI Depositary shall promptly send to the Depositary a copy of any notices, reports and other communications received relating to the Company or any Securities that are received by the CDI Depositary as holder of the book-entry interests in a Global Security.

15. INFORMATION REGARDING BELGIAN LAW.

The CDI Depositary shall inform DTC that for the Securities to be admitted in an exempt account in the X/N System (and for their holders to benefit from the related exemption to Belgian withholding tax) DTC should ensure that it does not hold any Certificated Depository Interest on behalf of any investor, such as a Belgian person, who does not qualify as an “Eligible Investor” for the purposes of article 4 of the Royal Decree of 26 May 1994.

“Eligible Investors,” as defined in article 4 of the Royal Decree of 26 May 1994, include, inter alia: (1) Belgian resident companies subject to corporate income tax within the meaning of Article 2,§1, 5°b of the Income Tax Code 1992 (“ITC 1992”); (2) without prejudice to Article 262, 1° and 5° of ITC 1992, Belgian insurance or pension undertakings within the meaning of Article 2, §3 of the Law of July 9, 1975 on supervision of insurance companies (other than those referred in points 1° and 3° of said Article); (3) State-linked social security organizations and institutions assimilated therewith within the meaning of Article 105, 2° of the Royal Decree of August 27, 1993 implementing ITC 1992; (4) non-residents of Belgium within the meaning of Article 105, 5° of said Royal Decree of August 27, 1993; (5) mutual funds within the meaning of Article 115 of said Royal Decree of August 27, 1993; (6) companies, entities or partnerships within the meaning of Article 227, 2° of ITC 1992 which are subject to non-resident income tax in Belgium in accordance with Article 233 of ITC 1992 and whose Securities are held as part of a taxable business activity in Belgium; (7) the Belgian State, with respect to its investments exempted from withholding tax in accordance with Article 265 of ITC 1992; (8) mutual funds organized under foreign law which are structured as an undivided estate managed by a management company on behalf of certificate holders, provided that their certificates are not publicly offered or otherwise marketed in Belgium; and (9) Belgian resident companies not referred to in point 1 above whose sole or principal activity consists in granting credits or loans.

16. ADDITIONAL AMOUNTS.

At least 30 days prior to the date the payment of Additional Amounts would be required to be made pursuant to Section 4.07 of the Indenture (unless the obligation to make such payment arises after the 30^th day prior to that payment date, in which case the Company shall furnish the proceeding certificate promptly thereafter), the Company will furnish the CDI Depositary with an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The CDI Depositary shall have no responsibility for determining whether the Depositary or any owner of a Book-Entry Interest is entitled to the payment of Additional Amounts, but shall be entitled to rely conclusively for this purpose on the Officers’ Certificate or on certifications from the Depositary. The Company shall, prior to the time on which the CDI Depositary is required to make such payment, pay to the CDI Depositary amounts equal to any Additional Amounts payable on such date by the CDI Depositary under the Deposit Agreement.

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Notwithstanding anything to the contrary provided above, the CDI Depositary shall pay or cause to be paid Additional Amounts only out of funds that shall be received by it for that purpose.

17. NATIONAL BANK OF BELGIUM.

Each of the CDI Depositary and the Company agree to recognize the National Bank of Belgium as the Custodian of the Global Securities.

18. CERTAIN DUTIES AND RESPONSIBILITY.

The CDI Depositary agrees to perform such duties as are specifically set forth in the Deposit Agreement. The CDI Depositary may perform or execute any of its duties or powers hereunder directly or, with prior written approval of the Company (which shall not be unreasonably withheld or delayed), through its agents and shall not be responsible for any willful misconduct or negligence of any agent appointed with due care and approved hereunder, which agent shall be responsible to the Company for its willful misconduct or negligence.

(a) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to the Depositary with respect to any Certificated Depositary Interest or any holder of Book-Entry Interests or any other Person hereunder or in connection herewith if, by reason of any circumstances beyond the control of the CDI Depositary, including acts of God, war and government action, including any laws, ordinances, regulations or the like which restrict or prohibit the CDI Depositary from doing or performing any act or thing that the terms of the Deposit Agreement provide shall be done or performed.

(b) The CDI Depositary shall not be liable for any act or omission to act, any action taken or omitted to be taken under the Deposit Agreement other than by reason of its own bad faith, willful misconduct or negligence in the performance of its obligations under the Deposit Agreement and in no event shall the CDI Depositary be liable to anyone for special, indirect or consequential damages or lost profits, arising in connection with the Deposit Agreement. In the absence of bad faith on its part, the CDI Depositary may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any written notice, request, direction, certificate, opinion or other document furnished to the CDI Depositary and conforming to the requirements of the Deposit Agreement, but in the case of any such written notice, request, direction, certificate, opinion or other document that by any provision hereof are required to be furnished to the CDI Depositary, the CDI Depositary shall be under a duty to examine the same to determine whether or not they conform to the requirements of the Deposit Agreement.

(c) The CDI Depositary assumes no obligation nor shall it be subject to any liability under the Deposit Agreement to any Depositary or any owner of Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Securities), other than that it agrees to use its good faith and reasonable care in the performance of its obligations under the Deposit Agreement.

(d) The CDI Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Securities, the performance and observance by the

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Company of its obligations under the Global Securities or the recoverability of any sum of interest or principal due or to become due from the Company in respect of the Global Securities.

(e) The CDI Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Company.

(f) The CDI Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Global Security or in respect of the Certificated Depositary Interests, or take any other action or omit to take any action under the Deposit Agreement, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses and liability be furnished as often as may be required.

(g) The CDI Depositary shall not be liable for any acts or omissions made by a successor CDI Depositary whether in connection with a previous act or omission of the CDI Depositary or in connection with a matter arising wholly after the removal or resignation of the CDI Depositary, unless such act or omissions of such successor CDI Depositary result from the bad faith, willful misconduct or negligence of the CDI Depositary.

(h) The CDI Depositary may own and deal in any class of securities of the Company and its Affiliates and in the Securities and Book-Entry Interests. The CDI Depositary may enter into other dealings with the Company or any of its Affiliates of any nature whatsoever.

(i) The CDI Depositary may conclusively rely on and shall be protected in acting upon written instructions from any authorized Director of the Company.

(j) The CDI Depositary 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 with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

19. NOT RESPONSIBLE FOR OFFERING MATERIALS OR ISSUANCE OF SECURITIES.

The CDI Depositary does not make any representations as to the validity or sufficiency of any offering materials. The CDI Depositary shall not be accountable for the use or application by the Company of the proceeds of the Securities.

20. MONEY HELD IN TRUST.

Money held by the CDI Depositary in trust hereunder shall be segregated from other funds held by the CDI Depositary as required by law applicable laws or regulations. The CDI Depositary shall be under no obligation to invest or pay interest on any money received by it hereunder, except as otherwise agreed in writing with the Company.

21. COMPENSATION AND REIMBURSEMENT.

The Company agrees:

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(a) to pay to the CDI Depositary from time to time such compensation as agreed between them in writing for all services rendered by it hereunder;

(b) except as otherwise expressly provided herein, to reimburse the CDI Depositary upon its request for all reasonable expenses, disbursements and advances incurred or made by the CDI Depositary in accordance with any provision of the Deposit Agreement (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, willful misconduct or bad faith; and

(c) to indemnify the CDI Depositary and its Affiliates, employees and directors for, and to hold them harmless against, any and all loss, liability, claim, damage or expense incurred without negligence, willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the Deposit Agreement and its duties hereunder, including the reasonable costs and expenses of defending themselves against or investigating any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.

The CDI Depositary shall notify the Company in writing of the commencement of any action or lien in respect of which indemnification may be sought promptly after the CDI Depositary becomes aware of such commencement (provided that the failure to make such notification shall not affect the CDI Depositary’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to the CDI Depositary; provided that the CDI Depositary may employ, at the Company’s expense, separate counsel if the CDI Depositary shall have reasonably concluded, upon advice of counsel, that there may be legal defenses available to it that are different from or in addition to those available to the Company; provided, however, that it is understood that the Company shall not, under any circumstances, be liable for the reasonable fees and expenses, as incurred, of more than one counsel at any one time to the CDI Depositary (except in the case where local counsel may also be required). The CDI Depositary shall not compromise or settle any such action or claim without the written consent of the Company, which consent shall not be unreasonably withheld.

The obligations of the Company under this section to compensate and indemnify the CDI Depositary and any predecessor CDI Depositary and to pay or reimburse the CDI Depositary and any predecessor CDI Depositary for expenses, including reasonable attorney’s fees, disbursements and advances, shall survive the repayment of any Security, resignation or removal of the CDI Depositary and satisfaction, discharge or other termination of the Deposit Agreement.

The CDI Depositary shall not be responsible for (i) taxes and other governmental charges (except for liabilities for failure to backup withhold under relevant U.S. tax law) or (ii) such registration fees as may be in effect for the registration from time to time of transfers of interests in the Certificated Depositary Interests.

22. CDI DEPOSITARY REQUIRED; ELIGIBILITY.

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At all times when there is a CDI Depositary hereunder, such CDI Depositary shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, having, together with its parent, a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal, State or District of Columbia authority, willing to act on reasonable terms. Such corporation shall have its principal place of business in the Borough of Manhattan, The City of New York, if there be such a corporation in such location willing to act upon reasonable and customary terms and conditions. If such corporation, or its parent, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The CDI Depositary and the Company shall have executed a Letter of Representations to DTC acceptable in form and substance to DTC and the Company pertaining to the Certificated Depositary Interests. The CDI Depositary hereunder shall at all times be the Trustee under the Indenture, subject to receipt of an Opinion of Counsel that the same Person is precluded by law from acting in such capacities. If at any time the CDI Depositary 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 Article 3 of the Deposit Agreement.

23. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(a) No resignation or removal of the CDI Depositary and, in the case of (i) below no appointment of a successor CDI Depositary pursuant to Article 3 of the Deposit Agreement shall become effective until (i) the acceptance of appointment by the successor CDI Depositary in accordance with the applicable requirements of Section 3.08 of the Deposit Agreement or (ii) the exchange of Definitive Registered Securities with respect to all outstanding Securities in accordance with Section 2.04 of the Deposit Agreement.

(b) The CDI Depositary may resign by giving written notice thereof to the Company and the Depositary, in accordance with Section 4.01 and Section 4.02 of the Deposit Agreement, not less than 60 days prior to the effective date of such resignation. The CDI Depositary may be removed at any time upon not less than 90 days’ notice by the filing with it and the Trustee of an instrument in writing signed on behalf of the Company and specifying such removal and the date when it is intended to become effective.

(c) Notwithstanding the provisions of clauses (a) and (b) of this section, if at any time:

(i) the CDI Depositary shall cease to be eligible under Section 3.05 of the Deposit Agreement and shall fail to resign after written request therefore by the Company or by the Depositary, or

(ii) the CDI Depositary shall become incapable of acting with respect to any Certificated Depositary Interest or shall be adjudged a bankrupt or insolvent, or a receiver or liquidator of the CDI Depositary or of its property shall be appointed or any public officer shall take charge or control of the CDI Depositary or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

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then, in any such case, (i) the Company may immediately remove the CDI Depositary and appoint a successor CDI Depositary or (ii) the Depositary or CDI Depositary may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the CDI Depositary and the appointment of a successor CDI Depositary unless all Global Securities with respect to all outstanding Securities have been exchanged for Definitive Registered Securities in accordance with the Indenture. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the CDI Depositary and appoint a successor CDI Depositary.

(d) If the CDI Depositary shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of CDI Depositary for any cause, the Company shall promptly appoint a successor CDI Depositary (other than the Company) and shall comply with the applicable requirements of Section 3.07 of the Deposit Agreement. If no successor CDI Depositary with respect to the Securities shall have been so appointed by the Company and accepted appointment in the manner required by Section 3.07 of the Deposit Agreement, the Depositary or CDI Depositary may, on behalf of itself and all others similarly situated, at the expense of the Company, petition any court of competent jurisdiction for the appointment of a successor CDI Depositary unless Definitive Registered Securities have been issued with respect to all outstanding Securities in accordance with the Indenture.

(e) The Company shall give, or shall cause such successor CDI Depositary to give, notice of each resignation and each removal of a CDI Depositary and each appointment of a successor CDI Depositary to the Depositary in accordance with Section 4.02 of the Deposit Agreement. Each notice shall include the name of the successor CDI Depositary and the address of its Corporate Trust Office.

24. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

(a) In case of the appointment hereunder of a successor CDI Depositary, every such successor CDI Depositary so appointed shall execute, acknowledge and deliver to the Company and to the retiring CDI Depositary an instrument accepting such appointment, and thereupon the resignation or removal of the retiring CDI Depositary shall become effective and such successor CDI Depositary, without any further act, deed or conveyance shall become vested with all the rights, powers, agencies and duties of the retiring CDI Depositary, with like effect as if originally named as CDI Depositary hereunder; provided, however, on the request of the Company or the successor CDI Depositary, such retiring CDI Depositary shall, upon payment of all amounts due and payable to it pursuant to Section 3.04 of the Deposit Agreement, execute and deliver an instrument transferring to such successor CDI Depositary all the rights and powers of the retiring CDI Depositary and shall duly assign, transfer and deliver to such successor CDI Depositary all property, records and money held by such retiring CDI Depositary hereunder and shall deliver each Global Security to the successor.

(b) Upon request of any such successor CDI Depositary, the Company shall execute any and all instruments necessary for more fully and certainly vesting in and confirming to such successor CDI Depositary all such rights, powers and agencies referred to in paragraph (a) of this section.

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(c) No successor CDI Depositary shall accept its appointment unless at the time of such acceptance such successor CDI Depositary shall be eligible under Article 3 of the Deposit Agreement.

(d) Upon acceptance of appointment by any successor CDI Depositary as provided in this section, the Company shall give notice thereof to the Depositary in accordance with Section 4.02 of the Deposit Agreement. If the acceptance of appointment is substantially contemporaneous with the resignation of the CDI Depositary, the notice called for by the preceding sentence may be combined with the notice called for by Section 3.06 of the Deposit Agreement. If the Company fails to give such notice within 15 days after acceptance of appointment by the successor CDI Depositary, the successor CDI Depositary shall promptly cause such notice to be given at the expense of the Company.

25. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

Any corporation into which the CDI Depositary 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 CDI Depositary shall be a party, or any corporation succeeding to all or substantially all the corporate trust or agency business of the CDI Depositary, shall be the successor of the CDI Depositary hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such corporation shall be otherwise eligible under Article 3 of the Deposit Agreement. Written notice of any merger, conversion, consolidation or sale shall promptly be given to the Company and the Depositary.

IN WITNESS WHEREOF the undersigned has executed and delivered this Certificated Depositary Interest as of the date first written above.

THE BANK OF NEW YORK MELLON, as CDI Depositary,
by:
	Name:
	Title:

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EX-4.6

Exhibit 4.6

Execution version

DELHAIZE GROUP SA/NV

as Issuer

ING BELGIUM SA/NV

as Domiciliary Agent

THE BANK OF NEW YORK MELLON

as Trustee

DOMICILIARY AGENCY

AGREEMENT

dated as of October 8, 2010

relating to

5.70% Senior Notes due 2040

BETWEEN:

(1) DELHAIZE GROUP SA/NV, at its specified office at Square Marie Curie 40, 1070 Brussels, Belgium (the “Issuer”);

(2) ING BELGIUM SA/NV at its specified office at avenue Marnix 24, 1000 Brussels, Belgium, as agent (the “Domiciliary Agent”); and

(3) THE BANK OF NEW YORK MELLON at its specified office at 101 Barclay Street, New York, NY 10286 (the “Trustee”).

WHEREAS:

(A) The Issuer proposes to issue 5.70% senior notes due 2040 (the “Notes”) on or about October 8, 2010 (the “Issue Date”) pursuant to an exchange offer for certain existing debt securities of Delhaize America, LLC.

(B) Notes shall initially be offered and issued in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) in the form of one or more 144A Global Notes and in certain transactions in reliance on Regulation S under the U.S. Securities Act in the form of one or more Regulation S Global Notes (together, the “Global Notes”).

(C) The Notes will be issued under and governed by the terms of an Indenture by and between the Issuer and the Trustee dated October 8, 2010 (as amended, supplemented and/or restated from time to time, the “Indenture”).

(D) The Issuer may exchange the Global Notes for definitive registered notes (the “Definitive Registered Notes”) after the Issue Date under certain circumstances as described in the Indenture.

1. INTERPRETATION

1.1 Definitions

“Certificate” means a certificate that evidences the registration of a Definitive Registered Note in the name of a Holder in the Register.

“Clearing Agreement” means the agreement dated October 8, 2010 by and among the Issuer, the Domiciliary Agent and the NBB.

“Clearing Regulations” means the regulations of the X/N System, as amended from time to time.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

1.2 Headings

Headings shall be ignored in construing this Agreement.

1.3 Statutory Modifications

All references in this Agreement to the provisions of any statute shall be deemed to be references to that statute as from time to time modified, extended, amended or re-enacted or to any statutory instrument, order or regulation made thereunder or under such re-enactment.

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1.4 Variations

All references in this Agreement to an agreement, instrument or other document (including, without limitation, this Agreement and the Notes) shall be construed as a reference to that agreement, instrument or document as the same may be amended, modified, varied, restated or supplemented from time to time.

1.5 Alternative Clearing System

All references in this Agreement to the X/N System and/or Euroclear shall, wherever the context so permits, be deemed to include reference to any additional or alternative clearing system approved by NBB, the Issuer, the Domiciliary Agent and the Trustee.

1.6 Principal or Interest

References in this Agreement to the principal or interest in respect of any Global Note or Definitive Registered Note, as the case may be, shall be construed in accordance with the relevant provisions of the Indenture.

1.7 Clauses and Schedules

Any reference in this Agreement to a Clause or to a Schedule is, unless otherwise stated, to a clause hereof or to a schedule hereto.

2. X/N SYSTEM AND/OR EUROCLEAR PROCEDURES APPLICABLE

Transfers of Book-Entry Interests in the Global Notes that are held by Participants through Euroclear will be subject to the laws and regulations applicable from time to time to Euroclear.

3. APPOINTMENT OF DOMICILIARY AGENT

3.1 Domiciliary Agent

The Domiciliary Agent is hereby appointed, and the Domiciliary Agent hereby agrees to act, (i) as domiciliary agent in respect of the Global Notes to perform the duties of domiciliataire of the Issuer under the Clearing Agreement and (ii) as agent of the Issuer in respect of the Global Notes and the Definitive Registered Notes, as the case may be, in accordance with the terms of this Agreement and the relevant provisions of the Indenture, for the purpose of performing those obligations and duties imposed upon the Domiciliary Agent by this Agreement and the Indenture.

The Domiciliary Agent will not act as paying agent for the Global Notes.

3.2 Additional Duties

The Domiciliary Agent shall perform such duties as are set out in this Agreement together with such additional duties as are set out with respect to the Domiciliary Agent in the Indenture. No obligations or duties of the Domiciliary Agent which are not expressly stated herein or in the Indenture shall be implied.

3.3 Representation and Warranty of the Domiciliary Agent

The Domiciliary Agent hereby represents and warrants to the Issuer that it is qualified to act in its respective capacities under the provisions of this Agreement, the Indenture and under applicable law.

3.4 Domiciliary Agent to Act for Trustee

At any time after a Default or an Event of Default shall have occurred and shall be continuing or the Global Notes or Definitive Registered Notes, as the case may be, shall otherwise have become due and

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repayable or the Trustee shall have received any money which it proposes to pay under Section 6.10 of the Indenture to the Holders, the Trustee may:

(a) by notice in writing to the Issuer and the Domiciliary Agent, require the Domiciliary Agent (if other than the Issuer or a Subsidiary of the Issuer) pursuant to this Agreement:

(i) to hold all Global Notes or Certificates, as the case may be, documents and records held by them in respect of the Global Notes or Definitive Registered Notes, as the case may be, on behalf of the Trustee; or

(ii) to deliver up all documents and records held by it in respect of the Global Notes or Definitive Registered Notes, as the case may be, to the Trustee or as the Trustee shall direct in such notice; provided that such notice shall be deemed not to apply to any documents or records which the Domiciliary Agent is obliged not to release by any applicable law or regulation; and

(b) by notice in writing to the Issuer, require the Issuer to make all subsequent payments in respect of the Global Notes or Definitive Registered Notes, as the case may be, to or to the order of the Trustee in accordance with Section 2.05 of the Indenture.

3.5 Notices of Change of Trustee or Domiciliary Agent

The Issuer shall forthwith give notice to the Domiciliary Agent of any change in the Person or Persons appointed as Trustee and shall forthwith give notice to the Trustee of any change in the Person or Persons appointed as Domiciliary Agent.

4. TRANSFER AND EXCHANGE OF GLOBAL NOTES

4.1 The Global Notes

Upon execution and issuance by the Issuer of any Global Notes and authentication of such Global Notes by the Trustee in accordance with Section 2.03 of the Indenture, the Trustee or its agent will cause the Global Notes to be delivered to and held by the NBB. Upon receipt of the Global Notes, the Domiciliary Agent will cause the NBB to verify the receipt thereof in writing to the Domiciliary Agent who will immediately deliver a copy of the same to the Issuer and the Trustee.

4.2 The Definitive Registered Notes

In connection with any transfer or exchange under Section 2.07 and Appendix A of the Indenture, the Issuer hereby authorizes and instructs the Trustee to complete (as indicated by the Domiciliary Agent or as initialled by the Trustee itself) any Certificates delivered to the Trustee for execution by the Issuer pursuant to this Clause 4.2, in each case if and as required under Belgian law or the terms of the Indenture, and to send any such completed Certificates to the Issuer for execution, if required for their issuance under Belgian law and the terms of the Indenture. Upon any such execution by the Issuer of the Certificates, or otherwise upon their delivery to the Trustee, the Trustee shall authenticate (in accordance with the provisions of the Indenture) any new Certificate if required to be so authenticated under Belgian law or the terms of the Indenture and shall, upon entry of such Holder in the Register as specified below, deliver a Certificate to the Holder entitled thereto. The Issuer or an agent appointed by the Issuer for such purpose shall register the Holder of such Certificates in the Register in such name or names given to it by the relevant person as set out in Appendix A to the Indenture, and the Issuer or such agent shall promptly notify the Domiciliary Agent that it has done so. The Issuer shall also arrange for such Global Notes and any documents evidencing the exchange of the Definitive Registered Notes or specifying their terms that are required to enable the Domiciliary Agent and/or the Trustee to perform their obligations under this Agreement and the relevant provisions of the Indenture to be made available to the Trustee and/or the Domiciliary Agent from time to time and in accordance with the provisions of the Clearing Agreement.

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5. DUTIES OF THE DOMICILIARY AGENT

5.1 Administrative Duties

If and to the extent specified by the Indenture and the terms of this Agreement, the Domiciliary Agent will:

(a) receive and process requests for the transfer, exchange, redemption and repurchase of interests in the Global Notes or Definitive Registered Notes, as the case may be, and assist in the exchange of the Global Notes for Definitive Registered Notes and any revised “Schedule of Increases or Decreases in Global Note” in respect of the Global Notes, in each case, in accordance with the terms and conditions of this Agreement and the Indenture, including, without limitation, the restrictions on transfer and exchange set forth in Section 2.07 and Appendix A thereof; and

(b) carry out such other acts as may be necessary to give effect to the Indenture and the other provisions of this Agreement.

5.2 Transfer, Exchange and Redemption

(a) Transfers, exchanges and redemption by the Issuer or any Holder of interests in the Global Notes, the issue of a new “Schedule of Increases or Decreases in Global Note” attached to any Global Note and registration of transfers and exchanges of interests in Definitive Registered Notes shall, in each case, be made pursuant to Section 2.07 and Appendix A of the Indenture.

(b) To the extent permitted under the Indenture, the Issuer, or an agent appointed by the Issuer for such purpose, will receive requests for the transfer of interests in Definitive Registered Notes into interests in any Global Note, and instruct the Issuer, or the agent appointed by the Issuer for such purpose, to make the necessary entries in the Register and instruct the Domiciliary Agent to issue a new “Schedule of Increases or Decreases in Global Note” attached to the relevant Global Note in accordance with the terms and conditions of this Agreement (including, without limitation, those set forth in Clause 5.2 (a), above).

(c) The Domiciliary Agent will receive requests for the transfer and/or exchange of interests in any Global Note into interests in Definitive Registered Notes, issue a new “Schedule of Increases or Decreases in Global Note” attached to the relevant Global Note in accordance with the terms and conditions of this Agreement (including, without limitation, those set forth in Clause 5.2 (a), above) and instruct the Issuer, or an agent appointed by the Issuer for such purpose, to make the necessary entries in the Register. The Trustee shall cause to be authenticated and delivered (to the extent required by and in accordance with Clause 4.2 and the provisions of the Indenture) to each Holder of an interest in any Definitive Registered Note, a Certificate in respect thereof in the form set out in the Indenture.

(d) The Domiciliary Agent will receive requests for all other transfers and/or exchanges and/or redemption by the Issuer of the Notes, except as otherwise set forth in Section 2.07 and Appendix A of the Indenture, and shall issue a new “Schedule of Increases or Decreases in Global Note” attached to any Global Note in accordance with the terms and conditions of this Agreement (including, without limitation, those set forth in Clause 5.2 (a) above) to the NBB who will amend the principal amount of the Global Note(s) accordingly. (e)

5.3 Replacement Notes

Replacement Notes shall be issued pursuant to Section 2.08 of the Indenture.

5.4 Cancellation

Cancellation of Notes shall be made pursuant to Section 2.11 of the Indenture.

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5.5 Miscellaneous

(a) The Domiciliary Agent will, if so requested by the Issuer, instruct the NBB and/or Euroclear, as applicable, to send Internal Revenue Service Forms W-8 and/or W-9, as applicable, to the Participants and Indirect Participants with the instruction to deliver such Forms W-8 and W-9 to the Issuer.

(b) The Domiciliary Agent will, at all times, comply with its obligations under, and enforce the provisions of the Clearing Agreement.

(c) Should the NBB enter into an agreement with the sub-custodian in accordance with the provisions of Section 5.1 of the Clearing Agreement and inform the Domiciliary Agent thereof, the Domiciliary Agent will request from NBB a copy of such agreement and, on receipt of any such agreement, shall provide a copy of the same to the Issuer.

6. DOCUMENTS AND FORMS

6.1 Supply of Forms

The Issuer will deliver to the Trustee or an authentication agent named by the Trustee for the performance of its duties hereunder, from time to time, so long as any Definitive Registered Note is outstanding, a supply of forms of Certificates sufficient to meet the Trustee’s anticipated requirements for Certificates in reasonably sufficient time for the issue of the Certificates.

6.2 Safekeeping of Certificates

The Trustee shall , or shall ensure that the authentication agent does, maintain in safe custody all forms of Certificates delivered to and held by it and shall ensure that Certificates are issued only in accordance with the Indenture and the provisions of this Agreement.

6.3 Information

Within seven days of any request in writing therefor by the Issuer, so long as any of the Definitive Registered Notes are outstanding, the Trustee or the authentication agent shall certify to the Issuer the number of forms of Certificates held by it hereunder.

6.4 Authentication Agent

The Trustee hereby names ING Belgium SA/NV to initially act as authentication agent with respect to the Global Notes.

7. PAYMENT

7.1 Payment to the Recipient or to the Holders

In order to provide for the payment of principal and interest in respect of the Global Notes or the Definitive Registered Notes, as the case may be, as the same becomes due and payable, the Issuer shall pay or procure to be paid (in respect of the Global Notes) directly to the holders of the book-entry interests in the Global Notes (as shown in the records of the NBB or of a Participant in the X/N System) (the “Recipient”) or (in respect of the Definitive Registered Notes) directly to the Holders of Definitive Registered Notes, for value on the day on which such payment becomes due, an amount equal to the amount of principal and/or (as the case may be) interest falling due in respect of such Global Notes or Definitive Registered Notes, as the case may be, on the due date. The Recipient in respect of the Notes is expected initially to be the Bank of New York Mellon acting as CDI Depositary.

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7.2 Manner and Time of Payment and Pre-Advice of Payment

Each amount payable under Clause 7.1 shall be paid unconditionally by credit transfer in the payment currency and in same day, freely transferable cleared funds no later than 10.00 a.m. (Brussels time) on the relevant day (with value as defined under Clause 7.1) to such account at such bank as the Recipient may from time to time by notice to the Issuer specify for such purpose subject to receipt of confirmation by the Domiciliary Agent that it has sent no notice of cancellation of the Global Notes to the NBB. The Issuer, shall before 9.00 a.m. (Brussels time) on the second Business Day prior to the day on which the Recipient receives payment for amounts, procure that the bank effecting payment for it confirms by tested telex or SWIFT MT100 message (or any other method acceptable to the Recipient) to the Recipient the payment instructions relating to such payment.

7.3 Payments by the Issuer in respect of the Global Notes

(a) The Issuer, so long as the Notes are evidenced by the Global Notes and payment is made to it under Clause 7.1, shall make or procure the making of payments of principal and interest in respect of such Notes held through the X/N System to an account specified by the Recipient in accordance with this Agreement and the Indenture.

(b) In the case of payment of principal, so long as the Notes are evidenced by the Global Notes, the Issuer shall procure that there is noted in the “Schedule of Increases or Decreases in Global Note” to such Global Note, the amount of such payment and the remaining principal amount of such Global Note (which shall be the previous principal amount thereof less the amount of principal then paid) and shall procure the signature of such notation on its behalf.

7.4 Payments by the Issuer in respect of the Definitive Registered Notes

The Issuer shall pay or procure payment of principal and interest in respect of Definitive Registered Notes to Holders, in accordance with this Agreement and the Indenture; provided, however, that the Issuer shall cancel each Certificate against presentation and surrender of which it has made full payment of principal and interest and shall deliver each Certificate so cancelled by it to, or to the order of, the Trustee.

7.5 Method of Payment to Recipient

All sums payable to the Recipient hereunder shall be paid in the payment currency to such account with such bank as the Recipient may from time to time notify to the Issuer.

8. CANCELLATION, DESTRUCTION AND RECORDS

8.1 Cancellation

All Certificates which are surrendered for transfer, exchange, redemption or repurchase shall be delivered to the Issuer or its appointed agent for cancellation, and the Registrar shall reduce the relevant principal amount on the Register against the name of the Holder unless otherwise instructed by the Trustee.

8.2 Certification of Payment Details

The Domiciliary Agent shall as soon as practicable after redemption, payment, exchange or replacement of Global Notes, upon written request of the Issuer furnish to the Issuer, a certificate stating:

(a) the aggregate principal amount(s) of Global Notes which have been redeemed and the aggregate amount(s) paid in respect of interest paid on each Global Note;

(b) the Common Code and ISIN numbers of such Global Notes; and

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(c) the aggregate principal amounts of Global Notes which have been so exchanged or surrendered and replaced.

8.3 Destruction

Unless otherwise previously instructed by the Issuer or its appointed agent, the Domiciliary Agent or its designated agent shall destroy all cancelled Certificates and send to the Issuer a certificate giving the Certificate numbers, if any, and any Certificates in numerical sequence and the aggregate amount paid in respect of the corresponding Definitive Registered Notes.

8.4 Records

The Domiciliary Agent or, as the case may be, the Registrar, shall keep or cause to be kept a record of the transfer, exchange, payment, redemption and repurchase of all Global Notes or, respectively, Definitive Registered Notes, as the case may be. They shall make or shall cause to be made such record available at all reasonable times to the Issuer.

9. NOTICES

Any notice or communication by any party hereunder to the others is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier, to the others’ address:

(a) If to the Issuer, at:

Square Marie Curie 40 1070 Brussels Belgium
Fax:	+ 32 2412 2118
Attention:    Stéfan Descheemaeker, Chief Financial Officer, and Miguel Silva Gonzalez, Vice President Treasury (separate notices for each person)

(b) If to the Domiciliary Agent, at:

ING Belgium SA/NV avenue Marnix 24 B-1000 Brussels Belgium
Fax:	+32 2 547 36 86
Attention:    Legal Financial Markets

(c) If to the Trustee, at:

The Bank of New York Mellon 101 Barclay Street New York, NY 10286 United States of America
Fax:	+44 20 7964 2536
Attention:    Corporate Trust Administration

Any of the above listed Persons, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; two Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier; provided, however, that any such notice or communication which would otherwise be deemed to have been duly given after 4:00 p.m. on any

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particular day shall not be deemed duly given until 10:00 a.m. on the immediately succeeding Business Day in the place of addressee.

Any notice or communication delivered pursuant to this Agreement to a Holder of Definitive Registered Notes will be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier to its address shown on the Register. Failure to mail a notice or communication to such Holder or any defect in it will not affect its sufficiency with respect to other Holders.

All notices to the Holders (while any Notes are represented by one or more Global Notes) shall be made in accordance with Section 10.02 of the Indenture.

If a notice or communication is mailed or published in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

10. DOCUMENTS AND FORMS

10.1 Distribution by the Domiciliary Agent

The Issuer or its appointed agent shall provide to the Domiciliary Agent for distribution to the relevant Holder upon such Holder’s request:

(a) specimen Certificates, if the same are prepared; and

(b) sufficient copies of this Agreement and the Indenture together with electronic copies in a protected file format to be available for inspection, together with any other documents required to be available for inspection or made available to Holders.

11. INDEMNITY

11.1 Indemnity by the Issuer

The Issuer shall indemnify the Domiciliary Agent (together with the Domiciliary Agent’s directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions or demands which it may incur or which may be made against it as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of Domiciliary Agent, as the case may be, under this Agreement relating to the Global Notes or Definitive Registered Notes, as the case may be, except such as may result from its own willful default, fraud, negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents provided, however that this Clause 11.1 shall not apply to the extent that the Domiciliary Agent would act for the Trustee in accordance with Clause 3.4 of this Agreement.

11.2 Indemnity by the Domiciliary Agent

The Domiciliary Agent shall indemnify the Issuer against any loss, liability, cost, expense, claim, action or demand which the Issuer may incur or which may be made against the Issuer, as a result of or in connection with such the Domiciliary Agent’s own willful default, fraud, negligence, bad faith or failure to comply with its obligations under this Agreement or that of its officers, employees or agents. Notwithstanding the foregoing under no circumstances will the Domiciliary Agent be liable to the Issuer or any other party for the consequential loss (being loss of earnings, good will and operating profit even if the Domiciliary Agent has been advised of the possibility of such loss).

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11.3 Payment

In relation to Clause 11.1 and Clause 11.2, the Issuer or the Domiciliary Agent (as applicable) shall indemnify the Domiciliary Agent and the Issuer, respectively and as applicable, promptly upon receipt by the Issuer or the Domiciliary Agent, as applicable, of a demand therefor supported by evidence of such loss, liability, cost, expense, claim, action or demand.

11.4 Domiciliary Agent’ Liability

The Domiciliary Agent shall not be liable for any loss caused by events beyond its reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or force majeure. The Domiciliary Agent shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, loss of profits, whether or not foreseeable) suffered by the Issuer in connection with the transactions contemplated by and the relationship established by this Agreement even if it has been advised as to the possibility of the same. These provisions will override all other provisions of this Agreement. However, this Clause shall not be deemed to apply in the event of a determination of fraud on the part of the Domiciliary Agent in a non-appealable judgment of a court having jurisdiction.

11.5 Survival of Indemnities

The indemnities set out in Clauses 11.1 and 11.2 shall continue in full force and effect for a period of five years after the termination or expiry of this Agreement.

12. GENERAL

12.1 Obligations and Duties of the Domiciliary Agent

The Domiciliary Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. No implied duties or obligations shall be read into such documents against the Domiciliary Agent.

Save as set forth in Article 9 of the Indenture, if the terms of the Indenture, the Global Notes or Definitive Registered Notes, as the case may be, are amended on or after the date of this Agreement in a way which affects the duties expressed to be performed by the Domiciliary Agent, it shall not be obliged to perform such duties as so amended unless it has first approved the relevant change to the terms of the Indenture or the Global Notes or Definitive Registered Notes, as the case may be.

12.2 Consultation

The Domiciliary Agent may consult with legal or other professional advisers selected by it and the written opinion of such advisers shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by the Domiciliary Agent hereunder in good faith and in accordance with the opinion of such advisers.

12.3 Reliance on Documents

The Domiciliary Agent shall be protected and shall incur no liability for or in respect of any action taken or omitted to be taken or anything suffered by it in reliance upon any, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper parties.

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12.4 Reliance on Certificates

The Domiciliary Agent shall be able to rely on the certificate of any party without enquiry as to any statement of such party the Domiciliary Agent requires under the terms of this Agreement to carry out its duties hereunder.

12.5 Other Relationships

The Domiciliary Agent and its affiliates, directors, officers and employees may become the owners of, or acquire any interest in, any Global Notes or Definitive Registered Notes, as the case may be, with the same rights as any other owner or holder, and may engage or be interested in any business transaction with the Issuer without being liable to account to the Holders for any resulting profit, and may act on, or as depository, trustee or agent for, any committee or body of Holders or other obligations of the Issuer as freely as if they were not a party, or connected with a party, to this Agreement.

12.6 Owner

Except as ordered by a court of competent jurisdiction or as required by law, the Domiciliary Agent shall deem and treat the Person in whose name any Global Note is entered in the relevant account of the NBB, the X/N System, or Definitive Registered Note is registered in the Register as absolute owner thereof for all purposes subject to the terms of the Indenture.

12.7 No Lien

The Domiciliary Agent shall not exercise any lien, right of set-off or similar claim against the Issuer, any Holder of the Global Notes or Definitive Registered Notes, as the case may be, or over any amount held by them pursuant to the terms hereof.

12.8 Successor

In this Agreement, “successor” in relation to a party hereto means an assignee or successor in title of such Person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of such party hereunder to which under such laws the same has been transferred.

12.9 Conflicts with the Clearing Agreement and the Indenture

To the extent that any terms and conditions set forth herein regarding the duties and obligations of the Domiciliary Agent conflict with the provisions of the Clearing Agreement or the Indenture, the terms of the Indenture and then the Clearing Agreement shall govern (except for the relationship between the Issuer and the Domiciliary Agent, for which the terms of the Clearing Agreement shall govern).

12.10 Amendment and Waiver

The Issuer and the Domiciliary Agent shall only agree to any amendment or modification to this Agreement in compliance with the relevant provisions of the Indenture.

13. CHANGE IN APPOINTMENTS

13.1 Termination

(a) Subject to Clause 6, the Issuer, with prior written notice to the Trustee, may at any time terminate the appointment of the Domiciliary Agent by giving to the Domiciliary Agent at least 60 days’ prior written notice to that effect; provided always that no such notice shall take effect until a new Domiciliary Agent (which shall be reasonably acceptable to the Trustee) to exercise the powers and undertake the duties hereby conferred and imposed upon the Domiciliary Agent has been appointed and, provided further that any new Domiciliary Agent holds an account in the X/N System and agrees to be bound by the provisions of the Clearing Agreement.

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(b) Subject to Clause 6, if at any time the Domiciliary Agent shall be adjudged bankrupt or insolvent, or shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver or similar official of all or any substantial part of its property, or if a receiver of it or of all or any substantial part of its property shall be appointed, or if any public officer shall take charge or control of the Domiciliary Agent or of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, or a resolution is passed or an order made for the winding up of the Domiciliary Agent, the Issuer may, with prior written notice to the Trustee, terminate the appointment of the Domiciliary Agent forthwith upon giving written notice and provided that its appointment may not be terminated until a new Domiciliary Agent has been appointed who holds an account in the X/N System and agrees to be bound by the provisions of the Clearing Agreement. The termination of the appointment of the Domiciliary Agent hereunder shall not entitle the Domiciliary Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.

13.2 Resignation

(a) Subject to Clause 6, the Domiciliary Agent may resign its appointment hereunder at any time by giving to the Issuer and the Trustee at least 60 days’ written notice to that effect; provided that no such resignation shall take effect until a new Domiciliary Agent shall have been appointed by the Issuer to exercise the powers and undertake the duties hereby conferred and imposed upon the Domiciliary Agent and such new Domiciliary Agent holds an account in the X/N System and agrees to be bound by the provisions of the Clearing Agreement.

(b) If the Domiciliary Agent gives notice of its resignation in accordance with this Clause 13.2 and a replacement Domiciliary Agent is required and by the tenth day before the expiration of such notice such replacement has not been duly appointed, the Domiciliary Agent may itself appoint as its replacement any reputable and experienced financial institution. Immediately following such appointment, the Domiciliary Agent shall give notice of such appointment to the Issuer and the Trustee whereupon the Issuer and the replacement Domiciliary Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.

13.3 Effect of Resignation

Upon its resignation or removal becoming effective:

(a) the Domiciliary Agent shall forthwith transfer all records held by it hereunder to the successor Domiciliary Agent, but shall have no other duties or responsibilities hereunder, and shall be entitled to the payment by the Issuer, of its remuneration for the services previously rendered hereunder in accordance with the terms of Clause 14 and to the reimbursement of all reasonable expenses (including legal fees) incurred in connection therewith; and

(b) the Domiciliary Agent shall repay to the Issuer (or to the Issuer’s order) a pro rata proportion (calculated on the basis of the total number of interest payments made and to be made under the Global Notes or Definitive Registered Notes, as the case may be) of the fees paid to it in such capacity hereunder.

13.4 Merger or Consolidation

A corporation into which the Domiciliary Agent is merged or with which it is consolidated or which results from a merger or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Domiciliary Agent under this Agreement. The Domiciliary Agent agrees to do all such further acts and things (if any) as are necessary to give effect to this Clause 13.4. The Domiciliary Agent shall forthwith notify the other parties to this Agreement as soon as practicable after it becomes aware that any such event shall occur, giving details of the date on which such event is to occur and of the successor Domiciliary Agent.

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13.5 Vesting of Powers

Upon any successor Domiciliary Agent appointed hereunder executing, acknowledging and delivering to the Issuer and the Trustee an instrument accepting such appointment hereunder, it shall, without any further act, deed or conveyance, become vested with all authority, rights, powers, trusts, indemnities, duties and obligations of the Domiciliary Agent hereunder.

13.6 Change in the appointment of the Domiciliary Agent

In the event that the Domiciliary Agent ceases to hold an account in the X/N System or the appointment of the identity of the Domiciliary Agent is changed in accordance with the provisions of Clauses 13.1 and 13.2, above, the Domiciliary Agent shall remain obligated to fully perform its obligations under this Agreement until a new Domiciliary Agent is appointed, who holds an account in the X/N System, agrees to be bound by the provisions of the Clearing Agreement and fully assumes the function of Domiciliary Agent under this Agreement.

14. FEES AND EXPENSES

14.1 Fees

The Issuer shall, in respect of the services to be performed by the Domiciliary Agent under this Agreement, pay to the Domiciliary Agent the fee (together with any applicable value added tax thereon which may be imposed in any relevant jurisdiction) as separately agreed in writing.

14.2 Expenses

The Issuer shall also pay, or procure the payment of, (against presentation of the relevant invoices) all out-of-pocket expenses (including, without limitation, reasonable cable and postage expenses and insurance costs but excluding the clearing expenses of the NBB) reasonably incurred by the Domiciliary Agent in connection with its services hereunder, together with any applicable value added tax as aforesaid.

The Issuer shall also pay the clearing expenses of the NBB in accordance with the Clearing Agreement.

14.3 Taxes and Duties

The Issuer agrees to pay, or procure the payment of, any and all stamp, registration and other taxes and duties (including any interest and penalties thereon or in connection therewith) which are payable upon or in connection with the execution and delivery of this Agreement, and the Issuer shall indemnify the Domiciliary Agent on demand against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonable legal fees and any applicable value added tax) which it incurs as a result or arising out of or in relation to any failure by the Issuer to pay or delay in paying any of the same. All payments by the Issuer made in accordance with this Clause 14.3 (or 11.1 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any government having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as will result in the Domiciliary Agent receiving such amounts as would have been received by it if no such withholding or deduction had been required.

14.4 Amendments to this Clause 14

At the request of the Domiciliary Agent, the parties to this Agreement may, from time to time during the continuance of this Agreement review the fees agreed initially pursuant to Clause 14.1 (Fees) with a view to determining whether the parties can mutually agree upon any changes to such fees.

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15. COUNTERPARTS

This Agreement may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same document and any party to this Agreement may enter into the same by executing and delivering a counterpart. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

16. SEVERABILITY

In case any provision in this Agreement is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

17. GOVERNING LAW, GOVERNING LANGUAGE AND JURISDICTION

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of New York.

17.2 Appointment of Process Agent by Issuer

The Issuer has appointed, as its authorized agent (the “Authorized Agent”) Corporate Service Company, upon whom process may be served in any such suit, action or proceeding arising out of or based upon this Agreement, which may be instituted in a court located in the Borough of Manhattan, the City of New York (the “Appointment Letter Agreement”).

17.3 Jurisdiction

The parties hereto submit to the non-exclusive jurisdiction of the U.S. Federal and state courts in the Borough of Manhattan, The City of New York.

17.4 U.S. securities law requirements

If and to the extent required by the Indenture, this Agreement shall be subject to and shall incorporate any requirements of the US Trust Indenture Act of 1939 as in effect at such time.

[signature page follows]

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IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written.

THE ISSUER

DELHAIZE GROUP SA/NV
By:	/s/ A. M. Silva Gonzalez
Name:	A. M. Silva Gonzalez
Title:	Vice President - Treasury

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THE DOMICILIARY AGENT

ING BELGIUM SA/NV
By:	/s/ Luce Rouleff	By:	/s/ Bertrand Soenen
	Name: Luce Rouleff		Name: Bertrand Soenen

Title: Senior Advisor           Legal Financial Markets Title: Head of           Legal Financial Markets

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THE TRUSTEE

THE BANK OF NEW YORK MELLON
	By:	/s/ Trevor Blewer

Name: Trevor Blewer

Title: Vice President

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EX-4.7

Exhibit 4.7

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

by and among

Delhaize Group S.A.

Delhaize America, LLC

Food Lion, LLC

Hannaford Bros. Co.

Kash N’ Karry Food Stores, Inc.

FL Food Lion, Inc.

Risk Management Services, Inc.

Hannbro Company

Martin’s Foods of South Burlington, Inc.

Boney Wilson & Sons, Inc.

J.H. Harvey Co., LLC

Hannaford Licensing Corp.

Victory Distributors, Inc.

Delhaize US Holding, Inc.

and

Banc of America Securities LLC

J.P. Morgan Securities LLC

Credit Suisse Securities (USA) LLC

Deutsche Bank Securities Inc.

Dated as of October 8, 2010

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 8, 2010, by and among Delhaize Group SA/NV, a Belgian limited liability company (société anonyme) (the “Company”) and, Delhaize America, LLC, (formerly Delhaize America, Inc.), Delhaize US Holding, Inc., Food Lion, LLC, Hannaford Bros. Co., Kash N’ Karry Food Stores, Inc., FL Food Lion, Inc., Risk Management Services, Inc., Hannbro Company, Martin’s Foods of South Burlington, Inc., Boney Wilson & Sons, Inc., J.H. Harvey Co., LLC, Hannaford Licensing Corp., and Victory Distributors, Inc. (collectively, the “Cross Guarantors”), each of which is party to a Cross-Guarantee Agreement dated May 21, 2007, as supplemented by a joinder agreement dated as of December 18, 2009 (the “Cross-Guarantee Agreement”), and Banc of America Securities LLC, J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (collectively, the “Dealer Managers”), each of which has agreed to act as dealer manager pursuant to the Dealer Manager Agreement, dated September 8, 2010 (the “Dealer Manager Agreement”), among the Company, Delhaize America, LLC. and the Dealer Managers in connection with the Company’s offer to exchange certain outstanding debt securities of Delhaize America, LLC validly tendered in an exchange offer for the Company’s 5.70% Senior Notes due 2040 to be issued on the date hereof (the “Initial Exchange Offer”) and to be represented by certificated depositary interests (the “Initial Notes”), which have the benefit of the guarantees by the Cross Guarantors under the Cross-Guarantee Agreement (the “Guarantees”). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”

In order to induce the Dealer Managers to act as the exclusive dealer managers to the Company in connection with the Initial Exchange Offer and to induce investors to participate in the Initial Exchange Offer, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Dealer Managers set forth in Section 6(n) of the Dealer Manager Agreement.

The parties hereby agree as follows:

SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

Advice: As defined in Section 6(c) hereof.

Affiliate: Any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person. “Control,” whether used as a noun or a verb, refers to the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Agreement: As defined in the preamble hereto.

Broker-Dealer: Any broker or dealer registered under the Exchange Act.

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Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

Commission: The U.S. Securities and Exchange Commission.

Company: As defined in the preamble hereto.

Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

Controlling Person: As defined in Section 8(a) hereof.

Cross-Guarantee Agreement: As defined in the preamble hereto.

Cross Guarantors: As defined in the preamble hereto.

Dealer Manager: As defined in the preamble hereto.

Dealer Manager Agreement: As defined in the preamble hereto.

Effectiveness Target Date: As defined in Section 5 hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exchange Securities: The 5.70% Senior Notes due 2040, represented by certificateless depositary interests of the same series under the Indenture as the Initial Notes, and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

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FINRA: The Financial Industry Regulatory Authority, Inc.

Guarantees: As defined in the preamble hereto.

Holders: As defined in Section 2(b) hereof.

Initial Exchange Date: October 8, 2010.

Initial Exchange Offer: As defined in the preamble hereto.

Indemnified Holder: As defined in Section 8(a) hereof.

Indemnified Person: As defined in Section 8(c) hereof.

Indemnifying Person: As defined in Section 8(c) hereof.

Indenture: The Indenture, dated as of October 8, 2010, by and between the Company and The Bank of New York Mellon, as trustee, pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

Initial Notes: As defined in the preamble hereto.

Initial Securities: As defined in the preamble hereto.

Interest Payment Date: As defined in the Indenture and the Securities.

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Registration Default: As defined in Section 5 hereof.

Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Related Judgment: As defined in Section 12(i) hereof.

Related Proceedings: As defined in Section 12(i) hereof.

Securities: The Initial Securities and the Exchange Securities.

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Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

Shelf Filing Deadline: As defined in Section 4(a) hereof.

Shelf Registration Statement: As defined in Section 4(a) hereof.

Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

Trustee: The trustee under the Indenture.

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) and (d) the date such Initial Security shall cease to be outstanding.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

SECTION 2. Securities Subject to this Agreement.

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

(b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3. Registered Exchange Offer.

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), each of the Company and the Cross Guarantors shall (i) cause to be filed with the Commission within 180 days after the Initial Exchange Date (or if such 180th day is not a Business Day, the next succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use its reasonable best efforts to cause such Registration Statement to become effective within 270 days after the Initial Exchange Date (or if such 270th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such Registration Statement, commence the Exchange

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Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

(b) The Company and the Cross Guarantors shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for at least 30 days (or longer, if required by U.S. federal or state securities laws or otherwise extended by the Company at its option) after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Company shall use its reasonable best efforts to cause the Exchange Offer to be Consummated within 300 days after the Initial Exchange Date (or if such 300th day is not a Business Day, the next succeeding Business Day). As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities shall comply with the obligations set forth in Section 6(a)(ii).

(c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

Each of the Company and the Cross Guarantors shall use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

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The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

SECTION 4. Shelf Registration.

(a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 300 days after the Initial Exchange Date (or if such 300th day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its Affiliates, then, upon such Holder’s request made prior to the 90^th day after consummation of the Exchange Offer, the Company and the Cross Guarantors shall

(x) cause to be filed a shelf registration statement (or amend or supplement an existing shelf registration statements) pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”), on or prior to the 60^th day after the earlier to occur of (1) the date on which the Company determines that it cannot, whether pursuant to law or Commission policy, file the Exchange Offer Registration Statement, (2) the 300th day after the Initial Exchange Date if the Company has not consummated the Exchange Offer, and (3) the date on which the Company receives notices from a Holder of Transfer Restricted Securities as contemplated by clause (iii) above, but in no event earlier than the 180^th day after the Initial Exchange Date (such earlier date being the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

(y) use their reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 60th day after the Shelf Filing Deadline, but in no event earlier than the 270^th day after the Initial Exchange Date.

Each of the Company and the Cross Guarantors shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement and complies in all material respects with the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Initial Exchange Date (or shorter period that will terminate when all the

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Initial Securities covered by such Shelf Registration Statement (i) have been sold pursuant to such Shelf Registration Statement or (ii) cease to be outstanding or (iii) become eligible for resale pursuant to Rule 144 under the Exchange Act).

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

(c) During any 365-day period, the Company may suspend the availability of a Shelf Registration Statement and the use of the related Prospectus for up to two periods of up to 30 consecutive days (except for the consecutive 30-day period immediately prior to maturity of the Initial Securities), but no more than an aggregate of 60 days during any 365-day period, if determined in good faith by the board of directors of the Company there is valid purpose for the suspension.

SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been Consummated on or prior to the date specified for such Consummation in this Agreement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose during the applicable period specified in this Agreement without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective, subject to the provisions of Section 4(c) of this Agreement (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default, and after such 90-day period, if such Registration Default has not yet been cured, the interest rate borne by the Transfer Restricted Securities shall increase by an additional 0.25% per annum with respect to the next subsequent 90-day period; provided, however, in no event shall any increase exceed an aggregate of 0.50% per annum. Following the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities from the date of such cure will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

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All obligations of the Company and the Cross Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

SECTION 6. Registration Procedures.

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Cross Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof and shall comply with all of the following provisions:

(i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company and the Cross Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Cross Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company and the Cross Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each of the Company and the Cross Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company or any Cross Guarantor or, if it is an Affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, (D) it is not acting on behalf of any Person who could not truthfully make the foregoing representations, and (E) it shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form F-4 or another appropriate form under the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available

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May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.

(b) Shelf Registration Statement. In connection with the Shelf Registration Statement, each of the Company and the Cross Guarantors shall comply with all applicable provisions of Section 6(c) hereof.

(c) General Provisions. In connection with the obligations of the Company and the Cross Guarantors with respect to the Registration Statements and Prospectus pursuant to this Agreement, each of the Company and the Cross Guarantors shall:

(i) use its reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Cross Guarantors) for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

(ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or

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any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Cross Guarantors shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv) furnish without charge to each of the Dealer Managers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a reasonable period of time prior to filing, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which a Dealer Manager in respect of the Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing prior to filing (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of a Dealer Manager or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Dealer Managers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company’s and the Cross Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

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(vi) make available at reasonable times for inspection by the Dealer Managers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Dealer Managers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the Cross Guarantors and cause the Company’s and the Cross Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in diligence meetings to the extent reasonably requested by the managing underwriter(s), if any; provided that if any such information is identified by the Company or any Cross Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any such Holder, underwriter, attorney or accountant;

(vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

(viii) take all reasonable action necessary to enable Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc., and Moody’s Investors Service Inc. to provide their respective credit ratings of the Transfer Restricted Securities covered by the Registration Statement, if so requested by the Holders of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any;

(ix) furnish to each Dealer Manager, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(x) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Cross Guarantors hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the

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underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(xi) enter into such agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be requested by any Dealer Manager or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Cross Guarantors shall:

(A) furnish to each Dealer Manager, each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable, the effectiveness of the Shelf Registration Statement:

(1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Cross Guarantors, as may be reasonably requested and as are customarily delivered in sales of securities or underwritten offerings;

(2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Cross Guarantors, covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as such parties may reasonably request; and

(3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings;

(B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or

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other agreement entered into by the Company or any of the Cross Guarantors pursuant to this Section 6(c)(xi), if any.

If at any time the representations and warranties of the Company and the Cross Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Cross Guarantors shall so advise the Dealer Managers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing;

(xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may request and use its reasonable best efforts to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company nor the Cross Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

(xiii) shall issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation;

(xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

(xv) use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

(xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material

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fact or omit to state any material fact necessary in order to make the statements therein not misleading;

(xvii) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the National Bank of Belgium and take all other action necessary to ensure that all certificated depositary interests representing such Securities are eligible for deposit with the Depository Trust Company;

(xviii) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA;

(xix) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or reasonable best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the Registration Statement;

(xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

(xxi) cause all Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities or the managing underwriter(s), if any;

(xxii) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act; and

(xxiii) following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement and for so long as the Notes are outstanding if, in the judgment of the Dealer Managers or any of their Affiliates are required to deliver a prospectus in connection with sales of, or market-making activities with respect to, the

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Notes, to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10 of the Securities Act, to amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading and to provide the Dealer Managers with copies of each amendment or supplement filed with the Commission and such other documents as the Dealer Managers may reasonably request.

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.

SECTION 7. Registration Expenses.

(a) All expenses incident to the Company’s and the Cross Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Cross Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Dealer Manager or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Cross Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities

15

on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Cross Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

Each of the Company and the Cross Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Cross Guarantors.

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Cross Guarantors, jointly and severally, will reimburse the Dealer Managers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Linklaters LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8. Indemnification.

(a) The Company and the Cross Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Cross Guarantors may otherwise have.

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, each Cross Guarantor, each Dealer Manager, each

16

underwriter who participates in an offering of Transfer Restricted Securities and each other selling Holder and each of their respective Affiliates, directors, officers (including each director and officer of the Company and any Cross Guarantor who sign a Registration Statement), and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, any Cross Guarantor, any Dealer Manager, any underwriter or any other selling Holder, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Cross Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement or any amendment thereof or any Prospectus or any amendment or supplement thereto. This indemnity agreement shall be in addition to any liability which a Holder of Transfer Restricted Securities may otherwise have.

(c) Promptly after receipt by any Person with respect to which indemnity may be sought pursuant to this Section 8 of notice of the commencement of any action, such Person (the “Indemnified Person”) will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing of the commencement thereof, but the omission so to notify the Indemnifying Person will not relieve it from any liability which it may have to any Indemnified Person (i) for contribution under paragraphs (d) and (e) under this Section 8 or (ii) otherwise than under the indemnity agreement contained in this Section 8 or (iii) to the extent such Indemnifying Person is not prejudiced as a proximate result of such failure. In case any such action is brought against any Indemnified Person and such Indemnified Person seeks or intends to seek indemnity from an Indemnifying Person, the Indemnifying Person will be entitled to participate in and, to the extent that it shall elect, jointly with all other Indemnifying Persons similarly notified, by written notice delivered to the Indemnified Person promptly after receiving the aforesaid notice from such Indemnified Person, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Person; provided, however, if the defendants in any such action include both the Indemnified Person and the Indemnifying Person and the Indemnified Person shall have reasonably concluded that a conflict may arise between the positions of the Indemnifying Person and the Indemnified Person in conducting the defense of any such action or that there may be legal defenses available to such Indemnified Person which are different from or additional to those available to the Indemnifying Person, the Indemnified Person or Persons shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such Indemnified Persons or Persons. Upon receipt of notice from the Indemnifying Person to such Indemnified Person of such Indemnifying Person’s election so to assume the defense of such action and approval by the Indemnified Person of counsel, the Indemnifying Person will not be liable to such Indemnified Person under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof unless (A) the Indemnified Person shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the Indemnifying Person shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the Indemnifying Person or (B) the Indemnifying Person shall not have employed counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the Indemnifying Person.

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(d) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Person under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable Indemnifying Person, in lieu of indemnifying such Indemnified Person, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Cross Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Exchange Offer (which in the case of the Company and the Cross Guarantors shall be deemed to be the sum of (x) the aggregate principal amount of the Initial Securities to be issued by the Company and (y) any additional consideration paid by the Company in exchange for the outstanding debt securities of Delhaize America, LLC exchanged in the Initial Exchange Offer), or if such allocation is not permitted by applicable law, the relative fault of the Company and the Cross Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of the Cross Guarantors, on the one hand, or the Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

(e) The Company, the Cross Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8, none of the Holders shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(e) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

SECTION 9. Rule 144A. Each of the Company and the Cross Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities

18

Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

SECTION 12. Miscellaneous.

(a) Remedies. Each of the parties hereto hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b) No Inconsistent Agreements. Each of the Company and the Cross Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Cross Guarantors has previously entered into any agreement granting any registration rights with respect to the Securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any of the Cross Guarantors’ securities under any agreement in effect on the date hereof.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(c)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of

19

any Dealer Manager hereunder, the Company shall obtain the written consent of each such Dealer Manager with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii) if to the Company or any Cross Guarantor:

Delhaize Group SA/NV

Square Marie Curie 40

1070 Brussels

Belgium

Attention: A.M. Silva Gonzalez and William Schoofs

(separate notices to each person)

Fax: +32 (2) 412 8568

and

Delhaize America, Inc.

2110 Executive Drive

Salisbury, North Carolina 28147

U.S.A.

Attention: Attention: A.M. Silva Gonzalez and Garrett D. Bowne IV

(separate notices to each person)

Fax: +1 207 883 7555

with a copy to:

Hunton & Williams LLP

1900 K Street, N.W.

Washington D.C., 20006

U.S.A.

Fax: +1 202 779 7435

Attention: J. Steven Patterson

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

20

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. If any transferee of any Holder shall acquire Transfer Restricted Securities, in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities, such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

(f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

(i) Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any Related Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. Each of the Company and each of the Guarantors irrevocably appoints Corporations Services Company as its agent to receive service of process or other legal summons for purposes of any Related Proceeding that may be instituted in any Specified Court.

(j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity,

21

legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

22

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

DELHAIZE GROUP SA/NV
By:	/s/ A. M. Sliva Gonzalez
	Name: A. M. Silva Gonzalez
	Title: Vice President - Treasury
DELHAIZE AMERICA, LLC
By:	/s/ Garrett D. Bowen IV
	Name: Garrett D. Bowne IV
	Title: Vice President, Finance, Treasurer and Operations Controller
DELHAIZE US HOLDING, INC.
By:	/s/ Garrett D. Bowne IV
	Name: Garrett D. Bowne IV
	Title: Treasurer
FOOD LION, LLC
By:	/s/ G. Linn Evans
	Name: G. Linn Evans
	Title: Senior VP and Secretary
HANNAFORD BROS. CO.
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Vice President and Secretary

Registration Rights Agreement Signature Page

KASH N’ KARRY FOOD STORES, INC.
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Secretary and Assistant Treasurer
FL FOOD LION, INC.
By:	/s/ G. Linn Evans
	Name: G. Linn Evans
	Title: Secretary
RISK MANAGEMENT SERVICES, INC.
By:	/s/ G. Linn Evans
	Name: G. Linn Evans
	Title: Secretary
HANNBRO COMPANY
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Secretary
MARTIN’S FOODS OF SOUTH BURLINGTON, INC.
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Assistant Secretary

Registration Rights Agreement Signature Page

BONEY WILSON & SONS, INC.
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Secretary
J.H. HARVEY CO., LLC
By:	/s/ G. Linn Evans
	Name: G. Linn Evans
	Title: Vice President and Secretary
HANNAFORD LICENSING CORP.
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Secretary
VICTORY DISTRIBUTORS, INC.
By:	/s/ Lisa K. Toner
	Name: Lisa K. Toner
	Title: Secretary

Registration Rights Agreement Signature Page

The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
By:	/s/ Shelli A. Merritt
	Name: Shelli A. Merritt
	Title: Managing Director
J.P. MORGAN SECURITIES LLC
By:	/s/ Maria Sramek
	Name: Maria Sramek
	Title: Executive Director
CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Tim Lu
	Name: Tim Lu
	Title: Managing Director
DEUTSCHE BANK SECURITIES INC.
By:	/s/ Roger Heine
	Name: Roger Heine
	Title: Managing Director
By:	/s/ Peter Klosowicz
	Name: Peter Klosowicz
	Title: Director

EX-5.1

Exhibit 5.1

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) Rue Osseghem 53 1080 Brussels Belgium		BRUSSELS Bastion Tower Place du Champ de Mars 5 1050 Brussels
	T+	32 2 504 7000
	Direct T+	32 2 504 7605
	F+	32 2 504 7200
	Direct F+	32 2 404 7605
	E	vincent.macq@freshfields.com
	W	freshfields.com
	DOC ID	BRU421261
	OUR REF	VM/DR
	CLIENT MATTER	124494-0026

January 7, 2011

Dear Sirs

Re: Exchange Offer of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) 5.70% Senior Notes Due 2040

1. We have acted as Belgian legal counsel to Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme/naamloze vennootschap) (the Company), in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), pursuant to the Registration Statement on Form F-4 (as may be amended from time to time, the Registration Statement) filed by the Company and its subsidiaries listed on Schedule 1 hereto (the Guarantors) with the Securities and Exchange Commission of (i) the proposed exchange offer (the Offer) by the Company for all of its outstanding 5.70% Senior Notes Due 2040 issued on 8 October 2010 (the Original Notes) for 5.70% Senior Notes Due 2040 (the Exchange Notes) and (ii) the Guarantees (as defined below). The Original Notes are, and the Exchange Notes will be, issued under the Indenture (as defined in Schedule 2 hereto). Guarantees by the Guarantors that will cover the Exchange Notes (the Guarantees) are made by the Guarantors under a cross guarantee agreement, dated as of 21 May 2007, by and among the Company and the Guarantors, as supplemented by a joinder agreement dated as of 18 December 2009.

We have been asked by the Company to deliver this opinion.

For the purpose of this opinion, we have reviewed the originals or copies of, and relied upon the statements as to factual matters contained in, the documents listed in Schedule 2 hereto (the Documents).

Terms defined in Schedule 2 hereto shall have the same meaning when used in this letter.

Limitations

2. This opinion is subject to the following limitations:

(a) this opinion is confined to the laws with general applicability (dispositions d’intérêt général/wettelijke regels met algemene gelding) of Belgium, as they stand as at the date hereof and as such laws are currently interpreted in published authoritative case law of the courts of Belgium; the Indenture and the Exchange Notes are subject to the laws of the State of New York; we express no opinion with regard to matters subject to the laws of the State of New York or any laws other than Belgian law;

(b) we have considered such matters of Belgian law as we have considered necessary or appropriate, and to this aim we have, insofar as it relates to recent laws and case law, conducted such customary investigations as may reasonably be expected of a Belgian lawyer in the circumstances in which this opinion is being rendered; this opinion and any right or liability deriving therefrom shall exclusively be governed by, and construed in accordance with, the laws of Belgium;

(c) we express no opinion as to the correctness of any representation (whether express or implied) given by any person under or by virtue of the Documents, save if and insofar as the matters represented are the subject matter of a specific opinion set out in Section 4 below;

(d) Belgian legal concepts are expressed in this opinion in English terms and not in their original Dutch or French terms; the concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions; accordingly, any issues of interpretation arising in respect of the Documents and this opinion will be determined by Belgian courts in accordance with the laws of Belgium and we express no opinion on the interpretation that Belgian courts may make of any such expressions or descriptions;

(e) we have only examined the Indenture and the Global Note Form with a view to understanding the nature and scope of the obligations undertaken thereunder by the Company, for the sole purpose of rendering an opinion on the specific matters set out in Section 4 below; accordingly, we have not considered, and express herein no opinion with respect to, any other matter;

(f) we have not been responsible for investigating or verifying the accuracy of the facts (or statements of foreign law) or the reasonableness of any statements of opinion or intention contained in any Document, or for verifying that no material facts or provisions have been omitted therefrom;

(g) this opinion cannot be construed as giving certainty that Belgian courts will in the future take the same decisions as in the existing case law and doctrine on which this opinion is based; moreover, not all legal issues discussed in this opinion have been the subject matter of case law and any opinion expressed on such issues herein cannot be construed as giving certainty that a Belgian court will decide in the manner as opined herein; and

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(h) this opinion speaks as of its date; no obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect.

Assumptions

3. In considering the Documents and in rendering this opinion, we have with your consent and without any further enquiry assumed:

(a) the genuineness of all signatures on, and the authenticity and completeness of, all documents submitted to us whether as originals or copies;

(b) the conformity to originals of all documents supplied to us as photocopies or facsimile copies;

(c) that the proceedings described in the minutes referred to in items 5 and 6 of Part II of Schedule 2 hereto were duly conducted, that each of the meetings referred to therein was duly held and that the resolutions passed thereat were duly adopted in compliance with the Belgian Company Code and the Articles, were not revoked and remain in full force and effect;

(d) that the Indenture has been entered into in good faith for bona fide commercial reasons by the Company and on terms equivalent to arm’s length terms between independent parties, and that the Indenture does not conflict with the corporate interest of the Company;

(e) that the global note representing the Exchange Notes will be substantially identical to the Global Note Form;

(f) that the Company has not resolved to enter into liquidation (liquidation/vereffening) nor been deemed in a situation of cessation of payments within the meaning of the law on bankruptcy of 8 August 1997 and, since the date of the certificate referred to in item 4 of Part II of Schedule 2 hereto, has not been declared bankrupt nor filed an application for a judicial reorganisation (reorganisation judiciaire/gerechtelijke reorganisatie) under the law on the continuity of enterprises dated 31 January 2009;

(g) that all consents, approvals, notices, filings, publications and registrations which are necessary under any applicable laws or regulations (other than the laws of Belgium) in order to permit the execution, delivery or performance of the Indenture and the issue, delivery and clearing of the Exchange Notes have been validly and timely made or obtained;

(h) that there has been no mistake of fact, fraud, duress or undue influence in relation to the Indenture;

Page 3

(h) that, for the purpose of the law of 16 July 2004 on the conflicts of law code, the habitual residence of the Company is located in Belgium;

(i) that there are no contractual or similar restrictions binding on the Company (other than may by contained in the Indenture or the Articles or pursuant to Belgian laws binding on companies generally) which would affect this opinion; and

(j) that, for the purpose of Council Regulation (EC) N°1346/2000 of 29 May 2000 on insolvency proceedings, the centre of main interests of the Company is located in Belgium.

Opinion

4. Based upon and subject to the foregoing limitations and assumptions, and subject to the qualifications set out below and any matters not disclosed to us, we are of the opinion that:

(a) the Company is validly existing as a limited liability company (société anonyme/naamloze vennootschap) under the laws of Belgium;

(b) the Company has the corporate power to enter into and perform its obligations under the Indenture, to issue and deliver the Exchange Notes and to perform its obligations thereunder;

(c) the Company has taken all necessary corporate action to authorise the execution, delivery and performance of the Indenture and the issue, delivery and performance of the Exchange Notes; and

(d) the Indenture has been duly executed and delivered on behalf of the Company.

Qualifications

5. Our opinion is subject to the following qualifications:

(a) this opinion is subject to all insolvency and other laws affecting the rights of creditors generally;

(b) the searches and enquiries referred to in this opinion may not reveal the complete and up-to-date position; and

(c) on 27 May 2010, the shareholders of the Company approved the change of control provision of new notes allowing their holders to require the Company to repurchase their notes in cash upon the occurrence of certain circumstances, for the purpose of article 556 of the Belgian Company Code; the Indenture contains such a change of control provision in respect of the Exchange Notes; on 27 May 2010, the shareholders of the Company also decided that the Company should issue a press release upon the

Page 4

issue of new notes containing a change of control provision as approved by the shareholders and that such press release should include a summary of such provision and indicate the aggregate amount of all outstanding notes of the Company containing such provision; the validity and/or enforceability of the change of control provision contained in the Indenture in respect of the Exchange Notes could be affected if the Company does not issue a press release complying with said decision of the shareholders upon the issue of the Exchange Notes.

Benefit of Opinion

6. This opinion is addressed to you solely in connection with the Offer and, except with our prior written consent, it cannot be transmitted or disclosed to, or used or relied upon by, any other person or used or relied upon by you for any other purpose.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Yours faithfully,

/s/ Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP

Page 5

SCHEDULE 1

Name	Jurisdiction of Organization
Delhaize US Holding, Inc.	Delaware, U.S.A.
Delhaize America, LLC.	North Carolina, U.S.A.
Food Lion, LLC	North Carolina, U.S.A.
Boney Wilson & Sons, Inc.	North Carolina, U.S.A.
Risk Management Services, Inc.	North Carolina, U.S.A.
Hannbro Company	Maine, U.S.A.
Hannaford Licensing Corp.	Maine, U.S.A.
Hannaford Bros. Co.	Maine, U.S.A.
Victory Distributors, Inc.	Massachusetts, U.S.A.
Kash n’ Karry Food Stores, Inc.	Delaware, U.S.A.
FL Food Lion, Inc.	Florida, U.S.A.
Martin’s Foods of South Burlington, Inc.	Vermont, U.S.A.
J. H. Harvey Co., LLC	Georgia, U.S.A.

Page 6

SCHEDULE 2

PART I

1. The indenture dated 8 October 2010 between the Company and The Bank of New York Mellon as Trustee, containing the terms and conditions of the Original Notes and the Exchange Notes (the Indenture).

PART II

1. The Registration Statement on Forms F-4 and S-4 to be filed by the Company with the Securities and Exchange Commission on or about January 7, 2011;

2. The form of global note representing the Exchange Notes attached to the Indenture as Exhibit B (the Global Note Form);

3. The co-ordinated version of the articles of association of the Company (statuts/statuten) dated 1 July 2010 (the Articles);

4. A certificate dated [—] issued by the Clerk of the Commercial Court of Brussels stating that the Company has not been declared bankrupt nor filed an application for a judicial reorganisation (reorganisation judiciaire/gerechtelijke reorganisatie) over the last five years;

5. An extract of the minutes of the shareholders meeting of the Company held on 27 May 2010 and written evidence (i.e. the publication in the Annexes to the Belgian State Gazette dated 19 July 2010) of the filing with the Clerk of the Commercial Court of Brussels of the relevant decisions recorded in such minutes, for the purpose of article 556 of the Belgian Company Code;

6. An extract of the minutes of a meeting of the board of directors of the Company held on 11 August 2010 authorising, among other things, the issue of the Exchange Notes in the context of the Offer and the execution of the Indenture, and granting to Stéfan Descheemaeker, CFO of the Company, the authority to execute certain other documents in the context of the Offer; and

7. The power of attorney dated [—] 2010 pursuant to which [Mr. Stefaan Descheemaeker, CFO of the Company,] sub-delegated his powers of attorney received pursuant to the board meeting referred to in 8 above to [Miguel Silva Gonzalez and Garret Bowne], each with the power to act individually.

*

Page 7

EX-5.2

Exhibit 5.2

HUNTON & WILLIAMS LLP 1900 K STREET, N.W. WASHINGTON, D.C. 20006-1109   TEL     202 • 955 • 1500 FAX    202 • 778 • 2201   FILE NO: 74604.0000012

January 7, 2011

Etablissements Delhaize Frères et

Cie “Le Lion” (Groupe Delhaize)

Square Marie Curie 40

1070 Brussels

Belgium

Re:	Registration Statement on Form F-4 Relating to
	$827,163,000 5.70% Senior Notes Due 2040 and Guarantees

Ladies and Gentlemen:

We have acted as U.S. counsel to Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme) (the “Company”), and its subsidiaries listed on Schedule 1 attached hereto (the “Guarantors”) in connection with the registration pursuant to a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by the Company and the Guarantors of (i) the Company’s offer to exchange (such offer, as described in the Prospectus (defined below) the “Exchange Offer”) all the outstanding $827,163,000 aggregate principal amount of the Company’s 5.70% Senior Notes due October 1, 2040 issued on October 8, 2010 (the “Original Notes”) for $827,163,000 aggregate principal amount of the Company’s 5.70% Senior Notes due October 1, 2040 registered under the Securities Act (the “Exchange Notes” and together with the Original Notes, the “Notes”); and (ii) the Guarantees (as defined below). The Original Notes are, and the Exchange Notes will be, issued under an indenture, dated as of October 8, 2010 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). Guarantees by the Guarantors that will cover the Exchange Notes (the “Guarantees”) are made by the Guarantors under a cross guarantee agreement, dated as of May 21, 2007 (as supplemented from time to time, the “Cross Guarantee Agreement”), by and among the Company and the Guarantors. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus (as defined below), other than the enforceability of the Exchange Notes and the Guarantees. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.

January 7, 2011

Page 2

The Exchange Notes and the Guarantees will be issued in exchange for the Original Notes and the guarantees covering the Original Notes, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and the letter of transmittal filed as Exhibit 99.1 to the Registration Statement. The Indenture, the Exchange Notes and the Cross Guarantee Agreement are referred to herein collectively as the “Operative Documents.”

Delhaize US Holding, Inc., a Delaware corporation (“Delhushold”), Kash n’ Karry Food Stores, Inc., a Delaware corporation (“Kash n’ Karry”), J.H. Harvey Co., LLC, a Georgia limited liability company (“Harvey”), and FL Food Lion, Inc., a Florida corporation (“FL Food Lion”), are referred to herein as the “Covered Guarantors.”

In connection with this letter, we have examined originals or certified copies of such corporate records of each of the Company and the Covered Guarantors and other certificates and documents of officials of each of the Company and the Covered Guarantors, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that, as of the date hereof:

1. When the Exchange Notes have been duly executed, issued, authenticated and delivered by or on behalf of the Company against the due tender and delivery of an equal principal amount of the Original Notes in the manner contemplated by the Registration Statement and in accordance with the terms of the Indenture, the Exchange Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

2. The Guarantees have been duly authorized by all necessary corporate action of the Covered Guarantors and, when the Exchange Notes have been duly executed, issued, authenticated and delivered by or on behalf of the Company against the due tender and delivery of an equal principal amount of the Original Notes in the manner contemplated by the Registration Statement and in accordance with the terms of the Indenture, the Guarantees will be legally valid and binding obligations of the Guarantors, enforceable against each of them in accordance with their respective terms.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the State of New York, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Georgia and the Business Corporation Act

January 7, 2011

Page 3

of the State of Florida. Various matters concerning the Laws of: Belgium are addressed in the opinion of Freshfields Bruckhaus Deringer, Brussels, Belgium; North Carolina are addressed in the opinion of the General Counsel of Delhaize America, LLC, Salisbury, North Carolina; Maine are addressed in the opinion of the in-house counsel of Hannaford Bros. Co., Scarborough, Maine; Massachusetts are expressed by Verrill Dana LLP, Portland, Maine; and Vermont are addressed by Pierson Wadhams Quinn Yates & Coffrin, Burlington, Vermont. We express no opinion with respect to those matters herein and, to the extent elements of those opinions are necessary to the conclusions expressed herein, we have assumed such matters.

B. The opinions in paragraphs 1 and 2 relating to the enforceability of the Exchange Notes and the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar law relating to or affecting the rights and remedies of creditors, or the judicial application of foreign Laws or governmental actions affecting creditors rights; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; (iv) we express no opinion concerning the enforceability of: (a) the waiver of rights or defenses contained in Section 6.12 of the Indenture; (b) any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (c) any provision permitting upon, acceleration of the Exchange Notes, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; or (d) any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment rendered in another currency.

C. With your consent, we have assumed: (i) that the Operative Documents have been duly authorized, executed and delivered, as applicable, by the Company and the Guarantors (other than the Covered Guarantors) under the Laws of their respective jurisdictions of organization; (ii) that the Indenture has been duly authorized, executed and delivered by, and constitutes a legally valid and binding obligation of, the Trustee, enforceable against it in accordance with its terms; and (iii) that the status of the Operative Documents as legally valid and binding obligations of the respective parties thereto is not affected by any: (a) breaches of, or defaults under, agreements or instruments; (b) violations of statutes, rules, regulations or court or governmental orders; or (c) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

January 7, 2011

Page 4

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Sincerely,

/s/ Hunton & Williams LLP

SCHEDULE 1

Name	Jurisdiction of Organization
Delhaize US Holding, Inc.	Delaware
Delhaize America, LLC	North Carolina
Food Lion, LLC	North Carolina
Boney Wilson & Sons, Inc.	North Carolina
Risk Management Services, Inc.	North Carolina
Hannbro Company	Maine
Hannaford Licensing Corp.	Maine
Hannaford Bros. Co.	Maine
Victory Distributors, Inc.	Massachusetts
Kash n’ Karry Food Stores, Inc.	Delaware
FL Food Lion, Inc.	Florida
Martin’s Foods of South Burlington, Inc.	Vermont
J. H. Harvey Co., LLC	Georgia

EX-5.3

Exhibit 5.3

January 7, 2011

Etablissements Delhaize Frères et

Cie “Le Lion” (Groupe Delhaize)

Square Marie Curie 40

1070 Brussels

Belgium

Re:	Registration Statement on Form F-4 Relating to
	$827,163,000 5.70% Senior Notes Due 2040 and Guarantees

Ladies and Gentlemen:

I am the Assistant General Counsel of Delhaize America, LLC, a limited liability company organized under the laws of the State of North Carolina (the “Company”), and am familiar with matters pertaining to the registration pursuant to a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme) (“Parent”), and its subsidiaries listed on Schedule 1 attached hereto, including the Covered Guarantors (defined below) (the “Guarantors”), of (i) Parent’s offer to exchange (such offer, as described in the Prospectus (defined below) the “Exchange Offer”) all outstanding $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 issued on October 8, 2010 (the “Original Notes”) for new $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 registered under the Securities Act (the “Exchange Notes” and together with the Original Notes, the “Notes”); and (ii) the Guarantees (defined below). The Original Notes are, and the Exchange Notes will be, issued under an indenture, dated as of October 8, 2010 (the “Indenture”), between Parent and The Bank of New York Mellon, as trustee (the “Trustee”). Guarantees by the Guarantors that will cover the Exchange Notes (the “Guarantees”) are made by the Guarantors under a cross guarantee agreement, dated as of May 21, 2007 (as supplemented from time to time, the “Cross Guarantee Agreement”), by and among Parent and the Guarantors. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.

The Exchange Notes and the Guarantees will be issued in exchange for the Original Notes and the guarantees covering the Original Notes, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and the letter

January 7, 2011

Page 2

of transmittal filed as Exhibit 99.1 to the Registration Statement. The Company, Food Lion, LLC, a North Carolina limited liability accompany (“Food Lion”), Boney Wilson & Sons, Inc., a North Carolina corporation (“Boney”), and Risk Management Services, Inc., a North Carolina corporation (“RMS”), are referred to herein as the “Covered Guarantors.”

In connection with this letter, I have examined the Registration Statement and the Prospectus contained therein, the Indenture and the Cross Guarantee Agreement. The Indenture and the Cross Guarantee Agreement are referred to herein collectively as the “Operative Documents.” I have also examined and relied upon originals or copies certified or otherwise identified to my satisfaction, of such records, documents and other instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In such opinions, I have assumed the genuineness of all signatures other than with respect to the Covered Guarantors, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or photostatic copies. I have also assumed the legal capacity of natural persons, and the corporate or other power and due authorization of each Person not a natural person to other than the Covered Guarantors, execute and deliver each Operative Document to which it is a party and to consummate the transactions contemplated by each Operative Document to which it is a party, due execution and delivery of each Operative Document by all parties thereto, other than the Covered Guarantors, and that each Operative Document constitutes the legal, valid and binding obligation of each party thereto, other than with respect to the Covered Guarantors, enforceable against such party in accordance with its terms. Except as expressly provided for herein, I have made no investigation or review of any matters relating to the Covered Guarantors or any other Person.

I am admitted to the practice of law in the State of North Carolina and do not hold myself out as an expert on the laws of any jurisdiction other than the laws of the State of North Carolina. I express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions of the State of North Carolina.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that as of the date hereof:

1. Each of the Company, Boney and RMS has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of North Carolina. Food Lion has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of North Carolina.

2. Each of the Covered Guarantors has the corporate or other entity power to make the Guarantees and enter into the Cross-Guarantee Agreement.

January 7, 2011

Page 3

3. The Cross Guarantee Agreement and the Guarantees have been duly and validly authorized by each of the Covered Guarantors; and the Cross Guarantee Agreement has been duly and validly executed and delivered by each of the Covered Guarantors.

This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other Person, or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ G. Linn Evans

G. Linn Evans

SCHEDULE 1

Name	Jurisdiction of Organization
Delhaize US Holding, Inc.	Delaware
Delhaize America, LLC	North Carolina
Food Lion, LLC	North Carolina
Boney Wilson & Sons, Inc.	North Carolina
Risk Management Services, Inc.	North Carolina
Hannbro Company	Maine
Hannaford Licensing Corp.	Maine
Hannaford Bros. Co.	Maine
Victory Distributors, Inc.	Massachusetts
Kash n’ Karry Food Stores, Inc.	Delaware
FL Food Lion, Inc.	Florida
Martin’s Foods of South Burlington, Inc.	Vermont
J. H. Harvey Co., LLC	Georgia

EX-5.4

Exhibit 5.4

January 7, 2011

Etablissements Delhaize Frères et

Cie “Le Lion” (Groupe Delhaize)

Square Marie Curie 40

1070 Brussels

Belgium

Re:	Registration Statement on Form F-4 Relating to
	$827,163,000 5.70% Senior Notes Due 2040 and Guarantees

Ladies and Gentlemen:

I am in-house counsel to Hannaford Bros. Co., a Maine corporation (the “Company”) and a wholly-owned subsidiary of Delhaize America, LLC, a North Carolina limited liability company (“DZA”), and am familiar with matters pertaining to the registration pursuant to a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme) (“Parent”), and its subsidiaries listed on Schedule 1 attached hereto, including the Covered Guarantors (defined below) (the “Guarantors”), of (i) Parent’s offer to exchange (such offer, as described in the Prospectus (defined below) the “Exchange Offer”) all outstanding $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 issued on October 8, 2010 (the “Original Notes”) for new $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 registered under the Securities Act (the “Exchange Notes” and together with the Original Notes, the “Notes”); and (ii) the Guarantees (defined below). The Original Notes are, and the Exchange Notes will be, issued under an indenture, dated as of October 8, 2010 (the “Indenture”), between Parent and The Bank of New York Mellon, as trustee (the “Trustee”). Guarantees by the Guarantors that will cover the Exchange Notes (the “Guarantees”) are made by the Guarantors under a cross guarantee agreement, dated as of May 21, 2007 (as supplemented from time to time, the “Cross Guarantee Agreement”), by and among Parent and the Guarantors. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.

The Exchange Notes and the Guarantees will be issued in exchange for the Original Notes and the guarantees covering the Original Notes, on the terms set forth in the prospectus contained in the Registration Statement (the “Prospectus”) and the letter of transmittal filed as Exhibit 99.1 to the Registration Statement. The Company, Hannbro Company, a Maine corporation (“Hannbro”), and Hannaford Licensing Corp., a Maine corporation (“HLC”), are referred to herein as the “Covered Guarantors.”

January 7, 2011

Page 2

In connection with this letter, I have examined the Registration Statement and the Prospectus contained therein, the Indenture and the Cross Guarantee Agreement. The Indenture and the Cross Guarantee Agreement are referred to herein collectively as the “Operative Documents.” I have also examined and relied upon originals or copies certified or otherwise identified to my satisfaction of such records, documents and other instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In such opinions, I have assumed the genuineness of all signatures other than with respect to the Covered Guarantors, the authenticity of all documents submitted to me as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or photostatic copies. I have also assumed the legal capacity of natural Persons, the corporate or other power and due authorization of each Person not a natural Person, other than the Covered Guarantors, to execute and deliver each Operative Document to which it is a party and to consummate the transactions contemplated by each such Operative Document, due execution and delivery of each Operative Document by all parties thereto, other than the Covered Guarantors, and that each Operative Document constitutes the legal, valid and binding obligation of each party thereto other than the Covered Guarantors, enforceable against such party in accordance with its terms. Except as expressly provided for herein, I have made no investigation or review of any matters relating to the Covered Guarantors or any other Person.

I am admitted to the practice of law in the State of Maine and do not hold myself out as an expert on the laws of any jurisdiction other than the laws of the State of Maine. I express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the State of Maine.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, I am of the opinion that:

1. Each of the Covered Guarantors is validly existing as a corporation in good standing under the Laws of the jurisdiction of its incorporation.

2. Each of the Covered Guarantors has corporate power to make the Guarantees and to enter into and perform the Cross Guarantee Agreement.

3. The Cross Guarantee Agreement and the Guarantees have been duly and validly authorized by each of the Covered Guarantors, and the Cross Guarantee Agreement has been duly and validly executed and delivered by each of the Covered Guarantors.

This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and I undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other Person, or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

January 7, 2011

Page 3

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Lisa K. Toner

Lisa K. Toner

SCHEDULE 1

Name	Jurisdiction of Organization
Delhaize US Holding, Inc.	Delaware
Delhaize America, LLC	North Carolina
Food Lion, LLC	North Carolina
Boney Wilson & Sons, Inc.	North Carolina
Risk Management Services, Inc.	North Carolina
Hannbro Company	Maine
Hannaford Licensing Corp.	Maine
Hannaford Bros. Co.	Maine
Victory Distributors, Inc.	Massachusetts
Kash n’ Karry Food Stores, Inc.	Delaware
FL Food Lion, Inc.	Florida
Martin’s Foods of South Burlington, Inc.	Vermont
J. H. Harvey Co., LLC	Georgia

EX-5.5

Exhibit 5.5

ONE PORTLAND SQUARE

PORTLAND, MAINE 04112-0586

207-774-4000 • FAX 207-774-7499

www.verrilldana.com

January 7, 2011

Etablissements Delhaize Frères et

Cie “Le Lion” (Groupe Delhaize)

Square Marie Curie 40

1070 Brussels

Belgium

Re:	Registration Statement on Form F-4 Relating to
	$827,163,000 5.70% Senior Notes Due 2040 and Guarantees

Ladies and Gentlemen:

We have acted as special counsel in the Commonwealth of Massachusetts to Victory Distributors, Inc., a Massachusetts corporation (the “Company”) and a wholly-owned subsidiary of Delhaize America, LLC, a North Carolina limited liability company (“DZA”), with respect to certain legal matters in connection with a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme) (“Parent”), and the subsidiaries of Parent listed on Schedule 1 attached hereto, including the Company (the “Guarantors”). The Registration Statement pertains to registration of (i) Parent’s offer to exchange (such offer, as described in the Prospectus (defined below) the “Exchange Offer”) all outstanding $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 issued on October 8, 2010 (the “Original Notes”) for new $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 registered under the Securities Act (the “Exchange Notes”; and together with the Original Notes, the “Notes”); and (ii) the Guarantees (defined below). The Original Notes are, and the Exchange Notes will be, issued under an indenture, dated as of October 8, 2010 (the “Indenture”), between Parent and The Bank of New York Mellon, as trustee. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.

Although we did not represent the Company in connection with its execution and delivery of the Cross-Guarantee Agreement dated as of May 21, 2007 by and among Delhaize Group and its subsidiaries party thereto, including the Company, as supplemented by the Joinder Agreement dated December 18, 2009 by Delhaize US Holding, Inc. (the “Cross Guarantee Agreement”), we have reviewed an executed copy of the Cross Guarantee Agreement and an

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)

January 7, 2011

Page 2

Assistant Secretary’s Certificate executed by the Assistant Secretary of the Company confirming certain facts as of May 21, 2007 including the Company’s Articles of Organization and Bylaws as then in effect and the adoption of resolutions of the Company’s Board of Directors, dated as of May 21, 2007, authorizing, inter alia, the execution and delivery of the Cross Guarantee Agreement.

In our capacity as the Company’s counsel in connection with such registration, we have examined the Registration Statement and the prospectus contained therein (the “Prospectus”), the Indenture and the Cross Guarantee Agreement. The Cross Guarantee Agreement is not governed by Massachusetts Laws (as defined below), and we have assumed for purposes of this opinion the accuracy of the opinions expressed in the Opinion of Hunton & Williams LLP attached as Exhibit 5.2 of the Registration Statement relating to the guarantees by the Guarantors of the Exchange Notes under the Cross Guarantee Agreement (the “Guarantees”). The Indenture, the Exchange Notes and the Cross Guarantee Agreement are referred to herein collectively as the “Operative Documents.”

We have also examined and relied upon originals or copies certified to our satisfaction of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In such opinions, we have assumed the genuineness of all signatures other than with respect to the Company, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to me as certified, conformed or photostatic copies. We have also assumed the legal capacity of natural Persons, the corporate or other power and due authorization of each Person not a natural Person, other than the Company, to execute and deliver each Operative Document to which it is a party and to consummate the transactions contemplated by each such Operative Document, due execution and delivery of each Operative Document by all parties thereto, other than the Company, and that each Operative Document constitutes the legal, valid and binding obligation of each party thereto, enforceable against such party in accordance with its terms. Except as expressly provided for herein, we have made no investigation or review of any matters relating to the Company or any other Person.

We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the Commonwealth of Massachusetts.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Company is validly existing as a corporation in good standing under the Laws of the Commonwealth of Massachusetts. The opinion in this paragraph as to good standing is based solely on a certificate of recent date from the Secretary of the Commonwealth of Massachusetts.

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)

January 7, 2011

Page 3

2. The Company has corporate power to make the Guarantees by it and to enter into and perform the Cross Guarantee Agreement.

3. The Cross Guarantee Agreement and the Guarantees by the Company have been duly authorized by the Company, and the Cross Guarantee Agreement has been duly executed and delivered by the Company.

This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other Person, or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Verrill Dana, LLP

Verrill Dana, LLP

SCHEDULE 1

Name	Jurisdiction of Organization
Delhaize US Holding, Inc.	Delaware
Delhaize America, LLC	North Carolina
Food Lion, LLC	North Carolina
Boney Wilson & Sons, Inc.	North Carolina
Risk Management Services, Inc.	North Carolina
Hannbro Company	Maine
Hannaford Licensing Corp.	Maine
Hannaford Bros. Co.	Maine
Victory Distributors, Inc.	Massachusetts
Kash n’ Karry Food Stores, Inc.	Delaware
FL Food Lion, Inc.	Florida
Martin’s Foods of South Burlington, Inc.	Vermont
J. H. Harvey Co., LLC	Georgia

EX-5.6

Exhibit 5.6

Pierson Wadhams Quinn Yates & Coffrin

253 South Union Street

Burlington, Vermont 05401

January 7, 2011

Etablissements Delhaize Frères et

Cie “Le Lion” (Groupe Delhaize)

Square Marie Curie 40

1070 Brussels

Belgium

Re:	Registration Statement on Form F-4 Relating to
	$827,163,000 5.70% Senior Notes Due 2040 and Guarantees

Ladies and Gentlemen:

We have acted as special counsel in the State of Vermont to Martin’s Foods of South Burlington, Inc., a Vermont corporation (the “Company”), in connection with the registration pursuant to a registration statement on Form F-4 (as may be amended from time to time, the “Registration Statement”), filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), by Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize), a Belgian limited liability company (société anonyme) (“Parent”), and its subsidiaries listed on Schedule 1 attached hereto, including the Company (defined below) (the “Guarantors”), of (i) Parent’s offer to exchange (such offer, as described in the Prospectus (defined below) the “Exchange Offer”) all outstanding $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 issued on October 8, 2010 (the “Original Notes”) for $827,163,000 aggregate principal amount of Parent’s 5.70% Senior Notes due October 1, 2040 registered under the Securities Act (the “Exchange Notes”); and (ii) the Guarantees (defined below). The Original Notes are, and the Exchange Notes will be, issued under an indenture, dated as of October 8, 2010 (the “Indenture”), between Parent and The Bank of New York Mellon, as trustee (the “Trustee”). Guarantees by the Guarantors that will cover the Exchange Notes (the “Guarantees”) are made by the Guarantors under a cross guarantee agreement, dated as of May 21, 2007 (as supplemented from time to time, the “Cross Guarantee Agreement”), by and among Parent and the Guarantors. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Indenture.

In connection with this letter, we have examined the Registration Statement and the Prospectus contained therein, the Indenture and the Cross Guarantee Agreement. The Indenture and the Cross Guarantee Agreement are referred to herein collectively as the “Operative Documents.” We have also examined and relied upon originals or copies certified or otherwise identified to our satisfaction of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In such opinions, we have assumed the genuineness of all signatures other than with respect to the Company, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or

January 7, 2011

Page 2

photostatic copies. We have also assumed the legal capacity of natural Persons, the corporate or other power and due authorization of each Person not a natural Person, other than the Company, to execute and deliver each Operative Document to which it is a party and to consummate the transactions contemplated by each such Operative Document, due execution and delivery of each Operative Document by all parties thereto, other than the Company, and that each Operative Document constitutes the legal, valid and binding obligation of each party thereto other than the Company, enforceable against such party in accordance with its terms. Except as expressly provided for herein, we have made no investigation or review of any matters relating to the Company or any other Person.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Company is validly existing as a corporation in good standing under the Laws of the State of Vermont.

2. The Company has corporate power to make the Guarantees and to enter into and perform the Cross Guarantee Agreement.

3. The Cross Guarantee Agreement and the Guarantees have been duly and validly authorized by the Company, and the Cross Guarantee Agreement has been duly and validly executed and delivered by the Company.

We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of the State of Vermont.

This letter and the matters addressed herein are as of the date hereof or such earlier date as is specified herein, and we undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company or any other Person, or any other circumstance. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Pierson Wadhams Quinn Yates & Coffrin

Pierson Wadhams Quinn Yates & Coffrin

SCHEDULE 1

Name	Jurisdiction of Organization
Delhaize US Holding, Inc.	Delaware
Delhaize America, LLC	North Carolina
Food Lion, LLC	North Carolina
Boney Wilson & Sons, Inc.	North Carolina
Risk Management Services, Inc.	North Carolina
Hannbro Company	Maine
Hannaford Licensing Corp.	Maine
Hannaford Bros. Co.	Maine
Victory Distributors, Inc.	Massachusetts
Kash n’ Karry Food Stores, Inc.	Delaware
FL Food Lion, Inc.	Florida
Martin’s Foods of South Burlington, Inc.	Vermont
J. H. Harvey Co., LLC	Georgia

EX-12.1

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for the periods presented under IFRS.

	Nine Months Ended						Year Ended December 31,
	September 30,
	2010 EUR			2009 EUR			2009 EUR			2008 EUR			2007 EUR			2006 EUR			2005 EUR
Earnings
Profit before tax and discontinued operations		565			568			740			702			605			671			603
Add fixed charges		228			222			292			290			330			373			393
Subtract capitalized interest		(2	)		(2	)		(3	)		(4	)		(3	)		(3	)		(3	)
Earnings		791			788			1 029			988			932			1 041			993
Fixed Charges
Interest expensed and capitalized		152			151			198			203			235			279			304
Add amortized premiums, discounts and capitalized expenses related to indebtedness		3			3			4			6			14			10			10
Add estimate of the interest within rental expense		73			68			90			81			81			84			79
Fixed charges		228			222			292			290			330			373			393
Ratio of earnings to fixed charges		3.46x			3.55x			3.51x			3.41x			2.81x			2.79x			2.53x

EX-15.1

Exhibit 15.1

AWARENESS LETTER OF THE INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with the recommended auditing standards on limited reviews applicable in Belgium, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”, the unaudited interim consolidated financial information of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) SA, for the three-months and nine-months periods ended September 30, 2010 and 2009, and have issued our report dated December 16, 2010. As indicated in such report, because we did not perform an audit, we expressed no opinion on that consolidated financial information.

We are aware that our report referred to above is being incorporated by reference in this Registration Statement.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Diegem, December 16, 2010

/s/ Michel Denayer

DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Michel Denayer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Forms F-4 and S-4 of our reports dated June 28, 2010, relating to the financial statements of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) S.A. and subsidiaries (“Delhaize Group”), and management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 20-F of Delhaize Group for the year ended December 31, 2009 (which report on the consolidated financial statements expresses an unqualified opinion and contains an explanatory paragraph relating to differences between International Financial Reporting Standards and accounting principles generally accepted in the United States of America), and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

Diegem, December 16, 2010

The statutory auditor

/s/ Michel Denayer

DELOITTE Bedrijfsrevisoren / Reviseurs d’Enterprises

BV o.v.v.e. CVBA / SC s.f.d. SCRL

Represented by Michel Denayer

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
101 Barclay Street New York, NY	10286
(Address of principal executive offices)	(Zip code)

(Name, address and telephone number of agent for service)

Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize)

(Exact name of obligor as specified in its charter)**

Delhaize Brothers and Co. “The Lion” (Delhaize Group)

(Translation of obligor’s name into English)

** The obligor’s charter (articles of association) specifies the obligor’s name in French, Dutch and English.

Belgium	Square Marie Curie 40 1070 Brussels Belgium	98-0226019
(State or other jurisdiction of incorporation or organization)	(Address of principal executive offices)	(I.R.S. employer identification no.)

See Table of Additional Obligors Below

5.70% Senior Notes due 2040

(Title of the indenture securities)

TABLE OF ADDITIONAL OBLIGORS

Name	State or Other Jurisdiction of Incorporation	I.R.S. Employer Identification No.
Delhaize US Holding, Inc. (1)	Delaware	27-1348010
Delhaize America, LLC (1)	North Carolina	56-0660192
Food Lion, LLC (1)	North Carolina	56-2173154
Hannaford Bros. Co. (2)	Maine	01-0085930
Kash n’ Karry Food Stores, Inc. (3)	Delaware	95-4161591
FL Food Lion, Inc. (1)	Florida	56-2051565
Risk Management Services, Inc. (1)	North Carolina	55-0660192
Hannbro Company (4)	Maine	01-0531895
Martin’s Foods of South Burlington, Inc. (4)	Vermont	03-0222879
Boney Wilson & Sons, Inc. (4)	North Carolina	56-0709778
J.H. Harvey Co., LLC (1)	Georgia	05-0582869
Hannaford Licensing Corp. (4)	Maine	01-0512079
Victory Distributors, Inc. (4)	Massachusetts	04-2440100

(1) The address and telephone number of the principal executive offices of these registrants is P.O. Box 1330, 2110 Executive Drive, Salisbury, North Carolina 28145-1330, (704) 633-8250.

(2) The address and telephone number of the principal executive offices of this registrant is 145 Pleasant Hill Road, Scarborough, Maine 04074, (207) 883-2911.

(3) The address and telephone number of the principal executive offices of this registrant is 3801 Sugar Palm Drive, Tampa Florida 33619, (813) 620-1139.

(4) The address and telephone number of the principal executive offices of these registrants is 145 Pleasant Hill Road, Scarborough, Maine 04074, (207) 885-3071.

* This registration statement comprises a filing on Form F-4 with respect to the securities of Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) and a filing on Form S-4 with respect to the securities of all other registrants.

- 2 -

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195)

4. A copy of the existing By-laws of the Trustee.

6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-106702.)

- 3 -

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 4 -

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in London, the United Kingdom, on the 7^th day of January, 2011.

THE BANK OF NEW YORK MELLON
By:	/s/ Trevor Blewer
Name:	Trevor Blewer
Title:	Vice President

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Exhibit 4

BY-LAWS

of

The Bank of New York Mellon

As amended and Restated through October 12, 2010

Table of Contents

		Page No.
ARTICLE I	STOCKHOLDERS		1
Section 1.1.	Annual Meeting		1
Section 1.2.	Special Meetings		1
Section 1.3.	Notice of Meetings		1
Section 1.4.	Quorum of Stockholders		1
ARTICLE II	BOARD OF DIRECTORS		2
Section 2.1.	Number of Directors		2
Section 2.2.	Eligibility		2
Section 2.3.	Meetings of the Board		2
Section 2.4.	Quorum of Directors and Action by the Board		3
Section 2.5.	Removal of Directors		3
Section 2.6.	Vacancies		3
Section 2.7.	Compensation		3
Section 2.8.	Minutes		3
Section 2.9.	Reports		3
Section 2.10.	Action without a Meeting		3
ARTICLE III	EXECUTIVE COMMITTEE		3
Section 3.1.	Membership		3
Section 3.2.	Time and Place of Meetings		3
Section 3.3.	Special Meetings		4
Section 3.4.	Quorum		4
Section 3.5.	Compensation		4
Section 3.6.	Minutes		4
Section 3.7.	Reports		4
ARTICLE IV	OTHER COMMITTEES		4
Section 4.1.	Examining Committee		4
Section 4.2.	Other Committees of Directors, Officers and/or Other Persons		4
Section 4.3.	Compensation		5
Section 4.4.	Manner of Acting		5
ARTICLE V	OFFICERS		5
Section 5.1.	Principal Executive Officers		5
Section 5.2.	Senior Executive Officers		5
Section 5.3.	Other Senior Officers		5

- i -

Section 5.4.	Appointed Officers	5
Section 5.5.	Bonds	6
Section 5.6.	General Supervisory Powers	6
Section 5.7.	Executive Officers	6
Section 5.8.	Senior Vice Presidents, Managing Directors, First Vice Presidents and Vice Presidents	6
Section 5.9.	Secretary	6
Section 5.10.	Treasurer	6
Section 5.11.	Comptroller	6
Section 5.12.	Auditor	7
Section 5.13.	Other Officers	7
ARTICLE VI	SIGNING AUTHORITIES	7
Section 6.1.	[Intentionally Omitted]	7
Section 6.2.	Senior Signing Powers	7
Section 6.3.	Limited Signing Powers	7
Section 6.4.	Powers of Attorney	7
Section 6.5.	Auditor	8
ARTICLE VII	INDEMNIFICATION	8
Section 7.1.	Indemnification	8
Section 7.2.	Other Indemnification	8
ARTICLE VIII	CAPITAL STOCK	8
Section 8.1.	Certificates of Stock	8
Section 8.2.	Transfer of Certificates	8
Section 8.3.	New Certificates	8
ARTICLE IX	CORPORATE SEAL	9
Section 9.1.	The Seal	9
ARTICLE X	AMENDMENT OF BY-LAWS	9
Section 10.1.	Procedure for Amendments	9

- ii -

BY-LAWS

of

The Bank of New York Mellon

As amended and Restated through October 12, 2010

ARTICLE I

STOCKHOLDERS

Section 1.1. Annual Meeting. The annual meeting of stockholders of The Bank of New York Mellon (hereinafter called the Bank) for the election of directors and the transaction of such other business as properly may be brought before such meeting shall be held within each calendar year at the principal office of the Bank, or such other place as shall be specified in the notice of such meeting, on such day and at such hour as may be fixed by the Board of Directors (hereinafter called the Board).

Section 1.2. Special Meetings. Special meetings of the stockholders of the Bank (hereinafter called the stockholders) may be called by the Board, the Executive Chairman of the Board, the Chief Executive Officer or the President and shall be called upon the written request of the holders of record of a majority of the outstanding shares of stock of the Bank entitled to vote at the meeting requested to be called. Such meetings of stockholders shall be held on such day and at such hour and at such place, within or without the State of New York, as may be fixed by the Board.

Section 1.3. Notice of Meetings. Notice of each meeting of stockholders shall be given in writing, not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting, and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the stockholder at his address as it appears on the record of stockholders.

Notwithstanding the foregoing, notice of meeting need not be given to any stockholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.

Section 1.4. Quorum of Stockholders. The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of stockholders for the transaction of any business. At all meetings of stockholders, a quorum being present, all matters, except as otherwise provided by law or the Organization Certificate of the Bank, shall be authorized by a majority of the votes cast at the meeting by the stockholders present in person or by proxy and entitled to vote thereon. The stockholders present may adjourn the meeting despite the absence of a quorum.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1. Number of Directors. The business of the Bank shall be managed by the Board of Directors (the “Board”) which shall consist of such number of directors, within the minimum and maximum limits prescribed in the Organization Certificate of the Bank, as from time-to-time shall be determined by the vote of a majority of the directors then in office or by the stockholders. In the event of any increase in the number of directors, additional directors shall be elected in the manner herein prescribed for the filling of vacancies. No decrease in the number of directors shall shorten the term of any incumbent director. All directors must possess such qualifications as to stock ownership, citizenship, residence and age as are prescribed by the Banking Law. Directors shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.

Section 2.2. Eligibility. No person shall be eligible for election or reelection as a member of the Board who shall have attained the age of seventy years.

Section 2.3. Meetings of the Board. An annual meeting of the Board shall be held in each year within fifteen days after the annual meeting of stockholders. Regular meetings of the Board shall be held on such day and at such hour as the directors may fix from time-to-time, and no notice thereof need be given. In case any date for a meeting shall fall on a public holiday, such meeting shall be held on the next succeeding business day. Special meetings of the Board may be held at any time upon the call of the Executive Chairman of the Board or the Chief Executive Officer or, in their absence, a principal executive officer and shall be called upon the written request of any two directors.

Meetings of the Board shall be held at such places within or without the State of New York as may be fixed by the Board. If no place is so fixed, meetings of the Board shall be held at the principal office of the Bank in the City of New York.

Notices of the annual and special meetings of the Board shall be given by delivery, mail, telegraph, facsimile, e-mail, radio or cable to each director at his usual place of business or residence address not later than noon, New York time, on the third day prior to the day on which the meeting is to be held or, if given personally or by telephone, not later than noon, New York time, on the day before the day on which the meeting is to be held.

Notice of a meeting of the Board need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Except for announcement at the meeting, notice of the time and place of any adjourned meeting need not be given.

Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

- 2 -

Section 2.4. Quorum of Directors and Action by the Board. One-third of the entire Board, but in no case less than five directors, shall constitute a quorum for the transaction of business. Except as otherwise required by law, the Organization Certificate of the Bank or these By-laws, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

Section 2.5. Removal of Directors. Any one or more of the directors may be removed for cause by action of the Board. Any or all of the directors may be removed with or without cause by vote of the stockholders.

Section 2.6. Vacancies. All vacancies in the office of director shall be filled by election by the stockholders, except that vacancies not exceeding one-third of the entire Board may be filled by the affirmative vote of a majority of the directors in office and the directors so elected shall hold office for the balance of the unexpired term.

Section 2.7. Compensation. Members of the Board, except members who are officers of The Bank of New York Mellon Corporation or any of its subsidiaries, shall be entitled to receive such compensation and such fees for attendance as the Board shall fix from time-to-time.

Section 2.8. Minutes. Regular minutes of the proceedings of the Board shall be kept in books to be provided for that purpose which shall always be open for the inspection of any director.

Section 2.9. Reports. At each regular meeting of the Board there shall be submitted a report of the concerns and business of the Bank, including such reports as shall be required by law or by regulation of the authorities having jurisdiction over the Bank.

Section 2.10. Action without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, to the extent permitted by law and regulation, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing and such consent is filed with the minutes of the proceedings of the Board or such committee.

ARTICLE III

EXECUTIVE COMMITTEE

Section 3.1. Membership. The Board, by resolution adopted by a majority of the entire Board at its annual meeting, shall designate from among its members an Executive Committee, consisting of not less than five directors, which shall have all the authority of the Board, except as may be otherwise provided by law.

Vacancies in the Executive Committee shall be filled by the Board. The Board may designate one or more directors as alternate members of the Executive Committee who may replace any absent member or members at any meeting of such committee.

Section 3.2. Time and Place of Meetings. There shall be meetings of the Executive Committee at the principal office of the Bank, on such day, at such hour and at such place as the Committee may fix from time-to-time, and no notice thereof need be given.

- 3 -

Section 3.3. Special Meetings. Special meetings of the Executive Committee may be called at any time by the Executive Chairman of the Board or the Chief Executive Officer or, in their absence, a principal executive officer and shall be called upon the written request of any two members of the Committee. Notice of such meetings shall be given or waived as provided in Article II for special meetings of the Board.

Section 3.4. Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Members of the Executive Committee may participate in a meeting of the Executive Committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 3.5. Compensation. The members of the Executive Committee, other than officers of The Bank of New York Mellon Corporation or any of its subsidiaries, shall receive such compensation and fees as the Board may determine from time-to-time.

Section 3.6. Minutes. Regular minutes of the proceedings of the Executive Committee shall be kept in books to be provided for that purpose which shall always be open for the inspection of any director. Minutes of the meetings of the Executive Committee since the previous meeting of the Board shall be submitted at the next regular monthly meeting of the Board.

Section 3.7. Reports. At each meeting of the Executive Committee there shall be submitted a report of the concerns and business of the Bank, including such reports as shall be required by law or by regulation of the authorities having jurisdiction over the Bank.

ARTICLE IV

OTHER COMMITTEES

Section 4.1. Examining Committee. The Board shall appoint an Examining Committee of not less than three of its members, none of whom shall be an officer of The Bank of New York Mellon Corporation or any of its subsidiaries, who shall hold office at the pleasure of the Board. The Committee shall conduct examinations of the affairs of the Bank as required by the Banking Law or as directed by the Board and shall have supervision over the activities of the Auditor. The Committee also shall review the examinations of the Bank made by the regulatory authorities and report to the Board its recommendations with respect thereto.

Section 4.2. Other Committees of Directors, Officers and/or Other Persons. The Board may appoint, or authorize the Executive Chairman or the Chief Executive Officer or, in their absence, a principal executive officer to appoint, from time-to-time, such other committees consisting of directors, officers and/or other persons and having such powers, duties and functions in or relating to the business and affairs of the Bank as the Board may determine. Each such committee and each member thereof shall serve at the pleasure of the Board and, in the case of any committee appointed by the Executive Chairman, the Chief Executive Officer or a principal executive officer, at the pleasure of the Executive Chairman or of the Chief Executive Officer or, in their absence, of a principal executive officer. A majority of all members of any

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such committee may determine the rules of order and procedure of such committee and the time and place of its meetings, unless the Board, or, in the case of any committee appointed by the Executive Chairman, the Chief Executive Officer or a principal executive officer, the Executive Chairman or the Chief Executive Officer or, in their absence, a principal executive officer, shall otherwise provide.

Section 4.3. Compensation. Members of committees, other than officers of The Bank of New York Mellon Corporation or any of its subsidiaries, shall be paid such compensation and such other fees for attendance at meetings as the Board shall determine from time-to-time.

Section 4.4. Manner of Acting. Members of the Examining Committee or other committees of directors, officers and/or other persons appointed by the Board may participate in a meeting of such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE V

OFFICERS

Section 5.1. Principal Executive Officers. The Board at its annual meeting shall elect from its number an Executive Chairman of the Board (hereinafter called the Executive Chairman), who shall serve also as Chairman of the Executive Committee, a Chief Executive Officer, and a President. The Board may designate the Chief Executive Officer or the President, or one of the persons holding titles provided in Section 5.2, to act as and carry the additional title of Chief Operating Officer. Officers elected pursuant to this Section 5.1 shall hold office during the pleasure of the Board, which may fill any vacancy and change the designation of the Chief Operating Officer at any regular or special meeting. Officers elected under this section may be removed with or without cause by the Board.

Section 5.2. Senior Executive Officers. The Board or the Executive Committee shall elect one or more senior executive officers, any of whom may be designated Vice Chairman of the Board, or Senior Executive Vice President and may elect such other officers with such titles as may be specified upon election. The order of seniority shall be determined by the Chief Executive Officer with the approval of the Board or the Executive Committee. Senior executive officers elected under this section may be removed with or without cause by the Board.

Section 5.3. Other Senior Officers. The Board or the Executive Committee shall elect a Secretary; a Treasurer; a Comptroller; a Chief Auditor; and such other officers with such titles as may be specified upon election. The order of seniority shall be determined by the Chief Executive Officer with the approval of the Board or the Executive Committee. The Chief Executive Officer or, in his absence, a principal executive officer, may remove any of the officers elected under this section with or without cause with the approval of the Board or the Executive Committee.

Section 5.4. Appointed Officers. Officers of the Bank carrying titles set forth in this section may be appointed and removed with or without cause by the Chief Executive Officer or, in his absence, by a principal executive officer. Such officers may include one or more

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Executive Vice Presidents; one or more Managing Directors; one or more Senior Vice Presidents; one or more First Vice Presidents; one or more Vice Presidents; one or more Senior Associates; one or more Associates; and such other officers with such titles as may be specified upon appointment.

Section 5.5. Bonds. The Board may require any or all officers or employees to give bonds from time-to-time.

Section 5.6. General Supervisory Powers. The Chief Executive Officer or, in his absence, a principal executive officer, shall have general supervision of the policies and operations of the Bank which shall in every case be subject to the direction and control of the Board.

Section 5.7. Executive Officers. The principal executive officers, the senior executive officers and Executive Vice Presidents shall participate in the supervision of the policies and operations of the Bank as directed by the Chief Executive Officer. In his absence a principal executive officer, or a senior executive officer in the order of seniority determined by the Chief Executive Officer as provided in Section 5.2, shall have general supervision of such policies and operations.

Section 5.8. Senior Vice Presidents, Managing Directors, First Vice Presidents and Vice Presidents. Senior Vice Presidents, Managing Directors, First Vice Presidents and Vice Presidents shall participate in the supervision of operations of the Bank as directed by the Chief Executive Officer. They shall perform such other duties as shall be assigned to them by the Board, the Chief Executive Officer or an executive officer.

Section 5.9. Secretary. The Secretary shall keep the minutes of all meetings of the Board and of the Executive Committee; shall attend to the giving of such notices of meetings as may be required by these By-laws and shall perform all the duties assigned to him or her by the Board or the Chief Executive Officer and in general those duties incident to the office of Secretary. He or she shall have custody of the corporate seal and shall have authority to affix the same to any documents requiring such seal and to attest the same. In the absence of the Secretary, an Assistant Secretary shall act in his or her stead.

Section 5.10. Treasurer. The Treasurer shall have the care and custody of all moneys, funds and other property of the Bank which may come into his or her hands and shall perform such other duties as may be assigned to him or her from time-to-time by the Board or the Chief Executive Officer.

Section 5.11. Comptroller. The Comptroller shall exercise general supervision over, and be responsible for, all matters pertaining to the accounting and bookkeeping of the Bank. He or she shall keep the permanent records of property and indebtedness and of all transactions bearing on the financial affairs of the Bank. The Comptroller shall perform such additional duties as shall be assigned to him or her by the Board or the Chief Executive Officer. He shall at any time on the request of any three directors report to the Board or the Executive Committee such matters concerning the affairs of the Bank as, in his, her or their judgment, should be brought to the attention of the directors.

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Section 5.12. Auditor. The Auditor shall report, through the Examining Committee, to the Board. He or she shall be responsible for the planning and direction of the internal auditing function and the evaluation of the internal control safeguards of the Bank. He or she shall perform such additional duties as shall be assigned by the Board, the Examining Committee or the Chief Executive Officer.

Section 5.13. Other Officers. All officers whose duties are not described by these By-laws shall perform such duties as may be designated by the Chief Executive Officer or any officer authorized by him or her to do so.

ARTICLE VI

SIGNING AUTHORITIES

Section 6.1. [Intentionally Omitted]

Section 6.2. Senior Signing Powers. The Chief Executive Officer, the President, any Vice Chairman, any Senior Executive Vice President and any Executive Vice President is authorized to accept, endorse, execute or sign any document, instrument or paper in the name of, or on behalf of, the Bank in all transactions arising out of, or in connection with, the normal course of the Bank’s business or in any fiduciary, representative or agency capacity and, when required, to affix the seal of the Bank thereto. In such instances as in the judgment of the Chief Executive Officer, the President, any Vice Chairman, any Senior Executive Vice President or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing, including email and other forms of electronic communication or approval, from time-to-time any other officer to have the powers set forth in this section applicable only to the performance or discharge of the duties of such officer within his or her particular division or function. Any officer of the Bank authorized in or pursuant to Section 6.3 to have any of the powers set forth therein, other than the officer signing pursuant to this Section 6.2, is authorized to attest to the seal of the Bank on any documents requiring such seal.

Section 6.3. Limited Signing Powers. In such instances as in the judgment of the Chief Executive Officer, the President, any Vice Chairman, any Senior Executive Vice President, or any Executive Vice President may be proper and desirable, any one of said officers may authorize in writing, including email and other forms of electronic communication or approval, from time to time any other officer, employee or individual to have the limited signing powers or limited power to affix the seal of the Bank to specified classes of documents set forth in a resolution of the Board applicable only to the performance or discharge of the duties of such officer, employee or individual within his or her division or function.

Section 6.4. Powers of Attorney. All powers of attorney on behalf of the Bank shall be executed by any officer of the Bank jointly with the Chief Executive Officer, the President, any Vice Chairman, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President or any Managing Director, provided that the execution by such Senior Vice President or Managing Director of said Power of Attorney shall be applicable only to the performance or discharge of the duties of such officer within his or her particular division or function. Any such power of attorney may, however, be executed by any officer or officers or person or persons who may be specifically authorized to execute the same by the Board of

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Directors and, at foreign branches only, by any two officers provided one of such officers is the Branch Manager.

Section 6.5. Auditor. The Chief Auditor or any officer designated by the Chief Auditor is authorized to certify in the name of, or on behalf of the Bank, in its own right or in a fiduciary or representative capacity, as to the accuracy and completeness of any account, schedule of assets, or other document, instrument or paper requiring such certification.

ARTICLE VII

INDEMNIFICATION

Section 7.1. Indemnification. Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, is or was a director, trustee, officer or employee of the Bank or serves or served any other corporation in any capacity, at the request of the Bank, shall be indemnified by the Bank and the Bank may advance his related expenses, to the full extent permitted by law. For purposes of this Article VII, the Bank may consider the term “Bank” to include any corporation which has been merged or consolidated into the Bank or of which the Bank has acquired all or substantially all the assets in a transaction requiring authorization by the shareholders of the corporation whose assets were acquired.

Section 7.2. Other Indemnification. The foregoing provisions of this Article VII shall apply in respect of all alleged or actual causes of action accrued before, on or after September 1, 1964, except that, as to any such cause of action which accrued before such date, the Bank may provide, and any person concerned shall be entitled to, indemnification under and pursuant to any statutory provision or principle of common law in effect prior to such date, all to the extent permitted by law.

ARTICLE VIII

CAPITAL STOCK

Section 8.1. Certificates of Stock. Certificates of stock shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary and may bear the seal of the Bank. The signatures and the seal may be facsimile to the extent permitted by law. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Bank with the same effect as if he were such officer at the date of issue.

Section 8.2. Transfer of Certificates. Separate books of transfer shall be kept in which transfers of shares of stock shall be entered by the person entitled to make such transfer or his attorney-in-fact, upon surrender of the certificate for the shares to be transferred in proper form for such transfer.

Section 8.3. New Certificates. No new certificate shall be issued until the former certificate is cancelled except when a certificate is lost or destroyed a new certificate may be issued on such terms as the Board may prescribe.

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ARTICLE IX

CORPORATE SEAL

Section 9.1. The Seal. The Board shall provide a corporate seal for the Bank which may be affixed to any document, certificate or paper and attested by such individuals as provided by these By-laws or as the Board may from time-to-time determine.

ARTICLE X

AMENDMENT OF BY-LAWS

Section 10.1. Procedure for Amendments. By-laws of the Bank may be adopted, amended or repealed by vote of the stockholders entitled to vote in any election of directors. By-laws may also be adopted, amended or repealed by a majority of all the directors then in office. Any By-law adopted by the Board may be amended or repealed by the stockholders entitled to vote thereon as hereinabove provided. If any By-law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of stockholders for the election of directors the By-law so adopted, amended or repealed, together with a concise statement of the changes made.

I,                              Secretary of The Bank of New York Mellon, New York, N.Y. 10286, do hereby certify that the foregoing is a complete, true and correct copy of the By-laws of The Bank of New York Mellon, and that the same are in full force and effect at this date.

Secretary

Dated:

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Exhibit 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2010, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,892,000
Interest-bearing balances		71,640,000
Securities:
Held-to-maturity securities		3,857,000
Available-for-sale securities		55,342,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		18,000
Securities purchased under agreements to resell		778,000
Loans and lease financing receivables:
Loans and leases held for sale		16,000
Loans and leases, net of unearned income		24,990,000
LESS: Allowance for loan and lease losses		517,000
Loans and leases, net of unearned income and allowance		24,473,000
Trading assets		8,311,000
Premises and fixed assets (including capitalized leases)		1,140,000
Other real estate owned		7,000
Investments in unconsolidated subsidiaries and associated companies		916,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,371,000
Other intangible assets		1,852,000
Other assets		13,262,000
Total assets		190,875,000
LIABILITIES
Deposits:
In domestic offices		64,871,000
Noninterest-bearing		34,508,000
Interest-bearing		30,363,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		80,811,000
Noninterest-bearing		2,198,000
Interest-bearing		78,613,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		3,192,000
Securities sold under agreements to repurchase		27,000
Trading liabilities		9,222,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		2,228,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		11,236,000
Total liabilities		175,077,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,565,000
Retained earnings		6,545,000
Accumulated other comprehensive income		-809,000
Other equity capital components		0
Total bank equity capital		15,436,000
Noncontrolling (minority) interests in consolidated subsidiaries		362,000
Total equity capital		15,798,000
Total liabilities and equity capital		190,875,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Robert P. Kelly Gerald L. Hassell Catherine A. Rein ]

EX-99.1

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your broker, bank manager, lawyer, accountant, investment advisor or other professional.

This document relates to an exchange offer (the “Exchange Offer”) made by Etablissements Delhaize Frères et Cie “Le Lion” (Groupe Delhaize) (“Delhaize Group” or the “Company”). The Exchange Offer is described in the Prospectus dated January , 2011 (the “Prospectus”) and in this Letter of Transmittal (this “Letter of Transmittal”). All terms and conditions contained in the Prospectus are deemed to be incorporated in and form a part of this Letter of Transmittal, unless otherwise defined herein. Therefore, you are urged to read the Prospectus carefully. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to below as the “Terms and Conditions.”

LETTER OF TRANSMITTAL

relating to

ETABLISSEMENTS DELHAIZE FRÈRES

ET CIE “LE LION” (GROUPE DELHAIZE)

(“Delhaize Group”)

Offer to Exchange

any and all Outstanding

5.70% Senior Notes due 2040 of Delhaize Group

CUSIP Nos. 24668PAD9 and B3344DAA6

(the “Original Notes”)

for

5.70% Senior Notes due 2040 of Delhaize Group

CUSIP No. 24668PAE7

which have been registered under the Securities Act of 1933, as amended

(the “Exchange Notes”)

pursuant to the terms of the Prospectus, dated January , 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011, UNLESS EXTENDED OR EARLIER TERMINATED IN ACCORDANCE WITH THE PROSPECTUS (AS IT MAY BE EXTENDED OR EARLIER TERMINATED, THE “EXPIRATION DATE”). TENDERS OF ORIGINAL NOTES MAY BE WITHDRAWN ANYTIME PRIOR TO EXPIRATION DATE.

To participate in this Exchange Offer, the tendering holder must represent to us that (i) the Exchange Notes to be received by it will be acquired in the ordinary course of its business; (ii) at the time of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes; (iii) it has not engaged in, and does not intend to engage in, the distribution of the Exchange Notes; and (iv) unless it is our affiliate, it is not a broker-dealer that acquired Original Notes for its own account as a result of market-making or other trading activities

Each holder of Original Notes wishing to accept the Exchange Offer, except holders of Original Notes executing their tenders through the Automated Tender Offer Program (“ATOP”) procedures of The Depository Trust Company (“DTC”), should complete, sign and submit this Letter of Transmittal to the Exchange Agent, The Bank of New York Mellon (the “Exchange Agent”), on or prior to the Expiration Date.

The Exchange Agent for the exchange offer is:

The Bank of New York Mellon

For Delivery by Mail, Hand or Overnight Delivery:

The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Attention: Les Cummings

For Facsimile Transmission

(for eligible institutions only):

+ 44 207 964 2536

Attention: Les Cummings

To Confirm by Telephone or for Information Call:

+ 44 207 964 4958

Delivery of this Letter of Transmittal to an address, or transmission hereof via a facsimile number, other than as set forth above or in accordance with the instructions herein, will not constitute valid delivery. The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

This Letter of Transmittal may be used to accept the Exchange Offer, if Original Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through DTC’s ATOP procedures. Unless you intend to tender Original Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with the certificates for the Original Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offer.

Holders of Original Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute the tender through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the Expiration Date. DTC will verify such acceptance, execute a book-entry transfer of the tendered Original Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation,” which shall include an agent’s message. An “agent’s message” is a message, transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Original Notes that the participant has received and agrees to be bound by the terms of the Letter of Transmittal as an undersigned thereof and that Delhaize Group may enforce such agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, eligible holders who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

Subject to the Terms and Conditions and applicable law, in exchange for Original Notes accepted for tender, Delhaize Group will issue a like principal amount of Exchange Notes. Outstanding Original Notes may be exchanged only in a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof. Exchange Notes will be issued only in a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof.

2

Exchange Notes will be issued by deposit in book-entry form with the Exchange Agent to tendering holders. Accordingly, holders who anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for receipt, on such holder’s behalf, of any Exchange Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant and account information in this Letter of Transmittal.

The Exchange Notes will be issued in exchange for Original Notes in the Exchange Offer, if consummated, by the third business day following the Expiration Date or as soon as practicable thereafter (the “Exchange Date”).

The Exchange Agent will act as agent for the tendering holders of Original Notes for the purpose of receiving Exchange Notes (in book-entry form) from Delhaize Group, and delivering the Exchange Notes (in book-entry form) to or at the direction of those holders. The Exchange Agent will make this delivery on the Exchange Date or as soon thereafter as practicable.

CERTAIN OFFER RESTRICTIONS

United Kingdom

This Letter of Transmittal, the Exchange Offer, the Prospectus and any other offer material relating to the Exchange Offer are each a communication falling within section 21(1) of the UK Financial Services and Markets Act 2000 having the benefit of an exemption to the applicable restrictions regarding financial promotion pursuant to Articles 19 and 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) and are, therefore, only made to, or directed at, persons falling within those articles of the Order and any other persons to whom this Letter of Transmittal, the Exchange Offer, the Prospectus and such other offer material can otherwise be lawfully communicated (together being referred to as “relevant persons” in this paragraph), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this Letter of Transmittal, the Exchange Offer, the Prospectus or such other offer material are available only to relevant persons and will be engaged in only with relevant persons.

Belgium

The Exchange Offer is not being made, directly or indirectly, in Belgium and has not been submitted to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) pursuant to applicable Belgian laws and regulations.

3

TENDER OF ORIGINAL NOTES

To effect a valid tender of Original Notes through the completion, execution and delivery of a Letter of Transmittal, the undersigned must complete the tables below entitled “Description of Original Notes Tendered” and sign the Letter of Transmittal where indicated.

Exchange Notes will be delivered only in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below, on the Exchange Date or as soon as practicable thereafter. Failure to provide the information necessary to effect delivery of Exchange Notes will render such holder’s tender defective and Delhaize Group will have the right, which it may waive, to reject such tender without notice.

DESCRIPTION OF ORIGINAL NOTES TENDERED

(see Instructions 2 and 3)

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Original Notes Being Tendered	Name of DTC Participant and Participant’s Account Number in which Original Notes are held and the corresponding Exchange Notes are to be delivered.	Aggregate Principal Amount of Original Notes*
5.70% Notes due 2040 (CUSIP: 24668PAD9 and B3344DAA6)

* The principal amount of Original Notes tendered hereby must be in a minimum denomination of $1,000 or an integral multiple of $1,000 in excess thereof. See Instruction 3.

4

Note: Signatures must be provided below

Please read the accompanying Instructions carefully.

Ladies and Gentlemen:

The undersigned hereby tenders to Delhaize Group the aggregate principal amount of Original Notes indicated in the table above entitled “Description of Original Notes Tendered.”

If the undersigned is not the Registered Holder (as defined below, see Instruction 4), or such holder’s legal representative or attorney-in-fact, in order to validly tender its Original Notes, the undersigned must obtain a properly completed irrevocable proxy that authorizes the undersigned (or the undersigned’s legal representative or attorney-in-fact) to tender such Original Notes on behalf of the holder thereof, and such proxy must be delivered with this Letter of Transmittal.

Delhaize Group’s obligation to complete the exchange offer with respect to Original Notes is conditioned on certain customary conditions, although Delhaize Group may waive in its discretion any such condition with respect to the exchange offer. If the exchange offer is consummated, Exchange Notes will be issued under the indenture, as supplemented, (the “Delhaize Group Indenture”) with The Bank of New York Mellon as trustee (the “Trustee”).

The undersigned understands that Original Notes validly tendered and not withdrawn (or defectively tendered Original Notes with respect to which Delhaize Group has, or has caused to be, waived such defect) will be deemed to have been accepted by Delhaize Group if, as and when Delhaize Group gives oral or written notice thereof to the Exchange Agent. The undersigned understands that subject to the Terms and Conditions, Original Notes accepted by Delhaize Group in accordance with such Terms and Conditions will be exchanged for Exchange Notes. The undersigned understands that, under certain circumstances, Delhaize Group may not be required to accept any of the Original Notes tendered. If any Original Notes are not accepted for exchange for any reason (or if Original Notes are validly withdrawn), such unexchanged (or validly withdrawn) Original Notes will be returned without expense to the undersigned’s account at DTC or such other account as designated herein pursuant to the book-entry transfer procedures described in the Prospectus as promptly as practicable after the expiration or termination of the Exchange Offer.

Following the Expiration Date, and subject to, and effective upon, Delhaize Group’s acceptance of the Original Notes tendered hereby, upon the Terms and Conditions, the undersigned hereby irrevocably sells, assigns and transfers to or upon the order of Delhaize Group or its nominees, all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Original Notes tendered hereby, such that thereafter it shall have no contractual or other rights or claims in law or equity against Delhaize Group or any fiduciary, trustee, fiscal agent or other person connected with the Original Notes arising under, from or in connection with such Original Notes.

The undersigned understands that tenders of Original Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Original Notes by Delhaize Group will, following the Expiration Date, constitute a binding agreement between the undersigned and Delhaize Group upon the Terms and Conditions.

The tendering Holder also acknowledges that this Exchange Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in several no-action letters issued to third parties, and subject to the immediately following sentence, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by any person receiving such Exchange Notes in the United States, whether or not such person is the holder (other than (i) any such holder or other such person that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or (ii) that purchased the Original Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act) without compliance with the registration and prospectus delivery provision of the Securities Act (except in the case of broker-dealers, as set forth below); provided, that such Exchange Notes are acquired in the ordinary course of business of the holder or such person and neither the holder nor such other person has an arrangement or understanding with any person to participate in the distribution of such Exchange Notes.

5

The tendering holder represents that (i) the Exchange Notes to be received by it will be acquired in the ordinary course of its business; (ii) at the time of the Exchange Offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes; (iii) it has not engaged in, and does not intend to engage in, the distribution of the Exchange Notes; and (iv) unless it is our affiliate, it is not a broker-dealer that acquired Original Notes for its own account as a result of market-making or other trading activities.

In addition, if the tendering holder is not a broker-dealer, the tendering holder represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the tendering holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for the Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

The undersigned hereby represents, warrants and agrees that:

(1) it has received and reviewed the Prospectus and this Letter of Transmittal;

(2) it is the Beneficial Owner (as defined below) of, or a duly authorized representative of one or more such Beneficial Owners of, the Original Notes tendered hereby and it has full power and authority to execute this Letter of Transmittal;

(3) the Original Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and acknowledges that Delhaize Group will acquire good, indefeasible and unencumbered title to such Original Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when the same are accepted by Delhaize Group;

(4) it will not sell, pledge, hypothecate or otherwise encumber or transfer any Original Notes tendered hereby from the date of this Letter of Transmittal and agrees that any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

(5) it acknowledges that (a) none of Delhaize Group, the Exchange Agent, or any person acting on behalf of any of the foregoing has made any statement, representation or warranty, express or implied, to it with respect to Delhaize Group or the offer or sale of any Exchange Notes, other than the information included in the Prospectus (as amended or supplemented to the Expiration Date), and (b) any information it desires concerning Delhaize Group and the Exchange Notes or any other matter relevant to its decision to exchange for the Exchange Notes (including a copy of the Prospectus) is or has been made available to it;

(6) it (or the account for which it is acting) is able to act on its own behalf for itself in the transactions contemplated by the Prospectus;

(7) the execution and delivery of this Letter of Transmittal shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with the Exchange Offer and the transactions contemplated thereby, in each case on and subject to the Terms and Conditions;

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(8) the submission of this Letter of Transmittal to the Exchange Agent shall, subject to the undersigned’s ability to withdraw its tender prior to the Expiration Date, and subject to the Terms and Conditions generally, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent, and an irrevocable instruction to such attorney and agent to complete and execute all or any form(s) of transfer and other document(s) at the discretion of such attorney and agent in relation to the Original Notes tendered hereby in favor of Delhaize Group or such other person or persons as they may direct and to deliver such form(s) of transfer and other document(s) in the attorney’s and/or agent’s discretion and the certificate(s) and other document(s) of title relating to such Original Notes’ registration and to execute all such other documents and to do all such other acts and things as may be in the opinion of such attorney or agent necessary or expedient for the purpose of, or in connection with, the acceptance of the Exchange Offer, and to vest in Delhaize Group or its nominees such Original Notes;

(9) that the terms and conditions of the Exchange Offer contained in the Prospectus shall be deemed to be incorporated in, and form part of, this Letter of Transmittal which shall be read and construed accordingly; and

(10) it understands that Delhaize Group, the Exchange Agent and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and agreements made by it by its submission of this Letter of Transmittal or its agreement to the terms of this Letter of Transmittal pursuant to an agent’s message, are, at any time prior to the consummation of the Exchange Offer, no longer accurate, it shall promptly notify Delhaize Group; if the undersigned is acquiring Exchange Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account.

The representations and warranties and agreements of an eligible holder tendering Original Notes shall be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Exchange Date. For purposes of this Letter of Transmittal, the “Beneficial Owner” of any Original Notes shall mean any eligible holder that exercises sole investment discretion with respect to such Original Notes.

If the exchange offer is amended in a manner determined by Delhaize Group to constitute a material change, Delhaize Group will promptly disclose that amendment to holders of Original Notes and Delhaize Group will extend the exchange offer to a date up to ten business days after disclosing the amendment, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise have expired during that up to ten business day period.

Without limiting the manner in which Delhaize Group may choose to make a public announcement of any delay, extension, amendment or termination of the exchange offer, Delhaize Group will have no obligation to publish, advertise or otherwise communicate that public announcement other than by making a timely release to any appropriate news agency, including the Dow Jones News Service.

If the “Special Return Instructions” box (found below) is completed, please credit the DTC account for any book-entry transfers of Original Notes not accepted for exchange into the account so indicated.

The undersigned recognizes that Delhaize Group has no obligation under the “Special Return Instructions” provision of this Letter of Transmittal to effect the transfer of any Original Notes from the holder(s) of Original Notes thereof if Delhaize Group does not accept any of the principal amount of the Original Notes tendered pursuant to this Letter of Transmittal.

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SPECIAL RETURN INSTRUCTIONS

(See Instructions 2 and 5)

To be completed ONLY if Original Notes in the principal amount not accepted by Delhaize Group are to be returned in the name of someone other than the person or persons whose signature(s) appear(s) within this Letter of Transmittal and/or sent to a DTC participant account different from that indicated in the table entitled “Description of Original Notes Tendered.”

Please issue Original Notes not accepted, to:

Name of DTC Participant:

DTC Participant Account Number:

Contact at DTC Participant:

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SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS OF ORIGINAL NOTES)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to Delhaize Group the principal amount of the Original Notes listed in the table on page 4 labeled “Description of Original Notes Tendered.”

Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Date
Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Date

Area Code and Telephone Number:                                         

This Letter of Transmittal must be signed by the Registered Holder(s) exactly as the name(s) appear(s) on a securities position listing of DTC or by any person(s) authorized to become the Registered Holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person, acting in a fiduciary or representative capacity, please set forth at the line entitled “Capacity (full title)” and submit evidence satisfactory to the Exchange Agent and Delhaize Group of such person’s authority to so act. See Instruction 4.

Name(s):

(please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

MEDALLION SIGNATURE GUARANTEE (If required-See Instruction 4)

Signature(s) Guaranteed by an Eligible Institution:

Signature(s) Guaranteed by

An Eligible Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated:             , 20

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed by tendering holders of Original Notes if tender of such Original Notes is to be made by book-entry transfer to the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. Eligible holders who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; thus, a Letter of Transmittal need not accompany tenders effected through ATOP.

A confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Original Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offer by causing DTC to transfer Original Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer on or prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Original Notes for purposes of the Exchange Offer.

Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to Delhaize Group or DTC.

The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested and properly insured is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery.

Neither Delhaize Group nor the Exchange Agent is under any obligation to notify any tendering holder of Original Notes of Delhaize Group’s acceptance of tendered Original Notes prior to the Expiration Date.

2. Delivery of the Exchange Notes. Exchange Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder’s custodian. Accordingly, the appropriate DTC participant name and account number (along with any other required account information) needed to permit such delivery must be provided in the table on page 4 hereof entitled “Description of the Original Notes Tendered.” Failure to do so will render a tender of Original Notes defective, and Delhaize Group will have the right, which it may waive, to reject such tender without notice. Eligible holders who anticipate tendering by a method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any Exchange Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table.

3. Amount of Tenders. Tenders of Original Notes will be accepted only in a minimum denomination of U.S. $1,000 and integral multiples of U.S. $1,000 in excess thereof. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Original Notes tendered.

4. Signatures on Letter of Transmittal; Instruments of Transfer; Guarantee of Signatures. For purposes of this Letter of Transmittal, the term “Registered Holder” means an owner of record as well as any DTC participant that has Original Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”). Signatures on the Letter of Transmittal need not be guaranteed if:

• the Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing as the owner of the Original Notes and the holder(s) has not completed the box entitled “Special Return Instructions” on the Letter of Transmittal; or

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• the Original Notes are tendered for the account of an “eligible institution.”

An “eligible institution” is one of the following firms or other entities identified in Rule l7Ad-15 under the Securities Exchange Act of 1934 (as the terms are defined in Rule 17Ad-15):

(a) a bank;

(b) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

(c) a credit union;

(d) a national securities exchange, registered securities association or clearing agency; or

(e) a savings institution that is a participant in a Securities Transfer Association recognized program.

If any of the Original Notes tendered are held by two or more Registered Holders, all of the Registered Holders must sign the Letter of Transmittal.

Delhaize Group will not accept any alternative, conditional, irregular or contingent tenders. By executing the Letter of Transmittal (or facsimile thereof) or directing DTC to transmit an agent’s message, you waive any right to receive any notice of the acceptance of your Original Notes for exchange.

If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Delhaize Group, evidence satisfactory to Delhaize Group of their authority to so act must be submitted with this Letter of Transmittal.

Beneficial Owners whose tendered Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender such Original Notes.

5. Special Return Instructions. All Original Notes tendered hereby and not accepted for exchange will be returned to the undersigned according to the information provided in the table entitled “Description of the Original Notes Tendered” or, if completed, according to the “Special Return Instructions” box in this Letter of Transmittal.

6. Transfer Taxes. Delhaize Group will pay all transfer taxes, if any, applicable to the transfer and sale of Original Notes to Delhaize Group in the exchange offer. If transfer taxes are imposed for any reason other than the transfer and sale of the Original Notes to Delhaize Group, the amount of those transfer taxes, whether imposed on the registered holders or any other persons, will be payable by the tendering holder. Transfer taxes that will not be paid by Delhaize Group include taxes, if any, imposed:

• if Exchange Notes in book-entry form are to be registered in the name of any person other than the person signing the letter of transmittal, or

• if tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal.

If satisfactory evidence of payment of or exemption from transfer taxes that are not required to be borne by Delhaize Group is not submitted with the letter of transmittal, the amount of those transfer taxes will be billed directly to the tendering holder and/or withheld from any payments due with respect to the Original Notes tendered by that holder.

7. Validity of Tenders. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Original Notes will be determined by Delhaize Group in its sole discretion, which determination will be final and binding. Delhaize Group reserves the absolute right to reject any and all tenders of Original Notes not in proper form or any Original Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. Delhaize Group also reserves the absolute right to waive any defect or irregularity in tenders of Original Notes, whether or not similar defects or irregularities are waived

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in the case of other tendered securities. The interpretation of the Terms and Conditions by Delhaize Group shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as Delhaize Group shall determine. None of Delhaize Group, the Exchange Agent or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give such notification.

Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of Original Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Exchange Offer Expiration Date or the withdrawal or termination of the Exchange Offer.

8. Waiver of Conditions. Delhaize Group reserves the absolute right to amend or waive any of the conditions in the Exchange Offer concerning any Original Notes at any time.

9. Withdrawal. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offer—Withdrawal of Tenders.”

10. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address and telephone number indicated herein. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

11. Tax Identification Number. Under United States federal income tax laws, payments made with respect to the Exchange Offer or the Exchange Notes may be subject to backup withholding (currently at a rate of 28%). Generally, such payments may be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number (“TIN”) and provides certain certifications. Backup withholding is not an additional tax. Rather, the amount of backup withholding is treated as an advance payment of a tax liability, and a holder’s U.S. federal income tax liability will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the Internal Revenue Service (the “IRS”), provided that the required information is timely furnished to the IRS.

To avoid backup withholding, a U.S. Holder (as defined in the Prospectus) should notify the Exchange Agent of its correct TIN by completing the Substitute Form W-9 included herein and certifying on Substitute Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, a U.S. Holder is required to certify on Substitute Form W-9 that the holder is not subject to backup withholding because (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that the holder is no longer subject to backup withholding. Consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for guidelines on completing the Substitute Form W-9. If the Exchange Agent is provided with an incorrect TIN or the holder makes false statements resulting in no backup withholding, the holder may be subject to penalties imposed by the IRS.

To prevent backup withholding, a Non-U.S. Holder (as defined in the Prospectus) should (i) submit a properly completed IRS Form W-8 BEN or other applicable Form W-8 to the Exchange Agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained on the web at www.irs.gov.

Certain holders (including, among others, corporations and certain non-U.S. persons) may be exempt from these backup withholding requirements. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for further information regarding exempt holders. Exempt holders should furnish their TIN, check the box in Part 2 of the Substitute Form W-9, and sign, date and return the Substitute Form W-9 to the Exchange Agent.

Pursuant to recently enacted legislation, however, certain payments made to corporations after December 31, 2011 may also be subject to backup withholding requirements.

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SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer’s Request for Taxpayer Identification Number (“TIN”) and Certification	Name (as shown on your income tax return)
	Business Name, if different from above
	Check appropriate box:
	¨ Individual/Sole proprietor    ¨ Corporation    ¨ Partnership
	¨ Limited liability company. Enter the tax classification (D=disregard entity, C=corporation,         P=partnership)u
	¨ Other
	Address
	City, state, and ZIP code
	PART 1 — Taxpayer Identification Number — Please provide your TIN in the box at right and certify by signing and dating below. If awaiting TIN, write “Applied For” in the box at right, certify by signing and dating below, and complete the following “Certificate of Awaiting Taxpayer Identification Number” box.
			Social Security Number
			OR
			Employer Identification Number
	PART 2 — For Payees Exempt from Backup Withholding — Check the box if you are NOT subject to backup withholding. ¨
	PART 3 — Certification — Under penalties of perjury, I certify that: (1)    The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), (2)    I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)    I am a U.S. person (including a U.S. resident alien). Certification Instructions. — You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.
SIGNATURE		DATE

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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, all reportable payments made to me will be subject to backup withholding (currently at the rate of 28%), until I provide a Taxpayer Identification Number.

Signature Date                                          , 20    

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

Guidelines For Determining the Proper Identification Number to Give the Payer – Social Security Numbers (“SSNs”) have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification Numbers (“EINs”) have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All “section” references are to the Internal Revenue Code of 1986, as amended. “IRS” is the Internal Revenue Service.

For this type of account:	Give the NAME and SOCIAL SECURITY NUMBER or EMPLOYER IDENTIFICATION NUMBER of
1.      Individual	The individual
2.      Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account (1)
3.      Custodian account of a minor (Uniform Gift to Minors Act)	The minor (2)
4.      a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee (1)
b. The so-called trust account that is not a legal or valid trust under State law	The actual owner (1)
5.      Sole proprietorship or single-owner LLC	The owner (3)

For this type of account:	Give the NAME and EMPLOYER IDENTIFICATION NUMBER of
6.      A valid trust, estate, or pension trust	Legal entity (4)
7.      Corporation or LLC electing corporate status on Form 8832	The corporation
8.      Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.      Partnership or multi-member LLC	The partnership or LLC
10.    A broker or registered nominee	The broker or nominee

(1) List first and circle the name of the person whose SSN you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

(2) Circle the minor’s name and furnish the minor’s SSN.

(3) You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the Internal Revenue Service encourages you to use your SSN.

(4) List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the Taxpayer Identification Number of the personal representative or trustee unless the legal entity itself is not designated in the account title).

NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Purpose of Form

A person who is required to file an information return with the IRS must get your correct Taxpayer Identification Number (“TIN”) to report, for example, income paid to you. Use Substitute Form W-9 to give your correct TIN to the Exchange Agent and, when applicable, (1) to certify the TIN you are giving is correct (or you are waiting for a number to be issued), (2) to certify you are not subject to backup withholding, or (3) to claim exemption from backup withholding if you are an exempt payee. The TIN provided must match the name given on the Substitute Form W-9.

How to Get a TIN

If you do not have a TIN, apply for one immediately. To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the local office of the Social Security Administration or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also obtain this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Businesses Topics. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an individual TIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Forms W-7 and SS-4 from the IRS by calling 1-800-TAXFORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

If you do not have a TIN, write “Applied For” in Part 1, complete the “Certificate of Awaiting Taxpayer Identification Number”, and sign and date this Form W-9 and give it to the Exchange Agent.

Note: Writing “Applied For” on the form means that you have already applied for a TIN OR that you intend to apply for one soon. As soon as you receive your TIN, complete another substitute Form W-9, include your TIN, sign and date the form, and give it to the Exchange Agent.

CAUTION: A domestic entity that is disregarded for U.S. federal income tax purposes that has a foreign owner must use the appropriate Form W-8.

Payees Exempt from Backup Withholding

Generally, individuals (including sole proprietors) are NOT exempt from backup withholding. Corporations are currently exempt from backup withholding for certain payments, such as interest and dividends.

Pursuant to recently enacted legislation, however, certain payments made to corporations after December 31, 2011 may also be subject to backup withholding requirements.

Note: If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are exempt, enter your correct TIN in Part 1, check the “Exempt” box in Part 2, and sign and date the form. If you are a nonresident alien or a foreign entity not subject to backup withholding, give the Exchange Agent the appropriate completed Form W-8, Certificate of Foreign Status.

The following is a list of payees that may currently be exempt from backup withholding and for which no information reporting is required. For interest and dividends, all listed payees are exempt except for those listed in item (9). For broker transactions, payees listed in (1) through (13) and any person registered under the Investment Advisers Act of 1940 who regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally exempt from backup withholding only if made to payees described in items (1) through (7). However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: (i) medical and health care payments, (ii) attorneys’ fees, and (iii) payments for services paid by a

16

federal executive agency. Only payees described in items (1) through (5) are exempt from backup withholding for barter exchange transactions and patronage dividends.

(1) An organization exempt from tax under section 501(a), or an individual retirement plan (“IRA”), or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).

(2) The United States or any of its agencies or instrumentalities.

(3) A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.

(4) A foreign government or any of its political subdivisions, agencies or instrumentalities.

(5) An international organization or any of its agencies or instrumentalities.

(6) A corporation.

(7) A foreign central bank of issue.

(8) A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

(9) A futures commission merchant registered with the Commodity Futures Trading Commission.

(10) A real estate investment trust.

(11) An entity registered at all times during the tax year under the Investment Company Act of 1940.

(12) A common trust fund operated by a bank under section 584(a).

(13) A financial institution.

(14) A middleman known in the investment community as a nominee or custodian.

(15) An exempt charitable remainder trust, or a non-exempt trust described in section 4947.

Certain payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N, and the regulations promulgated thereunder.

Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to give your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia and U.S. possessions to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, or to federal and state agencies to enforce federal non-tax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold (currently at the rate of 28%) from taxable interest, dividends, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply including those listed below.

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Penalties

Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

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In order to tender, an eligible holder of Original Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC’s Automated Tender Offer Program.

The Exchange Agent for the exchange offer is:

The Bank of New York Mellon

For Delivery by Mail, Hand or Overnight Delivery:

The Bank of New York Mellon

One Canada Square

London E14 5AL

United Kingdom

Attention: Les Cummings

For Facsimile Transmission

(for eligible institutions only):

+ 44 207 964 2536

Attention: Les Cummings

To Confirm by Telephone or for Information Call:

+ 44 207 964 4958

A holder of Original Notes may contact such holder’s custodian bank, depositary, broker, trust company or other nominee for assistance concerning the Exchange Offer.