Corporate Executive Board Charter

Article 1 Status and contents of the charter

1.1. This charter is complementary to the rules and regulations (from time to time) applicable to the executive board under Dutch law or the company's articles of association.

1.2. Where this charter is inconsistent with Dutch law or the company's articles of association, the latter shall prevail. Where this charter conforms to the articles of association but are inconsistent with Dutch law, the latter shall prevail. If one or more provisions of this charter are or become invalid, this shall not affect the validity of the remaining provisions. The executive board shall replace the invalid provisions by those which are valid and the effect of which, given the contents and purpose of this charter, is to the greatest extent possible similar to that of the invalid provisions.

1.3. This charter has been based on the Dutch corporate governance code (the "code") as adopted by the Tabaksblat Committee on 9 December 2003.

1.4. In its resolution adopted on 26 January 2004, the executive board unanimously declared that: a. it will comply with, and be bound by the obligations arising from, this charter to the extent that it applies to it and its members; b. on appointment of new members it will cause such members to issue a declaration as referred to in a) above.

1.5. This charter is published on the company's website www.ahold.com.

Article 2 Responsibilities of the executive board

2.1 The executive board members shall be collectively responsible for the company's management, the general affairs of the company's business and the general affairs of the group companies affiliated with the company.

2.2 The members of the executive board shall divide their tasks by mutual consultation and subject to the supervisory board's prior approval. In case a member of the executive board is absent, his/her duties and powers shall be carried out by another member of the executive board to be designated by the executive board. In case of long-term absence/absence of more than six weeks, the supervisory board shall be notified of that designation.

2.3 Each member of the executive board shall be accountable to the executive board for the fulfillment of his/her duties and must therefore report to the executive board on a regular basis and in such a manner as to give the executive board a proper insight in the performance of his/her duties, the foregoing also in view of the executive board's collective responsibility.

2.4 Each member of the executive board shall have the right to receive from other members of the executive board and from employees any information about matters which he/she may deem useful or appropriate in connection with his/her collective responsibility for the company's management. He/she must consult with the other members of the executive board if the implementation of his/her duties affects the implementation of the duties of the other members of the executive board or if the significance of the matter requires consultation with the other members of the executive board.

2.5 Where the management of group companies is concerned, the executive board shall ensure that instructions to members of the executive board shall be based on a resolution of the general meeting of shareholders of those group companies.

2.6 In discharging its duties, the executive board shall be guided by the interests of the company and its business; it shall take into account the relevant interests of all those involved in the company (including the company's shareholders). The executive board is responsible for the quality of its own performance.

2.7 The responsibilities of the executive board shall include: a. the achievement of the company's objectives; b. determining the strategy and policy designed to achieve the objectives; c. the general state of affairs in and the results of the company; d. taking stock of and managing the risks connected to the business activities; e. ensuring that effective internal risk management and control systems are in place and reporting on this in the annual report; f. maintaining and preparing the financial reporting process; g. compliance with legislation and regulations; h. compliance with and maintaining the corporate governance structure of the company; i. publishing the corporate structure of the company and any other information required under the code, such information also including meetings and presentations involving analysts, investors and institutional investors, through the annual report, the company's website and otherwise; j. preparing the annual accounts and drawing up the annual budget and important capital investments of the company; k. giving advice in connection with the nomination of the external auditor of the company.

2.8 The company shall in any event employ as instruments of the internal risk management and control systems:

1. risk analyses of the operational and financial objectives of the company;
2. a code of conduct which shall be published on the company's website;
3. guides for the layout of the financial reports and the procedures to be followed in drawing up the reports;
4. a system of monitoring and reporting.

2.9 The executive board shall anually draw up a business plan for the company and the group companies over the next three years. In addition, the executive board shall draw up an annual business plan, including among other things the budget for the following year. Both business plans shall be adopted after the supervisory board's approval.

2.10 The executive board shall under the supervisory board's supervision be responsible for setting up and maintaining internal procedures ensuring that the executive board is aware of all important financial information, in order to safeguard timely, complete and accurate external financial reporting. To that effect, the executive board shall ensure that the financial information from group companies is reported directly to it and that the integrity of the information is not affected.

2.11 The executive board shall attach to the annual accounts an annual report on its performance and on the work undertaken by it. The annual report shall in any event contain the information required by law and pursuant to the code. In addition, the executive board shall report on the sensitivity of the company's results to external factors and variables. The executive board shall state in the annual report whether the internal risk management and control systems are adequate and effective and shall substantiate this in a clear manner. The executive board shall report in the annual report on the operation of said systems during the year under review and describe any significant changes that have been made and any major improvements that are planned and shall confirm that they have been discussed with the audit committee and the supervisory board.

Article 3 Composition, expertise and independence of the executive board

3.1 The executive board consists of at least three members.

3.2 The President and chief executive officer (the "CEO") of the executive board shall ensure the proper functioning of the executive board as a whole. In addition, the executive board shall have one member specifically in charge of the company's financial affairs (the "CFO").

3.3 The executive board shall function independently from any instructions by third parties outside the company.

3.4 A member of the executive board shall:

1. not enter into competition with the company;
2. not demand or accept (substantial) gifts from the company for himself/herself or for his/her spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree;
3. not provide unjustified advantages to third parties to the detriment of the company;
4. not take advantage of business opportunities to which the company is entitled for himself/herself or for his/her spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree.

Article 4 President of the executive board

4.1 The supervisory board shall appoint the president of the executive board and, if he/she is unable to discharge his/her duties or is absent, designate his/her deputy.

4.2 In addition to the coordination of the executive board's policy, the president shall be responsible for:

• ensuring that the executive board functions in an effective manner;
• ensuring that budgets and policy plans are drawn up in a timely manner;
• supporting the other members of the executive board and mediating in any differences of opinion between them;
• ensuring that there is ample time for consultation, consideration and the other aspects of preparing decision-taking in and minuting of the executive board meetings and the supervision of the implementation of resolutions;
• drawing up the draft annual accounts with the corresponding annual report, and the dispatch of these documents to the supervisory board;
• chairing executive board meetings;
• ensuring the timely and adequate provisions of information to the members of the executive board as necessary for the proper performance of their duties;
• preparing decision-taking in and minuting of meetings of the executive board with the executive board of group companies and meetings with the heads of the designated divisions;
• supervising the proper functioning of the external auditor of the company and the submission of his/her report to the supervisory board as well as supervising the internal auditor;
• providing the external auditor with the financial information underlying the adoption of the quarterly and/or half-yearly figures and other interim financial reports and providing such auditor with the opportunity to respond to all information;
• maintaining intensive and frequent contacts with the supervisory board and in particular with its chairman, and informing the other members of the executive board in a timely and careful manner about the results of those contacts;
• receiving and deciding on reports by employees of the company of irregularities in the company of a general, operational and financial nature, unless the company's rules on whistleblowers provide that those employees report such irregularities to the chairman of the supervisory board or to the audit committee;
• ensuring the timely and adequate provision of information to the supervisory board and to the individual members of that board as necessary for the proper performance of their duties;
• ensuring the annual evaluation and assessment of the functioning of the members of the executive board and the executive board.

Article 5 (Re)appointment, term, outside positions and resignation

5.1 Members of the executive board shall be appointed in the manner as provided in the company's articles of association.

5.2 Members of the executive board shall be appointed for a maximum period of four years. They may be re-appointed for a term of no more than four years at a time.

5.3 Management positions in group companies of the company are deemed positions derived from the position of member of the executive board of the company and shall therefore be subject to this charter.

5.4 Members of the executive board shall not pursue the candidacy for a position as supervisory director or a similar position in companies not belonging to the group without the supervisory board's prior approval. Such position must contribute to the company's interests.

5.5 A member of the executive board may hold no more than two supervisory directorships in listed companies. A member of the executive board may not be chairman of a supervisory board of another listed company. Membership of the supervisory board of other companies within the group to which the company belongs does not count for this purpose. A member of the executive board shall not accept a supervisory directorship of another listed company without the supervisory board's prior approval. Important additional directorships shall be reported to the supervisory board.

5.6 Members of the executive board shall resign early in the event of inadequate performance, structural differences of opinion, incompatibility of interests and other instances where resignation is deemed necessary at the discretion of the supervisory board.

Article 6 Remuneration

The remuneration of the members of the executive board shall be determined within the scope of the remuneration policy adopted by the general meeting of shareholders. The amount of the remuneration of each individual member of the executive board shall be determined by the supervisory board.

Article 7 Executive board meetings (agenda, teleconferencing, attendance, minutes) and resolutions.

7.1 The executive board shall hold at least one meeting every month and whenever one or more of its members have requested a meeting. The meetings shall generally be held at the offices of the company, but may also take place elsewhere. In addition, meetings may be held by telephone or videoconference provided that all participants can hear each other simultaneously.

7.2 The president, and in his/her absence his/her deputy, shall chair the meeting. If both are absent, the meeting shall appoint one of the members of the executive board as chairman of the meeting.

7.3 The meetings shall be convened in due time by the president. Any other member of the executive board may request that the president convene a meeting.

7.4 The president shall determine the agenda of each meeting. Other members of the executive board may submit to the president of the board items to be discussed in the meeting. An item to be discussed which has not been submitted on time or is not supported by sufficient documentation shall not be placed on the agenda.

7.5 At the request of a member of the executive board and with the agreement of the majority of the other members of the executive board, urgent matters may be discussed immediately or in an additional meeting.

7.6 The members of the executive board must attend the meetings of the executive board. Where they are unable to attend and the minutes require explanation, the chairman of the meeting shall inform them about the resolutions passed and the discussions held in the meeting in question.

7.7 The executive board may pass resolutions only if at least the majority of the members of the executive board are present. If there is still no majority in the next meeting, the chairman of the meeting shall consult with the absent members of the executive board by telephone or telefax if he/she believes that a resolution is required.

7.8 Resolutions may be passed outside a meeting if all members of the executive board have given their written vote in favor of the proposal.

7.9 Where possible, resolutions shall be passed by unanimous vote. If this is not possible, the resolution shall be taken by a majority of votes. If there is a tie, the president of the executive board shall have the casting vote.

7.10 If there is insufficient agreement at the meeting about certain subjects, the president of the executive board may refer the relevant item on the agenda for further consideration.

7.11 The minutes of an executive board meeting shall be adopted in the next meeting. Adopted minutes shall be evidence of the proceedings. Upon request, a copy of the minutes shall be sent to the chairman of the supervisory board/each supervisory director. A certificate signed by the president and the secretary of the meeting confirming that the executive board has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.

7.12 The executive board shall require the approval of the supervisory board for:

1. setting the operational and financial objectives of the company;
2. determining the strategy designed to achieve the objectives;
3. determining the parameters to be applied in relation to the strategy, for example in respect of the financial ratios;
   The main elements shall be mentioned in the annual report.
   
   Furthermore the executive board shall require the approval of the supervisory board for:
4. adopting the annual budget;
5. adopting the yearly update of the long term financial plan;
6. approving any merger or joint venture;
7. approving any acquisition or disposal of shareholdings;
8. approving any transaction as a result of which the company will enter into new national markets;
9. approving general capital investments exceeding EUR 25 million;
10. approving transactions to add new stores through acquisitions or construction exceeding EUR 25 million;
11. approving entering into equity investments or disposals in franchises or leases exceeding EUR 25 million;
12. approving of or deciding on the initiation or settlement of any litigation or claim with a value exceeding EUR 25 million;
13. the approval of any programs, facility or contracts, (which include but are not limited to borrowing and investment facilities and bond debt programs), with a term of more than one year, which are not included in the annual budget and exceed a value of EUR 250 million;
14. the issue of any shares or a right to obtain a share (including stock options and conditional shares for employees, not resulting from an approved general incentive program);
15. the approval of any payment of dividend other than the required dividend payment on the cumulative preferred financing shares, or the cumulative preferred shares;
    
    In addition the executive board shall require the approval of the supervisory board and the general meeting of shareholders as set out in the articles of association for:
16. the transfer of the enterprise or practically the entire enterprise to a third party;
17. to conclude or cancel any long-lasting co-operation by the company or a subsidiary ('dochtermaatschappij') with any other legal person or company or as a fully liable general partner of a limited partnership or a general partnership, provided that such co-operation or the cancellation thereof is of essential importance to the company;
18. to acquire or dispose of a participating interest in the capital of a company with a value of at least one/third of the sum of the assets according to the consolidated balance sheet with explanatory notes thereto according to the last adopted annual accounts of the company, by the company or a subsidiary ('dochtermaatschappij').

7.13 The executive board shall require the approval of the supervisory board and the general meeting of shareholders for resolutions regarding a significant change of the identity or character of the company or the business, including in any event:

• transfer of the business or virtually all of the business to a third party;
• entry into or termination of long-term cooperation by the company or a subsidiary with another legal entity or partnership or as a general partner with full liability in a limited or general partnership if such cooperation or the termination thereof is of far-reaching significance for the company;
• acquisition or disposal by the company or a subsidiary of a participation in the capital of another company the value of which equals at least a third of the amount of the assets according to the consolidated balance sheet with explanatory notes attached to the company's annual accounts as most recently adopted.

7.14 Each substantial change in the corporate governance structure of the company and in the compliance of the company with the code shall be submitted to the general meeting of shareholders for discussion under a separate agenda item.

Article 8 Conflict of interest

8.1 A member of the executive board shall not participate in the discussions and/or decision-taking process on a subject or transaction in relation to which he/she has a conflict of interest with the company within the meaning of article 146, book 2, of the Dutch Civil Code.

8.2. Such transaction, if approved, must be concluded on terms at least customary in the sector concerned and be approved by the supervisory board. In addition, decisions to enter into transactions under which members of the executive board would have conflicts of interests that are of material significance to the company and / or to the relevant member of the executive board require the approval of the supervisory board. 8.2 A member of the executive board shall in any event have a conflict of interest ("conflict of interest") if:

1. he/she has a personal financial interest in a company with which the company intends to enter into a transaction;
2. he/she has a family law relationship (familierechtelijke verhouding) with his/her spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree is a member of the executive board of a company with which the company intends to enter into a transaction;
3. he/she is a member of the executive or supervisory board of, or holds similar office with, a company with which the company intends to enter into a transaction;
4. under applicable law, including the rules of any exchange on which the company's shares (or depositary receipts thereof) may be listed, such conflict of interests exists or is deemed to exist;
5. the chairman of the supervisory board has ruled at his/her sole discretion that such conflict of interests exists or is deemed to exist.

8.3 Each member of the executive board shall immediately report any potential conflict of interests concerning a member of the executive board to the chairman of the supervisory board and to the other members of the executive board. A member of the executive board with such (potential) conflict of interests must provide the chairman of the supervisory board and the other members of the executive board with all information relevant to the conflict, including information relating to the persons with whom he/she has a family law relationship (familierechtelijke verhouding) / his / her spouse, registered partner or other life companion, foster child and relatives by blood or marriage op to the second degree. In all circumstances other than the ones listed in article 8.2 under d) and e), the chairman of the supervisory board will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests to which article 8.1 applies.

8.4 The chairman of the supervisory board shall procure that these transactions will be referred to in the executive board's annual report, with a declaration that the provisions in the code have been complied with.

Article 9 Complaints, whistle blowers

9.1 The executive board shall ensure that complaints received by the company in relation to the financial reporting, the internal risk management and control systems and the audit are received, recorded and dealt with.

9.2 The executive board shall ensure that employees have the opportunity, without jeopardizing their legal position, to report to the audit committee and to the president of the executive board irregularities in respect of matters referred to in article 9.1 and complaints about members of the executive board.

Article 10 Information, relationship with the supervisory board

10.1 The executive board shall timely provide the supervisory board with information (if possible, in writing) on all facts and developments concerning the company which the supervisory board may need to function as required and to properly carry out its duties.

10.2 The executive board shall periodically provide the supervisory board with a report prepared in a format as agreed from time to time and setting out detailed information on inter alia finance, marketing, investments and staff. This periodic report shall be accompanied by a letter from the executive board containing an explanation of, and comments on, the above as well as information concerning its policies.

10.3 Each year, without prejudice to the above, the executive board shall provide the supervisory board with a budget for the following year, an up-to-date version of its long-term plans, the main features of the strategic policy, the general and financial risks, and the management and control systems of the company. In addition, the executive board shall issue an annual declaration that it has provided the supervisory board with all relevant information required for the due performance of its duties. These documents will be provided in time so as to enable the supervisory board to give its approval by December of the then current year.

Article 11 Relationship with the shareholders

11.1 The members of the executive board shall attend with the members of the supervisory board the general meetings of shareholders, unless they are prevented from attending on serious grounds or the general meeting has expressed the wish to meet without the presence of the executive board or a member of the executive board.

11.2 The executive board shall provide the general meeting with any information it may require, unless important interests (zwaarwegende belangen) of the company or any law, rules or regulations applicable to the company prevent it from doing so. The executive board shall specify the reasons for invoking such important interests.

11.3 If a right of approval is granted to the general meeting of shareholders by law or under the articles of association of the company, or the executive board or supervisory board requests a delegation of powers, the executive board and the supervisory board shall inform the general meeting of shareholders by means of a "shareholders' circular" or explanatory notes to the agenda of all facts and circumstances relevant to the approval, delegation or authorization to be granted.

11.4 The report of the general meeting of shareholders shall be made available, on request, to shareholders, holders of depositary receipts of shares and persons who enjoy the rights which the law has granted to holders of depositary receipts of shares issued with the cooperation of the company no later than three months after the end of the meeting, after which the shareholders shall have the opportunity to react to the report in the following three months. The report shall then be adopted in the manner provided for in the articles of association of the company.

Article 12 Analysts meetings and reports

12.1 Analysts' reports and valuations shall not be assessed, commented upon or corrected, other than factually, by the company in advance.

12.2 The company shall not pay any fee(s) to parties for the carrying out of research for analysts' reports or for the production or publication of analysts' reports, with the exception of credit rating agencies.

12.3 Analysts' meetings, presentations to institutional or other investors and direct discussions with the investors shall not take place shortly before the publication of the regular financial information.

Article 13 Holding and Trading Securities

13.1 Any shareholding in the Company by members of the executive board is for the purpose of long-term investment.

13.2 Members of the executive board members are bound to the Ahold Policy on Inside Information and Securities Trading.

13.3 With respect to the ownership of and transactions with securities other than regulated by the Ahold Policy on Inside Information and Securities Trading, members of the executive board must at all times comply with all Dutch and foreign statutory provisions and regulation applicable thereto.

13.4 A member of the executive board member shall once a quarter report to the Central Officer (as referred to in the Ahold Policy on Inside Information and Securities Trading) all changes in his/her holding of securities related to Dutch listed companies which have occurred during the quarter preceding the relevant report. However, such report need not be made if during the quarter concerned he/she has invested exclusively in listed investment funds or has transferred the discretionary management of his/her securities portfolio to an independent third party by means of a written mandate agreement. In that case, the report must state that this exemption applied without interruptions during the entire quarter concerned. If the exemption is applied on the basis of the transfer of the discretionary management of the securities portfolio to an independent third party, the name and office address of the third party concerned must be reported and a copy of the agreement with such third party must be submitted. The information provided to the Central Officer under this clause 13.4 shall be part of the register referred to in the Ahold Policy on Inside Information and Securities Trading. The Central Officer shall report annually to the CEO.

Article 14 Confidentiality

Members of the executive board shall treat all information and documentation acquired within the framework of their position as member of the executive board with the necessary discretion and, in the case of classified information, with the appropriate secrecy. Classified information shall not be disclosed outside the supervisory or executive board, made public or otherwise made available to third parties, even after resignation from the executive board, unless it has been made public by the company or it has been established that the information is already in the public domain.

Article 15 Amendment

This charter may be amended by resolution of the executive board to that effect and subject to the supervisory board's prior approval.

Article 16 Governing law and jurisdiction

16.1 This charter shall be governed by and construed in accordance with the law of the Netherlands.

16.2 The courts of Haarlem, the Netherlands, shall have exclusive jurisdiction to settle any dispute arising from or in connection with this charter (including any dispute regarding the existence, validity or termination of this charter).