TABLE OF CONTENTS(1)

(1)         NOTE: This table of contents shall not, for any purpose, be deemed to be a part of the Indenture.

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ARTICLE I

Definitions and Other Provisions
of General Application

SECTION 1.01.         Definitions: For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)                               the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular and the singular as well as the plural;

(2)                               all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; and

(3)                               the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Articles VI, X and XIII, are defined in those Articles.

“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Annual Accounts of Unilever PLC and Unilever N.V.” means, respectively, the accounts of Unilever PLC and Unilever N.V. containing financial information published annually by Unilever PLC and Unilever N.V., respectively, and sent to their shareholders in accordance with the law or such other annually published similar information as may be published by Unilever PLC or Unilever N.V. in substitution for the foregoing.

“Attributable Debt” means, as to any particular lease under which either Parent or any Restricted Subsidiary is at any time liable as lessee and at any date as of which the amount thereof is to be determined, the total net obligations of the lessee for rental payments during the remaining term of the lease (including any period for which such lease has been extended or may, at the option of the lessor, be extended) discounted from the respective due dates thereof to such date at a rate per annum equivalent to the lesser of (a) the weighted average Yield to Maturity of the Outstanding Debt Securities hereunder, such average being weighted by the principal amount of the Debt Securities of each series or, in the case of Original Issue Discount Securities, such amount to be the principal amount of such Outstanding Original Issue Discount Securities that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 5.02, and (b) the interest rate inherent in such lease (as determined in good faith by the Parents), both to be compounded semi-annually.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Debt Securities.

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“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Issuer” means the issuer of any series of Debt Securities issued under this Indenture, whether the Company or Unilever N.V.

“Issuer Request” and “Issuer Order” mean, respectively, a written request or order delivered to the Trustee and signed in the name of the Company, Unilever N.V., Unilever PLC or Unilever U.S. by, (i) in the case of the Company or Unilever U.S., its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, or (ii) in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, (iii) in the case of Unilever PLC, a Director, the Secretary, the Deputy Secretary or any Assistant Secretary, or (iv) in the case of any Parent, any other person thereunto duly authorized; provided that in the case of (ii) and (iv), any person signing such Issuer Request or Issuer Order shall represent that he or she is duly authorized to sign such Request or Order and The Bank of New York Mellon shall not be required to undertake any independent investigation of its own to verify such authority.

“Maturity”, when used with respect to any Debt Security, means the date on which the principal of such Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Netherlands” mean the European part of the Kingdom of The Netherlands.

“Notice of Default” means a written notice of the kind specified in Section 5.01(4).

“N.V. Shares” means the Ordinary Shares, FI. 4 par value, of Unilever N.V., as the same exists on the date of execution and delivery of this Indenture or as such shares may be reconstituted from time to time.

“Officers’ Certificate” means a certificate delivered to the Trustee and signed, in the case of the Company or Unilever U.S., by the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, or, in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, in the case of Unilever PLC, by a Director, the Secretary, the Deputy Secretary or any Assistant Secretary, or, in the case of a Subsidiary of either Parent or Unilever U.S. (other than the Company), by an officer or officers holding similar positions. One of the officers signing an Officers’ Certificate given on behalf of the Company, any Parent or Unilever U.S. pursuant to Section 10.08 shall be the principal executive, financial or accounting officer of the Company, Parent or Unilever U.S., as the case may be.

“Opinion of Counsel” means a written opinion of legal advisors, who may be legal advisors for the Company, either Parent or Unilever U.S. or other legal advisors and delivered to the Trustee.

“Original Issue Discount Security” means any Debt Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

“Outstanding”, when used with respect to Debt Securities or any series of Debt Securities means, as of the date of determination, all Debt Securities or all Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Indenture except:

(i)             Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

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(ii)          Debt Securities, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with Trustee or any Paying Agent (other than the Company or either Parent as the case may be) in trust or set aside and segregated in trust by the Company or either Parent, as the case may be (if the Company or either Parent shall act as its own Paying Agent) for the Holders of such Debt Securities; provided that, if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)       Debt Securities as to which Discharge has been effected pursuant to Section 14.01(a); and

(iv)      Debt Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a bona fide purchaser in whose hands such Debt Securities are valid obligations of the Company, Unilever N.V. or Unilever PLC, as the case may be;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder (i) Debt Securities beneficially owned by the Company, either Parent or Unilever U.S. or any other obligor upon the Debt Securities or any Affiliate of the Company, either Parent or Unilever U.S. or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Responsible Officer of the Trustee actually knows to be so beneficially owned shall be so disregarded; provided further, however, that Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes the pledgee’s right so to act with respect to such Debt Securities and that the pledgee is not the Company, either Parent or Unilever U.S. or any other obligor upon the Debt Securities or any Affiliate of the Company, either Parent or Unilever U.S. or such other obligor, and (ii) the principal amount of an Outstanding Original Issue Discount Security that shall be deemed to be Outstanding shall be in the amount that would be due and payable as of the date of such determination upon a declaration of acceleration of maturity thereof pursuant to Section 5.02.

“Parents” means the Persons named as “Parents” in the first paragraph of this Indenture until, in the case of any Parent, a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Parents” shall include such successor corporation.

“Paying Agent” means any Person (which may include the Company, either Parent or Unilever U.S.) authorized by the Company or either Parent, as the case may be, to pay the principal of (and premium, if any) or any interest on any Debt Securities on behalf of the Company or either Parent, as the case may be.

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

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“U.S. Governmental Obligations” means noncallable (i) direct obligations of the United States of America for which its full faith and credit are pledged and/or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation of the United States of America, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligation or a specific payment of principal of or interest on any such U.S. Government Obligation held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal of or interest on the U.S. Government Obligation evidenced by such depository receipt.

“U.S. Person” means a citizen or resident of the United States of America, a corporation, partnership or other entity created or organized in or under the laws of the United States of America and an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

“Vice President”, when used with respect to the Company, either Parent, Unilever U.S. or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Stock” shall mean stock or shares, as the case may be, of any class or classes, however designated, having ordinary voting power for the election of a majority of the board of directors of a corporation, other than stock or shares, as the case may be, having such power only by reason of the happening of a contingency.

“Yield to Maturity” means the yield to maturity, calculated at the time of issuance of a series of Debt Securities or, if applicable, at the most recent redetermination of interest on such series and calculated in accordance with generally accepted financial practice in the United States of America.

SECTION 1.02.         Compliance Certificates and Opinions. Upon any application or request by the Company, either Parent or Unilever U.S., as the case may be, to the Trustee to take any action under any provision of this Indenture, the Company, either Parent or Unilever U.S., as the case may be, shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)                               a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)                               a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(3)                               a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)                               a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

SECTION 1.03.         Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company, either Parent or Unilever U.S. may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representation by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, either Parent or Unilever U.S., as the case may be, stating that the information with respect to such factual matters is in the possession of the Company, either Parent or Unilever U.S., as the case may be, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.04.         Acts of Holders.   (a)   Any request, demand, authorization, direction, notice, consent, waiver, proxy or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to the Company, each Parent and Unilever U.S. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, each Parent and Unilever U.S., if made in the manner provided in this Section.

(b)                                      The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his

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authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner satisfactory to the Trustee.

(c)                                       The ownership of registered Debt Securities shall be proved by the Security Register.

(d)                                      The ownership of a bearer Debt Security and the principal amount and serial number of such Debt Security and the date of holding the same, may be proved by the production of such Debt Security or by a certificate executed by any trust company, bank, banker or securities dealer satisfactory to the Trustee if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated, and shall state that on the date thereof a bearer Debt Security of a particular series of a specified principal amount and bearing a specified serial number was deposited with or exhibited to such trust company, bank, banker or securities dealer by the Person named in such certificate. Any such certificate may be issued in respect of one or more Debt Securities specified therein. The holding by the Person named in any such certificate of any Debt Security specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing the same or a later date issued in respect of the same Debt Security shall be produced, (2) the Debt Security specified in such certificate shall be produced by some other Person, or (3) the Debt Security specified in such certificate shall have ceased to be Outstanding.

(e)                                       Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Debt Security shall bind every future Holder of the same Debt Security and the Holder of every Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company either Parent or Unilever U.S. in reliance thereon, whether or not notation of such action is made upon such Debt Security or such other Debt Security.

If the Company, either Parent or Unilever U.S. shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other act, the Company, either Parent or Unilever U.S. may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company, either Parent or Unilever U.S. shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Debt Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act and for that purpose the Outstanding Debt Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

SECTION 1.05.          Notices, Etc., to Trustee, Company, the Parents or Unilever U.S.  Any request, demand, authorization, direction, notice, consent, waiver or other Act of Holders or

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other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)                               the Trustee by any Holder or by the Company, either Parent or Unilever U.S. shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at its Corporate Trust Office, or

(2)                               the Company, either Parent or Unilever U.S. by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, addressed to it at the address of its principal office specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee) with a copy to each Guarantor (either or both Parents and Unilever U.S., as the case may be) and addressed in the case of each such Guarantor to it at the respective address of its registered or principal office, as the case may be, specified in the first paragraph of this Indenture (unless another address has been previously furnished in writing to the Trustee by any such Guarantor, in which case at the last such address).

SECTION 1.06.         Notice to Holders; Waiver. When this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if (i) in writing and mailed, first-class postage prepaid, to each Holder of a Debt Security affected by such event in the manner and to the extent provided in Section 7.03 with respect to reports pursuant to Section 7.03, and (ii) if Outstanding bearer Debt Securities are affected by such event, published at least once in an Authorized Newspaper in London, England and Rotterdam, The Netherlands not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. When notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the acceptance of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.07.         Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.08.         Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

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SECTION 1.09.         Successors and Assigns. All covenants and agreements in this Indenture by the Company, the Parents or Unilever U.S. shall bind their respective successors and assigns, whether so expressed or not.

SECTION 1.10.         Separability Clause. In case any provision in this Indenture or in the Debt Securities, the Guarantees or the Coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11.         Benefits of Indenture. Nothing in this Indenture or in the Debt Securities, the Guarantees or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns hereunder, the Holders of Debt Securities, the holders of Coupons and the holders of Senior Debt, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 1.12.         Governing Law. This Indenture and the Debt Securities, the Guarantees and the Coupons and any transfer or disposition of registered Debt Securities and the Guarantees endorsed thereon shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Indenture, the Debt Securities and the Coupons shall be governed by the laws of the respective jurisdictions of organization of the Company, each Parent and Unilever U.S., as the case may be, the authorization of the Guarantees shall be governed by the laws of the jurisdiction of organization of each respective Guarantor and the execution of the Guarantees shall be governed by the laws of the jurisdiction of organization of the Company or either Parent, as the case may be.

SECTION 1.13.         Saturdays, Sundays and Legal Holidays. The terms of the Debt Securities (and Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date or Stated Maturity of a Debt Security shall not be a Business Day in a Place of Payment, then payment of any interest (and premium, if any) or principal need not be made in such Place of Payment on such date, but may be made on the next succeeding Business Day in such Place of Payment (or such other Business Day in a Place of Payment as shall be provided in such Debt Security or Coupon) with the same force and effect as if made on such Interest Payment Date or Redemption Date, or at such Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

SECTION 1.14.         Appointment of Agent for Service. Each of the Company, the Parents and Unilever U.S. hereby designates and appoints Unilever U.S. at its office at 390 Park Avenue, New York, NY 10022 as its authorized agent upon which process may be served in any suit, action or proceeding in any federal or state court in the Borough of Manhattan, The City of New York, arising out of or relating to the Debt Securities, the Guarantees, the Coupons or this Indenture, but for that purpose only, and agrees that service of process upon Unilever U.S., directed to the attention of its Legal Department and written notice of said service given by the Person serving the same to it, addressed as provided in Section 1.05, shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding. Such appointment shall be irrevocable so long as any of the Debt Securities remain Outstanding until the appointment of a successor by the Company, either Parent or Unilever U.S., as the case may be, and such successor’s acceptance of such appointment. Unilever U.S. hereby agrees to give each of the Company and the Parents notice of any process served upon it as provided in this

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Section 1.14. Each of the Company, the Parents and Unilever U.S. hereby submits (for the purposes of any such suit, action or proceeding) to the nonexclusive jurisdiction of any such court in which any such suit, action or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit, action or proceeding.

ARTICLE II

Debt Security Forms

SECTION 2.01.         Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be established by or pursuant to action of the Board of Directors of the Company or Unilever N.V., as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder or in one or more indentures supplemental hereto, pursuant to Section 3.01.

The Guarantees by the Guarantors to be endorsed on the Debt Securities of each series shall be substantially in the form set forth in Section 2.02, or as shall be established by or pursuant to the authority of each Guarantor’s Board of Directors, or in one or more indentures supplemental hereto, pursuant to Section 3.01.

The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.03 or Section 6.14.

The Debt Securities, the Guarantees and the Coupons may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed, engraved or otherwise reproduced thereon as the Company, the Parents or Unilever U.S., as the case may be, in its capacity as Issuer of any series of Debt Securities issued hereunder may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any applicable law or with any applicable rule or regulation made pursuant thereto or with any applicable rule or regulation of any securities exchange on which the Debt Securities, the Guarantees or the Coupons, as the case may be, may be listed, or to conform to usage.

SECTION 2.02.         Guarantee by Guarantors; Form of Guarantee. Each Guarantor (whether one or both Parents and Unilever U.S., as the case may be) by its execution of this Indenture hereby agrees with each Holder of a Debt Security of each series authenticated and delivered by the Trustee, and with each holder of any Coupon appertaining to any such Debt Security, and with the Trustee on behalf of each such Holder and each such holder, to be jointly and severally unconditionally bound by the terms and provisions of the Guarantee set forth below and authorizes the Company or either Parent, as the case may be, in the name and on behalf of such Guarantor, to confirm such Guarantee to the Holder of each such Debt Security by its execution and delivery of each such Debt Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee. When delivered pursuant to the provisions of Section 3.03 and, if applicable, Section 3.12 hereof, the Guarantees so set forth on the Debt Securities shall bind each such Guarantor notwithstanding the fact that such Guarantee does not bear the signature of any such Guarantor. For purposes of this Section 2.02 the term Debt Securities shall also include, unless the context may otherwise require, any Global Security.

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Trustee under such Indenture. [The Company] [Unilever N.V.] [Unilever PLC] has been duly authorized to execute this Guarantee on behalf of each Guarantor.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

This Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York, except that the authorization of this Guarantee shall be governed by the laws of the respective jurisdictions of organization of each Guarantor and the execution of this Guarantee shall be governed by the laws of the jurisdiction of organization of [the Company] [Unilever N.V.] [Unilever PLC].

Executed and dated the date on the face hereof.

SECTION 2.03.         Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:

Certification of Authentication

This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.

ARTICLE III

The Debt Securities

SECTION 3.01.         Amount Unlimited; Issuable in Series. The aggregate principal amount of Debt Securities which may be authenticated and delivered under this Indenture is unlimited. The Debt Securities may be issued in one or more series.

There shall be established by or pursuant to action of the Board of Directors of the Company or Unilever N.V., as the case may be and by or pursuant to the authority of the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Debt Securities of the applicable Issuer of any series,

(1)                               the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other series of Debt Securities);

(2)                               any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07);

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(3)                               the date or dates on which the principal of (and premium, if any, on) the Debt Securities of the series is payable, which may be serial;

(4)                               the rate or rates at which the Debt Securities of the series shall bear any interest or the manner of calculation of such rate or rates, if any, the date and dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable or the manner of determination of such Interest Payment Dates and, in the case of registered Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date;

(5)                               the obligation, if any, of the Company or Unilever N.V., as the case may be or any Guarantor to pay additional interest in respect of the withholding or deduction of taxes, assessments or other governmental charges of the United States of America imposed upon payments under the Debt Securities or Coupons by the Company or Unilever N.V., as the case may be or any Guarantor to a United States Alien;

(6)                               if other than as specified in Section 10.02, the place or places where the principal of (and premium, if any) and any interest on Debt Securities of the series shall be payable by the Company or Unilever N.V. or the Guarantors, as the case may be;

(7)                               the period or periods within which, the price or prices at which and the terms and conditions upon which, Debt Securities of the series may be redeemed, in whole or in part, at the option of the Company or Unilever N.V., as the case may be and, if other than by Board Resolution, the manner in which such election by the Company or Unilever N.V., as the case be, to redeem such Debt Securities shall be evidenced;

(8)                               the obligation, if any, of the Company or Unilever N.V., as the case may be to redeem or purchase any Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Debt Securities of the Series shall be redeemed or purchased, in whole or in part, pursuant to such obligations (except with respect to any redemption of Debt Securities pursuant to Section 11.08);

(9)                               Events of Default with respect to the Debt Securities of the series and the remedies with respect thereto, if other than as specified herein;

(10)                        if other than denominations of $1,000 and any integral multiple thereof (in the case of registered Debt Securities) and $1,000 (in the case of bearer Debt Securities), the denominations in which Debt Securities of the series in each applicable form shall be issuable and, if less than $1,000, the principal amount which shall be entitled to one vote pursuant to Section 13.05 hereof;

(11)                        whether the Debt Securities of the series, in whole or any specified part, shall be defeasible pursuant to Article XIV and, if other than by a Board Resolution, the manner in which any election by the Company or any Parent to defease such Securities shall be evidenced;

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(12)                        provisions, if any, for the Debt Securities of the series to be convertible as provided in Article XV of this Indenture, including the period or periods within which Debt Securities of such series may be converted into N.V. Shares, the initial conversion price per N.V, Share, deliverable upon such conversion and the denominations in which portions of Debt Securities of such series may be converted, if other than denominations of $1,000 and any integral multiple thereof;

(13)                        the attachment, if any, of stock, warrants, options or other rights to purchase stock or other securities of the Company, Unilever N.V., Unilever PLC or any other corporation;

(14)                        the Guarantee of the Debt Securities of such series pursuant to Article II hereof and, if applicable. Section 3.12 hereof;

(15)                        if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to claim pursuant to Section 5.04;

(16)                        whether the Debt Securities of the series will be issued in registered form or in bearer form with Coupons attached or both and, if bearer series will be issued, the date or dates thereof, whether bearer Debt Securities of the series may be exchanged for registered Debt Securities of the series, whether a Global Security will initially be executed and delivered, and whether registered Debt Securities of the series may be exchanged, if permitted under applicable laws and regulations, for bearer Debt Securities of the series and the circumstance under which any such exchanges, if permitted, may be made and whether the procedures set forth in Section 3.11 and Section 3.12 shall apply to bearer Debt Securities of any series;

(17)                        provisions, if any, for the Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign Currencies;

(18)                        additional covenants, if any, of the Issuer for the benefit of the Debt Securities of such series;

(19)                        provisions, if any, for the Debt Securities (and the Guarantees endorsed thereon) to be subordinated to and subject in right of payment to the prior payment in full of all Senior Debt of the Issuer or the Guarantors, as the case may be, of such series of Debt Securities (whether the Company or Unilever N.V.);

(20)                        any other terms of the series, which terms shall not be inconsistent with the provisions of this Indenture; provided, however, that the addition to, subtraction from or variation of Articles IV, V, VIII, IX, X, XI, XIV and XV with regard to the Debt Securities of a particular series shall not be deemed to constitute a conflict with the provisions of those Articles to the extent permitted by the Trust Indenture Act; provided further that no such addition to, subtraction from or variation shall adversely affect the Holders of any other series of the Debt Securities;

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(21)                        the form of Debt Securities of the series, the Guarantees to be endorsed thereon and any Coupons appertaining thereto; and

(22)                        Applicable CUSIP Numbers. All Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or in any such indenture supplemental hereto.

When the forms of Debt Securities of any series, Guarantees to be endorsed thereon and any Coupons to be attached thereto, or any of the terms thereof are established by action taken by or pursuant to the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, or by or pursuant to the authority of the Board or Directors of each Guarantor of such series, copies of Board Resolutions of the Company or Unilever N.V., as the case may be, and of each Guarantor of such series in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Issuer Order pursuant to Section 3.03 for the authentication and delivery of such Debt Securities.

SECTION 3.02.         Denominations. Registered Debt Securities shall be issuable in registered form without Coupons in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to registered Debt Securities of any series, such Debt Securities shall be issuable in denominations of $1,000 and any integral multiple thereof. Bearer Debt Securities shall be issuable in bearer form with Coupons attached (except in the case of Debt Securities that do not bear interest) in such denominations as shall be specified pursuant to Section 3.01. In the absence of any such specification with respect to bearer Debt Securities of any series, such Debt Securities shall be issuable in the denomination of $1,000.

SECTION 3.03.         Execution, Authentication, Delivery and Dating. The Debt Securities shall be executed on behalf of the Company or Unilever N.V., as the case may be, by, (i) in the case of the Company, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries or (ii) in the case of Unilever N.V., any person or persons authorized pursuant to its Articles of Association to represent Unilever N.V. or, (iii) in the case of either Parent, any other person thereunto duly authorized. The signature of any of these officers, certified to the satisfaction of The Bank of New York Mellon, on the Debt Securities may be manual or facsimile. Any Coupons attached to any bearer Debt Securities shall be executed in the name of the Company or Unilever N.V., as the case may be, by the facsimile signature of the Treasurer thereof.

Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Debt Securities or Coupons or did not hold such offices at the date of such Debt Securities or Coupons.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Debt Securities of any series executed by such Issuer having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto appropriate Coupons, if any, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Debt Securities and an Issuer Order from each Guarantor approving the delivery of the Guarantees endorsed thereon and the Trustee in accordance with such Issuer Orders shall authenticate and deliver such Debt Securities having

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such Guarantees endorsed thereon. In authenticating such Debt Securities and accepting the additional responsibilities under the Indenture in relation to such Debt Securities the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture and that such Debt Securities constitute the legal, valid, binding and enforceable obligation of the Issuer thereof.

The Trustee shall not be required to authenticate such Debt Securities if the issue of such Debt Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Debt Securities or any Coupons and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each registered Debt Security shall be dated the date of its authentication unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and by or pursuant to the action or authority of the Board of Directors of each Guarantor, as appropriate or established in one or more indentures supplemental hereto.

Each bearer Debt Security shall be dated the date specified pursuant to Section 3.01 unless otherwise provided by or pursuant to action or the authority of the Board of Directors of the Company or Unilever N.V., as the case may be, and the Board of Directors of each Guarantor, as appropriate, or established in one or more indentures supplemental hereto.

No Debt Security or Guarantee endorsed thereon or Coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder and that such Debt Security, Guarantee or Coupon is entitled to the benefits of this Indenture. The delivery of any Debt Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of each Guarantor.

The Trustee shall not authenticate or deliver any bearer Debt Securities until any matured Coupons appertaining thereto shall have been detached and canceled, except as otherwise provided in Section 3.04, 3.05 or 9.06 or as permitted in Section 3.06.

Notwithstanding the foregoing, if any Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the applicable Issuer, and the applicable Issuer shall deliver such Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04.         Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Company or Unilever N.V., as the case may be, may execute, and upon an Issuer Order the Trustee shall authenticate and deliver, temporary Debt Securities substantially of the tenor of the definitive Debt Securities in lieu of which they are issued, and having endorsed thereon Guarantees of each Guarantor substantially of the tenor of the definitive Guarantee, which Debt Securities and Guarantees may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Debt Securities may be issued as bearer Debt Securities with or without Coupons attached thereto or as registered Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other

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variations as the officers executing such Debt Securities and the directors or officers delivering such Guarantees may determine, all as evidenced by such execution or delivery, as the case may be.

If temporary Debt Securities of any series are issued, the Issuer will cause definitive Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt Securities of such series (including any and all unmatured Coupons or matured Coupons in default attached thereto) at the office or agency of the Issuer in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Debt Securities of any series, the Issuer shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Debt Securities of the same series of authorized denominations having endorsed thereon Guarantees of each Guarantor and, in the case of bearer Debt Securities, having attached thereto any appropriate Coupons. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series.

The provisions of this Section 3.04 are subject to any restrictions or limitations on the issue and delivery of temporary bearer Debt Securities of any series that may be established pursuant to Section 3.01 (including any provision that bearer Debt Securities of such series initially be issued in the form of a Global Security to be delivered to a Depository of the Company or Unilever N.V., as the case may be, located outside the United States of America and the procedures pursuant to which definitive bearer Debt Securities of such series would be issued in exchange for such Global Security).

SECTION 3.05.         Registration, Registration of Transfer and Exchange. Registered Debt Securities of any series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of other authorized denominations. If bearer Debt Securities of any series are issued in more than one authorized denomination, unless otherwise specified pursuant to Section 3.01, bearer Debt Securities of one authorized denomination may be exchanged for a like aggregate principal amount of bearer Debt Securities of other authorized denominations. If Debt Securities of any series are issued in both registered and bearer form, to the extent and under the circumstances specified pursuant to Section 3.01, registered Debt Securities may be exchanged, if permitted under United States of America tax law without adverse consequences to the Company or Unilever N.V., as the case may be, or the Holders, for a like aggregate principal amount of bearer Debt Securities of such series of authorized denominations and bearer Debt Securities of such series may be exchanged for a like aggregate principal amount of registered Debt Securities of such series of authorized denominations. The Debt Securities to be exchanged shall be surrendered at an office or agency of the Company or Unilever N.V., as the case may be, designated pursuant to Section 10.02 for such purpose, and the Company or Unilever N.V., as the case may be, shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Debt Security or Debt Securities of the same series which the Holder making the exchange shall be entitled to receive, each such Debt Security having endorsed thereon a Guarantee of each Guarantor. All bearer Debt Securities surrendered for exchange shall have attached all unmatured Coupons appertaining thereto, if any, and in case at the time of any such exchange interest on such Debt Securities is in default, shall in addition have attached all matured Coupons in default appertaining thereto. In case a bearer Debt Security is surrendered in exchange for a registered Debt Security after the close of business on any Regular Record Date

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and before the opening of business on the next succeeding Interest Payment Date, such bearer Debt Security shall be surrendered without the Coupon relating to such Interest Payment Date and interest will not be payable on such Interest Payment Date in respect of the registered Debt Security issued in exchange for such bearer Debt Security, but will be payable only to the Holder of such Coupon when due.

The Company or Unilever N.V., as the case may be, shall cause to be kept in the Borough of Manhattan, The City of New York a register (the register maintained in such office and in any other office or agency of any Issuer in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of registered Debt Securities and of transfers of such Debt Securities. The Bank of New York Mellon has been appointed initially as “Security Registrar” for the purpose of registering Debt Series and transfers of Debt Securities as herein provided.

Registered Debt Securities shall be transferable only on the Security Register and only upon the execution by the Holder of written instrument of transfer. Upon surrender for registration of transfer of any registered Debt Security of any series at an office or agency of the Issuer of such Debt Security designated pursuant to Section 10.02 for such purpose, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new registered Debt Securities of the same series of any authorized denominations, of a like aggregate principal amount, having endorsed thereon a Guarantee of each Guarantor.

Bearer Debt Securities and Coupons shall be transferable by delivery.

All Debt Securities and any Coupons issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Debt Securities and any Coupons surrendered upon such registration of transfer or exchange.

Every registered Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar, duly executed by the registered Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Debt Securities, but the Issuer of such Debt Securities may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Debt Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

The Issuer shall not be required (i) to issue, register the transfer of or exchange any Debt Security of any series during a period beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Debt Securities of such series selected for redemption under Section 11.04 and ending at the close of business on the day of the giving of such notice, or (ii) to register the transfer of or exchange any Debt Security so selected for redemption in whole or in part, except the unredeemed portion of Debt Securities being redeemed in part.

SECTION 3.06.         Mutilated, Destroyed, Lost and Stolen Debt Securities. If any mutilated Debt Security or Coupon is surrendered to the Trustee, the Issuer of such Debt Security

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may execute and the Trustee shall, in the case of a Debt Security, authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding.

If there be delivered to the Issuer of any Debt Security, to each Guarantor thereof and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft or any such Debt Security or Coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of them harmless, then, in the absence of notice to such Issuer, any such Guarantor or the Trustee that such Debt Security or Coupon has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Debt Security or Coupon a new Debt Security or Coupon of the same series and of like tenor and amount, having, in the case of a Debt Security, endorsed thereon a Guarantee of each Guarantor, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Debt Security or Coupon has become or is about to become due and payable, the Issuer thereof in its discretion may, instead of issuing a new Debt Security or Coupon, pay such Debt Security or Coupon; provided, however, that such payment, in the case of a bearer Debt Security or Coupon, shall occur only outside the United States of America.

Upon the issuance of any new Debt Security or Coupon under this Section, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security or Coupon shall constitute an original additional contractual obligation of the Issuer and each Guarantor of such Debt Security, whether or not the destroyed, lost or stolen Debt Security or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities and Coupons of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons.

SECTION 3.07.         Payment of Interest; Interest Rights Preserved. Interest on any Debt Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Debt Securities, to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest and, in the case of bearer Debt Securities, upon presentation and surrender outside the United States of America of the Coupon appertaining thereto in respect of the interest due on such Interest Payment Date.

In the case of registered Debt Securities where payment is to be made in United States dollars, at any Paying Agent’s office outside the Borough of Manhattan, The City of New York, payment will be made by check drawn on or by transfer to a United States dollar account maintained by the payee with, a bank in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

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In the case of registered Debt Securities where payment is to be made in a Foreign Currency or in the case of bearer Debt Securities of any series and any Coupons appertaining thereto, payment will be made as established by or pursuant to action of the Board of Directors of the Issuer of such series or established in one or more supplemental indentures relating to such series and any Coupons appertaining thereto; notwithstanding the foregoing, payments on bearer Debt Securities and Coupons shall only be made outside the United States.

Any interest on any Debt Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date is herein called “Defaulted Interest”. Defaulted Interest on any registered Debt Security of any series shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue then of having been such Holder, and such Defaulted Interest may be paid by the Issuer of such series, at its election in each case, as provided in clause (1) or (2) below:

(1)                               The Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the registered Debt Securities of such series (or their respective Predecessor Debt Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Debt Security of such series and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest in respect of registered Debt Securities of such series which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of such Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner and to the extent provided in Section 1.06, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest on the registered Debt Securities of such series and the Special Record Date therefor having been so given, such Defaulted Interest on the Debt Securities of such series shall be paid (i) in the case of registered Debt Securities to the Persons in whose names such Debt Securities (or their respective Predecessor Debt Securities) are registered in the Security Register at the close of business on such Special Record Date, and (ii) in the case of bearer Debt Securities upon presentation and surrender outside the United States of America of the matured Coupons appertaining thereto, on the date for payment of such Defaulted Interest specified in the notice, and such Defaulted Interest shall no longer be payable pursuant to the following Clause (2); or

(2)                               The Issuer may make payment of any Defaulted Interest on the Debt Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

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Subject to the foregoing provisions of this Section, each Debt Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security shall carry the rights to any interest accrued and unpaid, and to accrue, which were carried by such other Debt Security.

In the case of any Debt Security which is converted after any Regular Record Date and on or prior to the corresponding Interest Payment Date, interest on such Debt Security whose Stated Maturity is on such Interest Payment Date shall be deemed to continue to accrue and shall be payable on such Interest Date notwithstanding such conversion and notwithstanding that such Debt Security may have been called for redemption on a Redemption Date within such period, and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Debt Security which is converted, interest whose Stated Maturity is after the date of conversion of such Debt Security shall not be payable.

SECTION 3.08.         Persons Deemed Owners. Prior to due presentment of a registered Debt Security for registration of transfer, the Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the Person in whose name such Debt Security is registered as the owner of such Debt Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security and for all other purposes whatsoever, whether or not such Debt Security be overdue; and neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary.

The Issuer and any Guarantor of such Debt Security, the Trustee and any agent of such Issuer, any such Guarantor or the Trustee may treat the bearer of any bearer Debt Security or any Coupon as the owner of such Debt Security or Coupon, as the case may be, for the purpose of receiving payment of principal of (and premium, if any) and any interest on such Debt Security or payment of such Coupon, as the case may be, and for all other purposes whatsoever, whether or not such Debt Security or Coupon be overdue, and, to the extent permitted by law, neither the Issuer, any Guarantor, the Trustee nor any agent of the Issuer, any Guarantor or the Trustee shall be affected by notice to the contrary; provided, however, that the Trustee shall have no obligation to investigate the law with respect thereto.

SECTION 3.09.         Cancellation. All Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund or analogous payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Issuer or any Guarantor may at any time deliver to the Trustee for cancellation any Debt Securities previously authenticated and delivered hereunder and Coupons which the Issuer or any Guarantor, as the case may be, may have acquired in any manner whatsoever, and all Debt Securities and Coupons so delivered shall be promptly canceled by the Trustee. No Debt Securities shall be authenticated in lieu of or in exchange for any Debt Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All Debt Securities and Coupons to be canceled by the Trustee shall be marked “Canceled” and shall be disposed of by the Trustee in its customary manner.

SECTION 3.10.         Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Debt Securities of any series, any interest on the Debt Securities of each series shall be computed on the basis of a year of 360 days of twelve 30-day months.

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SECTION 3.11.         Compliance with Certain Laws and Regulations. If any bearer Debt Securities are to be issued in a series, the Issuer will make arrangements reasonably designed pursuant to then applicable laws and regulations, if any, to ensure that bearer Debt Securities are offered and sold (or resold in connection with the original issuance) only outside the United States of America and only to Persons who are not U.S. Persons or persons who have purchased for resale to any U.S. Person.

SECTION 3.12.         Global Security. Except as specified for a particular series pursuant to Section 3.01:

(a)                                      With respect to a series of Debt Securities which any Issuer proposes to issue as bearer Debt Securities, in lieu of initially issuing Debt Securities of such series in definitive form, such Issuer may initially execute and deliver to the Trustee a Global Security representing all or a part of the Debt Securities of such series, and the Trustee shall authenticate and deliver, pursuant to an Issuer Order, such Global Security. Such Global Security shall have endorsed thereon a Guarantee, subject to Section 2.01, substantially in the form set forth in Section 2.02. The Issuer shall thereafter execute and deliver to the Trustee prior to the applicable Exchange Date, for authentication and delivery outside the United States of America by it, definitive Debt Securities of such series, having Guarantees endorsed thereon, in the aggregate principal amount of such Global Security. For purposes of this Section 3.12, “Exchange Date”, with respect to the Debt Securities of a series, shall mean the date 45 days after the closing date of such series.

(b)                                      A beneficial owner of Debt Securities of a series desiring to exchange his beneficial interest in a Global Security for such Debt Securities in definitive form shall instruct the depository designated by the Issuer for such Global Security (the “Depository”) to request such exchange on his behalf and, if such beneficial owner should request definitive Debt Securities in the form of bearer Debt Securities, shall deliver to the Depository a certificate satisfactory to the Depository, the Guarantors and the Issuer with respect to certain requirements of applicable tax and/or securities laws and regulations, copies of a form of which the Trustee shall make available from its offices, the offices of the Depository and the offices of each other agent appointed by the Issuer pursuant to Section 3.01.

(c)                                       From time to time (but with respect to bearer Debt Securities, only on or after the applicable Exchange Date) the Trustee shall, upon the request of the Depository acting on behalf of beneficial owners of a Global Security representing the Debt Securities of a series, authenticate and deliver to the Depository outside the United States of America for the account of such beneficial owners, in exchange for the portion of such Global Security beneficially owned by such owners, definitive Debt Securities of such series in an aggregate principal amount equal to the aggregate principal amount of such Debt Securities beneficially owned by such owners, but if such definitive Debt Securities are to be bearer Debt Securities only upon delivery by the Depository, acting on behalf of such beneficial owners, to the Trustee (at an office located outside the United States of America designated by the Trustee) of a certificate or certificates satisfactory to the Trustee, the Issuer and the Guarantors with respect to certain requirements of the applicable tax and/or securities laws and regulations. The delivery to the Depository of such certificate or certificates may be relied upon by the Issuer, the Guarantors and the Trustee as conclusive evidence that a related certificate or certificates has or have been delivered to the Depository as contemplated by the terms of the preceding paragraph (b).

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(d)                                      Upon any exchange of a part of a Global Security for definitive Debt Securities of a series, such part of the principal amount of such Global Security shall be endorsed on the schedule to such Global Security by the Trustee, whereupon its remaining principal amount shall be reduced for all purposes by the amount so exchanged and endorsed. Until so exchanged in full, a Global Security shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series authenticated and delivered or to be authenticated and delivered hereunder, except that neither the Holder nor the beneficial owners of a Global Security shall be entitled to exchange such Global Security for any other Debt Securities, except as provided herein and in the text of such Global Security, or, to receive interest payments on such Global Security, except to the extent the text of such Global Security provides otherwise. On the second anniversary of the date of issue of any Global Security, the principal amount of such Global Security which remains unexchanged on such date will be exchanged outside the United States of America for definitive Securities, to the extent and under the circumstances specified in Section 3.01, in the form of registered Debt Securities or bearer Debt Securities or both, as specified consistent with the terms of such series by the Issuer in writing to the Depository, such definitive Debt Securities to be held by the Depository and to be distributed outside the United States of America by the Depository to beneficial owners of such Debt Securities and, in the case of bearer Debt Securities, only upon receipt of a certificate evidencing beneficial ownership of such Debt Securities, referred to in paragraph (b) above.

(e)                                       Any exchange of the beneficial interest in a Global Security for Debt Securities of a series shall be made free of charge to the Holder and beneficial owners of such Global Security, except that a Person receiving Debt Securities of a series must bear the cost of insurance, postage, transportation and similar expenses in the event such Person does not receive Debt Securities of such series in person at the offices of the Depository.

SECTION 3.13.         CUSIP Numbers. At its election, an Issuer in issuing any series of Debt Securities may have “CUSIP” numbers (if then generally in use) assigned to such series of Debt Securities, and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee of any change in the CUSIP Numbers.

ARTICLE IV

Satisfaction and Discharge

SECTION 4.01.         Satisfaction and Discharge of Indenture. This Indenture shall upon Issuer Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Debt Securities herein expressly provided for), and the Trustee, at the expense of the Company or Unilever N.V., as the case may be, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when

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(1)                              either

(A)                                       all Debt Securities theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (i) Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06, and (ii) Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by any applicable Issuer or any Guarantor and thereafter repaid to any such Issuer or Issuers or any such Guarantor, as the case may be, or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(B)                                       all such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation (other than Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06)

(i)                                      have become due and payable, or

(ii)                                   will become due and payable at their Stated Maturity within one year, or

(iii)                                  are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer or Issuers of such Debt Securities,

and the Company or Unilever N.V., as the case may be, or any Guarantor, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest, if any, to the date of such deposit (in the case of Debt Securities and Coupons which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)                               the Company or Unilever N.V., as the case may be, or any Guarantor has paid or caused to be paid all other sums payable hereunder by any Issuer; and

(3)                               the Company or Unilever N.V., as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

In the event there are Debt Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Debt Securities of all series as to which it is Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instruments from all Trustees hereunder.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of any Issuer and each Guarantor to the Trustee under Section 6.07, the obligations of any Issuer

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and each Guarantor to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.

SECTION 4.02.         Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Debt Securities, any Coupons and this Indenture, to the payment, either directly or through any Paying Agent (including any Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for the payment of which such money has been deposited with the Trustee.

ARTICLE V

Remedies

SECTION 5.01.         Events of Default. “Event of Default,” wherever used herein with respect to Debt Securities of a particular series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)                               default in the payment of any interest or any additional interest upon any Debt Security of such series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2)                               default in the payment of the principal of (or premium, if any, on) any Debt Security of such series at its Maturity; or

(3)                               default in the making of any sinking fund or analogous payment, when and as due by the terms of a Debt Security of such series or beyond any period of grace provided with respect thereto; or

(4)                               default in the performance, or breach, of any covenant or warranty of any Issuer or any Guarantor in this Indenture in respect of Debt Securities of such series (other than a covenant or warranty the breach or default in performance of which is elsewhere in this Section specifically dealt with or which is solely for the benefit of Debt Securities of any series other than such series), and continuance of such breach or default for a period of 90 days after there has been given, by registered or certified mail, to such Issuer and each Guarantor by the Trustee or to such Issuer, each Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Debt Securities of all series so affected (voting as one class) a written notice specifying such breach or default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5)                               the entry of a decree or order by a court having jurisdiction in the premises granting relief in respect of the Company or any Parent in an involuntary case under Title 11 of United States Code or adjudging the Company or any Parent bankrupt or insolvent,

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or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Parent under any applicable law of the United States of America, the United Kingdom or the Netherlands, or appointing a receiver, liquidator, custodian, assignee, trustee, sequestrator or other similar official of the Company or any Parent or of any substantial part of its property, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or

(6)                               the commencement by the Company or any Parent of a voluntary case under Title 11 of the United States Code, or the institution by the Company or any Parent of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable bankruptcy, insolvency or similar law of the United States of America, the United Kingdom or the Netherlands, or the consent by it to the filing of such petition or to the appointment of a receiver, liquidator, custodian, assignee, trustee, sequestrator or similar official of the Company or any Parent or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency) the taking of corporate action by the Company or any Parent in furtherance of any such action.

SECTION 5.02.         Acceleration of Maturity; Rescission and Annulment. If an Event of Default described in clauses (1), (2) or (3) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such series may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of that series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default described in clauses (4), (5) or (6) of Section 5.01 occurs with respect to Debt Securities of any series and is continuing, then in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Outstanding Debt Securities of such affected series (voting as one class) may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of such affected series to be due and payable immediately, by a notice in writing to the Issuer of such series and each Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Debt Securities of any series (or all the Debt Securities of such affected series, as the case may be) has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal

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amount of the Outstanding Debt Securities of such series (or of all the Outstanding Debt Securities of such affected series (voting as one class), as the case may be), by written notice to the Issuer of such series, each Guarantor and the Trustee, may rescind and annul such declaration and its consequences if

(1)                              the Issuer of such series or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay

(A)                                       all overdue installments of any interest on all Debt Securities of such series,

(B)                                       the principal of (and premium, if any, on) any Debt Securities of such series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate prescribed therefor in such Debt Securities,

(C)                                       to the extent that payment of such interest is lawful, interest upon any overdue installments of interest at the rate prescribed therefor in such Debt Securities, and

(D)                                       all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2)                               all Events of Default with respect to Debt Securities of such series, other than the nonpayment of the principal amount or specified amount of Debt Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 5.03.         Collection of Indebtedness and Suits for Enforcement by Trustee. Each Issuer of Debt Securities issued pursuant to this Indenture covenants that if

(1)                               default is made in the payment of any installment of interest or additional interest on any Debt Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2)                               default is made in the payment of the principal of (or premium, if any, on) any Debt Security at the Maturity thereof,

the applicable Issuer will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Debt Securities and the holders of any Coupons appertaining thereto, the whole amount then due and payable on such Debt Securities and Coupons for principal (and premium, if any) and interest, if any, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue interest, at the rate or rates prescribed therefor in such Debt Securities; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If such Issuer fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute at the expense of the Issuer a

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judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against such Issuer, any Guarantor or any other obligor upon such Debt Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of such Issuer, any Guarantor or any other obligor upon such Debt Securities, wherever situated.

If an Event of Default with respect to Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Debt Securities of such series and holders of any Coupons appertaining thereto by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

No recourse for the payment of the principal of (or premium, if any) or any interest on any Debt Security, or for any claim based thereon or on the Guarantee endorsed thereon or on any Coupon or otherwise in respect thereof or of such Guarantee or Coupon and no recourse under or upon any obligation, covenant or agreement of any Issuer or of any Guarantor in this Indenture, or in any Debt Security, Guarantee endorsed thereon or Coupon, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of any such Issuer or of any Guarantor or of any successor corporation of either, either directly or through such Issuer or any Guarantor or any successor corporation of any of them, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture, the issue of the Debt Securities and any Coupons, and the endorsement of the Guarantees thereon.

SECTION 5.04.         Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Issuer, any Guarantor or any other obligor upon the Debt Securities of a series or the property of any Issuer, any Guarantor or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the applicable Issuer or any Guarantor for the payment of overdue principal (and premium, if any) or any interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)             to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, and

(ii)          to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Debt Security and each holder of a Coupon to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee

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any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.

Subject to Article VIII and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder or any holder of a Coupon any plan of reorganization, arrangement, adjustment, or composition affecting the Debt Securities or Coupons or the rights of any Holder of any Debt Security or any holder of any Coupon or to authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 5.05.         Trustee May Enforce Claims Without Possession of Debt Securities. All rights of action and claims under this Indenture or the Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Debt Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel be for the ratable benefit of the Holders of the Debt Securities and any holders of Coupons in respect of which such judgment has been recovered.

SECTION 5.06.         Application of Money Collected. Subject to Article XVI, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or any interest, upon presentation of the Debt Securities and any Coupons (such presentation, in the case of bearer Debt Securities or Coupons, to occur only outside the United States of America), and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 6.07 and the Authenticating Agent under Section 6.14; and

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and any interest on the Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Debt Securities for principal (and premium, if any) and any interest, respectively; and

THIRD: To the payment of the balance, if any, to any applicable Issuer.

SECTION 5.07.         Limitation on Suits. No Holder of any Debt Security or holder of any Coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1)                               such Holder of a Debt Security has previously given written notice to the Trustee of a continuing Event of Default with respect to Debt Securities of the same series specifying such Default and stating that such notice is a “Notice of Default” hereunder;

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(2)                               the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of such series (25% in aggregate principal amount of all Outstanding Debt Securities of affected series (voting as one class) in the case of an Event of Default described in clauses (4), (5) or (6) of Section 5.01) shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;

(3)                               such Holder of a Debt Security or holder of a Coupon has offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)                               the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)                               no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series or of all Outstanding Debt Securities of such affected series (voting as one class), as the case may be;

it being understood and intended that no one or more Holders of Debt Securities of a particular series or holders of Coupons appertaining thereto shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Debt Securities of such series or holders of such Coupons.

SECTION 5.08.         Unconditional Right of Holders to Receive Principal, Premium and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Debt Security or the holder of any Coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 3.07) any interest on such Debt Security on the respective Stated Maturities expressed in such Debt Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

SECTION 5.09.         Restoration of Rights and Remedies. If the Trustee, any Holder of any Debt Security or any holder of any Coupon has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the Issuer of such Debt Security, each Guarantor, the Trustee, the Holders of Debt Securities and the holders of Coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee, the Holders of Debt Securities and the holders of Coupons shall continue as though no such proceeding had been instituted.

SECTION 5.10.         Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee, the Holders of Debt Securities or the holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by

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law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11.         Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Debt Security or holder of any Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Debt Securities or to the holders of Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Debt Securities or by the holders of Coupons, as the case may be.

SECTION 5.12.         Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of such series; provided that

(1)                               such direction shall not be in conflict with any rule of law or with this Indenture;

(2)                               the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Holders of any Debt Securities of any series not taking part in such direction with respect to which the Trustee is acting as the Trustee; and

(3)                               the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 5.13.         Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of any series (or all Outstanding Debt Securities of all affected series (voting as one class), as the case may be), may on behalf of the Holders of all the Debt Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1)                               in the payment of the principal of (or premium, if any) or any interest on any Debt Security of such series; or

(2)                               in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 5.14.         Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to

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pay the costs of such suit, and may assess costs (including legal fees and expenses) against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Trustee, Company, either Parent or Unilever U.S.

SECTION 5.15.         Waiver of Usury, Stay or Extension Laws. Each Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and such Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI

The Trustee

SECTION 6.01.         Certain Duties and Responsibilities.(a)

(a)                                      The duties and responsibilities of the Trustee shall be as provided in the Trust Indenture Act.

(b)                                      Notwithstanding subsection (a) of this Section 6.01, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)                                       Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.02.         Notice of Defaults. If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or any interest on any Debt Securities of such series or in the payment of any sinking fund installment with respect to Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Debt Securities of such series; and provided further that in the case of any default of the character specified in Section 5.01(4), no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt Securities of such series.

SECTION 6.03.         Certain Rights of Trustee. Subject to the provisions of Section 6.01:

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(a)                                      the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)                                      any request or direction of any Issuer or any Guarantor mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order and any resolution of the Board of Directors of any Issuer or any Guarantor may be sufficiently evidenced by a Board Resolution;

(c)                                       whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d)                                      the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)                                       the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f)                                        the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled during normal business hours on reasonable notice to examine the books, records and premises of any Issuer, personally or by agent or attorney at the expense of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

(g)                                       the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h)                                      the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(i)                                          the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture; and

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(j)                                         the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

SECTION 6.04.         Not Responsible for Recitals or Issuance of Debt Securities. The recitals contained herein and in the Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, Unilever N.V., Unilever PLC or Unilever U.S., as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Debt Securities or Coupons. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by any Issuer of Debt Securities or the proceeds thereof.

SECTION 6.05.         May Hold Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of any Issuer or any Guarantor, in its individual or any other capacity, may become the owner or pledgee of Debt Securities or Coupons and, subject to Sections 6.08 and 6.13, may otherwise deal with any Issuer or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 6.06.         Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the applicable Issuer or any Guarantor, as the case may be.

SECTION 6.07.         Compensation and Reimbursement. The Company, the Parents and Unilever U.S., jointly and severally, agree

(1)                              to pay to the Trustee from time to time such compensation as shall be agreed to from time to time in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)                               except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or wilful misconduct; and

(3)                           to fully indemnify the Trustee for, and to hold it harmless against, any and all loss, damage, claim, liability or expense, including legal fees and expenses and taxes (other than taxes based on the income of the Trustee) incurred without negligence or wilful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder including the costs and expenses of defending itself against any claim or liability (whether asserted by any party hereto, the Holders or any other Person) in connection with the exercise or performance of any of its powers or duties hereunder.

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As security for the performance of the obligations of the Company, the Parents and Unilever U.S. under this Section, the Trustee shall have a lien, to which the Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or any interest on the Debt Securities.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture and the removal or resignation of the Trustee.

SECTION 6.08.         Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Debt Securities of more than one series.

SECTION 6.09.         Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to the Debt Securities of each series which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such having a combined capital and surplus of at least $50,000,000, and, if there be such Person willing and able to act as trustee on reasonable and customary terms, having its Corporate Trust Office in the Borough of Manhattan, The City of New York, New York. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 6.10.         Resignation and Removal; Appointment of Successor.  (a)                            No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

(b)                                      The Trustee may resign at any time with respect to the Debt Securities of one or more series by giving written notice thereof to each Issuer of any such series.

(c)                                       The Trustee may be removed at any time with respect to the Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the Trustee and to the Company, each Parent and Unilever U.S..

(d)                                      If at any time:

(1)                                      the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company, either Parent or Unilever U.S. or by any Holder who has been a

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bona fide Holder of a Debt Security of the series as to which the Trustee has a conflicting interest for at least six months, or

(2)                               the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company, either Parent or Unilever U.S. or by any Holder who has been a bona fide Holder of a Debt Security for at least six months, or

(3)                               the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) any Issuer by a Board Resolution may remove the Trustee with respect to all its Debt Securities, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Debt Security for at least six months (and, in the case of Section 6.10(d)(1) above, who is a Holder of a Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Debt Securities and the appointment of a successor Trustee or Trustees.

(e)                                       If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of notice of resignation or removal, the Trustee resigning or being removed may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.

(f)                                        If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Debt Securities of one or more series, any applicable Issuer, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Debt Securities of any particular series), and shall comply with the applicable requirement of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Debt Securities of such series delivered to the Company, each Parent and Unilever U.S. and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Issuer of such series. If no successor Trustee with respect to the Debt Securities of any series shall have been so appointed by the Issuer of such series or the Holders of Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Debt Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Debt Securities of such series.

(g)                                       Each Issuer shall give notice of each resignation and each removal of the Trustee with respect to its Debt Securities of any series and each appointment of a successor Trustee with respect to its Debt Securities of any series in the manner and to the

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extent provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Debt Securities of such series and the address of its Corporate Trust Office.

SECTION 6.11.         Acceptance of Appointment by Successor.  (a)                                            In case of the appointment hereunder of a successor Trustee with respect to all Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company, each Parent, Unilever U.S. and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company, either Parent or Unilever U.S. or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)                                      In case of the appointment hereunder of a successor Trustee with respect to the Debt Securities of one or more (but not all) series, the Issuer of any such series, each Guarantor, the retiring Trustee and each successor Trustee with respect to the Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees cotrustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the applicable Issuer, any Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Debt Securities of such series to which the appointment of such successor Trustee relates.

(c)                                       Upon request of any such successor Trustee, any applicable Issuer and each Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

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(d)                                      No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 6.12.         Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authentication Trustee may adopt such authentication and deliver the Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Debt Securities.

SECTION 6.13.         Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of any Issuer or Guarantor (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against such Issuer or Guarantor (or any such other obligor).

SECTION 6.14.         Appointment of Authenticating Agent. At any time when any of the Debt Securities remain Outstanding the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Debt Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and Debt Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent (except for Debt Securities authenticated upon original issuance or upon replacement of mutilated, lost, stolen or destroyed securities) of a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and Unilever N.V., and shall at all times be a corporation organized and doing corporate trust and agency business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent; provided that such corporation shall be otherwise eligible under this

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Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the applicable Issuer. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the applicable Issuer. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the applicable Issuer and shall give notice (at the expense of the applicable Issuer) to the Holders of Debt Securities in the manner and to the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The applicable Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this Section, the Debt Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities of the series designated herein referred to in the within-mentioned Indenture.

ARTICLE VII

Holders’ Lists and Reports by Trustee,
Company and Guarantors

SECTION 7.01.         Issuer and Guarantors to Furnish Trustee Names and Addresses of Holders. Each Issuer and the Guarantors of any series of Debt Securities issued under this Indenture will furnish or cause to be furnished to the Trustee

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(a)                                      semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Debt Securities of such series as of such Regular Record Date, and

(b)                                      at such other times as the Trustee may request in writing, within 30 days after the receipt by any Issuer or any Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Security Registrar, such list shall not be required to be furnished with respect to registered Debt Securities of any such series, but in any event the Issuer and the Guarantors shall be required to furnish such information concerning the Holders of bearer Debt Securities of any such series which is known to them; and provided further that the Issuer and each Guarantor shall have no obligation to investigate any matter relating to any Holder of a bearer Debt Security.

SECTION 7.02.         Preservation of Information; Communication to Holders.  (a)            The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent (if so acting). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b)                                      The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c)                                       Every Holder, by receiving and holding a Debt Security, agrees with the Issuer of such Debt Security, each Guarantor and the Trustee that neither such Issuer, any Guarantor nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

SECTION 7.03.         Reports by Trustee.  (a)                         The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within sixty days after each May 15 following the date of this Indenture deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).

(b)                                      A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which the Debt Securities for which it is acting as Trustee are listed, with the Commission and with the Issuer and each Guarantor of such Debt Securities. The Issuer will promptly notify the Trustee when any of the Debt Securities are listed on any stock exchange or delisted therefrom.

SECTION 7.04.         Reports by Issuer and Guarantors. Each Issuer and each Guarantor shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission

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pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s or Guarantor’s, as the case may be, compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on applicable officers’ Certificates).

ARTICLE VIII

Consolidation, Merger, Conveyance,
Transfer or Lease

SECTION 8.01.         Company, Unilever U.S. or Parents May Consolidate, Etc., Only on Certain Terms. Neither the Company nor any Parent shall consolidate or amalgamate with or merge into any other corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1)                              the corporation formed by such consolidation or amalgamation or into which the Company or any Parent is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company or such Parent substantially as an entirety (i) shall be, in the case of the Company, a corporation organized and existing under the laws of the United States of America, (ii) in the case of Unilever N.V., Unilever PLC or Unilever U.S., shall, if not incorporated in the Netherlands, the United Kingdom or the United States of America, respectively, expressly agree to make payments under the Guarantees free of any deduction or withholding for or on account of taxes, levies, imposts and charges of the country of its incorporation (or any political subdivision or taxing authority thereof or therein) in a manner equivalent to the form of Guarantee set forth in Section 2.02 and Section 10.10, subject to the exceptions, if any, contained in such form, and (iii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, in the case of the Company, or either Parent, as the case may be, the due and punctual payment of the principal of (and premium, if any), any interest on and any other payments with respect to all the Debt Securities and the performance of every covenant of this Indenture on the part of the Company or either Parent, as the case may be, to be performed or observed, and, in the case of any such Parent, as applicable, the due and punctual performance of the Guarantees and

(2)                               the Company or any such Parent, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and

(3)                               immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing.

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SECTION 8.02.         Successor Corporation Substituted. Upon any consolidation, amalgamation or merger or any conveyance, transfer or lease of the properties and assets of the Company or any Parent substantially as an entirety in accordance with Section 8.01, the successor corporation formed by such consolidation or amalgamation or into which the Company or any such Parent is merged or to which such conveyance, transfer or lease is made shall succeed to and be substituted for, and may exercise every right and power of, the Company or any such Parent, as the case may be, under this Indenture with the same effect as if such successor corporation had been named as the Company or such Parent, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor corporation shall be relieved of all obligations and covenants under this Indenture, the Debt Securities and the Coupons, if any.

SECTION 8.03.         Assumption by Guarantors or Subsidiary of Company’s Obligations. Any Guarantor or any Subsidiary of any Guarantor may assume the obligations of any Issuer (or any corporation which shall have previously assumed the obligations of such Issuer) for the due and punctual payment of the principal of (and premium, if any), any interest on and any other payments with respect to any series of Debt Securities and the performance of every covenant of this Indenture, the Debt Securities and the Coupons on the part of such Issuer to be performed or observed; provided that:

(1)                               such Guarantor or such Subsidiary, as the case may be, shall expressly assume such obligations by an indenture supplemental hereto, in form satisfactory to the Trustee, executed and delivered to the Trustee and if such Subsidiary assumes such obligations, such Guarantor shall, by such supplemental indenture, confirm that its Guarantees shall apply to such Subsidiary’s obligations under the Debt Securities and the Coupons and this Indenture, as modified by such supplemental indenture;

(2)                               such Guarantor or such Subsidiary, as the case may be, shall agree in such supplemental indenture, to the extent provided in the Debt Securities and subject to the limitations and exceptions set forth below, to pay as additional interest to a Holder or a holder of a Coupon, if any, who, with respect to a tax, assessment or other governmental charge of the United Kingdom (or any political subdivision or taxing authority thereof or therein) (a “United Kingdom Tax”), is not resident in the United Kingdom for purposes of United Kingdom taxation, with respect to a tax, assessment or other governmental charge of the Netherlands (or any political subdivision or taxing authority thereof or therein) (a “Netherlands Tax”), is not resident in the Netherlands for purposes of Netherlands taxation, and, if applicable, with respect to a tax, assessment or other governmental charge of the United States of America (or any political subdivision thereof or therein) (a “United States Tax”), is a United States Alien, such additional amounts as may be necessary so that every net payment, if applicable, of principal, premium, if any, or interest on such Debt Security or such Coupon, if any, by such Guarantor or such Subsidiary, as the case may be, after deduction or withholding for or on account of any present or future United Kingdom Tax, Netherlands Tax, or, if applicable, United States Tax imposed upon or as a result of such payment will not be less than the amount specified in such Debt Security or such Coupon, if any, to be due and payable. However, such Guarantor or such Subsidiary, as the case may be, shall not be required to make any payment of additional interest for or on account of:

(a)                                      any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder or holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or

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possessor of a power over, such Holder or holder, if such Holder or holder is an estate, trust, partnership or corporation) and, with respect to a United Kingdom Tax, the United Kingdom or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, with respect to a Netherlands Tax, the Netherlands or any political subdivision or territory or possession thereof or therein or area subject to its jurisdiction, and, if applicable, with respect to a United States Tax, the United States of America or any political subdivision or territory thereof or therein or area subject to its jurisdiction, including, without limitation, such Holder or holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein, or (ii) the presentation of a Debt Security (where presentation is required) or Coupon, if any, for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

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

(c)                                       any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or any interest on, the Debt Securities or Coupons, if any;

(d)                                      with respect to any United States Tax, if applicable, any such tax, imposed by reason of such Holder’s or holder’s past or present status as a personal holding company, foreign personal holding company or foreign private foundation or similar tax-exempt organization with respect to the United States of America or as a corporation which accumulates earnings to avoid United States Federal income tax;

(e)                                       with respect to any United States Tax, if applicable, any such tax that would not have been imposed but for the failure of such Holder or holder or the beneficial owner of such Debt Security or Coupon, if any, to provide such certification or documentation at or prior to the time of payment to the effect that such Holder or holder or beneficial owner is a United States Alien and lacks other connections with the United States of America if such certification or documentation is required by statute or regulation of the United States Treasury Department as a precondition to relief or exemption from such tax;