GUARANTEE AGREEMENT



                                 Property Code:



                  THIS GUARANTEE AGREEMENT (the "Guarantee Agreement") dated as

of January 26, 2001 is given by KONINKLIJKE AHOLD N.V., a public company with

limited liability organized under the laws of the Netherlands (the "Guarantor"),

to the Lessor identified on Schedule A hereto (the "Lessor"), FIRST UNION

NATIONAL BANK, both as the Pass Through Trustee under the Pass Through Trust

Agreements to be dated on or about February 12, 2001 (the "Pass Through

Trustee") and as the Indenture Trustee under the Trust Indenture and Security

Agreement to be dated on or about February 12, 2001 to which the Lessor is a

party (the "Indenture Trustee"), the Remainderman identified in Schedule A

hereto (the "Remainderman") and the Owner Participant identified in Schedule A

hereto (the "Owner Participant"), for each of their respective benefit and the

benefit of each other Indemnified Person (as defined in the Participation

Agreement referred to below) related to any one of them (individually, an

"Obligee" and, collectively, the "Obligees").



                  WHEREAS, the Owner Participant, Ahold Lease U.S.A., Inc. (the

"Lessee"), the Lessor, the Pass Through Trustee, the Indenture Trustee and

certain other parties have entered into that certain Participation Agreement

dated as of the date hereof (as amended, supplemented or modified from time to

time in accordance with the terms thereof, the "Participation Agreement") in

connection with the lease of, among others, the Leased Property referred to

therein and identified on Schedule A hereto; and



                  WHEREAS, as contemplated by the Participation Agreement, the

Lessor and the Lessee will enter into the Lease Agreement (the "Lease")

providing for the lease by the Lessor to the Lessee of the Leased Property; and



                  WHEREAS, as a condition to the participation by the Obligees

in the transactions contemplated by the Participation Agreement, the Obligees

require the irrevocable and unconditional guarantee by the Guarantor of the due

and punctual payment, observance and performance of all of the obligations of

the Lessee under the Lease, the Tax Indemnification Agreement, the Participation

Agreement, and the other Operative Agreements, in each case entered into in

connection with the Lease, to which the Lessee is a party (collectively, the

"Guarantee Documents"); and



                  WHEREAS, the Guarantor, in furtherance of its business

objectives, is willing to provide such guarantee on the terms and conditions

hereinafter set forth;



                  NOW, THEREFORE, in consideration of the premises and other

valuable consideration (receipt of which is hereby acknowledged), the Guarantor

hereby agrees as follows:



                  SECTION 1. Definitions. Except as otherwise provided herein,

terms defined in Appendix A to the Participation Agreement are used herein as

defined therein.



<PAGE>



                  SECTION 2. The Guarantee.



                  2.01     Guarantee. (a) The Guarantor hereby irrevocably,

absolutely and unconditionally guarantees, as primary obligor and as a guarantor

of payment and performance, and not merely as surety or guarantor of collection,

to each of the Obligees and their successors, permitted assigns and transferees

the due, complete and punctual payment of all amounts which are or may become

due and payable by the Lessee subject to any applicable grace period, and the

due, complete and punctual performance of all other agreements and undertakings

of the Lessee, under the Guarantee Documents, together with all claims for

damages arising from or in connection with the failure punctually and completely

to pay or perform such obligations (such obligations being herein collectively

called the "Guarantee Obligations"). In furtherance and not in limitation

hereof, the Guarantor does hereby agree that in the event that the Lessee does

not or is unable to punctually and completely pay or perform subject to any

applicable grace period the Guarantee Obligations for any reason (including,

without limitation, because of the liquidation, dissolution, receivership,

insolvency, bankruptcy, general assignment for the benefit of the creditors,

reorganization, arrangement, composition or readjustment of or other similar

proceedings affecting the status, existence, assets or obligations of, the

Lessee, or the limitation of damages from the breach or the disaffirmance of any

of the Guarantee Obligations in any such proceeding or the operation of any

other law or other legal proceeding or otherwise), the Guarantor shall pay the

rent or other amounts provided to be paid by the Lessee under the Lease or other

Guarantee Documents (the "Rent") or such other sums or amounts equal thereto (it

being the intention hereof that (a) the Guarantor shall pay to each Obligee to

which the Rent or other sums or amounts equal thereto are owing, as a payment

obligation due directly from the Guarantor to such Obligee, amounts equal to all

Guarantee Obligations constituting payment obligations which the Lessee fails to

pay promptly to such Obligee subject to any applicable grace period, as and when

due (whether at stated maturity, by acceleration, or otherwise) or otherwise

provide for and bring about such prompt payment subject to any applicable grace

period, as and when due, and (b) as to Guarantee Obligations not requiring the

payment of money, as a performance obligation due directly from the Guarantor to

any Obligee, the Guarantor shall punctually perform such other Guarantee

Obligations for the benefit of such Obligee).



                  (b)      Notwithstanding any provision to the contrary

contained herein or in any other Operative Agreement, upon the occurrence of (i)

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