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") 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) (x) a Bankruptcy

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