NUMBER
[001]
CAPITAL STOCK


                                   ETF Shares

                    Vanguard FTSE All-World ex-US Index Fund
                                 A SERIES of the
                    VANGUARD INTERNATIONAL EQUITY INDEX FUNDS
                          (A Delaware Statutory Trust)

     THIS  CERTIFIES  that CEDE & CO. is the holder of the  current  outstanding
number of ETF Shares issued by the Vanguard FTSE All-World ex-US Index Fund (the
"Fund")  shown from time to time on the  records of the  Vanguard  International
Equity Index Funds, a Delaware statutory trust (the "Trust"),  as represented by
this certificate of the Trust, transferable only on the books and records of the
Trust by the holder hereof in person or by duly authorized attorney-in-fact upon
surrender of this Certificate  properly endorsed.  This Certificate is not valid
until countersigned by the transfer agent of the Trust.

     The  registered  holder of this  Certificate is entitled to all the rights,
interest and privileges of a holder of ETF Shares as provided by the Declaration
of Trust,  the by-laws of the Trust,  and the Vanguard Funds Multiple Class Plan
as from time to time amended, which are incorporated by reference herein.

     This  Certificate  is executed  on behalf of the Trust and the  obligations
hereof are not binding upon any of the Trustees, officers or shareholders of the
Trust  individually,  but are binding  only upon the assets and  property of the
Fund.

     IN WITNESS WHEREOF, the said Trust has caused this Certificate to be signed
by its duly authorized officer.

Countersigned:                         Dated:__________________

BROWN BROTHERS HARRIMAN & CO.          VANGUARD INTERNATIONAL EQUITY INDEX FUNDS

(the Transfer Agent)                   (the Trust)


By:                                    By:___________________________
   -------------------------

         Authorized Signature          Chairman and Chief Executive Officer






Unless this  Certificate  is presented by an  authorized  representative  of The
Depository Trust Company,  a New York corporation  ("DTC"),  to the Trust or its
transfer  agent for  registration  of  transfer,  exchange or  payment,  and any
certificate  issued is  registered  in the name of Cede & Co.,  or in such other
name as is requested by an authorized  representative of DTC (and any payment is
made to Cede & Co. or to such  other  entity as is  requested  by an  authorized
representative  of DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.