Risk factors Ahold might not be able to negotiate future collective bargaining agreements on acceptable terms, which could result in work stoppages. A significant portion of Ahold's employees are represented by unions and are covered by collective bargaining agreements. As the collective bargaining agreements with those unions expire, the Company might not be able to negotiate extensions or replacements on terms acceptable to the Company. For example, most of Ahold's collective bargaining agreements for its employees in the Netherlands will expire in April 2007. Although Ahold considers its relations with the relevant trade unions stable, any failure of its operating companies to effectively renegotiate these agreements could result in work stoppages or other labor actions. The Company may not be able to resolve any issues in a timely manner and its contingency plans may not be sufficient to avoid an impact on the business. A work stoppage due to failure of one or more of its operating companies to renegotiate a collective bargaining agreement, or otherwise, could have a material adverse effect on Ahold's financial position, results of operations and liquidity. For additional information, see "Additional information - Labor relations - Union relations and works council" in this Annual Report. Ahold faces risks related to health care and pension funding requirements. Decreasing interest rates, poor performance of the stock markets and rising cost of health care benefits may cause Ahold to record significant charges related to its pension and benefit plans. Adverse stock market developments may negatively affect the assets of Ahold's pension funds and decreasing interest rates may cause lower discount rates and increase its pension liabilities. This will lead to higher pension charges, pension premiums and contributions payable. Ahold has a number of defined benefit pension plans, covering a substantial number of its employees in the Netherlands and in the United States. Pension expenses for defined benefit plans in 2006 were EUR 32 million lower than in 2005. Ahold's contributions to its Dutch defined benefit plans in 2006 were EUR 40 million higher than in 2005 and the Company's contributions to its U.S. defined benefit plans in 2006 were EUR 251 million lower than in 2005. In 2005 a one-time contribution of USD 288 million (EUR 236 million) was made to decrease the unfunded status of several U.S. pension plans. Ahold's contributions for its U.S. defined benefit plans are expected to decrease from EUR 38 million in 2006 to EUR 29 million in 2007, and the Company's contributions for its Dutch defined benefit plans are expected to decrease from EUR 158 million in 2006 to EUR 150 million in 2007. Certain of Ahold's employees in the United States are covered by multi-employer plans, which have a total unfunded liability of EUR 18,890 million as of January 1, 2005 (the latest year for which information is available). Ahold estimates its proportionate share of the total unfunded liability of these plans at EUR 614 million. These unfunded liabilities are not recognized on Ahold's consolidated balance sheets because sufficient information is not available and the financial statements of these plans are not based on the same accounting standards according to which the Company's consolidated financial statements are prepared. The unfunded liabilities of these plans may result in increased future payments by Ahold and the other participating employers. Ahold's risk of such increased contributions may be greater if any of the participating employers in an underfunded multi-employer plan withdraws from the plan due to insolvency and is not able to contribute an amount sufficient to fund the unfunded liabilities associated with its participants of the plan. For additional information, see Note 24 to Ahold's consolidated financial statements included in this Annual Report. If Ahold is unable at any time to meet any required funding obligations for some of its U.S. pension plans, or if the Pension Benefit Guaranty Corporation (the "PBGC") concludes that, as the insurer of certain U.S. plan benefits, its risk may increase unreasonably if the plans continue, under the U.S. Employee Retirement Income Security Act of 1974 ("ERISA") the PBGC could terminate the plans and place liens on material amounts of the Company's assets. Ahold's pension plans that cover its Dutch retail operations are governed by the Dutch Central Bank (De Nederlandsche Bank or "DNB"). DNB may require Ahold to make additional contributions to its pension plans to meet the minimum funding requirements as applied by DNB. In addition, health care costs have risen significantly in recent years and this trend is expected to continue. Ahold may be required to expend significantly higher amounts to fund employee health care plans in the future. Significant increases in health care and pension funding requirements could have a material adverse effect on the Company's financial position, results of operations and liquidity. Ahold may not be able to retain or attract personnel who are integral to the success of its business. As a result of the involuntary termination of employment of certain staff, which is a part of Ahold's cost reduction initiatives, it is possible that, for various reasons, other employees may voluntarily terminate their employment. Although the Company has an equity-based compensation plan and retention agreements with key employees and directors, these measures might not be effective in retaining or attracting employees and directors who are integral to the success of the business, which could materially hinder Ahold's ability to successfully execute its operating strategy and objectives, and thus have a material adverse effect on its financial position, results of operations and liquidity. 34 Ahold Annual Report 2006

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