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<FILENAME>a4835607_ex4-6.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT FOR WILLIAM GRIZE

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                              EMPLOYMENT AGREEMENT



     This Employment Agreement (the "Agreement"), effective June 1, 2004, is

made and entered into by and between Koninklijke Ahold N.V. (the "Parent

Company"), Ahold U.S.A., Inc. ("AUSA") and William Grize (the "Executive") and

restates and modifies, in part, the existing letter agreement between the

parties, dated August 31, 2001 (the "2001 Letter Agreement").



                                    AGREEMENT

                                    ---------



     In consideration of the foregoing, of the mutual promises contained herein

and for other valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parent Company, AUSA and the Executive intend to be

legally bound and agree as follows:



     1.   Employment and Agreement Term.



     1.1 Agreement Term. The Parent Company will employ the Executive as a

member of its Executive Board, or in such other position as may be mutually

agreed upon by the parties, under the terms and conditions set forth in this

Agreement for a term beginning on the date of this Agreement (the "Effective

Date") and ending on April 30, 2006 (the "Term"). Should the Executive's

employment terminate for any reason prior to the end of the Term (other than a

termination with Cause), the Executive shall receive the compensation and

benefits set forth in this Agreement as if he had remained actively employed

through the end of the Term.



     1.2 Extension of Agreement. Upon the expiration of the Term, this Agreement

shall terminate, except to the extent that the parties have continuing

obligations under it. The Executive may, however, at his option, elect to

perform an advisory or consulting role for either the Parent Company or AUSA for

a period of two years following the expiration of the Term. The terms and

conditions of such an advisory or consulting role shall be mutually agreed upon

by the parties.



     2. Duties. During the Term, the Executive will continue to serve as the

Chief Executive Officer for AUSA, with management responsibility for all of

AUSA's operating and support companies, including The Stop & Shop Supermarket

Company LLC, Giant Food LLC, Giant Food Stores, LLC, BI-LO, LLC, Tops Markets,

LLC, and Peapod, LLC, as set forth in the 2001 Letter Agreement. The Executive

will have the powers and authority normally associated with such position. In

addition, the Executive will assume such other responsibilities, consistent with

Executive's position, as the Parent Company may delegate to the Executive. The

Executive will be employed on a full-time basis and shall devote his full

employment time, efforts and energy to the performance of his duties under this

Agreement.



     3. Compensation. As compensation for the Executive's services, AUSA hereby

agrees to pay or cause to be paid to the Executive, and the Executive hereby

agrees to accept, the following compensation:



     3.1 Base Salary. The Executive will be paid an initial base salary equal to

Eight Hundred Ninety Five Thousand Dollars ($895,000.00) per annum, less

applicable withholdings and deductions, payable in accordance with AUSA's

payroll practices ("Base Salary"). The



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Executive's Base Salary may be adjusted on an annual basis according to the

Parent Company's normal merit process, and may be increased from time to time,

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