Morgan Stanley Private Equity to Acquire Tops Markets

New York —

Morgan Stanley Private Equity announced today that it will acquire Tops Markets, LLC (Tops) from Koninklijke Ahold, N.V. (Ahold) for $310 million. Tops operates under the banners of Tops Markets and Martins Super Food Stores and is composed of 71 company-owned and five franchise supermarket grocery stores in Western New York, Mid-State New York, including Rochester, and Northwestern Pennsylvania. Tops employs more than 10,000 associates. The acquisition is expected to close before the end of 2007.

Throughout the transaction, Morgan Stanley Private Equity has worked closely with Frank Curci, former CEO of Tops from 2000 to 2003. It is expected that Mr. Curci will serve on Tops Board of Directors and lead the transition team during the coming months. Morgan Stanley Private Equity will continue to operate all the stores as an ongoing grocery store chain. All store associates, field staff and Williamsville, New York-based corporate office staff will be retained. Additionally, all Tops merchandising, information technology and finance functions are expected to be consolidated in the Buffalo area over time.

Tops is a well-regarded grocer with attractive long-term performance, strong employee relationships and a loyal customer base, said Gary Matthews, Managing Director and Operating Partner, Morgan Stanley Private Equity. We are excited to continue Tops tradition of outstanding service to customers and to maintain its position as a leading supermarket in the region.

Commenting on the transaction, David Smoot, Managing Director, Morgan Stanley Private Equity said, We have come to know Frank Curci well and appreciate his vast knowledge of the supermarket industry and his familiarity with the Tops organization. We look forward to having Frank as a member of the Board and we are confident he will lead a smooth and successful transition.

Tops was originally founded as a neighborhood grocery chain in the early 1960s in Buffalo, New York. In 1991, Ahold acquired Tops and subsequently centralized the finance, information technology and merchandising into Giant Carlisle in Carlisle, Pennsylvania in 2003. Today, Tops operates 41 stores and five franchises in the Buffalo area, 20 stores in the Rochester area and 10 stores in the Mid-State region.

Mr. Curci brings more than 25 years of experience in the supermarket industry. Most recently, he served as chief operating officer for Alabama-based Southern Family markets, a subsidiary of C&S Wholesale Grocers where he led the start-up of two chains emphasizing the neighborhood grocery store format. While at Ahold from 1995 to 2003, Mr. Curci was CEO of Tops, and held senior leadership positions at the BI-LO chain in South Carolina and Edwards Super Food stores on the East Coast. Mr. Curci also spent nine years at Mayfair Supermarkets, which operated as Foodtown in New Jersey. He earned an M.B.A and a B.A. from Rutgers University.

Morgan Stanley advised Morgan Stanley Private Equity in this transaction.

Morgan Stanley Private Equity, part of Morgan Stanley Investment Managements Merchant Banking Division, makes private equity and equity-related investments on a global basis. Morgan Stanley Private Equity utilizes Morgan Stanleys vast resources, including the Firms global franchise and relationships with leading corporates, management teams and financial sponsors, to source attractive opportunities for its investment funds. Morgan Stanleys roots in private equity investing date back to 1985 with the Morgan Stanley Capital Partners private equity funds. To date, Morgan Stanley Private Equity and its predecessor funds have invested nearly $6.5 billion of equity across a broad spectrum of industries.

Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 600 offices in 32 countries. For further information about Morgan Stanley, please visit www.morganstanley.com.

Contacts : Morgan Stanley Media Relations, Erica Platt, +1.212.762.6848