Scott, can you try running 'mysql_upgrade -uroot -pXXXX' where XXXX is
the password you chose for your mysql root user. Please run this from
the command line, and paste its full output here in the bug report.

Also can you do a 'show create table mysql.db' and paste the output of
that?

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package mysql-server-5.1 5.1.37-1ubuntu5 upgrade fails - cannot stop mysqld
https://bugs.launchpad.net/bugs/529004
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