Base Salary. Beginning October 1, 2006, Steven Spinner’s annual base salary for his service as President and Chief Executive Officer of Performance Food Group Company, a Tennessee corporation (the “Company”) will be $600,000.

     Additional Benefits. In addition to his annual base salary, Mr. Spinner is also eligible to:




Receive cash bonuses under the Company’s 2006 Cash Incentive Plan;








Participate in the Company’s equity incentive programs, which currently involves the award of stock options and/or restricted stock pursuant to the Company’s 2003 Equity Incentive Plan; and








Participate in the Company’s broad-based benefit programs generally available to the Company’s employees, including health, disability and life insurance programs and the Company’s 401k plan as well as the Company’s Supplemental Executive Retirement Plan, Executive Deferred Compensation Plan and Senior Management Severance Plan.

     The foregoing information is summary in nature. Additional information regarding Mr. Spinner’s compensation will be provided in the Company’s proxy statement to be filed in connection with the 2007 annual meeting of the Company’s shareholders.



Severance Plan

     The Board of Directors of the Company adopted, effective January 1, 2005, a Senior Management Severance Plan (the “Severance Plan”) to provide for certain transition and severance benefits as well as payment for a non-competition agreement to certain associates of the Company who hold a position with the Company or any of its subsidiaries with a title of vice president or corporate director or above and who are also a member of a “select group of management or highly compensated employees” within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974 (each an “Eligible Participant”) in the event of a Company-initiated separation from the Company for other than Cause (as defined in the Severance Plan).

     Under the terms of the Severance Plan, following termination by the Company other than for Cause, an Eligible Participant may receive, as transition pay, his or her base salary compensation and benefits for a period ranging from four to eighteen weeks, depending on the Eligible Participant’s position with the Company and years of service with the Company. In order to receive this transition pay, an Eligible Participant must enter into a transition confidentiality and non-compete agreement (covering the transition period) and general release. In addition to the transition pay, if any, an Eligible Participant may receive severance pay for periods ranging from four weeks to ninety-three weeks following the transition period based on his or her base salary at the termination date, position with the Company and years of service. Receipt of these severance payments is conditioned upon the Eligible Participant signing a non-compete agreement and general release or post-transition and non-compete agreement and general release. The non-compete period will typically run for the length of time that any severance payments are being made to the Eligible Participant.

     The Plan is administered by the Chairman of the Company’s Board of Directors and Chief Executive Officer and the Company’s Chief Human Resources Officer. In the event that the Eligible Participant in question is the Company’s Chief Human Resources Officer, or a reporting person under Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, the Severance Plan will be administered by the Chairman of the Company’s Compensation Committee.

     Pursuant to the Severance Plan, the Company has reserved the right to discontinue any payments under the Severance Plan if an Eligible Participant is terminated for Cause during the transition period, if any, or if the Eligible Participant at any time violates the confidentiality, non-competition or non-solicitation agreement between the Eligible Participant and the Company.

     The Company maintains the right to terminate or discontinue the Severance Plan at any time, and the Severance Plan will not provide benefits to Eligible Participants in the event of a transaction involving a spin-off, corporate sale, sale of assets or a legal or organizational restructuring of any subsidiary, segment or division of the Company or for intercompany transfers within the Company and its subsidiaries. In addition, if the Eligible Participant receives benefits pursuant to a separate Agreement for Key Executives between the Company and the Eligible Participant, the Eligible Participant will not be entitled to any benefits under the Severance Plan. Any severance payments payable under the Severance Plan will be reduced by any amounts paid to an Eligible Participant under any employment or similar agreement, including the Agreement between the Company and the Eligible Participant upon the Eligible Participant’s termination of employment.