12500 West Creek Parkway
Richmond, Virginia 23238
(804) 484-7700

Dear Shareholder:

     It is our pleasure to extend to you a cordial invitation to attend the Annual Meeting of Shareholders of Performance Food Group Company (the “Company”) to be held at 10:00 a.m., eastern daylight time, on Tuesday, May 15, 2007, at the offices of the Company located at 12500 West Creek Parkway, Richmond, Virginia.

     Shareholders will be asked to elect three directors. In addition, we will present an oral report on the condition and performance of the Company, and you will have an opportunity to question management on matters that affect the interests of all shareholders.

     We hope you will be able to attend the meeting in person. Whether you expect to attend or not, we request that you complete and return the enclosed proxy card in the enclosed post-paid envelope or vote by toll-free telephone or internet as described in the enclosed proxy card. Your vote is important.

     We look forward to seeing you on May 15, 2007.

				Sincerely,
				Robert C. Sledd
				Chairman
				Steven L. Spinner
				President and CEO

12500 West Creek Parkway
Richmond, Virginia 23238
(804) 484-7700

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

     Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Performance Food Group Company (the “Company”) will be held at 10:00 a.m., eastern daylight time, on Tuesday, May 15, 2007, at the Company’s offices located at 12500 West Creek Parkway, Richmond, Virginia for the following purposes:

     1. To elect two Class II directors to hold office for a term of three years and until their successors are elected and qualified and one Class I director to hold office for a term of two years and until his successor is elected and qualified; and

     2. To transact such other business as may properly come before the Annual Meeting.

     The Board of Directors has fixed the close of business on March 19, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.

     Your attention is directed to the Proxy Statement accompanying this notice for a more complete statement regarding matters to be acted upon at the Annual Meeting.

				By the Order of the Board of Directors
				Joseph J. Traficanti, Secretary

Richmond, Virginia
April 4, 2007

     YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY OR VOTE BY TOLL-FREE TELEPHONE OR INTERNET AS DESCRIBED IN THE ENCLOSED PROXY CARD. SHOULD YOU DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT IS VOTED.

12500 West Creek Parkway
Richmond, Virginia 23238
(804) 484-7700

PROXY STATEMENT

     The accompanying proxy is solicited by the Board of Directors of Performance Food Group Company for use at the Annual Meeting of Shareholders of the Company to be held on May 15, 2007 at 10:00 a.m. eastern daylight time at the Company’s offices located at 12500 West Creek Parkway, Richmond, Virginia (the “Annual Meeting”), and any adjournments thereof, notice of which is attached hereto.

     The purposes of the Annual Meeting are to elect two Class II directors and one Class I director and to transact such other business as may properly be brought before the Annual Meeting or any adjournment thereof.

     A shareholder who signs and returns a proxy may revoke the same at any time before the authority granted thereby is exercised by attending the Annual Meeting and electing to vote in person, by filing with the Secretary of the Company a written revocation, by duly executing a proxy bearing a later date or by casting a new vote by toll-free telephone or the internet. Unless so revoked, the shares represented by the proxy will be voted at the Annual Meeting. Where a choice is specified on the proxy, the shares represented thereby will be voted in accordance with such specifications. If no specification is made, such shares will be voted FOR the election of the three director nominees.

     The Board of Directors knows of no other matters that are to be brought to a vote at the Annual Meeting. If any other matter does come before the Annual Meeting, however, the persons appointed in the proxy or their substitutes will vote as directed by a majority of the members of the Board of Directors.

     The Board of Directors has fixed the close of business on March 19, 2007 as the record date for the Annual Meeting. Only record holders of the Company’s common stock, $.01 par value per share (the “Common Stock”), at the close of business on that date will be entitled to vote at the Annual Meeting. On the record date, the Company had outstanding 35,170,748 shares of Common Stock. Holders of the Common Stock will be entitled to one vote for each share of Common Stock so held, which may be given in person or by duly authorized proxy.

     The representation in person or by proxy of at least a majority of the outstanding shares entitled to vote is necessary to provide a quorum at the meeting. Abstentions and “non-votes” are counted as present in determining whether the quorum requirement is satisfied. Because directors are elected by a plurality of the votes cast by the holders of the Common Stock represented and entitled to vote at the Annual Meeting, elections to withhold authority to vote for a director and “non-votes” are not considered in the election. Any other matters that may properly come before the meeting or any adjournment thereof shall be approved if the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and “non-votes” will have no effect on the outcome of the vote. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

     This Proxy Statement, Proxy Card and the Company’s Annual Report to Shareholders have been mailed or made available electronically on or about April 4, 2007 to all shareholders of record at the close of business on March 19, 2007. The cost of solicitation of proxies will be borne by the Company, including expenses in connection

with preparing, assembling and mailing this Proxy Statement. Such solicitation will be made by mail and may also be made by the Company’s regular officers or employees personally or by telephone or telecopy. The Company may reimburse brokers, custodians and nominees for their expenses in sending proxies and proxy materials to beneficial owners.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The following table sets forth certain information as of March 19, 2007 concerning persons known to the Company to be the beneficial owners of more than 5% of the outstanding shares of the Common Stock.

		Amount and
		Nature of
Name and Address		Beneficial
of Beneficial Owner		Ownership				Percent of Class (1)
Barclays Global Investors, NA			3,383,577	(2)			9.6	%
45 Fremont Street San Francisco, California 94105
Prudential Financial, Inc.			3,002,187	(3)			8.5	%
751 Broad Street Newark, New Jersey 07102
Dimensional Fund Advisors Inc.			2,450,331	(4)			7.0	%
1299 Ocean Avenue 11th Floor Santa Monica, California 90401
Axa Financial, Inc.			2,065,950	(5)			5.9	%
1290 Avenue of the Americas New York, New York 10104

PROPOSAL 1: ELECTION OF DIRECTORS

     The Company’s Restated Charter classifies the Board of Directors into three classes, each class to be as nearly equal in number as possible, designated Class I, Class II and Class III. At each annual meeting, directors of the class whose term of office expires in that year are elected for a three-year term. The term of two Class II directors, Robert C. Sledd and Mary C. Doswell, will expire upon the election and qualification of new directors at this Annual Meeting. In addition, the term of Steven L. Spinner, the Company’s president and chief executive officer, will expire at this Annual Meeting. Mr. Spinner was elected to the Board of Directors effective October 1, 2006, by the Board of Directors after being recommended by the Company’s Nominating and Corporate Governance Committee. The terms of the Class III and the Class I directors other than Mr. Spinner will expire at the annual meetings in 2008 and 2009, respectively. If Mr. Spinner is elected at the Annual Meeting his term will expire at the Company’s annual meeting in 2009.

     The Nominating and Corporate Governance Committee has approved the nomination of, and the Board of Directors has designated, Robert C. Sledd and Mary C. Doswell, as the two nominees for election as Class II directors for a three-year term expiring at the annual meeting in 2010 and until their successors are elected and

qualified and the Nominating and Corporate Governance Committee has recommended, and the Company’s Board of Directors has designated, Steven L. Spinner as a nominee for election as a Class I director for a two-year term expiring at the annual meeting in 2009 and until his successor is elected and qualified. All of these nominees are currently directors of the Company, and each of the Class II directors was elected by the shareholders. Mr. Spinner has not been previously elected by the shareholders.

     Unless contrary instructions are received, it is intended that the shares represented by proxies solicited by the Board of Directors will be voted in favor of the election of the two Class II nominees and one Class I nominee as directors. Each nominee has consented to be a candidate and to serve, if elected. While the Board has no reason to believe that any nominee will be unable to accept nomination or election as a director, if such an event should occur, the persons named in the Proxy have advised the Company that they will vote for such substitute or substitutes as shall be designated by the current Board of Directors.

     The following persons are the nominees for election to serve as Class II directors (Mr. Sledd and Ms. Doswell) and as a Class I director (Mr. Spinner). Certain information relating to the nominees, which has been furnished to the Company by the individuals named, is set forth below.

Robert C. Sledd has served as Chairman of the Board of Directors since February 1995, has served as a director of the Company since 1987, and served as Chief Executive Officer from 1987 to August 2001 and from March 2004 to October 2006. Mr. Sledd also served as President of the Company from 1987 to February 1995 and from March 2004 through May 2005. Mr. Sledd served as a director of Taylor & Sledd Industries, Inc., a predecessor of the Company, since 1974, and served as President and Chief Executive Officer of that company from 1984 to 1987. Mr. Sledd also serves as a director of SCP Pool Corporation, a supplier of swimming pool supplies and related products.

Mary C. Doswell has served as a director of the Company since August 2003. Ms. Doswell served as President of Dominion Resources Services, Inc., a gas and electric holding company, from January 2003 to December 2003 and has served as Chief Executive Officer since January 2004. She has served as Senior Vice President and Chief Administrative Officer of Dominion Resources, Inc. since January 2003, and served as Vice President-Billing & Credit of Dominion Resources, Inc. from October 2001 to December 2002. Ms. Doswell also served Dominion Resources, Inc. as Vice President-Metering from January 2000 to October 2001 and as General Manager-Metering from February 1999 to January 2000. Prior thereto, Ms. Doswell held various management positions with Dominion Virginia Power for 19 years. Ms. Doswell serves on the board of directors of the VCU Rice Center for Environmental Life Sciences and the board of directors of Venture Richmond.

Steven L. Spinner has served as a director and as Chief Executive Officer of the Company since October 2006 and President since May 2005. Mr. Spinner served as Chief Operating Officer from May 2005 through September 2006, as Senior Vice President of the Company and Chief Executive Officer — Broadline Division from February 2002 to May 2005 and as Broadline Division President of the Company from August 2001 to February 2002. Mr. Spinner also served as Broadline Regional President of the Company from October 2000 to August 2001 and served as President of AFI Foodservice Distributors, Inc., a wholly owned subsidiary of Company, from October 1997 to October 2000. From 1989 to October 1997, Mr. Spinner served as Vice President of AFI Foodservice.

     The following four persons are currently members of the Board of Directors and will continue their present positions after the Annual Meeting. The following persons are not nominees, and shareholders are not being asked to vote for them. Certain information relating to the following persons, which has been furnished by the individuals named, is set forth below.

Charles E. Adair has served as a director of the Company since August 1993. Since 1993, Mr. Adair has been a partner in Cordova Ventures, a venture capital management company. Mr. Adair was employed by Durr-Fillauer Medical, Inc., a distributor of pharmaceuticals and other medical products, from 1973 to 1992, serving as Executive Vice President from 1978 to 1981, as President and Chief Operating Officer from 1981 to 1992, and as a director from 1976 to 1992. In addition, Mr. Adair serves as a director of Tech Data Corporation, a distributor of microcomputers and related hardware and software products, PSS World Medical, Inc., a specialty marketer and distributor of medical products to physicians, long-term care providers and other alternate-site healthcare providers, and Torchmark Corporation, a financial services holding company specializing in life and supplemental health insurance. Mr. Adair is a certified public accountant.

Fred C. Goad, Jr. has served as a director of the Company since July 1993. Since April 2001, Mr. Goad has served as a partner of Voyent Partners, L.L.C., a private investment company. Mr. Goad served as Co-Chief Executive Officer of the transaction services division of WebMD from March 1999 to March 2001. From June 1996 to March 1999, Mr. Goad served as Co-Chief Executive Officer and Chairman of ENVOY Corporation (“ENVOY”), a provider of electronic transaction processing services for the health care industry, which was acquired by WebMD in 1999. From 1985 to June 1996, Mr. Goad served as President and Chief Executive Officer and as a director of ENVOY. Mr. Goad also serves as a director of Luminex Corporation, a maker of proprietary technology that simplifies biological testing for the life sciences industry, and Emageon Inc., a provider of an enterprise level information technology solution for the clinical analysis and management of digital medical images.

Timothy M. Graven has served as a director of the Company since August 1993. Mr. Graven is the Managing Partner and co-founder of Triad Investment Company, LLC, a private investment firm founded in 1995. Mr. Graven served as President and Chief Operating Officer of Steel Technologies, Inc. of Louisville, Kentucky, a steel processing company, from March 1990 to November 1994, as Executive Vice President and Chief Financial Officer from May 1985 to March 1990 and as a director from 1982 to 1994. Mr. Graven is also a certified public accountant.

John E. Stokely has served as a director of the Company since April 1998. Since August 1999, Mr. Stokely has been self-employed as a business consultant. Mr. Stokely was the President, Chief Executive Officer and Chairman of the Board of Directors of Richfood Holdings, Inc. (“Richfood”), a retail food chain and wholesale grocery distributor, from January 1997 until August 1999. Mr. Stokely served on the Board of Directors and as President and Chief Operating Officer of Richfood from April 1995 to January 1997 and served as Executive Vice President and Chief Financial Officer from 1990 to April 1995. Mr. Stokely also serves as a director of SCP Pool Corporation, a supplier of swimming pool supplies and related products, Transaction Systems Architects, Inc., a provider of enterprise e-payments and e-commerce solutions, and O’Charleys Inc., an owner and operator of restaurants.

     The Board of Directors held ten meetings, five of which were via teleconference, during the fiscal year ended December 30, 2006. All incumbent directors attended at least 75% of the meetings of the Board and each committee of the Board on which such directors served at the time of such meeting, held during the fiscal year ended December 30, 2006. The Company has adopted guidelines which state that directors are expected to attend all regular meetings of the Board, all meetings of committees of which he or she is a member and the annual meeting of shareholders. All of the Company’s directors attended the annual meeting of shareholders held on May 16, 2006. Directors are also expected to make every effort to attend any specially called Board or committee meeting. All of the members of the Board of Directors except Mr. Sledd and Mr. Spinner are “independent,” as defined by applicable law and the listing standards of the National Association of Securities Dealers, Inc. (“NASD”). The independent directors of the Board have adopted guidelines which require the independent directors to have executive sessions at regularly scheduled meetings and at other times as determined by the independent directors at which only independent directors are present.

Corporate Governance

     Corporate Governance Guidelines

     The Board of Directors has adopted Corporate Governance Guidelines which reflect a set of core values that provide the foundation for the Company’s governance and management systems and its interaction with others. The guidelines address, among other matters, the responsibilities of the Board of Directors and management, Board and Committee composition and structure, the conduct of Board meetings, Board compensation, performance evaluation and succession planning. A copy of the Corporate Governance Guidelines can be obtained from the “Corporate Governance” section of the Company’s website at www.pfgc.com.

     The Corporate Governance Guidelines require, if the positions of Chairman and Chief Executive Officer are held by the same person, that an independent director be appointed by a majority of the independent directors of the Board to serve as the Presiding Director. In March 2004, Mr. Sledd, who was then the Chairman of the Board, was elected as the Company’s Chief Executive Officer. At that time, the independent directors of the Board appointed Mr. Stokely to serve as the Presiding Director. Although Mr. Sledd is no longer the Company’s Chief Executive Officer, Mr. Stokely still serves as the Presiding Director.

     Committees of the Board

     Audit Committee. The Board of Directors has established an Audit Committee for the purpose of engaging the Company’s independent registered public accounting firm, overseeing and reviewing the scope of its engagement, consulting with such firm, reviewing the results of the audit, acting as a liaison between the Board and the Company’s independent registered public accounting firm and reviewing various Company policies, including those related to accounting and internal control matters. It is the function of the Audit Committee to ensure that the Company’s financial statements accurately reflect the Company’s financial position and results of operations. The Audit Committee is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, that operates pursuant to the terms of a Third Amended and Restated Charter which was amended and restated by the Board of Directors on February 22, 2007 (the “Audit Committee Charter”) and is available from the “Corporate Governance” section of the Company’s website at www.pfgc.com. The Audit Committee reviews and reassesses the adequacy of the Audit Committee Charter annually.

     Messrs. Goad, Graven and Stokely and Ms. Doswell, each of whom is independent as defined by the NASD listing standards and the rules and regulations of the SEC, comprise the Audit Committee. The Audit Committee met nine times during the fiscal year ended December 30, 2006. The Board of Directors of the Company has determined that the Audit Committee has two “audit committee financial experts,” as such term is defined under the rules and regulations of the SEC. These persons are Messrs. Graven and Stokely.

     Compensation Committee. The Board of Directors has established a Compensation Committee for the purpose of evaluating the performance of the Company’s officers, reviewing and determining executive officers’ compensation, formulating bonuses for the Company’s executive officers and administering the Company’s stock incentive plans. A copy of the Compensation Committee Charter (the “Compensation Committee Charter”) is available under the “Corporate Governance” section of the Company’s website at www.pfgc.com. Messrs. Adair, Goad, Graven and Stokely and Ms. Doswell comprise the Compensation Committee, which met five times during the fiscal year ended December 30, 2006. Each of the members of the Compensation Committee is independent as defined by the NASD listing standards.

     Compensation decisions for the Company’s executive officers, including its Named Executive Officers, and directors are made by the Compensation Committee. The Compensation Committee has engaged Mercer Human Resources Consulting LLC, an outside global human resources consulting firm, to conduct periodic reviews of its total compensation program for executive officers and directors.

     The agenda for meetings of the Compensation Committee is determined by its Chairman with the assistance of the Company’s President and Chief Executive Officer, Secretary, Chief Human Resources Officer and Chief Financial Officer. Compensation Committee meetings are regularly attended by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the General Counsel and the Chief Human Resources Officer. At each meeting, the Compensation Committee meets in executive session. The Compensation Committee’s Chairman reports the committee’s recommendations on executive compensation to the Board of Directors. Independent advisors and the Company’s finance, human resources, benefits and legal departments support the Compensation Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs. The Compensation Committee has authority under the Compensation Committee Charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities.

     Nominating and Corporate Governance Committee. The Board of Directors has established a Nominating and Corporate Governance Committee for the purpose of identifying and approving the nomination of qualified candidates for election to the Board of Directors, reviewing the composition of the Board of Directors, reviewing and recommending corporate governance policies for the Company and periodically evaluating the performance of the Board of Directors. A copy of the Nominating and Corporate Governance Committee Charter is available under the “Corporate Governance” section of the Company’s website at www.pfgc.com. Messrs. Adair, Goad, Graven and Stokely and Ms. Doswell comprise the Nominating and Corporate Governance Committee which met four times during the fiscal year ended December 30, 2006. Each member of the Nominating and Corporate Governance Committee is independent as defined by the NASD listing standards.

     The Nominating and Corporate Governance Committee will assess a nominee for director based upon an individual’s background, skills and abilities and whether the individual possesses the experience, expertise, diversity and time availability necessary to ensure that the Board can perform its oversight function effectively. The Nominating and Corporate Governance Committee does not apply any specific minimum qualifications when considering nominees. The Nominating and Corporate Governance Committee will consider nominees for the Board of Directors recommended by shareholders if shareholders comply with the advance notice provisions contained in the Company’s Restated Bylaws. Shareholder recommendations for nominees must include biographical information about both the proposed nominee and the shareholder making the recommendation as well as the proposed nominee’s written consent to nomination. The Nominating and Corporate Governance Committee evaluates nominees recommended by shareholders on the same basis as nominees recommended by any other source. The recommendations must be addressed to the Company’s Corporate Secretary and delivered or mailed and received at the Company’s principal executive offices not later than 120 days before the date of the Company’s annual meeting.

     Code of Corporate Conduct

     The Company has a code of corporate conduct that applies to all associates (including officers) and directors. The purpose of the code is, among other things, to provide written standards that are reasonably designed to deter wrongdoing and to promote: honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest; full, fair, accurate, timely, and understandable disclosure in reports and documents filed with the SEC and other public communications by the Company; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of violations of the code; and accountability for adherence to the code. A copy of the Company’s code of corporate conduct can be obtained from the “Corporate Governance” section of the Company’s website at www.pfgc.com.

     Communications with the Board

     The Board has adopted a process for holders of the Company’s Common Stock and other interested parties to send written communications to the Board. Such communications should be sent to them c/o Performance Food Group Company, 12500 West Creek Parkway, Richmond, Virginia 23238 or may be sent by email to boardofdirectors@pfgc.com. The Corporate Secretary will review any communications received by the Company and forward appropriate communications to the appropriate Board members. Communications may also be sent directly to the chair of any committee by email at auditchair@pfgc.com (Audit Committee), nomgovchair@pfgc.com (Nominating and Corporate Governance Committee) or compchair@pfgc.com (Compensation Committee) or to the outside directors as a group at outsidedirectors@pfgc.com.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

     The following table contains, as of March 19, 2007, certain information concerning the Named Executive Officers (as defined herein) and directors of the Company, including the nominees, as well as certain information concerning the directors and executive officers of the Company as a group which information has been furnished to the Company by the individuals named or included in such group:

										Shares of
										Common
										Stock
										Beneficially				Percent
Name		Age		Director Since		Term Expires		Position		Owned (1)				of Class
Robert C. Sledd		54		1987		2007		Chairman			781,307	(2)			2.2	%
Steven L. Spinner		47		2006		2007		Chief Executive Officer, President and Director			192,208				*
Thomas Hoffman		67		—		—		Senior Vice President, President and Chief Executive Officer – Customized Segment			93,832				*
John D. Austin		45		—		—		Senior Vice President and Chief Financial Officer			83,504				*
Joseph J. Paterak, Jr.		55		—		—		Senior Vice President of Broadline Operations			52,620				*
Charlotte L. Perkins		48		—		—		Chief Human Resources Officer			11,823				*
Charles E. Adair		59		1993		2009		Director			51,500				*
Mary C. Doswell		48		2003		2007		Director			24,500	(3)			*
Fred C. Goad, Jr.		66		1993		2008		Director			71,500	(4)			*
Timothy M. Graven		55		1993		2009		Director			42,500				*
John E. Stokely		54		1998		2008		Director			48,408				*
All directors and executive officers as a group (13 persons)											1,503,137				4.2	%

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Overview of Compensation Program and Role of the Compensation Committee

     The Compensation Committee of the Board of Directors has the responsibility for approving compensation policies designed to ensure that management is rewarded appropriately for its contributions to Company growth and profitability and that the executive officer compensation strategy supports the Company’s objectives and shareholder interests. The Compensation Committee seeks to enable the Company to attract and retain high quality leadership and to assure that the executive officers of the Company are compensated in a manner consistent with shareholder interests, the policies adopted by the Compensation Committee, internal equity considerations, competitive practice and the requirements of appropriate regulatory bodies. All of the members of the Compensation Committee are independent directors, and none of these persons has at any time been an officer or employee of the Company or any of its subsidiaries.

Goals of the Company’s Compensation Policies

     A principal goal of the Compensation Committee is to compensate employees fairly for services performed. To that end, the Company has historically established a combination of base salary with a mix of short and long-term incentives designed to recognize outstanding efforts by rewarding performance at or above established goals. The Compensation Committee also seeks to provide an appropriate balance between cash and equity awards to increase executive officers’ loyalty to the Company and align executive officers’ interests with those of the shareholders — with the ultimate goal of increasing shareholder value over the long term.

Role of Executive Officers in Compensation Decisions

     The Compensation Committee makes all compensation decisions for the Company’s executive officers (which include all the named executive officers identified in the Summary Compensation Table below) and makes all equity awards (based upon recommendations received from the executive officers) to other officers and employees of the Company. Decisions regarding the non-equity compensation of other key employees is made by the Chief Executive Officer and reviewed with the Compensation Committee. The Compensation Committee annually evaluates the Chief Executive Officer’s performance and discusses in detail with the Chief Executive Officer his review of the other executive officers’ performance.

Establishing Compensation for Executive Officers

     With these goals in mind, the Compensation Committee has designed a program to provide executive officers annual and long-term cash and non-cash compensation, a significant portion of which is designed to reward the executive officers for achieving goals established by the Committee. The Compensation Committee has engaged Mercer Human Resource Consulting, an outside human resources consulting firm, to review from time to time the total compensation program for the Company’s executive officers. Mercer provides the Compensation Committee with relevant market and other data and alternatives to consider when making compensation decisions. In making its compensation decisions, the Company compares the elements of its compensation programs against a group of comparable companies in the same or similar businesses, generally foodservice distribution or other distribution businesses. The companies comprising the peer group are:

		Arrow Electronics Inc.		Owens & Minor Inc.
		Avent Inc.		Henry Schein Inc.
		C.H. Robinson Worldwide Inc.		Supervalu Inc.
		Genuine Parts Co.		Synnex Corp.
		Grainger (W.W.) Inc.		Sysco Corp.
		Ingram Micro Inc.		Tech Data Corp.
		CNF Inc.		United Stationers Inc.
		Nash Finch Inc.		YRC Worldwide Inc.

The Compensation Committee uses both information provided by Mercer and recommendations from the Company’s Chairman and the Company’s Chief Executive Officer to determine the appropriate level and mix of total compensation, including incentive compensation.

Components of 2006 Compensation for Executive Officers

     For the fiscal year ended December 30, 2006, the principal components of compensation for executive officers were:

     Base Salary. The Company provides executive officers with their base salary to compensate them for services provided during the year. The Compensation Committee generally establishes base salaries for the executive officers on an annual basis at a meeting of the Compensation Committee held in the first quarter of the year. In general, base salaries are targeted to be near or just below the mid-point of the peer group, which the Company believes reflects its focus on linking compensation more closely to performance. The Compensation Committee considers not only the market data provided by Mercer in establishing base salary but also the executive officer’s performance and the level of base salary relative to other executive officers. Taking all of these factors into account, the Committee approved base salaries for our named executive officers in the following amounts:

Name		2006 Base Salary (1)				2005 Base Salary
Steven L. Spinner		$	600,000			$	420,000
Robert C. Sledd		$	660,000			$	635,000
Thomas Hoffman		$	340,000			$	320,000
John D. Austin		$	340,000			$	325,000
Joseph Paterak, Jr.		$	293,000			$	275,000
Charlotte Perkins		$	240,000			$	210,000

     Performance-based cash incentive compensation. To closely align an executive officer’s compensation to the Company’s goals, the Compensation Committee believes that a substantial portion of an executive officer’s compensation should be incentive-based. Therefore, the Compensation Committee has implemented a cash incentive program that provides executive officers with the opportunity to earn cash incentive compensation for the achievement of annual goals as well as for the achievement of goals set for an intermediate period of two years. After consulting with the Company’s executive officers regarding the Company’s expected performance and operating goals for coming years, the Compensation Committee establishes a minimum level of operating earnings or earnings per share for the Company to achieve for any incentive cash compensation to be paid. In addition to this overall requirement, the Compensation Committee establishes a series of quantitative and qualitative performance measures for cash incentive compensation for each executive officer, which, if achieved, will allow the executive officer to earn a specified portion of their cash incentive compensation opportunity. Given these targeted cash incentive compensation amounts, in general an executive officer would have the opportunity to earn cash incentive compensation equal to an additional percent, which varies by officer, of his or her salary upon the attainment of all the performance objectives set forth for that individual. Those amounts could be increased upon the achievement of performance which substantially exceeds the performance goals. Information with respect to the amount of cash incentive plan compensation for the applicable two-year period and one-year period is set forth in Note 3 to the Summary Compensation Table. Each named executive officer’s cash incentive plan compensation for the one- and two-year periods was tied to specified Company-wide operating results. In addition, Mr. Spinner’s performance criteria for the one- and two-year periods and Mr. Paterak’s performance criteria for the one-year period included achieving specified broadline segment operating results and maintaining an effective internal control environment. Mr. Hoffman’s performance criteria for the one- and two-year periods included achieving certain customized segment operating results and maintaining an effective internal control environment. Mr. Austin’s performance criteria for the one- and two-year periods included achieving certain departmental-specific objectives and maintaining an effective internal control environment. Ms. Perkins’ performance criteria for the one-year period included achieving certain departmental-specific objectives and maintaining an effective internal control environment. Mr. Paterak and Ms. Perkins were not eligible for incentive compensation for the two-year period ended December 30, 2006. In each case, no incentive compensation was payable unless the Company achieved a specified threshold level of earnings.

     Long-term equity incentive compensation. The Company’s equity-based awards program encourages executive officers to focus on long-term Company performance and more closely aligns the interest of executive officers with shareholders by increasing their stake in the Company. All equity-based awards are made pursuant to the provisions of incentive plans approved by the Company’s shareholders. Equity-based awards include a combination of stock option grants and grants of restricted stock. The Company values stock option grants by calculating their Black-Scholes value at the date of grant and the value of restricted stock by calculating its aggregate market value as of the date of grant.

     The Compensation Committee generally establishes a four-year cliff-vesting period for both stock options and restricted stock to encourage executive officers’ loyalty and continued service to the Company. Based upon a review of the peer group, the Compensation Committee believes that the total direct compensation (which includes the value of equity-based awards) is still below the median of the peer group. Nevertheless, in establishing the level of equity-based awards, the Compensation Committee has noted that the Company has an equity overhang level (the percentage of shares potentially issuable pursuant to incentive plans) approximating the fiftieth percentile of the peer group. Over the last two years, the Compensation Committee has determined that it is appropriate to offer a group of key employees including executive officers the choice of the precise percentage (within a specified range) of his or her equity-based award which would consist of options on the one hand or restricted stock on the other. In making the choice, the executive officer is generally offered the opportunity to select one share of restricted stock or three stock options.

     During April 2006, non-qualified options for the purchase of the Company’s common stock and restricted shares of the Company’s common stock were granted to our named executive officers, pursuant to the Company’s Equity Incentive Plan, as follows:

		Shares Subject to Time-Based								Number of Time-Based
Name		Vesting Option Grant				Exercise Price (1)				Vesting Restricted Shares
Steven L. Spinner			8,250			$	31.25				8,250
Robert C. Sledd			38,624			$	31.25				4,292
Thomas Hoffman			14,400			$	31.25				1,600
John D. Austin			15,377			$	31.25				1,709
Joseph Paterak, Jr.			3,000			$	31.25				3,000
Charlotte Perkins			2,625			$	31.25				2,625

In addition, in August 2006, the Committee awarded Mr. Spinner the option to purchase 50,000 shares upon his selection to succeed Mr. Sledd as Chief Executive Officer. The exercise price of $26.05 per share was equal to fair market value on the date of grant.

     Policies with respect to making equity-based awards. It is the policy of the Compensation Committee to award eligible employees including named executive officers equity-based awards one time a year. That award is generally made during the first quarter or early in the second quarter of the year after the Compensation Committee has had the opportunity to review full year results for the prior year and consider the Company’s anticipated results for the succeeding year. Prior to this time, the Compensation Committee has also given the executive officer the opportunity to express his or her interest in the mix of restricted shares and options to be received. The Compensation Committee may make an exception to this general policy in the event that a new executive officer is hired or an executive officer receives a promotion. With respect to the date of awards, the Compensation Committee strives to ensure the grants are made following the public release of important information such as year-end results or anticipated results for the succeeding year.

Retirement Plans

     The Company believes that an important aspect of attracting and retaining qualified individuals to serve as executive officers involves providing methods for those individuals to save for retirement. Some of those methods are available to the Company’s employees generally, and some are available to a smaller group recognizing the limitations on amounts that may be saved under the Company’s qualified plans included in the Employee Savings and Stock Ownership Plan.

     Employee Savings and Stock Ownership Plan. All employees of the Company who complete sixty days of service are eligible to participate in this plan. This plan is a qualified plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has two components: an Employee Stock Ownership Plan (the “ESOP”) and a Defined Contribution Plan (the “401(k) Plan”). In addition, this plan provides for a discretionary profit sharing component pursuant to which the Company may allocate contributions to participants that meet certain eligibility requirements. All shares of Company common stock held by the 401(k) Plan and subject to the ESOP component were allocated to participants prior to 2006 and no new participants in the ESOP component of the 401(k) Plan can be added. With respect to the 401(k) component of the 401(k) Plan, participants may elect to contribute specified percentages of their salary subject to an overall maximum of $11,837 in 2006. In 2006, the Company matched 200% of the first 1% of participant contributions, 100% of the next 1% of participant contributions and 50% of the next 2% of participant contributions. Also in 2007, the Company approved and recorded a discretionary profit-sharing allocation in the amount of $593 to each participant in that component of the 401(k) Plan based on the Company’s consolidated pre-tax profits during the 2006 fiscal year. Participants may direct their contributions to one or more of twelve investment options available to them.

     Supplemental Executive Retirement Plan. In 2003, the Board of Directors, acting on the recommendation of the Compensation Committee, adopted the Supplemental Executive Retirement Plan (the “SERP”) in which certain key employees of the Company, including the executive officers (other than Mr. Sledd, who voluntarily elected not to participate), could participate as determined by the Compensation Committee. Under the terms of the SERP as in effect in 2006, the Compensation Committee authorized the Company to contribute 5% of each participant’s salary and bonus to a participant’s SERP account and for every 1% that the Company achieves over 95% of a performance target established by the Compensation Committee during a fiscal year, an additional 1% of the participant’s salary and bonus. The maximum contribution that can be made for any participant for any fiscal year is 20% of the participant’s salary and bonus. For 2006, the Company contributed 5% of each participant’s salary and bonus to the account of each participating executive officer, including the named executive officers (other than Mr. Sledd, who voluntarily elected not to participate). Contributions prior to 2006 vest upon six years of service. Contributions in and after 2006 vest upon ten years of service. On November 17, 2006, the Company’s Board of Directors approved certain amendments to the SERP which:

	•		change the contribution formula for contributions credited to a participant’s account for the period beginning on or after December 31, 2006 to eliminate the 5% base contribution and enhance the performance contribution under the SERP so that (1) a 2% performance contribution would be earned for each 1% of targeted earnings before interest and taxes achieved between 95% and 100% of the targeted amount, and (2) an additional 1% contribution would be earned for each 1% of targeted earnings before interest and taxes achieved in excess of 100% of the targeted amount, up to 110%;
	•		change the vesting schedule for contributions credited for periods beginning on or after December 31, 2006 such that 50% of such contributions vest after five years of service, with the remainder vesting 10% per year for each year of service thereafter; and
	•		change the timing of the payment of benefits under the Plan for participants who terminate participation or employment prior to retirement at age 65.

More information with respect to the SERP is set forth on page 20 hereof.

     Nonqualified Deferral of Compensation. The Company also affords key employees including executive officers an opportunity to save for retirement by electing to defer up to 100% of their cash compensation. The only direct compensatory aspect of this plan for the named executive officers is that participants in this plan are afforded the opportunity to select hypothetical investment alternatives tied to publicly available mutual funds as well as a fixed rate of return with an interest crediting rate of 7% currently. The amounts available for payment under this plan are increased or decreased as a result of new deferrals and the performance of these investment alternatives.

Certain Payments to Named Executive Officers upon Termination of Employment

     The Company does not have in effect employment agreements with any of its named executive officers. However, pursuant to the Company’s Senior Management Severance Plan, which is described in more detail on page 25, the Company provides severance benefits to executive officers who are terminated without cause based upon their length of service with the Company. In return for receiving such benefits, the former employee must agree to certain confidentiality, non-competition and non-solicitation provisions for the benefit of the Company as well as provide a general release to the Company.

     In addition, the Company has in effect for its named executive officers “Change in Control” Agreements. Those agreements are “double-trigger agreements,” which generally provide that if an employee is terminated without cause or resigns for good reason within a specified period of time following a change in control, then the employee will receive 2.99 times his highest base salary, either before or after the change in control and highest bonus for the three fiscal years prior to the change in control or after the change in control. In addition, the Change in Control Agreement provides for the payment to the executive of an amount necessary to reimburse the executive on an after-tax basis for any excise tax payable under Section 4999 of the Internal Revenue Code in connection with the change in control. Provisions in the Senior Management Severance Plan provide that payments under that plan will not be duplicated by payments under the Change in Control Agreements.

     Given the fact that the Company does not have employment agreements with its named executive officers, the Compensation Committee believes that the protections afforded in the Senior Management Severance Plan and the Change in Control Agreements are reasonable and are an important element in retaining executive officers.

     Decisions Made by the Compensation Committee upon the Election of Steven L. Spinner as Chief Executive Officer

     During 2006, Robert C. Sledd communicated his decision to step down as the Company’s Chief Executive Officer. The Board of Directors elected Steven L. Spinner to succeed Mr. Sledd as Chief Executive Officer. At the time of his election, the Compensation Committee determined to increase Mr. Spinner’s base salary and to award him an option to purchase 50,000 shares of the Company’s common stock at the fair market value on the date of grant. Because the change in Chief Executive Officer was to take place late in the year, the Compensation Committee did not make any change to Mr. Spinner’s cash incentive plan criteria for 2006. In addition, the Compensation Committee determined the ongoing compensation for Mr. Sledd who remains as Chairman of the Board and an employee of the Company but will no longer serve as an executive officer.

Compensation Decisions for 2007

     In March 2007, the Compensation Committee established base salaries for the named executive officers other than Mr. Sledd and criteria for one-year cash incentive plan compensation. During March 2007, the Committee also made awards of stock appreciation rights and restricted stock to named executive officers. In making the 2007 equity awards, the Compensation Committee made two changes to the way in which it administered the Company’s long-term equity award program for named executive officers. First, the Compensation Committee determined that key employees, including the named executive officers, should no longer have any discretion over the mix of their awards. Second, the Compensation Committee determined that instead of awarding options, it would award stock settled stock appreciation rights. The Company made this determination for several reasons. The Compensation Committee believed that it would be more cost effective and efficient to award stock settled stock appreciation rights with a cap on their ultimate value. Like an option, a stock appreciation right is designed to reward increases in the Company’s share price over the exercise price. However, with a stock appreciation right, the Compensation Committee can impose a cap on the aggregate value awarded under the right. In the case of current awards, the right will not have any value in excess of a $60 per share increase in the Company’s share price over the grant price. The Compensation Committee believed that this award will still have a meaningful motivating effect for the award recipients and at the same time significantly reduce the cost impact of the award on the Company’s net income. The Compensation Committee also considered that awarding stock appreciation rights, which will be settled in shares of the Company’s common stock, will offer increased administrative ease since in some cases no cash is required to be exchanged upon exercise and because these stock appreciation rights will generally be less dilutive than options when exercised since shares are issued for the net value of the award.

     The table below summarizes the current base salary levels and 2007 equity incentive grants for the named executive officers other than Mr. Sledd.

						Stock				Grant
Name		Base Salary				Appreciation Rights(1)				Price (2)				Restricted Shares (1)
Steven L. Spinner		$	655,000				37,800			$	29.46				9,000
Thomas Hoffman		$	360,000				10,500			$	29.46				3,500
John D. Austin		$	353,000				14,700			$	29.46				3,500
Joseph Paterak, Jr.		$	302,000				9,450			$	29.46				2,250
Charlotte Perkins		$	270,000				8,400			$	29.46				2,000

Tax and Accounting Implications

     Deductibility of Executive Compensation. As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. The Company believes that compensation paid under the incentive plans are generally fully deductible for federal income tax purposes. However, in certain situations, the Compensation Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.

     Nonqualified Deferred Compensation. On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. While the final regulations have not become effective yet, the Company believes it is operating in good faith compliance with the statutory provisions which were effective January 1, 2005.

     Accounting for Stock-Based Compensation. Beginning on January 1, 2006, the Company began accounting for stock-based payments including its Stock Option Program, Long-Term Stock Grant Program, Restricted Stock Program and Stock Award Program in accordance with the requirements of FASB Statement 123(R).

Compensation Committee Report

     The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Charles E. Adair		Mary C. Doswell		Fred C. Goad, Jr.		Timothy M. Graven		John E. Stokely

     The foregoing report of the Compensation Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

2006 SUMMARY COMPENSATION TABLE

     The table below summarizes the compensation paid or accrued by the Company during the fiscal year ended December 30, 2006 for (i) the Company’s current Chief Executive Officer; (ii) the Company’s Chief Executive Officer from January 1, 2006 through September 30, 2006; (iii) the Company’s Chief Financial Officer; and (iv) the three highest paid executive officers of the Company whose total compensation exceeded $100,000 for fiscal 2006 (collectively, the “Named Executive Officers”). The Company has not entered into any employment agreements with any of the Named Executive Officers. When setting total compensation for each of the Named Executive Officers, the Compensation Committee reviews tally sheets which show the executive’s current compensation, including equity and non-equity based compensation.

     The Named Executive Officers were not entitled to receive payments which would be characterized as “Bonus” payments for the fiscal year ended December 30, 2006. Amounts listed under the column titled “Non-Equity Incentive Plan Compensation”, were determined by the Compensation Committee at its February 2007 meeting and, to the extent not deferred by the executive, were paid out shortly thereafter.

     Based on the fair value of equity awards granted to Named Executive Officers in fiscal 2006 and the base salary of the Named Executive Officers, “Salary” accounted for approximately 52% of the total compensation of the Named Executive Officers, cash incentive compensation accounted for approximately 19% of the total compensation of the Named Executive Officers, equity incentive compensation accounted for approximately 24% of the total compensation of the Named Executive Officers and benefits accounted for approximately 5% of the total compensation of the Named Executive Officers.

																										Change in Pension
																										Value and
																						Non-Equity				Nonqualified
														Stock				Option				Incentive Plan				Deferred
Name and														Awards				Awards				Compensation				Compensation				All Other
Principal						Salary				Bonus				(1)(2)				(1)(2)				(3)				Earnings(4)				Compensation
Position		Year				($)				($)				($)				($)				($)				($)				(5) ($)				Total ($)
Steven L. Spinner –			2006			$	496,847							$	130,139			$	166,628			$	88,170			$	10,328			$	37,776			$	929,888
Chief Executive Officer (6)
Robert C. Sledd –			2006				655,485								105,338				254,157				156,420								20,392	(8)			1,191,792	(8)
Former Chief Executive Officer(7)
Thomas Hoffman –			2006				356,795								73,246				76,620				270,300				11,335				39,975				828,271
Senior Vice President; President and Chief Executive Officer – Customized
John D. Austin –			2006				337,288								66,539				64,966				173,230				9,819				35,152				686,994
Senior Vice President and Chief Financial Officer
Joseph Paterak, Jr. –			2006				293,335								48,336				27,406				52,866				4,214				26,937				453,094
Senior Vice President Broadline Operations
Charlotte Perkins –			2006				234,577								45,160				16,121				118,500				13,273				27,198				454,829
Senior Vice President and Chief Human Resources Officer

Name		2-Year Period				1-Year Period				Total
Steven L. Spinner						$	88,170			$	88,170
Robert C. Sledd		$	33,000				123,420				156,420
Thomas Hoffman			45,900				224,400				270,300
John D. Austin			21,250				151,980				173,230
Joseph Paterak, Jr.							52,866				52,866
Charlotte Perkins							118,500				118,500

The following table summarizes certain information regarding grants of plan based awards to the Named Executive Officers during fiscal 2006. No stock appreciation rights (“SARs”) were granted by the Company in 2006.

2006 GRANTS OF PLAN-BASED AWARDS

																												All Other
																												Stock				All Other
																												Awards:				Option
																												Number				Awards:
				Estimated Possible Payouts Under												Estimated Future Payouts												of Shares				Number of				Exercise or				Grant Date
				Non-Equity Incentive Plan												Under Equity Incentive Plan												of Stock				Securities				Base Price of				Fair Value
				Awards(1)												Awards												or				Underlying				Option				of Stock
				Threshold				Target				Maximum				Threshold				Target				Maximum				Units(2)				Options(3)				Awards				and Option
Name		Grant Date		($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)(4)				Awards ($)
Steven L. Spinner		4/10/06																											8,250											$	257,813
		4/10/06																															8,250			$	31.25				137,893
		8/17/06																															50,000				26.05				685,990
		N/A		$	183,833			$	407,414			$	611,122																												N/A
		N/A		$	42,232			$	83,222			$	124,212																												N/A
Robert C. Sledd		4/10/06																											4,292												134,125
		4/10/06																															38,624				31.25				645,573
		N/A		$	262,194			$	524,388			$	786,582																												N/A
		N/A		$	55,716			$	111,432			$	163,871																												N/A
Thomas Hoffman		4/10/06																											1,600												50,000
		4/10/06																															14,400				31.25				240,686
		N/A		$	142,718			$	285,436			$	428,154																												N/A
		N/A		$	30,328			$	59,763			$	89,199																												N/A
John D. Austin		4/10/06																											1,709												53,406
		4/10/06																															15,377				31.25				257,106
		N/A		$	114,678			$	225,983			$	337,288																												N/A
		N/A		$	28,670			$	56,496			$	84,322																												N/A
Joseph Paterak, Jr.		2/16/06																											3,000												90,000
		4/10/06																											3,000												93,750
		4/10/06																															3,000				31.25				50,143
		N/A		$	111,467			$	234,668			$	340,268																												N/A
Charlotte Perkins		3/15/06																											262												8,156
		4/10/06																															2,625				31.25				43,875
		4/10/06																											2,625												82,031
		N/A		$	58,644			$	117,288			$	175,933																												N/A

The following table sets forth certain information with respect to outstanding equity awards at December 30, 2006:

OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR END

		Option Awards																				Stock Awards
																														Equity
																														Incentive
										Equity																				Plan
		Number								Incentive Plan																				Awards:				Equity Incentive
		of				Number of				Awards:																Market				Number of				Plan Awards:
		Securities				Securities				Number of												Number of				Value of				Unearned				Market or Payout
		Underlying				Underlying				Securities												Shares or				Shares or				Shares, Units				Value of
		Unexercised				Unexercised				Underlying												Units of				Units of				or Other				Unearned Shares,
		Options				Options				Unexercised				Option								Stock That				Stock That				Rights That				Units or Other
		(#)				(#)				Unearned				Exercise				Option				Have Not				Have Not				Have Not				Rights That Have
		Exercisable				Unexercisable				Options				Price				Expiration				Vested(3)				Vested(4)				Vested				Not Vested
Name		(1)(2)				(2)				(#)				($)				Date				(#)				($)				(#)				($)
Steven L. Spinner			4,800											$	12.88				04/01/09				17,700			$	489,228
			600												12.97				05/05/09
			5,200												9.78				03/14/10
			7,250												28.48				05/02/11
			25,000												32.35				08/09/11
							25,000								32.35				08/09/11
			13,000												36.45				02/05/12
			2,000												34.40				08/22/12
			15,000												31.62				02/26/13
			15,000												34.18				03/30/14
							7,700								28.02				04/21/15
							8,250								31.25				04/10/16
							50,000								26.05				08/17/16
Robert C. Sledd			101,200												9.25				02/11/08				11,592			$	320,403
			35,600												12.88				04/01/09
			4,400												12.97				05/05/09
			80,000												9.78				03/14/10
			72,000												14.72				05/15/10
			39,900												28.48				05/02/11
			20,000												36.45				02/05/12
			22,500												31.62				02/26/13
			45,000												34.18				03/30/14
							38,600								28.02				04/21/15
							38,624								31.25				04/10/16
Thomas Hoffman			4,500											$	28.48				05/02/11				7,200			$	199,008
			11,000												36.45				02/05/12
			3,500												28.48				05/02/11
			15,000												31.62				02/26/13
			15,000												34.18				03/30/14
							9,300								28.02				04/21/15
							14,400								31.25				04/10/16
John D. Austin			7,766											$	12.88				04/01/09				8,059			$	222,751
			234												12.97				05/05/09
			9,000												9.78				03/14/10
			4,000												13.19				04/28/10
			6,250												28.48				05/02/11
			2,000												28.08				10/15/11
			11,000												36.45				02/05/12
			13,000												31.62				02/26/13
			15,000												34.18				03/30/14
							5,200								28.02				04/21/15
							15,377								31.25				04/10/16
Joseph Paterak, Jr.			7,766											$	12.88				04/01/09				7,700			$	212,828
			234												12.97				05/05/09
			2,800												9.78				03/14/10
			4,000												13.19				04/28/10
			7,000												28.48				05/02/11

Option Awards

Stock Awards

Equity

Incentive

Equity

Plan

Number

Incentive Plan

Awards:

Equity Incentive

of

Number of

Awards:

Market

Number of

Plan Awards:

Securities

Securities

Number of

Number of

Value of

Unearned

Market or Payout

Underlying

Underlying

Securities

Shares or

Shares or

Shares, Units

Value of

Unexercised

Unexercised

Underlying

Units of

Units of

or Other

Unearned Shares,

Options

Options

Unexercised

Option

Stock That

Stock That

Rights That

Units or Other

(#)

(#)

Unearned

Exercise

Option

Have Not

Have Not

Have Not

Rights That Have

Exercisable

Unexercisable

Options

Price

Expiration

Vested(3)

Vested(4)

Vested

Not Vested

Name

(1)(2)

(2)

(#)

($)

Date

(#)

($)

(#)

($)

5,000

36.45

02/05/12

6,000

31.62

02/26/13

8,000

34.18

03/30/14

5,150

28.02

04/21/15

3,000

31.25

04/10/16

Charlotte Perkins

3,000

$

25.15

11/08/14

6,687

$

184,829

2,300

28.02

4/21/15

2,625

31.25

4/10/16

     The following table sets forth certain information with respect to options exercised by the Named Executive Officers in fiscal 2006 and shares of restricted stock for which forfeiture restrictions lapsed in fiscal 2006:

2006 OPTION EXERCISES AND STOCK VESTED TABLE

		Option Awards								Stock Awards
		Number of								Number of
		Shares								Shares
		Acquired				Value Realized				Acquired				Value Realized
		on Exercise				on Exercise				on Vesting				on Vesting
Name		(#)				($)				(#)				($)
Steven L. Spinner			80,000			$	1,880,165				1,750			$	53,305
Robert C. Sledd			27,002				529,779				3,000				91,380
Thomas Hoffman			27,800				518,821				2,500				76,150
John D. Austin			8,000				149,103				1,250				38,075
Joseph Paterak, Jr.
Charlotte Perkins

Supplemental Executive Retirement Plan

     In November 2003, the Board of Directors adopted the SERP in which certain key executives, including the Named Executive Officers (other than Mr. Sledd who voluntarily elected not to participate), could participate beginning in fiscal 2004, as determined by the Compensation Committee. Pursuant to the terms of the SERP, the Compensation Committee authorized the Company to contribute 5% of each participant’s salary and bonus to a participant’s SERP account and for every 1% that the Company achieves over 95% of a performance target established by the Compensation Committee during the fiscal year, an additional 1% of the participant’s salary and bonus will be added to such participant’s account. The maximum contribution that could be made for any participant for any fiscal year is 20% of the participant’s salary and bonus. Under the original terms of the SERP, as described above, a participant vested in his or her SERP account at a rate of 20% per year, beginning after the second year of service with the Company or any acquired company, and will be fully vested after six years of service, provided that the participant will vest in the entire account upon his or her death or upon a Change in Control (as defined in the SERP) or, if determined by the Compensation Committee, upon a Potential Change in Control (as defined in the SERP) of the Company. Under the original terms of the SERP, if a participant’s employment with the Company is terminated for Cause (as defined in the SERP) or if the participant becomes employed within one year following his or her termination of employment with an entity that is deemed to be in competition with this Company, a participant will forfeit his or her entire interest in the SERP. For 2006, the Company contributed 5% of each participant’s salary and bonus to the account of each participating executive, including the Named Executive Officers (other than Mr. Sledd who voluntarily elected not to participate). Account balances are credited with interest at an interest crediting rate of 8%.

     In November 2006, the Compensation Committee recommended, and the Board of Directors approved, amendments to the SERP which:

	•		change the contribution formula for contributions credited to a participant’s account for the period beginning on or after December 31, 2006 to eliminate the 5% base contribution and enhance the performance contribution under the SERP so that (1) a 2% performance contribution would be earned for each 1% of targeted earnings before interest and taxes achieved between 95% and 100% of the targeted amount, and (2) an additional 1% contribution would be earned for each 1% of targeted earnings before interest and taxes achieved in excess of 100% of the targeted amount, up to 110%;
	•		change the vesting schedule for contributions credited for periods beginning on or after December 31, 2006 such that 50% of such contributions vest after five years of service, with the remainder vesting 10% per year for each year of service thereafter; and
	•		change the timing of the payment of benefits under the Plan for participants who terminate participation or employment prior to retirement at age 65.

     Under the terms of the SERP, as amended, benefits are payable to a participant upon his or her early, normal or delayed retirement, in a lump sum on the later of sixty days following the January 1 following such retirement date or the first day of the seventh month following such retirement date. Payment of disability retirement benefits shall commence sixty days after the disability retirement date and must be made by the later of December 31 of the calendar year in which payment was scheduled or the 15^th day of the third month following the scheduled payment date. Payment of the pre-retirement death benefit shall commence sixty days after the participant’s death and must be made by the later of December 31 of the calendar year in which payment was scheduled or the 15^th day of the third month following the scheduled payment date. Payment of the vested portion of a participant who was removed from participation or who terminated employment prior to reaching his or her retirement date shall commence sixty days after what would have been the participant’s normal retirement date and must be made by the later of sixty days following the January 1 following what would have been the participant’s normal retirement date. If the participant is a key employee (as determined under Section 409A of the Code), any payments made on account of retirement or termination of employment may not be made earlier than the first day of the month following the six-month anniversary of such participant’s termination of employment or retirement.

     The following table sets forth certain information with respect to the SERP:

2006 PENSION BENEFITS

Present Value of

Number of Years

Accumulated

Payments During Last

Credited Service

Benefit (1)(2)

Fiscal Year

Name

Plan Name

(#)

($)

($)

(a)

(b)

(c)

(d)

(e)

Steven L. Spinner (3)

Supplemental

21

$

245,442

Executive

Retirement Plan

Robert C. Sledd (4)

Supplemental

Executive

Retirement Plan

Thomas Hoffman (5)

Supplemental

17

133,635

Executive

Retirement Plan

John D. Austin

Supplemental

11

230,316

Executive

Retirement Plan

Joseph Paterak, Jr.

Supplemental

8

113,012

Executive

Retirement Plan

Charlotte Perkins

Supplemental

2

19,247

Executive

Retirement Plan

Executive Deferred Compensation Plan

     Pursuant to the Company’s Executive Deferred Compensation Plan, certain members of the Company’s senior management, including the Named Executive Officers, may defer up to 100% of their cash compensation, including their base salary and their non-equity incentive plan compensation, using either a flat dollar amount, a specified percentage of their compensation or any other portion of their compensation that the plan administrator shall determine may be clearly specified and reasonably administrable. Credits are made to each participant’s account monthly.

     Each participant may allocate his or her contributions for years prior to 2005 to a deferred compensation account and for years beginning in 2005 to certain additional accounts. The deferred compensation account is payable to the participant upon the participant’s election. The additional accounts provide the participant with flexibility to receive payments as of a specified date, or over a period of time ranging from two to ten years, including the period during which the participant is actively employed. Subject to the provisions of Section 409A of the Code, these additional accounts are then payable on benefit dates selected by the participant. Participants are also permitted to make irrevocable alternate elections at the time an account is initially established.

These alternate elections allow for a participant to receive a lump sum distribution in the event the participant terminates employment within two years of a change in control or his or her employment is terminated involuntarily or voluntarily following a reduction in compensation, responsibility or work location.

     Each of the deferred compensation account and the additional accounts may have different investment and payment options. Each account is credited with additional amounts to represent hypothetical investment earnings (including losses) on the amounts previously deferred. These hypothetical investment earnings are accrued commencing on the date of each credit made pursuant to a deferral and continue to accrue until the distribution of benefits pursuant to the agreement. Additions credited to represent hypothetical investment earnings are equal to earnings on investment funds selected by the participant from a list of available hypothetical investment alternatives offered under the plan. In addition to the investment fund alternatives offered under the plan, which represent publicly available mutual funds, participants may also elect to allocate a portion of their account balance to a fixed rate of return investment option that currently offers an interest crediting rate of 7%. Currently, a participant may only allocate up to 50% of his or her deferrals to this fixed rate return option. A participant may make changes to his or her hypothetical investment elections for all choices except the 7% fixed rate option, but deferrals cannot be transferred into or out of the fixed rate option.

     The Company funds its obligation under this deferred compensation plan though company-owned life insurance, for which the Company is the beneficiary, and through which assets are invested in publicly-available mutual fund investment alternatives that attempt to mirror the hypothetical fund choices offered to the participants.

     The hypothetical investment options available to a participant under the Company’s Executive Deferred Compensation Plan and their annual rate of return, net of investment management fees and mortality and expense charges, for the calendar year ended December 31, 2006 were as follows:

		Rate of
Name of Fund		Return
BlackRock International Index V.I.F. Class II			25.18	%
Gartmore GVIT Small Company Fund: Class I			11.59	%
Royce Capital Micro Cap Portfolio			20.59	%
Gartmore GVIT Mid Cap Index Fund: Class I			9.45	%
Goldman Sachs VIT Mid Cap Value Fund			15.70	%
Dreyfus Stock Index Fund, Inc. – Initial Shares			15.04	%
Oppenheimer Capital Appreciation Fund/VA-Non-Serv Shares			7.52	%
AllianceBernstein VPS Growth & Income Portfolio – Class A			16.82	%
T. Rowe Price Equity Income Portfolio: Class II			18.18	%
Gartmore GVIT Investor Destinations Moderate Fund — Class II			10.91	%
Gartmore GVIT Government Bond Fund: Class I			2.93	%
Pimco VIT Total Return Portfolio: Admin Class			3.43	%
Gartmore GVIT Money Market Fund: Class V			4.20	%

     The following table sets forth certain information with respect to deferrals made by the Company’s Named Executive Officers pursuant to the Company’s nonqualified deferred compensation plan, the earnings thereon and the aggregate balance at December 30, 2006:

2006 NONQUALIFIED DEFERRED COMPENSATION TABLE

																		Aggregate
		Executive				Registrant				Aggregate				Aggregate				Balance
		Contributions in				Contributions in				Earnings in Last				Withdrawals/				at Last
		Last FY				Last FY				FY				Distributions				FYE
Name		($) (1)				($)				($)				($)				($) (1)
Steven L. Spinner		$	118,761							$	18,340							$	337,875
Robert C. Sledd											29,986								270,157
Thomas Hoffman			203,096								115,896								1,301,596
John D. Austin			120,900								50,216								448,823
Joseph Paterak, Jr.			40,013								5,409								145,098
Charlotte Perkins			25,000								1,771								26,771