PERFORMANCE FOOD GROUP COMPANY SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EXHIBIT 10.6

PERFORMANCE FOOD GROUP COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Effective July 1, 2004

As Amended and Restated

THE PERFORMANCE FOOD GROUP COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     This Performance Food Group Company Supplemental Executive Retirement Plan (the “Plan”) is hereby established by Performance Food Group Company (the “Company”) in accordance with the terms set forth below effective January 1, 2004.

     WHEREAS, the Company maintains a qualified retirement plan for the benefit of its employees; and

     WHEREAS, various qualified plan requirements apply to limit the benefits that may be provided to highly compensated employees of the Company under the qualified plan; and

     WHEREAS, in recognition of the qualified plan limits, the Company desires to establish a supplemental nonqualified retirement plan for certain executive employees of the Company; and

     WHEREAS, the Company believes that such a plan will assist greatly in attracting and retaining highly qualified and well motivated executives; and

     WHEREAS, the employees benefiting under the Plan shall be members of a select group of management or highly compensated employees as selected by the Board of Directors of the Company.

     NOW THEREFORE, the Plan is established subject to the terms and conditions below.

ARTICLE I

OBJECTIVES AND DEFINITIONS

1.01 Purpose of the Plan.

     The Plan is established for the purpose of providing supplemental nonqualified retirement benefits for certain management or highly compensated employees of the Company within the meaning of Section 201(2), 301(a)(3) and 401(a)(1) of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan shall also be treated as an unfunded, unsecured deferred compensation plan for purposes of Sections 83, 451 and 402 of the Internal Revenue Code of 1986, as amended (the “Code”). It is intended that the Plan will assist in attracting and retaining qualified individuals to serve as officers and managers of the Company. Effective January 1, 2005, the Plan is amended to conform to the requirements of Section 409A of the Code.

1.02 Defined Terms.

     As used herein, unless the context requires otherwise the terms below shall have the following definitions:

“Account Balance” has the meaning set forth in Section 3.02

“Annual Compensation” means the Participant’s annual base compensation, plus any and all bonuses or commissions earned, including any pre-tax deferrals, earned in a Plan Year.

“Beneficiary” has the meaning set forth in Section 7.01.

“Board of Directors” means the Board of Directors of the Company.

“Cause” means (i) a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, (ii) a Participant’s willful misconduct or dishonesty, which is directly and materially harmful to the business or reputation of the Company or any Subsidiary or Affiliate, (iii) the engaging by the Participant in conduct which is demonstrably injurious to the Company, monetarily or otherwise, (iv) a material failure on the part of a Participant to meet performance standards or objectives established by the Participant’s supervisor(s), (v) a material breach or violation of the Company’s employee policies, or (vi) any act, omission or failure to act by the participant which the Committee determines, in its sole discretion, constitutes Cause. For purposes of this paragraph, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company. Any determination of Cause for purposes of the Plan or any Award shall be made by the Committee in its sole discretion. Any such determination shall be final and binding on a Participant.

“Change in Control” means the occurrence of any of the following:

	(i)		any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act, other than the Company or a wholly-owned subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or
	(ii)		as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or

			contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transactions; or
	(iii)		during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of the Company’s Board of Directors.

“Company” means Performance Food Group Company, designated subsidiaries, and successors thereto.

“Company Contribution” means the sum of the “Floor Contribution” and “Performance Contribution” described in Section 3.03 which are deemed to be contributed and credited to a Participant’s account.

“Credited Service” means the whole years of service measured by the Plan Year, determined by the Company, from a Participant’s date of hire.

“Delayed Retirement Date” means the end of the month following the Participant’s 65^th birthday as of which he elects to retire.

“Disability Date” means the date the Participant is determined to be Permanently Disabled. Notwithstanding the provisions of Article V, a Participant shall be fully vested upon his Disability Date.

“Early Retirement Date” means the last day of the month that is the earlier of: (i) attainment of age 55 with at least 20 Years of Credited Service, or (ii) attainment of age 59 ¹/2 with at least 15 Years of Credited Service, or (iii) attainment of age 62 with at least 10 Years of Credited Service.

“Enrollment Date” means the date chosen and approved by the Committee as the Participant’s participation date in the Plan.

“Floor Contribution” means the amount determined in Section 3.03

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Normal Retirement Benefit” means the benefit described in Section 3.02.

“Normal Retirement Date” means the last day of the month of a Participant’s 65^th birthday.

“Participant” means a member of senior management who has been selected by the Committee to participate in the Plan and who has not been removed therefrom, pursuant to Article II.

“Permanently Disabled” means disability within the meaning of the Performance Food Group Company Long-Term Disability Plan that covers a Participant.

“Plan” means the Supplemental Executive Retirement Plan of Performance Food Group Company as set forth in this instrument, as it may be amended from time to time.

“Plan Year” means the fiscal year of the Company.

“Potential Change in Control” means any of the following events:

	(i)		The approval by the shareholders of the Company of an agreement by the Company, the consummation of which would result in a Change in Control of the Company; or
	(ii)		The acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of such plan acting as such trustee)) of securities of the Company representing 5% or more of the combined voting power of the Company’s outstanding securities and the adoption by the Committee of a resolution to the effect that a Potential Change in Control of the Company has occurred for purposes of this Plan.

“Retirement Benefit” means the Participant’s benefit as determined under Section 3.02.

“Retirement Date” means the date the Participant actually terminates employment with the Company as a result of Early, Normal, Disability or Deferred Retirement.

ARTICLE II

PARTICIPATION

2.01 Plan Participation.

     (a) Eligibility to Participate – Participation in the Plan shall be limited to members of Senior Management of the Company who are specifically designated for participation by the Committee. In selecting individuals for participation in the Plan, the Committee shall have sole, absolute and complete discretion, and such selection shall be in recognition of past performances and/or expected future performance. The Committee shall inform each Participant of his designation as a Participant.

     (b) Removal From Participation – The Committee shall have sole, absolute and complete discretion to remove a Participant from the Plan. Upon removal, the Participant shall not be eligible for additional Company Contributions but shall be credited with any additional Years of Credited Service, if any, during his continued employment with the Company. A Participant who has been removed from participation shall be entitled to receive a distribution of the vested portion of his Account, if any, in accordance with Section 6.01(d).

ARTICLE III

RETIREMENT BENEFITS

3.01 Retirement Benefit.

     Participant who continues employment with the Company until his Early, Normal, Disability or Delayed Retirement Date shall receive the benefit determined according to Section 3.02.

3.02 Determination of Benefit.

     The amount of the benefit payable to a Participant, under this Plan shall be determined based on the Account Balance for each Participant. The Account Balance at any time will be valued as follows:

     (a) Each Participant in the Plan will have an Account established upon his behalf.

     (b) The Account will be increased by an amount of any Company Contribution, determined under Section 3.03, that may be provided from time to time.

     (c) The Interest Crediting Rate for any Plan Year, determined by the Committee, will also increase the Account Balance. Appendix I provides the Interest Crediting Rate for the Plan Year.

     (d) The amount of the benefit payable will be based upon the Account Balance after application of the vesting rules determined under Section 4.01.

3.03 Determination of Company Contribution.